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RESOLUTION 89-19785 RESOLUTION NO. 89-19785 A RESOLUTION OF THE CITY OF MIAMI BEACH, FLORIDA CONSOLIDATING AND RESTATING RESOLUTIONS NO. 88-19430, 89-19493, 89-19566, 89-19623, 89-19668 and 89-19694; DESIGNATING THE PURPOSES FOR WHICH THE EXCESS CITY SHARE OF THE CONVENTION DEVELOPMENT TAX SHALL BE USED PURSUANT TO DADE COUNTY ORDINANCE NO. 87-72 AND THE SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT BY AND BETWEEN DADE COUNTY, FLORIDA AND THE CITY OF MIAMI BEACH, DATED AS OF OCTOBER 12, 1987; ESTABLISHING THE MAXIMUM DOLLAR AMOUNT FOR EACH SUCH PURPOSE; AND SETTING PRIORITIES AMONG SUCH PURPOSES. WHEREAS, Dade County Ordinance No. 87-72 enacted by the Board of County Commissioners on October 20 , 1987 ( the "Bond Ordinance" ) and the Second Amended and Restated Interlocal Agree- ment by and between Dade County, Florida ( the "County" ) and the City of Miami Beach ( the "City" ) for the Financing of Expansions and Improvements to the Miami Beach Convention Center ( the "Interlocal Agreement" ) dated as of October 12 , 1987 each provide by their terms that : Upon substitution of the City ' s secondary pledge for the County ' s secondary pledge (defined as the Crossover Date in the Bond Ordinance) , the City has a right to use the Excess City Share (as defined in the Bond Ordinance and the Interlocal Agreement) of the Convention Development Tax revenues for any purpose permitted under Florida Statutes , Section 212 . 0305 ; and WHEREAS, the City replaced the County' s secondary pledge with its own secondary pledge when it adopted City Resolution No. 88-19429 on November 2 , 1988; and WHEREAS, Section 512 of the Bond Ordinance entitled "General Fund" provides that, subsequent to the Crossover Date, the City may adopt a resolution ( i ) designating a purpose which is permit- ted by Florida Statutes , Section 212 .0305 ( the "Convention Development Tax Law" ) and ( ii ) establishing the maximum dollar amount for such purpose for which the Excess City Share on deposit in the Excess City Share Account of the General Fund (such account and fund being established under the provisions of the Bond Ordinance) may be utilized; and WHEREAS, Section 512 of the Bond Ordinance provides further that upon the receipt by the Trustee thereunder of a resolution adopted by the City pursuant to Section 512 , the Excess City Share shall be released monthly by the Trustee in an amount which is equal to the amount designated by the City in the resolution; and WHEREAS, the City wishes to designate the purposes for which the Excess City Share on deposit in the Excess City Share Account may be utilized, establish the maximum dollar amount for each such purpose and set priorities among such purposes ; and WHEREAS, the City desires that this Resolution continue in full force and effect for as along as any portion of the financ- ing of the purposes herein designated remains outstanding . NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: 1 . The City hereby designates the following as purposes for which the Trustee may, under the Bond Ordinance, release monies in the Excess City Share Account : ( i ) the proposed financing by the City of the completion of The Miami Beach Convention Center ( the "Convention Center" ) through the issuance of not to exceed $8, 000 , 000 principal amount of the City ' s bonds ( the "Convention Center Completion Bonds" ) and as provided in Section 2 ( iv) hereof ; ( ii ) operation and maintenance expenses deficits related to the Convention Center ; ( iii ) the financing by the City of Homestead, Florida ( "Homestead" ) of the construction of a Stadium Complex through the issuance by Homestead of $12 , 000 , 000 principal amount of Revenue Certificates ( the "Homestead Loan" ) ; ( iv) the proposed financing by the City of the construction of an Opera/Ballet Theater Complex and related parking and the expansion of the Bass Museum through the issuance of not to exceed $50 , 000 , 000 principal amount of the City ' s bonds ( the "Performing Arts Complex Bonds" ) ; and - 2 - (v) operation and maintenance expenses deficits related to the Jackie Gleason Theater of the Performing Arts, the Symphony Hall and the Opera/Ballet Theater Complex (collectively, the "Performing Arts Complex" ) . 2 . Subject to the prior claim on the Convention Development Tax revenues of the County ' s outstanding Special Obligation and Refunding Bonds (Miami Beach Covention Center Project) , Series 1987A and Special Obligation Bonds (Miami Beach Convention Center Project) , Series 1987B issued under the Bond Ordinance (collectively, the "1987 Bonds" ) , commencing with the first payment on the Homestead Loan and continuing through June 30 , 1993, the Excess City Share shall be used for the purposes designated in clauses ( i ) through ( iii ) of Section 1 above and for such other purposes as described below, according to the priorities, and in the maximum amounts provided below: ( i ) first, payments in an amount not to exceed $1, 000, 000 per year , to fund the annual principal , interest and if applicable, deficiencies in reserve accounts, on the Convention Center Completion Bonds , which annual sum shall