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HomeMy WebLinkAboutCRA-R-24-0067 Legislation-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-24-0067 File Number: 16829 Final Action Date:10/24/2024 A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS OF THE AGENCY TO FINANCE OR REFINANCE THE ACQUISITION AND CONSTRUCTION OF COMMUNITY REDEVELOPMENT PROJECTS IN THE REDEVELOPMENT AREA OF SUCH AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF ITS TAX INCREMENT REVENUE BONDS, SERIES 2024 IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $150,000,000, TO BE ISSUED IN ONE OR MORE SERIES, FOR THE PURPOSE OF FINANCING CERTAIN GRANTS TO BE USED FOR THE CONSTRUCTION OR REHABILITATION OF AFFORDABLE HOUSING, FINANCING THE CONSTRUCTION OF OTHER CAPITAL IMPROVEMENTS IN THE REDEVELOPMENT AREA, AND REFINANCING CERTAIN OUTSTANDING OBLIGATIONS; DELEGATING THE AWARD OF THE SALE OF THE SERIES 2024 BONDS TO THE EXECUTIVE DIRECTOR; PROVIDING FOR SECURITY FOR THE HOLDERS OF SUCH SERIES 2024 BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND DELEGATING TO THE EXECUTIVE DIRECTOR THE AUTHORITY TO DEEM FINAL FOR CERTAIN PURPOSES AND APPROVE THE USE OF AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2024 BONDS; APPOINTING A REGISTRAR, PAYING AGENT AND FISCAL AGENT; APPOINTING AN ESCROW AGENT; APPOINTING A VERIFICATION AGENT; PROVIDING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE THEREOF; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the "Redevelopment Act"), there was created by actions of Miami -Dade County, Florida (the "County") and the City of Miami, Florida (the "City") the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") within the limits of the City; and WHEREAS, the Board of County Commissioners of the County (the "County Commission") and the City Commission of the City (the "City Commission") have held all public hearings and have accomplished all actions required to be taken under the Redevelopment Act in order to (i) designate the site of the Projects as a slum or blighted area under the Redevelopment Act (ii) adopt the community redevelopment plan for the site of the Projects, and (iii) create the hereinafter described Redevelopment Trust Fund; and City of Miami Page 1 of 19 File ID: 16829 (Revision: A) Printed On: 11/5/2024 16829 Legislation -SUB File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 WHEREAS, the City and the County entered into an Interlocal Cooperation Agreement dated March 31, 1983, as amended, including, without limitation, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Amendment to 1983 Interlocal Cooperation Agreement dated January 22, 2010 between the City, the County and the Agency (collectively, the "Interlocal Agreement"), which provided for the exercise of redevelopment powers by the City in the redevelopment area of the Agency (the "Redevelopment Area"), the implementation of the community redevelopment plan for the Redevelopment Area (as modified from time to time, the "Redevelopment Plan"), the delegation by the County to the City of certain powers, and the use of tax increment financing to pay the costs of the implementation of the Redevelopment Plan; and WHEREAS, pursuant to the Interlocal Agreement there was established in accordance with Ordinance No. 82-115 enacted by the County Commission on December 21, 1982 ("Ordinance No. 82-115"), Ordinance No. 9590 enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, the Southeast Overtown/Park West Community Redevelopment Trust Fund (the "Redevelopment Trust Fund"); and WHEREAS, pursuant to Section 4 of Ordinance No. 82-115, beginning with the twentieth year after the date of sale of the initial bonding or indebtedness and in every year thereafter, the County's annual appropriation of tax increment revenues to the Redevelopment Trust Fund shall not exceed the amount which is deposited in the nineteenth year; and WHEREAS, pursuant to an Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA (as defined herein) and the City (the "Children's Trust Fund Interlocal Agreement"), the Agency agreed that the Children's Tax Increment Revenues (as defined herein) would be used for debt service on, and other obligations relating to, existing debts of the Agency only after all other available Tax Increment Revenues have been exhausted for such purpose; and WHEREAS, because the Series 2024 Bonds issued hereunder will be issued after the date of the Children's Trust Fund Interlocal Agreement, the Children's Tax Increment Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to Section 5.e of the Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the OMNI CRA, as amended (the "2007 Interlocal Agreement"), for fiscal year 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund, however the City has agreed to return its portion back to the Agency for the development of affordable housing by the Agency (the "2007 Interlocal Agreement TIF Revenues"); and WHEREAS, the 2007 Interlocal Agreement TIF Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and City of Miami Page 2 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 WHEREAS, pursuant to the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation (the "Gran Central Loan Agreement"), the City has agreed to utilize Tax Increment Revenues generated from the Designated Area (as herein defined) (the "Gran Central Designated Area TIF Revenues") for certain obligations described therein and that do not include debt service on the Series 2024 Bonds (hereinafter defined); and WHEREAS, the Gran Central Designated Area TIF Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to an Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA (the "2000 Interlocal Agreement"), it was agreed that the City, at the request of the Agency, shall be the fiduciary for the Agency and the Agency was designated as the exclusive party responsible for the planning, development, program management, technical assistance, coordination, project administration, monitoring and other services required for the completion of the projects within the Redevelopment Area of the Agency; and WHEREAS, the Agency has requested in accordance with the 2000 Interlocal Agreement that the City serve as the fiduciary to the Agency; and WHEREAS, pursuant to the Interlocal Agreement between the Agency, the City and the South Florida Regional Transportation Agency dated November 8, 2016 (the "SFRTA Interlocal Agreement"), the City is expected to issue City Debt secured by Tax Increment Revenues generated in the Redevelopment Area (or such other security agreed to by the City and the Agency), upon the occurrence of certain conditions; and WHEREAS, the City Debt may be paid from the proceeds of the Series 2024 Bonds; and WHEREAS, the Agency has agreed to utilize Tax Increment Revenues generated from certain designated areas for certain obligations described herein and such Tax Increment Revenues will not be available for debt service on the Series 2024 Bonds; and WHEREAS, the Agency desires to issue its Tax Increment Revenue Bonds, Series 2024 (the "Series 2024 Bonds") to finance the construction of the 2024 Redevelopment Projects which undertaking may be accomplished through grants to for -profit and/or not -for -profit businesses, to refund all or a portion of the outstanding Series 2014 Bonds, to fund reserves for the Series 2024 Bonds, to pay the City Obligation, if required, and to pay costs of issuance of the Series 2024 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, that: City of Miami Page 3 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Constitution of the State of Florida, the Redevelopment Act, the Interlocal Agreement, the Master Resolution, and other applicable provisions of law. SECTION 2. DEFINITIONS. All capitalized undefined terms shall have the same meaning as set forth in the Master Resolution. Capitalized terms in the WHEREAS clauses shall have the meanings used therein, and unless the context otherwise requires, terms used herein shall have the meanings specified below: "Additional Bonds" means additional obligations issued in compliance with the terms, conditions and limitations contained herein which will have an equal lien on the Pledged Revenues with the Series 2024 Bonds and the Series 2014 Bonds, to the extent provided herein. "Agency" means the Southeast Overtown/Park West Community Redevelopment Agency and any governmental entity as successor thereto that assumed the duties of the Agency hereunder. "Bond Counsel" means Bryant Miller Olive P.A., Bond Counsel, or any other counsel designated by the Agency and experienced in matters relating to the validity of and exclusion from federal income taxation of interest on, obligations of states and their political subdivisions. "Bond Purchase Agreement" means the Bond Purchase Agreement between the Agency and the Underwriter in connection with the sale of the Series 2024 Bonds and dated the date of sale of the Series 2024 Bonds. "Bond Year" means the annual period beginning on the second day of March of each year and ending on the first day of March of the following year. "Bonds" means (i) the unrefunded portion of the Series 2014 Bonds, (ii) the Series 2024 Bonds, and (iii) any Additional Bonds issued pursuant to Article X of Master Resolution. "Bondholder," "Registered Owner," "Holder" and "Owner" mean the registered owner (or its authorized representative) of a Bond. "Business Day" means any day other than (i) a Saturday or Sunday, (ii) any day on which the offices of the Agency, Paying Agent, Bond Insurer or Registrar are closed, or (iii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the City of New York or the State. "Chairwoman" means the Chairwoman of the Agency, or in her absence or unavailability or inability to perform, the Vice Chairman of the Agency. "Children's Trust Fund Interlocal Agreement" means the Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA and the City. City of Miami Page 4 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 "Children's Tax Increment Revenues" means the portion of the Tax Increment Revenues derived from the imposition of a half -mil tax levied by the Children's Trust District against real property located within the Redevelopment Area. "Children's Trust District" means The Children's Trust, Miami -Dade County, an independent special taxing district created by Miami -Dade County pursuant to Section 125.901, Florida Statutes. "City" means the City of Miami, Florida. "City Debt" means the (i) City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Bonds to be issued by the City pursuant to the SFRTA Interlocal Agreement, or (ii) a loan from the City to the Agency for payment of the obligations under the SFRTA Interlocal Agreement. "City Obligation" means the debt service payable to the City secured by Tax Increment Revenues (or such other security agreed to by the City and the Agency) for the payment of the City Debt. "City Commission" means the City Commission of the City of Miami. "Code" means the Internal Revenue Code of 1986, as amended, and applicable corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context thereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings), and applicable court rulings. "County" means Miami -Dade County, Florida. "County Commission" means the Board of County Commissioners of the County. "Designated Portion of the Redevelopment Area" means the area generally bounded by the Metrorail on the west, Northwest First Street on the south, Miami Avenue on the east, and Northwest Fifth Street on the north, which was added to the Redevelopment Area by Resolution No. R-63-86 adopted by the County on January 21, 1986. "Downtown Retail TIF Obligation" means the obligation of 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. City of Miami Page 5 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Escrow Agent" means Regions Bank, Jacksonville, Florida and its successors or assigns. "Escrow Deposit Agreement" means the escrow deposit agreement between the Agency and the Escrow Agent. "Executive Director" means the officer of the Agency who is performing the duties of the Executive Director of the Agency. "Finance Officer" means the Finance Officer of the Agency who is performing the duties and functions of a finance officer for the Agency. "Financial Advisor" means PFM Financial Advisors, LLC, or any other financial advisor designated by the Agency and qualified to provide financial advisory services to governmental entities. "Gibson Park Obligation" means the obligation of the Agency to pay to the City amounts relating to the Gibson Park improvements. "Gran Central Designated Area TIF Revenues" means the portion of the Tax Increment Revenues generated from the Designated Portion of the Redevelopment Area and deposited into the Redevelopment Trust Fund and obligated by the City to be used to repay the obligation of the City under the Gran Central Loan Agreement, if any. "Gran Central Loan Agreement" means the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation, a Florida Corporation. "Grand Central TIF Obligation" means the obligation of 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"), 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. "Master Resolution" means Resolution No. CRA-R-12-0061 adopted on September 17, 2012, as amended and supplemented from