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HomeMy WebLinkAboutBack-Up Document• _ 4 1NTERLOCAL AGREEMENT AMONG THE art OP MUM, FLORIDA AND MLAVIADE COUNTY, FLORIDA. AND MIDTOWN" MIAMI COMMUNITY DEVELOPMENT DISTRICT .DATED Moy Nt4 xaw 1 a AGIMEIVIEtfr L RLOCAL AnitEENNNT (tf>c "A Ia made;attattod &is 2' day of May , 2004 among The City of Maud, Florida, a municipal corporation (the "City"), Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County"), anal the Midtown Miami Community Development District (this "I istzier% a Local unit of special purpose government established pursuant to Section I.O1(A)(21) of the County's Home Rule Cher (tiro 'nate) and Cat-;' 190, Florid.: Statutes, as entente;!, brown as the Una Cenatnuandty Developmmt District Act of 1980 (the "Act' . WITNLSSETH: SAS, if Is the yuspusra awl et tie f�veRaesa Ki li6azua�ru auuaarkza the c1ty, the County and the Menke t to make the most efficient On of t ve pawing, reaaowceS, authority and capabilities by enabling than to cooperate on the basis of tactual advaal#ag a sod to achieve tbe results provided for hi this Agreement pursuwt to Sction 163.01, Florida Sty, known us the Florida Interim' Cooperation Mt of 1969 (the 'Cooperation Mr); and WHEREAS, it is the purpose of the Cooperation Act to probe a metes by which tier City, the County and the Diotrict zunay exercise their recpestive powers, privileges, and mubor ity which they may have separately, but which punnet t to this Agitement ,and the Cooperation Act they may exercise collectively; and WHEREAS, Section 163.01(5Xf) of the Cooperation Act provides that an interlocal *teemed may contain a method or formula for equitably providing for and allocating and Suing capital end 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 benefits rived or conferred by each participating government; and VVHEREAS, all of tbe lands contained within the boundaries of the District are located entirely within in the boundaries of the City; and WHEREAS, the Wand City Commission adopted Resolution No. R-03-133 on November 13, 2003, which supported the petition submitted to the County by Biscayne Development Pat= LLC for One creation of the District; and WUREAS, the District was created by the County purest to C>rdina nce No. 03-271 adopted by the Board of County Commisshone;rs of the County on Deoxmber 16, 2003 and effective on December 26, 2003, for the purpose of delivexbtg certain community development services and fraiiities within and outside the boundaries of the District; and WHEREAS, the Distciet has deeldexh to undertake the of main roadways (within and outside the boundaries of the District), water and sewer fatalities, at stionnwater went system, streetscape and lendseepe of peeking garages pursuant to the Act as more folly described in Exhibit A —Part 1 attached to this Agreement (the "beast"; and 1 l WHEREAS, in commotion with the construction of this Project Biscayne Development Partners UC, 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 known al rifdtown hfiami (the "Development, and has sold a pordoe of the lands wits ht the District to Developers Diversified Realty Corporation, an Ohio corporation, or one or more of its affiliates, which is exported to develop the ranaining portion of the Development (Biscayne Developnteat Partners U.0 and Developers Diversified Realty Corporation and any applicable affiliate being collectively refentd to as the "Developer"); and WHEREAS, without construction of tbo ?inject the Development cannot be bum WHEREAS, upon completion, the Development is expected to contain to retail shopping center, residential condominium units with retail areas, an office tower with retail areas, rental :pediments, a hotel, an entertainment facility which wilt include rc aiI areas and a spa, public plazas, and parking facilities; and WHEREAS, the Development is a pected to stimulate economic deevek masent and growth within the City and the County benefiting their citizens and to gamete significant revenues for the City and the County, including without limitation, increased ad valorem tax revenue, sales tax revexme; gas tax revenue, tourist or convention development tax revenue and other fees and charges related to the De^velopt neat; and 'WHEREAS, in light of these significant material befits 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 malt of the development of the Development, in consideration for the purfbrmance 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 making annual Economic Incentive Payments (defined herein) to the District to help defiay a pottiann of the costs of the Project and as an additional source of security for the Bonds (defined herein), all in accordance with the teens of this Agreement; and WHEREAS, pursnarnt to Chapter l63, Part 1fl Florida Statutes, as upended (the "Redevelopment Act"), the City and the County desire to cause the Community Redevelopment Agency (defused herein) to establish the Community Redevelopment Area (defined herein), and a conutiuuity redevelopment plan, to enable the Community Redevelopment Agency to =eve slum and blight within the boundaries of the Community Redevelopment Atea; and WHEREAS, the Redevelopment Act narraters redevelopment powers to counties with home rule charters such as the County, which is authorized to 'delegate certain ofthose powers to a municipality such as the City; and WBEREhA, in the event that the Community Redevelopment Aroa is established, the County and the City shall cause the Community Redevelopment Agency to contrlbu*e Tax [aeronaut Revesures (defined brrein) to the District,, and the County and the City shall reduce the 2 amount of Economic Incentive Payments to be paid to the Disttiot in proportion to the amount of Tex Increment Revenues paid to the District and shall, under rextain circumstances, terminate their obligations to pay Benda Incentive Payments entirely, all in accordance with Article DJ of this Agreement; end WHEREAS, the District intends to finance a portion of the costs of the Project as sot fortis in more detail in lachdbit A =- Pa 12 (the "Parking gage Pried"),, from the proceeds of one or more series of Bonds, and *portion of the oasts ofthe Project es set forth in more detail in Exhibit A — Part 3 (the "General Infrastructure Project"), from the pry ottixo County Loan (defined herein); and WHEREAS, in the event that the County Lean is not provided to the District, the District intends to finance the General Inftastruct re Projett from the promeeds of Gene al Intlestrusture Project Bonds (defined herein); and WHEREAS, the District intends to secure payment of the County Lean through the levy of rain -ad valetem special assessments (the "Special eras") and to secure payment dear Bonds throtter Special AAsseennents, Economic Itzentive Payments and Tax Increment Revenues received under this Agreement, as provided in. the Indenter and &bizarr Documents; send WHEREAS, the parties have executed this Agreement for the purpose °felting ihuth (i) the obligations &the District in ptqvidivg the P3eet► CO the conditions under which the County and the City shall be required to make tic In a Payments to the Dia sir (iii) the conditions under which the County and the City shall cause the Conmnmity Redevelopment Agency to pay Tax incxament Revenues to the Distti (iv) flat amotmis to be paid by the Comity and the City and the tomes from which the County sad the City may, and may not, make such payments; (v) the obligation of the City and the County to csnae the Community Redevelopment Agetacy to establish the Community Redevelopment Area; and (vi) other specific provision; relating to the payment of finds by the County end the City to the District: and WHEREAS, in order to equitably apportion the burden of the Posts of the Parkin Garage Project, the District shall use the Economic Incentive Faye received from the Cray and the County and the Tax Increment Revenues received from the Community Redevelopment Agency to reduce the amount of Special Assessments actually collected an each pucel of land specially benefited by the Parking Garage Project in proportion to the amount of Economic. hnoentive Payments and/or Tax Increnamt Revenues generated by each such benefited all in accordance with the terms end conditions of the Indenture (defined herein) and the Special] ent pmceedingsoratesDisiric1and WHEREAS, the acquisition, consttoction, equipping and financing of the Project constitutes a public purpose in accordance 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 TUREEOR1, for and in consideration of the mutual premises set forth above and the covenants, obligations, duties and benefits se forth in this Agreement, tbo District, the City and the County agree as follows: ARTICLE I DEFINITIONS Section 1.1 Dpoftiotns. In addition to tests defined within the test of this Agreement and in the Indenture, the capltatixnd terms set forth below shall have the following meanings, unless the context requires a +fi T aunt intoning: "AnttuN Debt Service" shall mean Level pay u to of principal and ingest oar the Bonds each year in accordance with the debt service schedule determined at the time the Bonds are issued. 'Bonds* shall mean the Midtown Iviiand Community Development District Special Assessment Bonds issued initially in one or more series pursuant to the pal:widous of the Indenture to finance the Parking Garage Projcet. `Bonds" shall not include the General Infrastructure Project Bonds. s,C.erdlies rn of Oeasp iecy" shall mean a certificate of occupancy issued by the aty pursuant to Section 106.1 of the Florida Building Code. "Community Redevelopment Agency" shall mean a ea pity 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 Are&' shall mean the oterommity redevelopment area established by the County and the City pursuant to the Redevelopment Act that has the some boundaries as the District and limn which Tax Increment Revalues shall be derived. "Completed Development Component'. shall mean a Development Component with respect to which a Certificate of Occupancy has been issued. "County Loan' atoll mean the loan by the County to the District derived $om the proceeds of the Section l08 Loan and secured by *pledge dgGe of Special Assessments ha acc ord:mx with the Loan Documents. "Development Component" shell mean each of the development components listed in Schedule 2. "Economic Incentive Payment" shall mean rwuuat payttreay to be made by the City and the County, respectively, from legally evailoble Non -Ad 'Valorem Reveriuea, payable in accordance with Schedule 1 and Article III of this Agreement 4 "Event of Impossibility" shall mean any official governmental action, whether legislative, a ec live or judicial, with regard to environmental contamination or adverse ring changes that ratdees construction of the office component of• Pletse dI impamat'ble. "F!iaweisl Advisor" shall mean an independent financial advisor engaged by the District, the City and the County for the putpoee of delivering the certification in Section 3.4.](B)(4) of this Agreement; provided, however, that the fees sad eacptneos of the Fina eial Atli/Isar shall by paid by the District. "hcaf Year" shall mean October 1 through September 30 attach year. "General Infrestructure Project Bonds" shall mean one or more aerie of'bonds issued under the Indenture to finance the General Infrastructure Project, and any additional bonds issued to refund adt or a portion of the Gat Znfcasnnar_ r Project Bonita or to tom ktc the,rowtorsit Infrastructure Project. Neither Economic incentive Payments nor Tax berem nt Revenues stall be pledged to any such bonds. " Intdentnr&' shall mean the Maser Trust Iadentute, amorded and supplemented front time to time, is be enteral into by and between the District and Waebovis Rani, National Association, as Trustee, in connection with the issuance of the Bonds and the General lnfrestmcttre Project Bonds, if any. "LoansDocuments" shall mean the note, loan smarted and other related documents with respect to the County Loan. "Maxine n Anneal Debt Service" shalt mean, as of any patticular tilde of caicuWWion, the greatest amormt of Annual Debt Service for the then current or any Aleut bond year. "Neu -Ad Valorem Revenues" shall mean, with refit to the City and the County, as applicable, all revenues ate City and the County derived from any source der, other dun ad valorem taxation on real or personal property" which is legally available to make the Economic Incentive Payments required hereon, but only after provision has been made by the City or the Cyr to pay for service end programs which are necessary for essential public purposes affecidng the health, welfare and safety of the Inhabitants of the City or the County or which CUT Ie a11ymandated by applicable law. "Process Report" shall mean the progress report :equine! lo be delivered by the District to the City pursuant to Section 32.2 which shall include adeeceiption of the Development Component and a copy of tbe Certificate of Oe upancy for the deem -bed Development Component "Redeye anent Trust Pond" shall mean that redevelopment hest find to be established pursuant to Section 163.387 of tbe Redevelopment Act in which all Tax Inclement Revenues shad be deposited by the Coamrunnity Redevelopment Agency. 5 “Section 108 Loan” shall mean a loan by the U.S. Department of Housing and Urban Development to the County under Section 108 of rite Housing and Conunuruty Development Act of 1974 for approximately $20,600,000. bacremeit Revenues" shad mean the tine inarcaremt revues generated within the Community Redevelopment Area and deposited in the Redevelopment Trust Fund pursusnt to the Redevelopment ARTICLE II REPRESENTATIONS; laTNDINGS Section 2.1 The County represents and warrants as follows: 2.1.1 The County is duly organized and velialienisting as IS political subdivision of the State of Merida. 2.12 The County has full power end authority to canter into the tswtsaoti ns contemplated by this Agreement and to carry out its obligations under r this Agreement. 2,1.3 The County has duly authorized the execution and delivery of this Agreement, and assnroing its due authorization, execution and delivery by the City and the District, this Agreement Constitutes a valid and legally bitrting obligation of the County, enfvroeable in aecordance with its terms, except to the extent that its cefaroe*bdity may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with Fusel principles of equity. Section 2.2 The City represents and warrants as follows: 2.2.1 The City is duly organized and validly existing as municipal cotporation under the laws of the State of Florida. 2/2 The City has full power and authority to enter into the transactions ocatemplated by this Agosement and to cany out its obligations under this Agreement. 2.2.3 The City has duly authorized the execution and delivery of this Agtunent, and assuming its doe authorization, execution and delivery by the County and the District, this Agreement constitutes a valld and legally binding obligation of the {Sty, enforce in accordance with its terms, except to the exert that its enforceability may be limited by any appficable bankruptcy, insolvency, moratorium, reorgazdzation or other similar laws affecting creditors' rights generally, or by the exeivice of judicial discretion in with principles of equity. Section 2.3 The District represents and warranty as follows: 6 2.3.1 The District is duly organized and validly existing as a load xxttit of special purpose government tender the Act and the Chaste and as an independent special district under e. naptcr 169, Florida a�aatutes. 