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Interlocal Cooperation Agreement with Miami-Dade County a0l(4 - 883( AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT THIS AMENDED AND RESTATED INTERLOCAL AGREEMENT,made this_day of 201 (the "A eement" by and between Miami-Dade Count a political �� � ( � )� Y Y� p subdivision of the State of Florida (the "County"), and the City of Miami Beach, a municipal corporation organized under the laws of the State of Florida (the "City" or "CMB"), amends and restates in its entirety the 1996 Interlocal Cooperation Agreement and its amendments between the County and the City regarding the disposition of the Two Thirds Portion (as hereinafter defined) of the Convention Development Tax ("CDT"), as defined in this Agreement, for a term to commence upon the dated date above (the "Effective Date"), and ending on the Teiniination Date, as defined in this Agreement. After the Termination Date, the allocation of the Two Thirds Portion of the CDT shall be made pursuant to State law. WITNESSETH: WHEREAS, the County and the City previously entered into interlocal agreements Y p including the 1996 Interlocal Cooperation Agreement dated June 21, 1996, between the County and the City, as amended by Amendment One to the Interlocal Cooperation Agreement, dated April 24, 2001 ("Amendment One"), the First Addendum to Amendment One, dated May 22, 2001 (the "Addendum to Amendment One"), and the Second Amendment to the Interlocal Cooperation Agreement, dated March 23, 2004 ("Amendment Two") (collectively, the "1996 Interlocal"), regarding the use and disposition of the two-thirds (2/3) portion ("Two Thirds Portion") of the tax imposed by the County on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) of the total consideration charged for such accommodations, authorized pursuant to Section 212.0305(4)(b), Florida Statutes, and imposed pursuant to the County Code and Ordinances ("Convention Development 1 Tax"); and WHEREAS, the parties intend by this Agreement to amend and restate in its entirety the 1996 Interlocal regarding the disposition of the Two Thirds Portion of the CDT and, to the extent that the terms and provisions of the 1996 lnterlocal are not expressly included herein, such terms and provisions shall be deemed to be no longer in full force and effect and, in the event of a conflict between the 1996 lnterlocal and this Agreement, the provisions of this Agreement shall prevail; and WHEREAS, the County and the City have approved and entered into an Interlocal Cooperation Agreement, executed on November 16, 1993, as amended by an amendment approved by the Board of County Commissioners (the "Board") through Resolution No. R-889-03 and the City Commission through Resolution No. 2003-25241, and further amended by an amendment approved by the Board through Resolution No. R-958-05 and the City Commission through Resolution No. 2004-25560 (the "1993 CRA Interlocal"), relating to the City Center/Historic Convention Village Redevelopment and Revitalization Area(the "City Center RDA"); and WHEREAS, the County, the City, and the Miami Beach Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Agency"), have approved and entered into a third amendment to the 1993 CRA Interlocal dated (the "Third Amendment"), which among other things, extends the term of the City Center RDA to the earlier of March 31, 2044 or the date the Agency's indebtedness approved by the County is no longer outstanding. The 1993 CRA Interlocal, as amended by the Third Amendment, shall be referred to herein as the"CRA Interlocal", NOW,THEREFORE,the County and the City agree as follows: I. All capitalized terms in this Agreement shall have the meanings ascribed to them in this Agreement. 2 II. DISPOSITION OF THE TWO THIRDS PORTION A. The County shall pay to the City the payments described in subsections II.A.1. through and including II.A.4 below, solely from the Two Thirds Portion of the CDT Receipts (as hereinafter defined) for the period set forth in such subsections in the order of priority set forth in subsection II.A.6. of this Agreement. 1. An operating and maintenance subsidy.for the Miami Beach Convention Center, located at 1901 Convention Center Drive, Miami Beach, Florida consisting of approximately 500,000 square feet of convention halls and approximately 127,000 square feet of meeting rooms (the "Convention Center"), equal to $4.5 million per year, commencing on April 1, 2003, and ending on the earlier of the Termination Date or the date that the Convention Center is no longer in operation as a publicly owned convention center. 2. The following payments': 2014—50%of CDT Receipts received by the County in Fiscal Year 2014 greater than$62,902,571 but less than$80,035,626 2015—50%of CDT Receipts received by the County in Fiscal Year 2015 greater than$66,047,700 but less than 586,086,319 2016—50%of CDT Receipts received by the County in Fiscal Year 2016 greater than$69,350,085 but less than$92,594,445 2017—50%of CDT Receipts received by the County in Fiscal Year 2017 greater than 572,817,589 but less than$99,594,585 2018—50%of CDT Receipts received by the County in Fiscal Year 2018 greater than$76,458,469 but less than S107,123,935 2019—50%of CDT Receipts received by the County in Fiscal Year 2019 greater than$80,281,392 but less than S115.222,505 2020—50%of CDT Receipts received by the County in Fiscal Year 2020 greater than$84,295,462 but less than S123,933,326 2021—50%of CDT Receipts received by the County in Fiscal Year 2021 greater than$88,510,235 but less than S 133,302,687 2022—50%of CDT Receipts received by the County in Fiscal Year 2022 greater than$92,935,747 but less than$143,380,370 2023—50%of CDT Receipts received by the County in Fiscal Year 2023 greater than$97,582,534 but less than$154,219,926 2024—50%of CDT Receipts received by the County in Fiscal Year 2024 greater than$102,461,661 but less than$165,878,952 2025—50%of CDT Receipts received by the County in Fiscal Year 2025 greater than S107,584,744 but less than S178,419,400 