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HomeMy WebLinkAboutCRA-R-25-0014 Legislation-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-25-0014 819 NW 2nd Ave 3rd Floor Miami, FL 33136 www.seopwcra.com File Number: 17453 Final Action Date:4/10/2025 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), RESCINDING AND REPLACING RESOLUTION NO. CRA-R-24-0067 ADOPTED ON OCTOBER 24, 2024, IN ITS ENTIRETY, AND ADOPTING A NEW RESOLUTION PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS, SERIES 2025 ("SERIES 2025 BONDS"), IN AN AMOUNT NOT TO EXCEED ONE HUNDRED SEVENTY- FIVE MILLION DOLLARS AND ZERO CENTS ($175,000,000.00) 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 2025 BONDS TO THE EXECUTIVE DIRECTOR; PROVIDING FOR SECURITY FOR THE HOLDERS OF SUCH SERIES 2025 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 2025 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 -n SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. fV WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the "RedevelopmeW) 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 "SEOPW CRA") within the limits of the City; and WHEREAS, the SEOPW CRA previously adopted Resolution No. CRA-R-24-0067 on October 24, 2024, authorizing the issuance of its Tax Increment Revenue Bonds, Series 2024 in the original aggregate principal amount not to exceed $150,000,000; and WHEREAS, the SEOPW CRA desires to rescind Resolution No. CRA-R-24-0067, in its entirety, and adopt this Resolution to provide for an increase in the amount of bonds and additional project; 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 City of Miami Page 1 of 17 File ID: 17453 (Revision: A) Printed On: 12/4/2025 File # 17453 - Legislation -SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. 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File ID: 17453 Enactment Number: CRA-R-25-0014 Redevelopment Act (ii) adopt the community redevelopment plan for the site of the Projects, and (iii) create the hereinafter described Redevelopment Trust Fund; and 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 SEOPW CRA (collectively, the "Interlocal Agreement"), which provided for the exercise of redevelopment powers by the City in the redevelopment area of the SEOPW CRA (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 SEOPW CRA, the OMNI CRA (as defined herein) and the City (the "Children's Trust Fund Interlocal Agreement"), the SEOPW CRA 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 SEOPW CRA only after all other available Tax Increment Revenues have been exhausted for such purpose; and WHEREAS, because the Series 2025 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 SEOPW CRA, the City, the County and the OMNI CRA, as amended (the --? "2007 Interlocal Agreement"), for fiscal year 2017 through 2030, the SEOPW CRA may -not ,- t budget in excess of 50% of the tax increment revenues collected from certain projects descried 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 SEOPW CRA for the development of affordable housing by the SEOPW CRA (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 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 City of Miami Page 2 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. 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File ID: 17453 Enactment Number: CRA-R-25-0014 Designated Area TIF Revenues") for certain obligations described therein and that do not include debt service on the Series 2025 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 SEOPW CRA and the OMNI CRA (the "2000 Interlocal Agreement"), it was agreed that the City, at the request of the SEOPW CRA, shall be the fiduciary for the SEOPW CRA and the SEOPW CRA 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 SEOPW CRA; and WHEREAS, the SEOPW CRA has requested in accordance with the 2000 Interlocal Agreement that the City serve as the fiduciary to the SEOPW CRA; and WHEREAS, pursuant to the Interlocal Agreement between the SEOPW CRA, 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 SEOPW CRA), upon the occurrence of certain conditions; and WHEREAS, the City Debt may be paid from the proceeds of the Series 2025 Bonds; and WHEREAS, the SEOPW CRA 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 2025 Bonds; and WHEREAS, the SEOPW CRA desires to issue its Tax Increment Revenue Bonds, Series 2025 (the "Series 2025 Bonds") to finance the construction of the 2025 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 2025 Bonds, to pay the City Obligation, if required, and to pay costs of issuance of the Series 2025 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCINti 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 2025 Bonds and the Series 2014 Bonds, to the extent provided herein. City of Miami Page 3 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 "SEOPW CRA" means the Southeast Overtown/Park West Community Redevelopment Agency and any governmental entity as successor thereto that assumed the duties of the SEOPW CRA hereunder. "Bond Counsel" means Bryant Miller Olive P.A., Bond Counsel, or any other counsel designated by the SEOPW CRA 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 SEOPW CRA and the Underwriter in connection with the sale of the Series 2025 Bonds and dated the date of sale of the Series 2025 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 2025 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 SEOPW CRA, 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 SEOPW CRA, or in her absence or unavailability or inability to perform, the Vice Chairman of the SEOPW CRA. "Children's Trust Fund Interlocal Agreement" means the Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the SEOPW CRA, the OMNI CRA and the City. "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 1254a01, 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 SEOPW CRA 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 SEOPW CRA) for the payment of the City Debt. City of Miami Page 4 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 "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 SEOPW CRA pursuant to the Block 55 Development Agreement dated as of October 1, 2018, as amended, by and between the SEOPW CRA 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 SEOPW CRA with respect to the improvements on the property minus certain deductions. "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 SEOPW CRA and the Escrow Agent. ."9 "Executive Director" means the officer of the SEOPW CRA who is performing the duties .2 of the Executive Director of the SEOPW CRA. -- --s li` `1 "Finance Officer" means the Finance Officer of the SEOPW CRA who is performing the duties and functions of a finance officer for the SEOPW CRA. "Financial Advisor" means PFM Financial Advisors, LLC, or any other financial advisor designated by the SEOPW CRA and qualified to provide financial advisory services to governmental entities. "Gibson Park Obligation" means the obligation of the SEOPW CRA 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 City of Miami Page 5 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA=N=25-0014 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 SEOPW CRA pursuant to the First Amended and Restated Covenant dated as of February 1, 2021 by and between the SEOPW CRA 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 SEOPW CRA 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. 7 "Miami World Center TIF Obligation" means the obligation of the SEOPW CRA pursuant to the Amended and Restated Miami WorldCenter Economic Incentive Agreement dated as of February 21, 2017 among the SEOPW CRA, 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 SEOPW CRA with respect to the improvements on the property minus certain deductions. "Modified Pledged Tax Increment Revenues" means the Pledged Tax Increment Revenues received by the SEOPW CRA in the immediately preceding Fiscal Year, modified to reflect the Pledged Tax Increment Revenues which the SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA for the development of affordable housing by the SEOPW CRA (the "2007 Interlocal Agreement TIF Revenues")), City of Miami Page 6 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 thereby resulting in a reduction in the amount of the Pledged Tax Increment Revenues received by the SEOPW CRA 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 SEOPW CRA, 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. "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 SEOPW CRA 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. —7"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, -.3 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 SEOPW CRA's outstanding Tax Increment Revenue Bonds, Series 2014A. City of Miami Page 7 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 "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 SEOPW CRA 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. "Series 2014 Bonds" means any unrefunded portion of the SEOPW CRA's Tax Increment Revenue Bonds, Series 2014A. "Series 2025 Bonds" means the SEOPW CRA's Tax Increment Revenue Bonds, Series 2025 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 2025 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 SEOPW CRA 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. "2025 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 2025 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 SEOPW CRA and are incorporated herein by reference. (a) 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. City of Miami Page 8 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 (b) 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. (c) 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 SEOPW CRA to provide economic incentives to encourage redevelopment. (d) 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 SEOPW CRA or its agent, may or may not be forgiven, to