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HomeMy WebLinkAboutBack-Up DocumentsCity of Miami Legislation Resolution: R-08-0309 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00577 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: 11 Printed On: 5/4/2017 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: {1} 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: 11 Printed On: 5/4/2017 City of Miami Master Report Enactment Number: R-08-0309 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00577 Version: 1 File Name: Amendment -Midtown Miami File Type: Resolution Status: Passed Reference: Controlling Body: Office of the City Clerk 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 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. 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 ofMiami Page 1 Printed on 5/4/2017 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 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 1. 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) 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] {M2685489,2) 3 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 County Attorney (SEAL) THE CITY OF MIAMI, FLORIDA City Manager ATTEST: City Clerk APPROVED AS TO FORM AND CORRECTNESS: City Attorney (M2685489;2 ) 4 (SEAL) MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT Chairman, Board of Supervisors ATTEST: Secretary, Board of Supervisors (SEAL) MIDTOWN MIAMI COMMUNITY REDEVELOPMENT AGENCY Executive Director ATTEST: Secretary {M2685489;2) 5 EXHIBIT A Interlocal Agreement {M2685489;2} 6 • _ INT&R LOCAL AGR 1f/ENT AMONG THE CITY OF MVIIAMI, fORIDA AND M AMI DADE COUNTY, FLORIDA AND MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT DATED MM*Ry 146 3004 jNTER9CL AGUEMETT TMS INTERLOCAL AGREEMENT (the "Agreementis made and executed this, day of May , 2004 among The City of Miami, Florida, s ratmicipal corporation (the "C 1ty"), Miami -Dade County, Florida, a political subdivision of the Stereo of Florida (tile "Comity"), and the Midtown Miami Community Development District (the "District), a local unit of special pmapose govemmunt established pursuant to Section I.01(A)(21) of the Comity's Rome Role Charter (tine °Chatter") and Chapter 190, Florida Statutes, u amended, known as the Uniform Community Development District Act of 1980 (tree "Act"). WITNESSETH: WHEREAS, it is the propose and intent of this Agree onst to pernntm jnd authorize the sty, the sty and the District to make the roost efficient use of their respective powers, resources, authority and capabilities by enabling them to cooperate on the basis of mutual advantage and to achieve the results provided for in this Agreement pure tort to Section I63.01, Florida Statutes, known as the Florida Intearlocai Cooperation Art of 1969 (the "Cooperation Act'"); and WHEREAS, it is the purpose of the Cooperation Act to provide a meads by which the City, the county and the District may cx vise their respective powers, privileges. and authority which they may have separately, but which pursuant to this Agiteillellt and tire Coopeationt Act they may exercise collectively; and 'WBEREAS, Section I63.01(5)(i) of the Cooperation Act provides than an interlocal agreement may contain a method or fancuds for equitably providing for and allocating and financing capital and operating costs for capital projects and for the; payment of debt service, including establishment of reserves on bonds, on the basis of the amount of beneftts received or conferred by each participating government; and SAS, all of the lauds contained within the boundaries of the District are located entirely within the boundaries of the City; and WHEREAS, the lvfiarni City Coon adopted Resolution No. It-03-135 on November 13, 2003, which supported the petition submitted to the County by Biscayne Development Partners LLC for the creation of the District; and WHEREAS, the District was created by the County pursuant to Ordinawe No. 03-271 adopted by the Board of County Cozumissioners of the County on December I6, 2003 and effective on December 26, 2003, for the pmposs of delivering certain coon nunity development services and lba7itios within and outside the boundaries of the District and WHEREAS, the District bits decided to undertake the construction of curtain roadways (within and outside the boundaries of the District), water and sewer fscilitiaa, a stonuwater management system, ape sud landscape of parking garages ptueat to the Act as more fhlly described in Exhibit A —Part 1 attached to this Agreement (the "Project"); and I t WHEREAS, in connection with the construction of the Project, Biscayne Development Partners LLC, a Florida limited liability company and previous owner of all the lands within the boundaries of the District, or one or more of its affiliates, expects to develop a portion of a mixed -use development within the boundaries of the District to be iaaawn as Midtown Miami (the "Development") and has sold a portion of the lands within the District to Developers Diversified Realty Cotporatian, an Ohio corporation, or one or more of its affiliates, which is expected to develop the remaining portion of the Development (Biscayne Developnment Partners LLC and Developers Diversified Realty Corporation and any applicable affiliate being collectively referred to as the "Developer"); and WHEREAS, without construction ofthe Project the Development cannot be built; and WHEREAS, upon completion, the Development is expected to contain a retail shopping center, residential condominium units with retail areas, an office tower with retail areas, rental apartments, a hotel, an entertainment facility which w ul include retail areas and a spa, public plazas, and parking facilities; and WHERL4S, the Development is erg to stimulate economic development and growth within the City and the County benefiting their citizens and to generate significant revenues for the City and the County, including without limitation, increased ad valorem tax revenue, sales tax revenue, .gas tax revenue, tourist or convention devolopnma t tax revenue and other fees and charges related to the Devdopnnerr4 and WHEREAS, in light of these significant material benefits to be received and enjoyed by the County and the City and their respective residents and the fiscal benefit anticipated to be received by the County and the City as a result of the developman of the Devehrperatt, and in consideration for the performance by the District of its obligations described in this Agreement, the County and the City have agreed to participate in the development of the Project by staking amnia! Boononde Incentive Payments (defined herein) to the District to help defray a portion of the costs of the Project and as an additional source of security for the Bonds (defined herein), all in accordance with the terms of this Agreement; and WHEREAS, pursuant to Chapter 163, Part M. Florida Statutes. as amended (the "Redevelopment Act"), the City and the County desire to cause the Community Redevelopment Agency (defined herein) to establish the Ccanemmity Redevelopment Area (defined herein), and a community redevelopment plan, to enable the Community Redevelopment Agency to rrarove slum and blight within the boundaries of the Cow► Redevelopment Area; and WHEREAS, the Redevelopment Act transfers redevelopment powers to counties with home rule charters such as the County, which is authorized to delegate certain of those powers to a municipality such as the City; and WHEREAS, in the event that the Community Redevelopment Area is established, the County and the City shall cause the Community Redevelopment Agency to contribute Tax Increment Revenues (defined herein) to the District, and the County and the City shall reduce the 2 amount of Economic Incentive Payments to be paid to the Diettiot in proportion to the amount of Tax Increment Revenues paid to the District and shall, under certain circumstances, terminate their obligations to pay Economic incentive Payments entirely, all in accotdanc a with Article in of this Agreement; and WHEREAS, the District intends to finance a portion of the costs of the Project as set forth in more detail in Exhibit A — Part 2 (the "Parking Garage Pr ject"), from, the proceeds of one or more resits of Bonds, and a portion of the oats of the Project as set forth in more detail in Exhibit A — Part 3 (the "General %atlrasttuct ue Project", from the proceeds of the County Loan (defused herein); and