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HomeMy WebLinkAboutCRA-R-23-0035 BackupBRYANT MILLER OLIVE P.A. Bryant Miller Olive P.A. is pleased to present to the Southeast Overtown/Park West Community Redevelopment Agency ('CRA"), a summary of the credentials of our firm. The Firm Bryant Miller Olive P.A. ("BMO") is a Florida professional association of attorneys under the laws of the State of Florida (the "State"), established in 1970, with a national and statewide municipal bond practice since 1973. BMO is rated AV Preeminent by Martindale -Hubbell. BMO was the first Florida law firm to be listed in The Red Book. This is generally the way a law firm becomes nationally recognized bond counsel whose legal opinions can be widely relied upon in the marketplace. BMO has full -service offices in Miami, Orlando, Jacksonville, Tallahassee, Tampa, Washington, D.C., and Atlanta, Georgia. BMO's strong Florida presence is attributable, in part, to its founder, C. Farris Bryant, who was the Governor of Florida in the early 1960's. He founded BMO to implement his vision for Florida's future, particularly to promote Florida's economic development in transportation and education initiatives. In addition to its public finance services described more fully herein, BMO offers a multidisciplinary range of legal services, with practice groups focused in the following areas: Affordable Housing, Appellate Advocacy, Corporate Trust, Government Consulting, Government Procurement, Labor & Employment, Litigation, New Tax Market Credits, Public Private Partnerships, Real Property & Commercial Transactions, and State & Local Government. BMO also offers legal services in Federal and State Tax issues, both in relation to public finance work and as a separate area of practice that addresses non-public finance related tax issues. We have attorneys who are certified by The Florida Bar in the areas of City, County and Local Government Law, Tax Law, Construction Law, Real Estate Law, and Labor & Employment Law. Additionally, BMO has a wholly -owned arbitrage rebate service subsidiary, Integrity Public Finance Consulting LLC (Integrity), to assist tax-exempt borrowers with post issuance compliance with the Internal Revenue Code and regulations promulgated thereunder. More Florida -based Municipal Bond Attorneys than any Other Law Firm Nineteen (19) of BMO's attorneys are focused in the area of public finance law, giving BMO more Florida -based municipal bond attorneys than any other law firm. As part of BMO's public finance group, BMO has three full-time in-house Section 103 federal tax attorneys and, unlike most of our competitors, does not subcontract any of its tax work to other firms. Further, 10 full-time paralegals and 5 law clerks are employed by BMO to assist the attorneys with substantive legal research. Bryant Miller Olive P.A BMO's employees are diverse reflecting our longstanding commitment to diversity. More than 63 percent of the members of the firm are African American, Hispanic, Asian or women. Approximately 32 percent of BMO's support staff is comprised of minorities, and approximately 71 percent of the support staff are women. BMO is proud of its efforts to make public finance a more diverse practice area. For more information on Bryant Miller Olive P.A., please go to www.bmolaw.com. Bond Counsel Experience According to Securities Data Co. Inc., in each of the years 2013 through 2022, BMO has been the top -ranked bond counsel firm in Florida based on the number of transactions completed. In 2022, BMO completed 57 transactions as Bond Counsel in Florida. In the past five years, BMO has provided public finance legal counsel to both local governments and related entities on more than 978 bond issues involving over $31 billion in principal amount of tax-exempt governmental and private activity bonds. 978 # Bond Issues Completed Last 5 Years Tax Increment and Redevelopment Experience: BMO has had extensive experience in all facets of community redevelopment, including documenting the prerequisite finding of necessity for the redevelopment area, establishing the redevelopment agency, developing and implementing the redevelopment plan and trust fund, drafting and negotiating redevelopment agreements with private -sector redevelopment partners, drafting and negotiating interlocal agreements governing tax increment contribution and validation of bonds secured by tax increment financing. BMO is highly experienced in this area, having counseled both state and local governments and developers on structuring such financial arrangements as part of an overall development or redevelopment. This includes real property tax abatement, payment in lieu of taxes ("PILOT"), federal, state, and local grants, land grants and contribution, land trusts, etc. BMO has been a leader in the use of tax increment financing in the State, having served as lead counsel on major cases upholding the utilization of the financing tool and the corresponding right of eminent domain for the elimination of slum and blight. BMO served as Bond Counsel for the first tax increment financing in the State issued for "transportation blight." BMO also served as lead counsel in the first validation case upholding tax increment financing in Florida which has provided the background for the entire development of community redevelopment financing in Florida, State v. Miami Beach Redevelopment Agency, 392 So. 2d 875 (Fla. 1980). Miami Beach is the seminal case that was briefly overturned by the Florida Supreme Court in 2007, but subsequently restored based in large part on BMO's briefs and oral argument before the Florida Supreme Court on three separate appeals. Bond Validation Experience: BMO has helped draft and shape much of Florida's municipal finance law. BMO's state constitutional law expertise is often called upon in validation proceedings. BMO believes that no other firm has the level of experience in Florida bond Bryant Miller Olive P.A. 2 validations as BMO. Examples of the Firm's victories in front of the Florida Supreme Court including without limitation Citizens Advocating Responsible Environmental Solutions, Inc. v. City of Marco Island, 959 So. 2d 203 (Fla. 2007), Miccosukee Tribe of Indians vs. South Florida Water Management District and New Hope Sugar vs. South Florida Water Management District (Case Nos. SC09-1817 and SC09-1818), State v. Miami Beach Redevelopment Agency, 392 So. 2d 875 (Fla. 1980), and Sarasota Citizens for Responsible Government v. City of Sarasota, et al., 48 So. 2d 755 (Fla. 2010). Tax Expertise: BMO is qualified to promptly respond to all matters of federal taxation relating to the issuance of debt by governmental entities. BMO's tax knowledge and capabilities are frequently sought in connection with bond financings throughout the nation. One of the most important aspects of a tax-exempt bond issue is the tax-exempt status of the bonds. Members of BMO's tax department are frequently asked to serve on the faculty for continuing legal education programs sponsored by such organizations as NABL, the Florida Governmental Finance Officers Association and The Florida Bar. BMO and its tax practitioners are regularly involved in assisting its public finance clients in complying with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") and the Income Tax Regulations and rulings issued thereunder (the "Regulations") relating to the issuance of tax-exempt bonds. This includes advising clients with respect to the complex provisions of the Code and Regulations relating to arbitrage and rebate. BMO also applies our team approach to providing tax counsel. BMO regularly monitors the current position of the IRS on various matters of interest to its public finance clients, including the IRS's recently expanded enforcement activities in the bond area. For each issue, the bond attorney and tax attorney will regularly consult throughout the development of the specific plan of finance, the drafting of the basic bond documents, and the development of the specialized documents and certificates which are necessary to evidence the issuer's compliance with all relevant provisions of the federal tax law. In addition, prior to delivery of an approving opinion of bond counsel regarding the tax status of the bonds, a BMO tax lawyer who is not primarily assigned to the transaction undertakes a review of the transaction to confirm compliance with the provisions of the Code. The highly significant level of knowledge and experience in BMO's tax practice is evident from a review of our audit work, post issuance tax services, and arbitrage rebate affiliation. Examples of our work: BMO has transactional skills gained over time from handling a wide array of financings related to economic development projects and incentives. Familiarity with evolving local, state, and federal financing programs has been key to our firm's success. We have set forth certain examples below. ➢ BMO advised the City of Panama City Beach in the creation and establishment of its community redevelopment agency and negotiated on behalf of Panama City Beach with the St. Joe Company and its associated Community Development District a unique land Bryant Miller Olive P.A. 3 swap and successful public -private partnership agreement dealing with what is commonly referred to as the Pier Park entertainment venue. As a part of representing Panama City Beach, firm members successfully defended challenges to the redevelopment regime before the Florida Supreme Court. See Panama City Beach Redevelopment Agency v. State, 