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HomeMy WebLinkAboutCRA-R-24-0067 Exhibit CEXHIBIT "C" FORM OF PRELIMINARY OFFICIAL STATEMENT 16829 Exhibit C PRELIMINARY OFFICIAL STATEMENT DATED , 2024 NEW ISSUES — BOOK ENTRY ONLY Ratings: S&P: " " (See "Ratings" herein) In the opinion of bond counsel, assuming compliance by the Agency with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the Series 2024 Bonds will be excluded from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference for purposes of the federal alternative minimum tax; however, interest on the Series 2024 Bonds may be included in the "adjusted financial statement income" of certain "applicable corporations" that are subject to the 15-percent alternative minimum tax under section 55 of the Internal Revenue Code of 1986, as amended (the "Code'). See "TAX MATTERS" herein for a description of other tax consequences to holders of the Series 2024 Bonds. $150,000,000* SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY $ * TAX INCREMENT REVENUE BONDS SERIES 2024A D`i Bond $ * TAX INCREMENT REVENUE REFUNDING BONDS SERIES 2024B Dated: Date of Delivery Due: March 1, as shown on inside cover The Tax Increment Revenue Bonds, Series 2024A (the "Series 2024A Bonds") and the Tax Increment Revenue Refunding Bonds, Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bonds, the "Series 2024 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, Resolution No. CRA-R-14-0051 adopted by the Agency Board on July 30, 2014 and Resolution CRA-R-24- adopted by the Agency Board on September 26, 2024 (collectively, the "Resolution"). The Series 2024A Bonds are being issued for the purpose of, together with any other available moneys, (i) financing the cost of the 2024 Redevelopment Projects; (ii) funding reserves for the Series 2024A Bonds; and (iii) paying certain costs of issuance of the Series 2024A Bonds. See "THE 2024 REDEVELOPMENT PROJECTS" herein. The Series 2024B Bonds are being issued for the purpose of, together with any other available moneys, (i) refunding all or a portion of the Agency 's Tax Increment Revenue Bonds, Series 2014A-1, currently outstanding in the aggregate principal amount of $23,945,000; (ii) funding reserves for the Series 2024B Bonds and (ii) paying certain cost of issuance of the Series 2024B Bonds. See "PLAN OF FINANCE" herein. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement, including all appendices attached hereto, to obtain information essential to making an informed investment decision. The Series 2024 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 2024 Bonds will be payable semi-annually on March 1 and September 1, commencing March 1, 20[25]. Individual purchases will be made in book -entry form only through participants in denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2024 Bonds (the `Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2024 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 * Preliminary, subject to change. to the Beneficial Owners. Principal of and interest on the Series 2024 Bonds will be payable by Regions Bank, N.A., Jacksonville, Florida, as Registrar and Paying Agent. Regions Bank, N.A., will also be serving as Fiscal Agent for the Series 2024 Bonds. Certain maturities of the Series 2024 Bonds are subject to optional and mandatory redemption prior to their respective maturities, as described herein. The Series 2024 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 definition of Pledged Tax Increment Revenues and therefore will not be part of the Pledged Revenues that will serve as security for the Series 2024 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS," "INVESTMENT RISK FACTORS" and "DESCRIPTION OF PLEDGED REVENUES - Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues," herein. In addition, the Agency has outstanding Parity Obligations which are secured by the Pledged Tax Increment Revenues. See "LIABILITIES OF THE AGENCY — Commitment and Contingencies" herein. The Agency may choose to insure all, some or none, of the Series 2024 Bonds. Such determination will be made by the Agency at the time the Series 2024 Bonds are marketed. In the event the Agency elects to provide for such insurance, the scheduled payment of principal of and interest on certain subsequently identified Series 2024 Bonds (the "Insured Bonds") will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2024 Bonds. See the inside cover page for maturities, principal amounts, interest rates, yields, prices and CUSIP numbers. THE SERIES 2024 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 CITY OF MIAMI, FLORIDA, 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 OWNER OF THE SERIES 2024 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, FLORIDA, THE CITY OF MIAMI, FLORIDA, 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 2024 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 2024 BONDS THAT THE SERIES 2024 BONDS AND THE INDEBTEDNESS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY OTHER FUNDS OR PROPERTY OF OR IN THE AGENCY BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES. THE AGENCY HAS NO TAXING POWER. The Series 2024 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 Bryant Miller Olive P.A., Miami, Florida, Bond Counsel. Certain legal matters for the Agency will be passed upon by the City Attorney of the City of Miami. Certain legal matters will be passed upon by Weiss, Serota, Herman, Cole & Bierman, P.L., Coral Gables, Florida, Disclosure Counsel. PFM Financial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the Agency. McGuireWoods LLP, Jacksonville, Florida, is serving as Underwriter's Counsel. It is expected that the Series 2024 Bonds in definitive form will be available for delivery to the Underwriter through the facilities ofDTC on or about December , 2024. Siebert Williams Shank & Co., LLC Dated: November , 2024 SERIES 2024A BONDS $ * Serial Bonds MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal (March 1) Amount Interest Rate Initial CUSIP Yield Price Numbert * Term Bond Due March 1, 20 at % Yield % Price ** Initial CUSIP No. **Priced to first call date, March 1, 20 . SERIES 2024B BONDS $ * Serial Bonds MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal (March 1) Amount Interest Rate * Preliminary, subject to change. Initial CUSIP Yield Price Numbert CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research System, Inc. Copyright © 2024 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Agency, the Underwriters or their agents or counsel assume responsibility for the accuracy of such numbers. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY BOARD OF COMMISSIONERS Christine King, Chair Miguel Angel Gabela Damian Pardo Joe Carollo Manolo Reyes EXECUTIVE DIRECTOR James McQueen FINANCE OFFICER Miguel Valentin CITY ATTORNEY (General Counsel to the Agency) George K. Wysong III, Esq. BOND COUNSEL Bryant Miller Olive P.A. Miami, Florida DISCLOSURE COUNSEL Weiss, Serota, Helfman, Cole & Bierman, P.L. Coral Gables, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP NW2ISTS NISH ST N 1gTHST W 1drH TE' NW 1 &TH ST 4PurµE�� NW'9. Arm NW 1TTHST MNZT.NDTER NW22NOTER U NW $TH 51.1 NW 581H TEN NW ISIN ST NW SIN ST NW EA... m �N'W9EA z NW "NO Si SEOPW NW TTH ST r!'/f ETH ST NW 11ST ST NW 2oTH Tea NW Win TEN NW ISTHST NW 1StH RT REFINE al RN 2255 LEGEND //,/ Original Boundries ///, 1985 Park West Addition ® Expanded 2009 Boundries MN INT-IST 1TT4T NW t6TH ST NW 1 sTHST NW IarHST 11 NWSTH ST ES,15T Sr NE 17TH TER NE 1TIN ET NE 1bNH SS NE I,TH TES NE 1,5 ST NE tarn ST NE I2TH ST RAMPS 1E TTTHTI NE LTH 9T NESR5 ST NE 1ST ST �!eE YorH TER NE 9TH ST PORT BI THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE AGENCY, THE CITY OF MIAMI, FLORIDA, MIAMI-DADE COUNTY, FLORIDA, DTC AND OTHER SOURCES THAT ARE BELIEVED TO BE RELIABLE. THE INFORMATION AND EXPRESSIONS OF OPINION STATED HEREIN ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER WILL CREA 11,, UNDER ANY CIRCUMSTANCES, ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DESCRIBED HEREIN SINCE THE DA 1'E HEREOF. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE AGENCY OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE SERIES 2024 BONDS, OTHER THAN AS CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE AGENCY. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR WILL THERE BE ANY SALE OF THE SERIES 2024 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2024 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING ACTIVITY, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2024 BONDS TO CERTAIN DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of its responsibilities 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. 