HomeMy WebLinkAboutMCRA-R-08-0001 Legislation•
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City of Miami
Legislation
CRA Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 08-00578 Final Action Date:
A RESOLUTION OF THE MIDTOWN MIAMI COMMUNITY REDEVELOPMENT
AGENCY ("CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE A SECOND AMENDMENT, IN SUBSTANTIALLY THE
ATTACHED FORM, TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY
OF MIAMI, MIAMI-DADE COUNTY, THE MIDTOWN MIAMI COMMUNITY
DEVELOPMENT DISTRICT, AND THE CRA.
WHEREAS, the Midtown Miami Community Development District ("District"), Miami -Dade
County ("County"), and the City of Miami ("City") entered into an Interlocal Agreement dated May 28,
2004 ("Interlocal Agreement"); and
WHEREAS, the Midtown Community Redevelopment Agency was created as contemplated in
the Interlocal Agreement; and
WHEREAS, the City, the County, the District, and the Midtown Miami Community
Redevelopment Agency ("CRA") executed a First Amendment to the Interlocal Agreement on June 30,
2005 ("First Amendment"), which added the CRA as a party to the Interlocal Agreement, released the
City and County from their obligations to contribute Economic Incentive Payments to the District, and
amended certain related provisions of the Interlocal Agreement; and
WHEREAS, the CRA's obligation to contribute the Tax Increment Revenues to the District has
not been triggered under Section 3.3.1 of the Interlocal Agreement; and
WHEREAS, the City, the County, the District and the CRA desire to amend Section 3.3.1 of the
Interlocal Agreement to enable the Tax Increment Revenues collected by the CRA to be released to
the District based upon the current level of completed construction and to amend certain other
provisions;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE
MIDTOWN COMMUNITY REDEVELOPMENT AGENCY 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 herein as if fully set forth in this Section.
Section 2. The Executive Director is authorized to execute a Second Amendment, in
substantially the attached form, to the Interlocal Agreement between the City of Miami, Miami -Dade
County, the Midtown Miami Community Development District, and the Midtown Miami Community
Redevelopment Agency to amend Section 3.3.1 and certain other provisions of the Interlocal
Agreement, dated May 28, 2004.
Section 3. This Resolution shall become effective immediately upon its adoption.
Cite of Miami
Page 1 of 2 Printed On: 5/20/2008
File Number: 08-00578
APPROVED AS TO FORM AND CORRECTNESS:
JULIE O. BRU
GENERAL COUNSEL
City of Miami
Page 2 of 2 Printed On: 5/20/2008
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SECOND AMENDMENT TO
INTERLOCAL AGREEMENT
among
THE CITY OF MIAMI, FLORIDA
and
MIAMI-DADE COUNTY, FLORIDA
and
MIDTOWN NIIAMI COMMUNITY DEVELOPMENT DISTRICT
and
MIDTOWN MIAMI COMMUNITY REDEVELOPMENT AGENCY
dated as of , 2008
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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:
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(a) Section 3.3.1 of the lnterlocal 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
fmal 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 "TER 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
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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 ($80,000), prior to any disbursement to the District, for the cost incurred by
the City in the establishment and support of the Agency.
Section 3. This Second Amendment may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together constitute but one and the
same instrument.
Section 4. Except as amended and supplemented by this Second Amendment, the
remaining terms and provisions of the Interlocal Agreement is in all respects hereby ratified and
confirmed and remains in full force and effect.
'Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed and delivered by their respective officers hereunto duly authorized as of the date
first above written.
(SEAL) MIAMI-DADE COUNTY, FLORIDA
County Manager
ATTEST: APPROVED AS TO FORM AND
CORRECTNESS
County Clerk
(SEAL)
ATTEST:
City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
City Attorney
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County Attorney
THE CITY OF MIAMI, FLORIDA
City Manager
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(SEAL) MIDTOWN MIAMI COMMUNITY
DEVELOPMENT DISTRICT
Chairman, Board of Supervisors
A ITEST:
Secretary, Board of Supervisors
(SEAL) MIDTOWN MIAMI COMMUNITY
REDEVELOPMENT AGENCY
A I"i trST:
Secretary
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Executive Director
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EXHIBIT A
Interim] Agreement
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INTERLOCAL Ate'
AMONG
TER GTY OFF, FLORIDA
AND
MIAMI-DADE COUNTY, FLORIDA
AND
MIDTOWN MIAMI commutary DEVELopMAT DUCT
DAi END May i4414 , 2OO4
JNTERL9CAL AfiREEME4VE
7ftl$ IINUERLLOCAL Ate' (the "A is made and executed this et
day of May , 2004 among The City of Mani, Florida, a municipal won (the `City").
lyfiarrai. Co n tY, Florida, a political subdivision of the State of Florida (the "County"), and
the Midtoan Miami Community Development District (the "District"), a local unit of special
ptnpose gown:wet established pursuant to Sexton 1.01(A)(21) of the Cou nty's Home Rude
Charter (the "Charter") and Chapter 190, Florida Statutes, as amended„ knows as the Uniform
Community Development District Act of 1980 (flat "Act").
