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HomeMy WebLinkAboutCRA-R-24-0067 Scrivener's Error MemoCITY OF MIAMI SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY MEMORANDUM TO: Todd B. Hannon, City Clerk FROM: Vincent T. Brown, Esq., Staff Attorney/Deputy Director DATE: November 5, 2024 RE: CRA-R-24-0067 - Approve SEOPW CRA Series 2024 Bonds File No. 16829 At its October 24, 2024 meeting, the Board of Commissioners for the Southeast Overtown/Park West Community Redevelopment Agency adopted the above referenced agenda item, RE.7, providing for the issuance of Tax Increment Revenue Bonds, Series 2024, of the Agency to finance or re -finance the acquisition and construction of community redevelopment projects in the redevelopment area of such Agency. The item inadvertently printed without the language "with Attachment(s)" in the title, and Exhibits A-E were inadvertently not published with the agenda. The Legislation has been corrected and incremented to Revision A, and Exhibits A-E have been uploaded to the legislative file. Staff Counsel/Deputy Director 16829 Scrivener's Error Memo 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 File ID: 16829 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 25 File ID: 16829 (Revision:) Printed On: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 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 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 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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. [Remaining page intentionally left blank] City of Miami Page 19 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 Enactment Number: CRA-R-24-0067 (SEAL) This Resolution passed and adopted this 26th day of September, 2024. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: General Counsel EXHIBIT "A" DESCRIPTION OF 2024 REDEVELOPMENT PROJECTS The 2024 Redevelopment Projects shall consist of the following: (1) Grants to developers, including, but not limited to: Developer Project Description Housing Trust Group (Rainbow Village I) 310 units of affordable/workforce housing, a new community center, a daycare center and commercial space for local businesses Housing Trust Group and AM Affordable Two five -story residential buildings and a Housing, Inc. (Courtside Apartments) parking garage Block 45, LLC Atlantic Station -a mixed use, mixed income transit oriented development Atlantic Pacific Communities, LLC Redevelopment of Culmer Gardens and Culmer Place public housing sites, consisting of 779 mixed income units and/or 599 affordable units City of Miami Page 20 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 Parking Authority. (4) An affordable housing project located at 1141 NW 3rd Ave, 242 NW 12th St, 234 NW 12th St and 224 NW 12th St, which will be a mixed -income, mixed use development designed to create housing for existing community residents with affordability levels in the range of 60% to 120% of the AMI. (5) Improvements to the 9th Street Pedestrian Mall to create a desirable walkway. (6) Grant to Girl Power Rocks, Inc, a not -for -profit to support the development of Mama Hattie's House. (7) Grant to South Florida Transportation Authority for the Agency's obligation pursuant to the Interlocal Agreement between the Agency, the City and the South Florida Regional Transportation Agency dated November 8, 2016. City of Miami Page 21 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 File ID: 16829 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 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 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 Enactment Number: CRA-R-24-0067 EXHIBIT "E" FORM OF ESCROW DEPOSIT AGREEMENT APPROVED AS TO FORM AND LEGAL SUFFICIENCY: V ce Br ounsel 10/17/2024 City of Miami Page 25 of 25 File ID: 16829 (Revision:) Printed on: 11/5/2024 EXHIBIT "A" DESCRIPTION OF 2024 REDEVELOPMENT PROJECTS The 2024 Redevelopment Projects shall consist of the following: (1) Grants to developers, including, but not limited to: Developer Project Description Housing Trust Group (Rainbow Village I) 310 units of affordable/workforce housing, a new community center, a daycare center and commercial space for local businesses Housing Trust Group and AM Affordable Two five -story residential buildings and a Housing, Inc. (Courtside Apartments) parking garage Block 45, LLC Atlantic Station -a mixed use, mixed income transit oriented development Atlantic Pacific Communities, LLC Redevelopment of Culmer Gardens and Culmer Place public housing sites, consisting of 779 mixed income units and/or 599 affordable units (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 Parking Authority. (4) An affordable housing project located at 1141 NW 3rd Ave, 242 NW 12th St, 234 NW 12th St and 224 NW 12th St, which will be a mixed -income, mixed use development designed to create housing for existing community residents with affordability levels in the range of 60% to 120% of the AMI. (5) Improvements to the 9th Street Pedestrian Mall to create a desirable walkway. (6) Grant to Girl Power Rocks, Inc, a not -for -profit to support the development of Mama Hattie's House. (7) Grant to South Florida Transportation Authority for the Agency's obligation pursuant to the Interlocal Agreement between the Agency, the City and the South Florida Regional Transportation Agency dated November 8, 2016. EXHIBIT "B" FORM OF BOND PURCHASE AGREEMENT (It BOND PURCHASE AGREEMENT TAX INCREMENT REVENUE BONDS, SERIES 2024 The Board of Directors Southeast Overtown/Park West Community Redevelopment Agency Miami, Florida Ladies and Gentlemen: , 2024 The undersigned, Siebert Williams Shank & Co., LLC (the "Underwriter"), offers to enter into the following bond purchase agreement (this "Agreement") with the Southeast Overtown/Park West Community Redevelopment Agency, a public bond corporate and politic of the State of Florida (the "Agency") which, upon the Agency's written acceptance of this offer, will be binding upon the Agency and upon the Underwriter. This offer is made subject to the Agency's written acceptance hereof on or before 11:59 p.m., Eastern Daylight Time, on , 2024, and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Agency at any time prior to the acceptance hereof by the Agency. Terms not otherwise defined in this Agreement shall have the same meanings as set forth in the Resolution (as defined herein) or in the Official Statement of the Agency dated the date hereof, relating to the Bonds (as defined below), together with all appendices or exhibits, any materials incorporated by reference therein and any amendments or supplements thereto (collectively, the "Official Statement"). 1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Agency, and the Agency hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the Agency's $ Tax Increment Revenue Bonds, Series 2024 (the "Bonds"). The Agency acknowledges and agrees that: (i) the primary role of the Underwriter, as underwriter, is to purchase the Bonds in an arm's-length commercial transaction between the Agency and the Underwriter, and that the Underwriter has financial and other interests that differ from those of the Agency; (ii) the Underwriter is not acting as a municipal advisor, financial advisor, or fiduciary to the Agency and have not assumed any advisory or fiduciary responsibility to the Agency with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or are currently providing other services to the Agency on other matters); (iii) the only obligations the Underwriter has to the Agency with respect to the transaction contemplated hereby expressly are set forth in this Agreement and the other Agency Documents (defined herein); (iv) the Underwriter has financial and other interests that differ from the Agency; and (v) the Agency has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, interest rates per annum, prices and/or yields, sinking fund provisions (if any), optional redemption provisions, and other terms of the Bonds are set forth in Schedule I hereto. The Bonds shall be issued and secured under and pursuant to the Constitution and laws of the State of Florida (the "State"), including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), and pursuant to Resolution No. CRA-R-12-0061, as amended and supplemented from time to time, adopted by the Board of Directors of the Agency (the "Board") on September 17, 2012 (the "Master Resolution"), as supplemented and particularly as supplemented by Resolution No. CRA-R-24- adopted by the Board on September 26, 2024 (the "Supplemental Resolution" and, together with the Master Resolution, the "Resolution"). The Bonds are being issued for the purpose of providing funds, to (i) finance the construction of the 2024 Redevelopment Projects (as defined in the Resolution) which undertaking may be accomplished through grants to for -profit and/or not -for -profit businesses, (ii) refund all or a portion of the outstanding Agency's Tax Increment Revenue Bonds, Series 2014A, (iii) fund reserves for the Bonds, and (iv) pay the costs of issuance of the Bonds. The aggregate purchase price for the Bonds shall be $ (representing the $ .00 aggregate par amount of the Bonds, plus an original issue premium of $ , and less an underwriting discount of $ ). In accordance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby discloses the information required by such Section, including a truth -in -bonding statement, as provided in Schedule II attached hereto. The Underwriter hereby agrees and makes the following representations and warranties to the Agency: (a) the Underwriter is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and qualified to conduct business in the State of Florida, (b) this Agreement has been duly authorized, executed and delivered by the Underwriter and, assuming the due authorization, execution and delivery by the Agency, is the legal, valid and binding obligation of the Underwriter enforceable in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy or other laws affecting creditors' rights generally and except that equitable remedies lie in the discretion of the court and may not be available, (c) the Underwriter is licensed by and registered with the Financial Industry Regulatory Authority as a broker dealer and the Municipal Securities Rulemaking Board (the "MSRB") as a municipal securities dealer, (d) neither the Underwriter nor any "person" or "affiliate" thereof has been on the "convicted vendor list" during the past thirty-six (36) months as all such terms are defined in Section 287.133, Florida Statutes, as amended. The Underwriter represents that it has been duly authorized to execute this Agreement. 2. Public Offering. The Underwriter agrees to make an initial public offering of all of the Bonds at prices not to exceed the public offering prices set forth on the inside front cover of the Official Statement (the "Offering Prices") and may subsequently change such Offering Prices without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the Offering Prices to the extent allowed by the Code (defined herein). 2 3. Establishment of Issue Price. (a) The Underwriter, agrees to assist the Agency in establishing the issue price of the Bonds and shall execute and deliver to the Agency at Closing an "issue price" or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Agency, the Agency's Financial Advisor, and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Schedule I to Exhibit A attached hereto, the Agency will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Agreement, the Underwriter shall report to the Agency the price or prices at which the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Agency the prices at which Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not Closing has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the Agency or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) If Exhibit A includes Schedule I, the Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule I to Exhibit A attached hereto, except as otherwise set forth therein. Schedule I, should it exist, also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Agency and the Underwriter agrees that the restrictions set forth in the next sentence shall apply, which will allow the Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period (the "Holding Period") starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Agency promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. 3 (d) The Underwriter confirms that: (1) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker -dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold -the -offering - price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker -dealer, the Underwriter shall assume that each order submitted by the Underwriter, dealer or broker -dealer is a sale to the public. (2) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third - party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or such other underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or such other underwriter or dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter or such other underwriter or dealer as set forth in the related pricing wires. (e) The Agency acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that the Underwriter or dealer who is a member of the selling group is a party to a third -party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth 4 in the third -party distribution agreement and the related pricing wires. The Agency further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, and that the Underwriter shall not be liable for the failure of any other underwriter or dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 3: (1) "public" means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an underwriter or a related party to an underwriter; (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date of execution of this Agreement by all parties. 4. The Official Statement. (a) The Preliminary Official Statement of the Agency dated , 2024 relating to the Bonds together with all appendices or exhibits, any materials incorporated by reference therein and any amendments or supplements thereto (collectively, the "Preliminary Official Statement") has been prepared by the Agency for use and distribution by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Agency hereby 5 consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the public offering of the Bonds. The Agency hereby represents and warrants that the Preliminary Official Statement is "deemed final" by the Agency as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). (b) The Agency hereby authorizes and consents to the use of the Official Statement, including any amendments or supplements thereto, by the Underwriter in connection with the public offering and the sale of the Bonds. The Agency shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Agency' s acceptance of this Agreement (but, in any event, not later than within seven (7) business days after the Agency' s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement, including any amendments or supplements thereto, which are complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB. The Agency hereby confirms that it agrees to the distribution of the Preliminary Official Statement and the Official Statement in electronic form, including any amendments or supplements thereto. (c) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers and request the same pursuant to the Rule (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the Agency or the Underwriter becomes aware of any fact or event which would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Agency or the Underwriter, as applicable, will notify the other party (and for the purposes of this clause provide the Agency or the Underwriter, as applicable, with such information as it may from time to time request), and if, in the opinion of the Agency or reasonable opinion of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Agency will forthwith prepare and furnish (in a form and manner approved by the Underwriter, the Agency, Bond Counsel, and Disclosure Counsel), at the Agency' s own expense (unless such misstatement or omission was contained in information provided by the Underwriter, then at the Underwriter's expense), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will comply with law or not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Unless otherwise notified in writing by the Underwriter on or prior to the Closing Date, the Agency can assume that the "end of the underwriting period" for purposes of the Rule and this Section is the Closing Date. 6 (d) The Underwriter hereby agrees to file, and the Agency authorizes the Underwriter to file, the Official Statement, including any amendments or supplements thereto, as required by the MSRB. 5. Representations, Warranties, and Covenants of the Agency. The Agency hereby represents and warrants to and covenants with the Underwriter as follows; provided that, except for clauses (a), (b), (c), (d), (1), (m), and (o), the below representations, warranties, and covenants are made to the best of its knowledge, information and belief: (a) The Agency is a public bond corporate and politic of the State duly created, organized and existing under the Constitution of the State and applicable laws of the State, including, particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended and other applicable provisions of law (the "Act"), and has full legal right, power and authority under the Act, and at the Closing Date will have full legal right, power and authority under the Act and the Resolution (i) to adopt the Resolution and to enter into, execute and deliver this Agreement, the Paying Agent and Bond Registrar Agreement (the "Paying Agent Agreement") by and between the Agency and , as the paying agent and bond registrar (the "Bank"), and the Continuing Disclosure Agreement relating to the Bonds (the "Undertaking") by and between the Agency and Digital Assurance Certification, LLC, as the disclosure dissemination agent, and all documents required hereunder and thereunder to be executed and delivered by the Agency (this Agreement, the Resolution, the Paying Agent Agreement, the Undertaking, and the other documents referred to in this clause are hereinafter referred to as the "Agency Documents"), (ii) to sell, issue and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate the transactions contemplated by the Agency Documents and the Official Statement, and as of the date hereof, the Agency has complied in all material respects with the terms of the Act and the Agency Documents as they pertain to such transactions; (b) By all necessary official action of the Agency, prior to or concurrently with the acceptance hereof, the Agency has duly authorized and approved (i) the issuance and sale of the Bonds, (ii) the distribution of the Preliminary Official Statement, and the execution, delivery, and distribution of the Official Statement, including any amendments or supplements thereto, for use by the Underwriter in connection with the public offering of the Bonds, (iii) the approval, execution and delivery of, and the performance by the Agency of the obligations on its part, contained in the Bonds and the Agency Documents, and (iv) the consummation by it of all other transactions contemplated by the Official Statement, and the Agency Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Agency in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Official Statement, in each case excepting any authorization that cannot be obtained prior to or concurrently with the date of this Agreement; (c) This Agreement constitutes a legal, valid and binding obligation of the Agency enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion; the other Agency Documents, when executed by the respective parties thereto, will constitute legal, valid and binding obligations of the Agency, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, 7 reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with the Resolution and this Agreement, will constitute legal, valid and binding obligations of the Agency entitled to the benefits of the Resolution and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Resolution will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid and binding pledge of and lien it purports to create as set forth in the Resolution; (d) The Agency is lawfully empowered to pledge and grant an irrevocable lien upon the Pledged Revenues (as defined in the Resolution) to the payment of the principal of, premium, if any, and interest on the Bonds, in the manner provided in the Resolution, which pledge and lien on Pledged Revenues securing the Bonds shall be prior and superior to all other liens or encumbrances on the Pledged Revenues, subject to the conditions and limitations set forth in the Resolution; (e) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, the Agency is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the Agency under any of the foregoing; and when executed by the respective parties hereto and thereto, the Agency reasonably expects as of the date hereof that execution and delivery of the Bonds, the Agency Documents and the adoption of the Resolution and compliance with the provisions on the Agency's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Agency to be pledged to secure the Bonds or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Resolution; (0 Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, the Agency has not in the prior five (5) years failed to comply in any material respect with any prior continuing disclosure obligation for any of its outstanding debt that was subject to the Rule at the time of issuance; (g) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by 8 the Agency of its obligations under the Agency Documents, and the Bonds have been duly obtained, except for such approvals, consents and orders that may not be obtained until after the date of this Agreement or as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds; (h) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, there is no, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Agency, threatened against the Agency, contesting the right of the members or officials of the Agency to hold and exercise their respective positions, the due organization and valid existence of the Agency, or affecting or seeking to prohibit, restrain, limit, or enjoin the sale, issuance or delivery of the Bonds or the pledge of the Pledged Revenues or the financing of the 2024 Redevelopment Projects pursuant to the Resolution or in any way contesting or affecting the validity or enforceability of the Bonds, the Agency Documents, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, including any amendments or supplements thereto, or contesting the powers of the Agency or the financing of the 2024 Redevelopment Projects, the issuance of the Bonds, the adoption of the Resolution or the execution and delivery of the Agency Documents, nor, to the best knowledge of the Agency, is there any basis therefor, where in each such action, suit, proceeding, inquiry or investigation an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Agency Documents, or the excludability from gross income of interest on the Bonds for federal income tax purposes; (i) The Preliminary Official Statement (other than the information concerning DTC or its book -entry system of registration, information provided by the Underwriter in the Section entitled "UNDERWRITING") does not as of its date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for "permitted omissions" as described in the Rule; (j) At the time of the Agency's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (c) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement (other than the information concerning DTC or its book -entry system of registration, information provided by the Underwriter in the Section entitled "UNDERWRITING") will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (k) If the Official Statement is supplemented or amended pursuant to paragraph (c) of Section 4 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement as so supplemented or amended (other than the information concerning DTC or its book -entry system of registration and information provided by the Underwriter in the Section entitled "UNDERWRITING") will not contain any untrue statement of a material fact or omit to state any 9 material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading; (1) The Agency will apply, or cause to be applied, the proceeds from the sale of the Bonds as described in the Official Statement, subject to all of the terms and provisions of the Resolution, and shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from any applicable state tax, of the interest on the Bonds; (m) The Agency will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the underwriter may reasonably request: (i) to (A) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate, and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions; and (ii) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the Agency will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction, or comply with any other requirements reasonably deemed by it to be unduly burdensome) and will advise the Underwriter promptly upon receipt by the Agency of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (n) The financial statements of the Agency for the Fiscal Year ended [September 30, 2023] and other financial information regarding the Agency in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, fairly present the financial position and results of the Agency as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles as promulgated by the Governmental Accounting Standards Board consistently applied, and since the dates thereof, there has been no material adverse change in the financial position or results of operations of the Agency except as may be expressly disclosed in the Preliminary Official Statement or the Official Statement, including any amendments or supplements thereto; (o) Prior to the Closing, the Agency will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the Pledged Revenues without the prior written approval of the Underwriter; (p) Any certificate, signed by any official of the Agency authorized to do so in connection with the transactions contemplated by this Agreement, shall be deemed a representation and warranty by the Agency to the Underwriter as to the statements made therein; (q) Except as expressly disclosed in the Official Statement, including any amendments or supplements thereto, the Agency has not been in default as to principal or interest with respect to an obligation issued or guaranteed by the Agency since December 31, 1975 (r) Subsequent to the respective dates as of which information is given in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, and prior to the Closing Date, except as expressly set forth in or contemplated 10 by the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, unless consented to in writing by the Underwriter, (i) the Agency has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and as budgeted, and has not entered into and will not have entered into any material transaction not in the ordinary course of business and as budgeted, (ii) there has not been and will not have been any material adverse change in the business or financial position or results of operations of the Agency or the Omni Community Redevelopment District (the "District"), (iii) no loss or damage (whether or not insured) to the property of the Agency or District has been or will have been sustained which materially and adversely affects the operations of the Agency or District, and (iv) no legal or governmental proceedings affecting the Agency or District or the transactions contemplated by this Agreement have been or will have been instituted or threatened which is material. 