WHEREAS, in the event that the County Loot is not provided to the District, the District intends to finance the General infrastructure Project from the proceeds of General Infrastructure Project Bonds (defined herein); and WHEREAS, the District intends to secure payment of the County Loan through the levy of next -ad valorem special assessments (the "Special Assessments") and to secure payment of the Bonds through Special Assessments, Bconornic incentive Payments and Tax batman Revenues received under this Agreement, as provided in the Indenture and the Loan Documents; and SAS, the parties have matted this Aft for the purpose of setting forth ( ) the obligations ofthe District is providing the Project; (0i) the conditions under which the County and the City shall be required to make Economic Incentive Payments to the District; (iii) the conditions tinder which the Comity and the City shall cause the Community Redevelopment Agency to pay Tax Incsme at Revenues to the District; (iv) the aawmnts to be paid by the County and the City and the sources from which the County and the CSty may, and may not, make such payments; (v) the obligation of the City and the County to cause the sty Redevelopment Agency to establish the Community Redevelopment Area; and (vi) other specific provisions relating to the payment of funds by the County and the tfty to the District; and WHEREAS, in order to equitably apportion the bunko of the costs of the Parking Garage Projet, the District shall use the Economic Incentive Payments received from die City and the County and the Tax increment Revenues received front the unity Redevelopment Ageocy to reduce the annonnt of Special Aaasarueets actually collected on each pared of land specially benefited by the Parking Garage Project in proportion to the amount of Economic incentive Payments and/or Tax Increment Revenues generated by each such benefited parcel, all in awe with the terns and conditions of the Indenture (defined herein) and the Special Assessenait psoceedinga ethic District; and WHEREAS, the acquisition, won, equipping and manning of the Project constitutes a public purpose in ace o danoc with Section 166.021, Florida Statutes, and Section 125.045, Florida Statutes, and is in the best interests of all of the parties and their respective residents and citizens; 3 NOW MEREFORE, for and in consideration of the mutual premises set forth above and the covenants, obligations, duties and benefits set forth in this Agreement, the District, the City and the County agree as follows: ARTICLE I DEFINITIONS Section 1.1 Dentitions. In addition to tams defined within the text of this Agreement and in the Indenture, the capitalised tams set forth below shall have the following meanings, unless the context requires a different wing: "Anniud Debt Service" shall mean level paymeate of principal and interest on the Bonds each year in accordance with the debt service schedule determined at the time the Bonds are issued. 'Bonds" shall MCI the I+didtown Miami Community Development District Special Assessment Bonds issued initially in one or more waits pursuant to the provisions of the Indenture to finance the Ping Garage Project "Bonds" shall not include the amend Infrastructure Project Bond& Dante of Occupancy" shall mean a certificate of occupancy issued by the City pursuant to Section 106.1 of the Florida Building Code, "Community Redevelopment Agetrey" shall mean a community redevelopment agency established by the City pursuant to the Redevelopment Act, with such powers delegated to it by the County pursuant to the Redevelopment Act. "Community Redevelopment Area" shall mama the tiunnmity redevelopment area established by the County and the City pursuant to the Redevelopment Act that has the same boundaries as the District and from which Tax Increment Revenues shall be derived. "Completed Development Component* shall mean. a Development Component with respect to which a C tificate of Occupancy has been issued. "County Loan" shall mean the loan by the County to the District dived from the proceeds of the Section 108 Loan and sectored by a pledge of Special Assessments in accxacdasnce with the Loan Documents. "Development Component" shall mean each of the development components listed in Schedule 1. "Economic Incentive Payment" shall mean annual payments to be made by the sty and the County, respectively, from legally available Non -Ad Valorem Revenues, payable in accordance with Schedule I and and Article in of this Agrreement. 4 "Event of Impossibility" shall mean any official governmental action, whether legislative; executive or judicial, with regard to environmental contamination or adverse zoning changes that renders construction of the office component of Phaae Il impossride "Flxanciai Advisor" shall mean an independent financial advisor engaged by the District, the (Sty and the County for the purpose of delivering the certification in Section 3.4.1(BX4) of this Agreement; provided, however, that the fees and expenses of the Financial Advisor shall be paid by the District. "dal Year" shall mean October I through September 30 dead year. "General Infrastructure Project Bones" shall mean one or more series of bonds issued under the Indeanture to finance the General Infrastructure Project, and any additional bonds issued to refund all or a portion of the General Infrastructure Project Bonds or to complete the General Infrastructure Project. Neither Economic Incentive Payments nor Tax Increment Revenues shall be pledged to nay such bonds. "Indenture" shell mean the Master Trust 1 acute„ as amp and supplemented from time to time;, to be entered into by and between the District and Wadrovis Banlr, National Association, as Trustee, in connection with the issuance of the Bands and the General Infrastructure Project Bonds, if any. "Leen Docamenls" shall mean the note, loan agreement and offer related documents with respect to the County Loan. "Maximum Annual Debt Service" shall mean, as of any particular date of calculation, the greatest amount of Annual Debt Service for the then current or any future bond year. "Nan -Ad Valorem Revenues" shall mean, with respect to the City and the County, as applicable, all revenues of the City and the County derived from any source whatsoever, other than ad valorem taxation on real or personal property, which is legally available to make the Economic incentive Payments rewired herein, but only after provision has been made by the City or the County to pay for services and programs which are necessary for a! public purposes affecting the health, welfare and safety of the inhabitants of the City or the County or which are legally mandated by applicable law. "Progress Report" shall mean the progress report required to be delivered by the District to the City pursuant to Section 3.2.2 which shall include a description of the Development Component and a copy of the Certificate of pteupamcy for the described Development C.ompunart "Redevelopment Trust Pend" shall mean the redevelopment trust fund to be established pursuant to Section 163.387 of the Redevelopment Act in which all Tax Increment Revenuer shall be deposited by the Community Redevelopment Agency. 5 "Section 108 Lou" shall mean a loan by the U.S. Department of Housing and Urban Development to the County under Section 108 of the Housing and Community Development Act of 1974 for approximately S20,600,000. "Tax Increment Revenues" shall mean the tax increment revenues generated within the Comm m ity Redevelopment Area and deposited in the Redevelopment Trust Fund ptusuant to the RedevelopmentAct. ARTICLE II REPRESENTATIONS; FINDINGS Section 2.1 The County represents and warrants as follows: 2.1.1 The County is duly organized and valialiexisting as a political subdivision of the State of Florida. 2.12 The County has fall power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations under this Agreemeai. 2.1.3 The County has duly authorized the execution and delivery of this Agreement, and assuming its due authorization, eon and delivery by the City and the District, this Agreement constitutes a valid and legally binding obligation of the County, enforceable in accordance with its teens, except to the extent that its enforceability may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws abating creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. Section 2.2 The City represents and warrants as follows: 22.1 The City is duly organized and validly existing as municipal corporation winder the laws of the State of Florida. 