2.32 The District has full power and authority to enter into the transactiellS contemplated ated by this Agreement and to carry out its obligations under this Agreement and to issue the Bondi and the General Infrastocture Project Bonds, if any, pursuant to the Act. 2.3.3 The Didrict has duly authorized the eeetution and d lrvea;y of dais and summing its dee men, elevation ard shivery by the Comfy and the City, this Agreement constitutes a valid and legally binding ebllgalioaa of the District, enforceable in accordance with its terms, except to the euctent that its enthrteability may be limited by any applicable bankruptcy, insolvtmey, =atelium, reorganization or other similar laws affecting re -editors' rights generally, or by the cerise of judicial i _- _ ' . _ r "- _ with general principles of equity. Section 2A The City and the County agree as follows: 2.4.1 The County and City shall talcs all action necessary to cause the Community Redevelopmeatt Agency to rotablisit the Community Redevelop rest Area as soon as pmetleable, and to amend this Agreement to inch& the C nimnnity Redevelopment Agency as a party, if 2.4.2 The County and the City shall cauSe the auamtal budget for the Conununity Redevelopment Agency to require the Community Redevelopment Agway to pay Tax betrement Revenues from the Conununity Redevelopment Area to the District anneolly► in accordance with Article 111 of this Aft. Excess Tax Inaerrnt Revenues shell be retained by the Community Redevelopment Agency in the Redevelopment Trust Pound sad reflueled to the City and the County at the end of each year of the Community Redevelopment .Agency on a pm-rata basis in accordance with the annual budget and the Redevelopment Act. 2.43 The County and the City shall muse the Oemmurity Redevelopment Area and the Conununity Redevelopment Agency to Main in existence and the Talk Inceeneot Revenues to remain unencambered (ecteept as con emplatecl by this Aft) for so long as the Bonds are outstanding usher the Indenting. 2A.4 The County and the City shall enter into such agreements, and cause the Community Redevelopment Agency to enter into such agreements, and provide such mutual information, and raves the Community Redevelopment Agency to provide catch animal information, as shall be necessary' to comply with Securities and Exchange ' Rule 150242 with respect to the Bonds. The County and the City shall provide, and cause the Commueity Redevelopment Agency to provide, irafo Cation to the Millet necessary for inclusion in the Preliminary Limited Offering IvIesaorendum and the Limited Offering Memorandum relating to the Bonds, and shall execute such closing ctatLfiretes at the time of issuan a oftite Bands is shall be reasonably requested by the District and the mnderawriter of the Bonds as to the accuracy of the information provided by each for bolosion Ihtetin, 7 Section 2.5 The District agrees as follows: 2.5.1 The Indenture shall provide that the holders of au: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,, pewit a Tian to be filet against or emcutaber in any maanntx the Special Assessments, other than as provided in this Agement, the denture the Loan Documents. 25.2 The District approves the establishment of a Community Redevelopment Area and the Community Redevelopment Agency by the County end the City to tad the Tax Increment Revalues and agrees to amend this Agrot went to add the Community Redevelopment Agency as a pasty, if necessary. 2.5.3. The District Anil not dissolve or expand or contract its boundaries ries for so long as the County Loan is outstanding under the Doan Documents and the Bonds are outstanding under the Indenture. Section 2.6 It is found and declared that: 2.6.1 Expending public hands to fame° the construction of the Project is in the best interests of the City, the County and the District and their respective ciifrena and residents. 2.6.2 Expending public fluids to finance the construction of the Project will serve the valid and important public purpose of economic development and redevelopment by improving the local infrastructure of the City and the County and facilitating the development of the Development. 2.6.3 The construction of the Project and the development of the Dovel «,t win serve the valid and important public purpose of protecting the health and worms of the citizens of the City, the County and the District by fostering economic growth within the District and eliminating bli -1 z by attracting, cmades and retaining retail and cccuraiercisl 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 `brownfeld site" and will be subject to rennedied= of environmental hazards ARTKTE Ill FINANCING PLAN Sallee 3.1 Geuerskt 3.1.1 Pursuant to the tarns ado Indenture, the District shall issue the Bonds to pay a portion of the costs of the Project, and shall levy Special Aesesaments pursuant to the Act and Chapter 170, Florida Statutes, to the extent and infix: amount necessary to pay outstanding debt service on the Bands, the County Loan and the General Infrastructure Project Bonds flaw. As provided in the Indenture, for each bond year, the District shall evidence and certify to the tax 8 collector or cause the properly appraiser to certify to the tax collector for 0)11u:don maw to Chapter 197, Florida Statutes, or any succ*sr sues, as applicable, an enema equal to the Special Assessments levied by the District lass the amount of %utive Payments and Tax Increment Revenues received by the District and alto for payment in snob bow yen: In accordance with Section 3.23 below, the a tnownt of Ecnarnie Incentive Payments to be paid by the County and the City each year shall be reduced by the amount of Tax Dement Revenues paid by the Commmatmity Redevelopment Agency in such year, and is the event the conditions set forth in Section 3.4 below ere satisfied, the obligations of the County and the City to contnb to Economic Incentive Payments shall be released. As provided ha the Indenture, aal8 Economic Incentive Payments and Tax Inclement Renew received by the District will be held by the Thrace in the bye and accounts eatablistoi mull. the Wein= and disbursed by the Tam in accordance with the terms and conditions of the Indenture. 3£1_9_, ht the event that the not/ Lose xx not provided to the Meet, the Disteiet me, issue the Gemmel Inteentectut Project Bondi or make alternate tcriangtmumts satisfactory to the County and the City to Oran= the casts of thei General Infrastrunture Project, as set forth in more detail in Section 3.2.4 below. The General Infesstructure Project Bonds shall be germ by Special Assessments on a parity with the Bonds. 3.1.3 The County and City ere not esponsibbe for any other cats or ewes of any tend with respect to the Parking Gsaage 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 Increment Revenues are insufficient to meet the Annual Debt Service on the Bonds, the District shall be responsible for the deficiency, and the District may collect Special A.ssessuents to pay for such a lrcjeney. Section 3.2 ftmengsbeeneivc Payments. 3.2.1 Stitieet to Subsection 3,2.4 and 32.5, 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 1 for each Completed Development Component, pinvie ed that such Eoanemic Incentive Paymeets do not exceed the connesponding Annual Debt Service requirements on the Bonds. The Economic Incentive Payments for each Completed went Cortonment as sot fart' in Schedule I shall become payable to the District sawn fitly aka deserileixt it Subsection 32.2 below, commencing as follows; (f) Economic Incentive Payments for the Completed Development Cotupoucnta for Phase I shall corm nor in the calendar year /blowing the calendar year in which Certificates bf Oecupancy have beta issued for at feast ninety percent (90%) of the Development Components for Phase 1, which shall include the retail component, as described in Schedule 1 of this Agrvenieut, fang each and every year thereafter Cave of Certificates of °mupa y for Dovvelopmeaat Components in Adam per) through the term of this Agreement, subject to reduction in accordance with Subsection 3.2.3 below and elimination pursuant to Section 3,4 below, (ii) Economic Incentive Payments for Completed Development Components for Pbaase A tbal1 commence in the calendar year following the extender year in which Cathie -nee of Occupmcy biros been issued for at least ninety percent (90%) of the Development Components for Phase II, which slat include the 9 office component unless development of the office component is subject to the occurrence of an Event of hapoxsibility (such an Event of Iraposaibihty shall not reduce the fbnegoing 90% requirement), cont{nning each and every year t (bane pective of Certificates tes of Occupancy for Development Components in fume phases) through the tam of this Agreement, subject to mduction in act ardance with Subsec1Yon 3.Z.3 below and of minntion pursuant to Section 3.4 below. 32.2 No later than January 31ie of each year curing the term of this Agreement, the District shell submit a progress report (the "Progress Report') to the City, the County and the Community Redevelopment Agency setting forth the Ccmpicted Development Components, if any, as of Jarrenary 1 of that year. For each Completed Development Component identified in. mach Progress Report the City shall verify that a Certificate of Ocoupancy wits issued for each. No later than December 3 i" of that same year, the City and the County_ pll pay to the District, subject to reduction in accordant, with SuI a tioa 3.2.3 below, the Economic (negative, Payments set forth in Schedule I duo flat each Completed Dovelopmeart Co npanent described in the Program Report, as well as for all Completed Developmts t Components drawled in all prior Progress Reports. The District shall use the Economic lucrative Payments roesived from the City and the County solely to pay corresponding Anneal Debt Service on the Bonds. 3.2.3 ' In the event that the Community Redevelopment Area and the Redevelopment Trust fund arts established on or before hoe 30, 2005, and the conditions set fbtth in Section 3.4.1(A) are satisfied, or is the event that the Commnmity Redevelopment Area and the Redevelopment Trust Fund are established after Juno 30, 2005 and the conditions set forth in Section 3.4.I(B) are satisfied, the obligation of the County the City to contribute Economic Incentive Payments to the District shall be eztingedahed. In die event that the Community Redevelopment Area and the Redevelopment 'lust Fond are established a to June 30, 2005, and Tax hxzernent Revenues arc paid to the District pursuant to Section 3.3 below, the County and the City shall not be required to contribute Ecorna mien Noce ntive Payer to the District he any year in which the Tax Increment Revenues contributed to the District are at least equal to the debt service due on the Bonds for that year. Subject to Section 3.3.1. below, if the amount of Tax increment Revenues contented to the District in any year is lest than the Annual Debt Service on the Bonds for that year and the Esc incentive Payments have not been released pursuant to Section 3.4 below, the County and the City :ball make Ecanoanfc Incentive Payments to the Dfstdet in an amount equal to the difference between the Annual Debt Service on the Bonds for that year and the Tax Incaremcnt Ravenna received by the District in that year, provided that the earn of the Tax Increment Revenues and the Econnomic Inc cntive Payments contributed to the District in any year shall not exceed the total Eoomnrdo incentive Payments due to the District in that year pursuant to Schedule I ettaeitod 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 front the U.S. Department of Housing and Urban Development for the Section 108 Loan, or (i) the District or the Developer shall have made alternate attangemente satisfactory to the County and the sty to finance the General Infrastructure Project, which may include, without limitation, a loan from a third party lender or the issuance of General Infrastructure Project Bond; notes. bond anticipation notes or other indebtedness unties the bndont= secured by Special Assessments on 10 a parity basis with the Bonds, and (ii) the Developer shall have delivered letter of intent to the County end the City regarding certain cormntunty incentive, 32.5. Notwithstanding anything contained in this Agmement to the c mtratyy, the amount of Eeoreamic Incentive Payments contributed by the County and the City to the DieRriet in each year shall noterxecod Annual Debt Spice for that year. Section 3.3 T Iu remtat Revesines. 3.3.1 The City Alid the Cmenty &etre to esUblbh the city Redevolnrpment Area and to cause the Community Redevelopment Age n y to contribute Tax Increment Rovetmes m the District fxotn the Redevelopment Trust Fund aiun ally in en amormt not to emceed Annual Debt Service on the Bonds. The County and the City shall ekeee the Community R.e' op:n ee. Agency to include such Tax Increment Revenue payments in the Co mnmity Redevelopment Agency's annual budget, end to require that such Tax Increment Revenues received iveed by the Commtmity Redevelopment Agency by January 1 of awl year be triatefeered to the District no later titan foamy IS of the same ym. Notwithstanding anything to the contrary Win, the Conu iwxity Redevelopment Agcnxcy shad not be obligated to contribute Tax resat Reveries to rice District moil mach time as Certificates of Occupancy have been issued for et lest ninety patent (90%) of the Developmea t Comporlenta for Phase I, including the retail fit, as d,eseribed in Schedule I of this Agreement. Upon the issuaucc of such Certificates of Occupancy, the Commu city Redevelopment Agency shall contribute Tax Increment Revenues to the District in accordance with this Section 3.3 in each and every year u ntfi the won of ills Aleetrosne provided, however, in the event that the issuance of Certificates of Owl:pnay fo at least ninety percent (90•4) of the total Development Cemponents for Phase 1T is not achieved by Number 31, 2007, which AA include the office component, unless the development of the oiler component is subject to the occurrence of sat Event of Impossibility, the Coomudty Redevelopment Aseney Isbell con4abute Tax Moment Revenues in warden= with Section 33 only for thole Development Conapone eta for which a Cenifitate of Occupancy Las been issued by December 31, 2006. Upon the issuance of Certificates of pcxupaney for at least ninetY percent (90%) of the total Development Compamnts fbr Phase II, the Communityanity Redevedopment Agency shall contribute Tax Increment Revenues xv the District in accordance with this Section 3.3 in each and every year until the termination of this Moaned. 3.3.2 In the event that the amount of Tax Increment Rovenuea deposited in the Redevelopment Trust Fund are insnf cient to pay debt r vice on the Bodo and the obligations of the City and the County to contribute .Eoonomik Intxottive Payments have not boon extinguished pursuant to Section 3.4, all of the Tax Increment Reereastneae on deposit in the Redevelopment Trust Fund shall be contributed to the District provided the conditions for such rentributiou sat ibrth in Section a.3.1 above have been satisfied and the Marty and tints City shall provide Economic incentive Payments to the District in an account necessary to satisfy such deficiency in accordance with Stotler' 3.2 above. 