Loading...
HomeMy WebLinkAboutBack-Up DocumentsV op City of Miami F .. * 126SIF $��'�� * Legislation ° R'O Resolution: R-08-0309 File Number: 08-00577 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 6/5/2008 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE INTERLOCAL AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI, MIAMI-DADE COUNTY, MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT AND MIDTOWN MIAMI COMMUNITY REDEVELOPMENT AGENCY TO AMEND SECTION 3.3.1 AND CERTAIN OTHER PROVISIONS OF THE INTERLOCAL AGREEMENT. WHEREAS, the City of Miami ("City"), Miami -Dade County ("County") and Midtown Miami Community Development District ("District") entered into an Interlocal Agreement dated May 28, 2004; and WHEREAS, Section 6.8 of the Interlocal Agreement provides that the Interlocal Agreement may be otherwise amended in writing as mutually agreed to by the City Manager, County Manager and the District; and WHEREAS, the City, County, District and Midtown Miami Community Redevelopment Agency ("Agency") executed a first amendment to the Interlocal Agreement on June 30, 2005 which added the Agency as a party to the Interlocal Agreement, released the City and County's obligation to contribute economic incentive payments to the District as well as amended certain related provisions of the Interlocal Agreement; and WHEREAS, pursuant to Section 2 of the First Amendment to the Interlocal Agreement, the Agency has collected Tax Increment Revenues and has not contributed that Tax Increment Revenue to the District; and WHEREAS, the City Manager, County Manager, District and Agency desires to amend Section 3.3.1 of the Interlocal Agreement so that the Tax Increment Revenues can be released to the District and amend certain other provisions; NOW, THEREFORE, BE IT RESOLVED, BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1 } to execute a Second Amendment to the Interlocal Agreement, in substantially the attached form, between the City of Miami, Miami -Dade County, Midtown Miami Community Development District and Midtown Miami Community Redevelopment Agency to amend Section 3.3.1 and certain other provisions of the Interlocal Agreement. City of Miami Page 1 of 2 File Id. 08-00577 (Version: 1) Printed On: 51412017 File Number: 08-00577 Enactment Number: R-08-0309 Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: {11 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 File Id. 08-00577 (Version: 1) Printed On: 51412017 TY op.y City of Miami City Hall 3500 Pan American Drive F Miami, FL 33133 looser*�,I ;;"" Master Report www.miamigov.com Enactment Number: R-08-0309 File Number: 08-00577 File Type: Resolution Status: Passed Version: 1 Reference: Controlling Body: Office of the City Clerk File Name: Amendment -Midtown Miami Introduced: 5/16/2008 Requester: City Manager's Office Cost: Final Action: 6/5/2008 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE 1NTERLOCAL AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI, MIAMI-DADE COUNTY, MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT AND MIDTOWN MIAMI COMMUNITY REDEVELOPMENT AGENCY TO AMEND SECTION 3.3.1 AND CERTAIN OTHER PROVISIONS OF THE 1NTERLOCAL AGREEMENT. Sponsors: Notes: Indexes: Attachments: 08-00577 Legislation.pdf,08-00577 Exhibit.pdf,08-00577 Exhibit2.pdf,08-00577 Exhibit3.pdf,08-00577 Exhibit4.pdf,08-00577 Exhibit5.pdf,08-00577 Exhibit6.pdf,08-00577 Summary Form.pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: 1 Office of the City 5/28/2008 Reviewed and Attorney Approved 1 Office of the Mayor 6/5/2008 Signed by the Mayor Office of the City Clerk 1 Office of the City Clerk 6/5/2008 Signed and Attested by City Clerk 1 City Commission 6/5/2008 ADOPTED Pass City of Miami Page I Printed on 51412017 SECOND AMENDMENT TO INTERLOCAL AGREEMENT among THE CITY OF MIAMI, FLORIDA and MIAMI-DADE COUNTY, FLORIDA and MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT and MIDTOWN MIAMI COMMUNITY REDEVELOPMENT AGENCY '4q t dated as of , 2008 (M2685489;2) SECOND AMENDMENT TO INTERLOCAL AGREEMENT THIS SECOND AMENDMENT TO INTERLOCAL AGREEMENT, dated as of , 2008 (this "Second Amendment"), is being entered into by and among The City of Miami, Florida (the "City"), Miami -Dade County, Florida (the "County"), the Midtown Miami Community Development District (the "District"), and the Midtown Miami Community Redevelopment Agency (the "Agency"). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Interlocal Agreement (defined below). WHEREAS, the City, the County, and the District entered into an Interlocal Agreement dated as of May 28, 2004 (the "Interlocal Agreement"), a copy of which is attached hereto as Exhibit A; and WHEREAS, pursuant to Section 6.8 of the Interlocal Agreement, the Interlocal Agreement may be otherwise amended in writing as mutually agreed to by the District, the City Manager, and the County Manager; and WHEREAS, the Midtown Miami Redevelopment Plan included construction of Public Parking Garages, a retail shopping center, condominiums, a mixed -use building, and Public Plaza Improvements; and WHEREAS, pursuant to Article III of the Interlocal Agreement, the City and the County agreed to contribute Economic Incentive Payments to the District to pay the debt service obligations on the Parking Garage Bonds; and WHEREAS, the City, the County, the District, and the Agency executed a First Amendment to the Interlocal Agreement on June 30, 2005, a copy of which is attached hereto as Exhibit B, which added the Agency as a party to the Interlocal Agreement, released the City's and the County's obligation to contribute Economic Incentive Payments to the District, and amended certain related provisions of the Interlocal Agreement; and WHEREAS, pursuant to Section 2 of the First Amendment to the Interlocal Agreement, the Agency has collected Tax Increment Revenues and has not contributed that Tax Increment Revenue to the District; and WHEREAS, the City, the County, the District and the Agency now desire to amend the Interlocal Agreement and certain related provisions, so that the Tax Increment Revenues can be released to the District and to otherwise make the changes hereinafter set forth; and NOW THEREFORE, in consideration of the premises and intending to be legally bound, the City, the County, the District, and the Agency agree as follows: Section I. The matters contained in the foregoing recitals are incorporated into the body of this Second Amendment by reference as if set forth herein. Section 2. The Interlocal Agreement is hereby further amended as follows: (M2685489;2) (a) Section 3.3.1 of the Interlocal Agreement is hereby deleted and replaced in its entirety with the following: 3.3.1 The Agency shall contribute Tax Increment Revenues actually received to the District from the Redevelopment Trust Fund annually in an amount, subject to the final valuation adjustment from the prior fiscal years, up to the Annual Debt Service on the Bonds. The Agency shall include such Tax Increment Revenue payments in its annual budget, and shall transfer such Tax Increment Revenues received by the Community Redevelopment Agency by January 1 of each year to the District no later than January 15 of the same year. Notwithstanding anything to the contrary herein, the condition precedent to the Agency's obligation to contribute Tax Increment Revenues to the District pursuant to this Section 3.3.1 is the development of the Parking Garage Component (the "Parking Garage") of the Redevelopment Plan and the Public Plaza Improvements (the "Public Plaza") to the Mid Block portion of the Project. The Parking Garage and Public Plaza Components have been developed, along with 466,867 square feet of retail space and two (2) condominium buildings and a mixed use building with a total of 2,406,592 square feet. Consequently, the Agency is hereby agreeing to, and shall, contribute all Tax Increment Revenue received, subject to the final valuation adjustment from the prior fiscal years, including all Tax Increment Revenue for the years 2005, 2006 and 2007, to the District in accordance with this Section 3.3.1., and thereafter annually until the termination of this Agreement in an amount up to the Annual Debt Service on the Bonds. Notwithstanding anything herein to the contrary, the Tax Increment Revenue payments for the years 2005 and 2006, and 2007, shall be paid to the District within thirty (30) days of the full execution of this Second Amendment. Notwithstanding anything in the Agreement to the contrary, the limitation contained herein that the annual contribution of Tax Increment Revenues contributed to the District from the Redevelopment Trust Fund shall not exceed the Annual Debt Service on the Bonds shall be on a cumulative basis. Consequently, in the event that the contribution of Tax Increment Revenues is insufficient in any year to pay the Annual Debt Service on the Bonds (hereinafter referred to as the "Debt Service Shortfall"), and in subsequent years the Tax Increment Revenues exceeds the debt service on the Bonds for such year (the "TIR Surplus"), the amount of the Tax Increment Revenues to be contributed to the District shall not exceed the Annual Debt Service on the Bonds for such year, together with any Debt Service Shortfall for which Tax Increment Revenues have not been contributed to the District. In any year in which the Tax Increment Revenues exceed the debt service on the Bonds for such year, the TIR Surplus, up to the amount of the Debt Service Shortfall, that is contributed to the District shall be paid to the property owners of record within the District at the time the Tax Increment Revenues are contributed to the District. The District shall distribute the TIR Surplus to all property owners in proportion to the property owner's responsibility for District assessments and may, in the District's (M2685489;2) discretion, be credited against any future assessment due from the District's property owners. (b) Schedule I to the Interlocal Agreement is hereby deleted. (c) The