2.2.2 The City has full power and authority to enter into the transactions contemplated by this Agreement and to carry ont its obligations under this Agreement 22.3 The City has duly authorized the execution aid delivery of this Agreement, and assuming its due authorization, execution and delivery by the County and the District, this Agreanent constitutes a valid and legally binding obligation of the aty, enforceable in accordance with its tams, except to the extent that its enforceability may be limited by any applicable baaiauptcy, insolvency, morato inn, reorganization or other simile/ laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with geaaexal principles of equity. Section 23 The District represents and warrants as follows: 6 23.1 The District is duly organised and validly existing as a local unit of special purpose government under the Act and the Charter and as en indent spacial district under Chapter 189, Florida Statutes. 2.32 The District has full power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations under this Agreement and to issue the Bonds and the General Infrastructure Project Bonds, nay, pursuant to the Act, 23.3 The District has duly authorized the execution and delivery of this Aft, and assuming its due authorization, execution and delivery by the County and the City, this Agreement constitutes a valid and legally binding obligation of the District, enforceable in accordance with its terms, except to the extent that its azlbreeabifiy may be limited by m applicable lanimptcy, insolvency, moratorium, reorganizatiaa or other similar laws affecting creditors' rigbits genially, Of by the exercise of judicial discretion in accordance with general principles of equity. Section 2.4 The City and the County agree as follows: 2.4.1 The County and City shall take all action necessary to cause the Community Redevelopment Agency to establish the Community Redevelopment Area as soon as practicable, and to amend this Agreement to iachzde the Community Redevelopment Agency as a party, if necessary. 2.42 The County and the sty shall caznse the annual budget for the Community Redevelopment Agency to require the Community Redevelopment Agency to pay Tax Increment Revenues from the Community Redevelopment Area to the District al malty in accordance with Article 1I1 of this Agreement. Excess Tax Inrnxneunt Revenues shall be retained by the Community Redevelopment Agency in the Redevelopment Trust Fund and rethsided to the City and the County at the end of each fiscal year of the Community Redevelopment Agency on a pro-rata basis in accordance with the annual budget and the Redevelopment Act: 2.43 The County and the City dealt came the City Redevelopment Area and the Conununity Redevelopment Agency to remain in existence and the Tax Increment Revalues to remain unenamtbered (except as contemplated by this Agreement) for so long as the Bonds are outstanding under the Indenture. 2r4.4 The County and the City shall enter into such agreetneres, and cause the Community Redevelopment Agency to enter into such agreements, and provide such annual information, and cause the Community Redevelopment Agency to provide such annual infatuation, as shall be necessary to comply with Securities and Excitauge Commies'ion Rule 15c2-12 with respect to the Beards. The County and the City shalt provide, and cause the Conmumi y Redevelopment Agency to provide, won to the District necessary for inclusion in the Preliminary Limited Offering lutemorandunn and the Limited Offering Memorandum relating to the Bonds, and shall execute such closing irerrdfiextes at the time of issuance: of the Bonds as shall be reasonably requested by the District and the underwriter of the Bonds as to the accuracy of the information provided by each for inclusion 1htail 7 Section 2.5 The District agrees as follows: 2.5.1 The indenture shell provide that the holders of the Bonds will be on a parity with the County Loan and the General Infrastructure Project Bonds, if any, with respect to the Special Assessments, The District shall not pledge, permit a lien to be f kd against or eatct mbar in any manner the Special dents, other than as provided in this Agtieantnrt, the Indenture and the Loan Documents. 2.5.2 The District approves the establishment of a Community Redevelopment Area and the Community Redevelopment .Agency by the County and the City to fund the Tax Increment Rcvecoea and agrees to emend this Agreement to add the C`,ommunity ltedcvelopmnent Agency es a party, if necessary. 2.5.3. The District shall not dissolve or expand or contract its bouutdarics for so long as the County Loan is outstanding under the Loan Documents and the Bonds are outstanding under the Indenture. Seeder 2.6 It is found and declared that: 2.6.1 Expending public ftmds to fmance the construction of the Project is in the best isuarsts of the City, the Cotmty and the District and their respective citizens and residents. 2.6.2 Expending public ft ds to fine the construction of the Project will save the valid and important publicpiupose of economic development and redevelopment by improving the local infrastructure of the City and the County and faciEtating the development of the Development. 2.6.3 The construction of the Project and the dovelopmnatt of the Development will serve the valid and important public purpose of pmtec Ling the health and welfare of the citizens of the City, the County and the District by fostering economic growth within the District and eliminating blight by attracting, creating and retaining retail and commercial business enterprises and residential development in the City and the County. 2.6.4 As part of the development of the Project, lands within the District will be designated as a "bmwnfretd site" and wd} be subject to nwedistion ofenvironmental haunts ARTICLE Ili FINANCING PLAN Secdon 3.I Generafl r% 3.1.1 Pursuant to the terms of the Indenture, the District shall issue the Bonds to pay a portion of the costs of the Project, and shall levy Special Assessments pursuant to the Act and Chapter I70, Florida Statutes, to the extent and in the amount necessary to pay amending debt service on the Bonds, the County Loan and the General Infrastructure Project Bonds, if any. As provided in the Indents, for each bond year, the District shall evidence and certify to the tax s collector or cause the property appraiser to certify to the tax collector for colUect on pursuant to Chapter 197, Florida Statutes, or any successor statutes, as applicable, an amount equal to the Special Assessmats levied by the District less the amount of Economic Incentive Payments and Tax Increment Revenues received by the District and available for payment in such bond year. In accordance with Section 3.2.3 below, the amount of Economic Incentive Payments to be paid by the County and the City each year shall be reduced by the amount of Tax inch eot Revalues paid by the Comrmnuty Redevelopment Agency in such year, and in the event the conditions set forth in Section 3.4 below are satisfied, the obligations of the County and the City to coolnbnte Economic incentive Payments shall be released. As provided in the due, all Economic Incentive Payments and Tax Incranent Revenues received by the District will be held by the Trustee ill the finds and accounts established under the Indenture and disbarred by the Trustee in accordance with the terms and conditions of the Indenture. 3.1.2 In the event that the County Loan is not provided to the District, the District may issue the General Infrastructure Project Bondi or make alternate snangewents satisfactory to the County and the City to finance the costs of the General Infasizucture Pmject, as set forth in more detail in Section 32.4 below. The General Infrastructure Project Bonds shall be secured by Special Assessments on a parity with the Bonds. 3.1.3 The County and City are rat responsible for any other costs or expenses of any kind with respect to the Parking Garage Project other than debt service on the Bonds as expressly provided for in this Agreement. 