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HomeMy WebLinkAboutCRA-R-25-0076 OMNI OMNI CRA 1401 N. Miami Avenue Community Redevelopment Agency Miami, FL 33136 www.omnicra.com Legislation OMNI CRA Resolution: CRA-R-25-0076 File Number: 18635 Final Action Date:12/11/2025 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED AGGREGATE PRINCIPAL AMOUNT OF $150,000,000 REDEVELOPMENT REVENUE BONDS, SERIES 2026 FOR THE PRINCIPAL PURPOSE OF FINANCING CERTAIN REDEVELOPMENT PROJECTS; PROVIDING THAT THE SERIES 2026 BONDS SHALL BE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE FROM TAX INCREMENT REVENUES AS PROVIDED HEREIN AND MAY BE ISSUED AS TAX-EXEMPT OR TAXABLE BONDS; PLEDGING SUCH TAX INCREMENT REVENUES AND PROCEEDS OF CERTAIN FUNDS AND ACCOUNTS CREATED HEREIN TO SECURE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE SERIES 2026 BONDS; DELEGATING THE AWARD OF THE SALE OF THE SERIES 2026 BONDS TO THE CHAIRMAN; APPOINTING A REGISTRAR AND PAYING AGENT; APPROVING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPROVING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNERS OF THE SERIES 2026 BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 163, Part III, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text expressly requires otherwise. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. -47 enacted on July 7, 1987, City Resolution No. 86-868 enacted on October 23, 1986, as amended, and other applicable provisions of law. conditions and limitations contained herein which will have an equal lien on the Pledged Revenues with the Series 2026 Bonds, to the extent provided herein. City of Miami Page 1 of 17 File ID: 18635 (Revision: A) Printed On: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 savings and loan association, savings bank or other banking association selected by the Issuer as a depository hereunder. and the Purchaser in connection with the sale of the Series 2026 Bonds. executed prior to or upon the issuance of the Series 2026 Bonds. hereinafter issued. means any day except any Saturday or Sunday or an 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. with respect to the Series 2026 Bonds pursuant to Section 14 hereof. Chairman's absence or inability to act, the Vice Chairman of such board or such other person as may be duly authorized by the governing board of the Issuer to act on his or her behalf. the Issuer to act on his or her behalf. the date of delivery of the Series 2026 Bonds. -Dade County, Florida. subtracting any accrued and capitalized interest and other amounts for that Bond Year that have been deposited into the Debt Service Account or in the Projects Fund for that purpose with respect to Bonds Outstanding hereunder from the sum of: (1) The amount required to pay the interest coming due on the Bonds during that Bond Year; and (2) The amount required to pay the principal or any sinking fund installment of the Bonds during the Bond Year. and assigns. subsequently entered into between the Issuer and certain developers which may receive grants from the Issuer. City of Miami Page 2 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 1996, by and between the City, the County and the Agency, as may be amended from time to time, which provided for the exercise of redevelopment powers by the City in the redevelopment created pursuant to the Act. registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. -Exempt Series 2018A and $15,000,000 Tax Increment Revenue Note, Taxable Series 2018B. -dealers, banks and other financial institutions from time to time for which DTC holds Series 2026 Bonds as securities depository. assigns. partnerships and public bodies. accordance with the provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder. Bonds pursuant to Section 15 hereof. Redevelopment Plan and approved by the Chairman and Board Members, as described on Redevelopment Area established pursuant to the Act. Redevelopment Agency 2019 Update of Redevelopment Plan, as amended and supplemented. established pursuant to Ordinance No. 87-47 enacted on July 7, 1987 by the Board of County Commissioners of Miami-Dade County, Florida, into which Tax Increment Revenues are deposited for repayment of debt service on the Bonds and other authorized uses. assigns. City of Miami Page 3 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 Section 15 hereof. Debt Service Requirement on the Series 2026 Bonds, (ii) 125% of the average annual Debt Service Requirement on the Series 2026 Bonds, or (iii) 10% of the par amount of the Series 2026 Bonds. The Reserve Requirement, if any, for any Additional Bonds shall be established by supplemental resolution of the Issuer. authorized to be issued herein, which may be issued in one or more series of Bonds as provided herein. Fund (including all amounts on deposit therein on the date of delivery of the Series 2026 Bonds) as required by Section 163.387, Florida Statutes, annually by taxing authorities levying ad valorem taxes in the Redevelopment Area. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: (A) For the benefit of the inhabitants and real property owners of the Redevelopment Area and the citizens of the City, the Issuer finds, determines and declares that it is necessary for the continued preservation of the health, welfare, convenience and safety of the Issuer and the City and such inhabitants, real property owners and citizens, to construct the Projects. Issuance of the Series 2026 Bonds to finance the cost of the Project satisfies a paramount public purpose. The Projects constitute an integral part of and is necessary for carrying out the Redevelopment Plan. (B) Debt service on the Series 2026 Bonds will be secured by and payable from the Pledged Revenues. The Pledged Revenues will be sufficient to pay the principal, premium and interest on the Series 2026 Bonds herein authorized, as the same become due, and to make all deposits required by this Resolution. (C) The Tax Increment Revenues pledged for the payment of the Series 2026 Bonds are not now pledged or encumbered in any manner, except to the Parity Debt. (D) The Issuer previously issued a request for proposals seeking a loan with which to finance the Projects, in response to which the Purchaser submitted a proposal dated November (E) Due to the complex nature of this financing, the critical importance of the timing of the sale of the Series 2026 Bonds, as hereinabove defined, and due to the willingness of the Purchaser to purchase the Series 2026 Bonds, at interest rates favorable to the Issuer, it is hereby determined that it is in the best interest of the public and the Issuer to sell the Series 2026 Bonds to pursuant a negotiated sale as provided in the Bond Purchase Agreement. (F) In consideration of the purchase and acceptance of the Series 2026 Bonds authorized to be issued hereunder by those who shall be the Owners thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owners. (G) The Issuer will be provided all applicable disclosure information required by Section 218.385, Florida Statutes. City of Miami Page 4 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 SECTION 4. THIS RESOLUTION TO CONSTITUTE A CONTRACT. In consideration of the acceptance of the Series 2026 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and such Owners. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the legal Owners of any and all of the Series 2026 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Series 2026 Bonds over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF PROJECTS. Each component of the Projects and the payment of the costs thereof from proceeds of the Series 2026 Bonds is hereby authorized. Redevelopment Act. SECTION 6. AUTHORIZATION OF SERIES 2026 BONDS. Subject and pursuant to Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2026\[Tax- of not to exceed $150,000,000 or such lesser amount as may be approved by the Chairman for the purpose of financing all or a portion of the costs of the Projects, funding the Reserve Account and paying the costs of issuance and expenses associated therewith. The Series 2026 Bonds may be issued in one or more series and the series designation may be modified by the Chairman as he deems appropriate. SECTION 7. DESCRIPTION OF SERIES 2026 BONDS. The Series 2026 Bonds shall be issued in fully registered form; may be issued as tax-exempt and/or taxable; shall be numbered consecutively from R-1 upward; shall be in denominations of $100,000 each or integral multiples thereof; shall bear interest at such rate or rates not exceeding the maximum rate allowed by State law, the actual rate or rates or method of determining rates shall be set forth in the Bond Purchase Agreement; interest to be payable at such times as are fixed by the Bond Purchase Agreement; and shall mature on such date in such years and amounts as will be fixed by the Bond Purchase Agreement; provided however, that the interest rates on and final maturity of the Series 2026 Bonds shall be subject to the parameters set forth in Section 17 hereof. The text of the Series 2026 Bonds, the form of assignment for such Series 2026 Bonds, and provisions for the payment of Series 2026 Bonds on the demand of the Owners thereof and variations as may be necessary or desirable and authorized or permitted by this Resolution. The principal of and the interest on the Series 2026 Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of the Series 2026 Bonds, and payment of the interest on the Series 2026 Bonds shall be made by the Paying Agent on each interest payment date to the person appearing on the registration books of the Issuer hereinafter provided for as the registered Owner thereof, by electronic means, draft or check mailed to such registered Owner at his address as it appears on such registration books or delivered to Cede & Co., as registered owner thereof and will be redistributed by DTC and the DTC Participants. SECTION 8. EXECUTION OF SERIES 2026 BONDS. The Series 2026 Bonds shall be signed by, or bear the manual or facsimile signature of, the Chairman and shall be signed by, or bear the manual or facsimile signature of, the Clerk and a facsimile of the official seal of the Issuer shall be imprinted on such Series 2026 Bonds. City of Miami Page 5 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2026 Bonds shall cease to be such officer before the delivery of such Series 2026 Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he has remained in office until such delivery. Any Series 2026 Bond may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of such Series 2026 Bond, shall be the proper officers to sign such Series 2026 Bonds although at the date of such Series 2026 Bonds such persons may not have been such officers. SECTION 9. AUTHENTICATION OF SERIES 2026 BONDS. Only such of the Series 2026 Bonds as shall have been endorsed thereon a certificate of authentication substantially in the form herein below set forth, duly executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under this Resolution. No Series 2026 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Registrar and such certificate of the Registrar upon any such Series 2026 Bond shall be conclusive evidence that such Series 2026 Bond has been duly authenticated and delivered under this Resolution. The Registrar's certificate of authentication on any Series 2026 Bond shall be deemed to have been duly executed if manually signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer manually sign the certificate of authentication of all of the Series 2026 Bonds that may be issued hereunder at any one time. SECTION 10. EXCHANGE OF