be applied to the 2025 Redevelopment Projects, in order to encourage the development of affordable housing and economic development in the Redevelopment Area through the construction of the 2025 Redevelopment Projects. (e) The 2025 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 2025 Redevelopment Projects and to the affordable housing project to be included as part of the 2025 Redevelopment Projects. (f) 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 SEOPW CRA to finance the 2025 Redevelopment Projects. (g) It is necessary and in the best interests of the SEOPW CRA to undertake or cause to be undertaken, the 2025 Redevelopment Projects and to issue the Series 2025 Bonds to finance the 2025 Redevelopment Projects, directly or through the issuance of grants to forprofit or not -for- profit businesses, to fund reserves for the Series 2025 Bonds, to refund the Refunded Bonds, to pay the City Obligation, if required, and to pay or reimburse the SEOPW CRA for Costs of the 2025 Redevelopment Projects. (h) The SEOPW CRA is authorized under the Redevelopment Act to issue the Series 2025 Bonds to finance the undertaking of the 2025 Redevelopment Projects, to fund reserves: for the Series 2025 Bonds, refund the Refunded Bonds, to pay the City Obligation, if regpired and to pay or reimburse the SEOPW CRA for Costs of the 2025 Redevelopment Projes. (i) The 2025 Redevelopment Projects are undertakings of community redeveloprherti-as described in the Redevelopment Act. (j) The Series 2025 Bonds authorized and issued hereunder and under the Master Resolution shall be issued consistent with "community redevelopment" projects as defined in the Redevelopment Act. (k) The estimated Pledged Revenues will be sufficient to pay the principal of and interest on the Series 2025 Bonds, as the same become due, and all other payments provided for in this Resolution. (I) 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 SEOPW CRA has full power and City of Miami Page 9 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 1 1 1 i File ID: 17453 Enactment Number: CRA-R-25-0014 authority to pledge in the manner provided herein; and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the SEOPW CRA, 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 SEOPW CRA has no taxing power. (m) The SEOPW CRA has provided notice of its intent to authorize the issuance of the Series 2025 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 2025 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 SEOPW CRA and such Holders. The covenants and agreements herein set forth and in the Master Resolution to be performed by the SEOPW CRA shall be for the equal benefit, protection and security of the legal Holders of any and all of the Series 2025 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Series 2025 Bonds over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF 2025 REDEVELOPMENT PROJECTS; AND ISSUANCE OF SERIES 2025 BONDS. The 2025 Redevelopment Projects and the payment of the Costs thereof from proceeds of the Series 2025 Bonds is hereby authorized. The 2025 Redevelopment Projects are "community redevelopment" projects and "undertakings" as defined in the Redevelopment Act. Subject and pursuant to the provisions hereof, the Series 2025 Bonds to be known as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2025" (or if such Series 2025 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 original aggregate principal amount of not to exceed $175,000,000 orsuch, lesser amount as may be approved by the Chairwoman for the purpose of financing all or a portion of the Costs of the 2025 Redevelopment Projects, funding any reserves, refunding the Refunded Bonds, paying the City Obligation, if required, and paying the costs of issuance ark expenses associated therewith. Notwithstanding anything herein to the contrary, based upon advice of the Financial °rye Advisor to the SEOPW CRA that it is in the best financial interest of the SEOPW CRA, and the r-=� advice of Bond Counsel, the SEOPW CRA may elect to issue any of the Series 2025 Sends and/ or may combine such Bonds into one or more Series and may modify the name or N designation of each series of such Bonds accordingly. The Series 2025 Bonds shall be dated as of the date of delivery of such Series 2025 Bonds to the Underwriter; shall be issued as fully registered Series 2025 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 2025 Bonds shall be numbered consecutively from one upward preceded by the letter "R" prefixed to the number. The Series 2025 Bonds shall not be issued as Variable Rate Bonds. City of Miami Page 10 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 The 2025 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 2025 Bonds shall be subject to redemption prior to their maturity, at the option of the SEOPW CRA, at such times and in such manner 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 2025 Bonds. So long as the SEOPW CRA shall maintain a book -entry only system with respect to the Series 2025 Bonds, the following provisions shall apply: Upon initial issuance, the ownership of each such Series 2025 Bond shall be registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC. A 13 blanket issuer letter of representations (the "BLoR") was entered into by the SEOPW CRA with The Depository Trust Company ("DTC"). It is intended that the Series 2025 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 2025 Bonds. The Series 2025 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 2025 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 2025 Bond is registered in the name of DTC (or its nominee), the SEOPW CRA, the Registrar and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of such Series 2025 Bonds registered in its name, and all payments with respect to the principal or redemption price of, if any, and interest on such Series 2025 Bond ("Payments") and all notices with respect to such Series 2025 Bond ("Notices") shall be made or given, as the case may be, to DTC. Transfers of Payments and delivery of Notices to DTC Participants shall be the responsibility of DTC and not of the SEOPW CRA, 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 2025 Bonds by DTC Participants shall be the responsibility of such participants, indirect participants and other nominees of such beneficial owners and not of the SEOPW CRA, subiact to any statutory and regulatory requirements as may be in effect from time to time. Upon (a) receipt by the SEOPW CRA of written notice from DTC (i) to the effect that a continuation of the requirement that all of the Outstanding Series 2025 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 2025 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 SEOPW CRA, the Registrar and Paying Agent and DTC evidenced by the BLoR, or (c) determination by the SEOPW CRA that such book -entry only system should be discontinued by the SEOPW CRA, and compliance with the requirements of any agreement between the SEOPW CRA and DTC with respect thereto, the Series 2025 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 SEOPW CRA shall issue and the Registrar shall authenticate, transfer and exchange Series 2025 Bonds consistent with the terms hereof, in denominations of $5,000 or any integral multiple thereof to City of Miami Page 11 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 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 2025 Bonds and to Payments and Notices with respect thereto. SECTION 9. APPLICATION OF PROVISIONS OF THE MASTER RESOLUTION. The Series 2025 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 2025 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 SEOPW CRA in amounts fully sufficient to pay the principal of and interest on the Series 2025 Bonds herein authorized as such principal and interest become due. SECTION 10. APPLICATION OF SERIES 2025 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2025 Bonds shall be applied by the SEOPW CRA simultaneously with the delivery of such Series 2025 Bonds to the purchaser thereof, as follows: 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 2025 Bonds. B. The initial Reserve Requirement for such Series 2025 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 2025 Bonds, and shall be used oiily fp 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. l 0 - i D. A sum specified in a certificate of the Executive Director of the SEOPW CRA shall) be < paid to the City for satisfaction of the City Obligation, if the City Obligation has been issuedind is outstanding prior to the delivery of the Series 2025 Bonds. .. N E. Pursuant to Section 7.03 of the Master Resolution, there is hereby establishjd a separate account in the Construction Fund (the "Series 2025 Bonds Account") for the 2025 Redevelopment Projects to be financed by the Series 2025 Bonds. A sum specified in a certificate of the Executive Director of the SEOPW CRA shall be deposited into the Series 2025 Bonds Account of the Construction Fund. F. To the extent not paid by the original purchasers of the Series 2025 Bonds, the SEOPW CRA shall pay all costs and expenses in connection with the issuance, sale and delivery of the Series 2025 Bonds. rr1 .