be disbursed in substantially equal monthly payments provided the revenues available in the Excess City Share so permit , and provided further that if in any given month a shortage of available revenues in the Excess City Share results in a deficiency in the making of the necessary monthly payments under said Bonds, then, in addition to the regular monthly payments required by this subparagraph, such additional amounts as necessary to make up any such deficiency shall be paid during the next succeeding month( s) in which adequate revenues to do so are available in the Excess City Share, even if , as a result of the timing of the payments required to make up such deficiency in prior payments, the aggregate amount of all payments made under this subparagraph during any given year exceed $1, 000 , 000 , so long as the cumulative aggregate total of all payments made under this subparagraph for all years does not exceed an average of $1 , 000 , 000 on a yearly basis; ( ii ) second, monthly payments for the annual opera- ting and maintenance expenses deficit related to the Convention Center in an amount equal to 1/12th of $2, 300 , 000 during fiscal year 1988 - 1989 , and 1/12th of. $2 , 500 ,000 during each fiscal year thereafter , provided that if in any given month a shortage of available revenues in the Excess City Share results in a deficiency in the making of the necessary monthly payment under this subparagraph, then in addition to the regular monthly payment required by this subparagraph, such additional amounts as necessary to make up any such deficiency shall be paid during the next succeeding month( s) in which adequate revenues to do so are available in the Excess City Share; - 3 - ( iii) third, monthly payments of principal and interest to appropriate accounts for the benefit of Homestead on the Homestead Loan in an amount equal to 1/12th of $2, 000 ,000 , and such additional amounts which may be necessary to avoid negative amortization on the Homestead Loan by paying any additional accrued interest thereon not paid by the aforereferenced pay- ments, provided that if in any given month a shortage of available revenues in the Excess City Share results in a deficiency in the making of the necessary monthly payments under this subparagraph, then, in addition to the regular monthly payments required by this subpara- graph, such additional amounts as necessary o make up any such deficiency shall be paid during the next succeeding month( s) in which adequate revenues to to so are available in the Excess City Share; ( iv) fourth, payments, if any, to the City for any cost that may exceed the estimated $8, 000 , 000 necessary to complete the Convention Center Project (as such term is defined in the Bond Ordinance) and/or any costs for capital improvements related to said project and/or payments for any operations and maintenance expenses deficit in excess of $2, 300 ,000 for fiscal year. 1988-89 and $2 , 500 , 000 each fiscal year thereafter provided the City furnishes the Trustee with a resolution designating the specific completion costs and/or the additional capital improvements and/or increase in the operations and maintenance expenses deficit pursuant to the Bond Ordinance, or payments for any other purpose designated in a subsequent resolution of the City directing the use of the Excess City Share to the extent consistent with the Convention Development Tax Law; and (v) fifth, payment of the amount remaining , if any, to Homestead to reduce the outstanding principal amount of the Homestead Loan for as long as any portion of the Homestead Loan remains outstanding . 3 . Subject to the prior claim on the Convention Development Tax revenues of the 1987 Bonds , on and after July 1 , 1993, the Excess City Share shall be used for the purposes designated in Section 1 above and for such other purposes as described below, according to the priorities , and in the amounts provided below: ( i ) first , payments in an amount not to exceed $1,000 , 000 per year , to fund the annual principal , interest and if applicable, deficiencies in reserve accounts , on the Convention Center Completion Bonds, which annual sum shall be disbursed in substantially equal monthly payments provided the revenues available in the Excess City Share so permit, and provided further that if in any given month a shortage of available revenues in the Excess City Share results in a deficiency in the making of the necessary monthly payments under said Bonds, then, in addition to the regular monthly payments required by this subparagraph, such additional amounts as necessary to make up any such deficiency shall be paid during the next - 4 - succeeding month( s) in which adequate revenues to do so are available in the Excess City Share, even if, as a result of the timing of the payments required to make up such deficiency in prior payments, the aggregate amount of all payments made under this subparagraph during any given year exceeds $1 , 000 , 000 so long as the cumulative aggregate total of all payments made under this subparagraph for all years does not exceed an average of $1,000 , 000 on a yearly basis ; ( ii ) second, monthly payments to appropriate accounts for the