SERIES 2026 BONDS. Any Series 2026 Bonds, upon surrender thereof at the principal corporate trust office of the Registrar, together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Owner, be exchanged for an aggregate principal amount of Series 2026 Bonds equal to the principal amount of and of the same type and series as the Series 2026 Bond or Series 2026 Bonds so surrendered. The Registrar shall make provisions for the exchange of Series 2026 Bonds at the principal corporate trust office of the Registrar. SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF SERIES 2026 BONDS. The Registrar shall keep books for the registration of and for the registration of transfers of Series 2026 Bonds. The transfer of any Series 2026 Bonds may be registered only upon such books and only upon surrender thereof to the Registrar together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon any such registration of transfer, the Issuer shall execute and the Registrar shall authenticate and deliver in exchange for such Series 2026 Bond, a new Series 2026 Bond or Series 2026 Bonds registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such Series 2026 Bond or Series 2026 Bonds so surrendered. In all cases in which Series 2026 Bonds shall be exchanged, the Issuer shall execute and the Registrar shall authenticate and deliver, at the earliest practicable time, a new Series 2026 Bond or Series 2026 Bonds of the same type. All Series 2026 Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Registrar. The Issuer or the Registrar may make a charge for every such exchange or registration of transfer of Series 2026 Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be City of Miami Page 6 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 made to any Owner for the privilege of exchanging or registering the transfer of Series 2026 Bonds. SECTION 12. OWNERSHIP OF SERIES 2026 BONDS. The person in whose name any Series 2026 Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal, redemption premium, if any, and the interest on any such Series 2026 Bonds, shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2026 Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 13. SERIES 2026 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Series 2026 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, cause to be executed, and the Registrar shall authenticate and deliver, a new Series 2026 Bond of like date and tenor as the Series 2026 Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds shall be issued in exchange for Serial Bonds) in exchange and substitution for such mutilated Series 2026 Bond upon surrender and cancellation of such mutilated Series 2026 Bond or in lieu of and substitution for the Series 2026 Bond destroyed, stolen or lost, and upon the Owner furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer and the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Series 2026 Bonds so surrendered shall be canceled by the Issuer. If any of the Series 2026 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2026 Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Series 2026 Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2026 Bonds issued pursuant to this Section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Series 2026 Bonds be at any time found by anyone, and such duplicate Series 2026 Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Series 2026 Bonds issued hereunder. SECTION 14. BOOK ENTRY SYSTEM. Notwithstanding any provision of this Resolution to the contrary, a book-entry system of registration is hereby authorized for the Series 2026 Bonds. So long as the Issuer shall maintain a book-entry only system with respect to the Series 2026 Bonds, the following provisions shall apply: 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 2026 Bonds. The Series 2026 Bonds shall be initially issued in the form of a single fully registered bond for each maturity of each series of such Series 2026 Bonds. Upon initial issuance, the ownership of such Series 2026 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 2026 Bond is registered in the name of DTC (or its nominee), the Issuer, the Registrar and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of such Series 2026 Bonds registered in its name, and all payments with respect to the principal or redemption price of, if any, and interest on such City of Miami Page 7 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 delivery of Notices to DTC Participants shall be the responsibility of DTC and not of the Issuer, 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 2026 Bonds by DTC Participants shall be the responsibility of such participants, indirect participants and other nominees of such beneficial owners and not of the Issuer, subject to any statutory and regulatory requirements as may be in effect from time to time. Upon (a) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the Outstanding Series 2026 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 2026 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 Issuer, the Registrar and Paying Agent and DTC evidenced by the BLoR, or (c) determination by the Issuer that such book-entry only system should be discontinued by the Issuer, and compliance with the requirements of any agreement between the Issuer and DTC with respect thereto, the Series 2026 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 Owners shall designate, in accordance with the provisions hereof. In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange Series 2026 Bonds consistent with the terms hereof, in denominations of $100,000 or any integral multiple thereof to the Owners 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 2026 Bonds and to Payments and Notices with respect thereto. SECTION 15. APPLICATION OF SERIES 2026 