6. Closing. (a) At 10:00 a.m. Eastern Daylight Time, on , 2024, or at such other time and date as shall have been mutually agreed upon by the Agency and the Underwriter (the "Closing" or the "Closing Date"), the Agency will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter as provided in (b) below, duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriter will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 of this Agreement by a wire transfer payable in immediately available funds to the order of the Agency. Payment for the Bonds as aforesaid shall be made at the offices of Agency, or such other place as shall have been mutually agreed upon by the Agency and the Underwriter. (b) Delivery of the Bonds shall be made to DTC, New York, New York through its FAST system of registration. The Bonds shall be delivered in definitive fully registered form, bearing CUSIP numbers, with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all as provided in the Resolution, and shall be made available to the Underwriter at least one (1) business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations, warranties and agreements of the Agency contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Agency of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Agency of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter: (a) The representations and warranties of the Agency contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the Closing Date; 11 (b) The Agency shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the Agency Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; (ii) all actions of the Agency required to be taken by the Agency shall be performed in order for Bond Counsel and other counsel to deliver their respective opinions referred to hereafter; (d) At or prior to the Closing, the Resolution shall have been duly adopted and in full force and effect by the Agency and the Agency shall have duly executed and delivered the Bonds to the Registrar, and the Registrar shall have duly authenticated the Bonds; (e) The Agency shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (f) All instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter; and (g) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) The Official Statement, and each supplement or amendment thereto, if any, executed on behalf of the Agency by its Executive Director or Finance Officer, or such other official as may have been authorized by the Resolution and agreed to by the Underwriter, and the reports and audits referred to or appearing in the Official Statement; (2) The Resolution; (3) Fully executed counterparts of the Agency Documents; (4) A final approving opinion of Bryant Miller Olive P.A. ("Bond Counsel"), with respect to the Bonds, dated the Closing Date, in substantially the form attached to the Official Statement as Appendix D; (5) A letter of Bond Counsel, addressed to the Underwriter and dated the Closing Date, to the effect that their final approving opinion referred to in Section 7(g)(4) hereof may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter; (6) A supplemental opinion of Bond Counsel, addressed to the Underwriter, dated the Closing Date, substantially to the effect that: (i) [the statements contained in the Official Statement under the headings captioned "INTRODUCTION," "DESCRIPTION OF THE SERIES 2024 BONDS" (excluding the subheading "Book -Entry Only System"), "SECURITY 12 FOR AND SOURCE OF PAYMENT FOR THE SERIES 2024 BONDS," "THE REDEVELOPMENT — Development Agreements," "TAX MATTERS," "ENFORCEABILITY OF REMEDIES," "VALIDATION," "APPENDIX B: THE RESOLUTION," and "APPENDIX D: FORM OF OPINION OF BOND COUNSEL," fairly and accurately summarize the matters or portions of the documents purported to be summarized therein; provided that no view is expressed as to information in the Official Statement concerning DTC (as defined in the Official Statement) or the book entry system of registration for the Bonds; and] (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended; (7) An opinion of Weiss Serota Helfman Cole & Bierman, P.L., Disclosure Counsel, dated the Closing Date and addressed to the Agency, in substantially the form attached hereto as Exhibit B, together with a reliance letter thereon addressed to the Underwriter; (8) An opinion of [ ], Special Agency Counsel, addressed to the Agency, Bond Counsel, Disclosure Counsel and the Underwriter and dated the Closing Date, in substantially the form attached hereto as Exhibit C; (9) A certificate, dated the Closing Date, signed by the Executive Director or the Finance officer of the Agency, or such other officials as authorized by the Resolution and satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that the information contained in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto (other than the information concerning DTC or its book -entry system of registration and information provided by the Underwriter in the Section entitled "UNDERWRITING") do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading, and the representations and warranties of the Agency contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; (10) A certificate of the Agency in form and substance satisfactory to Bond Counsel and counsel to the Underwriter (i) setting forth the facts, estimates and circumstances in existence on the Closing Date, which establish that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code, and (ii) certifying that there are no other facts, estimates or circumstances that would materially change the conclusions, representations and expectations contained in such certificate; (11) A certificate of an authorized representative of the Bank to the effect that (i) the Bank is a national banking association duly organized, validly existing and in good 13 standing under the law of the United States of America and is duly authorized to exercise trust powers in the State of Florida, (ii) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to execute and perform its functions under the Resolution and the Paying Agent Agreement, (iii) the performance by the Bank of its functions under the Resolution and the Paying Agent Agreement will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Resolution and the Paying Agent Agreement, (iv) the Paying Agent Agreement constitutes a valid and binding obligation of the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity and (v) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution and the Paying Agent Agreement; (12) A letter of McGuireWoods LLP, counsel to the Underwriter dated the Closing Date, in substantially the form attached hereto as Exhibit D; (13) A copy of the signed letter of representations from the Agency to DTC; (14) A certificate of the Executive Director or the Finance Officer of the Agency deeming the Preliminary Official Statement and any supplement or amendment thereto "final" as of its date for the purposes of the Rule; (15) A letter of Moody's Investor's Service that the Bonds have an underlying rating of " ," and a letter of S&P Global Ratings, a division of Standard & Poor' s Financial Services LLC that the Bonds have an underlying rating of " " and that all such ratings are in effect as of the Closing Date; and (16) Such additional legal opinions, certificates, instruments and other documents as the Underwriter or counsel to the Underwriter, the Agency, Bond Counsel, Disclosure Counsel, or the Agency's Financial Advisor may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the Agency's representations and warranties contained herein and of the statements and information contained in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, and the due performance or satisfaction by the Agency on or prior to the Closing Date of all the respective agreements then to be performed and conditions then to be satisfied by the Agency. If the Agency shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the 14 obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall not be satisfied or shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter, nor the Agency shall be under any further obligation hereunder, except that the respective obligations of the Agency and the Underwriter set forth in 8 hereof shall continue in full force and effect. 8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Agreement and the Closing by written notice to the Agency if, in the sole and reasonable judgment of the Underwriter, any of the following events shall occur on or after the date of this Agreement: (a) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events: (i) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Bonds; or (ii) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, (2) any other calamity or crisis (including pandemics) in the financial markets of the United States or elsewhere, (3) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, or (4) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, the Agency; or (iii) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission ("SEC") or any other governmental authority having jurisdiction; or (iv) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the 15 SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Bonds, the Resolution or the Agency Documents, or any comparable securities of the Agency, are not exempt from the registration, qualification or other requirements of the Securities Act or the Trust Indenture Act or otherwise, or would be in violation of any provision of the federal securities laws; or (v) except as disclosed in or contemplated by the Official Statement, as amended or supplemented, any material adverse change in the financial affairs of the Agency shall have occurred, which in the reasonable judgment of the Underwriter, materially and adversely affects the market price or the marketability of the Bonds or the ability of the Underwriter to enforce contracts for the purchase of the Bonds; or (vi) there shall have occurred, or any official statement shall have been given of any suspension, withdrawal, downgrading, or published negative credit watch or similar published information from a rating agency that at the date of this Agreement has published a rating (or has been asked to furnish a rating on the Bonds) on any of the Agency's debt obligations that are secured by a pledge or application of the Pledged Revenues or the Tax Increment Revenues, which action reflects a negative change or possible negative change, in the ratings accorded any such obligations of the Agency (including any rating to be accorded the Bonds); or (b) any event or circumstance shall exist that either makes untrue or incorrect any statement of a material fact or information in the Official Statement (other than any statement provided by the Underwriter in the section entitled, "UNDERWRITING") or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Agency refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (c) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (d) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (e) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (f) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, 16 offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Official Statement, as amended or supplemented, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act; or (g) any state Blue Sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds where 10% or more of the Bonds have been sold, as described herein, or issued a stop order or similar ruling relating thereto; or (h) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, other than with respect to state Blue Sky laws. Upon the occurrence of a Termination Event and the termination of this Agreement by the Underwriter, all obligations of the Agency and the Underwriter under this Agreement shall terminate, without further liability, except that the Agency and the Underwriter shall pay their respective expenses as set forth in Section 9 below. 9. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Agency shall pay all expenses incident to the performance of the Agency's obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds, the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, (ii) the fees and disbursements of Bond Counsel, Agency Attorney, and Disclosure Counsel, if any; (iii) the fees and disbursements of PFM Financial Advisors LLC (the "Financial Advisor"); (iv) the fees and disbursements of any Registrar, Paying Agent or engineers, accountants, and other experts, consultants or advisers retained by the Agency, if any; (v) all fees, and expenses in connection with obtaining bond ratings; and (vi) any expenses (included in the expense component of the Underwriter's discount) incurred by the Underwriter on behalf of the Agency's employees and representatives for: (a) normal travel costs, including reasonable transportation and lodging; and (b) ordinary and reasonable meals hosted by the Underwriter that are, in both cases, directly related to the offering contemplated by this Agreement. (b) Except as provided for above, the Underwriter shall pay (i) the cost of preparation and printing of this Agreement, or any Blue Sky Surveys; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by the Underwriter. In the event that either party shall have paid obligations of the other as set forth in this Section 9, adjustment shall be made at the time of the Closing. 10. Notices. Any notice or other communication to be given to the Agency under this Agreement may be given by delivering the same in writing to Southeast Overtown/Park West Community Redevelopment Agency, [ INSERT NOTICE ADDRESS ], to the 17 attention of the Chairwoman of the Agency, and any notice or other communication to be given to the Underwriter under this Agreement Agency be given by delivering the same in writing to Siebert Williams Shank & Co., LLC, 1025 Connecticut Avenue, NW, Suite 509, Washington, DC 20036, Attention: Mr. Jonathan F. Kirn. 11. Parties in Interest. This Agreement may not be assigned by the Agency or the Underwriter unless the Agency has provided prior written consent and only if legally permitted by the Agency's procurement rules. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Agency and the Underwriter (including successors or assigns of the Underwriter, if any, as if prior written consent has been provided in writing by the Agency and if legally permitted by the Agency's procurement rules) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the Agency' s and Underwriter's representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) delivery of and payment for the Bonds pursuant to this Agreement; and (ii) any termination of this Agreement. 12. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Agency and shall be valid and enforceable at the time of such acceptance. 13. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State of Florida and venue shall be in Miami -Dade County, Florida. 14. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. 15. Business Day. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 16. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 17. Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. [Signature page to this Agreement immediately follows this page] 18 If you agree with the foregoing, please sign the Agreement and return it to the Underwriter. This Agreement shall become a binding agreement between you and the Underwriter when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto. Respectfully submitted, SIEBERT WILLIAMS SHANK & CO., LLC, as Underwriter By: Name: Title: S-1 ACCEPTANCE ACCEPTED at a.m. / p.m. Eastern Daylight Time this day of 2024. (SEAL) ATTESTED: By: Executive Director SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Chairwoman Signature Page — Bond Purchase Agreement S-2 SCHEDULE I TAX INCREMENT REVENUE BONDS, SERIES 2024 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, AND PRICES Maturity Principal ( 1) Amount Interest Rate Yield Price $[ 2025 [ ] [ ] [ ] [ ] 2026 [ ] [ ] [ ] [ ] 2027 [ ] [ ] [ ] [ ] 2028 [ ] [ ] [ ] [ ] 2029 [ ] [ ] [ ] [ ] 2030 [ ] [ ] [ ] [ ] 2031 [ ] [ ] [ ] [ ] 2032 [ ] [ ] [ ] [ ] 2033 [ ] [ ] [ ]* [ ] 2034 [ ] [ ] [ ]* [ ] 2035 [ ] [ ] [ ]* [ ] 2036 [ ] [ ] [ ]* [ ] 2037 [ ] [ ] [ ]* [ ] 2038 [ ] [ ] [ ]* [ ] 2039 [ ] [ ] [ ]* [ ] 2040 [ ] [ ] [ ]* [ ] 2041 [ ] [ ] [ ]* [ ] 2042 [ ] [ ] [ ]* [ ] ] [_]% Term Bond Due 1, 20 , Yield [ ]%*, Price: [1 Optional Redemption The Bonds maturing on and after 1, 20 , are subject to redemption at the option of the Agency on or after 1, 20 , in whole or in part at any time, in such manner as will be determined by the [Bond Registrar], at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium. Mandatory Redemption The Bonds maturing on 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of [Sinking Fund Requirements], * Yield calculated to first optional redemption date of 1, 20 . Schedule I-1 at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on 1 in the following amounts and in the year specified as follows: Year 20 20 20 20 20 * *Maturity [No Reserve Account Requirement for the Bonds Principal Amount $[ ] [ ] [ ] [ ] [ ] There will be no Debt Service Reserve Account established for the Bonds.]t t NTD: To be confirmed. Schedule I-2 Certification of the Pricing Provisions and Other Determinations I, Christine King, Chairwoman of the Southeast Overtown/Park Werst Community Redevelopment Agency, do hereby certify that the pricing provisions and other determinations contained in the Bond Purchase Agreement and in this Schedule I have been approved in accordance with and in satisfaction of the provisions of the Resolution. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Chairwoman Signature Page — Schedule I Schedule I-3 SCHEDULE II DISCLOSURE STATEMENT AND TRUTH -IN -BONDING STATEMENT The Board of Directors Southeast Overtown/Park West Community Redevelopment Agency Miami, Florida Re: $ Tax Increment Revenue Bonds, Series 2024 Dear Chairwoman and Board Members: , 2024 In connection with the proposed issuance by the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") of $ in aggregate principal amount of its Tax Increment Revenue Bonds, Series 2024 (the "Bonds"), Siebert Williams Shank & Co., LLC, (the "Underwriter") is underwriting a public offering of the Bonds. The purpose of the following six paragraphs of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the purchase and sale of the Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriter in connection with the purchase and re -offering of the Bonds are set forth in Attachment 1 attached hereto. (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, connected with the sale and purchase of the Bonds. (c) The underwriting spread, the difference between the price at which the Bonds will be initially offered by the Underwriter and the price to be paid to the Agency will be $ per $1,000 of Bonds issued. (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriter will charge a management fee of $0 per $1,000 of Bonds issued. (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriter in connection with the issuance of the Bonds to any person not regularly employed or retained by the Underwriter (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter, as set forth in paragraph (a) above. The fees and expenses of McGuireWoods LLP, Underwriter's counsel, and all other expenses are being paid by the Underwriter. Schedule II-1 (t) The names and addresses of the Underwriter is: Siebert Williams Shank & Co., LLC 150 W. Jefferson St., Suite 1350 Detroit, MI 48226 The purpose of the following paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding statement required thereby, as follows: (a) The Agency is proposing to issue $ of the Bonds for the purpose of providing funds, to (i) pay or reimburse the Agency for funds advanced by the Agency for costs of certain infrastructure capital projects identified in the Resolution and (ii) pay the costs of issuance of the Bonds. The Bonds are expected to be repaid over a period of approximately years and months. At a true interest cost of approximately %, total interest paid over the life of the Bonds will be $ (b) The source of repayment or security of the Bonds is the Pledged Revenues, consisting of all moneys, securities and instruments held in the funds and accounts created and established under the Resolution for the Bonds, including, solely to the extent provided in the Resolution for the Bonds, the Pledged Revenues, including Pledged Tax Increment Revenues and amounts held in the funds and accounts established by the Resolution, as described in the Official Statement for the Bonds. Authorizing this debt will result in an average of $ (average annual debt service for the Bonds) of such Pledged Revenues not being available to finance other projects of the Agency each year for approximately years and months. [Signature Page Follows] Schedule II-2 The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, SIEBERT WILLIAMS SHANK & CO., LLC, as Underwriter By: Name: Title: Signature Page — Schedule 11 Schedule II-3 ATTACHMENT 1 Underwriter's Estimated Expenses [TO BE INSERTED] Schedule II-4 EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE TAX INCREMENT REVENUE BONDS, SERIES 2024 The undersigned, Siebert Williams Shank & Co., LLC (the "Underwriter"), hereby certifies as set forth below with respect to the sale and issuance by the Southeast Overtown/Park West Community Redevelopment Agency (the "Issuer") of the above -captioned bonds (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the public is the respective price listed in Schedule A. 2. Hold -the -Offering -Price Maturities (a) The Underwriter offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement dated , 2024, between the Underwriter and the Issuer, the Underwriter has agreed in writing that, (i) the Underwriter would retain the unsold Bonds of each Maturity of the Bonds and not allocate any such Bonds to any other Underwriter, (ii) for each Maturity of the Bonds, the Underwriter would neither offer nor sell any unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the - offering -price rule"), and (iii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the -offering -price rule. 3. The Underwriter has (a) determined the aggregate reoffering price of the Bonds to be $ representing the sum of the aggregate principal amount of the Bonds; (b) using a methodology acceptable to Bond Counsel, calculated the yield on the Bonds for arbitrage purposes to be %; and (c) using a methodology acceptable to Bond Counsel, calculated the weighted average maturity of the Bonds to be years. 