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Exp. & Impr. 2nd Amendment ~ "... ./ . . . , [' / .) -:J. ,~ " .2 /u;;.?l:r- OffiCIAL FILl: COpy CLERK 01' THE BC:U:D OF COUNTY COMMISSlor~Ei~~ DADE COUNT\', FLORIDA SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT BY AND BETWEEN DADE COUNTY, FLORIDA AND THE CITY OF MIAMI UBACI, FOR THE FINANCING OF EXPANSIONS AND IMPROVEMENTS TO THE MIAMI BBACI CONVENTION CENTER THIS SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT, made and entered into this /1.. day of (~~ " 1987, by and between DADE COUNTY, FLORIDA (the "County"), a political subdivi- sion of the State of Florida, and the CITY OF MIAMI BEACH, FLOR- IDA (the "City"), a municipality organized and existing under the laws of the State of Florida, (the "Second Interlocal Agreement") amends and restates the Interlocal Agreement dated December 20, 1984 as amended and restated by the First Amended Interlocal Agreement dated November 13, 1985 as amended on or about April 7, 1987, (the Interlocal Agreement and the First Amended Interlocal Agreement are referred to herein collectively as the "First Interlocal Agreement"). WHEREAS, Section 212.057, Florida Statutes, as replaced and restated by Sect ion 212.0305, Florida Statutes, as amended by Chapter 87-99, Laws of Florida (1987) (together, the "Convent ion Development Tax Act"), authorizes the County to levy a three per- cent (3%) convention development tax (the "Convention Development Tax"), on the amount of any payment made by any person to rent, lease or use for a period of six (6) months or less, any living quarters or accommodat ions in a hotel, apartment hotel, motel, resort motel, apartment, apartment motel, rooming house, tourist }< or trailer camp, or condominium, except payments made by a person to rent, lease or use any living quarters or accommodations which \ are exempt under Part I of Chapter 212, Florida Statutes (1983), as amended; and WHEREAS, the Convention Development Tax Act authorizes two-thirds (2/3) of the receipts of the Convention Development Tax (the "City's Share") to be used to extend, enlarge and improve the largest existing publiCly-owned convention center in the County; and :2, . ~ WHEREAS, the Miami Beach Convention Center (the "Convention ,. Center"), is the largest existing publicly-owned convention cen- ter in the County; and WHEREAS, Section 163.01, Florida Statutes (1983) and the Metropolitan Dade County Home Rule Charter, as amended, permit the County, and Section 163.01, Florida Statutes (1983), permits the City to establish inter local agreements with other locali- ties; and WHEREAS, the City previously requested that the County issue special obligation bonds of the County, the proceeds thereof to be utilized by the City for the extension, enlargement and improvement of the Convention Center; and WHEREAS, the County has enacted Ordinance No. 83-91, which Ordinance, as amended by Ordinance No. 84-43, imposes the Conven- tion Development Tax in Dade County pursuant to the Convention Development Tax Act; and WHEREAS, the Board previously issued its Special Obligation Bonds (Miami Beach Convention Center Project), Series 1985A (the "Prior Bonds") in the aggregate principal amount of $48,015,000 (of which $46,595,000 aggregate principal amount remains out- standing) pursuant to Ordinance No. 84-83 enacted on October 2, 1984, which was amended by Ordinance No. 85-63 enacted on Septem- ber 3, 1985, by Ordinance No. 85-100 enacted on November 21, 1985 and by Ordinance No. 85-114 enacted on December 27, 1985 (the > ,. "Prior Bond Ordinance"), and the First Interlocal Agreement to fund the cost of the expansion of the Miami Beach Convention Cen- ter (the "Convent ion Center") and certain capital improvements related thereto (the "project"); and \ WHEREAS, the County and the City amended the First Interlocal Agreement on or about April 7, 1987 to comply with certain requirements of the Tax Reform Act of 1986; and WHEREAS, the City, by formal resolution of its City Commis- sion, has requested that the County issue a series of its special obligation refunding bonds and a series of its special obligation bonds (collectively, the "Series 1987 Bonds") and use the -2- 1- ~ , proceeds thereof to refund the Prior Bonds and to fund a portion of the Costs of completing the project, respectively; and WHEREAS, it is in the best interests of the County and the City to refund the Prior Bonds in order to replace the Prior Bond Ordinance, with a new bond ordinance of the County (the "Bond Ordinance") (i) to provide for the substitution at a future date of a secondary pledge by the City for the County's secondary pledge; (i i) to establish an amount to be on deposit in the Renewal and Replacement Fund after the issuance of the Series 1987 Bonds; (iii) prior to the release of the County's secondary pledge, to permit the City to use the Convention Development Tax revenues which are available after all payments are made pursuant to the Bond Ordinance (the "Excess City Share") to complete the Project as originally amended, and (iv) subsequent to the release of the County's secondary pledge, to permit the City to use the Excess City Share for any purpose authorized by the Convention Development Tax Law. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed as follows: Section 1. Unless otherwise noted, all capitalized terms set forth in this Second Interlocal Agreement shall have the same meaning assigned to such terms in the Bond Ordinance and this Second Interlocal Agreement. Section 2. The County hereby agrees to issue its special obligation bonds in an aggregate principal amount not to exceed $59.800,000 (the .Series 1987 Bonds"), to provide funds for pay- ing all or part of the Cost of (i) refunding the Prior Bonds, and . ( i i) the 1987 proj ect, pursuant to the Bond Ordinance setting forth the conditions for the issuance of said bonds. A descrip- tion of the 1987 Project is attached hereto as Exhibit A and incorporated herein by reference. Section 3. The County hereby covenants to use its best efforts to issue the Series 1987 Bonds as soon as practicable. " -3- 5" " ~. Section 4. The County may issue additional bonds (the "Additional Bonds") at the request of the City for future proj- ects for the enlargement, extension and improvement of the Con- vention Center (the Series 1987 Bonds and the Additional Bonds are hereinafter sometimes collectively referred to as the "Bonds"). Prior to the County authorizing the issuance of the Additional Bonds the City shall deliver to the County a feasibil- ity study prepared by a nationally recognized independent consul- tant wh ich f eas ibil i ty study shall forecast that the revenues generated by the City's Share shall be sufficient to pay princi- pal of and interest on the Series 1987 Bonds and Additional Bonds, if any, and to comply with the covenants contained in the Bond Ordinance. Section 5. For so long as any Bonds issued hereunder remain outstanding, the City hereby irrevocably assigns the Ci ty' s Share of the Convent ion Development Tax revenues to the Trustee (as defined in the Bond Ordinance) as security for the holders of the Bonds and directs that such Convention Development Tax revenues shall be depos i ted by the County with the Trustee for application with respect to the Bonds as set forth in the Bond Ordinance and herein. The City hereby covenants that it will not enter into any contracts with a third party for the rental or use of the Miami Beach Convention Center unless said contract is for a period of five years or less (including renewal options) and contains pro- visions which are not inconsistent with or contrary to the Inter- nal Revenue Code requirements that (i) at least fifty (50%) per- cent of the c~pensation to any manager, other than a governmen- tal unit is based on a periodic, fixed fee basis; (iil no amount of compensation is based on a share of net profits, and (iii) the City may terminate the contract (without penalty) at the end of any three-year period. The Ci ty also covenants that so long as any Prior Bonds remain outstanding, the fees paid by the City pursuant to the contract with Service America, Inc. shall not exceed twenty-five -4- & .,. . .' (25%) of the annual principal and interest payments on all Bonds which remain outstanding with regard to the Miami Beach Conven- tion Center. Section 6. As a secondary source of funds to ,pay the prin- cipal, premium, if any, and interest on the Bonds, the County has pledged its entitlement to the Local Government Half Cent Sales Tax collected in the County by the State of Florida on a basis subordinate to the conunitment of such revenues to satisfy the County's Sales Tax Revenue Bonds, Series A, Sales Tax and Refund- ing Revenue Bonds, Series 1986, and any additional Sales Tax Rev- enue Bonds issued hereafter, for the security of the owners of the Bonds. The County and the City agree that under no circumstances ~ shall the County be required to maintain a special fund, account or balance, nor shall the revenues rece i ved by the County from the aforesaid source be subject to any restriction on their use by the County pending a def iciency in the City' s Share to meet principal and interest payment on the Bonds. In the event that it ever, becomes necessary for the County to use its entitlement to the Local Government Half Cent Sales Tax revenues to meet principal and interest payments on the Bonds, the County shall be reimbursed from subsequent years' collections of the City's Share after the current years' required deposits to the Bond Service, Bond Redempt ion, Bond Reserve and Bond Admin istrat ion Accounts are satisfied. The City shall have the right to pledge a source of re~e- nue such as its Public Service Taxes levied pursuant to Section 166.231, Florida Statutes, as amended, to replace the County's secondary pledge of its Local Government Half Cent Sales Tax rev- enues. The substitution of the City's pledge and the release of the County's secondary pledge is contingent on the approval by the Bond Insurer of the City's pledge in accordance with the Bond Ordinance. Upon written notice from the City to the County, the Bond Trustee and the Bond Insurer that the City has passed a Res- olution in substantially the same form as attached hereto as -5- 1 .1:.....'".. "". Exhibit B and incorporated herein by reference, the City's pledge shall thereby be deemed substituted for the County's pledge, and the County's pledge shall thereby be released from the lien of the Bond Ordinance. The City may create or permit to be created a charge or lien ranking equally with the charge or lien on its Public Service Tax or other pledged source of revenues as Supplemental Revenues; provided that such pledged revenues, in each of the last three Bond Years immediately preceding the date of the new charge or lien thereon, are at least equal to 1.25 times the maximum Prin- cipal and Interest Requirements of the Bonds and the proposed obligation of the City. Section 7. Any Bonds issued