Agency shall be annually compensated for all administrative services rendered by the Agency, subject to the availability of revenue in the Redevelopment Trust fund. Such administrative expenses payable out of the Redevelopment Trust Fund shall be capped at an amount not to exceed one percent (1%). In the event that the City advances funds for the support of the Agency's administrative expenses, the City shall receive reimbursement prior to the disbursement to the District. (d) The City shall be reimbursed by the Agency in the amount of Eighty Thousand Dollars ($80,000), prior to any disbursement to the District, for the cost incurred by the City in the establishment and support of the Agency. Section 3. This Second Amendment may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 4. Except as amended and supplemented by this Second Amendment, the remaining terms and provisions of the Interlocal Agreement is in all respects hereby ratified and confirmed and remains in full force and effect. [Remainder of Page Intentionally Left Blank] (M268548912) IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective officers hereunto duly authorized as of the date first above written. (SEAL) MIAMI-DADE COUNTY, FLORIDA County Manager ATTEST: APPROVED AS TO FORM AND CORRECTNESS County Clerk (SEAL) ATTEST: City Clerk APPROVED AS TO FORM AND CORRECTNESS: City Attorney (M2685489;2) 4 County Attorney THE CITY OF MIAMI, FLORIDA City Manager (SEAL) ATTEST: Secretary, Board of Supervisors (SEAL) ATTEST: Secretary (M2685489;2) MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT Chairman, Board of Supervisors MIDTOWN MIAMI COMMUNITY REDEVELOPMENT AGENCY Executive Director EXHIBIT A Interlocal Agreement {M268548912} 6 • _ d iNT&iIi OCAL AGRESIY M AMONG THE CITY OF MIA^ "RWA AND MIAMF AADB COUNTY, FLORIDA AND MIDT0" MIAMI COMMUNrff DEVELOPhEW DISPRiCT DATED May,. ; `, 2004 IN7<'ERLOGAx., A�RIt�,MENT TMS INIZUA3CAL AGENT (1ho -Agmwan is made and pcegtted the', day of May , 204 song ?be City of Miami, P' wWi % a wunicW corpvretion (the "t Vy Miami -Dade Cotmty, Fiofula, a political aibdivisicn of the State of Florida (tile " o mt^ and the &fidtowa Miami Community Desvolopm=t DUtzW (the ` Districd'I, a local emit of ap=W ptapose gove xxvt established pursuant to Se edon I.01(A)(21) of the Coumdy's Home Rule Chatter (lira Tha fto and Chapter IK Florida Statutes, as amcai! , known as ft Uniform Contmwky DmIcq ne nt Disbict Act of 1980 (9m "Ad" WITNEtSSETH: WURIICAS, it is the pwpose and mb mt of this Agree mat to pornnt- _, jW swhp = the City, the sty mrsd the District to make tilt worst efflaad un of 'th* re " porovcM ro:nurees, aerthority and capabilities by enabling them to caope rka ass the basis of mutual advantage and to achieve the resorts provided for in this Agrees purse of to Section I63.01, Florida Slaloms, larowu as the Florida Intealocal Cwpetstion .Act of I969 (the mCoopmhon Act'"); and WHEREAS, it is the purpose of the Coupmdon Act to provi& a means by which rho Cit); ttse County and the District may a xamise ftinr rmspecdve powers, privileges, and authM4 wbich tarty may have sepwaWy, but w" piers wd to this Apeswma gud dse Coopnod m Act dwy may a xa cise colle cdvely, and WHERS,AS, Section I63.01(5)(f) of the Coopeastion Act provides that an fi tie kxW agm mmt may contain a modal or fanru is for eTiiiably .providing for ad allocrtiml and fin.t m$ capital and operating cxrsts for capita! projects and for the: paymemi of door $avice, including estab3tdnneM of reswx % on bonds, on the bases of the amount of bwxfcts received or conferred by each participating government; and WHEREAS, all of tiro lands contained within the boundaries of the District erns located a drOy wift the boundmies; of the sty; and WHERLrAS, fire Ivfiarni City Coffin adopted Rooludon No. R-03-135 on November 13, 2003, which supparted the petition submitted to the County by Biscayne Development Part = LLC for the creation of aw District; are WRRUS, the District was created by the County pumuarrt to Ordin:ax No. 03-271 sdoptcd by the Board of Coeenty Ceasrzuuaaierzuers of the County on Dommber I6, 2003 and effoctive on Dwember 26, 2003, for the pmpow of delivea igg exrmra coognmity &"Mop:nemt servioess and &ca7ities %*bin and outs &fire boemdaries of the District god W3if$It M, tlu Due act has decdded to undertake tho cwsauom of catma tvadways (witbat and ouW& the boundaries of the District), water gad a+ower fiat* a atawwatar MW109MMIt xrtcmr MOW" and landscape of paging SUMM peu=at to the Act as more Nly de=''bed in Exhibit A —Pat 1 aftdal to dds Agmeamt (tire TrDJect'); ad WHEREAS, in connection with the constructim of the Project, Biscayne Development Pwtness L%C, a Florida limited liability oompmy and p w4ous owner of dl the lands within ea boundaries of the District, or one or more of its affiliates, expects to davr1op a portion of a mixed -use development within the boundaries of the District to W iaaown au Vidtown Miami Otbe "Deve1cp med) and has sold a portion of the hmh withim the District to Developers Uvern od Realty Cbgmrahon, an Ohio corporation, or one or more of its affiliate4 which is acpected to develop the ranaining portion of the Development ONscque, Developnma t Partners LLC and Developers Diversified Realty Corporation and any applicable affiiliate being collectivelyrefernal to as the `Developer'); and WHEREAS, without construction ofthe Prajea the Development cannot be buft and w WHEREAS, upon completion, the Development is expected tv oontain s retail shopping ceamtcr, reade dal oondonximum units with tetml areas, an office tower with re col :teas, roman spmta►eaats, a JIML au entertabancut facility which will include re tail areas and a spa, public plazas, and pwidng facilities; and WHET AS, the Dcftlo maA a cq=W to stimulate ax comic development and growth within the City and the County bencliting dWr citizens and to genste jjSdff 4mt revenues for the City and the County. iar� without lWtsdion, increased ad valorem tax revenue, sales tax rcveane, gas tact revenue, tourist cr convention devobpownt tax mvenue and other fees and charges m1" to the Developmear, and WHMREAS, in light of these sigmificasat material benefits to be rec ivid and exyoyed by the County and the City and their respective residants and the fiscal benefit MdWpaaMd to be received by the County and the City as a adult of the development of the Dmlopualt card in comiderat w for the periarmance by &v District of its obiipdons descr*W in this AgemaM the County and the City have agreed to pattic0de in the devdopment of the Ned by making annual Boonomic Incentive Payments (defined hen in) to the District to help dgfmy a portion of the costs of the Project and as an additional soiree of gutty for The Bonds (da5ued hatK all in wcmldance with the terms of this Agr mnent; and WHEREAS, pursuant to Chapter 163, Part Ili. Floridan Statutes as amended (the "Re&,veiopment Aco, the City and the County desire to came the Cmmumvty Redevelopment Agency (defined herein) to establish the Cmmurdty Redevelopment Area (def neid be reinj, and a mu mumty redevelopmag pion, to enable the Cbmmumly RO&Vdopment Agency to re wove slum and blight within the bornmdaaies of the Community Radevelppment Area; sad WHEREAS, the Rakvelopment Act awnsfers r kvdopment powers to counties with home rack charters snap as the County, which is autlmriaed to'ddegate oatatin of thorns powers to a municipality such as the City, and WMREAS, in the event that ilia Community Redevelmpmeat Aron is established, the County and the City shelf cause time Conu nunity Redevelopment Agency to contribute Tax Im ment ROYearues (defined herein) to the DistriO, and time County and fine City shall retinae the 2 amount of Economic incentive Paymm* to be paid to the District in proportion to the amount of Tax Inca emftt R:avaacnea paid to the District and shall, under certain d , ftwimft their obligations to pay Ecmomic incentive Payments mntireiy, all in iiecotdancx with Article lII of this Agreement and WifB W, the District intends to finwice a portion of the casts of the Project as set forth in morn detail in Exhibit A — Part Z (die 'Fuj iug Garage Pr ell, ft+om the p vm* of one or more etches of Bonds, and a portion of the costs of the Project as set forth is more dried in Exhibit A -- Part 3 (the Tetne al b iwMichrro Project', from the proove a of fho Camty Loan (dcfurodhe rrot); and 'oPBlMAS, in the evemt brat fife County Loan is not provided to the DisWc4 the District Mteaft to dliatr = the Genet infrastructure Project fronn the proo"do of CiOMW bmi truame Project sonde (defined herein); and WB EitUS, the District intends to secure payment of the Comm Loan Brous' the levy of non -ad valtntem spacial asses meats (the "Special Awstmeuta!