time to time, authorizing the issuance of Bonds. "Miami World Center TIF Obligation" means the obligation of 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"), 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. City of Miami Page 6 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 "Modified Pledged Tax Increment Revenues" means the Pledged Tax Increment Revenues received by the Agency in the immediately preceding Fiscal Year, modified to reflect the Pledged Tax Increment Revenues which the Agency would have received in such Fiscal Year (a) if (i) the total assessed valuation of the taxable real property in the Redevelopment Area used to determine the amount of Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had been equal to the total assessed valuation of the taxable real property in the Redevelopment Area determined in the most recent Property Assessment Certification of the County Property Appraiser, or the total assessed valuation of such taxable real property after the final determination of all property assessment appeals to the property appraisal assessment board appointed under Florida law, whichever is most recent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment Trust Fund used to determine the amount of the 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 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 (the "2007 Interlocal Agreement TIF Revenues")), thereby resulting in a reduction in the amount of the Pledged Tax Increment Revenues received by the Agency in each such Fiscal Year in an amount equal to the assumed 2007 Interlocal Agreement TIF Revenues for such Fiscal Year. "OMNI CRA" means the Community Redevelopment Agency for the Omni Community Redevelopment District, as amended, created pursuant to Resolution No. 86-868 of the City and Ordinance No. 87-47 of the County. "Parity Obligations" means obligations of the Agency, other than Bonds, and other obligations issued or incurred as permitted hereunder and secured by a lien on the Pledged Tax Increment Revenues on parity with the lien thereon securing the Bonds as provided herein. "Paying Agent" means Regions Bank, Jacksonville, Florida and its successors and assigns. "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity. City of Miami Page 7 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 "Pledged Revenues" means Pledged Tax Increment Revenues and amounts held in the funds and accounts established by this Resolution, except that (i) amounts held in the Rebate Account shall be used solely for the purposes provided in this Resolution and (ii) amounts in the subaccounts in the Reserve Account and Construction Fund shall secure only the Series of Bonds for which it was established in accordance with the provisions hereof. "Pledged Tax Increment Revenues" means Tax Increment Revenues, excluding for all purposes the 2007 Interlocal Agreement TIF Revenues, the Gran Central Designated Area TIF Revenues, the Children's Tax Increment Revenues, 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 Section 7.01 of the Master 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) this Resolution is supplemented to expressly pledge the Tax Increment Revenues generated within such additional areas to the payment of the Bonds. "Redevelopment Act" means the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended. "Redevelopment Trust Fund" means the Southeast Overtown/Park West Community Redevelopment Trust Fund authorized by the Interlocal Agreement and established by Ordinance No. 82-115, enacted by the County Commissioners on December 21, 1982, Ordinance No. 9590, enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, into which Tax Increment Revenues are deposited for repayment of debt service on the Bonds and authorized uses. "Refunded Bonds" means all or a portion of the Agency's outstanding Tax Increment Revenue Bonds, Series 2014A. "Registrar" means Regions Bank, Jacksonville, Florida and its successors and assigns. "Reserve Requirement" means, with respect to the Composite Reserve Subaccount, the Composite Reserve Requirement and with respect to each Series of Bonds issued hereunder that is not secured by the Composite Reserve Subaccount, the amount of money, if any, or available amount of a Reserve Product, if any, or a combination thereof, required by Supplemental Resolution adopted or otherwise designated by the Agency prior to the issuance of such Series of Bonds to be maintained in the subaccount in the Reserve Account with respect to such Series of Bonds pursuant to Section 13 hereof. City of Miami Page 8 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 "Series 2014 Bonds" means any unrefunded portion of the Agency's Tax Increment Revenue Bonds, Series 2014A. "Series 2024 Bonds" means the Agency's Tax Increment Revenue Bonds, Series 2024 authorized to be issued herein, in one or more series. "State" means the State of Florida. "Tax Increment Revenue Bond Fund" means the fund created pursuant to Section 7.02 of the Master Resolution. "Tax Increment Revenues" means the moneys deposited into the Redevelopment Trust Fund (including all amounts on deposit therein on the date of delivery of the Series 2024 Bonds) as required by Section 163.387, Florida Statutes, annually by taxing authorities levying ad valorem taxes in the Redevelopment Area. "2000 Interlocal Agreement" means the Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA. "2007 Interlocal Agreement" means the Interlocal Agreement dated December 31, 2007, among the City, the County and the OMNI CRA. "2007 Interlocal Agreement TIF Revenues" shall have the meaning given in the WHEREAS clauses herein. "2024 Redevelopment Projects" means the Projects within the Redevelopment Area more particularly described on Exhibit "A" attached, in each case to be financed in whole or in part with proceeds of the Series 2024 Bonds. "Underwriter" means Siebert Williams Shank & Co., LLC. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: The findings, declaration and determinations made by the City Commission and the County Commission defining the Redevelopment Area and approving the Redevelopment Plan are hereby adopted as findings, declarations and determinations of the Agency and are incorporated herein by reference. The Pledged Tax Increment Revenues are not currently pledged or encumbered in any manner, except to the payment of the Series 2014 Bonds and the Refunded Bonds. The existence of the slum and blighted areas in the Redevelopment Area and the shortage of affordable housing therein directly adversely affect the health, safety and welfare of the citizens and taxpayers therein and in the County. City of Miami Page 9 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 The deterioration and blight in the Redevelopment Area and the shortage of affordable housing are such that they cannot be remedied without intervention by the Agency to provide economic incentives to encourage redevelopment. It is necessary to provide economic incentives to not -for -profit businesses and/or to private for -profit businesses through grants of land and/ or money, which at the discretion of the Agency or its agent, may or may not be forgiven, to be applied to the 2024 Redevelopment Projects, in order to encourage the development of affordable housing and economic development in the Redevelopment Area through the construction of the 2024 Redevelopment Projects. The 2024 Redevelopment Projects will provide a substantial benefit to the citizens in the Redevelopment Area and the County and will serve a paramount public purpose with only incidental benefits accruing to the private developers receiving the grants of money to be applied to the 2024 Redevelopment Projects and to the affordable housing project to be included as part of the 2024 Redevelopment Projects. The rehabilitation and redevelopment of the Redevelopment Area is necessary and in the interest of the public health, safety, morals and welfare of the citizens within the Redevelopment Area and the County and in order to carry out such rehabilitation and redevelopment it is necessary and appropriate for the Agency to finance the 2024 Redevelopment Projects. It is necessary and in the best interests of the Agency to undertake or cause to be undertaken, the 2024 Redevelopment Projects and to issue the Series 2024 Bonds to finance the 2024 Redevelopment Projects, directly or through the issuance of grants to for -profit or not -for- profit businesses, to fund reserves for the Series 2024 Bonds, to refund the Refunded Bonds, to pay the City Obligation, if required, and to pay or reimburse the Agency for Costs of the 2024 Redevelopment Projects. The Agency is authorized under the Redevelopment Act to issue the Series 2024 Bonds to finance the undertaking of the 2024 Redevelopment Projects, to fund reserves for the Series 2024 Bonds, refund the Refunded Bonds, to pay the City Obligation, if required, and to pay or reimburse the Agency for Costs of the 2024 Redevelopment Projects. The 2024 Redevelopment Projects are undertakings of community redevelopment as described in the Redevelopment Act. The Series 2024 Bonds authorized and issued hereunder and under the Master Resolution shall be issued consistent with "community redevelopment" projects as defined in the Redevelopment Act. City of Miami Page 10 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 The estimated Pledged Revenues will be sufficient to pay the principal of and interest on the Series 2024 Bonds, as the same become due, and all other payments provided for in this Resolution. The principal of and interest on the Bonds to be issued pursuant to this Resolution and all other payments provided for in this Resolution will be secured solely by a pledge of, and will be payable from the Pledged Revenues, which the Agency has full power and authority to pledge in the mariner provided herein; and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the Agency, the County, the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation. The Agency has no taxing power. The Agency has provided notice of its intent to authorize the issuance of the Series 2024 Bonds in accordance with Section 163.346, Florida Statutes. SECTION 4. THIS RESOLUTION TO CONSTITUTE A CONTRACT. In consideration of the acceptance of the Series 2024 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Master Resolution shall be deemed to be and shall constitute a contract between the Agency and such Holders. The covenants and agreements herein set forth and in the Master Resolution to be performed by the Agency shall be for the equal benefit, protection and security of the legal Holders of any and all of the Series 2024 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Series 2024 Bonds over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF 2024 REDEVELOPMENT PROJECTS; AND ISSUANCE OF SERIES 2024 BONDS. The 2024 Redevelopment Projects and the payment of the Costs thereof from proceeds of the Series 2024 Bonds is hereby authorized. The 2024 Redevelopment Projects are "community redevelopment" projects and "undertakings" as defined in the Redevelopment Act. Subject and pursuant to the provisions hereof, the Series 2024 Bonds to be known as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2024" (or if such Series 2024 Bonds are issued in more than one series, or in a different calendar year, such other name and/ or series designation as the Chairwoman shall direct) are hereby authorized to be issued as tax-exempt or taxable in one or more series in the aggregate original principal amount of not to exceed $150,000,000 or such lesser amount as may be approved by the Chairwoman for the purpose of financing all or a portion of the Costs of the 2024 Redevelopment Projects, funding any reserves, refunding the Refunded Bonds, paying the City Obligation, if required, and paying the costs of issuance and expenses associated therewith. Notwithstanding anything herein to the contrary, based upon advice of the Financial Advisor to the Agency that it is in the best financial interest of the Agency, and the advice of Bond Counsel, the Agency may elect to issue any of the Series 2024 Bonds and/ or may combine City of Miami Page 11 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 such Bonds into one or more Series and may modify the name or designation of each series of such Bonds accordingly. The Series 2024 Bonds shall be dated as of the date of delivery of such Series 2024 Bonds to the Underwriter; shall be issued as fully registered Series 2024 Bonds; shall be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law, shall consist of such amounts of Serial Bonds and/or Term Bonds; maturing in such amounts and in such years not exceeding the maximum length permitted under the Redevelopment Act. The Series 2024 Bonds shall be numbered consecutively from one upward preceded by the letter "R" prefixed to the number. The Series 2024 Bonds shall not be issued as Variable Rate Bonds. The 2024 Redevelopment Projects are not the types of projects described in Section 163.370(3), Florida Statutes. SECTION 6. AUTHORIZATION OF REFUNDING. There is hereby authorized the refunding of the Refunded Bonds, subject to Section 21 hereof. SECTION 7. PROVISIONS FOR REDEMPTION. The Series 2024 Bonds shall be subject to redemption prior to