831 So.2d 662 (Fla. 2002). BMO subsequently crafted an extraordinary additional community redevelopment plan covering approximately nine miles of shoreline in Panama City Beach known as the Front Beach Road Community Redevelopment Area and laid the predicate for the ultimate collection and expenditure of $500 million in tax increment to address extraordinary transportation/infrastructure needs of that beachfront community. This work transformed the Panama City Beach community with significant economic development impact. ➢ BMO served as lead community redevelopment counsel for the Murdock Village Community Redevelopment Area in Charlotte County that successfully crafted the redevelopment plan and acquisition strategy for 2,999 residential lots which formed the basis of an ambitious and complete redevelopment centered around Charlotte County's northern regional park between U.S. 41 and State Road 776. The documentation developed by BMO withstood challenges from condemnation lawyers and was validated by the circuit court. ➢ BMO served as bond counsel on the $70,545,000 City of Orlando, Florida Community Redevelopment Agency Tax Increment Revenue Refunding Bond (Downtown District), Series 2020Atransaction. It was a variable rate bond maturing in 2040 and structured as a covenant to budget and appropriate. Please see Appendix A for a representative listing of transactions completed for community redevelopment agencies. Familiarity with the City of Miami: BMO has served, under contract, as Bond Counsel and Disclosure Counsel to the City of Miami, Florida and the Miami Parking Authority (collectively, the "City") for more than 20 years. In addition, we serve as the primary counsel on bond compliance issues. When the City returned to the public finance market in 2002 after recovering from its state of financial emergency that occurred in 1996, BMO served as disclosure counsel on its first four public offerings. Because of our longevity and experience with the City, we are often called upon to help staff with background and finance questions related to existing transactions. We work closely with the City staff on each transaction for a successful and smooth transaction. Below is a listing of transactions completed for the City over the last 5 years. • $24,435,000.00 City of Miami, Florida Tax -Exempt Non -Ad Valorem Special Obligation Revenue Bonds, Series 2021 (FP&L Undergrounding Project) • $16,318,887.98 City of Miami, Florida Master Vehicle Lease Schedule No. 2, Series 2020 Bryant Miller Olive P.A. 4 • $36,000,000.00 City of Miami, Florida Master Vehicle Lease Purchase Agreement dated as of June 20, 2019 and Schedule No. 1 thereto dated as of April 15, 2020 • $52,180,000.00 City of Miami, Florida Parking System Revenue Refunding Bonds, Tax - Exempt Series 2019 • $75,540,000.00 City of Miami, Florida Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project) • $5,000,000.00 City of Miami, Florida Taxable Parking System Line of Credit Note, Series 2019B • $57,405,000.00 City of Miami, Florida Special Obligation Refunding Bonds, Series 2018A (Street and Sidewalk Improvement Program) • $42,620,000.00 City of Miami, Florida Taxable Special Obligation Refunding Bonds, Series 2018B (Street and Sidewalk Improvement Program) • $7,455,000.00 City of Miami, Florida Taxable Special Obligation Revenue Bonds, Series 2018C (Street and Sidewalk Improvement Program) • $16,555,000.00 City of Miami, Florida Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project) E._ty of Miami References: Larry Spring Erica Paschal -Darling Scott Simpson Chief Financial Officer/Assistant City Manager City of Miami, Florida 305-416-1009 Director of Finance City of Miami, Florida 305-416-1328 Chief Financial Officer Miami Parking Authority 305-373-6789 Additional references available upon request. The Bond Counsel Team BMO will utilize a team approach to managing its scope of services for the CRA. Rather than assigning one individual to serve the client, we will assign a team of lawyers, possessing complementary skills and experience in order to provide the highest quality and most responsive Bryant Miller Olive P.A. 5 service. While we are the largest public finance firm in Florida, we are still a small firm in that we all know each other personally and what value each brings to BMO allowing us to provide the best service for the CRA. Teamwork also means there is not a workload backup in one attorney's inbox which could result in missed deadlines. BMO will assign JoLinda Herring as the lead attorney, Len Marcinko, Tax Attorney and Chris Roe, Public Finance Member to the CRA's account. Please see bios of the team members below. ToLinda Herring. Ms. Herring is BMO's managing shareholder and actively practices law as a member of the Public Finance Group. Her practice is dedicated to municipal law, governmental tax-exempt financings, and blue-sky securities law, with an expertise in commercial paper programs. Ms. Herring has served as bond counsel, disclosure counsel, and underwriter's counsel to various governmental entities including Riviera Beach CRA, Palm Beach County, Broward County, Miami -Dade County, Brevard County, the City of Tallahassee, the City of Miami, the City of Ocala, the City of Panama City Beach, and numerous other governmental entities across the State of Florida (including the Sunshine State Governmental Financing Commission, the Florida Municipal Loan Council and the Florida Rural Utility Financing Commission) and in other states, including Connecticut and Louisiana. She is the lead counsel for BMO on the City of Miami's account. She currently serves as a member of the Board of Directors of the National Association of Bond Lawyers. She is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace. Ms. Herring is a graduate of Leadership Tallahassee. She graduated from Florida State University College of Law with a Juris Doctor. Ms. Herring also received an M.B.A. in Finance with honors from Vanderbilt University. Ms. Herring is currently a member of The Florida Bar. She is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace. Leonard T. Marcinko. Mr. Marcinko is a shareholder and Chair of the Tax Group. He has concentrated his law practice in the federal income tax aspects of governmental finance law. He has more than 38 years of wide-ranging experience dealing with federal tax issues associated with the sale and issuance of tax-exempt bonds, as a government lawyer, as a practitioner in private practice, and as a public finance investment banker. In addition to his primary responsibility dealing with Federal income tax issues for bond issues, Mr. Marcinko for several years has headed BMO's representation of clients in the area of interest rate swaps and other derivative product transactions. Mr. Marcinko joined BMO in 1988. Prior to joining BMO, Mr. Marcinko spent three and a half years in the public finance department of Shearson Lehman Hutton, Inc. At Shearson, he was responsible for the creation and implementation of new tax-exempt and taxable finance products, with special emphasis on the Southeastern Region of the United States. Prior to joining Shearson in 1985, Mr. Marcinko practiced law for five years as a partner in the Tax Department of the national municipal bond law firm of Kutak Rock. From 1977 to 1980, Mr. Marcinko served as an attorney -advisor in the Office of Chief Counsel to the Internal Revenue Service where he was responsible for the development of income tax regulations and proposed legislation in the tax- exempt bond area. He was the principal author of final regulations relating to arbitrage bonds and Bryant Miller Olive P.A. 6 participated in drafting the Mortgage Subsidy Bond Tax Act of 1980. Mr. Marcinko is a member of NABL and is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace, and he is a frequent speaker at NABL conferences. Mr. Marcinko is currently a member of The Florida Bar. He is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace. Christopher B. Roe. Mr. Roe is a Shareholder in the firm's Public Finance Group. He is board certified by The Florida Bar in city, county, and local government law. He has a specialty in community redevelopment agency legal services, special assessments, and utility acquisition. His experience includes a wide range of local government undertakings focusing on local government revenue generating mechanisms and financings where such revenues are pledged to secure bond issues, bank loans, state revolving fund loans, and loans obtained from The United States Department of Agriculture Utilities Program. Mr. Roe has successfully conducted more than seventy bond validation proceedings pursuant to Chapter 75, Florida Statutes, on behalf of local government clients and the funding of capital projects. In that regard, he successfully represented the City of Cape Coral at trial and in its Supreme Court appeal regarding the validity of citywide special assessments imposed to fund fire protection services and facilities and its cost allocation methodology based on availability of service. Morris v. City of Cape Coral, 163 So. 3d 1174 (Fla. 2015). Mr. Roe serves as lead attorney in the firm's role as Bond Counsel to St. Lucie County, Okeechobee County, Belleair Beach, Palm Coast, Brooksville and Bunnell, as well as special districts including the Parrish Fire District and the Flora Ridge Educational Facilities Benefit District. Mr. Roe graduated from Florida State University College of Law and is a frequent speaker at Florida League of Cities, Florida Association