� sad to smax paymmit of the Bonds tlrt+ovgb Special Asstmortw% Boonomic Jar utive Payments and Tax bunemeut Remaes received unit this Agraeme4 as provided in the Indenture and the Loan Dort ma* and WHMEASs At parties have accatod finis Agrees M for the purpose ofsoft forth (1) the obligations ofthe District is providing the Project M the eotdWons under which the County and fire City ahatl be required to make Economic hicand a PaymdKs to the District (i i) the conditions under which the County and the City #ball cam the aamimunity Re &wdopaeat. Agency to pay Tax lamcni t Revaaues to the District (iv) the amounts to be paid by the County and the City and the ttvuroes f am which the Cauaty and the City may, and may not, make such payments; (v) the oblsgatian of the City and the County to cause the fCbanuumity Redevelopraeut Agency to establish the Community Redevetopm aft AmK and (vn) other specific provisions relating to the payment of Am& by the County and fire My to the District: ana WHICREA,S, in order to equitably Wportiou the burden of the oasts of the Pacicnrg Garage Project, the District shall use the Eoo=3fw Incentive Paymetht rvadvod from duo City and the County and the Tax Increment Revenues received fi W the Community Radeveiopmeui Agency to reduce the suoourrt of Special Aftesmaatr ecwalty collected on each purrs of lead specially benefited by the ?a)* Garage Project in proportion to the amount of Bcommic laeeative Paytaeats and/or Tax b=z=t Revtantres get MW by each suer benefited panel, ail is accordaixe with the terms and conditions of the frtdenture (defined haerin) arnd the SpwW Asseament proceedings ofthoDistrict; and WHEREAS, the ACWW6011, won, fiaaaciskg of tba Project 'almPP�B and constitutes a public pmpm in aaotdanaa with Se Won 166.021, Florida Statutes, and SaWon 125.045, Florida Stahttes, and is in the best inters is of ail of the parties and their respective, Mtdwts and dt ==, 3 NOW 3MRMRE, for and in coWdersdon of the manse gamises set frith above and the sxfvar an% obligations, dudes and ba+sfits od faros its this Apeameut tlsa District, the City and the County agree as follows: ARITCLBI DEFINMOM Section 1.1 Pgbft s. In xdditioa to lama defted W thb the tact of this Agee =ent and W the Yndcaftve the capitalized teunsa set forth bdow shall have the CDUV% ng meanings, unless The context requires a different uzeasriag: "Anaaal Debt S~ shall me = level paymeats of prbxipg and interest on the Bonds each year in acaordmwe with the debt service schedule determined at the time the Rotin& ace issue d. "Bonds" shall tmcan the Wtown IVlmd Community Drvelopmaat Duftict Special Asseuraeat Boras issued irdds. tr in one or more nudes pi raW to the p vvisians of the Iz wtare to Snaace tho Paridag Garage Ptojat '°Bonds" shall snot inch lids Ga ral lis#ra►=uctistox Project Bonu ICertrdiasta of ikcWacy" SW scram a cartifioutte of ocaspaney leased by the City p muar:t to Section 1061 of the Flotida Big Cod:^, `°Ce+wmalty Redcvelopmrat AgaW shall uu m a eosinamgnadymdevelopnot agency ealabiishe d by the City pmumd to the ltmlewelopment Act, with mh powers delegated to it by the County pursnam to the RodavrJopine Act. "Community Redevehtpmeat Am* shall mama tone omnunity redevelopment area agabliaW by the County and the City pormant to the Reknlopmag Act that has an same boundaries as the District and frrmt which Tax Iacrmmt Revarues shall be derived. 'Completed Development Componeat* shall mean. a Development Comporamt with ncspect to which a Certificate of Oomq a icy has boas issued. "+Comct,y Loaf" aball me= oho loan by the County to to District derived from the proceeds of the Section 108 Loan and secured by a pledge of Special As marts in amorda = with the Loam Documents. "Development Compoaeat" shall mean each of the do velopnud compomm listed in Schedule 1. "Eeonomde Isentive Psymeni" shall sera m aanuai gaymco#s to be nwe by ilea city said rho County, respectively, fmm lepBy available Non -Ad 'Valorem Ro:vsam4 payable m accordance with Sdw&de I and Article III of this Agneamaa 4 "Event of ImpassibilW shall mean any OMW govaummUl action. wbdbw legislative, execud" or judicial, with ragaud to ariftum anal a manninetion ar advan xoaing changes that mxWs eonstruetion of the office component of Phase 13 iuttpoxffyle "Pk ntiai Advisor" shall mean an independent fsnanaial advisor wWWd by the Distufct, the (Sty and the County for the purpose of delivering the ceiffmlion in Section 3.4.1(Bx4) of this Agreement; pmvided, however, that the im and exp =w of tie IrmaneW Advisor shall be paid by the Dri*kL "Far Year" shall mean Octobeu I through Segftxaber 30 ofeaub year. "Geaaral InAwtrueture Project BoadsO shall mean otae or more series ofbonds isauW under the Indumtume to finaraw the Geaeasl lafta bucture PMe 4 and say adCtitiond bonds issued to raW all or a portion of she Genera! Infrasauctum Project Bonds or to coo ply the General infrastructure Project. Neidw Eo m=c. tnce:attive Payments rw Tax hwemant Reveates shall be pledged to any such bonds. "Indenture shall mesa the Master Trust bdas tue, as amp and supplemented fmm time to time;, to be entered into by and between the District and Warbovia Baud, National Association, as Trnstoa, in connection with the: izaamoa of tine Bands and the OeaeW lnfiastiuotture Project Bonds, if any. "Low Domaeuts" shall mean the note loam ogre m att and other rotated docmmatts with respect to the County Loan. "Maxlmtrn Atttt*W Debt Serv%" shall mean, as of any pardcular date of cal all 6 m, the greatest amount of Annual Debt Service for the then ant+auet or any future bond ymur. "Nan -Ad Valamin Rrvaeuee stool mom, with respect to the City and ft County, as applicable, all rave.aues of the City and the County derived flan may source whatsoever, odd fta ad valorem taxation on real or pexsonal pmpeaty, which is legally available to nVica the, FcOnoraic iat;antive Payments regniread burin, but only MU provision has been made, by the City or the County to pay for services and progmms which are nmessary for aseatid pro purposes affecting the health, woMm and amity of the iahal t mts of the: City or the County or which are legally mandated by appbeable law. "Propeas Rgmf dual! mean the progm report raq and to be deRvemd by the District to the CS y pursuant to Section 3.2.2 which shall include a dwajoon of the Desveleapmestt Component and a copy of the Certificale of Occaupa q for the dcaWjW De;velopmeat CQMPMmt "Bedebvdepmeat Trust Ffand" shall meats the redeveloper trust fund to be established pursuant to Section 163,387 of the Redova etopmeat Act in which all Tax h=cn ant Revemu a shall be deposited by the Community Redemlopmeaoet Ageacy. 5 "Sedlaa log Loan' shad nu= a loan by ttse U.S. Department of Housing and Udm Development to the County mKier Suction 108 of the Housing and Community Devok p oent Act of 1974 far approximately $20,600,000. "Tax Iutaemat Revtanee shall mean the tax inerment revrstues gwftvbd within the Commmity Redevelopment Area and deposited in fbe RedeMopmAxR Twat Pkmd puttasxant to the Redevelopment Act. ARTICLE H REPRESEIV'1"ATIONS; TMINGS SecSm 2.1 The Cooky routs and watrants as fb9ows: 21.1 Tula County is duly ogpmized and v axing as a political subdivtsiots of Me State of Pbrida. 2.t.2 The County has fall power and Wbmity to eta into ft U nsactions contempheed by this Agreement and to carry out its obligations under this Agreement. 2.1.3 The County has duly authorized the execution and dobvery of this Ag apt, and asummg its due authorization, excm and delivery by the City and the District, this Ag mmd c onsd u cs a valid and 1cgally btnbV obligation of the County, a6rom6le, lit accordance with its urm:s, except to tho axt+ettt that its enfr esbility may be limited by any applicable bomkn ptcy, insolvency, moratorium, reorgank4on or odxw similar tsws aBeatiog creditors' rights gomvffiy, or by the exercise of judicial diact+elion in mcerdamx with genual principles ofequity. Seed** 2.2 The City represmts and warrants as follows: 22.1 The City is duly organized and validly existing as mtmieipal cmpontion umkv dm laws of dw State of plorids. 2.2.2 'The City Maas full power and auz Amity to Bator urto dw uwmetiom catlacupleed by this Agreamatt and to carry out its obligations under this Agmement. 22.3 The City has duly authorized the txecutiott cad delivery of Ibis Agmemeu� and assuming its duo satborization, execution and deRvery by the County aad the District, this Agroaneat constitutes a valid sod legally bhxE* obHptka of dw (Sty, edezvesbdo in accardanoe with its tams, ccmt to the extent flint its affmcability may bo Bruited by any appTic 16 baaiauptcy, hoolvaacy, moratorium, raorpmzstwn or Other dmJW Iaws affectiag aeditam' rights Smeratty, or by the exemw of judicial di3cmtiou in acca U= with ganexal principles of equity. Section 23 The District represents cad warrants as follows: 6 23.1 The District is duly organized and validly wrisft at: a bW tt * of special pub governmeat ender the Act and the Charter and as an itdq=dcot spacial diskW wader Chapter 139, Florida Statutes. 2.32 The District has full power and av&ority to caft into rite trausaclim conterMlated by this Agreement and to carry out its obiigadous under this AVvemat and to issue the Bonds and rho Cenral iubsWchn Project Bonds, if say, pit to the A+ct, 2.3.3 The District has tWy authorized the execution and delivety of this Agreematt, and assuming its due authorization, execution aril ddivrry by the Com>ty and the City, this Aft cote tuEe s a valid and legally Unding oliftelion of rive District, enforceable in acxordium with its to rrns, extern to the cxtcat *at its a>koxabilby may be livrittd by any a+phcable bqbWtqy, insolvency. moratorium, rmpnizatiaa or other simil laws affoging aeditors' Q& generally. or by dw exercise of jneiiraui iliscrawn is aacamdancc with Vaud PrincIple,9 of equity. Section 2A The City and the County agm as follows: 2.4.1 The Canty and City shall 'take ail action necessary to cause the Community Redevelopment Agency to establish the Community Rodamlopmeau Area as soon as practicable, and to amend ibis Agreement to inchAe the Cbmmumty Rode m4opumat Agency as a ply, if Y• Z.4,2 The County and the City shall cause ttn annad budget for the Community Redevelopment Agency to requhm the Community Rradmvdophnart Agwocy to lay Tax r=mmaw Revenues from the C.oromwuty Redevelopment Area to the District amorally In accazdance with Article 111 of this Agree moat. Excess Tax bxreav t Revmues shall be retaitrod by the Corrmnurnity Redevelopment Agency in the Ra&vaioprnant Trust FWW and reamdod to the City and the Canty at the and of each fwal year of the Community Rtdavelopnent Agency on a pre -rats basis in acoordanee with the annual budget and tine Rodtwelopnnent Act. 2.43 The Cowuy and the City" the Cumm%rity Redevelopment Agar sad the Commmity Redevalopme nt Agency to remain m wdsteow and the Tax I mmunt Revenues to remain unVAWLM&&dfflWW (except as cetutempIded by this Agt+oe umt) for so long as the Bonds are outstanding unda the kxkWare. ZAA Ile County and the City shall enter into such agreegeats, and cause the Community Redevelopment Agency to enter auto such a wmethts, and provide su h m nnal mlb mabm and cam the Commnity Redevdopmant Agency to pmvi& such ann al infortnation, as dO be nW=ary to amply with Securities and ExchaRp CwmnisdO Rub 1 Sc2-12 with nspect to the Bonds. The County card dw Chy shalt provide, and came the Community Rodevdapment Agency to Provide, won to the Distrlat necessary for inclusion in tine Preliminary Limited Offering Memormulum and the iamitod Offering 1V etnorandum rdsting to the Bonds, and shall exocaste such closing eaiiiica2ea at the time of issuance of the &ands as shall be reasonably requested by do District and the underwriter of the Bonds as to the accuracy of the irnformation p vAdod by vwA for bau8'iot31•hG`{ ejjL Seefhon 2.5 The District agrees as follows: 2.5.1 The indenture shell provide drat the holders of fire Bonds will be on a parity with tht County Loan and ft General lyaSxsMz t m Project Bonds, if my, witb respect to the Special Assessments, The District shall not pledge, permit a lien to be filed against or member in any manner tbo Special meats, odrar ihran as provided in thins ,Agmmmit, the hAwtare and the Loan Docrmuants. 