WITNESSETH:
wHEREAS, it is the pnnpose and intent of this Agreement to permitted authorize the
city, the County and the District to maim the moat efficient use of their respective power
amity and capabilities by eneblimg than to cooperate on the basis of m i ng
advantage and to achieve the mutts provided fee in this Agreement puntuant to Sadao 163.01,
Florida Statutes, known as the FJmida lnterlocad Cooperation Act of 1969 (the "Coopca i inn
Act"); and
WHEREAS, it is the purpose of the Cooperation Act to provide a means by which the
City, the County and the District may exercise their respective powers. privileges, and authority
which they may have fly, but which pursuant to this Amazed and the Cooperation Act
they may exercise collectively; Mad
SEAS, Section 163.01(5Xf) of the Cooperation Act provides that an intedocal
agreement may contain a method or formula fcr equitably llovidiMg for and allocating and
Blancgcapital and operating costs for capital projects and for the paymeaat of debt service.,
including establishment of reserves on bends, on the basis of the amount of bated% received or
confermi by each participating government; and
SAS, all of the buds contained width the boundaries of the District ant located
entirely within the boundaries of the City; and
'WHEREAS, the Masai City Commission adopted Resolution No. R-03-135 on
November 13, 2003, which supported the petition submitted to the sty by Biscayne
Development Partners LLC for the creme of the Dish and
WHEREAS, the District was created by the Camay prat to Onlinemce No. 03-271
adopted by the Board of County Commissioners of the Calmly on December 16, 2003 and
effective ou December 26, 2003, fir the impose of delivering certain conamunnity development
services and facilities within and outside the boundaries of the District; sat
WHEREAS, the District has decided to U nde eta kc the construction of eettain Sys
(wiithinn and oxide the botmdaries of the District), water and sewer facilities,
management em, stree#dpe and landscape of o d a sto�at�
fully described a Exhibit —Fart 1 attached to this P 1Act as tt
�t � �: and
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WHEREAS, in connection with the consttuction of the Project, Biscayne Development
Partners LLC, a Florida limited ley company and previous owner of all the lands within the
boundaries of the District, or one or more of its affiliates, =poets to develop a portion of a
mixed -use development within the boundaries of the District to be known as Midtown Mani
(the "Development") and has sold a portion of the lands within the District to Developccs
Diversified Realty Cordon, an Ohio corporation, or one Of more of its affiliates, which is
expected to develop the remaining portion of the Development (Biscayne Developed Per10e
LLC and Developers Diversified Realty Corporation and any applicable affiliate being
collectively referred to as the "Developer" and
WHEREAS, without steam of the Project the Development cannot be bum and
WHEREAS, upon completion, the Development is expected to contain a retail shopping
center, residential condominirim units with retail areas, an office low with retail areas, rental
apartments, a hotel, are enterthiament facility which will include retail areas and a spa, public
plazas, and parking facilities and
WHEREAS, the development is a yeeted to stimulate economic development and
growth within the City and the County benefidng their citizens and to generate significant
revenues for the City and the County, including without limitation, increased ad valorem tax
revalue, sales tax revenue, gas tax revenue, tourist or convention devcbpincrit tax memo and
other foes and charges related to the Develop: m=4 and
WHEREAS, in liglt 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 reanit of the developr>m= of the Development, and in
consideration for the performance by the District of its obligations drawled in this Agreement,
the County and the City have agreed to pmfi ipste. in the development of the Pmjed by making
arrmual Epic Incentive Payments (defined min) to the District to help deflay a portion of
the costs of the Project and as an rddiiionaI source of security for the Bonds (defined herein), all
in accordance with the teams of this Agreranent; and
WHEREAS, pursuant to tester 163, Part M. Florida Statutes, as amended (the
"Redevelopment Ace), the City and the County desire to cause the Ceamninnity Redevelopment
Agency (defined herein) to establish the sty Redevelopment Ann (defied herein), and
a community redevelopment plan to enable the Commtmity Relevebpment Agency to remove
shun and blight within the boundaries of time Co mntrnity Redevelopment Area; and
WHEREAS, the Redevelopment Act transfers redevelopment powers to counties with
home rule chasten such as the County, which is authorized to'ddegattc certain of those powers to
a municipality such as the City; and
WHEREAS, in the event that the Community Redevelopment Aria is established, the
County and the City abed cause the Community R.edvrelopment Agency to contrbute Tax
hammed Reroutes (dead herein) to the Dim, and the County and the aty shall reduce time
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amount of Demonic wive Paymeats to be paid to the Diced in proportion to the ameemt of
Tax between Revenues paid to the District and shall, under certain circumstances, terminate
their obiigador s to pay BXWOM1C h cewive Payments enthely, ea in aercotdr»ce with Article DI
of this Ageement; 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 (rim "Parting Garage Project'',from the proceeds of
cme: or more seen of Bonds, and a portion of the costs of the Project as set forth ht more detail in
Exhibit A — Part 3 (die "General infrastructwe Project"), firm the proceeds of the County Loan
(defined bath* and
winutus, in the event that the County Loan is not provided to the District; the District
intends to Anattoe the General Infra,tructwe Project from the proceeds of General lufrastrucurre
Project Bonds (deed fain); and
WHEREAS, the District intends to secure payment of the County Loan though the levy
of non -ad valorem special assessmeuts (the "Special '') and to wane paw of then
Bonds through Special Assessments, Economic Incentive Payments and Tax Increment
Revenues received under this Agreement, as provided in the Went= and the Loan
and
WHEREAS, the parties have executed this Agreement for the purpose of setting kelt ()
the obligations of the District in providing the Project; (d) the conditions ander which the County
and the City shall be required to make Economic %e Payments to the Dish (m) the
conditions under which the County and the City shall cause the Community' Redevekpme nt
Agency to pay Tax Increment Revenues to the Disttit* (iv) the amounts to be paid by the
County and the City and the sources from which the County and the
make such payments; (v) the ob%St on of the+ �y and may not,
Cotmmmity
Redevelopment Agency to establish the Community ande the County to cause thus
provisions relating to the payment offerthe(vi) specific
by County and the t�ty to the bidet; and
CAB, m order to equitably appotioo the burden of the costs of the Parking
Gagne Project, the District stall use the E omic Incentive Payments received front the city
and the County and the Tax Increment Revalues received from the Community Redevelopment
Amy to reduce the amount of Special Assortments fly collected on each pared of
imd
specially benefited by the Parking Garage Prajact in proportion to the amount of Economic
Incentive Payments andtor Tax went Revenues generated by each such benefited parcel, ail
in accordance with the taunts and ccmdidons of the Indenture (defined heroin) and to Special
Assessment pig of the District; and
WHEREAS, the acquisition, bon, equippingand financing of the Project
coastituutes a public purpose in accordance with Section 166.Cr21, Florida Statutpr, and Section
I251143, Florida Statutes, end is in the best inters of all of the parties and their respective
residents and citizens4
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NOW THEREFORE, for and m consideration of the mutual premises set ix* above
and the covenants, obligations, duties and bets set forth in this Aft, the District, the
City and the County agree as follows;
ARTICLE I
DEFINmorgs
Section 1.1 Definitions. In addition to terms defined within the text of this
Agreement and in the Indeotiae, the capitalized terms set forth below shall have the following
meanings, unless the context rcquires a {Efferent mg:
"Mensal Debt Service" ahail mem level payments of principal and ink OD the Bonds
each year in accordance with the debt service schedule determined at the time the Bonds are
issued.
"Bonds" shall mean the I idtown Mimmi Community Development District Special
Assessment Bonds issued initially in one or more awes pit to the proms of the
Indenture to finance the Parking Garage Project ems" shall not include the General
Ind Project Bond&
etc of Occupancy" shall mem a certificate of occupancy issued by the City
pursuant to Section 106.1 of the Florida Bu g Code.
"Community Redevelspment Agency" shall mean a eceurapanity redevelopment agency
established by the sty pursuant to the Rcdevdopareat Aunt, with such powers delegated to it by
the County p� to the Redevelopment Act
"Comity Redevelopment Aran" shall mean the community redevelopment area
established by the County and the Clty pursuant to the Redevelopment Act that has the same
boundaries as the District and from which Tax Increment Revenues shall be derivad.
"Completed Development Consnponent° shall means a Development Compound with
respect to which a Certificate of occupancy has been issued.
"Coesty Loma" shall mean Ibe loan by the County to the District derived from the
proceeds of tin Section 108 Loam and seed by a pledge of Special its in accordance
with the Loan Documents.
"Development Compeaeant" shall mean each of the dcvelopment components listed in
Schedule 1.
"Econondc Incentive Payment° shall min meat at payer to be made by the City
and the County, respecdvely, hum legally available Non -Ad Valorem Revenues, payable in
accordance with Schedule I and Article DI of this Agreemtuent.
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"Event of IJ e5s 1 shalt melon any official govemmentid action, whether
legislative, cxecutive or judicial, with roped to envy ecatamination or adverse zoning
changes that renders constriction of the office component of Phase II impossible.