of Counties and Florida Municipal Attorneys Association events around the state. Mr. Roe is currently a member of the Florida Bar. He is listed in the Municipal Bond Attorneys' section of The Bond Buyer's Municipal Marketplace. The BMO team is accessible by email or cell phone inside or outside business hours, so that the CRA's needs never go unmet. We are very quick to respond to any requests of the CRA, whether of a routine nature or not, to ensure that adequate resources are devoted to timely meet the CRA's needs. BMO can also be available on short notice to meet with and advise the CRA officials, CRA retained consultants, and the governing body on a continuous and emergency basis. BMO has consistently met the time demands that have been placed upon the firm by its clients and has never failed to adhere to a deadline. Should needs or emergencies arise, CRA staff would continue to have easy access to BMO's expertise in public finance and related areas. Bryant Miller Olive P.A. 7 APPENDIX A REPRESENTATIVE LISTING OF COMMUNITY REDEVELOPMENT TRANSACTIONS Underwriter's Counsel $46,420,000.00 Arborwood Community Redevelopment District (City of Ft. Myers, Florida) Bond Counsel $9,200,000.00 Cedar Key Community Redevelopment Agency Underwriter's Counsel $5,285,000.00 City of Bradenton, Florida Community Redevelopment Agency Bond Counsel Bond Counsel $3,476,500.00 Cocoa Redevelopment Agency $1,100,000.00 City of Flagler Beach, Florida Community Redevelopment Agency Capital Improvement Revenue Bonds, Series 2006A-1 (Centex Homes Project) Redevelopment Trust Fund Revenue Bonds, Series 2007 Increment Tax Revenue Bonds, Series 2011 (Downtown Redevelopment Area Riverwalk Project) Redevelopment Revenue Bonds, Series 2002 Community Redevelopment Revenue Note, Series 2009 Finance capital improvements Finance capital improvements Financing the Downtown Redevelopment Area Riverwalk Project Finance capital improvements Acquire and construct capital improvements in City's Redevelopment Revenue Plan which includes utility, sidewalk, ADA Non -ad valorem assessments Tax increment revenues Pledged funds consisting of Increment Tax Revenues and Non - Ad Valorem Revenues Covenant to budget and appropriate non -ad valorem revenues Tax increment revenues and non - ad valorem revenues Bryant Miller Olive P.A A-1 Bank Counsel Bank Counsel Bond Counsel $20,769,000.00 Fort Lauderdale Community Redevelopment Agency $20,769,000.00 Fort Lauderdale Community Redevelopment Agency $7,450,000.00 Community Redevelopment Agency of the City of Fort Myers, Florida Tax Increment Revenue Improvement and Refunding Note, Taxable Series 2021 (Northwest- Progresso-Flagler Heights Community Redevelopment Area Project) Tax Increment Revenue Improvement and Refunding Note, Taxable Series 2021 (Northwest- Progresso-Flagler Heights Community Redevelopment Area Project) Community Redevelopment Revenue Note, Series 2005 accessibility, streetscape, stormwater, irrigation and lighting improvements Refinance outstanding 2015 Note NPFCRA Trust Fund Revenues Refinance outstanding NPFCRA Trust 2015 Note Fund Revenues Refund outstanding bonds, finance capital improvements Tax increment financing revenues Bryant Miller Olive P.A A-2 Bond Counsel $15,400,000.00 Hallandale Beach Community Redevelopment Agency Note Counsel $5,000,000.00 City of Holly Hill, Florida Community Redevelopment Agency Bond Counsel $4,835,000.00 City of Holly Hill, Florida Community Redevelopment Agency Underwriter's Counsel $12,980,000.00 Inverness Community Redevelopment Agency Bond Counsel $9,500,000.00 City of Lake Wales Community Redevelopment Agency Note Counsel $5,572,674.50 City of Lake Wales, Florida Redevelopment Revenue Note, Series 2015 Redevelopment Revenue Note, Series 2013 Redevelopment Refunding Revenue Note, Series 2012 Tax Increment Revenue Refunding Bonds, Series 2017 Redevelopment Revenue Note, Series 2007 Lake Wales Community Redevelopment Agency Redevelopment Revenue Note, Series 2007 (First Amendment to Note) (Reissuance Date: Financing certain redevelopment Projects, including improvements to O. B. Johnson Park Finance redevelopment projects within the community development area Refund outstanding bonds Refunding Acquisition, construction and equipping of various capital improvements and programs within the redevelopment area Community Redevelopment Capital Improvements Increment Revenues and Public Service Tax Revenues Annual tax increment receipts from the CRA; non - ad valorem revenues Tax increment revenues Pledged tax increment revenues Tax increment revenues and non - ad valorem revenues CRA/TIF revenues Bryant Miller Olive P.A A-3 Bond Counsel Bond Counsel Note Counsel Note Counsel Note Counsel Bond Counsel $13,865,000.00 Community Redevelopment Agency of the City of Maitland, Florida $5,925,000.00 City of Naples, Florida $9,000,000.00 City of New Port Richey, Florida Community Redevelopment Agency $9,200,000.00 City of New Port Richey, Florida Community Redevelopment Agency $9,200,000.00 City of New Port Richey, Florida Community Redevelopment Agency $3,000,000.00 North Miami Beach Community Redevelopment Agency April 1, 2018) Community Redevelopment Revenue Bonds, Series 2005 Redevelopment Revenue Bond, Series 2003 Taxable Redevelopment Revenue Note, Series 2006C Redevelopment Revenue Note, Series 2005B Redevelopment Refunding Revenue Note, Series 2005A Redevelopment Revenue Note, Series 2007A Finance capital improvements Finance various capital improvements within City's community redevelopment area; refinance Series 1998 Bonds Finance acquisition, construction and equipping of various capital improvements within the CRA Financing of various capital improvements within the CRA Refinancing Capital improvements within the redevelopment area Tax increment revenues Tax increment revenues of CRA Tax increment revenues of the Community Redevelopment Agency Tax increment revenues of the Community Redevelopment Agency Tax increment revenues of the Community Redevelopment Agency Tax increment revenues Bryant Miller Olive P.A A-4 Bond Counsel Bond Counsel Bond Counsel Bond Counsel Bond Counsel Disclosure Counsel $5,000,000.00 North Miami Beach Community Redevelopment Agency $71,415,000.00 City of Orlando, Florida Community Redevelopment Agency $4,760,000.00 City of Orlando, Florida Community Redevelopment Agency $9,855,000.00 City of Orlando, Florida Community Redevelopment Agency $6,000,000.00 City of Palm Bay, Florida Bayfront Community Redevelopment Agency $38,260,000.00 City of Port St. Lucie Community Redevelopment Agency Taxable Redevelopment Revenue Note, Series 2007B Taxable Tax Increment Revenue Bonds, Series 2010B (Downtown District - Direct Subsidy Build America Bonds) Tax Increment Revenue Bonds, Series 2010A (Downtown District) Tax Increment Revenue Refunding Bonds (Downtown District), Series 2004 Redevelopment Trust Fund Revenue Bond, Series 2006 Redevelopment Trust Fund Refunding Revenue Bonds, Series 2016 Capital improvements within the redevelopment area Finance a portion of the cost of acquiring, construction and equipping the Performing Arts Center Finance a portion of cost of acquiring, constructing and equipping the Performance Arts Center Refunding of Series 1993 tax increment issue Tax increment revenues Tax increment revenues Tax increment revenues Tax increment revenues Finance various capital Tax increment improvements to revenues roadways within the CRA Refunding all of the Tax increment Agency's outstanding revenues Redevelopment Trust Fund Revenue Bonds, Series 2004 and the Redevelopment Trust Fund Revenue Bonds, Series 2006 Bryant Miller Olive P.A A-5 Borrower's Counsel $115,000.00 City of Quincy, Florida Community Redevelopment Agency Special Counsel $350,000.00 City of Quincy, Florida Community Redevelopment Agency Bond Counsel $13,297,000.00 Riviera Beach Community Redevelopment Agency Bond Counsel $16,338,000.00 Riviera Beach Community Redevelopment Agency Bond Counsel $8,807,000.00 Riviera Beach Community Redevelopment Agency Bank Counsel $3,550,000.00 Riviera Beach Community Redevelopment Agency Bank Counsel $8,000,000.00 Riviera Beach Community Redevelopment Revenue Note, Series 2012 Redevelopment Revenue Note, Series 2011 Redevelopment Refunding Revenue Note, Series 2020A Taxable Redevelopment Refunding and Improvement Revenue Note, Series 2020B Redevelopment Revenue Note, Series 2018 Redevelopment Revenue Note, Series 2013A Redevelopment Taxable Refunding Finance redevelopment Tax increment projects Community redevelopment Refund outstanding bonds/capital improvement Refund outstanding bonds/capital improvement Acquire, construct and equip certain capital improvements Finance acquisition, construction and equipping of certain capital improvements (redevelopment plan, water, sewer and stormwater utilities, streetscape, etc.) Refund certain redevelopment revenues Tax increment revenues Tax Increment Revenues Tax Increment Revenues Tax increment revenues Tax increment revenues Tax increment revenues Bryant Miller Olive P.A A-6 Bond Counsel Bond Counsel Bank Counsel Bond Counsel Note Counsel $25,570,000.00 $2,100,000.00 $1,500,000.00 $3,950,000.00 $5,870,000.00 Redevelopment Agency Riviera Beach Community Redevelopment Agency Sanford Community Redevelopment Agency Sebring Community Redevelopment Agency City of Tallahassee Community Redevelopment Agency Winter Park Community Redevelopment Agency Revenue Note, Series 2013B Redevelopment Note, Series 2011 Capital Improvement Revenue Note, Series 2004 Taxable Capital Improvement Revenue Note, Series 