11 3.3.3 Any Tax Inclement Revenues on deposit in the Redevelopment Trust Auld in any calendar year in excess of the arno mts due and teatattifenred to the District under this Amerman in such year shall be refunded to the County and the City at the end of each f seal year of the Community Redevelopment Agency on a pro-t to basis in accordance with the annual budget and the Redevelopment Act. 3.3.4 In no avert shall the mount of payments of Tax Increment Revenues contributed to We Dispict exceed the Annual Debt Service requirement on the Inds. The obligation to trsnsfe r Tax bua'emexrt Revenues shall cease when the Bonds are no longer ontstsmdb,g. Section 3.4 3.4.1 The obligations of Cite County and City to cotmiibute Eamonnic Incentive Payments to the District pursutntt to Section 3.2 above shall be sactinguished and replaced by the Community Redevelopment Agency's obligation to contribute art Increment Revenues pensu>aat to Section 3.3 above if (A) In the event that the Community Redevelopment Area and the Redevelop neat Trust pond are established no later than lune 30, 2005 and caul of the following oanditinns is satisfied: (1) thus Agreement is amended to add the Community Redevelopment Agency as a party; and (2) the District, the County and the Caty agree that the percentage 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 bantam, shall be equal to the lesser of (i) the maximum percentage authorized by Section 163381 of the Redevelopment Act, which currently is 9S% (the 'Maximum Percentage"), or (ii) a percentage less than the Maximus Percentage but sufficient to =able the Community Redevelopment Agency to pay to the District in each ealeandar year Tax Interment Revenues equal to the debt service on the Bands in each such year (cc the mire:ring terra of the Bonds. (B) In the event that the Community Redevelopment Area and the Redevelopment Trust Fund are established attcr lone 30, 2005 and each of the following conditions is satisfied: (I) the County and the City are cwrent on all Economic Incentive Payments due under this Agency as a party; (2) this Agreement nt is amended to add the Community Redevelopment (3) the District, the County and the City agree that the parentage of Tax Increment nt Revenues to be contributed to tin Redevelopment Trust Fused by the County and the City in eacds calendar year while the Bonds arc outstanding under the hale store, shall be 12 mad to the lesser of (i) the maximam percentage authorized by Section 163387 of the Redevelopment Ad, which can Uy is 95% (the ' Maximtmn P tcentag '), or (ii) a pczcentage less than the Ma"dmum Pacentage bat sufficient to enable the Community Redevelopment Agency to pay to the District in each calendar year Tax inertmeat wee egad to the debt service on the Bonds in each such year for the remaining term of the Bands; and (4) the Financial Advisor certifies in writing to the District and the Trustee for the Bonds, that fiords on deposit in the Rsstlevelopment Not Fund in the cumin calendar year are sufficient to enable the Community Redevelopment Agency to pay to the District Tax Iucremeut Revenues equal to the ,Mexim!mz Annual Debt SorviM on the Bonds, Upon Bonn of he conditions under paragraph (A) or (8) above, the Counts and the City's obligations to contribute tic litcrankvc Payments under this meat thall terminate. Section 3.5 Issuance of Bonds. 3.5.1 The District way issue Bonds in one or more series to pay the capital coats of'the Parking Craragc Project fnctuding all casts and expenses related to the issue of the Bonds; provided, however, the County and the City have an opportunity to participate in discussions relating to the stractmmg and pricing of the Bolds and have an opportunity to review and discuss lesseeand expenses related to the issnancc of the Bonds. The obligations of the County and the City to (=tr bute Economic Incentive Payments and the obligation of the Community Redevelopment Agency to contribute Tax lncxement Revenues shall not exceed the Aeverl Debt Service on the Benda in any year. The District may also issue General Infrastructure Project Bonds to finawe the cod of the General infrastructure Project and all costs and expo related thereto in the event that the County Loan is hot provided to the District. 3.5.2 The District may issue additional reftbnding Bonds provided the maturity on the refunding Bonds does not exceed the maturity on the refunded Bonds and the aggregate debt service on the recta ding Bond is equal to, or less than, the debt service ort the refimded Bonds. 3.53 The District may, subject to Subeection 3.5.1 above, issue completion bond under the Indenture to pay costs that exceed $51,204,019, the estimated cost of the Parking Garage ?inject to be geared through the inflame of the Bonds. The County and the City shall not be obligated to conteibnto Boonoxsnic 1oentive Payments and the Community Rsdevelopnnent Agenncy aball not be obligated to contribute Tax Incrasus t Revenues to pay debt service an melt completion bonds. 13 ARTICLE IY CO'VRNANT TO BUDGET AND APPROPRIATE Section 4.1. The City and the County each caveman end agree to appropriate in their respective annual budgets, by amendment, if necessary, Bons Non -Ad Valorem Revenues lawibily, available in each Fiscal Year, atnotmts sufficient to .pay the Economic Incentive Payments when due pursuant to this Agreement, provided, that such Economic Incentive Payments shall not exceed the debt setvice on the Bonds in any Focal Year, less the amount of 11nrc increment Revenues paid to the District in such year. Such covenant and agreement on the pert of the sty and the County to budget and appropriate such amounts of Ton -Ad Valorem Revenues shall be cumulative to the octant Bconomie Incentive Paynneet pursuant to this Agreement remain unpaid, and shall coutimze until such Economic Incentive Payments are paid, provided, however, such covenant and agreement shalt teatainate once the obligations of the County and the City to make Economic Incentive Payments are extinguished pursuant to auction 3.4. Notwithstanding the foregoing covenant of the City and the County, the City and the County do not covenant to rt tttain any services or poogrsars, now provided or maintained by either the City or the County, which generate Non -Ad Valorem Revenues. Section 4.2. Such covenant to budget and appropriate does not create any lien upon or pledge of Non -Ad Valorem Rcvenuee, nor dais it preclude the County or the City from pledging in the fixture 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 sheen on the Non -Ad Valorem Revalues of the City and the County as oppoecd to claims of general editors 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 nny obligations secured by a pledge of Non-M Valerian Re tries prior to or subsequent to the date of this „Agreement (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 County's gene nl annual budget far the purposes and in the manner stated in tWa Aar tent shall have the effect of making available in the manner described in this Agreement, Non -Ad Valorem Revenues and placing on the City and the County a positive duty to appropr1 to and budget, by sntendment, if necessary, amounts sufficient to meet their respective obli x , ono of making the Economic Incentive Payments, to the extent required by this Agreement, subject, however, in all testate to the restrictioas of Section 166.241, Florida Statutes, and Section 129,07, Florida Strews, which provide, kr part, that the governeng body of each sash municipality and smutty, respectively, make appreeriatices for each Fiscal Year which, in any one fiscal year, shall not exceed the atnotmt to be slaved from taxation or other revenue souroes, and subject truth, to payments for services and programs which are essential public purposes affecting the health, welfare attar safety of the inhabitants of the County and the City or which are legally mandated by applicable law. Satan 43. The Bends shall not constitute a gaoeaal obligation of the City, the County or the District within the meaning of any cotastitutionai or statutory provision or limitation or a pledge of the City's, the County's or the Distriet'a full faith and credit, but ahaIU be secured by and payable as to principal, premium, inlay, and interest solely from the !Pledged Revenues" as defined In the Indenture, including primarily the Spacial Assess:menu, the Econoinia Incentive Payments, and the Tax Increment Revenues in the roamer described in the Indenture. 14 ARTICLE V Section g.l. Roadways end Traffic lizards, As part of the Project, and pursuant to the Act, the District shall Sand 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 fined and contract certain new roadways within the boundaries of the District They t Comet Avenue (NE 35"' Street t' NE 30th Sty; Midtown Botdevnd (NE 365th Street to NE 29h1 Straeet); NE 32" Street (East Cast Avenue to North Miami Avenue); NB 34' Street (East Coast Avenue to North Miami Avenue); Nl3 31" Street (Ivlidtown Boulevard to North Miami Avenue); Buena Vista Avenue (NE 36" Sired to NE 32" d Street); NE 35"Street (East Coast Avenue to Midtown Boulevard); NB 3O'e' Street (East met Avenue to Midtown Boulevard) (colle vely, the New Roadways"). ; cept . u Ease Copal Avant; ;r shall b owned and maintaira by the District, the New Roadways shall be constructed within public rights away. The District shall also fund and improve certain roadways, which are located outside the boundaries of the District. They are NE 29'a Street (between East Coast Avenue and North Miami Avenue) and NE 34°' Street (between the District's eastern boundary line and NE 2"d Avenue) both of which are owned and operated by the City (tire "Improved City Roadways'); and North Miami Avenue (between NE 29"' Avenue and NE 36' Street) and NE 2'd Averwe (approximately 50' north and south of the ikon), both of which are owned and operated by the County (the "Improved County Roadways"). The improvements to the Improved County Roadways and the Improved City Road'woyu shall be within public nights of way of the County and the City, respectively. See Exhibit B prepared by the District's Consulting Engineer for a more complete description of the roadway iatpmvementa, The District shalt also fund and construct throe new traO1 signals at North Miami Avenue & NE 34'h Street; NE 2 nd Avenue and NE 34°' Street; and Buena Vista Avenue and NE 36a Street. The District shall agree to fund the costs of enhanord maintenance a ibr the roadway improvements pursuant suant to a subeeeenent agreement to be entered into by the City and the District. Section 5.2. Pabiie Sneer* As part of the Project, and pursuant to the Act, the Dfstriot shall also fund and construct public spaces, which will be owned lard maintained by the.Disrict. The spaces are generally desunired as three public plates on the east edge of tedtowan Boulevard located at the intersections of contiguous development parcels; one public space Located on the west side of Buena Vista Avenue between NE 32' d Street and NE 34th Street; t; one public space with a fountain located in the block abutting NE 36a Street. between BuenaVita Avenue and Midtown Boulevard; and two or three Linear parks along the west side of Midtown Boulevard. The public spaces may consist of Ia rdscaping, fountains, benches,, paaidng, decorative lighting, pavers and other appurtenances. 15 ARTICLE VI GENERAL PROVISIONS Section 6.1 Tennt2f Agreement The term of this Agreement shall expire on the date that the Bonds arc no longer outstanding under the Indenture and the County Loan has been satisfied (the "Tenn`. The obligation of „. City and County to make Economic Incentive Payments and the obligation of the Comaamrity Redevelopmaut Agency to make transfers ofTax Increment Revenues shall cease on the date the Bonds are no longer outstanding sander the Indenture, even if such date is earlier than the end of the Tam, provided, however, that the obligations of the County and the City to make Economic Incentive Payments may cease earlier pursuant to Section 3.4. lion 6.2. Fxccution. Iir C rnmugrparta, 'Tins Agteerrent may be sbnaiteneonsIy executed to several counterparts, each of which shall be an original and all of which shall constitute but one and the snot* instrument. Section 6.3. . Nothing in this Ageoment shall be deemed a waiver of irumunity limits of liability of either the City, the County or the District beyond any statutory limited wnivrr of inunUmity or limits of liability contained in Stetson 768,28, Florida Statutes, as amended, or other statute. Nothing in this Aentoment shall inura to the benefit of any third party for the purpose of albwing any claim, which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law. No covenant, stipulation, obligation or agreement contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or aunt of any present or future member of the governing body or agent or employee of the County, the City or tiro District in its, his or their individual capacity, and neither the members of the governing body of the County, the aty or the District nor any official executing this Agreement shall be liable personally or shall be object to any accountability far reason, of the execution by the County, the City or the District of this Agreement or any related act Section 6.4. Default. Each of the parties shalt give the other patties written notice of any delimit under this Agreement and shalt allow the defaulting party 30 days from the date of its receipt of such notice within wttirh to cure any such defiunit or, lilt 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 sexual cure of any such default. Section 6.5. ,Notices. All notices„ requests, consents and other comnumicaatianc shall be in writing and shall be delivered, mailed by First Class Mail, poster prepaid, or ovemtght delivery service, to the parties, as follows. If to the City. The City ofMiami, Florida 3500 Pan American Drive Miami, Florida 33133 Attean: City Manager 16 With Copy to: City Attorney's true The City of Miami, Florida 444 S_W 24° Avenue, Suite 945 Miami, Florida 33130 Attcnt out City Attorney If to the County: Miami Dade County, Florida Stephen P, Clark Center 11 I N.W. to Street, Suite 2910 Miami, Florida 33128 Attention: County Manager With a Copy to: Mee of the County Attorney n-D Comity, Florida Stephen 1'. Clark Center 111 N.W. lie Street, Suite 2810 Miami, Florida 33I28 Attention: County Attorney If to the District: Midtown Miami Community Development District c/o Severn Trent Services Inc. 210 N. University Drive, Suite 802 Corral Springs Florida 33071 Attention: District Manager With a Copy to: 13111ing, Cock, Heath. Lyles, Mauro & 8883" Avenue, Suits 301 Fart iaudeidele, Florida 33316 Attn: ileums Lyles Secdo>u 6.6. Assignment or Tout*. Except with respect to the District's pledge of Economic Incentive Payments and Tax Interment Revenues to the Trustee under the Indenture to secure the Bonds a party may not nudge or transfer its rights or obligations under this Agreement to another unit of local government, political subdivision or agency of the State of Florida without the prior written consent of the other party or to Si private party or entity. Section 6.7. idiug Effect. This Agreement shall be binding upon and shall inure to the benefit of the City, the County, the District, and their xespectivo Section 6.8. A ee dment and Waivers, Any amendment to or waiver of any provision of this Agreement mint be in writing and mutually agreed to by the District, the City Manager end the County Manager; provided, however, that any amendment or waiver that is material or reerutta in a substantive change in the County or the City's obligations under this Agreement shall be subject to the approval of the County Commission or the City as the case may be. For the purpose of this Section 6.8, "matcriar and "substantive charnge" 17 shall refer** amenrdments or modifications to this Astronaut that affect the amount ar Iutation of Any Economic Incentive Payments, the term of this Agreement, or an increase in the size ar scope of the Parking Garage Project, Section 6.9.'ng. After approval of this Agreement by the respective governing Mies 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 canto this Agreement to be filed with the Clerk of the Circuit Court of Miami -Dade County, Merida, in acadance with the requirements of Section 163.01(14 Florida Statutes. Seeders 6.10, Ano icable Law agd'w,rnue. This Agreement and its provisions shall be governed by and construed in accordance with the lava oldie State of Florida. In any action, in equity or law, with respect to the erforrce mews or interpretation of this Agreement, venue shell be in the County. Section 6.11. Severabihty. If any part of this Aft is held by a court 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 full force and effect provided that the rights end obligations of the parties are not materially prejudiced and the intentions of the patties can condone to be effected. Section 6.12. Wins Agreement. This instnnceent 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 Meting to the subject nutter of this Agreement. [Remainder of Page Intentionally Taft Blank] 18 IN WITNESS WHEREOF, the City, the County, Ltd the District have each mused this Agreement to be executed and delivered as of the date indicated above (SEAL) MIAMI-DADE GOUNFY, FLORIDA N ATTEST: � wM' • i+" • Priscilla A. ern its • r am tk•Vi Dania Carrillo, Risk Manag, east ,Administrator APPRO CO iffe Tip''' Ade, raadro ilarello„ City Attorney MI AND 19 ekAtod Bente, Manager APPRLWED AS TO FORM AND LEGAL (SEAL) 20 MDTOWN MAW COMMUNITY DEVELOPMENT DISTRICT APPENDIX B INTERLOCAL AGREEMENT 1 [THIS PAGE INTENTIONALLY LEFT BLANK] SECOND AMEN➢1VIENT TO INTERLOCAL AGREEMENT among TIM CITY OP MIAMI, FLORIDA and MIA1VII-DA.DE COUNTY, FLORIDA and MIDTOWN ML4MVIC COMMUNITY DEVELOPMENT DISTRICT and MIOTOWN MIAMI COMMUNITY REDEVELOPMENT AGENCY SECONND AMENDMENT TO tr-mupd,oCAL AGREEMENT TEIS 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 lrnterlooal 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 HI 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 13," 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 W IRAS, pursuant to Section 2 of the First Amendment to the Interlocq.i Agreement, the Agency has :collected Tax Increment Revenuesandhas not coilix;ibutedthat,7,'a: .Increment • itte tote Districts and «ItE.A'S,••the••City, the' County,.' the District;and.ihe A'goney'llev ..esire':to,;a eh`ii.the -Interlocal'Agi'eemeTit 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, iegaily, • 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. Seetaon 2, The Interlocal Agreement is hereby further amended as follows: (a) Section 2.4.1. is deleted in its entirety and, is, replaced with the following; 2.4.1 The County and the City established the Community Redevelopment Agency.and,Cotnmunity Redevelopment Area prior to June 30, 2005. (b) . 