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2026 Bonds shall be applied by the Issuer simultaneously with the delivery of such Series 2026 Bonds to the purchaser thereof, as follows: (A) A portion of the proceeds of the Series 2026 Bonds equal to the initial Reserve to Section 19 hereof, all for the benefit of the Series 2026 Bonds, and shall be used only for the purposes provided therefor. The amount deposited from the proceeds of the Series 2026 Bonds and any investment proceeds thereof together with any replenishments thereof shall only secure the Series 2026 Bonds. (B) The Issuer hereby covenants that it will establish a fund to be known as the shall be deposited in the Project Fund which shall be used only for the payment of the cost of the Project. Moneys in the Project Fund until applied in payment of any item of the cost of the Project, shall be held in trust by the Issuer and shall be subject to the lien and charge in favor of the Owners, and for the further security of the Owners. Interest on such monies shall accrue to the benefit of the Issuer and may be used for costs of the Project or interest payments on the Series 2026 Bonds. City of Miami Page 8 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 (C) The Issuer shall pay all costs and expenses in connection with the issuance, sale and delivery of the Series 2026 Bonds. When the Projects have been completed and all construction-related costs and other costs of issuance have been paid in full, the Project Fund shall be closed. All moneys deposited in said Project Fund and the Reserve Account shall be and constitute trust funds created for the purposes herein stated, and there is hereby created a lien upon such fund in favor of the Owners of the Series 2026 Bonds until the moneys thereof shall have been applied in accordance with this Resolution. The funds and accounts created and established by this Resolution shall constitute trust funds for the purposes provided herein for such funds. All of such funds, except as hereinafter provided, shall be continuously secured in the same manner as municipal deposits of funds are required to be secured by the laws of the State. Moneys on deposit to the credit of all funds and accounts created hereunder may be invested pursuant to applicable law and the Issuer's investment policy and shall mature no later than the dates on which such moneys shall be needed to make payments in the manner herein provided. The securities so purchased as an investment of funds shall be deemed at all times to be a part of the account from which the said investment was withdrawn, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund or account, except as expressly provided in this Resolution, and any loss resulting from such investment shall likewise be charged to said fund or account. SECTION 16. SPECIAL OBLIGATIONS OF ISSUER. The Series 2026 Bonds shall not of the Constitution of the State, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Revenues as herein provided. No Owner or Owners of any Series 2026 Bonds issued hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any real or personal property therein, or to compel the Issuer to pay such principal and interest from any other funds of the Issuer. The payment of principal of and interest on the Series 2026 Bonds shall be secured forthwith equally and ratably by, and the Issuer hereby grants to the Owners an irrevocable lien on the Pledged Revenues on such Pledged Revenues and the Issuer does hereby irrevocably pledge such Pledged Revenues to the payment of the principal of, redemption premium, if any, and interest on the Series 2026 Bonds, for the reserves therefor and for all other payments required hereunder. Such amounts hereby pledged and assigned shall immediately be subject to the lien of this pledge without any further physical delivery thereof or any further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer, irrespective of whether such parties have notice thereof. SECTION 17. DELEGATION OF AWARD OF SERIES 2026 BONDS. Subject to full satisfaction of the conditions set forth in this Section, the Board of the Issuer hereby authorizes a delegated negotiated sale of the Series 2026 Bonds to the Purchaser in accordance with the terms of a Bond Purchase Agreement to be dated the date of sale and to be substantially in the amendments, modifications, omissions and additions thereto as shall be approved by the Chairman, in accordance with the provisions of this Section (including, without limitation, making the final determination concerning the structuring and marketing of the Series 2026 Bonds to obtain the most favorable rating and interest rate on the Series 2026 Bonds), and the execution and delivery of the Bond Purchase Agreement by the Chairman and the Clerk shall be deemed City of Miami Page 9 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 conclusive evidence of the approval of such changes and the full and complete satisfaction of the conditions set forth in this Section. Notwithstanding the foregoing, the Bond Purchase Agreement shall not be executed by the Chairman and the Clerk until such time as all of the following conditions have been satisfied: 1. Receipt by the Chairman of a written offer to purchase the Series 2026 Bonds by the Purchaser substantially in the form of the Bond Purchase Agreement, said offer to provide for, among other things, (i) the issuance of not exceeding $150,000,000 aggregate principal amount of Series 2026 Bonds; provided however, the taxable Series 2026 Bonds shall not exceed $50,000,000 in aggregate principal amount, (ii) a commitment fee not in excess of 0.5% of the aggregate principal amount of the Series 2026 Bonds, (iii) a true interest cost of not more than 6.50% per annum with respect to the tax-exempt Series 2026 Bonds and 8.00% per annum with respect to the taxable Series 2026 Bonds, (iv) the maturities of the Series 2026 Bonds with the final maturity of the tax-exempt Series 2026 Bonds no later than July 7, 2047 and the final maturity of the taxable Series 2026 Bonds being no later than July 7, 2047, and (v) an initial mandatory tender date of January 1, 2033 for the taxable Series 2026 Bonds. 