2020 Redevelopment Revenue Note, Series 2020 Redevelopment Refunding Revenue Note, Series 2012 projects Acquire, construct and equip certain capital improvements Finance downtown redevelopment streetscape Community redevelopment projects Financing public parking Refund outstanding debt Pledge Revenues Non -ad valorem revenues Pledged Revenues Tax increment revenues Tax increment revenues Bryant Miller Olive P.A A-7 Bryant Miller Olive FLORIDA MUNICIPAL ATTORNEYS ASSOCIATION JoLinda Herrin Br ant Miller Olive P.A. 1 SE 3rd Avenue, Suite 2200 Miami, Florida 33131 jherring@bmolaw.com ww .bmola .ccm FLORIDA MUNICIPAL FINANCEAI Type of Issuer umber of Total Dollar Transactions Amount All Issuers in State 517 $17,552,010,088 Number and dollar amount of Bonds issued in the State of Florida from January 1- Decmber 31, 2022 www.bmolaw.com FLORIDA MUNICIPAL FINANCE Types of Projects Roads/Street Improvements Utility Improvements Governmental Buildings Parks and Recreation Police/Fire Stations Parking Garages Municipal Complex www.bmolaw.com WHAT IS A MUNICIPAL BOND? An evidence of indebtedness of state or local government which generates funds to support a governmental purpose An obligation of an Issuer to pay a stated amount (principal) at a given time (maturity) and with interest at a stated rate Referred to as a "bond", "note", "loan" A taxable or tax-exempt obligation www.bmolaw.com 3 TYPES OF BONDS I. General Obligation Bond Pledges the "full faith and credit" of the governmental Issuer Payable from ad valorem taxes (maturity > 1 year) Florida Constitutional requirements: Issued only to finance capital projects Can only be issued when: Voters approve a referendum authorizing issuance or The Bonds refund outstanding general obligation bonds and lowering debt service www.bmolaw.com 3 TYPES OF BONDS II. Revenue Bond May be issued without voter approval (unless required by local law) Limited Obligation —secured by a pledge of a specific revenue source Excise Taxes (sales tax, gas tax, utility services tax) Enterprise Fund Revenues (water and sewer system, solid waste, airport, parking) May be secured by a Covenant to Budget and Appropriate from Non -Ad Valorem Revenues Special Assessment —assessments levied against property benefitted by the improvements being financed Tax Increment —community redevelopment; based on additional tax revenues generated because of increase in assessed value over a base year www.bmolaw.com 3 TYPES OF BONDS III. Conduit Bond Issued by a Governmental Entity on behalf of a Company -Borrower (generally manufacturing, housing or health care) Payable from repayment by the Company - Borrower of the loan of the bond proceeds www.bmolaw.com AUTHORITY FOR ISSUANCE OF BONDS FLORIDA CONSTITUTION Article VII, Section 12 Local bonds. -Counties, school districts, municipalities, special districts and local governmental bodies with taxing powers may issue bonds, certificates of indebtedness or any form of tax anticipation certificates, payable from ad valorem taxation and maturingmore than twelve months after issuance only: Y (a) to finance or refinance capital projects authorized by law and only when approved by vote of the electors who are owners of freeholds therein not wholly exempt from taxation; or (b) To refund outstanding bonds and interest and redemption thereon at a lower net average interest cost rate. www.bmolaw.com FLORIDA STATUTES Chapter 166, F.S. Section 166.021(1), F.S.-As provided in s.2(b), Art. VIII of the State Constitution, municipalities shall have the governmental, corporate, and proprietary powers to enable them to conduct municipal government, perform municipal functions, and render municipal services, and may exercise any power for municipal purposes, except when expressly prohibited by law. Section 166.111, F.S.-Authority to borrow. The governing body of every municipality may borrow money, contract loans, and issue bonds as defined in s. 166.101 from time to time to finance the undertaking of any capital project or other project for the purposes permitted by the State Constitution and may pledge the funds, credit, property and taxing power of the municipality for the payment of such debts and bonds. www.bmolaw.com AUTHORITY FOR ISSUANCE OF BONDS Florida Constitution Article VII, Section 12 Article VII, Section 10 Article VIII, Section 1 Article VIII, Section 2 www.bmolaw.com AUTHORITY FOR ISSUANCE OF BONDS Florida Statutes Chapter 125, F.S. Section 125.01(1)(r), F.S. Chapter 166, F.S. Section 166.02(1), F.S. Chapter 166, Part II, F.S. Section 166.111, F.S. www.bmolaw.com AUTHORITY FOR ISSUANCE OF BONDS Federal Tax Law Section 103, Internal Revenue Code www.bmolaw.com DECISION TO FINANCE / BORROW Need to borrow money for "something" New capital project Refinancing of existing debt Grant Anticipation Note Strategic planning for debt issuance —When do we need the money? Considerations for access to the market What are the current interest rates and what will be my costs of issuance? Is there any controversy surrounding the project? What about the political climate -is it an election year? www.bmolaw.com WHAT IS THE PROCESS FOR ISSUING A BOND? Define the Project Assemble the Financing Team (may involve bid process) Enact Bond Ordinance or Adopt Resolution (may involve agenda deadlines) Negotiate terms, develop commitment letter or term sheet (may be part of bid process) Draft and develop documents, including bond ordinance or resolution and loan agreement Prepare closing documents and opinions Execute Loan Documents and Closing Documents Deliver Bonds against payment of proceeds (Fund Loan) www.bmolaw.com FINANCING TEAM Issuer Issuer's Attorney Company -Borrower (if conduit bond) Financial Advisor Bond Counsel Disclosure Counsel Underwriter or Bank Underwriter's Counsel or Bank's Counsel Other Appropriate Parties www.bmolaw.com FINANCING TEAM Issuer • Communicates Issuer Decisions • Oversees Project • Determines When Funds Needed • Coordinates Issuer Staff and Input www.bmolaw.com FINANCING TEAM Issuer's Attorney Initial Due Diligence Research State Law and Issuer's Organizational documents to determine authority of Issuer to issue Bonds Litigation Participates in proceedings, reviews all documents, including the Official Statement Delivers the Issuer's Counsel Opinion at closing www.bmolaw.com FINANCING TEAM Financial Advisor Recommends type of debt to Issuer (e.g., bond, bank loan, pool loan) Advises Issuer on structure of debt (maturity, amortization schedule) Advises Issuer on security for debt Negotiates terms of borrowing on behalf of Issuer Advises on fairness of pricing, terms and bond ratings www.bmolaw.com FINANCING TEAM Bond Counsel Consults with Issuer's Attorney on Issuer's authority to issue Bonds Consults with Underwriter or Bank regarding the structure of the deal Prepares authorizing resolution, financing documents and closing documents Reviews Official Statement Issues Tax Opinion www.bmolaw.com FINANCING TEAM Disclosure Counsel Drafts Official Statement Conducts Due Diligence Investigation Prepares Continuing Disclosure Certificate Renders 10b-5 Opinion www.bmolaw.com FINANCING TEAM Underwriter Participates in structuring the transaction Purchases the Bonds from Issuer for resale to investors Assists with ratings and bond insurance www.bmolaw.com FINANCING TEAM Underwriter's Counsel Prepares the Bond Purchase Contract Reviews all documents prepared by Bond Counsel Advises Underwriter www.bmolaw.com FINANCING TEAM Other Appropriate Parties Rating Agencies Rate Consultant Engineer Trustee Escrow Agent Bond Insurer www.bmolaw.com PRE -ISSUANCE CONSIDERATIONS Staff defines the Project Generally, a capital project When do you need money for the Project Reimbursement Resolution Section 1.150-2 of the Income Tax Regulations Identify the project Identify the not to exceed amount Identify the funding source 60-day look back period Not needed for engineering, soil testing and surveying Pledged Revenues www.bmolaw.com PRINCIPAL DOCUMENTS Trust Indenture Two parties -Issuer and Trustee Ordinance or Resolution Provides the terms of the bonds, including payment dates, maturities, redemption provisions, registration, transfer and exchange, pledge of revenues, default provisions, rate covenants, additional debt test, etc. Loan Agreement Tax Certificate Bonds www.bmolaw.com PRINCIPAL DOCUMENTS Paying Agent Agreement Escrow Deposit Agreement Bond Purchase Agreement Continuing Disclosure Certificate Certificates Additional Bonds Certificate No Litigation Certificate Incumbency Certificate Engineering Report Verification Re • ort www.bmolaw.com OFFICIAL STATEMENT/DISCLOSURE Preliminary Official Statement The preliminary official statement is distributed to potential investors and is used to describe the proposed new issue of municipal securities prior to the determination of the interest rate(s) and offering price(s) SEC Rule 15c2-12 generally requires an underwriter to obtain and review an official statement that an issuer of municipal securities deems final as of its date, except for certain permitted omissions, prior to being able to bid for, purchase, offer or sell such securities. (This is customarily referred to as the preliminary official statement) Official Statement SEC Rule 15c2-12 defines a 'final official statement' to mean a document or set of documents prepared by an issuer of municipal securities, or its agents, setting forth information concerning the issuer of the municipal securities and the terms of the proposed offering (including financial information and operating data) that is complete on the date of its delivery to underwriters. www.bmolaw.com www.bmolaw.com OFFICIAL STATEMENT -KEY POINTS Disclose all material facts Rule 10b-5 Anti -fraud provisions Do not make untrue statements of a material fact or omit to state a material fact necessary in order to make the statements made not misleading Federal securities laws require issuers to exercise reasonable care in the preparation of offering documents and their statements to investors What is material? Important fact to an investor in making a decision to purchase the bonds Determined on the basis of the facts and circumstances in each instance www.bmolaw.com www.bmolaw.com POST -ISSUANCE CALL BOND COUNSEL Spending the project funds Have you spent or will you spend the money in 3 years? Change in Use Private Use/Private Payments www.bmolaw.com FLORIDA STATUTORY REFERENCES Florida Statutes Section 125.01, F.S. Section 166.01, F.S. Section 218.385, F.S. Section 517.06, F.S. Chapter 75, F.S. Chapter 159, F.S. www.bmolaw.com Bond Counsel Retainer Agreement BOND COUNSEL RETAINER AGREEMENT By and Between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY and BRYANT MILLER OLIVE P.A. { 15002/007/02481108. DOCv3} Bond Counsel Retainer Agreement TABLE OF CONTENTS Page 1. RETAINER AGREEMENT. 