their maturity, at the option of the Agency, at such times and in such mariner as shall be fixed by Section 14. SECTION 8. BOOK ENTRY SYSTEM. Notwithstanding any provision of this Resolution to the contrary, a book -entry system of registration is hereby authorized for the Series 2024 Bonds. So long as the Agency shall maintain a book -entry only system with respect to the Series 2024 Bonds, the following provisions shall apply: Upon initial issuance, the ownership of each such Series 2024 Bond shall be registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC. A blanket issuer letter of representations (the "BLoR") was entered into by the Agency with The Depository Trust Company ("DTC"). It is intended that the Series 2024 Bonds be registered so as to participate in a global book -entry system with DTC as set forth herein and in such BLoR. The terms and conditions of such BLoR shall govern the registration of the Series 2024 Bonds. The Series 2024 Bonds shall be initially issued in the form of a single fully registered Bond for each maturity of such Series. Upon initial issuance, the ownership of such Series 2024 Bonds shall be registered by the Registrar in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. So long as any Series 2024 Bond is registered in the name of DTC (or its nominee), the Agency, the Registrar and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of such Series 2024 Bonds registered in its name, and all payments with respect to the principal or redemption price of, if any, and interest on such Series 2024 Bond ("Payments") and all notices with respect to such Series 2024 Bond ("Notices") shall be made or given, as the case may be, to City of Miami Page 12 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 DTC. Transfers of Payments and delivery of Notices to DTC Participants shall be the responsibility of DTC and not of the Agency, subject to any statutory and regulatory requirements as may be in effect from time to time. Transfers of Payments and delivery of Notices to beneficial owners of the Series 2024 Bonds by DTC Participants shall be the responsibility of such participants, indirect participants and other nominees of such beneficial owners and not of the Agency, subject to any statutory and regulatory requirements as may be in effect from time to time. Upon (a) receipt by the Agency of written notice from DTC (i) to the effect that a continuation of the requirement that all of the Outstanding Series 2024 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2024 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, (b) termination, for any reason, of the agreement among the Agency, the Registrar and Paying Agent and DTC evidenced by the BLoR, or (c) determination by the Agency that such book -entry only system should be discontinued by the Agency, and compliance with the requirements of any agreement between the Agency and DTC with respect thereto, the Series 2024 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions hereof. In such event, the Agency shall issue and the Registrar shall authenticate, transfer and exchange Series 2024 Bonds consistent with the terms hereof, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book -entry only system is discontinued, the provisions set forth in the BLoR shall apply to the registration and transfer of the Series 2024 Bonds and to Payments and Notices with respect thereto. SECTION 9. APPLICATION OF PROVISIONS OF THE MASTER RESOLUTION. The Series 2024 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered to be issued under the authority of the Master Resolution, and shall be entitled to all the protection and security provided therein for the Bonds issued thereunder. The principal of and interest on the Series 2024 Bonds herein authorized shall be payable from the Debt Service Fund established in the Master Resolution on a parity with any other Bonds, and payments shall be made into such Debt Service Fund by the Agency in amounts fully sufficient to pay the principal of and interest on the Series 2024 Bonds herein authorized as such principal and interest become due. SECTION 10. APPLICATION OF SERIES 2024 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2024 Bonds shall be applied by the Agency simultaneously with the delivery of such Series 2024 Bonds to the purchaser thereof, as follows: City of Miami Page 13 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 A. The capitalized interest, if any, shall be deposited into the Debt Service Fund and shall be used only for the purpose of paying interest becoming due on the Series 2024 Bonds. B. The initial Reserve Requirement for such Series 2024 Bonds, as determined pursuant to Section 13.B., shall be deposited in the subaccount in the Reserve Account created pursuant to the Master Resolution for the benefit of the Series 2024 Bonds, and shall be used only for the purposes provided therefor. C. A sum as specified in the Escrow Deposit Agreement shall be deposited to the escrow account pursuant to the Escrow Deposit Agreement, if required. D. A sum specified in a certificate of the Executive Director of the Agency shall be paid to the City for satisfaction of the City Obligation, if the City Obligation has been issued and is outstanding prior to the delivery of the Series 2024 Bonds. E. Pursuant to Section 7.03 of the Master Resolution, there is hereby established a separate account in the Construction Fund (the "Series 2024 Bonds Account") for the 2024 Redevelopment Projects to be financed by the Series 2024 Bonds. A sum specified in a certificate of the Executive Director of the Agency shall be deposited into the Series 2024 Bonds Account of the Construction Fund. F. To the extent not paid by the original purchasers of the Series 2024 Bonds, the Agency shall pay all costs and expenses in connection with the issuance, sale and delivery of the Series 2024 Bonds. SECTION 11. BONDS NOT TO BE INDEBTEDNESS OF THE AGENCY. The Series 2024 Bonds shall not be or constitute general or moral obligations or indebtedness or a pledge of the faith and credit of the Agency, the City, the County, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be limited obligations of the Agency, payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, in the manner and to the extent herein provided. No Bondholder shall ever have the right directly or indirectly, to compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof or taxation in any form on any real or personal property to pay such Series 2024 Bonds or the interest or premium, if any, thereon or for the payment of any other amounts provided herein. The Agency has no taxing power. The Series 2024 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any other funds or property of the Agency, and no Bondholder shall be entitled to payment of such principal, interest and premium, if any, from any other funds of the Agency other than the Pledged Revenues, in the manner and to the extent herein provided. SECTION 12. PLEDGE OF REVENUES. 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 herein, and, as provided herein, the Agency does hereby irrevocably pledge such Pledged Revenues, all City of Miami Page 14 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 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 herein and for all other payments as provided herein. 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 the unrefunded portion of the Series 2014 Bonds, and any Parity Obligations issued or incurred as provided in Section 10.02 of Master Resolution. SECTION 13. RESERVE ACCOUNT. A. Reserve Account. Pursuant to the Master Resolution, the Agency is authorized to establish a separate account within the Reserve Account for the benefit of the Series 2024 Bonds. The Agency hereby elects to establish such account and on the date of issuance of the Series 2024 Bonds there shall be on deposit therein the Reserve Requirement for the Series 2024 Bonds. B. Delegation of Reserve Requirement. Subject to parameters set forth in this Section, the Agency hereby authorizes the Executive Director to determine the Reserve Requirement for the Series 2024 Bonds, in consultation with the Financial Advisor. The Reserve Requirement for the Series 2024 Bonds shall not exceed an amount which equals the lesser of (i) the Maximum Annual Debt Service on the Series 2024 Bonds occurring in any year, (ii) 125% of the average Debt Service Requirement on the Series 2024 Bonds, and (iii) 10% of the aggregate stated original principal amount of the Series 2024 Bonds; provided however, that the Reserve Requirement for the Series 2024 Bond could be zero. The Executive Director shall execute a certificate dated the date of delivery of the Series 2024 Bonds certifying the Reserve Requirement for the Series 2024 Bonds. SECTION 14. DELEGATION OF AWARD OF SERIES 2024 BONDS. Subject to full satisfaction of the conditions set forth in this Section, the Board of the Agency hereby authorizes a delegated negotiated sale of the Series 2024 Bonds to the Underwriter in accordance with the terms of the Bond Purchase Agreement to be dated the date of sale and to be substantially in the form attached hereto as Exhibit "B", with such changes, amendments, modifications, omissions and additions thereto as shall be approved by the Executive Director in accordance with the provisions of this Section (including, without limitation, making the final determination concerning the structuring and marketing of the Series 2024 Bonds to obtain the most favorable rating and interest rate on the Series 2024 Bonds), including the determination of issuing the Series 2024 Bonds in one or more series and designating the Series 2024 Bonds as tax-exempt or taxable, and the execution and delivery of the Bond Purchase Agreement by the Executive Director shall be deemed conclusive evidence of the approval of such changes and the full and complete satisfaction of the conditions set forth in this Section. Notwithstanding the foregoing, the Bond Purchase Agreement shall not be executed by the Executive Director until such time as all of the following conditions have been satisfied: City of Miami Page 15 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 1. Receipt by the Executive Director of a written offer to purchase the Series 2024 Bonds by the Underwriter substantially in the form of the Bond Purchase Agreement, said offer to provide for, among other things, (i) the issuance of not exceeding $150,000,000 aggregate principal amount of Series 2024 Bonds, (ii) an underwriting discount (including management fee and all expenses) not in excess of $5.00 per bond, (iii) a true interest cost of not more than 5.50% per annum with respect to the Series 2024 Bonds, (iv) the maturities of the Series 2024 Bonds with the final maturity no later than March 1, 2042, and (v) a debt service savings of 3.00%, if it is determined to issue the Refunded Bonds. 2. The Series 2024 Bonds shall be subject to such optional and mandatory redemption provisions as provided in the Bond Purchase Agreement. 3. Receipt by the Executive Director from the Underwriter of a disclosure statement and truth -in -bonding information complying with Section 218.385, Florida Statutes and substantially in the form attached to the Bond Purchase Agreement. Upon satisfaction of the conditions set forth in this Section, the Executive Director is hereby authorized to execute and deliver the Series 2024 Bonds and any other documents, agreements or certificates relating to the Series 2024 Bonds, and are further authorized and directed to prepare and furnish to the purchasers of the Series 2024 Bonds, when the Series 2024 Bonds are issued, certified copies of all the proceedings and records of the Agency relating to the Series 2024 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Series 2024 Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Agency as to the truth of all statements contained therein. SECTION 15. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The Executive Director, Bond Counsel, Disclosure Counsel and the Agency's Financial Advisor are hereby authorized to prepare and to disseminate (or cause to be prepared and disseminated) copies of a "Preliminary Official Statement" in substantially the form attached hereto as "C" and are also authorized to prepare and disseminate a final official statement after execution of the Bond Purchase Agreement. At closing, the appropriate officers of the Agency are authorized and directed to furnish a certificate to the effect that the Preliminary Official Statement and Official Statement did not as of their dates and do not contain any untrue statement or omission of a material fact. The Executive Director and the Finance Officer are authorized to deem final the Preliminary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission. The Agency hereby authorizes the preparation of a final Official Statement relating to the Series 2024 Bonds, which shall be in the form of the Preliminary Official Statement with such changes, alterations and corrections therein as may be approved by the officials of the Agency executing the same, such approval to be conclusively established by such execution, City of Miami Page 16 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 and the Executive Director and the Finance Director are hereby authorized and directed for and in the name of the Agency to execute and deliver the final Official Statement, as hereby approved. SECTION 16. CONTINUING DISCLOSURE. The Agency hereby covenants and agrees that in order to provide for compliance by the Agency with secondary market disclosure requirements of the Rule, that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement, in substantially the form attached hereto as Exhibit "D", to be executed by the Agency and dated the date of the issuance and delivery of the Series 2024 Bonds, as it may be amended from time to time in accordance with the terms thereof. Notwithstanding any other provisions of this Resolution, failure of the Agency to comply with such Continuing Disclosure Agreement shall not be considered an event of default; however, any Bondholder may take action as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its obligations under this Section. SECTION 17. APPOINTMENT OF REGISTRAR, PAYING AGENT AND FISCAL AGENT. Regions Bank, Jacksonville, Florida is hereby appointed as Registrar, Paying Agent and Fiscal Agent for the Series 2024 Bonds. The Executive Director and the Clerk of the Board of the Agency are hereby authorized to enter into any agreements with such Registrar , Paying Agent, or Fiscal Agent which may be necessary to reflect the obligation of such Registrar, Paying Agent or Fiscal Agent to accept and perform the respective duties imposed upon each and to effectuate the transactions contemplated, by this Resolution and the Master Resolution. SECTION 18. APPOINTMENT OF ESCROW AGENT AND APPROVAL OF ESCROW DEPOSIT AGREEMENT. Regions Bank, Jacksonville, Florida is hereby appointed as Escrow Agent for the Refunded Bonds. Simultaneously with the delivery of the Series 2024 Bonds to the initial purchasers, if it is determined to refinance the Refunded Bonds, the Agency shall enter into the Escrow Deposit Agreement, in the form attached hereto as Exhibit "E". The Executive Director and the Clerk of the Board of the Agency are hereby authorized to enter into any agreements with such Escrow Agent, which may be necessary to reflect the obligation of such Escrow Agent to accept and perform the respective duties imposed upon it and to effectuate the transactions contemplated by this Resolution and the Master Resolution. SECTION 19. APPOINTMENT OF VERIFICATION AGENT. Robert Thomas CPA is hereby appointed to serve as verification agent with respect to the refunding of the Refunded Bonds. SECTION 20. TRANSFER OF FUNDS. Moneys in the various funds and accounts created under the resolution authorizing the Refunded Bonds shall be transferred as provided by a certificate to be executed by the Executive Director and the Finance Officer. SECTION 21. REDEMPTION OF REFUNDED BONDS. The Executive Director is hereby authorized to select the Refunded Bonds to be refunded with the proceeds of the Series City of Miami Page 17 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 2024 Bonds and is hereby authorized to call such Refunded Bonds in accordance with the [Plan of Finance,] as described in the Preliminary Official Statement. The Paying Agent for the Refunded Bonds is hereby authorized to provide written notice of such redemption to the registered owners of such Refunded Bonds and to any Bondholder whose name and address are on file with the Paying Agent. The Escrow Agent is hereby authorized and directed to publish the notices of defeasance and redemption, if required. The Executive Director is hereby authorized to direct the investment of funds held under the Escrow Deposit Agreement. The Executive Director, Bond Counsel and/or Escrow Agent to the extent necessary to accomplish the defeasance and refunding of the Refunded Bonds are authorized to (i) subscribe for United States Treasury Obligations — State and Local Government Series ("SLGS"), (ii) arrange for the purchase, from funds available for such purpose pursuant to the terms hereof, of Refunding Securities, or (iii) gross fund the escrow account and hold such moneys in cash. In the event the Executive Director determines to invest amounts held under the Escrow Deposit Agreement in Refunding Securities (other than SLGS), the Executive Director is hereby authorized to appoint a bidding agent to conduct a bid process for the purchase of such securities. SECTION 22. INSURER PROVISIONS. A. Delegation of Insurer. In order to obtain the most favorable premiums on a Bond Insurance Policy, the Executive Director, in consultation with the Financial Advisor, is hereby authorized to negotiate with interested Bond Insurers and the Executive Director is authorized to accept, execute and deliver the commitment of whichever Insurer provides the terms and provisions which, after consultation with the Agency's Financial Advisor, is in the best interest of the Agency. The Executive Director can designate all, some or none of the Series 2024 Bonds to be insured. The Executive Director is hereby authorized to execute such agreements containing the provisions of the Bond Insurance Policy. The Agency further authorizes application of Series 2024 Bond proceeds to payment of the premium for the Bond Insurance Policy. A statement of insurance is authorized to be printed on the Series 2024 Bonds for the benefit and information of the Bondholders. B. Delegation of Reserve Account Insurance Policy. If determined to be the most economical or prudent structure, the Executive Director, in consultation with the Financial Advisor, is hereby authorized to solicit bids from interested providers of Reserve Account Insurance Policies, in order to obtain the most favorable premiums on a Reserve Account Insurance Policy, and the Executive Director is authorized to accept, execute and deliver the commitment of whichever provider of the Reserve Account Insurance Policy provides the terms and provisions which, after consultation with the Agency's Financial Advisor, is in the best interest of the Agency. A Reserve Account Insurance Policy for the Series 2024 Bonds, together with other amounts or other credit instruments on deposit therein, equal to the Reserve Requirement for the Series 2024 Bonds is hereby authorized to be purchased from the selected provider of the Reserve Account Insurance Policy and payment for such Reserve Account City of Miami Page 18 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 File ID: 16829 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT Enactment Number: CRA-R-24-0067 Insurance Policy is hereby authorized from Series 2024 Bond proceeds. In furtherance thereof, the Agency is hereby authorized to enter into a Financial Guaranty Agreement for the Series 2024 Bonds (the "Guaranty Agreement") with such provider of the Reserve Account Insurance Policy and the Executive Director is hereby authorized to execute and deliver such Guaranty Agreement. SECTION 23. FURTHER AUTHORIZATIONS. The Chairwoman, the Executive Director, the Finance Officer, the Clerk of the Agency, the Attorney of the Agency or any other appropriate officers of the Agency are hereby authorized and directed to execute any and all certifications or other instruments or documents required by the Master Resolution, the Preliminary Official Statement, the final Official Statement, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Series 2024 Bonds and any such representation made therein by officers or representatives of the Agency shall be deemed to be made on behalf of the Agency. All action taken to date by the officers of the Agency in furtherance of the issuance of the Series 2024 Bonds is hereby approved, confirmed and ratified. SECTION 24. MODIFICATION OR AMENDMENT. This resolution may be amended and supplemented to the same extent as the Master Resolution. SECTION 25. CONFLICTS REPEALED. All resolutions in conflict or inconsistent with this Resolution are to the extent of such conflict or inconsistency hereby modified or repealed. SECTION 26. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: i$1 a ounsel 10/17/2024 City of Miami Page 19 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024 I SUBSTITUTED Southeast Overtown/Park West Community Redevelopment Agency Legislation File Number: 16829 CRA Resolution: CRA-R-24-0067 Final Action Date:10/2 024 A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMU Y REDEVELOPMENT AGENCY PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS OF THE AGENCY TO FINANCE OR REFINANCE THE ACQUISITION AND CONSTRUCTION OF COMMU REDEVELOPMENT PROJECTS IN THE REDEVELOPMENT AREA AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THE MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONN THEREWITH; PROVIDING FOR AND AUTHORIZING THE ISS TAX INCREMENT REVENUE BONDS, SERIES 2024 IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1 ISSUED IN ONE OR MORE SERIES, FOR THE PURPOS CERTAIN GRANTS TO BE USED FOR THE CONSTR REHABILITATION OF AFFORDABLE HOUSING, FIN CONSTRUCTION OF OTHER CAPITAL IMPROVE REDEVELOPMENT AREA, AND REFINANCING OBLIGATIONS; DELEGATING THE AWARD 0 2024 BONDS TO THE EXECUTIVE DIRECT FOR THE HOLDERS OF SUCH SERIES 20 OF A PRELIMINARY OFFICIAL STATEM EXECUTIVE DIRECTOR THE AUTHO PURPOSES AND APPROVE THE U PRELIMINARY OFFICIAL STATEM WITH RESPECT TO THE SERIE PAYING AGENT AND FISCAL APPOINTING A VERIFICATI COVENANTS AND AGREE THEREOF; PROVIDING THERETO; PROVIDIN DATE. Y SUCH OF; TION NCE OF ITS RIGINAL ,000,000, TO BE OF FINANCING ION OR CING THE NTS IN THE RTAIN OUTSTANDING HE SALE OF THE SERIES ; PROVIDING FOR SECURITY 4 BONDS; APPROVING THE FORM T AND DELEGATING TO THE Y TO DEEM FINAL FOR CERTAIN OF AND DISTRIBUTION OF THE T AND FINAL OFFICIAL STATEMENT 024 BONDS; APPOINTING A REGISTRAR, ENT; APPOINTING AN ESCROW AGENT; AGENT; PROVIDING CERTAIN OTHER NTS IN CONNECTION WITH THE ISSUANCE RTAIN OTHER DETAILS WITH RESPECT OR SEVERABILITY; AND PROVIDING AN EFFECTIVE WHEREAS, p uant to Part III, Chapter 163, Florida Statutes (the "Redevelopment Act"), there was cred by actions of Miami -Dade County, Florida (the "County") and the City of Miami, Florida i e "City") the Southeast Overtown/Park West Community Redevelopment Agency (the "A ncy") within the limits of the City; and WH - EAS, the Board of County Commissioners of the County (the "County Commiss .n") and the City Commission of the City (the "City Commission") have held all public earings and have accomplished all actions required to be taken under the Red • elopment Act in order to (i) designate the site of the Projects as a slum or blighted area u er the Redevelopment Act (ii) adopt the community redevelopment plan for the site of the ojects, and (iii) create the hereinafter described Redevelopment Trust Fund; and City of Miami Page 1 of 25 File ID: 16829 (Revision:) Printed On: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 WHEREAS, the City and the County entered into an Interlocal Cooperation Agreement dated March 31, 1983, as amended, including, without limitation, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Amendment to 19 Interlocal Cooperation Agreement dated January 22, 2010 between the City, the County an. e Agency (collectively, the "Interlocal Agreement"), which provided for the exerc'.e of redevelopment powers by the City in the redevelopment area of the Age . y (the "Redevelopment Area"), the implementation of the community redevelopment p . for the Redevelopment Area (as modified from time to time, the "Redevelopmen lan"), the delegation by the County to the City of certain powers, and the use of tax incr: ent financing to pay the costs of the implementation of the Redevelopment Plan; and WHEREAS, pursuant to the Interlocal Agreement there was est.. ished in accordance with Ordinance No. 82-115 enacted by the County Commission .n December 21, 1982 ("Ordinance No. 82-115"), Ordinance No. 9590 enacted by the City C► mission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on ly 18, 1985, the Southeast Overtown/Park West Community Redevelopment Trust Fu (the "Redevelopment Trust Fund"); and WHEREAS, pursuant to Section 4 of Ordin twentieth year after the date of sale of the initial bon thereafter, the County's annual appropriation of tax Trust Fund shall not exceed the amount which is e No. 82-115, beginning with the g or indebtedness and in every year crement revenues to the Redevelopment osited in the nineteenth year; and WHEREAS, pursuant to an Interloc. Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the NI CRA (as defined herein) and the City (the "Children's Trust Fund Interlocal Agre: ent"), the Agency agreed that the Children's Tax Increment Revenues (as defined her ) would be used for debt service on, and other obligations relating to, existing debt •f the Agency only after all other available Tax Increment Revenues have been exhausted for .uch purpose; and WHEREAS, because t Series 2024 Bonds issued hereunder will be issued after the date of the Children's Trust Fun. nterlocal Agreement, the Children's Tax Increment Revenues shall be excluded from the Ple..ed Tax Increment Revenues described herein; and WHEREAS, .. rsuant to Section 5.e of the Interlocal Agreement dated December 31, 2007 among the .ency, the City, the County and the OMNI CRA, as amended (the "2007 Interlocal Agree ► ent"), for fiscal year 2017 through 2030, the Agency may not budget in excess of 50% of th• ax increment revenues collected from certain projects described in the 2007 Interlocal reement and must return 45% of tax increment revenues collected from such projects t. ' he taxing authorities which paid such revenues into the Redevelopment Trust Fund, howev:, the City has agreed to return its portion back to the Agency for the development of affor able housing by the Agency (the "2007 Interlocal Agreement TIF Revenues"); and WHEREAS, the 2007 Interlocal Agreement TIF Revenues shall be excluded from the ledged Tax Increment Revenues described herein; and City of Miami Page 2 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 WHEREAS, pursuant to the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation (the "Gran Central Loan Agreement"), the City has agreed to utilize Tax Increment Revenues generated from the Designated Area (as here defined) (the "Gran Central Designated Area TIF Revenues") for certain obligations descr ,ed therein and that do not include debt service on the Series 2024 Bonds (hereinafter defined d WHEREAS, the Gran Central Designated Area TIF Revenues shall be exclude from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to an Interlocal Cooperation Agreement date ' March 1, 2000 among the City, the Agency and the OMNI CRA (the "2000 Interlocal . reement"), it was agreed that the City, at the request of the Agency, shall be the fiduciary f • the Agency and the Agency was designated as the exclusive party responsible for the - anning, development, program management, technical assistance, coordination, project inistration, monitoring and other services required for the completion of the projects with' ► he Redevelopment Area of the Agency; and WHEREAS, the Agency has requested in accordance ith the 2000 Interlocal Agreement that the City serve as the fiduciary to the Agency; and WHEREAS, pursuant to the Interlocal Agree nt between the Agency, the City and the South Florida Regional Transportation Agency data. November 8, 2016 (the "SFRTA Interlocal Agreement"), the City is expected to issue Ci ; Debt secured by Tax Increment Revenues generated in the Redevelopment Area (or su'. other security agreed to by the City and the Agency), upon the occurrence of certain contions; and WHEREAS, the City Debt may b ' paid from the proceeds of the Series 2024 Bonds; and WHEREAS, the Agency ha . greed to utilize Tax Increment Revenues generated from certain designated areas for ce in obligations described herein and such Tax Increment Revenues will not be available .r debt service on the Series 2024 Bonds; and WHEREAS, the A • ncy desires to issue its Tax Increment Revenue Bonds, Series 2024 (the "Series 2024 Bonds" o finance the construction of the 2024 Redevelopment Projects which undertaking may be . omplished through grants to for -profit and/or not -for -profit businesses, to refund all or a p ' tion of the outstanding Series 2014 Bonds, to fund reserves for the Series 2024 Bonds, to p, the City Obligation, if required, and to pay costs of issuance of the Series 2024 Bonds. OW, THEREFORE, BE IT RESOLVED BY THE SOUTHEAST OVERTOWN/PARK WE COMMUNITY REDEVELOPMENT AGENCY, that: City of Miami Page 3 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Constitution of the State of Florida, the Redevelopment Act, the Interlocal Agreement, the Master Resolution, and other applicable provisions of law. SECTION 2. DEFINITIONS. All capitalized undefined terms shall have the .ame meaning as set forth in the Master Resolution. Capitalized terms in the WHEREAS cla • s shall have the meanings used therein, and unless the context otherwise requires, terms • d herein shall have the meanings specified below: "Additional Bonds" means additional obligations issued in compliancwith the terms, conditions and limitations contained herein which will have an equal 1. , on the Pledged Revenues with the Series 2024 Bonds and the Series 2014 Bonds, to the ext: t provided herein. "Agency" means the Southeast Overtown/Park West Co ► munity Redevelopment Agency and any governmental entity as successor thereto that . ssumed the duties of the Agency hereunder. "Bond Counsel" means Bryant Miller Olive P.A., B. d Counsel, or any other counsel designated by the Agency and experienced in matters rel mg to the validity of and exclusion from federal income taxation of interest on, obligations • ' states and their political subdivisions. "Bond Purchase Agreement" means the Bo and the Underwriter in connection with the sale sale of the Series 2024 Bonds. Purchase Agreement between the Agency the Series 2024 Bonds and dated the date of "Bond Year" means the annual pe ' .d beginning on the second day of March of each year and ending on the first day of Mar ► of the following year. "Bonds" means (i) the unre ded portion of the Series 2014 Bonds, (ii) the Series 2024 Bonds, and (iii) any Additional Bo' ds issued pursuant to Article X of Master Resolution. "Bondholder," "Regis ed Owner," "Holder" and "Owner" mean the registered owner (or its authorized represent ive) of a Bond. "Business Day" eans any day other than (i) a Saturday or Sunday, (ii) any day on which the offices of e Agency, Paying Agent, Bond Insurer or Registrar are closed, or (iii) any day on which b . ing institutions are authorized or required by law, executive order or governmental d ree to be closed in the City of New York or the State. "Chwoman" means the Chairwoman of the Agency, or in her absence or unavaila ty or inability to perform, the Vice Chairman of the Agency. "Children's Trust Fund Interlocal Agreement" means the Interlocal Agreement dated st 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA and the City. City of Miami Page 4 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 "Children's Tax Increment Revenues" means the portion of the Tax Increment Revenues derived from the imposition of a half -mil tax levied by the Children's Trust District against real property located within the Redevelopment Area. "Children's Trust District" means The Children's Trust, Miami -Dade Coun r , an independent special taxing district created by Miami -Dade County pursuant to Section 5.901, Florida Statutes. "City" means the City of Miami, Florida. "City Debt" means the (i) City of Miami, Florida Special Obligatio on -Ad Valorem Revenue Bonds to be issued by the City pursuant to the SFRTA Interloc. Agreement, or (ii) a loan from the City to the Agency for payment of the obligations und: the SFRTA Interlocal Agreement. "City Obligation" means the debt service payable to the Revenues (or such other security agreed to by the City and th City Debt. y secured by Tax Increment gency) for the payment of the "City Commission" means the City Commission • the City of Miami. "Code" means the Internal Revenue corresponding provisions of any future laws of income taxation, and except as otherwise prov includes interpretations thereof contained Department of Treasury (including appl. proposed regulations), the applicable published Revenue Rulings and priva "County" means Miami-D Co. of 1986, as amended, and applicable United States of America relating to federal ed herein or required by the context thereof, set forth in the applicable regulations of the ble final regulations, temporary regulations and lings of the Internal Revenue Service (including letter rulings), and applicable court rulings. e County, Florida. "County Commissioneans the Board of County Commissioners of the County. "Designated Port of the Redevelopment Area" means the area generally bounded by the Metrorail on the w t, Northwest First Street on the south, Miami Avenue on the east, and Northwest Fifth St et on the north, which was added to the Redevelopment Area by Resolution No. R-..-86 adopted by the County on January 21, 1986. "Dow own Retail TIF Obligation" means the obligation of the Agency pursuant to the Block 55 De elopment Agreement dated as of October 1, 2018, as amended, by and between the Agency d Downtown Retail Associates LLC (the "Downtown Developer"), to make payme ' s to the Downtown Developer equal to 70% of the tax incremental tax revenues rece. d by the Agency with respect to the improvements on the property minus certain d • '. ctions. City of Miami Page 5 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Escrow Agent" means Regions Bank, Jacksonville, Florida and its successors or assi "Escrow Deposit Agreement" means the escrow deposit agreement between the ' gency and the Escrow Agent. "Executive Director" means the officer of the Agency who is performin the Executive Director of the Agency. e duties of "Finance Officer" means the Finance Officer of the Agency who is pforming the duties and functions of a finance officer for the Agency. "Financial Advisor" means PFM Financial Advisors, LLC, or ,. y other financial advisor designated by the Agency and qualified to provide financial advi .ry services to governmental entities. "Gibson Park Obligation" means the obligation . the Agency to pay to the City amounts relating to the Gibson Park improvements. "Gran Central Designated Area TIF Revenue- means the portion of the Tax Increment Revenues generated from the Designated Portio •f the Redevelopment Area and deposited into the Redevelopment Trust Fund and obligati4 by the City to be used to repay the obligation of the City under the Gran Central Loan Agre ent, if any. "Gran Central Loan Agreement" means the Gran Central Loan Agreement dated January 20, 1998 between the City and an Central Corporation, a Florida Corporation. "Grand Central TIF Obligon" means the obligation of the Agency pursuant to the First Amended and Restated Co nant dated as of February 1, 2021 by and between the Agency and Grand Central Holdings, C (the "Grand Central Developer"), to make payments to the Grand Central Developer al to 65% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions. "Master Reso . tion" means Resolution No. CRA-R-12-0061 adopted on September 17, 2012, as amended . d supplemented from time to time, authorizing the issuance of Bonds. "Miam' orld Center TIF Obligation" means the obligation of the Agency pursuant to the Amend and Restated Miami WorldCenter Economic Incentive Agreement dated as of February , 2017 among the Agency, Miami First, LLC, Miami Third, LLC, Miami Fourth, LLC, Miami : , LLC, Block G Phase I LLC, Block G Phase 2 LLC and Tower 2, LLC (collectively, the "Wor . Center Developers"), to make payments to the WorldCenter Developers equal to 57% of the ax incremental tax revenues received by the Agency with respect to the improvements on t • property minus certain deductions. City of Miami Page 6 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 "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 Fisc Year (a) if (i) the total assessed valuation of the taxable real property in the Redevelopment • ea used to determine the amount of Pledged Tax Increment Revenues to be received . the Agency in such Fiscal Year had been equal to the total assessed valuation of the tax .le real property in the Redevelopment Area determined in the most recent Property sessment Certification of the County Property Appraiser, or the total assessed valuation o .uch taxable real property after the final determination of all property assessment appeals . the property appraisal assessment board appointed under Florida law, whichever is most cent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment rust Fund used to determine the amount of the Pledged Tax Increment Revenues to be rec:' ed by the Agency in such Fiscal Year had such millage rates been reduced or rolled-b k, in accordance with applicable law then in effect, to reflect the increase in the assessed v. uation of the taxable real property in the Redevelopment Area set forth in clause (i) abov , or the actual millage rates adopted by such taxing authorities subsequent to the mo recent Property Assessment Certification referred to above, if then available; provided, owever, that such Pledged Tax Increment Revenues determined in accordance with claus i) and (ii) above shall be pro -rated for a partial year assessment, if applicable, and (b) wi Tax Increment Revenues received by the Agency in assuming that the provisions of 5.e of the 2007 Inter 5.e of the 2007 Interlocal Agreement provides at Agency may not budget in excess of 50% of projects described in the 2007 Interlocal Ag revenues collected from such projects to the Redevelopment Trust Fund as prov portion back to the Agency for the de Interlocal Agreement TIF Revenue )), Pledged Tax Increment Revenue equal to the assumed 2007 Inte espect to the amount of the Pledged eh Fiscal Year prior to Fiscal Year 2017, cal Agreement were then in effect (Section for Fiscal Years 2017 through 2030, the tax increment revenues collected from certain ment and must return 45% of the tax increment e taxing authorities which paid such revenues into ed therein, however the City has agreed to return its opment of affordable housing by the Agency (the "2007 thereby resulting in a reduction in the amount of the eceived by the Agency in each such Fiscal Year in an amount ocal Agreement TIF Revenues for such Fiscal Year. "OMNI CRA" me. - the Community Redevelopment Agency for the Omni Community Redevelopment District : s amended, created pursuant to Resolution No. 86-868 of the City and Ordinance No. 87-47 • the County. "Parity O ' igations" means obligations of the