4. No Bonds were sold in exchange for property or rights to use any other types of property. 4. Defined Terms. Schedule A. (a) General Rule Maturities means those Maturities of the Bonds listed in A-1 (b) Issuer means the Southeast Overtown/Park West Community Redevelopment Agency. (c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2024. (f) Tax Certificate means the No Arbitrage and Tax Certificate for the Bonds to which this certificate is attached. (g) Underwriter means, collectively, (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The Issuer may rely on the statements made herein in connection with its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended (the "Code"). Bryant Miller Olive P.A., Bond Counsel, may also rely on this certificate for purposes of its opinion regarding the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. However, notwithstanding the foregoing, we remind you that the Underwriter is not an accountant or actuary, nor is the Underwriter engaged in the practice of law. Accordingly, while the Underwriter believes the calculations described above to be correct, it does not warrant their validity for purposes of Sections 103 and 141 through 150 of the Code or make any representation as to the legal sufficiency of the factual matters set forth herein. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-2 Dated: , 2024 SIEBERT WILLIAMS SHANK & CO., LLC, as Underwriter By: Name: Title: A-3 SCHEDULE A TO ISSUE PRICE CERTIFICATE SALE PRICES OF THE BONDS [AND INITIAL OFFERING PRICES OF THE HOLD - THE -OFFERING -PRICE MATURITIES] $ TAX INCREMENT REVENUE BONDS, SERIES 2024 [to be inserted] [HOLD -THE -OFFERING -PRICE MATURITIES] A-4 SCHEDULE B TO ISSUE PRICE CERTIFICATE PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) A-5 EXHIBIT B Form of Opinion of Disclosure Counsel B-1 EXHIBIT C Form of Opinion of Special Agency Counsel C-1 EXHIBIT D Form of Opinion of Counsel to the Underwriter D-1 EXHIBIT "C" FORM OF PRELIMINARY OFFICIAL STATEMENT PRELIMINARY OFFICIAL STATEMENT DATED , 2024 NEW ISSUES — BOOK ENTRY ONLY Ratings: S&P: " " (See "Ratings" herein) In the opinion of bond counsel, assuming compliance by the Agency with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the Series 2024 Bonds will be excluded from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference for purposes of the federal alternative minimum tax; however, interest on the Series 2024 Bonds may be included in the "adjusted financial statement income" of certain "applicable corporations" that are subject to the 15 percent alternative minimum tax under section 55 of the Internal Revenue Code of 1986, as amended (the "Code'). See "TAX MATTERS" herein for a description of other tax consequences to holders of the Series 2024 Bonds. $150,000,000* SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY $ * TAX INCREMENT REVENUE BONDS SERIES 2024A VC: Bond $ * TAX INCREMENT REVENUE REFUNDING BONDS SERIES 2024B Dated: Date of Delivery Due: March 1, as shown on inside cover The Tax Increment Revenue Bonds, Series 2024A (the "Series 2024A Bonds") and the Tax Increment Revenue Refunding Bonds, Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bonds, the "Series 2024 Bonds") are being issued by Southeast Overtown/Park West Community Redevelopment Agency (the "Agency" or "SEOPW CRA") pursuant to the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), Resolution No. CRA-R 12-0061, adopted by the Board of Commissioners of the Agency ("Agency Board") on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025 adopted by the Agency Board on March 25, 2013, Resolution No. CRA-R-13-0039 adopted by the Agency Board on June 24, 2013, Resolution No. CRA-R-14-0051 adopted by the Agency Board on July 30, 2014 and Resolution CRA-R-24- adopted by the Agency Board on September 26, 2024 (collectively, the "Resolution"). The Series 2024A Bonds are being issued for the purpose of, together with any other available moneys, (i) financing the cost of the 2024 Redevelopment Projects; (ii) funding reserves for the Series 2024A Bonds; and (iii) paying certain costs of issuance of the Series 2024A Bonds. See "THE 2024 REDEVELOPMENT PROJECTS" herein. The Series 2024B Bonds are being issued for the purpose of, together with any other available moneys, (i) refunding all or a portion of the Agency 's Tax Increment Revenue Bonds, Series 2014A-1, currently outstanding in the aggregate principal amount of $23,945,000; (ii) funding reserves for the Series 2024B Bonds and (ii) paying certain cost of issuance of the Series 2024B Bonds. See "PLAN OF FINANCE" herein. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement, including all appendices attached hereto, to obtain information essential to making an informed investment decision. The Series 2024 Bonds are being issued by the Agency as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the Series 2024 Bonds will be payable semi-annually on March 1 and September 1, commencing March 1, 20[25]. Individual purchases will be made in book -entry form only through participants in denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2024 Bonds (the `Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2024 Bonds will be effected through the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the participants for subsequent disbursement * Preliminary, subject to change. to the Beneficial Owners. Principal of and interest on the Series 2024 Bonds will be payable by Regions Bank, N.A., Jacksonville, Florida, as Registrar and Paying Agent. Regions Bank, N.A., will also be serving as Fiscal Agent for the Series 2024 Bonds. Certain maturities of the Series 2024 Bonds are subject to optional and mandatory redemption prior to their respective maturities, as described herein. The Series 2024 Bonds are payable from and secured by a lien upon and pledge of the Pledged Revenues. Certain of the Tax Increment Revenues generated in the Redevelopment Area are expressly excluded from the definition of Pledged Tax Increment Revenues and therefore will not be part of the Pledged Revenues that will serve as security for the Series 2024 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS," "INVESTMENT RISK FACTORS" and "DESCRIPTION OF PLEDGED REVENUES - Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues," herein. In addition, the Agency has outstanding Parity Obligations which are secured by the Pledged Tax Increment Revenues. See "LIABILITIES OF THE AGENCY — Commitment and Contingencies" herein. The Agency may choose to insure all, some or none, of the Series 2024 Bonds. Such determination will be made by the Agency at the time the Series 2024 Bonds are marketed. In the event the Agency elects to provide for such insurance, the scheduled payment of principal of and interest on certain subsequently identified Series 2024 Bonds (the "Insured Bonds") will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2024 Bonds. See the inside cover page for maturities, principal amounts, interest rates, yields, prices and CUSIP numbers. THE SERIES 2024 BONDS AND THE INDEBTEDNESS REPRESENTED THEREBY ARE LIMITED OBLIGATIONS OF THE AGENCY SECURED SOLELY BY THE PLEDGED REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION AND SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL OR MORAL INDEBTEDNESS OR A PLEDGE OF THE FAITH AND CREDIT OF THE AGENCY, MIAMI-DADE COUNTY, FLORIDA, THE CITY OF MIAMI, FLORIDA, THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION. IT IS EXPRESSLY AGREED BY THE REGISTERED OWNER OF THE SERIES 2024 BONDS THAT SUCH REGISTERED OWNER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF MIAMI-DADE COUNTY, FLORIDA, THE CITY OF MIAMI, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2024 BONDS OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE RESOLUTION. IT IS FURTHER AGREED AS BETWEEN THE AGENCY AND THE REGISTERED OWNER OF THE SERIES 2024 BONDS THAT THE SERIES 2024 BONDS AND THE INDEBTEDNESS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY OTHER FUNDS OR PROPERTY OF OR IN THE AGENCY BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES. THE AGENCY HAS NO TAXING POWER. The Series 2024 Bonds are offered when, as, and if issued and received by the Underwriter, subject to the opinion on certain legal matters relating to their issuance by Bryant Miller Olive P.A., Miami, Florida, Bond Counsel. Certain legal matters for the Agency will be passed upon by the City Attorney of the City of Miami. Certain legal matters will be passed upon by Weiss, Serota, Herman, Cole & Bierman, P.L., Coral Gables, Florida, Disclosure Counsel. PFM Financial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the Agency. McGuireWoods LLP, Jacksonville, Florida, is serving as Underwriter's Counsel. It is expected that the Series 2024 Bonds in definitive form will be available for delivery to the Underwriter through the facilities ofDTC on or about December , 2024. Siebert Williams Shank & Co., LLC Dated: November , 2024 SERIES 2024A BONDS $ * Serial Bonds MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal (March 1) Amount Interest Rate Initial CUSIP Yield Price Numbert * Term Bond Due March 1, 20 at % Yield % Price ** Initial CUSIP No. **Priced to first call date, March 1, 20 . SERIES 2024B BONDS $ * Serial Bonds MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal (March 1) Amount Interest Rate * Preliminary, subject to change. Initial CUSIP Yield Price Numbert CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research System, Inc. Copyright © 2024 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Agency, the Underwriters or their agents or counsel assume responsibility for the accuracy of such numbers. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY BOARD OF COMMISSIONERS Christine King, Chair Miguel Angel Gabela Damian Pardo Joe Carollo Manolo Reyes EXECUTIVE DIRECTOR James McQueen FINANCE OFFICER Miguel Valentin CITY ATTORNEY (General Counsel to the Agency) George K. Wysong III, Esq. BOND COUNSEL Bryant Miller Olive P.A. Miami, Florida DISCLOSURE COUNSEL Weiss, Serota, Helfman, Cole & Bierman, P.L. Coral Gables, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP NW2ISTS NISH ST N 1gTHST W 1drH TE' NW 1 &TH ST 4PurµE�� NW'9. Arm NW 1TTHST MNZT.NDTER NW22NOTER U NW $TH 51.1 NW 581H TEN NW ISIN ST NW SIN ST NW EA... m �N'W9EA z NW "NO Si SEOPW NW TTH ST r!'/f ETH ST NW 11ST ST NW 2oTH Tea NW Win TEN NW ISTHST NW 1StH RT REFINE al RN 2255 LEGEND //,/ Original Boundries ///, 1985 Park West Addition ® Expanded 2009 Boundries MN INT-IST 1TT4T NW t6TH ST NW 1 sTHST NW IarHST 11 NWSTH ST ES,15T Sr NE 17TH TER NE 1TIN ET NE 1bNH SS NE I,TH TES NE 1,5 ST NE tarn ST NE I2TH ST RAMPS 1E TTTHTI NE LTH 9T NESR5 ST NE 1ST ST �!eE YorH TER NE 9TH ST PORT BI THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE AGENCY, THE CITY OF MIAMI, FLORIDA, MIAMI-DADE COUNTY, FLORIDA, DTC AND OTHER SOURCES THAT ARE BELIEVED TO BE RELIABLE. THE INFORMATION AND EXPRESSIONS OF OPINION STATED HEREIN ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER WILL CREA 11,, UNDER ANY CIRCUMSTANCES, ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DESCRIBED HEREIN SINCE THE DA 1'E HEREOF. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE AGENCY OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE SERIES 2024 BONDS, OTHER THAN AS CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE AGENCY. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR WILL THERE BE ANY SALE OF THE SERIES 2024 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2024 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING ACTIVITY, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2024 BONDS TO CERTAIN DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of its responsibilities under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2024 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. This Official Statement contains certain "forward -looking statements" concerning the Agency's operations, performance and financial condition, including its future economic performance, plans and objectives. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the Agency. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward -looking statements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2024 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE AGENCY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2024 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORII'IES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE AGENCY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2024 BONDS. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE WEBSITE: WWW.MUNIOS.COM. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM SUCH WEBSITE. THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE AGENCY FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(b)(1). TABLE OF CONTENTS [ADD TOC] APPENDIX A: GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY APPENDIX B: THE RESOLUTION APPENDIX C: FINANCIAL STATEMENT OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 APPENDIX D: FORM OF BOND COUNSEL OPINION APPENDIX E: FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX F: FORM OF BOND INSURANCE i OFFICIAL STATEMENT RELATING TO $150,000,000* SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY $ * $ TAX INCREMENT REVENUE BONDS TAX INCREMENT REVENUE REFUNDING SERIES 2024A BONDS SERIES 2024B INTRODUCTION The purpose of this Official Statement, including the cover page and appendices hereto, is to set forth information concerning the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") and the issuance of its $ * Tax Increment Revenue Bonds, Series 2024A (the "Series 2024A Bonds") and its $ * Tax Increment Revenue Refunding Bonds, Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bonds, the "Series 2024 Bonds"). The Series 2024 Bonds are being issued by the Agency pursuant to the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes as amended, and other applicable provisions of law (the "Act"), Resolution No. CRA-R-12-0061, adopted by the Board of Commissioners of the Agency ("Agency Board") on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025 adopted by the Agency Board on March 25, 2013, Resolution No. CRA-R-13-0039 adopted by the Agency Board on June 24, 2013, Resolution No. CRA-R-14-0051 adopted by the Agency Board on July 30, 2014, and Resolution No. CRA-R-24- adopted by the Agency Board on September , 2024 (collectively, the "Resolution"). The Series 2024A Bonds are being issued for the purpose of, together with any other available moneys, (i) financing the cost of some or all of the 2024 Redevelopment Projects; (ii) funding reserves for the Series 2024A Bonds; and (iii) paying certain costs of issuance of the Series 2024A Bonds. See "THE 2024 REDEVELOPMENT PROJECTS" herein. The Series 2024B Bonds are being issued for the purpose of, together with any other available moneys, (i) to refund the Agency's Tax Increment Revenue Bonds, Series 2014A-1, currently outstanding in the amount of $23,945,000; (ii) funding reserves for the Series 2024B Bonds; and (iii) paying certain cost of issuance of the Series 2024B Bonds. See "PLAN OF FINANCE" herein. The Series 2024 Bonds will be payable solely from the Pledged Revenues. Certain of the Tax Increment Revenues generated in the Redevelopment Area are expressly excluded from the definition of Pledged Tax Increment Revenues and therefore will not be part of the Pledged Revenues that will serve as security for the Series 2024 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS" herein. The Series 2024 Bonds and the indebtedness represented thereby are limited obligations of the Agency secured solely by the Pledged Revenues in the manner and to the extent provided in the Resolution and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the Agency, Miami -Dade County, Florida (the "County"), the City of Miami, Florida (the "City"), the State of Florida or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation. It is expressly agreed by the registered owner of the Series 2024 Bonds that such registered owner shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the County, the City, the State of Florida or any political subdivision thereof or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on the Series 2024 Bonds or for the payment of any other amounts provided for in the Resolution. It is further agreed as between the Agency and the registered owner of the Series 2024 Bonds that the Series 2024 Bonds and the indebtedness evidenced thereby shall not constitute a lien * Preliminary, subject to change. 1 upon any other funds or property of the Agency but shall constitute a lien only on the Pledged Revenues. The Agency has no taxing power. The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized terms used in this Official Statement and not otherwise defined herein have the meanings set forth in the Resolution, unless the context would clearly indicate otherwise. A copy of the Resolution is attached hereto as "APPENDIX B - THE RESOLUTION". INVESTMENT RISK FACTORS THE PURCHASE OF THE SERIES 2024 BONDS INVOLVES A DEGREE OF RISK, AS IS THE CASE WITH ALL INVESTMENTS. EXCEPT AS SPECIFICALLY DESCRIBED BELOW, FACTORS THAT COULD AFFECT THE AGENCY'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE RESOLUTION, INCLUDING WITHOUT LIMITATION THE TIMELY PAYMENT OF PRINCIPAL OF AND INTEREST ON THE SERIES 2024 BONDS, INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: 1. Concentration of Revenues. The amount of future collections of Pledged Tax Increment Revenues to pay debt service on the Series 2024 Bonds and Parity Obligations is dependent, in part, upon the assessed value of taxable real property in the Redevelopment Area. The assessed value of taxable real estate in the Redevelopment Area could be impacted by numerous local events, that might reduce the value of real property within the Redevelopment Area, including, without limitation, new developments, slated developments not being completed, natural disasters (such as hurricanes and other major tropical storms to which South Florida generally is subject), public acquisition of property within the Redevelopment Area by the State or political subdivisions exercising their respective rights of eminent domain, or social, economic or demographic factors (or adverse public perceptions thereof) beyond the control of the Agency. Any or all such events could adversely affect the realization and receipt of Pledged Tax Increment Revenues and the ability of the Agency to pay debt service on the Series 2024 Bonds and Parity Obligations. 2. Appeals of Assessments. State law allows taxpayers to dispute ad valorem tax assessment valuations. Any volume of appeals which is successful in reducing the overall assessed value of taxable real property in the Redevelopment Area could result in reduced amounts of Pledged Tax Increment Revenues. If such appeals resulted in a reduction in the overall assessed value of the taxable real property in the Redevelopment Area, they could have an adverse impact on the ability of the Agency to pay debt service on the Series 2024 Bonds and Parity Obligations. 3. Reduction in Millage Rates. The addition of significant numbers of new taxpayers or an increase of property values outside the Redevelopment Area could in the future result in an environment favorable to the reduction of the millage rates. It could be determined that the millage rates should be reduced for other reasons as well. Any reduction in millage rates could reduce the amount of Pledged Tax Increment Revenues payable, which in turn, could negatively impact the ability of the Agency to pay debt service on the Series 2024 Bonds and Parity Obligations. THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY Overview The Southeast Overtown/Park West Community Redevelopment Agency was created in 1982. The Agency is a public body corporate and politic created pursuant to the Act in order to pursue a program of community redevelopment within designated portions of the City, as permitted by the Act. Its boundaries were established in 1982 and expanded in 1985 and 2009. The Agency is responsible for implementing the redevelopment plan as adopted and amended from time to time, (the "Redevelopment Plan"). The Agency's Redevelopment Plan includes the generation of successful redevelopment projects, from both the private and public sector, such as mixed -use construction developments that include revitalizing dilapidated buildings and improving public infrastructure. The Agency's Redevelopment Plan contemplates action to be taken by the Agency to eliminate unsanitary, economic, and physical conditions that contribute to slums and blight and create a neighborhood with small urban parks, residential complexes, greenways, sidewalk merchants and pedestrian -friendly streets that promote walking within the neighborhood. 2 The mission of the Agency as set forth in the Redevelopment Plan is to improve the quality of life for residents and stakeholders within the Redevelopment Area through activities and programs that create new job opportunities, substantially improve the quality of housing stock and improve the physical appearance of the Redevelopment Area. The current boundaries, which includes the original 1982 boundaries, the 1985 and 2009 expanded boundaries, of the Redevelopment Area are set forth in the map on the inside cover of this Official Statement. Such boundaries may be expanded from time -to -time with the approval of the County Commission and the City Commission only after complying with State Law including a Finding of Necessity. The 2024 Redevelopment Projects are located within the boundaries of the Redevelopment Area. [INSERT MAP OF MIAMI SHOWING SEO/PW CRA'S POSITION IN CITY] The Agency Board is comprised of the members of the City Commission, and it is a separate, distinct and independent board from the governing body of the City. The current members of the Agency Board are: Christine King, Chair Miguel Angel Gabela Damian Pardo Joe Carollo Manolo Reyes James D. McQueen. Mr. McQueen serves as the Interim Executive Director of the Agency and is responsible for the day-to-day operations and management of the Agency. Mr. McQueen, an accomplished professional with a Juris Doctorate from the University of Florida and a Bachelor of Science in Business Administration from the University of Miami, has dedicated his career to public service and community empowerment. Currently the Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, he excels in translating the Agency's Board's vision into impactful projects, overseeing infrastructure upgrades and economic development initiatives that breathe new life into the community. His previous role as Chief of Staff for the City of Miami Board of City Commissioners allowed him to hone his lobbying and public administration skills, advocating for policies that foster growth and improve the quality of life for residents. With a passion for revitalizing neighborhoods and a commitment to sustainable development, Mr. McQueen continues to make a significant difference in the lives of those he serves. Miguel A. Valentin. Mr. Valentin serves as the Financial Officer of the Agency and is responsible for the preparation and monitoring of annual budgets, financial reporting for all aspects of the Agency, administration of the grants and other revenue sources, maintenance of all financial transactions and responsibility for the proper and authorized expenditures of all sources of Agency funding. Mr. Valentin is a Certified Public Accountant in the State of Florida and has a Master Degree from Texas A & M International University in International Logistics. His past work experience includes the City of Miami — Internal Audit Department as Senior Internal Auditor, a short stint with Miami Dade County DERM as an accountant on FEMA projects, and prior to that, experience in the private sector in the public accounting area as well as an operational auditor with cost controlling responsibilities. Composition of the Agency Tax Base The Redevelopment Area currently includes approximately 650 acres and consists of 3,678 parcels of which 3,014 are taxable and 664 are tax exempt. Set forth in the table below is information which details the composition of the parcels located within the Redevelopment Area, by use, for the 2023 tax year. See "DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues" herein. 