benefit of Homestead on the Homestead Loan in an amount equal to 1/120th of the principal amount of the Homestead Loan outstanding on June 30 , 1993 , plus all interest accrued on the Homestead Loan for each of such months, until the Homestead Loan is paid in full , provided that if in any given month a shortage of available revenues in the Excess City Share results in a deficiency in the making of the necessary monthly payments under this subparagraph, then, in addition to the regular monthly payments required by this subparagraph, such additional amounts as necessary to make up any such deficiency shall be paid during the next succeeding month( s) in which adequate revenues to do so are available in the Excess City Share; ( iii ) third, monthly payments for the annual operating and maintenance expenses deficit related to the Convention Center in an amount equal to 1/12th of $2 , 500 , 000 per year for each fiscal year or such other amount as the City Commission may by resolution establish, provided that if in any given month a shortage of available revenues in the Excess City Share results in a deficiency in the making of the necessary monthly payment under this subparagraph, then, in addition to the regular monthly payment required by this subparagraph, such additional amounts as necessary to make up any such deficiency shall be paid during the next succeeding month( s ) in which adequate revenues to do so are available in the Excess City Share; ( iv) fourth, principal and interest payments on the Performing Arts Complex Bonds ; (v) fifth, payments for such other projects which may have been previously approved under paragraph 2 ( iv) above; (vi ) sixth, payments necessary for any operating and maintenance expenses deficit related to the Performing Arts Complex in an amount not to exceed $1 , 000 , 000 per fiscal year or payment for any other purpose designated in a subsequent resolution of the City directing the use of the Excess City Share to the extent consistent with the Convention Development Tax Law; and (vii ) seventh, payments from the remaining balance, if any, to reduce the principal amount of the remaining outstanding balance of the Homestead Loan, in inverse order of maturity, for so long as any portion of the Homestead Loan remains outstanding. 4 . The Trustee is hereby directed to deliver to Homestead and the lender under the Homestead Loan a copy of the Trustee ' s regular statements regarding receipt and distribution of all - 5 - Designated Revenues (as defined in the Bond Ordinance) and the Excess City Share under the Bond Ordinance and under the City ' s Resolutions Nos . 89-19566 , 89-19623 , 89-19668, 89-19694 and hereunder . 5 . The City Manager shall forthwith notify the Trustee of this Resolution by delivering to the Trustee a certified copy hereof , and the Trustee shall thereafter make payment of the Excess City Share as set forth herein. 6 . Resolutions Nos . 88-19430 , 89-19493 , 89-19566 , 89- 19623 , 89-19668 and 89-19694 are hereby consolidated and restated to conform with this Resolution. Resolution No. 89-19566 shall continue in full force and effect as to amounts already received by the Trustee for the account of Homestead prior to the effective date of this Resolution. 7 . This Resolution shall continue irrevocably and in full force and effect for so long as any portion of the Homestead Loan remains outstanding, provided, however , that the City may at any time in its discretion adopt (a) resolutions further modifying the order of priorities or amounts of the payments provided herein which are subordinate to the monthly payments to be made for the benefit of Homestead as specifically set out in subpara- graphs 2( iii ) and 3 ( ii ) above; or (b) resolutions implementing the funding from the Excess City Share of additional amounts for capital improvements , operating and maintenance expenses deficits and/or other projects consistent with the Convention Development Tax Law, which are subordinate to the monthly payments to be made for the benefit of Homestead as specifically set forth in subpa- ragraphs 2 ( iii ) and 3 ( ii ) above, all pursuant to subparagraphs 2 ( iv) and 3 (vi ) hereof . Notwithstanding the foregoing, while the Convention Center Completion Bonds are outstanding, this Resolu- tion shall not be repealed or amended in any manner which would adversely affect the priority or payment of the Convention Center Completion Bonds . - 6 - 8. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED this 8th day of ' •vember , 1989 . z////i///0/ 11111 - ayor ATTEST: FORM APPROVED tXesr-CAW, (,6„A.E.:1-ruk,w LEGAL DEPT. Te,���City Clerk , B _ � �a� 1 Date l�2/81 ORIGINAL RESOLUTION NO. 89-19785 Consolidating and restating Resolutions No. 88-19430, 89-19493, 89-19566, 89-19623 89-19668 and 89-19694; designating the purposes for which the excess City share of the Convention Development Tax shall be used pursuant to Dade County Ordinance No. 87-72 and the second amended and restated interlocal agreement by and between Dade County, Florida and the City of Miami Beach, dated as of October 12, 1987; establishing the maximum dollar amount for each such purpose; and setting priorities among such purposes.