•-1 c-� SECTION 11. BONDS NOT TO BE INDEBTEDNESS OF THE SEOPW CRA. The Series 2025 Bonds shall not be or constitute general or moral obligations or indebtedness or a 15 pledge of the faith and credit of the SEOPW CRA, 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 SEOPW CRA, payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, in the manner and to the City of Miami Page 12 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 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 2025 Bonds or the interest or premium, if any, thereon or for the payment of any other amounts provided herein. The SEOPW CRA has no taxing power. The Series 2025 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any other funds or property of the SEOPW CRA, and no Bondholder shall be entitled to payment of such principal, interest and premium, if any, from any other funds of the SEOPW CRA 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 2025 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 SEOPW CRA does hereby irrevocably pledge such Pledged Revenues, all to the payment of the principal of, premium, if any, and interest on the Series 2025 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 2025 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 SEOPW CRA is authorized to establish a separate account within the Reserve Account for the benefit of the Series 2025 Bonds. The SEOPW CRA hereby elects to estabitsh such account and on the date of issuance of the Series 2025 Bonds there shall be on deposit -t therein the Reserve Requirement for the Series 2025 Bonds. B. Delegation of Reserve Requirement. Subject to parameters set forth in this Section, the SEOPW CRA hereby authorizes the Executive Director to determine the Reserve Requirement for the Series 2025 rn Bonds, in consultation with the Financial Advisor. The Reserve Requirement for the Series 2025 Bonds shall not exceed an amount which equals the lesser of (i) the Maximum Annual Debts Service on the Series 2025 Bonds occurring in any year, (ii) 125% of the average Debt Service Requirement on the Series 2025 Bonds, and (iii) 10% of the aggregate stated original princjl amount of the Series 2025 Bonds; provided however, that the Reserve Requirement fof the — Series 2025 Bond could be zero. 16 The Executive Director shall execute a certificatexdeted the date of delivery of the Series 2025 Bonds certifying the Reserve Requirement for the Series 2025 Bonds. SECTION 14. DELEGATION OF AWARD OF SERIES 2025 BONDS. Subject to full satisfaction of the conditions set forth in this Section, the Board of the SEOPW CRA hereby authorizes a delegated negotiated sale of the Series 2025 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 2025 Bonds to obtain the most favorable rating and interest rate on the Series 2025 Bonds), including the determination of issuing the Series 2025 Bonds in one or more series and designating the Series 2025 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. City of Miami Page 13 of 17 File ID: 17453 (Revision: A) Printed on: 1214/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 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: 1. Receipt by the Executive Director of a written offer to purchase the Series 2025 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 $175,000,000 aggregate principal amount of Series 2025 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 2025 Bonds, (iv) the maturities of the Series 2025 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 2025 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 2025 Bonds and any other documents, agreements or certificates relating to the Series 2025 Bonds, and are further authorized and directed to prepare and furnish to the purchasers of the Series 2025 Bonds, when the Series 2025 Bonds are issued, certified copies of all the proceedings and records of the SEOPW CRA relating to the Series 2025 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Series 2025 Bonds as.such. , facts appear from the books and records in the officers' custody and control or 17 as otherwite known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the SEOPW CRA 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 SEOPW CRA'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 attachee ' hereto as Exhibit "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 SEOPW CRA 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 SEOPW CRA hereby authorizes the preparation of a final Official Statement relating to the Series 2025 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 SEOPW CRA executing the same, such approval to be conclusively established by such execution, and the Executive Director and the Finance Director are hereby authorized and directed for and in the name of the SEOPW CRA to execute and deliver the final Official Statement, as hereby approved. City of Miami Page 14 of 17 File ID: 17453 (Revision: A) Printed on: / 2/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 SECTION 16. CONTINUING DISCLOSURE. The SEOPW CRA hereby covenants and agrees that in order to provide for compliance by the SEOPW CRA 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 SEOPW CRA and dated the date of the issuance and delivery of the Series 2025 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 SEOPW CRA 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 SEOPW CRA 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 2025 Bonds. The Executive Director and the Clerk of the Board of the SEOPW CRA 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 2025 Bonds to the initial purchasers, if it is determined to refinance the Refunded Bonds, the SEOPW CRA 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 SEOPW CRA 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 2025 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 City of Miami Page 15 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 17453 Enactment Number: CRA-R-25-0014 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 SEOPW CRA's Financial Advisor, is in the best interest of the SEOPW CRA. The Executive Director can designate all, some or none of the Series 2025 Bonds to be insured. The Executive Director is hereby authorized to execute such agreements containing the provisions of the Bond Insurance Policy. The SEOPW CRA further authorizes application of Series 2025 Bond proceeds to payment of the premium for the Bond Insurance Policy. A statement of insurance is authorized to be printed on the Series 2025 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 SEOPW CRA's Financial Advisor, is in the best interest of the SEOPW CRA. A Reserve Account Insurance Policy for the Series 2025 Bonds, together with other amounts or other credit instruments on deposit therein, equal to the Reserve Requirement for the Series 2025 Bonds is hereby authorized to be purchased from the selected provider of the Reserve Account Insurance Policy and payment for such Reserve Account Insurance Policy is hereby authorized from Series 2025 Bond proceeds. In furtherance thereof, the SEOPW CRA is hereby authorized to enter into a Financial Guaranty Agreement for the' Series 2025 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 SEOPW CRA, the Attorney of the SEOPW CRA or any other appropriate officers of the SEOPW CRA are hereby authorized and directed to execuWW 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 2025 Bonds and any such representation made therein by officers or representatives of the SEOPW CRA shall be deemed to be made on behalf of the SEOPW CRA. All action taken to date by the officers of the SEOPW CRA in furtherance of the issuance of the Series 2025 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. City of Miami Page 16 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: CRA-R-25-0014 File ID: 17453 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: r e B iaif"Counsel 12/4/2025 e B tf ounsel 4/3/2025 City of Miami Page 17 of 17 File ID: 17453 (Revision: A) Printed on: 12/4/2025 I 1 1 4 SUBSTITUTED Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 17453 CJI Final , ction Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SO OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGEN CRA"), WITH ATTACHMENT(S), RESCINDING AND REPLACING CRA-R-24- 0067 ADOPTED ON OCTOBER 24, 2024, IN ITS ENT ADOPTING A NEW RESOLUTION PROVIDING FOR THE ISS INCREMENT REVENUE BONDS, SERIES 2025 ("SERIES 2 AMOUNT NOT TO EXCEED ONE HUNDRED SEVENTY-F AND ZERO CENTS ($175,000,000.00) TO BE ISSUED I FOR THE PURPOSE OF FINANCING CERTAIN GRA CONSTRUCTION OR REHABILITATION OF AFFOR THE CONSTRUCTION OF OTHER CAPITAL IMP REDEVELOPMENT AREA, AND REFINANCING OBLIGATIONS; DELEGATING THE AWARD BONDS TO THE EXECUTIVE DIRECTOR; P HOLDERS OF SUCH SERIES 2025 BOND PRELIMINARY OFFICIAL STATEMENT DIRECTOR THE AUTHORITY TO DEE APPROVE THE USE OF AND DIST STATEMENT AND FINAL OFFICIA 2025 BONDS; APPOINTING A R APPOINTING AN ESCROW A PROVIDING CERTAIN OTH WITH THE ISSUANCE TH RESPECT THERETO; P EFFECTIVE DATE. HEAST ("SEOPW SOLUTION NO. ETY, AND ANCE OF TAX 5 BONDS"), IN AN E MILLION DOLLARS ONE OR MORE SERIES, TO BE USED FOR THE BLE HOUSING, FINANCING EMENTS IN THE RTAIN OUTSTANDING THE SALE OF THE SERIES 2025 OVIDING FOR SECURITY FOR THE , APPROVING THE FORM OF A D DELEGATING TO THE EXECUTIVE FINAL FOR CERTAIN PURPOSES AND UTION OF THE PRELIMINARY OFFICIAL STATEMENT WITH RESPECT TO THE SERIES ISTRAR, PAYING AGENT AND FISCAL AGENT; NT; APPOINTING A VERIFICATION AGENT; COVENANTS AND AGREEMENTS IN CONNECTION EOF; PROVIDING CERTAIN OTHER DETAILS WITH VIDING FOR SEVERABILITY; AND PROVIDING AN WHEREAS, pursua - to Part III, Chapter 163, Florida Statutes (the "Redevelopment Act"), there was c' -ated by actions of Miami -Dade County, Florida (the "County") and the City of Mia r , Florida (the "City") the Southeast Overtown/Park West Community Redevelopm Agency (the "SEOPW CRA") within the limits of the City; and WHEREAS e SEOPW CRA previously adopted Resolution No. CRA-R-24-0067 on October , 2024, authorizing the issuance of its Tax Increment Revenue Bonds, Series 2024 in e original aggregate principal amount not to exceed $150,000,000; and WHE AS, the SEOPW CRA desires to rescind Resolution No. CRA-R-24-0067, in its enti--ty, and adopt this Resolution to provide for an increase in the amount of bonds a►. additional project; and WHEREAS, the Board of County Commissioners of the ounty (the "County Commission") and the City Commission of the City (the "City Commission") have held all public hearings and have accomplished all actions required Page 1 of 15 SUBSTITUTED 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 2 WHEREAS, the City