2. The Series 2026 Bonds shall be subject to such optional and mandatory redemption provisions and mandatory tender provisions as provided in the Bond Purchase Agreement. 3. Receipt by the Chairman from the Purchaser of a disclosure statement and truth- in-bonding letter complying with Section 218.385, Florida Statutes, in substantially the form Upon satisfaction of the conditions set forth in this Section, the Chairman and Clerk are hereby authorized to execute and deliver the Bond Purchase Agreement, the Series 2026 Bonds and any other documents, agreements or certificates relating to the Series 2026 Bonds, and are further authorized and directed to prepare and furnish to the purchasers of the Series 2026 Bonds, when the Series 2026 Bonds are issued, certified copies of all the proceedings and records of the Issuer relating to the Series 2026 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Issuer as to the truth of all statements contained therein. SECTION 18. REDEVELOPMENT TRUST FUND. The Redevelopment Trust Fund has been created and established as described herein and the funds to be allocated and deposited into the Omni Revenue Bond Trust Fund Account therein, as created pursuant to Section 19 below, have been provided to the Issuer to finance community redevelopment projects within the Redevelopment Area pursuant to the Redevelopment Plan. The Owners of Series 2026 Bonds and any Additional Bonds shall have no right to require the imposition of any tax or the establishment of any rate of taxation in order to obtain the amounts necessary to pay and retire such Series 2026 Bonds and Additional Bonds. SECTION 19. REDEVELOPMENT BOND FUND. There are hereby created and City of Miami Page 10 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 Moneys in the Redevelopment Revenue Bond Fund, other than the Rebate Account, until applied in accordance with the provisions hereof, shall be subject to a lien and charge in favor of the Owners of the Series 2026 Bonds and for the further security of such Owners. The Issuer may at any time and from time to time deposit moneys from any one or more of the funds and accounts established hereby with an Authorized Depository. Any such Authorized Depository shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each of such funds and accounts as herein set forth, and all records of such Authorized Depository in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agents and employees. SECTION 20. DISPOSITION OF PLEDGED REVENUES. The Pledged Revenues shall be deposited immediately upon receipt in the Omni Revenue Bond Trust Fund Account and upon such deposit shall be subject to the pledge and lien of this Resolution pursuant to Section 16 hereof. The Series 2026 Bonds and Additional Bonds issued in accordance with the terms hereof shall be secured by a parity and equal lien on the Pledged Revenues on deposit in the Omni Revenue Bond Trust Fund Account. In each fiscal year of the Issuer, Pledged Revenues shall be timely transferred from the Omni Revenue Bond Trust Fund Account and deposited to the credit of the Redevelopment Revenue Bond Fund upon receipt in an amount sufficient to make the deposits required by Section 21 below. SECTION 21. DISPOSITION OF FUNDS IN THE REDEVELOPMENT REVENUE BOND FUND. Funds in the Redevelopment Revenue Bond Fund shall be applied in each Bond Year only in the following order and priority: (A) First, by deposit into the Debt Service Account an amount which, together with other amounts deposited therein will be equal to the Debt Service Requirement coming due during the then-current Bond Year with respect to the Series 2026 Bonds and Additional Bonds, until there are sufficient funds then on deposit equal to the sum of the interest, principal and redemption payments due, respectively, on the Series 2026 Bonds and Additional Bonds, on the interest and principal payment dates and redemption dates in such Bond Year. Deposits shall be increased or decreased to the extent required to pay principal, interest and redemption premiums next becoming due, after making allowance for any accrued and capitalized interest, and to make up any deficiency or loss that may otherwise arise in such fund or accounts. Moneys on deposit in the Debt Service Account shall be used solely for the payment of the interest on and the principal of and any redemption premiums required with respect to the Series 2026 Bonds and for the other purposes provided by the terms of this Section, including payment on Additional Bonds in accordance with the terms thereof. The Issuer will apply funds deposited for the redemption of the Series 2026 Bonds then subject to redemption in the foregoing manner as will exhaust the money then held for the redemption of such Series 2026 Bonds as nearly as may be possible. (B) There shall next be deposited to the Reserve Account, amounts, which, after taking into account other funds then on deposit therein, will be sufficient to make the funds (on deposit therein equal to the Reserve Requirement; provided, however, that if the funds on deposit in the Reserve Account are less than the Reserve Requirement as a result of a withdrawal therefrom for the payment of debt service on the Series 2026 Bonds due to a deficiency in the amounts available in the Debt Service Account, as provided below, the amount City of Miami Page 11 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 of such deficiency is to be