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 2024 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. This Official Statement 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 2024 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") 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 2024 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORII'IES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE AGENCY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2024 BONDS. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE WEBSITE: WWW.MUNIOS.COM. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM SUCH WEBSITE. THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE AGENCY FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(b)(1). TABLE OF CONTENTS [ADD TOC] APPENDIX A: GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY APPENDIX B: THE RESOLUTION APPENDIX C: FINANCIAL STATEMENT OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 APPENDIX D: FORM OF BOND COUNSEL OPINION APPENDIX E: FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX F: FORM OF BOND INSURANCE i OFFICIAL STATEMENT RELATING TO $150,000,000* SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY $ * $ TAX INCREMENT REVENUE BONDS TAX INCREMENT REVENUE REFUNDING SERIES 2024A BONDS SERIES 2024B INTRODUCTION The purpose of this Official Statement, 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 2024A (the "Series 2024A Bonds") and its $ * Tax Increment Revenue Refunding Bonds, Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bonds, the "Series 2024 Bonds"). The Series 2024 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, Resolution No. CRA-R-14-0051 adopted by the Agency Board on July 30, 2014, and Resolution No. CRA-R-24- adopted by the Agency Board on September , 2024 (collectively, the "Resolution"). The Series 2024A Bonds are being issued for the purpose of, together with any other available moneys, (i) financing the cost of some or all of the 2024 Redevelopment Projects; (ii) funding reserves for the Series 2024A Bonds; and (iii) paying certain costs of issuance of the Series 2024A Bonds. See "THE 2024 REDEVELOPMENT PROJECTS" herein. The Series 2024B Bonds are being issued for the purpose of, together with any other available moneys, (i) to refund the Agency's Tax Increment Revenue Bonds, Series 2014A-1, currently outstanding in the amount of $23,945,000; (ii) funding reserves for the Series 2024B Bonds; and (iii) paying certain cost of issuance of the Series 2024B Bonds. See "PLAN OF FINANCE" herein. The Series 2024 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 Tax Increment Revenues and therefore will not be part of the Pledged Revenues that will serve as security for the Series 2024 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS" herein. The Series 2024 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 owner of the Series 2024 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 2024 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 2024 Bonds that the Series 2024 Bonds and the indebtedness evidenced thereby shall not constitute a lien * Preliminary, subject to change. 1 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 is qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized terms used in this Official Statement 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 RESOLUTION". INVESTMENT RISK FACTORS THE PURCHASE OF THE SERIES 2024 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 2024 BONDS, INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: 1. Concentration of Revenues. The amount of future collections of Pledged Tax Increment Revenues to pay debt service on the Series 2024 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 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 2024 Bonds and Parity Obligations. 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 2024 Bonds and Parity Obligations. 3. 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 Pledged Tax Increment Revenues payable, which in turn, could negatively impact the ability of the Agency to pay debt service on the Series 2024 Bonds and Parity Obligations. 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 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. 2 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 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 County Commission and the City Commission only after complying with State Law including a Finding of Necessity. The 2024 Redevelopment Projects are located within the boundaries of the Redevelopment Area. [INSERT MAP OF MIAMI SHOWING SEO/PW CRA'S POSITION IN CITY] 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: Christine King, Chair Miguel Angel Gabela Damian Pardo Joe Carollo Manolo Reyes James D. McQueen. Mr. McQueen serves as the Interim Executive Director of the Agency and is responsible for the day-to-day operations and management of the Agency. Mr. McQueen, an accomplished professional with a Juris Doctorate from the University of Florida and a Bachelor of Science in Business Administration from the University of Miami, has dedicated his career to public service and community empowerment. Currently the Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, he excels in translating the Agency's Board's vision into impactful projects, overseeing infrastructure upgrades and economic development initiatives that breathe new life into the community. His previous role as Chief of Staff for the City of Miami Board of City Commissioners allowed him to hone his lobbying and public administration skills, advocating for policies that foster growth and improve the quality of life for residents. With a passion for revitalizing neighborhoods and a commitment to sustainable development, Mr. McQueen continues to make a significant difference in the lives of those he serves. 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 DERM 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 2023 tax year. See "DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues" herein. 3 Warehouse or Storage Vacant Land Utility Townhouse Condominium Multifamily Parking Lot Commercial Co-op Industrial Mixed Use Institutional Entertainment Government Hotel Other Totals Taxable Property Type by Categories in Redevelopment Area Original Boundaries 0.75% 12.86% 0.32% 51.73% 15.59% 16.79% 0.61% 0.05% 1.23% 0.06% 100.00% 1985 Park West 2009 Expanded Addition Boundaries Source: Miami Dade County Property Appraiser Office. 7.45% 52.26% 15.65% 24.63% 100.00% 5.69% 27.83% 0.20% 2.80% 6.06% 25.57% 1.57% 22.68% 1.98% 1.35% 1.85% 1.87% 0.55% 100% Total for Redevelopment Area 100.00% Set forth in the following table are the top ten property owners (by assessed value) within the Redevelopment Area by amounts of taxes paid during the twelve-month period ended June 30, 2024. Parcel Address 25 NE 5 St. 400 NW 1 Ave. 698 NE 1 Ave. 100 NW 6 St. 218 NW 8 St. 650 NE 2 Ave. 700 NW 1 Ave. 50 NE 9 St. 700 N Miami Ave. 240 N Miami Ave. Top Ten Taxable Property Owners (by assessed value) Name 5 Plaza LLC Dt Residential South LLC Block G Phase 1, LLC Dt Residential North LLC Avanti Residential Arte Zm Mwc Owner LLC B9 2mc Owner LLC Verizon Data Centers V LLC Wg 700 North Miami LLC Grand Station Partners LLC Total top ten parcels Total CRA Value of top ten parcels as a percentage of total CRA Source: Miami Dade County Property Appraiser Office. 4 Taxable Assessed Value $ 259,499,769 144,716,000 132,495,000 121,847,000 92,800,000 89,751,200 82,038,000 78,700,000 74,402,304 63,800,000 $1,140,049,273 $4,921,717,644 23% Set forth in the following table is the historical taxable assessed value for the Redevelopment Area. Tax Year Historical Taxable Assessed Values of Redevelopment Area Original Boundaries Base Year: $78,305,502 2014 $ 1,091,625,807 2015 1,220,778,332 2016 1,384,979,716 2017 1,559,425,368 2018 1,584,081,571 2019 1,607,269,675 2020 1,690,815,198 2021 2,655,557,550 2022 2,626,890,437 2023 3,281,510,195 2024 3,677,587,568 1985 Park West Expansion Base Year: $37,461,910 2009 Expanded Boundaries Base Year: $94,245,513 $ 121,266,407 $ 55,673,032 136,735,577 85,278,687 146,888,249 90,418,524 162,433,588 111,069,3 78 195,984,433 137,565,832 198,616,011 196,892,966 211,307,529 204,486,069 246,897,494 445,763,818 274,732,883 454,277,066 314,048,299 443,002,750 349,648,239 Source: Miami -Dade County Property Appraiser Office. Total Taxable Assessed Value The following table presents the preliminary taxable assessed values for the Redevelopment Area, which were certified by the County Budget Director to the State of Florida Department of Revenue: Tax Year 2025 Preliminary Taxable Assessed Values of Redevelopment Area Original Boundaries (Base Year: $78,305,502) 2025 $ 4,147,327,831 Source: Miami -Dade County Property Appraiser Office. 