"Pinnacle! Advisor' shall mean an financial advisor engaged by the
District, the aty and the County for the purpose of delivering the certification in Section
3.4.1(B)(4) of this Agreement; provided, however, that Ibe fees and expenses of the Finmaacial
Advisor shall be paid by the District.
"Fiscal Year" shad mean October 1 through Septanber 30 of each year.
"General i shrastr cmre Project Bonds" shall mean one or more series of bonds issued
under the Indenture to fig the Gomm! Infrastructure Project, and any additional bonds issued
m refund all or a pardon of the General lnrastnac ure Project Bonds or to complete the General
Infrastructure Project. Nether Economic Incentive Paynunits nor Tax Increment Revenues shall
be pledged to any sech bonds.
"Indenture?' shalt mean the Master Trust Indenture, as amended and supplemented from
time to time, to be entered into by and between the District and Wacbovia Bank, National
Association, as True in commotion with the issuance of the Bonds and the Csea
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Infrasnucture Project Bonds, if any
"Lean fits " shall mean the note, loan agreement and other related eta
with respect to the County Loan.
"birdman Anneal Debt Service"' shall mean, as of any pardeaalar date of calculation„
the greatest amount of Annual Debt Service for the then comet or any future bond year.
"Non -Ad Valorem Revenues" shall mean, with respect to the City and the Canty, as
amicable, all revenues of the City and the County derived from any serene whatsoever, other
than ad valorem tamer on real or personal prcpeny, which is legally ova fable 4s make the
Economic Incentive Payments required herein, but only after proviaies has been made by the
City or the City to pay fur services and pis which are necessary for essential 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 req,med to be delivered by the District
to the City pursuant to Section 3.22 which shall include d 'p��th �t
Component and a copy of the Certificate of Development
"Redevehipment Trust Panel" shall mean the redevelopment tenet fund to be
established pursuant to Section 163.387 of the Red Act in whichall Tax mart
Revenues shall be deposited by the Community Redevelopment Amoy.
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"Section 108 Loan* shall mean a loan by the U.S. Deparrtamiait of Housing and Urban
Development to the County under Section 108 of the Housing and Community Development Act
of 1974 for approximately $20,600,000.
°Tax Increment Revwnes" shall mean the tax increment mantes generated within the
the
Redevelopment
Area and deposited in the Redeveloping Trust hind puts to
ARTICLE 11
REPRESENTATIONS; FINDINGS
Section 2.1 The Cotmty represents and wammts as follows:
21.1 The County is drily organized and vat ]yy eecisting as n political subdivision oft e
State of Florida
2.12 The Comity has full power and amity to eater into the tray isactiona
contemplated by this Agteemert and to carry out its obligation under this Agreement.
2.1.3 The County has duly autharized the execution end delivery of this Agreement,
and assuming its due authorization, exccut!ou and delivery by the City and the District, Otis
Agreement constitutes a valid and legally binding obligation of the County, enfomeab1e in
accordance with its trains, except to the euctent that its amity may be limited by any
applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws
creditors' rights generally, or by the exarciae of judicial discretion in accordancegeneral
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principles of equity.
Section 2.2 The City r+epreaents and warranats as follows:
22.1 The City is duly mganized and validly existing as municipal corporation imder the
laws of the State of Florida.
by 2has furl power and authority to enter into the dry contemplated
this Agreement end to may out its obligations under this Agrccm g.
2.2.3 The City has duly authorized the execution and delivery of this Agreaneut, and
assuming its due won, execution and delivery by the County and the District, t
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Agreement constitutes a valid and legally binding obligation of the City, enforceable in
accordance with its terms, except to the extent that its enforceability may be limited by any
applicable banknsptcy, insolvency, moratorium; mvrgardzation or other similar laws affecting
creditors' rights generally, or by the pry of judicial dameticm in aixorttmce with
priacipies of equity.
Section 2.3 The District represents and wan-Etats as follows:
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2.3.1 The District is duly organized aidvalidly existing as a local unit of special
purpose govenhnrent undo the Act and the Charter and as an independent special district under
Chapter i$9, Florida Statutes.
2.3.2 The District has full power and amity 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 Ge sal stn cb re ProjectBonds, if any, pursuant to the Act.
233 The District has duly authorized the execution and delivery of this Aft,
and assuming its drug won, execution and delivery by the County and the City. this
Aft constitutes a valid and
legally binding &ligation of the District, ale in
accordance with its terms, except to the extent that its enthmeabilaity may be limited by acne
applicable bankruptcy. insolvency, moratorium, eon or other similar laws affecting
creditors' rights generally, or by the exercise of judicial disenetion in accordance with genend
principles of equity.
Section 2A The City and the County agree as follows;
2.4.1 The County and City shall lake 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 inetnde the Cemmunity Redevelopment Agency as a party, if
necessary.
2.4.2 The Cory end the City shall cause the annual budget for the Comity
Redevelopment Agency to require the Community Redevelopment Agency to pay Tax increment
Renames from the Community Redevelopment Area to the District idly in accoidance with
Article ill of this Agri:anew. Excess Tax Ineremeat Revenues shall be retained by the
Community Redevelopment Agency in the Redeveloping Trust Fuel and refunded to the City
and the County at the end of each fiscal year of the amity RedevelopmeutAgency on a
pro-rata basis in accordance with the annual budget and the Redevelopment Act
2.43 The County and the City shall cause the Community Redevelopment Area and the
Community Redevelapmerd Agency to remain in existence and the Tsrx Increment Revenues to
remain unencumbered (except as con laced by this Agreement) ) for so long as the Bonds me
outstanding under the Ike.
2.4.4 The County and the City shall eater into such ate, 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
?nbamation, as shall be necessary to c amply with Semnities and Exchange Commission Rule
15c2-12 with respect to the Bonds. The County ad the City shall proms and cause the
Conm enity Rent Agency to proms, 'information to the District accessory for
inclusion in the Preliminary Medial Offering hienionindum and the Limited
Offeri
Mca nozandum relating to the Bondi, and shall execute such closing tertificates at the time of
issuazacc of tics Boards as shall be reasonably requested by the District and the mhderwriter of the
Boards as to the accuracy oldie iagxmation provided by each far neJn p 1 .
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Se etlou 2.5 The District awes as follows:
�rr,�,����2.51 The �.y� mil prvvid that the holders of the Bands win be on a parity with
the County Loan � the General �' Project Bonds, gaily, with respect to the Special
Assessments. The District shoe not pledge, permit a Ban to be filed against or truer in any
mama the Special Assessments, other than as provided in this Aft, the Indus end the
Loan Documents.
2.5.2 The District approves the establishment of a City mend Area
and the Community Redevelopment Agency by the County and the City to find the Taut
Increment Rcveanres and agrees to amend this Agri to add the Community Redevelops nt
Agency as a party, if necessary.
Z5.3. The District shall not dissolve or aped or contract its boundaries for so long as
Loanthe County is ontstanceug trader the Lean Documents and the Bonds are outstanding
under
the;
Sects 2.6 It is found and declared that:
2.6.1 Expending public Roads to finance the eonsinac icar of the Project is in the best
fro:rests of the City, the County and the District and their rive citizens and residents.