3 Warehouse or Storage Vacant Land Utility Townhouse Condominium Multifamily Parking Lot Commercial Co-op Industrial Mixed Use Institutional Entertainment Government Hotel Other Totals Taxable Property Type by Categories in Redevelopment Area Original Boundaries 0.75% 12.86% 0.32% 51.73% 15.59% 16.79% 0.61% 0.05% 1.23% 0.06% 100.00% 1985 Park West Addition Source: Miami Dade County Property Appraiser Office. 7.45% 52.26% 15.65% 24.63% 100.00% 2009 Expanded Boundaries 5.69% 27.83% 0.20% 2.80% 6.06% 25.57% 1.57% 22.68% 1.98% 1.35% 1.85% 1.87% 0.55% 100% Total for Redevelopment Area 100.00% Set forth in the following table are the top ten property owners (by assessed value) within the Redevelopment Area by amounts of taxes paid during the twelve-month period ended June 30, 2024. Parcel Address 25 NE 5 St. 400 NW 1 Ave. 698 NE 1 Ave. 100 NW 6 St. 218 NW 8 St. 650 NE 2 Ave. 700 NW 1 Ave. 50 NE 9 St. 700 N Miami Ave. 240 N Miami Ave. Top Ten Taxable Property Owners (by assessed value) Name 5 Plaza LLC Dt Residential South LLC Block G Phase 1, LLC Dt Residential North LLC Avanti Residential Arte Zm Mwc Owner LLC B9 2mc Owner LLC Verizon Data Centers V LLC Wg 700 North Miami LLC Grand Station Partners LLC Total top ten parcels Total CRA Value of top ten parcels as a percentage of total CRA Source: Miami Dade County Property Appraiser Office. 4 Taxable Assessed Value $ 259,499,769 144,716,000 132,495,000 121,847,000 92,800,000 89,751,200 82,038,000 78,700,000 74,402,304 63,800,000 $1,140,049,273 $4,921,717,644 23% Set forth in the following table is the historical taxable assessed value for the Redevelopment Area. Tax Year Historical Taxable Assessed Values of Redevelopment Area Original Boundaries Base Year: $78,305,502 2014 $ 1,091,625,807 2015 1,220,778,332 2016 1,384,979,716 2017 1,559,425,368 2018 1,584,081,571 2019 1,607,269,675 2020 1,690,815,198 2021 2,655,557,550 2022 2,626,890,437 2023 3,281,510,195 2024 3,677,587,568 1985 Park West Expansion Base Year: $37,461,910 2009 Expanded Boundaries Base Year: $94,245,513 $ 121,266,407 $ 55,673,032 136,735,577 85,278,687 146,888,249 90,418,524 162,433,588 111,069,3 78 195,984,433 137,565,832 198,616,011 196,892,966 211,307,529 204,486,069 246,897,494 445,763,818 274,732,883 454,277,066 314,048,299 443,002,750 349,648,239 Source: Miami -Dade County Property Appraiser Office. Total Taxable Assessed Value The following table presents the preliminary taxable assessed values for the Redevelopment Area, which were certified by the County Budget Director to the State of Florida Department of Revenue: Tax Year 2025 Preliminary Taxable Assessed Values of Redevelopment Area Original Boundaries (Base Year: $78,305,502) 2025 $ 4,147,327,831 Source: Miami -Dade County Property Appraiser Office. 2009 Expanded Boundaries (Base Year: $94,245,513) $ 398,978,359 1985 Park West Addition (Base Year: $37,461,910) $ 375,411,454 THE 2024 REDEVELOPMENT PROJECTS Total Taxable Assessed Value $4,921,717,644 The proceeds of the grants to be financed by the issuance of the Series 2024 Bonds are to be used to pay all or part of the costs of the construction and/or rehabilitation of certain redevelopment projects, including demolition of existing structures and improvements required in connection therewith, undertaken pursuant to the Redevelopment Plan and designated by resolution of the Agency. In addition to financing the grants, a portion of the proceeds of the Series 2024 Bonds will be used to construct a new affordable housing development consisting of a 5-story 24-unit building to be owned by the Agency. The total estimated investment in the 2024 Redevelopment Projects from the public and private sector is $ . The 2024 Redevelopment Projects to be undertaken include all or part of the following: Housing Trust Group (Rainbow Village I) - new construction of not less than 310 units of affordable/workforce housing units to be located at , Miami, Florida, % of which will be dedicated for persons or families with incomes that do not exceed [60%] of AMI. Also including a new community center, a daycare center and commercial space for local businesses. [This project will be owned by or leased to a private developer]. The total grant from the Agency to this project will not exceed $ . In addition to the grant from the Agency, project funding is comprised of loans and private equity of approximately $ In order for the grant being financed for this project to be funded it will take approximately [six] months to (i) consummate a loan closing and Funding Agreement described below, and (ii) [complete the preconstruction permitting process]. Thereafter it will take approximately [18] months to complete construction. 5 Housing Trust Group and AM Affordable Housing, Inc. (Courtside Apartments) - new construction of two five -story residential buildings with approximately affordable housing units and a parking garage to be located at , Miami, Florida, of which not less than [50%] of the units will be dedicated for persons or families with incomes that do not exceed [60%] of AMI and the balance of such units will be dedicated for persons or families with incomes that do not exceed [120%] of AMI. [This project will be owned by or leased to a private developer]. The total grant from the Agency to this project will not exceed $ . In addition to the grant from the Agency, project funding is comprised of other [bond proceeds and private equity] of approximately $ This project is [in the final stages of completing the permitting process and is substantially ready to break ground]. In order for the grant being fmanced for this project to be funded it will take approximately [two to three months] to consummate a loan closing and Funding Agreement described below. It will then take approximately [18] months to complete construction. Block 45, LLC - new construction, to be known as Atlantic Station a mixed use, mixed income, transit oriented development to be located , Miami, Florida, [100%] of the units of which will be dedicated for persons or families with incomes that do not exceed [60%] of the AMI. [This project will be leased to a private developer]. The total grant from the Agency to this project will not exceed $ . In addition to the grant from the Agency, project funding is comprised of [other bond proceeds and private equity] of approximately $ In order for the grant being financed for this project to be funded it will take approximately [six] months to (i) consummate a loan closing and Funding Agreement described below, and (ii) [complete the preconstruction permitting process]. Thereafter it will take approximately [18] months to complete construction. Atlantic Pacific Communities, LLC - Redevelopment of Culmer Gardens and Culmer Place public housing sites, consisting of 779 mixed income units and/or 599 affordable units. [These projects are owned by private individuals]. The total grant from the Agency to this project will not exceed $ . It is anticipated that this project will be totally funded by the grant from the Agency. [Any outside funding] In order for the grant being financed for this project to be funded it will take approximately [six] months to (i) consummate the grant agreement described below, and (ii) complete the preconstruction permitting process. Thereafter it will take approximately [15] months to complete construction. Agency's Affordable Housing - A new affordable housing development consisting of a 5-story 24-unit building to be owned by the Agency. Funding for this project will be used directly for the construction, in the amount of approximately $ of bond proceeds. The net proceeds derived from the issuance and sale of the Series 2024A Bonds will be deposited into the Construction Fund, held by the Funds Trustee, and will only be used to (i) fund certain grants, the proceeds of which will be used to pay all or part of the costs related to 2024 Redevelopment Projects, (ii) fund the construction of the Agency's Affordable Housing and (iii) pay cost of issuance of the Series 2024A Bonds.. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Development/Grant Agreements The Agency will enter into separate development agreements with the developers of the 2024 Redevelopment Projects as such: Housing Trust Group, the developers of Rainbow Village I, Housing Trust Group and AM Affordable Housing, Inc. the developers of Courtside Apartments, Block 45, LLC the developers of Atlantic Station and Atlantic Pacific Communities, LLC, the developers of Culmer Gardens and Culmer Place. Each of the development agreements contemplates that a grant will be made by the Agency to a not -for -profit corporation (the "Non -Profit") which will loan the proceeds of the grant to an affiliate of the developer (the "Affiliate Lender") which will loan the proceeds of the grant to the developer. The proceeds of the loan will be in the amount of the grant from the Agency to the Non -Profit and will be disbursed by the Affiliate Lender pursuant to the terms of a funding agreement (the "Funding Agreement") by and between the lender providing the funds for the respective project (the "Lender"), the Agency, the Non -Profit, the developer, the Affiliate Lender and any other parties providing funds required for the development of the respective project. Pursuant to the Funding Agreement, the Lender will receive and disburse the proceeds of the grant from the Agency together with all other funds required to complete the respective project in accordance with the approved project budget, on a monthly basis based upon construction draw requests with 6 appropriate lien waivers and other supporting documentation evidencing that the respective project is being completed in accordance with the plans and specifications in accordance with the approved budget. PLAN OF FINANCE Refunded Bonds To affect the refunding of the Refunded Bonds, the Agency will enter into an Escrow Deposit Agreement (the "Escrow Deposit Agreement") with Argent Trust Company, as escrow agent (the "Escrow Agent"). The moneys required to refund the Refunded Bonds will be made available upon the issuance of the Series 2024B Bonds. Conditioned on the issuance of the Series 2024B Bonds, the Refunded Bonds maturing on and will be irrevocably called for redemption and redeemed on , at a redemption price equal to 100% of the principal amount of the Refunded Bonds to be redeemed, plus accrued interest to the date fixed for redemption. Pursuant to the terms of the Escrow Deposit Agreement, the City will deposit a portion of the proceeds of the Series 2024B Bonds, together with other available moneys of the City, in separate escrow deposit trust fund (an "Escrow Fund") held by the Escrow Agent and apply a portion thereof to the purchase of direct obligations of the United States of America (the "Refunding Securities"). The Refunding Securities, together with the interest thereon and a cash balance on deposit in the Escrow Funds are calculated to be sufficient to pay all principal of and interest on the Refunded Bonds to their redemption date. By deposit of the Refunding Securities and uninvested cash with the Escrow Agent pursuant to the Escrow Deposit Agreement as described above, it is the opinion of Bond Counsel (rendered in reliance upon the verifications of Robert Thomas CPA, LLC, described under "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein) that the Refunded Bonds will be deemed paid in accordance with, and no longer outstanding under, the provisions of the resolution pursuant to which such Refunded Bonds were issued. The maturing principal of and interest on the Refunding Securities and uninvested cash held by the Escrow Agent will not be available to pay the principal of, or interest on, the Series 2024 Bonds, nor shall any such amounts be available to pay any porition of the costs of the 2024 Redevelopment Projects. [Remainder of page intentionally left blank] 7 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2024 Bonds: SOURCES: Principal Amount of [Plus/less [net] Original Issue Discount/Premium] TOTAL SOURCES Series 2024A Bonds Series 2024B Bonds USES: Deposit to the Construction Fund* $ $ Deposit to Escrow Account Costs of Issuance Deposit to Reserve Account TOTAL USES * For Grants and Affordable Housing Project See "THE DEVELOPMENT PROJECTS" herein. 0) Includes underwriter's discount, financial advisory and legal fees and expenses, rating agency fees, Insurance Policy and miscellaneous other costs of issuance. [Remainder of page intentionally left blank] 8 DEBT SERVICE SCHEDULE The following table sets forth the debt service schedules for the Series 2024 Bonds. Bond Series 2024 Series 2024 Series 2024 Year Principal Interest Total Total Bonds 2025 $ 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 Total DESCRIPTION OF THE SERIES 2024 BONDS General Each Series of the Series 2024 Bonds shall be issued as fully registered, book -entry only bonds in the denomination of $5,000 and integral multiples of thereof through the book -entry only system maintained by The Depository Trust Company, New York, New York. Each Series of Series 2024 Bonds shall be numbered consecutively from 1 upward preceded by the letter "R" prefixed to the number. The principal and redemption premium, if any, on the Series 2024 Bonds shall be payable upon presentation and surrender at the designated corporate trust office of at the designated office of Argent Trust Company, Tampa, Florida or its successors, as Bond Registrar and Paying Agent (the "Registrar"), and to pay, solely from such special revenues, interest (calculated on the basis of a 360-day year of twelve 30-day months) is payable semiannually on the first day of March and the first day of September of each year, commencing on March 1, 20[25]. Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the Agency maintained by the Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date") or by wire transfer to Registered Owners of $1,000,000 or more in principal amount of Bonds, irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date, unless the Agency shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mail, postage prepaid, by the Agency to the Registered Holders of Bonds not less than fifteen days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE AGENCY BELIEVES TO BE RELIABLE, BUT NEITHER THE AGENCY NOR THE UNDERWRITER TAKES ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF. 9 The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2024 Bonds. Each Series of the Series 2024 Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered certificate will be issued for each maturity of each Series of the Series 2024 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating: "AA+". The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2024 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series of Series 2024 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2024 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2024 Bonds, except in the event that use of the book -entry system for the Series 2024 Bonds is discontinued. To facilitate subsequent transfers, all Series 2024 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2024 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2024 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2024 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2024 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2024 Bonds, such as redemptions and proposed amendments to the Series 2024 Bond documents. For example, Beneficial Owners of Series 2024 Bonds may wish to ascertain that the nominee holding the Series 2024 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of a Series of the Series 2024 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 10 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2024 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2024 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2024 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the Agency or Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Series 2024 Bonds held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Registrar or the Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Agency or the Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2024 Bonds at any time by giving reasonable notice to the Agency or Registrar. Under such circumstances, in the event that a successor depository is not obtained, Series 2024 Bond certificates are required to be printed and delivered. The Agency may decide to discontinue use of the system of book -entry only transfers through DTC (or a successor securities depository). In that event, Series 2024 Bond certificates will be printed and delivered to DTC. Thereafter, Series 2024 Bond certificates may be transferred and exchanged as described in the Resolution. THE AGENCY AND THE REGISTRAR WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE SERIES 2024 BONDS, FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2024 BONDS OR THE PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL OR INTEREST ON THE SERIES 2024 BONDS, TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2024 BONDS FOR REDEMPTION. Optional Redemption The Series 2024A Bonds maturing on or after March 1, shall be further subject to redemption, in whole or in part, at the option of the Agency at any time on or after March 1, , at a redemption price equal to the principal amount of the Series 2024A Bonds to be redeemed plus any accrued interest on such Series 2024A Bonds to the date fixed for redemption. If the Series 2024A Bonds are redeemed in part, then the Series 2024A Bonds may only be redeemed in an amount such that the unredeemed portion of the Series 2024A Bonds is in a denomination permitted under the Resolution. Mandatory Redemption The Series 2024A Bonds maturing on March 1, 20 will be subject to mandatory redemption prior to maturity, by lot, in such manner as the Registrar may deem appropriate, at a redemption price equal to par plus accrued interest to the redemption date, on March 1, 20 and on each March 1 thereafter, from moneys deposited in the Debt Service Account, in the following Amortization Requirements in the years specified: *Maturity Year Amortization Requirements 11 Notice of Redemption Notice of redemption of the Series 2024 Bonds being redeemed shall be given by the deposit in the U.S. mails of a copy of said redemption notice, postage prepaid, at least thirty and not more than sixty days before the redemption date to all Registered Owners of the Series 2024 Bonds or portions of Series 2024 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with provisions hereof. Failure to mail any such notice to a Registered Owner of a Series 2024 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2024 Bonds or portion thereof with respect to which no failure or defect occurred. Each notice shall set forth the date fixed for redemption of the Series 2024 Bonds being redeemed, the series designation of such Series 2024 Bond, the redemption price to be paid, the date of such notice, the original issue date of such Series 2024 Bond, the maturity date and rate of interest (or interest rate method) borne by each Series 2024 Bond being redeemed, any conditions to such redemption or the reservation of the Agency of the right to rescind such notice of redemption, the name, address and telephone number of the person designated by the Registrar to be responsible for such redemption and, if less than all of the Series 2024 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP Numbers, if any, of such Series 2024 Bond to be redeemed and, in the case of Series 2024 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2024 Bonds is to be redeemed in part only, the notice of redemption which relates to such Series 2024 Bond shall also state that on or after the redemption date, upon surrender of such Series 2024 Bond, new Series 2024 Bond or Series 2024 Bonds, in a principal amount equal to the unredeemed portion of such Series 2024 Bond will be issued. Any notice mailed as provided in the Resolution shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2024 Bond receives such notice. In addition to the mailing of the notice described in the Resolution, each notice of redemption shall be sent to the Electronic Municipal Market Access System operated by the Municipal Securities Rulemaking Board or such other similar system hereafter established for similar disclosure purposes; provided however, that failure of such notice or failure to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above in the Resolution. Notwithstanding the foregoing or any other provision of the Resolution, notice of optional redemption pursuant to the Resolution may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the Agency if expressly set forth in such notice. Replacement of Bonds Mutilated, Destroyed, Stolen or Lost In case any Series 2024 Bond shall become mutilated, or be destroyed, stolen or lost, the Agency may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2024 Bond of like tenor as the Series 2024 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2024 Bond upon surrender and cancellation of such mutilated Series 2024 Bond or in lieu of and substitution for the Series 2024 Bond destroyed, stolen or lost, and upon the Holder furnishing the Agency and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Agency or the Registrar may prescribe and paying such expenses as the Agency and the Registrar may incur. All Series 2024 Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Series 2024 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2024 Bond, the Agency may pay the same or cause the Series 2024 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2024 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2024 Bonds issued pursuant to the Resolution shall constitute original, additional contractual obligations on the part of the Agency, whether or not the lost, stolen or destroyed Series 2024 Bond be at any time found by anyone, and such duplicate Series 2024 Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Revenues to the same extent as all other Series 2024 Bonds issued under the Resolution. Additional Bonds and Parity Obligations Pursuant to the Resolution no Additional Bonds may be issued under the Resolution and no Parity Obligations may be hereafter issued or incurred, unless the Agency shall have first complied with the requirements of the 12 Resolution. Additional Bonds may be issued from time to time, and Parity Obligations may be issued or incurred from time to time, for the purpose of financing Projects, for the purpose of refunding or refinancing Bonds, Parity Obligations or Subordinated Indebtedness, previously issued to pay the cost of or debt service on obligations of the Agency incurred to finance Projects, or other obligations of the Agency, including in each case, costs and expenses incidental thereto. (1) Additional Bonds and Parity Obligations may be issued or incurred upon compliance with the following requirements: (a) Amounts in the Tax Increment Revenue Bond Fund and the accounts and subaccounts therein are sufficient to satisfy the Reserve Requirements, the Rebate Amount and the Debt Service Requirements with respect to the Outstanding Bonds in the then -current Bond Year or the Agency has made provisions for the payment thereof in accordance with the Resolution, and the Agency must have complied with the covenants and provisions of the Resolution and any Supplemental Resolution hereafter adopted for the issuance of Additional Bonds or Parity Obligations, unless upon the issuance or incurrence of such Additional Bonds or Parity Obligations, the Agency will be in compliance with all such covenants and provisions. (b) A certificate of the Agency's Executive Director or an independent certified public accountant filed with the Executive Director reciting that, based on necessary information, the amount of Modified Pledged Tax Increment Revenues (as defined below), together with net investment earnings on the funds and accounts hereunder and available for the payment of debt service thereon, for the immediately preceding Fiscal Year, equaled at least one hundred fifty percent (150%) of the Maximum Annual Debt Service (including in such calculation the Bonds and Parity Obligations then Outstanding and the Additional Bonds and Parity Obligations proposed to be issued). (c) Each Supplemental Resolution authorizing the issuance of Additional Bonds shall recite that all of the covenants herein contained will be fully applicable to such Additional Bonds and Parity Obligations as if originally issued hereunder. Except as otherwise provided in the Resolution, Additional Bonds and Parity Obligations issued pursuant to the terms and conditions of the Resolution shall be deemed on a parity with all Bonds and Parity Obligations then Outstanding, and all of the covenants and other provisions of the Resolution shall be for the equal benefit, protection and security of the Holders of any Bonds and Parity Obligations originally authorized and issued pursuant to the Resolution and the Holders of any Bonds or Parity Obligations evidencing additional obligations subsequently created within the limitations of and in compliance with this Article. (d) In the event any Additional Bonds or Parity Obligations are issued for the purpose of refunding any Bonds or Parity Obligations then Outstanding, the conditions of the Resolution shall not apply if (i) the final maturity date of the Additional Bonds or Parity Obligations being issued is not later than the fmal maturity date of the Bonds or Parity Obligations being refunded by such Additional Bonds, and (ii) the Debt Service Requirement for the then current or any future Bond Year with respect to such Additional Bonds or Parity Obligations does not exceed the Debt Service Requirement for the then current or any future Bond Year with respect to the Bonds or Parity Obligations being refunded by such Additional Bonds or Parity Obligations. The conditions of the Resolution shall apply to Additional Bonds and Parity Obligations issued to refund Subordinated Indebtedness and to Additional Bonds and Parity Obligations issued for refunding purposes which cannot meet the conditions of the first sentence in this paragraph (d). (e) Notwithstanding any other provision contained in the Resolution, the Agency may not issue any Additional Bonds or Parity Obligations if at the time of such issuance there shall have occurred an event of default which has not been cured or satisfied, unless such event of default shall be cured upon the issuance of such Additional Bonds or Parity Obligations. (2) The Agency may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with the Resolution, as shall be provided by ordinance or resolution of the Agency; provided, however, that such bond anticipation notes may be issued only if (i) the requirements of the Resolution for the issuance of Additional Bonds are satisfied or (ii) such bond anticipation notes are issued as Subordinated Indebtedness. 