2009 Expanded Boundaries (Base Year: $94,245,513) $ 398,978,359 1985 Park West Addition (Base Year: $37,461,910) $ 375,411,454 THE 2024 REDEVELOPMENT PROJECTS Total Taxable Assessed Valu e $4,921,717,644 The proceeds of the grants to be fmanced by the issuance of the Series 2024 Bonds are to be used to pay all or part of the costs of the construction and/or rehabilitation of certain redevelopment projects, including demolition of existing structures and improvements required in connection therewith, undertaken pursuant to the Redevelopment Plan and designated by resolution of the Agency. In addition to financing the grants, a portion of the proceeds of the Series 2024 Bonds will be used to construct a new affordable housing development consisting of a 5-story 24-unit building to be owned by the Agency. The total estimated investment in the 2024 Redevelopment Projects from the public and private sector is $ . The 2024 Redevelopment Projects to be undertaken include all or part of the following: Housing Trust Group (Rainbow Village I) - new construction of not less than 310 units of affordable/workforce housing units to be located at , Miami, Florida, % of which will be dedicated for persons or families with incomes that do not exceed [60%] of AMI. Also including a new community center, a daycare center and commercial space for local businesses. [This project will be owned by or leased to a private developer]. The total grant from the Agency to this project will not exceed $ . In addition to the grant from the Agency, project funding is comprised of loans and private equity of approximately $ In order for the grant being financed for this project to be funded it will take approximately [six] months to (i) consummate a loan closing and Funding Agreement described below, and (ii) [complete the preconstruction permitting process]. Thereafter it will take approximately [18] months to complete construction. 5 Housing Trust Group and AM Affordable Housing, Inc. (Courtside Apartments) - new construction of two five -story residential buildings with approximately affordable housing units and a parking garage to be located at , 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 $ . In addition to the grant from the Agency, project funding is comprised of other [bond proceeds and private equity] of approximately $ 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 fmanced for this project to be funded it will take approximately [two to three months] to consummate a loan closing and Funding Agreement described below. It will then take approximately [18] months to complete construction. Block 45, LLC - new construction, to be known as Atlantic Station a mixed use, mixed income, transit oriented development to be located , 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. [This project will be leased to a private developer]. The total grant from the Agency to this project will not exceed $ . In addition to the grant from the Agency, project funding is comprised of [other bond proceeds and private equity] of approximately $ In order for the grant being financed for this project to be funded it will take approximately [six] months to (i) consummate a loan closing and Funding Agreement described below, and (ii) [complete the preconstruction permitting process]. Thereafter it will take approximately [18] months to complete construction. Atlantic Pacific Communities, LLC - Redevelopment of Culmer Gardens and Culmer Place public housing sites, consisting of 779 mixed income units and/or 599 affordable units. [These projects are owned by private individuals]. The total grant from the Agency to this project will not exceed $ . It is anticipated that this project will be totally funded by the grant from the Agency. [Any outside funding] In order for the grant being financed for this project to be funded it will take approximately [six] months to (i) consummate the grant agreement described below, and (ii) complete the preconstruction permitting process. Thereafter it will take approximately [15] months to complete construction. Agency's Affordable Housing - A new affordable housing development consisting of a 5-story 24-unit building to be owned by the Agency. Funding for this project will be used directly for the construction, in the amount of approximately $ of bond proceeds. The net proceeds derived from the issuance and sale of the Series 2024A 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 2024 Redevelopment Projects, (ii) fund the construction of the Agency's Affordable Housing and (iii) pay cost of issuance of the Series 2024A Bonds.. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Development/Grant Agreements The Agency will enter into separate development agreements with the developers of the 2024 Redevelopment Projects as such: Housing Trust Group, the developers of Rainbow Village I, Housing Trust Group and AM Affordable Housing, Inc. the developers of Courtside Apartments, Block 45, LLC the developers of Atlantic Station and Atlantic Pacific Communities, LLC, the developers of Culmer Gardens and Culmer Place. Each 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 6 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. PLAN OF FINANCE Refunded Bonds To affect the refunding of the Refunded Bonds, the Agency will enter into an Escrow Deposit Agreement (the "Escrow Deposit Agreement") with Argent Trust Company, as escrow agent (the "Escrow Agent"). The moneys required to refund the Refunded Bonds will be made available upon the issuance of the Series 2024B Bonds. Conditioned on the issuance of the Series 2024B Bonds, the Refunded Bonds maturing on and will be irrevocably called for redemption and redeemed on , at a redemption price equal to 100% of the principal amount of the Refunded Bonds to be redeemed, plus accrued interest to the date fixed for redemption. Pursuant to the terms of the Escrow Deposit Agreement, the City will deposit a portion of the proceeds of the Series 2024B Bonds, together with other available moneys of the City, in separate escrow deposit trust fund (an "Escrow Fund") held by the Escrow Agent and apply a portion thereof to the purchase of direct obligations of the United States of America (the "Refunding Securities"). The Refunding Securities, together with the interest thereon and a cash balance on deposit in the Escrow Funds are calculated to be sufficient to pay all principal of and interest on the Refunded Bonds to their redemption date. By deposit of the Refunding Securities and uninvested cash with the Escrow Agent pursuant to the Escrow Deposit Agreement as described above, it is the opinion of Bond Counsel (rendered in reliance upon the verifications of Robert Thomas CPA, LLC, described under "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein) that the Refunded Bonds will be deemed paid in accordance with, and no longer outstanding under, the provisions of the resolution pursuant to which such Refunded Bonds were issued. The maturing principal of and interest on the Refunding Securities and uninvested cash held by the Escrow Agent will not be available to pay the principal of, or interest on, the Series 2024 Bonds, nor shall any such amounts be available to pay any porition of the costs of the 2024 Redevelopment Projects. [Remainder of page intentionally left blank] 7 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 2024 Bonds: SOURCES: Principal Amount of [Plus/less [net] Original Issue Discount/Premium] TOTAL SOURCES Series 2024A Bonds Series 2024B Bonds USES: Deposit to the Construction Fund* $ $ Deposit to Escrow Account Costs of Issuance Deposit to Reserve Account TOTAL USES * For Grants and Affordable Housing Project See "THE DEVELOPMENT PROJECTS" herein. 0) Includes underwriter's discount, financial advisory and legal fees and expenses, rating agency fees, Insurance Policy and miscellaneous other costs of issuance. [Remainder of page intentionally left blank] 8 DEBT SERVICE SCHEDULE The following table sets forth the debt service schedules for the Series 2024 Bonds. Bond Series 2024 Series 2024 Series 2024 Year Principal Interest Total Total Bonds 2025 $ $ $ S 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 Total DESCRIPTION OF THE SERIES 2024 BONDS General Each Series of the Series 2024 Bonds shall be issued as fully registered, book -entry only bonds in the denomination of $5,000 and integral multiples of thereof through the book -entry only system maintained by The Depository Trust Company, New York, New York. Each Series of Series 2024 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 2024 Bonds shall be payable upon presentation and surrender at the designated corporate trust office of at the designated office of Argent Trust Company, Tampa, 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, 20[25]. 