repaid no later than twenty-four (24) months from the date of such draw (assuming equal monthly payments into the Reserve Account of such twenty-four (24) month period). Notwithstanding the foregoing, if a deficiency occurs in the Reserve Account due to the valuation of investments held therein as a result of the valuation required by Section 22 hereof, the Issuer shall cure such deficiency by no later than twelve (12) months from the date of the valuation resulting in such deficiency (assuming equal monthly payments into the Reserve Account of such twelve (12) month period). On or prior to each principal and interest payment date for the Series 2026 Bonds, moneys in the Reserve Account shall be applied by the Issuer to the payment of the principal of, or redemption price, if applicable, and interest on the Series 2026 Bonds to the extent moneys in the Debt Service Account are insufficient therefor. If Additional Bonds are secured by the Reserve Account, the Issuer shall establish a separate subaccount within the Reserve Account to secure such Additional Bonds which subaccount shall only secure the Additional Bonds and the Additional Bonds shall have no lien on or pledge of the moneys on deposit in the Reserve Account for the benefit of the Series 2026 Bonds. (C) Then, to any Registrar, Paying Agent, remarketing agent or similar agent with respect to the Series 2026 Bonds, or to any party providing services in connection with the remaining outstanding Series 2026 Bonds an amount equal to the fees and expenses of such persons accruing in such Bond Year. After making the deposits required pursuant to subsections (a), (b), and (c) above, amounts available in the Omni Revenue Trust Fund Account shall be redeposited into the Redevelopment Trust Fund and may be used and applied by the Issuer for any lawful purpose of the Issuer in accordance with the Redevelopment Act. SECTION 22. INVESTMENT OF MONEYS. Moneys held for the credit and accounts established hereunder shall be continuously secured in the manner by which the deposit of public funds is authorized to be secured by the laws of the State. Moneys on deposit in the Project Fund, the Debt Service Account and Reserve Account (including the accounts and subaccounts therein) may only be invested and reinvested in Investment Obligations maturing not later than the date on which the moneys therein will be needed for the purposes of such fund or account. Notwithstanding the foregoing, all Investment Obligations deposited to the Service. All investments shall be valued at market price, exclusive of accrued interest. Valuation shall occur no less frequently than annually, except in the event of a withdrawal from the Reserve Account, whereupon investments in the Reserve Account shall be valued immediately after such withdrawal. Moneys in the Rebate Account may be invested in Investment Obligations to the extent the same will not cause interest on any Series 2026 Bonds outstanding hereunder to be includable in gross income for federal income tax purposes. Except as otherwise provided herein, including specifically, the obligations of the Issuer with respect to the funding of the Rebate Account set forth in Section 23 hereof, any and all income received by the Issuer from the investment of moneys in the Project Fund and the Debt Service Account (including the accounts and subaccounts therein) and the Reserve Account (to the extent such income and the other amounts therein are less than the Reserve Requirement), shall be retained in such respective fund, account or subaccount until the amount on deposit therein is sufficient for the purpose thereof, and thereafter may be applied for any lawful purpose of the Issuer permitted under the Redevelopment Act. Investment income received from the investment of funds on deposit in a subaccount in the Reserve Account, to the extent that amounts on deposit therein exceed the Reserve Requirement, shall be transferred to the Debt Service Account. City of Miami Page 12 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 Nothing contained in this Resolution shall prevent any Investment Obligations acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. SECTION 23. TAX COVENANTS. With respect to any Section 2026 Bonds for which the Issuer intends on the date of issuance thereof for the interest thereon to be excluded from - (A) The Issuer covenants with the Owners of the Tax-Exempt Series 2026 Bonds that it shall not use the proceeds of such Series 2026 Bonds in any manner which would cause the interest on such Tax-Exempt Series 2026 Bonds to be or become includable in the gross income of the Owner thereof for federal income tax purposes. (B) The Issuer covenants with the Owners of the Tax-Exempt Series 2026 Bonds that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of such Tax-Exempt Series 2026 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause such Tax-Exempt Series 2026 Bonds to be other Person shall do any act or fail to do any act which would cause the interest on such Tax- Exempt Series 2026 Bonds to become includable in the gross income of the Owner thereof for federal income tax purposes. (C) The Issuer hereby covenants with the Owners of Tax-Exempt Series 2026 Bonds that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Tax-Exempt Series 2026 Bonds from the gross income of the Owner thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. (D) The Issuer shall deposit into the appropriate account in the Rebate Fund, from investment earnings on moneys deposited in the other funds and accounts created hereunder, or from any other legally available funds of the Issuer, an amount equal to the amount required to be Fund only for the payment of the Rebate Amount to the United States as required by this Section. If any amount shall remain in the Rebate Fund after payment in full of all Tax-Exempt Series 2026 Bonds issued hereunder and after payment in full of the Rebate Amount to the United States in accordance with the terms hereof, such amounts shall be available to the Issuer for any lawful purpose. The Rebate Fund shall be held separate and apart from all other funds and accounts of the Issuer, shall not be impressed with a lien in favor of the Owners and the moneys therein shall be available for use only as herein provided. SECTION 24. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer represents and warrants as follows: (A) Existence. The Issuer is a community redevelopment agency, duly created and validly existing under the laws of the State of Florida, with full legal right, power and authority to City of Miami Page 13 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 adopt this Resolution, to perform its obligations hereunder and, subject to approval by resolution of the City, to issue and deliver the Series 2026 Bonds to the Purchaser. Upon adoption of such approving resolution of the City, the adoption of this Resolution on the part of the Issuer and the issuance and delivery of the Series 2026 Bonds will have been duly authorized by all necessary action on the part of the Issuer and the City and will not violate or conflict with the Act, or any agreement, indenture or other instrument by which the Issuer or any of its material properties is bound. (B) Validity, Etc. This Resolution and the Series 2026 Bonds are valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights and except to the extent that the availability of certain remedies may be precluded by general principles of equity. (C) No Financial Material Adverse Change. Except as noted in the financial statements of the Issuer or as disclosed separately by the Issuer to the Purchaser, there are no actions, proceedings or investigations pending against the Issuer or affecting the Issuer (or any basis therefor known to the Issuer) which, either in any case or in the aggregate, might result in any material adverse change in the financial condition, business, prospects, affairs or operations of the Issuer or in any of its properties or assets, or in any material impairment of the right or ability of the Issuer to carry on its operations as now conducted or proposed to be conducted, or in any material liability on the part of the Issuer and none which questions the validity of this Resolution or the Series 2026 Bonds or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. (D) Powers of Issuer. The Issuer has the legal power and authority to pledge the Pledged Revenues as described herein to pay debt service on the Series 2026 Bonds. (E) Ratings. The Issuer covenants that it will receive the minimum ratings required within 60 days of the pricing date of the Series 2026 Bonds. SECTION 25. REDEVELOPMENT AREA AND BOUNDARIES; RECEIPT OF TAX INCREMENT REVENUES. (A) The Issuer will not permit the boundaries of the current redevelopment area to be reduced without the prior written consent of the Owners of the Series 2026 Bonds. (B) The Issuer covenants to do all things necessary or required on its part by the Act or other applicable provisions of the law, to maintain the levy, collection and receipt of the Tax Increment Revenues. The Issuer shall exercise all legally available remedies to enforce such levy, collection and receipt now or hereafter available under law. Without limiting the generality of the foregoing, the Issuer agrees not to cause or allow the Issuer to cease to exist or to written consent of the Owners of the Series 2026 Bonds. (C) The Issuer shall take all action necessary to ensure that all of the taxing authorities currently contributing to the Redevelopment Trust Fund shall continue to provide their required Tax Increment Revenues to the Issuer for deposit to the Redevelopment Trust Fund. City of Miami Page 14 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 (D) The Issuer shall not allow the Interlocal Agreement to be amended without the prior written consent of the Owners of the Series 2026 Bonds. (E) The Issuer shall not cause its expenses or other obligations to increase so as the Tax Increment Revenues would not be sufficient to cover debt service on the Series 2026 Bonds and any Additional Bonds at least 1.0x. SECTION 26. ADDITIONAL BONDS. The Issuer may issue one or more series of Additional Bonds or other debt obligations for any lawful purpose. No such Additional Bonds shall be issued unless (1) no Event of Default shall have occurred and be continuing hereunder, and (2) there shall have been obtained and filed with the Issuer and the Owners a statement of the Chairman or his/her designee: (a) stating that he or she has examined the books and records of the Issuer relating to the Tax Increment Revenues which have been received by the Issuer for deposit to the Redevelopment Trust Fund; (b) setting forth the amount of such Tax Increment Revenues during the twelve (12) consecutive months immediately preceding the date of sale of such Additional Bonds with respect to which such statement is made, and (c) stating that the amount of such Tax Increment Revenues received during the aforementioned 12-month period equals at least 1.50 times the maximum annual debt service on the Series 2026 Bonds, any Additional Bonds then outstanding and such proposed Additional Bonds with respect to which such statement is made. For variable rate debt, the Issuer shall assume a rate of interest equal to the greater of (a) 4.0%, (b) the initial interest rate on such variable rate debt plus 1.0%, or (c) the actual interest rate at the time of calculation. If any Additional Bonds are to be issued for the purpose of refunding any debt secured by the Pledged Revenues then outstanding, the conditions above