and the County entered into an Interlocal Cooperation Agreement dated March 31, 1983, as amended, including, without limitation, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Amendment to 19 Interlocal Cooperation Agreement dated January 22, 2010 between the City, t and the SEOPW CRA (collectively, the "Interlocal Agreement"), which provi exercise of redevelopment powers by the City in the redevelopment area CRA (the "Redevelopment Area"), the implementation of the community plan for the Redevelopment Area (as modified from time to time, the " Plan"), the delegation by the County to the City of certain powers, a increment financing to pay the costs of the implementation of the and WHEREAS, pursuant to the Interlocal Agreement there was accordance with Ordinance No. 82-115 enacted by the Coun December 21, 1982 ("Ordinance No. 82-115"), Ordinance N Commission on April 6, 1983 and Ordinance No. 10018 e Commission on July 18, 1985, the Southeast Overtown/ Redevelopment Trust Fund (the "Redevelopment Tru pursuant to Section 4 of Ordinance No. 82-115, be the date of sale of the initial bonding or indebtedn County's annual appropriation of tax increment r Fund shall not exceed the amount which is de WHEREAS, pursuant to an Interlocal Agree Children's Trust District, the SEOPW CR City (the "Children's Trust Fund Interloc the Children's Tax Increment Revenu service on, and other obligations rel after all other available Tax Incre purpose; and WHEREAS, beca issued after the date of the C Tax Increment Revenues s described herein; and W dated December 31, 20 CRA, as amended (t the SEOPW CRA collected from ce return 45% of t authorities w City has ag affordabl Reven exclu pur County for the the SEOPW development development the use of tax development Plan; stablished in ommission on 9590 enacted by the City cted by the City ark West Community and"); and WHEREAS, ping with the twentieth year after s and in every year thereafter, the enues to the Redevelopment Trust sited in the nineteenth year; and ent dated August 6, 2007 among the he OMNI CRA (as defined herein) and the Agreement"), the SEOPW CRA agreed that (as defined herein) would be used for debt ng to, existing debts of the SEOPW CRA only nt Revenues have been exhausted for such e the Series 2025 Bonds issued hereunder will be dren's Trust Fund Interlocal Agreement, the Ch dren's II be excluded from the Pledged Tax Increment Revenues REAS, pursuant to Section 5.e of the Interlocal Agreement among the SEOPW CRA, the City, the County and the OMNI "2007 Interlocal Agreement"), for fiscal year 2017 through 2030, y not budget in excess of 50% of the tax increment revenues in projects described in the 2007 Interlocal Agreement and must increment revenues collected from such projects to the taxing h paid such revenues into the Redevelopment Trust Fund, however the ed to return its portion back to the SEOPW CRA for the development of ousing by the SEOPW CRA (the "2007 Interlocal Agreement TIF s"); and 3 WHEREAS, the 2007 Interlocal Agreement TIF Revenues shall be d from the Pledged Tax Increment Revenues described herein; and WHEREAS, ant to the Gran Central Loan Agreement dated January 20, 1998 between the City a ► • Gran Central Corporation (the "Gran Central Loan Agreement"), the City has greed to utilize Tax Increment Revenues generated from the Designated Area (as herein defined) (the "Gran Central Designated Area TIF Revenues") for certain Page 2 of 15 SUBSTITUTED 1 obligations described therein and that do not include debt service on the Series 2025 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 Marc 1, 2000 among the City, the SEOPW CRA and the OMNI CRA (the "2000 Interlocal Agreement"), it was agreed that the City, at the request of the SEOPW CRA, shall ,e the fiduciary for the SEOPW CRA and the SEOPW CRA was designated as the exclusive party responsible for the planning, development, program managem technical assistance, coordination, project administration, monitoring and of required for the completion of the projects within the Redevelopment Area SEOPW CRA; and WHEREAS, the SEOPW CRA has requested in acc 2000 Interlocal Agreement that the City serve as the fiduciary to the S WHEREAS, pursuant to the Interlocal Agreement between the SEO and the South Florida Regional Transportation Agency dated Nov "SFRTA Interlocal Agreement"), the City is expected to issue Ci Increment Revenues generated in the Redevelopment Area ( agreed to by the City and the SEOPW CRA), upon the occu and WHEREAS, the City Debt may be paid from the proc Bonds; and WHEREAS, the SEOPW CRA has agreed t Revenues generated from certain designated areas f herein and such Tax Increment Revenues will not b Series 2025 Bonds; and WHEREAS, the SEOPW Increment Revenue Bonds, Series 2025 (the "S construction of the 2025 Redevelopment Proj accomplished through grants to for -profit a or a portion of the outstanding Series 201 Bonds, to pay the City Obligation, if req 2025 Bonds. 4 NOW, THEREFORE, OVERTOWN/PARK WEST COMM SECTION 1. AUTHORITY FOR T pursuant to the Constitution of Interlocal Agreement, the Ma SECTION 2. DEFINITIONS meaning as set forth in th clauses shall have the requires, terms used Bonds" means add' and limitations c with the Series "SEOPW CR Agency an the SEO Couns maft on t, r services f the ance with the PW CRA; and CRA, the City ber 8, 2016 (the Debt secured by Tax such other security ence of certain conditions; ds of the Series 2025 utilize Tax Increment certain obligations described available for debt service on the RA desires to issue its Tax es 2025 Bonds") to finance the s which undertaking may be or not -for -profit businesses, to refund all onds, to fund reserves for the Series 2025 ed, and to pay costs of issuance of the Series IT RESOLVED BY THE SOUTHEAST -) ITY REDEVELOPMENT AGENCY, that: `, S RESOLUTION. This Resolution is adopted State of Florida, the Redevelopment Act, the r Resolution and other applicable provisions of law. I capitalized undefined terms shall have the same Master Resolution. Capitalized terms in the WHEREAS .N, eanings used therein, and unless the context otherwise -- rein shall have the meanings specified below: "Additional nal obligations issued in compliance with the terms, conditions ained herein which will have an equal lien on the Pledged Revenues 25 Bonds and the Series 2014 Bonds, to the extent provided herein. means the Southeast Overtown/Park West Community Redevelopment ny governmental entity as successor thereto that assumed the duties of CRA hereunder. "Bond Counsel" means Bryant Miller Olive P.A., Bond , or any other counsel designated by the SEOPW CRA and experienced in relating to the validity of and exclusion from federal income taxation of interest ligations of states and their political subdivisions. "Bond Purchase Agreement" ans the Bond Purchase Agreement between the SEOPW CRA and the Underwriter connection with the sale of the Series 2025 Bonds and dated the date of sale of the Series 2025 Bonds. "Bond Year" means the annual period beginning on the second day Page 3 of 15 SUBSTITUTED 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 2025 Bonds, and (iii) any Additional Bonds issued pursuant to Article X of Master Resolution. "Bondholder," "Registered Owner," "Holder" and "Owner" mean the registered owner ( its authorized representative) of a Bond. "Business Day" means any day other than Saturday or Sunday, (ii) any day on which the offices of the SEOPW CRA, 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 governmenta be closed in the City of New York or the State. 5 "Chairwoman" means the of the SEOPW CRA, or in her absence or unavailability or inability to perf Chairman of the SEOPW CRA. "Children's Trust Fund Interlocal Agree Interlocal Agreement dated August 6, 2007 among the Children's Trus SEOPW CRA, the OMNI CRA and the City. "Children's Tax Increme means the portion of the Tax Increment Revenues derived from t mil tax levied by the Children's Trust District against real prope Redevelopment Area. "Children's Trust District" means The C Dade County, an independent special taxing district created pursuant to Section 125.901, Florida Statutes. "City" mea "City Debt" means the (i) City of Miami, Florida Special Revenue Bonds to be issued by the City pursuant to t or (ii) a loan from the City to the SEOPW CRA for p SFRTA Interlocal Agreement. "City Obligation" m City secured by Tax Increment Revenues (or s and the SEOPW CRA) for the payment of the City Commission of the City of Miami. "Cod 1986, as amended, and applicable corres United States of America relating to fed provided herein or required by the co contained or set forth in the applica (including applicable final regulati the applicable rulings of the Int Rulings and private lefter ruli Dade County, Florida. "Cou Commissioners of the Co the area generally bou south, Miami Avenue added to the Rede on January 21, 1 SEOPW CRA 2018, as am LLC (the " to 70% o to the i Depo "Es ecree to airwoman , the Vice nt" means the strict, the Revenues" imposition of a half- ocated within the dren's Trust, Miami- y Miami -Dade County the City of Miami, Florida. ligation Non -Ad Valorem SFRTA Interlocal Agreement, ment of the obligations under the ns the debt service payable to the other security agreed to by the City ity Debt. "City Commission" means the means the Internal Revenue Code of nding provisions of any future laws of the al income taxation, and except as otherwise xt thereof, includes interpretations thereof e regulations of the Department of Treasury s, temporary regulations and proposed regulations), al Revenue Service (including published Revenue s), and applicable court rulings. "County" means Miami - Commission" means the Board of County ty. "Designated Portion of the Redevelopment Area" means ed by the Metrorail on the west, Northwest First Street on the n the east, and Northwest Fifth Street on the north, which was opment Area by