by the County hereunder shall \or not constitute a pledge of the County's or the City's ad valorem taxing power or of the full faith and credit of the County or the City, but are and shall be limited obligations of the County pay- able by the County solely from the City's Share or the secondary pledge of the County's Local Government Half Cent Sales Tax reve- nues or the City's Public Service Tax revenues (or comparable revenues) as provided herein. Section 8. The County and the City agree that the City's Share, after receipt from the State and deposit into the Dade County Convention Development Trust Fund (the "Trust Fund") established by the County pursuant to the Convention Development Tax Act and Ordinance No. 83-91, as amended, shall be remitted to the Trustee for application in accordance with the Bond Ordi- nance. Such monies shall be applied by the Trustee only for \ those purposes and in the manner set forth in the Bond Ordinance' until all Bonds issued hereunder have been paid. The County agrees that, prior to the release of its second- ary pledge, the Bond Trustee shall transfer the City's Share remaining at the end of each month after all the payments required by Section 502 of the Bond Ordinance have been made to the City to pay a portion of the costs of completing the 1987 -6- <;? '......> Project. When such transfers in the aggregate equal the greater of Five Million Seven Hundred Thousand ($5,700,000) Dollars or Fifteen Million One Hundred Thousand ($15,100,000) Dollars (less the net proceeds available for construction purposes of the Series 1987A Bonds and the Series 1987B Bonds and amounts trans- ferred upon the delivery of such Series 1987 Bonds from the Gen- eral Fund and the Renewal and Replacement Fund relat ing to the Prior Bonds), or the 1987 Project is completed, whichever occurs first, the Bond Trustee shall no longer release the Excess City Share to the City, but will transfer said Excess City Share to the Redemption Account to be applied to redeem the Series 1987 Bonds in accordance with the Bond Ordinance. Notwithstanding the foregoing two sentences, once the County's secondary pledge is replaced by the City's pledge and thereby released from the lien of the Bond Ordinance, the Bond Trustee shall release the Excess City Share monthly to the City upon the receipt by the Trustee of a resolution or resolutions by the City each of which shall (i) designate a purpose which is permitted by the Convention Development Tax Law and (ii) establish a maximum dollar cost for said purpose and the City shall have the right to use the Excess City Share until the maximum dollar cost is attained; provided that while the Series 1987 Bonds are Outstanding and the Trustee . )0 shall have paid out the maximum dollar cost set forth in each resolution or shall not have received a resolution from the City designating a purpose, the Bond Trustee shall transfer any Excess City Share on deposit in the General Fund to the Redemption Account at the end of each Bond Year. After the issuance of the Series 1987 Bonds, the City shall \ maintain One Million Dollars' ($1,000,000) on deposit in the Renewal and Replacement Fund (the "Renewal and Replacement Requirement"), which may be initially funded from the proceeds of the Convent ion Development Tax by the depos i t of equal monthly amounts over a three-year period. Thereafter, the Bond Trustee shall make monthly deposits in accordance with the Bond Ordinance to maintain the Renewal and Replacement Requirement. It is -7- q understood that this paragraph supersedes all other agreements between the Ci ty and the County wi th regard to the Renewal and Replacement Fund. Section 9. Moneys held pursuant to the Bond Ordinance shall be continuously invested and reinvested in any investments which are legal investments for moneys of the County or of the City, upon the written direction of the Finance Director of the County or his designee. The proceeds of any such investments or reinvestments shall be used in accordance with the provisions of the Bond Ordinance. Section 10. The City shall be solely responsible for deter- mining the concept, location, program, and design of the 1987 Project. The City shall be responsible for the bidding of con- tracts with respect to the 1987 Project and from the award of . said contracts and shall have control of the supervision, admin- istration and construction of the 1987 Project. The County shall be afforded an opportunity to review the plans, specifications and construction documents prior to the advertisement for said construction project, provided, however, that the Trustee shall only withdraw moneys from the Construction Fund, upon the receipt of joint authorizations for the City and the County, to pay for costs of construction of the 1987 Project, in accordance with the Provisions of the Bond Ordinance. )or Sect ion 11. The City agrees to fully cooperate with the County, its staff, financial advisors and the underwriters in regard to the marketing of the Bonds, including providing infor- mation, attending meetings and preparing an official statement, The County, after consultation with the City, shall determine the appropriate method, time and manner for selling the Bonds, including the desirability of having the Bonds insured and/or rated. Sect ion 12. This Second Interlocal Agreement shall be and remain in effect for so long as any Bonds are outstanding. The -8- /0 ~ County and the City covenant and agree that they shall not take any action adversely