3.1.4 In the event Economic Incentive Payments and/or Tax ins mnem Revenues are insufficient to meet the Ammar Debt Service on the Bondi, the District shall be responsible for the deficiency, and the District may collect Special Assessments to pay for each deficiency. Section 3.2 Eamon* Incentive Pa w n1s. 32.1 Subject to Subsection 3.2.4 and 3.2.5, and Section 3.4 below. the City and the County shall each pay the Economic Incentive Payments to the District in the amounts set forth in Schedule I for each Coniplcted Development Component, provided that such Economic Incentive Payments do not exceed the corresponding Annual Debt Service requirements on the Bonds. The Economic incentives Payments for cach Completed Development Component as set forth in Schedule I shall become payable to the District annually as deser sod in Subsection 32.2 below, coxumauting as follows: (i) Economic Incentive Payments for the Completed Development Components for Phase I shall commence in the calendar year fallowing the calendar year in which Certificates; bf Occupancy have been issued for at least ninety percent (90%) of the Development Components for Phase I, which shall include the retail component, as described in Schedule I of this Agreement, continidag each and every year. thereafter (irrespective of Certificates of Occupancy for Development Components in future phases) through the tam of this Agreement, subject to reduction in accoadamc a with Subsection 3.2.3 below and elimination pursuant to Section 3.4 below, (i) Economic Incentive Payments for Completed Development Components for Phase A shall commence in the calendar year following the calendar year in which Certificates of Occupancy have been issued for at least ninety percent (90'h) of the Development Components for Phase I1, which shall include the 9 office component unless development of the office component is subject to the occurrence of an Event of Impossibility (such an Event of Impossibility shall not reduce the keeping 90% requirement), cantinuin each and even? year thereafiex (irrespective of Cadfc ates of Occupancy for Development Components nts in future phases) ffimugh the term of this Agreeent nt, subject to reduction in accordance with Subsection 3.2.3 below and elimination pursuant to Section 3.4 below. 322 No later than January 314 of each year during the term of this Agreement, the District shall submit a pmgccss report (thee "progress Report's to the City, the County and the Comtruucety Redevelopment Agency set* forth the Completed Devetopancat Components, if any, as of January 1 of that year. For each Completed Dever Cbmpone nt identified in. such Progress Report, the City abaft verify that a Certificate of Occupancy was issued for each.. No later than December 31' of that same year, the City and the Cauntyjli pay to the District, subject to reduction in aocordance with Subsection 3.23 below, the Economic Incentive Payments set forth in Schedule I due b each Completed Develocanent Component do anted is the Progress Report, as well as for all Completed Development Components described in all prior Progress Reports. The District shall use the Economic Incentive Payment* received from the City and the County solely to pay corresponding Anrmal Debt Service on the Bonds. 3.2.3 ' In the event that the Community Redevelopment Area end the Redevelopment Toast Fund are established on or before June 30, 2005, and the conditions set forth in Section 3.4.1(A) are satisfied, or in the event that the Community Redevelopmrart Area and the Redevelopment Trust Fund are established after June 30, 2005 and the conditions set forth in Section 3A.I(B) are satisfied, the obligation of the County and the City to contribute Economic Incentive Payments to the District shall be extinguished. In the event that the City Redevelopment Area and the Redevelopment Trust Pod are established after June 30, 2005, and Tax IIICTCMind Revenues are paid to the District pursuant to Section 3.3 below, the County and the City slcall not be required to contribute Economic 1nceentive Payer to the District m any year in which the Thud Increment Revenues contributed to the District am at least equal to the debt service due on the Bonds for that year. Select to Section 3.3.1. below, if the anoount of Tax Increment Revenues contributed to the District in any year is less than the Annual Debt Service on the Bonds for that year and the Economic Incentive Payment; have not been released pursuant to Section 3.4 below, the County and the City shall make Economic Incentive Payments to the District in an amount equal to the tfifference between the Annual Debt Service on the Bonds for that year and the Tax Increment Revenues received by the District in that year, provided that the sum of the Tax hummed Revenues and the Economic Incentive Payments contributed to the District in any year shall not exceed the total Economic Incentive Payments due to the District in that year pursuant to Schedule I attached to this Agreement. 32.4. As a precondition to the obligation of the County and the City to pay Economic Incentive Payments under this Section 3.2, the County shall have received approval from the U.5. Department ofHousing and Urban Development for the Section 208 iota, or (i) the District or the Developer shall have roadie alternate arrangements saiisfnctory to the County and the City to finance the General Infrastructure Project, which may include; without limitation, a loan from a third party louder or the issuance of General Infrastructure Project Bondi, notes, bond anticipation notes or other indebtedness under the Indenture secured by Special Assessments on 10 a parity basis with the Bonds, and (i) the Developer shall have delivered a letter of intent to the County and the City regarding certain community incentives. 3.2.5. Notwithstanding anything contained in this Agreement to the contrary, the amount of Economic Incentive Payments contributed by the County and the City to the District in each year shall not exceed Anneal Debt Service fit that year. Section 3.3 Tex Jnertneipt keveines. 3.3.1 The City and the County desire to establish the Community Redevelopment Area and to cause the Commnaityy Redevelopment Agency to contribute Tax Increment Revenues to the District from the Redevelopment Tnrst Fund annually in an amount not to armed Annual Debt Service on the Bonds. Thoumy and the City shall cause the Community Redevelopment Agency to include such Tax Incmnent Revenue payments m the Community Re developineut Agency's annual budget, end to require that such Tax Increment Revenues received by the Community Redevelopment Agency by 3aauaty 1 of each year be ttansfened to the District no later than January 15 of the same year. Notwithstanding anything to the contrary herein, the Community Redevelopment Agency shall not be obligated to conttiibutc Tax Increment Revenues to the District until such time as Certificates of Occupancy hive been issued for at least ninety parent (90%) of the Development Components for Phase I, including the retail component, as described in Schedule I of this Agreement. Upon the issuance of such Certificates of Occupancy, the Community Redevelopment Agency shall contribute Tax Increment Revenues to the District in accordance with this Secdon 3.3 in each and every year until the termination of the Agrearent provided, however, in the event that the ire of Certificates of Occupancy for at least ninety percent (90%) of the total Development Components for Phase II is not achieved by December 31, 2007, which shall include the office fit, unless the development of the office component is subject to the occurrence of an Event of Impossibility, the Commwzuity Redcvelopintart Agency shall contribute Tax Increment Revenues in accotdanc a with Section 3.3 only tor those Development Components for which a Certificate of Occupancy has been issued by Dooarnbe r 31, 2006. Upon the issuance of Certificates of Occupancy for at least ninety percent (90%) of the total Development Components fit Please II, the Coenmtnnity Redevelopment Agency shall contribute Tax Increment Revenues to the District in axordattce with this Section 3.3 in each and every year until the you delis Agreement 3.3.2 In the event that the amount of Tax Increment Revenues deposited in the Re de:velopnne nt Trost Fund are insufficient to pay debt service on the Bonds and the obligations of' the City and the County to contribute Economic Incentive Payments have not been eztinguisbed pursuant to Section 3.4, all of the Tax Increment Revenues on deposit in the Redevelopment Trust Pond shall be contributed to the District provided the conditions for such ront»3ution set fdtth in Section 3.3.1 abova have been satisfied and the County and the City shall presides Economic Incentive Payments to the District in an amount necessary to satisfy such deficiency in accordance with Section 3.2 above. 