1 2. BOND COUNSEL SERVICES 1 3. DISCLOSURE COUNSEL SERVICES. 4 4. SPECIAL COUNSEL AND CONSULTING SERVICES. 5 5. OTHER REPRESENTATIONS. 5 6. CONTRACT ADMINISTRATION 6 7. GENERAL. 6 SCHEDULE "A" {15002/007/02481108.DOCv3} Bond Counsel Retainer Agreement BOND COUNSEL RETAINER AGREEMENT THIS BOND COUNSEL RETAINER AGREEMENT (the "Retainer Agreement") is entered into by and between the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") and the law firm of Bryant Miller Olive P.A. ("Bryant Miller Olive" or the "Firm") as of the first day of August, 2023. WHEREAS, the Firm and its members have a local and statewide presence, have provided, and continue to provide bond counsel, disclosure counsel and special counsel and consulting services to local governments in throughout Florida; and WHEREAS, the CRA and the Firm desire to document and memorialize the availability of the Firm to serve on an as needed basis as bond counsel, disclosure counsel, special counsel and/or consultant to the CRA; and WHEREAS, the CRA and the Firm desire to respectively receive and provide services specifically described herein pursuant to this Retainer Agreement. NOW, THEREFORE, it is agreed as follows: 1. RETAINER AGREEMENT. This Retainer Agreement shall memorialize and supplant any prior agreements between the parties concerning the provision of bond counsel, disclosure counsel, and special counsel legal services and consulting services. With respect to services rendered pursuant to this Retainer Agreement, the CRA shall be the Firm's client and the Firm shall represent the interests of the CRA. 2. BOND COUNSEL SERVICES. (A) As bond counsel, the Firm will, when requested by the CRA, perform the following services with respect to the issuance of bonds, notes or other debt obligations of the CRA ("Bonds") and matters relating thereto: (1) review of proposed financing programs as to legal feasibility, compliance with applicable law and pending or proposed revisions to the law, including United States tax law; (2) advise as to structuring considerations, required approvals and filings, schedule of events for timely debt issuance, and other legal matters relative to such debt; (3) attend meetings with CRA staff, Staff Counsel and officials, the CRA's financial advisor, the underwriters and others as appropriate for development of the plan of finance, debt materials or dissemination of information in connection therewith; (4) prepare ordinances and/or resolutions and any supplements and amendments thereto to authorize the debt; {15002/007/02481108.DOCv3} Bond Counsel Retainer Agreement (5) prepare or review trust indentures, loan agreements, escrow agreements, and any other agreements or similar documents necessary, related or incidental to a financing; (6) assist the CRA Attorney in the preparation of all validation pleadings, including complaint, notice of service, proposed answer, memorandum of law, and proposed order and attend to assist with any validation proceeding; (7) if sale is by competitive bid, assist in preparation of the bid documents, notice of sale, evaluation of bids and any other documentation or action necessary to conduct a sale of the Bonds in that manner; (8) review preliminary and final Official Statements and other disclosure documents prepared and authorized by the CRA, but only insofar as such documents describe the Bonds and summarize the underlying documents or describe the federal income tax treatment of interest on the related Bonds; (9) prepare, obtain, deliver and file all closing documents necessary in connection with any debt, including, but not limited to, certified copies of all minutes, ordinances, resolutions, and orders; certificates such as officers, seal, incumbency, signature, no prior pledge; and verifications, consents and opinions from accountants, engineers, special consultants and attorneys; (10) review the transcripts of all proceedings in connection with the foregoing and indicate any necessary corrective action; and (11) subject to the completion of proceedings to the Firm's satisfaction, render its standard legal opinion regarding the validity and binding effect of the Bonds, the source of payment and security for the Bonds, as applicable, the excludability of interest on the Bonds from gross income for federal income tax purposes and, as applicable, the defeasance of refunded debt. (B) The Firm's duties as bond counsel in this engagement are limited to those expressly set forth herein, and unless otherwise specifically engaged, do not include: (1) assisting in the preparation or review of an official statement, if any, or any other disclosure document with respect to the Bonds, or performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document or rendering advice that the official statement or other disclosure document does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (2) preparing requests for tax rulings from the Internal Revenue Service; (3) preparing blue sky or investment surveys with respect to the Bonds; { 15002/007/02481108. DO Cv3 } 2 Bond Counsel Retainer Agreement (4) drafting state constitutional or legislative amendments; (5) pursuing test cases or other litigation, such as contested validation proceedings, except as set forth above; (6) making an investigation or expressing any view as to the creditworthiness of the CRA or source of security for the payment of the Bonds, any credit enhancement provider, or, providing services related to derivative financial products (e.g. interest rate swaps and related documents or opinions); (7) assisting in the preparation of, or opining on, a continuing disclosure undertaking pertaining to the Bonds or, after closing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking; (8) representing the CRA in Internal Revenue Service examinations or inquiries, or Securities and Exchange Commission investigations; (9) after closing, providing continuing advice to the CRA or any other party concerning any changes in law or interpretations thereof or other legal developments, actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes (e.g., the Firm's engagement as bond counsel does not include post -closing arbitrage rebate calculations or analysis); (10) provision of bankruptcy legal services, review of post -closing investment contracts, or provision of legal services in connection with interest rate swap or other financial product agreements; or (11) providing business, financial or accounting advice; (12) services relating to the acquisition, construction or permitting of the Project. (C) The CRA shall compensate the Firm for services described above rendered as bond counsel in accordance with Schedule "A" attached hereto. (D) While this Retainer Agreement provides for the continuing availability of the Firm to provide services hereunder, the engagement and responsibility of the Firm as bond counsel with respect to a particular debt issuance shall terminate upon the closing of such debt transaction and the rendering by the Firm of its bond counsel opinion as described in paragraph 2(A)(11) above, subject to the provision of closing document transcripts as requested by the CRA, unless subsequently engaged to provide additional services. { 15002/007/02481108. DO Cv3 } 3 Bond Counsel Retainer Agreement 3. DISCLOSURE COUNSEL SERVICES. (A) The Firm, when requested by the CRA, will, as disclosure counsel, perform the following services with respect to the issuance of Bonds and matters relating thereto: (1) Prepare, with the assistance of CRA staff and relevant consultants, all disclosure documents at the request of the CRA (however, the Firm shall assume no responsibility for accuracy or completeness of financial and operating information or any other statistics, projections or data); (2) perform due diligence with regard to CRA financings; (3) advise the CRA with respect to its responsibilities under applicable federal and state securities law and assist the CRA in the complying with applicable federal and state securities laws; (4) subject to completion of proceedings to the Firm's satisfaction, render appropriate opinions to the CRA pertaining to disclosure and provide a reliance letter to the CRA's underwriters, if requested; (5) prepare the Continuing Disclosure