affecting the Convention Development Tax that will impair the City's Share with regard to the repayment of these Bonds. Sect ion 13. The Ci ty hereby covenants and agrees that it will reimburse the County, but solely from receipts of the Con- vention Development Tax and/or the proceeds of the Bonds and only after payment of the principal of the interest on the Bonds out- standing shall have been made or duly provided for each fiscal year of the County, for all the reasonable and necessary expenses incurred by the County in issuing and servicing the Bonds. The maximum amount that the County may assess each fiscal year for said administrative expenses shall be established by the Board by resolution prior to the issuance of the Bonds. Section 14. Notwithstanding the provisions of Section 13 above, if for any reason the City decides not to have the County issue the Bonds but rather to issue the Bonds or any Bonds for the 1987 Project by itself, then the City agrees to either con- tinue with the financial advisor, underwriter and bond counsel already engaged by County, or to make appropriate arrangements for the financial advisor, underwriter and bond counsel to be paid for services rendered and costs expended. Section 15. The City agrees to indemnify the County for all claims, judgments or awards which the County must pay as a result of or arising from or relating to the Bonds or the construction of the 1987 Project, including the costs of litigating same and attorneys fees.\ Section 16. Nothing expressed or implied herein is intended or shall be construed to confer upon or to give any person, firm, },. corporation or other entity, other than the parties hereto, any right, remedy or claim under or by reason of this Interlocal Agreement or by reason of any term, covenant, condition, promise and agreement contained herein, all of said rights, remedies and -9- II any claims whatsoever hereunder being for the sole and exclusive benefit of the parties hereto, their successors and assigns. No third party beneficiary rights are intended or implied. Section 17. This Second Interlocal Agreement shall be bind- ing upon the parties hereto, their successors and assigns. )< Section 18. This Second Interlocal Agreement has been duly authorized, executed and delivered by each party hereto and con- st i tutes a legal, valid and binding obl igat ion of each party enforceable against each party in accordance with its terms. Section 19. The terms of this Second Inter1oca1 Agreement shall be enforceable by either party hereto in a court of compe- tent jurisdiction by use of all available equitable and legal remedies. Section 20. This Second Interloca1 Agreement shall be effective when approved, executed and delivered by the City Com- mission of the City and the Board of County Commissioners of the County. Section 21. As a condition precedent to the effectiveness of this Second Inter1oca1 Agreement and any subsequent amendments thereto, this Second Inter10cal Agreement and any such amendments must be filed with the Clerk of the Circuit Court, in and for Dade County, Florida. Section 22. This document embodies the entire agreement and understanding between the parties hereto, and any other agree- ments and understandings, whether oral or written, with reference , to the subject matter of this Second Inter1oca1 Agreement are merged herein or superseded hereby. Section 23. No alteration, change or modifications of the terms of this Second Inter1oca1 Agreement shall be valid unless made in writing and signed by all parties hereto and, if deemed by either the City Attorney or the County Attorney to be a . )< -10- I) ',' material amendment, then only upon approval by both City and County Commissions. Section 24. If any part of this Second Interlocal Agreement is held to be invalid, such part shall be severable and the remainder of this Second Inter local Agreement shall not be affected thereby, provided that both the County and the City agree to the continuation of this Agreement. IN WITNESS WHEREOF, the parties having caused this Second Inter local Agreement to be executed by their respective and duly authorized officers. ~ ~ DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS Approved as to form and legal sufficiency: (Assistant) County Attorney [SEAL] CITY OF MIAMI BEACH BY I TS CITY COMMISSION RS ATTEST: By: UCU-..'L ~~ City Clerk 10 1 By: Approved as to form and legal sufficiency: \ ~A~.- (Assistant) City Attorney t"r~S7 :am:147amOl49b 0930871mp 10700.0021 -11- I? )or EXHIBIT "A" "1987 Project" means the design, acquisition, construction, extension, enlargement, remodeling, repair, improvement and installation of the real and personal property, facilitie~~ machinery and equipment of the Miami Beach Convention Center to an overall size of approximately 1,100,000 square feet, including but not limited to the completion of the "Project" as defined in Dade County Ordinance No. 84-8483, and as defined in the Offering Statement of the $48,015,000 Dade County Florida Special Obligation Bonds (Miami Beach Convention Center Project) 1985 Series A, and, in addition, including but not limited to complete renovation of the Convention Center's west wraparound facilities and construction of new third floor facilities over a portion of the existing west wraparound. The foregoing definition of the "1987 Project" may be revised from time to time to reflect any changes therein, additions thereto, substitutions therefor and deletions therefrom. \ '. N \<j' .' :eXHIBIT liB" , . RESOLUTION NO. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA PLEDGING ITS PUBLIC SERVICE TAX AS A SUBSTITUTE FOR DADE COUNTY'S PLEDGE OF ITS LOCAL GOVERNMENT HALF CENT SALES TAX AS A SECONDARY OR SUPPLEMENTAL REVENUE FOR REPAYMENT OF DADE COUNTY SPECIAL OBLIGATION AND REFUNDING BONDS (MIAMI BEACH CONVENTION CENTER PROJECT) SERIES 1987A AND 1987B. WHEREAS, pursuant to Ordinance No. dated (hereinafter called the "Bond Ordinance"), ,the Board of Commissioners of Dade County, Florida (hereinafter called the "Board"), at the request of the City of Miami Beach, Florida (hereinafter called the "City") under Resolution No. 87-18984 dated September 16, 1987, issued its Special Obligation and Refunding Bonds (Miami Beach Convention Center Project), Series 1987A and Series 1987B (hereinafter called the "Series 1987 Bonds"); and ),. WHEREAS, the Series 1987 Bonds were issued by the County pursuant to a "Second Amended and Restated Interlocal Agreement by and between Dade County, Florida and the City of Miami Beach, for the Financing and Expansion and Improvements to the Miami Beach Convention Center" entered into by the City and Dade County or on about October , 1987 (hereinafter called the "Second Interlocal Agreement"); and WHEREAS, the Bond Ordinance and the Second Interlocal Agreement each provide by their terms that the City may substitute with prior approval of the Bond Insurer, a pledge of its Public Service Tax collected pursuant to Florida Statutes, Section 166.231 or comparable source of revenue for the County's \ secondary pledge (hereinafter the "County's Secondary Pledge") of its Local government Half Cent Sales Tax as secondary or supplemental revenue for repayment of the Series 1987 Bonds; and WHEREAS, under authority granted by the Constitution of the State of Florida, Chapters 159, 163 and 166, Florida Statutes, the Charter of the City of Miami Beach and other 1'5 '* .'- ',' " applicable provisions of the law, the City is authorized to pledge certain revenues of the City not derived from ad valorem taxes; and WHEREAS, the City has obtained approval from the Bond Insurer for the substitution of its pledge for the County's Secondary Pledge as required by the Bond Ordinance and the Second Amended Interlocal Agreement; and WHEREAS, the Ci ty now wishes to implement the substitution of its pledge for the County's Secondary Pledge and thereby release the County's Secondary Pledge from the lien created by the Bond Ordinance which authorized the issuance of the Series 1987 Bonds. NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: Sect ion 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapters 159, 163 and 166, Florida Statutes, and other applicable provisions of the law. Section 2. DEFINITIONS. All capitalized terms set forth in this Resolution, and ~ not hereinbefore defined, shall have the same meaning assigned to such terms in the Bond Ordinance and the Second Interlocal Agreement. Section 3. PLEDGE OF PUBLIC SERVICE TAX. The City hereby pledges its [Public Service Tax or comparable source of revenue], as a supplemental revenue in substitution o~ Dade County's Local Government Half Cent Sales Tax pledge, all as provided in Section 501 of the Bond Ordinance and the Second Amended Interlocal Agreement. The City hereby agrees to abide by the Supplemental Revenue provisions of the Bond Ordinance. -2- Ii, I , " . ...,'. "..--' " Section t. !FF!~IV! DAU. The City'. secondary pledge as provided herein shall be subject to the lien created by the Bond Ordinance as of I and the County's Secondary Pledge shall be released from the Bond Ordinance on such date. Section 5. NOT A PLEDGE OF FULL FAITH AND CREDIT. Nothing in this Resolution shall be construed as constituting a pledge of the City's ad valorem tax power or of the full faith and credit of the City, but rather shall be a limited obligation of the City payable solely from the revenues pledged herein. Section 6. RIGHT TO ISSUE OTHER DEBT. The City may create or permit to be created a charge or lien ranking ~i&r ~e er equally with the charge or lien on its Public Services Tax or other pledged source of revenues as Supplemental Revenues: provided that such pledged revenues, in each of the last three Bond Years immediately preceding the date of the new charge or lien thereon, are at least equal to 1.25 times the maximum Principal and Interest Requirements of the Bonds and the proposed obligation of the City. PASSED and ADOPTED this day of , 1987. MAYOR ATTEST: }or \ FORM PIPPROVED LEGP:L DEPT. s~~jJ___ D"t" ~ r:~/)' 2. CITY CLERK :am:147amOl62b 092987/mp 10700.0021 -3- 17 .. \.4S:"'0q"...ou... l\qenda :':e~ :>la. 3'el (11)1 TO Honorable Mayor .nd Member. !Qard of County Commis'loner, :J"'T~ October ~O. ~337 R.solution Approv~~q ~xeeution ~! Second ~~ended .nd a.s~~~~a :~t4:~~C~~ Aqr....nt by and between Oad. County lnd ~~. Ci~y ot M1..1 'eaCh 1.....~CC.. ".0.. Serqio County 4C_uA'lIClIf It. i. rK~-~de4 t.!':..t the loud adopt tbe ac:c~y1n9 Jlelolution approvlnq the execution of the Second AlMnded IDter- local Aqr_l: by and b&tve<ln Dade COUIll:y cUe "COUnty") alld tb. Cil:y of lIiaa1 a..cb (tb. "City"' in _u..l:l.aUy tb. fo.. attacbed hereto, and author1alnq the County Manaqer t.o .xecute tb. ._ OIl bebalf 0 t the Cou..ty. IAC1tcallOllD III al':''''-Jr 1'14, the COQnty aDd the City enured uto &D Ioudocal ...._..l:. .. lal:er _aded 011 ._r 20, 1"',. ....iell ,~ l:bal: tb. COunl:y _14 iane ita ._i&1 oblI..,a- l:l.oD IIon4e l:O f\IlI4 tb. CO.l: of l:be r.noval:l.o.. and Ue _io.. of Ue Il1a1 -..cIl Cor-velltioll Center (tb. "I'roj.ct"'. !'he City has requ..te4 that additional ~nd.. be 1.sued to fund the c~letlon of the Project &Ad to r.fund all or a portion of the previou.ly 1.1'l;.