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 THE UNDERWRITER TAKES ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF. 9 The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2024 Bonds. Each Series of the Series 2024 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 each Series of the Series 2024 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. DTC 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.dtcc.com. Purchases of Series 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2024 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series of Series 2024 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 2024 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 2024 Bonds, except in the event that use of the book -entry system for the Series 2024 Bonds is discontinued. To facilitate subsequent transfers, all Series 2024 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 2024 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 2024 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2024 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 2024 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2024 Bonds, such as redemptions and proposed amendments to the Series 2024 Bond documents. For example, Beneficial Owners of Series 2024 Bonds may wish to ascertain that the nominee holding the Series 2024 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 a Series of the Series 2024 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. 10 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2024 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 2024 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2024 Bonds will be made to Cede & Co., or such other nominee as may be 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 2024 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 2024 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 2024 Bond certificates are required to be printed and delivered. 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 2024 Bond certificates will be printed and delivered to DTC. Thereafter, Series 2024 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 2024 BONDS, FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2024 BONDS OR THE PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL OR INTEREST ON THE SERIES 2024 BONDS, TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2024 BONDS FOR REDEMPTION. Optional Redemption The Series 2024A 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 2024A Bonds to be redeemed plus any accrued interest on such Series 2024A Bonds to the date fixed for redemption. If the Series 2024A Bonds are redeemed in part, then the Series 2024A Bonds may only be redeemed in an amount such that the unredeemed portion of the Series 2024A Bonds is in a denomination permitted under the Resolution. Mandatory Redemption The Series 2024A 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: *Maturity Year Amortization Requirements 11 Notice of Redemption Notice of redemption of the Series 2024 Bonds being redeemed 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 to all Registered Owners of the Series 2024 Bonds or portions of Series 2024 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 2024 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2024 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 2024 Bonds being redeemed, the series designation of such Series 2024 Bond, the redemption price to be paid, the date of such notice, the original issue date of such Series 2024 Bond, the maturity date and rate of interest (or interest rate method) borne by each Series 2024 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 2024 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP Numbers, if any, of such Series 2024 Bond to be redeemed and, in the case of Series 2024 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2024 Bonds is to be redeemed in part only, the notice of redemption which relates to such Series 2024 Bond shall also state that on or after the redemption date, upon surrender of such Series 2024 Bond, new Series 2024 Bond or Series 2024 Bonds, in a principal amount equal to the unredeemed portion of such Series 2024 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 2024 Bond receives such notice. 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 2024 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 2024 Bond of like tenor as the Series 2024 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2024 Bond upon surrender and cancellation of such mutilated Series 2024 Bond or in lieu of and substitution for the Series 2024 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 2024 Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Series 2024 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2024 Bond, the Agency may pay the same or cause the Series 2024 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2024 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2024 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 2024 Bond be at any time found by anyone, and such duplicate Series 2024 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 Series 2024 Bonds issued under the Resolution. 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 12 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 subaccounts 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). (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 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 fmal 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. (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. 13 (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 fmal determination of all property assessment appeals to the property appraisal assessment board appointed under Florida law, whichever is most recent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment Trust Fund used to determine the amount of the Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had such millage rates been reduced or rolled -back, in accordance with applicable law then in effect, to reflect the increase in the assessed valuation of the taxable real property in the Redevelopment Area set forth in clause (i) above, or the actual millage rates adopted by such taxing authorities subsequent to the most recent Property Assessment Certification referred to above, if then available; provided, however, that such Pledged Tax Increment Revenues determined in accordance with clause (i) and (ii) above shall be pro -rated for a partial year assessment, if applicable, and (b) with respect to the amount of the Pledged Tax Increment Revenues received by the Agency in each Fiscal Year prior to Fiscal Year 2017, assuming that the provisions of 5.e of the 2007 Interlocal Agreement were then in effect (Section 5.e of the 2007 Interlocal Agreement provides that for Fiscal Years 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of the tax increment revenues collected from such projects (the "2007 Interlocal Agreement TIF Revenues") to the taxing authorities which paid such revenues into the Redevelopment Trust Fund as provided therein, however the City has agreed to return its portion back to the Agency for the development of affordable housing by the Agency), 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 2024 BONDS General The payment of the principal of, premium, if any, and interest on the Series 2024 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 such Pledged Revenues, all to the payment of the principal of, premium, if any, and interest on the Series 2024 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 2024 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 any Parity Obligations and any Additional Bonds 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 2024 Bonds may be secured by the Reserve Account or any subaccount therein. Is so secured a Reserve Requirement will be established with respect to the Series 2024 Bonds. In addition, 14 nothing in the Resolution shall be deemed to grant or create a lien on any funds in the Rebate Account, including investment earnings thereon. "Bonds" means the Series 2024 Bonds, any unrefunded Series 2014 Bonds, and any Additional Bonds issued pursuant to the Resolution. "Parity Obligations" means obligations of the Agency, other than Bonds, [including the City Obligation] and other obligations issued or incurred as permitted under the Resolution and secured by a lien on the Pledged Tax Increment Revenues on a parity with the lien thereon securing the Bonds as provided in the Resolution. See "LIABILITIES OF THE AGENCY — Commitment 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 2024 Bonds may be secured by the Reserve Account or any subaccount therein. If so secured, a Reserve Requirement will be established with respect to the Series 2024 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, the Miami World Center TIF Obligation, Downtown Retail Obligation, the Grand Central TIF Obligation, the City Obligation, the Gibson Park Obligation, 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 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) the Resolution is supplemented to expressly pledge the Tax Increment Revenues generated within such additional areas to the payment of the Bonds. See "TAX INCREMENT REVENUE" herein. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. Reserve Subaccount Pursuant to the Resolution, the Agency is authorized to establish a separate account within the Reserve Account for the benefit of the Series 2024 Bonds. The Series 2024 Bonds may be secured by a subaccount established in the Reserve Account. The Reserve Requirement with respect to the Series 2024 Bonds is $ , on the date of issuance of the Series 2024 Bonds there shall be on deposit therein from the proceeds from the issuance of the Series 2024 Bonds in the amount of the Reserve Requirement for the Series 2024. 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 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 2024 Bonds will be secured by the Series 2024 Subaccount of the Reserve Account therein. 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 2024 Bonds, any unrefunded Series 2014 Bonds, 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 2024 Bonds, any unrefunded Series 2014 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 2024 Bonds and any unrefunded Series 2014 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 2024 Bonds, any unrefunded Series 2014 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 15 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 funds then on deposit equal to the sum of the interest, principal and redemption payments due, respectively, on the Series 2024 Bonds, any unrefunded Series 2014 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 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 Indebtedness of such amounts as shall be necessary to pay debt service and other requirements with respect to Subordinated Indebtedness, as provided in the instrument providing for the issuance of such Subordinated Indebtedness. (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 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 the Resolution. 16 BOND RESOLUTION FLOW OF FUNDS Required Fund Deposits Application of Moneys Redevelopment Trust Fund • Deposit all Tax Increment Revenues • Immediately deposit all Pledged Tax Increment Revenues into the SEOPW CRA Revenue Bond Trust Account Security for Bonds and Parity Obligations SEOPW CRA Revenue Bond Trust Fund Account • Deposit all Pledged Tax Increment Revenues • Immediately deposit all Pledged Tax Increment Revenues into the Tax Increment Revenue Bond Fund Tax Increment Revenue Bond Fund • Deposit all Pledged Tax Increment Revenues • Deposit all Pledged Tax Increment Revenues required to be deposited into the Debt Service Account Debt Service Account • Deposit an amount equal to the Debt • Payment of interest, principal and Service Requirement coming due during redemption payments coming due during the Bond Year with respect to Bonds and the Bond Year on Bonds and Parity Parity Obligations Obligations • Payment to any entity insuring, guarantying or providing for the payment of Bonds in the amount of any payment made by such entity on behalf of the Agency Reserve Account (The Series 2014A Bonds will not be secured by the Reserve Account or any subaccount therein.) • Deposit to each subaccount such amount • Payment of required principal, interest and necessary to reimburse any draws under redemption payments on Bonds and and reinstate any Reserve Product in Parity Obligations to the extent moneys in such subaccount the Debt Service Account are insufficient • Deposit to each subaccount Pledged Tax Increment Revenues or a Reserve Product in an amount which, together with the funds on deposit therein, equals the Reserve Requirement for each subaccount Registrar, Paying Agent or Similar Agent • Payment to any Registrar, Paying Agent or simi ar agent with respect to any Bonds equal to the fees and expenses of such agent Subordinate Indebtedness • Payment of interest, principal and any other amounts due with respect to Subordinated Indebtedness J Transfer Remaining Funds Rebate Account • Deposit from investment earnings, Pledged Revenues or other legally funds by • Payment of the Rebate Amount to the United States as required by Section 9.06 Bond Resolution available the amount required the Bond Resolution of the 17 DESCRIPTION OF PLEDGED REVENUES General The Series 2024 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 2024 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 may take up to two calendar years after the initial assessment. At that time the amount of the required payment to the Redevelopment Trust fund is adjusted downward to reflect the final assessed value. 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 increases in 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 Children 's Trust Fund. 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. [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 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. See "LIABILITIES OF THE AGENCY — Long -Term Obligations" herein.] Gibson Park. The Agency entered into a grant agreement with the City for the renovation of Gibson Park (the "Gibson Park Obligation"). The Agency agreed to make payments from Pledged Tax Increment Revenues to the City in an amount not to exceed $8 million, plus interest of approximately $6.1 million Which equates to an annual payment of approximately $844,303 through 2030. See "LIABILITIES OF THE AGENCY - Commitment and Contingencies" herein. 18 City Obligation Tri-Rail. The Agency entered into an interlocal agreement, effective November 8, 2016 (the "Tri-Rail Interlocal Agreement"), with the City and the South Florida Regional Transportation Agency, whereby starting in fiscal year 2018/2019 the Agency will contribute an amount not to exceed $17,528,049 towards the costs associated with the extension of the Tri-Rail passenger railway service to downtown Miami located within the Agency's redevelopment area (the "City Obligation"). See "LIABILITIES OF THE AGENCY - Commitment and Contingencies" herein. Economic Incentive Agreements. The Agency has committed under certain agreements with developers to make payments equal to a percentage of any Tax Increment Revenues received by the Agency with respect to improvements related to such projects. The following describes the projects which are subject to such obligations of the Agency. The Agency pursuant to the Amended and Restated Miami WorldCenter Economic Incentive Agreement dated as of February 21, 2017 among the Agency, Miami First, LLC, Miami Third, LLC, Miami Fourth, LLC, Miami A/I, LLC, Block G Phase I LLC, Block G Phase 2 LLC and Tower 2, LLC (collectively, the "WorldCenter Developers"), agreed to make payments to the WorldCenter Developers equal to 57% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions (the "Miami World Center TIF Obligation"). See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. The Agency pursuant to the Block 55 development Agreement dated as of October 1, 2018, as amended, by and between the Agency and Downtown Retail Associates LLC (the "Downtown Developer"), to make payments to the Downtown Developer equal to 70% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions ("Downtown Retail TIF Obligation"). See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. The Agency pursuant to the First Amended and Restated Covenant dated as of February 1, 2021 by and between the Agency and Grand Central Holdings, LLC (the "Grand Central Developer"), agreed to make payments to the Grand Central Developer equal to 65% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions (the "Grand Central TIF Obligation"). "). See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. 2007 Interlocal Agreement. The Agency entered into an Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the OMNI CRA (the "2007 Interlocal Agreement"), that provides 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 TIF Revenues"). The 2007 Interlocal Agreement TIF 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 TIF Revenues Based on Fiscal Year 2024 Assessed Values — Table" directly below. See "DESCRIPTION OF PLEDGED REVENUES — Pledged Revenues — Pledged Tax Increment Revenues Available for Debt Service Based on 2024 Tax Year Values — Table" herein. 