2.5.2 The District approves the establishment of a Cammm ity Redevelopuzent Area and the Lbnnnunity Rode elgmwnt .Agency by the County and IleCity to ftmd the Tax Inc must Revetwes and ap tea to emend this Apwnent to sold dw Community Itcdevelopn ai Agency as a PatY, if necessary. 2.5.3. The District shalt not dissolve or expand or contract its boundaries for so long as the County Loan is ontsta,ading under the Loan Documents and the Boards are outstanding under the ladenture. Seef m 2.6 It is found and declared that: 2.6.1 Expending public hods to fuasnae the construction of the Project is in the best irueesas of the City, the County and 9w District and their respective citizen and residents. 2.6.2 BxpakI ng public f rode to f m the construction of the Project will serve the valid and important public•piupose of economic developmennt end redevelopment by improving the local intlasauctune of the City and tie; County and ftilkating the developnM of flee Devaloprrrcmt. 2.6.3 11e moan of the Projed and the development of the DoyebpMent will serve the valid and important public purpose of pmt cftg the health and weikre of the c ffi= of the City, the County and the District by fnstedug economic gmw& wift the District and elirnmatarg blight by aftmetiz& creatmg and retaining retail and cmm= ad boifi ss enterprises and residential development in the City and the County. 2.6.4 As part of tie development of the Project, lands within the District will be desipated as a "bmwafrctd site" and will be subject to rernediatian of covirorroteaatal har.arda ARMLE III FINANMG PLAN Secdon 3.1 Generstiv. 3.1.1 Pursuant to the terms of the bndenture, the District shall issue the Bonds to pay a portion of the coats of the Project, and shall levy Special Assessments pu rmant to the Act and Chapter I70, FMrida Su tQtcs, to the extent and in the amount necessary to pay outstanding debt service oa the Bonds, the County 14an and the General h rast'urture Neu Boards, if any. As provided m the Indenture, for each bond year, the District shall evidanoe and certify to the tax OblectN or cause the proPerty apPtaiser tD CET* to the tax WUOCtoi fag' Collecdiwt parsutnrt to Chapter 197, FWda Statutes or toy ancce= statutes, as 4ppli mble, an mnount equal to the Special Asset levied by the Dis riot less the amount of Economic incentive Payments and Tax bovineni Ramues received by the District and available for payment in such bond year: In accordawe with Section 3.2.3 below, the amount of Economic Incentive Payna* to be paid by the County and the City each year shalt be rednood by the amount of Tax immna t Revenues paid by the C.omrnu pity Redevelopment Agency in slob year, and in the avant the eandWom sot forth in Section 3.4 below ere satisfied, the obl ga m of the C malty and the City to cMttrb 6 Economic incentive Payments stub be released. As provided in the due, all Economic beentive Payments and Tax Ia anent Reveatres received by the District will be held by the Tnatec in the Rids :cad accounts cooblished ender the Indenture and dt*mued by the Thastee in accordance with the terms and oonMons of the Indeattr m 3.1.2 In the event that the C.ou* Loon is not provided to the District, the District may issue the General Ia@xstructu m Project Bolds or Mahe ahem" arrangenatrrtts adshctmy to tie Cowity and the City to ftnance the costs of the Clan 21 lhftastnziu a project, as set forth in molt detail in Section 32-4 below. The General k6astrant bin Ptnjeot Bonds shall ba saatted by Special Assmanenta on a parity with the Bonds. 3.1.3 The County and City we not responsible for any other costs or expenses of any triad with respect to the Parking Garage Project other than debt service on the Bonds as OPMly provided for in this AgnoamenL 3.1.4 In tbre eveat Economic Incentive Psymmta mtd/or Tax iautemt Revenues are insufficient to mast the Ammar Debt Service an the Bonds, the District shalt be reaM ible for the dadidcncy, and the District may collect Special Awamme nts to pay for smh defilciewy. Scotian 32 F.corng & Tacaative Psvraents. 32.1 Subject to Subsection 3.14 and 3.25, and Section 3.4 below, the City and the County shall each pay the Econanaic Incentive Payments to the Didtict in the set t1h in Schedule I for each Completed Development Componatt% Provided that such Economic br=dve Payments do not exceed the corresponding Annual Debt Service requirements on the BOW& The Ewb=k incentives Payments for oath Co mglctad Devdopment Compomg as set forth in Schedule i shalt be come payable to the District annually w dw ibad is Subsection 32.2 below, corrmna sing as follows: (0 Economic Inca nova Pa)mects for the Completed DeMopme nt Components for Phase: I shall commeoea in the calendar yea Rowing the calendar year in which Certificates bf Ooaupaney have boar issued for at least ninety percent (90%) of the Developma t Commponents for Pbase 1, whkh stall iw4gde true retail companeck as described in Schedule, I of this Agrveamt, conduning latch and every year. thtrostb% (Mapective of carmates of Occupancy for Development Compo»eais in fume phases) thaocgh the tam of this Agreement, subject to reduction in accordance with Subsection 3.2.3 below and elimination Pursuant to Section 3.4 below, CH) BConomdc Incentive Payments for Compltxal Devciopmont Components for Phase A shall exnmxnce in the calendar year following the easier year in which Certificates of occqa3cy hive bees issued for at least ninety peraw (9004) of the Devetopnu:ni Components for ph= II, which shall i nchoo the GJ ofCca cautxmeat unless develapume(t of the office component is subject to the: oc=em of an Event of bgx)htsibility (such an Event of Irmpowd-Uhty droll not ru>d= the foregoing 9W* mqW reme nt), coadmang each and avay ytar thanafier (krospective of Ccm&uu of Occupancy for Developmesrt Coatoaatbs m fixture pdtsaes) through the teen of this Apmenent, subje d to reduction in ae c rdathoe with Subsection 3Z3 below and clrminWon phnah xd to Section 3.4 below, 322 No later than Jam q 314 of each year during the trim of this Apummt, dw District shall submit a progress mport (tiro "P ogress Reptrrt') to the City, 1110 CowUiy and tltes Commuity Redevelopment Apxy settagg Adh the Completed Devetopanaat Coaapon98% if any, as of January 1 of that year. For cash ConiptdW Dever Component ide nMM in. such Progesa Report, the City droll verify that a Cartificaft of Occupmey wxs issued for each. No latex^ than Deomber 31" of that same year, the City and the County gLa l pay to the District, subject to robction in aocortiance with Subsection 3.23 below, the Economic Joerdvo Payments set forth in Schedule. I due 1br each Completed Dccndopmoe nt Component dwmibed in the Progreos Report, as well as for all Completed Dcvelopmeat Coinponeon dcsatbed in all prior Progress Reports. no District shell uses then Ecouon is Inoeantive Paymv* re roved from the City and the County solely to pay corresponding Annual Debt Service on the Bonds. 3.2.3 ' to the event that the Conrrmmity Redevelopment Area and the RaWalopment That lrhbnd art established on or befoar June 30, 2005, and the conditions WA forth is Section 3.4.1(A) we nsds5ed, or is tin aveut that the Community Reds velopme nt Area and the Wevelopment Trail Fund him established aRex June 30, 2005 and the conditions set g th in Section 3.4.I(B) are satisfied, the obligation ofthe Comity and hire City to oonmlKft F.cmtamic IrAmfive Payme: n to the Disbud d aD be eatingtusheel. In the ovent that the City Redevebmew Area sad the Redevelopment Trust Ford are established after Jvne 3% 2005, and Tax h=unm Revenues arc paid to the District pursuant to Section 3.3 below, the C=gy and the City droll not be required to contribute Economic lhcendve Payer to the District in airy year in wirier the Tea Lbcr=eart Rvver *& cm tsibtrted to toes District am at least equal to the debt service due an the Boo& for that ym. S*e a to Section 3.3.1. below, if the amerant of Tax incrtment Revenues eontn'buted to the District in any year is lea than am Aataal Dab( Se Mce on the Bonds for that year and fire hwa tine Psymyntts have not boeat released purauuaut to Section 3.4 below, the County and tiro City shall make Bounomic Insmtive payments to the District in sat s mount equal to the diffmmot bawom the Ann W Debt Service on the Bonds for that year and &e Tax Indent Revenues received by the District in that year, provided that the aChnn of the Tax hrcrema t Revenues and the Ecea]Omic hatgive Paymaw contributed to the District in any year sba11 not a coed the total Bconm do Incentive Paynueu U due to the District in that year pursuant to Scheduler I attached to this Apv mmt 3.2.4. As a precondition to the obligation of the County and the City to pay Economic Incentive Payments tender this Section 3.2, the County shall have recdvrd approval from the U.S. Dtpa b=M of Housing and Urban Development for the Section 108 Loan, or () the District or the: Developer &W have made &Itxs= aamtgamimts sadit%ctory to the County sad the City to firm= tbn GaWW lafrastructuare Project, which may include, without iiuritadm4 a loan ftm a third party larder or the issuance of Gwaml kifrastractum Peesjed Bonds, notes, bond anticipation motes or other wdd tedncse uuudor the bd== 60cMW by al Assessmentts on 10 a parity basis with the Bonds, and Cn) the Deweloper shall ba" dobvered a letter of irate d to the County said the City regarding certain community ihoen>tivas. 