2.6.2 Expending public funds to finance the C011structiott of the Project will serve the
valid and important public -purpose of economic develops and by improvingfire local of the City and the County and fiaditating the development of the
Development.
2.6.3 The construction of the Pn Jevt and the mat of the Development will
serve the valid and important public ptupose of protecting the haslet and welfare of the citizens
of the City, the County and the District by foster* economic growth within the District and
eliminating blight by attracting, creating and retaining rem and commarcial bushess eanneises
and residential development in the try and the County.
2.5 4 As part of the development of the Project, lands within the District will be
dusted as a "browntirld site" and will be subject to sedation ofenvfranmmental hazards
ARTICLE !II
FINANCING PLAN
Sedge 3.Z Generally‘
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 hearts
I•loiida s pursuant to the Act and 170,
Statutes, to the Went and in the mount necessary to pry outstanding deft
service en the Bends, the County Loan and the fiend iam¢estroctme ProjectBonds, if any. As
psovidcd in the Indenture, for each bond year, the District shall avid' and certify to the hat
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collect or cause the property appraiser to certify to the tax collector for corn pw utmt to
ampler 197, Ronda Statute, to any successor sty, as ape/cable, em amount nt equal to the
Special AssrsaneWS levied by the District less the amount of Economic eve Payments and
Tara Immanent Revenues received by the District and aver able for payment hi sncb 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 mat Revenues
paid by the Community Redevelopment Agency in such year, and in the twat the cow sot
forth in Section 3.4 below are satisfied, the obligates oldie Cooly and the City to contribute
Economic Incentive Payments shall be released. As provided in the Incianum all Economic
Incentive Payments and Tax lncr rent Revenues received by the District will be held by the
Trustee in the fiords and accounts established tender the Indentwe and disbursed by t e
Trustee m accordance with the terms and conditions of the Indenture.
3.1.2 In the event that the City Lost is not provided to the District', t, tic District may
issue the General Mamma= Project Bonds or make alter caeca rat satishermy t
the
Comity and the City to fiance the costs dills General Madman/0 Project,as set ,forth in more
detail m Section 3.2.4 below. The General Infrastructure Project Bonds shall be mixed by
Special Assessments on a parity with tines Bonds.
3.1.3 The County and City Ire not responsible for any other coots or des of any
kind with respect to the Parking Garage Project other than debt service ern the Bonds as expressly
provided for in this Agreement.
3.1.4 In the event Economic Ince t ive Payments and/or Tax Increment Revenues are
insufficient to meet the Annual Debt Service on the Bonds, the Dishier shell be remponsibk for
the deficiency, and the District may collect facial Assessments. to pay for latch defy.
Seedos 3.2 EamonilOreendve Pub.
3.2.1 Subject to Subsection 32,4 and 3.2.5, and Section 3.4 below, the City and the
County shall ea% pay the Economic Incentive Payments to the District in the amounts set forth
in Schedule 1 for each Completed Development Component, provided that such Eamomic
Incentive Payments do not exceed the corresponding Anm*1 Debt Service requirements on the
Bonds. The Economic Incentive Payments for eac Completed Developmag Component as set
forth in Scbedale Isbell become payable to the District annually as described in Subsection 322
below, commencing as follows: (i) Economic eve Payments for the Completed
Development Components for Phase I shall commence in the calendax year , owing the
calendar yea in which Certificates of Occupancy have been issued for at least ninety pert
(90%) oftbe Development Coroponents for Phase I, which shall include the retail component, as
gibed in Scbedulc I of this Apeman,continuing each and every year
thereafter
(wive of Certificates of Occupancy for Devefopment Components in figure phases)
thirargh the to nn of this Agreement, subject to reduction in accordance with Sum 3.23
below end elimination pursuant to Section 3.4 below, (i) Economic Incentive Payments for
Completed Development Components for Phase II shall ocenmence is the calendaryear
following the calendar year in which Certificates of Occupancy have been issued for as least
ninety percent (90%) of the Development Components for Phase II, which -shall include the
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office component nent unless development of the office component is subject to the occurrence of an
Event of Impossibility (such ant Event of Impossibility stall not reduce the kr:going 90%
rtquiranent), con thiuing each and every year thereafter eve of Ceuiifttatcs df
Occupancy for Dot Components m fuivac lam) though the tam of this Ate;
subject to redaction in actrordairce with Subsection 3.2.3 below and elimination pursuant to
Section 3.4 below.
3.2.2 No hater than January 31 s' of each year tinning the tam of this Agreement, the
District shall submit a progress report (the "Pnegress Report! to the City. than County and die
Community Redevelopment Agency setting fbrth the Completed Development Components, if
any, as of Jamey 1 of the year. Far each Completed Dever Comment identified in.
such Progress Report, rate City shall verify that a Ce tificatc of Occupancy was issued for each.
No hates than December 31' of that same year, the City and the County s, p11 pay to the District,
subject to won in accordance with Subsection 3.2.3 below, the Economic Incentive
Payments set forth hu Schedule I due her each Completed Development Component described in
the. Progress Retort, as wen as for all Gmnpleted Development Components dcsermad in all
prior hooves Reports. The District shall use the Economic Incentive Payments received from
the City and the County solely to pay conesponding }tea, Debt Sender on the Bons
3.2.3 ' In the event that the Community Redevelopment Area and the Redevelopment
Trust Fund are established an or before Tune 30, 2005, and the coadiitions set forth in Section
3.4.1(A) are satisfied, or in the event that the Community Redevelopment Area aid the
Redevelopment Trust Fund are established after leas 30, 2005 and the conditions set faun in
Section 3.4.1(B) are satisfied, the obligation of the County and the City to contribute Economic
Incentive Payments to the District shall be eednguiahed. In the event that the Community
Redevelopment Area and the Redevelopment Trust Fend are established after hoe 30, 2005, and
Tax Increment Revenues are paid to the District pursuant to Section 3.3 below, the Cody and
the City shall sent be required to ccatrubutc Economic incentive Payments to the District m any
year in which the Tax Increment Revenues contributed to the District we at least equal to the
deist service due on the Bonds for that year. Subject to Section 3.3.1. below, if the amount of
Tax Increment Revenues contributed to the District in spay year is le s than fa* Annual
Debt
Service on the Bonds for that year sad the Economic eve Payments have not been released
purwant to Section 3.4 below, the County and the City shall maim Economic Incentive Payments
to the District in an amount °Quad to the Mere a between n the ,Axonal Debt Service on the
Bonds for that year and the Taal increment Rave hues received by the Disttiet in that year,
provided that the sum of the Tax Increment Revenues and the Economic Incentive Paytnads
contributed to the District in any year shall not eacceed the total Economic locative Payer
due to the District in that year pursuant to Schedule I attached to this Agreement.
32.4. As precondition to the obligation of the County r d the City to pay Beanainnic
Incentive Payments under this Section 3.2, the County shall have received approval from the
US. Dot ofHousintg and Urban Development for the Section 108 Lose, or(i) the District
or the Developer shall have aerie alternate arrangements satisfactory to the County and the City
to finance the General Infimmucture F'roject, which may Windt, without limitation, a loan from
a third party taller or the issuance of General Infrastructure Project Bonds, notes, bond
anticipation notes or other indebtedness under the Indent= secured by Special Asmsmeats on
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a pmity basis with the Bonds, sad (iij the Developer shall have delivered a letter of intent to the
County and the City rung certain sty incentives.