11 3.3.3 Any Tax Increment Revcrsuues on deposit in the Redeyelopmad Trost Raid in any calendar year in excess of the amounts due anal transferred to the District under this itgrearrent in such year shall be refunded to the Cutmty and the City at the and of each fiscal year of the Community Redevelopment Agency on a pro-rata basis in aceoldance with the mural budget and the Redevelopment Act. 3.3.4 In no event shall the amount of payments of Tax Incceznent Revenues contributed to the District exceed the Annual Debt Service requirement on the Bonds. The obligation to transfer Tax Increment Revenues shall cease when the Bonds are no longer ontstaeding, Section 3.4 Release of Benton& Incentive Payment ObJhratipne. 3.4.1 'The obligations of the County and City to contribute Economic Incentive Payments to the District parrsw at to Section 3.2 above shalt be wed and replaced by the Community Redevelopment Agency's obligation to contribute Tax Increment Revenues parsutiant to Section 3.3 above, if: (A) In the event that the Community Redevelopment Area and the Redevelopment Trust Fond are established no later than bane 30, 2005 and each of the following conditions is satisfied: (1) this Agreement is amended to add the Community Redevelopment Agency as a patty; and (2) the District, the county and the City agree that the perceaatage of Tax l'ccrcmca t Revenues to be c ontrlbutcd to the Redevelopment Truest Fiend by the County and the City in each calendar ndar year while the Bonds are mdstend ng under the hrtlsature shall be equal to the lesser of (i) the maximum percentage authorized by Section 163387 of the Redevelopment Act, which ewrently is 95% (the "Marrinumn Percentage), or (ii) a parentage less than the Maxie Percentage but sufficient to arable the Community Redevelopment Agency to pay to the District in each calendar year Tax eat Revenues equal to the debt service an the Bonds in each such year for the remaining term of the Bonds. (B) In the event that the Comunmity Redevelopment Area and the Redevelopment Trust Fond are established after June 30, 2005 and each of the following conditions is satisfied: (1) the County and the City arc current on all Economic Incentive Payments due under this Agreement; Agency as a party; (2) this Agreement is amended to add One Community Redevelopment (3) the District, the County and the Caty agree that the percentage of Tax Increment Revenges to be contn'buted to the Redevelopment Trust Fund by the County and the City in each caJemdar year while the Bonds are outstanding render the Indenture, shall be 12 equal to the lesser of (1) to maxinaom percentage authorized by Section 163387 of the Redevelopment Act, which currently is 95% (the "Maxima Percentage'), or (u) a parentage less than the Maximum Pecentage but sufficient to enable he Community Redevelopment Agency to pay to the District in each calendar year Tax Increment Revenues equal to the debt service on the Bonds in each such year for the remaining term of the Brads; and (4) the Financial Advisor certifies in writing to the District and the Trustee for the Bonds, that funds on deposit in the Redevelopment Trust Pend in the anent calendar year are sufficient to enable the Community Redevelopmatt Agency to pay to the District Tax Ili rement Revenues equal to the Maximum Annual Debt Service on the Bonds. Upon won of the conditions under paragraph (A) or (13) above, the County's and the City's obligations to contribute Economic Incentive Payments under this Agreement shall terminate. Section 3.5 Issuance of Bonds. 3.5.1 The District may issue Bonds in one orruore series to pay the capital coats ofthe Parking Garage Project inchiding all costa and expe sea related to the ils81181nce of the Bonds; provided, however, the County and the City have an opportunity to participate in discussions relating to the structuring and pricing of the Bonds mad have an opportunity to review and discuss costs and expanses related to the issuance of the Bonds. The obligations of the County and the City to cootn'bute Economic Incentive Payments and the obligation of the Community Redevelopment Agency to contribute Tax increment Revenues shall not exceed the Annual Debt Service on the Bonds in any year. The District may also issue General Infrusttucture Project Bonds to finance the cost of the General Infrastructure Project and all costs and expenses related thereto in the event that the County Loan is not provided to the District. 3.5.2 The District may issue additional refunding Bonds provided the maturity on the refunding Bonds does not exceed the maturity on the retbnded Bonds and the aggregate debt service on the refunding Bonds in equal to, or less than, the debt service on the refcmded Bonds. 3.53 The District may, subject to Subsection 3.5.1 above, issue completion bonds under the Indenture to pay costs that exceed 01,204,019, the estimated cost of the Paring Garage Project to be financed t rough the issuance of the Bonds. The County and the City shall not be obligated to contribute Boonoarnic Incentive Payments and the Community Redevelopment Agency shall not be obligated to contribute Tax Increment Revenues to pay debt service on such completion bonds. 13 ARTICLE IV COVENANT TO BUDGET AND APPROPRIATE Senn 4.1. The City and the County each covenant and agree in appropriate in their respective annual budgets, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully. available in each Fiscal Year, amounts sufficient to pay the Economic Incentive Payments when due pursuant to this Agreement, provided, tint such Economic Incentive Payments shall not exceed the debt service on the Bonds in any Fiscal Year, leas the amount of Tex Illerentent Reveilles paid to the District in such year. Such covenant and ague neet on the part of the City and the County to budget and appropriate such amounts of Nona -Ad Valorem Revenues shall be cumulative to the extent Economic Incentive Payments pursuant to this Agreement remain unpaid, and shall continue until such Economic incentive Payments are paid, provided, however, such covenant and agreement shall terminate once the obligations of the County and the City to make Economic Incentive Payments are extinguished pursuant to gccdon 3.4. Notwithstanding the foregoing coveting of the City and the Canty, the City and the County do not covenant to maintain any services or programs, now provided or maintained by either the City or the County, which generate rate Non -Ad Valorem Reveanues. Section 42. Such coved to budget and approbate does not matte any lien upon or pledge of Non -Ad Valorem Revenues,, nor does it preclude the County or the City from pledging in the fnt= their Non -Ad Valorem Revenues, nor does it require the City or the County to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the District a prior claim on the Nora -Ad Valorem Rove sec of the City and the County as opposed to clrrians of genend creditors of the City or the County. Such covenant of the City and the County to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of any obligations snared by a pledge of Non -Ad Wotan Revenues prior to or subsequent to the date of this hgroanent (mcluding the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in the City's and the Caunrty's gennnnt annual budget for the mows and in the manner stated in this Agmement shall have the Ant of malting available in the manner described in this Agreema t, Non -Ad Valorem Revenues and plaint ore the City and the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet their respective obligatioona of making the Economic Incentive Payments, to the extent required by this Aft, subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, and Section 129.07, Florida Statues, which provide, in part, that the governing body of each such municipality and oowzty, respectively, make appropriations for each Fiscal Year which, in any one fiscal year, shall not exceed the amount to be received from taxation or other reveling sources, and subject fluter, to payments for services and programs which are essential public purposes affecting the health, welfare and safety of the inhabitants of the County and the City our which ar^e legally mandated by applicable haw. Sena* 43. The Bonds shall not constitute a gemeaa1 obligation of the City, the County or the Disnict within the meaning of any constitutions, or scat dozy provision or limitation or a pledge of the City's, the County's or the District's full faith and credit, but shall be secured by and payable as to principal, premium, if any. and interest solely from the "Pledged Revenues" as defined in the Indenture, e, including primarily the Special Armaments, the Economic Incentive Payments, and the Tax increment Revnmes in the manner described in the Indenture. 