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HomeMy WebLinkAboutCRA-R-14-0051 Exhibit DPRELIMINARY LIMITED OFFERING MEMORANDUM DATED _, 2014 NEW ISSUE — BOOK -ENTRY ONLY S&P:" (See "RATINGS" herein) In the opinion of Foley & Lardner LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings, and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2014A Bonds is excluded from gross income for federal income taxes purposes and is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, interest on the Series 2014A Bonds is included in adjusted current earnings in determining federal alternative minimum taxable income of corporations. See "TAX MATTERS" herein, $ * SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS SERIES 2014A Dated: Date of Delivery Due: March 1, as shown on inside cover The Tax Increment Revenue Bonds, Series 2014A (the "Series 2014A Bonds") are being issued by Southeast Overtown/Park West Community Redevelopment Agency (the "Agency" or "SEOPW CRA") pursuant to the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), Resolution No. CRA-R-12-0061, adopted by the Board of Commissioners of the Agency ("Agency Board") on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025 adopted by the Agency Board on March 25, 2013, Resolution No. CRA-R 13-0039 adopted by the Agency Board on June 24, 2013, and Resolution No. CRA-R-14- adopted by the Agency Board on , 2014 (collectively, the "Resolution"). The Series 2014A Bonds are being issued for the purpose of, together with any other available moneys, (i) financing certain grants to be used for some or all of the Redevelopment Projects; and (ii) paying certain costs of issuance of the Series 2014A Bonds. See "TIE REDEVELOPMENT PROJECTS" herein. The Series 2014A Bonds are being issued by the Agency as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the Series 2014A Bonds will be payable semi-annually on March 1 and September 1, commencing March 1, 2015. Individual purchases will be made in book -entry form only through participants in authorized denominations in the amounts of $100,000 and integral multiples of $5,000 in excess of $100,000. Purchasers of the Series 2014A Bonds (the `Beneficial Owners") will not receive physical delivery of certificates. `.Transfers of ownership interests in the Series 2014A Bonds will be effected through the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the participants for subsequent disbursement to the Beneficial Owners. Principal of and interest on the Series 2014A Bonds will be payable by Regions Bank, Jacksonville, Florida, as Registrar and Paying Agent. Regions Bank will also be serving as Authenticating Agent and Funds Trustee for the Series 2014A Bonds. Certain maturities of the Series 2014A Bonds are subject to optional and mandatory sinking fund redemption prior to their respective maturities, as described herein. The Series 2014A Bonds are payable from and secured by a lien upon and pledge of the Pledged Revenues. Certain of the Tax Increment Revenues generated in the Redevelopment Area are expressly excluded from the defmition of Pledged Revenues and therefore will not be part of the Pledged Revenues that will serve as security for the Series 2014A Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS" and "INVESTMENT RISK FACTORS" herein. In addition the Agency has outstanding Parity Obligations and Subordinate Indebtedness secured by the Pledged Tax Increment Revenues. See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. THE SERIES 2014A BONDS AND THE INDEBTEDNESS REPRESENTED THEREBY ARE LIMITED OBLIGATIONS OF THE AGENCY SECURED SOLELY BY THE PLEDGED REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION AND SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL OR MORAL INDEBTEDNESS OR A PLEDGE OF THE FAITH AND CREDIT OF THE AGENCY, MIANII-DADE COUNTY, THE CITY OF MIAMI, THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION. IT IS EXPRESSLY AGREED BY THE REGISTERED OWNERS OF THE SERIES 2014A BONDS THAT SUCH REGISTERED OWNER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF MIAMI-DADE COUNTY, THE CITY OF MIAMI, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2014A BONDS OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE RESOLUTION. IT IS FURTHER AGREED AS BETWEEN THE AGENCY AND THE REGISTERED OWNER OF THE SERIES 2014A BONDS THAT THE SERIES 2014A BONDS AND THE INDEBTEDNESS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY OTHER FUNDS OR PROPERTY OF OR IN THE AGENCY, BUT SHALL CONSTIT[JIE A LIEN ONLY ON THE PLEDGED REVENUES. THE AGENCY HAS NO TAXING POWER. THE SERIES 2014A BONDS INVOLVE A DEGREE OF RISK (See "INVESTMENT RISK FACTORS" HEREIN) AND ARE NOT SUITABLE FOR ALL INVESTORS (See "LIMITED OFFERING," "INVESTMENT RISK FACTORS" AND "RATINGS" HEREIN). THE AGENCY AND THE UNDERWRITER ARE OFFERING THE SERIES 2014A BONDS ONLY TO QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF SECURITIES AND EXCHANGE COMMISSION RULE 144A. ADDITIONALLY, THE UNDERWRITER INTENDS TO FURTHER LIMIT THE SALE OF THE SERIES 2014A BONDS TO NOT MORE THAN THIRTY-FIVE INVESTORS, ALL OF WHICH SHALL BE SOPHISTICATED MUNICIPAL MARKET PROFESSIONALS (AS DEFINED IN THE MUNICIPAL SECURITIES RULEMAKING BOARD RULE D-15). See "DESCRIPTION OF THE SERIES 2014A BONDS — Transfer Restrictions" HEREIN, THE SERIES 2014A BONDS ARE SUBJECT TO TRANSFER RESTRICTIONS. EACH INITIAL PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING A SERIES 2014A BOND, AGREES FOR THE BENEFIT OF SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, THAT SUCH SERIES 2014A BOND MAY BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTI-IER QUALIFIED INSTITUTIONAL BUYER. See "DESCRIPTION OF THE SERIES 2014A BONDS — Transfer Restrictions" HEREIN. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Limited Offering Memorandum, including all appendices attached hereto, to obtain information essential to making an informed investment decision. See "INVESTMENT RISK FACTORS" herein. The Series 2014A Bonds are offered when, as, and if issued and received by the Underwriter, subject to the opinion on certain legal matters relating to their issuance by Foley & Lardner LLP, Miami, Florida, Bond Counsel and Law Offices of Richard Kuper, P.A., Miami, Florida, Associate Counsel. Certain legal matters will be passed upon for the Agency by Holland & Knight, Special Agency Counsel. Certain legal matters will be passed upon by the City Attorney of the City of Miami. Certain legal matters will be passed upon by D. Seaton and Associates, Miami, Florida, Disclosure Counsel. Public Financial Managenzent, Inc., Coral Gables, Florida is serving as Financial Advisor to the Agency. Broad and Cassel, Orlando, Florida is serving as Underwriter's Counsel. It is expected that the Series 2014A Bonds in definitive form will be available for delivery to the Underwriter through the facilities ofDTC on or about August _ 2014. WELLS FARGO SECURITIES Dated: August , 2014 SERIES 2014A BONDS $ * Serial Bonds MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Initial CUSIP (March 11 Principal Amount Interest Rate Yield Price Numbert Term Bond Due March 1, 20 at % Yield %Price * * Initial CUSIP No. **Priced to first call date, March I, 20_. * Preliminary, subject to change, t Neither the Agency nor the Underwriter are responsible for the use of the CUSIP numbers, nor is a representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the readers of the Limited Offering Memorandum and may be changed after the issuance of the Series SOUTHEAST OVERTOWNIPARK WEST COMMUNITY REDEVELOPMENT AGENCY BOARD OF COMMISSIONERS Keon Hardemon, Chair Wifredo "Willy" Gort, Vice Chair Marc Sarnoff Frank Carollo Francis Suarez EXECUTIVE DIRECTOR Clarence E. Woods III FINANCE OFFICER Miguel Valentin CITY ATTORNEY (General Counsel to the Agency) Victoria Mendez, Esq. SPECIAL AGENCY ATTORNEY Holland & Knight Miami, Florida BOND COUNSEL Foley & Lardner LLP Miami, Florida ASSOCIATE COUNSEL Law Offices of Richard Kuper, P.A. Miami, Florida DISCLOSURE COUNSEL D. Seaton and Associates Miami, Florida FINANCIAL ADVISOR Public Financial Management, Inc. Coral Gables, Florida SOUTH VAST OVERTOWN/PARK WEST BOUNDARY MAP I xe.snry�yi__.. I I- iE Cg �. r�1riNaT i ne acTas i �. r j :S. REGARDING USE OF THIS LIMITED OFFERING MEMORANDUM Prospective investors are invited to request from the Agency documents, instruments and information which may not necessarily be referred to, summarized or described herein. Additional information will be made available to each prospective investor as such prospective investor deems necessary in order to make an informed decision with respect to the Series 2014A Bonds. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2014A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Agency, DTC and other sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness by and is not to be construed as a representation by the Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this Limited Offering Memorandum in accordance with and as part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2014A BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING ACTIVITY, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2014A Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. This Limited Offering Memorandum contains certain "forward -looking statements" concerning the Agency's operations, performance and financial condition, including its future economic performance, plans and objectives. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the Agency. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward - looking statements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2014A BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE AGENCY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2014A BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. TABLE OF CONTENTS Contents Page INTRODUCTION 1 LIMITED OFFERING 1 INVESTMENT RISK FACTORS 2 CITY OF MIAMI SEC AND INTERNAL REVENUE SERVICE DISCLOSURE 3 THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4 Overview 4 Composition of the Agency Tax Base 5 THE REDEVELOPMENT PROJECTS 7 Development Agreements 8 ESTIMATED SOURCES AND USES OF FUNDS 9 DEBT SERVICE SCHEDULE 10 DESCRIPTION OF THE SERIES 2014A BONDS 11 General 11 Book -Entry Only System 11 Optional Redemption 13 Mandatory Redemption 13 Notice of Redemption 13 Replacement of Bonds Mutilated, Destroyed, Stolen or Lost 14 Transfer Restrictions 14 Additional Bonds and Parity Obligations 15 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS 16 General 16 No Reserve Subaccount 17 Flow of Funds 17 DESCRIPTION OF PLEDGED REVENUES 21 General 21 Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues 21 Millage Rates 24 Pledged Revenues 24 MANAGEMENT DISCUSSION OF BUDGET AND FINANCES 31 Fiscal Year 2013 Results 31 Fiscal Year 2014 Operations and Projections 33 Adoption of Investment Policy and Debt Management Policy 34 LIABILITIES OF TBR AGENCY 35 Long Term Obligation 35 Fund Balances 35 Special Benefit Plans 35 Commitments and Contingencies 36 LEGAL MATTERS 36 VALIDATION 37 LITIGATION 37 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 37 TAX MATTERS 37 i Original Issue Discount 39 Original Issue Premium 39 RATINGS 39 FINANCIAL ADVISOR 39 AUDITED FINANCIAL STATEMENTS 40 UNDERWRITING 40 ENFORCEAI3ILITY OF REMEDIES 40 CONTINUING DISCLOSURE 41 ACCURACY AND COMPLETENESS OF LIMITED OFFERING MEMORANDUM 41 FORWARD -LOOKING STATEMENTS 41 MISCELLANEOUS 41 AUTHORIZATION OF LIMITED OFFERING MEMORANDUM 42 APPENDICES APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: APPENDIX F: APPENDIX G: GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADS COUNTY THE COMPOSITE RESOLUTION FINANCIAL STATEMENT OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2013 FORM OF BOND COUNSEL OPINION FORM OF CONTINUING DISCLOSURE AGREEMENT FORM OF INVESTOR LETTER FORM OF SPECIAL AGENCY COUNSEL OPINION LIMITED OFFERING MEMORANDUM RELATING TO SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS SERIES 2014A INTRODUCTION The purpose of this Limited Offering Memorandum, including the cover page and appendices hereto, is to set forth information concerning the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") and the issuance of its $ * Tax Increment Revenue Bonds, Series 2014A (the "Series 2014A Bonds"). The Series 2014A Bonds are being issued by the Agency pursuant to the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), Resolution No. CRA-R-12-0061 adopted by the Board of Commissioners of the Agency ("Agency Board") on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025 adopted by the Agency Board on March 25, 2013, Resolution No. CRA-R-13-0039 adopted by the Agency Board on June 24, 2013, and Resolution No. CRA-R-14- adopted by the Agency Board on _, 2014 (collectively, the "Resolution"). The Series 2014A Bonds are being issued for the purpose of, together with any other available moneys, (i) financing certain grants to be used for some or all of the Redevelopment Projects; and (ii) paying certain costs of issuance of the Series 2014A Bonds. See "THE REDEVELOPMENT PROJECTS" herein. The Series 2014A Bonds will be payable solely from the Pledged Revenues. Certain of the Tax Increment Revenues generated in the Redevelopment Area are expressly excluded from the definition of Pledged Revenues and therefore will not be part of the Pledged Revenues that will serve as security for the Series 2014A Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS" herein. The Series 2014A Bonds and the indebtedness represented thereby are limited obligations of the Agency secured solely by the Pledged Revenues in the manner and to the extent provided in the Resolution and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the Agency, Miami -Dade County, Florida (the "County"), the City of Miami, Florida (the "City"), the State of Florida or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation. It is expressly agreed by the registered owners of the Series 2014A Bonds that such registered owner shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the County, the City, the State of Florida or any political subdivision thereof or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on the Series 2014A Bonds or for the payment of any other amounts provided for in the Resolution. It is further agreed as between the Agency and the registered owner of the Series 2014A Bonds that the Series 2014A Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any other funds or property of the Agency, but shall constitute a lien only on the Pledged Revenues. The Agency has no taxing power. The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference js qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized terms used in this Limited Offering Memorandum and not otherwise defined herein have the meanings set forth in the Resolution, unless the context would clearly indicate otherwise. A copy of the Resolution is attached hereto as "APPENDIX B - THE COMPOSITE RESOLUTION". LIMITED OFFERING Investment in the Series 2014A Bonds poses certain risks. Prospective investors in the Series 2014A Bonds are invited to request from the Agency documents, instruments and information which may not necessarily be referred to, summarized or described herein. Therefore, prospective investors should rely upon the information * Preliminary, subject to change. 1 appearing in this Limited Offering Memorandum, including all appendices attached hereto, within the context of the availability of such additional information and the sources thereof. Prospective investors in the Series 2014A Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Series 2014A Bonds and should have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. Additional information will be made available to each prospective investor as such prospective investor requests in order to make an informed decision with respect to the purchase of the Series 2014A Bonds. Such requests should be made no later than August 12, 2014, in writing via U.S maiI or E-mail and directed to both: Southeast Overtown/Park West Community Redevelopment Agency Attention: Miguel Valentin, Finance Officer 819 NW 211d Avenue, 31.d Floor Miami, FL 33136 E-mail: mavalentin@miamigov.com With a copy to: Wells Fargo Bank, N.A. Attention: John Generalli, Managing Director 2363 Gulf -to -Bay Blvd, Suite 200 Clearwater, Florida 33765 E-mail: john.generalli@wellsfargo.com For discussion of certain risks related to the purchase of the Series 2014A Bonds, See "INVESTMENT RISK FACTORS" herein. While the Series 2014A Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), the Agency and the Underwriter have determined to restrict the sale of the Series 2014A Bonds to "qualified institutional buyers," as defined in Rule 144A of the Securities Act ("Qualified Institutional Buyers") and will offer the Series 2014A Bonds only to such Qualified Institutional Buyers. Additionally, the Underwriter intends to further limit the sale of the Series 2014A Bonds to not more than thirty-five investors, all of which shall be "sophisticated municipal market professionals" as defined in Municipal Securities Rulemaking Board Rule D-15 ("SMMPs"). In connection with their purchase of the Series 2014A Bonds, the initial purchasers of the Series 2014A Bonds will be required to execute and deliver an investor letter substantially in the form attached hereto as Appendix F. See "DESCRIPTION OF THE SERIES 2014A BONDS -- Transfer Restrictions", "APPENDIX F — FORM OF INVESTOR LETTER" and "INVESTMENT RISK FACTORS" herein. INVESTMENT RISK FACTORS THE PURCHASE OF THE SERIES 2014A BONDS INVOLVES A DEGREE OF RISK, AS IS THE CASE WITH ALL INVESTMENTS. EXCEPT AS SPECIFICALLY DESCRIBED BELOW, FACTORS THAT COULD AFFECT THE AGENCY'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE RESOLUTION, INCLUDING WITHOUT LIMITATION THE TIMELY PAYMENT OF PRINCIPAL OF AND INTEREST ON THE SERIES 2014A BONDS, INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: 1. Concentration of Revenues. The amount of future collections of Tax Increment Revenues to pay debt service on the Series 2014A Bonds and Parity Obligations is dependent, in part, upon the assessed value of taxable real property in the Redevelopment Area. The assessed value of taxable real estate in the Redevelopment Area could be impacted by numerous local events, that might reduce the value of real property within the Redevelopment Area, including, without limitation, new developments, slated developments not being completed, natural disasters (such as hurricanes and other major tropical storms to which South Florida generally is subject), public acquisition of property within the Redevelopment Area by the State or political subdivisions exercising their respective rights of eminent domain, or social, economic or demographic factors (or adverse public perceptions thereof) beyond the control of the Agency. Any or all of such events could adversely affect the realization and receipt of Pledged Tax Increment Revenues and the ability of the Agency to pay debt service on the Series 2014A Bonds and Parity Obligations. 2 2. Appeals of Assessments. State law allows taxpayers to dispute ad valorem tax assessment valuations. Any volume of appeals which is successful in reducing the overall assessed value of taxable real property in the Redevelopment Area could result in reduced amounts of Pledged Tax Increment Revenues. If such appeals resulted in a reduction in the overall assessed value of the taxable real property in the Redevelopment Area, they could have an adverse impact on the ability of the Agency to pay debt service on the Series 2014A Bonds and Parity Obligations. 3. State, National and International Economic and Political Factors. Certain economic or political developments, including, without limitation, recessions or downturns in the State, national or international economy, national and international terrorism, U.S. military engagements abroad, increased national or international barriers to tourism or trade, and international currency fluctuations could all adversely affect the continued development of the Redevelopment Area, its attraction to businesses and investors and, as a result, the Agency's receipt of sufficient Pledged Tax Increment Revenues to pay debt service on the Series 2014A Bonds and Parity Obligations. 4. Reduction in Millage Rates. The addition of significant numbers of new taxpayers or an increase of property values outside the Redevelopment Area could in the future result in an environment favorable to the reduction of the millage rates. It could be determined that the millage rates should be reduced for other reasons as well. Any reduction in millage rates could reduce the amount of PIedged Tax Increment Revenues payable, which in turn, could negatively impact the ability of the Agency to pay debt service on the Series 2014A Bonds and Parity Obligations. 5. Series 2014A Bonds are Limited Obligations of the Agency. In the event of a default in the payment of principal of or interest on the Series 2014A Bonds, the remedies of the owners of the Series 2014A Bonds are limited under the Resolution. See "APPENDIX B -THE RESOLUTION" herein. CITY OF MIAMI SEC AND INTERNAL REVENUE SERVICE DISCLOSURE Securities and Exchange Commission Investigations of the City. The City and the Agency are separate public bodies corporate and politic under the laws of the State of Florida. After informal requests for documents in December 2009, in February 2010 the Securities and Exchange Commission (the "SEC") instituted a formal investigation of the City in connection with various bond offerings by the City in 2007 and 2009 to determine whether the City violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Section 17(a) of the Securities Act of 1933. The Agency had no involvement with these bond offerings. None of such bond issues were obligations of the Agency secured by the Pledged Revenues. For financial reporting purposes the Agency is treated as a component unit of the City. The outcome of such investigation and its impact on the City cannot be predicted. However, the outcome of such investigation will not adversely impact the obligation of the City and the County to deposit the required Tax Increment Revenues into the Redevelopment Trust Fund or the obligation of the Agency to apply the Pledged Revenues to the payment of debt service op the Series 2014A Bonds and Parity Obligations. See "DESCRIPTION OF THE PLEDGED REVENUES" herein. The Pledged Revenues will be segregated from other City, County and Agency funds, will be held in trust by the Funds Trustee pursuant to the Fiscal Agent Agreement, subject to the lien in favor of the holders of the Bonds and Parity Obligations as provided in the Resolution and will not be affected by the outcome of such investigation. See "LEGAL MATTERS" and "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY - SECURITIES AND EXCHANGE COMMISSION INVESTIGATIONS" herein. Internal Revenue Service Examination of the City. The City and the Agency are separate public bodies corporate and politic under the laws of the State of Florida. In November 2011, the City received an examination request letter from the Department of the Treasury, Internal Revenue Service, informing the City that its $153,060,000 City of Miami, Florida Limited Ad Valorem Tax Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects) and City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2007B (Homeland Defense/Neighborhood Capital Improvement Projects) dated July 10, 2007 have been selected for a routine examination to determine compliance with federal tax requirements. The Agency had no involvement with this bond financing. This bond issue was not an obligation of the Agency secured by the Pledged Revenues. For financial reporting purposes the Agency is treated as a component unit of the City. The outcome of such investigation and its impact on the City cannot be predicted. However, the outcome of such investigation will not adversely impact the obligation of the City and the County to deposit the required Tax Increment Revenues into the Redevelopment Trust Fund or the obligation of the Agency to apply the Pledged Revenues to the payment of debt service an the Series 2014A Bonds and Parity Obligations. See "DESCRIPTION OF 3 THE PLEDGED REVENUES" herein. The Pledged Revenues will be segregated from other City, County and Agency funds, will be held in trust by the Funds Trustee pursuant to the Fiscal Agent Agreement, subject to the lien in favor of the holders of the Bonds and Parity Obligations as provided in the Resolution and will not be affected by the outcome of such investigation. See "LEGAL MATTERS" and "APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY - INTERNAL REVENUE SERVICE EXAMINATION" herein THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY Overview The Southeast Overtown/Park West Community Redevelopment Agency was created in 1982. The Agency is a public body corporate and politic created pursuant to the Act in order to pursue a program of community redevelopment within designated portions of the City, as permitted by the Act. Its boundaries were established in 1982 and expanded in 1985 and 2009. The Agency is responsible for implementing the redevelopment plan as adopted and amended from time to time, (the "Redevelopment Plan"). The mission of the Agency as set forth in the Redevelopment Plan is to improve the quality of life for residents and stakeholders within the Redevelopment Area through activities and programs that create new job opportunities, substantially improve the quality of housing stock and improve the physical appearance of the Redevelopment Area, The Agency's Redevelopment Plan includes the generation of successful redevelopment projects, from both the private and public sector, such as mixed -use construction developments that include revitalizing dilapidated buildings and improving public infrastructure. The Agency's Redevelopment Plan contemplates action to be taken by the Agency to eliminate unsanitary, economic, and physical conditions that contribute to slums and blight and create a neighborhood with small urban parks, residential complexes, greenways, sidewalk merchants and pedestrian -friendly streets that promote walking within the neighborhood. The current boundaries, which includes the original 1982 boundaries, the 1985 and 2009 expanded boundaries, of the Redevelopment Area are set forth in the map on the inside cover of this Official Statement. Such boundaries may be expanded from time -to -time with the approval of the Miami -Dade County Commission and the City of Miami Commission only after complying with State Law including a Finding of Necessity. The Redevelopment Projects are located within the boundaries of the Redevelopment Area. The Agency Board is comprised of the members of the City Commission and it is a separate, distinct and independent board from the governing body of the City. The current members of the Agency Board are: Keon Hardemon, Chair Wifredo "Willy" Gort, Vice Chair Marc Sarnoff Frank Carollo Francis Suarez Clarence E. Woods IIL Mr. Woods serves as the Executive Director of the Agency and is responsible for the day to day operations and management of the Agency. Mr. Woods has more than two decades of experience in real estate, banking, finance, and government. He earned a bachelor's degree in Business Administration from Virginia State University and master's degree in Business Administration from Cameron University. Prior to his work in government, Mr. Woods held positions at First Commercial Bank SSB, BankUnited, and Mortgage.com, where he worked in banking, finance, and real estate as a secondary market analyst. He worked as a Real Estate Specialist for the City of Miami in 2000, coordinating development activities and providing project management for City of Miami development projects, including Parrot Jungle, Miami Children's Museum, and Grove Harbour Marina & Marketplace. In 2005, Mr. Woods joined the Office of former Miami City Commissioner Michelle Spence -Jones as a Senior Advisor for Economic Development and Housing. During his tenure, he gained intimate knowledge of the challenges faced by the Overtown community, which informed his belief that sustainable community redevelopment must address the complex mix of challenges faced by residents of low-income neighborhoods. Mr. Woods was then 4 brought on as Assistant Director of the Agency and the Omni Community Redevelopment District and later appointed Executive Director of the Agency. Miguel A. Valentin. Mr. Valentin serves as the Financial Officer of the Agency and is responsible for the preparation and monitoring of annual budgets, financial reporting for all aspects of the Agency, administration of the grants and other revenue sources, maintenance of all financial transactions and responsibility for the proper and authorized expenditures of all sources of Agency funding. Mr. Valentin is a Certified Public Accountant in the State of Florida and has a Master Degree from Texas A & M International University in International Logistics. His past work experience includes the City of Miami - Internal Audit Department as Senior Internal Auditor, a short stint with Miami -Dade County Department of Environmental Resources Management as an accountant on FEMA projects, and prior to that, experience in the private sector in the public accounting area as well as an operational auditor with cost controlling responsibilities.. Composition of the Agency Tax Base The Redevelopment Area currently includes approximately 650 acres and consists of 3,678 parcels of which 3,014 are taxable and 664 are tax exempt. Set forth in the table below is information which details the composition of the parcels located within the Redevelopment Area, by use, for the 2013 tax year. See "DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues" herein. Taxable Property Type by Categories in Redevelopment Area 1985 Park West Total for Original Addition 2009 Expanded Redevelopment Boundaries Boundaries Area Commercial 4.13% 67.74% 6.29% 5.28% Industrial 1.26 2.78 1.59 Condominium 85.73 19.35 22.66 70.74 Duplex 0.04 0.58 0.17 Government 0.04 0.03 Institutional 0.04 0.73 0.20 Multifamily 2.04 11.55 4.18 Other Real Estate 0.09 0.15 0.10 Single Family 0.04 10.67 2.46 Vacant Land 6.57 12.90 21.78 10.09 Co-op 2.49 Townhouse 11.84 2.69 Totals 100.00% 100.00% 100.00% 100.00% Source: Miami -Dade County Property Appraiser Office. [Remainder of page intentionally left blank] 5 Set forth in the following table are the top ten taxable parcels (by assessed value) within the Redevelopment Area as of June 30, 2013. Top Ten Taxable Parcels (by assessed value) Taxable Assessed Parcel Address Property Owner Value 50 NE 9th St Technology Center of the Americas $54,700,000 1951 NW 7th Ave 7th Ave Market LLC 30,571,567 915 NW 1st Ave Park Place Assoc LLC 26,000,000 700 N Miami Ave Arena Ventures LLC 24,702,160 950 NE 2nd Ave Miami First LLC 7,347,554 600 NW 6th St Tuscan Place LTD Partnership 6,700,000 728 Biscayne Blvd 700 Biscayne LLC 6,273,664 225 NE 7th St 700 Biscayne LLC 6,194,993 1000 Biscayne Blvd 1000 Biscayne Inc 5,466,780 666 Biscayne Blvd 600 Biscayne LLC 4,346,234 Total taxable assessed value for top ten parcels $172,302,952 Total taxable assessed value for Redevelopment Area $1,244,849,555 Taxable assessed value of top ten parcels as a percentage of total for Redevelopment Arca 13.841% Source: Miami -Dade County Property Appraiser Office. Set forth in the following table is the historical taxable assessed value for the Redevelopment Area. The 1985 Park West Addition has been omitted because it has not generated any Tax Increment Revenues to date. Historical Taxable Assessed Values of Redevelopment Area 2009 Expanded Original Boundaries Boundaries Total Taxable Tax Year (Base Year: S78,305,502) (Base Year: $94,245,513) Assessed Value 2003 $ 223,644,096 $ 223,644,096 2004 236,191,719 236,191,719 2005 302,593,063 302,593,063 2006 385,349,406 385,349,406 2007 537,761,295 537,761,295 2008 510,386,746 510,386,746 2009 664,120,196 664,120,196 2010 879,978,398 $ 94,245,513 974,223,911 2011 953,046,998 80,035,445 1,033,082,443 2012 938,513,096 73,526,285 1,012,039,381 2013 1,013,027,544 112,347,563 1,125,375,107 2014 1,091,625,807 121,266,407 1,212,892,214 Source: Miami -Dade County Property Appraiser Office. [Remainder of page intentionally left blank] 6 THE REDEVELOPMENT PROJECTS The proceeds of the grants to be financed in part by the issuance of the Series 2014A Bonds are to be used to pay all or part of the costs of the construction and/or rehabilitation of certain redevelopment projects undertaken pursuant to the Redevelopment Plan and designated by the Resolution. In addition to the proceeds of the Series 2014A Bonds, the Agency anticipates using an additional $ from previously collected Tax Increment Revenue and from the proceeds of a recent sale of property owned by the Agency, to finance in part the grants for the Redevelopment Projects. The total estimated investment in the Redevelopment Projects from the public and private sectors is $115,995,675. The Redevelopment Projects to be undertaken include all or part of the following: Lyric Place - Block 25 - New construction of not less than 158 affordable housing units consisting of (A) Phase I consisting of between 98 —100 affordable housing units to be located at the intersection of NW 2"d Avenue and NW 9th Street, Miami, Florida, of which not less than 50% of the units will be dedicated for persons or families with incomes that do not exceed 60% of Area Media Income (AMI), and the balance of which will be dedicated for persons or families with incomes that do not exceed 120% of AMI and (B) Phase II consisting of not less than 60 affordable housing units to be located at the intersection of NW 2nd Avenue and NW 9th Street, Miami, Florida, of which not less than 50% of the units will be dedicated for persons or families with incomes that do not exceed 80% of AMI, and the balance of which will be dedicated for persons or families with incomes that do not exceed 150% of AMI. (Note: Phase I and Phase II may be combined into one phase.) This project will be owned by a private developer. The total grant from the Agency to this project will not exceed $17,000,000. The remainder of the financing for this project in the aggregate amount of approximately $22,197,434 will be obtained through construction and permanent loan financing provided by Wells Fargo Bank, N.A., private equity investment (in part contributed by an affiliate of Wells Fargo Bank, N.A.), deferral of developer fees and a loan from the Miami -Dade County Documentary Surtax Program. This project has completed the permitting process and is ready to break ground. In order for the grant being financed for this project to be disbursed by the Agency it will take approximately two to three months to consummate a loan closing and Funding Agreement as described below. It will then take approximately 18 months to complete construction. St. John Overtown Plaza - New construction of not less than 90 affordable housing units to be located at NW 3rd Avenue and 13th Street, Miami, Florida, 100% of which will be dedicated for persons or families with incomes that do not exceed 60% of AMI. This project will be owned by or leased to a private developer. The total grant from the Agency to this project will not exceed $10,000,000. The remainder of the funding for this project in the aggregate amount of approximately $13,884,421 is expected to be obtained through construction and permanent loan financing, private equity investment, deferral of developer fees and a loan from the Miami -Dade County Documentary Surtax Program. In order for the grant being financed for this project to be disbursed by the Agency it will take approximately six months to (i) consummate a loan closing and Funding Agreement as described below, and (ii) complete the preconstruction permitting process. Thereafter it will take approximately 18 months to complete construction. Island Living - New construction of approximately 60-80 affordable housing units to be located at 1201 NW 3rd Avenue, Miami, Florida, of which not less than 50% of the units will be dedicated for persons or families with incomes that do not exceed 60% of AMI and the balance of such units will be dedicated for persons or families with incomes that do not exceed 120% of AMI. This project will be owned by or leased to a private developer. The total grant from the Agency to this project will not exceed $9,000,000. The remainder of the funding for this project in the aggregate amount of approximately $13,811,483 is expected to be obtained through construction and permanent loan financing, private equity investment, deferral of developer fees and a loan from the Miami -Dade County Documentary Surtax Program. This project is in the final stages of completing the permitting process and is substantially ready to break ground. In order for the grant being financed for this project to be disbursed by the Agency it will take approximately two to three months to consummate a loan closing and Funding Agreement as described below. It will then take approximately 18 months to complete construction. Culmer Center Housing Development - New construction, now known as Courtside Family. Apartments, of not less than 75 affordable housing units to be located adjacent to the Culmer Neighborhood Service Center at 1600 7 NW 3`a Avenue, Miami, Florida, 100% of the units of which will be dedicated for persons or families with incomes that do not exceed 60% of the AMI. Such property is currently owned by Miami -Dade County, Florida and is leased to a private developer. This project will be leased to a private developer. The total grant from the Agency to this project will not exceed $7,500,000. The remainder of the funding for this project in the aggregate amount of approximately $12,602,337 is expected to be obtained through construction and permanent loan financing, private equity investment, deferral of developer fees and a loan from the Miami -Dade County Documentary Surtax Program. In order for the grant being financed for this project to be disbursed by the Agency it will take approximately six months to (i) consummate a loan closing and Funding Agreement as described below, and (ii) complete the preconstruction permitting process. Thereafter it will take approximately 18 months to complete construction. Town Park - Rehabilitation of two existing housing communities, Town Park Village (consisting of the rehabilitation of an 18 building 147 unit affordable cooperative housing project built in 1970) and Town Park Plaza South (consisting of the rehabilitation of a 17 building, 116 unit affordable cooperative housing project built in 1971). These projects are owned by private for profit corporations. The total grant from the Agency to these projects will not exceed $10,000,000. It is anticipated that this project will be totally funded by the grant from the Agency. The rehabilitation of a third community nearby, Town Park North, will not be financed by this grant from the Agency. In order for the grant being financed for these projects to be disbursed by the Agency it will take approximately six months to (i) consummate the two grant agreements described below, and (ii) complete the preconstruction permitting process. Thereafter it will take approximately 15 months to complete construction. The net proceeds derived from the issuance and sale of the Series 20I4A Bonds will be deposited into the Construction Fund, held by the Funds Trustee, and will only be used to (i) fund certain grants, the proceeds of which will be used to pay all or part of the costs related to Redevelopment Projects, and (ii) pay cost of issuance of the Series 2014A Bonds.. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Development/Grant Agreements The Agency has entered into separate development agreements with the developers of Lyric Place — Block 25, St John Overtown Plaza, Island Living and the Calmer Center Housing Development, now known as Courtside Family Apartments. Bach of the development agreements contemplates that a grant will be made by the Agency to a not -for -profit corporation (the "Non -Profit") which will loan the proceeds of the grant to an affiliate of the developer (the "Affiliate Lender") which will loan the proceeds of the grant to the developer. The proceeds of the loan will be in the amount of the grant from the Agency to the Non -Profit and will be disbursed by the Affiliate Lender pursuant to the terms of a funding agreement (the "Funding Agreement") by and between the lender providing the funds for the respective project (the "Lender"), the Agency, the Non -Profit, the developer, the Affiliate Lender and any other parties providing funds required for the development of the respective project. Pursuant to the Funding Agreement, the Lender will receive and disburse the proceeds of the grant from the Agency together with all other funds required to complete the respective project in accordance with the approved project budget, on a monthly basis based upon construction draw requests with appropriate lien waivers and other supporting documentation evidencing that the respective project is being completed in accordance with the plans and specifications in accordance with the approved budget. The Agency has entered into a grant agreement with Town Park Plaza South Inc. and a grant agreement with Town Park Village No. 1, Inc. Each grant agreement provides for the Agency to disburse the grant in stages to pay the costs and expenses incurred in connection with the renovation of the respective project utilizing the same type of procedure utilized for construction loans, The Agency will fund the grant to pay renovation related expenses in accordance with the approved project budget on a monthly basis based upon approved draw requests and appropriate lien waivers and other supporting documentation evidencing that the renovations are being completed in accordance with the plans and specifications and in accordance with the approved budget. 