~ .~c:iAl obliqation bond.. !::\ order to co.p1y with the Tax a.fora Ac~ of 19", the City il required to .-te cere.1ft tax cove~4~tl to the County prior to the 111uanee ot eny a44itl.oaal ....c1&1 obHgaUoll bond. by tbe Coullty. !h... c~t. relate to Internal ..venue .."tce iapo.ed U.a1tat1ou Oft conce..ion and a.anaqerial contraCt. at and pert.&1ninq to the Miai INch Con".ntion Cent.r. Th. tax covenanes and the Firat Amende~ Interlocal Aq:~.=ent val aFr:oved ar.d Adc?ted by t~. City ~..iOD of the City of Miaai Beach on March 18. 1987 and later adopl:ed by l:he Board Oil April 17. 19'7. The porpo.. of thi. Resolution i. to approve the execution of the Second ~nded and 1..tate4 tnterlocal Aqr....nt whichl " the County's p1.dq. with a upon the approval of the Bond . ,era1ta the substitution ot .econ4ary pled.,. o~ the C1ty In.arer, ..t.abllah.e. an amount to b. on depolit in the Renewal and .eplac...nt Fundal " pr10r to en. 1'.1.... ot the COuntyl1 lecondar/ ~1.dge. p4r2i~. tbe Clty to a.. the convention De..l~nt Tax r.ceipt. which u. a..ilable aft.r all debt .."ice payMne. are ude to ~ c~let. the Project up to . ....xiaWa amount purluant. to ~. 1004 Ordinance, and lub.equ.nt to the r.l.... at the county't t.condary pledqe, peraita the City to \lIe exc.'S Convention Dev.lopment Tax r.ceipt.. for any la.....tul i'urpo.e authorized ':Jy the Conv.nt~on Oevelo~nt Tax Law, Florida Statut~ Section 212.1)05. " Thi. Second u.nded !nd approved and adopt.ed. by the ....ch Oft October 7, 1987. ~estated !n~er:oc3: Aqr~e~en~ ~as City Coma13s~on at the City of ~i&mi &CCl 211 ,,2914 \.:;l / - ....., ac:am _1IIl AIm IUlSTA"nO ::I'l"l'l'!/\(,u.~ 11' J\IID _._ - ~. rLllalDlo _ ora CI'l"l or IlIMII -.cr. _ ~ PDUllCUla or _"I~ _ INJ~ .. '10 ,.IOMII -.- D...-._.lmI~ TIll S SICOlID _1IIl AIlIl IlU'l'ATaI IIITPLOCAL AG1lUMEIrI'. ...s. 0114 .nured in~o tllla I 1.. <Say of (',o,1'-~. .. l" 7. by 0114 betveen DADS COUNTY. ~JORIDA (~h. .C~unt1.). I ,oli~i~al ~ubdivi- .1on of ~1Ie '~a~. of Plorida, and ~II. CITY or MIAMI lEACH. FLOR- IDA (~be 'Ci~y'). 0 -unicipality or9anized 0114 .zis~i"9 und.r tll. lava of tile Stat. of Plorlda, (tile 'S.con4 In~.rlocal A9r....n~.) _ncIa and re.Ut.. tll. Interlocal Aqre_nt dated O.c_r 20, 1". sa __ an4 r..tated by tll. Pirst Aaended Intorlocal A9ra_n~ <Sated __r 13, 1985 as ...n4ed on or about April 7, 19.7. (~1Ie Int.rlocal Aqr....n~ an4 tll. Pirst Aaended ln~orlocal Agr....nt ar. ref.rred to herein collectively.. the -rirat Interloc.1 Agr....nt.). MHIIZAS. Section 212.057. Plorida Statuto.. a. roplaced and restatad by Section 212.0305, Plorida Statuto.. a. ...n4ed by Chapt.r '7-99. Lava of Plorida (19'7) (tog.tll.r. tll. 'COnv.ntion Developaent Tax Act-). authorize. the County to levy. three per- cent (3\) convention development ~ax (the .Convention Oevelopment Ta.-), on the ~unt of any payment nade by Iny person to rent. 1.... or u... lor a period of six (6) months or less, any 1 lving quarters or .cc~.tions in a hotel. ap.rtment hotel, :IIOtel. :-.sort aotal; .Jpar<::n4!n!.. apa :"t;'!\en~ no':! 1. :"::c:'Tli;'.1:; "!.ous.'!. ~ ~u:" iJ ':. or trailer caap, or condOMinium. except payments ~ade by . ?erson to r.n~, 1.... or use any livin9 quarters or accommodation. vhich are .z.-pt und.r Part I of Cllapt.r 212. Plorida Statut.. (19.3l. g ..ndeet: and WKaa&As. the Convention O.velopMent Tax Act authorize. tvo-thirda (2/3) of the receipts of the Convention Oevelos-ent Taa (the .City'. Share-) to be used to extend. enlarqe aftd ,i8lproye the largest e.istinq publicly-owned convention center in tbe ~tJl an4 I~CK 211 ,,2D15 3 ilKER!:AS, :!1e MiMi Jot4'::'! ':onv.n:..cn':~no;~:- :~"l.. ~C,Jn"er.:~~j"; C.nter.), is the larqelt txao;ing 't:.o~~::!--::.....ned ::)r."~~,::on :~:'\- :.r ~~ o;~. C~unt1: Ind WHIUUtAS. Section 153.")1, I"loro.da StH'.lt.S :'"983) Jnd ::'18 ~.tropoli':..n Dade County :-fOlIe ~ult r::'ar:.er, 13 l:ftended. ;:er.n.it :.he County, and Section :;J.):, ?lorida St4tutes i:3BJ). pe~its the Ci t1 to e.tabl iah int.r local aqr....nt. "lI'i th other local i- ti..: and wuw.&AS. the City pr,vlously requested that ':on. County issue apecial ob1l9at1on bonda ot tha County, tho proceeds thoreot to be uti1iaed by tb. City for the .xtension, enl.rqe..nt and i.,row...nt of the Con..ntion Center: and ~, tbe county hu enacted Ordinanca !lo. 83-91, wbicb Ordinance. a. ...nded by Ordinance No. 84-.3. iape.e. the Conven- tion Davelos-ent T... in Dade County ?ursuant to the Convention O.v.lo~nt Tax Act; and WHER&AS, the aoard previously ~ss1Jed :':5 SpeC:la1. :bliqation Bonds (Nt..i leach Convention Center ?~oject), Series 1985A (th. .prior Ionds-) in the aq9re9ate principal ~unt of S'48.015.000 (of wblch $.6,595,000 aqqreqate pr.~c:pal amount r~ma~~s out- atandin9) pursuant to Ordinance ~o. a.-B3 enacted on OCtober 2, 19.., which vas ...nded by Ordinance Ko. 85-63 enacted on Sept..- ber 3, 1985, by Ordinance Mo. 35-100 enacted on Hoveaber 21, 1915 _. and bf Ordinance !lo. 85-114 enacted on Oec_r 27. 