3.2.5. NoWdmtarAng anyddng ocmulned iA this Agreement to the ciontaty, tht amount of Economic Incentive Payments oontabuted by the Camty and the City to the District in each year shall not exceed A=wW Debt Service for that year. Secffou 3.3 JU Inerematt Reverses. 3.3.1 The City and the County desirt to establish the Couununity Radevtlopmommt Area and to carve the Community RedevelQp ment Agency to c ooftbute Tax kmemenot Revr nm to the District f o m the Redevelopment Tmst Fund mmu stly in an ammrd not to cowed Aanw Debt Service on the Bonds. Tk.Cotmty and the City shall cause the Conan pity Redsveiopmratt Agency m include such Tax NTement Revenue payments m tine Cor:maanity Redevelopment Agency's annual budget, and to require tha such Tax .loctament Rcvormes ftcaived by the Co uumaity Redevelopment Ag=y by Yatnua y i of asch year be huef r od to the Dbtrkt no latex titan January 15 of tine scum yew. Notwi�iug anything to the orrery beran, the Conammty Rodevelopm att Agency sbail not be obligated to contribute Tax h ramant Rcvaanes to tdta District urA mcb time as Certificates of Occupancy hm been issued for at least ninety parent (WA) of the Devdopment Casnponennts for Please i'. including the r+aafi compona:4 as desmi al in Schedule I of this Avvaneut. Upon the is=We of such CatiScatts of O=gMY, the Community Redevelopment Agency shall owtib aw Tax Ts atmo t Rev=ms to the Datrict is acomiam with this Section 3.3 in each and every year untU the term on of gz A 1wvi&d, however, in the event that the ire of Caldice" of +Occupruxiy fff at lust ninety paceent (9(P/o) of the total Development C mponents for Phase 11 is not achieved by December31,2007, which shall inclrrdde the Ofte fit, u nlm the dev kprtnemt of the office V=VQAMI is subject to the oexttrrearx of an Event of Imposstbifity, the Cousrmmity Redevelopment Agency shall contribute Tax Irncranart Revenues im scxordayc a wa Section. 3.3 only, for ihose Development Cormpowits far which a Certificate of Occupancy Les been issued by Decarcber 31, M. LVon the issuance of Certificates of Occupancy for at hart ainne* parent (90%) of the total Davelopmeeot Componeats ibr Phase u, the Cornmvmty Rexlevelopm wt Agwwy shalt eontnbutc Tax ina=Mt Revenues to the District in woordanee with this Section 3.3 is each and every year until the you of this Agreane nt 3.3.2 lu the west that the annount of Tax ina mmct Revs mw deposited in the Rrcdrveloprnettt Tract Fund are bmfMatt to pay debt service an the Bonds and the obligations Of the City and the: Cotmty to contribute .F400 vatic Inoentift Fayrnarts have not boar extinguished purmant to Section 3.4, atl of the Tax hwre mentt Revomues ash deposit in the Redevelopment Trust land "be oomtnbuted to the District pmvidod do earAtions foe• sacb Mtn-M&a at Auth in Section 3.3.1 above have beta aadtfled and the Coiutty and ihs City shall provide Economic incentive Payments to the District in an almom l necessary to satisfy such deficiency, in acreodarsce with Section 31 above. I 3.3.3 Any Tax taesemem Revenots on dgwsit in the Redcrvrlvpm�ent Trot Fund in any calendar year in excess of the tents doe grad traneared to the District under dais Agmemw in such year shall be refundod to the Cotmty and 9w City at dte end of each tiecad yosr of dw Commacmity Redevelopment Agency on a pw-rata bs►m in wcordmw with the a> al budget and the Redodopmat Act. 3.3.4 In no cveot sbacll the smount of psymenb of Tim h aceusn t Rrmues coaWbated to the Aistdct exceed the Annual Debt Service mquh meat an the Bonds, The obligation to transfer Tax bwemeut Revenues shalt came when the Bonds are no lnnger outsisoadisrg, Section 3.4 bkm QfXumk Ineerstive hwmt 2bdTa&Mt-. -- 3.4.1 The obligations of fire County and City to cotdrrbntc Economic jace:give Pamments to the District po m=a to Section 3.2 above shalt be wed seed rephced by the Commmuty Redevelopment Agency's obligation to contnbute Tax Incment Revenum pacsoaat to Section 3.3 above, if: (A) bt to event that tbo Community Redevelopment Area and the Redevelopment Ttast Fund sae established no later tban June 30. 2005 and each of elm following conditiems is saWid: (1) this Agmemart is smesded to add the Community RedavdIopment Agency as a Ply; and (2) the District, the CDtrnty and the City agree that the pence mp of Tax h"anent Revenues to be c oavibuwl to the Reevelopmet Trust Fad by the County and the City in each tx,lmdar year while the Bun& are outsua ft sands¢ the bdvnft re, " be equal to the leaser of (i) the maximum pogo a ffiodud by Section 163.387 of the Redevelopmrait Act; which armently lac 95% (tlro `Maxim m Paw ataV), or (j) a persgtcge less dense the Main Peref2 tags but sufficient to sable the Cossmiur 4 MUveloptttettt Agency to pay to too District k each calendar year Tax 1hortment Rvvetmea equal W then debt service on the Bonds in each such year for the rvamining mttm of the Baasds. (B) In the event that the Comity lttxlevelopn>ad Arcs and the Redevelopment T'xast Fund art established after June 30, 2005 sand web of the %tiovcdng conditions is selis&d: (1) the Comfy sad the City arc ewremt on all Bcotsamic bowtive Payments due trader Ni Agee meat; (2) this Apeautnt is amouded to add tine Commumity Redevelopment Agency as a party; (3) the District, tine testy and the City ap w that the pementar of Tax Inozmeut Revenues to be contributed to rite Radevebpaaant Trust Irund by the cotntty sad the City in each caleadar year while the Bonds are 01ts90ding ender LIM lWmb r, shall be 12 equued to die kasax of Ci) the maximum parcestage authorized by Soctiou 163397 of tie; Raievekpwat Act, which cnrxeady is 95% (the ' Aftimurn P "N or Q a paw taga Ica to the Mwdmu m Pawnup but suffaeia t to arable Me Community Radavelopmxat Agency to pay to the DisWd in each odaidw year Tax Inaouirt Rcvcames equal to the debt service on the Bonds in each such year for the ramatining term of the Rok and (4) tbbe Mandel Advisor cortiSes in writing to the District and du Trustee for the Bonds, that fcmds on deposit in the Redevelq=cd Trust Fund in the caareart calendar yea an sufficient to enable the Comzzunity Rcdcvelopmatt Agency to pay to the District Tax beremeat Rovw= equal to the Mwdmumr Annual Debt Service on the Bonds. Upon won of the conditions under paragraph (A) or (D) above, the CoMuYs and the City's obligations to coutnbute Economic Incentive Paynmts under this Agreement 4A tetmiruate. Secdoa 3.5 hamet of Bonds. 3.5.1 The District .array issue Bonds in one or mm sa ins to pay the capital coats of the Parking Omp Project iucbdng all casts and ©gmwes mh ted to the issutnnpe of the Bonds; provided, bowe ^rr, the County and the City bane; an opPoitunity to pod6Psto in diomsdow rotating to the structuring and pricing of the Bonds and leave an opportunity to review and dismss costs and expanses raiatecl to the igaa m of the Bonds. The obligations of the County and due City to c wtsz'bute Economic beeutive Paymauta and lire obligation of rho Community Redavelopmexrt Agency to eoatft to Tax inotennent Revenues strait not exceed the Annual Debt Senvace out tdw Bonds in any year. The District may aLso issue Gonall hMstrvaure Project Bonds to finance fire cost of the General kahstxucture Ptoject and all costs and erpausat jointed thereto in the event that the County Loan is not proyided to fiat District 3.5.2 Then District may issue additional rofrunding Bonds pwvicled the tnattuity on the refandiag Bonds does not exceed the Maturity om the rebmded Bonds and to aggmpft debt service on the refunding Bonds iz equal to, or less thM the debt service on the re funded Bonds, 3.53 The District nW, subject to Subsection 3.5.1 above, jam eampled m 'bands uncdar tW Indwan to pay costs t ud exceed $5I,204,019, the astimated cost of the Paring Garage Project to be financed tirroagh the issaanx of the Bonds. The County and lire City ahali not be obligated to m1trib ute Boonomic incentive PaMeats and tbo Community Redevelopaneant ASazy shall not bo obligated to coot dbute Tax Irx= mt Reve3uea to pay debt service on roclt completion bonds. 