13 (3) Subordinated Indebtedness may become parity indebtedness under the Resolution and be treated as Additional Bonds for all purposes thereof if as of the date of calculation at any time after the issuance thereof such Subordinated Indebtedness shall meet each of the requirements imposed upon the issuance of Additional Bonds by the Resolution, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds issued on the date of calculation. In connection with such accession of Subordinated Indebtedness, the Agency shall either create a separate subaccount in the Reserve Account and fund the Reserve Requirement with respect thereto, to the extent applicable, or designate such Bonds as a Series secured by the Composite Reserve Subaccount and fund the increase in the Composite Reserve Requirement attributable thereto in accordance with the Resolution. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to the Resolution, and such Subordinated Indebtedness shall be considered Additional Bonds for all purposes provided in the Resolution. For the purposes of paragraph (1)(b) above, Modified Pledged Tax Increment Revenues is defined as follows: "Modified Pledged Tax Increment Revenues" means the Pledged Tax Increment Revenues received by the Agency in the immediately preceding Fiscal Year, modified to reflect the Pledged Tax Increment Revenues which the Agency would have received in such Fiscal Year (a) if (i) the total assessed valuation of the taxable real property in the Redevelopment Area used to determine the amount of Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had been equal to the total assessed valuation of the taxable real property in the Redevelopment Area determined in the most recent Property Assessment Certification of the County Property Appraiser, or the total assessed valuation of such taxable real property after the fmal determination of all property assessment appeals to the property appraisal assessment board appointed under Florida law, whichever is most recent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment Trust Fund used to determine the amount of the Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had such millage rates been reduced or rolled -back, in accordance with applicable law then in effect, to reflect the increase in the assessed valuation of the taxable real property in the Redevelopment Area set forth in clause (i) above, or the actual millage rates adopted by such taxing authorities subsequent to the most recent Property Assessment Certification referred to above, if then available; provided, however, that such Pledged Tax Increment Revenues determined in accordance with clause (i) and (ii) above shall be pro -rated for a partial year assessment, if applicable, and (b) with respect to the amount of the Pledged Tax Increment Revenues received by the Agency in each Fiscal Year prior to Fiscal Year 2017, assuming that the provisions of 5.e of the 2007 Interlocal Agreement were then in effect (Section 5.e of the 2007 Interlocal Agreement provides that for Fiscal Years 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of the tax increment revenues collected from such projects (the "2007 Interlocal Agreement TIF Revenues") to the taxing authorities which paid such revenues into the Redevelopment Trust Fund as provided therein, however the City has agreed to return its portion back to the Agency for the development of affordable housing by the Agency), thereby resulting in a reduction in the amount of the Pledged Tax Increment Revenues available to the Agency in each such Fiscal Year in an amount equal to the assumed 2007 Interlocal Agreement TIF Revenues for such Fiscal Year. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS General The payment of the principal of, premium, if any, and interest on the Series 2024 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues, all in the manner and to the extent provided in the Resolution, and, as provided in the Resolution, the Agency irrevocably pledged such Pledged Revenues, all to the payment of the principal of, premium, if any, and interest on the Series 2024 Bonds, the funding and maintaining of the reserves therefor as required in the Resolution and for all other payments as provided in the Resolution. The pledge and lien on Pledged Revenues securing the Series 2024 Bonds shall be prior and superior to all other liens or encumbrances on the Pledged Revenues; provided, however, that the pledge of and lien on the Pledged Tax Increment Revenues shall be on a parity with the pledge thereof and lien thereon securing any Parity Obligations and any Additional Bonds issued or incurred as provided in the Resolution. Notwithstanding the foregoing, however, nothing herein provided shall be deemed to grant or create a lien on any subaccount in the Construction Fund or Reserve Account created with respect to a particular Series of Bonds in favor of the owners of Bonds of any other Series. Each subaccount in the Construction Fund shall secure only the Series of Bonds with respect to which such subaccount was created. Each subaccount in the Reserve Account shall secure only the Series of Bonds expressly designated to be secured thereby. The Series 2024 Bonds may be secured by the Reserve Account or any subaccount therein. Is so secured a Reserve Requirement will be established with respect to the Series 2024 Bonds. In addition, 14 nothing in the Resolution shall be deemed to grant or create a lien on any funds in the Rebate Account, including investment earnings thereon. "Bonds" means the Series 2024 Bonds, any unrefunded Series 2014 Bonds, and any Additional Bonds issued pursuant to the Resolution. "Parity Obligations" means obligations of the Agency, other than Bonds, [including the City Obligation] and other obligations issued or incurred as permitted under the Resolution and secured by a lien on the Pledged Tax Increment Revenues on a parity with the lien thereon securing the Bonds as provided in the Resolution. See "LIABILITIES OF THE AGENCY — Commitment and Contingencies" herein. The "Pledged Revenues" are defined in the Resolution to mean Pledged Tax Increment Revenues and amounts held in the funds and accounts established by the Resolution, except that (i) amounts held in the Rebate Account shall be used solely for the purposes provided in the Resolution and (ii) amounts in the subaccounts in the Reserve Account and Construction Fund shall secure only the Series of Bonds for which it was established in accordance with the provisions hereof. The Series 2024 Bonds may be secured by the Reserve Account or any subaccount therein. If so secured, a Reserve Requirement will be established with respect to the Series 2024 Bonds. "Pledged Tax Increment Revenues" means Tax Increment Revenues, excluding for all purposes the 2007 Interlocal Agreement TIF Revenues, the Gran Central Designated Area TIF Revenues, the Children's Tax Increment Revenues, the Miami World Center TIF Obligation, Downtown Retail Obligation, the Grand Central TIF Obligation, the City Obligation, the Gibson Park Obligation, and those revenues specifically excluded in the Redevelopment Act, all as more particularly set forth in the Resolution; provided, however, that the tax increment revenues generated within any additional areas designated to be included within the Redevelopment Area of the Agency and designated by the County and City to be slum or blighted areas within the meaning of the Redevelopment Act shall not constitute Pledged Tax Increment Revenues hereunder and shall not be subject to the pledge and lien created by this Resolution, unless (a) the Redevelopment Plan is amended to include such additional areas, and tax increment revenues generated within such additional areas are required under the Act to be deposited in the Redevelopment Trust Fund and (b) the Resolution is supplemented to expressly pledge the Tax Increment Revenues generated within such additional areas to the payment of the Bonds. See "TAX INCREMENT REVENUE" herein. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. Reserve Subaccount Pursuant to the Resolution, the Agency is authorized to establish a separate account within the Reserve Account for the benefit of the Series 2024 Bonds. The Series 2024 Bonds may be secured by a subaccount established in the Reserve Account. The Reserve Requirement with respect to the Series 2024 Bonds is $ , on the date of issuance of the Series 2024 Bonds there shall be on deposit therein from the proceeds from the issuance of the Series 2024 Bonds in the amount of the Reserve Requirement for the Series 2024. Flow of Funds The Resolution establishes a Redevelopment Trust Fund, and within the Redevelopment Trust Fund, the "SEOPW CRA Revenue Bond Trust Fund Account." The Resolution also establishes the "Construction Fund" and the "Tax Increment Revenue Bond Fund." Within the Tax Increment Revenue Bond Fund the Resolution establishes the following subaccounts, the "Debt Service Account," the "Reserve Account" and the "Rebate Account." Within the Reserve Account there is established the "Composite Reserve Subaccount." The Series 2024 Bonds will be secured by the Series 2024 Subaccount of the Reserve Account therein. The Pledged Tax Increment Revenues shall be deposited immediately upon receipt into the Redevelopment Trust Fund and then shall, upon receipt, immediately be deposited in the SEOPW CRA Revenue Bond Trust Fund Account and upon such deposit, shall be subject to the pledge and lien of the Resolution. The Series 2024 Bonds, any unrefunded Series 2014 Bonds, and other Parity Obligations issued in accordance with the terms of the Resolution shall be secured by a parity and equal lien on the Pledged Tax Increment Revenues on deposit in the SEOPW CRA Revenue Bond Trust Fund Account. As between the Series 2024 Bonds, any unrefunded Series 2014 Bonds and Parity Obligations, available Pledged Tax Increment Revenues shall be allocated as provided in the Resolution pro rata based upon the amounts (i) required to be deposited in such Fiscal Year under the Resolution with respect to the Series 2024 Bonds and any unrefunded Series 2014 Bonds and, (ii) required to be paid or deposited in such Fiscal Year under the instruments providing for such Parity Obligations for the payment of corresponding amounts; such allocations between the Series 2024 Bonds, any unrefunded Series 2014 Bonds and Parity Obligations shall be made at the same time; with the funding of the Reserve Account and Rebate Account and other amounts payable thereafter, in the order and as provided below. Subsidy Bond Payments, pledged to a Series of Bonds shall be deposited upon 15 receipt into the Tax Increment Revenue Bond Fund and applied in the same manner as provided in the Resolution with respect to Pledged Tax Increment Revenues. Subject to the foregoing, in each Fiscal Year, Pledged Tax Increment Revenues shall be transferred from the SEOPW CRA Revenue Bond Trust Fund Account and deposited to the credit of the Tax Increment Revenue Bond Fund upon receipt in an amount sufficient to make the deposits required under section (a) "Disposition of Funds in the Tax Increment Revenue Bond Fund." (a) DISPOSITION OF FUNDS IN THE TAX INCREMENT REVENUE BOND FUND. Funds in the Tax Increment Revenue Bond Fund shall be applied in each Bond Year only in the following order and priority: (i) First, by deposit into the Debt Service Account an amount which, together with other amounts deposited therein will be equal to the Debt Service Requirement coming due during the then -current Bond Year with respect to Bonds and Parity Obligations, until there are sufficient funds then on deposit equal to the sum of the interest, principal and redemption payments due, respectively, on the Series 2024 Bonds, any unrefunded Series 2014 Bonds and Parity Obligations, on the interest and principal payment dates and redemption dates in such Bond Year. Deposits shall be increased or decreased to the extent required to pay principal, interest and redemption premiums next becoming due, after making allowance for any accrued and capitalized interest, and to make up any deficiency or loss that may otherwise arise in such fund or accounts. Notwithstanding anything in this subsection (a) to the contrary, if principal, interest or premium payments have been made on behalf of the Agency by a Bond Insurer or Credit Facility Provider or other entity insuring, guarantying or providing for the payment of the any Bonds, moneys on deposit in the Debt Service Account and allocable to such Bonds shall be paid to such Bond Insurer or Credit Facility Provider or other entity insuring, guarantying or providing for the payment of Bonds having theretofore made a corresponding payment on the Bonds. (ii) There shall next be deposited to each subaccount of the Reserve Account, amounts, if any required by the Resolution. See Resolution — Section 7.04(1)(b) in Appendix B. (iii) Then, to the issuer of any Registrar, Paying Agent, remarketing agent or similar agent with respect to any Bonds, or to any party providing services in connection with Outstanding Bonds an amount equal to the fees and expenses of such persons accruing in such Bond Year. (iv) After the deposits required pursuant to subsections (i), (ii) and (iii) above, remaining Pledged Tax Increment Revenues in the Redevelopment Trust Fund shall be applied to make deposits to such other funds or accounts as shall be specified by the instrument providing for the issuance of Subordinated Indebtedness of such amounts as shall be necessary to pay debt service and other requirements with respect to Subordinated Indebtedness, as provided in the instrument providing for the issuance of such Subordinated Indebtedness. (v) After making the deposits required pursuant to subsections (i), (ii), (iii) and (iv) above, amounts available in the SEOPW CRA Revenue Trust Fund Account shall be redeposited into the Redevelopment Trust Fund and may be used and applied by the Agency for any lawful purpose of the Agency in accordance with the Redevelopment Act. Deposits required pursuant to this Section shall be cumulative and the amount of any deficiency in any Bond Year shall be added to the amount otherwise required to be deposited in the Bond Years thereafter until such time as all such deficiencies have been cured. (b) The Agency shall not be required to make any further payments into the Tax Increment Revenue Bond Fund, including the accounts therein, but excluding the face amount of any Reserve Product, when the aggregate amount of funds in the Debt Service Account and Reserve Account, including the subaccounts therein, available for the payment thereof, is at least equal to the aggregate principal amount of Bonds issued pursuant to this Resolution and then Outstanding, plus the amount of interest then due or thereafter to become due on said Bonds then Outstanding, or if all Bonds then Outstanding have otherwise been defeased pursuant to the Resolution. 16 BOND RESOLUTION FLOW OF FUNDS Required Fund Deposits Application of Moneys Redevelopment Trust Fund • Deposit all Tax Increment Revenues • Immediately deposit all Pledged Tax Increment Revenues into the SEOPW CRA Revenue Bond Trust Account Security for Bonds and Parity Obligations SEOPW CRA Revenue Bond Trust Fund Account • Deposit all Pledged Tax Increment Revenues • Immediately deposit all Pledged Tax Increment Revenues into the Tax Increment Revenue Bond Fund Tax Increment Revenue Bond Fund • Deposit all Pledged Tax Increment Revenues • Deposit all Pledged Tax Increment Revenues required to be deposited into the Debt Service Account Debt Service Account • Deposit an amount equal to the Debt • Payment of interest, principal and Service Requirement coming due during redemption payments coming due during the Bond Year with respect to Bonds and the Bond Year on Bonds and Parity Parity Obligations Obligations • Payment to any entity insuring, guarantying or providing for the payment of Bonds in the amount of any payment made by such entity on behalf of the Agency Reserve Account (The Series 2014A Bonds will not be secured by the Reserve Account or any subaccount therein.) • Deposit to each subaccount such amount • Payment of required principal, interest and necessary to reimburse any draws under redemption payments on Bonds and and reinstate any Reserve Product in Parity Obligations to the extent moneys in such subaccount the Debt Service Account are insufficient • Deposit to each subaccount Pledged Tax Increment Revenues or a Reserve Product in an amount which, together with the funds on deposit therein, equals the Reserve Requirement for each subaccount Registrar, Paying Agent or Similar Agent • Payment to any Registrar, Paying Agent or simi ar agent with respect to any Bonds equal to the fees and expenses of such agent Subordinate Indebtedness • Payment of interest, principal and any other amounts due with respect to Subordinated Indebtedness J Transfer Remaining Funds Rebate Account • Deposit from investment earnings, Pledged Revenues or other legally funds by • Payment of the Rebate Amount to the United States as required by Section 9.06 Bond Resolution available the amount required the Bond Resolution of the 17 DESCRIPTION OF PLEDGED REVENUES General The Series 2024 Bonds are secured by the pledge of the Pledged Tax Increment Revenues deposited into SEOPW CRA Revenue Bond Trust Fund Account of the Redevelopment Trust Fund. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS — Flow of Funds" herein. The City and the County are required to make payments to the Redevelopment Trust Fund. Required payments to the Redevelopment Trust Fund are based on the preliminary assessed valuation of taxable real property for each year and are subject to modification due to subsequent adjustment to such assessed valuation based upon a successful appeal of the preliminary assessed valuation. This adjustment of preliminary assessed value to final assessed value may take up to two calendar years after the initial assessment. At that time the amount of the required payment to the Redevelopment Trust fund is adjusted downward to reflect the final assessed value. Pursuant to the Act, on or before January 1, The City and the County must appropriate and pay to the Redevelopment Trust Fund an amount equal to 95% of the difference between: (a) The amount of ad valorem taxes levied each year by that taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the geographic boundaries of the Redevelopment Area, and (b) The amount of ad valorem taxes which would have been produced by the then current millage rate of that taxing authority, exclusive of any debt service millage, had it been applied to the assessed valuation of the taxable real property in the Redevelopment Area as of January 1, 1982 with respect to the original boundaries, 1985 with respect to the 1985 Park West Addition (defined herein) and 2009 with respect to the 2009 expanded boundaries based on the year the taxable real property was designated as a part of the Redevelopment Area. Current and future tax increment revenue accruing within the Redevelopment Area is predicated upon increases in assessed real property valuations in excess of taxable assessed values recognized for a specific base year. The incremental increase in ad valorem taxes is used to measure the amount of the contribution which must be appropriated and contributed by each taxing authority which is required to make payments. The City and the County cannot be compelled to levy ad valorem taxes to generate tax increment or to make such payments. The statutory obligation of a taxing authority to make the required payments to a community redevelopment trust fund continues for so long as a community redevelopment agency has indebtedness pledging tax increment revenues to the payment thereof outstanding. Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues Children 's Trust Fund. Interlocal Agreement dated August 6, 2007, among the Children's Trust District, the Agency, the OMNI CRA and the City (the "Children's Trust Fund Interlocal Agreement"), provides that the portion of the Tax Increment Revenues derived from the imposition of a half -mil tax levied by the Children's Trust District against real property located within the Redevelopment Area (the "Children's Tax Increment Revenues") shall be excluded from the Pledged Tax Increment Revenues. See "DESCRIPTION OF PLEDGED REVENUES — Pledged Revenues — Historical Agency Obligations — Table" and "DESCRIPTION OF PLEDGED REVENUES — Pledged Revenues —Projected Agency Obligations — Table "herein. [The Gran Central Loan Agreement dated January 20, 1998, between the City and Gran Central Corporation (the "Gran Central Loan Agreement"), the City has agreed to utilize certain Tax Increment Revenues (the "Gran Central Designated Area TIF Revenues") for certain obligations described therein. The Gran Central Designated Area TIF Revenues shall be excluded from the Pledged Tax Increment Revenues. See "LIABILITIES OF THE AGENCY — Long -Term Obligations" herein.] Gibson Park. The Agency entered into a grant agreement with the City for the renovation of Gibson Park (the "Gibson Park Obligation"). The Agency agreed to make payments from Pledged Tax Increment Revenues to the City in an amount not to exceed $8 million, plus interest of approximately $6.1 million Which equates to an annual payment of approximately $844,303 through 2030. See "LIABILITIES OF THE AGENCY - Commitment and Contingencies" herein. 