'Section 3.2 is deleted in its entirety and is reserved. (c) Section 3.3.1 of the Interlocal Agreement•is hereby deleted and replaced in • its entirety with the fallo*iug: , 3.3.1 The parties agree that all conditions for the payment of Tax Increment Revenues by the Agency to the District., including the oarnpletion of the Parking Garage Component (the "Parking Garage") of the Redevelopment Plan and the public Plaza ' mprovements (the "Public Plaza") to the Mid Block portion of the Project,, along with 466,867•.square feet of retail space and two (2) condominium buildings and a mixed use buildin.g•with a total of 2,406,592 square feet, have been satisfied.'The Agency shall pay 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, not to exceed the Annual Debt Service on the Fonds as set forth in the Debt Service Schedule, attached hereto as Exhibit "C," and any Debt Service Shortfall (defined 'below), until the Bonds are no longer outstanding and any Debt Service Shortfall is paid in full. 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 yes, commencing on January .15, 2010. The Agency's obligation to make such payment timely is contingent upon the Agency receiving the Tax Increment . Revenues from the Tax Collector. The Tax Increment Revenues being held by the Agency for the years 2005, 2006 and 2007, Less $80,000 to be paid to the City of Miami for costs related to the establishment of the CRA within thirty days (30) of the execution of this Amendment, shall be .paid to. the District, along with the Tax. Increment Revenues received by the Agency on January 1, 2009, on or before January 15, 2009, Such payment shall be used • to pay the Annual Debt Service on the Bonds, as set forth in the Debt Service Schedule attached hereto as ExY'irbrt "•C." nfr l ilt o °:a 1.9x a nt Re eiiu , suf;Ei. ezi in. ertlnn IibrV1Cc,Q ' e3ocis,'Siiereinaer' �e PIT 7 r,rl ervicetSliortfa� t' a d';°iiisubseque t ear''the�T' ' e' • ".' � ). � ..,.,. n y �x`.�%CCe�erit 1.�`�oiiueS,e�ossds.tha:deti ' servics;'on t e Bpnds.far.such'yeat• (the "TIK Surplus"),' the amount' ofthe Tax Increment Renup 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 discretion, (ye credited against any. future assessment, due from the District's property ••2. owners, The District shall present -written evidence acceptable to the County and the City that the TIR Sut1plus was distributed to the,property owners, The Agency shall be annually compensated for all administrative services rendered by the Agency, subject to the availability of revenue in the • Redevelopment Trust hind. Such administrative expenses payable out of the Redevelopment Trust Fund shall be capped at an amount not to exceed one percent (1%) of the TIR Surplus. For purposes of the administrative one percent (1%), this amount will be calculated by taking the midtown tax increment revenue at ninety-five percent (95%) and multiplying that amount by one percent (I%) which will produce the capped amount the Agency may spend on administrative expenses, 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 provided 'that the County's approval of the Agency's administrative expenses does not .affect the timely release of the disbursement to the District, (d) Section 3.3.2 is deleted in its entirety end is reserved, (e) Section 3.3.4 is amended as follows: 3.3.4 In no event shall the amount of payments of Tax Increment Revenues contributed to the District exceed the Annual Debt Service on the Bonds nod gnzy Debt Service Shartfall. The obligation to transfer Tax Increment Revenue) shall cease when the Bonds are no longer outstanding and any Debt Serviceartfall is paid in full. (f) Section 3,4.1 is deleted and replaced in its entirety with the following; 3,4.1 The obligation of the County and City to contribute Economia Incentive Payments to the District was extinguished by the First Amendment to the Interlocal attached as Exhibit "B," same instrument, Article) IV is deleted in its entirety and is reserved. Schedule. I to,the.I'nlerlocal Agreement is deleted in its entirety. 36get er co i ti Section 4, Except as amended and supplemented by this Second Amendment, the remaining terms and provisions of the Intertocal Agreement is in all respects.liereby, reified and 'confirmed and, remains in full. force ar4..effeot., . • ' . 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. 'Zi•fit\'' VP.T.rl'oti M 4/Ai° fro'h'Ck\i, 51; 4•ta— (o • t. A 4_4•3 *** A (SEAL) IEST:, 9 -AP-OP City Clerk rAs6i/k/9> Wal^"Sfki-' APPROVED, AS TO FORM AND CORREC'INESS MIAMI-DADE COUNTY, FLORIDA 4 Co ty Manager A PROVED AS TO FORM AND CORRECTNESS County J9rney THE Y OF MIA.MI, FLORIDA City Manager • (S)3AL) • AWES& Seeretary, (SEAL) ' .ATITST: Supervisors _ .4cattne (1:5eir 'APPROVED 43 T FORM AND coyRRgcrgNES -/;?-19e MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT Chairman, Board of Supe so s MIDTOWN MIAMI COMMUNITY ' REDEVELOPMENT AGENCY mitive Director EXFU 3IT A. lnierlocal Agreement INTERLOCAL AGREEMENT AMONG reth OW OF MIAMI; FLORIDA • AND iyfrAmm) ADE CO:ONTY, FLORIDA. AND MIDTOWN 14E1w COP4IyIUNITY DEVEI,,OPMENT DISTRICT i)ATED May (0 2004 I TERt'LOCALAG1 EMYtJ'J1'J;T THIS XNTERLOCA.L AGREEMENT T (the "A.greement") is made and executed this 7 " day of May , 2004 among The City of Miami, Florida, a municipal corporation (the "City"), Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County„), and the Midtown 1vSiami Community Development District (the "}district"), a local unit of special purpose government established pursuant to Section 1,01(A)(21) of the County's Horne Rule Charter (tire "Charter"} and Chapter 190, Florida Statutes, as amended, known, as the Uniform, Community Development District Act of 1980 (the "Ant°'). WIT1w1ESS1iTIff ' WHi ERAS, it is the purpose and intent of this Agreement to permit and authorize the City, the County said the District to snake the most efficient use of their respective powers, . resources, authority end oapabitities by enabling them to cooperate on. the basis of mutual advantage and to achieve the results provided for in this Agreement pursuant to Section 163.01, Florida Statutes, known as the Florida ldterlooal Cooperation A.at •of 1969 (the "Cooperation Act"); and • WAS, it is the purpose of the Cooperation•Aot to provide a means by which the City, the County and the Distcict'Ma'y exercise thr ii 'respective p6weed, privileges, and authority which they may have separately, but which pursuant to this Agreement and the Cooperation Act they may exercise'colleotively; and 'WHEREAS; ,Section 'd 63.01(5)(0 of the 'Cooperation ,Act provides that an interlooal agreement may contain a method or formula for equitably providing for and allocating and financing capital and operating costs for capital projects and for the paytitent of debt service, including establisinxient of reserves on bonds, ea the basis of the amount of benefits received or conferred by each participating govbr neii ; and WHEREAS, all of the lands contained within the boundaries of the District are located entirely within the boundaries'of the City; and , ,�. .-:•,.....,....,... :ev0o.pm.erit;Parti era.t `o6lic.cre'atroin`o; WHEREAS, the District was'oreated.by the County pursuant to 'Ordinance No, 03.271 adopted by the Board of.Cpuuty Commissioners of the Comity on' December 16, 2003 and effective on lloccinbcr 26, 2003, for the purpose of delivering certain community development services and facilities vlithiri and outside the boundaries of the District; and ' RHEAS', the District has decided to undertake the construction of certain roadways (within and outside the boundaries of the District), water and sewer facilities, a stormwater management system„ streetscape and landscape of par3cin,g ,garages pursuant to rho Act as more fully described in Exhibit A —Part 1 attacbed to this Agreement (the "Project");, and 1 WrIEREAR,'in connection with the eons>xuction of the Project, Biscayne Development Partner 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 known as Midtown Ivliami (the "Development") and hes. sold a portion of the lands' within the District to Developers Diversified gealty Corporation, an' Ohio corporation,. or one or mom of its affiliates, which is expectad;to develop the remaining portion of the Development (Biscayne Development Partners LLC and Developers Diversified' Realty Corporation and any applicable affiliate .being. collectively referred to as the "Developer"); and Willt,R ASS, without construction of the Project the Development cannot be built: and WlilA.S, upon completion, the Development is expected' to contain a retail shopping center, residential condominium units with retail areas, an once tower with retail areas, rental apartments, a 1Yotel, an entertainment thcility which will include retail areas and a spa, public • plazas, and pig facilities; and 7 . • 1. ifi•TIERIAS, the Development is expected to stimulate econorxiie 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 devo]oprrrant tax'revcnue•and other fees and charges related to the Developmentvand •• ' ' . GY ]llit AB, in'light of these significant material benefits to be received and enjoyed by tho 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 development of the Development; and art' consideration for the perforrnanco•by the District of its obligations described ire this Agreement, the County anti• tho•.City;hava agz•'eed. to p€crtieipate in tire' development:of the Project by making' annual Economic 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 aceprdance with the-terms.of this .Agreement; and • , • t ?f!I7(E7� "�j'fiy !+.. s it;.'to 3;CIui •.t �;;�` 'r:•f'art : li';.Pipnda;i;Statut �;`as;• a' de' ,fry e .ly,E�••�d7.a::fi"*�.•:•`�',,e,":r ,.+•�.: +a ,;.,.,; ;,,�•,,o�..;Y.,. .d;..i„4..,,;,. :..t,�,;tx• n:�...,�it.i,..�;'i.l..a+.. �de;}Te. .f, 1 '.1:�4 .,,�.?t .,....,..., 1•7: ..�:_,...� .".L\,..h,.:�`r'" ,..:, .,. •r,..-=; 4,, ,,,.:.? 1?4i?cn , Qti;?d ` e: Ci'ta'•''a d ,te...Cpo ity:.4es%rota -,taus :!C.6zrarni t' ` „ de�+e o' i ent; . '.00.4a'y,(4070ed i):'tc.'astab]ish he' Ccsrunty'Redevelopxaent Arse(, lefiaedI7erein)afc' ., a community redveloprnentplan, to enable the CommunityRcdeveloptent Agency to re_rriove •slue aud,bligtit vdthirt.,the b:cundaries ofthe',Cornmunity Red'ave meet Area; and • • • lirlIEREAS, the 'Redevelopment Act Transfers redevelopment powers to counties with • hom.e,rale charters.su.ch,as the County, which is authorized to delegate certain of those powers to a:muttioipality snob 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 Revenui3s (defined herein) to tho )3istri at, and the County and the City shall reduce the • C`� amount ofBoone/hie incentive Payments to be paid to The District 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.accordancc with•Article 111 of this Agreement; and, WHEREAS, the District intends to f narrce.a.portion of the costs of the ?reject as set forth in more detail in Exhibit A—..Part-2 (the "Parking Garage Project"), 1~i•om'the prooeeds of 021e or morn series of Bonds, antis portion of the costs of the Project as set forth ixt' more detail'ire Exhibit A — Part 3 (the "General Infrastructure Project"), from the proceeds of the County Loan (defined herein); and • i ''1WCAS, in the event that.the CountyLoan its not provided to the District, the District • intends to finance the General Infrastructure Project fmm the proceeds of Genera] Infrastructure Project Bonds (defined herein); and. . . WEEREAS, the District intends to secure payment ofthe County Loan through the levy of non -ad valorem speoiai assessments (the "Special Assessments") and to secure payment' of the Bonds through Special Assessments, Economic Tacentive Payments. and ' ex rent Revenues received under this Agreement,, as provided in the Indenture and the Loan Documents; and , WIPIEREAS, the.pariies, iave;executed this Agreement for•the purpose ofsetting 'forth (i) . the obligation of the District in providing the Project; (if) the conditions under whiclx the Cotiitty and the City shall be required to make Economic incentive ntive Payments to the District; (iii).ttxe conditions under which the County and the City shall cause the Community Rodevelapmsnt Agency to pay Tax Increment Revenues to the District;liv) the amounts to• be paid by the Catnity and the City and the sources from' which the County end' the City may, and may npt; antd<e such, payments; (v) the obligation of the City and the County to cause the Conntraiiity. '1.edevelopment.Agenoy to establish the Community Redevelopment•Aroa; and' (vi) other specific provisions relating to the payment of ands by the• County and th'e-City..to the District; and "1 ilEABAS, in. order to equitably apportion Abe burden of 'the' Costs of'the' Parking ' Garage :k rojecti.the.D st ict,.sh• 1 i G;t}le;Ec rnamic: cetr�ive I'a} r its'te.Geiv d:from thn..City taf `'f a, oliz7tyt Arid the ax ftrcrenient t.evntler ';i cgzvA<i:>"i'y #kjr�i�;{o, .i. Ys4t}y + ed0v. o �y r t 1�r `� � tG„ G�t.�..,.� �Y�!y!,:�tC'�'aM",�•.7'W`;�,,...:,, �•.�1'.1c,�,,', �' tint ",ci 1 A4s's "'elrii , ac 1 a3lei ted;:oi3; e plk'. i .s coia'il 'ii rx t d b .t e arkiu :Crei e,'Pr e :''! '„ no' p Y e .Y h �' � �$ b3 rrC`�in pxoporhon�,#o `iiXe �%dujit..