13 ARTICLE IV COVENANT TO BUDGET AND APPROPRIATE, Semen 4.1. The City and the County each covenant and "to app mprriate in their respeata annual bum, by amendruest, if necessary, Ikow Non -Ad Vaiorom Revmsucs lawfully available in eaGb Fiscal Year, amounts sufficient to pay rite Economic Incentive Payments when due pnrsuaatt: to On Ag WMM provided► tlmt Such EorWmc mesa live Paymeaatts shall not acceed the debt service an the Bonds in any FmW Yew, leas the amount of Tax isic or ant Revenues paid to the District in sun year. Such covenant scud agndemeai on the part of the City and. the County to budget and appropriatt sunk at DMU of Non -Ad Valorem Reve"nuesr shall be con udstive to the cadent Economic Huelva; Payments pursuant to this Agre nnem remain unpaid, and shall contimue until web Econorok kwentive Patymants am paid, provided, bowever, such covenant and agreement shall tercAnate ounce tiro obligatim of the County and tht City to nuke Bamook baceaadve Paymeaats are =MW ished pursuant to Section 3.4. Notwithstanndiag the foregoing covannaat of the City and the County, the City and the County do not owner tt to numtain any services or pavgramrs, now provided or manamod by either the City or the Coataey, which peen to Non -Ad Valme m Ravrnum Settles 4Z. Such coved to budget and approbate does not create any lien upon or pledge of Non -Ad Valovan Revenues, nor does it preclude the County or the City from pledging in the fittun their Non -Ad Valonxxa Revcoues, nor clues it rcgm'm the City or the CM ty to levy and colled any particular Nora -Ad Valm m Revenues, aar does it gives the District a prior claim on the Nowt -Ad Valorem Revcmca of the City and tin County as opposed to claiats of gmaw creditors of the City or the County. Such coveasrat of the City sand the Cowry to appropriate Non -Ad Valorrm Revenues is subject in all teagmcts to The paymenit of any obligations tiaoa vd by a pledge of Non -Ad Valorem Regetutes prior to or subsequent to the date of this Agnment (including the payment of debt smvice on bonds ad other debt ha tuments). However, the covaaant to budget and VpWrWe in tine C'ity's and the CauuWs Vaud aatcval badger for the purposes and in the manner stated in this Agaaeateot shall have the of ed of malting available in the manner described in Qtfs Agnecmart, Non -Ad Vaiwan Ramn and placing oil the City and the County a positive ive duty to appropriate end budgeet, by w aesarlatsat, if noeessay, smounta sufficient to meet their re vs obligations of malmtg the Economic Inamtive Payr neon% to the extent required by dais Apvew 4 u bjc c4 however, In all respeeb to 9w restrictiom of Section 166.241, Florida Statutes, and Section 129,07, Florida Statam which provide. in part, that the Bove ruing body of each such municipality anus oou uqy rmpectively, MWW aappropeiatioas for oath Fiscal Year which, in any one faecal year, shell not exceed fire etaotmt to be rearaved from taxation or other resvem so uom and subIcat further, to paymeaus for seM cs and paograaas which are essential public purposes affecting the bearitb, wctbm and safety of the iubbibmts of the County and the City at which am kgally mandated by applicable law. Setsins 4.3. The Feuds ar1sa11 not constib t a Smaal aobligation of the City, the County or the District within the Meaning of any cwmstitutionai or statutaa<y► provisiau or limitation or a Pledge of the CIO, the Couuty's or t1. District's full faith and axv* but alaal[ be secured by and payable as to Witeipal, premium, if any, and it:satnat xokly Liam the "Pledged Revenue as defimd In the lt0oft1m, inclutrog primarily the Special As ads, the Econornk bwa ntive Payments, and the 'Tax kwrermt Revenues is the manner descxlbed in the hulauttm 14 AR"CLE V MMUC INMWTRUC'PUU DMOVEMENTS Seethm &L l o-*Artvt sad Traft Skutts. As part of the ProJeck and pmvmnt to the Act, the District shall 8tad and construct ntw roadways witbin ibe 'bodes of the Distriat wW end and improve ouUm existing roadways outside the bomAWos of the District. In particular, the District ftff fund and constrwt celtain now road%mys within the bouadaries of the District They arc East Coast Avenue (NE 3P Street to NB 30 Street); Midtown Boulevard (NE 3e Sired to NE 29* Streety, NE 3e SIrW (East Coast Avenue to North Miami Aveauej, NE 34s' Stred (East Coast Ave rwo to North Kzmi Avant); NB 31a Street (Midtown BoWc and to North Miami Ave=). Bum Vista Aveaw (NE 360 Street to NB 32'4 Street); M 35* Street (East Coast Avenue to Midtmm Boulevard); NE 30 Sued 9AW Coast Avenue to Midtown Boulevard) (colI;eC6V lg, the `New Roadway$" f r Bast Coast Avawe, whnrh 90 be owned and maintained by the District, tine New Roadways sisall be coostrutted within public rights of way. The District shall also fund and improve retain roadways, wbich are located outside the boundaries of the District They are NE 29* Street (between East Coast Avenue and North Miami Avewe) and NE 346 Street (between the District's eastern boundary line and NE e Avenue) both of which art owned and operated by the City (the "improved City Roadways'); and North Miami Avenue (between NE 2941 Avenue and NE 361e Strad) and NE 2W Avorwe (appmximatoly XY north and south of tlra h tersectionj, both. of which am owned and opwabd by the County (the Improved Cmity Roadways"). The improvements to dw ltnprovod County Roadways and the k proved City Roadwayx shall be wWu public rights of way of the County and the City, respoctivtly. See Exhibit B prepand by the District's Consulting Enginew tier a more complete plete description of the roadway bapnaverrmemts. The, District shalt also final and construct babe now- tra6Se signals ai North Miami Avenue & NE 30 Street; NE 2M Avenue and ?M 341a Suw-, wd Buena Vista Ave = and NE 36e Strut. The District shall agree to fiord the costs of cnhxwed maiitrnat= ibr the roadway improve me nts pumuant to a submquag agreement to be wtexed into by the City and the District. Section 5.2. P9biit S,pae r . As part of the Project, and pursuant to the Act, the District Shag also fixed aid construct public spaces, which will be owned and maintained by the DWict. The spaces are $ away descriltnd as three public plazas on the east edge of Midtown Boulevard located at the intetmmkons of coutigtmus &avelvpn wt paresis; one pnblio span located on the west side of Buou Vista Avmc between NE 3e Street and NE 30 Street; one public space with a fouatak located in the block abutting NE 361h Stre d. betwom Buena V"asm Aveatae and Midtown Boulevard; and two or three linear panics along the wrest 4& of Midtown Boulevard. The public apacas may consist of la xiscapin& foanlsins, beaches pwhcin& decorative: Ughting. pavers and other appurtenances. 15 Amcaw w CENYMAG PROMONS Section 6.1 Tenn of Am= 77ne term of ibis Agremuct shall apim on the date first the Bonds are no longer outatmu bg mulct the Indenture and the County Loan has bean satisfied (tie " rcrarn'� Sine obligatin of the City and the County to make Economic Ineeaht7ive Paymeuhts and the obligation of the: Community Redo-4opment Agency to make trams of Tax Inc =eat Revemua shall cease on the date the Bonds are no longer outstanding under the Indenture, evert if mch date is eadier flan the end of the 'Team, Provided, imwevesr, first tie obligations of the County and fibs City to make Bcohmn da b=dve Paymetds may cease earlier pursuant to Section 3.4. S___Lcdon 6l. Execution. In Co►mtearaats. This Agroeanemt shay be srmuhacneoflsiy executed in savad camtetparts, each of which shall be an original and aid of which hr 4 constitute but one and the same fiat umetht. Section 63. L&WIgono -Gymmmi Lixbitity. Nothing in this A "I be deemed a waiver of irmournhy Emits of Iiabik of either the City, the County or the District beyand any Adutory limited waiver of frommity or limits of N*Mty contained in. Section 768.28, Florida Statnrtes► as smmded, or other statute. Nothing in ft AgTeetnent shall inure to the benefit of any third party for the purpose of allowing any claim, which would ottha*W be barred tmde r the Doctrine of Sovvrdp Immunity or by operation of law. No cove rwa stipulation, obligation or aghe;er cnt contained in this Agramentt shall be dmued to be a coveman� stipubtion, obligation or agteenoW of any prey or fate re metabor of the governing body or agent or employee of the County, the City or the District to its. his or &d r individual capacity, and, neither the meanbe:rs of the governing body of the County, the City or the District nor any official axwoting this Apearnad dW be We personally or shall be subject to any aocou ntsWity for reason of the czaaWoo by the County, the City or the District of this Agnoea=t or any related act Section 6.4. DPAW Each of the parties shalt give the other Patties written notice of say defauk barber tms Agc=wnt and shall slow the defaalting patty 30 days $om the date of its receipt of such notice within which to cure any such default or, if it cannot be eared within the 30 days, to commence and flieraaftar diligently p=w to cxmVtetiat good faith efforts W eEect scab cusa and to thereafter notify the other partit s of the actual cure of arty saeb do hull. su ion 6.5. All notice, requests, co=wts and other cotummucatione shall be in writing ashd shall be deiiveretl, mailed by First Class Mail, postage prep "or ovaziglrt delivery =vice, to the parties, as follows, If to the: City. 7bo City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Atte a*n: City Manager 16 With Copy to: City Attorneys tiro The CityofMim* Florida 444 S.W. a Avenve, Suite 945 Muni, Florida 33130 Aumdon: CityAUWW if to the Cownty: Miami -Dab Cmt3 Fknlda Sit hen P, Clark Ceram 11I N.W. is Street, Suite 2910 Nbmi Florida 3$128 Attardm County Manager With a Copy to: Office of am County Attorney Mine Dade County, Florida Stephen P. Clark Carter l l l N.W.I'm Sheet, Suite 28t0 Miami, Florida 33128 Attwhow County Attom►cy U to the District_ Midtown Miami Community Development District c/o Seveaa Trait Scrvicex Inc. 210 N. University Drive, Suite 802 Coral Sptbq , FiarWa, 33071 Attention: District WWwSw With a Copy to: Junin& eoedae, Heath, Lyka, Mauro & 888 3'a Avenue, Suite 301 Fart LmWardaie, Florida 33316 Att a: Dennis Lyles Section 6.6. Aft oar Trae>$fer. Except with respect to the District's pledge of Economic incentive Paymetis and Tax I wmvent Rcva = to the Trustee under the Lukatnre to secure the Bonds a party may not assign or trumsfcr its A02 or obligaaom under ties Ag rwmeAt to another unit of local gova=eat, poultice] subdivision or ageaecy of the Stato of Florida widmt the prior vaittem concert of the other party or to a private party or eeatity. Section 6.7. MW Effect. This Agreement shaiJ be bi ift to = sad shall lame to the bait of the City, the County, the District, and th* mgmctive vxcessors. Secdon ". Aznmdg= and Wavers. Any woetAma t to or waiver of any provision of this Aptement must be in writing and mutually agreed to by the District, tha City Manager and the. Cm* Manager, provided, however, that any amendment or waiver that is material or muha in a substantive change in the County', or the CWs obligations under this Agrxruw shall be m A je a to the appmv81 of the County Commission or the City Commission, as the case may be. For the purpose of this Section 6.9, 'Imterial" and "Substseve change" 17 shall refer to onerndrnants or modificatiew to this AVv=eW that affect the amount or duration of Any Economic incentive Payments, the tam of thin Agrom=14 or an irnxease iu the