3.2.5. Notwithstanding anything contained in this Agreement to the control!, the
amount of Ec013onnnic Incentive Payments contributed by the County and the City to the District
in each year shaU not exceed Annual Debt Service for that year.
Section 3,3 Tax 1ecr tutmtt Re►entes.
3.3.1 The City and the County desire to establish the Community Redevelopment Arm
and to cause the Community Re evdc>pent Agency to contribute Tax hncretnent Revenum to
the District from the Redevelopment Trust Pined annually in an amount not to monad Atumal
Debt Service on the Bonds. T ! .Cotmty and the City shall cause the Community Redevelopment
Agency to include such Tax Increment Revalue payments in the Comity Redevelopment
Agency's arwuaal budget, end to require that such Tax Increment Revenues received by the
Wit' Redevelopment Agency by January I of eat year be tf'ened to the District no
later than January 15 of the same ye
Notwithstanftg anything to the contrary bomb, the ContreneahilY Redevelomotst Agency,
shall not ha obligated to contribute Tax Jacnement Revenues to the District until such time as
Certificates of Occupancy have beers issued for et least ninety ty percent (90%) of the Development
Components for Phase 1. including the retail component, as wed, in moult: I of this
Agreement.
the of such Certificates of Occupancy. the CommunityAg�y shall contribute Tax Increment Revenues to the District in accordance
with this Section 3.3 in each and every year until the termination of tits
Agreanenq provided,
however, in the event that the issuance of Certificates percent
tx'!oy of the total �►eloFmmtY � at least ninety
winch shallofth inch* the officprnrComponents for Phase l is mota hie by�31, 2007,
component, unless the development of the office component is
subject to the occeirence of an Event of mobility, the Comity Redeve
lop:nest Agency
shall coniibuite Tax hicunnent Revenues in accordance with Section 3.3 only for those
Dever Components for which a Certificate of Occupancy has been issued
by
th31e m� Upon the issuance of Certificates of Occupancy for at least nine* )Meader
nevelopm ant Components for Pb ae tI, the Community Redevelopment
contnbutc Tax Increment Revenues to the District in accordance with this Section in �
and every year until the terms atlas Aft.
3.3.2 In the event that the mourn of Tax Increment Revenues deposited in the
of theRalevelcpment Trust t Fund are Insufficient to pay service on the Bonds and the obi
extinguished pit t4 Sera 3.4,ounty to � tinge Paymentsleave+ not been
all of the Tans % Revenues on deposit in the
Redevelopment Trust Fund shall be contributed to the District provided the conditions tour such
inn set ibrth in Section 3.3.1 above ,have been ached and the
shall County City
provide Economic Incentive Payments to the hintmould in no t nand such
deficiency is amerce with Section 3.2 above.
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3.33 Any Tax Inerentait Revenues on deposit in the Redd Trust Fund in my
calendar year in excess of the amounts due and termed to the District under this Agreement
in such year shall bra rc ind d to the minty and the City at the aid of each fiscal year of the
Community Redevelopment Agency on a pro-rata basis in accordance with the annual budget
and the Redevelopment Act,
33.4 In no event shall the amok of payments of Tax Increnxnt Revenues contributed
to the District exceed the Annual Debt Service miaowed one the Bonds. The obligation to
transfer Tax Increment Revenues shall case when the Bonds are no kmger outstanding.
Section 3.4 Adorn of Be * ineetahive Payment 9bJhtatign.
14.1 The obligations of the County and aty to contralto Economic hteentive
Payments to the District pursuant to Section 3.2 above shall be extinguished imd replaced by the
City Redevelopment Agency's obligation to contribute Tax Increment Revenues pursuant
to Section 3.3 above, if:
(A) In the cverwt that the Community Redevelopment Area arhd the
Redevelopment Trust Fiend are estabfislied no later than Tonne 30, 200S and each of the following
ccnditioas is sawed;
(1) this Agreement is amended to add the Community Redevelopment
A$erocY as a party; and
Tax Rev(2) the District, the County w beand the � agree that the perch of
the City in each e;tle�r year while the Bonds �� Trust Foiled by � County and
equal to the lesser of � the maximum °� under the � � be
Redevelopment Act, which currently is 95% ( ' ��� nt by Sea), or 1) a eI87 eofn the
less than the Maxiumm Pie but sufficient to enable the��(u%
Agency to pay to the District in each calendar year Tax Increment Revenues equal to the debt
service cm the Bonds in each such year for the remaining Semi of the Bonds.
(B) In the event that tls Comity Redevelopment Aral and the
Redevelopment Tent Fred are established after June 30, and � of the
actions is satidied: �$
Payrnents due under th(I) the County and the City are current on all Economic Incentive
is Agreement;
Agency as a pntl,
(2) this Agreement is amended to add the Community Redd
(3) • the strict; the County and the City agree that the paten of
Tax Increment Revenues to be contributed to the Redevelopment Trust Fund by the County and
the City in each calendar year while the Bonds are outstanding under the Indenture, shall be
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equal to the lesser of (i) the maoeinnom percentage arutitorized by Section 163387 of the
Redevelopment Act, which currently is 93 (the 'Maximum Percentage), or (i) a percentage
less than the Maximum Parentage but a ufficieat to enable the Cconmnity Redevelopment
Agency to pay to the District in each caleud& year Tax Increment Revue equal to the debt
service on the Bonds inn each such year for the remaining term of the Bonds; and
(4) the Fine racial Advisor certifies in writing to the District and the
Trustee for the Bonds„ that funds on deposit in the Redevelopment Trust Pond in the canna
calendar year are sufficient to ale the Community Redevelopment Agency to pay to the
District Tax bcrement Revenues equal to the Maximum Annual Debt Service on the Bonds.
Upon satisfaction of the conditions unnder para,graph (A) or (8) above, the Cou nty's and
the City's obligations to contribute Economic Incentive Paymeme under this Aft shall
terminate.
Sectlui 33hsnance of Bond.
3.5.I The District may issue Bonds in one or mare aeries to pay the copied coats of the
Patting Garage Project inchading ail costs and expenses related to the; issuance of the Bonds;
provided, however, the Cry and the City have an opportunity to participate in discussions
relating to the structuring and king of the Bonds and have an opportunity to review and
discuss COS13 and expenses gated to the imuance of the Bonds. The obligations of the County
and the City to contribute Economic Incentive Payments and the obligation of the Coaununity
Redevelopment Agency to conntnl ute Tax Increment Revenues shall not exceed the Annual Debt
Service on the Bonds in any year. The District may also issue Gunnel lathistrucere Project
Bonds to fnnaace the cost adze General infrastructure Project and all costs and expenses mated
thereto in the even the the County Loan is ncbt provided to the District
3.5.2 The District may issue additional finding Bonds provided the sty on the
refunding Bonds does not exceed the maturity on the added Bonds and the aggregate debt
service on the refunding Bonds is equal to, or less than, the debt service on the ze undue Bonds.