•n�' ��aoaaouua • Incentive 'eyrnimts.aid/or•,Tax IncrementRevertrr6s generated by each such benefited parcel; all in accorciaanoe with •tho_tertus;nnd•crnditions of the Indenture (defuned,h'eteiu) and the Special Assessment proceedings of':the District; and. ' ti• WREAS; tlae . accluisit err,, construction, equipping and 'ftnerncing• of the Project constitutes a public) purpose in accordance with Section 166.0,21, Florida Statutes, and'Seotiori 125.045, Florida Statutes, and is in the best interests of all of the parties and their respeotive residents {raid eitigens; • 3 NOW THEREFORE, for and in consideration of the mutual premises set forte above .d the covenants, obligations, dines arid benefits set forth in this ,4geement, the District, the City and the County agree as follows; . ARTICLE 1 DEFINITIONS Section 1.1 Definitions, In addition to terms ddfzned within the' text of this Agreement and in the indenture, the capitalized terms set forth below shalt have the following meanings, unless the context requires a different meaning: "Annual Debt Service" shall mean level payments of principal and interest on. the Bonds each year is accordance with the debt service schedule determined at the time. the `Bands are issued. • • "Donal" shall mean the 11fidtown Miami Community Development District Special Assessment Bonds issued initially in one or more series pursuant to the provisions of the lnderiture to flriarace the Parking Garage Project: "Bonds" shall not incitide• the general Infrastructtkre Project Bonds. , "Certificate of Occupancy" shall mean a certificate of.00cuparacy issued t e.City pursuant to Section 100.1 of the Florida Building Code. i°Cormzaunity Redevelopment Agency" 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. - "Corm:m :ay Redevelopment Area" shall mean the community redevelopment area established by the County' and the City pursuanti. to the Redevelopment Act Mat has' the ,same boundaries as•theDistrict aud,fron wlttoh°Tar Increment Revenue&shall •be•dezived.'' ' • °`tronapieted• »eveloputent Component shall mean e.•DoVeloprOnt, Component with • •respPrit[r.wxaidla:a Gett#fica e ofVMupancyhasbeen.is ed, . ' •'C., C s`l,i•s' ,'[�'t�"••�'t'� di,;,C. _.�.,.. :troi t u....:s ai,.. P,„ tl e,'.�4a ,by. e,.Coui tyi to,>inee,l t :der 'e 'r�T'J{�:�'� �' yl�„� . � .�r),. � „�. .. , � .:,.. �lr I ... i 6. . ,... • irooeeds.bf.. za ,ectip,n;; D : aari'aiul Secured by a`pleage of�Special'Assas€ri�e' th ian`accdrdanoe . 'with to LoanPocumonts, , ,. '"Develoitnaent Component" shall mean each of the -development odinponente listed in , ' Schedule I.. • • - "Economic Incentive Payment' shall meanannual payments to be made by tine City and the County, respectively, torn. legally available Non Ad Valeren2 B.evenues„ payable in aceordanee With Schedule land Article III ofthis Agreement' 4 . °Lirvart or Xxxrpassibflity" 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 of%oe eonpo,nent of Phase 11 impossible. "p'lnatroial Advisor" shall mean an, independent financial advisor engaged by the District, the City and the County for the purpose of delivering the certification in Section 3.A,1(B)(4) of this Agreement; provided, however, that the fees and expenses of the Financial Advisor shall be paid by the District. . . . "Fiscal Year" shall mean October 1 through September 30 of each year. "General .iufrastaruetnre P roject Bonds" shall tnt:tor one or more series of bonds issued , under the Indenture 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 any, attar bonds, • aalnaentnre" shall map the Master Trust Indenture, as amended and supplemented from time to time, to be entered into by and between the District and Wac1 ovia l ataky' National Association; as Trustee, in connection with the issuance of the Honda and the General Inita tructure.Ptoject Bonds, if any. "Lean Documents" shall mean the note, loan agreement and other related docnrnerrfs with respect,to.,tlre County Loan. "Maximum Annual Debt Service" shall mean, as of: auy particular date .Of calculation, the greatest mount of Annual Debt Service for the then current or any future bond year, "'IsTo t-Ad Yalvz'ezrn Reyeinses" shall mean; with. respect to, the City and the County, as applicable, all revenues of the City .aid the t unty derived from any source -whatsoever, other than ad valorem taxation on real or personal property, which is legally available to rrxal e the Economic 'frtrentivo Payments xequired..lierein; but. only after provision has been made by the .City. or .the, CouniY,t 1 ttYi .daz ;Pe.s}Ycgs, ad.pxht:,,g zisv., a•,S. xces r f F.: en, i .:..rti'lc semi' :engen;or: rrrariclted l'y'appIicable. , "Progress Deport" shall mean the progress report required to,bo dslidered by the District ' to the City pursuant to Section 3,2.2 which shall include a description of the Development Campazrea t, ar?Ii• a. copy of the. •Certifrcata• of ,Occupancy for the described •Development, • • Component. , , "Redevelopment Trust, .urxd". , shall "mean the redevelopment trust fond to be established pursuant to Section 163.387 of the Redevelopment Act in which all .Tax Increment. Revenues shall be deposited by -the Comtrrunity, Redevelopment Agency. 5 "Section 103 Loan" shm11 mean a Joan by the TJ.S. Department 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. "Talc Increment Revenues" shall mean the tax increment revenues generated within the Comnxunity Redevelopment Area and deposited.in the Redevelopment Trust Fund pursuant to the Redevelopment Act, • ARTICLE II , REPRESENTATIONS; FINDINGS • Section 2.1 The County represents and warrants as followts: 2.1.1 The County is duly organized and validly existing as a political subdivision of the State of Florida. 2.1,2 The County has full • power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations under this Agreement. ,2.1.3 The Comity has duly, authorized the 'execution and delivery of this'Agreernent; and assumigg its due suthorization,•execution and delivery by the City. and 'the District, this Agreement constitutes a valid and legally binding obligation of the County, enforceable ha. accordance with its terms, except to the extent that its enforceability may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other abnilar laves affecting creditors' rights, generally, or by the exercise of judicial. discretion' in accordance with general principles of equity. • Section, 22 The Cityrapresents and warrants as follows: • 2.2.1 The Cityis duly.organtzed and validly existing as municipal corporation under the laws of the State ofFloxida, .2.2; Theguy•has..mll poN?er;a?ad,amthority.to,5rxexinto.i±lt,e.trarr;xifations contemplat l s eLpyy•es, cea?band;to.;caiy,,A}ttits,obligatio'Gun.ct r1.bis;•A,greolpea�t.; ;..; t; :.S�.•, •i 4..,,•rr, . A, ., : 7.:i.i.t ':•, d.` •„T'+;iRyti�: 1ilh,i i`•`' . :` �,. `2.2.3 ' The City has 'duly'authe e execution'.and 'deliveiy of"this :A.greatent;'and. assuzx ng its,; due cut grizatiop, exdcutiou and. deliyery .by the County and the••Distxict, •this Agreement ponstitt tar a' valid wad: legally: binding; obligation of 'the City, enforceable m aceorcianre with its. terms, except ,,to ,the extent tlxat„its' enforceability may be !rnLtod by any: ',applicable.bal euptcyy ial'solvonoy, zartoratoziuizn, reorganization or other similar laww'affboting• creclitgre'rights generally, or, icy,the,e grcise; c f judioia1'discretion in accordance. with •genral prinoxples.of;equ;.ty. • , • • . .. Section 2.3 The District reprepents and warranti.as,follows:. • 2„3,1 The'listriot is duly organized and validly existing as a local unit of special purpose t ovemment under the Act and the Charter and as an independent special district under Chapter 189, Florida Statutes, 2.3,2The 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, if any, pursuant to. the Act. 2,3,3 The District has duly authorized the execution and delivery of this Agreement, and assuming its due authorization, execution and delivery by the County and the City, this Agreement constitutes a valid and legally binding ohligation of the District, enforceable in accordance with its terms, except to the extant that its enforceability may be limited by any applicable baol ruptcy, insolvency, moratorium., reorganization or other similar laws affecting creditors' rights generally, or 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 aotion necessary to cause the Community Redevelopment Agency to establish the Comhunity Redevelopment Area as soon as practicable, and to amend this Agroexnent to include the Conn i unity Redevelopment Agency as-d party," if necessary. . 2,4.2 The County and the' City "'shall' •can's$ the annual' budget for' the Counnunity Redevelopment Agenoy'ta.require the Community Redevelopment Agency to pay Tax,Thcrcinent Revenues from the Community Redevelopment ,Area to the District annuaily,in, accordance with Article LI of this Agreement. Excess Tate Increment Revenues shall be retained by the Community Redevelopment Agency in the Redevelopment Trust Fund and refunded to the City and the County at the end of each Racal year of the 'Community Redevelopment Agecy on a pro.rata basis in accordance with the annual budget and the Redevelopment Act, 2.4.3 The County and the City shall cause the Coxxiumnity Redevelopment Area anti the •,Cora?nurnty.•Red vP1.91i xipnt'.Ageuay;to''rpanam irs.exastt tae•:ansl';tba p� Iuo anent Rpvpnyes xet aini iiie i ibex , r c ptias,•,cplatesn .X4t t;bj�;iluy•';t' grcemer •!dor:'aq.;lor� .as,the.3n.iids.,are• .t4;j,: ,4f,'•.,`,,:, -••in' V: pC• :: iti�t. ..�, �.'}.'.,...._,....�Su'}�"i:.. .. ... .... ..t ,:',.,. ... ......io ,f, . `otxtstan tint er;the°in e t1 re ' ,' `' 2,4.4 ,,,.The'County' and the •Czty• slaa1f entd•r'Tito •such %agreements, and `causal ttit: Comnurtity,.Redavelopment Agency to:enter- into; such'agregnients, and 'provide such annual inforraation�:'and .bau5e the:, Cain unity. •Recieivel'apraent A$erlay'; to provide such annual'. '.information;',as, shall be•necessary'to comply. With'Seburiiies and ,Exeltatige•Con'uiiissinn Rule •15e2,,12' with respect to 'the Bonds. ;The Co'Entty ;atrd the City shall' provide, and cause the` Community Redevelopment Agency to provide, information to the l istriot necessary for inclusion in the 1PreliMinary Limited Offering Memorandum and the Limited Offering Memorabdum relating to the Bonds, and shall 'execute such closing 'certificates at the`•time of issuance of the Bonds as shall be reasonably requested by the District and the underwriter of the Bonds as,to the acouraoy of the information provided by each for inclusion therein, 7 St:ctton 2.5 The District agrees as follows: • 2.5.1 The Indenture shall provide that the• holders of the Boards will be on a p laity with the,Couxtty Loan and the General rnfrastructure•Project Bonds, if any, with respect to the Special' Assessments. The•,District shall not pledge,•permit a lien to be MO against or encumber in any Ip nnenr the Special Assessments, other then as provided in this Agreement, the Indenture and th.e Loan Documents, 2.5.2 The District approves the establishment of a Coin n ty Redevelopment ,Area and the Community Redevelopment Agency by the County and the City to' fund the Tax Increment Revenues and agrees to •arnond this Agreeinent=to add the Con mnnity Redevelopment ,Agency as a party, if necessary. • ,2.5$. The District shall not. dissolve or oxpand or contract its boundaries•for so long as the County Loan is outstanding under the Loan Documents and the Bonds are outstanding under the Indenture. Section 2.6 It is found and declared that: bxpetyling publr'o funds, to finance the construction of the Project is in ,the, best interests of the City, the County and the District and their respective citizens and residents, ' • 2.6.2 Expending public funds to finance the construction of the• Project will serve the valid and important public purpose of,ecouornic development and redevelopment .by improving the local infrastructure of the City a .d the County, and facilitating the development of the Development. • 2.6.3 The construction of the Projoot ,and the development of the Development wi11 5 rythe valid and,important-public putposo of protecting the health and welfare of the citizens of the City, flip Cplmty and the. District by fostering economic growth. within the District and elaaninating-blight byaitrarting, creating arid, •etainr{ing,t'cta4 and nor�rmercial,brtsiness enterprises' andresideixtil CavetOprten.,rn.rity,rrdtlt;guxry,.• • •art`i.a# •t e: ,dei! a .i .ezitf:-.14:: i. q'ect `'']ana V `rli r�.'., e ;Die riot°. iii',b; .,,fit�? f.;3. >,,, �':1;::•.��. 'designKea as a "brown 1e d site" and wvilt.be spbleot to i.ematliation of ex nvaroxirncntal'xiazards 7 ANCTNG PLM . Set1vxt 3: , Gana rally. • ' 3,1.1 Pgxsepif to the terms ,of the indenture, the District shall issue the Bondsito pay a portion of'the, costs at':the Projoct, and. al ali Ievy,Speoial Assessments pursuant to the Act and Chapter 170,.riorida;5tatntcs, to the extent and in the amount necessary to .pay outstanding debt service, on,the Bonds, the County Loan and the General Infrastructure Project Bonds, if any,, As provided in the'Indenture, for Oath bond year, the District shall evidence and certify to the tax. • 8 collector or cause The property appraiser to certify to the tax collector for collection pursuant to Chapter 197, i loeda Statutes, or any successor statutes, as applicable, an amount equal to the Special Assessments 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 Payttaents to be paid by the County, and the City each year shall be reduced by the amount of Tax Inereinent Revenues paid by the Cofr rrnunity Redevelopment Agency in ,such.• year, and in.the event the conditions set forth in Soctiort 3,4 below are satisfied, the obligations of the County and the City to contribute Econotic Incentive Payments shall he released, As proVided in the 7.hderiture, ail Economic Incentive Payments and Tax increment Revenues 'received by the District will be hold by the Trustee in the funds. and accounts established under the indenture.• and disbursed by the Trustee in accordance with the terms and•conditions of the Indenture:' 3.1,2 In the event that the County Loan is nott provided tothe District, the District may issue the. General Infrastructure Project Fronds or make alternate ariangeirimots. satisfactory to the County and the City to finance the costs of the General Inft'astruoture Piejeot, as set Earth in more detail in Section 3,2.4 below. The General infrastructure Project Bonds shall be secured by Special ,Assessments on a parity with the Bonds. 3,1.3 The Cotiuty and City are net responsible for any other costs or expenses• of any kind with respect to the Parking Garage Project other than debt service on the Fonds as expressly provided for in this .Agreement. 3,1,4 in the event Economic Incentive Payments and/or Tax Increment 'Revenues are insufficient to meet the Annual Debt Service on the Bonds, the District shall be responsible for the deficiency, and the District may collect Special Assessments to pe y for such deficiency.. Section 3.2 gconontin ttteentive Payments. 3.2'.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, axnonrits.aet• gijll, • in Schedule' I for each Completed Development Cornpone.n(;:'..provided' that Such geopprnic IFt .entivA•;• ? ytn na rho •not :exceed „th ,an;espondirrg.,Ax lttaJ„pot, S.orvi,oa`.xegturei ntt3;otx .t,1 e !I3phds, `mire lop omxeIii ertiv. '1?aytuc t �X' tp tt pmlrle$ d; 1 v ]t trterlt ox pax} ku e t •.At: yh..,;:• ,�, a ti! ,,lC.t !