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Home My WebLink AboutCRA-R-23-0042 Exhibit AExhibit "A" >X{WEISS SEROTA HELFMAN COLE BIERMAN MARLON A. HILL MHill@wsh-law.com ,2023 Mr. James McQueen Executive Director Southeast Overtown Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida, 33136 Re: Engagement Letter to Provide Disclosure Counsel Services for Tax Increment Bonds Dear James: We very much appreciate the opportunity to act as Disclosure Counsel to the Southeast Overtown Community Redevelopment Agency (the "Agency") for the Agency's proposed tax increment bond issue (the "Bonds"), which will be issued to provide infrastructure improvements and affordable housing within the CRA (the "Projects"). We understand that the amount of Bonds issued will be approximately $140,000,000, and may be issued all at once or in more than one series. From our experience, we have found that clients appreciate a frank and open discussion and understanding of the services that we will perform and the basis upon which they will be expected to pay for those services. This letter is intended to set forth our understanding as to the nature and scope of the legal services we propose to render for you, the amount of our fees for those services, the manner in which our fees for those services shall be determined and the terms upon which you will make payment. 1. Nature of Legal Services as Disclosure Counsel. In the role of Disclosure Counsel, we will be responsible for: (i) the preparation of the Official Statement, (ii) undertaking due diligence relating thereto, including assisting the underwriter's counsel with diligence collection and review, (iii) reviewing documentation prepared by the City, bond counsel, the underwriters and the financial advisor. (iv) upon request by the Agency, attending meetings at the Agency on matters concerning financial techniques, bond issues, and various other issues which may arise,(v) reviewing the disclosure related provisions of the bond purchase agreement and similar provisions in any other documentation, (vi) 2800 Ponce de Leon Blvd. + 12th Floor + Coral Gables + FL 33134 Page 2of4 preparing the Continuing Disclosure Agreement, (vii) assisting in the preparation of the annual disclosure report and associated services for meeting annual disclosure requirements, including all material event notices, and any other disclosure requirements, and (viii) rendering a 10(b)(5) opinion to the effect that, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to our attention which would cause us to believe that the Official Statement (except for any information in the Official Statement relating to the operation of the book -entry system, and the financial statements and statistical and financial data or projections or estimates or expressions of opinion included in the Official Statement and the appendices thereto, as to which no opinion will be expressed) as of its date, or as of the date of delivery of the Bonds, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading in any material respect. 2. Fees for Services. Based on that understanding of the transaction as described above, our fees for serving as Disclosure Counsel will be a as described in Exhibit A hereto. 3. Costs. In addition to the attorneys' fees discussed in Section 3, the firm will bill for actual out-of-pocket costs such as delivery charges, photocopies, postage, faxes, and computer research expenses. 4. Payment of Fees and Costs. The fees for the Disclosure Counsel services outlined in this letter are usually payable at Closing, and we customarily do not submit any statement until the Closing or unless there is a substantial delay in completing the financing. If, after we have begun work on a financing, the financing is not consummated or is completed without the rendition of our opinion as Disclosure Counsel, we will expect to be compensated at our standard hourly rates for time actually spent (but not to exceed the fees quoted in accordance with Section 2), plus out-of-pocket expenses. 5. Withdrawal from Representation. We reserve the right to withdraw from representing you if you have misrepresented or failed to disclose material facts to us, or if we disagree about the course of action which should be pursued. 6. Representation of Other Clients/Conflict. We are bound by rules of legal ethics not to represent any client if the representation of that client will be directly adverse to the interests of another client unless each such client consents to such representation after consultation. If this letter is addressed to more than one person, your signature on this letter will constitute such consent from you with respect to the matter or matters specifically described in the Section of this letter entitled "Nature of Legal Services." MIAMI + FT. LAUDERDALE + BOCA RATON + TAMPA + GAINESVILLE WSH-LAW.COM Page 3 of 4 7. Commencement of Representation. If the foregoing is agreeable to you, please acknowledge your understanding and agreement by signing this letter and delivering it to us. We appreciate your confidence in our Firm and we assure you that we will make every effort to perform our services in a prompt and efficient manner. Very truly yours, WEISS SEROTA HELFMAN COLE & BIERMAN, P.L By: Marlon A. Hill, Partner By: Jeffrey DeCarlo, Partner AGREED and ACCEPTED on , 2023. SOUTHEAST OVERTOWN COMMUNITY REDEVELOPMENT AGENCY By: Name: Title: MIAMI + FT. LAUDERDALE + BOCA RATON + TAMPA + GAINESVILLE WSH-LAW.COM Page 4 of 4 EXHIBIT "A" SLIDING FEE SCHEDULE PER BOND ISSUE *Based upon increments of $25 million BOND SERIES ISSUE AMOUNT Fixed Rate Revenue Bonds Variable Rate Bonds First $25,000,000 @$1.050/$1K $26,250 @$1.225/$1K $30,625 Second $25,000,000 @ 0.875/$1K 21,875 @ 1.050/$1K 26,250 Third $25,000,000 @ 0.700/$1K 17,500 @ 0.875/$1K 21,875 Fourth $25,000,000 @ 0.525/$1K 13,125 @ 0.700/$1K 17,500 Fifth $25,000,000 @ 0.350/$1K 8,750 @ 0.525/$1K 13,125 Sixth $25,000,000 @ 0.175/$1K 4,375 @ 0.350/$1K 8,750 Thereafter @ 0.175/$1K @ 0.175/$1K *Minimum fee foranyissue under $25,000,000 is $26,25Ofor fixed rate revenue bonds and $30,625 for variable rate bonds. MIAMI + FT. LAUDERDALE + BOCA RATON + TAMPA + GAINESVILLE WSH-LAW.COM