3.33 The District may, subject to Subsection 3.5.1 above, issue completion bands
under the Indenture to pay asset that exceed SS I,2O4,019, the eatimnpi tit of the Paling
Garage Ned to be financed through the issnsmx of the Breda The County and the City aall
not be obligated to contribute Economic incentive Payments and the Canntunity Redevelopment
Agency shall not be obligated to c ntrelutc Tax Increment Rums to pay debt service on such
completion bond.
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ARTICLE I
COVENANT TO BUDGET AND APPROPRIATE
Sedion 4.1. The City and the County each covenant and agree to appropriate in their
respective saw budgets, by amendment, if wry, from Non -Ad Valor Revenues
lawfully available in each Fiscal Year, amounts sufficient to pay the Economic Incaitive
hymen when due pursuant to this Agreement, proves that such Economic locatives
Payments shall not exceed the debt ,Mice on the Bonds in any Fiscal Year, Tess the amount of
Tax Increment Reveacuees paid to the District in such year. Such covenant and weaning on the
part of the City and the County to budget and appropriate such atmotmts of Non -Ad Valorem
Revenues shall be cumulative in the extent Economic incenlive Payments pursuantto
this
Agreanent remain unpaid, and shall Dentinnro until such Economic incentive Payments are paid,
provided, however, such covenant and aft shall terminate once the obligations of the
County and the City to make Economic wive Payments are eectinguished pursuant to gin
3.4. Notwithstanding the foregoing covenant of the City and the Canty, the City and the
County do not covenant to maintain say services or programs, now provided or maintained by
either the C4ty or the County, which generate Nce-Arl Yalo= Revenues.
Sectba 4.2. Such ooveamt to budget and mate does not create any fiat upon or
pledge of Non -Ad Valorem Revenues, nor does it preclude the County or the City from pledging
in the future their Non -Ad Valorem Revenue, nor does it require #mra City or the County to levy
and collect any particular Non -Ad Valorem Revue, nor does it give the ,.District a prior claim
on the Non -Ad Valoran Revenant of the City and the County as opposed to claims of general
editors of the City or the County. Such covenant of the City and the County to
Non -Ad Valorem Revenues is subject in as greets to the payment of any obligations secured
by a pledge of Non -Ad Valorem Revenues prior to or went to the date of this Agreement
(mpg the payrataa of dew service on bonds and other debt insfrunent). However, the
covenant to budget and appropiate in the City's and the C,oumly's general mmual budget fir the
purposes and in the mama stated in this went shall have the effect ofmalring available in
the maned described in this Agreezn Non -Ad Vale= Revenues and placing on the City and
the County a positive duty to appropriate and budget, by fit, if necesary,
sufficient to meet their respective makingve obligations ofthe Economic Incentive Payments,�is
the extentrequired by thin Agreement, subject, however, in all respects to the f
Section 166.241, Florida Statutes, and Section 129.07, Florida Statuex, which provide, in part,
that the governing body of each such municipality and county, respectively, make appropriations
for each Fiscal Year which, in any one fiscal year; shall not exceed the amount to be received
from taxation cc other revenue aterncea, and subject Anther, to paymentsfor services and
programs which are essential public purposes affecting the health, waits and safety of the
inhabitants unite County and the City or which era legally mandated by appl cable law.
Section 4..3. The Bonds shall not constitute a general obligation of the City, the County
or the District within the meaning of any constitutional or statutory proviion or limitation or a
pledge of the City's, the County's or the District's full filth and credit, bat shall be secured ed by
and payable as to principal, premium, Italy, and interest solely how the "Pledged Roams ' as
defined in the helentere, inclutfing primarily the Spatial Assessment, the Economic Incentive
Payments, and the Tax Increment Revenues in the manner described in the lam,
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ARIWCLE V
PUBLIC INFRASTR ]CT uR. IMPROVEMENTS
Section 5.1. Roagwervs and Tratge Skulk As part of the Project, and pit
to the Act, the District shall fund and construct new roadways within the boundaries of the
District and %d and improve certain eadding roadways outside the bodes of the District.
In particular, the District shall fund and construct certain new roadways within the boundaries of
the Dit They are East Coast Avenue (NE35e` Street to NE 306 Street); Midtown Boulevard(NE 36thStreet to NE 29th Street); NE 32"6 Street (East Coast Avenue to North Miami Avenue);
NE 34th Street (East Coast Avenue to North lanai Avg); NE 31" Street
to NorthM Avenue);(Midtown Boulevard Buena. Vista Avenue (Ni 366 Street to NE 32"d Sheet); NE 356 Street
(East Coast Avenue to Midtown Boulevard); NB 306 Street Coast Avenue to Midtown
Boulevard) (collectively, 8u New Roadwayri—Except for Bast Coast Avenue, which shall be
owned and maintained by the District, the New Roadways shall be constructed within pubes
rights away.
The District shall also fond and improve certain midways, which are located outside the
boundaries of the District. They are NE 296 Street (betwsreen past Coast Ave nee and North
Miami Ave e) and NB 34m Street (between the District's eastern boundary line and NE 2
Avenue) both of which are owned and operated by the City (the "Improved City Roadways'
and North Miami Avenue (between NE 296 Avenue and NE 366 Street) and NE 2"a Avenue
(approximately 50' north and south of the won), both of which are owned and operated
by the County (the "Improved County Roadways"). The im n vements to the Improved County
Roadways and the moved City Roadways shall be within public rights of way of the County
and the City, respectively. See Exhibit B preparedby the District's Consulting Engineer a
more complete description of the roadway improvement&
The District t shall also thud and construct three new traffic sic ra s at North MaxiA avenue & NE 34i Street NE 2 ' Avenue and NE 346 Street and Buena Vista Avenue and NB
36 Street.
The District shall agree to fund than emu of enhaneed raatatenance for the
roadway
movements pursuant to a subsequent meet to be entered into by the City and the District.
Sectlon 5,2. i� As part of the Project, and pursuant to the Act, the District
shall also fund and construct public spy, which wr71 be owned and maintained by the Dom.
The spaces are generally described as three public plazas on the east edge of Midtown Boulevard
located at the intersections of contiguous development pal one public space low on the
west side of Buena Vista Avenue between NE 32' Street and NE 346 Street; one public
space
with a fc mtain located in the block abetting NE 366 Street. between Buena Via Avenue and
Midtown Boulevard; and two or three linear parks along the wrest side of Midtown Boulevard.
The public space may consist of landscaping, fountains, bedpart% mar tiive lighting,
pavers and other appurtenances.
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ARTICLE VI
GENERAL PROVISIONS
Section 6.1 Tenn of Ameement. The term of this Agmement shall empire on the date
that the Bonds are no longer outstanding melts the Indenture and the Courtly Lan has been
satisfied (die "Tenn". The obligation of the City and the Cotutty to make Economic motive
Payments and the obligation of the Ceram tmity Redevelopman Agency to make inners of Tax
Increment Revue shall case on the date the Bonds are no longer outateniing under the
indeate, even if such date is earlier than the end of the Tam, piovided, however, that the
obligations of the County and the City to make Economic Incentive Payments may ceese earlier
pursuant to Section iorn 3.4.