• t. • ia;l c" oxe'pfy ' i1e,fa,••fib•pxstrict;, n f y•a ,;deacnted an 'Subsection 2. . below,' aorxntiexacing as 'follows: •'O Enainxixsnic, Incentive Payments Tor flits '•`coftipleted Development. Components for Phase 1 shall commence in the calendar year following the calendar year, in which Certificates of Occupancy b 've'ban issued for at least ninety percent (90%) of the Development Components for Phase 1, whieli shall include the retail component, as described in Schedule I of this Agreement; continuing each anc ,every year thereafter (irrespective of Certificates of Occupancy for Development Cornponenfa 11 future phases) through the teim of this Agreement, subject to reduction in accordance with Subsection 3.2.3 ' below and elimination pursuant to •Seotiaxt• 3.4 below, (ii) Econoriiic Incentive Payments for., Completed Development Components- for Phase .11 shall tazmmence ' in tb calendar .year ' following the calendar year ki which Certificates of Occupancy have been issued for at least . ninety percent (90%) of the Development Conipenents for ?hibachi which shawl inoludo the • • office component Thiess develepnaent of the office component is subject to the aoewrence•of.an Event of Impossibility (such an Event of. Impossibility shell not reduce' the foregoing 90% requirement), continuing each and every year thereafter (irrespective of Certificates of Occupancy far Dpvelopmont Components in future phases) through the term of this Agreement, subject to xacheetion in accordance with Subsection 3.2.3 below and elimination pursuant td Section. 3.4 below. 3,2.2 No later than January 31' of ouch year during the torpl of this Agreement, the 131striet shall submit a progress report (the "Progress Report") to the City, the County and the Community 4040velopyrient Agency setting Forth the Completed Development Components, if any, a% of.'January 1 of that year. For each Completed Development Component identified in such I'roieress Repert, the City shall verify that a Certificate of Occupa1.oy'Was issued for each, No later, than December 3e• of that sumo year, the City and the County shall pay to the'Distriot, subject .to reduction in , accordance, with Subsection •3,2,3 • below, the- Economic 'lueentive Payments. set forth sir Schdule,I due for each Completed 1Developinent Component described in the.Progress Report, as well as for all .CompletedDevelopment Components described in all prior Prdgress Reports, The District shall use the Economic Incentive Payments r'eeeived from the City and the County solely to pay corresponding Annual Debt Service on the Bonds, .$,,2.3 !n the event that the Community Redevelopment Area and the Redevelopment Trust Fund are established on or,,befare June, 30, 2005, arad the eonditlons set forth in Section 3.4.1(A) arte,satisied, or in the, event that the Community Redevelopment Area and the Redevelopment Trust Fund are established after June 30, 2005 and the eonditfans set forth in Section 3:4.1(l) are satisfied, the obligation of the County and the City to contribute' Econoinia Incentive Payrilents, to, the District shall •be extinguished, In the event that the Community: Redevelopment Area and the Redevelapmeut Trust Fund are established after June 30, 2005,,and Tax I eremeet Revenues aro paid to tlxe.Distriot pursuant to Section 33 below, the County and the City shall not be: required ka pentribute Economic Incentive Payments to the•Distric't in any year in wvllich the Tax Increment I'tevenues eonteibuted, to the District are at least' equal to the debt service due on the Bonds foe.that year, Sabjeet to Section 3.3,1, below, if the amount of Tax Increment'Revenpes contributed, to the Distxiet in any year, is less than. the .Annual Debt Servieu rare the, Bonds for,that yetu,and, the Eeovorrtio;Incentive Payments have not been reicased pursu� t to.Septign .d;>ae1p, �,th�.Cotu�iy',atac� the,•City:s l]'.� a ,Scott 1 ,Ptnur.,C cei tive,li?a}m it ,` 5 • Oto, li�sirlci lt}t'dn a tRi (� u 1'iitG'' he cir Oren lit t /,eon, ti e A�uxua�l 1peWt Servipati till ;the' �.'i y 6 \ 1 t, ( 1 1 .1ii slit �( L,{u +.. t < ,� l j 5 '� to S 1 :+Eli;{ V,•l! ,thin ,� , „t;,�•M1L 1� r4tS i,.. t.,ai.. S ,{v,?t'n.� d t�yt i. e iftil.P,.4'18• t?': L+.,1Ne.l ;3'�;7�,�s,,ior,'that?Years:zldll?p:is?�xispreXueat:Rewmues rfc),(a;bYtir t, C ��7 .i.. r l•• tt) .t t t. S, tt s. Stc•„Zy't?t •..;<i; <bi :.i �1' ++. provioed that'the sum,.'of tlio'Ta 'hg'cigzi�er�t',Revenuss'and tine Eapnol io hicaitiv� eymente ' ' conirabutecl to,the,District its any year, shall not,bxpeed the total Eoonoxnic hxeenttve'Payntents due to the District in that yesir,1.ursuazst to Sohedulo I,attaohed to this Agreement.- .. l0 `� a parity basis tivi.tli•the Bortds, and.(ii) the Developer shall have delivered a letter of intent to the County and the City regarding certain community incentives, 3.2,5. Notwithstandinganything 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 Annual Debt Service for that year. Section 3.3 Tax Increment Revenues. 3,3.1 The City and the County desire to establish the Community Redevelopment Area . nd.ta cars . the Community Redevelopment Agency td cant*ibute Tar Inorenaea t.Revenues to the District franc the Redeyeloprent Trust pond annually in an:amount got to eXceed,Aruival Debt Service.on tho )Sands. The County and the City shall cause the Coxnnxunity'Redevelopanent Agency•to include such Tzar, Increment 'Revenue payrnerits in ihe'COththunity 4.ec].evelopment Agency's annual budget, and. to 'require that: such Tax Increment revenues rdoeived 13'y. the.. Community Redevelopmennt.Agency by 3 nuary 1 of ,each year be transferred. t© the District no later than January. 15 of the same year. ' Notwithstanding anything to the contrary herein, the Comnn3nity Redevelopment Agency shall not be obligated to contribute Tax Increment Revenues t'o the District until such dine as Certificates of Oocupanoyhave been issued for at leasPixinety percent c90°%u) of the•Dev lbpment, Comporserits for :Phase 1,, including The retail' ot'niporaent;''as cldseribejfip Schedule 1 of this Agreement. Upon the issuance' of such Certificate's of Oceupanoy, 'the Coiairrluti ty• Redevelopment, Agency shall contribute Tax increment 'Revenues to the•Disttfat Sii ar;cordance with this Section 3.3 in each and every year until the termination of the ,gre4nent; prn^sdderl, however, in the event that the issuance of Certiftcates.6,1,Occupancy for at least ninety percent (9'O%) of the tota117evelopment Components for Phaae`f'is'not achieved by December 31, 2007, which shall include the office component, unless the 'development of the•dffioe corn iancnt is subject to the occurrence of an Event of Impossibility, the Corn/nullity Redevelopment'.kgenoy shall oontiibute Tax Increment Revenues in.aocordan'de with' Section 3,3 only for those Development Components for which. a Certificate of Oooupanoy has been, issued' by xkoeliiher 31,, 006.. Upon the issuance of,Certifcates.of:Occnjpanoy•i'or at leak ninety pe cans t90*(4,),of • ,VM: to s !:evel4Rm.tat;`CPg,.)..94, it ,..far,.?hase,;;J1 th ;C. , ?ro wty,,•Red. veiapsnpnt. ` g itib', st6 Tad cremeiit'ERetien't¢s I#a {last D s xi t x itcc i , mice wrkh tltrs' ectxon 3 3' in `ca`c' � .15 . �h t lit , t� tt ez3'Yeir mttii:th 4tetaz►TWIti a a• ."ofi t?us'A r errant .:,,.,: • ,3.3.7 In the event that thin -amount' of Tax tncrement Revenues .dcpcisited' in. the: Redevelopment Trost Fund axe, insufficient' id day debt service oil the Bonds and the abiigatinris . of, the City and the County to contribute Jdeanornie' Incentive Payments hate not:been extinguished pursuant to Sectfcin '3,4; al1 of• the Tax' Increment' Reves416s' oh deposit in the Redevel'atainent Trust Fund shall be .contributed to the District piovided.the conditions for• such' contribution set forth in Section 3.3,1 ab6vd have been satisfied and the County and the City , shall provide Bconontaie Incentive,Payments to the District hi an amsa ount ne6sry to satist:i such deficieucy�in accordance with Section•3.2 above, • 3,3,3 An.iTax Increment Revenues on deposit in the Redevelopment Trust 1 and in any calendar•year in excess of the amounts. dud and transferred to the District under this 'Agreement in. such year shall be refunded to the County and the City at the end of each fiscal year of the Community Redevelopment •Ageney, on a, pro -•rate basis in accordance with the annual budget and the Redevelopment Act. ' 3.3.4 In no event shall the amount of payments of Tax Ineretuent Itov'enues contributed to the District. exceed the Annual Debt Service requirement on the Bonds. The obligation to transfer Tax IncrementRevenues•sball cease when the Bonds are b.o longer outstanding, • , ueetioa 3.4 Release of Economic Incentive Payment Obligation, '3,,4.I The obligations of the County and City to contribute Economic Incentive • Payments to the Dastrictpursuant tri•Section 3.2 above shall be extinguished vid xep!eoed1py the Community RedevelCpnient Agency's obligation to ooitnibute TaX'Increment Revenues piquant. to Section 3.3 above, if: (A) In the event that the Community ..l .edevelopment Area. and the Redevelopment Trust Fund are established no later than June 30, 2005 and each of the following conditions is satisfied: . (1> Agency as a party; and, • this Agreerrlent is amended to add the Community Redevel'o1rnent (2) the District, the County and the City agree that the pexcentago'of 'Tax increment Revenues to be contributed- to the Redevelopment Trust Fund by the County aitd ' the City.in each calendar year while the.•)3onds are outstanding tuader the Indentureishafl be equal, to the lesser of (i) the maximum percentage authorized by Section 163,387' ae the Redevelopment Act, which currently is•95% (the, "Maximum Percentage"), bi (ii) a percei tsge less than the Maximum Percentage but sufficient to enable the Community Redevelopment Agency to pay to the Dist4et in eaokr calendar year,'Fax Increment Revenues equal to 'the. debt , service, on,i<'ll9 Bonds art eaah.Sncli•year, f'or.;tlio remaining. term of the.iondd,, tei ev lapae l:; Trust 5 to .;:axe:' 'st'ab abe i';a, ter;'Ytnie`.3" """" conditien. is satisfied:,,, . • evs pxtiesit.. and" shell of:'• :ie'lrojlavvirig' , `' • • • (1) • ' the County and, the City, are current :on all Tcdttomic'• Tncent'ive Payments lue under this Agreement; -. i ; • ' (2) %la AfFeernent is amended to add the Commtiniiy Redevelopment Agency as a party; • , (3) the District, the County and the City agree that the percentage of Tax Increment Revenues to be contributed to the Redevelopment Trust Fund by the County and the City in moll calendar year while the ]lends are outstanding under the Indenture, shall be 12 equal to. the lesser pf,(i) the, maximum .percentage authorized by Section 163.387 of the Redevelopment. Act, which currently is 95°A. (the "Maximum Percentage"), or (ii). a. percentage less. than the Maximurn • 'ercentage• but sufficient to enable the Community' Redevelopment Agency to pay to the D1strict in each calendar year Tax Increment Revenues ova' to the -debt service on the Bonds in each such year for the remaining term of the Bonds; and • . (4) the Financial Adviser certifies in •writing to 'the District and the Trustee fcg the Bonds, .that •fends on• deposit in the l,edevelopment Trust Pond in the current calendar year are srxfi"•zciont to enable•the Community Redevelopment Agency to pay to the District Tax Increment Revenues equal to the Maximum Annual Debt Service era the Bonds. Upon satisfaction af,the conditions under paragraph (A)1,or (B) above, the County's and the`City's obligations to contribute Economic incentive Payments under this Agreernent shall terminate, Section 3.5 Issuance t! 'Bo,nds, , '• . • a,5.1 The District may issue Bonds in one or more series to pay the capital costs of the nuking Garage Project including all costs and expenses related to the issuance of the Bonds; .proyic ed. however; the County and the. City have an opportunity to participate in discussions •relating to the structuring and pricing of the Bonds and have an opportunity to review 'and - discuss vests and expenses related to the issuance of the 13onds. The obligations of the County and the City to contribute Eccnoniio 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 'Infrastructure Project Bonds to finance the cost of the General Infrastructure Project and all costs and expenses related thereto in the event, duct the County Loan is not provided to•the District, 3.5.2 The District may issue additional refunding Bonds provided, th'a maturity on the refunding Bands does not .exceed'the maturity on the refunded•Bonds and the aggregate' debt 'seryi,oeoxr the ref;mdiztg 3pxitls,i'R, equal tt7, or isss tinan, the debt service on the refunded Bonds. " trio, r n.... `viiicler ilie',lideiit e-tc•:pay;costs" that``•exceeri `•$Sx';2,04,O19, tthe..estnmated boat'of:''the,°S?rxrrkirtg Garage Project to be Enenoed through, the: ssuance oftbe Bonds. The County arid,the City shall ' not be.;obligated.ta.contribnle oonaxlxin IncentivePayments and 'the Coxrtmunity Redevelopment Agency shall not be obligated to eontributo Tax Lamm -Writ Reveritte's torpaydebt seridci oil s{toh completion bonds. 13 A TXCLE IV COVENANT TO BTJDGET .AND APPROPRIATE Section 4,1, The City and the County each covenant and agree to appropriate in their respective anuna1• •budgets, by. amendment, if necessary from Non -Ad. Valorem. Revenues lawfully available in' each )Fiscal Year; aliments' sufficient to pay the • Economic incentive Payments when• due pursuant to ' this Agreeanent; provided, 'Tat such • Rcbnotatic , Ineeativa Payments. shall not exceed the debt service on the Bonds in any Fiscal Fear, Less the ant tint cyf Tax. Tnerernent.Revermes paid to the District in. snob year. Sixth covenant and agreement on the part of the City and the County to budget 'and appropriate such amounts •of Non -Ad Valorexii revenues shall be cumulative .to the extent Economic Incentive Payments pursuant to this .Agreement remain unpaid, and shall continutountil snub Economic Incentive Payments aro paid, provided, however, such covenant. and agreement shall terminate once the obligations of the County•and the City to make Eeonor io Incentive Payments are extinguished pursuant to Section 3.4, Notwithstanding the'.foregoing covenant of the City aasd the C:duuty,:tlie City and the County do not covenant to maintain any services or programa, now provided or maintained by either the City or the County, which generate Non Ad Valorem Revenues, . . Secition.4.2, ' Saab covenant to 'budget and appropriate does not create' any lion upon or pledge of Non -Ad Valorem Revenues, nor domit preclude the County ar the City frorxa pledging in the future their Non -Ad Valorem ReverrtaeS, nor does it requirathe City or the, County to' levy. and collect any particular Non-Ad'•Valorenf Revenues, nor does it give.ths District a prier'clairn' on the Non -Ad. Valorem Revenues of the City and the Countyas, opposed' to claims of Opera!: cre4itors'Qf the City or the County. Such• covenant of the City and-the'Courrty 'appropriate Non -Ad Valorean Revenues. is subject in all respedts to tile' payment of any obligations secured by a pledge of Non-M Vsioror Revenues prior to ar .subsegUeia.t to the date• oi''this .Agreement (including the payment of debt service on bonds' and other debt instraments). ` However, the Foveuant to budget andappropriate in the City's and the County's general annual budget for the purposes.and in:tiie.manner stated -in this Agreement shall have the effect of making available in, the manner described in this Agreement, Non -Ad Valorem Revenues and placing on the City and the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet their respective obligations of malting the Pconotnic Incentive Payments, to the.eAterrt. {ed., y,;tlrie; S e�nent, subj�ct,;•htaw tiFer,;in''slk?7es e ts,;fo the es fiction of ;, . atiq •G : ; plP iatutes,,and Sea}ion d29 47; 'FJsix�da:;atatues w nptr ,provide, pr} .part; ..... \�,!.!,c••!,. 4x5 ,. .,.,, `: ',_:., ,a ..t• nv''r. ,!;15a't'r:ih„t t o-,,..?, i�,a•ti,S: 4ivi';i:'•..,,r� �L'rti.. 1,. \ 1 :tlnat'a e' a e tri'�7b'aci of sit sl]clirzrzat i'c•,ipa.ity:iaiid:cpW?i ,; e pe. yrty;',rrntvktt'app p.A" at ns .. �Y.! Ji .. .i , {z.'.tt': :}1. y14%,•.