19 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 Flagler Develoment 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 Address 666 Biscayne Blvd 919 NW 2nd Ave 127 NE l lth Street 700 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 2023 Tax Year Assessed Value $ 16,016,361 11,550,000 12,931,053 16,272,263 5,445,000 46,697,504 187,669,126 67,638,459 299,520,519 627,293,485 362,696,773 239,732,892 0 233,459,499 $2,126,922,934 Calculation of the 2007 Interlocal Agreement TIF Revenues Based on Fiscal Year 2024 Assessed Valuestt) [to be updated] 2007 Interlocal TIF Agreement Revenues TIF Available to County TIF City TIF Total TIF Revenues Agency Tax Roll less Base Year Tax Roll less Tax Roll less Total County Base Year Base Year Roll Estimated Millage City Millage Combined Year Tax Roll for (0.4704%) (0.7571%) Millage 45% TIF 50% TIF (Jan 1) FY FY 2024 Times 95% Times 95% Times 95% County/City County/City 2023 2024 $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. (0 Fiscal Year 2024 revenues are based on the 2023 tax year. Millage Rates The table below summarizes that established millage rates levied in the last ten (10) years by the City and the County for operations. Fiscal Year Ended Sept. 30 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 City of Miami 7.6465 7.6465 7.6465 7.4365 7.5865 7.5665 7.6665 7.6665 7.5539 7.6465 Source: Miami Dade County Property Appraiser Office. 20 Miami -Dade County Total 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. 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. Table of Historical Incremental Revenueso) Original West Park 2009 Boundaries Expansion Expanded Boundaries Total Incremental Revenues Tax Year City County 2014 $ 8,045,982 $ 4,907,952 2015 9,491,910 5,793,212 2016 10,525,607 6,424,109 2017 10,374,855 6,515,446 2018 10,404,085 6,403,132 2019 10,601,252 6,528,016 2020 18,553,693 11,292,970 2021 17,758,099 10, 803,587 2022 22,078,822 13,506,719 2023 23,650,986 15,183,020 City County City County City County Aggregate $ 373,362 $ 227,136 $8,419,344 $5,135,088 $13,554,432 629,755 445,392 10,121,665 6,238,604 16,360,269 847,483 517,246 11,373,090 6,941,355 18,314,445 1,055,943 665,827 11,430,798 7,181,273 18,612,071 1,295,651 797,892 11,699,736 7,201,024 18,900,760 1,857,484 1,144,132 12,458,736 7,672,148 20,130,884 2,135,414 1,298,690 20,689,107 12,591,660 33,280,767 4,094,175 2,490,725 21,852,274 13,294,312 35,146,586 4,505,131 2,755,660 26,583,953 16,262,379 42,846,332 4,394,314 2,819,297 28,045,300 18,002,317 46,047,617 Source: Miami Dade County Property Appraiser Office. (2) 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. 21 Southeast Overtown-Park West Historical Tax Increment Revenues Southeast Overtown CRA (Original Boundaries) FY 2023-2024 FY 2022-2023 FY 2021-2022 FY 2020-2021 FY 2019-2020 Preliminary Taxable Value of the Original District 3,677,587,568 3,281,510,195 2,626,890,437 2,655,557,550 1,690,815,198 Taxable Value Base Year - 1982 (78,305,502) (78,305,502) (78,305,502) (78,305,502) (78,305,502) Value Increment 3,599,282,066 3,203,204,693 2,548,584,935 2,577,252,048 1,612,509,696 Dividedby 1,000 3,599,282 3,203,205 2,548,585 2,577,252 1,612,510 Multiply by 95% 3,419,318 3,043,044 2,421,156 2,448,389 1,531,884 City Operating Millage - Current Year 7.1364 7.5539 7.6665 7.6665 7.6665 County Operating Millage - Current Year 4.5740 4.6202 4.6669 4.6669 4.6669 Value of Tax Increment (City) $40,041,581 $37,046,328 $29,861,082 $30,196,966 Value of Tax Increment (County) Adjustment to prior year taxable value (103,064,188) (124,675,250) (111,807,375) (30,793,887) (140,098,394) Dividedby 1,000 (103,064) (124,675) (111,807) (30,794) (140,098) Multiply by 95% (97,911) (118,441) (106,217) (29,254) (29,254) City Operating Millage 7.6665 7.6665 7.5665 7.4365 7.4365 County Operating Millage 4.6669 4.6669 4.6669 4.6669 4.6669 Adjustment to Prior Year Tax Increment(City) ($1,207,575) ($1,460,786) ($1,299,395) ($354,075) ($1,610,884) Adjustment to Prior Year Tax Increment (County) Southeast Overtown CRA (1985 Park West Addition) Preliminary Tax Increment Value 443,002,750 454,227,066 445,763,818 204,486,069 196,892,966 Taxable Value Base Year - 1985 (37,461,910) (37,461,910) (37,461,910) (37,461,910) (37,461,910) Value Increment 405,540,840 416,765,156 408,301,908 167,024,159 159,431,056 Divided by 1000 405,541 416,765 408,302 167,024 159,431 Multiply by 95% 385,264 395,927 387,887 158,673 151,460 City Operating Millage - Current Year 7.1364 7.5539 7.6665 7.6665 7.5665 County Operating Millage - Current Year 4.5740 4.6202 4.6669 4.6669 4.6669 Value of Tax Increment (City) $4,511,561 $4,820,053 $4,783,962 $1,956,935 $1,852,871 Value of Tax Increment (County) Adjustment by Value Adjustment Board (6,871,387) (7,088,890) 4,927,396 (13,193,727) (4,916,282) Divided by 1000 (6,871) (7,089) 4,927 (13,194) (4,916) Multiply by 95% (6,528) (6,734) 4,681 (12,534) (4,670) City Operating Millage 7.6665 7.6665 7.5665 7.4365 7.4365 County Operating Millage 4.6669 4.6669 4.6669 4.6669 4.6669 Adjustment to Prior Year Tax Increment (City) ($80,510) ($83,059) $57,265 ($151,705) ($56,529) Adjustment to Prior Year Tax Increment (County) Southeast Overtown CRA (2009 Expanded Boundaries) Preliminary Tax Increment Value 349,648,239 314,048,299 274,732,883 246,897,494 211,307,829 Taxable Value Base Year -2009 (94,245,513) (94,245,513) (94,245,513) (94,245,513) (94,245,513) Value Increment 255,402,726 219,802,786 180,487,370 152,651,981 117,062,316 Dividedby 1000 255,403 219,803 180,487 152,652 117,062 Multiply by 95% 242,633 208,813 171,463 145,019 111,209 City Operating Millage - Current Year 7.1364 7.5539 7.6665 7.6665 7.5665 County Operating Millage - Current Year 4.5740 4.6202 4.6669 4.6669 4.6669 Value of Tax Increment (City) $2,841,325 $2,542,106 $2,114,722 $1,788,582 $1,360,467 Value of Tax Increment (County) Adjustment by Value Adjustment Board (5,015,412) (1,562,658) (31,927,262) (13,563,392) (13,515,886) Dividedby 1000 (5,015) (1,563) (31,927) (13,563) (13,516) Multiply by 95% (4,765) (1,485) (30,331) (12,885) (12,840) City Operating Millage 7.6665 7.6665 7.5665 7.4365 7.4365 County Operating Millage 4.6669 4.6669 4.6669 4.6669 4.6669 Adjustment to Prior Year Tax Increment (City) ($58,764) ($18,309) ($371,050) ($155,955) ($155,409) Adjustment to Prior Year Tax Increment (County) 22 Total Net Ad valorem (City) $46,047,617 Total Net Ad valorem (County) $42,846,332 $35,146,585 $33,280,749 $20,130,669 Source: Miami Dade County Property Appraiser Office and Agency Finance Department. The following table show the future obligations of the Agency for tax years 2024 through 2040. Tax Year 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Children's Trust Fund (1) 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 Future Agency Obligations 2007 Interlocal TIF Revenues (2) 4,198,261 4,198,261 4,198,261 4,198,261 4,198,261 4,198,261 4,198,261 Gibson Park City Obligation (3) Obligation (4) 847,056 850,182 853,904 861,589 865,660 869,791 Total 5,536,443 5,539,569 5,543,291 5,550,976 5,555,047 5,559,178 4,689,387 Source: Agency Finance Department. (1) Based on 2024 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. (2) Based on 2024 tax year. Retum 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. (3) Actual Debt Service. Gibson Park Debt Service is payable on parity with debt service on the Series 2024 Bonds. (4) City Obligation for Tri-Rail will be payable upon issuance of bonds by City. [Remainder of page intentionally left blank] 23 The following table shows the Pledged Tax Increment Revenues available for debt service for tax year 2024 through 2040 based on 2024 tax year values. Pledged Tax Increment Revenues Available for Debt Service Based on 2024 Tax Year Values Tax Year 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 City Tax Increment Revenue Contribution County Tax Increment Revenue Contribution Gross Tax Increment Revenues Deposited to Redevelopment Trust Fund Less 2007 Interlocal TIF Revenueso) Source: Miami Dade County Property Appraiser Office and Agency Finance Department. 0> Based on 2023 tax year. [Remainder of page intentionally left blank] 24 Pledged Tax Increment Revenues Projected Debt Service Coverage Calculation Based on 2024 Tax Year Values Pledged Tax Gibson City Obligation Tax Increment Park Debt TRI-RAIL Year Revenues Service (ESTIMATED) 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Series 2024 Bonds Debt Service Projected Debt Excess Pledged Aggregate Debt Service Tax Increment Service Coverage Revenues (I) Preliminary Subject to Change. (2) Gibson Park Debt Service is payable on parity with debt service on the Series 2024 Bonds. [Remainder of page intentionally left blank] 25 MANAGEMENT DISCUSSION OF BUDGET AND FINANCES The following discusses certain aspects of the Agency's current financial position and projected finances for Fiscal Years 2023 through 2024. Fiscal Year 2023 Results The liabilities of the Agency exceeded its assets at the close of its most recent fiscal year by $37,123,827. Of this amount, $16,191 was invested in capital assets net of related debt, resulting in $20,932,153 (unrestricted net position) available to meet the Agency's obligations to citizens in the Southeast Overtown area. At the close of the of fiscal year 2023, the Agency's governmental funds reported combined ending fund balances of $51,681,649, an increase of $6,702,770 in comparison with the prior year. This significant increase was mainly a result of