1985 (tho -Prior Jond Ordinance-), and the First Int.rloc.l ).qr....nt to fund the co.t of the expansion of the Miami geach Conv.ntion Cen- --. tel" (the .Convention Can: H.: ir.d :.r:.til1.:ap.. ~4;' :..nprovcaent.a -- _. related thereto (th. .Project-): and __., tbe county and tha City _nded the ,Int l..floc.l Aqr....nt on or about April 7, 1987 to comply with certain requir...nts of the Tax Reform Act of 1986: lnd WHZaZll, the Citf, oy forael r.solution ot its City C~is- aton, baa reque.tad that the County isaue . ..rie. of its sp.cial - Obll9atlon rotundi"9 bonda and a aerioa of i.. apacial obli9ation ~ ~ (collectl..l" t.... .S.rl.. l'~7 Ionds-) and use the -2- -. a~Cl 211 ,,2!J16 I.,) f _"'4,~'"'" .....':',. ~ .e - .... t . . " . - . ... .,', '~<. ';Y '"^.- .,..>10 ""I proceeds t~er.of to ~.!und the Prior 'onds ~nd ~o !Jnd . ?art ion of ~he Co.t. of completinq the 1roject, ~.spec~i~'ly: .nd ~oIHZ.RZ.A.S, .t. a ~., :". ;:)eS:' .,1':1:,,:,.1 :;;~ '..~" :';'Jn~" Lcd :":<! Cit1 to refund t.he ?rior 30nds ~n ~rd.r to :tp:ace :~. ?r~Jr lenc Ordinance, with. . :lev Oond ordi:\.nce ot ':.'. ;:our.::, :.':~e "'~r.d Ordinanc.-) (1) to provide for t.h. substitution 4t. J. future date ot . .ec:onclary pledqa by the Ci ty for tha County', secondary pledqe; (iO to .stU:tlish an AIIOUftt to be on de90sit in tIM 1Ite"...l and Jleplac...nt Fund. aft.r the issuance of the Seri.s 19'7 Iondal 11111 prior to the r.l.... of the County', ..condary pl~., to perait the City to us. tll. ~nventian .o.velopaent Tu r..eftUe8 wblcb are ...ilable after all par-ents are -.de pursuant to tbe Bond Ordin.nce (the -lace.. City Share-) to c~l.t. the Project.. oriqinal1y ..ended, and (iv) lubs~.nt to the r.l.... of the County's secondary pledge, ':.0 -;er~:.':. ':.he C~"'l to u.s. the txe... City Share for any f)ur;-ose aut~or~:ed ='1 tl1e Convention Oevela~.nt tax LAW. ~. TKtatFORE, in consid.ration ot t~e mutual proai... and coy.nant. h.r.in cont.in~. it is agreed as tollovs: Sect ion 1. Unless otherY1Se :'lOted, all capitalized tera .at forth in this S.cond Int.rloeal Aqre..ent shall nave th. .... ...nin9 a..iqned to such terms in the !ond Ordinance o!nd this Second Int.rlocal Agree..nt. lection 2. The County h.r.by aqrees to issue its speci.l ob1iqation bonda in an aggregat. principal aJIOunt not to exceed $59,800,000 (th. -Series 1987 aonds-), to provla. funds for pa1~ 1nq all or part of the Cost of <i) refunding the Prior Bonds. and (iO the 1987 Project, purauant to the 30nd Ordinance set~ing forth the conditions for the issuance of said ~nds. A descrip- tion of the 1981 Project tS attached 'ler~,;':l H ::xh.=>i>;. A 3nc1 incorporated her.in by reference. Section 3. The County hereby coyenants ':..0 'Jse :':.s best Attort. to issue the Series :387 acnes as soon ~s ~rac~lcable. -3- 3.Cl 211 /e2!)!? !:xhibi: 3 lnd incorporao;.d ;,.r~~' ':Jy ;,,!.t"'-ence, ~:,. ':~:'!'S ~l~c'i'! .shall :l'I.ereoy be d..me<! subsc~'Jttd tor th. County's :,J~.dq~, .J.nd :.:"1. c.::\,;n':y's pledqa shall ':.;'\e~'c'f ::>a :-el.ased ~r-=m ::,. ~~en .:! :~e 30nd Crdi~anc., ~~e :i....1 ~.Y c:..:. ~':' ;:er:lll:' ....0 .::e :::-..tted 1 :::.1.:L''jlt .:; .: '!n :-]n~inq equally vith tn. charge or l~en on itS ~ublic S.r~.c. ~ax :>r o~h.r pledged source of reYenues .s Suppl..en~al Revenue.: provided that such pledqed revenue., ~n .ach of t.,a ~...t thr.e !ond ta.rs i-.diatelr precedinq :h. date of the nev charge or lien thereon, ate It least ~.l to 1.25 times the ~azimua Prin- e ipal and Inter.st ltequir..ents of t!'\. 30nds and the proposecl obllqation of tha Cltr. Section 7. Any Bonds issued by the County hereunder shall not constitute I pledqe of the County's or the City's ad valor.. taxing power or of the full f3~th and credit of the County or tl'l.e City, but are Ind shall be :i~i:ed obli~ations ~f ~~e County ,.y- Ible by the County lolely fr~ the City's Share or ~~e Jecondar1 pl~ge of the County's Local Governaent Half Cent Sales Tax reve- nue. or the Ci ty'. Publ ic Service Tax revenues (or coaparable revenue.) a. provided herein. Saetlon I. Th. County and the City aqree that the City's Share, .atter receipt fro. the State and depo.1t into the Dade County Convention DeY.lo~ent Trust !Und (the -Trust rund.) established by the County pursuant to the Convention Oev.l~nt ~.s Act and Ordinance Mo. 83-'1, a. ..ended, shall be ~emitt~ to - the '!'t'uatee for lppli:.1t~on L."l lccordance ."it~ .....:.,. 30nd Crdi- .......0. .)..1~4. Jyt;;.l ~.l~"" ..~l"..: ~d .I..y':'~.N :.y ':1.. :':W';..ht ;,..1:"j :.:;..' tho.. purpo... and in the aanner let forth in the Bond Ordinance unfit all Iond. iSlued hereunder havQ been paid, The County aqre.. that. prior to the reltase ot ~ ~3 second- ary pledqa, the SClnd ,!,:,ustee 1hal1 transfer :he Ci:./'.J Share re..ininq at the tnd of tach ~onth aft.r all ~h. ~.ym.nts .-~ r~ired by Section 502 ot ~he !ond Ordinance ~av~ be~n ~ad. ~~ , ...--tbe City to pay a portion of the costS ot complet inq ~he :987 -6- ecCl 211 ,,2!J20 o ~ ..:rde:"s-:.c;cd ::'l.!t ~hi2 j)ar'lq:'lp~ l'...:?~!'"3~dt'!~ ).: ::':-~:- .tq:-e~.'T1<!~:S ':..~-,,"!e,' ':.~4t ':.;....." tnd :.:\. ':.:11...::-:' ,,~':.;, ;"!'Jl:':1 ':.0 ':..~e ~et'.~-n~ J.'d, ~.plJcemen:. ~~nd. S<<ctlon ). ~n.ys ~.ld ~u:~uant :~ :~. 3cnd :rd~~an~' snall ~. ~ontinucu.ly invested ~nd r.i~ves:ed in any invest~ent3 ..h::!'l 1r~ :eqa:' ~~v.:I':.;1\en:3 !:;r '71.Cne'.'3 -.;: ::":! '::':\In':.1 ;:" ..... :.H! Ci:y, '..Jpon t:tflt ."ritten di:ec':.:oo of ':.~e ri:lance ~ir'ctor'( -:h. ,:ounty or his d.siqo... T!'I.. f'roceed.s of any such inveSt:nent3Jr reinvest..nts snall be ~.ed in ~ccotdanc. ~ith the provisions of the sand Ordinanc.. S.ction 10. The City shall ~. solely :esponsi~le ~or deter. !Illninq the concept, location, ?roqram, rtroj.ee. ":'h. City shall be :"~sponsible Ind des iqn of ::'e : 987 for ':.:,e biddinq o! c:on- tracts ."i th respeCt ':0 :he ~ 337 ?:-o; ec ':. 