14 r ARTICLE V PUBLIC INFRASTRVCTIIRE IMPROVEMENTS Section 5.1. Rose sad lc Woes, As part of the Project, and pursuant to the Act, the District shall find and construct new roadways within the boundaries of the District and fund and improve certain existing roadways outside the boundaries of the District. In particular, the District shall find and construct certain new roadways within the boundaries of the District They are East Coast Avenue (NE 356 Street to NE 30' Street); Midtown Boulevard (NE 3616 Street to NE 296 Street); NE 3266 Street (East Coast Avenue to North Mani Avenue); NE 34th Street (East Coast Avenue to North Miami Avenue); NE 316 Street (Midtown Boulevard to North Miami Avarme); Buena Vista Avenue (NE 366 Street to NE 3216 Street); NE 356 Street (East Coast Avenue to Midtown Boulevard); NE 3O6 Street (East Coast Avenue to Midtown Boulevard) (collectively, the "New Roadways») Except for East Coast Avenue, wlrich shall be owned and maintained by the District, the New Roadways shall be corstructed within public rights away. The District shall also fend and improve certain roadways, which are located outside the boundaries of tkc District. They are NE 29'6 Street (between East Coast Avenue and North Miami Avenue) and NE 34t Street (between the District's eastern boundary line and NE 2'a Avenue) both of which are owned and operated by the City (the "Improved City Roadways"); and North Miami Avenue (between NE 29t' Avenue and NE 3616 Street) and NE 2 d Avenue (approximately 50' north and south of the int ec on), both of which are owned and operated by the County (the "Improved County Roadways"). The improvements s to the Improved County Roadways and the hnproved City Roadways shall be within public rights of way of the County and the City, respectively. See Exhu'bit B prepared by the District's Ong Engineer for a more complete description of the madway improvements. The District shall also fund and construct throe new traffic signals at North Miami Avenue & NB 346 Street; NE ei Avenue and NE 346 Stree4 and Bueoa Vista Avenue and NE 3616 Street. The District shall agree to fund the costs of enhanced maintenance for the roadway improvements pursuant to a subsequent agreartent to be entered into by the City and the District. Section 5.2. POlie Setwear As part of the Project, and pursuant to the Act, the District shall also find and construct public spaces, which will be owned and maintained by the District. The spaces are genteelly described as three public plazas on the east edge of Midtown Boulevard located at the intersections of contiguous development parcels; one public space located on the west side of Buena Vista Avenue between NE 3261 Street and NE 346 Street; one public space with a fountain located in the block abutting NE 36m Street between Buena Vista Avenue and M dtown Boulevard; and two or three linear parks along the west side of Midtown Boulevard. The public spaces may consist of Iamdacapin& fountains, benches,, parking, decorative lighting, pavers and other appurtenances. 15 ARTICLE VI GENERAL PROVISIONS Section 6.1 Tenn of Agreement. The tam of this Agreement shall expire on the date that the Bonds are no longer outata uding under the Indenture and the County Lout has been satisfied (due "Term"). Sine obligation of tine City and the County to make Economic Incentive Payments and the obligation of the Community Redevelopment Agency to make tram of Tax Increment Revenues shall cease on the date the Bonds are no longer outstanding under the Indenture, even if such date is earlier than the end of the 'Term, provided, however, that the obligations of the County and the aty to make Economic Incentive Payments may cease earlier pwsoant to Section 3.4. SSeedon 6.2. )3xecution In Couunterpa t& This Agreement may be simultaneously executed in several counterparts, rparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Seddon 6.3. Limitation on Governmental I iability. Nothing in this Agmement shall be deemed a waiver of iitnmuaity limits of liability of either the City, the County or the District beyond any statutory limited waiver of immunity or limits of liability contained in Section 768.28, Florida Statutes, as amended, or other statute Nothing in this .Atnent shall hare to the benefit of any third party for the purpose of allowing any claim, which would otherwise be barred under the Doctrine of Sovereign Jmmmiity or by option of law. No covenant, stipulation, obligation or agreement contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any presort or future member of the governing body or agent or employee of the County, the City or the District in its, his or their individual capacity, and neither the members of the governing body of the County, the City or the District nor any official executing this Agreement shall be liable personally et shall be subject to any accountability for reason of the execution by the County, the City or the District of this Agreement or any related act. Seetioa 6.4. Detbnit. Each of the parties shall give the otter patties written notice of any default under this Agreement and shall allow the itereelting patty 30 days from the date of its receipt of such notice within which to cure any such default or, if it cannot be cured within the 30 days, to commence and thereafter diligently pursue to completion good faith efforts to effect such cure and to thereafter notify the other parties of the anent euro of any such default. Section 6.5. Notice. All notices. requests, consents and other communications shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows. ifto the City. line City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Attention: City Manager 16 With Copy to: If to the County: With a Copy to: City Attorney's Office The CityofMiami, Florida 444 S.W. 214 Avenue, Suite 945 Mimi, Florida 33130 Attention: City Attorney Miami Dade County, Florida Stephen P. Clark Ceuntrr 111 N.W. la Street, Suite 2910 ittami, Florida 33128 Attention: County Manager Office of the County Attorney Mine Dade County, Florida Stephen P. Clark Canter 111 N.W.1'` Street, Suite 2810 Miami, Florida 33128 Attention: County Attorney If to the District_ Midtown Miami Cainmmtity Development District c/o Seve to Trait Services Inc. 210 N. University Drive, Suite SO2 Cord Springs, Florida 33071 Attention: District Manager With a Copy to: 8iliing, Cochran, Heath, Lyles, Mauro & Anderson, PA. 888314 Avenue, Suite 301 Foot Lauderdale, Florida 33316 Attn: Dennis Lyles Section 6.6. Assi urnent or Transfer. Except with respect to the District's pledge of Economic Incentive Payments and Tax Increment RCITMICS to the Trustee under the indenture to secure the Bonds a party may not assign or transfer its rights or obligations under this Agreement to another unit of local goventment, political subdivision or agency of the State of Florida without the prior written consent of the other party or to a private party or entity. Section 6.7. »jndiug Effect. This Agree vent shall be binding upon and shall inure to the befit of the City, the County, the District, and Mar respective noun.. Section 6.8. Aprendrnent and Waives. Any amendment to or waiver of any provision of this Agreement must be in writing and mutually agreed to by the District, the City Manager and the County Manager; provided, however, that any amendment or waiver that is material or results in a substantive change in the County's or the City's obligations under this Agreement shall be subject to the approval of the County Commission or the City Conte, as the case may be. Per the purpose of this Section 6.8, "'material" and "substantive change" 17 shall refer to amendments or modifications to this Agreement that affect the amount or duration *ism Economic incentive Payments, the tam of this Agr ewe tt, or an increase in the size or scope of the Parking Garage Project Section 6.9. Wig. After approval of this Agreement by the respective governing bodies of the City, the County, and the District and its execution by the duly qualified and authorized officers of each of the parties, the District shall cause this Agreement to be