Resolution No. R-63-86 adopted by the County 6.6 "Downtown Retail TIF Obligation" means the obligation of the rsuant to the Block 55 Development Agreement dated as of October 1, ded, by and between the SEOPW CRA and Downtown Retail Associates ntown Developer"), to make payments to the Downtown Developer equal e tax incremental tax revenues received by the SEOPW CRA with respect rovements on the property minus certain deductions. "DTC" means The ory Trust Company, New York, New York, and its successors and ass►gns. ow Agent" means Regions Bank, Jacksonville, Florida and its successors or a - igns. "Escrow Deposit Agreement" means the escrow deposit agreement between e SEOPW CRA and the Escrow Agent. "Executive Director" means the officer of the SEOPW CRA who is performing the duties of the Executive Director of the SEOPW Page 4 of 15 SUBSTITUTED CRA. "Finance Officer" means the Finance Officer of the SEOPW CRA who is performing the duties and functions of a finance officer for the SEOPW CRA. "Financial Advisor" means PFM Financial Advisors, LLC, or any other financial advisor designated by the SEOPW CRA and qualified to provide financial advisory services to governmental entities. "Gibson Park Obligation" means the obligation of the SEOP CRA to pay to the City amounts relating to the Gibson Park improvements. "Gran Central Designated Area TIF Revenues" means the portion of the Tax Increme Revenues generated from the Designated Portion of the Redevelopment Are deposited into the Redevelopment Trust Fund and obligated by the City to b repay the obligation of the City under the Gran Central Loan Agreement, i Central Loan Agreement" means the Gran Central Loan Agreement dat 1998 between the City and Gran Central Corporation, a Florida Corpo Central TIF Obligation" means the obligation of the SEOPW CRA p Amended and Restated Covenant dated as of February 1, 2021 b SEOPW CRA and Grand Central Holdings, LLC (the "Grand Ce make payments to the Grand Central Developer equal to 65% • revenues received by the SEOPW CRA with respect to the property minus certain deductions. "Master Resolution" m 12-0061 adopted on September 17, 2012, as amended time, authorizing the issuance of Bonds. 7 "Miami Wo the obligation of the SEOPW CRA pursuant to the WorldCenter Economic Incentive Agreement dat SEOPW CRA, Miami First, LLC, Miami Third, L Block G Phase I LLC, Block G Phase 2 LLC "WorldCenter Developers"), to make paym 57% of the tax incremental tax revenues the improvements on the property minu Increment Revenues" means the Ple SEOPW CRA in the immediately pr Tax Increment Revenues which t Year (a) if (i) the total assesse Redevelopment Area used to Revenues to be received b the total assessed valuat determined in the mos Appraiser, or the tot determination of al board appointed of the taxing a determine th SEOPW C in accor valuati abov m nd used to ny. "Gran January 20, tion. "Grand uant to the First and between the ral Developer"), to f the tax incremental tax provements on the ns Resolution No. CRA-R- nd supplemented from time to Center TIF Obligation" means ended and Restated Miami as of February 21, 2017 among the , Miami Fourth, LLC, Miami A/I, LLC, d Tower 2, LLC (collectively, the is to the WorldCenter Developers equal to ceived by the SEOPW CRA with respect to certain deductions. "Modified Pledged Tax ed Tax Increment Revenues received by the ceding Fiscal Year, modified to reflect the Pledged SEOPW CRA would have received in such Fiscal aluation of the taxable real property in the etermine the amount of Pledged Tax Increment he SEOPW CRA in such Fiscal Year had been equal to n of the taxable real property in the Redevelopment Area:. cent Property Assessment Certification of the County Property ssessed valuation of such taxable real property after the,final roperty assessment appeals to the property appraisal assessment der Florida law, whichever is most recent; and (ii) the millage rates orities contributing to the Redevelopment Trust Fund used to amount of the Pledged Tax Increment Revenues to be received by the in such Fiscal Year had such millage rates been reduced or rolled -back, nce with applicable law then in effect, to reflect the increase in the assessed of the taxable real property in the Redevelopment Area set forth in clause (i) , or the actual millage rates adopted by such taxing authorities subsequent to the recent Property Assessment Certification referred to above, if then available; vided, however, that such Pledged Tax Increment Revenues determined in ccordance 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 Page 5 of 15 SUBSTITUTED Increment Revenues received by the SEOPW CRA 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 SEOPW CRA may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlo Agreement and must return 45% of the tax increment revenues collected from su projects to the taxing authorities which paid such revenues into the Redevelop Trust Fund as provided therein, however the City has agreed to return its port' to the SEOPW CRA for the development of affordable housing by the SEOP (the "2007 Interlocal Agreement TIF Revenues")), thereby resulting in a r amount of the Pledged Tax Increment Revenues received by the SEOP such Fiscal Year in an amount equal to the assumed 2007 Interlocal Revenues for such Fiscal Year. "OMNI CRA" means the Communi Agency for the Omni Community Redevelopment District, as ame pursuant to Resolution No. 86-868 of the City and Ordinance N "Parity Obligations" means obligations of the SEOPW CRA, o obligations issued or incurred as permifted hereunder and Pledged Tax Increment Revenues on parity with the lien provided herein. "Paying Agent" means Regions Bank, successors and assigns. "Person" means an individu association, a joint stock company, a trust, any uni governmental entity. "Pledged Revenues" means and amounts held in the funds and accounts es (i) amounts held in the Rebate Account shall this Resolution and (ii) amounts in the sub Construction Fund shall secure only the accordance with the provisions hereof. ' Increment Revenues, excluding for a Revenues, the Gran Central Desig Increment Revenues, the Miami Obligation, the Grand Central T Obligation, and those revenu more particularly set forth i that the tax increment re included within the Re County and City to b Act shall not consti subject to the ple Plan is amend generated wi Redevelop the Tax I the Bo Cha nt back CRA ction in the CRA in each reement TIF edevelopment ed, created 87-47 of the County. 8 er than Bonds, and other cured by a lien on the reon securing the Bonds as cksonville, Florida and its , a corporation, a partnership, an orporated organization or edged Tax Increment Revenues blished by this Resolution, except that used solely for the purposes provided in ounts in the Reserve Account and vies of Bonds for which it was established in ledged Tax Increment Revenues" means Tax urposes the 2007 Interlocal Agreement TIF ted Area TIF Revenues, the Children's Tax orld Center TIF Obligation, Downtown Retail Obligation, the City Obligation, the Gibson Park specifically excluded in the Redevelopment Act, all as ection 7.01 of the Master Resolution; provided, however, nues generated within any additional areas designated to be elopment Area of the SEOPW CRA and designated by the lum or blighted areas within the meaning of the Redevelopment e Pledged Tax Increment Revenues hereunder and shall not be ge and lien created by this Resolution, unless (a) the Redevelopment to include such additional areas, and tax increment revenues in such additional areas are required under the Act to be deposited in the ent Trust Fund and (b) this Resolution is supplemented to expressly pledge rement Revenues generated within such additional areas to the payment of s. "Redevelopment Act" means the Community Redevelopment Act of 1969, r 163, Part III, Florida Statutes, as amended. "Redevelopment Trust Fund" m- s the Southeast Overtown/Park West Community Redevelopment Trust Fund horized by the Interlocal Agreement and established by Ordinance No. 82-115, nacted 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 Page 6of15 J SUBSTITUTED 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 SEOPW CRA's outstanding Tax Increment Revenue Bonds, Series 2014A. 9 "Registrar" means Regions Bank, Jacksonville, Florida and its successors and assigns. "Reserve Requirement" means, with respec o the Composite Reserve Subaccount, the Composite Reserve Requirement and w respect to each Series of Bonds issued hereunder that is not secured by the Co Reserve Subaccount, the amount of money, if any, or available amount of a R Product, if any, or a combination thereof, required by Supplemental Resoluti or otherwise designated by the SEOPW CRA prior to the issuance of suc Bonds to be maintained in the subaccount in the Reserve Account with r Series of Bonds pursuant to Section 13 hereof. "Series 2014 Bonds" unrefunded portion of the SEOPW CRA's Tax Increment Revenue 2014A. "Series 2025 Bonds" means the SEOPW CRA's Tax Incre Series 2025 authorized to be issued herein, in one or more seri State of Florida. "Tax Increment Revenue Bond Fund" means to Section 7.02 of the Master Resolution. "Tax Increment R deposited into the Redevelopment Trust Fund (including on the date of delivery of the Series 2025 Bonds) as re Florida Statutes, annually by taxing authorities levyin Redevelopment Area. "2000 Interlocal Agreement" Agreement dated March 1, 2000 among the City "2007 Interlocal Agreement" means the Interloc among the City, the County and the OMNI C Revenues" shall have the meaning given in Redevelopment Projects" means the Proj particularly described on Exhibit "A" aft part with proceeds of the Series 2025 Shank & Co., LLC. SECTION 3. FI declared that: The findings, decla Commission and the County C approving the 10 Redevelop determinations of the SEOP Pledged Tax Increment manner, except to the The existence of the