8 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2014A Bonds: SOURCES: Principal Amount of Series 2014A Bonds $ [Plus/less [net] Original Issue Discount/Premium] TOTAL SOURCES USES: Deposit to the Construction Fund* Costs oflssuance(') [Debt Service Reserve Fund] $ TOTAL USES * For Grants See "THE DEVELOPMENT PROJECTS" herein. (1) Includes underwriter's discount, financial advisory and legal fees and expenses, rating agency fees, and miscellaneous other costs of issuance. [Remainder of page intentionally left blank] 9 DEBT SERVICE SCHEDULE The following table sets forth the debt service schedule for the Series 2014A Bonds. Bond Year Principal Interest Total $ Total $ $ [Remainder of page intentionally left blank] DESCRIPTION OIL THE SERIES 2014A BONDS General The Series 2014A Bonds will only be sold to not more than thirty-five Qualified Institutional Buyers, which are also SMMPs, as described under "LIlv1ITED OFFERING" herein and may only be transferred in the secondary market to Qualified Institutional Buyers as described under the heading "- Transfer Restrictions". The Series 2014A Bonds shall be issued as fully registered, book -entry only bonds in the denomination of $100,000 and integral multiples of $5,000 in excess of $100,000 ("Authorized Denominations") through the book -entry only system maintained by The Depository Trust Company, New York, New York. The Series 2014A Bonds shall be numbered consecutively from 1 upward preceded by the letter "R" prefixed to the number. The principal and redemption premium, if any, on the Series 2014A Bonds shall be payable upon presentation and surrender at the designated corporate trust office of at the designated office of Regions Bank, Jacksonville, Florida or its successors, as Bond Registrar and Paying Agent (the "Registrar"), and to pay, solely from such special revenues, interest (calculated on the basis of a 360-day year of twelve 30-day months) is payable semiannually on the first day of March and the first day of September of each year, commencing on March 1, 2015. Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the Agency maintained by the Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date") or by wire transfer to Registered Owners of $1,000,000 or more in principal amount of Bonds, irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date, unless the Agency shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mail, postage prepaid, by the Agency to the Registered Holders of Bonds not less than fifteen days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE AGENCY BELIEVES TO BE RELIABLE, BUT NEITHER THE AGENCY NOR TEE UNDERWRITER TAKES ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2014A Bonds. The Series 2014A Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered certificate will be issued for each maturity of the Series 2014A Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S, securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. OTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating: "AA+". The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtce.com. 11 Purchases of Series 2014A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2014A Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2014A Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2014A Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2014A Bonds, except in the event that use of the book -entry system for the Series 2014A Bonds is discontinued. To facilitate subsequent transfers, all Series 2014A Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co, or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2014A Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2014A Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2014A Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2014A Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2014A Bonds, such as redemptions and proposed amendments to the Series 2014A Bond documents. For example, Beneficial Owners of Series 2014A Bonds may wish to ascertain that the nominee holding the Series 2014A Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2014A Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2014A Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2014A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2014A Bonds will be made to Cede & Co., or such other nominee as may he requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the Agency or Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Series 2014A Bonds held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Registrar or the Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Agency or the Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2014A Bonds at any time by giving reasonable notice to the Agency or Registrar. Under such circumstances, in the event that a successor depository is not obtained, Series 2014A Bond certificates are required to be printed and delivered. 12 The Agency may decide to discontinue use of the system of book -entry only transfers through DTC (or a successor securities depository). In that event, Series 2014A Bond certificates will be printed and delivered to DTC. Thereafter, Series 2014A Bond certificates may be transferred and exchanged as described in the Resolution. THE AGENCY AND THE REGISTRAR WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE SERIES 2014A BONDS, FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2014A BONDS OR THE PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL OR INTEREST ON THE SERIES 2014A BONDS, TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2014A BONDS FOR REDEMPTION. Optional Redemption The Series 2014A Bonds maturing on or after March 1, shall be further subject to redemption, in whole or in part, at the option of the Agency at any time on or after March 1, , at a redemption price equal to the principal amount of the Series 2014A Bonds to be redeemed plus any accrued interest on such Series 2014A Bonds to the date fixed for redemption. If the Series 2014A Bonds are redeemed in part, then the Series 2014A Bonds may only be redeemed in an amount such that the unredeemed portion of the Series 2014A Bonds is in a denomination permitted under the Resolution, Mandatory Redemption The Series 2014A Bonds maturing on March 1, 20 will be subject to mandatory redemption prior to maturity, by lot, in such manner as the Registrar may deem appropriate, at a redemption price, equal to par plus accrued interest to the redemption date, on March 1, 20 and on each March 1 thereafter, from moneys deposited in the Debt Service Account, in the following Amortization Requirements in the years specified: Year Amortization Requirements *Maturity Notice of Redemption Notice of redemption of the Series 2014A Bonds being redeemed shall be given by the deposit in the U.S. mail of a copy of said redemption notice, postage prepaid, at least thirty and not more than sixty days before the redemption date to all Registered Owners of the Series 2014A Bonds or portions of Series 2014A Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with provisions hereof. Failure to mail any such notice to a Registered Owner of a Series 2014A Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2014A Bonds or portion thereof with respect to which no failure or defect occurred. Each notice shall set forth the date fixed for redemption of the Series 2014A Bonds being redeemed, the redemption price to be paid, the date of such notice, the original issue date of such Series 2014A Bond, the maturity date and rate of interest (or interest rate method) borne by each Series 2014A Bond being redeemed, any conditions to such redemption or the reservation of the Agency of the right to rescind such notice of redemption, the name, address and telephone number of the person designated by the Registrar to be responsible for such redemption and, if less than all of the Series 2014A Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP Numbers, if any, of such Series 2014A Bond to be redeemed and, in the case of Series 2014A Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2014A Bonds is to be redeemed in part only, the notice of redemption which relates to such Series 2014A Bond shall also state that on or after the redemption date, upon surrender of such Series 2014A Bond, new Series 2014A Bond or Series 2014A Bonds in a principal amount equal to the unredeemed portion of such Series 2014A Bond will be issued, Any notice mailed as provided in the Resolution shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2014A Bond receives such notice. 13 In addition to the mailing of the notice described in the Resolution, each notice of redemption shall be sent to the Electronic Municipal Market Access System operated by the Municipal Securities Rulemaking Board or such other similar system hereafter established for similar disclosure purposes; provided however, that failure of such notice or failure to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above in the Resolution. Notwithstanding the foregoing or any other provision of the Resolution, notice of optional redemption pursuant to the Resolution may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the Agency if expressly set forth in such notice. Replacement of Bonds Mutilated, Destroyed, Stolen or Lost In case any Series 2014A Bond shall become mutilated, or be destroyed, stolen or lost, the Agency may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2014A Bond of like tenor as the Series 2014A Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2014A Bond upon surrender and cancellation of such mutilated Series 2014A Bond or in lieu of and substitution for the Series 2014A Bond destroyed, stolen or lost, and upon the Holder furnishing the Agency and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Agency or the Registrar may prescribe and paying such expenses as the Agency and the Registrar may incur. All Series 2014A Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Series 2014A Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2014A Bond, the Agency may pay the same or cause the Series 2014A Bond to be paid, upon being indemnified as aforesaid, and if such Series 2014A Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2014A Bonds issued pursuant to the Resolution shall constitute original, additional contractual obligations on the part of the Agency, whether or not the lost, stolen or destroyed Series 2014A Bond be at any time found by anyone, and such duplicate Series 2014A Bond shall be entitled to equal and proportionate benefits and rights as to Iien on the Pledged Revenues to the sane extent as all other Series 2014A Bonds issued under the Resolution. Transfer Restrictions Every Series 2014A Bond authenticated and delivered under the Resolution, including any issued upon transfer, exchange or replacement of such Series 2014A Bond, shall be issued and delivered only to Qualified Institutional Buyers, and each Series 2014A Bond shall bear on its face a Iegend stating such restriction in substantially the following 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 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 THJ3 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 LAWS. 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 TI-JE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGA I'ED THEREUNDER, OF 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. 14 Additional Bonds and Parity Obligations Pursuant to the Resolution no Additional Bonds may be issued under the Resolution and no Parity Obligations may be hereafter issued or incurred, unless the Agency shall have first complied with the requirements of the Resolution. Additional Bonds may be issued from time to time, and Parity Obligations may be issued or incurred from time to time, for the purpose of financing Projects, for the purpose of refunding or refinancing Bonds, Parity Obligations or Subordinated Indebtedness, previously issued to pay the cost of or debt service on obligations of the Agency incurred to finance Projects, or other obligations of the Agency, including in each case, costs and expenses incidental thereto. (1) Additional Bonds and Parity Obligations may be issued or incurred upon compliance with the following requirements: (a) Amounts in the Tax Increment Revenue Bond Fund and the accounts and subaceounts therein are sufficient to satisfy the Reserve Requirements, the Rebate Amount and the Debt Service Requirements with respect to the Outstanding Bonds in the then -current Bond Year or the Agency has made provisions for the payment thereof in accordance with the Resolution, and the Agency must have complied with the covenants and provisions of the Resolution and any Supplemental Resolution hereafter adopted for the issuance of Additional Bonds or Parity Obligations, unless upon the issuance or incurrence of such Additional Bonds or Parity Obligations, the Agency will be in compliance with all such covenants and provisions. ' (b) A certificate of the Agency's Executive Director or an independent certified public accountant filed with the Executive Director reciting that, based on necessary information, the amount of Modified Pledged Tax Increment Revenues (as defined below), together with net investment earnings on the funds and accounts hereunder and available for the payment of debt service thereon, for the immediately preceding Fiscal Year, equaled at least one hundred fifty percent (150%) of the Maximum Annual Debt Service (including in such calculation the Bonds and Parity Obligations then Outstanding and the Additional Bonds and Parity Obligations proposed to be issued). (e) Each Supplemental Resolution authorizing the issuance of Additional Bonds shall recite that all of the covenants herein contained will be fully applicable to such Additional Bonds and Parity Obligations as if originally issued hereunder. Except as otherwise provided in the Resolution, Additional Bonds and Parity Obligations issued pursuant to the terms and conditions of the Resolution shall be deemed on a parity with all Bonds and Parity Obligations then Outstanding, and all of the covenants and other provisions of the Resolution shall be for the equal benefit, protection and security of the Holders of any Bonds and Parity Obligations originally authorized and issued pursuant to the Resolution and the Holders of any Bonds or Parity Obligations evidencing additional obligations subsequently created within the limitations of and in compliance with this Article. (d) 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 the Resolution shall not apply if (i) 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 (ii) 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 the Resolution 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 (d). (e) Notwithstanding any other provision contained in the Resolution, the Agency may not issue any Additional Bonds or Parity Obligations if at the time of such issuance there shall have occurred an event of default which has not been cured or satisfied, unless such event of default shall be cured upon the issuance of such Additional Bonds or Parity Obligations. (f) Notwithstanding any other provision contained in the Resolution, so long as the Grant Agreement Obligation (defined herein) is in effect, except upon the consent of the City, the Agency may not issue any Additional Bonds or Parity Obligations. 15 (2) The Agency may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with the Resolution, as shall be provided by ordinance or resolution of the Agency; provided, however, that such bond anticipation notes may be issued only if (i) the requirements of the Resolution for the issuance of Additional Bonds are satisfied or (ii) such bond anticipation notes are issued as Subordinated Indebtedness. (3) Subordinated Indebtedness may become parity indebtedness under the Resolution and be treated as Additional Bonds for all purposes thereof if as of the date of calculation at any time after the issuance thereof such Subordinated Indebtedness shall meet each of the requirements imposed upon the issuance of Additional Bonds by the Resolution, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds issued on the date of calculation. In connection with such accession of Subordinated Indebtedness, the Agency shall either create a separate subaccount in the Reserve Account and fund the Reserve Requirement with respect thereto, to the extent applicable, or designate such Bonds as a Series secured by the Composite Reserve Subaccount and fund the increase in the Composite Reserve Requirement attributable thereto in accordance with the Resolution. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to the Resolution, and such Subordinated Indebtedness shall be considered Additional Bonds for all purposes provided in the Resolution. For the purposes of paragraph (1)(b) above, Modified Pledged Tax Increment Revenues is defined 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 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 PIedged 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. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS General The payment of the principal of, premium, if any, and interest on the Series 2014A Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues, all in the manner and to the extent provided in the Resolution, and, as provided in the Resolution, the Agency irrevocably pledged snob Pledged Revenues, all to the payment of the principal of, premium, if any, and interest on the Series 2014A Bonds, the funding and maintaining of the reserves therefor as required in the Resolution and for all other payments as provided in the Resolution. The pledge and lien on Pledged Revenues securing the Series 2014A Bonds shall be prior and superior to all other liens or encumbrances on the Pledged Revenues; provided, however, that the pledge of and lien on the Pledged Tax Increment Revenues shall be on a parity with the pledge thereof and lien thereon securing the 16 Grant Agreement Obligation and any Parity Obligations issued or incurred as provided in the Resolution. Notwithstanding the foregoing, however, nothing herein provided shall be deemed to grant or create a lien on any subaccount in the Construction Fund or Reserve Account created with respect to a particular Series of Bonds in favor of the owners of Bonds of any other Series. Each subaccount in the Construction Fund shall secure only the Series of Bonds with respect to which such subaccount was created. Each subaccount in the Reserve Account shall secure only the Series of Bonds expressly designated to be secured thereby. [The Series 2014A Bonds are not secured by the Reserve Account or any subaccount therein. Accordingly no Reserve Requirement has been established with respect to the Series 2014A Bonds.] In addition, nothing in The Resolution shall be deemed to grant or create a lien on any funds in the Rebate Account, including investment earnings thereon. For the purposes of this Limited Offering Memorandum, the following terms shall have the meaning set forth below "Bonds" means the Series 2014A Bonds and any Additional Bonds issued pursuant to the Resolution. "Grant Agreement Obligation" means the obligation of the Agency to the City pursuant to the Grant Agreement, dated as of March 12, 2009, by and between the Agency and the City, as supplemented and amended, including as hereafter amended in accordance with Resolution No. CRA-It-12-0045, to make payments (such payments referred to herein as "Gibson Park Debt Service") to the City related the portion of the debt service on the City 2011 Bonds allocable to the proceeds that were used for redevelopment projects undertaken in accordance with the Agency's Redevelopment Plan. See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. "Parity Obligations" means obligations of the Agency, other than Bonds, including the Grant Agreement Obligation, and other obligations issued or incurred as permitted under the Resolution and secured by a lien on the PIedged Tax Increment Revenues on a parity with the lien thereon securing the Bonds as provided in the Resolution. See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. The "Pledged Revenues" are defined in the Resolution to mean Pledged Tax Increment Revenues and amounts held in the funds and accounts established by the Resolution, except that (i) amounts held in the Rebate Account shall be used solely for the purposes provided in the Resolution and (ii) amounts in the subaccounts in the Reserve Account and Construction Fund shall secure only the Series of Bonds for which it was established in accordance with the provisions hereof. [The Series 2014A Bonds are not secured by the Reserve Account or any subaccount therein. Accordingly no Reserve Requirement has been established with respect to the Series 2014A Bonds.] "Pledged Tax Increment Revenues" means Tax Increment Revenues, excluding for all purposes the 2007 Interlocal Agreement TIF Revenues, the Gran Central Designated Area TIF Revenues, the Children's Tax Increment Revenues (each as defined under the caption "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues")) and those revenues specifically excluded in the Redevelopment Act, all as more particularly set forth in the Resolution provided, however, that the tax increment revenues generated within any additional areas designated to be included within the Redevelopment Area of the Agency and designated by the County and City to be slum or blighted areas within the meaning of the Redevelopment Act shall not constitute Pledged Tax Increment Revenues and shall not be subject to the pledge and lien created by the Resolution, unless (a) the Redevelopment Plan is amended to include such additional areas, and tax increment revenues generated within such additional areas are required under the Act to be deposited in the Redevelopment Trust Fund and (b) the Resolution is supplemented to expressly pledge the Tax Increment Revenues generated within such additional areas to the payment of the Series 2014A Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS -- Flow of Funds" and "DESCRIPTION OF PLEDGED REVENUES' herein. No Reserve Subaccount [The Series 2014A Bonds are not secured by the Reserve Account or any subaccount therein. However, there can be no assurance that there will not be any Additional Bonds or Parity Obligations issued in the future secured by a subaccount in the Reserve Account.] Flow of Funds The Resolution establishes a Redevelopment Trust Fund, and within the Redevelopment Trust Fund, the "SEOPW CRA Revenue Bond Trust Fund Account." The Resolution also establishes the "Construction Fund" and the "Tax Increment Revenue Bond Fund." Within the Tax Increment Revenue Bond Fund the Resolution establishes 17 the following subaccounts, the "Debt Service Account," the "Reserve Account" and the "Rebate Account." Within the Reserve Account there is established the "Composite Reserve Subaccount." The Series 2014A Bonds are not secured by the Reserve Account or any subaccount therein. Accordingly no Reserve Requirement has been established with respect to the Series 2014A Bonds. The Pledged Tax Increment Revenues shall be deposited immediately upon receipt into the Redevelopment Trust Fund and then shall, upon receipt, immediately be deposited in the SEOPW CRA Revenue Bond Trust Fund Account and upon such deposit shall be subject to the pledge and lien of the Resolution. The Series 2014A Bonds, the Grant Agreement Obligation and other Parity Obligations issued in accordance with the terms of the Resolution shall be secured by a parity and equal lien on the Pledged Tax Increment Revenues on deposit in the SEOPW CRA Revenue Bond Trust Fund Account. As between the Series 2014A Bonds and Parity Obligations, available Pledged Tax Increment Revenues shall be allocated as provided in the Resolution pro rata based upon the amounts (i) required to be deposited in such Fiscal Year under the Resolution with respect to the Series 20I4A Bonds and, (ii) required to be paid or deposited in such Fiscal Year under the instruments providing for such Parity Obligations for the payment of corresponding amounts; such allocations between the Series 2014A Bonds and Parity Obligations shall be made at the same time; with the funding of the Reserve Account and Rebate Account and other amounts payable thereafter, in the order and as provided below. Subsidy Bond Payments, pledged to a Series of Bonds shall be deposited upon receipt into the Tax Increment Revenue Bond Fund and applied in the same manner as provided in the Resolution with respect to Pledged Tax Increment Revenues. Subject to the foregoing, in each Fiscal Year, Pledged Tax Increment Revenues shall be transferred from the SEOPW CRA Revenue Bond Trust Fund Account and deposited to the credit of the Tax Increment Revenue Bond Fund upon receipt in an amount sufficient to make the deposits required under section (a) "Disposition of Funds in the Tax Increment Revenue Bond Fund." (a) DISPOSITION OF FUNDS IN THE TAX INCREMENT REVENUE BOND FUND. Funds in the Tax Increment Revenue Bond Fund shall be applied in each Bond Year only in the following order and priority: (I) First, by deposit into the Debt Service Account an amount which, together with other amounts deposited therein will be equal to the Debt Service Requirement coming due during the then - current Bond Year with respect to Bonds and Parity Obligations, until there are sufficient Rinds then on deposit equal to the sum of the interest, principal and redemption payments due, respectively, on the Series 2014A Bonds and Parity Obligations, on the interest and principal payment dates and redemption dates in such Bond Year. Deposits shall be increased or decreased to the extent required to pay principal, interest and redemption premiums next becoming due, after making allowance for any accrued and capitalized interest, and to make up any deficiency or loss that may otherwise arise in such fund or accounts. Notwithstanding anything in this subsection (a) to the contrary, if principal, interest or premium_ payments have been made on behalf of the Agency by a Bond Insurer or Credit Facility Provider or other entity insuring, guarantying or providing for the payment of the any Bonds, moneys on deposit in the Debt Service Account and allocable to such Bonds shall be paid to such Bond Insurer or Credit Facility Provider or other entity insuring, guarantying or providing for the payment of Bonds having theretofore made a corresponding payment on the Bonds. (ii) There shall next be deposited to each subaccount of the Reserve Account, amounts, if any required by the Resolution. See The Composite Resolution — Section 7.04(1)(b) in Appendix B. (iii) Then, to the issuer of any Registrar, Paying Agent, remarketing agent or similar agent with respect to any Bonds, or to any party providing services in connection with Outstanding Bonds an amount equal to the fees and expenses of such persons accruing in such Bond Year. (iv) After the deposits required pursuant to subsections (i), (ii) and (iii) above, remaining Pledged Tax Increment Revenues in the Redevelopment Trust Fund shall be applied to make deposits to such other funds or accounts as shall be specified by the instrument providing for the issuance of Subordinated Obligations of such amounts as shall be necessary to pay debt service and other requirements with respect to Subordinated Obligations, as provided in the instrument providing for The issuance of such Subordinated Obligations. 18 (v) After making the deposits required pursuant to subsections (i), (ii), (iii) and (iv) above, amounts available in the SEOPW CRA Revenue Trust Fund Account shall be redeposited into the Redevelopment Trust Fund and may be used and applied by the Agency for any lawful purpose of the Agency in accordance with the Redevelopment Act. Deposits required pursuant to this Section shall be cumulative and the amount of any deficiency in any Bond Year shall be added to the amount otherwise required to be deposited in the Bond Years thereafter until such time as all such deficiencies have been cured. (b) The Agency shall not be required to make any further payments into the Tax Increment Revenue Bond Fund, including the accounts therein, but excluding the face amount of any Reserve Product, when the aggregate amount of funds in the Debt Service Account and Reserve Account, including the subaocounts therein, available for the payment thereof, is at least equal to the aggregate principal amount of Bonds issued pursuant to this Resolution and then Outstanding, plus the amount of interest then due or thereafter to become due on said Bonds then Outstanding, or if all Bonds then Outstanding have otherwise been defeased pursuant to the Resolution. [Remainder of page intentionally left blank] 19 BOND RESOLUTION FLOW OF FUNDS Required Fund Deposits Application of Moneys me;µ •s ep>s ®ve• x- reiteil Ise •--l�eposr V,a -reme tom niic -M• Opp. lea . - aETZE F Q..•®96 .. YRia Security for Bonds and Parity Obligations*" w . _-` � te�is�a et=s off`. a �' � �n'�"_�� aaiioras- e�i • m ao @ :� =ir ZeWita 64oa E��4fEFe _ �> af[snd e etc • s ei am en a s.� ��, J'a erae =.siy'Re1F _r", l »:...Mgt "a s�rnil`ar e 4V th T i3y sMgrial. aining Funds w w A _ bataA lgint 1paii sfinentt: a ayme -- - e a ni taie ant. ire c 15 e . iEtaiirenumo j1; r legaa B zits ".OE;' ava31211e o es:, #k,e. wiiouof-regcu'Wd e Wig7� - - e: e • e .tesblub an _ ** The amounts held in the funds and accounts within the text box labeled `Security for Bonds and Parity Obligations' will be held by the Fiscal Agent pursuant to the Fiscal Agent Agreement. 20 DESCRIPTION OF PLEDGED REVENUES General The Series 2014A Bonds are secured by the pledge of the Pledged Tax Increment Revenues deposited into SEOPW CRA Revenue Bond Trust Fund Account of the Redevelopment Trust Fund. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS — Flow of Funds" herein. The City and the County are required to make payments to the Redevelopment Trust Fund. Required payments to the Redevelopment Trust Fund are based on the preliminary assessed valuation of taxable real property for each year and are subject to modification due to subsequent adjustment to such assessed valuation based upon a successful appeal of the preliminary assessed valuation. This adjustment of preliminary assessed value to final assessed value takes place two calendar years after the initial assessment. At that time the amount of required payment to the Redevelopment Trust fund is adjusted downward to reflect the final assessed value. In 2011, a parcel of land which included several folio numbers was inadvertently left out to the preliminary assessment valuation process. After the inclusion of its final assessed value the amount of required payment to the Redevelopment Trust Fund was adjusted upward in the amount of $61,249 from the City. The County's portion of $38,872 was not applied based upon the application of 2010 CAP, defined herein. Pursuant to the Act, on or before January 1, the City and the County must appropriate and pay to the Redevelopment Trust Fund an amount equal to 95% of the difference between: (a) The amount of ad valorem taxes levied each year by that taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the geographic boundaries of the Redevelopment Area, and (b) The amount of ad valorem taxes which would have been produced by the then current millage rate of that taxing authority, exclusive of any debt service millage, had it been applied to the assessed valuation of the taxable real property in the Redevelopment Area as of January 1, 1982 with respect to the original boundaries, 1985 with respect to the 1985 Park West Addition (defined herein) and 2009 with respect to the 2009 expanded boundaries based on the year the taxable real property was designated as a part of the Redevelopment Area. Current and future tax increment revenue accruing within the Redevelopment Area is predicated upon assessed real property valuations in excess of taxable assessed values recognized for a specific base year. The incremental increase in ad valorem taxes is used to measure the amount of the contribution which must be appropriated and contributed by each taxing authority which is required to make payments. The City and the County cannot be compelled to levy ad valorem taxes to generate tax increment or to make such payments. The statutory obligation of a taxing authority to make the required payments to a community redevelopment trust fund continues for so long as a community redevelopment agency has indebtedness pledging tax increment revenues to the payment thereof outstanding. Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues Pursuant to County Ordinance No. 82-115 ("Ordinance No. 82-115") enacted by the Miami -Dade County Commission on December 21, 1982, beginning with the twentieth year after the date of sale of the initial bonding or indebtedness secured by a pledge of Tax Increment Revenues and in every year thereafter, the County's payment of Tax Increment Revenues to the Redevelopment Trust Fund shall not exceed the amount which was deposited into the Redevelopment Trust Fund in the nineteenth year after the date of sale of initial bonding or indebtedness secured by a pledge of Tax Increment Revenues. In the nineteenth year (2010) the County deposited $3,955,532.00 into the Redevelopment Trust Fund. Based upon Ordinance No. 82-115 the County will not deposit amounts into the Redevelopment Trust Fund in excess of $3,955,52.00 in any year subsequent to 2010 (the "2010 CAP") unless the County modifies or repeals Ordinance 82-115 or unless Ordinance 82-115 is determined to be unenforceable under State law. The County and the Agency are in dispute regarding the enforceability of the 2010 CAP. Notwithstanding this dispute, for purposes of this Limited Offering Memorandum and the charts contained herein, the Agency has assumed that the 2010 CAP is valid. The Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation (the "Gran Central Loan Agreement"), the City has agreed to utilize certain Tax Increment Revenues (the "Gran 21 Central Designated Area TIF Revenues") for certain obligations described therein. The Gran Central Designated Area TIF Revenues shall be excluded from the Pledged Tax Increment Revenues. The obligations have not become due because the project has not been completed. See "LIABILITIES OF THE AGENCY — Long -Tenn Obligations" herein. An Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA and the City (the "Children's Trust Fund Interlocal Agreement"), provides that the portion of the Tax Increment Revenues derived from the imposition of a half -mil tax levied by the Children's Trust District against real property located within the Redevelopment Area (the "Children's Tax Increment Revenues") shall be excluded from the Pledged Tax Increment Revenues. See "DESCRIPTION OF PLEDGED REVENUES -- Pledged Revenues — Historical Agency Obligations — Table" and "DESCRIPTION OF PLEDGED REVENUES — Pledged Revenues — Projected Agency Obligations — Table" herein. An Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the OMNI CRA (the "2007 Interlocal Agreement"), provides that for fiscal year 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. The Agency must return 45% of tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund (the "2007 Interlocal Agreement 1'11, Revenues"). The 2007 Interlocal Agreement TIP Revenues shall be excluded from the Pledged Tax Increment Revenues. See "Properties Subject to 2007 Interlocal Agreement --- Table," "Historical Taxable Assessed Values of Properties Subject to the 2007 Interlocal Agreement — Table" and "Calculation of 2007 Interlocal Agreement 1'ih Revenues Based on Fiscal Year 2014 Assessed Values — Table" directly below. See "DESCRIPTION OF PLEDGED REVENUES — Pledged Revenues — Pledged Tax Increment Revenues Available for Debt Service Based on 2014 Tax Year Values — Table" herein. Properties Subject to the 2007 Interlocal Agreement Property Name 1 600 Biscayne 2 Lyric Village 3 Marquis West 4 Paramount Park (700 Biscayne Boulevard) 5 Logik Tower 6 Office Building 7 Crosswinds (Sawyer's Walk)* 8 Miami Arena/Arena Adventure LLC 9 FlaglerDeveloment Co. 10 Ten Museum Park 11 900 Biscayne 12 Marina Blue (The Mist) 13 Overtown Transit Village (Miami -Dade County)* 14 Marquis (1100 Biscayne Boulevard) Total * Government Owned. Address 666 Biscayne Blvd 919 NW 2nd Ave 127 NE 1 lth Street 728 Biscayne Blvd 532 NW 1st Court 27 NE 9th St 249-263 NW 6th St 700 N Miami Ave 430-650 NW 1st Ave 1040 Biscayne Blvd 900 Biscayne Blvd 824 Biscayne Blvd 601-799 NW 1st Court 1100 Biscayne Blvd [Remainder of page intentionally left blank] 2013 Tax Year Assessed Value $ 4,346,234 3,022,862 4,062,575 6,273,664 742,500 608,850 N/A- Exempt 24,702,160 6,415,464 74,583,204 307,011,351 168,332,809 N/A- Exempt 199,938,568 $800,040,241 22 Historical. Taxable Assessed Values of Properties Subject to the 2007 Interlocal Agreement Total Taxable Assessed Tax Year Value 2005 $ 67,407,052 2006 79,820,563 2007 107,197,547 2008 108,183,797 2009 192,992,517 2010 561,720,234 2011 719,031,071 2012 684,433,709 2013 714,900,523 2014 800,040,241 Source: Miami -Dade County Property Appraiser Office. Calculation of the 2007 Interlocal Agreement TIF Revenues Based on Fiscal Year 2014 Assessed Values(1) Assessed Value of Properties Subiect to 2007 Interlocal Agreement 2007 Interlocal TIF Agreement Revenues TIF Available to County TIF City TIF Total TIF Revenues Aaencym Tax Roll less Base Year Tax Roll less Tax Roll less Total County Base Year Base Year Roll Estimated Miilage City Millage Combined Year Tax Roll for (0.4704%) (0.7571%) Millage 45% TIF 50°/u TIF (Jan 1) FY FY 2014 Times 95% Times 95% Times 95% County/City CountylCity 2013 2014 $800,040,241 $3,575,220 $5,754,249 $9,329,469 $4,198,261 $5,131,208 Source: Miami -Dade County Property Appraiser Office and Agency Finance Department. (1) Fiscal Year 2014 revenues are based on the 2013 tax year. (2) The County's Tax Increment Revenue available to the Agency has been limited to the 2010 CAP amount. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. [Remainder of page intentionally left blank] 23 Millage Rates The table below summarizes that established millage rates levied in the last ten (10) years by the City and the County. Fiscal Year Ended Sept. 30 City of Miami Miami -Dade County Total 2005 8.7160 5.9350 14.6510 2006 8.4990 5.8350 14.3340 2007 8.3740 5.6150 13.9890 2008 7.2990 4.5790 11.8780 2009 7.6740 4.8370 12.5110 2010 7.6740 4.8370 12.5110 2011 7.6740 5.4275 13.1015 2012 7.5710 4.8050 12.3760 2013 7.5710 4.7035 12.2745 2014 7.5710 4,7035 12.2745 Souree: Miami -Dade County Property Appraiser Office. Future economic and fiscal developments, among other factors, will effect millage rates. The Agency cannot make any representations with respect to future millage rates of the City and the County Pledged Revenues Pledged Revenues are derived from taxable real property in the Redevelopment Area as of January 1, 1982 with respect to the original boundaries, 1985 with respect to the 1985 Park West Addition and 2009 with respect to the 2009 expanded boundaries. The assessed valuation of taxable real property in the Redevelopment Area as of January 1, 1982 used for determining the incremental assessed valuation in future years is $78,305,502. The additional taxable real property in the Redevelopment Area as of January 1, 1985 and January 1, 2009 used for determining the incremental assessed valuation in future years is $37,461,910 and $94,245,513, respectively. The amount of Tax Increment Revenues to be received in any future year is dependent on the assessed valuation of the taxable real property in the various portions of the Redevelopment Area as of January 1 of such year and the applicable millage rate used by the taxing authority in such year, the incremental increase in such valuation and subject to the 2010 CAP. [Remainder of page intentionally left blank] 24 Base Year Taxable Assessed Value Taxable Assessed Value Area Acreage Base Year in Base Year Original Boundaries 172 1982 $78,305,502 2009 Expanded Boundaries 392 2009 $94,245,513 1985 Park West Addition* 86 1985 $37,461,910 TOTAL CRA 650 Source. Miami -Dade County Property Appraiser Office. * This area has not generated any Tax Increment Revenues to date. The 2013 taxable assessed value was $31,957,341. Historical Tax Increment Revenues (1) Original Boundaries 2009 Expanded Boundaries Total Tax Increment Revenues Tax Year City County City County City County Aggregate 2005 $1,627,940 $1,188,848 $1,627,940 $1,188,848 $2,816,788 2006 2,495,666 1,714,153 2,495,666 1,714,153 4,209,819 2007 2,995,946 2,410,430 2,995,946 2,410,430 5,406,376 2008 3,568,307 2,228,137 3,568,307 2,228,137 5,796,4440) 2009 4,309,075 2,705,822 4,309,075 2,705,822 7,014,897") 2010 6,270,444 3,955,532 6,270,444 3,955,532 10,225,976(t) 2011 6,845,971 4,865,405,2) 6,845,971 4,865,405 11,711,376(4) 2012 4,951,081 3,147,216 4,951,081 3,147,216 8,098,297") 2013 5,947,771 3,628,396 $130,198 $80,886 6,077,969 3,709,282 9,787,2510) 2014 7,349,506 3,955,5320) 194,346 7,543,852 3,955,532 11,499,384") Source: Miami -Dade County Property Appraiser Office. a) The 1985 Park West Addition has been omitted because it has not generated any Tax Increment Revenues to date. 0) The 2010 CAP not applied. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" and "LIABILITIES OF THE AGENCY — Commitments and Contingencies' herein. tm The 2010 CAP amount. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. ° Excludes Tax Increment Revenues deposited into the Redevelopment Trust Fund by the Children's Trust Fund because such amounts are not Pledged Tax Increment Revenues. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. [Remainder of page intentionally left blank] 25 Historical Tax Increment Revenues from Properties Subiect to the 2007 lnterlocal Agreement * Total Tax Increment Revenues from Properties Subject to the 2007 Interlocal Agreement Tax Year City County Aggregate 2005 $ 791,298 $ 526,549 $1,317,847 2006 783,430 533,701 1,317,131 2007 558,144 380,058 938,202 2008 644,475 442,465 1,086,941 2009 852,789 571,819 1,424,607 2010 750,152 470,605 1,220,757 2011 1,406,973 886,830 2,293,803 2012 4,095,109 2,581,189 6,676,298 2013 5,241,952 3,707,414 8,949,366 2014 4,922,755 3,124,269 8,047,024 Source: Miami -Dade County Property Appraiser Office. [Remainder of page intentionally left blank] Calculation of Southeast Overtown-Park West historical Tax Increment Revenues FY 2009-2010 FY 2010-2011 FY 2011-2012 Southeast Overtown CRA (Original Boundaries) Preliminary Taxable Value of the Original District Taxable Value Base Year - 1982 Value Increment Divided by 1000 Multiply by 95% City Operating Mileage - Current Year County Operating Mileage - Current Year Value of Tax Increment (City) Value of Tax Increment (County) Adjustment to prior year taxable value Divided by 1000 Multiply by 95% City Operating Mileage County Operating Mileage Adjustment to Prior Year Tax Increment (City) Adjustment to Prior Year Tax Increment (County) Southeast Overtown CRA (1985 Park West Addition) Preliminary Tax Increment Value Taxable Value Base Year - 1985 Value Increment Divided by 1000 Multiply by 95% City Operating Mileage - Current Year County Operating Mileage - Current Year Value of Tax Increment (City) Value of Tax Increment (County) Southeast Overtown CRA (2009 Expanded Boundaries) Preliminary Tax Increment Value Taxable Value Base Year - 2009 Value Increment Divided by 1000 Multiply by 95% City Operating Mileage - Current Year County Operating Mileage - Current Year Value of Tax Increment (City) Value of Tax Increment (County) Not Advalorem (City) (Original, 1985 and 2009 Boundaries) Net Advalorem (County) (Original, 1985 and 2009 Boundaries) S1,041,106,026 $1,059,376,024 (78,305,502) (78,305,502) 962,800,524 981,070,522 962,601 981,071 914,660 932,017 7,6740 7.6740 4.8370 5.4275 7,019105 7,152 298 4,425,036 5,058,522 (107,916,563) (42,018,450) (107,917) (42,018) (102,521) (39,918) 7.2990 7.6740 4.5790 4.8370 (748,299) (306,327) (469,504) (193,117) 32,884,227 27,028,506 (37,461,910) (37,461,910) (4,577,683) (10,433,404) (4,578) (10,433) (4,349) (9,912) 7.6740 7.6740 4.8370 5.4275 6,270,806 3,955,532 $10,226,338 6,845,971 4,865,405 $11,711,377 $929,997,146 (78,305,502) 851,691,644 651,692 809,107 7.5710 4.8050 6,125,749 3,887,759 (161,127,62S) (161,128) (153,071) 7.6740 4.8370 (1,174,667) (740,542) 27,274,511 (37,461,910) (10,187,399) (10,187) (9,678) 7.5710 4.8050 80,141,008 (94,245,513) (14,104,505) (14,105) (13,399) 7.5710 47035 4,951,082 3,147,217 $8,098,299 FY 2012-2013 FY 2013-2014 $1,013,027,544 (78,305,502) 934,722,042 934,722 887,986 7,5710 4.7035 6,722,942 4,176,642 (I06,329,026) (106,329) (101,013) 7.6740 5.4275 (775,174) (548,248) 31,216,717 (37,461,910) (6,245,193) (6,245) (5,933) 7.5710 4.7035 112,347,563 (94,245,513) 18,102,050 18,102 17,197 7.5710 4.7035 130,198 80,886 6,077,967 3,709,280 $9,787,247 $1,091,625,807 (78,305,502) 1,013,320,305 1,013,320 962,654 7.5710 4,7035 — 7,288,257 8,515,950 8,516 8,090 7.5710 4.8050 61,249 (I) -_m 31,957,341 (37,461,910) (5,504,569) (5,505) (5,229) 7.5710 4.7035 121,266,407 (94,245,513) 27,020,894 27,021 25,670 7.5710 4.7035 194,348 7,543,852 3,955,532(2) $11,499,384 Source: Miami -Dade County Property Appraiser Office and Agency Finance Department. (1) Positive adjustment for City based on 2011 error. No adjustment fnr County because of the 2010 CAP. See "DESCRIPTION OF PLEDGED REVENUES — General" and `DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Ruvenves" herein. (2) The 2010 CAP amount. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tex Increment Revenues" herein. 27 The following tables show the historic obligations of the Agency beginning with the tax year following the 2007 Interlocal Agreement and the Children's Trust Fund Interlocal Agreement, 2008 through tax year 2014 and the future obligations of the Agency for tax years 2014 through 2030. Historical Agency Obligations Tax Children's Gibson Park Year Trust Fund(1) Debt Service(2) Total 2008 $215,813 $215,813 2009 251,439 251,439 2010 454,707 454,707 2011 465,702 465,702 2012 403,250 $190,000 593,250 2013 446,116. 440,059 886,175 2014 491,126 440,059 931,185 Source: Agency Finance Department. (F) Reflects the Agency's obligation to remit to the Children's Trust Fund the amount of its deposit to the Redevelopment Trust Fund pursuant to the Children's Trust Fund Interlocal Agreement. See "DESCRIPTION OF PLEDGED REVENUES - Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. () Gibson Park Debt Service is payable on parity with debt service on the Series 2014A Bonds, Future Agency Obligations Based on 2014 Tax Year Actual Tax Children's Year Trust Fund (1) 2015 $491,126 2007 Interlocal Til Revenues (2) Gibson Park Debt Service (3) Total $440,059 $ 931,185 2016 491,126 440,059 931,185 2017 491,126 $4,198,261 831,534 5,520,921 2018 491,126 4,198,261 833,357 5,522,744 2019 491,126 4,198,261 835,346 5,524,733 2020 491,126 4,198,261 837,554 5,526,941 2021 491,126 4,198,261 839,756 5,529,143 2022 491,126 4,198,261 842,196 5,531,583 2023 491,126 4,198,261 844,303 5,533,690 2024 491,126 4,198,261 847,056 5,536,443 2025 491,126 4,198,261 850,182 5,539,569 2026 491,126 4,198,261 853,904 5,543,291 2027 491,126 4,198,261 861,589 5,550,976 2028 491,126 4,198,261 865,660 5,555,047 2029 491,126 4,198,261 869,791 5,559,178 2030 491,126 4,198,261 4,689,387 Source: Agency Finance Department. (° Based on 2014 tax year. Reflects the Agency's obligation to remit to the Children's Trust Fund the amount of its deposit to the Redevelopment Trust Fund pursuant to the Children's Trust Fund Interlocal Agreement. See "DESCRIPTION OF PLEDGED REVENUES - Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. 28 (2) Based on 2014 tax year. Return of 45% of City and County deposits to the Redevelopment Trust Fund pursuant to the 2007 Interlocal Agreement. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (33 Actual Debt Service. Gibson Park Debt Service is payable on parity with debt service on the Series 2014A Bonds. The following table shows the projected Pledged Tax Increment Revenues available for debt service for tax year 2014 through 2030 based en 2014 tax year values. Pledged Tax Increment Revenues Available for Debt Service Based on 2014 Tax Year Values Gross Tax City's Cotlnty's Increment Tax Tax Revenues Increment Increment Deposited to Pledged Tax Tax Revenue Revenue Redevelopment Less 2007 Interlocal Increment Year Contribution Contribution"" Trust Fund TIF Revenues"' Revenues 2014 $7,543,852 $3,955,532 $11,499,384 $11,499,384 2015 7,543,852 3,955,532 11,499,384 11,499,384 2016 7,543,852 3,955,532 11,499,384 11,499,384 2017 7,543,852 3,955,532 11,499,384 $(4,198,261) 7,301,123 2018 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2019 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2020 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2021 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2022 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2023 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2024 7,543,852 3,955,532 1I,499,384 (4,198,261) 7,301,123 2025 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2026 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2027 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2028 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 2029 7,543,832 3,955,532 11,499,384 (4,198,261) 7,301,123 2030 7,543,852 3,955,532 11,499,384 (4,198,261) 7,301,123 Source: Miami -Dade County Property Appraiser Office and Agency Finance Department. (I) The County's Tax Increment Revenue contribution to the Redevelopment Trust Fund has been limited to the 2010 CAP amount, See "DESCRIPTION OF PLEDGED REVENUES -- Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (2) Based on 2013 tax year. [Remainder of page intentionally left blank} 29 Pro Forma Debt Service Coverage Calculation Based on 2014 Tax Year Values (1) Pledged Tax Excess Pledged Increment Gibson Series 2014A Projected Debt Tax Increment Tax Revenues Park Debt Bonds Debt Aggregate Debt Service Revenues after Year Service (2) Service Service Coverage Debt Service 2014 $11,499,384 2015 11,499,384 $440,059 2016 11,499,384 440,059 2017 7,301,123 831,534 2018 7,301,123 833,357 2019 7,301,123 835,346 2020 7,301,123 837,554 2021 7,301,123 839,756 2022 7,301,123 842,196 2023 7,301,123 844,303 2024 7,301,123 847,056 2025 7,301,123 850,182 2026 7,301,123 853,904 2027 7,301,123 861,589 2028 7,301,123 865,660 2029 7,301,123 869,791 2030 7,301,123 cn n) Preliminary Subject to Change. Gibson Park Debi Service is payable on parity with debt service on the Series 2014A Bonds. [Remainder of page intentionally left blank] 30 MANAGEMENT DISCUSSION OF BUDGET AND FINANCES The following discusses certain aspects of the Agency's current financial position and projected finances for Fiscal Years 2013 through 2014. Fiscal Year 2013 Results The assets of the Agency exceeded its liabilities at the close of its most recent fiscal year by $34,854,866. Of this amount, $7,007,616 was invested in capital assets net of related debt, resulting in an excess of $27,847,250 (unrestricted net assets) available to meet the Agency's obligations to citizens in the Redevelopment Area. At the close of the current fiscal year, the Agency's governmental funds reported combined ending fund balances of $27,960,526, an increase of $1,243,701 in comparison with the prior year. See "Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2013 and Actual Revenues and Expenditures for year to date through September 30, 2014" below. [Remainder of page intentionally Left blank] 31 The following table provides the original Fiscal Year ended September 30, 2013 adopted budget, the mid- year amended Fiscal Year ended September 30, 2013 Budget and actual revenues and expenditures through September 30, 2013 to the original Fiscal Year ended September 30, 2013 adopted budget: Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2013 and Actual Revenues and Expenditures through September 30, 2013 Original Final Actual Revenues Tax Increment Revenues $9,500,886 $9,787,251 $10,233,367 Parking Fees $57,878 Other $165,691 $65,386 Interest $44,032 Net unrealized loss on fair value of ($144,258) investment Total Revenues $9,500,886 $9,952,942 $10,256,405 Expenditures Current General Government $1,472,936 $1,602,328 $1,055,440 Community Redevelopment $34,404,366 $33,841,455 $6,737,539 Total Expenditures $35,877,302 $35,443,783 $7,792,979 Excess (deficiency) of revenues over (under) expenditures ($26,376,416) ($25,490,841) $2,463,426 Other Financing Sources (Uses): Transfer In Transfer Out Net Carryover Fund Balance $26,376,416 $25,490,841 $6,259 Total Other Financing Sources $26,376,416 $25,490,841 $6,259 (uses) Net Change In Fund Balance $0 $0 $2,469,685 Fund Balance - Beginning $25,490,841 Fund Balance - Ending $27 960 526 Source: Agency Financial Statement. 32 Fiscal Year 2014 Operations The Agency's original Fiscal Year 2014 Budget was adopted on September 12, 2013. It was amended on February 24, 2014. The following table provides the original -Fiscal Year ending September 30, 2014 adopted budget, the mid- year amended Fiscal Year ending September 30, 2014 Budget and unaudited actual revenues and expenditures through May 31, 2014: Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2014 and Actual Revenues and Expenditures Year to Date through May 31, 2014 Actual Original Final (Unaudited) Revenues Tax Increment Revenues $12,231,309 $12,231,309 $11,499,384 Children Trust Fund $491,126 Parking Fees $147,671 $147,671 Disposition of Land $10,159,541 $10,159,541 Other $80,250 $10,000 $124,431 Interest $27,593 Net unrealized loss on fair value of $103,115 investment Total Revenues $12,311,559 $22,548,521 $22,552,861 Expenditures Current General Government $1,358,150 $1,578,891 $816,894 Community Redevelopment $39,576,689 $48,930,155 $5,489,150 Total Expenditures $40,934,839 $50,509,046 $6,306,044 Excess (deficiency) of revenues over (under) expenditures ($28,623,280) ($27,960,526) $16,246,817 Other Financing Sources (Uses): Transfer In Transfer Out Net Carryover Fund Balance $28,623,280 $27,960,525 Total Other Financing Sources $28,623,280 $27,960,525 $0 (uses) Net Change In Fund Balance $0 $0 $16,246,817 Fund Balance — Beginning $27,960,526 Fund Balance — Ending $44,207,343 Source: Agency Finance Department. 33 Adoption of Investment Policy and Debt Management Policy Pursuant to an Interlocal Agreement the City acts as fiduciary for the Agency and therefore the Agency uses the City's Investment and Debt Management Policies. The City adopted a detailed written investment policy on August 23, 2007, that applies to all cash and investments held or controlled by the City and identified as "general operating funds." of the Investment Policy does not apply to the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such funds related to the issuance of debt where there are other existing policies or indentures in effect for such funds. Additionally, any future revenues, which have statutory investrent requirements conflicting with the City's Investment Policy and funds held by State agencies (e.g. Department of Revenue), are not subject to the provisions of the policy. The primary objective of the investment program is the safety of the principal of those funds within the portfolios. Investment transactions shall seek to keep capital losses at a minimum, whether they are from securities defaults or erosion of market value. To attain this objective, diversification is required so that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. The portfolios are required to be managed in such a manner that funds are available to meet reasonably anticipated cash flow requirements in an orderly manner. Return on investment is of least importance compared to the safety and liquidity objectives described in the policy. In accordance with the City's Administrative Policies, the responsibility for providing oversight and direction in regard to the management of the investment program resides with the City's Director of Finance. The Director of Finance has established written procedures for the operation of the investment portfolio and a system of internal accounting and administrative controls. The City's investment policy may be modified from time to time by the City of Miami Commission. Subject to the exceptions in the City's investment policy, the City may invest in the following types of securities: (a) The Florida Local Government Surplus Funds Trust Fund, (b) United States Government Securities, (c) United States Government Agencies, (d) Federal Instrumentalities, (e) Interest Bearing Time Deposit or Savings Accounts, (f) Repurchase Agreements, (g) Commercial Paper, (h) Corporate Notes, (i) Bankers' Acceptances, (j) State and/or Local Government Taxable and/or Tax -Exempt Debt, (k) Registered Investment Companies (Money Market Mutual Funds) and (1) Intergovernmental Investment Pool. Also, the City may invest in investment products that include the use of derivatives. Currently, the City does not own any derivative products. As of April 30, 2014, 100% of the City's investment portfolio was invested in Federal Instrumentalities. On July 21, 1998 the City adopted a Debt Management Policy to provide guidance governing the issuance, management, continuing evaluation of and reporting on all debt obligations issued by the City. Additionally, the Policy is to provide guidance in the preparation and implementation necessary for debt management compliance. It is the responsibility of the City's Finance Committee to review and make recommendations regarding the issuance of debt obligations and the management of outstanding debt.. The following policies concerning the issuance and management of debt were established in the Debt Management Policy: (a) the City will not issue debt obligations or use debt proceeds to finance current operations; (b) the City will utilize debt obligations only for acquisition, construction or remodeling of capital improvement projects that cannot be funded from current revenue sources or in such cases wherein it is more equitable to the users of the projects to finance the project over its useful life; and (c) the City will measure the impact of debt service requirements of outstanding and proposed debt obligations on single year, five, ten and twenty year periods. Pursuant to the Debt Management Policy, the City's debt issuance is subject to the following constraints: (i) the Net Debt Per Capita and the Net Debt to Taxable Assessed Value percentages, which shall be determined by the Finance Committee by bench marking the City to current industry standards, and (ii) the maximum maturity shall be the earlier of (a) the estimated useful life of the capital improvements being financed or (b) thirty years or (c) in the event debt was issued to refinance outstanding debt obligations the final maturity of the debt obligations being refinanced, unless a longer term is recommended by the Finance Committee. The City is currently in compliance with its Investment Policy and Debt Management Policy. 34 LIABILITIES OF THE AGENCY Long Term Obligation On January 20,1988, the City entered into a loan agreement with the Gran Central Corporation ("GCC") to finance 50% of the cost to acquire a parcel of property within the Redevelopment Area (the "1985 Park West Addition") and relocate and widen Northwest First Avenue between Northwest First Street and Northwest Eighth Street. The loan, in the amount of $1,708,864, does not bear interest and is payable from tax increment funds received from the City and County within the 1985 Park West Addition on a junior and subordinate basis to the lien granted to holders of the $11,500,000 Community Redevelopment Revenue Bonds, Series 1990. GCC was to be fully repaid by the year 2008 with annual payments to be made to the extent funds were generated by tax increment revenue within the 1985 Park West Addition, and available after required payments for the Series 1990 Bonds debt service and any requirement of the reserve fund or reserve product, as defined in the Series 1990 Bond indenture. GCC changed its name to Flagler Development Company in July 2000 and converted to Flagler Development Company, LLC in October 2006. It is currently listed as active by the Florida Department of State Division of Corporations. The loan became due during fiscal year 2008. However, management believes that since no tax increment funds have been generated within the 1985 Park West Addition, no payment on the loan is required. Any Tax Increment Revenues generated within the 1985 Park West Addition available to repay the loan from GCC are excluded from Pledged Tax Increment Revenues. Fund Balances At September 30, 2013, the agency reported the following governmental fund balances: • Restricted fund balance - these amounts are restricted to specific purposes when constraints placed on the use of resources are either (a) externally imposed by creditors (such as debt covenants), grantors, contributors, or laws or regulations of other governments; or (b) imposed by law through constitutional provisions or enabling legislation. • Committed fund balance - these amounts can only be used for specific purposes pursuant to constraints imposed by the Board of the Agency. The items cannot be removed unless the Board removes it in the same manner it was implemented. • Assigned fund balance - these amounts are approved and constrained by the Agency's intent to be used for specific purposes, but are neither restricted nor committed. • Unassigned fund balance - These amounts have not been assigned to other funds and have not been restricted, committed, or assigned for a specific purpose. Special Benefit Plans (a) 401(a) Deferred Compensation Plan All employees, including executives and general employees, of the Agency are eligible, after one year of service, to join the ICMA Retirement Trust 401(a) Deferred Compensation Plan (the Plan). The Plan agreement requires the Agency to contribute 8% of each executive employee's earnable compensation, and 5% of each general employee's earnable compensation. Contributions by executive and general employees are not required. Participants may withdraw funds at retirement or upon separation based on a variety of payout options. The following information relates to the Agency's participation in the 401(a) Deferred Compensation Plan: (b) 401(a) Deferred Compensation PIan (continued) Current year's payroll for executive employees $ 91,000 Current year's payroll for general employees 349,361 Current year's employer contributions for: Executive employees (8% rate) 7,280 General employees (5% rate) 17,468 35. (e) 4571b} Deferred Compensation Plan All employees, including executives and general employees, of the Agency are eligible to join the United States Conference of Mayors 457(b) Deferred Compensation Plan (the Plan). The Plan agreement requires the Agency to contribute 5% of each executive employee's earnable compensation, and is not required to contribute to general employee participants. Contributions by executive and general employees are not required. Participants may withdraw funds at retirement or upon separation based on a variety of payout options. The following information relates to the Agency's participation in the 457(b) Deferred Compensation Plan: Current year's payroll for executive employees Current year's employer contributions for: Executive employees (5% rate) Commitments and Contingencies $ 91,000 4,550 (a) The Agency is contractually obligated for approximately $21.3 million as of September 30, 2013, for construction projects. $12.9 million is allocated to affordable workforce housing projects, $1.8 million is allocated to construction of a community center, $1.7 million is allocated to the rehabilitation of the Overtown Shopping Center and $4.9 million is allocated to the construction of an indoor basketball court. (b) During 2010, the Agency committed to provide a grant to Camillus House for the construction of a new facility at an amount not to exceed $10 million. The grant, which is being funded by tax increment revenues, is subordinate to the Series 2014A Bonds and any Parity Obligations, is payable at $2 million per year over a five year period from fiscal year 2011 through fiscal year 2016 and has a remaining balance of $2 million. (c} The Agency is a defendant in several legal actions. The outcome of these actions cannot be determined at this time. Management believes that any liability from these actions will not have a material effect on The Agency's financial condition. (d) During fiscal year 2010, the Agency entered into a grant agreement with the City, with two subsequent amendments during fiscal year 2012, in an amount not to exceed $8 million, plus interest of approximately $6.1 miIlion, for the renovation of Gibson Park. Payments on the grant will be made through fiscal year 2030, and are secured by the Tax Increment Revenues on parity with the Series 2014A Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014A BONDS — General" ""herein. (e} If the 2010 CAP is found to be enforceable the Agency may have to pay the County approximately $909,873 to compensate for an overpayment of Tax Increment Revenues in 2011. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2014A Bonds are subject to the approval of Foley & Lardner LLP, Bond Counsel, Miami, Florida whose approving opinion in the form attached hereto as "APPENDIX D - FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the Series 2014A Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date and subsequent distribution thereof by recirculation of the Limited Offering Memorandum or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. While Bond Counsel has participated in the preparation of certain portions of this Limited Offering Memorandum, it has not been engaged by the Agency to confirm or verify, and except as may be set forth in an opinion of Bond Counsel delivered to the Underwriter, Bond Counsel will express no opinion as to the accuracy, completeness or fairness of any statements in this Litnited Offering Memorandum, or in any other reports, financial information, offering or disclosure documents or other information pertaining to the Agency or the Series 2014A 36 Bonds that may be prepared or made available by the Agency, the Underwriter or others to the holders of the Series 2014A Bonds or other parties. Certain legal matters will be passed upon for the Agency by Law Offices of Richard Kuper, P.A., Associate Counsel, Holland & Knight, Special Agency Counsel, and by D. Seaton and Associates, Miami, Florida, Disclosure Counsel to the Agency. The City and the Agency are separate public bodies corporate and politic under the laws of the State of Florida. For financial reporting purposes the Agency is treated as a component unit of the City. The outcome of the Securities And Exchange Commission Investigations or the Internal Revenue Service Examination of the City and its impact on the City cannot be predicted. Holland & Knight, Special Agency Counsel will deliver an opinion at the time the Series 2014A Bonds are issued, subject to the qualifications stated therein, that the Agency is a separate, distinct body corporate and politic from the City. The proposed form of such opinion is attached to this Limited Offering Memorandum as APPENDIX G. See "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY - Securities And Exchange Commission Investigations and Internal Revenue Service Examination" herein. VALIDATION The Agency received an entry of a final judgment by the Circuit Court of the Eleventh Judicial Circuit, Miami -Dade County, Florida on April 29, 2013 confirming and validating the Series 2014A Bonds and the security therefor. Under State law, the judgment of validation is final and conclusive with respect to the validity of the Series 2014A Bonds and the security therefor, and is not subject to collateral attack from other parties. LITIGATION There is no pending or, to the knowledge of the Agency, any threatened litigation against the Agency of any nature whatsoever which in any way questions or affects the validity of the Series 2014A Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the levy or collection of the Tax Increment Revenues. Neither the creation, organization or existence, nor the title of the present members of the Agency Board or other officers of the Agency is being contested. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400.003, Rules of Government Securities, promulgated by the Office of Financial Regulation of the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the Agency to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the Agency after December 31, 1975. Rule 69W-400.003 further provides, however, that if the Agency in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The Agency has not defaulted on the payment of principal or interest with respect to obligations issued by the Agency after December 31, 1975. TAX MATTERS In the opinion of Foley & Lardner LLP, Bond Counsel, based on existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, as described herein, interest on the Series 2014A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code (the "Code"). In the further opinion of Bond Counsel, interest on the Series 2014A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings in determining federal alternative minimum taxable income of corporations. A copy of the proposed form of the opinion of Foley & Lardner LLP, as Bond Counsel, is set forth in APPENDIX E. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross 37 income for federal income tax purposes of interest on obligations such as the Series 2014A Bonds. The Agency has covenanted to comply with certain restrictions and requirements designed to assure that the interest on the Series 2014A Bonds will not be included in gross income for federal income tax purposes. Failure to comply with these covenants may result in such interest being included in gross income for federal income tax purposes, possibly from the original issuance date of the Series 2014A Bonds. The opinion of Foley & Lardner LLP, as Bond Counsel, assumes compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the issuance of the Series 2014A Bonds may adversely affect the tax status of the interest on the Series 2014A Bonds. The opinion of Bond Counsel relies on factual representations made by the Agency and other persons. These factual representations include but are not limited to certifications by the Agency regarding its reasonable expectations regarding the use and investment of bond proceeds. Bond Counsel has not verified these representations by independent investigation. Bond Counsel does not purport to be an expert in asset valuation and appraisal, financial analysis, financial projections or similar disciplines. Failure of any of these factual representations to be correct may resuIt in interest on the Series 2014A Bonds being included in gross income for federal income tax purposes, possibly from the original issuance date of the Series 2014A Bonds. Certain requirements and procedures contained or referred to in the Resolution, the Tax Certificate relating to the Series 2014A Bonds and other relevant documents may be changed and certain actions may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. Bond Counsel expresses no opinion as to any Bond or the interest thereon if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Foley & Lardner LLP. Although Bond Counsel is of the opinion that interest on the Series 2014A Bonds is excluded from gross income for federal income tax purposes, the ownership or disposition of, or the accrual or receipt of interest on, the Series 2014A Bonds may otherwise affect a Beneficial Owner's federal tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Beneficial Owner or the Beneficial Owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences except as expressly provided in the opinion of Bond Counsel. Current and future legislative proposals, if enacted into law, may cause the interest on the Series 2014A Bonds to be subject, directly or indirectly, to federal income taxation or otherwise prevent the owners of the Series 2014A Bonds from realizing the full current benefit of such interest. As one example, the Obama Administration previously announced a legislative proposal that would to some extent limit the exclusion from gross income of interest on obligations like the Series 2014A Bonds (regardless of when they were issued) for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. Other legislative proposals have been made that could significantly reduce the benefit of, other otherwise affect, the exclusion from gross income of interest on obligations like the Series 2014A Bonds. The introduction or enactment of any such legislative proposals may also affect, perhaps significantly, the market price for, or marketability of, the Series 2014A Bonds. Prospective purchasers of the Series 2014A Bonds should consult their own tax advisers regarding any pending or proposed federal tax legislation, as to which Bond Counsel expresses no opinion. Further, no assurance can be given that any action of the Internal Revenue Service, including but not limited to selection of the Series 2014A Bonds for examination, or the course or result of any IRS examination of the Series 2014A Bonds, or bonds which present similar tax issues, will not affect the market price for or marketability of the Series 2014A Bonds. The opinion of Bond Counsel is based on current legal authorities, covers certain matters not directly addressed by such authorities, and represents Bond Counsel's judgment regarding the proper treatment of the Series 2014A Bonds for federal income tax purposes. It is not binding on the IRS or the courts, and it is not a guarantee of result. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Agency or about the effect of changes to the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Agency has covenanted, however, to comply with the applicable requirements of the Code. Bond Counsel is not obligated to defend the Agency regarding the tax-exempt status of the Series 2014A Bonds in the event of an examination by the IRS. Under current IRS procedures, the Beneficial Owners and other parties other than the Agency would have little, if any, right to participate in an IRS examination of the Series 38 2014A Bonds. Moreover, because obtaining judicial review in connection with an IRS examination of tax-exempt Series 2014A Bonds is difficult, obtaining independent review of IRS positions with which the Agency legitimately disagrees may not be practicable. Any action of the IRS, including but not limited to selection of the Series 2014A Bonds for examination, or the course or result of such an examination, or an examination of Series 2014A Bonds presenting similar tax issues may affect the market price, or the marketability, of the Series 2014A Bonds, and may cause the Agency or the Beneficial Owners to incur significant expense. Original Issue Discount To the extent the issue price of any maturity of the Series 2014A Bonds is less than the amount to be paid at maturity of such Series 2014A Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Series 2014A Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is treated as interest on the Series 2014A Bonds which is excluded from gross income for federal income tax purposes. For this purpose, the issue price of a particular maturity of the Series 2014A Bonds is the first price at which a substantial amount of such maturity of Series 2014A Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Series 2014A Bonds accrues daily over the term to maturity of such Series 2014A Bonds on the basis of a constant rate compounded on periodic compounding (with straight-line interpolations between compounding dates). In general, the length of the interval between periodic compounding dates cannot exceed the interval between debt service payments on such Series 2014A Bonds and must begin or end on the date of such payments. The accruing original issue discount is added to the adjusted basis of such Series 2014A Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Series 2014A Bonds. Beneficial Owners of the Series 2014A Bonds should consult with their own tax advisors with respect to the tax consequences of ownership of Series 2014A Bonds with original issue discount, including the treatment of purchasers who do not purchase such Series 2014A Bonds in the original offering to the public at the first price at which a substantial amount of such Series 2014A Bonds are sold to the public. Original Issue Premium Series 2014A Bonds purchased, whether at original issuance or otherwise, for an amount greater than their principal amount payable at maturity (or, in some eases, at their earlier call date) ("Premium Bonds") will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax exempt interest received, and a Beneficial Owner's basis in a Premium Bond, will be reduced by the amount of amortizable bond- premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. RATINGS Standard & Poor's Ratings Services ("S&P") has assigned an underlying rating of " " (stable outlook), to the Series 20I4A Bonds. The rating reflects only the views of said rating agency and an explanation of the rating may be obtained only from said rating agency. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2014A Bonds. An explanation of the significance of the ratings can be received from the rating agency, at the following address: 25 Broadway, New York, New York 10004. FINANCIAL ADVISOR The Agency has retained Public Financial Management, Inc., Coral Gables, Florida, as Financial Advisor in connection with the authorization and issuance of the Series 2014A Bonds. The Financial Advisor has assisted the Agency in the preparation of this Limited Offering Memorandum and has advised the Agency as to other matters relating to the planning, structuring and issuance of the Series 2014A Bonds. The Financial Advisor is not obligated 39 to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Lhnited Offering Memorandum. Public Financial Management, Inc. is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. AUDITED FINANCIAL STATEMENTS The Audited Financial Statements of the Agency for the Fiscal Year ended September 30, 2013 (the "Audited Financial Statements"), the report thereon of Sanson, Kline, Jacomino, Tandoc & Gamarra, LLP, as independent certified public accountants, is attached hereto as "APPENDIX C—AUDITED FINANCIAL STA I'EMENTS OF THE AGENCY FOR FISCAL YEAR ENDED SEP 1'k.MBER 30, 2013" as a part of this Limited Offering Memorandum. The Audited Financial Statements have been included as a public document and no consent was requested or received from Sanson, Kline, Jacomino, Tandoc & Gamarra, LLP. UNDERWRITING The Series 2014A Bonds are being purchased by Wells Fargo Bank, National Association (the "Underwriter") at an aggregate purchase price of $ (the par amount of the Series 2014A Bonds, less Underwriter's discount of $ plus original issue premium of $ ). The Underwriter's obligations are subject to certain conditions precedent described in the Bond Purchase Agreement entered into between the Agency and the Underwriter, and they will be obligated to purchase all of the Series 2014A Bonds if any Series 2014A Bonds are purchased. Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association, the Underwriter with respect to the Series 2014A Bonds. The Underwriter and its respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriter and its respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services and banking services for the Agency, for which they receive or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Agency. Wells Fargo Bank NA is providing financing for one of the Redevelopment Projects and an equity investment in a developer of one of the Redevelopment Projects. . See "THE REDEVELOPMENT PROJECTS" herein. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2014A Bonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2014A Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2014A Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. 40 CONTINUING DISCLOSURE While the Series 2014A Bonds are not subject to Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, the Agency has covenanted for the benefit of the holders of the Series 2014A Bonds to provide certain financial information and operating data relating to the Agency and the Series 2014A Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant will only apply so long as the Series 2014A Bonds remain outstanding. The Annual Report and any notices of material events will be filed by the Agency with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system for municipal securities disclosures as described in the proposed form of Continuing Disclosure Agreement attached hereto as APPENDIX E. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in "APPENDIX E - FORM OF CONTINUING DISCLOSURE AGREEMENT" attached hereto, which will be executed by the Agency at the time of issuance of the Series 2014A Bonds. Failure of the Agency to comply with the provisions of the Continuing Disclosure Agreement will not constitute an event of default under the Resolution. It is the position of the Agency that the sole and exclusive remedy of any holder of a Series 2014A Bond for enforcement of the provisions of the Continuing Disclosure Agreement will be an action of mandamus or specific performance to cause the Agency to comply with its obligations thereunder. The Agency's dissemination agent for such undertakings is Digital Assurance Certification, L.L.C. With respect to the Series 2014A Bonds, no party other than the Agency is obligated to provide, nor is expected to provide, continuing disclosure information. ACCURACY AND COMPLETENESS OF LIMITED OFFERING MEMORANDUM The references, excerpts, and summaries of all documents, statutes, and information concerning the Agency and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2014A Bonds, the security for the payment of the Series 2014A Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. The appendices attached hereto are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all foregoing statements. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the Agency from the date hereof. FORWARD -LOOKING STATEMENTS This Limited Offering Memorandum contains certain "forward -looking statements" concerning the Agency's operations, performance and financial condition, including its future economic performance, plans and objectives. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the Agency. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by These forward - looking statements. MISCELLANEOUS Any statements made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Limited Offering Memorandum nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2014A Bonds. 