\+\.1.. '.1,:t\:• •L .. •' fi ��v Ylt. ,C,Y 1'1::•. :'tax `gli'isral+"k',e`liicliy: nn axry''oiri3: fisaal'year;"shall'rioG exo�ect"tiTie'+''aaia7untitri'`e retreived .'from to aipn„or other;.revenue •sourras, and snbjeot'liarther, to' payments foe 'services and' progrtms.mhioh• are` essential•.public purposes• affecting the }aafiltlr; welfare and'•saft ty,of the' ' Inhabitants of *.County axad'the City, or which are •legaliy'wandated by applicable law t :Section 4.3, The Bonds shall•'net•bons1ititte'a•,goneral obligatlon'•bfihe city; the County ' or the I7istrlat;•wlthin the' xneaning of•any constitutional or atatutoxy'provtsian or•limitation.pr pledge•of, the C ity?s; the County;s or the District''s•full faith' and credit, #ilea shall' be seenred by, and payable as to principal, promin n, if any, and interest solely from the "Pledged•Revenues'ras defined in the Indenture, including primarily the Special' Assessments, the Economic Incentive Payments, and the Tax IncremoatRevenues in the manner described in the Indenture. 14 ARTICLE, V PUBLIC IMASTRUCTURE IMPROVIDIENTS ,Section Si. Roadways aud,Trattic Signals. As part of the Project, and pursuant to the Act, the. District „shall fund and: construct now roadways within the boundaries of the District and fund and improve eertata existing roadways outside the boundaries of the District, In particular, the District shall fund and construct certain new roadways within the boundaries of •the District Thoy are•Baat Coast Avenue (NB 35'" Stroet to NE 30th Street); Midtown Boulevard (NE 36th Street to NE 29Th Street); NE 32"d Street Mast Coast Avenue to North Miami Avernie); NE 34th Street (Bast Coast Avenue to North lvliaint Avenue); NE 31 Street (Midtown Boulevard to North Miami Avenue);.guena Vista Avenue (NE 3'e Street to NE 32" Street); NB 359? Street (East Coast Avenue to Midtown Boulevard); NB 300 Street Mast Coast Avonao 'to Midtown Boulevard) (collectively, the Now Roaciwaye), Bxcept for East .Coast Ave= which'shall be owned ,and maintained b,the District, the Now Roadways Shallbe constructed within public rights of way. „ „ • • The District ha1talso fund. and improve certain roadways, "whioh. are located outside the boundaries of, the District. They are NE 2p''' Street (between Bast Coast 'Avenue- and North Miami Avenue)and ,Nif+ Street (between the,District's eastern boundary and NE 2" , ,rg Avenue) both of Which are owned and operated by the. City (the '!'Improved .City Roadwaysv); and'North Mimi Avenue (betwoo. NE 29th Avenue .and N1 36th Street). and NE 2" Av'enue (approximately 50°:north and ,so'uth of the intersection), both, ofwhich 'are owned and operated • by the County (the *.,'Impioved•county Roadways"): The, improvements to the Imfroved County Roadways ttncl the Improved City Roadways shall be within publie.rights of way of the County and the City, resppotively. Soo Axhibit„B. prepared by.the District's. COnsultiog Engineer ft'n: more complete descaiption,of the roadway improvements. ..• • , • The District, 0101 also fund, and construct throe. new ti•officsi,nnIs af.North Mierni Avenue & N 34 Strew; NE 2" 4Lvenue prid•N 301 Street; andEuena Vista Avenue and.'NE 3 Gth srupqr. • • • • , • . . • . .Tbe..))103-10t..,sh0apttnd Ala:costs ,oft: enhanced mainteneno.'for tiie.roadway .:,•.1,Mpr:Oeqe#ts,IsKstjan • ' .kie .14 1, yeptiott.5.1 Atiublic Suaeese. 'Ai part of the•Project; and pursuant to bitiot • the Act, a• • skalI.Oso codatiuct,pnblin: Spaces,which,will be owned atulamintaktea' by the Mtriot. Tbe$papps arp publie plaice ci the eat edge of Nlif drown. Boldevard':' locatid at the intorsecticmao.f4Ontipona• tlevelopment pareolS; one pttblio. space lotated oh' the 'west side of Buena Vista Aveime between NB 32' Street and NE 304 Street; one'public,•space with a fouritain• located in,the blook.alAttting•NE 36th Street between Biala Vista Avoime and Midtown Doulevard; and tw.o or three linear parks aiong.the West side of Milton Botifevia The public.40e0S; may cemist .of landscaping, ,fountains, benches, parking, dcors.tive lighting,r Pavei?.endQthd.r. aPPtL11,41aPc4. 1 A't{Tia VI GENERAL PROVISIONS Seetiou 64 Term of Agreement. The term of this A.greernent shall expire'on the date that the Bonds are no longer outstanding under the Indenture and the County Loan has been • satisfied (the "Term"). The obligation of the City and the County to make &onon]ic.Incentive Payments and the obligation of the Caimnimity Redevelopment Agency to make transfers of Tax Increment Revenues shall cease on the date the Bonds axe no longer outstanding under the Indenture, even if such date is earlier than the end of the Term, provided, however, that the on obligations of the County and the City to make Economic incentive Payments may cease earlier pursuant to Section. 3A, Section 6,2. >'✓xeoutipn,1n Qc trliteriyarts; This Agreement may be simultaneously executed in' several counterparts,' each• of which shall be an original and ail of which shall constitute but one and the same instrument. ' Section 6.3. Limitation on Governmental Liability. Nothing ixi this Agreement shall be deenwd a waiver of immunity limits of liability of either the Cityy, 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 Agreement shall, inure to the benefit of any third party for the purpose of allowing any claim, Mulch would otherwise be barred under the Doctrine of Sovereign Immunity or by operation 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 present or future member of the go-sterningbody 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 Cohn ty, the City or the Distriot nor any official executing this Agreement shall be liable personally or 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, Section 6.4, ',Default, Each of the parties shall give the other•parties written•nktice of any default:undel:, t ,I 4 teenient' axid shall allow the'' defaulting.party 30 days :from the date of its reeei :t;a tic otia i elf: a e;er ' v p. yy,. ;?x.. ,p:;in� „t, iY.:s''and' faeiit;q;•.x;i:aatnotbeycsiiNitli�i:ie344: •:�Q•4;,'i,;���:\aaii�•r'�4fdts.,r i,71�t:;j5�:�')�i�t;r':,hd' �.��.n:; �,.�.�u:��,:'!.`r:?rii�al4;ji h,itl;,ll{13tPl.flny.�.�il.}:, ;y4'Yi}:: }�,:. .r.: ,..:,,9;;,. .,�1,is,3,?.\.o1�;t. :._._•:,t. , etaoepzt ; • x�rva E7,c z curly,}:7]ors,'ue'`to oomp1e oa q:4 :':fal i efforts'to a feol 9uoln (iii e nn to tli er lsari<ies of the aetUfrl iltiTa of r2r2y srrah`ciefaahl Sect on:64,... No'No' iicas,-,A.11 notices, requests, conents' and other oon munioatlons"Pall be in writing and Shall be delivered, mailed by First Class Mail, postage prepaid, br overrii kt delivery service, to the lltiea, as follows. , If to the City: • The City ofMiami, Florida 3500 Pan American Drive ' Miami, Florida 33133 Attention: Cfty tanager • 16 Wish Copy to: City Attorney's Office The City oflt iami, Florida 444 S.W. 2"d Avenue, Svelte 945 Miami, Florida 33130 Attention: City Attorney If to the County: Miami-Dade,County, Florida Stephen?, Clark Center 111 N.W, 1$` Street, Suite 2910 lvlia,i, Florida 3312.8 Attention: County Manager With a Copy.. to:,. Inc the District: With a Copy to Offce of the County Attorney Miami -Dade County, y, Florida Stephon. P. Clarlr Center • 111 N.W. la' Street, Suite 2810 Miami, Florida. 33128 Attention: County Attorney Midtown ]vfiami Community Development District c/a Severn, Trent Services inc. 210 N, University Drive, Suite 802 Coral Springs, Florida 33071 Attention: District Manager i3illitFg, Cochran,,Heath, Lyles, Mauro & Anderson, P.A. • 888 iS,L+. 3rd Avenue, Suite 301 Fort Lauderdale, Florida 33316 Attn: Dennis Lyles >Saatim,2„6,6. .Assignment or yiansfer. Except with, respect to the'l0istr-ict's pledge of pcouiarra'6ia]c tiv Payments arid l'aw, Increment Xevenues;to the'Ikustee tinder the'f cieutpreto seal7re i11e 1 zi ; aparty rn iibt*a. p {.9ras, er ingbts.foi1:444Cz©ns u t s l� eexraerlt;.: t I, 11 t 4 1 i it • l t4 i � 1• ` 1.. `.I.t� t: i 1 k• =;to7' atl era.itr#it}:;i? stPa; ';! 0y9r n t;.ilao itic{i1 `,subdi;v bion`?:4r°,cys;vli;tke;`: withbuEthe priar,tten•catisenttlf tle.other party, or to a private party of sntrty.: Section 6.7. .` indiis Wed. This Agreprnent 'shall' be binding,tiliotr and shall inure to the beripiit of' the City, he County; the District; and their respeetivee successors.:, ; • Section 6,8. Athendmant and i 'divers, ' Any amendment to' or waiver of any provision. of this Agreement most be in writing and mutually agreed to by the District, the City Manager and the County Manager; provide&, however, that any amendment or waiver that is material or results in a substantive change in the County's or the City's obligations tinder this Agreement shall bp subject to the approval of the County Commission or the City Commission, , US the case may be. For the purpose of this Section 6.8, "material" and "substantive change" 17y, shall refer to amendments or modilioations to this Agreement that affect the amount or duration of any Pconomic Incentive Payments; the term of this Agreement, or an increase in the size or scope of the Parking Garage :Project, Section 6,9. Filing. 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.pf the parties, the District shall cease this 4.greement to be filed with th.e Clerk of the Circuit 'Court of Miami -Dante County, Florida, in accordance with the requirements of Section 163.01(11), Florida Statutes. Section 6,1b. Applicable Law and Venue, This Agreement and its provisions shall be, governed by and oonstnied in• aceordance with the laws of the State of Florida. In any action, in equity or law, with respect to'the eriforaement or interpretation of this Agreement, venue shalt,lbe in the County. Section 6.11. Severability. If any pad of this Agreement is held by a court of; competent jurisdiction. to: be invalid, illegal or unenforceable„ such invalid, Went: or urxenforeeable part shall be deemed severable and the remaining parts of this Agreement shall centime in hall force and effect provided that the rights and obligations of die parties are not materially prejudiced and the intentions of the parties can continue to be effected, Section 6.i2, gntire•.:Apreement. This instrument and all the attached exhibits and schedules constitute the entire agreertient between the partial and supersedes all previous discussions, understandings,and agreements between the parties relating to the subject matter of this Agreement, [Remainder of page intentionally Left )3lank] 18 33 ; IN WITN11 SS WHEREOF, they City, tho County, and the District have. each caused this Ag eern.ent to be exegnted'and delivered as of the date indicated above: (SEAL) a.40i 'dp9n0 A it(14/41r . ii D^iITI lM % aid Gq N. aruapr'a ATM. ST. 1Priscilla A. Thor Fsn*, Ci APPROVED AS TO INS FAVP tif 19 CM. OF MIAMI 'Corpora n of MSAMI-DADS COUNTY, FL'OiuiDA APPROVED AS TO FORM A;10) MAL S, CEN ald T. Seffernan, County Attorney C .1 A,'a Miinicipa.i' c.Stato. oi; Florin} • c},ty Manager 4 (SEAL) SoQr , Eoard of Supervisor$ 20 MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT • g2MIIT A P-t1 • The following table lista the improvements a.nd the estimated cost of the reject Improvemente ENtirwtted Cod Roaciwws $5,597,737 Wattr/Sewer 2,290,82 •Drainage Streetscape(Landseape 637,.068, • bligation 510,013 Plaza #P 1 3,61.7,019 • Overall improvements 5,136,166 • Parking Garages 45,337,889 Miclblook Plaza & Mae. Public Improvements 5,866,130 Totsd ,27gA7la The following table lists the irnpro'vernents and the estimated cost of the Parking Garage Project: Inprovements gsthtiated Cost Varldag Garages 845,337,889 Midblaelc Plaza & Misa. Pablie Improvements L866,130 Total ga,20.1AR 5,136,1(56 261330,711*, * The Dio jot•exp-o-clts ta finarteo a pardon of the General Infreetnlettite Projeet with certain grant IrtuAlas eontributed by various govenuental antitiee. ibt A-.1, 3fe Ir 'II77iI ;13 Roadway Improvements Roadway Improvements. ,All roads will be designed and constructed in accordance with all applicable jurisdictional agency standards. (i.e, Miami -Dade County, City of Miami or Plorida Department of Transportation (FDOT). Roadway construction will include sub grade base, curbing, sidewalks, signage and stxipiog, Roadway lighting will be constructed along the roads within the District. Roadways outside the Boundary of the District (Calf -site) N, Awe. The improvements consist of reconstructing approximately 2,350 fl. 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 ofon-road, municipal parallel parking an the Bast side of the • right -of vra.y located. between NE 32th S. and NE 355L St, with a clearance of approximately 50, ft, from each respective intersection. There will be dedicated left turn lanes where feasible from NE 29uh street to NE 36`h street. NE 36th 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, NE29`,!t St. (West .ofI;fR),.'Tixa;i;r}prw,vements.,consist,orrecoz'Astrucilug app'ax rpate,ly 87S fl.. xo` wa" >fe ihIa titcsatwifl be::munici .aI p Ja arlclul :an: :iP,f�?3�s�k??��'�.r�£�1?;t?;��?,r��.�'t..,..:�•.,..,Y+`•':;;.W;�?,��r..1!,:;...:r•,�.......... ...........•�_., .,:r��,�:p�•r.�...:�rp�.,,..._�g..�..,. oth.6icl s ©f'the roe d: .oriiiways aside, the $ound;ary of the District (an -site) • 1Buena Vista'AVe; The improven'ients consist of constructing approxiiriately 1400 ii. o'fnew - lane, tzrlian roadway; Tlie road, which runs from NE 32"d St. to f E 35`h St., will bane nru-zoazl, municipal parallel parking on both its East and.Vii�est sides. The parallel parkin on boat sides will inn of the entirety of the street, but will provide approximately 50-100..ft of glearance as Exhibit go: needed at the intersections: North side of NE 32" St., both the north and south skim of NE 34 St, and the Sou* side o f NE 36St., respectively. Midtown 13Ivd. The improvements consist of constructing approximately 2,450 ft of new 2.••• lane, urban roadway from NE 29Th St, to NE 36th St, The' roadway will have on,road, rnunielpal ..• parallel parking on both its east and west sides excluding approximately 50-100 it, of clearame as needed on both sides of each of the respective intersections as needed: NE 29'h St (North side oniy), NE 31' St, NE 32'd St., NE 34" St, and NB 36'h St, (South side only), r,agt Coast Ave, 'The improvements consist of constmoting approximately 1,800 ft. of.2-lane urbah, roadway from NB 30th St. to NE 35`h St, The roadway will include on -road, private/loading parallel parking on the West'side only. The parallel parking will run along the entire length of:the avenue, and will provide approximately 50400 ft. of clearance asneeded on both sides of each respective street as needed: NE 30" St (Nmth side only), NE 32" St, NE 346 St. and NE 35Th St, (South side only). I‘M 306 S. '1'ho improvements will consist of constructing approximately 350 ft. of urban, Z- ane roadway .ftozn NB 1' Pl. to E. Coast Ave. The roadway will include on -road, municipal parking an both its north and south sides, providing approximately 75-100 ft. clearance as needed at each of the respective intersections: NE 14 PI and E. Coast Ave. NE 31' S,t. The improvements will consist of construoting approximately d00 ft. of urban, 2- ,•1P0790F.YYdr.,9P:I,N,, •Kg x.qadMY inolP.C.1P.PThroacit anoe as needed at,ettch of` the respective intersoctions:.1‘,1, Miami Ave. ind NE i PI.' • ' . „ NE5UISf. The imprOvementS will consist of Constnieting a'ppkoXiMatoly 375 ft of urban,2 Ieeroadway, fl'ena NJ3 to, B Coast Ave. 