Section 2.Zie611likm In Counterpnite. This Agreement may be simultaneously
executed in several countiparts, each of which shall be an original and all of tvhich Audi
constitute but one and the same Wit.
Seem 63. I -imitation on Governmental Liability. Nothing in this Agreement shalt be
deemed a waiver of immtmity limits of liability of either the Qty, the natty or Inc District
beyond any statutory limited waiver of immunity or limits of liability contained in Section
168.28, Florida Statutes, as sere nded, or other stag Nog/big in this Agent shah inure to
the benefit of any third party far the purpose of allowing anti► claim, which would otherwise be
barred under the Doctrine of Sovereign Immunity or by operation *flew.
No covenant stipulation, obligation or agietanmt contained in this Agreement shall be
deemed ned to be a coveanarrt, stipulation, obligation or agreement of any present or figure member of
the g 'gig body or agent or employee oldie County, the City or the Diet in its, his or their
individual capacity, and neither the lumbers of the gavesning body of the County. the City or
the District nor any olacial executing this Agreement shall be liable pemonally or shall be
subject to any a ccouotabiiity for reason of the execution by the County. the City or the District of
this Agreement or any related act.
Sew 6.4. Default. Each of the parties shall give the other parties weitten notice of
any default uodar dtis Agzecmienn and small allow the delimiting party 30 days from the date of its
receipt of such notice within which to cure nay such default or, if it carmot be cured within the 30
days, to commence and thereafter diligently pursue to completion good faith efforts to elect
such cure and to thsenral r notify the other portico of the actual cure of any such Alt.
Seebiew 6.5. Notices. All notices, regents and outer commons ahall
be in writing and shall be delivered, mailed by First Chat Mail, postage prepaid, or overnight
delivery service, to the parties, as tbllows.
If to the Gay:
The City of Miami, Florida
3500 PER American Drive
Wall, Florida 33133
Atha: City Manager
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With Copy to: City Attorney's Office
The aty of Miami,' Florida
444 S.W. rd Avg Suite 945
Mimi, Florida 33130
Attention: City Attorney
If to the County: Mimi -Dade Countr, Florida
Steen P, Clark Center
111 N.W. Street, Side 2910
Miami, Florida 33128
Attentiorr County Mi nagcy
With a Copy to: Me of the County Attorney
Mani -Dade County, Florida
Stems P. Clark Center
111 N.W. ['Street, Suite 2810
Miami, Florida 33128
Attention: County Attorney
Midtown beami Community Development District
c/o Severn 'fit Services Inc.
210 N. UnivaSityDrM Sum 802
Coral Springs„ Florida 33071
Attention: District Manage:
With a Copy to: B Oximm, Reath, Lys Mauro &
Anderson, PA.
888 S.E. 3"s Avenue, Suits 301
Fort Lauderdale, Florida 33316
Attn: Dennis Lyles
Section 6.6. 6ssigonter4 or T Except with respect to the District's pkdge of
Economic Inventive Payments and Tax Increment Rcna= to the Tivstee under the Indenture to
secure the Bonds a party may not assign or transfer its rights or obliptions under this Agreement
to another unit of local government. politer subdivision or agency of the State of F1odda
without the prior written coasern of the other party or to a private party or entity.
Section 6.7. Bice Effect This Agreement shall be binding upon and shall inure to
the benefit of the City, the County, the District, and ter dye succors.
Section 6.S. bambino and Waives, Any amentiment to or waiver of any
provision of this Agmement must be in writing and mutually agreed to by the District, the
City
Manager and the County Manager, provided, however, that any restate' or results in a substantive change in the Couanty's annulment that s
A� shall be subject 10 the approval of the Cny's obl�aCs under this
as the case may be. For the of this �' C�mia� or the City �.
P Scctioo 6.8, "material" and eve change"
If to the District:
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shall rem to amendinents or boas to this Aft that affect the amowrt or duration
deny Economic incentive Payments, the texas of this Agree, or an ind+ease in the site or
scope of the Pa kin Garage Project
Section 6.9. FilingAfter approval of this Agreement by the respective g
bodies of the City, the County, and the District and its exert by the: duly qualified and
authorized officers of each of the part, the District shall case this Agreement to be filed with
the peak of tie Circuit Court of Miiaami-Darle County, Florida, in acconiance with the
requirements of Section 163.O1(11), Florida Statutes
Section 6.10. Medicable Law sold Venue. This Agreement and its provisions shall be
governed by and construed in accordance with the laws of the State of Florida. In rosy action, in
equity Or law, with respect to the enforcement or intapreaioa of this
in County. Agreement, venue
shall be
Section 6.11. Scvrxabiity. .If any part of this Agreement is held by a court of
competed jurisdiction to be invalid, illegal or
Unanfixceable, such invalid, illegal or
ale part shall be deemed seve:ablc and the i na i g paw of this Agreanent mail
continue in foil force and effect provided that the rights and obligations of the parties are not
materially prejudiced and the intentions of the parties Esc to be effected.
Seams 6.12. Mire A8reement. This instrument and all the attached exhibfs and
schedules constitute the entire agreement between the parties and supemedes all
peevions
discussions, understandinp and agrecmwta between the parties relating to the subject matter of
this Agreement
(Rcmafndar of Page Intentionally Left t ankj
18
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IN WITNESS WHEREOF, the may, the Cry, and the District have each caused this
Agreement to be executed and delivered as oftbe date indicated above:
(SEAL)
Aff
ATTEST:
741 k Thevainc
4.
phi
11
Dania.
Carrillo, Risk
s
19
MIAMI DADE COUNTY, FLORIDA
BaTA
APPROVED AS TO FORM AND LEGAL
(SEAL)
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20
EITOWN NAM! COlkedUKITY
DEVELUPME)IT DISTRICF
EXIMMT 6
Putt
The foilowhIg table lists the improvements and the estimated cost ofthe Prolog
Improvements lathasftd Cost
Water/SewerRoadwa3r,S97,737
Drainage 2„9,822
&tr y 62,791,286
bription,387,68 6
51OO13
Plaza #I 1 3,617,019
Oman Inanovementi 5,136.166
Pang Garages ,337,889
Midblock Plaza & Misc. Public Improvements $.866.130
The
Part 2
The following table lids the improve and the estimated cost ofthe Parking Garage
Project:
Puking Garages
37,889
MidWock Plaza & Misc. Public Improvements 5.8(4130
Total
Lalra
SWUM
The following table list; the improvements and the estimated cost of the Mesa,{
mature Project:
hantlank WOWS!.