41 AUTHORIZATION OF LIMITED OFFERING MEMORANDUM The execution and delivery of this Limited Offering Memorandum has been duly authorized and approved by the Agency. At the time of delivery of the Series 2014A Bonds, the Agency will furnish a certificate to the effect that nothing has come to its attention which would lead it to believe that the Limited Offering Memorandum (other than information herein related to DTC, the book -entry only system of registration and the information contained under the captions "TAX MATTERS" and "UNDERWRITING" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2014A Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Limited Offering Memorandum is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were trade, not misleading. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Executive Director By: Finance Officer 42 APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY General Now 117 years old, the City of Miami, Florida (the "City") is part of the nation's seventh largest metropolitan area. Incorporated in 1896, the City is the only major municipality conceived and founded by a woman, Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a City rich in cultural and ethnic diversity with approximately 414,000 residents according to the most recent estimates by the U.S. Census Bureau, 58.4% of them foreign born. In physical size the City is not large, encompassing only 35.87 square miles. The City is situated at the mouth of the Miami River on the western shore of Biscayne B.ay, the main port entry in Florida. The City is the southernmost major city and seaport in the continental United States. The nearest foreign territory is the Bahamian Island of Bimini, 50 miles from the City's coast. In population, the City is the largest of the 35 municipalities that make up Miami -Dade County (the "County" or "Miami -Dade County") and is the County seat. Population City of Percent Miami -Dade Percent State of Percent Year Miami Change County Change Florida Change 1960 291,688 -- 935,047 4,951,560 1970 331,553 13.6% 1,267,792 35,6% 6,791,418 37.2% 1980 346,865 4.6 1,625,509 28.2 9,746,961 43.5 1990 358,648 3.4 1,937,194 19.2 12,938,071 32.7 2000 362,470 1.0 2,253,362 16.3 15,982,378 23.5 2010 399,457 10.2 2,496,435 13.7 18,801,310 17.6 2013 413,892 3.6 2,617,176 4,8 19,552,860 4.0 Source: Bureau of Economic and Business Research, University of Florida, US Census Bureau. Government Since 1997, the City has been governed by a form of government known as the "Mayor -City Commissioner plan." There are five Commissioners elected from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. City elections are held hi November every two years on a non -partisan basis. Candidates for Mayor must run as such and not for the Commission in general. At each election, two or three members of the Commission are elected for four-year terms. Thus, the terms are staggered so that there are always at least two experienced members of the Commission, The City Manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and supervision of department directors, preparation of the City's annual budget and initiation of the investigative procedures. In addition, the City Manager takes appropriate action on all administrative matters. Climate The City's climate is sub -tropical -marine, characterized by long summers with abundant rain fall and mild, dry winters. The average temperature in the summer is 81.4 degrees Fahrenheit and 69.1 degrees Fahrenheit in the winter, with an average annual temperature of 75.4 degrees. A-1 Parks and Recreation Outdoor recreational activities like golf, tennis, running, bicycling, rollerblading, boating and fishing can be enjoyed year-round. Altogether, Miami -Dade County has over 250 parks and recreational areas totaling over one million acres, including Everglades and Biscayne National Parks. Several public golf courses and tennis courts are available throughout the County. Miami -Dade County's 22 miles of public beach comprise 1,400 acres, which are freely accessible and are enjoyed year round by residents and tourists. Athletics for spectator sports fans are held at the American Airlines Arena. Sun Life Stadium, which is used by the Miami Dolphins and the Miami Hurricanes, is located in North Central Miami -Dade County. The City and County jointly constructed a new stadium and parking garage for the Florida Marlins baseball franchise. Sports competition includes professional and college football, basketball, baseball, tennis, golf, sailing and championship boat races. Other athletic events include amateur football, basketball, soccer, baseball, motorcycle speedway racing and rowing events. Education Miami -Dade County's public school system is the fourth largest in the United States, as measured by student enrollment. The countywide school district offers a wide variety of programs to meet the needs of its 345,000-plus students. For example, The School Board of Miami -Dade County's magnet schools provide intensive levels of instruction in subjects like science and technology, foreign languages, health care, architecture, the performing arts and marine sciences. Other public school programs serve students with different academic, physical or emotional needs, including gifted, advanced and remedial courses, Miami -Dade County is also noted for its high quality private schools, which include Gulliver Academy, Miami Country Day School and Ransom Everglades, as well as numerous schools affiliated with religious organizations. Overall, 80% of graduating seniors continue their education in a post -secondary institution. Miami -Dade County is also home to Miami -Dade College, the largest comprehensive community college in the United States. Florida International University is one of the 10 largest universities in the nation and offers more than 200 bachelor's, master's and doctoral programs. The University of Miami, a private undergraduate and graduate institution, includes diversified research facilities and exceptional schools of law, music, medicine, and marine sciences. Barry University, St. Thomas University and Florida Memorial University offer degrees in a variety of subjects and programs. Medical Miami -Dade County has the largest concentration of medical facilities in Florida, and ranks as a global center for cutting -edge healthcare and related research. Miami -Dade County's health infrastructure is characterized by top-notch hospitals equipped with the latest medical technology, numerous licensed healthcare professionals with a variety of specialties, and culturally knowledgeable physicians who rank among the world's best in many fields. The University of Miami/Jackson Memorial Medical Center is among the largest public hospitals in the nation, forms the hub of the region's medical centers, which includes world-renowned specialized facilities like the Bascom Palmer Eye Institute, the Mailman Center for Child Development and the Sylvester Comprehensive Cancer Center. Miami -Dade County has an extensive network of community hospitals, such as Mount Sinai Medical Center, Baptist Hospital, Mercy Hospital and Miami Children's Hospital. A-2 Transportation Miami -Dade County has a comprehensive transportation network designed to meet the needs of residents, travelers and area businesses. The County's internal transportation system includes Metrorail, a 24.8 mile above- ground system connecting South Miami -Dade and the City of Hialeah with the Downtown and Civic Center areas providing 21.0 million passenger trips annually. Metromover, a 4.4 mile automated loop, carries approximately 9.6 million passenger trips annually around downtown Miami, Brickell Avenue and the Omni shopping center areas. Miami Dade County's Metrobus operates over 29.6 million miles per year and over 78.4 million passenger trips annually. The County also provides para-transit services to qualified riders in the amount of 1.71 million passenger trips annually. Cargo rail service is available from both Miami International Airport and the Port of Miami, and Amtrak has a passenger station in the City. Tri-Rail, a 72-mile train system, links West Palm Beach, Boca Raton, Fort Lauderdale, Hollywood and Miami International Airport. Miami International Airport. Miami International Airport is one of the busiest airports in the world for both passengers and cargo traffic. It ranks tenth in the nation and twenty-sixth in the world in passenger traffic through the airport. The airport ranks third in the nation and eleventh in the world in tonnage of domestic and international cargo movement. In Fiscal Year 2013, over 40.5 million air travelers were serviced by Miami International Airport, and approximately 2.1 million tons of domestic and international cargo was handled. As of May 2014, 90 airlines serve Miami International Airport, flying passengers to more than 141 destinations around the globe, Port of Miami, The Port of Miami, known as the "cruise capital of the world," is operated by the Seaport Department of Miami -Dade County. In Fiscal Year 2013, more than 4.0 million passengers sailed from the Port of Miami aboard one of the thirteen cruise companies who operate out of Miami. The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries account for over half of the 8.0 million tons of cargo transferred through the Port of Miami in Fiscal Year 2013. The Port of Miami is also reaching out to the global community where trade with the Far East, Asia and the Pacific accounted for almost 39% of the total cargo handled at the Port of Miami. The Port of Miami is one of the most significant economic generators for South Florida. Through its cargo and cruise activities, the Port contributes over $18 billion annually to the South Florida economy and helps provide direct and indirect employment for over 176,000 individuals. Economy The economic base of the City has diversified in recent years, shifting from reliance on the tourism industry to a combination of motion picture production, manufacturing, service industries and international trade. The area's advantages in terms of climate, geography, low taxes and skilled labor have combined to make the Miami area a prime relocation area for major manufacturing firms and international corporate headquarters. The following major companies have their Latin American regional headquarters located in the City: Source: Beacon Council United Parcel Services Federal Express Discovery Networks Latin America/US Hispanic Avaya HBO Latin America Hewlett Packard Co. Latin America ExxonMobil Inter -America A-3 Distribution of Major Employment Classifications for Miami -Dade County September 2011 Percentage Occupational Title Employees of Totals Construction 29,700 2.8% Manufacturing 37,200 3.5 Transportation, Warehousing, and Utilities 63,000 6.0 Wholesale Trade 75,800 7.2 Retail Trade 144,000 13.7 Information 18,100 1.7 Finance Activities 73,600 7.0 Professional and Business 140,700 13.4 Education and Health Services 165,700 15.8 Leisure and Hospitality 125,000 111.9 Other Services 45,600 4.3 Govemrnent 133.100 12.7 Total Employed 1.051.500 10 S Source: Miami -Dade County Economic Analysis & Policy Research, January 14 Release Labor Force and Employment Statistics Greater Miami Metropolitan Area Civilian Unemployment Florida Year Employment Labor Force Rate Unemployment Rate 2007 1,143,548 1,196,086 4.1 4.1 2008 1,142,665 1,212,446 6.1 6.2 2009 1,093,000 1,232,500 11,3 10.8 2010 1,117,000 1,281,900 12.8 11.7 2011 1,046,110 1,103,895 8.9 10.5 2012 1,178,732 1,299,265 9.3 8.6 2013 1,179,118 1,287,348 8,4 6.3 Source: City of Miami, Florida City of Miami Principal Employers 2013 Name Number of Employees Miami -Dade County Public Schools 48,571 Miami -Dade County 29,000 U,S. Federal Goverment 19,500 Florida State Government 17,100 University of Miami 16,000 Baptist Health Systems of South Florida 13,376 Jackson Health System 12,571 Publix Supermarkets 10,800 American Airlines 9,000 Florida International University 8,000 Miami -Dade College 6,200 Source: The Beacon Council/U.S Department of Labor —Bureau of Labor Statistics [Remainder of page intentionally left blank.] A-4 New Commercial Fiscal 13uiiding Year Permits Record of Building Permits, 2005 through 2012 City of Miami, Florida Estimated Cost Other New Other Commercial Residential Residential Building Building Building Permits Permits Estimated Cost Permits 2005-2006 125 $ 2,573,453,643 2,582 450 $ 119,113,620 5,208 2006-2007 98 1,266,199,562 2,816 349 110,732,621 5,285 2007-2008 80 1,615,039,791 3,218 178 60,467,105 3,759 2008-2009 264 128,192,793 3,640 259 12,484,788 3,346 2009-2010 236 592,111,103 5,277 220 16,477,268 2,794 2010-2011 217 421,757,347 6,458 194 50,244,764 2,555 2011-2012 240 681,767,852 7,603 305 35,160,246 3,990 2012-2013 616 1,490,835,280 10,493 752 66,238,742 5,848 Source: City of Miami, Florida Building Department Per Capita Personal Income Year Miami -Dade County Florida 2008 $37,092 $39,736 2009 35,583 37,340 2010 36,654 38,493 2011 38,128 39,896 2012 38,860 41,012 Source: US Department of Commerce Bureau of Economic Analysis The City of Miami, Florida Property Tax Rates Fiscal Year Tax Roll Year General Operations Debt Service Total City 2004 2003 8.76250 1.0800 9,8425 2005 2004 8.71625 0.9500 9.6663 2006 2005 8,49950 0.7650 9.2645 2007 2006 8.37450 0.6210 8.9955 2008 2007 7.29990 0.5776 7.8775 2009 2008 7.67400 0.5803 8.2543 2010 2009 7.67400 0.6595 8.3335 2011 2010 7.67400 0.9701 8.6441 2012 2011 7.57100 0.9300 8.5010 2013 2012 7.57100 0.9000 8.4710 Source: City of Miami Comprehensive Annual Financial Report Fiscal Year 2013 and Miami -Dade County Property Appraiser's Office. Note: All millage rates are based on $1 for every $1,000 of assessed value. Property Tax Reform During recent years, various legislative proposals and constitutional amendments relating to ad valorem taxation and revenue liinitation have been introduced in Florida. Many of these proposals sought to provide for new or increased exemptions to ad valorem taxation, limit the amount of revenues that local governments could generate or otherwise restrict the ability of local governments in Florida to levy ad valorem taxes at recent, historical levels. There can be no assurance that similar or additional legislative or other proposals will not be introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon the City or its finances. A-5 Several constitutional and legislative amendments affecting ad valorem taxes have been approved by voters in the past including the following: Save Our Homes Amendment. By voter referendum held on November 3, 1992, Article VIl, Section 4 of the State Constitution was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of homestead property to the Iesser of (1) three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that (1) no assessment shall exceed just value, (2) after any change of ownership of homestead property or upon termination of homestead status, such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status, (3) new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead, and (4) changes, additions, reductions or improvements to homestead shall initially be assessed as provided for by general law, and thereafter as provided in the amendment. This amendment is known as the "Save Our Homes Amendment?' The effective date of the amendment was January 5, 1993 and, pursuant to a ruling by the Florida Supreme Court, it began to affect homestead property valuations commencing January 1, 1995, with 1994 assessed values being the base year for determining compliance. Limitations on State Revenue Amendment. In the 1994 general election, Florida voters approved an amendment to the State Constitution which is commonly referred to as the "Limitation On State Revenues Amendment." This amendment provides that state revenues collected for any fiscal year shall be limited to state revenues allowed under the amendment for the prior fiscal year plus an adjustment for growth. Growth is defined as an amount equal to the average annual rate of growth in state personal income over the most recent twenty quarters times the state revenues allowed under the amendment for the prior fiscal year. State revenues collected for any fiscal year in excess of this limitation are required to be transferred to a budget stabilization fund until the fund reaches the maximum balance specified in the amendment to the State Constitution, and thereafter is required to be refunded to taxpayers as provided by general law. The limitation on state revenues imposed by the amendment may be increased by the State Legislature, by a two-thirds vote in each house. The term "state revenues," as used in the amendment, means taxes, fees, licenses, and charges for services imposed by the State Legislature on individuals, businesses, or agencies outside state government. However, the term "state revenues" does not include: (1) revenues that are necessary to meet the requirements set forth in documents authorizing the issuance of bonds by the State; (2) revenues that are used to provide matching funds for the federal Medicaid program with the exception of the revenues used to support the Public Medical Assistance Trust Fund or its successor program and with the exception of State matching funds used to fund elective expansions made after July 1, 1994; (3) proceeds from the State lottery returned as prizes; (4) receipts of the Florida Hurricane Catastrophe Fund; (5) balances carried forward from prior fiscal years; (6) taxes, licenses, fees and charges for services imposed by local, regional, or school district governing bodies, or (7) revenue from taxes, licenses, fees and charges for services required to be imposed by any amendment or revision to the State Constitution after July 1, 1994. This amendment took effect on January 1, 1995, and was first applicable to Florida's fiscal year 1995-1996. In its 2011 Regular Session, the Florida Legislature enacted SJR 958 which amends Article VII, Section 1 of the Florida Constitution (which is the Limitation on State Revenues Amendment) and creates Article VII, Section 19 and Article XII, Section 32 of the Florida Constitution. SJR 958 (1) replaces the existing state revenue limitation based on Florida personal income growth (as described above) with a new state revenue limitation based on changes in population and inflation; (2) requires excess revenues to be deposited into the Budget Stabilization Fund to support public education or returned to taxpayers; (3) adds fines and revenues used to pay debt service on bonds issued after July I, 2012 to the state revenues subject to the limitation; (4) authorizes the Florida Legislature to increase the revenue limitation by a supermajority vote; and (5) authorizes the Florida Legislature to place a proposed increase before the voters, which would require approval of 60% of the voters. SJR 958 will be on the ballot in the 2012 general election or at an earlier election authorized by law. If approved by 60% of the voters, the new state revenue limitation will be phased in starting in Florida fiscal year 2014-2015. Over time, the new state revenue limitation is more likely to constrain state revenues than the current state revenue limitation; however, the potential impact on the City or its finances cannot be ascertained at this time, Millage Rollback Legislation. In 2007, the Florida Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan which significantly impacted ad valorem tax collections for State local governments. One A-6 component of the adopted legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 fiscal year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in fiscal year 2006-2007; provided, however, depending upon the relative growth of each local govermnent's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the legislation limits how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. The City fell under the 7% ad valorem tax revenue reduction category. As a result, the City's general millage rate was reduced from 8.49950 mills in fiscal year 2005-06 to 8.37450 mills in fiscal year 2006-07. The millage rate was decreased further in the fiscal year 2007-08 to 7.29990 mills. The 'pillage rate increased slightly in fiscal year 2008-09 to 7.67400 mills which remained through fiscal year 2010-11. The City's current general operating millage rate is 7.57100 mills Constitutional Amendments Related to Ad Valorem Exemptions. On January 29, 2008, in a special election held in conjunction with the State's presidential primary, the requisite number of voters approved amendments to the Florida Constitution exempting certain portions of a property's assessed value from taxation. The following is a brief summary of certain important provisions contained in such amendments: 1. Provides for an additional exemption for the assessed value of homestead property between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an assessed value equal to or greater than $75,000. 2. Permits owners of homestead property to transfer their "Save Our Homes Amendment' benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Amendment benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. As discussed above, the Save Our Homes Amendment generally limits annual increases in ad valorem tax assessments for those properties with homestead exemptions to the lesser of three percent (3%) or the annual rate of inflation. 3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. 4. Limits increases in the assessed value of non -homestead property to 10% per year, subject to certain adjustments. The cap on increases would be in effect for a 10 year period, subject to extension by an affirmative vote of electors. The amendments were effective for the 2008 tax year (fiscal year 2008-2009 for local governments). Over the last few years, the Save Our Homes Amendment assessment cap and portability provisions described above have been subject to legal challenge. The plaintiffs in such cases have argued that the Save Our Homes Amendment assessment cap constitutes an unlawful residency requirement for tax benefits on substantially similar property in violation of the equal protection provisions of the Florida Constitution and the Privileges and Immunities Clause of the Fourteenth Amendment to the United States Constitution. The plaintiffs also argued that the portability provision simply extends the unconstitutionality of the tax shelters granted to long-term homeowners by Save Our Homes Amendment. The courts in each case have rejected such constitutional arguments and upheld the constitutionality of such provisions; however, there is no assurance that any future challenges to such provisions will not be successful. In addition to the legislative activity described above, the constitutionally mandated Florida Taxation and Budget Reform Commission (required to be convened every 20 years) (the "TBRC") completed its meetings on April 25, 2008 and placed several constitutional amendments on the November 4, 2008 General Election ballot. Three of such amendments were approved by the voters of Florida, which, among other things, do the following: (a) allow the Florida Legislature, by general law, to exempt from assessed value of residential homes, improvements made to protect property from wind damage and installation of a new renewable energy source device; (b) assess specified working waterfront properties based on current use rather than highest and best use; (c) provide property tax exemption for real property that is perpetually used for conservation (began in 2010); and, for land not perpetually encumbered, require the Florida Legislature to provide classification and assessment of land use for conservation purposes solely on the basis of character or use. Recently Approved Constitutional Amendments Relating to Ad Valorem Taxation. 1. Additionally, during its 2009 session, the Florida Legislature passed House Bill 833, which provides an additional homestead exemption for deployed military personnel. The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the Legislature. The measure was approved by the voters at the November 2010 General election and took effect January 1, 2011. 2. Senate Joint Resolution 592, proposed an amendment to Article VII, Section 6 of the Florida Constitution and the creation of Article VII, Section 32 of the Florida Constitution which would allow the Florida Legislature by general law, to allow counties and municipalities to grant a homestead property tax discount for veterans who became disabled as the result of a combat injury. 3. House Joint Resolution 93, proposed an amendment to Article VII, Section 6 of the Florida Constitution, which would authorize the Florida Legislature, by general law, to allow counties and municipalities to grant an additional homestead tax exemption for surviving spouses of first responders who die in the line of duty and for surviving spouses of a veteran who died from service -connected causes while on active duty as a member of the United States Armed Forces. 4. House Joint Resolution 169, proposed an amendment to Article VII, Section 6 of the Florida Constitution which would authorize the Florida Legislature, by general law, to allow counties and municipalities to grant an additional homestead tax exemption equal to the assessed value of the property, if the property has a just value below a certain amount, to an owner who has maintained residency for at least 25 years and who is at least 65 years of age. Amendments discussed above in paragraphs 2. through 4. were approved by a vote of the electors on November 6, 2012. The impact of these amendments on the City's finances cannot be accurately ascertained. There can be no assurance that similar or additional legislative or other proposals will not be introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon, the City or its finances. [Remainder of page intentionally left blank] A Assessed Valuations CITY OF MIAMI, FLORIDA NET ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS Fiscal Year Ended September 30, 2013 $ 2012 2011 2010 2009 2008 2007 2006 2005 2004 Real Property Residential Property 19,181,170 19,106,567 18,536,983 23,341,894 23,572,179 24,279,025 20,320,802 12,959,277 10,364,158 8,789,475 Con -Anemia] Property $ 11,485,074 10,336,397 10,078,997 11,921,087 11,890,691 11,727,241 11,038,460 12,341,927 9,870,434 8,369,951 Net Assessed Total Value as ti Net Direct Estimated Percentage of Personal Assessed Tax Actual Estimated Actual Property Value Rate Value Value (1) $ 2,069,325 $ 32,735,570 8.4710 $39,674,594 82.51% 1,890,870 31,333,834 8,5010 43,557,261 71.94% 1,736,766 30,352,746 8.6441 42,365,151 71.65% 1,686,540 36,949,521 8.3335 52,146,884 70.86% 1,686,321 37,149,191 8.2543 52,185,973 71.19% 1,749,573 37,755,839 7.8775 55,244,892 68.34% 1,673,648 33,032,909 8.9955 47,425,277 68.93% 1,676,173 26,977,377 9.2645 39,120,900 68.96% 1,695,111 21,929,702 9.6663 32,133,104 68.25% 1,711,698 18,871,123 9.8425 27,717,909 68.08% Source Miami -Dade County Property Appraiser's Office. Note: Property in the City is reassessed each year. State law requires the Property Appraiser to appraise property at 100% of market value. The Florida Constitution was amended, effective January 1, 1995, to limit annual increases in assessed value of property with homestead exemption to 3 percent per year or the amount of the Consumer Price Index, whichever is lower. The increase is not automatic since no assessed value shall exceed market value. Tax rates are per $1,000 of assessed value. (1) Includes tax-exempt property. Property Tax Levies and Collections CITY OF MIAMI, FLORIDA PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Fiscal Year Ended September 30, Total Taxes Levied for Fiscal Year 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 $ 275,967 265,429 258,029 319,395 309,583 297,422 297,148 249,932 211,978 185,739 Collected within the Fiscal Year afthe Levy Collections of Percent Delinquent Amount of Levy $ 253,334 91.80% 238,225 89.75% 240,648 93.26% 275,813 86.35% 298,356 , 96.37% 285,911 96.13% 291,072 97.76% 244,216 96.82% 205,393 96.89% 183,379 98.73% Total Collections to Date Percent Taxes Amount ofLevy $ 5,174 $ 258,508 93.67% 12,048 250,273 94.29% 20,677 261,325 101.28% 11,398 287,211 89.92% 7,538 305,894 98.81% 5,202 291,113 97.88% 3,179 294,251 99.03% 2,122 246,337 98.56% 2,699 208,092 98.17% 3,123 186,502 100.41% Source: City of Miami, Finance Department and Miami -Dade County Tax Collector's Office A-9 Ten Largest Tax Assessments CITY OF MIAMI, FLORIDA PRINCIPAL PROPERTY TAXPAYERS 2013 2013 Percent of Total Net City Net Assessed Assessed Taayer Value Rank Value Florida Power & Light $ 552,084 1 1.69% 200 S Biscayne TIC 1 LLC 250,335 2 0.76% Crescent Miami Center 192,390 3 0.59% Planation General Hospital 184,128 4 0.56% T C 701 Brickell LLC 180,200 5 0.55% Bellsouth Telecommuniations 138,326 6 0.42% Bayfront 2011 Property 132,906 7 0.41% 1450 Brickell LLC 132,080 8 0.40% PR 1111 Brickell LLC 131,500 9 0.40% Trustees ofL&B 125,200 10 0.38% $ 2,019,149 6.17% Net Assessed Value $ 32,735,570 Source: Miami -Dade Property Appraiser Overlapping Debt CITY OF MIAMI, FLORIDA DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT AS OF SEPTEMBER 30, 2013 Government Unit Percentage Amount Net Applicable to Applicable to Debt the City of the City of Outstanding Miami (1) Miami Debi Repaid With Property Taxes: Miatni-Dade County $ 1,023,586 19.00% $ 194,48I Miami -Dade County School Board 139,740 19.00% 26,551 Subtotal, Overlapping Debt 221,032 City of Miatni,Florida Direct Debt (includes speeiel obligation, revenue bonds, loans and capital lenses) 672,821 Total Direct and Overlapping Debt $ 893,853 Sources: Data provided by the Miami -Dade County Finance Department and the Miami -Dade County School Board. Note: Overlapping governments are those that coincide, at ]east in part, with the geographic boundaries of the City. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City of Miami. This process recognizes that, when considering the City's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlapping government. (t) For debt repaid with property taxes, tho percentage of overlapping debt applicable is estimated using taxable assessed property values. Value that is within the City's boundaries and dividing it by the County's and School Board's total taxable assessed value. This approach was also used for the other debt. A-10 CITY OF MIAMI, FLORIDA FOR FISCAL YEAR ENDED SEPTEMBER 30, 2012 SUMMARY OF DEBT RATIOS, MEASUREMENTS AND DEBT CONSTRAINTS CRITERIA General Obligation & Limited Ad Valorem Debt Per Capita 544.54 General Obligation & Limited Ad Valorem Debt as a Percentage of Taxable value 0.69% Non -Self Supporting Revenue Debt Per Capita 988,40 Non -Self Supporting Revenue Debt as a Percentage of Taxable Assessed value 1.25% General Governmental Debt Service (non -self-supporting) as a Percentage of' Non -Ad Valorem General Fund Expenditures 23.26% General Government Debt Service as a Percentage of Non -Ad Valorem General Fund Revenues 22,01% Source: City of Miami Finance Department, Debt Ratio Report A-11 SECURITIES AND EXCHANGE COMMISSION INVESTIGATIONS Securities and Exchange Commission v. City of Miami and Former Budget Director, Case No.:13-CV-22400 The plaintiff filed an action in the United States District Court in and for the Southern District of Florida against the City alleging that affirmative steps were taken to mislead the financial status of the City, thus allegedly misleading bond investors. In December 2013, the Court denied Motions to Dismiss filed by the City and by former budget director. In January 2014, the former budget director appealed to the United States Court of Appeals for the Eleventh Circuit, the lower Court's denial of the former budget director's Motion to Dismiss and filed a Motion for Stay of Proceedings Pending Appeal, which the lower Court granted on January 30, 2014. Subsequently, the Eleventh Circuit has set an appellate mediation for April 30th, before Eleventh Circuit Appellate Mediator. The Mediator also has authorized the City's involvement in the mediation. The City cannot predict the outcome of this investigation or the ultimate consequences resulting from any action on the part of the SEC. Securities and Exchange Commission Investigation: Florida Marlins Stadium Bonds. On December 1, 2011, the City was notified by subpoena by the Miami Regional Office of the Securities and Exchange Commission ("SEC") that the SEC's staff was conducting a non-public inquiry concerning, inter alia, Miami -Dade County ("County") bond offerings in connection with the financing and construction of a Major League Baseball Stadium ("Stadium") with the Miami Marlins, City taxable and tax-exempt bond offerings in connection with the financing and construction of ancillary parking facilities, and financial matters of the Miami Marlins. The City is cooperating fully with the SEC investigation and is providing information in response to the SEC's subpoena. The SEC has not advised the City when the investigation, which appears to be in its early stages, is expected to be concluded or of any potential outcome of the investigation, and the City cannot predict either the duration of the investigation or its outcome. The SEC investigation has temporarily diverted the attention of City officials and employees from the conduct of City operations and may continue to do so, could cause the City to incur significant expense, and could have a material effect on the City's future financial condition and operations. The City cannot predict the outcome of this investigation or the ultimate consequences resulting from any action on the part of the SEC. Pursuant to (1) the City Parking Agreement, effective as of April 15, 2009, by and among the City, the County, and Miami Marlins Stadium Developer LLC assigned to Stadium Parking LLC, Miami Parking Authority ("MPA"), on behalf of the City, operates and manages the City's parking facilities which were financed by the Baseball Stadium Parking Garage Bonds. INTERNAL REVENUE SERVICE EXAMINATION Internal Revenue Service Examination: $153,060,000 City of Miami, Florida Limited Ad Valorem Tax Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects) & City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2007B (Homeland Defense/Neighborhood Capital Improvement Projects) dated July 10, 2007 (collectively, the "2007 Homeland Defense/Neighborhood Capital Improvement Bonds"). Since November 18, 2011, the City of Miami, Florida ("City") has been cooperating with the examination by the U.S. Department of Treasury, Internal Revenue Service ("IRS") of the Series 2007A&B Bonds. On October 18, 2013, the IRS sent to the City a Notification of No Change Determination, which completes that examination, confirms the tax-exempt status of the Series 2007A&B Bonds, and requires the City to continue to yield restrict any unspent proceeds and to spend any remaining proceeds as soon as possible. As of March 17, 2014, the City continues its required spend -down progress and continues to yield restrict any remaining unspent proceeds and interest of the Series 2007 A&B Bonds. A-12 APPENDIX B THE COMPOSITE RESOLUTION Resolution No, CRA-R-12-0061, as amended and supplemented by Resolution No. CRA-13-0025, Resolution No. CRA-R-13-0039 and Resolution No. CRA-R-14- A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY PROVIDING 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 REDEVELOPMENT AREA OF SUCH AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR AND AUTHORIZING TEE ISSUANCE OF ITS TAX INCREMENT REVENUE BONDS, SERIES 2014A IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED) $60,000,000 AS THE INITIAL SERIES OF BONDS HEREUNDER 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; PROVIDING CERTAIN OTHER DETAILS WITH. RESPECT THERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. TABLE OF CONTENTS Page ARTICLE I AUTHORITY FOR THIS RESOLUTION 2 ARTICLE II DEFINITIONS 2 Section 2.01 Definitions 2 Section 2.02 Singular/Plural 12 ARTICLE III FINDINGS 12 ARTICLE IV INSTRUMENT TO CONSTITUTE A CONTRACT 13 ARTICLE V AUTHORIZATION OF 2014 REDEVELOPMENT PROJECTS; AUTHORIZATION, DESCRIPTION, TERMS AND FORM OF BONDS 13 Section 5.01 Authorization of 2014 Redevelopment Projects; and Issuance of Bonds 13 Section 5.02 Description of Obligations 14 Section 5.03 Execution of Bonds 16 Section 5.04 Bonds Mutilated; Destroyed; Stolen or Lost 16 Section 5.05 Provisions for Redemption 16 Section 5.06 Effect of Notice of Redemption 17 Section 5.07 Redemption of Portion of Bonds 17 Section 5.08 Bonds Called for Redemption Not Deemed Outstanding 17 Section 5.09 Form of Bonds 18 Section 5.10 Application of Bond Proceeds 22 Section 5.11. Temporary Bonds 22 ARTICLE VI SOURCE OF PAYMENT OF BONDS; SPECIAL OBLIGATIONS OF AGENCY 22 Section 6.01 Bonds Not to be Indebtedness of the Agency 22 Section 6.02 Pledge of Revenues 23 ARTICLE VII REDEVELOPMENT TRUST FUND; ALLOCATION OF PLEDGED TAX . INCREMENT REVENUES; CREATION OF FUNDS AND ACCOUNTS, DISPOSITION OF REVENUES 23 Section 7.01 Redevelopment Trust Fund 23 Section 7.02 Creation of Funds and Accounts.. 23 Section 7.03 Construction Fund 23 Section 7.04 Disposition of Pledged Tax Increment Revenues 24 Section 7.05 Use of Moneys in the Debt Service Account 27 Section 7.06 Separate Accounts 28 Section 7.07 Paying Agents 28 ARTICLE VIII DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS 28 Section 8.01 Deposits Constitute Trust Funds 28 Section 8.02 Investment of Moneys 28 ARTICLE IX GENERAL COVENANTS OF THE AGENCY 29 Section 9.01 Books and Records 29 Section 9.02 Annual Audit 29 Section 9.03 Annual Budget 29 Section 9.04 No Loss of Lien on Pledged Revenues 30 Section 9.05 Enforcement of Pledged Revenues 30 Section 9.06 Tax Covenants 30 B-i Section 9.07 Rebate Account 31 ARTICLE X ISSUANCE OF ADDITIONAL BONDS AND PARITY OBLIGATIONS 31 Section 10.01 Subordinated Indebtedness 31 Section 10.02 Issuance of Additional Bonds and Parity Obligations 31 ARTICLE XI EVENTS OF DEFAULT; REMEDIES Section 11.01 Events of Default Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Section 11.08 Section 11.09 33 33 Enforcement of Remedies 34 Effect of Discontinuing Proceedings 34 Directions to Trustee as to Remedial Proceedings 34 Pro Rata Application of Funds 34 Restrictions on Actions by Individual Bondholders 35 Appointment of a Receiver 35 Remedies Cumulative 35 Waiver of Default 35 ARTICLE XII MODIFICATION OR AMENDMENTS 36 Section 12.01 Modification or Amendment 36 Section 12.02 Amendment with Consent of Bond Holders and Bond Insurer and/or Credit Facility Provider .. 