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HomeMy WebLinkAboutExhibitSECOND 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