size or scope of the Parking Garage Pw mt Swdm 6.9. Wig. After Approval of this AgrommW by Ow regwtive govwmr mg bodies of the City, the Comity, and the District and its exeett6w by dw duly "difzed and authorizod officers of each of the parties, the District shall cause Buis Agreement to bo Sod with the Clerk of the Circuit Court of Miami -Dade County, Fibzida, in accordance with the requirements ofSection 163.01(l1j, Fkni'Ida Statutes, Sefta 6.10. &PAMlrle Law and This A.grxWW and its provisions tthell be governed by and consumed in somtsace with the laws of the State of Florida. In any ae don, in equity or law, with respect to the eafmcemetst or intetpre Worn offt Agr=mt, vom shell be is the Courtly. Section 6.11. ,Save bgl' ' y. If any part of Us Aft is hell by a cm of competent jur"etionto be invalid, illegal or urmfntceable, such imra[id, illegal or unenforceable part shall be de mod wymablo and the nx nabimg pads of this Agmemnt stall continue in full force and effect provided that the rights and obliges of the parties are not nwerialiy prejudiced and the intentions of the parties can continue to be effected. Sectiae 6.12. gagm Arueement. Then insttvrawt ad all Ste attached exhibits and schedules cotnstitute the entire agreement betwom the pattim and supraodes all ptavious discussion, mdamndmp and agmernents betwom the parties rcldmg to the subject matter of this Agreement. [Remainder of Page hdm ionfiRy Left Blank] 18 M WITNESSWi OF, dw Cit)r the County, and the District have each ca mW tbx Agmmert to be axwuted and delivered as ofdw date iodic W above: (SEAL) " M �sisr Co T� Administrator 19 MIAW DADE COUNTY, PWRIDA SMS Zo mmlw APPROVED AS TO FORM AND LEGAL rwwcd T. He ammn, #9 Cbuaty Attcrwy CTTY OF h� oa M Cmesafk m of State ofFlorida/"-% . (SEAM,) ov 0-111 , v 20 MIDTOWN TI+fiAN CON MI NffY DEVEU3PMENt' I7t&TPJrT The fallowing table lists the m ptoveme+ nts and the esdmaLdd cost ofthe Praject: lf�pl+ovemeata RoghVer Waftroew+er Drainage Str+xtacapo/l.amelsrsape PIRS #Pl OVOMll UVWY ntetstc Puking 0ata80 M Iock Plaza & Misc. Public impmuvemmts TOW E4hmW Cost $5,597,737 2,290,822 2,791,286 6,387.668 510,013 3,617,019 5.136,166 45,337,889 1,,866.13t1 WAMM The following table lists the improve mesnts and the estimated cost ofthe Parking Game PrOiWL pktngamsm Mk block Plaza & Misc, Public Impmve rnzats TOW hat FAdmied Cod $45,337,889 5,866.1 The following table lists the irtsprovements and the estimated costafthe General lnfrutzuctum Project: Yamravemenb Wawdscwer Dmbov S"VWVINIMVIs� kri8" Plaza t# pI Overall hwovem" Tots! 99 $5,597,737 2,290.822 2,791,2N 6,387,668 510.013 3,617,019 �Er�-AKIWTii.� * The Dimicx a xpoatr to finance; portion of else cessemd Inf weacme Project With + 024a Fant mach oomtebuQed by mvimm pvaamxnw es6d= FathiM A i Roadway Improvements Roadway Improvements. All wads will be dadpW and constructed in accordance with all applicable jurisdictional agency standards. (to. Miami -Dade County, City of Miami. or Florida. Department of Transportation (FDM Roadway construction will include sub -grade bay, curbing, sidewalks, signage and stripm& Roadway lighting well be six mb=W along the roads within the District Roadways outride the Boundary of the Dbtrkct (Off -We) N. Miami Ave. The improvements consist of Ming approxh natoly 2,350 & of existing, 4-lane urban roadway. The pmposed caster mad us will be located betty= NE 32 stred and WE 34 street. There will be sections of on -road, municipal parallel perking on the East side of the rigbt-of-way tocatai: betweeat NE 3e St dad NE 354 St. with a caatam of appw bnat+ety 50 I from each respective inteectiom There will be dedicated left tarn karma where feasible fivm NE 29* street to NE 30 dreet. NE 3614 St Tkls is a state road. The improvements consist of reconsbueting spproximetalY 2,100 f. of existing, 4-lane urban roadway. The proposed cenW mediatsa wM be located between where feasible. NE 29* St. (West of R/R). The impmvemeats consist of l+dcaa tcting appttrximately 875 B. of existing, 4-lsuse urban roadway. Whesc JeWbte tbun will be municipal parallel parking on both sides of the road. Roadways inside the Boundary of the Dbtrlct (On -site) Buena Vista Ave. The improvements consist of cond=* apprwdvataly 1400 ft of new 2- lane, urban roadway. The mad, which tuns from NE 3e St. to NE Ile St., will have on -road, municipal parallel parking on both its East and West sides, Ibe parallel parking on both sides will run on the entirety of the street, but well provide approxfinately So-100 ii, of clearance as Extubit B-1 needed at the moons: North: side ofNE 3e St., both the atulb and souuh sines ofNE 34 St end the South sida of NE 366 St., resgcc"y. Micitowo WL The meats consist of construc&S app w mately 2,450 IL of new 2- ]ane; uimat roadway from NE 29* St. to i+iB 3e St. IU .roadway will have oa-mad, municW parallel parking on both its east and vrest sides excijft approximately 50-1001 of clearance as needed on both sides of each of the tespwtiv{e intarsectiord as needed: NE 29h St. (North side only), NE 31't St., NE 3204 St., NE 340 St. aunt NE 366 St; (South aide only). F,est Coast Ave. The improvements consist of constructing approAnately 1,800 & of 2-bw urban, roadway from NE 300 St. to NE 356 St. The roadway will include on -mad, M aWkadiug parader parking on. the Weal side only. The parallel parking will rim along the entire kq* of the avanve, and will provide aPvxhuataiy 50-100 & of clearance as aeaded on both sides of each respective street as needed: NE 30 St. (North aide only), NE 3e St, NE 30 St. and NE 350i St. (South side only). NE 30* St: TIM itnprov+rmC= will conalst of condrticting approzitmstely 350 IL of urban, 2- lane roadway fl nt NE la P1. to E. Coast Ave. Ile roadway an't1 inebrde otrroad, municipal Parallel pig on both its north and south sides, providing approximately 75-100 & of clearance as needed at each of the respective intersections: NE 14 PI and R Coast Ave. NE 30 St. Tile hWOVsmarits v"11 consist of cxiasMWting approximidteiy 600 IL of unbar; 2- Ime roadway from N. Mami Ave. to NE 14 Pl. The roudvvey will include on -road, municipal parallel pinking on both its north and south sides, providing aMoxhustely 50-100 ft of clearance as needed at each of the rospective intersections: N. Miami Ave and NE 1 a PL NE -ve St . The improvements will consist of constructing approximately 375 R. of urban, 2- bme roadway from NE 1A PL to B. Coast Am Tin roadway v mill include on -road, municipal pro W14 parting on both its north and month sides, providingapptoxbWely 75 It of ckmance at tech of the respective iaten wtions: NE Id PI xnd E. Coast Ave. NR 32rd St. The improvements will consist of oonstuctirtg approximately 1,050 R of urban, 2- isne roadway from X Marni Ave. to E. Coast Ave. The roadway will boluds on -roast, Exiubit B-2 municipal garaRcl parking on both its north and south irides, providing oxha*Wy 50-100 & of clearance as ra cried at each of the respective intersections: Past side of N Harm Am, East and Wcxt sides of Market St. and NE 1# PI., acid West side of E. Cost Ave. NE 34a' St; The iaprove arras will consist of oonOucting appmx3 i&Wy 1,175 B. of u6sa, 2- lane roadway from N. Miami Aver. to E. Coast Ave. The roadway will inchtda ou-road, municipal parallel parking on boot its north sac) souib sift along its icn^ providing a�tanzatay 5t1-140 ft. of clearance; as neexloc! at each of rho respective iatcraai.�iems: Past aide of N. Miami Ave., East and West sides of Market St. and NE 10 El., m d West side of R Coast Ave. It the center of the right-of-way thewwill be medians along the lento of the roadway, providing approximately 50-751 of clearance as needed at each of the r+egwdve k t wctions: Fast side ofN. Miami Ave., Lust and West sides of Market St. and NE 1't n, and West side of E. Coast Ave. Exhibit B-3 Annie lwmdve paymelb See attached. %A4 4RVoAIMMV131661CQ. OIOD 547-04 Miftm Miami IIimiocd Agroamt iced line Ldoc Scbwwc I-1 Schoduie 1 Economic ftw*nWe Payments (EJ.P.) Dsve(oprmni Compomals By Phases I-- I ConwawAs moat be iserred a Cwwicab of t3ewPawq rto lair Men 09canrl+* 31. 200 E 1. P, per E.J.P. prep, oaep. unit Aar C.M 6q,FUumb unh fuss C.O. Dsvp.Conpnara Oast Sawim Retail 600,0D0 00 60000 kaew.ded Positing a 2.91400 25656 Odlovnn Raze (Public) Carlo To St w Real -Ba(374,50()_p Fi.) 374.50000 37450 1,233.06 $2.07567 $2.55968000 12,559.680.OD 901.: CO Issued' 1.109 76 $2,306.52 42,559.SW 00 Masers a Convonanb anus be Ismail a C01116aass of Omuta" Oro bow ern Desanbar 31, 2007 HaePSis(235.000%q n) 235,00000 2350D Apw1rnWs (292.00D Sq FI) 292.000 00 292 00 pryice f50,00O00 15000 Gordo Twr 02 aW Rea. -Bar (395.500 sq h) 395.500 00 34550 Tclat Phase 11 1 Or2 50 CurnitI the Phase ll I.30556 f2,60212 35.999,36D.00 f5,999,36000 90% GO Issued" 2O7501 $2,89125 55.999,36D.OD Phase ■ Conipme es Carlo Twr a3 -R.9 Aw (395,500 aq. h) M5,000 00 39500 Condo Twr 04 wiftems -8w (395,500 sq h) 395.000 00 39500 Taal Fhaae IN 7Mm Garaded" Phsx IN 3,095 56 51.931 53 l5,997 76000 3599l,76000 MnesoN Coni°^a^1e Cordo Twr eS wlRest Aw(395,500 sq 6.) 395,00000 395 OD Total Phase IV 39500 Curnsrl Live Phase N 3.490.:b 51,716.05 $6,996,96000 15,996.96D 00 Phaaa V Coniponarws C4"60 Twr a6 wrAeer. 8x (395,500 sq h) 395,000 00 39500 Condo Tw 07 wRew Bar (396,500 sq h) 395,000 00 395 00 Total Phase V 79000 Cunubteve Phase V 4.280.56 5140059 55,9%.61000 $5,996,61O0O phase A Corryenw4s " Cando iw 116wM.W. 43a(396,503 sq e} 395,DWOD 39500 " Total Phase VI 39S to GarulaWe Ruse VI 4,675 56 $1.282 49 996 360170 SS 996960 Orr Told Craruterve E IP 54e,13U Thal Crnrulatwe NO Service S3I.546,r3O.00 Upon Construction Completion of Phases " Yer D"P. shot E.I.P. par Tout E.LP Tow Dow Service owrp.Comp. Pr r. Par yr. 'I006I0f3 $32,546,730W 532546,73000 2014 467556 $1,28230 55,993,66O OD $5,99S,a6000 2Oi5 461556 5126322 55,999,70O00 15,999,76000 2016 46T5.56 51.262 70 $6,997.3w 00 35.91111. 