'The roadway will include On -road, municipal parallel pililsing on hoth'its north.and south sides, providing approximately 75 ft. of ploprance at each of,the,respectve intersections: NE l't PI and E, Coast Avt;.,.. NE 32'0 Si The improvements will consist of constructing approXimately 1,050 ft of" inban, 2- lane roadway kora /4. Miami Ave. to B. Coast Ave. The roadway will include on -road, Exhibip 38 municipal prallel parking on both its north and south sides, providing approximately* 50-100 ft, of clearance as needed at each of the respective intersections: Bast side of N. Miarni Ave., Bast and Wsst sides of Market St, and l is` Pl., and West side of B. Coast Ave, NE 34th St. The improvements will oansist of constructing approximately 1,175 ft of urban, 2- lane roadway from N, Miami Ave, to B. Coast Ave, The roadway will include on -road, municipal parallel parking on both• its north and south sides along its length, providing approxixnately 50-100 ft, of clearance as needed at each of the r®apeotive intersections: Bast side of Di. Miami Ave., East and West Sides ofMarket St. and NB i" PI., and West side of B. Coast Ave. In the center of the right-of-way there will be medians along the length of the roadway, providing approximately 50-75 ft, of clearance as needed at each of the respective intersections: Bast side of N, Miami Ave., Bast and West sides of Market St, and NEls' Pl., and West aids of B. Coast Ave, S6BEDULA X Economic,XncenUve Paym3ent; fee attached, 11ML4•SRV01U 526092v I S166702,010 f A(1 • 5-17-04 Midtown Miami i Intqjocal A.greernent reel line 1.clo0 Sclaectul rt4 Lt-i) Schedule 1 Oannom(n Inaantiv0 Pa) etlto (UN elevelvpinta Dar0lpanonts fly Phrases Phase I Gompnnruts muutbo traded v Catinaeta of Creupanay no 'gar than Pa !lamb Zone Ne all• ,IM0Oatea Parkla0 d Matto -at P14sa (Pablk) Conk T1vr'p1 wl ROsLdar 13r4,500.2q. F4) 0tri0 CO usoed' Phut 11 Cimino -aunty must a kgPori u Gatnnant.o ai Occupancy n0latar than1104eMboi➢1, 2D➢7 HolWDpe 17, 5,000 en. It) Apadmsnts (292,0➢0 •Sq. p61 Cities CandoTan w(Rea4nar1395,5W 1q,n.) :o'•a! Pnaso Cora/age Ahura II i60'h Ggdcmnd'•• manems:ox Phsca IComponsntn Gonde Twr rrs wIrtutt tuu(385,500 sq.h.) Cy rids Tnr 64 wlke5l.,6ar (301500 sq. ill Mal PADse 111 Cunw)elvo PltaseIII Phase IV onmpan0lIS tondo TYN es writosi..Eart)06.60D s4, 6.) Yowl Phaaa IV . Clamat/6 Muse IV 5lr°o 1 ;vt4iS' o) 'i soV'Comp onan Condo %wi t winoc(00ar (ODS,S099•na Conde Yitr37 wiriasi.•Sar 06,600 6q, )) Too Phan/ V Cwu1 aitv0 rhea V .' at Phaaa N Camponanlr 'Condo Tarr Al WTR'e0L•69r(095,500 aq. n.) ToistMon VI •CumulaUvephaseVI Tula euntul86ve ESP Total Cumrl➢Pre 0ebt5at4ce Upon Convnuclion , c4mp50j)tm of Pllasos `• 200➢•20Sp • 2081 •2017 Sq,Ft t l�nl)s 040,600,61) 2,1315,0P bevy, Unit 800,00 248.88 374000,00 374_._,50 (,235.09 t,1S2,70 2.45,000.00 20,040.90 1S0,000110 08r,400.00 086,000.00 665.006.00 a➢s,s8o,0o 385,000,00 2a5.00 201AD 153,00 a95.30 2,3o6,6a 2,07101 $2,00t,36 n, 1:1>, par DPvp. Volt MISS co.R, 50075.07 52,300,54 3DS.09 3DSAO 12,002.12 ?MOO 3,000,65 C1,037.50 38800 E0.P. Par G.Q. evp,0orapnant Debt Saurian s2,c59,catio 52,559,cmoo $4,655,0130.00 06,090,300.00 51,88,308.00 SS,08D,J00.00 •, 55,007700,o0 • iie 155497,760X 308420 0,400,56 00,710.04 55,054,000.D0 $5,905,960,00 326,00 3➢9A4 7A800 4,280,66 51,480.80 oss000no • a05,o0 bo9.o6 4,05,50 51,202,40 'St Vi2 tittOg.4s0110141:/d0t:) w. 55.08014,00 :55, itAus0,Oo 55,808,088,00 55,096,5e0,04 102,646,730,00 tOl0)➢d,p , ', 3plar13ab),6urvlct, :,55,11 0,7,80.Op,.. `•59,aar3e0b0 56,800,060.00 53Z,516,757,00 Bxhibit First Amendment to the Interlocei Agreen)ent 7 sT AMENDivaNT TO THE INTERLo CAL AGREEMENT AMoNG • THE CITY OF,MIANII, FLoIDEDA AND WITANII-DADE COUNTY, FLORIDA ANT) MIDTOWN MaAlyII COMMU14ITY DEVELOPMENT DISTRICT AND MIDTOWN COM1vMNITY REDEVELOPMENT AGENCY DATED JUNE , 200S 'I- FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT THIS FIRST AMENDMENT TO THE INTE &LOCAL AGREEMENT, dated as of lucre 2005 (this "First Amendment"), is by and among The City of Miami, Florida (the "City"), Miatni-Dade County, Florida (the "County„), the iv]idtoivrt Miami Conumunity Development District (the "District"), and the ]vlidtovvn Community Redevelopment Agency (tine "Agency"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Interim! Agreement (defined below), WHEREAS, the City, the County, and the District entered into an lnterlocat Agreement dated as ofMay 28, 2004 (the ".interlooal Agreement"); 'and WHEREAS, on July 28, 2004; the.District issued $73,580,000 aggregate, principal amount of its Midtown Miami Cornxninrity Development•District, Special Assessment and Revenue Bonds, . Series 2004A (Parking Garage Project) (the "larking Qarage Bonds"), to finance the coats of the Parldng 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 Florida's Community Redevelopment Act of 1969, Chapter "163, Part III,, 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 th.e Midtown ,Rede'Velopment Flan dated March, 2005 (the "Redevelopment Plan"); and WHEREAS., an June 7, 2005, pursuant to Resolution No. R-626-05, the County, approved the Redevelopment Plata, and •Vick, R>~A, , on•3tuae 7, 2QP , ,ptiv`suant to Ordinance Nrt. 05-Jr I , the County, auti&ori ed a•;,Gre t:.ion; ►d)fg r a} of E::RadavaiPpr apxttT'rtzst Fund ,in:;Aceat.ance:,wst ..1h edeve1op ?0.nt WHEREAS, each component of the Parking Garage Project is a component of the Ichevelopmeoi Plan; and WHEREAS, pursuant to Article EI of. the Interloeal 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 Dorris;, and WHEREAS, pursuant to Section 3.4 of the lnterlocal Agreement, the City, the County and the District may amend the Interlocel Agreement to release the City's and the County's obligation to• contribute Econorrtic Incentive Payments to the District If, among other things, the Agenoy and Page 2 of 5 1 the Redevelopment Vast Pond 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 an 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 I. 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 enntribute tax increment revenues from the Redevelopment Trust Fund to the District in accordance with Article HI of tine Interince 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 1502-12 with respect to the Parking Garage Bonds. Section 3, Pursuant to Section 3,4, l(A) of the Interlocal Agreerent, the City's and tie County's obligation to contribute Economic Incentive Payments to the District is hereby released, Seotion4, The City, the County, and the Agency agree as follows: (a) The effective dates for the creation of the Agency and the Redevelopment Trust, Find were March 24, 2005 and June 7, 2005,, respectively. (b) The annual budget for the Agency shall provide for the payment of tax increment 'reverrtres from theRedevelaprnent Trust Fund to the District annually in accordance with Article III of the Inter -local Agreement. In addition, the Agency and the Redevelopment Trust Fund shall remabn in existence .and ,the tax increment revenues shall remain. unencumbered (except as aaz3tarrrplated :by .tlte lrztprlocal Agreament),•for s©, long.•as .tk..P..it;1ri} g . Garage Bond are puts g ,.l?rbv�+ p. ' ,vex, ,that: Ili'abl�gatians ofshe. lgencyun'd n:tae.'):rtte localrmxeut. !;&i)iiint:(011aWneasP.`, (4711e percentage o#'tax .. icreip.ent reyenpos'to be contributed, to the. Redevelopment Mast, Fund by the, errnr4 and..the City, in each calendar year through May 1, 2037 in which the PaK'kiktg 'age Bonds.' are outstanding shall ha ',equal to the lesser -of. ,(1) t) maximum parentage authorized by Section 163.387 of the Redevelopment Act, which currently is 95% (the 'Maximum Percentage"), or (ii.) a percantago less than the Iviaximum Fereentago 1 ut suf ie,iant to enable the ..Agency to pay to the i7istciat irr each calendar year tax increment revenues egatal, to the debt service .. 'on the Parking Garage Bonds in each such year for the rernalnirrg tetrz of the Parking •. Garage • Bonds, but in no event beyond May 1, 2037. jhva2 Page 3 cif S Seatian 5. Tots First Amendment may be executed in any number of counterparts each. at which shall be. an original; but such counterparts shall together constitute but one and the same instnunent. Seetion 6_ As amended andsupplemented by this First Amendment, 'the Inter10=1 Agreement is in all respects hereby ratified and confirmed. 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 written,' '• (SEAL) • • Ay-r 141DTOWN MtAMX ccnvaluNrry DEVELOPMENT DISTRICT, art, ' independent special district created pursuant to Chapter 190, Florida Statutes . ("District") • " • • Secretary, Board af Supervisors Bruce Cutright, Chairman , Board of Supervisors 'Prise tk.A. Thompso Cle‘odh6 Board ihm2 • REDEVELCIPAluNT AGENCY of the city or Miami, apubiagency and bortY .corioratte ortatti:dles•puxs"A1.1tyto")S606.0,•rt. ,16.3,..3. Flqi da y Winton, Chairman. Page I of \f co . • • . (SEAL) ATTEST: IVDIAIVII-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida ("County') cr George . Durges County Manager APPROVED AS TO FORM AND LEGAL SUB CIENC'Y: C7e cl T. ilctfornan, Asst ty Attorney THE CITY OF MIAMI, FLORIDA, a municipal corporthe State of Florida • APPROVED AS TO FORM AND CDFRECTNESS: Page 5 oI'5 Exhibit C Debt Service Schedule Mfdtawn Miami Community Develap1114nt 0istriat SERIES 2004A Special Assessment and Revenue Bonds Parking Garaga Pr01 0t DEBT SERVICE SCHEDULE :COMBINED Updated 1108/08 40ATE 13ALAWCE RATE PRINCIPAL 11/01/04 679,580,000.00 06/01/05 $73,560,000.00 , 11/01/05 $73,580,000.00 05/01/00 $73,600,000.00 11/01/06 $73,500,000.00 05/01/07 $72,580,000.00 11/01/07 $73,580,004.00 05/01/05 $73,580,000.00 11 /01/06 $73,360,000.00 .05/01/09 $73,350,000.00 11/01/09 $72,876,000.00 05/01/10 $72,075,000.00 11/01/10 $71,280,000.00 05/01/11 $71,360,000.00 1limn 1 $70,265,000,00 05/01/12 $70,285,000,00 11/01/12 $69,145,000.00 05/01/12 $89,145,000,00 11/01/13 $67,930,000.00 05101/14 $67,930,000,00 11/01/14 $06,645,000,00 05/01/16 $56,645,000.00 11/01/16 $65,280,000.00 05/01/16 $66,280,000,00 11/01/16 $63,1330,000.00 05/01/17 $63,530,000,00 11/01/17 $62,290,000.00 05/01/18 $82,290,000.00 11/01/18 $60,055,000.00 .06/01/18 $6p,6.56p0.n,00 �•~�a0,agp,Dpp0: Qp 11/01/20 $ 0a75,o00;p 05/01/21 . $57;075,000.00 "' 11/01/21 , 155,116,000,00 IN'f1 R ST $0.00 $1,171,800,00 $0,00 $2,2613,000,00 $5,459,800.00 $0,00 $2,268,000.00 $0,00 $2,265,000.00 $4,526,000.00 $0,00 $2,268,000.00 $0.04 $2,268,000.00 $4,530,000,00 $1.00 $2,268,000.00 $250,000.00 $2,268,000,00 $4,765,000,00 $0.00 $2,260,500.00 $965,000,00 $2,200,500.00 $5,478,000,00 $0.00 $2,231,850,00 $1,015,000.00 $2,231,850,00 65,479,700,00 $0,00 $2,201,400.00 $1,075,000,00 $2,201,400,00 $5,477,800.00 $0,00 $2,169,i50.00 $1,140,000,00 $2,160,150.00 $5,479,300.00 $0,00 $2,134,960.00 61,215,000.00 $2,134,950.00 $5,494,900,00 $0,00 $2,095,500,00 $1,285,000.00 $2,098,500.00 $5,482,000,00 $0,00 $2,059,960.00 $1,365,000,00 4'22,059,950,00 $6,454,900.00 $0.00 $2,019,000.00 $1,450,000,00 $z,095,000.00 $5,488,000,00 $0.00 $1,075,500.00 $1,540,000,00 $1,975,500.00 65,491,000,00 $0.0D $1,929,300,00 $1,055,000,00 $1,220,300.00 $5,493,600.00 $0.04 $1,000,250.00 $1,735,090,00 61,880,250.00 $5,405,500.,00 RP_ ,•$4/;e28,2net9,0h 09b; :1;960,0,00.b0 $1,772,850:0 •$5,505,700:00, • $0.00 '$1,714,050,00 ' . MidtgWn Miami Community Development Distt101 SERIES 2004A Spacial Asseesrnont and Revenue Banda Parking garage Project DEBT SERVICE SCHEDULE - COM,BINEP Updated 7708/00 DAM LALANC , 05/01J22 $50,115,000,00 11/01/22 $665,056,000,00 03/01/25 $55,025,000,00 11/01/23 $60,325,001),00 05/01/24 00,826,000.00 11/01(24 $48,480,000.00 05/01/25 $45,480,000.00 11/01/225 $45,985'000,00 05/01/20 24505,000,00 11/01/85 S43,330,000,00 05701/27 $43,330,000,00 11(01(27 $40,305,000,00 05/01/28 $40,505,000.00 11/01/28 $37,405,000.00 05/01/29 $37,496,000,00 11/01/29 $34,285,000.00 05/01/30 534,295,000.00 11/01/30 $30,885,000,00 05/01/$1 230,385,000,00 11 /01 /31 $27, 255,000,00 05/01/32 227,255,000.00 11/01/32 2223,590,000,00 05/01/53 $23,390,000,00 11/01 /$5 $10,2E10,000,00 05/01/34 $19,280,000,00 11/01/34 $14,900,000,00 00/01/55 514,900,000,00 11/01/35 $10,240,000.00 05/01/33 $10,240,000.00 11/01/35 S5,280,000.00 05/01/37 25,250,0.00.00 RATE PRIWCIPAL $2,030,000,00 $0.00 S2,210,000,00 $0.00 $2,345,000,00 $0,00 $2,4955,000.00 $0,00 $2,555,000.00 $0.00 $22,825,000,00 $0,00 $3,010,000,00 $0.00 $3,20D,000.00 $0,00 $3,410,000.00 $0,00 $3,6$0,000,00 Moo $3,505,000.OD $0,00 $4,110,000.00 $0,00 $4,380,000,00 $D,oa $4,500,000,00 $0.00 $4,950,000,00 '$0,00 $,280,99Q.00. INTERMST $1,714,050_00 $7,851,850.00 $1,551,6650,00 $1,585,350,00 $1,585,380,00 Si ,s15,000,00 $1,51 5,004,00 $1,437,031.25 $1,437,031,25 $1,354,052,50 $1,354,082,50 $1,2555,781.25 51,253,761.25 $1,171,718,75 $1,171,718.75 $1,071,718.75 $1'071,713,7o $555,159.25 $085,156.25 $851,71 8.75 $861,718,75 $730,937.60 $750,957.50 $802,500,00 $602,500.00 $406,626,00 $405,825,00 $320,009,00 $s20,000.00 $105,000.00 $165,AOo,00 TOTAL S5,508,100,00 $55,313,300,00 $5,51 8,700.00 $5,525,000.00 $5,520,082.50 $5,588,125,00 $5,541,562.50 $5,548,487.a30 $5,553,437,50 $5,560,312.50 $5,568,487.50 $5,571,875.00 $5,505,000,00 $5,561,250.00 $5,800,000.00 $>.r51 D,099,00 47.3;580:000:00:; . : , CERTIFICATION I C RTi3Y T.f.1I5 TO 913 A UDE & C4RR5C' COPY OY4 THE ordo) iAL DOCUNf1NT 904 1Tt1:. `'.5103;908 200:0 : ;$177t4485 200 00 1VTroso 171' l'JD AND 0 MCIAT4 00A'L OP Th0 CELINF.'i'' OP , G1 cr .___.,, so17r73k,11711S ,a7. %"7 DAY OP,„, cg r'_ [THIS PAGE INTENTIONALLY LEFT BLANK] MIDTOWN MIAMI Community Development District Series 2014A $64,875,000 Debt Service Schedule Date Principal Prepayment Coupon Interest Total P+I 05/01/2019 1,935,000.00 20,000.00 4.250% 1,389,437.50 3,344,437.50 11/01/2019 - 1,347,837.50 1,347,837.50 05/01/2020 2,020,000.00 4.250% 1,347,837.50 3,367,837.50 11/01/2020 - 1,304,912.50 1,304,912.50 05/01/2021 2,105,000.00 4.250% 1,304,912.50 3,409,912.50 11/01/2021 - 1,260,181.25 1,260,181.25 05/01/2022 2,195,000.00 4.250% 1,260,181.25 3,455,181.25 11/01/2022 - 1,213,537.50 1,213,537.50 05/01/2023 2,295,000.00 4.250% 1,213,537.50 3,508,537.50 11/01/2023 - 1,164,768.75 1,164,768.75 05/01/2024 2,395,000.00 4.250% 1,164,768.75 3,559,768.75 11/01/2024 - 1,113,875.00 1,113,875.00 05/01/2025 2,505,000.00 5.000% 1,113,875.00 3,618,875.00 11/01/2025 - 1,051,250.00 1,051,250.00 05/01/2026 2,635,000.00 5.000% 1,051,250.00 3,686,250.00 11/01/2026 - 985,375.00 985,375.00 05/01/2027 2,770,000.00 5.000% 985,375.00 3,755,375.00 11/01/2027 - 916,125.00 916,125.00 05/01/2028 2,910,000.00 5.000% 916,125.00 3,826,125.00 11/01/2028 - 843,375.00 843,375.00 05/01/2029 3,060,000.00 5.000% 843,375.00 3,903,375.00 11/01/2029 - 766,875.00 766,875.00 05/01/2030 3,200,000.00 5.000% 766,875.00 3,966,875.00 11/01/2030 - 686,875.00 686,875.00 05/01/2031 3,360,000.00 5.000% 686,875.00 4,046,875.00 11/01/2031 - 602,875.00 602,875.00 05/01/2032 3,535,000.00 5.000% 602,875.00 4,137,875.00 11/01/2032 - 514,500.00 514,500.00 05/01/2033 3,715,000.00 5.000% 514,500.00 4,229,500.00 11/01/2033 - 421,625.00 421,625.00 05/01/2034 3,905,000.00 5.000% 421,625.00 4,326,625.00 11/01/2034 - 324,000.00 324,000.00 05/01/2035 4,105,000.00 5.000% 324,000.00 4,429,000.00 11/01/2035 - 221,375.00 221,375.00 05/01/2036 4,315,000.00 5.000% 221,375.00 4,536,375.00 11/01/2036 - 113,500.00 113,500.00 05/01/2037 4,540,000.00 5.000% 113,500.00 4,653,500.00 Total $57,500,000.00 S20,000.00 - $31,095,162.50 $88,615,162.50 1 Midtown Miami CDD TIF vs Debt Service draft Fiscal Year TIF 2004A/2014A DS - Principal 2004A/2014A DS - Interest 2004A/2014A Total Debt Service 2004 $ - $ - $ - —_ $ 2005 $ - $ - $ - $ - 2006 $ - $ - $ - $ - 2007 $ - $ - $ - $ - 2008 $ - $ 250,000 $ 4,624,371 $ 4,874,371 2009 $ 4,501,464 $ 955,000 $ 4,596,555 $ 5,551,555 2010 $ 3,862,462 $ 1,015,000 $ 4,542,230 5 5,557,230 2011 $ 1,576,072 $ 1,075,000 $ 4,478,108 $ 5,553,108 2012 $ 1,620,360 $ 1,140,000 $ 4,391,149 $ 5,531,149 2013 $ 2,793,222 $ 1,215,000 $ 4,282,860 $ 5,497,860 2014 $ 3,332,159 $ 1,285,000 $ 5,076,535 $ 6,361,535 2015 $ 4,321,546 $ 1,890,000 $ 3,092,859 $ 4,982,859 2016 $ 4,655,237 $ 1,740,000 $ 3,040,74E $ 4,780,746 2017 $ 5,091,763 $ 1,815,000 $ 2,937,081 $ 4,752,081 2018 $ 6,561,919 $ 1,900,000 $ 2,859,631 $ 4,759,631 2019 $ 6,750,273 $ 1,955,000 $ 2,779,106 $ 4,744,106 $ 38,316,204 $ 14,280,000 $ 46,701,232 $ 58,202,125 TIF Surplus/(Shortage) ss (4,874,371) (1,050,091) (1,694,768) (3,977,036) (3,910,789) (2,704,638) (3,029,376) (661,313) (125,509) 339,682 1,802,288 2,006,167 $ (19,885,921) Cumulative Surplus/(Shortage) (4,874,371) (5,924,462) (7,619,230) (11,596,266) (15,507,055) (18,211,693) (21,241,069) (21,902,382) (22,027,891) (21,688,209) (19,885,921) (17,879,754)