shortage of afforda welfare of the citi and blight in th that they can economic i economi throug agen in o d osite erve adopted eries of pect to such ans any nds, Series ent Revenue Bonds, . "State" means the e fund created pursuant enues" means the moneys amounts on deposit therein red by Section 163.387, d valorem taxes in the ans the Interlocal Cooperation e SEOPW CRA and the OMNI CRA. Agreement dated December 31, 2007, . "2007 Interlocal Agreement TIF e WHEREAS clauses herein. "2025 is within the Redevelopment Area more ed, in each case to be financed in whole or in onds. "Underwriter" means Siebert Williams INGS. It is hereby ascertained, determined and on and determinations made by the City mission defining the Redevelopment Area and nt Plan are hereby adopted as findings, declarations and CRA and are incorporated herein by reference. (a) The enues are not currently pledged or encumbered in any ment of the Series 2014 Bonds and the Refunded Bonds. (b) m and blighted areas in the Redevelopment Area and the housing therein directly adversely affect the health, safety and ns and taxpayers therein and in the County. (c) The deterioration edevelopment Area and the shortage of affordable housing are such t be remedied without intervention by the SEOPW CRA to provide entives to encourage redevelopment. (d) It is necessary to provide centives to not -for -profit businesses and/or to private for -profit businesses rants of land and/ or money, which at the discretion of the SEOPW CRA or its - ay or may not be forgiven, to be applied to the 2025 Redevelopment Projects,, er to encourage the development of affordable housing and economic elopment in the Redevelopment Area through the construction of the 2025 edevelopment Projects. (e) The 2025 Redevelopment Projects will provide a '' substantial benefit to the citizens in the Redevelopment Area and the County and will Page 7 of 15 SUBSTITUTED serve a paramount public purpose with only incidental benefits accruing to the private developers receiving the grants of money to be applied to the 2025 Redevelopment Projects and to the affordable housing project to be included as part of the 2025 Redevelopment Projects. (f) The rehabilitation and redevelopment of the Redevelopment Area is necessary and in the interest of the public health, safety, m. als and welfare of the citizens within the Redevelopment Area and the County and in to carry out such rehabilitation and redevelopment it is necessary and appropri the SEOPW CRA to finance the 2025 Redevelopment Projects. (g) It is neces in the best interests of the SEOPW CRA to undertake or cause to be unde 2025 Redevelopment Projects and to issue the Series 2025 Bonds to fina Redevelopment Projects, directly or through the issuance of grants to f for- profit businesses, to fund reserves for the Series 2025 Bonds, to Refunded Bonds, to pay the City Obligation, if required, and to pay SEOPW CRA for Costs of the 2025 Redevelopment Projects. (h) authorized under the Redevelopment Act to issue the Series 20 undertaking of the 2025 Redevelopment Projects, to fund res Bonds, refund the Refunded Bonds, to pay the City Obligati or reimburse the SEOPW CRA for Costs of the 2025 Red 2025 Redevelopment Projects are undertakings of com described in the Redevelopment Act. (j) The Series 2 hereunder and under the Master Resolution shall b redevelopment" projects as defined in the Redev Pledged Revenues will be sufficient to pay the 2025 Bonds, as the same become due, and Resolution. (I) The principal of and interest Resolution and all other payments provid by a pledge of, and will be payable fro CRA has full power and authority to be deemed to constitute a general credit of the SEOPW CRA, the C subdivision thereof within the provision or limitation. The S has provided notice of its i - nt accordance with Section TO CONSTITUTE A C 2025 Bonds authoriz time to time, this R constitute a contr agreements he SEOPW CR of any and preferen thereo AUT der for ry and en, the e the 2025 profit or not- und the reimburse the e SEOPW CRA is Bonds to finance the es for the Series 2025 , if 11 required, and to pay elopment Projects. (i) The unity redevelopment as 5 Bonds authorized and issued ssued consistent with "community pment Act. (k) The estimated ncipal of and interest on the Series other payments provided for in this the Bonds to be issued pursuant to this for in this Resolution will be secured solely e Pledged Revenues, which the SEOPW dge in the manner provided herein; and shall not moral indebtedness or a pledge of the faith and nty, the City, the State or any other political aning of any constitutional, legislative or charter PW CRA has no taxing power. (m) The SEOPW CRA to authorize the issuance of the Series 2025 Bonds in 3.346, Florida Statutes. SECTION 4. THIS RESOLUTION TRACT. In consideration of the acceptance of the Series to be issued hereunder by those who shall hold the same from olution and the Master Resolution shall be deemed to be and shall ct between the SEOPW CRA and such Holders. The covenants and n set forth and in the Master Resolution to be performed by the shall be for the equal benefit, protection and security of the legal Holders I of the Series 2025 Bonds, all of which shall be of equal rank and without' , priority or distinction of any of the Series 2025 Bonds over any other xcept as expressly provided therein and herein. SECTION 5. RIZATION OF 2025 REDEVELOPMENT PROJECTS; AND ISSUANCE OF S ' ES 2025 BONDS. The 2025 Redevelopment Projects and the payment of the sts thereof from proceeds of the Series 2025 Bonds is hereby authorized. The 2025 edevelopment Projects are "community redevelopment" projects and "undertaking.$" as defined in the Redevelopment Act. 12 Subject and pursuant to the provisions h reof, j Page8of15 SUBSTITUTED the Series 2025 Bonds to be known as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2025" (or if such Series 2025 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 origin aggregate principal amount of not to exceed $175,000,000 or such lesser amount - s may be approved by the Chairwoman for the purpose of financing all or a portio r of the Costs of the 2025 Redevelopment Projects, funding any reserves, refunding t Refunded Bonds, paying the City Obligation, if required, and paying the cos issuance and expenses associated therewith. Notwithstanding anything h contrary, based upon advice of the Financial Advisor to the SEOPW C best financial interest of the SEOPW CRA, and the advice of Bond Co SEOPW CRA may elect to issue any of the Series 2025 Bonds and/ such Bonds into one or more Series and may modify the name or series of such Bonds accordingly. The Series 2025 Bonds shall of delivery of such Series 2025 Bonds to the Underwriter; sha registered Series 2025 Bonds; shall be in such denominatio a rate or rates not exceeding the maximum rate permifted amounts of Serial Bonds and/or Term Bonds; maturing years not exceeding the maximum length permifted u Series 2025 Bonds shall be numbered consecutive Iefter "R" prefixed to the number. The Series 202 Variable Rate Bonds. The 2025 Redevelopmen described in Section 163.370(3), Florida Stat REFUNDING. There is hereby authorized t to Section 21 hereof. SECTION 7. PROV Bonds shall be subject to redemption p CRA, at such times and in such man BOOK ENTRY SYSTEM. Notwiths contrary, a book -entry system of Bonds. So long as the SEOPW respect to the Series 2025 B issuance, the ownership of registration books kept b blanket issuer Iefter of CRA with The Depos Bonds be registere forth herein and i registration of t the form of a issuance, t in the na reques regis Pa of ein to the that it is in the sel, the r may combine esignation of each e dated as of the date e issued as fully and shall bear interest at y law, shall consist of such such amounts and in such er the Redevelopment Act. The rom one upward preceded by the onds shall not be issued as rojects are not the types of projects s. SECTION 6. AUTHORIZATION OF refunding of the Refunded Bonds, subject ONS FOR REDEMPTION. The Series 2025 r to their maturity, at the option of the SEOPPN r as shall be fixed by Section 14. SECTION 6r' ding any provision of this Resolution to the gistration is hereby authorized for the Series 2025 RA shall maintain a book -entry only system with ds, the following provisions shall apply: Upon initial -71 ch such Series 2025 Bond shall be registered in:the r e Registrar in the name of Cede, as nominee of DTC. 4 3 resentations (the "BLoR") was entered into by the SEOPVP ry Trust Company ("DTC"). It is intended that the Series2025 so as to participate in a global book -entry system with DTC as set such BLoR. The terms and conditions of such BLoR shall govern the Series 2025 Bonds. The Series 2025 Bonds shall be initially issued in ngle fully registered Bond for each maturity of such Series. Upon initial ownership of such Series 2025 Bonds shall be registered by the Registrar e of Cede & Co. (DTC's partnership nominee) or such other name as may be d by an authorized representative of DTC. So long as any Series 2025 Bond is red in the name of DTC (or its nominee), the SEOPW CRA, the Registrar and the g Agent may treat DTC (or its nominee) as the sole and exclusive holder of such vies 2025 Bonds registered in its name, and all payments with respect to the principal r redemption price of, if any, and interest on such Series 2025 Bond ("Payments") and all notices with respect to such Series 2025 Bond ("Notices") shall be made or given, as Page 9 of 15 '7 „7 171 SUBSTITUTED the case may be, to DTC. Transfers of Payments and delivery of Notices to DTC Participants shall be the responsibility of DTC and not of the SEOPW CRA, 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 2025 Bonds by DTC Participants shall be the responsibility of such participants, indirect participants and other nominees of such beneficial owners and not of the SEOPW subject to any statutory