37 ARTICLE XIII DEFEASANCE 38 Section 13.01 Defeasance and Release of Resolution 38 ARTICLE XIV MISCELLNEOUS PROVISIONS Section 14.01 Section 14.02 Section 14.03 Section 14.04 Section 14.05 Section 14.06 Section 14.07 38 Severability 38 No Third -Party Beneficiaries 39 Controlling Law; Members of Agency Not Liable 39 Provisions Relating to Insurers and Credit Banks 39 Validation Authorized 40 Repeal of Inconsistent Resolutions 40 Effective Date 40 B-ii WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the "Redevelopment Act"), there was created by actions of Miami -Dade County, Florida (the "County") and the City of Miami, Florida (the "City") the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") within the limits of the City; and WHEREAS, the Board of County Commissioners of the County (the "County Commission") and the City Commission of the City (the "City Commission") have held all public hearings and have accomplished all actions required to be taken under the Redevelopment Act in order to (i) designate the site of the Projects as a slum or blighted area under the Redevelopment Act (ii) adopt the community redevelopment plan for the site of the Projects, and (iii) create the hereinafter described Redevelopment Trust Fund; and WHEREAS, the City and the County entered into an Interlocal Cooperation Agreement dated March 31, 1983, as amended, including, without limitation, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Amendment to 1983 Interlocal Cooperation Agreement dated January 22, 2010 between the City, the County and the Agency (collectively, the "Interlocal Agreement"), which provided for the exercise of redevelopment powers by the City in the redevelopment area of the Agency (the "Redevelopment Area"), the implementation of the community redevelopment plan for the Redevelopment Area (as modified from time to time, the "Redevelopment Plan"), the delegation by the County to the City of certain powers, and the use of tax increment financing to pay the costs of the implementation of the Redevelopment Plan; and WHEREAS, pursuant to the Interlocal Agreement there was established in accordance with Ordinance No. 82-115 enacted by the County Commission on December 21, 1982 ("Ordinance No. 82-115"), Ordinance No. 9590 enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, the Southeast Overtown/Park West Community Redevelopment Trust Fund (the "Redevelopment Trust Fund"); and WHEREAS, pursuant to Section 4 of Ordinance No. 82-115, beginning with the twentieth year after the date of sale of the initial bonding or indebtedness and in every year thereafter, the County's annual appropriation of tax increment revenues to the Redevelopment Trust Fund shall not exceed the amount which is deposited in the nineteenth year; and WHEREAS, pursuant to an Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA, and the City (the "Children's Trust Fund Interlocal Agreement"), the Agency agreed that the Children's Tax Increment Revenues (as defined herein) would be used for debt service on, and other obligations relating to, existing debts of the Agency only after all other available Tax Increment Revenues have been exhausted for such purpose; and WHEREAS, because the Bonds issued hereunder will be issued after the date of the Children's Trust Fund Interlocal Agreement, the Children's Tax Increment Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to Section 5.e of the Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the OMNI CRA (the "2007 Interlocal Agreement"), for fiscal year 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 tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund (the "2007 Interlocal Agreement TIF Revenues"); and WHEREAS, the 2007 Interlocal Agreement TIF Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation (the "Gran Central Loan Agreement"), the City has agreed to utilize Tax Increment Revenues generated from the Designated Area (as herein defined) (the "Gran Central Designated Area TIF B-1 Revenues") for certain obligations described therein and that do not include debt service on the Bonds or the Grant Agreement Obligation (hereinafter defined); and WHEREAS, the Gran Central Designated Area TIF Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, the Tax Increment Revenues (as herein defined) are deposited into the Redevelopment Trust Fund and such Tax Increment Revenues have been pledged by the City on a first and prior basis to the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 (the "1990 Bonds"), which 1990 Bonds will be defeased or redeemed on or before the date of issuance of the first series of Bonds issued hereunder; and WHEREAS, pursuant to an Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA (the "2000 Interlocal Agreement"), it was agreed that the City, at the request of the Agency, shall be the fiduciary for the Agency and the Agency was designated as the exclusive party responsible for the planning, development, program management, technical assistance, coordination, project administration, monitoring and other services required for the completion of the projects within the Redevelopment Area of the Agency; and WHEREAS, the City issued its Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A (the "City 2011 Bonds") dated July 21, 2011 that refinanced obligations of the City the proceeds of which were used for redevelopment projects undertaken in accordance with the Agency's Redevelopment Plan; and WHEREAS, pursuant to the Grant Agreement Obligation the Agency has agreed to make certain payments to the City related to its allocable portion of the debt service on the City 2011 Bonds and such payments shall be on a parity status with the hereinafter described Series 2014A Bonds; and WHEREAS, the Agency has requested in accordance with the 2000 Interlocal Agreement that the City serve as the fiduciary to the Agency; and WHEREAS, the Agency desires to issue its Tax Increment Revenue Bonds, Series 2014A (the "Series 2014A Bonds") to finance the construction of the 2014 Redevelopment Project2014 Redevelopment Projects {as defined herein), which undertaking may be accomplished through grants to for -profit or not -for -profit businesses and to pay costs of issuance of the Series 2014A Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE SOUTHEAST OVERTOWNIPARK WEST COMMUNITY REDEVELOPMENT AGENCY, that: ARTICLE I AUTHORITY FOR THIS RESOLUTION This Resolution is adopted pursuant to the Constitution of the State of Florida, the Redevelopment Act, the Interlocal Agreement and other applicable provisions of law. ARTICLE II DEFINITIONS Section 2.01 Definitions. Capitalized terms in the WHEREAS clauses shall have the meanings used therein, and unless the context otherwise requires, terms used herein shall have the meanings specified below: "Additional Bonds" means additional obligations issued in compliance with the terms, conditions and limitations contained herein which will have an equal lien on the PIedged Revenues with the Series 2014A Bonds and the Grant Agreement Obligation, to the extent provided herein. "Agency" means the Southeast Overtown/Park West Community Redevelopment Agency and any governmental entity as successor thereto that assumed the duties of the Agency hereunder. B-2 "Amortization Installment" means the funds to be deposited in the Debt Service Account in a given Bond Year for the payment at maturity or redemption of a portion of Term Bonds of a designated series, as established pursuant to a supplemental resolution of the Agency adopted at or before the delivery of such series of Term Bonds. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the Agency as a depository hereunder. "Bond Counsel" means Foley & Lordlier LLP, Bond Counsel, and Law Offices of Richard Kuper, P.A., Associate Counsel, or any other counsel designated by the Agency and experienced in matters relating to the validity of and exclusion from federal income taxation of interest on, obligations of states and their political subdivisions. "Bond Insurer" means the provider of a Bond Insurance Policy. "Bond Insurance Policy" means the municipal bond insurance policy or policies issued by a Bond Insurer guaranteeing the scheduled payment of the principal of and interest on any portion or Series of the Bonds. "Bondholder," "Registered Owner," "Holder" and "Owner" mean the registered owner (or its authorized representative) of a Bond. "Bond Obligation" means, as of the date of computation, the sum of (i) the principal amount of all Current Interest Bonds then Outstanding and (ii) the Compounded Amount of all Capital Appreciation Bonds then Outstanding. "1990 Bond Resolution" means Resolution No. 90-0196 adopted by the City Commission on March 8, 1990 as supplemented by Resolution No. 90-871 adopted by the City Commission on November 8, 1990. "Bond Year" means the annual period beginning on the second day of March of each year and ending on the first day of March of the following year. "Bonds" means the Series 2014A Bonds and any Additional Bonds issued pursuant to Article X hereof. "Business Day" means any day other than (i) a Saturday or Sunday, (ii) any day on which the offices of the Agency, Paying Agent, Bond Insurer or Registrar are closed, or (iii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the City of New York or the State. "Capital Appreciation Bonds" means Bonds that bear interest which is payable only at maturity or upon redemption prior to maturity in amounts determined by reference to the Compounded Amounts. "Chairman" means the Chairman of the Agency, or in his absence or unavailability or inability to perform, the Vice Chairman of the Agency. "Children's Trust Fund Interlocal Agreement" means the Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA and the City. "Children's Tax Increment Revenues" means the portion of the Tax Increment Revenues derived from the imposition of a half -mil tax levied by the Children's Trust District against real property located within the Redevelopment Area. "Children's Trust District" means The Children's Trust, Miami -Dade County, an independent special taxing district created by Miami -Dade County pursuant to Section 125.901, Florida Statutes. "City" means the City of Miami, Florida. 4833-0833-7691.2 B-3 "City 2011 Bonds" means the City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A. "City Commission" means the City Connnission of the City of Miami. "Code" means the Internal Revenue Code of 1986, as amended, and applicable corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context thereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings), and applicable court rulings. "Composite Reserve Requirement" shall mean an amount of money, or the aggregate available amount under one or more reserve account insurance policies or reserve account letters of credit, or a combination thereof, equal to the lesser of (i) the Maximum Annual Debt Service calculated with respect to all Series of Bonds Outstanding hereunder that are secured by the Composite Reserve Subaccount, (ii) 125% of the average Debt Service Requirement calculated with respect to all Series of Bonds Outstanding hereunder that are secured by the Composite Reserve Subaccount, or (iii) 10% of the aggregate stated original principal amount of all Series of Bonds Outstanding hereunder that are secured by the Composite Reserve Subaccount, provided, however, that in determining the aggregate stated original principal amount of Bonds Outstanding for the purposes of this clause (iii), the issue price of Bonds (net of pre -issuance accrued interest) shall be substituted for the original stated principal amount of those Bonds if such Bonds were sold at either an original issue discount or premium exceeding two percent (2%) of the stated principal amount at maturity. "Composite Reserve Subaccount" means the subaccount in the Reserve Account established pursuant to Section 7.02 of this Resolution. "Compounded Amounts" means the principal amount of Capital Appreciation Bonds, plus the amount of interest that has accreted on Capital Appreciation Bonds to the date of calculation, determined by accretion tables contained in each such Bond. "Construction Fund" means the fund created pursuant to Section 7.02. "Cost" or "Cost of the Project," with respect to each Project, shall include costs permitted under the Redevelopment Act, including, without limitation, the following items to the extent they relate to a Project: (i) all direct costs of the Project described in the plans and specifications for the Project; (ii) all costs of planning, designing, acquiring, constructing, equipping, financing and start-up costs of the Project, including demolition of existing structures and improvements necessary in connection with the construction and development of the Project; (iii) all costs of issuance of Bonds or Parity Obligations issued to finance such Project or to refund indebtedness issued for such purposes, including the cost of any Bond Insurance Policy and Reserve Product, fees and expenses of Bond Counsel, disclosure counsel, underwriters and underwriters' counsel, special tax counsel, counsel to the Agency and the City, and financial advisors, printing costs, rating agency fees, initial acceptance fees of paying agents, remarketing agents, trustees, depositaries and all fees and costs of any Credit Facility Provider providing a Credit Facility and of other financial institutions providing special credit or liquidity facilities with respect to the Bonds and funding of reserves; (iv) the cost of acquisition, by purchase or condemnation, of any lands, structures, improvements, rights -of -way, franchises, easements or interests therein and all of the properties tangible or intangible, deemed necessary or convenient for the maintenance and operation of the Project; (v) all engineering, legal and financial costs and expenses; (vi) all expenses for estimates of costs and of revenues; (vii) costs of obtaining governmental and regulatory permits, licenses and approvals; (viii) all fees of special advisors and consultants associated with one or more aspects of the Project or the financing thereof; (ix) interest on Bonds or Parity Obligations prior to and during acquisition or construction of such Project for which such Bonds or Parity Obligations were issued, and for such additional periods as the Agency may reasonably determine -to be necessary for the placing of such Project in operation; (x) the reimbursement to the Agency or the City of all such Costs of such Project that have been advanced by the Agency or the City from its available funds before the delivery of a Parity Obligation or a Series of Bonds issued to finance such costs to the extent such reimbursements do not, in the opinion of Bond Counsel, adversely affect the exclusion of interest on the Bonds other than Taxable Bonds from B-4 gross income for federal income tax purposes or adversely affect the qualification of Bonds designated as Tax Credit Bonds as such under applicable federal income tax law; (xi) those amounts required to be rebated to the United States of America in order to preserve the exclusion from gross income for federal income tax purposes of interest on the Bonds issued with the intent that such interest be so excluded to the extent the Agency elects to pay such amounts from the Construction Fund; and (xii) such other costs and expenses which shall be necessary or incidental to the financing herein authorized and the construction and acquisition or undertaking of the Project and the placing of same in operation or other implementation of the undertaking to be financed with proceeds of Bonds issued hereunder or of Parity Obligations; provided, however, all such Costs may be costs of the City, the County, for - profit and/or not -for -profit companies receiving grants, dispositions or other payments from the Agency to pay for costs of a Project. "County" means Miami -Dade County, Florida, "County Commission" means the Board of County Commissioners of the County. "County Property Appraiser" means the county officer, and his duly appointed deputies, then charged with determining the value of all property within the County, of maintaining certain records connected therewith, and of determining the tax on taxable property after taxes have been levied, in accordance with Article 8, Section 1(d) of the Florida Constitution and other applicable laws, as amended or supplemented. "Credit Facility" shall mean as to any particular Series of Bonds, or portion thereof, a letter of credit, a line of credit or another credit or liquidity enhancement facility (other than a Bond insurance Policy), as authorized by the Agency with respect to such Series of Bonds. "Credit Facility Provider" shall mean as to any particular Series of Bonds, or portion thereof, the Person providing a Credit Facility, if any, as designated by the Agency. "Current Interest Bonds" means Bonds that bear interest which is payable annually or more frequently. "Debt Service Account" means the account established by that name pursuant to Section 7.02 of this Resolution. "Debt Service Requirement" means for a given Bond Year the remainder, after subtracting any accrued and capitalized interest and other amounts for that Bond Year that have been deposited into the Debt Service Account or in a subaccount in the Construction Fund for that purpose with respect to Bonds Outstanding hereunder or that has been deposited in a similar account established with respect to Parity Obligations not issued as Bonds hereunder from the sum of: (1) The amount required to pay the interest coming due on Bonds and Parity Obligations during that Bond Year; (2) The amount required to pay the principal of Bonds and Parity Obligations, including the principal of Serial Bonds and the principal of Term Bonds, maturing in that Bond Year that are not included in the Amortization Installments for such Term Bonds or in mandatory sinking fund redemption requirements with respect to Parity Obligations; (3) The Amortization Installments fbr all Series of Tenn Bonds and the mandatory sinking fund redemption requirements with respect to other Parity Obligations for that Bond Year; and (4) The premium, if any, payable on all Bonds and other Parity Obligations required to be redeemed in that Bond Year in satisfaction of the Amortization Installment or mandatory sinking fund redemption requirements with respect to other Parity Obligations. For purposes of determining the "Debt Service Requirement," the following shall apply: B-5 (a) The interest rate for Variable Rate Bonds for purposes of determining the amount, if any, to be deposited into or maintained in a subaccount in the Reserve Account for such Variable Rate Bonds (other than the Composite Reserve Subaccount) shall be as required by the Supplemental Resolution authorizing the issuance of such Variable Rate Bonds; provided, however, that for purposes of calculating the Composite Reserve Requirement, Variable Rate Bonds secured by the Composite Reserve Subaccount shall be assumed to bear interest at: (i) if the Variable Rate Bonds are not Taxable Bonds and are not yet Outstanding, one hundred ten percent (1I0%) of the average rate shown in the SIFMA Index for the twelve (12) months ending with the month preceding the date of calculation, (ii) if the Variable Rate Bonds are Taxable Bonds and are not yet Outstanding, a per annum rate equal to the yield to maturity quoted for the week preceding the date of calculation for direct U.S. Treasury obligations having a maturity substantially the same as the nominal maturity on the Variable Rate Bonds, plus one-half of one percent (0.5%), (iii) if the Variable Rate Bonds are Outstanding, whether or not Taxable Bonds, the higher of one hundred ten percent (110%) of (a) the average daily interest rate on such Variable Rate Bonds during the twelve months ending with the month preceding the date of calculation, or such shorter period that such Bonds have been Outstanding, or (b) the rate of interest on such Variable Rate Bonds on the date of calculation. (b) For purposes of Article X hereof, the interest rate on Variable Rate Bonds shall be determined as follows: (i) if the Variable Rate Bands are not Taxable Bonds and are not yet Outstanding, one hundred ten percent (110%) of the average rate shown in the SIFMA Index for the twelve (12) months ending with the month preceding the date of calculation, (ii) if the Variable Rate Bonds are Taxable Bonds and are not yet Outstanding, a per annum rate equal to the yield to maturity quoted for the week preceding the date of calculation for direct U.S. Treasury obligations having a maturity substantially the same as the nominal maturity on the Variable Rate Bonds, plus one-half of one percent (0.5%), (iii) if the Variable Rate Bonds are Outstanding, whether or not Taxable Bonds, the higher of one hundred ten percent (110%) of (a) the average daily interest rate on such Variable Rate Bonds during the twelve months ending with the month preceding the date of calculation, or such shorter period that such Bonds have been Outstanding, or (b) the rate of interest on such Variable Rate Bonds on the date of calculation. (c) For purposes of Section 13.01 and Section 7.04(1)(a), Variable Rate Bonds shall be assumed to bear interest at the Maximum Interest Rate. (d) If a Series of Variable Rate Bonds is subject to purchase by the Agency pursuant to a mandatory or optional tender by the Holder and a Credit Facility is available with respect thereto to provide for the purchase of such Bonds at the time the calculation of interest rates is made, the "tender" date or dates shall be ignored prior to any such purchase and the stated maturity dates thereof shall be used for purposes of the calculation of "Debt Service Requirement." (e) For Bonds which are Subsidy Bonds, any subsidy, rebate or tax credit payment related to such Bonds that has been pledged hereunder by the Supplement Resolution authorizing such Bonds may be deducted from the debt service on such Bonds in the period in which such amounts have been or are expected to be received. (f) All amounts payable on a Capital Appreciation Bond shall be considered a principal payment due in the year of its maturity or earlier mandatory redemption. "Designated Portion of the Redevelopment Area" means the area generally bounded by the Metrorail on the west, Northwest First Street on the south, Miami Avenue on the east, and Northwest Fifth Street on the north, which was added to the Redevelopment Area by Resolution No. R-63-86 adopted by the County on January 21,1986. "Direct Subsidy Bonds" means any Bonds for which the Agency is eligible to receive (subject to any applicable periodic notice, requisition or filing requirements) a subsidy, rebate or tax credit payment with respect to interest paid or payable on such Bond. "Executive Director" means the officer of the Agency who is performing the duties of the Executive Director of the Agency. B-6 "Favorable Opinion of Bond Counsel" shall mean (i) with respect to Bonds that are not Taxable Bonds, an opinion of Bond Counsel to the effect that a contemplated action will not, in and of itself, adversely affect the exclusion, from gross income for federal income tax purposes of interest on any Bonds, and (ii) with respect to Bonds that are Tax Credit Bonds, an opinion of Bond Counsel to the effect that the contemplated action will not, in and of itself, adversely affect the expected receipt of tax credits by the Holder of such Bonds. "Federal Securities" means non -callable direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America must be pledged to any such direct obligation or guarantee. "Financial Advisor" means Public Financial Management, Inc., or any other financial advisor designated by the Agency and qualified to provide financial advisory services to governmental entities. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12-rnonth period as may be hereafter designated as the fiscal year of the Agency. "Fitch" means Fitch Ratings,.a corporation organized and existing under the laws of the State of New York, its successors and assigns and, if such corporation shall no longer perform the functions of a security rating agency, "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Agency. "Grant Agreement Obligation" means the obligation of the Agency to the City pursuant to the Grant Agreement, dated as of March 12, 2009, by and between the Agency and the City, as supplemented and amended, including as hereafter amended in accordance with Resolution No. CRA-R-12-0045, to make payments to the City related the portion of the debt service on the City 2011 Bonds allocable to the proceeds that were used for redevelopment projects undertaken in accordance with the Agency's Redevelopment Plan. "2000 Interlocal Agreement" means the Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA. "2007 Interlocal Agreement" means the Interlocal Agreement dated December 31, 2007 among the City, the County and the OMNI CRA. - "2007 Interlocal Agreement TIF Revenues" shall have the meaning given in the WFTEREAS clauses herein. "2014 Redevelopment Projects" means the Projects within the Redevelopment Area more particularly described on Exhibit A attached, in each case to be financed in whole or in part with proceeds of the Series 2014A Bonds; provided, however, that proceeds of the Bonds shall not be used to pay either (i) the costs of the portion of the Project referred to in Exhibit A attached as "Lyric Place - Block 36" (parking garage) which will not be available for use by the general public, or (ii) the costs of the "Town Park Plaza North" portion of the Project referred to in Exhibit A attached as "Town Park." "Gran Central Designated Area'IR Revenues" means the portion of the Tax Increment Revenues generated from the Designated Portion of the Redevelopment Area and deposited into tbe Redevelopment Trust Fund and obligated by the City to be used to repay the obligation of the City under the Gran Central Loan Agreement, if any. "Gran Central Loan Agreement" means the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation, a Florida Corporation. "Investment Obligations" means any invest.' rent permitted by law and meeting the requirements of the Investment Policy. B-7 "Investment Policy" shall mean the written investment policy of the City so long as the City serves as the fiduciary to the Agency pursuant to the 2000 Interlocal Agreement, and thereafter the written investment policy of the Agency, adopted by the Agency in accordance with Section 218.415, Florida Statutes, as amended, or other applicable provision of law. "Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds the lesser of (a) a numerical rate of interest, which shall be set forth in the Supplemental Resolution of the Agency delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds may at any particular time bear and (b) the maximum rate of interested permitted under law. "Maximum Annual Debt Service" means as of any particular date of calculation, the largest Debt Service Requirement for any remaining Bond Year except that the amount of principal coming due on the final maturity date with respect to Bonds or Parity Obligations shall be reduced by the aggregate principal amount or Compounded Amounts of such Bonds or Parity Obligations to be redeemed from Amortization Installments or sinking fund redemption requirements with respect to other Parity Obligations to be made in prior Bond Years and, for purposes of Section 10.02 hereof, cash and investments available in the subaccounts in the Reserve Account shall be credited against the debt service payable in the Bond Year in which the final maturity of the Series of Bonds secured by such subaccounts occurs. "Modified Pledged Tax Increment Revenues" means the Pledged Tdx 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 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 Iaw 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 thetax 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. "Moody's" means Moody's Investors Service, Inc., its successors and assigns and, if such corporation shall no longer perform the function of a securities rating agency, "Moody's" shall be deemed to refer to such other nationally recognized rating agency as the Agency shall designate. "Municipal Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which at the time of purchase are rated in the top two rating categories (without regard to gradation) by S&P and/or Fitch and/or Moody's. "OMNI CRA" means the Community Redevelopment Agency for the Omni Community Redevelopment District, as amended, created pursuant to Resolution No. 86-868 of the City and Ordinance No. 87-47 of the County. B-8 "Outstanding Bonds" or "Bonds Outstanding" or "Outstanding" in reference to Bonds means all Bonds which have been issued pursuant to this Resolution except: (5) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (6) Bonds for the payment or redemption of which cash funds or Refunding Securities or any combination thereof shall have been theretofore in•evocably set aside in the Debt Service Account and/or a special account with the Paying Agent or other Authorized Depository (including, without limitation, the Reserve Account) (whether upon or prior to the maturity or redemption date of any such Bonds) for the payment of such Bonds in an amount which, together with earnings on such Refunding Securities, will be sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this Resolution or irrevocable instructions directing the timely publication of such notice and directing the payment of the principal of and interest on all Bonds at such redemption dates shall have been given to the Paying Agent; and (7) Bonds which are deemed paid pursuant to Section 5.08 hereof or in lieu of which other Bonds have been issued under Section 5.04 hereof. With respect to Parity Obligations, "Outstanding" or "Outstanding" means all such Parity Obligations issued by the Agency except (1) Parity Obligations cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (2) Parity Obligations that have been defeased in accordance with the terms thereof, and (3) Parity Obligations that are deemed to no longer be Outstanding under and for purposes of the resolution or other authorizing instrument under which such Parity Obligations are issued. "Parity Obligations" means obligations of the Agency, other than Bonds, including the Grant Agreement Obligation, and other- obligations issued or incurred as permitted hereunder and secured by a lien on the Pledged Tax Increment Revenues on parity with the lien thereon securing the Bonds as provided herein. "Paying Agent" means any paying agent (which may include the Agency or the City) for Bonds appointed by or pursuant to this Resolution or a Supplemental Resolution and its successor or assigns, and any other Person which may at any time be substituted in its place pursuant to this Resolution or a Supplemental Resolution. "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity. "Pledged Revenues" means Pledged Tax Increment Revenues and amounts held in the funds and accounts established by this Resolution, except that (i) amounts held in the Rebate Account shall be used solely for the purposes provided in this Resolution and (ii) amounts in the subaccounts in the Reserve Account and Construction Fund shall secure only the Series of Bonds for which it was established in accordance with the provisions hereof. "Pledged Tax Increment Revenues" means Tax Increment Revenues, excluding for all purposes the 2007 Interlocal Agreement TIF Revenues, the Gran Central Designated Area TIF Revenues, the Children's Tax Increment Revenues and those revenues specifically excluded in the Redevelopment Act, all as more particularly set forth in Section 7.01 hereof; provided, however, that the tax increment revenues generated within any additional areas designated to be included within the Redevelopment Area of the Agency and designated by the County and City to be slum or blighted areas within the meaning of the Redevelopment Act shall not constitute Pledged Tax Increment Revenues hereunder and shall not be subject to the pledge and lien created by this Resolution, unless (a) the Redevelopment Plan is amended to include such additional areas, and tax increment revenues generated within such additional areas are required under the Act to be deposited in the Redevelopment Trust Fund and (b) this Resolution is supplemented to expressly pledge the Tax Increment Revenues generated within such additional areas to the payment of the Bonds. "Project" means "community redevelopment" projects as defined in Section 163.340(9), Florida Statutes, as amended, including without limitation, the acquisition and construction of redevelopment projects, including demolition of existing structures and improvements required in connection therewith, undertaken pursuant to the B-9 Redevelopment Plan and designated by resolution of the Agency to be financed or refinanced with proceeds from the issuance of Bonds hereunder or Parity Obligations or Subordinated Indebtedness, and may be accomplished through grants, loans, dispositions or other payments made to the City, the County or to for -profit or not -for -profit businesses to acquire and construct such redevelopment projects, including, without limitation, the 2014 Redevelopment Projects. For clarification purposes only, a Project may include the refinancing of the bonds or other obligations originally financed by the City or County, the proceeds of which were used to finance costs of redevelopment projects in accordance with the Redevelopment Plan. "Property Assessment Certification" means the certification of taxable value of property which includes all or part of the Redevelopment Area prepared and submitted by the County Property Appraiser to each taxing authority having jurisdiction over all or any part of the Redevelopment Area in accordance with Section 200.065, Florida Statutes, as supplemented and amended from time to time. "Rating Agency" means Moody's, Fitch and S&P and any other nationally recognized rating agency, to the extent they have in effect a rating on any of the Bonds Outstanding hereunder at the request of the Agency. "Rebate Account" means the Rebate Account created and established pursuant to Section 7.02 of this Resolution. "Rebate Amount" means the excess of the amount earned on all non -purpose investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose investments were invested at a rate equal to the yield on the applicable Series of Bonds, plus any income attributable to such excess, but shall not include any amount exempted by Section 148(f) of the Code from payment to the LTnited States. "Redevelopment Act" means the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended. "Redevelopment Trust Fund" means the Southeast Overtown/Park West Community Redevelopment Trust Fund authorized by the Interlocal Agreement and established by Ordinance No. 82-115, enacted by the County Commissioners on December 21, 1982, Ordinance No. 9590, enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, into which Tax Increment Revenues are deposited for repayment of debt service on the Bonds and authorized uses. "Refunding Securities" means Federal Securities and Municipal Obligations. "Registrar" means any registrar (which may include the Agency or the City) for the Bonds appointed by or pursuant to this Resolution or a Supplemental Resolution and its successors and assigns, and any other Person which may at any time be substituted in its place pursuant to this Resolution or a Supplemental Resolution. "Reserve Account" means the account by that name established pursuant to Section 7.02 of this Resolution. "Reserve Account Insurance Policy" means an insurance policy or surety bond deposited in any subaccount in the Reserve Account in lieu of or in substitution for cash on deposit therein pursuant to Section 7.04(I)(b) hereof. "Reserve Account Letter of Credit" means a letter of credit or line of credit or other credit facility (other than a Reserve Account Insurance Policy) issued by any bank or national banking institution deposited in any subaccount in the Reserve Account in lieu of or in substitution for cash required to be deposited therein pursuant to Section 7.04(1)(b) hereof. "Reserve Product" means a Reserve Account Insurance Policy or Reserve Account Letter of Credit. "Reserve Requirement" means, with respect to the Composite Reserve Subaccount, the Composite Reserve Requirement and with respect to each Series of Bonds issued hereunder that is not secured by the Composite Reserve Subaccount, the amount of money, if any, or available amount of a Reserve Product, if any, or a combination thereof, required by Supplemental Resolution adopted or otherwise designated by the Agency prior to B-10 the issuance of such Series of Bonds to be maintained in the subaccount in the Reserve Account with respect to such Series of Bonds pursuant to Section 7.0'7 hereof. "S&P" means Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business, its successors and assigns and, if such corporation shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Agency. "SEOPW CRA Revenue Bond Trust Fund Account" means the account created pursuant to Section 7.02. "Serial Bonds" mean all Bonds of a Series other than Term Bonds. "Series" means any portion of the Bonds of an issue authenticated and delivered in a single transaction, payable from an identical source of revenue and identified pursuant to the Supplemental Resolution authorizing such Bonds as a separate Series of Bonds regardless of variations in maturity, interest rate, Amortization Installments or other provisions, and any Bonds thereafter authenticated and delivered in lieu of or in substitution of a Series of Bonds. "Series 2014A Bonds" means the Agency's Tax Increment Revenue Bonds, Series 2014A authorized to be issued herein. "SIFMA Index" shall mean The Securities Industry and Financial Markets Association Municipal Swap Index as disseminated by Municipal Market Data, a Thomson Financial Services Company, or its successor or as otherwise designated by the Securities industry and Financial Markets Association or any successor thereto, or if such index is not available, another reasonably comparable index selected in good faith by the Agency. "State" means the State of Florida. "Subordinated Indebtedness" means obligations issued or incurred by the Agency that are secured by a pledge of or lien on or are otherwise payable from the Pledged Tax Increment Revenues that are expressly made junior and subordinate in all respects to the Bonds and any Parity Obligations as to the pledge of, lien on and payment from the Pledged Tax Increment Revenues. "Subsidy Bonds" means collectively Direct Subsidy Bonds and Tax Credit Bonds. "Subsidy Bond Payments" shall mean, with respect to any Direct Subsidy Bonds issued pursuant to this Resolution, payments due to the Agency directly from the United States Treasury Secretary, or other governmental entity designated to issue such payments, on such Bonds. "Supplemental Resolution" shall mean any resolution or ordinance of the Agency amending or supplementing this Resolution adopted and becoming effective in accordance with the terms of Sections 12.01 or 12.02 hereof to the extent that any Bonds are then Outstanding hereunder. "Taxable Bonds" means Bonds the interest on which is not intended at the time of issuance thereof to be excluded from the gross income of the owners thereof for federal income tax purposes. "Tax Credit Bonds" means Bonds or Parity Obligations so designated by the Agency the interest on which is not intended at the time of issuance thereafter to be excluded from gross income of the owner thereof for federal income tax purposes, with respect to which the owner or a third party purchaser or transferee is entitled to receive a federal tax credit. "Tax Increment Revenue Bond Fund" means the fund created pursuant to Section 7.02. B-11 "Tax Increment Revenues" means the moneys deposited into the Redevelopment Trust Fund (including all amounts on deposit therein on the date of delivery of the Series 2014A Bonds) as required by Section 163.387, Florida Statutes, annually by taxing authorities levying ad valorem taxes in the Redevelopment Area. "Term Bonds" means, Bonds of a Series for which Amortization Installments are established, and such other Bonds of a Series so designated by Supplemental Resolution of the Agency adopted or otherwise designated by the Agency on or before the date of delivery of such Bonds. "Variable Rate Bonds" means Bonds or Parity Debt Obligations issued with a variable, auction reset, adjustable, convertible or other similar interest rate which is not fixed in percentage for the remaining term thereof. Section 2.02 SingularlPlural. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include fans, corporations or other entities including governments or governmental bodies and words importing the masculine gender shall include every other gender. ARTICLE III FINDINGS It is hereby ascertained, determined and declared that: (a) The findings, declaration and determinations made by the City Commission and the County Commission defining the Redevelopment Area and approving the Redevelopment Plan are hereby adopted as findings, declarations and determinations of the Agency and are incorporated herein by reference. (b) Upon the issuance of the Series 2014A Bonds and the retiring of the 1990 Bonds in accordance with the provisions of the 1990 Bond Resolution, the Pledged Tax Increment Revenues will not be pledged or encumbered in any manner except to the payment of the Grant Agreement Obligation. (e) The existence of the slum and blighted areas in the Redevelopment Area and the shortage of affordable housing therein directly adversely affect the health, safety and welfare of the citizens and taxpayers therein and in the County. (d) The deterioration and blight in the Redevelopment Area and the shortage of affordable housing are such that they cannot be remedied without intervention by the Agency to provide economic incentives to encourage redevelopment. (e) It is necessary to provide economic incentives to not -for -profit businesses and/or to private for profit businesses through grants of land and/ or money, which at the discretion of the Agency or its agent, may or may not be forgiven, to be applied to the 2014 Redevelopment Projects, in order to encourage the development of affordable housing and economic development in the Redevelopment Area through the construction of the 2014 Redevelopment Projects. (f) The 2014 Redevelopment Projects will provide a substantial benefit to the citizens in the Redevelopment Area and the County and will serve a paramount public purpose with only incidental benefits accruing to the private developers receiving the grants of land and/ or grants of money to be applied to the 2014 Redevelopment Projects and businesses served by the parking garage to be included as part of the 2014 Redevelopment Projects. (g) The rehabilitation and redevelopment of the Redevelopment Area is necessary and in the interest of the public health, safety, morals and welfare of the citizens within the Redevelopment Area and the County and in order to carry out such rehabilitation and redevelopment it is necessary and appropriate for the Agency to finance the 2014 Redevelopment Projects. B-12 (h) It is necessary and in the best interests of the Agency to undertake or cause to be undertaken, the 2014 Redevelopment Projects and to issue the Series 2014A Bonds to finance the 2014 Redevelopment Projects, directly or through the issuance of grants to for -profit or not -for- profit businesses, to fund reserves for the Series 2014A I3onds and to pay or reimburse the Agency for Costs of the 2014 Redevelopment Projects. (i) The Agency is authorized under the Redevelopment Act to issue the Series 2014A Bonds to finance the undertaking of the 2014 Redevelopment Projects, to fund reserves for the Series 2014A Bonds, if any and to pay or reimburse the Agency for Costs of the 2014 Redevelopment Projects. (j) The 2014 Redevelopment Projects are undertaldngs .of community redevelopment as described in the Redevelopment Act. (k) The Bonds authorized and issued hereunder shall be issued in connection with "community redevelopment" projects as defined in the Redevelopment Act. (1) The estimated Pledged Revenues will be sufficient to pay the principal of and interest on the Series 2014A Bonds, as the same become due, and all other payments provided for in this Resolution. (m) The Agency has provided notice of its intent to authorize the issuance of the Series 2014A Bonds in accordance with Section 163,346, Florida Statutes, (n) The principal of and interest on the Bonds to be issued pursuant to this Resolution and all other payments provided for in this Resolution will be secured solely by a pledge of, and will be payable from the Pledged Revenues, which the Agency has full power and authority to pledge in the manner provided herein; and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the Agency, the County, the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation. The Agency has no taxing power. ARTICLE IV INSTRUMENT TO CONSTITUTE A CONTRACT In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Agency and the Bondholders. The covenants and agreements herein set forth to be performed by the Agency shall be for the equal benefit, protection and security of the Bondholders and all Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. ARTICLE V AUTHORIZATION OF 2014 REDEVELOPMENT PROJECTS; AUTHORIZATION, DESCRIPTION, TERMS AND FORM OF BONDS Section 5.01 Authorization of 2014 Redevelopment Projects; and Issuance of Bonds, (a) Each component of the 2014 Redevelopment Projects and the payment of the Costs thereof from proceeds of the Series 2014A Bonds is hereby authorized. The 2014 Redevelopment Projects are "community redevelopment" projects and "undertakings" as defined in the Redevelopment Act. (b) Subject and pursuant to the provisions hereof, the Series 2014A Bonds to be known as the "Southeast Ovcrtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A" (or if such Series 2014A Bonds are issued in more than one series, or in a different calendar year, such other name and/ or series designation as the Chairman shall direct) are hereby authorized to be issued in one or more series in the aggregate original principal amount of not to exceed $60,000,000 or such lesser amount as may be approved by the Chairman for the purpose of financing all or a portion of the B-13 Costs of the 2014 Redevelopment Projects, funding any reserves and paying the costs of issuance and expenses associated therewith all in accordance with a Supplemental Resolution hereafter adopted by the Agency. If a series of Series 2014A Bonds is to be issued other than simultaneously with the issuance of the initial series of Series 2014A Bonds issued hereunder, the issuance of such series of Series 2014A Bonds shall be subject and pursuant to all of the provisions hereof, including without limitation, the requirements of Section 10.02 hereof (relating to the issuance of Additional Bonds and Parity Obligations). (c) Notwithstanding anything herein to the contrary, based upon advice of the financial advisor to the Agency that it is in the best financial interest of the Agency, and the advice of Bond Counsel, the Agency may elect to issue any of the Series 2014A Bonds and/ or may combine such Bonds into one or more Series and may modify the name or designation of each series of such Bonds accordingly. (d) The Series 2014A Bonds shall be dated as of the date of delivery of such Bonds to the purchaser or purchasers thereof or such other date as may be set forth by Supplemental Resolution of the Agency; shall be issued as fully registered Bonds; shall be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law, payable in such manner and on such dates; shall consist of such amounts of Serial Bonds, Term Bonds and Variable Rate Bonds; maturing in such amounts and in such years not exceeding the maximum length permitted under the Redevelopment Act; shall be payable in such place or places; shall have such Paying Agent and Registrar; and shall contain such redemption provisions, and may be insured, all as the Issuer shall provide herein or hereafter by Supplemental Resolution. The Series 2014A Bonds shall be numbered consecutively from one upward preceded by the letter "R" prefixed to the number. The Series 2014A Bonds shall not be issued as Variable Rate Bonds. (e) The 2014 Redevelopment Projects are not the types of projects described in Section 163.370(3), Florida Statutes. (f) Additional Bonds in excess of such amounts may be issued from time to time pursuant to the terms hereof as may be authorized by a Supplernental Resolution. Section 5.02 Description of Obligations. The Bonds authorized hereunder may be issued in one or more Series that may be delivered from time to time. The Agency shall by Supplemental Resolution authorize such Series and shall specify the following or provide for the manner in which the following shall be specified or determined: (a) the authorized principal amount of such Series; the Projects to be financed or the indebtedness to be refunded with the proceeds thereof; the date and terms of maturity or maturities of the Bonds of such Series; otherwise provided by Supplemental Resolution with respect to such Series of Bonds, whether such Bands are Taxable Bonds, Direct Subsidy Bonds, Tax Credit Bonds, Variable Rate Bonds, fixed rate bonds, Current Interest Bonds and/or Capital Appreciation Bonds; the interest rate or rates of the Bonds of such Series or the method or manner for determining such rate or rates, which may include variable, adjustable, auction reset, convertible or other rates, and original issue discounts and premiums; provided that the average net interest cost rate on such Series shall never exceed for such Series the maximum interest rate permitted by applicable law in effect at the time such Series are issued, and provided further that the interest payment dates for Bonds bearing interest payable semiannually shall be March 1 and September 1 of each Bond Year unless expressly provided otherwise by or pursuant to Supplemental Resolution authorizing such Series of Bonds; with respect to Variable Rate Bonds, the maximum interest rate such Bonds may bear; the mandatory and optional tender rights and obligations, if any; the authorized denominations of each Series of Bonds; the numbering, lettering and series designation of such Series of Bonds; the Paying Agent and place or places of payment of such Bonds; the redemption prices for such Series of Bonds and any terms of redemption not inconsistent with the provisions of this Resolution; the amount and date of each Amortization Installment, if any, for such Series of Bonds, provided that each Amortization Installment shall fall due on March 1 and September 1 of a Bond Year unless expressly provided otherwise by or pursuant to Supplemental Resolution; whether such Series of Bonds shall be secured by the Composite Reserve Subaccount or any other subaeeount in the Reserve Account; the Reserve Requirement, if any, with respect to such Series of Bonds if such Series of Bonds is B-14 not to be secured by the Composite Reserve Subaccount; whether a Bond Insurance Policy shall be purchased; whether the Reserve Requirement shall be satisfied with a Reserve Product or with proceeds of the Series of Bonds; the use of proceeds of such Series of Bonds, including deposits required to be made into the Construction Fund and Reserve Account with respect to each such Series of Bonds; and any other terms or provisions applicable to the Series of Bonds, not inconsistent with the provisions of this Resolution or the Redevelopment Act. All of the foregoing may be added or provided for by Supplemental Resolution or resolutions adopted at any time and from time to time prior to the issuance of such Series of Bonds. Unless otherwise provided by a Supplemental Resolution with respect to a Series of Bonds, if any date for payment of the principal of, premium, if any, or interest on any Bond is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such day shall have the same force and effect as if made on the nominal date of payment. Unless otherwise provided by a Supplemental Resolution with respect to a Series of Bonds, interest on the Bonds shall be calculated based on a 360-day year containing twelve 30-day months. Unless coupon bonds, the interest on which is excludable from gross income for federal income tax purposes, may again be issued under the Code, all Bonds hereunder other than Taxable Bonds shall, to the extent required to preserve the exclusion from gross income for federal income tax purpose of interest thereon, be in registered form, contain substantially the same terms and conditions as set forth in Section 5.09 below, unless otherwise provided by Supplemental Resolution, shall be payable in lawful money of the United States of America and, unless otherwise provided pursuant to Supplemental Resolution, shall bear interest from their date payable to the registered owners thereof. To the extent the Agency under then applicable Iaw may issue any Series of Bonds in coupon or bearer form, the interest on which, in the opinion of Bond Counsel, is excludable from gross income for federal income tax purposes, or if the Agency desires to issue Taxable Bonds in the form of coupon or bearer Bonds, the Agency may supplement and amend this Resolution without the consent of the Holders of Bonds then Outstanding, including the form of the Bonds, to authorize and provide for the issuance and payment of such coupon or bearer Bonds. In addition, notwithstanding the foregoing, if and to the extent permitted by applicable law, the Agency shall establish a system of registration with respect to any Series or all Series of Bonds issued hereunder and may issue hereunder certificated registered public obligations (represented by instruments) or uncertificated registered public obligations (not represented by instruments) commonly known as book -entry obligations, combinations thereof, or such other obligations as may then be permitted by law. The Agency shall appoint such registrars, transfer agents, depositaries or other agents as may be necessary to cause the registration, registration of transfer and reissuance of the Bonds within a commercially reasonable time according to the then current industry standards and to cause the timely payment of interest, principal and premium, if any, payable with respect to the Bonds. Any such system may be effective for any Series then Outstanding or to be subsequently issued, provided that if the Agency adopts a system for the issuance of uncertificated registered public obligations, it may permit thereunder the conversion, at the option of a Bolder of any Bond then Outstanding, of a certificated registered public obligation to an uncertificated registered public obligation, and the reconversion of the same. A list of the names and addresses of the Registered Owners of the Bonds shall be maintained at all times by the Registrar and shall be made available to any Bondholder requesting same during normal business hours. The foram of Bonds may provide that the Owner of any such Bond may demand payment of principal and interest from the Agency within a stated period after delivering notice to a designated agent for the Agency and providing a copy of the notice with the tender of the Bond to such agent and may provide that the Owner thereof under certain circumstances may be required to tender its Bond for purchase. The designated agent for the Agency, in accordance with the terms of a remarketing .or replacement agreement, may provide for the resale or redelivery of the Bonds on behalf of the Agency at a price provided for in the agreement. If the Bonds shall not be resold or redelivered within a stated period, the agent for the Agency may be authorized to draw upon a previously executed credit or liquidity facility between the Agency and one or more banks or other financial or lending institutions permitting the Agency to borrow interest and principal for payment upon a particular Series of Bonds to which such Credit Facility shall pertain. The particular form or forms of such optional and mandatory tender provisions, the period or periods for payment of principal and interest after delivery of notice, the appointment of the agent for the B-15 Agency, the teiins and provisions of the remarketing agreement, and the terms and provisions of the credit or liquidity facility shall be as designated by or pursuant to a Supplemental Resolution of the Agency pertaining to each Series of Bonds to which such terms and provisions are applicable, prior to the sale thereof. Unless otherwise provided by a Supplemental Resolution with respect to a Series of Bonds, a purchase of Bonds by or through a remarketing agent, trustee, auction agent, credit or liquidity facility provider or the Agency pursuant to an optional or mandatory tender shall not be deemed a redemption of such Bonds and will not be deemed to extinguish or discharge the indebtedness evidenced by such Bonds. Any Bonds purchased by or on behalf of the Agency pursuant to an optional or mandatory tender shall be purchased with the intent that the indebtedness evidenced by such Bonds shall not be extinguished or discharged, and such Bonds shall remain Outstanding hereunder unless and until such Bonds are delivered to the trustee, tender agent or paying agent therefor for cancellation; provided, however, prior to the purchase of any Bonds that are not Taxable Bonds (unless such Bonds are Tax Credit Bonds) by the Agency, there shall be obtained a Favorable Opinion of Bond Counsel. Section 5.03 Execution of Bonds. The Bonds shall be executed in the name of the Agency by the Chairman, or such other member or officer of the Agency as may be authorized by Supplemental Resolution, and attested by the Executive Director of the Agency or such other member or officer of the Agency as is authorized by Supplemental Resolution (each an "Authorized Officer"). The signatures of the Authorized Officers on the Bonds may be by facsimile, but one such Authorized Officer shall sign his manual signature on the Bonds unless the Agency appoints an authenticating agent, Registrar, transfer agent or trustee who shall be authorized and directed to cause one of its duly authorized officers to manually execute the Bonds. If any Authorized Officer whose signature appears on the Bonds ceases to hold office after such execution, but before the delivery of the Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. Section 5.04 Bonds Mutilated; Destroyed; Stolen or Lost. In case any Bond shall become mutilated, or he destroyed, stolen or lost, the Agency may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like. tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost; and upon the Holder furnishing the Agency and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Agency or the Registrar may prescribe and paying such expenses as the Agency and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Agency may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 5.04 shall constitute original, additional contractual obligations on the part of the Agency whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Revenues to the same extent as all other Bonds issued hereunder. Section 5.05 Provisions for Redemption. Each Series of Bonds may be subject to redemption prior to their maturity at the option of the Agency at such times and in such manner as shall be established by or pursuant to the Supplemental Resolution of the Agency adopted with respect to such Series of Bonds. Unless otherwise provided by or pursuant to Supplemental Resolution with respect to a Series of Bonds, notice of redemption shall be given by the deposit in the U.S, mails of a copy of said redemption notice, postage prepaid, at least thirty and not more than sixty days before the redemption date (or such other method or time period established with respect to a Series of Bonds by or pursuant to the Supplemental Resolution authorizing the issuance thereof) to all Registered Owners of the Bonds or portions of Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with provisions hereof. Failure to mail any such notice to a Registered Owner of a Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Bond or portion thereof with respect to which no failure or defect occurred. B-16 Unless otherwise provided by or pursuant to Supplemental Resolution with respect to a Series of Bonds, each notice shall set forth the date fixed for redemption of the Bond being redeemed, the redemption price to be paid, the date of such notice, the original issue date of such Bonds, the maturity date and rate of interest (or interest rate method) borne by each Bond being redeemed, any conditions to such redemption or the reservation of the Agency of the right to rescind such notice of redemption, the name, address and telephone number of the person designated by the Registrar and Paying Agent to be responsible for such redemption and, if less than all of the Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSLP Numbers, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Bond receives such notice. Unless otherwise provided by Supplemental Resolution with respect to a Series of Bonds, in addition to the mailing of the notice described above, each notice of redemption shall be sent to the Electronic Municipal Market Access System operated by the Municipal Securities Rulemaking Board or such other similar system hereafter established for similar disclosure purposes; provided however, that failure of such notice or failure to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above in this Section 5.05. Notwithstanding the foregoing or any other provision hereof, notice of optional redemption pursuant to this Section 5.05 may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the Agency if expressly set forth in such notice. Section 5.06 Effect of Notice of Redemption. Except as provided in Section 5.05 above, notice having been given in the manner and under the conditions hereinabove provided and upon the satisfaction of any conditions to such redemption specified in such notice, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Paying Agents in trust for the Registered Owners of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest and, if applicable, principal, on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the Registered Owners of such Bonds or portions of Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in Section 5.07 of this Article, to receive Bonds for any unredeemed portions of the Bonds. Section 5.07 Redemption of Portion of Bonds. In case part but not all of an Outstanding fully registered Bond shall be selected for redemption, the Owners thereof shall present and surrender such Bond to the Agency or its designated Paying Agent for payment of the principal amount thereof so called for redemption, and the Agency shall execute and deliver to or upon the order of such Owner, without charge therefor, for the unredeemed balance of the principal amount of the Bond so surrendered, a fully registered Bond or Bonds. Section 5.08 Bonds Called for Redemption Not Deemed Outstanding. Bonds or portions of Bonds that have been duly called for redemption under the provisions of this Article V, and with respect to which amounts sufficient to pay the principal of, premium, if any, and interest to the date fixed for redemption shall be delivered to and held in separate accounts by an escrow agent, any Authorized Depositary or any Paying Agent in trust for the Registered Owners thereof, as provided in this Resolution and as to which any conditions to such redemption have been satisfied, shall not be deemed to be Outstanding under the provisions of this Resolution and shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive the payment of the redemption price on or after the designated date of redemption from moneys deposited with or held by the escrow agent, Authorized Depositary or Paying Agent, as the case may be, for such redemption of the Bonds and, to the extent provided in Section 5.07 of this Article, to receive Bonds for any unredeemed portions of the Bonds. B-17 Section 5.09 Form of Bonds. The text of the Bonds and the form of assignment for such Bonds, provisions for variable interest rates and the payment of Bonds on the demand of the Owners thereof shall be in substantially the following form, with such omissions, insertions and variations as may be necessary or desirable and authorized or permitted by this Resolution or by any Supplemental Resolution adopted prior to the issuance thereof, including, without limitation, such changes as may be required for the issuance of Bonds as uncertificated public obligations or coupon Bonds to the extent herein authorized and for the execution of the Bonds by an authenticating agent: [FORM OF BOND] No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS, SERIES Interest Rate Maturity Date Original Dated Date CUSIP o�p REGISTERED OWNER: 1 PRINCIPAL AMOUNT: DOLLARS The Southeast Overtown/Park West Community Redevelopment Agency (hereinafter called the "Agency"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, bat solely from the Pledged Revenues as hereinafter described, on the, Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated office of , , or its successors, as Bond Registrar and Paying Agent (the "Registrar"), and to pay, solely from such special revenues, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the principal sum, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the first day of C and the first day of [ ] of each year, or on the first Business Day following such interest payment date if such interest payment date is not a Business Day commencing on [ 1, 20 ]. Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the Agency maintained by the Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date") or by wire transfer [to Registered Owners of $1,000,000 or more in principal amount of Bonds,] irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date, unless the Agency shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mail, postage prepaid, by the Agency to the Registered Holders of Bonds not less than fifteen days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. This Bond and the interest hereon is payable solely from and secured by a lien upon and pledge of the Pledged Tax Increment Revenues and amounts held in certain funds and accounts established under the Bond Resolution (collectively, the "Pledged Revenues"), all in the manner and to the extent provided in the resolution B-18 adopted by the Agency an September 17, 2012 (as the same may be supplemented and amended from time to time, the 'Bond Resolution"). All terms used herein in capitalized form and not otherwise defined shall have the meanings ascribed thereto in the Bond Resolution. Reference is hereby made to the Bond Resolution for the provisions, among others, relating to the terms, lien and security of the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the Registered Owners of the Bonds, the extent of and limitations, on the Agency's rights, duties and obligations, and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the Registered Owner hereof for himself and his successors in interest assents by acceptance of this Bond. THIS BOND AND THE INDEBTEDNESS REPRESEN I'FD HEREBY ARE LIMITED OBLIGATIONS OF THE AGENCY SECURED SOLELY BY THE PLEDGED REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION AND SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL OR MORAL INDEBTEDNESS OR A PLEDGE OF THE FAITH AND CREDIT OF THE AGENCY, THE COUNTY, THE CITY, THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONS'1'II UTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION. IT IS EXPRESSLY AGREED BY THE REGISTERED OWNER OF THIS BOND THAT SUCH REGISTERED OWNER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE COUNTY, THE CITY, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE BOND RESOLUTION. IT IS FURTHER AGREED AS BETWEEN THE AGENCY AND THE REGIS IERED OWNER OF THIS BOND THAT THIS BOND AND THE INDEBTEDNESS EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY OTHER FUNDS OR PROPERTY OF OR IN THE AGENCY, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PT EDGED REVENUES. THE AGENCY HAS NO TAXING POWER. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ , of like date, tenor and effect, except as to number, maturity and interest rate, designated as "Community Redevelopment Agency for the Southeast Overtown/Park West Redevelopment Area Tax Increment Revenue and Refunding Bonds, Series " issued in connection with "community redevelopment" projects as defined in the Redevelopment Act to finance pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Part 1B, Chapter 163, Florida Statutes, as amended and other applicable provisions of law. This Bond is also subject to all of the terms and conditions of the Bond Resolution.. The Bonds of this issue are subject to redemption prior to their maturity [Insert Term Bond amortization provisions], if any. The Bonds of this issue shall be further subject to redemption prior to their maturity at the option of the Agency [Insert optional redemption provisions]. Notice of such redemption shall be given in the manner required by the Bond Resolution. The registration of this Bond may be transferred upon the registration books upon delivery to the designated office of the Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar, duly executed by the owner of this Bond or by his attorney -in -fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee. In all eases of a transfer of a Bond, the Registrar shall at the earliest practical time in accordance with the provisions of the Bond Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. The Agency and the Registrar may charge the owner of such Bond for the registration of every such transfer of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the Agency) to be paid B-19 with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be other than a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such day shall have the same force and effect as if made on the nominal date of payment. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and tirne as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this Series does not violate any constitutional or statutory limitation or provision. [PROVISION FOR VARIABLE RATE BONDS] The form of the Bonds may be modified as appropriate to provide for a variable interest rate calculated initially and from time to time by reference to an index or indices or formula or formulas to be subsequently designated by the Agency by or pursuant to Supplemental Resolution pertaining to each Series of Bonds, provided that in no event shall the interest rate calculated in accordance with such index or formula exceed the maximum interest rate such Bonds are permitted to bear in accordance with the Supplemental Resolution authorizing such Series of Bonds and applicable law. [FORM OF PROVISION FOR DEMAND BONDS] The form of the Bonds may be modified as appropriate by or pursuant to Supplemental Resolution of the Agency for each Series of Bonds prior to the sale thereaf, to provide that the Bonds are subject to mandatory or optional tender for purchase by the registered owner thereof. Neither the members of the governing body of the Agency nor any person executing the Bonds shall be liable personally on the Bonds by reason of their issuance. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication endorsed hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the Southeast OvertownlPark West Community Redevelopment Agency, has issued this Bond and has caused the same to be signed by the Executive Director of the Agency and attested by its Clerk, either manually or with their facsimile signatures, all as of the day of ATTESTED: By: Clerk SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Executive Director CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds designated in and executed under the provisions of the within -mentioned Bond Resolution. B-20 as Registrar By Authorized Officer Date of Authentication: ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF AS SIGNEE (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. B-21 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: U N COM — as tenants in common TEN ENT — as tenants by the entireties 3T TEN — asjoint tenants with right of survivorship and not as tenants in common UNIT TRANS MIN ACT — Custodian for (Cult) under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. [END OF FORM OF BOND] Section 5.10 Application of Bond Proceeds. Except as otherwise provided hereby, the proceeds, including accrued interest and premium, if any, received from the sale of the Bonds of any Series shall be applied by the Agency simultaneously with the delivery of such Bonds in accordance with the provisions of a Supplemental Resolution of the Agency in conformity with this Resolution to be adopted at or before the delivery of such Series of Bonds. Section 5.11 Temporary Bonds. Pending the preparation of definitive Bonds, the Agency may execute and the authenticating agent, if any, shall authenticate and deliver temporary Bonds. Temporary Bonds shall be issuable as registered Bonds without coupons, of any authorized denomination, and shall be substantially in the form of the definitive Bonds but with such omissions, insertions, and variations as may be appropriate for temporary Bonds, all as may be determined by the Agency. Temporary Bonds may contain such reference to .any provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the Agency and be authenticated by the authenticating agent, if any, upon the same conditions and in substantially the same manner, and with like effect, as the definitive Bonds. As promptly as practicable the Agency shall execute and shall furnish definitive Bonds and thereupon temporary bonds may be surrendered in exchange therefor without charge at the principal office of the Registrar, and the Registrar shall deliver in exchange for such temporary Bonds a like aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds. ARTICLE VI SOURCE OF PAYMENT OF BONDS; SPECIAL OBLIGATIONS OF AGENCY Section 6.01 Bonds Not to be Indebtedness of the Agency. The Bonds shall not be or constitute general or moral obligations or indebtedness or a pledge of the faith and credit of the Agency, the City, the County, the State 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, in the manner and to the extent herein provided. 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 such Bonds or the interest or premium, if any, thereon or for the payment of any other amounts provided herein. The. Agency has no taxing power. The 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 herein provided. B-22 Section 6.02 Pledge of Revenues. The payment of the principal of, premium, if any, and interest on the Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues, all in the manner and to the extent provided herein, and, as provided herein, the Agency does hereby irrevocably pledge such PIedged Revenues, all to the payment of the principal of, premium, if any, and interest on the Bonds, the funding and maintaining of the reserves therefor as required herein and for all other payments as provided herein. The pledge and lien on Pledged Revenues securing the Bonds shall be prior and superior to all other liens or encumbrances on the Pledged Revenues; provided, however, that the pledge of and lien on the Pledged Tax Increment Revenues shall be on a parity with the pledge thereof and lien thereon securing the Grant Agreement Obligation and any Parity Obligations issued or incurred as provided in Section 10,02 hereof. Notwithstanding the foregoing, however, nothing herein provided shall be deemed to grant or create a lien on any subaccount in the Construction Fund or Reserve Account created with respect to a particular Series of Bonds in favor of the owners of Bonds of any other Series. Each subaccount in the Construction Fund shall secure only the Series of Bonds with respect to which such subaccount was created. Each subaccount in the Reserve Account shall secure only the Series of Bonds expressly designated to be secured thereby. In addition, nothing herein shall be deemed to grant or create a lien on any funds in the Rebate Account, including investment earnings thereon. ARTICLE VII REDEVELOPMENT TRUST FUND; ALLOCATION OF PLEDGED TAX INCREMENT REVENUES; CREATION OF FUNDS AND ACCOUNTS, DISPOSITION OF REVENUES Section 7.01 Redevelopment Trust Fund. The Redevelopment Trust Fund has been created and established as described herein and the funds to be allocated and deposited into the SEOPW CRA Revenue Bond Trust Fund Account therein, as created pursuant to Section 7.04 below, have been appropriated to the Agency to finance community redevelopment projects within the Redevelopment Area pursuant to the Redevelopment Plan. The lien securing the Bonds, the Grant Agreement Obligation and Parity Obligations created pursuant to Section 6.02 hereof upon the revenues described in this Section 7.01 shall not attach until such revenues shall have been deposited in the SEOPW CRA Revenue Bond Trust Fund Account. The holders of Bonds, Parity Obligations and Subordinated Indebtedness shall have no right to require the imposition of any tax or the establishment of any rate of taxation in order to obtain the amounts necessary to pay and retire such Bonds, Parity Obligations and Subordinated Indebtedness. Section 7.02 Creation of Funds and Accounts. There are hereby created and established the "SEOPW CRA Revenue Bond Trust Fund Account," the "Construction Fund," the "Tax Increment Revenue Bond Fund" and the following accounts therein to be known as: the "Debt Service Account," the "Reserve Account" and the "Rebate Account." Within the Reserve Account there is created the "Composite Reserve Subaccount." There may be created and established in the Reserve Account separate subaccounts with respect to and securing one or more separate Series of Bonds. Moneys in the Tax Increment Revenue Bond Fund, other than the Rebate Account, until applied in accordance with the provisions hereof, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders; provided that moneys in the separate subaccounts in the Reserve Account shall secure only the Bonds of the Series designated to be secured thereby and amounts in the applicable subaccounts in the Construction Fund to be applied as provided in Section 7.03 herein. The Agency may at any time and from time to time deposit moneys from any one or more of the funds and accounts established hereby with an Authorized Depository. Any such Authorized Depository shall perform at the direction of the Agency the duties of the Agency in depositing, transferring and disbursing moneys to and from each of such funds and accounts as herein set forth, and all records of such Authorized Depository in performing such duties shall be open at all reasonable times to inspection by the Agency and its agents and employees. Section 7.03 Construction Fund. The Agency shall establish a separate account in the Construction Fund for each Project or Projects to be financed by separate Series of Bonds and each such account shall be designated in a manner to identify it with such Series of Bonds. The Agency shall deposit into each such account such amounts as may be directed from time to time by Supplemental Resolution. Moneys in the Construction Fund B-23 and the accounts therein shall be kept separate and apart from all other accounts and subaccounts of the Agency, and funds on deposit therein shall be withdrawn, used and applied by the Agency solely for the payment of the Cost of the Projects. Capitalized interest, if any, deposited in a subaccount in the Construction Fund shall be transferred, to the extent necessary, to the Debt Service Account to pay interest on the applicable Series of Bonds. Funds on deposit in the Construction Fund shall be withdrawn, used and applied by the Agency solely for the payment of the costs of such Project or Projects and purposes incidental thereto; provided, however, that moneys in any account in the Construction Fund may be removed and deposited as necessary into a related account or applied to pay Costs of a different Project, provided that with respect to Bonds that are not Taxable Bonds (unless such Bonds are Tax Credit Bonds), the agency shall first receive a Favorable Opinion of Bond Counsel. Moneys in each account in the Construction Fund, until applied in payment of any item of the Cost of the applicable Project in the manner hereinafter provided, shall be held in trust by the Agency (or an Authorized Depository) and shall be subject to a lien and charge in favor of the Holders of the Bonds for the applicable Series for which it was established and for the further security of such Holders. Notwithstanding any of the other provisions of this Section 7.03, to the extent that other moneys are not available therefor, amounts in each account in the Construction Fund shall be applied to the payment of principal and interest on the applicable Series of Bonds when due. The date of completion of a Project or Projects shall be determined by the Executive Director who shall certify such fact in writing to the Board of the Agency. Promptly after the date of the completion of a Project, and after paying or making provisions for the payment of all unpaid items of the Cost of such Project, the Agency shall deposit in the following order of priority any balance of moneys remaining in the applicable account in the Construction Fund in (1) the Reserve Account or any subaccount therein securing such Series of Bonds, to the extent of a deficiency therein, provided that with respect to Bonds that are not Taxable Bonds (unless such Bonds are Tax Credit Bonds), the Agency shall first receive a Favorable Opinion of Bond Counsel, (2) another account in the Construction Fund for which the Executive Director has stated in writing that there are insufficient moneys present to pay the Cost of a Project, provided that with respect to Bonds that are not Taxable Bonds (unless such Bonds are Tax Credit Bonds), the Agency shall first receive a Favorable Opinion of Bond Counsel, and (3) such other fund or account established hereunder or such other lawful purpose as shall be determined by the Governing Body, provided that, with respect to Bonds that are not Taxable Bonds (unless such Bonds are Tax Credit Bonds), the Agency shall first receive a Favorable Opinion of Bond Counsel. Section 7,04 Disposition of Pledged Tax Increment Revenues, The Pledged Tax Increment Revenues shall be deposited immediately upon receipt into the Redevelopment Trust Fund and then shall, upon receipt, immediately be deposited in the SEOPW CRA Revenue Bond Trust Fund Account and upon such deposit shall be subject to the pledge and lien of this Resolution pursuant to Section 6.02 hereof. The Bonds, the Grant Agreement Obligation and other Parity Obligations issued in accordance with the terms hereof shall be secured by a parity and equal lien on the Pledged Tax Increment Revenues on deposit in the SEOPW CRA Revenue Bond Trust Fund Account. As between the Bonds and Parity Obligations, available Pledged Tax Increment Revenues shall be allocated as provided herein pro rata based upon the amounts (i) required to be deposited in such Fiscal Year hereunder with respect to the Bonds and (ii) required to be paid or deposited in such Fiscal Year under the instruments providing for such Parity Obligations for the payment of corresponding amounts; such allocations between the Bonds and Parity Obligations shall be made at the same time; with the funding of the Reserve Account and Rebate Account and other amount payable thereafter', in the order and as provided in Paragraph (1) below. Subsidy Bond Payments, pledged to a Series of Bonds pursuant to a Supplemental Resolution, shall be deposited upon receipt into the Tax Increment Revenue Bond Fund and applied in the same manner as provided in this Section 7.04 with respect to Pledged Tax Increment Revenues or as otherwise provided by such Supplemental Resolution. Subject to the foregoing, in each Fiscal Year, Pledged Tax Increment Revenues shall be transferred from the SEOPW CRA Revenue Bond Trust Fund Account and deposited to the credit of the Tax Increment Revenue Bond Fund upon receipt in an amount sufficient to make the deposits required by subsection (1) below. (1) DISPOSITION OF FUNDS IN THE TAX INCREMENT REVENUE BOND FUND. Funds in the Tax Increment Revenue Bond Fund shall be applied in each Bond Year only in the following order and priority: B-24 (a) First, by deposit into the Debt Service Account an amount which, together with other amounts deposited therein will be equal to the Debt Service Requirement coming due during the then - current Bond Year with respect to Bonds and Parity Obligations, until there are sufficient funds then on deposit equal to the sum of the interest, principal and redemption payments due, respectively, on the Bonds and Parity Obligations, on the interest and principal payment dates and redemption dates in such Bond Year. Deposits shall be increased or decreased to the extent required to pay principal, interest and redemption premiums next becoming due, after making allowance for any accrued and capitalized interest, and to make up any deficiency or loss that may otherwise arise in such fund or accounts. Notwithstanding anything in this subsection (a) to the contrary, if principal, interest or premium payments have been made on behalf of the Agency by a Bond Insurer or Credit Facility Provider or other entity insuring, guarantying or providing for the payment of Bonds or any Series thereof, moneys on deposit in the Debt Service Account and allocable to such Bonds shall be paid to such Bond Insurer or Credit Facility Provider or other entity insuring, guarantying or providing for the payment of Bonds or any Series thereof having theretofore made a corresponding payment on the Bonds. (b) There shall next be deposited to each subaccount of the Reserve Account, amounts, including amounts necessary to reimburse the issuer of a Reserve Product for draws thereunder in order to reinstate such Reserve Product, which, after taking into account other funds then on deposit therein (including amounts available under any Reserve Product), will be sufficient to make the funds (or amounts of Reserve