the sale of certain land and infrastructure during the fiscal year. See `Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2023, and Actual Revenues and Expenditures for year to date through [July] 30, 2024" below. [Remainder of page intentionally left blank] 26 The following table provides the original Fiscal Year ended September 30, 2023, adopted budget, the mid- year amended Fiscal Year ended September 30, 2023, Budget and actual revenues and expenditures through September 30, 2023, to the original Fiscal Year ended September 30, 2023 adopted budget: Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2023 and Actual Revenues and Expenditures through September 30, 2023 Original Final Actual Revenues Tax Increment Revenues $ 44,486,601 $ 44,486,601 $ 44,667,530 Rental Income - - 118,301 Investment Income - - 2,192,426 Other - - 1,336,584 Total Revenues $ 44,486,601 $ 44,486,601 $ 48,354,841 Expenditures Current General Government $ 3,013,715 $ 3,013,715 $ 3,923,229 Community Redevelopment 81,011,680 81,011,680 32,935,432 Debt Service Principal - - 267,709 Interest - - 12,291 Total Expenditures $ 84,025,395 $ 84,025,395 $ 37,138,661 Excess (deficiency) of revenues over (under) expenditures ($39,538,794) ($39,538,794) 11,216,180 Other Financing Sources (Uses): Transfer In - - Transfer Out ($ 4,510,625) ($ 4,510,625) ($ 4,510,625) Net Carryover Fund Balance 44,049,419 44,049,419 Total Other Financing Sources (uses) $ 39,538,794 $ 39,538,794 ($ 4,510,625) Net Change In Fund Balance - - 6,705,594 Fund Balance - Beginning 44,976,055 Fund Balance - Ending $51,681,649 Source: Agency Financial Statement. 27 Fiscal Year 2024 Operations The Agency's original Fiscal Year 2024 Budget was adopted on September , 2023. It was amended on , 2024. The following table provides the original Fiscal Year ending September 30, 2024, adopted budget, the mid- year amended Fiscal Year ending September 30, 2024 Budget and unaudited actual revenues and expenditures through May 31, 2024: Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2024 and Actual Revenues and Expenditures Year to Date through May 31, 2024 Revenues Tax Increment Revenues Children Trust Fund Parking Fees Disposition of Land Other Interest Net unrealized loss on fair value of investment Total Revenues Expenditures Current General Government Community Redevelopment Total Expenditures Excess (deficiency) of revenues over (under) expenditures Other Financing Sources (Uses): Transfer In Transfer Out Net Carryover Fund Balance Total Other Financing Sources (uses) Net Change In Fund Balance Fund Balance — Beginning Fund Balance — Ending Source: Agency Finance Department. Actual Original Final (Unaudited) 28 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 investment 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 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 fmance 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 refmance outstanding debt obligations the fmal 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. 29 LIABILITIES OF THE AGENCY Fund Balances At fiscal year ended September 30, 2023, the agency reported the following governmental fund balances: • Non spendable fund balance — these amounts represent the long-term portion of the loan receivable that cannot be spent because it is not in spendable form. • Restricted fund balance — these amounts are restricted to specific purposes stipulated by the Tax Increment Revenue Bonds, Series 2014A bond resolution. • 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. See "APPENDIX C: FINANCIAL STATEMENTS OF THE AGENCY FOR FISCAL YEAR ENDED SEPI'EMBER 30, 2023" attached hereto. 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 15% 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 Plan (continued) Current year's payroll for executive employees $ 808,316 Current year's payroll for general employees 853,600 Current year's employer contributions for: Executive employees (15% rate) 75,905 General employees (5% rate) 20,900 (c) 457(b) 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 2-5% 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 (2-5% rate) Commitment and Contingencies. $375,316 10,840 (a) The Agency is contractually obligated for approximately $11 1 million as of September 30, 2023, for construction projects. 30 (b) The Agency is a defendant in several legal actions. The outcome of these actions cannot be determined at this time. Management of the Agency believes that any liability from these actions will not have a material effect on the Agency's financial condition. (c) 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 million, 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. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024A BONDS — General and "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (d) In fiscal year 2015, the Agency entered into an economic incentive agreement with WorldCenter Developers in connection with the development of the Miami World Center mixed -use project. The economic incentive agreements provide for payment to the WorldCenter Developers of a percentage of Tax Increment Revenues generated from the project. The Agency paid the amount of $4 9 million in fiscal year 2023. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (e) In fiscal year 2015, the Agency entered into an interlocal agreement, effective November 8, 2016 (the "Tri-Rail Interlocal Agreement"), with the City and the South Florida Regional Transportation Agency, whereby starting in fiscal year 2018/2019 the Agency will contribute an amount not to exceed $17,528,049 towards the costs associated with the extension of the Tri-Rail passenger railway service to downtown Miami located within the Agency's redevelopment area (the "City Obligation"). The Tri-Rail Interlocal Agreement obligation will be enforced when notice is given that the Tri-Rail Downtown Link is substantially complete and operational, and certain parts of the Miami Central Station are substantially complete and the assessed taxable value is at least $150,000,000. Within 12 months of receiving said notice, the City will use commercially reasonable efforts to issue bonds or procure an alternative credit facility to meet its obligation (the "City Bonds"). The Tri-Rail Downtown Link service has been completed and operational as of January 2024. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (f) In fiscal year 2019, the Agency entered into an economic incentive agreement with Downtown Retail Associates, LLC (the "Downtown Developer") for the development of Block 55. This project will be developed as a mixed -use development of not less than 250,000 square feet of retail, office, restaurant and entertainment uses and not less than 500 residential units. As a development incentive, the Agency shall pay to the Downtown Developer an incentive payment equal to up to 70% of the Tax Increment Revenue generated from this project. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (g) In fiscal year 2021, the Agency entered into an economic incentive agreement with Grand Central Miami Holdings, LLC (the "Grand Central Developer") for the development of Block 46. This project contains eighty (80) affordable housing rental units. As a development incentive, the Agency shall pay to the Grand Central Developer an incentive payment equal to up to 65% of the Tax Increment Revenue generated from this project. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2024 Bonds are subject to the approval of Bryant Miller Olive P.A. 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 2024 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 Official Statement 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. 31 While Bond Counsel has participated in the preparation of certain portions of this Official Statement, 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 Official Statement, or in any other reports, financial information, offering or disclosure documents or other information pertaining to the Agency or the Series 2024 Bonds that may be prepared or made available by the Agency, the Underwriter or others to the holders of the Series 2024 Bonds or other parties. Certain legal matters will be passed upon for the Agency by the City Attorney of the City of Miami, Florida (acting as General Counsel for the Agency), and by Weiss Serota Helfinan Cole + Bierman, PL, Miami, Florida, Disclosure Counsel to the Agency. While the Agency Board is separate, distinct body corporate and politic from the City, the Agency, for fmancial reporting purposes, is a component unit of the City. 