Certificate or Dissemination Agent Agreement providing a continuing disclosure undertaking by the CRA in order to assist the underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 or its successor in function; (6) prepare the competitive sale documents and/or bond purchase agreement on behalf of the CRA, if required; and (7) when requested, the Firm will also prepare or review secondary market disclosure submissions. (B) The Firm, as disclosure counsel, will not perform the following services with respect to the issuance of Bonds and matters relating thereto, unless separately engaged: (1) traditional bond counsel services; (2) preparation of blue sky or investment surveys; (3) investigation or expression of any view as to the creditworthiness of the CRA or the source of repayment of the debt instruments, any credit enhancement provider, or, providing services related to derivative financial products (e.g. interest rate swaps and related documents or opinions); (4) representation of the CRA in Securities and Exchange Commission investigations; or { 15002/007/02481108. DO Cv3 } 4 Bond Counsel Retainer Agreement (5) after closing, providing continuing advice to the CRA or any other party concerning any changes in law or interpretations thereof or other legal developments. (C) The CRA shall compensate the Firm for services described above rendered as disclosure counsel in accordance with Schedule "A" attached hereto. (D) While this Retainer Agreement provides for the continuing availability of the Firm to provide services hereunder, the engagement and responsibility of the Firm as disclosure counsel with respect to a particular debt issuance will terminate upon the closing of such debt transaction and the rendering by the Firm of its disclosure counsel opinion as described in paragraph 3(A)(4) above, unless subsequently engaged to provide additional services. 4. SPECIAL COUNSEL AND CONSULTING SERVICES. Upon the request of the CRA, the Firm shall also be available to assist the CRA with non-public finance, special legal and/or or consulting services identified and agreed to by the CRA and the Firm from time to time. Fees for such additional services may be based on hourly rates or a flat fee, to be negotiated at the time the services are needed based on the nature and scope of the services to be provided. 5. OTHER REPRESENTATIONS. The Firm has disclosed to the CRA that it currently and may in the future, serve as bond counsel, disclosure counsel, special counsel, or general counsel to other local governments and as special counsel to underwriters, banks, trustees and other parties that may from time to time transact business with the CRA in unrelated public finance matters. Such representations are standard and customary within the industry and the Firm can effectively represent the CRA and the discharge of the Firm's professional responsibilities to the CRA will not be prejudiced as a result, either because such engagements will be sufficiently different or because the potential for such prejudice is remote and minor and outweighed by consideration that it is unlikely that advice given to the other client will be relevant in any respect to the subject matter. The CRA acknowledges and agrees that the Firm's role as bond counsel, disclosure counsel, or special counsel to any local governmental entity or to any financial institution in conjunction with unrelated public finance transactions is not likely to create or cause any actual conflict, and service as disclosure, bond, or special counsel to other Firm clients will not per se be construed as a conflict or be objectionable to the CRA. Accordingly, the CRA expressly consents to such representation by the Firm consistent with the circumstances described above and waives any conflict of interest with respect thereto. The foregoing consent and waiver shall not apply and the Firm agrees not to undertake any representation in a controversy or litigation between CRA and any other client of the Firm, unless otherwise consented to in writing by the CRA. { 15002/007/02481108. DO Cv3 } 5 Bond Counsel Retainer Agreement 6. CONTRACT ADMINISTRATION. (A) For ease and convenience of administration, the CRA hereby also designates its Executive Director, Finance Officer and Staff Counsel to provide policy direction and instructions to the Firm in the administration of its duties hereunder, approving and authorizing work orders, when required, and all other matters necessary to administer this Retainer Agreement on behalf of the CRA. (B) The Firm shall be entitled to reasonably rely upon direction received from the Executive Director, Finance Officer and Staff Counsel. 7. GENERAL. (A) It is understood and agreed by the parties that, in addition to the fees provided in Schedule "A," the CRA will reimburse the Firm for reasonable out-of-pocket expenses, as permitted by law and that such reimbursement shall not be contingent under any circumstances. Those costs may include, but are not limited to, costs for computer research, court reporter charges, transcripts, copies and printing (at 25 cents per page), facsimiles, and travel (including transportation, lodging, meals, and other costs attendant upon travel) undertaken in connection with performing services hereunder. (B) The Firm's bond counsel and/or disclosure counsel opinions rendered pursuant to this Retainer Agreement will be based on facts and law existing as of their date. The Firm will not be obligated to update any such opinion after the date rendered due to subsequent changes in law of the interpretation thereof or changed circumstances that may affect the opinions rendered. In rendering an opinion, the Firm will rely on the certified proceedings and other certifications of public officials, officers of the CRA and other persons furnished to the Firm without undertaking to verify the same by independent investigation, and the Firm will assume continuing compliance by the CRA with applicable laws relating to its debt instruments. The Firm will rely on the CRA to provide complete and timely information on all developments pertaining to any aspect of its debt instruments, the use of proceeds of its debt instruments, and the security therefor. (C) Should legal or other services be required in connection with matters for which the Firm provides services hereunder that fall outside the scope of services provided herein, the CRA hereby represents, with the intention and understanding that the Firm will rely upon this representation, that it will either independently obtain such services or will conclude to forego such services and that the Firm shall in no case be responsible for either course of action. While the Firm may advise the CRA if, in its opinion, such services may be advisable or necessary, such advice is not required hereunder and neither such advice nor the omission of such advice shall render the Firm responsible for obtaining or providing such services on behalf of the CRA or for any claims or liability of any kind arising from the obtaining or failure to obtain such services. { 15002/007/02481108. DO Cv3 } 6 Bond Counsel Retainer Agreement (D) This Retainer Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of any dispute arising out of or relating to this Retainer Agreement, the parties agree to waive trial by jury and agree that venue shall lie in Miami -Dade County, Florida. In the case of litigation of such disputes, the prevailing party shall be entitled to recover attorney fees and costs from the other party. This Retainer Agreement is the entire agreement between the parties regarding its subject matter. This Retainer Agreement may be amended only by a written agreement entered into by the parties. (E) This Retainer Agreement may be terminated with or without cause by the CRA or by the Firm at any time upon ninety (90) days written notice. In the event of termination, the Firm shall assume responsibility for completion of and shall be compensated for all representation requested prior to the notice of termination. Provided however, the CRA may terminate this Retainer Agreement for breach by the Firm with such notice as may be reasonable under the circumstances. In the event of termination, with or without cause, the Firm shall be compensated in accordance herewith for approved time and expenses expended prior to the date of termination. (F) This Agreement will be effective for a term of five years from its date of execution and will be automatically extended without any action required for successive one year renewals following the initial term unless terminated by either the CRA or the Firm pursuant to subsection (E) of this Section. (G) This Retainer Agreement may be executed in multiple counterparts. (H) This Retainer Agreement shall be effective on the date first written above. { 15002/007/02481108. DO Cv3 } [Remainder of page intentionally left blank] 7 Bond Counsel Retainer Agreement IN WITNESS WHEREOF, the Southeast Overtown/Park West Community Redevelopment Agency and Bryant Miller Olive P.A. have caused this Bond Counsel Retainer Agreement to be executed as of the dates below and effective as of the day first above written. {15002/007/02481108.DOCv3} SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Name: Its: BRYANT MILLER OLIVE P.A. By: Shareholder and Authorized Signatory 8 SCHEDULE "A" FEE SCHEDULE I. BOND COUNSEL SERVICES Fixed Rate Revenue Bonds Refunding Bonds/Variable Rate Revenue Bonds First $25,000,000 @$1.75 $43,750 @$1.80 $45,000 Second $25,000,000 @$1.50 $37,500 @$1.70 $42,500 Third $25,000,000 @$1.25 $31,250 @$1.50 $37,500 Fourth $25,000,000 @$1.00 $25,000 @$1.25 $31,250 Fifth $25,000,000 @$0.75 $18,750 @$1.00 $25,000 Sixth $25,000,000 and over @$0.50 $12,500+ @$0.75 $18,750+ *Fees are quoted per bond (per 1,000) and cumulative II. DISCLOSURE COUNSEL SERVICES Disclosure Counsel fees shall be seventy percent (70%) of the Bond Counsel fees for such transaction. There will be a minimum fee of $30,000 for any transaction which is below $25,000,000. { 15002/007/02481108. DOCv3} Schedule A - 1 Bond Counsel Retainer Agreement BOND COUNSEL RETAINER AGREEMENT By and Between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY and BRYANT MILLER OLIVE P.A. { 15002/007/02481108. DOCv3} Bond Counsel Retainer Agreement TABLE OF CONTENTS Page 1. RETAINER AGREEMENT. 