filed with the Clerk of the Circuit Court of Miami -Dade County, Florida, im accordance with the requirements of Section 163.01(11), Florida Statutes. Section 6.10. Mnlicable Law aqd Venpe. This Agreement and its provisions shall be governed by and construed in accordance with the laws of the State of Florida. In any action, in equity or law, with respect to the enforcement or inteipr tstion of this Agreement, venue shall be in the County. Section 6.11. Severabi1ity. If any part of tbia Aft is held by a coral of competent jurisdictionto be invalid, illegal or unenforceable, such invalid, illegal or unenforceable part shall be deemed severable and the remaining parts of this Agreement shall continue in frill force and effect provided that the rights and obligations of the parties are not materially prejudiced and the intentions of the parties can continue to be effected. Section 6.12. brims Armament. Ibis instntmeut and all the attached exhibits and schedules constitute the entire agreement between the parties and supersedes all previous discussions, understandings and agreements between the parties relating to the subject matter of this Agreement. [Rem inuder of Page Intentionally Left Blank] 18 IN WITNESS WHEREOF; the City, the County, and the District have each caused this Agreement to be executed and delivered as of the date indicated above: (SEAL) Inkils �'•'' OMM14+~•. jmZ fit? ,t NZ. �I * • ATTEST: 41 Priscilla A. Thompsoy AN. S i1 I U tli1`i / • • Dania Carrillo, RIX& est Administrator ‘-‘ 19 MIAMI DADE COUNTY, FLORIDA � ga manager APPROVED AS TO FORM AND LEGAL T. He enaan, " County Attu CITY OF i 1) A, a hohmicipal Co of State of Joe t : 'may Manager (SEAL) 20 MIDTOWN WA COMMUNITY DEVELOPMENT DISTRICT F.B1T A The following table lists the improvements and the estimated cost ate Prajoct: Imerevenieam Estimated 4$ Roadways $5,597,737 Water/Sewer 2,290,822 Drainage 2,791,286 Streetsca /l.aandscape 6,387.668 brigstion 510.013 Plata #P1 3,617,019 Overall Improvements 5.336,166 Parking Garages 45,337,889 Midblock Plaza & Misc. Public Improvements ,.1166.130 Total gart2 The following table lists the improvanents and the estimated cost ofthe Parking Garage Project: Astbnated,Cost Parking Garages 545,337,889 Midblock Plaza & Miss. Public Improvements 5.866.130 Total Snagiin Part 3 The following table lists the improvements and the estimated castoff the General Infrastructure Project: Imvrooerpearts prated Cott Roadways $5,597,737 Water/Sewer 2,290,822 Drainage 2,791,286 StreetscapefLimdseape 6,387,668 Irrigation 510,013 Plaza #P1 3,617,019 Overall In roverun1s 5,136.166 Total ri--. 711• * The District expects to finance; portion of the General lnfsastruekaoo Project with +stain pant comes oontt used byvarious gwaamnmtai entities. Exhibit A 1 mown) Roadway Impt+avenwnts Roadway Improvements. All wads will be designed and constructed in accordance with all applicable jurisdictional agency standards. (i.e. Miami -Dade County, City of Miami or Florida Department of Transportation (FOOT). Roadway construction will include sub -grade base, curbing, sidewalks, signage and striping. Roadway lighting will be constructed along t e roads within the District. Roadways outside the Boundary of the District (Off -site) N. Miami Ave. The improvements consist of reconstructing approximately 2,350 ft, of existing, 4-lane urban roadway. The proposed center medians will be located between NE 32 street and NE 34 street. There will be sections of on -road, municipal parallel parking on the East aide unite right-of-way located: between NE 32th St. and NE 35`1 St. with a cleaner* of approximately 50 ft. Isom each respective intersection. There will be dedicated left turn lanes where feasible from NE 29s' street to NE 36" street. NE 36" St. This is a state road. The improvements consist of reconstructing approximately 2,100 ft. of existing, 4-lane urban roadway. The proposed center medians will be located between where feasible. NE 29' St. (West of RIR). The improvements consist of reconstructing approximately 875 ft. of existing, 4-lane urban roadway. Where feasible there will be nnu icipal parallel parking on both sides of the road. Roadways inside the Boundary of the District (On -site) Buena Vista Ave. The improvements consist of constructing approximately 1400 ft. of new 2- lane, urban roadway. The mad, which runs from NE 32" a St. to NE 36a St., will have on -road, municipal parallel parking on both its East and West sides, The parallel parking on both sides wr7E run on the entirety of the street, but will provide approximately 50-100 It of clearance as Exhibit B-1 needed at the moons: North: side ofNE 32°1 St, both the north and south sides ofNE 34 St and the South side ofNE 36m St, respectively. Midtown Blvd. The improvements consist of constructing approximately 2,450 it. of new 2- lane, urban roadway from NE 29th St. to NE 36th St. The roadway will have omitted, municipal parallel parking on both its east and west sides excluding approximately 50-100 ft. of clearance as needed on both sides of each of the respective intersections as needed: NE 29°i St. (North side only), NE 31' St., NE 32" St., NB 34°i St and NE 36th St (South side only). East Coast Ave. The improvements consist of constructing approximately 1,800 $. of 2-Inure urban, roadway from NE 30th St to NE 35th St. The roadway will include on -mad, private/Ioeding paratlel parking on the West side only. The parallel parking will run along the entire length of the avenue, and will provide approximately 50-100 It. of clearance as needed on both sides of each respective street as needed: NE 30th St. (North side only), NE 32" St, NE 34th St. and NE 35°i St. (South side only). NE 30th St The improvements will consist of constmeting approximately 350 & of urban, 2- lane roadway from NE 1" Pi. to E. Coast Ave. The roadway will include mined, municipal parallel parking on both its north and south sides, providing approximately 75-100 ft. of clearance as needed at each of the respective intersections: NE Iae PI and E. Coast Ave. NE 31" St The improvements mill consist of most -actin approximately 600 ft. of urban, 2- lane roadway from N. Mani Ave. to NE Pl. The roadway will include on -road, nwnicipaI parallel parking on both its north and south sides, providing approximately 50-100 lt. of clearance as needed at each of the respective intersections: N. Miami Ave. and NE 1a PI. NE 35°b St. The mprovem eats will consist of constructing approximately 375 ft. of urban, 2- lane roadway from NE 1' Pl. to E. Coast Ave. The roadway will include on -mad, municipal parallel parking on both its north and mouth sides, providing approximately 75 ft of elearance at each of the respective intersections: NE is P1 and E. Coast Ave. NE 32rd St. The improvements will consist of oonstructing approxinutely 1,050 it of urban, 2- lane roadway from N. Miami Ave. to E. Coast Ave. The roadway will include on -road, Exhibit B-2 municipal parallel parking on both its north and south sides, providing approxinuttely 50-100 ft. of clearance as needed at each of the respective intersections: Past side of N. Miami Avaa, East and West sides of Market St. and NE 1'd P1., and West side of E. Coast Ave. NE346 St. The improvements will consist of constructing approximately 1,175 it of urban, 2- lane roadway from N. Miami Ave. to E. Coast Ave. The roadway will include on -road, municipal parallel parking on boot its north and south sides along its length, providing approximately 50-100 ft. of clearance es needed at each of the Impactive interactions: East side of N. Miami Ave., East and West sides of Market Stand NB l's PI., and West side of B. Coast Ave. In the center of the right-of-way tlheae will be medians along the length of the roadway, providing approximately 50-75 ft. of clearance as needed at each of the respective intersections: Fast side ofN. Miami Ave., East and West sides of Market St. and NE t'a Pl., and West side of E. Coast Ave. Exhibit 8-3 i SCHEDULE I Ecoacrnie Incentive Payments See Attached. 1WtM4RV0111S2t0420.41661CQ.410100 5-77-04 Midtown Miami lnterlocal Aft red line 1.doc 3chndulo Ecanamic tnaentiye Payments (E.I.P.) Development Components By Phases 'phew 1 Components mud to imesed a Coddled* of Ikwpncy nro sr dun December 33 200$ Rnsod Wooded Podug 8 84d0sws Plaza (Pubic) Carlo Twr e t w Real -Oar (374,50044 fi.) 90% CO tower 6. t. P, per E.1.10. 