Agency, other than Bonds, and other obligations iss d or incurred as permitted hereunder and secured by a lien on the Pledged Tax Increment R enues on parity with the lien thereon securing the Bonds as provided herein. assign ying Agent" means Regions Bank, Jacksonville, Florida and its successors and "Person" means an individual, a corporation, a partnership, an association, a joint stock mpany, a trust, any unincorporated organization or governmental entity. City of Miami Page 7 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 "Pledged Revenues" means Pledged Tax Increment Revenues and amounts held in the funds and accounts established by this Resolution, except that (i) amounts held in the Rebate Account shall be used solely for the purposes provided in this Resolution and (ii) amounts the subaccounts in the Reserve Account and Construction Fund shall secure only the Seri of Bonds for which it was established in accordance with the provisions hereof. "Pledged Tax Increment Revenues" means Tax Increment Revenues, exclu. ' g for all purposes the 2007 Interlocal Agreement TIF Revenues, the Gran Central Designa - d Area TIF Revenues, the Children's Tax Increment Revenues, the Miami World Center ' Obligation, Downtown Retail Obligation, the Grand Central TIF Obligation, the City Obliion, the Gibson Park Obligation, and those revenues specifically excluded in the Redeye .pment Act, all as more particularly set forth in Section 7.01 of the Master Resolution; provi► •d, however, that the tax increment revenues generated within any additional areas designa ' : to be included within the Redevelopment Area of the Agency and designated by the Cou y and City to be slum or blighted areas within the meaning of the Redevelopment Act shnot constitute Pledged Tax Increment Revenues hereunder and shall not be subject to the edge and lien created by this Resolution, unless (a) the Redevelopment Plan is amended to ' clude such additional areas, and tax increment revenues generated within such additional a as are required under the Act to be deposited in the Redevelopment Trust Fund and (b) is Resolution is supplemented to expressly pledge the Tax Increment Revenues generd within such additional areas to the payment of the Bonds. "Redevelopment Act" means the Comm ity Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended. "Redevelopment Trust Fund" m.. s the Southeast Overtown/Park West Community Redevelopment Trust Fund authori ' : by the Interlocal Agreement and established by Ordinance No. 82-115, enacted by the ounty Commissioners on December 21, 1982, Ordinance No. 9590, enacted by the City Co ission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 1 , 1985, into which Tax Increment Revenues are deposited for repayment of debt service on e Bonds and authorized uses. "Refunded Bonds" means all or a portion of the Agency's outstanding Tax Increment Revenue Bonds, Series d 14A. "Registrar" eans Regions Bank, Jacksonville, Florida and its successors and assigns. "Reser Requirement" means, with respect to the Composite Reserve Subaccount, the Composite serve Requirement and with respect to each Series of Bonds issued hereunder that is not sec . ed by the Composite Reserve Subaccount, the amount of money, if any, or available amoun of a Reserve Product, if any, or a combination thereof, required by Supplemental Reso . ion adopted or otherwise designated by the Agency prior to the issuance of such Series of ' ends to be maintained in the subaccount in the Reserve Account with respect to such Series Bonds pursuant to Section 13 hereof. City of Miami Page 8 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 "Series 2014 Bonds" means any unrefunded portion of the Agency's Tax Increment Revenue Bonds, Series 2014A. "Series 2024 Bonds" means the Agency's Tax Increment Revenue Bonds, Series authorized to be issued herein, in one or more series. "State" means the State of Florida. "Tax Increment Revenue Bond Fund" means the fund created pursuant . Section 7.02 of the Master Resolution. "Tax Increment Revenues" means the moneys deposited into the development Trust Fund (including all amounts on deposit therein on the date of delivery o e Series 2024 Bonds) as required by Section 163.387, Florida Statutes, annually by tax _ authorities levying ad valorem taxes in the Redevelopment Area. "2000 Interlocal Agreement" means the Interlocal Coop ation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA. "2007 Interlocal Agreement" means the Interloca Agreement dated December 31, 2007, among the City, the County and the OMNI CRA. "2007 Interlocal Agreement TIF Reven WHEREAS clauses herein. "2024 Redevelopment Projects" m more particularly described on Exhibit " part with proceeds of the Series 2024 B • ds. // shall have the meaning given in the s the Projects within the Redevelopment Area attached, in each case to be financed in whole or in "Underwriter" means Sieb Williams Shank & Co., LLC. SECTION 3. FINDI S. It is hereby ascertained, determined and declared that: The findin the County C Redevelopme the Agency declaration and determinations made by the City Commission and mission defining the Redevelopment Area and approving the Plan are hereby adopted as findings, declarations and determinations of d are incorporated herein by reference. e Pledged Tax Increment Revenues are not currently pledged or encumbered in an manner, except to the payment of the Series 2014 Bonds and the Refunded Bonds. The existence of the slum and blighted areas in the Redevelopment Area and the hortage of affordable housing therein directly adversely affect the health, safety and welfare of the citizens and taxpayers therein and in the County. City of Miami Page 9 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 The deterioration and blight in the Redevelopment Area and the shortage of affordable housing are such that they cannot be remedied without intervention by the Agency to provide economic incentives to encourage redevelopment. It is necessary to provide economic incentives to not -for -profit businesses . d/or to private for -profit businesses through grants of land and/ or money, whi , at the discretion of the Agency or its agent, may or may not be forgiven, to be aped to the 2024 Redevelopment Projects, in order to encourage the development . affordable housing and economic development in the Redevelopment Arethrough the construction of the 2024 Redevelopment Projects. The 2024 Redevelopment Projects will provide a subs citizens in the Redevelopment Area and the County and will s purpose with only incidental benefits accruing to the privat grants of money to be applied to the 2024 Redevelopment housing project to be included as part of the 2024 Redeye .pment Projects. tial benefit to the e a paramount public developers receiving the ojects and to the affordable The rehabilitation and redevelopment of th edevelopment Area is necessary and in the interest of the public health, safety, mo s and welfare of the citizens within the Redevelopment Area and the County and order to carry out such rehabilitation and redevelopment it is necessary and appr• .riate for the Agency to finance the 2024 Redevelopment Projects. It is necessary and in the best ' • rests of the Agency to undertake or cause to be undertaken, the 2024 Redevelopme ► Projects and to issue the Series 2024 Bonds to finance the 2024 Redevelopment ojects, directly or through the issuance of grants to for -profit or not -for- profit bus esses, to fund reserves for the Series 2024 Bonds, to refund the Refunded Bonds, o pay the City Obligation, if required, and to pay or reimburse the Agency for is of the 2024 Redevelopment Projects. The Agency is thorized under the Redevelopment Act to issue the Series 2024 Bonds to finance the . ndertaking of the 2024 Redevelopment Projects, to fund reserves for the Series 2024 : onds, refund the Refunded Bonds, to pay the City Obligation, if required, and t. pay or reimburse the Agency for Costs of the 2024 Redevelopment Projects. T 2024 Redevelopment Projects are undertakings of community redeye .ment as described in the Redevelopment Act. The Series 2024 Bonds authorized and issued hereunder and under the Master solution shall be issued consistent with "community redevelopment" projects as defined in the Redevelopment Act. City of Miami Page 10 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 The estimated Pledged Revenues will be sufficient to pay the principal of and interest on the Series 2024 Bonds, as the same become due, and all other payments provided for in this Resolution. The principal of and interest on the Bonds to be issued pursuant t• this Resolution and all other payments provided for in this Resolution will be secur: 4 solely by a pledge of, and will be payable from the Pledged Revenues, which the A ency has full power and authority to pledge in the mariner provided herein; and all not be deemed to constitute a general or moral indebtedness or a pledge of the . ith and credit of the Agency, the County, the City, the State or any other political s . division thereof within the meaning of any constitutional, legislative or charter pro sion or limitation. The Agency has no taxing power. The Agency has provided notice of its intent to au Series 2024 Bonds in accordance with Section 163.346, Flori SECTION 4. THIS RESOLUTION TO CONST consideration of the acceptance of the Series 2024 Bonds au those who shall hold the same from time to time, this shall be deemed to be and shall constitute a contract The covenants and agreements herein set forth and i the Agency shall be for the equal benefit, protectio all of the Series 2024 Bonds, all of which shall b or distinction of any of the Series 2024 Bo provided therein and herein. rize the issuance of the Statutes. TE A CONTRACT. In orized to be issued hereunder by solution and the Master Resolution tween the Agency and such Holders. e Master Resolution to be performed by nd security of the legal Holders of any and f equal rank and without preference, priority s over any other thereof, except as expressly SECTION 5. AUTHORIZATI OF 2024 REDEVELOPMENT PROJECTS; AND ISSUANCE OF SERIES 2024 BON 1 : The 2024 Redevelopment Projects and the payment of the Costs thereof from proceeds the Series 2024 Bonds is hereby authorized. The 2024 Redevelopment Projects are " .mmunity redevelopment" projects and "undertakings" as defined in the Redevelopmen • ct. Subject and pursu "Southeast Overtown/P Bonds, Series 2024" different calendar direct) are hereb aggregate on be approve 2024 Red City O.. gation, if required, and paying the costs of issuance and expenses associated therewith. t to the provisions hereof, the Series 2024 Bonds to be known as the k West Community Redevelopment Agency Tax Increment Revenue r if such Series 2024 Bonds are issued in more than one series, or in a ar, such other name and/ or series designation as the Chairwoman shall authorized to be issued as tax-exempt or taxable in one or more series in the al principal amount of not to exceed $150,000,000 or such lesser amount as may y the Chairwoman for the purpose of financing all or a portion of the Costs of the elopment Projects, funding any reserves, refunding the Refunded Bonds, paying the Notwithstanding anything herein to the contrary, based upon advice of the Financial dvisor to the Agency that it is in the best financial interest of the Agency, and the advice of Bond Counsel, the Agency may elect to issue any of the Series 2024 Bonds and/ or may combine City of Miami Page 11 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 such Bonds into one or more Series and may modify the name or designation of each series of such Bonds accordingly. The Series 2024 Bonds shall be dated as of the date of delivery of such Series 2024 B. ds to the Underwriter; shall be issued as fully registered Series 2024 Bonds; shall be - such denominations and shall bear interest at a rate or rates not exceeding the maxi ' m rate permitted by law, shall consist of such amounts of Serial Bonds and/or Term Bonds; aturing in such amounts and in such years not exceeding the maximum length permit - d under the Redevelopment Act. The Series 2024 Bonds shall be numbered consecutively •m one upward preceded by the letter "R" prefixed to the number. The Series 2024 Bonds s . 