shall not apply, provided that the issuance of such Additional Bonds shall not result in an increase in the aggregate amount of principal and interest becoming due in the current Fiscal Year or any subsequent Fiscal Year. Notwithstanding the foregoing, any reimbursement or payment obligations of the Issuer with respect to any Grant Agreement shall specifically subordinated to the repayment of the Series 2026 Bonds. SECTION 27. NO IMPAIRMENT. The Issuer covenants with the Owners of the Series 2026 Bonds that it will not, without the written consent of the Owners of the Series 2026 Bonds, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to the Owners, the rights granted to the Owners of the Series 2026 Bonds hereunder. The pledging of the Pledged Revenues in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of the Issuer. The Issuer is presently entitled to receive Tax Increment Revenues to be deposited in the Redevelopment Trust Fund, and has taken all action required by law to entitle it to receive such revenues, and the Issuer will diligently enforce the obligation of any appropriate its proportionate share of the Tax Increment Revenues and will not take, or consent to or adversely permit, any action which will impair or adversely affect the obligation of each such taxing authority to appropriate its proportionate share of such revenues, impair or adversely affect in any manner the deposit of such revenues in the Redevelopment Trust Fund, or the pledge of the Pledged Revenues hereby. The Issuer shall be unconditionally and irrevocably obligated so long as the Series 2026 Bonds are outstanding to take all lawful action necessary or required in order to ensure that each such taxing authority shall appropriate its proportionate share of the Tax Increment Revenues as now or later required by law, and to make or cause to be made any deposits of tax increment revenues or other funds required by this Resolution. City of Miami Page 15 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 SECTION 28. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Issuer and dated the date of the issuance and delivery of the Series 2026 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 Issuer to comply with such Continuing Disclosure Agreement shall not be considered an event of default; however, any Owner may take action as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section. SECTION 29. APPOINTMENT OF REGISTRAR AND PAYING AGENT. Argent Institutional Trust, Tampa, Florida is hereby appointed as Registrar and Paying Agent for the Series 2026 Bonds. The Chairman and the Clerk are hereby authorized to enter into any agreements with such Registrar and Paying Agent, which may be necessary to reflect the obligation of such Registrar and Paying Agent to accept and perform the respective duties imposed upon each and to effectuate the transactions contemplated, by this Resolution. SECTION 30. EVENTS OF DEFAULT; REMEDIES OF OWNER OF THE SERIES 2026 BONDS. The following shall constitute events of default: (i) if the Issuer fails to pay any payment of principal of or interest on the Series 2026 Bonds as the same becomes due and payable; or (ii) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Series 2026 Bonds (other than set forth in (i) above) and fails to cure the same within thirty (30) days; or (iii) any representation or warranty made in writing by or on behalf of the Issuer in this Resolution or the Series 2026 Bonds shall prove to have been false or incorrect in any material respect on the date made or reaffirmed; or (iv) the Issuer admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself; or (v) the Issuer is adjudged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the Issuer, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the Issuer, a receiver or trustee of the Issuer or of the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within 90 days from the date of entry thereof; or (vi) the Issuer shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or the State; or (vii) failure by the Issuer promptly to remove any execution, garnishment or attachment of such consequence as will materially impair the Issuer's ability to carry out its obligations hereunder. City of Miami Page 16 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025 File ID: 18635 Enactment Number: CRA-R-25-0076 Upon the occurrence and during the continuation of any Event of Default, the Owners may either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer or by any officer thereof; provided, however, that acceleration of amounts due under the Series 2026 Bonds is not a remedy hereunder. SECTION 31. FURTHER AUTHORIZATIONS. The Chairman, the Clerk, the Executive Director, the General Counsel to the Issuer or any other appropriate officers of the Issuer are hereby authorized and directed to execute any and all certifications or other instruments or documents required by this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Series 2026 Bonds and any such representation made therein by officers or representatives of the Issuer shall be deemed to be made on behalf of the Issuer. The Executive Director is hereby authorized to execute and deliver all documents authorized to be executed by the Chairman. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Series 2026 Bonds is hereby approved, confirmed and ratified. SECTION 32. MODIFICATION OR AMENDMENT. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Series 2026 Bonds except with the written consent of all of the Owners of the Series 2026 Bonds. SECTION 33. 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 34. EFFECTIVE DATE. This Resolution shall take effect immediately upon approval. APPROVED AS TO FORM AND CORRECTNESS: City of Miami Page 17 of 17 File ID: 18635 (Revision: A) Printed on: 12/30/2025