W&Itdwayt
5,397',737
Doane
2,290,S22
StreerstapefLandscape
2,791,286
Irrigation
6,387,66868
Plaza .71
Ov.1i �ta 510,013
3,617.0i9
Total $.136.166
The District alma
~oaeafbe�d by a mgoverusneatol entities.ortion of thor GonadlawmanProjectw MO cet;rrn groat main
Farbibjt' A.-4
41)
warner B
Roadway improvements
Roadway improvements. All roads will be designed and constructed m accordance with a0
applicable jurisdictional agency standards. (i.e. lvEami-Dade County, City of Miami or Florida
Department of Transportation (FDOT). Roadway construction will include sub -grade
curbing, sidewalks, siguage and striping. Roadway light* wig be constnieted along the roam
within the District
Roadways outside the Boundary of the District (Off -site)
N. Miami Ave. The improvements consist of reconstroming approximatety 2,350 ft. of existing,
4-lane urban roadway. The proposed enter medians will be !muted between NE 32 street and
NE 34 suet. There will be sections ofon•rosd, Paranal Pak on the East aide ate
right-of-way located: between NE 32's St. and NE 30 St. with a ciearance of approa ly SO
R. from each respective inn. There witl be dedicated left turn lanes where feasible from
NE 29a'street to NE 36" street.
NE 36 St Tkis is a state road. The improvements consist of *proximately
2,100 R. of existing. 4-Isere urban roadway. The proposed center medians will be located
between where feasible.
NE 29* St, (West of R'RM. The ionnovements consist of reconstructing approximately 875 ft.
of existing, 4-lane unison roadway. Where feasible there will be municipal parallel parking on
both sides of the road.
Roadways !aside the Boundary of the District (On-aite)
Buena Vier Ave. The improvements consist of constructing apply 1400 ft. of new 2-
lane, urban roadway. The road, which tuns from NE 324 St to NE 36e St, will have co -road,
municipal peel parking on both its East and Nest sides. The pad parking rem both sides
will run on the entirety of the street, but will lade fly Sat 00 ft. of clearance as
Exhibit B-I
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•
410
needed at the ii actions: North side of NE 3261 St., both the north and south sides ofNE 34 St
and the South side ofNE 366 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 on- oa , municipal
parallel parking on both its east and west shies exchtding approximately 50-100 ft. of clearance
as needed an both sides of each of the respective intersections as needed: NE 296 St. (North side
only), NE 316 St., NE 32" St,, NE 346 St and NE 36°i St, (South aide only).
East Coast Ave. The improvements consist of constructing approxiinately 1,800 It of 2-lane
urban, roadway from NE 30a' St. to NE 35th St. The roadway will include on -road,
private/loading paralld parking on the West side only. The parallel parking will run along the
entire length of the avenue, and will provide approximately 50-100 ft. of clearance as need on
both sides of each respective street as needed: NE 30 St. (Tenth side only), NE 32"d St, NE 346
St. and NE 35th St. (South side only).
NE 306 St The improvementswill consist of constructing appmm'nr„t"ty 350 ft of tuba; 2-
lane roadway from NE £ Pl. to E. Coast Ave. The roadway will include an -road, municipal
patraild parking on both its north and south sides, providing approximately 75-100 ft of
clearance a as needed at each of the respective intersections: NE lie P1 and E. Coast Ave,
NE 31* St, They improvements will consist of constructing approximately d00 IL of urban, 2-
lane roadway from N. Mend Ave. to NE 11e Pt. The roadway will include on -road, municipal
parallel pig on both its nit and south sides, providing approximately 50-100 IL of
clearance as needed at each of the remove motions: N. Miami Ave. and NE 1 a PL
NE 35* St, The improvements will consist of constructing approximately 375 ft of urban, ?-
lane roadway from NE la Pl. to E. Coast Ave. The roadway will include on -road, municipal
penile, pig on both its north and south sides, providing approximately 75 ft of clearance at
each of the respective inteaections; NE la PI and E. Coast Ave.
Ng 32" St. The improvements will consist of constructing approximately 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 approximately 50-10O i%
of clearance as need at each of the remove intersections: Bast side of? Miami Ave,, East
and West shies of Market St. and NE 14 PI., sots West side of E. Coast Ave.
NE 344' SL The Wiwi-smartsWiwi-smarts will consist of constructing approximately 1,175 f . of urban, 2-
lane roadway from N. Miami Ave. to E. Coast Ave. The roadway will include on -road,
municipal parallel parking on both its north and south sides along its length, providing
approximatciy 50-100 fl. of clearance as needed at earl of the respective hit emections: East side
of N. Miami AVM, East and West sides of Market St. and NE 14 ?L, and Weaat sick of E. Coast
Ave in the center of the right -of way the a will be medians along the length of the roadway,
providing approximately SO-75 ft. of clam as needed at each of the respective
East side of N. Miami Ave., East and West sides of Market St, and NE 14 Pl., and West side of
E. Coast Ave.
Exhibit B-3
t
SCNEDULE 4
Economic Ioceadve Payments
cents
See attached.
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•
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Exhibit B
First Amendment to the Interlocal Agreement
{M28492} 7
FIRST AMENDMENT
TO TM
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 .TUNE 2005
•
•
•
•
FIRST AMENDMENT TO THE
INTERLOCAL AGREEMENT
THIS FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT, dated as of June
, 2005 (this "First Amendment"), 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 Agrnt.
dated as of May 28, 2004 (the "Interlocal Agreement'"); and
WHEREAS, on July 28, 2004, the District issued S73,580,000 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 fiance the costs of the
Parking Garage Project; and
WHEREAS, 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 Flcirida's
Community Redevelopment Act of €969, Chapter 163, Part I1I, 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 Jute 7, 2005, pursuant to Ordinance No. 05- f Cg, , the Cotmty 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 i f, among other things, the Agency and
j1w'v2 Page 2 of 5
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the Redevelopment Trust Fund are established prior to June 30, 2005, tite Agency becomes a party
• to the Interlocal AgTeement, arid the Agency agrees to contribute tax increment revenues to the
District to pay the debt =viice obligations on the Parking Garage Bond 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 folbws:
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 nt revenues from
the Redevelopment Trust Fund to the District in accordance with Article 1I1 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 pmvide for the payment of tax increment
revenues from the Redevelopment Trust Fund to the District annually in accordance with Article 11
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 (tithe Agency under the Interlocal Agreement
and this Amendment shall cease alter May 1, 2037.
(c) The percentage of tax *reelect 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 maxim percentage
authorized by Section 10.387 of the Redevelopment Act, which currently is 95% (the "Maxirrnurrr
Percentage"), or (ii) a percentage kss 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 teem of the Parking Garage
Bonds, but in no event beyond May 1, 2037.
jltrv2 Page 3 of 5
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Section 5. This First 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 sarue
instrument.
Section 6. As amended and supplemented by this First Amendment, the Inter1oca1
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 first
above vtritten.
. (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 Outright, 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")
s i. Thompson, % - y L. Winton, Chairman
Clerk of he Board
Perol
Page 4of5
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(SEAL)
ATTEST:
jblem2
MIAMI-DADE COUNTY, FLORIDA, a
political subdivision of the Stye of
Florida ("County")
. ' 0,1 t6
(c... George . Burg County Manager
APPROVED AS TO FORM AND LEGAL
S CIENCY:
Ge, d T. Heffernan, Asst Attorney
THE CITY OF MIAMI, FLORIDA, a
municipal corpor)ian the State of Florida
("Ci ►� )
la, City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Page 5 of