1 not be issued as Variable Rate Bonds. The 2024 Redevelopment Projects are not the types of p 163.370(3), Florida Statutes. cts described in Section SECTION 6. AUTHORIZATION OF REFUNDIN There is hereby authorized the refunding of the Refunded Bonds, subject to Section 21 her. f. SECTION 7. PROVISIONS FOR REDEMP ON. The Series 2024 Bonds shall be subject to redemption prior to their maturity, at th option of the Agency, at such times and in such mariner as shall be fixed by Section 14. SECTION 8. BOOK ENTRY SYS M. Notwithstanding any provision of this Resolution to the contrary, a book -entry stem of registration is hereby authorized for the Series 2024 Bonds. So long as the Agen• i shall maintain a book -entry only system with respect to the Series 2024 Bonds, the followin..rovisions shall apply: Upon initial issuance, the • nership of each such Series 2024 Bond shall be registered in the registration books kept by ' e Registrar in the name of Cede, as nominee of DTC. A blanket issuer letter of representat' .ns (the "BLoR") was entered into by the Agency with The Depository Trust Comp. ("DTC"). It is intended that the Series 2024 Bonds be registered so as to participate in a gl.. al book -entry system with DTC as set forth herein and in such BLoR. The terms and cond The Series 2024 B each maturity o shall be regis such other Series 2 and Ser ons of such BLoR shall govern the registration of the Series 2024 Bonds. ds shall be initially issued in the form of a single fully registered Bond for such Series. Upon initial issuance, the ownership of such Series 2024 Bonds ed by the Registrar in the name of Cede & Co. (DTC's partnership nominee) or ame as may be requested by an authorized representative of DTC. So long as any 4 Bond is registered in the name of DTC (or its nominee), the Agency, the Registrar Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of such 2024 Bonds registered in its name, and all payments with respect to the principal or r•: emption price of, if any, and interest on such Series 2024 Bond ("Payments") and all notices ith respect to such Series 2024 Bond ("Notices") shall be made or given, as the case may be, to City of Miami Page 12 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 DTC. Transfers of Payments and delivery of Notices to DTC Participants shall be the responsibility of DTC and not of the Agency, subject to any statutory and regulatory requirements as may be in effect from time to time. Transfers of Payments and delivery Notices to beneficial owners of the Series 2024 Bonds by DTC Participants shall be he responsibility of such participants, indirect participants and other nominees of such be ficial owners and not of the Agency, subject to any statutory and regulatory requirements . may be in effect from time to time. Upon (a) receipt by the Agency of written notice from DTC (i) to t► effect that a continuation of the requirement that all of the Outstanding Series 2024 Bon.. be registered in the registration books kept by the Registrar in the name of Cede & Co., a ominee of DTC, is not in the best interest of the beneficial owners of the Series 2024 Bonds .r (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no su.. itute depository willing to undertake the functions of DTC hereunder can be found w ► ch is willing and able to undertake such functions upon reasonable and customary tos, (b) termination, for any reason, of the agreement among the Agency, the Registr. and Paying Agent and DTC evidenced by the BLoR, or (c) determination by the Agenc that such book -entry only system should be discontinued by the Agency, and compliance w i the requirements of any agreement between the Agency and DTC with respect thereto, t ► Series 2024 Bonds shall no longer be restricted to being registered in the registration boo • ept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be register in whatever name or names Holders shall designate, in accordance with the provisions h: eof. In such event, the Agency shall issue and the Registrar shall authenticate, transfer an. exchange Series 2024 Bonds consistent with the terms hereof, in denominations of $5,000 o' any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until su'. time as participation in the book -entry only system is discontinued, the provisions set fort the BLoR shall apply to the registration and transfer of the Series 2024 Bonds and to Paym is and Notices with respect thereto. SECTION 9. APPLIC: ION OF PROVISIONS OF THE MASTER RESOLUTION. The Series 2024 Bonds, her: I authorized, shall for all purposes (except as herein expressly provided) be considered t• se issued under the authority of the Master Resolution, and shall be entitled to all the prote on and security provided therein for the Bonds issued thereunder. The principof and interest on the Series 2024 Bonds herein authorized shall be payable from the Debt S ice Fund established in the Master Resolution on a parity with any other Bonds, and p ents shall be made into such Debt Service Fund by the Agency in amounts fully suffici • to pay the principal of and interest on the Series 2024 Bonds herein authorized as such prin.. al and interest become due. ECTION 10. APPLICATION OF SERIES 2024 BOND PROCEEDS. The proceeds, inc . ding accrued interest and premium, if any, received from the sale of any or all of the Series 4 Bonds shall be applied by the Agency simultaneously with the delivery of such Series 2024 onds to the purchaser thereof, as follows: City of Miami Page 13 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 A. The capitalized interest, if any, shall be deposited into the Debt Service Fund and shall be used only for the purpose of paying interest becoming due on the Series 2024 Bonds. B. The initial Reserve Requirement for such Series 2024 Bonds, as determi d pursuant to Section 13.B., shall be deposited in the subaccount in the Reserve Account c ated pursuant to the Master Resolution for the benefit of the Series 2024 Bonds, and shall , e used only for the purposes provided therefor. C. A sum as specified in the Escrow Deposit Agreement shall be d .osited to the escrow account pursuant to the Escrow Deposit Agreement, if required. D. A sum specified in a certificate of the Executive Director of e Agency shall be paid to the City for satisfaction of the City Obligation, if the City Obligathas been issued and is outstanding prior to the delivery of the Series 2024 Bonds. E. Pursuant to Section 7.03 of the Master Resolution, ere is hereby established a separate account in the Construction Fund (the "Series 2024 fonds Account") for the 2024 Redevelopment Projects to be financed by the Series 2024 Bo s. A sum specified in a certificate of the Executive Director of the Agency shall be deposited ' to the Series 2024 Bonds Account of the Construction Fund. F. To the extent not paid by the originpurchasers of the Series 2024 Bonds, the Agency shall pay all costs and expenses in connec ' .n with the issuance, sale and delivery of the Series 2024 Bonds. SECTION 11. BONDS NOT TO B . NDEBTEDNESS OF THE AGENCY. The Series 2024 Bonds shall not be or constitute gen: al or moral obligations or indebtedness or a pledge of the faith and credit of the Agency, e City, the County, the State or any other political subdivision thereof within the mea g of any constitutional, legislative or charter provision or limitation, but shall be limited ob gations of the Agency, payable solely from and secured by a lien upon and a pledge of Pledged Revenues, in the manner and to the extent herein provided. No Bondholder s ► $11 ever have the right directly or indirectly, to compel the exercise of the ad valorem taxing ower of the City, the County, the State or any political subdivision thereof or taxation in a ► form on any real or personal property to pay such Series 2024 Bonds or the interest or pr ium, if any, thereon or for the payment of any other amounts provided herein. The Age ► has no taxing power. The Series 2024 Bonds and the indebtedness evidenced there shall not constitute a lien upon any other funds or property of the Agency, and no Bond:. der shall be entitled to payment of such principal, interest and premium, if any, from any o er funds of the Agency other than the Pledged Revenues, in the manner and to the extent h: ein provided. SECTION 12. PLEDGE OF REVENUES. The payment of the principal of, premium, if a ;, and interest on the Series 2024 Bonds shall be secured forthwith equally and ratably by an revocable lien on the Pledged Revenues, all in the manner and to the extent provided herein, and, as provided herein, the Agency does hereby irrevocably pledge such Pledged Revenues, all City of Miami Page 14 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 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 herein and for all other payments as provided herein. The pledge and lien on Pledged Revenues securing the Series 2024 Bon shall be prior and superior to all other liens or encumbrances on the Pledged Reve es; provided, however, that the pledge of and lien on the Pledged Tax Increment Revenues all be on a parity with the pledge thereof and lien thereon securing the unrefunded portof the Series 2014 Bonds, and any Parity Obligations issued or incurred as provided in Sec .n 10.02 of Master Resolution. SECTION 13. RESERVE ACCOUNT. A. Reserve Account. Pursut to the Master Resolution, the Agency is authorized to establish a separate account within e Reserve Account for the benefit of the Series 2024 Bonds. The Agency hereby elects to est ish such account and on the date of issuance of the Series 2024 Bonds there shall be on osit therein the Reserve Requirement for the Series 2024 Bonds. B. Delegation of Reserve Requirement. Subject to pareters set forth in this Section, the Agency hereby authorizes the Executive Director to dete ine the Reserve Requirement for the Series 2024 Bonds, in consultation with the Financial A. fisor. The Reserve Requirement for the Series 2024 B ds shall not exceed an amount which equals the lesser of (i) the Maximum Annual Debt S • ice on the Series 2024 Bonds occurring in any year, (ii) 125% of the average Debt Service R .uirement on the Series 2024 Bonds, and (iii) 10% of the aggregate stated original principamount of the Series 2024 Bonds; provided however, that the Reserve Requirement for Series 2024 Bond could be zero. The Executive Director shall exe e a certificate dated the date of delivery of the Series 2024 Bonds certifying the Reserve Req ement for the Series 2024 Bonds. SECTION 14. DELEGATI • OF AWARD OF SERIES 2024 BONDS. Subject to full satisfaction of the conditions set .rth in this Section, the Board of the Agency hereby authorizes a delegated negotiated sale o e Series 2024 Bonds to the Underwriter in accordance with the terms of the Bond Purchase greement to be dated the date of sale and to be substantially in the form attached hereto as . hibit "B", with such changes, amendments, modifications, omissions and additions thereto . s shall be approved by the Executive Director in accordance with the provisions of this section (including, without limitation, making the final determination concerning the st-. cturing and marketing of the Series 2024 Bonds to obtain the most favorable rating and int: • st rate on the Series 2024 Bonds), including the determination of issuing the Series 2024 : •nds in one or more series and designating the Series 2024 Bonds as tax-exempt or taxable, . ' d the execution and delivery of the Bond Purchase Agreement by the Executive Directo shall be deemed conclusive evidence of the approval of such changes and the full and comete satisfaction of the conditions set forth in this Section. Notwithstanding the foregoing, the Bond Purchase Agreement shall not be executed by he Executive Director until such time as all of the following conditions have been satisfied: City of Miami Page 15 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 1. Receipt by the Executive Director of a written offer to purchase the Series 2024 Bonds by the Underwriter substantially in the form of the Bond Purchase Agreement, said offer to provide for, among other things, (i) the issuance of not exceeding $150,000,000 aggreg principal amount of Series 2024 Bonds, (ii) an underwriting discount (including manage r •nt fee and all expenses) not in excess of $5.00 per bond, (iii) a true interest cost of not mo - than 5.50% per annum with respect to the Series 2024 Bonds, (iv) the maturities of the S: es 2024 Bonds with the final maturity no later than March 1, 2042, and (v) a debt servic savings of 3.00%, if it is determined to issue the Refunded Bonds. 2. The Series 2024 Bonds shall be subject to such optiona and mandatory redemption provisions as provided in the Bond Purchase Agreement. 