1 2. BOND COUNSEL SERVICES 1 3. DISCLOSURE COUNSEL SERVICES. 4 4. SPECIAL COUNSEL AND CONSULTING SERVICES. 5 5. OTHER REPRESENTATIONS. 5 6. CONTRACT ADMINISTRATION 6 7. GENERAL. 6 SCHEDULE "A" {15002/007/02481108.DOCv3} Bond Counsel Retainer Agreement BOND COUNSEL RETAINER AGREEMENT THIS BOND COUNSEL RETAINER AGREEMENT (the "Retainer Agreement") is entered into by and between the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") and the law firm of Bryant Miller Olive P.A. ("Bryant Miller Olive" or the "Firm") as of the first day of August, 2023. WHEREAS, the Firm and its members have a local and statewide presence, have provided, and continue to provide bond counsel, disclosure counsel and special counsel and consulting services to local governments in throughout Florida; and WHEREAS, the CRA and the Firm desire to document and memorialize the availability of the Firm to serve on an as needed basis as bond counsel, disclosure counsel, special counsel and/or consultant to the CRA; and WHEREAS, the CRA and the Firm desire to respectively receive and provide services specifically described herein pursuant to this Retainer Agreement. NOW, THEREFORE, it is agreed as follows: 1. RETAINER AGREEMENT. This Retainer Agreement shall memorialize and supplant any prior agreements between the parties concerning the provision of bond counsel, disclosure counsel, and special counsel legal services and consulting services. With respect to services rendered pursuant to this Retainer Agreement, the CRA shall be the Firm's client and the Firm shall represent the interests of the CRA. 2. BOND COUNSEL SERVICES. (A) As bond counsel, the Firm will, when requested by the CRA, perform the following services with respect to the issuance of bonds, notes or other debt obligations of the CRA ("Bonds") and matters relating thereto: (1) review of proposed financing programs as to legal feasibility, compliance with applicable law and pending or proposed revisions to the law, including United States tax law; (2) advise as to structuring considerations, required approvals and filings, schedule of events for timely debt issuance, and other legal matters relative to such debt; (3) attend meetings with CRA staff, Staff Counsel and officials, the CRA's financial advisor, the underwriters and others as appropriate for development of the plan of finance, debt materials or dissemination of information in connection therewith; (4) prepare ordinances and/or resolutions and any supplements and amendments thereto to authorize the debt; {15002/007/02481108.DOCv3} Bond Counsel Retainer Agreement (5) prepare or review trust indentures, loan agreements, escrow agreements, and any other agreements or similar documents necessary, related or incidental to a financing; (6) assist the CRA Attorney in the preparation of all validation pleadings, including complaint, notice of service, proposed answer, memorandum of law, and proposed order and attend to assist with any validation proceeding; (7) if sale is by competitive bid, assist in preparation of the bid documents, notice of sale, evaluation of bids and any other documentation or action necessary to conduct a sale of the Bonds in that manner; (8) review preliminary and final Official Statements and other disclosure documents prepared and authorized by the CRA, but only insofar as such documents describe the Bonds and summarize the underlying documents or describe the federal income tax treatment of interest on the related Bonds; (9) prepare, obtain, deliver and file all closing documents necessary in connection with any debt, including, but not limited to, certified copies of all minutes, ordinances, resolutions, and orders; certificates such as officers, seal, incumbency, signature, no prior pledge; and verifications, consents and opinions from accountants, engineers, special consultants and attorneys; (10) review the transcripts of all proceedings in connection with the foregoing and indicate any necessary corrective action; and (11) subject to the completion of proceedings to the Firm's satisfaction, render its standard legal opinion regarding the validity and binding effect of the Bonds, the source of payment and security for the Bonds, as applicable, the excludability of interest on the Bonds from gross income for federal income tax purposes and, as applicable, the defeasance of refunded debt. (B) The Firm's duties as bond counsel in this engagement are limited to those expressly set forth herein, and unless otherwise specifically engaged, do not include: (1) assisting in the preparation or review of an official statement, if any, or any other disclosure document with respect to the Bonds, or performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document or rendering advice that the official statement or other disclosure document does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (2) preparing requests for tax rulings from the Internal Revenue Service; (3) preparing blue sky or investment surveys with respect to the Bonds; { 15002/007/02481108. DO Cv3 } 2 Bond Counsel Retainer Agreement (4) drafting state constitutional or legislative amendments; (5) pursuing test cases or other litigation, such as contested validation proceedings, except as set forth above; (6) making an investigation or expressing any view as to the creditworthiness of the CRA or source of security for the payment of the Bonds, any credit enhancement provider, or, providing services related to derivative financial products (e.g. interest rate swaps and related documents or opinions); (7) assisting in the preparation of, or opining on, a continuing disclosure undertaking pertaining to the Bonds or, after closing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking; (8) representing the CRA in Internal Revenue Service examinations or inquiries, or Securities and Exchange Commission investigations; (9) after closing, providing continuing advice to the CRA or any other party concerning any changes in law or interpretations thereof or other legal developments, actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes (e.g., the Firm's engagement as bond counsel does not include post -closing arbitrage rebate calculations or analysis); (10) provision of bankruptcy legal services, review of post -closing investment contracts, or provision of legal services in connection with interest rate swap or other financial product agreements; or (11) providing business, financial or accounting advice; (12) services relating to the acquisition, construction or permitting of the Project. (C) The CRA shall compensate the Firm for services described above rendered as bond counsel in accordance with Schedule "A" attached hereto. (D) While this Retainer Agreement provides for the continuing availability of the Firm to provide services hereunder, the engagement and responsibility of the Firm as bond counsel with respect to a particular debt issuance shall terminate upon the closing of such debt transaction and the rendering by the Firm of its bond counsel opinion as described in paragraph 2(A)(11) above, subject to the provision of closing document transcripts as requested by the CRA, unless subsequently engaged to provide additional services. { 15002/007/02481108. DO Cv3 } 3 Bond Counsel Retainer Agreement 3. DISCLOSURE COUNSEL SERVICES. (A) The Firm, when requested by the CRA, will, as disclosure counsel, perform the following services with respect to the issuance of Bonds and matters relating thereto: (1) Prepare, with the assistance of CRA staff and relevant consultants, all disclosure documents at the request of the CRA (however, the Firm shall assume no responsibility for accuracy or completeness of financial and operating information or any other statistics, projections or data); (2) perform due diligence with regard to CRA financings; (3) advise the CRA with respect to its responsibilities under applicable federal and state securities law and assist the CRA in the complying with applicable federal and state securities laws; (4) subject to completion of proceedings to the Firm's satisfaction, render appropriate opinions to the CRA pertaining to disclosure and provide a reliance letter to the CRA's underwriters, if requested; (5) prepare the Continuing Disclosure Certificate or Dissemination Agent Agreement providing a continuing disclosure undertaking by the CRA in order to assist the underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 or its successor in function; (6) prepare the competitive sale documents and/or bond purchase agreement on behalf of the CRA, if required; and (7) when requested, the Firm will also prepare or review secondary market disclosure submissions. (B) The Firm, as disclosure counsel, will not perform the following services with respect to the issuance of Bonds and matters relating thereto, unless separately engaged: (1) traditional bond counsel services; (2) preparation of blue sky or investment surveys; (3) investigation or expression of any view as to the creditworthiness of the CRA or the source of repayment of the debt instruments, any credit enhancement provider, or, providing services related to derivative financial products (e.g. interest rate swaps and related documents or opinions); (4) representation of the CRA in Securities and Exchange Commission investigations; or { 15002/007/02481108. DO Cv3 } 4 Bond Counsel Retainer Agreement (5) after closing, providing continuing advice to the CRA or any other party concerning any changes in law or interpretations thereof or other legal developments. (C) The CRA shall compensate the Firm for services described above rendered as disclosure counsel in accordance with Schedule "A" attached hereto. (D) While this Retainer Agreement provides for the continuing availability of the Firm to provide services hereunder, the engagement and responsibility of the Firm as disclosure counsel with respect to a particular debt issuance will terminate upon the closing of such debt transaction and the rendering by the Firm of its disclosure counsel opinion as described in paragraph 3(A)(4) above, unless subsequently engaged to provide additional services. 