and regulatory requirements as may be in effect from ti time. Upon (a) receipt by the SEOPW CRA of wriften notice from DTC (i) to th that a continuation of the requirement that all of the Outstanding Series 202 registered in the registration books kept by the Registrar in the name of C nominee of DTC, is not in the best interest of the beneficial owners of t Bonds or (ii) to the effect that DTC is unable or unwilling to discharge and no substitute depository willing to undertake the functions of DT found which is willing and able to undertake such functions upon r customary terms, (b) termination, for any reason, of the agreem CRA, the Registrar and Paying Agent and DTC evidenced by determination by the SEOPW CRA that such book -entry on discontinued by the SEOPW CRA, and compliance with t agreement between the SEOPW CRA and DTC with re Bonds shall no longer be restricted to being registere the Registrar in the name of Cede & Co., as nomin whatever name or names Holders shall designat hereof. In such event, the SEOPW CRA shall i transfer and exchange Series 2025 Bonds co denominations of $5,000 or any integral m foregoing notwithstanding, until such tim is discontinued, the provisions set forth transfer of the Series 2025 Bonds an SECTION 9. APPLICATION OF P Series 2025 Bonds, herein autho provided) be considered to be i shall be entitled to all the pro thereunder. The principal o shall be payable from the parity with any other B by the SEOPW CRA • Series 2025 Bonds SECTION 10. AP including accr the Series 2 delivery of capitaliz used o B. T pur RA, to effect onds be e & Co., as Series 2025 responsibilities hereunder can be asonable and t among the SEOPW e BLoR, or (c) system should be requirements of any ect thereto, the Series 2025 n the registration books kept by of DTC, but may be registered in in accordance with the provisions e and the Registrar shall authenticate, istent with the terms hereof, in ple thereof to the Holders thereof. The s participation in the book -entry only system the BLoR shall apply to the registration and o Payments and Notices with respect thereto. 14 VISIONS OF THE MASTER RESOLUTION. The ed, shall for all purposes (except as herein expressly ued under the authority of the Master Resolution, and ction and security provided therein for the Bonds issued-; nd interest on the Series 2025 Bonds herein authorized ebt Service Fund established in the Master Resolution on 4 ds, and payments shall be made into such Debt Service Fui11d amounts fully sufficient to pay the principal of and interest on,the erein authorized as such principal and interest become due. , LICATION OF SERIES 2025 BOND PROCEEDS. The proceeds, interest and premium, if any, received from the sale of any or all of: Bonds shall be applied by the SEOPW CRA simultaneously with the; ch Series 2025 Bonds to the purchaser thereof, as follows: A. The interest, if any, shall be deposited into the Debt Service Fund and shall be for the purpose of paying interest becoming due on the Series 2025 Bonds. initial Reserve Requirement for such Series 2025 Bonds, as determined ant to Section 13.B., shall be deposited in the subaccount in the Reserve Account c' -ated pursuant to the Master Resolution for the benefit of the Series 2025 Bonds, and hall 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 Page 10 of 15 SUBSTITUTED Escrow Deposit Agreement, if required. D. A sum specified in a certificate of the Executive Director of the SEOPW CRA 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 2025 Bonds. E. Pursuant to Section 7.03 of the Master Resolution, there is hereby established a separate account in the Construction Fun (the "Series 2025 Bonds Account") for the 2025 Redevelopment Projects to be fin - ced by the Series 2025 Bonds. A sum specified in a certificate of the Executive Dire• r of the SEOPW CRA shall be deposited into the Series 2025 Bonds Account of t Construction Fund. F. To the extent not paid by the original purchasers of t 2025 Bonds, the SEOPW CRA shall pay all costs and expenses in conne issuance, sale and delivery of the Series 2025 Bonds. SECTION 11. B BE INDEBTEDNESS OF THE SEOPW CRA. The Series 2025 Bonds constitute general or moral obligations or indebtedness or a 15 pled credit of the SEOPW CRA, the City, the County, the State or any subdivision thereof within the meaning of any constitutional, leg provision or limitation, but shall be limited obligations of the S solely from and secured by a lien upon and a pledge of the manner and to the extent herein provided. No Bondholde directly or indirectly, to compel the exercise of the ad v the County, the State or any political subdivision ther real or personal property to pay such Series 2025 any, thereon or for the payment of any other amo CRA has no taxing power. The Series 2025 Bo thereby shall not constitute a lien upon any o and no Bondholder shall be entitled to pay if any, from any other funds of the SEOP the manner and to the extent herein pr The payment of the principal of, pre shall be secured forthwith equally Revenues, all in the manner and the SEOPW CRA does hereby payment of the principal of, p funding and maintaining of payments as provided he Series 2025 Bonds sh Pledged Revenues; Increment Revenu securing the unr issued or incur d RESERVE SEOPW C for the b such a depo Re Series on with the DS NOT TO all not be or of the faith and er political ative or charter PW CRA, payable edged Revenues, in the hall ever have the right rem taxing power of the City, f or taxation in any form on any nds or the interest or premium, if is provided herein. The SEOPW s and the indebtedness evidenced r funds or property of the SEOPW CRA, nt of such principal, interest and premium, CRA other than the Pledged Revenues, in ided. SECTION 12. PLEDGE OF REVENUES. m, if any, and interest on the Series 2025 Bonds ratably by an irrevocable lien on the Pledged the extent provided herein, and, as provided herein, evocably pledge such Pledged Revenues, all to the mium, if any, and interest on the Series 2025 Bonds, the e reserves therefor as required herein and for all other in. The pledge and lien on Pledged Revenues securing the be prior and superior to all other liens or encumbrances on the vided, however, that the pledge of and lien on the Pledged Tax shall be on a parity with the pledge thereof and lien thereon nded portion of the Series 2014 Bonds, and any Parity Obligations as provided in Section 10.02 of Master Resolution. SECTION 13 COUNT. A. Reserve Account. Pursuant to the Master Resolution, the is authorized to establish a separate account within the Reserve Account efit of the Series 2025 Bonds. The SEOPW CRA hereby elects to establish ount and on the date of issuance of the Series 2025 Bonds there shall be on therein the Reserve Requirement for the Series 2025 Bonds. B. Delegation of rve Requirement. Subject to parameters set forth in this Section, the SEOPW CRA eby authorizes the Executive Director to determine the Reserve Requirement for the eries 2025 Bonds, in consultation with the Financial Advisor. The Reserve Requirement for the Series 2025 Bonds shall not exceed an amount which equals the Page 11 of 15 ..J SUBSTITUTED lesser of (i) the Maximum Annual Debt Service on the Series 2025 Bonds occurring in any year, (ii) 125% of the average Debt Service Requirement on the Series 2025 Bonds, and (iii) 10% of the aggregate stated original principal amount of the Series 2025 Bonds; provided however, that the Reserve Requirement for the Series 2025 Bond could be zero. 16 The Executive Director shall execute a certificate dated the ' to of delivery of the Series 2025 Bonds certifying the Reserve Requirement for the S ies 2025 Bonds. SECTION 14. DELEGATION OF AWARD OF SERIES 2025 BON Subject to full satisfaction of the conditions set forth in this Section, the Board SEOPW CRA hereby authorizes a delegated negotiated sale of the Series to the Underwriter in accordance with the terms of the Bond PurchaseAgr dated the date of sale and to be substantially in the form aftached heret with such changes, amendments, modifications, omissions and additi shall be approved by the Executive Director in accordance with the Section (including, without limitation, making the final determinati structuring and marketing of the Series 2025 Bonds to obtain th and interest rate on the Series 2025 Bonds), including the de Series 2025 Bonds in one or more series and designating t tax-exempt or taxable, and the execution and delivery of by the Executive Director shall be deemed conclusive e changes and the full and complete satisfaction of the Notwithstanding the foregoing, the Bond Purchase the Executive Director until such time as all of the satisfied: 1. Receipt by the Executive Director o 2025 Bonds by the Underwriter substantially ' Agreement, said offer to provide for, amon exceeding $175,000,000 aggregate princ underwriting discount (including mana $5.00 per bond, (iii) a true interest co to the Series 2025 Bonds, (iv) the maturity no later than March 1, 2 determined to issue the Refun such optional and mandatory Agreement. 3. Receipt by t statement and truth-in-b Statutes and substanti satisfaction of the co authorized to exec agreements or c and directed to the Series 2 the SEOP certificat of the offic the 25 Bonds ment to be as Exhibit "B", s thereto as ovisions of this concerning the most favorable rating mination of issuing the Series 2025 Bonds as Bond Purchase Agreement dence of the approval -of such nditions set forth in this Section. reement shall not be executed by ollowing conditions have beery wriften offer to purchase the Series' the form of the Bond Purchase ther things, (i) the issuance of not al amount of Series 2025 Bonds, (ii) an ent fee and all expenses) not in excess of — of not more than 5.50% per annum with respect turities of the Series 2025 Bonds with the final 2, and (v) a debt service savings of 3.00%, if it is d Bonds. 