3rld : :",:m :..'1e -il'..ard J! n.d :::::r'::"lC':~ .}~d S.ld:: '>]'1~ ~."':~ .i~=e;"'/~;..;:n, ~-::':'I . ,- .str4tion J~d :ons~ruction ~: ~~e :,a7 ?r~:ec~. The C~untl shal~ oe afforded an opportunity to revie... the plans, specifil:ations and construction documents prior to the advertisement for said construction project, provided. hovever, that the Trustee shall 011.11 vitbdrav moneys fro. the Construction rund, upon the receipt of joint authorizations for the City and the County, to pay for coats of construction of ~;'e :387 ?:-oject. .:"1 accordance "'lth the Provislon. of th. Bond Ordinance. Section:.1. ~h. City .3gree5 to !u':ll ~oope(ate iti::.~ t.,e C.::lunt!, ~:s stoll!. !h40nci~l ldvi30r$ :1nd '::1. ..:nder..,ri,:'!:-'! ,"" reqard to the :aarketinq 'J[ <:)'18 3onds, includi:'1q ?rovidt:"!q i:"l!.,r- ..tion, attending ..eting_ and prep.rinq an official statement. The County, alter consultation vith the City, shall det.~ine the .appropriate :nethod, tia. and :llanner for selling the 9onds, including the desirability of having the 30nds insured .snd/or rated. Section 12. ":"hiSl Second Int.rIoeal A.greement shall !:)e .snd r-.in in effect for so long as any Bonds are outstanding. '!"he -3- ~:Cri 211 1G21J22 /0 , '-' . ~ ~ p' ,. , " ~ .. , : s . . ~'.. . , . -. '""I County and the Cit.y c:ov.nant and Aqre. that they shall not take any let ion adversely affec:tinq the Convention Oevelopment TAX ~h.t vill im?air the C~t1'~ Sharf ~\~~ :,!qard ~o ~~. :~payment of the.. Bond.. s.ction 13. -:Ohe City hereby covenanl;.s ana aqrees ':~at i.t. '"i.ll :,.i:abur~. ~:'e ::ount.!, ~t 101.,1., :.:-~m -....4..:J~~ ~: :,'.l! ,:.::n- vention Oevelopaent Tax and/or ~h. ?roceeds of t~e 30ncs i~d ~nl? Jf~er payment '::J( ':.~. ~rinci;:a: of ':.~e ~.1~~:''1S: :'.1 ::le Jcr.CJ, ,;'..t- stAndinq Iball have oeen :aade ot" duly provided tor eacn fiscal Je.r of tbe County, for all the reasonabl~ and n.cessary expen... incurred by the county in issuing and servicing the Ionds. The ..atawl UIOunt thAt the COunty.., assess .ach fiscal year for said adainistrativ. ..pana.s shall be .stablished by the Board by re.olution prior to the i.suance of the Bonds. Section 1". )(ot'&'ithatandinq the provisions of Section 13 .IboY., it for any r...on the City decid.s not to hAve t~e County issue tbe Bonds but rather to issue the Bonds or any 30nds for the 1987 proj.ct by its.lf, then the City aqrees to either con- tinue with the fin.ncial advisor, under..,t"i~e: dnd bond counsel already enqaged by County, or to malte appropriate arrangellenes for tbe financial advisor, undf!r....riter and bond counsel to be paid for s.rvices rendered and COStS e~?ended. SeCtion 15. The City agrees to indemnity the County for all clai.., jud~.nts or awards which tae County .ust p.y as . r..ult of or arisinq (rOlft or rel.ltinq to the 30nds or :he construction of the 1987 Project, includi~g the costs of litigating same lnd attorners f.... S.ction 16. Mothing expressed or i~plied herein is intend&d or .hall be constru~ to confer upon or to give any person, (iMB, corporation or oth.r entity, oth.r than the parti.s hereto, any rigbt, reaec1y or claim. under or tiT reason of this I:lterloc:al Agr....nt or by r.ason of any term, covenant, condition. promise .nd .gr....nt contain.d herein. all of said rights, remedi'!s .1nd -9- ;::K 211 /G21J23 II ". ... ~~ .. 'Ii . .... . . .. . . ~ . . .. ....or... ~ .. J ;. " .. . RESOLUTION NO. 87-19030 . A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT WITH DADE COUNTY, FLORIDA FOR THE FINANCING OF EXPANSIONS AND IMPROVEMENTS TO THE MIAMI BEACH CONVENTION CENTER. WHEREAS, pursuant to Chapters 163 and 166, Florida Statutes, the City of Miami Beach has the authority to enter into Interlocal Agreements with other public agencies; and WHEREAS, the City of Miami Beach entered into an Inter10cal Agreement with Dade County dated December 20, 1984 for the purpose of financing the Convention Center expansion, which Interlocal Agreement was amended and restated as the First Amended Interlocal Agreement dated November 13, 1985, and further amended on or about April 7, 1987, and WHEREAS, the parties wish to amend the Interlocal Agreement, in the form of a Second Amended and Restated Interlocal Agreement, for the purpose of (i) the County refunding the outstanding Series 1985A Miami Beach Convention Center Bonds; (ii) the County issuing completion bonds for the west wraparound renovation, and (Hi) allowing the City the ability to replace the County's secondary pledge for the bonds and release the excess tax collections to the City for any purpose permitted by the Convention Development Tax Law; and WHEREAS, the Tourist and Convention Center Expansion Authority on August 18, 1986, recommended to the City Commission that the Commission take all action necessary to obtain the J additional bond funds for the west wraparound renovation; and WHEREAS, the City Manager has recommended the execution of the Second Amended and Restated Interlocal Agreement and the City Attorney has approved it as to form. I NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Clerk are authorized to execute the Second Amended and Restated Interlocal 1 "- .. Agreement with Dade County, Florida for the financing of .expansions and improvements to the Miami Beach Convention Center. PASSED AND ADOPTED this 1 ~ day of October, 1987. ~ ATTEST: .-!1~ k ~ CITY CLERK FORM APPROVED LEGAL DEPl. B~/?tJ,..,. -> Date /0/" I~? . , PNB/mr 10/01/87 2