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 2024 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 (inclusive of the Pledged 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 General The Code establishes certain requirements which must be met subsequent to the issuance of the Series 2024 Bonds in order that interest on the Series 2024 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2024 Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2024 Bonds, regardless of the date on which such non- compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Series 2024 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The Agency has covenanted in the Resolution with respect to the Series 2024 Bonds to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2024 Bonds. In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the Series 2024 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Series 2024 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax; however, interest on the Series 2024 Bonds may be included in the "adjusted financial statement income" of certain "applicable corporations" that are subject to the 15-percent alternative minimum tax under section 55 of the Code. Except as described above, Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of the Series 2024 32 Bonds. Prospective purchasers of the Series 2024 Bonds should be aware that the ownership of the Series 2024 Bonds may result in collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2024 Bonds; (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen percent (15%) of certain items, including interest on the Series 2024 Bonds; (iii) the inclusion of interest on the Series 2024 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of the branch profits tax; (iv) the inclusion of interest on the Series 2024 Bonds in passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; and (v) the inclusion of interest on the Series 2024 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such benefits are included in gross income for federal income tax purposes. As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the Agency, certificates of appropriate officers and certificates of public officials (including certifications as to the use of proceeds of the Series 2024 Bonds and of the property financed or refinanced thereby), without undertaking to verify the same by independent investigation. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2024 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Series 2024 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2024 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non -corporate owners of Series 2024 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the Series 2024 Bonds and proceeds from the sale of Series 2024 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2024 Bonds. This withholding generally applies if the owner of Series 2024 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2024 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. Other Tax Matters During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2024 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2024 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2024 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their own tax advisors as to the tax consequences of owning the Series 2024 Bonds in their particular state or local jurisdiction and regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. 33 [Tax Treatment of Original Issue Discount Under the Code, the difference between the maturity amount of the Series 2024 Bonds maturing on (collectively, the "Discount Bonds"), and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount Bonds of the same maturity and, if applicable, interest rate, was sold is "original issue discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest rate compounded periodically. A purchaser who acquires the Discount Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds the Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Bondholders of the Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount Bonds.] [Tax Treatment of Bond Premium The difference between the principal amount of the Series 2024 Bonds maturing on (collectively, the "Premium Bonds"), and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the same maturity and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for each of the Premium Bonds which minimizes the yield on such Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds.] RATINGS Standard & Poor's Ratings Services ("S&P") has assigned an underlying rating of " " [outlook], to the Series 2024 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 2024 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 PFM Financial Advisors LLC, Coral Gables, Florida, as Financial Advisor in connection with the authorization and issuance of the Series 2024 Bonds. The Financial Advisor has assisted the Agency in the preparation of this Official Statement and has advised the Agency as to other matters relating to the planning, structuring and issuance of the Series 2024 Bonds. The Financial Advisor is not obligated 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 Official Statement. 34 PFM Financial Advisors LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by the Financial Advisor on behalf of the Agency relating to the computation of forecasted receipts of principal and interest on the Refunding Securities and the forecasted payments of principal and interest to redeem the Refunded Bonds and that the Refunded Bonds will be defeased under the resolution governing their issuance, was examined by Robert Thomas CPA, LLC. Such computations were based solely upon assumptions and information supplied by the Underwriter on behalf of the Agency. Robert Thomas CPA, LLC has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted outcome. AUDITED FINANCIAL STATEMENTS The Audited Financial Statements of the Agency for the Fiscal Year ended September 30, 2023 (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 STATEMENTS OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023" as a part of this Official Statement. 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 2024A Bonds are being purchased by Siebert Williams Shank & Co., LLC (the "Underwriter") at an aggregate purchase price of $ (the par amount of the Series 2024A Bonds, less Underwriter's discount of $ plus original issue premium of $ ). The Series 2024B Bonds are being purchased by the Underwriter at an aggregate purchase price of $ (the par amount of the Series 2024B 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 2024 Bonds if any Series 2024 Bonds are purchased. 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, fmancing 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. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2024 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 2024 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2024 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. 35 CONTINUING DISCLOSURE The Series 2024 Bonds are 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 entered into an Agreement with Digital Assurance Certification, L.L.C. and has covenanted for the benefit of the holders of the Series 2024 Bonds to provide certain fmancial information and operating data relating to the Agency and the Series 2024 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 2024 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 2024 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 2024 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 2024 Bonds, no party other than the Agency is obligated to provide, nor is expected to provide, continuing disclosure information. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 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 2024 Bonds, the security for the payment of the Series 2024 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 Official Statement 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 Official Statement 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 Official Statement 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 Official Statement 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 Official Statement 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 2024 Bonds. AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the Agency. At the time of delivery of the Series 2024 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 Official Statement (other than information herein related 36 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 2024 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 Official Statement 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 made, not misleading. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Chair By: Executive Director 37 APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY 38 APPENDIX B THE RESOLUTION APPENDIX C FINANCIAL STATEMENT OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 APPENDIX D FORM OF BOND COUNSEL OPINION APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX F FORM OF SPECIAL AGENCY COUNSEL OPINION