Product) on deposit therein equal to the Reserve Requirement for each such subaccount; provided, however, that if the funds on deposit in a subaccount or subaccounts in the Reserve Account are less than the applicable Reserve Requirement as a result of a withdrawal therefrom for the payment of debt service on the Bonds due to a deficiency in the amounts available in the Debt Service Account, as provided below, the amount of such deficiency is to be repaid no later than sixty (60) months from the date of such draw (assuming equal monthly payments into the Reserve Account of such sixty (60) month period). Notwithstanding the foregoing, if a deficiency occurs in the Reserve Account due to the valuation of investments held therein as a result of the valuation required by Section 8.02 hereof, the Agency shall cure such deficiency by no later than sixty (60) months from the date of the valuation resulting in such deficiency (assuming equal monthly payments into the Reserve Account of such sixty (60) month period). To the extent there are insufficient moneys in the Tax Increment Revenue Bond Fund to make the required deposit into each subaccount of the Reserve Account, such deposits shall be made to each subaccount on a pro rata basis in relation to the amount of the deficiency existing in each subaccount. On or prior to each principal and interest payment date for the Bonds, moneys in each subaccount of the Reserve Account shall be applied by the Agency to the payment of the principal of, or redemption price, if applicable, and interest on related Series of Bonds to the extent moneys in the Debt Service Account are insufficient therefor. The moneys on deposit in each subaccount in the Reserve Account shall be applied in the manner provided herein solely for the payment of maturing principal of, redemption price, if applicable, or interest or Amortization Installments on the Series of Bonds secured by such subaccount and shall not be available to pay debt service on any other Series. Moneys on deposit in the Composite Reserve Subaccount shall be applied on a pro rata basis to pay the maturing principal of, redemption price, if applicable, or interest or Amortization Installments on the Series of Bonds, if more than one Series, secured thereby, but shall not be available with respect to any Series of Bonds not secured by the Composite Reserve Subaccount. (c) The Supplemental Resolution authorizing the issuance of a Series of Bonds hereunder shall designate whether such Series of Bonds is to be secured by the Composite Reserve Subaccount or a separate subaccount in the Reserve Account and, if such Series is to be secured by a separate subaccount, the Reserve Requirement with respect thereto. Upon the issuance of any Series of Bonds under the terms, limitations and conditions as herein provided, the Agency shall, on the date of delivery of such Series of Bonds, (a) if such Series is secured by the Composite Reserve Subaccount, deposit into the Composite Reserve Subaccount an amount equal to the Composite Reserve Requirement or the increase in the Composite Reserve Requirement attributable to the issuance of such Series of Bonds, or (b) if such Series B-25 is secured by a separate subaccount in the Reserve Account, deposit into such subaccount an amount at least equal to the Reserve Requirement applicable to such Series of Bonds at the time and in the manner required by the terms hereof or of the Supplemental Resolution creating such separate subaccount. (d) Notwithstanding the foregoing provisions, in lieu of the required deposits into a subaccount of the Reserve Account, the Agency may cause to be deposited into such subaccount a Reserve Product for the benefit of the Bondholders in an amount equal to the difference between the Reserve Requirement applicable thereto and the sums then on deposit in such subaccount, if any. Such Reserve Product shall be payable to the Paying Agent for such Series (upon the giving of notice as required thereunder) on any interest payment or redemption date on which a deficiency exists which cannot be cured by funds in any other fund or account held pursuant to this Resolution and available for such purpose; but in all events any cash or investments in a subaccount in the Reserve Account shall be applied before moneys derived from a Reserve Product in such subaccount and .if more than one Reserve Product secures such subaccount, such instruments shall be drawn upon on a pro rata basis (in the proportion of the maximum amount available to be drawn under each instrument), The issuer providing such Reserve Product shall at the time of delivery, .either be (a) an insurer whose municipal bond insurance policies insuring the payrnent, when due, of the principal of and interest on municipal bond issues results in such issues being rated in one of the two highest rating categories (without regard to gradations, such as "plus" or "minus" of such categories) by any two of S&P, and Moody's or Fitch or (b) a commercial bank, insurance company or other financial institution the bonds payable or guaranteed by which have been assigned a rating by one of the two highest rating categories (without regard to gradations, such as "plus" or "minus" of such categories) by any two of S&P, Moody's or Fitch. In addition, such Reserve Product shall be for a term of not less than twelve (12) months and any reimbursement agreement related thereto shall provide that the Agency's reimbursement obligation thereunder shall be subordinate to the payment of the principal of and interest on the Bonds. (e) Notwithstanding the foregoing, if one or more subaccounts in the Reserve Account have been funded with cash or Investment Obligations and no event of default shall have occurred and be continuing hereunder, the Agency may, at any time in its discretion, substitute a Reserve Product meeting the requirements of this Resolution for the cash and Investment Obligations in any such subaccount, and the Agency may then withdraw such cash and Investment Obligations from such subaccount and apply them to any lawful purpose, so long as (i) the same does not adversely affect any rating by a rating agency then in effect for the applicable Series of Outstanding Bonds and (ii) with respect to Bonds that are not Taxable Bonds (unless such Bonds are Tax Credit Bonds), the Agency obtains a Favorable Opinion of Bond Counsel. (1) If a disbursement is made from a Reserve Product provided pursuant to this Section 7.04(I)(b), the Agency shall cause the maximum limits of such Reserve Product to be reinstated following such disbursement from moneys available hereunder in accordance with the provisions of the fast paragraph of this Section 7.04(1)(b), by depositing funds in the amount of the disbursement made under such instrument, with the issuer thereof, together with interest thereon to the date of reimbursement at the rate set forth in such Reserve Product, but in no case greater than the maximum rate of interest permitted by law. (g) To the extent the Agency causes to be deposited into a subaccount of the Reserve Account, a Reserve Product for a term of years shorter than the life of the Series of Bonds then so insured or secured or such Reserve Product is subject to termination prior to the maturity of the Series of Bonds then so insured, then the Reserve Product shall provide, among other things, that the issuer thereof shall provide the Agency with notice as of each anniversary of the date of the issuance of the Reserve Product of the intention of the issuer thereof to either (a) extend the term of the Reserve Product beyond the expiration dates thereof, or (b) terminate the Reserve Product on the initial expiration dates thereof or such other future date as the issuer thereof shall have established. If the issuer of the Reserve Product notifies the issuer pursuant to clause (b) of the immediately preceding sentence or if the Agency terminates the Reserve Product or it otherwise terminates in accordance with its terms, then the Agency shall (a) deposit into the applicable subaccount of the Reserve Account, on or prior to the fifteenth day of the first full calendar month following the date on which such notice is received by the Agency, such sums as shall be sufficient )3-26 to pay an amount equal to a fraction, the numerator of which is one (1) and the denominator of which is equal to the number of months remaining in the term of the Reserve Product for such subaccount on the date such notice was received (the maximum amount available, assuming full reimbursement by the Agency, under the Reserve Product may bereduced annually by an amount equal to the deposit to the applicable subaccount of the Reserve Account during the previous twelve (12) month period) until amounts on deposit in such subaccount of the Reserve Account, as a result of the aforementioned deposits, and no later than upon the expiration of such Reserve Product, shall be equal to the Reserve Requirement applicable thereto, and (b) on a parity basis, shall reimburse the provider of the terminated Reserve Product all amounts due and owing under the terms and conditions of the reimbursement agreement between the Agency and such provider. (h) Then, to the issuer of any Registrar, Paying Agent, remarketing agent or similar agent with respect to any Bonds, or to any party providing services in connection with Outstanding Bonds an amount equal to the fees and expenses of such persons accruing in such Bond Year. (i) After the deposits required pursuant to subsections (a), (b) and (c) above, remaining Pledged Tax Increment Revenues in the Redevelopment Trust Fund shall be applied to make deposits to such other funds or accounts as shall be specified by the instrument providing for the issuance of Subordinated Obligations of such amounts as shall be necessary to pay debt service and other requirements with respect to Subordinated Obligations, as provided in the instrument providing for the issuance of such Subordinated Obligations. (j) After making the deposits required pursuant to subsections (a), (b), (c) and (d) above, amounts available in the SEOPW CRA Revenue Trust Fund Account shall be redeposited into the Redevelopment Trust Fund and may be used and applied by the Agency for any lawful purpose of the Agency in accordance with the Redevelopment Act. Deposits required pursuant to this Section shall be cumulative and the amount of any deficiency in any Bond Year shall be added to the amount otherwise required to be deposited in the Bond Years thereafter until such time as all such deficiencies have been cured. (2) The Agency shall not be required to make any further payments into the Tax Increment Revenue Bond Fund, including the accounts therein, but excluding the face amount of any Reserve Product, when the aggregate amount of funds in the Debt Service Account and Reserve Account, including the subaccounts therein, available for the payment thereof, is at least equal to the aggregate principal amount of Bonds issued pursuant to this Resolution and then Outstanding, plus the amount of interest then due or thereafter to become due on said Bonds then Outstanding, or if all Bonds then Outstanding have otherwise been defeased pursuant to Section 13.01 below. Section 7.05 Use of Moneys in the Debt Service. Account. (1) Moneys on deposit in the Debt Service Account shall be used solely for the payment of the interest on and the principal of and any redemption premiums required with respect to the Bonds and for the other purposes provided by the terms of Section 7.04(1)(a) hereof, including payment on Parity Obligations in accordance with the terms thereof. (2) At the maturity date of each Bond and at the due date of each Amortization Installment and installment of interest on each Bond, the Agency shall transfer from the Debt Service Account to the Paying Agents for such Bonds sufficient moneys to pay all principal of, premiums, if any, and interest then due and payable with respect to each such Bond. Interest accruing with respect to any fully -registered Bond (other than a Capital Appreciation Bond) shall be paid by check or draft of the Paying Agent, or by such other means as provided with respect to a Series of Bonds, to the registered owner thereof. (3) Moneys deposited in the Debt Service Account representing Amortization Installments shall be applied solely to purchase or redemption of Term Bonds subject to redemption from such Amortization Installments in the following manner: 13-27 (a) The Agency may (but shall not be obligated to) purchase Term Bonds of any one or more Series, to the extent moneys are available therefor, at the most advantageous price obtainable, such price not to exceed the principal of such Bonds plus accrued interest, or the Compounded Amount, as the case may be, but no such purchase shall be made by the Agency within a period of thirty days next preceding any interest payment date on which such Bonds are subject to call for redemption under the provisions of this Resolution; and (b) The Agency shall use any remaining funds representing Amortization Installments to call any remaining Term Bonds or Serial Bonds then subject to redemption, in such order and by such selection method as the Agency, in its discretion, may determine, on the next Bond principal payment date. The Agency will apply funds deposited for the redemption of Bonds then subject to redemption in the foregoing manner as will exhaust the money then held for the redemption of such Bonds as nearly as may be possible. If Term Bonds are purchased or redeemed pursuant to this section in excess of the Amortization Installments for such Bond Year, such excess principal amount of such Term Bonds so purchased or redeemed shall be credited against subsequent Amortization Installments for Bonds in such Series in such Bond Year or Years as the Agency may determine and as may be reflected in the Agency's permanent accounting records or in a certificate of the Agency. Section 7.06 Separate Accounts. The moneys required to be accounted for in each of the foregoing funds, accounts and subaccounts established herein may be deposited in a single bank account, and funds allocated to the various funds, accounts and subaccounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds, accounts and subaccounts as herein provided. The designation and establishment of the various funds, accounts and subaccounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. Section 7.07 Paying Agents. The Agency shall transfer, from the various funds and accounts established in this Article VIE, to one or more Paying Agents as shall be designated by resolution from time to time adopted by the Agency, on or before each interest and principal payment date and each redemption date, an amount sufficient to pay when due the principal of, interest on and redemption premium, if any, with respect to the Bonds. No resignation or removal of a Paying Agent appointed hereunder shall be effective until such time as a successor has been appointed by the Agency and has accepted the duties as Paying Agent hereunder. ARTICLE VIII DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 8.01 Deposits Constitute Trust Funds. All Pledged Tax Increment Revenues deposited with the Agency in the SEOPW CRA Revenue Bond Trust Fund Account and all funds and accounts and subaccounts created under the provisions of this Resolution shall be held in trust and applied only in accordance with the provisions of this Resolution, and shall not be subject to lien or attachment by any creditor of the Agency. Section 8.02 Investment of Moneys. Moneys held for the credit and accounts established hereunder shall be continuously secured in the manner by which the deposit of public funds is authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Debt Service Account and Reserve Account (including the accounts and subaccounts therein) may only be invested and reinvested in Investment Obligations B-28 maturing not later than the date on which the moneys therein will be needed for the purposes of such fund or account. All investments shall be valued at market price, exclusive of accrued interest. Valuation shall occur no less frequently than annually, except in the event of a withdrawal from the Reserve Account, whereupon investments in the Reserve Account shall be valued immediately after such withdrawal. Moneys in the Rebate Account may be invested in Investment Obligations to the extent the same will not cause interest on any Bonds Outstanding hereunder that are not Taxable Bonds to be includable in gross income for federal income tax purposes or adversely affect the expected receipt of tax credits by Holders of Tax Credit Bonds. Except as otherwise provided herein, including specifically, the obligations of the Agency with respect to the funding of the Rebate Account set forth in Sections 9.06 and 9.07 hereof, any and all income received by the Agency from the investment of moneys in the Construction Fund and the Debt Service Account (including the accounts and subaceounts therein) and each subaecount of the Reserve Account (to the extent such income and the other amounts therein are less than the Reserve Requirement applicable thereto), shall be retained in such respective fund, account or subaccount until the amount on deposit therein is sufficient for the purpose thereof, and thereafter may be applied for any lawful purpose of the Agency permitted under the Redevelopment Act. Investment income received from the investment of funds on deposit in a subaecount in the Reserve Account, to the extent that amounts on deposit therein exceed the Reserve Requirement, shall be transferred to the Debt Service Account. Nothing contained in this Resolution shall prevent any Investment Obligations acquired as investments of or security for funds held under this Resolution from being issued or held in book -entry form on the books of the Department of the Treasury of the United States. ARTICLE IX GENERAL COVENANTS OF THE AGENCY Section 9.01 Books and Records. The Agency shall keep separately identifiable financial books, records, accounts and data concerning the Redevelopment Trust Fund and the receipt and disbursement of the Pledged Revenues and the proceeds of the Bonds in accordance with generally accepted accounting principles applicable to governmental entities and applied in a consistent manner. Section 9.02 Annual Audit. The Agency shall, by March 31 of the calendar year immediately following the close of each Fiscal Year, cause the financial statements of the Agency to be properly audited by a recognized independent certified public accountant or recognized independent firm of certified public accountants, and shall require such accountants to complete their report on the annual financial statements in accordance with applicable law. Such annual financial statements shall contain, but not be limited to, a balance sheet, a statement of revenues, expenditures and changes in fund balance, and any other statements as required by law or accounting convention, and a report by such accountants disclosing any material default on the part of the Agency of any financial covenant or agreement herein which is disclosed by the audit of the financial statements. The annual financial statement shall be prepared in conformity with generally accepted accounting principles. A copy of the audited financial statements for each Fiscal Year shall be furnished or made available by electronic means to any Bond Insurer or Credit Facility Provider and to any Holder of a Bond who shall have furnished his address to the Agency and requested in writing that the same be furnished or made available to him. The Agency shall be permitted to make a reasonable charge for reproduction and mailing of such audited financial statements to any Bondholder, as applicable. Filing of such information with the Electronic Municipal Market Access system operated by the Municipal Securities Rulemaking Board, or such other similar successor system, shall be deemed compliance with this section. Section 9.03 Annual Budget. On or before the first day of each Fiscal Year, the Agency shall adopt a final annual budget for the Redevelopment Area for such Fiscal Year and upon approval of such budget by the County shall supply a copy or make available electronically of such budget promptly upon the approval thereof to any Bond Insurer or Credit Facility Provider, any Rating Agency rating Outstanding Bonds, and any Bondholders who have filed a request with the Executive Director for the same, subject to payment by such Bondholder of the cost of reproduction and mailing, as applicable. If for any reason the Agency shall not have adopted an annual budget on or before the first day of any Fiscal Year, the annual budget for the preceding Fiscal Year shall, until the adoption of the new annual budget, be B-29 deemed in force for the ensuing Fiscal Year. The Agency may at any time adopt an amended or supplemental annual budget for the remainder of the current Fiscal Year. Copies of any such amended of supplemental annual budget shall be provided or made available by electronic means, to any Bond Insurer or Credit Facility Provider and to any Bondholders who have filed a request with the Executive Director for copies of the annual budget, subject to the payment by such Bondholder of the cost of reproduction and mailing. Filing of such information with the Electronic Municipal Market Access system operated by the Municipal Securities Rulemaking Board, or such other similar successor system, shall be deemed compliance with this section. Section 9.04 No Loss of Lien on Pledged Revenues. The Agency shall not do, or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues, or any part thereof, or the priority thereof might or could be lost or materially impaired. Section 9.05 Enforcement of Pledged Revenues. The Agency shall diligently enforce its right to receive and dispose of the Pledged Revenues. The Agency shall not take any action which might impair or adversely affect the Pledged Revenues, or impair or adversely affect in any mariner the pledge thereof and the lien thereon securing the Bonds. The Agency shall, so long as any Bonds are Outstanding, take all lawful action necessary or appropriate to continue the Agency's right to receive the Pledged Tax Increment Revenues. Section 9.06 Tax Covenants. It is the intention of the Agency and all parties under its control that (i) the interest on each Series of Bonds issued hereunder that are not Taxable Bonds be and remain excluded from gross income for federal income tax purposes, and (ii) the Agency preserve the tax credit to Holders of Tax Credit Bonds, and to this end, the Agency hereby represents to and covenants with each of the Holders of the Bonds issued hereunder that are not Taxable Bonds that it will comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of Subtitle A of the Code to the extent necessary to preserve the exclusion of interest on Bonds that are not Taxable Bonds from gross income for federal income tax purposes and to preserve the tax credit to Holders of Tax Credit Bonds. Specifically, without intending to limit in any way the generality of the foregoing, the Agency covenants and agrees with respect to Bonds that are not Taxable Bonds: (1) to the extent required by the Code, to make or cause to be made all necessary determinations and calculations of the Rebate Amount and required payments of the Rebate Amount; (2) to set aside sufficient moneys from the Pledged Revenues or other legally available funds of the Agency, to timely pay the Rebate Amount to the United States of America; (3) to pay the Rebate Amount at the times and to the extent required under the Code, to the United States of America from Pledged Revenues or from any other legally available funds; (4) to maintain and retain all records pertaining to the Rebate Amount with respect to each Series of Bonds issued hereunder and required payments of the Rebate Amount with respect to each such Series of Bonds for at least six years after the final maturity of each such Series of Bonds or such other period as shall be necessary to comply with the Code; (5) to refrain from taking any action that would cause the Bonds issued hereunder to become arbitrage bonds under Section 148 of the Code; (6) to refrain from using proceeds of the Bonds issued hereunder in a manner that would cause the Bonds or any of them to be classified as private activity bonds under Section 141(a) of the Code; and (7) to not use any Subsidy Bond Payments for payment of debt service on any Bond other than Direct Subsidy Bonds to which such subsidy applies. B-30 The Agency understands that the foregoing covenants impose continuing obligations of the Agency that will exist as long as the requirements of Section 103 and Part IV of Subchapter B of Subpart A of Chapter 1 of the Code are applicable to any of the Bonds or any Series of Bonds that are not Taxable Bonds. Section 9.07 Rebate Account. The Agency covenants and agrees that it shall maintain and retain all records pertaining to and shall be responsible for making or having made all determinations and calculations of the Rebate Amount for each Series of Bonds issued hereunder that are not Taxable Bonds and shall deposit to the credit of the Rebate Account from investment earnings, Pledged Revenues or other legally available funds of the Agency such amounts, all at such times and in such manner as shall be required to comply with its covenants in Section 9.06. The Agency shall use such moneys deposited in the Rebate Account only for the payment of the Rebate Amount to the United States as required by Section 9.06 hereof. In complying with the foregoing, the Agency may rely upon any instructions or opinions from Bond Counsel. If any amount shall remain in the Rebate Account after payment in full of all Bonds issued hereunder that are not Taxable Bonds and after payment in full of the Rebate Amount to the United States in accordance with the terms hereof, such amounts shall be available to the Agency for any lawful purpose. The Rebate Account shall be held separate and apart from all other funds and accounts of the Agency shall not be impressed with a lien in favor of the Bondholders and the moneys therein shall be available for use only as herein provided. The Agency may, by Supplemental Resolution, create separate accounts in the Rebate Account with respect to a particular Series of Bonds. Notwithstanding any other provision of this Resolution, including in particular Section 13.01 hereof, the obligation to pay over the Rebate Amount to the United States and to comply with all other requirements of Section 9.06 and this Section 9.07 shall survive the defeasance or payment in full of the Bonds. ARTICLE X ISSUANCE OF ADDITIONAL BONDS AND PARITY OBLIGATIONS Section 10.01 Subordinated Indebtedness. Except as otherwise provided in this Article X the Agency will not issue any other obligations, payable from the Pledged Revenues or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and Parity Obligations and the interest thereon. The Agency may at any time or from time to time issue evidences of indebtedness payable in whole or in part from the Pledged Revenues and which may be secured by a pledge of the Pledged Revenues; provided, however, that such pledge shall be, and shall be expressed to be, subordinate in all respects to the pledge of the Pledged Revenues created by this Resolution. The Agency shall have the right to covenant with the Holders from tune to time of any Bonds, Parity Obligations or Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued pursuant to Section 10.02 hereof, The Agency agrees to pay, in accordance with the terms set forth above, promptly any Subordinated Indebtedness as the same shall become due. Section 10.02 Issuance of Additional Bonds and Parity Obligations. Except as otherwise provided in this section, no Additional Bonds may be issued under this Resolution and no Parity Obligations may be hereafter issued or incurred, unless the Agency shall have first complied with the requirements of this Section. Additional Bonds may be issued from time to time hereunder, and Parity Obligations may be issued or incurred from time to time, for the purpose of financing Projects, for the purpose of refunding or refinancing Bonds, Parity Obligations or Subordinated Indebtedness, previously issued to pay the cost of or debt service on obligations of the Agency incurred to finance Projects, or other obligations of the Agency, including in each case, costs and expenses incidental thereto. (1) Additional Bonds and Parity Obligations may be issued or incurred upon compliance with the following requirements: (a) Amounts in the Tax Increment Revenue Bond Fund and the accounts and subaccounts therein are sufficient to satisfy the Reserve Requirements, the Rebate Amount and the Debt Service B-31 Requirements with respect to the Outstanding Bonds in the then -current Bond Year or the Agency has made provisions for the payment thereof in accordance with this Resolution, and the Agency must have complied with the covenants and provisions of this Resolution and any Supplemental Resolution hereafter adopted for the issuance of Additional Bonds or Parity Obligations, unless upon the issuance or incurrence of such Additional Bonds or Parity Obligations, the Agency will be in compliance with all such covenants and provisions. (b) A certificate of the Agency's Executive Director or an independent certified public accountant filed with the Executive Director reciting that, based on necessary information, the amount of Modified Pledged Tax Increment Revenues, together with net investment earnings on the funds and accounts hereunder and available for the payment of debt service thereon, for the immediately preceding Fiscal Year, equaled at least one hundred fifty percent (150%) of the Maximum Annual Debt Service (including in such calculation the Bonds and Parity Obligations then Outstanding and the Additional Bonds and Parity Obligations proposed to be issued). (c) Each Supplemental Resolution authorizing the issuance of Additional Bonds shall recite that all of the covenants herein contained will be fully applicable to such Additional Bonds and Parity Obligations as if originally issued hereunder. Except as otherwise provided in Section 6.01 and Article VH, Additional Bonds and Parity Obligations issued pursuant to the terms and conditions of this Section 10.02 shall be deemed on a parity with all Bonds and Parity Obligations then Outstanding, and all of the covenants and other provisions of this Resolution shall be for the equal benefit, protection and security of the Holders of any Bonds and Parity Obligations originally authorized and issued pursuant to this Resolution and the Holders of any Bonds or Parity Obligations evidencing additional obligations subsequently created within the limitations of and in compliance with this Article. (d) In the event any Additional Bonds or Parity 'Obligations ire issued for the purpose of refunding any Bonds or Parity Obligations then Outstanding, the conditions of Section 10.02(1)(b) hereof shall not apply if (i) 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 (ii) 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 10.02(1)(b) 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 (d). (e) Notwithstanding any other provision contained in this Section 10.02, the Agency may not issue any Additional Bonds or Parity Obligations if at the time of such issuance there shall have occurred an event of default which has not been cured or satisfied, unless such event of default shall be cured upon the issuance of such Additional Bonds or Parity Obligations. (f) Notwithstanding any other provision contained in this Section 10.02, so long as the Grant Agreement Obligation is in effect, except upon the consent of the City, the Agency may not issue any Additional Bonds or Parity Obligations. (2) The Agency may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with this Resolution, as shall be provided by ordinance or resolution of the Agency; provided, however, that such bond anticipation notes may be issued only if (i) the requirements of Section 10.02(1) hereof for the issuance of Additional Bonds are satisfied or (ii) such bored anticipation notes are issued as Subordinated Indebtedness. (3) Subordinated Indebtedness may become parity indebtedness hereunder and be treated as Additional Bonds for all purposes hereof if as of the date of calculation at any time after the issuance thereof such Subordinated Indebtedness shall meet each of the requirements imposed upon the issuance of Additional Bonds by Section 10.02(1) hereof, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be B-32 Additional Bonds issued on the date of calculation, In connection with such accession of Subordinated Indebtedness, the Agency shall either create a separate subaccount in the Reserve Account and fund the Reserve Requirement with respect thereto, to the extent applicable, or designate such Bonds as a Series secured by the Composite Reserve Sub account and fund the increase in the Composite Reserve Requirement attributable thereto in accordance with Section 7.04(1)(b) hereof. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to this Resolution, and such Subordinated Indebtedness shall be considered Additional Bonds for all purposes provided in this Resolution. ARTICLE XI EVENTS OF DEFAULT; REMEDIES Section 11.01 Events of Default. Each of the following events is hereby declared an "event of default," that is to say if: (a) payment of principal of any Bond shall not be made when the same shall become due and payable, either at maturity (whether by acceleration or otherwise) or on required payment dates by proceedings for redemption or otherwise; or (b) and payable; or payment of any installment of interest shall not be made when the same shall become due (c) an order or decree shall be entered, with the consent or acquiescence of the Agency, appointing a receiver or receivers of the Agency or the Redevelopment Trust Fund, or any part thereof or the filing of a petition by the Agency for relief under federal bankruptcy laws or any other applicable law or statute of the United States of America or the State, which shall not be dismissed, vacated or discharged within ninety (90) days after the filing thereof; or (d) any proceedings shall be instituted, with the consent or acquiescence of the Agency, for the purpose of effecting a composition between the Agency and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statutes now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the Tax Increment Revenues; or (e) the entry of a final judgment or judgments for the payment of money against the Agency which subjects any of the funds pledged hereunder to a lien for the payment thereof in contravention of the provisions of this Resolution for which there does not exist adequate insurance, reserves or appropriate bonds for the timely payment thereof, and any such judgment shall not be discharged within ninety (90) days from the entry thereof or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (f) the Agency shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Agency to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Agency by the Registered Owners of not less than twenty-five percent (25%) of the Bond Obligation Outstanding or the Bond Insurer of such amount of the Bond Obligation; provided, however, the Agency shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the Agency in good faith institutes appropriate curative action and diligently pursues such action until the default bas been corrected. For all purposes hereof, in determining whether a payment default has occurred, no effect shall be given to payments made under a Bond Insurance Policy. To the extent that it makes a payment of principal of (or Coinpounded Amounts, as applicable) and interest on Bonds, a Bond Insurer shall become subrogated to the rights of the recipients of such payments as provided by its Bond Insurance Policy, B-33 Section 11.02 Enforcement of Remedies. Any Holder of Bonds issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Agency or by any officer thereof. The Holder or Holders of not less than twenty-five percent (25%) of the Bond Obligation then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution (the "Trustee") with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the City Clerk and with the Agency. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than twenty-five percent (25%) of the Bond Obligation Outstanding and the trust instrument under which the Trustee shall have agreed to serve shall be filed with the Agency and the Trustee and notice of appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder, After the appointment of the first Trustee hereunder, no further trustees may be appointed; however, the Holders of a majority of the Bond Obligations then Outstanding may remove the Trustee initially appointed and appoint a successor and subsequent successors at any time. Section 11.03 Effect of Discontinuing Proceedings. In case any proceeding taken by the Trustee or any Bondholder on account of any default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or such Bondholder, then and in every such case the Agency, the Trustee and Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken. Section 11.04 Directions to Trustee as to Remedial Proceedings. Anything in this Resolution to the contrary notwithstanding, the holders of a majority of the Bond Obligation shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Resolution, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction. Section 11.05 Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Debt Service Account shall not be sufficient to pay the principal (or Compounded- Amounts with respect to the Capital Appreciation Bonds) of or the interest on the Bonds as the same become due and payable such moneys, together with any moneys then available or thereafter becoming available fox such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied (1) to the payment of all installments of interest then due, in the order of the maturity of the installments of such interest, to the Persons entitled thereto, ratably, without any discrimination or preference, and (2) to the payment of all installments principal then due, by maturity, or upon mandatory redemption, in order of their due dates, to the persons entitled thereto, ratably, without discrimination or preference. (b) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest (or Compounded Amounts with respect to Capital Appreciation Bonds) then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest (or Compounded Amounts with respect to Capital Appreciation Bonds), to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. B-34 Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the setting aside of such moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the Agency, to any Bondholder or to any other person for any delay in applying any such moneys, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such moneys, it shall fix the date (which shall be an interest payment date unless the Trustee shall deem another date more suitable) upon which such application is to be made .and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue and the Compounded Amount of Capital Appreciation Bonds shall cease to accrete. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to the Owner of any Bond unless such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Section 11.06 Restrictions on Actions by Individual Bondholders. No Bondholder shall have any right to institute any suit, action or proceeding in equity or at law for the execution 'of any trust hereunder or for any other remedy hereunder unless such Bondholder previously shall have given to the Trustee written notice of the event of default on account of which such suit, action or proceeding is to be taken, and unless the holders of not less than twenty-five percent (25%) of the Bond Obligation shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted or to institute such action, suit or proceeding in its or their name, and unless, also, there shall have been offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, including the reasonable fees of its attorneys (including fees on appeal), and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Resolution or for any other remedy hereunder. It is understood and intended that no one or more owners of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders, and that any individual rights of action or any other right given to one or more of such owners by law are restricted by this Resolution to the rights and remedies herein provided. Nothing contained herein, however, shall affect or impair the right of any Bondholder, individually, to enforce the payment of the principal of and interest on his Bond or Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this Resolution. Section 11.07 Appointment of a Receiver. Upon the happening and continuance of an event of default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders under this Resolution, the Trustee shall be entitled, as a matter of right, without regard to the solvency of the Agency, to the appointment of a receiver or receivers of the funds and accounts created herein, pending such proceedings, with such powers as the court making such appointments shall confer, whether or not the Pledged Revenues and other funds pledged hereunder shall be deemed sufficient ultimately to satisfy the Bonds Outstanding hereunder. Section 11.08 Remedies Cumulative. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 11.09 Waiver of Default. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any B-35 such default, or an acquiescence therein; and every power and remedy given by Section 11.02 hereof to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. ARTICLE X'II MODIFICATION OR AMENDMENTS Section 12.01 Modification or Amendment. No modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, materially adverse to the Bondholders may be made without the consent in writing of the owners of not less than a majority of the Bond Obligation, but no modification or amendment shall permit a change (a) in the maturity of any of the Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Bond, (c) that would affect the unconditional promise of the Agency to collect and hold the Pledged Revenues as herein provided, or provide for the receipt and disbursement of such revenues except as herein provided, or (d) that would reduce such percentage of holders of the Bond Obligation, required above, for such modifications or amendments, without the consent of all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Bonds owned by or held for the account of the Agency, directly or indirectly, shall not be counted. Notwithstanding the foregoing, and so long as the same shall not result in the interest on Bonds other than Taxable Bonds Outstanding hereunder to he included in gross income of the holders thereof for federal income tax purposes, the Agency may, from time to time and at any time without the consent of the Bondholders, enter into such Supplemental Resolutions (which Supplemental Resolutions shall thereafter form a part hereof): (1) To cure any ambiguity, inconsistency or formal defect or omission in this Resolution or in any Supplemental Resolution, or (2) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders, or (3) To provide for the sale, authentication and delivery of Additional Bonds and the disposition of the proceeds from the sale thereof, in the manner and to the extent authorized by Article X above, or (d) To modify, amend or supplement this Resolution or any resolution supplemental hereto in such mariner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America, and, if the Agency so determines, to add to this Resolution or any resolution supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute, or (5) To provide for the issuance of coupon Bonds or certificated or uncertificated registered public obligations as contemplated in Section 5.02 hereof, or (6) To change the description of the Project being financed with proceeds of any Series of Bonds, including the nature or location of the Project. (7) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. (8) To authorize the issuance of Additional Bonds or Subordinated Indebtedness in accordance with the requirements of Section 10.01 and Section 10.02 hereof, respectively. (9) To make any other change that, in the opinion of the Agency, would not materially adversely affect the security for the Bonds or the rights of the holders thereof. In snaking such determination, the Agency shall not take into consideration any Bond Insurance Policy or Credit Facility. B-36 Section 12.02 Amendment with Consent of Bond Holders and Bond Insurer and/or Credit Facility Provider. Subject to the terms and provisions contained in this Section 12.02 and Sections 12.01 and 14.04 hereof, the Holder or Holders of not less than a majority of the Bond Obligation then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such supplemental or amendatory resolution hereto as shall be deemed necessary or desirable by the Agency for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 12.02. No supplemental or amendatory resolution may be approved or adopted which shall permit or require (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the redemption price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Pledged Revenues other than the lien and pledge created by this Resolution which adversely affects any Bondholders, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental or amendatory resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders, Bond Insurer or Credit Facility Provider of the adoption of any supplemental or amendatory resolution as authorized in Section 12.01 hereof. If at any time the Agency shall determine that it is necessary or desirable to adopt any supplemental or. amendatory resolution pursuant to this Section 12.02, the Executive Director shall cause the Registrar to give notice of the proposed adoption of such supplemental or amendatory resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental or amendatory resolution and shall state that copies thereof are on file at the offices of the Agency and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 12.02 to be mailed and any such failure shall not affect the validity of such supplemental or amendatory resolution when consented to and approved as provided in this Section 12.02. Whenever the Agency shall obtain an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority of the Bond Obligation then Outstanding, which instrument or instruments shall refer to the proposed supplemental or amendatory resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Agency may adopt such supplemental or amendatory resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority of the Bond Obligation Outstanding at the time of the adoption of such supplemental or amendatory resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such supplemental or amendatory resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Agency from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental or amendatory resolution pursuant to the provisions of this Section 12.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Agency and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. The initial purchaser of a Series of Bonds, including underwriters, may give consent to amendments to this Resolution, and such consent may be in an amount equal to the Bond Obligation initially purchased by such purchaser (including such purchaser acting the capacity as an underwriter), which amendments may be prejudicial to the rights or interests of the holders of Outstanding Bonds. B-37 ARTICLE XIII DEFEASANCE Section 13.01 Defeasance and Release of Resolution. If, at any time after the date of issuance of the Bonds, (a) all Bonds secured hereby, or any Series thereof, or maturity or portion of a maturity within a Series, shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption, or the Agency gives the Paying Agents irrevocable instructions directing the payment of the principal of, premium, if any, and interest on such Bonds at maturity or at any earlier redemption date scheduled by the Agency, or any combination thereof, and (b) the whole amount of the principal, premium, if any, and the interest so due and payable upon such Bonds, at maturity or upon redemption, shall be paid, or sufficient moneys shall be held by the Paying Agents, an escrow agent or any Authorized Depository, in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, as verified by a report of a nationally recognized independent certified public accountant or nationally recognized firm of independent certified public accountants or nationally recognized financial verification firm, when invested in Refunding Securities maturing not later than the maturity or redemption dates of such principal, premium, if any, and interest will, together with the income realized on such investments, be sufficient to pay all such principal, premium, if any, and interest on said Bonds at the maturity thereof or the date upon which such Bonds .are to be called for redemption prior to maturity, provided, however, a verification report shall not be required if such amount is held as cash and not invested in Refunding Securities, then and in that case the right, title and interest of such Bondholders hereunder and the pledge of and lien on the Pledged Revenues, and all other pledges and liens created hereby or pursuant hereto, with respect to such Bondholders shall thereupon cease, determine and become void, and if such conditions have been satisfied with respect to all Bonds issued hereunder and then Outstanding, and provisions shall also be made for paying all other sums payable hereunder by the Agency, all balances remaining in any other funds or accounts created by this Resolution other than moneys held for redemption or payment of Bonds and to pay all other sums payable by the Agency hereunder shall be distributed to the Agency for any lawful purpose; otherwise this Resolution shall be, continue and remain in full force and effect. For purposes of determining the amount of interest due and payable with respect to Bonds issued as Variable Rate Bonds pursuant to (b) above, the interest on such Bonds shall be calculated as provided in the definition of Debt Service Requirement. For purposes of determining the amount of principal, premium, if any, and interest due and payable pursuant to (b) above with respect to Bonds subject to mandatory purchase or redemption by the Agency at the option of the registered owner thereof ("Put Bonds"), as long as a liquidity credit facility remains in place such amount shall be the maximum amount of principal of and premium, if any, and interest on such Put Bonds which could become payable to the Registered Owners of such Bonds upon the exercise of any such demand options provided to the Registered Owners of such Put Bonds. If any portion of the moneys deposited with the Paying Agents for the payment of the principal of and premium, if any, and interest on Put Bonds is not required for such purpose the Paying Agents shall pay the amount of such excess to the Agency for use in such manner as required or permitted pursuant to a Favorable Opinion of Bond Counsel. If a portion of a maturity of a series of Bonds subject to mandatory sinking fund redemption from Amortization Installments shall be defeased as provided above, the principal amount of the Bonds so defeased shall be allocated to the Amortization Installments designated by the Agency, or if no such designation is made, such principal amount shall be allocated to Amortization Installments in inverse order of maturity. The selection of a portion of a maturity of a Series of Bonds subject to defeasance shall be determined in the same manner as the optional redemption provisions of such Series of Bonds. ARTICLE XIV MISCELLANEOUS PROVISIONS Section 14.01 Severability, If any one or more of the covenants, agreements or provisions of this Resolution should be held invalid or unenforceable by a court of competent jurisdiction, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Bonds issued hereunder. B-3 8 A.+'If rl onfl •7cnA n Section 14.02 No Third -Party Beneficiaries. Except as herein or by Supplemental Resolution, otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto and the owners and holders of the Bonds issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the owners and holders from time to time of the Bonds issued hereunder. Section 14.03 Controlling Law; Members of Agency Not Liable. All covenants, stipulations, obligations and agreements of the Agency contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Agency to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the Agency in his individual capacity, and neither the members of the Agency nor any official of the Agency or the City executing the Bonds or with other responsibilities hereunder shall be liable personally on the Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Agency or such members thereof. Section 14.04 Provisions Relating to Insurers and Credit Banks. Notwithstanding any other provisions of this Resolution to the contrary, the following provisions shall apply with respect to any Additional Bonds hereafter issued the timely payment of the principal of and interest on which is insured by a Bond Insurance Policy or Credit Facility or similar credit enhancement or liquidity facility. (A) Except as otherwise provided in paragraph (D) below, and notwithstanding the terms of Section 12.02 hereof, a Bond Insurer shall be deemed to be the Holder of each Bond insured by it and a Credit Facility Provider providing a Credit Facility consisting of a letter of credit, line of credit or other credit enhancement facility securing the timely payment of principal and interest on Bonds, for purposes of consent to the execution and delivery of any supplemental resolution or ordinance or any amendment, supplement or change to or modification of this Resolution and approval of any other action which requires the consent of Bondholders whose Bonds are insured by such Bond Insurer or secured by such Credit Facility. (B) Except as otherwise provided in paragraph (D) below, upon the occurrence and continuance of an event of default, a Bond Insurer shall be deemed to be the sole Holder of each Bond insured by it, and a Credit Facility Provider providing a Credit Facility of the nature described in (A) above shall be deemed to be the sole Holder of each Bond secured by its Credit Facility, for purposes of directing the enforcement and exercising of rights and remedies granted to the Bondholders under this Resolution, no acceleration, if applicable, of such Bonds shall occur without the prior written consent of such Bond Insurer or Credit Facility Provider, as the case may be, and such Bond Insurer or Credit Facility Provider, as the ease may be, shall also be entitled to approve all waivers of events of default with respect to Bonds insured by the Bond Insurer or secured by such Credit Provider's Credit Facility. Notwithstanding the foregoing, however, any notices of events of default hereunder required to be sent to Bondholders shall be sent to Bondholders as well as each Bond Insurer and each such Credit Facility Provider. In the event that the maturity of Bonds is accelerated, a Bond Insurer of such Bonds or a Credit Facility Provider providing a Credit Facility of the nature described in (A) above with respect to such Bonds may pay the accelerated principal accrued or accreted, as applicable, on such principal to the date of acceleration and the Bond Insurer's obligations under its Bond Insurance Policy or Credit Facility Provider's obligations under its Credit Facility, as the case may be, with respect to such Bonds shall be fully discharged. (C) In the event that the principal and/or interest due on Bonds insured by a Bond Insurer or secured by a Credit Facility of the nature described in (A) above shall be paid by such Bond Insurer pursuant to its Bond Insurance Policy or by such Credit Facility Provider pursuant to its Credit Facility, such Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the .Agency, and the assignment and pledge of the Pledged Revenues and all covenants, agreements and other obligations of the Agency to the Holders thereof shall continue to exist and shall run to the benefit of such Bond Insurer or such Credit Facility Provider, as the case may be, and the Bond Insurer or such Credit Facility Provider, as the case may be, shall be subrogated to the rights of such Holders. B-39 (D) Notwithstanding any other provision contained in this Section 14,04 or elsewhere in this Resolution to the contrary: (i) If a Bond Insurer shall be in default in the due and punctual performance of its payment obligations under its Bond Insurance Policy or if such policy for whatever reason is not then enforceable and in full force and effect or if a Credit Facility Provider shall be in default in the due and punctual performance of its payment obligations under its Credit Facility or if its Credit Facility for whatever reason is not then enforceable or in full force and effect; or (ii) If a Bond Insurer or Credit Facility Provider, as the case may be, shall apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of such Bond Insurer or Credit Facility Provider, as the case may be, or of all or a substantial part of its assets, or shall admit in writing its inability, or be generally unable, to pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or shall fail to consent in a timely and appropriate manner, or acquiesce in writing to, any other petition filed against such Bond Insurer or Credit Facility Provider, as the case may be, in any involuntary case under said Federal Bankruptcy Code, or shall take any other action for the purpose of effecting the foregoing; or (iii) If a proceeding or case shall be commenced without the application or consent of a Bond Insurer or Credit Facility Provider, as the case may be, in any court of competent jurisdiction seeking the liquidation, reorganization, dissolution, winding up or composition or readjustment of debts of such Bond Insurer or Credit Facility Provider, as the case may be, or the appointment of a trustee, receiver, custodian, or liquidator or the like of the Bond Insurer or Credit Facility Provider, as the case may be, or of all or a substantial part of its assets, or similar relief with respect to the Bond Insurer or Credit Facility Provider, as the case may be, under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding or case shall continue undismissed and an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed in effect for a period of sixty (60) clays from the commencement of such proceedings or case, or any order for relief against the Bond Insurer or Credit Facility Provider, as the case may be, shall be entered in an involuntary case under said Federal Bankruptcy Code; then and in any such event such Bond Insurer or Credit Facility Provider, as the case may be, shall not be entitled to any rights specifically granted to it herein to consent to, approve or participate in any actions proposed to be taken by the Agency, a Bondholder or any of them pursuant to this Resolution or to receive any notices or other documents or instruments. Section 14.05 Validation Authorized. Foley & Lardner LLP, Bond Counsel, and Law Offices of Richard Kuper, P.A., Associate Counsel, hereby are authorized to pursue validation of any Series of Bonds pursuant to the provisions of Chapter 75, Florida Statutes. Section 14.06 Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 14.07 Effective Date. This Resolution shall become effective immediately upon its adoption. B-40 noun none -,.el n Exhibit A • Lyric Place - Block 25 new construction of not less than 158 affordable housing units consisting of (A) Phase I consisting of between 98 —100 affordable housing units to be located at the intersection of NW 2nd Avenue and NW 9th Street, Miami, Florida, of which not less than 50% of the units will be dedicated for persons or families with incomes that do not exceed 60% of Area Media Income (AMI), and the balance of which will be dedicated for persons or families with incomes that do not exceed 120% of AMI and (B) Phase 11 consisting of not less than 60 affordable housing units to be located at the intersection of NW 2nd Avenue and NW 9th Street, Miami, Florida, of which not less than 50% of the units will be dedicated for persons or families with incomes that do not exceed 80% of AMI, and the balance of which will be dedicated for persons or families with incomes that do not exceed 120% of AMI. This project will be owned by or leased to a private developer. Lyric Place - Block 36 new construction of approximately 300 space parking garage, of which not less than approximately 250 spaces will be available for use by the general public, which parking garage will be owned by the Agency. St. John Overtown Plaza new construction of not less than 90 affordable housing units to be located at NW 3rd Avenue and 13th Street, Miami, Florida, 100% of which will be dedicated for persons or families with incomes that do not exceed 60% of AMI. This project will be owned by or leased to a private developer. • Island Living new construction of approximately 60-80 affordable housing units to be located at 1201 NW 3rd Avenue, Miami, Florida, of which not less than 50% of the units will be dedicated for persons or families with incomes that do not exceed 60% of AMI and the balance of such units will be dedicated for persons or families with incomes that do not exceed 120% of AMT. This project will be owned by or leased to a private developer. • Cul ner Center Idousina Development new construction of not less than 75 affordable housing units to be located at a property adjacent to the Calmer Neighborhood Service Center at 1600 NW 3rd Avenue, Miami, Florida, 100% of the units of which will be dedicated for persons or families with incomes that do not exceed 60% of the AMI. Such property is currently owned by Miami -Dade County, Florida and is leased to a private developer. This project will be owned by or leased to a private developer. • Town Park - The Town Park project will be a rehabilitation of three existing housing communities, Town Park Village (consisting of the rehabilitation of an 18 building 147 unit affordable cooperative housing project built in 1970), Town Park Plaza South (consisting of the rehabilitation of a 17 building, 116 unit affordable cooperative housing project built in 1971) and Town Park Plaza North (consisting of the rehabilitation of a 20 building, 168 unit affordable condominium housing project built in 1973). These projects are owned by private individuals. APPENDIX C FINANCIAL STATEMENT OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMRER 30, 2013 APPENDIX D FORM OF OPINION OF BOND COUNSEL Upon delivery of the Series 2014A Bonds in definitive form, Bond Counsel proposes to render its opinion with respect to the Series 2014A Bonds in substantially the following form; (Closing Date) Southeast Overtown/Park West Conununity Redevelopment Agency Miami, Florida Re: $ Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A Ladies and Gentlemen: We have acted as bond counsel to the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") in connection with the Agency's issuance of its $ Tax Increment Revenue Bonds, Series 2014A (the "Series 2014A Bonds"), pursuant to the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act"), and Resolution No. CRA-R-12-0061 adopted by the Board of Commissioners of the Agency on September 17, 2012, as amended and supplemented from time to time, particularly as amended and supplemented by Resolution No. CRA-R-13-0008 adopted January 28, 2013, Resolution No. CRA-R-13-0025 adopted March 25, 2013, Resolution No. CRA-R-13-0039 adopted June 24, 2013 and Resolution No. CRA-R-14- adopted July 2014 (collectively, the "Resolution"). The Series 2014A Bonds were validated by final judgment of validation of the Circuit Court for the Eleventh Circuit, in and for Miami -Dade County, Florida, rendered on April 29, 2013. We have examined the law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Resolution. The principal of, premium, if any, and interest on the Series 2014A Bonds are payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, all in the manner and to the extent described in the Resolution. The Series 2014A Bonds are payable from and secured by the Pledged Revenues equally, ratably and on a parity with the Grant Agreement Obligation, in the manner provided in the Resolution. Pursuant to the terms, conditions and limitations contained in the Resolution, the Agency has reserved the right to issue Additional Bonds and Parity Obligations in the future which shall be payable from and secured by the Pledged Revenues equally, ratably and on a parity with the Series 2014A Bonds and the Grant Agreement Obligation. The Series 2014A Bonds and the interest thereon do not constitute general or moral obligations or indebtedness or a pledge of the faith and credit of the Agency, the City, the County, the State or any political subdivision thereof. No owner of any of the Series 2014A Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof to pay the Series 2014A Bonds or interest thereon..The Agency has no taxing power. No owner of any of the Series 2014A Bonds shall be entitled to payment of the Series 2014A Bonds or interest thereon from any moneys of the Agency except the Pledged Revenues. As to questions of fact material to our opinion, we have relied upon representations of the Agency contained in the Resolution and in the certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. We have not undertaken an independent audit, examination, investigation or inspection of such matters and have relied solely on the facts, estimates and circumstances described in such proceedings and certifications. We have assumed the genuineness of Southeast Overtown/Park West Community Redevelopment Agency (Closing Date) signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based upon the foregoing and subject to the qualifications hereinafter set forth, we are of the opinion that, under existing law: 1. The Agency is validly existing as a public body corporate and politic of the State of Florida and has the power and authority to issue the Series 2014A Bonds. 2. The Resolution constitutes a valid and binding obligation of the Agency enforceable upon the Agency in accordance with its terms. 3. The Series 2014A Bonds are valid and binding limited obligations of the Agency, enforceable in accordance with their terms, payable solely from the Pledged Revenues in the manner and to the extent provided in the Resolution. 4. The Resolution creates a valid lien upon the Pledged Revenues for the security of the Series 2014A Bonds and the Grant Agreement Obligation and any Additional Bonds and any Parity Obligations hereafter issued, all in the manner and to the extent provided in the Resolution. 5. The interest payable on the Series 2014A Bonds (including any original issue discount properly allocable to an owner thereof) (a) is excluded from gross income of the owners thereof for federal income tax purposes as of the date hereof and (b) is notan item of tax preference for purposes of the federal alternative minimum tax imposed on all taxpayers; however, interest on the Series 2014A Bonds is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on corporations. The opinion set forth in clause (a) above is subject to the condition that the Agency comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Series 2014A Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. The Agency has covenanted to .comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the .Series 2013A Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2014A Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Series 2014A Bonds. It is to be understood that the rights of the owners of the Series 2014A Bonds and the enforceability of the Series 2014A Bonds and the Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. For purposes of this opinion, we have not been engaged or undertaken to review and, therefore, express no opinion herein regarding the accuracy, completeness or adequacy of the Limited Offering Memorandum or any other offering material relating to the Series 2014A Bonds. This opinion should not be construed as offering material, an offering circular, prospectus or official statement and is not intended in any way to be a disclosure statement used in connection with the sale or delivery of the Series 2014A Bonds. Our opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. Respectfully submitted, FOLEY & LARDNER LLP APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX F FORM OF INVESTOR LETTER ,2014 Southeast Overtown/Park West Community Redevelopment Agency Miami, Florida Wells Fargo Bank, National Association Clearwater, Florida Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A Ladies and Gentlemen: This letter is being delivered in connection with the limited offering and sale by Wells Fargo Bank, National Association (the "Underwriter") of the above -referenced bonds (the "Bonds") issued by the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") pursuant to that certain 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, Resolution No. CRA-R-13-0039, adopted by the Agency on rune 24, 2013, and Resolution No. CRA-R-14- , adopted by the Agency on July , 2014 (collectively, the "Bond Resolution) to the undersigned purchaser (the "Purchaser"). All capitalized terms used herein, but not defined herein, shall have the respective meanings set forth in the Bond Resolution. The undersigned, an authorized representative of the Purchaser, hereby represents to the Underwriter and the Agency that: 1. The Purchaser has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the Bonds, The Purchaser is aware that: (a) investment in the Bonds involves various risks and may result in a complete and total loss of investment for the Purchaser; (b) the Bonds are not general obligations of the Agency; and (c) the payment of principal or premium, if any, and interest on the Bonds is payable solely from the Pledged Revenues as described in the Bond Resolution and the Limited Offering Memorandum. 2, The Purchaser has authority to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bonds. 3. The undersigned is a duly appointed, qualified and acting representative of the Purchaser and is authorized to cause the Purchaser to make the certifications, representations and warranties contained herein by execution of this letter on behalf of the Purchaser. 4. The Purchaser is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the "1933 Act"). The Purchaser is able to hold the Bonds for an indefinite period of time and bear the economic risks of such investment without material injury, which risks may include a F-1 total and complete loss of such investment. 5. The Purchaser is a "sophisticated municipal market professional" as defined in the rules of the Municipal Securities Rulemaking Board, and attests to the following in connection with any transaction in municipal securities with the Underwriter: (a) as of the date of this letter, Purchaser owns, or manages for the account(s) of others, municipal securities (as defined in Section 3(a)(29) of the Securities Exchange Act of 1934, as amended) in excess of $100 million in par value; (b) Purchaser is capable of evaluating investment risks and market value independently, both in general and with regard to all transactions and investment strategies involving a municipal security or securities; and (e) Purchaser has exercised, and will exercise, independent judgment in evaluating the recommendations of the Underwriter or its associated persons, unless it has otherwise notified the Underwriter in writing. 6. The Purchaser acknowledges that it has been furnished with or has been given access to the underlying documents in connection with this transaction, the Bonds and the Agency, as well as such other information that a reasonable, prudent, and knowledgeable investor would desire in evaluating the purchase of the Bonds, including a review of the Limited Offering Memorandum of the Agency dated August 2014 relating to the Bonds. The Purchaser acknowledges that the Agency and the Underwriter have made available to it and its representatives the opportunity to obtain any additional information that it may desire and the opportunity to ask any questions it may desire of and receive satisfactory answers from the Agency concerting the security and the source of payment of the Bonds. The Purchaser has based its decision to invest in the Bonds solely on its own investigation, examination, and evaluation of the Agency, the Bonds and other relevant matters, and the Purchaser has not relied upon the Underwriter or Underwriter's counsel for any advice. 7, The Purchaser understands -that the Bonds (i) are not registered under the 1933 Act and are not registered or otherwise qualified for sale under the `Blue Sky" laws and regulations of any state, and (ii) are not listed on any stock or other securities exchange. Additionally, the Purchaser understands that the Bond Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and that the Agency shall have no obligations to effect any such registration or qualification. 8. The Purchaser is not acting as a bond house, broker, or other intermediary, and is purchasing the Bonds as an investment for its own account and not with a present view to resell or to make other distribution to the public. The Agency and Underwriter may rely on this representation in their certificates regarding federal tax matters. Although the Purchaser retains the right to transfer the Bonds in the future, the Purchaser agrees to do so only in strict compliance with the transfer restrictions contained in the Bond Resolution. The Purchaser understands that the Bonds may not be readily tradable. The Bonds are being acquired by the Purchaser for investment for its own account and not with a present view toward resale or distribution; provided, however, that the Purchaser reserves the right to sell, transfer or redistribute the Bonds in strict compliance with the transfer restrictions contained in the Bond Resolution. Any such sale, transfer or distribution of a Bond by the Purchaser shall be made in such manner that any resulting Bond continued to be held by the Purchaser and any Bond transferred to the transferee shall be in Authorized Denominations, and such transferee shall be a Person: (a) that is an affiliate of the Purchaser; (b) that is a trust or other custodial arrangement established by the Purchaser or one of its affiliates, the owners of any beneficial interest in which are limited to qualified institutional buyers; or (c) that either: (i) the Purchaser reasonably believes to be a qualified institutional buyer as F-2 defined in Rule 144A promulgated under the 1933 Act; or (ii) executes an investor letter substantially in the form of this letter. Dated as of the day of August, 2014. By Name Title F-3 APPENDIX G FORM OF SPECIAL AGENCY COUNSEL OPINION APPENDIX FORM OF OPINION OF AGENCY COUNSEL Upon delivery of the Series 2014A Bonds in definitive form, Bond Counsel proposes to render its opinion with respect to the Series 2014A Bonds in substantially the following form: Wells Fargo Bank, National Association (Closing Date) Foley & Lardner LLP Two South Biscayne Blvd., Suite 1900 Miami, FL 33131 Law Offices of Richard Kuper, P.A. Re: $ Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A Ladies and Gentlemen: We have acted as special counsel to the Southeast OvertownfPark West Community Redevelopment Agency, a public body and corporate politic (the "Agency") in connection with the Agency's issuance of its $ Tax Increment Revenue Bonds, Series 2014A (the "Series 2014A Bonds"), pursuant to the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act"). As such special counsel we have reviewed certified copies of the following: (a) Resolution No. CRA-R-12-0061 adopted by the Board of Commissioners of the Agency on September 17, 2012, as amended and supplemented from time to time, particularly as amended and supplemented by Resolution No. CRA-R-13-0008 adopted January 28, 2013, Resolution No. CRA-R-13-0025 adopted March 25, 2013, Resolution No. CRA-R 13-0039 adopted June 24, 2013 and Resolution No. CRA-R-14- adopted July , 2014 (collectively, the "Bond Resolution"); (b) Bond Purchase Agreement (the 'Bond Purchase Agreement") with respect to the Series 2014 A Bonds dated , 2014 between Wells Fargo, National Association as underwriter and the Agency; (e) The Preliminary Offering Memorandum dated , 2014 (the "Preliminary Offering Memorandum"); Southeast Overtown/Park West Community Redevelopment Agency (Closing Date) (d) The Limited Offering Memorandum dated , 2014 (the "Limited Offering Memorandum") executed by the Agency; (e) the Fiscal Agency Agreement dated , 2014 (the "Fiscal Agency Agreement") between the Agency and Digital Assurance Certification, L.L.C.; (f) The Continuing Disclosure Agreement dated , 2014 (the "Disclosure Agreement") by and between. the Agency and (g) the Interlocal Cooperation Agreement dated March 31, 1983, as amended, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Aniendni.ent to 1983 Interlocal Cooperation Agreement dated January 22, 2010 between the City of Miami, a municipal corporation (the "City"), Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County") and the Agency (collectively, the "Interlocal Agreement"); (h) the Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the Omni CRA (the "2000 Interlocal Agreement"); (i) the Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the Omni CRA and the City (the "Children's Trust Fund Interlocal Agreement"); (j) the Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the Omni CRA (the "2007 Interlocal Agreement"); (k) City Resolution (the "City Resolution"); (1) County Resolution (the "County Resolution"). We have examined the law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Bond Purchase Agreement. Based upon the foregoing and subject to the qualifications hereinafter set forth, we are of the opinion that, under existing law: (i) The Agency is a public body corporate and politic duly created, organized and existing pursuant to the Constitution and the laws of the State of Florida, and the Agency constitutes a legal entity, separate, distinct, and independent from the City. The Agency has full legal right, power and authority under the Act the Interlocal Agreement, the County Resolution, the City Resolution and the Bond Resolution (A) to enter into, execute and deliver the Agency Documents and all documents required hereunder and thereunder to be executed and delivered by the 1 Southeast Overtown/Park West Commimity Redevelopment Agency (Closing Date) Agency, (B) to sell, issue and deliver the Bonds to the Underwriter as provided in the Bond Purchase Agreement, (C) to pledge the Pledged Revenues as provided in the Bond Resolution and (D) to carry out and consurnrnate the transactions contemplated by the Agency Documents and the Limited Offering Memorandum; (ii) The Agency has duly authorized (A) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (B) the execution and delivery of, and the performance by the Agency of the obligations on its part to be performed, contained in the Bonds, the Bond Resolution and the other Agency Documents, (C) the pledge of the Pledged Revenues as provided in the Bond Resolution, and (D) the consummation by the Agency of all other transactions on its part to be performed contemplated by the Limited Offering Memorandum, the Bond Resolution, and the other Agency Documents in order to carry out, give effect to, and consummate the transactions contemplated by the Bond Purchase Agreement and in the Limited Offering Memorandum; (iii) The Bond Resolution has been duly and validly adopted by the Agency and is in full force and effect; (iv) The Agency Documents have been duly authorized, executed and delivered by the Agency and constitute legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting creditors' rights generally heretofore or hereafter enacted to the extent applicable and that their enforcement may also be subject to be exercise of judicial discretion; and the Bonds, when issued, delivered and paid for, in accordance with the Bond R.esolution and the Bond Purchase Agreement, will constitute legal, valid and binding obligations of the Agency entitled to the benefits of the Bond Resolution and the Bond Purchase Agreement and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles affecting creditors' rights generally heretofore or hereafter enacted to the extent applicable and that their enforcement may also be subject to be exercise of judicial discretion; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Bond Resolution and the Bond Purchase Agreement will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid and binding pledge of and lien on the Pledged Revenues it purports to create as set forth in the Bond Resolution subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles affecting creditors' rights generally heretofore or hereafter enacted to the extent applicable and that their enforcement may also be subject to be exercise of judicial discretion; Southeast OvertownlPark West Community Redevelopment Agency (Closing Date) (v) The distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum has been duly authorized by the Agency; (vi) No consent, waiver or any other action by any person, board or body, public or private, not already obtained by the Agency, is required for the Agency to adopt the Bond Resolution, or for the Agency to issue the Series 2014 A Bonds or to execute and deliver the Agency Documents, or to perform its obligations under any of the foregoing; (vii) To our knowledge the adoption of the Bond Resolution and the execution and delivery of the other Agency Documents by the Agency and compliance by the Agency with the provisions hereof and thereof, under the circumstances contemplated herein and therein, will not conflict with or constitute on the part of the Agency a material breach of or a default under any agreement or instrument to which the Agency is a party, or violate any existing law, administrative regulation, court order, or consent decree to which the Agency is subject; and (viii) Without having undertaking to determine independently the accuracy and completeness and fairness of the statements contained in the Preliminary Limited Offering Memorandum, nothing has come to our attention that would lead us to believe that the Preliminary Limited Offering Memorandum, (except for any financial information, technical and statistical data included in the Preliminary Limited Offering Memorandum and except for information regarding DTC and its book -entry system as to which express no opinion), as of its date, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such opinions are limited to the applicable laws of the State of Florida. Our opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. Respectfully submitted, HOLLAND & KNIGHT LLP 4