18 City Obligation Tri-Rail. The Agency entered into an interlocal agreement, effective November 8, 2016 (the "Tri-Rail Interlocal Agreement"), with the City and the South Florida Regional Transportation Agency, whereby starting in fiscal year 2018/2019 the Agency will contribute an amount not to exceed $17,528,049 towards the costs associated with the extension of the Tri-Rail passenger railway service to downtown Miami located within the Agency's redevelopment area (the "City Obligation"). See "LIABILITIES OF THE AGENCY - Commitment and Contingencies" herein. Economic Incentive Agreements. The Agency has committed under certain agreements with developers to make payments equal to a percentage of any Tax Increment Revenues received by the Agency with respect to improvements related to such projects. The following describes the projects which are subject to such obligations of the Agency. The Agency pursuant to the Amended and Restated Miami WorldCenter Economic Incentive Agreement dated as of February 21, 2017 among the Agency, Miami First, LLC, Miami Third, LLC, Miami Fourth, LLC, Miami A/I, LLC, Block G Phase I LLC, Block G Phase 2 LLC and Tower 2, LLC (collectively, the "WorldCenter Developers"), agreed to make payments to the WorldCenter Developers equal to 57% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions (the "Miami World Center TIF Obligation"). See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. The Agency pursuant to the Block 55 development Agreement dated as of October 1, 2018, as amended, by and between the Agency and Downtown Retail Associates LLC (the "Downtown Developer"), to make payments to the Downtown Developer equal to 70% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions ("Downtown Retail TIF Obligation"). See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. The Agency pursuant to the First Amended and Restated Covenant dated as of February 1, 2021 by and between the Agency and Grand Central Holdings, LLC (the "Grand Central Developer"), agreed to make payments to the Grand Central Developer equal to 65% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions (the "Grand Central TIF Obligation"). "). See "LIABILITIES OF THE AGENCY — Commitments and Contingencies" herein. 2007 Interlocal Agreement. The Agency entered into an Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the OMNI CRA (the "2007 Interlocal Agreement"), that provides for fiscal year 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement. The Agency must return 45% of tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund (the "2007 Interlocal Agreement TIF Revenues"). The 2007 Interlocal Agreement TIF Revenues shall be excluded from the Pledged Tax Increment Revenues. See "Properties Subject to 2007 Interlocal Agreement — Table," "Historical Taxable Assessed Values of Properties Subject to the 2007 Interlocal Agreement — Table" and "Calculation of 2007 Interlocal Agreement TIF Revenues Based on Fiscal Year 2024 Assessed Values — Table" directly below. See "DESCRIPTION OF PLEDGED REVENUES — Pledged Revenues — Pledged Tax Increment Revenues Available for Debt Service Based on 2024 Tax Year Values — Table" herein. 19 Properties Subject to the 2007 Interlocal Agreement Property Name 1 600 Biscayne 2 Lyric Village 3 Marquis West 4 Paramount Park (700 Biscayne Boulevard) 5 Logik Tower 6 Office Building 7 Crosswinds (Sawyer's Walk) 8 Miami Arena/Arena Adventure LLC 9 Flagler Develoment Co. 10 Ten Museum Park 11 900 Biscayne 12 Marina Blue (The Mist) 13 Overtown Transit Village (Miami Dade County) 14 Marquis (1100 Biscayne Boulevard) Total Address 666 Biscayne Blvd 919 NW 2nd Ave 127 NE l lth Street 700 Biscayne Blvd 532 NW 1st Court 27 NE 9th St 249-263 NW 6th St 700 N Miami Ave 430-650 NW 1st Ave 1040 Biscayne Blvd 900 Biscayne Blvd 824 Biscayne Blvd 601-799 NW 1st Court 1100 Biscayne Blvd 2023 Tax Year Assessed Value $ 16,016,361 11,550,000 12,931,053 16,272,263 5,445,000 46,697,504 187,669,126 67,638,459 299,520,519 627,293,485 362,696,773 239,732,892 0 233,459,499 $2,126,922,934 Calculation of the 2007 Interlocal Agreement TIF Revenues Based on Fiscal Year 2024 Assessed Valued�1 [to be updated] 2007 Interlocal TIF Agreement Revenues TIF Available to County TIF City TIF Total TIF Revenues Agency Tax Roll less Base Year Tax Roll less Tax Roll less Total County Base Year Base Year Roll Estimated Millage City Millage Combined Year Tax Roll for (0.4704%) (0.7571%) Millage 45% TIF 50% TIF (Jan 1) FY FY 2024 Times 95% Times 95% Times 95% County/City County/City 2023 2024 $800,040,241 $3,575,220 $5,754,249 $9,329,469 $4,198,261 $5,131,208 Source: Miami -Dade County Property Appraiser Office and Agency Finance Department. 0> Fiscal Year 2024 revenues are based on the 2023 tax year. Millage Rates The table below summarizes that established millage rates levied in the last ten (10) years by the City and the County for operations. Fiscal Year Ended Sept. 30 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 City of Miami 7.6465 7.6465 7.6465 7.4365 7.5865 7.5665 7.6665 7.6665 7.5539 7.6465 Source: Miami Dade County Property Appraiser Office. 20 Miami -Dade County Total Future economic and fiscal developments, among other factors, will effect millage rates. The Agency cannot make any representations with respect to future millage rates of the City and the County Pledged Revenues Pledged Revenues are derived from taxable real property in the Redevelopment Area as of January 1, 1982 with respect to the original boundaries, 1985 with respect to the 1985 Park West Addition and 2009 with respect to the 2009 expanded boundaries. The assessed valuation of taxable real property in the Redevelopment Area as of January 1, 1982 used for determining the incremental assessed valuation in future years is $78,305,502. The additional taxable real property in the Redevelopment Area as of January 1, 1985 and January 1, 2009 used for determining the incremental assessed valuation in future years is $37,461,910 and $94,245,513, respectively. The amount of Tax Increment Revenues to be received in any future year is dependent on the assessed valuation of the taxable real property in the various portions of the Redevelopment Area as of January 1 of such year and the applicable millage rate used by the taxing authority in such year, the incremental increase in such valuation. Base Year Taxable Assessed Value Taxable Assessed Value Area Acreage Base Year In Base Year Original Boundaries 172 1982 $78,305,502 2009 Expanded Boundaries 392 2009 $94,245,513 1985 Park West Addition 86 1985 $37,461,910 TOTAL CRA 650 Source: Miami Dade County Property Appraiser Office. Table of Historical Incremental Revenuesl�1 Original West Park 2009 Boundaries Expansion Expanded Boundaries Total Incremental Revenues Tax Year City County 2014 $ 8,045,982 $ 4,907,952 2015 9,491,910 5,793,212 2016 10,525,607 6,424,109 2017 10,374,855 6,515,446 2018 10,404,085 6,403,132 2019 10,601,252 6,528,016 2020 18,553,693 11,292,970 2021 17,758,099 10, 803,587 2022 22,078,822 13,506,719 2023 23,650,986 15,183,020 City County City County City County Aggregate $ 373,362 $ 227,136 $8,419,344 $5,135,088 $13,554,432 629,755 445,392 10,121,665 6,238,604 16,360,269 847,483 517,246 11,373,090 6,941,355 18,314,445 1,055,943 665,827 11,430,798 7,181,273 18,612,071 1,295,651 797,892 11,699,736 7,201,024 18,900,760 1,857,484 1,144,132 12,458,736 7,672,148 20,130,884 2,135,414 1,298,690 20,689,107 12,591,660 33,280,767 4,094,175 2,490,725 21,852,274 13,294,312 35,146,586 4,505,131 2,755,660 26,583,953 16,262,379 42,846,332 4,394,314 2,819,297 28,045,300 18,002,317 46,047,617 Source: Miami Dade County Property Appraiser Office. (2) Excludes Tax Increment Revenues deposited into the Redevelopment Trust Fund by the Children's Trust Fund because such amounts are not Pledged Tax Increment Revenues. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. 21 Southeast Overtown-Park West Historical Tax Increment Revenues Southeast Overtown CRA (Original Boundaries) FY 2023-2024 FY 2022-2023 FY 2021-2022 FY 2020-2021 FY 2019-2020 Preliminary Taxable Value of the Original District 3,677,587,568 3,281,510,195 2,626,890,437 2,655,557,550 1,690,815,198 Taxable Value Base Year - 1982 (78,305,502) (78,305,502) (78,305,502) (78,305,502) (78,305,502) Value Increment 3,599,282,066 3,203,204,693 2,548,584,935 2,577,252,048 1,612,509,696 Dividedby 1,000 3,599,282 3,203,205 2,548,585 2,577,252 1,612,510 Multiply by 95% 3,419,318 3,043,044 2,421,156 2,448,389 1,531,884 City Operating Millage - Current Year 7.1364 7.5539 7.6665 7.6665 7.6665 County Operating Millage - Current Year 4.5740 4.6202 4.6669 4.6669 4.6669 Value of Tax Increment (City) $40,041,581 $37,046,328 $29,861,082 $30,196,966 Value of Tax Increment (County) Adjustment to prior year taxable value (103,064,188) (124,675,250) (111,807,375) (30,793,887) (140,098,394) Dividedby 1,000 (103,064) (124,675) (111,807) (30,794) (140,098) Multiply by 95% (97,911) (118,441) (106,217) (29,254) (29,254) City Operating Millage 7.6665 7.6665 7.5665 7.4365 7.4365 County Operating Millage 4.6669 4.6669 4.6669 4.6669 4.6669 Adjustment to Prior Year Tax Increment(City) ($1,207,575) ($1,460,786) ($1,299,395) ($354,075) ($1,610,884) Adjustment to Prior Year Tax Increment (County) Southeast Overtown CRA (1985 Park West Addition) Preliminary Tax Increment Value 443,002,750 454,227,066 445,763,818 204,486,069 196,892,966 Taxable Value Base Year -1985 (37,461,910) (37,461,910) (37,461,910) (37,461,910) (37,461,910) Value Increment 405,540,840 416,765,156 408,301,908 167,024,159 159,431,056 Divided by 1000 405,541 416,765 408,302 167,024 159,431 Multiply by 95% 385,264 395,927 387,887 158,673 151,460 City Operating Millage - Current Year 7.1364 7.5539 7.6665 7.6665 7.5665 County Operating Millage - Current Year 4.5740 4.6202 4.6669 4.6669 4.6669 Value of Tax Increment (City) $4,511,561 $4,820,053 $4,783,962 $1,956,935 $1,852,871 Value of Tax Increment (County) Adjustment by Value Adjustment Board (6,871,387) (7,088,890) 4,927,396 (13,193,727) (4,916,282) Divided by 1000 (6,871) (7,089) 4,927 (13,194) (4,916) Multiply by 95% (6,528) (6,734) 4,681 (12,534) (4,670) City Operating Millage 7.6665 7.6665 7.5665 7.4365 7.4365 County Operating Millage 4.6669 4.6669 4.6669 4.6669 4.6669 Adjustment to Prior Year Tax Increment (City) ($80,510) ($83,059) $57,265 ($151,705) ($56,529) Adjustment to Prior Year Tax Increment (County) Southeast Overtown CRA (2009 Expanded Boundaries) Preliminary Tax Increment Value 349,648,239 314,048,299 274,732,883 246,897,494 211,307,829 Taxable Value Base Year -2009 (94,245,513) (94,245,513) (94,245,513) (94,245,513) (94,245,513) Value Increment 255,402,726 219,802,786 180,487,370 152,651,981 117,062,316 Dividedby 1000 255,403 219,803 180,487 152,652 117,062 Multiply by 95% 242,633 208,813 171,463 145,019 111,209 City Operating Millage - Current Year 7.1364 7.5539 7.6665 7.6665 7.5665 County Operating Millage - Current Year 4.5740 4.6202 4.6669 4.6669 4.6669 Value of Tax Increment (City) $2,841,325 $2,542,106 $2,114,722 $1,788,582 $1,360,467 Value of Tax Increment (County) Adjustment by Value Adjustment Board (5,015,412) (1,562,658) (31,927,262) (13,563,392) (13,515,886) Dividedby 1000 (5,015) (1,563) (31,927) (13,563) (13,516) Multiply by 95% (4,765) (1,485) (30,331) (12,885) (12,840) City Operating Millage 7.6665 7.6665 7.5665 7.4365 7.4365 County Operating Millage 4.6669 4.6669 4.6669 4.6669 4.6669 Adjustment to Prior Year Tax Increment (City) ($58,764) ($18,309) ($371,050) ($155,955) ($155,409) Adjustment to Prior Year Tax Increment (County) 22 Total Net Ad valorem (City) $46,047,617 Total Net Ad valorem (County) $42,846,332 $35,146,585 $33,280,749 $20,130,669 Source: Miami Dade County Property Appraiser Office and Agency Finance Department. The following table show the future obligations of the Agency for tax years 2024 through 2040. Tax Year 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Children's Trust Fund (1) 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 491,126 Future Agency Obligations 2007 Interlocal TIF Revenues (2) 4,198,261 4,198,261 4,198,261 4,198,261 4,198,261 4,198,261 4,198,261 Gibson Park City Obligation (3) Obligation (4) 847,056 850,182 853,904 861,589 865,660 869,791 Total 5,536,443 5,539,569 5,543,291 5,550,976 5,555,047 5,559,178 4,689,387 Source: Agency Finance Department. (1) Based on 2024 tax year. Reflects the Agency's obligation to remit to the Children's Trust Fund the amount of its deposit to the Redevelopment Trust Fund pursuant to the Children's Trust Fund Interlocal Agreement. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (2) Based on 2024 tax year. Retum of 45% of City and County deposits to the Redevelopment Trust Fund pursuant to the 2007 Interlocal Agreement. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (3) Actual Debt Service. Gibson Park Debt Service is payable on parity with debt service on the Series 2024 Bonds. (4) City Obligation for Tri-Rail will be payable upon issuance of bonds by City. [Remainder of page intentionally left blank] 23 The following table shows the Pledged Tax Increment Revenues available for debt service for tax year 2024 through 2040 based on 2024 tax year values. Pledged Tax Increment Revenues Available for Debt Service Based on 2024 Tax Year Values Tax Year 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 City Tax Increment Revenue Contribution County Tax Increment Revenue Contribution Gross Tax Increment Revenues Deposited to Redevelopment Trust Fund Less 2007 Interlocal TIF Revenues') Source: Miami Dade County Property Appraiser Office and Agency Finance Department. 0> Based on 2023 tax year. [Remainder of page intentionally left blank] 24 Pledged Tax Increment Revenues Projected Debt Service Coverage Calculation Based on 2024 Tax Year Values Pledged Tax Gibson City Obligation Tax Increment Park Debt TRI-RAIL Year Revenues Service (ESTIMATED) 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Series 2024 Bonds Debt Service Projected Debt Excess Pledged Aggregate Debt Service Tax Increment Service Coverage Revenues (1) Preliminary Subject to Change. (2) Gibson Park Debt Service is payable on parity with debt service on the Series 2024 Bonds. [Remainder of page intentionally left blank] 25 MANAGEMENT DISCUSSION OF BUDGET AND FINANCES The following discusses certain aspects of the Agency's current financial position and projected finances for Fiscal Years 2023 through 2024. Fiscal Year 2023 Results The liabilities of the Agency exceeded its assets at the close of its most recent fiscal year by $37,123,827. Of this amount, $16,191 was invested in capital assets net of related debt, resulting in $20,932,153 (unrestricted net position) available to meet the Agency's obligations to citizens in the Southeast Overtown area. At the close of the of fiscal year 2023, the Agency's governmental funds reported combined ending fund balances of $51,681,649, an increase of $6,702,770 in comparison with the prior year. This significant increase was mainly a result of the sale of certain land and infrastructure during the fiscal year. See `Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2023, and Actual Revenues and Expenditures for year to date through [July] 30, 2024" below. [Remainder of page intentionally left blank] 26 The following table provides the original Fiscal Year ended September 30, 2023, adopted budget, the mid- year amended Fiscal Year ended September 30, 2023, Budget and actual revenues and expenditures through September 30, 2023, to the original Fiscal Year ended September 30, 2023 adopted budget: Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2023 and Actual Revenues and Expenditures through September 30, 2023 Original Final Actual Revenues Tax Increment Revenues $ 44,486,601 $ 44,486,601 $ 44,667,530 Rental Income - - 118,301 Investment Income - - 2,192,426 Other - - 1,336,584 Total Revenues $ 44,486,601 $ 44,486,601 $ 48,354,841 Expenditures Current General Government $ 3,013,715 $ 3,013,715 $ 3,923,229 Community Redevelopment 81,011,680 81,011,680 32,935,432 Debt Service Principal - - 267,709 Interest - - 12,291 Total Expenditures $ 84,025,395 $ 84,025,395 $ 37,138,661 Excess (deficiency) of revenues over (under) expenditures ($39,538,794) ($39,538,794) 11,216,180 Other Financing Sources (Uses): Transfer In - - Transfer Out ($ 4,510,625) ($ 4,510,625) ($ 4,510,625) Net Carryover Fund Balance 44,049,419 44,049,419 Total Other Financing Sources (uses) $ 39,538,794 $ 39,538,794 ($ 4,510,625) Net Change In Fund Balance - - 6,705,594 Fund Balance - Beginning 44,976,055 Fund Balance - Ending $51,681,649 Source: Agency Financial Statement. 27 Fiscal Year 2024 Operations The Agency's original Fiscal Year 2024 Budget was adopted on September , 2023. It was amended on , 2024. The following table provides the original Fiscal Year ending September 30, 2024, adopted budget, the mid- year amended Fiscal Year ending September 30, 2024 Budget and unaudited actual revenues and expenditures through May 31, 2024: Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2024 and Actual Revenues and Expenditures Year to Date through May 31, 2024 Revenues Tax Increment Revenues Children Trust Fund Parking Fees Disposition of Land Other Interest Net unrealized loss on fair value of investment Total Revenues Expenditures Current General Government Community Redevelopment Total Expenditures Excess (deficiency) of revenues over (under) expenditures Other Financing Sources (Uses): Transfer In Transfer Out Net Carryover Fund Balance Total Other Financing Sources (uses) Net Change In Fund Balance Fund Balance — Beginning Fund Balance — Ending Source: Agency Finance Department. Actual Original Final (Unaudited) 28 Adoption of Investment Policy and Debt Management Policy Pursuant to an Interlocal Agreement the City acts as fiduciary for the Agency and therefore the Agency uses the City's Investment and Debt Management Policies. The City adopted a detailed written investment policy on August 23, 2007, that applies to all cash and investments held or controlled by the City and identified as "general operating funds." of the Investment Policy does not apply to the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such funds related to the issuance of debt where there are other existing policies or indentures in effect for such funds. Additionally, any future revenues, which have statutory investment requirements conflicting with the City's Investment Policy and funds held by State agencies (e.g. Department of Revenue), are not subject to the provisions of the policy. The primary objective of the investment program is the safety of the principal of those funds within the portfolios. Investment transactions shall seek to keep capital losses at a minimum, whether they are from securities defaults or erosion of market value. To attain this objective, diversification is required so that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. The portfolios are required to be managed in such a manner that funds are available to meet reasonably anticipated cash flow requirements in an orderly manner. Return on investment is of least importance compared to the safety and liquidity objectives described in the policy. In accordance with the City's Administrative Policies, the responsibility for providing oversight and direction in regard to the management of the investment program resides with the City's Director of Finance. The Director of Finance has established written procedures for the operation of the investment portfolio and a system of internal accounting and administrative controls. The City's investment policy may be modified from time to time by the City Commission. Subject to the exceptions in the City's investment policy, the City may invest in the following types of securities: (a) The Florida Local Government Surplus Funds Trust Fund, (b) United States Government Securities, (c) United States Government Agencies, (d) Federal Instrumentalities, (e) Interest Bearing Time Deposit or Savings Accounts, (f) Repurchase Agreements, (g) Commercial Paper, (h) Corporate Notes, (i) Bankers' Acceptances, (j) State and/or Local Government Taxable and/or Tax -Exempt Debt, (k) Registered Investment Companies (Money Market Mutual Funds) and (1) Intergovernmental Investment Pool. Also, the City may invest in investment products that include the use of derivatives. Currently, the City does not own any derivative products. As of April 30, 2014, 100% of the City's investment portfolio was invested in Federal Instrumentalities. On July 21, 1998 the City adopted a Debt Management Policy to provide guidance governing the issuance, management, continuing evaluation of and reporting on all debt obligations issued by the City. Additionally, the Policy is to provide guidance in the preparation and implementation necessary for debt management compliance. It is the responsibility of the City's Finance Committee to review and make recommendations regarding the issuance of debt obligations and the management of outstanding debt. The following policies concerning the issuance and management of debt were established in the Debt Management Policy: (a) the City will not issue debt obligations or use debt proceeds to finance current operations; (b) the City will utilize debt obligations only for acquisition, construction or remodeling of capital improvement projects that cannot be funded from current revenue sources or in such cases wherein it is more equitable to the users of the projects to fmance the project over its useful life; and (c) the City will measure the impact of debt service requirements of outstanding and proposed debt obligations on single year, five, ten and twenty year periods. Pursuant to the Debt Management Policy, the City's debt issuance is subject to the following constraints: (i) the Net Debt Per Capita and the Net Debt to Taxable Assessed Value percentages, which shall be determined by the Finance Committee by bench marking the City to current industry standards, and (ii) the maximum maturity shall be the earlier of (a) the estimated useful life of the capital improvements being financed or (b) thirty years or (c) in the event debt was issued to refmance outstanding debt obligations the fmal maturity of the debt obligations being refinanced, unless a longer term is recommended by the Finance Committee. The City is currently in compliance with its Investment Policy and Debt Management Policy. 29 LIABILITIES OF THE AGENCY Fund Balances At fiscal year ended September 30, 2023, the agency reported the following governmental fund balances: • Non spendable fund balance — these amounts represent the long-term portion of the loan receivable that cannot be spent because it is not in spendable form. • Restricted fund balance — these amounts are restricted to specific purposes stipulated by the Tax Increment Revenue Bonds, Series 2014A bond resolution. • Committed fund balance - these amounts can only be used for specific purposes pursuant to constraints imposed by the Board of the Agency. The items cannot be removed unless the Board removes it in the same manner it was implemented. See "APPENDIX C: FINANCIAL STATEMENTS OF THE AGENCY FOR FISCAL YEAR ENDED SEPI'EMBER 30, 2023" attached hereto. Special Benefit Plans (a) 401(a) Deferred Compensation Plan All employees, including executives and general employees, of the Agency are eligible, after one year of service, to join the ICMA Retirement Trust 401(a) Deferred Compensation Plan (the Plan). The Plan agreement requires the Agency to contribute 15% of each executive employee's earnable compensation, and 5% of each general employee's earnable compensation. Contributions by executive and general employees are not required. Participants may withdraw funds at retirement or upon separation based on a variety of payout options. The following information relates to the Agency's participation in the 401(a) Deferred Compensation Plan: (b) 401(a) Deferred Compensation Plan (continued) Current year's payroll for executive employees $ 808,316 Current year's payroll for general employees 853,600 Current year's employer contributions for: Executive employees (15% rate) 75,905 General employees (5% rate) 20,900 (c) 457(b) Deferred Compensation Plan All employees, including executives and general employees, of the Agency are eligible to join the United States Conference of Mayors 457(b) Deferred Compensation Plan (the Plan). The Plan agreement requires the Agency to contribute 2-5% of each executive employee's earnable compensation, and is not required to contribute to general employee participants. Contributions by executive and general employees are not required. Participants may withdraw funds at retirement or upon separation based on a variety of payout options. The following information relates to the Agency's participation in the 457(b) Deferred Compensation Plan: Current year's payroll for executive employees Current year's employer contributions for: Executive employees (2-5% rate) Commitment and Contingencies. $375,316 10,840 (a) The Agency is contractually obligated for approximately $11 1 million as of September 30, 2023, for construction projects. 30 (b) The Agency is a defendant in several legal actions. The outcome of these actions cannot be determined at this time. Management of the Agency believes that any liability from these actions will not have a material effect on the Agency's financial condition. (c) During fiscal year 2010, the Agency entered into a grant agreement with the City, with two subsequent amendments during fiscal year 2012, in an amount not to exceed $8 million, plus interest of approximately $6.1 million, for the renovation of Gibson Park. Payments on the grant will be made through fiscal year 2030, and are secured by the Tax Increment Revenues. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024A BONDS — General and "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (d) In fiscal year 2015, the Agency entered into an economic incentive agreement with WorldCenter Developers in connection with the development of the Miami World Center mixed -use project. The economic incentive agreements provide for payment to the WorldCenter Developers of a percentage of Tax Increment Revenues generated from the project. The Agency paid the amount of $4 9 million in fiscal year 2023. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (e) In fiscal year 2015, the Agency entered into an interlocal agreement, effective November 8, 2016 (the "Tri-Rail Interlocal Agreement"), with the City and the South Florida Regional Transportation Agency, whereby starting in fiscal year 2018/2019 the Agency will contribute an amount not to exceed $17,528,049 towards the costs associated with the extension of the Tri-Rail passenger railway service to downtown Miami located within the Agency's redevelopment area (the "City Obligation"). The Tri-Rail Interlocal Agreement obligation will be enforced when notice is given that the Tri-Rail Downtown Link is substantially complete and operational, and certain parts of the Miami Central Station are substantially complete and the assessed taxable value is at least $150,000,000. Within 12 months of receiving said notice, the City will use commercially reasonable efforts to issue bonds or procure an alternative credit facility to meet its obligation (the "City Bonds"). The Tri-Rail Downtown Link service has been completed and operational as of January 2024. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (f) In fiscal year 2019, the Agency entered into an economic incentive agreement with Downtown Retail Associates, LLC (the "Downtown Developer") for the development of Block 55. This project will be developed as a mixed -use development of not less than 250,000 square feet of retail, office, restaurant and entertainment uses and not less than 500 residential units. As a development incentive, the Agency shall pay to the Downtown Developer an incentive payment equal to up to 70% of the Tax Increment Revenue generated from this project. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. (g) In fiscal year 2021, the Agency entered into an economic incentive agreement with Grand Central Miami Holdings, LLC (the "Grand Central Developer") for the development of Block 46. This project contains eighty (80) affordable housing rental units. As a development incentive, the Agency shall pay to the Grand Central Developer an incentive payment equal to up to 65% of the Tax Increment Revenue generated from this project. See "DESCRIPTION OF PLEDGED REVENUES — Certain Tax Increment Revenues not Included in Pledged Tax Increment Revenues" herein. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2024 Bonds are subject to the approval of Bryant Miller Olive P.A. Bond Counsel, Miami, Florida whose approving opinion in the form attached hereto as "APPENDIX D - FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the Series 2024 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date and subsequent distribution thereof by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. 31 While Bond Counsel has participated in the preparation of certain portions of this Official Statement, it has not been engaged by the Agency to confirm or verify, and except as may be set forth in an opinion of Bond Counsel delivered to the Underwriter, Bond Counsel will express no opinion as to the accuracy, completeness or fairness of any statements in this Official Statement, or in any other reports, financial information, offering or disclosure documents or other information pertaining to the Agency or the Series 2024 Bonds that may be prepared or made available by the Agency, the Underwriter or others to the holders of the Series 2024 Bonds or other parties. Certain legal matters will be passed upon for the Agency by the City Attorney of the City of Miami, Florida (acting as General Counsel for the Agency), and by Weiss Serota Helfinan Cole + Bierman, PL, Miami, Florida, Disclosure Counsel to the Agency. While the Agency Board is separate, distinct body corporate and politic from the City, the Agency, for fmancial reporting purposes, is a component unit of the City. LITIGATION There is no pending or, to the knowledge of the Agency, any threatened litigation against the Agency of any nature whatsoever which in any way questions or affects the validity of the Series 2024 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the levy or collection of the Tax Increment Revenues (inclusive of the Pledged Tax Increment Revenues). Neither the creation, organization or existence, nor the title of the present members of the Agency Board or other officers of the Agency is being contested. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400.003, Rules of Government Securities, promulgated by the Office of Financial Regulation of the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the Agency to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the Agency after December 31, 1975. Rule 69W-400.003 further provides, however, that if the Agency in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The Agency has not defaulted on the payment of principal or interest with respect to obligations issued by the Agency after December 31, 1975. TAX MATTERS General The Code establishes certain requirements which must be met subsequent to the issuance of the Series 2024 Bonds in order that interest on the Series 2024 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2024 Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2024 Bonds, regardless of the date on which such non- compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Series 2024 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The Agency has covenanted in the Resolution with respect to the Series 2024 Bonds to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2024 Bonds. In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the Series 2024 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Series 2024 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax; however, interest on the Series 2024 Bonds may be included in the "adjusted financial statement income" of certain "applicable corporations" that are subject to the 15-percent alternative minimum tax under section 55 of the Code. Except as described above, Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of the Series 2024 32 Bonds. Prospective purchasers of the Series 2024 Bonds should be aware that the ownership of the Series 2024 Bonds may result in collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2024 Bonds; (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen percent (15%) of certain items, including interest on the Series 2024 Bonds; (iii) the inclusion of interest on the Series 2024 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of the branch profits tax; (iv) the inclusion of interest on the Series 2024 Bonds in passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; and (v) the inclusion of interest on the Series 2024 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such benefits are included in gross income for federal income tax purposes. As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the Agency, certificates of appropriate officers and certificates of public officials (including certifications as to the use of proceeds of the Series 2024 Bonds and of the property financed or refinanced thereby), without undertaking to verify the same by independent investigation. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2024 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Series 2024 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2024 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non -corporate owners of Series 2024 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the Series 2024 Bonds and proceeds from the sale of Series 2024 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2024 Bonds. This withholding generally applies if the owner of Series 2024 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2024 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. Other Tax Matters During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2024 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2024 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2024 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their own tax advisors as to the tax consequences of owning the Series 2024 Bonds in their particular state or local jurisdiction and regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. 33 [Tax Treatment of Original Issue Discount Under the Code, the difference between the maturity amount of the Series 2024 Bonds maturing on (collectively, the "Discount Bonds"), and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount Bonds of the same maturity and, if applicable, interest rate, was sold is "original issue discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest rate compounded periodically. A purchaser who acquires the Discount Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds the Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Bondholders of the Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount Bonds.] [Tax Treatment of Bond Premium The difference between the principal amount of the Series 2024 Bonds maturing on (collectively, the "Premium Bonds"), and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the same maturity and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for each of the Premium Bonds which minimizes the yield on such Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds.] RATINGS Standard & Poor's Ratings Services ("S&P") has assigned an underlying rating of " " [outlook], to the Series 2024 Bonds. The rating reflects only the views of said rating agency and an explanation of the rating may be obtained only from said rating agency. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2024 Bonds. An explanation of the significance of the ratings can be received from the rating agency, at the following address: 25 Broadway, New York, New York 10004. FINANCIAL ADVISOR The Agency has retained PFM Financial Advisors LLC, Coral Gables, Florida, as Financial Advisor in connection with the authorization and issuance of the Series 2024 Bonds. The Financial Advisor has assisted the Agency in the preparation of this Official Statement and has advised the Agency as to other matters relating to the planning, structuring and issuance of the Series 2024 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. 34 PFM Financial Advisors LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by the Financial Advisor on behalf of the Agency relating to the computation of forecasted receipts of principal and interest on the Refunding Securities and the forecasted payments of principal and interest to redeem the Refunded Bonds and that the Refunded Bonds will be defeased under the resolution governing their issuance, was examined by Robert Thomas CPA, LLC. Such computations were based solely upon assumptions and information supplied by the Underwriter on behalf of the Agency. Robert Thomas CPA, LLC has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted outcome. AUDITED FINANCIAL STATEMENTS The Audited Financial Statements of the Agency for the Fiscal Year ended September 30, 2023 (the "Audited Financial Statements"), the report thereon of Sanson, Kline, Jacomino, Tandoc & Gamarra, LLP, as independent certified public accountants, is attached hereto as "APPENDIX C—AUDITED FINANCIAL STATEMENTS OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023" as a part of this Official Statement. The Audited Financial Statements have been included as a public document and no consent was requested or received from Sanson, Kline, Jacomino, Tandoc & Gamarra, LLP. UNDERWRITING The Series 2024A Bonds are being purchased by Siebert Williams Shank & Co., LLC (the "Underwriter") at an aggregate purchase price of $ (the par amount of the Series 2024A Bonds, less Underwriter's discount of $ plus original issue premium of $ ). The Series 2024B Bonds are being purchased by the Underwriter at an aggregate purchase price of $ (the par amount of the Series 2024B Bonds, less Underwriter's discount of $ plus original issue premium of $ ). The Underwriter's obligations are subject to certain conditions precedent described in the Bond Purchase Agreement entered into between the Agency and the Underwriter, and they will be obligated to purchase all of the Series 2024 Bonds if any Series 2024 Bonds are purchased. The Underwriter and its respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, fmancing and brokerage activities. The Underwriter and its respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services and banking services for the Agency, for which they receive or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Agency. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2024 Bonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2024 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. 35 CONTINUING DISCLOSURE The Series 2024 Bonds are subject to Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The Agency has entered into an Agreement with Digital Assurance Certification, L.L.C. and has covenanted for the benefit of the holders of the Series 2024 Bonds to provide certain fmancial information and operating data relating to the Agency and the Series 2024 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant will only apply so long as the Series 2024 Bonds remain outstanding. The Annual Report and any notices of material events will be filed by the Agency with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system for municipal securities disclosures as described in the proposed form of Continuing Disclosure Agreement attached hereto as APPENDIX E. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in "APPENDIX E - FORM OF CONTINUING DISCLOSURE AGREEMENT" attached hereto, which will be executed by the Agency at the time of issuance of the Series 2024 Bonds. Failure of the Agency to comply with the provisions of the Continuing Disclosure Agreement will not constitute an event of default under the Resolution. It is the position of the Agency that the sole and exclusive remedy of any holder of a Series 2024 Bond for enforcement of the provisions of the Continuing Disclosure Agreement will be an action of mandamus or specific performance to cause the Agency to comply with its obligations thereunder. The Agency's dissemination agent for such undertakings is Digital Assurance Certification, L.L.C. With respect to the Series 2024 Bonds, no party other than the Agency is obligated to provide, nor is expected to provide, continuing disclosure information. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the Agency and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2024 Bonds, the security for the payment of the Series 2024 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the Agency from the date hereof. FORWARD -LOOKING STATEMENTS This Official Statement contains certain "forward -looking statements" concerning the Agency's operations, performance and financial condition, including its future economic performance, plans and objectives. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the Agency. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward -looking statements. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2024 Bonds. AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the Agency. At the time of delivery of the Series 2024 Bonds, the Agency will furnish a certificate to the effect that nothing has come to its attention which would lead it to believe that the Official Statement (other than information herein related 36 to DTC, the book -entry only system of registration and the information contained under the captions "TAX MATTERS" and "UNDERWRITING" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2024 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Chair By: Executive Director 37 APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY 38 APPENDIX B THE RESOLUTION APPENDIX C FINANCIAL STATEMENT OF THE AGENCY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 APPENDIX D FORM OF BOND COUNSEL OPINION APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX F FORM OF SPECIAL AGENCY COUNSEL OPINION EXHIBIT "D" FORM OF CONTINUING DISCLOSURE AGREEMENT CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2024, is executed and delivered by Southeast Overtown/Park West Community Redevelopment Agency (the "Issuer") and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to assist the Issuer in processing certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute "advice" within the meaning of the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary. DAC is not a "Municipal Advisor" as such term is defined in Section 15B of the Securities Exchange Act of 1934, as amended, and related rules. SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: "Annual Filing Date" means the date, set in Sections 2(a) and 2(f) hereof, by which the Annual Report is to be filed with the MSRB. "Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. "Annual Report" means an Annual Report containing Annual Financial Information described in and consistent with Section 3 of this Disclosure Agreement. "Audited Financial Statements" means the annual financial statements of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i)(B) of the Rule and specified in Section 3(b) of this Disclosure Agreement. "Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. 1 "Certification" means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. "Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof. "Disclosure Representative" means the Finance Officer of the Issuer or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. "Failure to File Event" means the Issuer's failure to file an Annual Report on or before the Annual Filing Date. "Financial Obligation" as used in this Disclosure Agreement is defined in the Rule, as may be amended, as (i) a debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term "Financial Obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or shut- down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the Disclosure Dissemination Agent's reasonable control, interruptions in telecommunications or utilities services, failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or technological application, service or system, computer virus, interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure Dissemination Agent from performance of its obligations under this Disclosure Agreement. "Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes. 2 "Information" means, collectively, the Annual Reports, the Audited Financial Statements, the Notice Event notices, the Failure to File Event notices, the Voluntary Event Disclosures and the Voluntary Financial Disclosures. "MSRB" means the Municipal Securities Rulemaking Board, or any successor thereto, established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "Notice Event" means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement. "Obligated Person" means any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), as shown on Exhibit A. "Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds, as listed in Exhibit A. "Voluntary Event Disclosure" means information of the category specified in any of subsections (e)(vi)(1) through (e)(vi)(10) of Section 2 of this Disclosure Agreement that is accompanied by a Certification of the Disclosure Representative containing the information prescribed by Section 7(a) of this Disclosure Agreement. "Voluntary Financial Disclosure" means information of the category specified in any of subsections (e)(vii)(1) through (e)(vii)(9) of Section 2 of this Disclosure Agreement that is accompanied by a Certification of the Disclosure Representative containing the information prescribed by Section 7(b) of this Disclosure Agreement. SECTION 2. Provision of Annual Reports. (a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent not later than the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than the January 31 following the end of each fiscal year of the Issuer, commencing with the fiscal year ending September 30, 2024. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual 3 Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form attached as Exhibit B, which may be accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 10:00 a.m. Eastern time on t h e Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form attached as Exhibit B without reference to the anticipated filing date for the Annual Report, which may be accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1. (d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available, provide at such time an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certification, for filing with the MSRB. (e) The Disclosure Dissemination Agent shall: (i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b) hereof with the MSRB; (iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) hereof with the MSRB; (iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) hereof with the MSRB, identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) hereof (being any of the categories set forth below) when filing pursuant to Section 4(c) of this Disclosure Agreement: 1. "Principal and interest payment delinquencies;" 2. "Non -Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 4 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. "Modifications to rights of securities holders, if material;" 8. Bond calls, if material, and tender offers; 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 11. "Rating changes;" 12. "Bankruptcy, insolvency, receivership or similar event of the obligated person;" 13. The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material;" 15. "Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material;" and 16. "Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties." (v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB, identifying the filing as "Failure to provide annual financial information as required" when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement; (vi) upon receipt, promptly file the text of each Voluntary Event Disclosure received under Section 7(a) hereof with the MSRB, identifying the Voluntary Event Disclosure as instructed by the Issuer pursuant to Section 7(a) (being any of the categories set forth below) when filing pursuant to Section 7(a) of this Disclosure Agreement: 1. "amendment to continuing disclosure undertaking;" 2. "change in obligated person;" 3. "notice to investors pursuant to bond documents;" 4. "certain communications from the Internal Revenue Service;" other than those communications included in the Rule; 5. "secondary market purchases;" 6. "bid for auction rate or other securities;" 7. "capital or other financing plan;" 8. "litigation/enforcement action;" 9. "change of tender agent, remarketing agent, or other on -going party;" and 10. "other event -based disclosures." (vii) upon receipt, promptly file the text of each Voluntary Financial Disclosure received under Section 7(b) hereof with the MSRB, identifying the Voluntary Financial Disclosure as instructed by the Issuer pursuant to Section 7(b) (being any of the categories set forth below) when filing pursuant to Section 7(b) of this Disclosure Agreement: 1. "quarterly/monthly financial information;" 2. "change in fiscal year/timing of annual disclosure;" 3. "change in accounting standard;" 4. "interim/additional financial information/operating data;" 5. "budget;" 6. "investment/debt/financial policy;" 7. "information provided to rating agency, credit/liquidity provider or other third party;" 8. "consultant reports;" and 9. "other financial/operating data." (viii) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent, Trustee (if any) and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g) Anything in this Disclosure Agreement to the contrary notwithstanding, any Information received by the Disclosure Dissemination Agent before 10:00 a.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain Annual Financial Information with respect to the Issuer, including, to the extent not included in the Issuer's Audited Financial Statements, updates of the following information provided in the Official Statement: (i) The chart entitled "Southeast Overtown-Park West Historical Tax Increment Revenues" under the heading "DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues;" and (ii) The chart entitled "Projected Agency Obligations" under the heading "DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues." (b) Audited Financial Statements as described in the Official Statement will be included in the Annual Report. If audited financial statements are not available, then unaudited financial statements, prepared in accordance with Generally Accepted Accounting Principles as described in the Official Statement will be included in the Annual Report. In such event, Audited Financial Statements (if any) will be provided pursuant to Section 2(d). Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues with respect to which the Issuer is an "obligated person" (as defined by the Rule), which have been previously filed with the Securities and Exchange Commission or available on the MSRB Internet Website. If the document 7 incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. The Issuer will reserve the right to modify from time to time the specific type of information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer will agree that any such modification will be done in a manner consistent with the Rule. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. Modifications to rights of Bond holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person; Note to subsection (a)(12) of this Section 4: For the purposes of the event described in subsection (a)(12) of this Section 4, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the 8 Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. 13. The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. Incurrence of a Financial Obligation of an Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of an Obligated Person, any of which affect security holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of an Obligated Person, any of which reflect financial difficulties. The Issuer shall, in a timely manner not later than nine (9) business days after its occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event). (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that either (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with a Certification. Such Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such 9 information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event). (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with MSRB in accordance with Section 2 (e)(iv) hereof. This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1. SECTION 5. CUSIP Numbers. The Issuer will provide the Dissemination Agent with the CUSIP numbers for (i) new bonds at such time as they are issued or become subject to the Rule and (ii) any Bonds to which new CUSIP numbers are assigned in substitution for the CUSIP numbers previously assigned to such Bonds. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the duties and responsibilities of the Disclosure Dissemination Agent under this Disclosure Agreement do not extend to providing legal advice regarding such laws. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Filing. (a) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary Event Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Event Disclosure (which shall be any of the categories set forth in Section 2(e)(vi) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(a) to file a Voluntary Event Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Event Disclosure with the MSRB in accordance with Section 2(e)(vi) hereof. This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2. (b) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary Financial Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Financial Disclosure (which shall be any of the categories set forth in Section 2(e)(vii) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(b) hereof to file a Voluntary Financial Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Financial Disclosure with the MSRB in 10 accordance with Section 2(e)(vii) hereof. This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-3. (c) The parties hereto acknowledge that the Issuer is not obligated pursuant to the terms of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to Section 7(a) hereof or any Voluntary Financial Disclosure pursuant to Section 7(b) hereof. (d) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure. SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of counsel expert in federal securities laws to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable to the Disclosure Dissemination Agent until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days' prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to those expressly stated herein. 11 SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon Certifications of the Issuer at all times. The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. SECTION 12. Amendment Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such 12 amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee, if any, for the Bonds, the Disclosure Dissemination Agent, the underwriter, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida (other than with respect to conflicts of laws). SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Remainder of page intentionally left blank.] 13 The Disclosure Dissemination Agent and the Issuer have caused this Continuing Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Disclosure Dissemination Agent By: Name: Title: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, as Issuer By: Name: Title: 14 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: Southeast Overtown/Park West Community Redevelopment Agency Obligated Person(s): Name of Bond Issue: Tax Increment Revenue Bonds, Series 2024A and Tax Increment Revenue Refunding Bonds, Series 2024B Date of Issuance: , 2024 Date of Official Statement , 2024 CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: A-1 EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: Southeast Overtown/Park West Community Redevelopment Agency Obligated Person: Name(s) of Bond Issue(s): Tax Increment Revenue Bonds, Series 2024A and Tax Increment Revenue Refunding Bonds, Series 2024B Date(s) of Issuance: , 2024 Date(s) of Disclosure , 2024 Agreement: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Bonds as required by the Disclosure Agreement between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. [The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by ]. Dated: Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer cc: Southeast Overtown/Park West Community Redevelopment Agency B-1 EXHIBIT C-1 EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" may be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the bonds to which this event notice relates: Number of pages attached: Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. "Non -Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of securities holders, if material;" 8. "Bond calls, if material;" Tender offers; 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 11. "Rating changes;" 12. `Bankruptcy, insolvency, receivership or similar event of the obligated person;" 13. "Merger, consolidation, or acquisition of the obligated person, if material;" 14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material;" 15. "Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material;" and 16. "Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties." Failure to provide annual financial information as required. I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Date: Digital Assurance Certification, L.L.C. 315 E. Robinson Street, Suite 300 Orlando, FL 32801 407-515-1100 C-1 EXHIBIT C-2 VOLUNTARY EVENT DISCLOSURE COVER SHEET This cover sheet and accompanying "voluntary event disclosure" may be sent to the MSRB, pursuant to the Continuing Disclosure Agreement dated as of , 2024 between the Issuer and DAC. Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates: Number of pages attached: Description of Voluntary Event Disclosure (Check One): 1. "amendment to continuing disclosure undertaking;" 2. "change in obligated person;" 3. "notice to investors pursuant to bond documents;" 4. "certain communications from the Internal Revenue Service;" 5. "secondary market purchases;" 6. "bid for auction rate or other securities;" 7. "capital or other fmancing plan;" 8. " litigationlenforcement action;" 9. "change of tender agent, remarketing agent, or other on -going party; and" 10. "other event -based disclosures." I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Date: Digital Assurance Certification, L.L.C. 315 E. Robinson Street Suite 300 Orlando, FL 32801 407-515-1100 C-2 EXHIBIT C-3 VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET This cover sheet and accompanying "voluntary financial disclosure" may be sent to the MSRB, pursuant to the Continuing Disclosure Agreement dated as of , 2024 between the Issuer and DAC. Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates: Number of pages attached: Description of Voluntary Financial Disclosure (Check One): 1. "quarterly/monthly fmancial information;" 2. "change in fiscal year/timing of annual disclosure;" 3. "change in accounting standard;" 4. "interim/additional fmancial information/operating data;" 5. "budget;" 6. "investment/debt/financial policy;" 7. "information provided to rating agency, credit/liquidity provider or other third party;" 8. "consultant reports;" and 9. "other financial/operating data." I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Date: Digital Assurance Certification, L.L.C. 315 E. Robinson Street Suite 300 Orlando, FL 32801 407-515-1100 C-3 EXHIBIT "E" FORM OF ESCROW DEPOSIT AGREEMENT cr. ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated , 2024, by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (the "Issuer"), a community redevelopment agency by virtue of the laws of the State of Florida and Argent Trust Company, Tampa, Florida, a national banking association organized under the laws of the United States, as Escrow Agent, and its successors and assigns (the "Escrow Agent"); WITNESSETH: WHEREAS, the Issuer has previously authorized and issued its Refunded Bonds as hereinafter described, and the Issuer has determined to defease and refund the Refunded Bonds as to which the Debt Service for the Refunded Bonds is set forth on Schedule A; and WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service for the Refunded Bonds by depositing with the Escrow Agent an amount which is at least equal to such Debt Service for the Refunded Bonds; and WHEREAS, in order to obtain certain of the funds needed for such purpose, the Issuer has authorized and is, concurrently with the delivery of this Agreement, issuing its Tax Increment Revenue Bonds, Series 2024; and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the Issuer's obligations relating to the Refunded Bonds. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Agent agree as follows: SECTION 1. Definitions. As used herein, the following terms mean: "Agreement" means this Escrow Deposit Agreement. "Escrow Account" means the account hereby created and entitled Escrow Account established and held by the Escrow Agent pursuant to this Agreement in which cash and investments will be held for payment of the principal or value at maturity, as the case may be, interest, if applicable, and redemption premium, if applicable, on the Refunded Bonds as they come due. "Escrow Agent" means Argent Trust Company and its successors and assigns organized and existing under the laws of the United States of America, having its designated corporate trust office in Tampa, Florida, as Escrow Agent hereunder. "Escrow Requirements" means, as of any date of calculation, the sum of an amount in cash and principal amount of Refunding Securities in the Escrow Account which together with the interest to become due on the Refunding Securities will be sufficient to pay the Total Debt Service on the Refunded Bonds in accordance with Schedule A. "Issuer" means the Southeast Overtown/Park West Redevelopment Agency, a community redevelopment agency. "Refunded Bonds" means [all or a portion] of the Issuer's outstanding Tax Increment Revenue Bonds, Series 2014A. "Refunding Securities" means any Acquired Obligations, as defined in the Resolution. "Resolution" Resolution No. CRA-R-12-0061 adopted on September 17, 2012, as amended and supplemented from time to time, as further supplemented by Resolution No. adopted on September 26, 2024. "Series 2024 Bonds" means the Issuer's $ Tax Increment Revenue Bonds, Series 2024. "Total Debt Service for the Refunded Bonds" means, as of any date, the sum of the principal, interest and redemption premium, if applicable, remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached hereto. SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Agent for deposit into the Escrow Account, in immediately available funds, which funds the Escrow Agent acknowledges receipt of, to be held in irrevocable escrow by the Escrow Agent separate and apart from other funds of the Escrow Agent and applied solely as provided in this Agreement. $ of such funds are being derived from the Debt Service Fund of the Refunded Bonds being held by the Issuer, and $ of such funds are being derived from proceeds of the Series 2024 Bonds ($ being wired from the Issuer plus $ being wired from the underwriter). The Issuer represents that such funds are equal to the Escrow Requirement as of the date of such deposit. 2 SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of the sums described in Section 2 and agrees: (a) to hold the funds pursuant to this Agreement in irrevocable escrow during the term of this Agreement for the sole benefit of the holders of the Refunded Bonds; (b) to immediately invest $ in the Refunding Securities set forth on Schedule B attached hereto and to hold such securities and cash proceeds therefrom in accordance with the terms of this Agreement. The remaining cash balance equal to $1.76 shall be held uninvested by the Escrow Agent; (c) to provide timely notice for receipt of the funds invested in the Refunding Securities in order to receive sufficient funds to pay the Total Debt Service for the Refunded Bonds coming due on such date, as shown on Schedule A; (d) in the event the securities described on Schedule B cannot be purchased, substitute securities may be purchased with the consent of the Issuer but only upon receipt of verification from an independent certified public accountant that the Refunding Securities, the interest thereon, and the cash deposited in the Escrow Account will not be less than the Total Debt Service for the Refunded Bonds, and only upon receipt of an opinion of Bryant Miller Olive P.A. that (i) such securities constitute Refunding Securities for purposes of this Agreement, and (ii) such substitution shall not affect the tax-exempt status of interest on the Refunded Bonds; (e) there will be no investment of funds except as set forth in this Section 3 and in Section 5 hereof. SECTION 4. Payment of Refunded Bonds. (a) Refunded Bonds. On the date and in the amount set forth on Schedule A, the Escrow Agent shall transfer to , or its successors or assigns, the paying agent for the Refunded Bonds (the "Paying Agent"), in immediately available funds solely from amounts available in the Escrow Account, a sum sufficient to pay the Total Debt Service for the Refunded Bonds coming due on such date, as shown on Schedule A. (b) Surplus. After making the payments from the Escrow Account described in Subsection 4(a) above, the Escrow Agent shall retain in the Escrow Account any remaining cash in the Escrow Account in excess of the Total Debt Service for the Refunded Bonds until the termination of this Agreement, and shall then pay any remaining funds to the Issuer. 3 (c) Priority of Payments. The holders of the Refunded Bonds shall have an express first priority security interest in the funds in the Escrow Account until such funds are used and applied as provided in this Agreement. SECTION 5. Reinvestment. (a) Except as provided in Section 3, the Escrow Agent shall have no power or duty to invest any funds held under this Agreement. (b) At the written request of the Issuer and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer or otherwise dispose of any of the Refunding Securities acquired hereunder and shall substitute other Refunding Securities. The Issuer will not request the Escrow Agent to exercise any of the powers described in the preceding sentence in any manner which will cause interest on the Refunded Bonds to be included in the gross income of the holders thereof for purposes of Federal income taxation. Except as provided in Section 3 hereof, the transactions may be effected only if (i) an independent certified public accountant selected by the Issuer shall certify or opine in writing to the Issuer and the Escrow Agent that the cash and principal amount of Refunding Securities remaining on hand after the transactions are completed will, assuming no reinvestment earnings, be not less than the Escrow Requirement, and (ii) the Escrow Agent shall receive an opinion from a nationally recognized bond counsel acceptable to the Issuer to the effect that the transactions, in and by themselves will not cause interest on such Refunded Bonds to be included in the gross income of the holders thereof for purposes of Federal income taxation and such substitution is in compliance with this Agreement. Subsection 4(c) above notwithstanding, cash in excess of the Total Debt Service for the Refunded Bonds caused by substitution of Refunding Securities shall, as soon as practical, be paid to the Issuer. SECTION 6. Redemption or Acceleration of Maturity. The Issuer shall not accelerate or defer the maturity or redemption of the Refunded Bonds so as to modify the debt service set forth on Schedule A attached hereto. SECTION 7. Indemnity. To the extent permitted by law and without waiving sovereign immunity, the Issuer hereby assumes liability for, and hereby agrees to indemnify, protect, save and keep harmless, the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) which relates to or arises out of the execution and delivery of this Agreement, the establishment of the Escrow Account established hereunder, the acceptance of the funds and securities deposited therein, the purchase of the Refunding Securities, the retention of the Refunding Securities or the proceeds 4 thereof and any payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct or that of a third party. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. The Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Total Debt Service for the Refunded Bonds. Furthermore, the Escrow Agent shall not be liable for the accuracy of the calculation as to the sufficiency of moneys and the principal amount of Refunding Securities and the earnings thereon to pay the Total Debt Service for the Refunded Bonds. SECTION 8. Responsibilities of Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Refunding Securities, the retention of the Refunding Securities or the proceeds thereof or for any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non -negligent or non -willful act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be responsible for its negligent or willful failure to comply with its duties required hereunder, and its negligent or willful acts, omissions or errors hereunder (including full reimbursement to the Issuer of any rebate liability of the Issuer, including interest and penalties thereon). The duties and obligations of the Escrow Agent may be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the Issuer, at the Issuer's expense, and in reliance upon the opinion of such counsel, shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer. SECTION 9. Resignation of Escrow Agent. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer, any rating agency then providing a rating on the Refunded Bonds, and the Paying Agent for the Refunded Bonds not less than sixty (60) days before such resignation shall take effect. Such resignation shall not take effect until the appointment of a new Escrow Agent hereunder. 5 SECTION 10. Removal of Escrow Agent. (a) The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty-one percent (51%) in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the Issuer, and notice in writing given by such holders to the original purchaser of the Series 2024A Bonds and published by the Issuer once in a newspaper of general circulation in the territorial limits of the Issuer, and in a daily newspaper or financial journal of general circulation in the City of New York, New York, not less than sixty (60) days before such removal is to take effect as stated in said instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent. (b) The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than five percent (5%) in aggregate principal amount of the Series 2024A Bonds then outstanding, or the holders of not less than five percent (5%) in aggregate principal amount of the Refunded Bonds then outstanding. (c) The Escrow Agent may not be removed until a successor Escrow Agent has been appointed in the manner set forth herein. SECTION 11. Successor Escrow Agent. (a) If, at any time hereafter, the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall immediately appoint an Escrow Agent to fill such vacancy and, upon such appointment, all assets held hereunder shall be transferred to such successor. The Issuer shall either (i) publish notice of any such appointment made by it once in each week for four (4) successive weeks in a newspaper of general circulation published in the territorial limits of the Issuer and in a daily newspaper or financial journal of general circulation in the City of New York, New York, or (ii) mail a notice of any such appointment made by it to the holders of the Refunded Bonds within thirty (30) days after such appointment. (b) At any time within one year after such vacancy shall have occurred, the holders of a majority in principal amount of the Series 2024A Bonds then outstanding or a majority in 6 principal amount of the Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by either group of such bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent theretofore appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the Bondholders. In the case of conflicting appointments made by the Bondholders under this paragraph, the first effective appointment made during the one year period shall govern. (c) If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow Agent, may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. (d) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Escrow Agent hereunder and vested with all the trust, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto, anything herein to the contrary notwithstanding, provided such successor shall have reported total capital and surplus in excess of $500,000,000, provided that such successor Escrow Agent assumes in writing all the trust, duties and responsibilities of the Escrow Agent hereunder. SECTION 12. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it has agreed to accept compensation under the Agreement in the sum of $750.00 payable at closing, for services to be performed by the Escrow Agent pursuant to this Agreement. The Escrow Agent shall have no lien or claim against funds in the Escrow Account for payment of obligations due it under this Section. SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds. SECTION 14. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, notice of such event shall 7 be sent to Moody's Investors Service, Fitch Ratings, Inc. and S&P Global Ratings (but only to the extent such agencies have a rating outstanding on any of the Refunded Bonds), but such covenant or agreements herein contained shall be null and void and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 15. Amendments to this Agreement. This Agreement is made for the benefit of the Issuer and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended in whole or in part without the written consent of all affected holders, the Escrow Agent and the Issuer; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent, for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall, at its option, be entitled to request at the Issuer's expense and rely exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section. Prior written notice of such amendments, together with proposed copies of such amendments, shall be provided to Moody's Investors Service, Fitch Ratings, Inc., and S&P Global Ratings (but only to the extent such agencies have a rating outstanding on any of the Refunded Bonds). SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be construed under the laws of the State of Florida. 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. SOUTHEAST OVERTOWN PARK/WEST COMMUNITY REDEVELOPMENT AGENCY (SEAL) By: Chair Attested By: By: Board Clerk Approved as to Form: By: Agency Attorney [Signature Page to Escrow Deposit Agreement] 9 ARGENT TRUST COMPANY, as Escrow Agent By: Name Title: ATTEST: By: Name: Title: [Signature Page to Escrow Deposit Agreement] 10 SCHEDULE A TOTAL DEBT SERVICE FOR REFUNDED BONDS Principal Redemption Date Due Interest Redeemed Premium Debt Service SCHEDULE B REFUNDING SECURITIES Type of Security Maturity Date Par Amount Rate B-1