4. SPECIAL COUNSEL AND CONSULTING SERVICES. Upon the request of the CRA, the Firm shall also be available to assist the CRA with non-public finance, special legal and/or or consulting services identified and agreed to by the CRA and the Firm from time to time. Fees for such additional services may be based on hourly rates or a flat fee, to be negotiated at the time the services are needed based on the nature and scope of the services to be provided. 5. OTHER REPRESENTATIONS. The Firm has disclosed to the CRA that it currently and may in the future, serve as bond counsel, disclosure counsel, special counsel, or general counsel to other local governments and as special counsel to underwriters, banks, trustees and other parties that may from time to time transact business with the CRA in unrelated public finance matters. Such representations are standard and customary within the industry and the Firm can effectively represent the CRA and the discharge of the Firm's professional responsibilities to the CRA will not be prejudiced as a result, either because such engagements will be sufficiently different or because the potential for such prejudice is remote and minor and outweighed by consideration that it is unlikely that advice given to the other client will be relevant in any respect to the subject matter. The CRA acknowledges and agrees that the Firm's role as bond counsel, disclosure counsel, or special counsel to any local governmental entity or to any financial institution in conjunction with unrelated public finance transactions is not likely to create or cause any actual conflict, and service as disclosure, bond, or special counsel to other Firm clients will not per se be construed as a conflict or be objectionable to the CRA. Accordingly, the CRA expressly consents to such representation by the Firm consistent with the circumstances described above and waives any conflict of interest with respect thereto. The foregoing consent and waiver shall not apply and the Firm agrees not to undertake any representation in a controversy or litigation between CRA and any other client of the Firm, unless otherwise consented to in writing by the CRA. { 15002/007/02481108. DO Cv3 } 5 Bond Counsel Retainer Agreement 6. CONTRACT ADMINISTRATION. (A) For ease and convenience of administration, the CRA hereby also designates its Executive Director, Finance Officer and Staff Counsel to provide policy direction and instructions to the Firm in the administration of its duties hereunder, approving and authorizing work orders, when required, and all other matters necessary to administer this Retainer Agreement on behalf of the CRA. (B) The Firm shall be entitled to reasonably rely upon direction received from the Executive Director, Finance Officer and Staff Counsel. 7. GENERAL. (A) It is understood and agreed by the parties that, in addition to the fees provided in Schedule "A," the CRA will reimburse the Firm for reasonable out-of-pocket expenses, as permitted by law and that such reimbursement shall not be contingent under any circumstances. Those costs may include, but are not limited to, costs for computer research, court reporter charges, transcripts, copies and printing (at 25 cents per page), facsimiles, and travel (including transportation, lodging, meals, and other costs attendant upon travel) undertaken in connection with performing services hereunder. (B) The Firm's bond counsel and/or disclosure counsel opinions rendered pursuant to this Retainer Agreement will be based on facts and law existing as of their date. The Firm will not be obligated to update any such opinion after the date rendered due to subsequent changes in law of the interpretation thereof or changed circumstances that may affect the opinions rendered. In rendering an opinion, the Firm will rely on the certified proceedings and other certifications of public officials, officers of the CRA and other persons furnished to the Firm without undertaking to verify the same by independent investigation, and the Firm will assume continuing compliance by the CRA with applicable laws relating to its debt instruments. The Firm will rely on the CRA to provide complete and timely information on all developments pertaining to any aspect of its debt instruments, the use of proceeds of its debt instruments, and the security therefor. (C) Should legal or other services be required in connection with matters for which the Firm provides services hereunder that fall outside the scope of services provided herein, the CRA hereby represents, with the intention and understanding that the Firm will rely upon this representation, that it will either independently obtain such services or will conclude to forego such services and that the Firm shall in no case be responsible for either course of action. While the Firm may advise the CRA if, in its opinion, such services may be advisable or necessary, such advice is not required hereunder and neither such advice nor the omission of such advice shall render the Firm responsible for obtaining or providing such services on behalf of the CRA or for any claims or liability of any kind arising from the obtaining or failure to obtain such services. { 15002/007/02481108. DO Cv3 } 6 Bond Counsel Retainer Agreement (D) This Retainer Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of any dispute arising out of or relating to this Retainer Agreement, the parties agree to waive trial by jury and agree that venue shall lie in Miami -Dade County, Florida. In the case of litigation of such disputes, the prevailing party shall be entitled to recover attorney fees and costs from the other party. This Retainer Agreement is the entire agreement between the parties regarding its subject matter. This Retainer Agreement may be amended only by a written agreement entered into by the parties. (E) This Retainer Agreement may be terminated with or without cause by the CRA or by the Firm at any time upon ninety (90) days written notice. In the event of termination, the Firm shall assume responsibility for completion of and shall be compensated for all representation requested prior to the notice of termination. Provided however, the CRA may terminate this Retainer Agreement for breach by the Firm with such notice as may be reasonable under the circumstances. In the event of termination, with or without cause, the Firm shall be compensated in accordance herewith for approved time and expenses expended prior to the date of termination. (F) This Agreement will be effective for a term of five years from its date of execution and will be automatically extended without any action required for successive one year renewals following the initial term unless terminated by either the CRA or the Firm pursuant to subsection (E) of this Section. (G) This Retainer Agreement may be executed in multiple counterparts. (H) This Retainer Agreement shall be effective on the date first written above. { 15002/007/02481108. DO Cv3 } [Remainder of page intentionally left blank] 7 Bond Counsel Retainer Agreement IN WITNESS WHEREOF, the Southeast Overtown/Park West Community Redevelopment Agency and Bryant Miller Olive P.A. have caused this Bond Counsel Retainer Agreement to be executed as of the dates below and effective as of the day first above written. {15002/007/02481108.DOCv3} SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Name: Its: BRYANT MILLER OLIVE P.A. By: Shareholder and Authorized Signatory 8 SCHEDULE "A" FEE SCHEDULE I. BOND COUNSEL SERVICES Fixed Rate Revenue Bonds Refunding Bonds/Variable Rate Revenue Bonds First $25,000,000 @$1.75 $43,750 @$1.80 $45,000 Second $25,000,000 @$1.50 $37,500 @$1.70 $42,500 Third $25,000,000 @$1.25 $31,250 @$1.50 $37,500 Fourth $25,000,000 @$1.00 $25,000 @$1.25 $31,250 Fifth $25,000,000 @$0.75 $18,750 @$1.00 $25,000 Sixth $25,000,000 and over @$0.50 $12,500+ @$0.75 $18,750+ *Fees are quoted per bond (per 1,000) and cumulative II. DISCLOSURE COUNSEL SERVICES Disclosure Counsel fees shall be seventy percent (70%) of the Bond Counsel fees for such transaction. There will be a minimum fee of $30,000 for any transaction which is below $25,000,000. { 15002/007/02481108. DOCv3} Schedule A - 1