0.ap. 0aap. Unit Par C.D. S9J1.1Units Unit Phase C.O. Devp,Conprmra Debt Untie* 600,000 00 600 00 2.91400 25856 374,50000 37450 1,233 06 1,t09 76 Phase It Condoned* mud be ieaaed a Cedlitzds of Occursnry no ler then December 31, 2007 74693'Spe(235.000 sq 9.) 235,00000 23500 Apedm00s (292.000 Sq Ft) 292.030 00 192 00 Office 15000000 15000 Condo Iva 02 w/ Rest.-Ber (395,500 sq 8) 395,500 00 395 50 Total Phase 11 1 012 50 Cumulates Phase I1 I.305 56 90% CO Issued" 2,075 01 Rods ■ Components Carlo Ter 43 wdtest. $r (395,500 sq. It) Condo Twr 04 widest (395.500 sq h ) Teel Phew III CtrrWalwc Rtae 111 Phew PtComponents Condo Twr 05 wlReal -r (395,500 sq 8.) Told Phase 95 Curuwve phase N Phew V C.orodone.4s Condo Ter e6 wrftest, 8e (395,500 sq 8 ) Condo Tort 07 wRa.t Ile (396,500 sq h) Total Phase V Cunu4tere Rose V Phew VI Condoned* Condo Ter 08 w/Red. Om (396,500 sq 6 ) Total Phase VI Cu rul.we Ruse VI Total Cumulative E P Taal Currulalrve Debt Service 395,000 00 395.000 00 395.000 00 305,000 00 395,000 00 395,000OD 395 00 395 00 790 00 3,096 56 395 00 395 55 3,490 56 395 00 395 00 32.075 87 82,306.52 32,602 12 82,891 25 $1,937 53 51.71805 $2,559 680 00 32,559,68000 S2.550.650.00 35.999,360.00 $5,999,36000 35.999,360.00 95,997 76000 15 991,76000 35,996,96000 35,996.96000 79060 4,280.56 3140059 85,996,61000 35,996,61000 395 00 39550 4,675 56 81,282 49 $5 996 36000 $5 906 360 00 832.546,7 3o 00 Upon Construction Completion of Phases Yam Du.p. Unit E.I.P. per Total E.I.P Told Dad Service D,op.Comp. Pa yr. Po yr. '200 -2013 332,546,7)000 832546,73000 2014 467556 81,282 36 S5,995,86000 35,995,56000 2015 467556 3126327 35,999,70000 15,999.76000 2076 4675.56 61282 70 $6,997,36000 $5,90336000 2017 467556 81,282.98 85,998,66000 85,996.66000 2018 4675.56 81,28283 35,997,96000 55997,96000 2019 4675 56 31282 18 $5,994,910 00 85,994,91000 2020 467556 31,203.09 85,999.16000 55.999,16000 2021 4675 56 31,283 20 35,999 660 00 55,999.66000 2022 467556 51.25243 35,996,06000 85,996,06000 2023 467556 31,28254 55,998.01000 85,996,01000 2024 467556 31,26315 35999,46000 55.999.46000 2025 467556 81,282.14 35,994,710(0 35,903 71000 2026 4675 56 83282 93 35,995,410 00 55,990.41000 2027 4675 56 31.263 09 95,999.760 00 32,999,160 00 2026 46/5.56 87,28247 35.996,2e0 de 35,896,26000 2079 467556 81,28306 95,999,01087 35,999,01000 2030 4675.56 31,782 at S5.906,01000 35,996,01000 2031 4675.56 . 51,282 53 S5.596,56000 35,996.56000 2032 4675.56 81,78204 $5,994,260 CO 35,95326000 2033 4675 56 f1282 &5 $5,996.060 00 85,996.06000 2034 467556 3128246 S5.996,210.00 85.996,21000 2035 4675 56 17,262. 77 35,997 060 00 35997,660 00 2036 4675 56 31282.34 35.995,660 00 $5,995.660 00 2037 .250 940.00 .3750 940 00 Teal Net Dee Seem $470.234 o2000 S170,234,, 20.00 'Total EP During Canal. Assumptions & Sources: 1 Source be Development Components, Size srd Value woe obtained from Moody 24, 2004 Development Components. Schelde and Values. (9ngps & ceded). ERth have been tenanted Development Urals, IOW Just Value hn hem teemed Improvements 2 O6icMbl6 Sps land vale was split 50150 and nmtpnYat to the 8 amount el arpnwemetts lot the Olbw and Wee 3 Debi Service has teen updated lo WOO Aid 22, 2004 ormicns by BOA. 4 Payment Id Phase 8 will revs! to Plum payment arrounl if less Man 90% of the phase is not issued a CadihWe d Occupancy in wronen.e to Scbe ule Phases 1811 Je eett 90% d 8re devahp en1 ants ID have received Ceddoles d Oeapncy, dlsewtse only Phase 1 p/teet sewn we made throughout the nottsy Ode aced. S. MMtnod5cgy for ERU devebpe0 by D. f nlrlyd WI not include ERU* le the parlu9 wove and pals We estimated re Drop. (EAU) cis to Mat mnpon0a useg the laeowvcg analysis. Total cost d development let ROW, *recto Tens 4 Reutiers FFME 7 by Sq f1. d R.u410 anus al cost pe. .q n twitched by 0 d sq n in ERU (1000) Total cast d Padua Plaza t ranee d petting spews to arrive al a cost pet pelting tail Cowen Goy Nalrl ERU by we d pelting unit, cawing the rerssag 11 2lpereng units to 1 Rood tea 6 9ype d Development tints my b: sutnsulad as deleted in the Schedule as lent es the Cem leave Phase Totals re equal b a pester then the anouela *town on en sclnedttc lot each pew. The 'Nohow does not apply to Ra.1 Dwel pntcn unto 7. Office, es deeoibed stows, mull be massed a Ceded* et Occupancy nro Nee than Decanter 31, 7007 , artless Wee Suture sod or vermin need anemone pavane daetper pant aogterap Catl.cate d Occupancy by the .lo+anenaoned dole. 6 Prnepal Mrpnt d Bond 376.705,000 Net Dee Serowe on am Bolds most be egw4 to or less than the ye.dy $mounds 'town on Ohs Seaside 9 E.I.P Perrone for Mons Dote Chatty ere 409%d Told E.I.P. and lot de Gay 591%d Teel IP. Note.: ' Total EP Payment d $2.559.680 00 l r Phew 1 Competes wr be node sal least 90% d the Teal Rase Development Urns re rowel a utuhuled °mummy, Told EP Payment of 55,999,380 to Phase N Conp:netts etc be rude 4 at least 90% d the Total Phase 0evelupmas kinds re meld • orldruta d Occiguricr. 332,546,130.00 a) Economic Ineenl*e Paymer4 Pre Ardopmat un4 will be divatal araemeraa8y a esv.. br deanery el .n44 bowet:n 01 and 99%fe Phase I end Mese II Exhibit B First Amendment to the Interlocal Agreement {M2685489;2) 7 FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT AMONG THE CITY OF MIAMI, FLORIDA AND MIAMI-DADE COUNTY, FLORIDA AND MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT AND MIDTOWN COMMUNITY REDEVELOPMENT AGENCY DATED JUNE 31 „ 2005 FIRST AMENDMENT TO THE IN'IERLOCAL AGREEMENT THIS FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT, dated as of June 30 2005 (this "first Amendrae at"), is 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 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 entered' into an Interlocal Agreement. 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 Conununity 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 WHEREAS, on March 24, 2005, puusuant 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 Ordinance No. 05-1 D 9,, the .County authorized the creation and funding of a Redevelopment Trust Fund in accordance with the Redevelopment Act; and WHEREAS, each component 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 3.4 of the Interlocal Agreement, the City, the County and the District may amend the Interlocal 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 Jhv 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 • WHEREAS, the. City, the County, the District, and the Agency now desire to so amend the Interlocal Agreement,; 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 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 111 of the Interlocal Agreement. The Agency shall also enter into such agreements and provide such information as shall be necessary to comply with Securities and Exchange Commission Rule 15c2-12 with respect to the Parking Garage Bonds. Section 3. Pursuant to Section 3.4.1(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 Trust Fund to the District annually in accordance with Article Ill 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 outstanding. Provided, however, that all obligations of the Agency under the Interlocat Agreement and this Amendment shall cease after May 1, 2037. (c) The percentage of tax increment revenues to be contributed 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 (i) 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. Ihv v2 Page 3 of 5 Section 5. This First Amendment may be executed in any number of counterparts each of which shall be an original; but such counterparts sball together constitute but one and the same instnunent. Section 6. As amended and supplemented by this First Amendment, the lnterlocal Agreement is in all respects hereby ratified and confirmed. IN WITNESS WHEREOF, the parties 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) A Secretary, Board of Supervisors (SEAL) ATTEST: MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT, an independent special district created pursuant to Chapter 190, Florida Statutes ("District") Bruce Cutright, Chairman Board of Supervisors MIDTOWN COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Agency") Prise a jt. Thompson, 1 • , y L. Winton, Chairman Clerk ofthe Board J2 Page 4 of 5 fsius. iz a0 •�w..... fr ATTEST: (SEAL) ATTEST: MIAMI DADE COUNTY, FLORIDA, a political subdivision of the State of Florida ("County') �I6 George Bug' , County Manager APPROVED AS TO FORM AND LEGAL S CIENCI': Oe ,� d T. Heffernan, Attorney THE CITY OF MIAMI, FLORIDA, a municipal corp the State of Florida ("Ci la, City Manager APPROVED AS TO FORM AND CORRECTNESS: }hrv2 Page 5 ors