3. Receipt by the Executive Director from the Underwriter ► a disclosure statement and truth -in -bonding information complying with Section 218. .5, Florida Statutes and substantially in the form attached to the Bond Purchase Agreemen Upon satisfaction of the conditions set forth in this ction, the Executive Director is hereby authorized to execute and deliver the Series 2024 : onds and any other documents, agreements or certificates relating to the Series 2024 B. ds, and are further authorized and directed to prepare and furnish to the purchasers of the eries 2024 Bonds, when the Series 2024 Bonds are issued, certified copies of all the procee. gs and records of the Agency relating to the Series 2024 Bonds, and such other affidavits a ► : certificates as may be required to show the facts relating to the legality and marketability o i e Series 2024 Bonds as such facts appear from the books and records in the officers' custod and control or as otherwise known to them; and all such certified copies, certificates and fidavits, including any heretofore furnished, shall constitute representations of the Agency : s to the truth of all statements contained therein. SECTION 15. PRELIMINA t OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The Executive D. ' • ctor, Bond Counsel, Disclosure Counsel and the Agency's Financial Advisor are hereby a orized to prepare and to disseminate (or cause to be prepared and disseminated) copies . a "Preliminary Official Statement" in substantially the form attached hereto as "C" d are also authorized to prepare and disseminate a final official statement after executi of the Bond Purchase Agreement. At closing, the appropriate officers of the Agency are - thorized and directed to furnish a certificate to the effect that the Preliminary Offici Statement and Official Statement did not as of their dates and do not contain any un e statement or omission of a material fact. The Executive Director and the Finance Offi are authorized to deem final the Preliminary Official Statement prepared pursuant this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchan: • Commission. The Agency hereby authorizes the preparation of a final Official Statement relating to the eries 2024 Bonds, which shall be in the form of the Preliminary Official Statement with ch changes, alterations and corrections therein as may be approved by the officials of the Agency executing the same, such approval to be conclusively established by such execution, City of Miami Page 16 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 and the Executive Director and the Finance Director are hereby authorized and directed for and in the name of the Agency to execute and deliver the final Official Statement, as hereby approved. SECTION 16. CONTINUING DISCLOSURE. The Agency hereby covenant and agrees that in order to provide for compliance by the Agency with secondary market d' • losure requirements of the Rule, that it will comply with and carry out all of the provis . s of the Continuing Disclosure Agreement, in substantially the form attached hereto as E ibit "D", to be executed by the Agency and dated the date of the issuance and delivery of e Series 2024 Bonds, as it may be amended from time to time in accordance with terms thereof. Notwithstanding any other provisions of this Resolution, failure of the A; cy to comply with such Continuing Disclosure Agreement shall not be considered an eveof default; however, any Bondholder may take action as may be necessary and appro ' iate, including seeking mandate or specific performance by court order, to cause the / ency to comply with its obligations under this Section. SECTION 17. APPOINTMENT OF REGISTRAR, r YING AGENT AND FISCAL AGENT. Regions Bank, Jacksonville, Florida is hereby . '..ointed as Registrar, Paying Agent and Fiscal Agent for the Series 2024 Bonds. The Executiv' irector and the Clerk of the Board of the Agency are hereby authorized to enter into any , greements with such Registrar , Paying Agent, or Fiscal Agent which may be necessary • reflect the obligation of such Registrar, Paying Agent or Fiscal Agent to accept and per rm the respective duties imposed upon each and to effectuate the transactions contemplate•, by this Resolution and the Master Resolution. SECTION 18. APPOINTMENT ESCROW AGENT AND APPROVAL OF ESCROW DEPOSIT AGREEMENT. gions Bank, Jacksonville, Florida is hereby appointed as Escrow Agent for the Refunded B r. ds. Simultaneously with the delivery of the Series 2024 Bonds to the initial purchasers, if i s determined to refinance the Refunded Bonds, the Agency shall enter into the Escrow Dep•.it Agreement, in the form attached hereto as Exhibit "E". The Executive Director and the Clof the Board of the Agency are hereby authorized to enter into any agreements with such ' scrow Agent, which may be necessary to reflect the obligation of such Escrow Agent to cept and perform the respective duties imposed upon it and to effectuate the transact' s contemplated by this Resolution and the Master Resolution. SECTION . APPOINTMENT OF VERIFICATION AGENT. Robert Thomas CPA is hereby appoint:. to serve as verification agent with respect to the refunding of the Refunded Bonds. create by a S ION 20. TRANSFER OF FUNDS. Moneys in the various funds and accounts nder the resolution authorizing the Refunded Bonds shall be transferred as provided rtificate to be executed by the Executive Director and the Finance Officer. SECTION 21. REDEMPTION OF REFUNDED BONDS. The Executive Director is ereby authorized to select the Refunded Bonds to be refunded with the proceeds of the Series City of Miami Page 17 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 SUBSTITUTED File ID: 16829 Enactment Number: CRA-R-24-0067 2024 Bonds and is hereby authorized to call such Refunded Bonds in accordance with the [Plan of Finance,] as described in the Preliminary Official Statement. The Paying Agent for the Refunded Bonds is hereby authorized to provide written notice of such redemption to t registered owners of such Refunded Bonds and to any Bondholder whose name and addres are on file with the Paying Agent. The Escrow Agent is hereby authorized and directed to ► . blish the notices of defeasance and redemption, if required. The Executive Director is hereby authorized to direct the investment of fun.. held under the Escrow Deposit Agreement. The Executive Director, Bond Counsel and/or .crow Agent to the extent necessary to accomplish the defeasance and refunding of the Re -. nded Bonds are authorized to (i) subscribe for United States Treasury Obligations State and Local Government Series ("SLGS"), (ii) arrange for the purchase, from ► : s available for such purpose pursuant to the terms hereof, of Refunding Securities, or ( gross fund the escrow account and hold such moneys in cash. In the event the Executive Director determines to invest ounts held under the Escrow Deposit Agreement in Refunding Securities (other than SLG ,, the Executive Director is hereby authorized to appoint a bidding agent to conduct a bi• process for the purchase of such securities. SECTION 22. INSURER PROVISIONS. A Delegation of Insurer. In order to obtain the most favorable premiums on a Bond rance Policy, the Executive Director, in consultation with the Financial Advisor, is here authorized to negotiate with interested Bond Insurers and the Executive Director is author' ed to accept, execute and deliver the commitment of whichever Insurer provides the term d provisions which, after consultation with the Agency's Financial Advisor, is in the b ' t interest of the Agency. The Executive Director can designate all, some or none of the S:. ies 2024 Bonds to be insured. The Executive Director is hereby authorized to execute such greements containing the provisions of the Bond Insurance Policy. The Agency further aut izes application of Series 2024 Bond proceeds to payment of the premium for the Bond ' urance Policy. A statement of insurance is authorized to be printed on the Series 2024 B ds for the benefit and information of the Bondholders. B. Dele ' ation Reserve Account Insurance Polic . If determined to be the most economical or prud: t structure, the Executive Director, in consultation with the Financial Advisor, is hereb authorized to solicit bids from interested providers of Reserve Account Insurance Polic' s, in order to obtain the most favorable premiums on a Reserve Account Insurance Po ' y, and the Executive Director is authorized to accept, execute and deliver the commitme ► of whichever provider of the Reserve Account Insurance Policy provides the terms and pro sions which, after consultation with the Agency's Financial Advisor, is in the best intere of the Agency. A Reserve Account Insurance Policy for the Series 2024 Bonds, together wi ► other amounts or other credit instruments on deposit therein, equal to the Reserve quirement for the Series 2024 Bonds is hereby authorized to be purchased from the selected rovider of the Reserve Account Insurance Policy and payment for such Reserve Account City of Miami Page 18 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 Insurance Policy is hereby authorized from Series 2024 Bond proceeds. In furtherance thereof, the Agency is hereby authorized to enter into a Financial Guaranty Agreement for the Series 2024 Bonds (the "Guaranty Agreement") with such provider of the Reserve Account Insuran Policy and the Executive Director is hereby authorized to execute and deliver such Guar Agreement. SECTION 23. FURTHER AUTHORIZATIONS. The Chairwoman, the xecutive Director, the Finance Officer, the Clerk of the Agency, the Attorney of the Agency •r any other appropriate officers of the Agency are hereby authorized and directed to exe . . e any and all certifications or other instruments or documents required by the Mast Resolution, the Preliminary Official Statement, the final Official Statement, this Reso . tion or any other document referred to above as a prerequisite or precondition to the iss .i ce of the Series 2024 Bonds and any such representation made therein by officers or repr:.entatives of the Agency shall be deemed to be made on behalf of the Agency. All action tan to date by the officers of the Agency in furtherance of the issuance of the Series 202Bonds is hereby approved, confirmed and ratified. SECTION 24. MODIFICATION OR AMENDME . This resolution may be amended and supplemented to the same extent as the Master Res tion. SECTION 25. CONFLICTS REPEALED. A esolutions in conflict or inconsistent with this Resolution are to the extent of such conflict or ' consistency hereby modified or repealed. SECTION 26. EFFECTIVE DATE. Resolution shall become effective immediately upon its adoption. [Re ming page intentionally left blank] City of Miami Page 19 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 This Resolution passed and adopted this 26th day of September, 2024. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (SEAL) Executive Direct APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: General Counsel EXHIB DESCRIPTION OF 2024 DEVELOPMENT PROJECTS The 2024 Redevelopment Projects . all consist of the following: (1) Grants to developers, incl . ing, but not limited to: Developer Project Description Housing Trust Group (Rainb Village I) 310 units of affordable/workforce housing, a new community center, a daycare center and commercial space for local businesses Housing Trust Gro . and AM Affordable Two five -story residential buildings and a Housing, Inc. (C rtside Apartments) parking garage Block 45, L Atlantic Station -a mixed use, mixed income transit oriented development Atla c Pacific Communities, LLC Redevelopment of Culmer Gardens and Culmer Place public housing sites, consisting of 779 mixed income units and/or 599 affordable units City of Miami Page 20 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 (2) A new affordable housing development consisting of a 5-story 24-unit building to be owned by the Agency. (3) Public Parking Garage to be owned by the CRA and operated by the Miami Pa m Authority. (4) An affordable housing project located at 1141 NW 3rd Ave, 242 NW 12 t, 234 NW 12th St and 224 NW 12th St, which will be a mixed -income, mixed use develop t designed to create housing for existing community residents with affordability levels in t r range of 60% to 120% of the AMI. (5) Improvements to the 9th Street Pedestrian Mall to create a des' able walkway. (6) Grant to Girl Power Rocks, Inc, a not -for -profit to suppor i e development of Mama Hattie's House. (7) Grant to South Florida Transportation Authority fo he Agency's obligation pursuant to the Interlocal Agreement between the Agency, the C and the South Florida Regional Transportation Agency dated ovember 8, 2016. City of Miami Page 21 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 EXHIBIT "B" FORM OF BOND PURCHASE AGREEMENT City of Miami Page 22 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 EXHIBIT "C" FORM OF PRELIMINARY OFFICIAL STATEMENT City of Miami Page 23 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 EXHIBIT "D" FORM OF CONTINUING DISCLOSURE AGREEMENT City of Miami Page 24 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 SUBSTITUTED Enactment Number: CRA-R-24-0067 Insurance Policy is hereby authorized from Series 2024 Bond proceeds. In furtherance thereof, the Agency is hereby authorized to enter into a Financial Guaranty Agreement for the Series 2024 Bonds (the "Guaranty Agreement") with such provider of the Reserve Account Insuran Policy and the Executive Director is hereby authorized to execute and deliver such Guar Agreement. SECTION 23. FURTHER AUTHORIZATIONS. The Chairwoman, the xecutive Director, the Finance Officer, the Clerk of the Agency, the Attorney of the Agency •r any other appropriate officers of the Agency are hereby authorized and directed to exe . . e any and all certifications or other instruments or documents required by the Mast Resolution, the Preliminary Official Statement, the final Official Statement, this Reso . tion or any other document referred to above as a prerequisite or precondition to the iss .i ce of the Series 2024 Bonds and any such representation made therein by officers or repr:.entatives of the Agency shall be deemed to be made on behalf of the Agency. All action tan to date by the officers of the Agency in furtherance of the issuance of the Series 202Bonds is hereby approved, confirmed and ratified. SECTION 24. MODIFICATION OR AMENDME . This resolution may be amended and supplemented to the same extent as the Master Res tion. SECTION 25. CONFLICTS REPEALED. A esolutions in conflict or inconsistent with this Resolution are to the extent of such conflict or ' consistency hereby modified or repealed. SECTION 26. EFFECTIVE DATE. Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEG SUFFICIENCY: ou • -I 11/5/2024 ounsel 10/17/2024 City of Miami Page 19 of 19 File ID: 16829 (Revision: A) Printed on: 11/5/2024