2. The Series 2025 Bonds shall be subject to demption provisions as provided in the Bond Purchase Executive Director from the Underwriter of a disclosure ding information complying with Section 218.385, Florida in the form aftached to the Bond Purchase Agreement. Upon itions set forth in this Section, the Executive Director is hereby e and deliver the Series 2025 Bonds and any other documents, ficates relating to the Series 2025 Bonds, and are further authorized repare and furnish to the purchasers of the Series 2025 Bonds, when Bonds are issued, certified copies of all the proceedings and records of CRA relating to the Series 2025 Bonds, and such other affidavits and as may be required to show the facts relating to the legality and marketability vies 2025 Bonds as such facts appear from the books and records in the ' custody and control or 17 as otherwise known to them; and all such certified co• -s, certificates and affidavits, including any heretofore furnished, shall constitute • resentations of the SEOPW CRA as to the truth of all statements contained therein. ECTION 15. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The Executive Director, Bond Counsel, Disclosure Counsel and the SEOPW CRA's Page 12 of 15 SUBSTITUTED 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 aftached hereto as Exhibit "C" and are also authorized to prepare and disseminate a final official statement after execution of the Bond Purchase Agreemen At closing, the appropriate officers of the SEOPW CRA are authorized and directed furnish a certificate to the effect that the Preliminary Official Statement and Officia Statement did not as of their dates and do not contain any untrue statement or • ission of a material fact. The Executive Director and the Finance Officer are authori ' • to deem final the Preliminary Official Statement prepared pursuant to this Sec ' • n for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Co SEOPW CRA hereby authorizes the preparation of a final Official State the Series 2025 Bonds, which shall be in the form of the Preliminary with such changes, alterations and corrections therein as may be a officials of the SEOPW CRA executing the same, such approval t established by such execution, and the Executive Director and hereby authorized and directed for and in the name of the SE deliver the final Official Statement, as hereby approved. SE DISCLOSURE. The SEOPW CRA hereby covenants and for compliance by the SEOPW CRA with secondary m the Rule, that it will comply with and carry out all of th Disclosure Agreement, in substantially the form aft executed by the SEOPW CRA and dated the dat Series 2025 Bonds, as it may be amended fro terms thereof. Notwithstanding any other pro SEOPW CRA to comply with such Continui considered an event of default; however, necessary and appropriate, including s order, to cause the SEOPW CRA to SECTION 17. APPOINTMENT OF AGENT. Regions Bank, Jackson Agent and Fiscal Agent for the Clerk of the Board of the SE agreements with such Reg necessary to reflect the accept and perform th transactions contem APPOINTMENT 0 AGREEMENT. Agent for the Bonds to the SEOPW C hereto a CRAa whit mission. The ent relating to icial Statement roved by the e conclusively e Finance Director are W CRA to execute and ION 16. CONTINUING grees that in order to provide et disclosure requirements of provisions of the Continuing ed hereto as Exhibit "D," to be f the issuance and delivery of the ime to time in accordance with the ions of this Resolution, failure of the Disclosure Agreement shall not be y Bondholder may take action as may be king mandate or specific performance by court mply with its obligations under this Section. GISTRAR, PAYING AGENT AND FISCAL e, Florida is hereby appointed as Registrar, Paying, eries 2025 Bonds. The Executive Director and the W CRA are hereby authorized to enter into any C-3 rar, Paying Agent, or Fiscal Agent which may be igation of such Registrar, Paying Agent or Fiscal Agent to. espective duties imposed 18 upon each and to effectuate the ted, by this Resolution and the Master Resolution. SEC-TtQN8. SCROW AGENT AND APPROVAL OF ESCROW DEPOSIT gions Bank, Jacksonville, Florida is hereby appointed as Escrow unded Bonds. Simultaneously with the delivery of the Series 2025 itial purchasers, if it is determined to refinance the Refunded Bonds, the shall enter into the Escrow Deposit Agreement, in the form aftached xhibit "E." The Executive Director and the Clerk of the Board of the SEOPW hereby authorized to enter into any agreements with such Escrow Agent, ay be necessary to reflect the obligation of such Escrow Agent to accept and pe ►'• rm the respective duties imposed upon it and to effectuate the transactions templated by this Resolution and the Master Resolution. SECTION 19. PPOINTMENT OF VERIFICATION AGENT. Robert Thomas CPA is hereby appointed to serve as verification agent with respect to the refunding of the Refunded Bonds. Page 13 of 15 SUBSTITUTED 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 Direct is hereby authorized to select the Refunded Bonds to be refunded with the proceedof the Series 2025 Bonds and is hereby authorized to call such Refunded Bonds in accordance with the Plan of Finance as described in the Preliminary Official St The Paying Agent for the Refunded Bonds is hereby authorized to provide wr of such redemption to the registered owners of such Refunded Bonds and t Bondholder whose name and address are on file with the Paying Agent. Agent is hereby authorized and directed to publish the notices of defea redemption, if required. The Executive Directoris hereby authorized t investment of funds held under the Escrow Deposit Agreement. Th Bond Counsel and/or Escrow Agent to the extent necessary to a defeasance and refunding of the Refunded Bonds are authoriz United States Treasury Obligations — State and Local Gover arrange for the purchase, from funds available for such pur hereof, of Refunding Securities, or (iii) gross fund the esc moneys in cash. In the event the Executive Director de under the Escrow Deposit Agreement in Refunding S Executive Director is hereby authorized to appoint process for the purchase of such securities. 19 S A. Delegation of Insurer. In order to obtain the Insurance Policy, the Executive Director, in c hereby authorized to negotiate with interes is authorized to accept, execute and deli provides the terms and provisions whic Financial Advisor, is in the best inter can designate all, some or none of Director is hereby authorized to the Bond Insurance Policy. Th 2025 Bond proceeds to pay statement of insurance is benefit and information o Insurance Policy. If de Executive Director, i solicit bids from int obtain the most f Executive Dire ► or whichever pr provisions best inte 2025 equ pu ment. en notice any e Escrow nce and irect the xecutive Director, mplish the to (i) subscribe for ent Series ("SLGS"), (ii) se pursuant to the terms w account and hold such mines to invest amounts held urities (other than SLGS), the idding agent to conduct a bid TION 22. INSURER PROVISIONS. st favorable premiums on a Bond sultation with the Financial Advisor, is d Bond Insurers and the Executive Director r the commitment of whichever Insurer , after consultation with the SEOPW CRA's of the SEOPW CRA. The Executive Director e Series 2025 Bonds to be insured. The Executive ecute such agreements containing the provisions of EOPW CRA further authorizes application of Series] nt of the premium for the Bond Insurance Policy. A _ ; horized to be printed on the Series 2025 Bonds for the he Bondholders. B. Delegation of Reserve Account " mined to be the most economical or prudent structure, the ' onsultation with the Financial Advisor, is hereby authoriz d to - ested providers of Reserve Account Insurance Policies, in order.to orable premiums on a Reserve Account Insurance Policy, and thee' is authorized to accept, execute and deliver the commitment of !der of the Reserve Account Insurance Policy provides the terms and ich, after consultation with the SEOPW CRA's Financial Advisor, is in the st of the SEOPW CRA. A Reserve Account Insurance Policy for the Series nds, together with other amounts or other credit instruments on deposit therein, o the Reserve Requirement for the Series 2025 Bonds is hereby authorized to be ased from the selected provider of the Reserve Account Insurance Policy and yment for such Reserve Account Insurance Policy is hereby authorized from Series 025 Bond proceeds. In furtherance thereof, the SEOPW CRA is hereby authorized to enter into a Financial Guaranty Agreement for the Series 2025 Bonds (the "Guaranty Page 14 of 15 SUBSTITUTED 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 SEOPW CRA, the Aftorney o the SEOPW CRA or any other appropriate officers of the SEOPW CRA are hereby authorized and directed to execute any and all certifications or other instruments documents required by the Master Resolution, the Preliminary Official Stateme final Official Statement, this Resolution or any other document referred to abo prerequisite or precondition to the issuance of the Series 2025 Bonds and representation made therein by officers or representatives of the SEOPW deemed to be made on behalf of the SEOPW CRA. All action taken to officers of the SEOPW CRA in furtherance of the issuance of the Seri hereby approved, confirmed and ratified, 20 SECTION 24. MODIFI AMENDMENT. This Resolution may be amended and suppleme as the Master Resolution, SECTION 25. CONFLICTS REPEAL conflict or inconsistent with this Resolution are to the extent o inconsistency hereby modified or repealed. SECTION 26. Resolution shall become effective immediately upon its a intentionally left blank APPROVED AS TO FORM AND LEGAL SUFFICI CY e Br ounsel 4/3 •25 Page 15 of 15 , the as a such RA shall be e by the 2025 Bonds is TION OR d to the same extent . All resolutions in uch conflict or ECTIVE DATE. This ption. [Remaining page r'i f V