350 00 2D17 467556 S1262.96 35.996,660(ID 15,9%,66000 2014 4675.56 Sf,28263 35,997.96O 00 $5997,95000 2019 461556 11.282 18 15,994,9TO W $5,9%.91000 2020 497556 11,253.09 15,999.16000 35.999, 16000 2021 467556 11,26320 $5,999.66000 $3,999.66000 2022 467656 $1.25243 55,996,06000 55.M.0600O 2023 457556 11,26284 $5.998.01000 $3.996.O1000 2024 4615% $1.26315 55999,46000 53,999.4600O 2025 467556 $1.782.14 115,"4.714100 15,944.71000 2026 467556 11.282 93 55,996,410 00 35,996.4100O 2027 467556 $1.28309 $509.r6000 55,999,16f1OD 7078 4675.36 $1.25247 53.996.260 oD 55,996,26000 Z029 4676 M 51.263 06 55.999,O1O w 35.999,01O OD 2030 41M 56 $1.76241 55.996,01000 55,996.01000 2031 4675.56 .51,282.53 55.996,56000 55,9%.56000 2032 467556 11,78204 $504,26000 35,994,26000 2033 461556 11282 85 15,996.060 00 55,996.0w 00 2034 467556 5128216 15,996,2TO.OD $5.996,21000 2035 467556 $1,282.77 $6,997 660 00 55,99700 00 2036 467656 31262.34 55.995,66DO0 55.9%.66000 - 2037 A50140t 947 f150000 Total Net Debt Service , 'Total EIP During Const. Assumplions a Sources: 1 Sousce, for Dwelopnere Compmens. Size and Value vase d%sired from Mrdr 24, 2004 DevdUpment Canpments. Schedule anal Values. (Briggs a Fist kmA. ERUs have been renamed Development Units. Total Jud Value bm hem arnamad Inprovertwals 2. OMi A640AWSps land value vies sp14 50150 Arid nowpotated b the S amoral d epmrrer $ lot the OMa Will Had. 3 Debt Service has Oven updated b toned Apif 22, 2004 tevsims by BOA. 4. Paymerl lot Phase 0 willrevan b Phase i payrrwit anoral allies. Men 90%d the Phase is not msnd a C bhcAe d Occupancy n accordance to Sdadule Phases III 11("We 9". of 9re devebprnenl WAS to have received Cend cafes d Occ pnq, dMawne only Phase I paymM air -.m will Moe throughout the mMup of the Bard. 5. h4sthoo-7opy err ERU devabped by a. FrsHorW dd na'ndnde EfiUs br env Damp paape erd p.za We ewmm,Iad the DeV. (ERU) ails Id Mai mrrpVonant umV the ktbwvp analysis. Total cost of devmkVff nl rot Rates, Archon Tarim 4 Reulars FFAE 1 by 54 Fl. d Reul l5 arrive al coal pr sq n muhpied by a d sq n n ERt7 (Mol Taal seal d PMkrq 6 Plszs i rwmerd pwbq spaces fo amve at a a ss pw parlwg urs Orv7 opal Harr ERO by coal d pwwv um, obterrg the reserq 11 2 rper" wms to 1 Retail Was 6 Type d Devdcprnarl Uses my b: aubMrtuld as deterred n Me Sdndnde as brig r the Cum4eavr PMse Toah re equal b a peals eMn 11e aaaounln s/nwn � Ovf sceredotc for eadr posse. TFas prwis�on does rol apply b Reral DwelopnreA Unf a 7. Defice, r desaibad atgve, oafs be asarf • Csl/rcale d tkageraY ro 4slw fAan Dewrnber 31, TOOT , uAea SIMe Slalule acrid or enwarental mnstraraa psvasN devekger ecvnr sogn.rap Cerlrhule d t3cctparcy by Ne ahxemerr4.rred rlwa. 6 Penopei Asmaw d d Ball $76.705.000 Nd Dap Senwe err sere Bonds rtuat De egwt b v sass sari Yre yearly snaonsaa atrown on IM SdneAle 9 E.I.P Psyrrerss Ia Mrrrs Dote Coway we 40 9% d Tdd E.I.P. ad bt tls Cey 59 i%d Tad E f P. Notes: To41 EP Payment d $2.569.680 00 ksr Prase I Cmsvent owe be ride 0 M leas 90% d the Taal Rex Developmnt Urns we woad a umrhuled Occupercy Total EP Pay-9 of 35.999.360 to False a Caarponela vM be trade 4 err karat 90% ct the Total Ruse Oevetupmera r.uss are issued a Cauhr le or Occw.m:y. a) Eaoraric l towilr a Ptip A pis devWpeeA ire vAf be adlualed —.ive aaey ro ativn for d*very of -th, beMer:n 01 ..d 99%fa Ph— I and Phase 11 Exhibit B First Amendment to the Interlocal Agreement {M2685489;2) FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT AMONG THE CITY OF MIAMI, FLORIDA AND MUM -D.ADE COUNTY, FLORIDA AND MIDTOWN MIA H COMMUNITY DEVELOPMENT DISTRICT AND MIDTOWN COMMUNITY REDEVELOPMENT AGENCY DATED JUNE 0" „ 2005 FIRST AMENDMENT TO THE fl4T=LOCAL AGREEN&7W THIS FIRST AMENDMENT TO THE INTERLOCAL AOREEMENT, dated as of June Y 2405 (this "First Amendrawt"), is by and among The City of Miami, Florida (the "City"), Mmni-Dade County, Florida (the "County"), the Midtown Miami Community Development District (the "District'"), and the Midtown Community Redevelopment Agency (the "Agency"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Interlocal Agreement (defined below). - WHEREAS, the City, the County, and the District enteredinto an Inttxlocat Agmement. dated as of May 28, 2004 (the "Interlocal Agreement"); and WHEREAS, on July 28, 2004, the District issued $73,580,000 aggregate principal amount of its Midtown Miami Community Development District, Special Assessment and Revenue Bonds, Series 2004A (Parking Garage Project) (the "Parking Garage Bonds"), to finance the costs of the Parking Garage Project; and WIFItEAS, on March 24, 2005, pursuant to Resolution No. 05-0194, the City created the Agency with the authority to transact business and exercise powers under and pursuant to Florida's Community Redevelopment Act of 1969, Chapter 163, Part Ili, Florida Statutes (the "Redevelopment Act"); and WHEREAS, on April 14, 2005, pursuant to Midtown CRA Resolution No. R-05-002, and City Resolution No. R-05-0241, the Agency and the City adopted the Midtown Redevelopment Plan dated March, 2005 (the "Redevelopment Plan"% and WHEREAS, on June 7, 2005, pursuant to Resolution No. R-626-05, the County approved the Redevelopment Plan, and WHEREAS, on June 7, 2005, pursuant to Oatmce No. 05-1 D f , the .County anthotized -the creation and funding of a Redevelopment Trust Fund in accordance with the Redevelopment Act; and WHEREAS, each compouent of the Parking Garage Project is a component of the Redevelopment Plan; and WHEREAS, pursuant to Article III of the Interlocal Agreement, the City and the County have agreed to contribute Economic Incentive Payments to the District to pay the debt service obligations on the Parking Garage Bonds; and WHEREAS, pursuant to Section 3A of the Interlocal Agreement, the City, the County and the District may amend the irrterlocai Agreement to release the City's and the County's obligation to contribute Economic Incentive Payments to the District if, among other things, the Agency and j6v v2 Page 2 of 5 the Redevelopment Trust Fund are established prior to June 30, 2005, the Agency becomes a party to the Interlocal Agreement, and the Agency agrees to contribute tax, increment revenues to the District to pay the debt service obligations on the Parking Garage Bonds; and WIiERF.AS, the. City, the County, the District, and the Agency now desire to so amend the Interlocal Agreement,; NOW, TMREFORE, in consideration of the premises and intending to be legally bound, the City, the County, the District, and the Agency agrac as follows: Section 1. The matters contained in the foregoing recitals are incorporated in this First Amendment by reference. Section 2. The Agency agrees to become a party to, and be bound by the terms and conditions of; the Interlocal Agreement. The Agency shall contribute tax increment revenues from the Redevelopment Trust Fund to the District in accordance with Article M of the Interlocal Agreement. The Agency shall also enter into such agreements and provide such information as shad be necessary to comply with Securities and Excl mge Commission Rule 15c2-12 with respect to the Parking Garage Bonds. Section 3. Pursuant to Section 3.4. I (A) of the Interlocal Agreement, the City's and the County`s obligation to contribute Economic Incentive Payments to the. District is hereby released Section 4. The City, the County, and the Agency agree as follows: (a) The effective dates for the creation of the Agency and the Redevelopment Trust. Fund were March 24, 2005 and June 7, 2005, respectively. (b) The annual budget for the Agency shall provide for the payment of tax increment revenues from the Redevelopment TrustFund to the District mrm roily in accordance with Article m of the Interlocal Agreement. In addition, the Agency and the Redevelopment Trust Fund shall remain in existence .and the tax increment revenues shall remain unencumbered (except as contemplated by the Interlocal Agreement) for so long as the Parking Garage Bonds are autstaadiug. Provided, however, that all obligations of the Agency under the Interlocal Agreement and this Amendment shall cease after May 1, 2037, (c) The percentage of tax increment revenues to be contabuted to the. Redevelopment Trust Fund by*the County and the City in each calendar year through May 1, 2037 in which the Parking Garage Bonds are outstanding shall be equal to the lesser of @ the maximum percentage authorized by Section 163.387 of the Redevelopment Act, which currently is 95% (the "Maximum Percentage), or (ii) a percentage less than the Maximum Percentage but sufficient to enable the Agency to pay to the District in each calendar year tax increment revenues equal to the debt service on the Parking Garage Bonds in each such year for the remaining term of the Parking Garage Bonds, but in no event beyond May 1, 2037. A-2 Page 3 of 5 Section 5. This First Amendment nuiy be executed in any number of counterparts each of which shaU be an original; but such counterparts shall together constitute but one and the same instr4unent. Section 6. As amended and supplemented by this First Amendment, the lawlocai Ag=nent is in all respects hereby ratified and confirmed. IN WITNESS WHEREOF, the pasties hereto have caused this First Amendment to be duly executed and delivered by their respective officers hereunto duly authorized as of the date fast above written. {SEAL) (SEAL) •ATTEST: . r 'PTL-41ik Thompson, Clerlt ofthe Board MIDTOWN MAMI COMMUNf!"Y DEVELOPMENT DISTRICT, an independent special district created pursuant to Chapter 190, Florida Statutes ("District") Bruce Cutrigbt, Chairman Board of Supervisors MMTOWN COMMUNITY TMDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Agency`) 7hv-,2 Page 4 of 5 y L. Winton, Chairman . t y s��sa► 'r :.�GflidlAdlg .% %•T+ iollnt ,� + 0 'r O • + t a ATTEST. (SEAL) MIAMI DADS COUNTY, FLORIDA, a political subdivision of the State of Florida (" County" Romp, r APPROVED AS TO FORM AND LEGAL S CIENCI': �i Ge d ` . I4effzman, Attorney THE CITY OF MtAW, FLORIDA, a municipal corpor0mrsf the State of Florida APPROVED AS TO FORM AND CORRECTNESS: 4FJor.a�; zy P"2 . Page 5 of 5