2026—50%of CDT Receipts received by the County in Fiscal Year 2026 greater than$112,963,981 but less than$191,907,907 2027—50%of CDT Receipts received by the County in Fiscal Year 2027 greater than$118,612,180 but less than$206,416,145 2028—50%of COT Receipts received by the County in Fiscal Year 2028 greater than$124,542,789 but less than$222,021,205 2029—50%of CDT Receipts received by the County in Fiscal Year 2029 greater than S 130,769,928 but less than$238,806,008 2030—50%of CDT Receipts received by the County in Fiscal Year 2030 greater than$137,308,425 but less than$256,859,742 2031—50%of CDT Receipts received by the County in Fiscal Year 2031 greater than$144,173,846 but less than$276,278,339 2032—50%of CDT Receipts received by the County in Fiscal Year 2032 greater than$151,382,538 but less than$297,164,981 2033—50%of COT Receipts received by the County in Fiscal Year 2033 greater than$158,951,665 but less than$319,630,654 2034—50%of CDT Receipts received by the County in Fiscal Year 2034 greater than$166,899,248 but less than$343,794,731 2035—50%of CDT Receipts received by the County in Fiscal Year 2035 greater than$175,244,211 but less than S369.785,613 2036—50%of CDT Receipts received by the County in Fiscal Year 2036 greater than$184,006,421 but less than$397,741,405 2037—50%of CDT Receipts received by the County in Fiscal Year 2037 greater than$193,206,742 but less than$427,810,655 2038—50%of CDT Receipts received by the County in Fiscal Year 2038 greater than$202,867,080 but less than$460,153,141 2039—50%of CDT Receipts received by the County in Fiscal Year 2039 greater than$213,010,433 but less than$494,940,718 2040—50%of CDT Receipts received by the County in Fiscal Year 2040 greater than$223,660,955 but less than$532,358,236 'All years listed above are fiscal years ending September 30;all CDT Receipts are based on Current CDT Rate. To the extent the Termination Date is later than September 30, 2040, the City will continue to receive an allocation of 50% of CDT Receipts, calculated based upon the Current 3 CDT Rate (as hereinafter defined) and the formula established in the aforementioned schedule, which represents County growth estimates of annual CDT Receipts based upon the Current CDT Rate, between 5% and a cap of 7.56% growth. The County shall receive 100% of any annual CDT Receipts in excess of the 7.56% annual growth figure based on the Current CDT Rate. Annual payments to the City, as listed and provided for in this subsection II.A.2, shall be capped at $50 million; provided, however, that beginning in the County's fiscal year ending September 30, 2030, the $50 million cap shall escalate annually at the lesser of three percent (3%) or the Miami Fort Lauderdale All Urban Consumers Consumer Price Index from July to June ("Miami Urban Area CPI").. These payments to the City shall be used for (i) the Convention Center; and (ii) projects that are determined by the City, in its sole discretion, to be related to the Convention Center, which projects are within the boundaries of the City Center RDA and are eligible for CDT funding pursuant to State law (the "Other Projects"). To the extent that the City determines funds are not needed for the Convention Center or the Other Projects, the funds may be used by the City for other projects outside the boundaries of the City Center RDA, eligible for CDT funding pursuant to State law. The County shall have ninety(90) days after the close of the County's fiscal year to make its remittance to the City. 3. (a) Commencing on the County's fiscal year following the Effective Date and ending on the earlier of September 30, 2025 or the termination or expiration of the City Center RDA and the Agency as set forth in the CRA Interlocal, or the date that the Convention Center is no longer in operation as a publicly owned convention center, the County may reimburse the Agency, on March 31 of each year, an amount equal to the prior fiscal year's annual subsidy paid to the City pursuant to the terns of Section XII.D of the CRA Interlocal, adjusted by the lesser of the Miami Urban Area CPI or 4 percent annually. Commencing on October 1, 2025 and ending on the earlier of the termination or expiration of the City Center RDA and the Agency as 4 set forth in the CRA Interlocal, or the date that the Convention Center is no longer in operation as a publicly owned convention center; the County shall reimburse the Agency, on March 31 of each year, an amount equal to the prior fiscal year's annual subsidy paid to the City pursuant to the terms of Section XII.D of the CRA Interlocal, adjusted by the lesser of the Miami Urban Area CPI or 4 percent annually. These payments shall be used solely to reduce the annual subsidy payment to be funded with increment revenues pursuant to Section XII.D of the CRA Interlocal, by an amount equal to the payments pursuant to this Section. (b) Commencing on the October 1st immediately following the termination or expiration of the City Center RDA and the Agency, as set forth in the CRA Interlocal, and ending on the earlier of the Termination Date or the date that the Convention Center is no longer in operation as a publicly owned convention center, the County shall annually remit to the City, no later than March 31 of each year, an operating and maintenance subsidy for the Convention Center. The City agrees that such funds shall only be used to fund operating and maintenance costs of the Convention Center. The first annual subsidy amount payable by the County shall equal the prior fiscal year's annual subsidy paid to the Agency pursuant to the terms of Section XII.D. of the CRA Interlocal, adjusted by the lesser of the Miami Urban Area CPI or 4 percent id amount payable by the annually. For subsequent fiscal years of the County, the annual subsidy p y y County shall equal the prior County fiscal year's annual subsidy paid to the City pursuant to the terms of this Agreement, adjusted by the lesser of the Miami Urban Area CPI or 4 percent annually. For example, on March 31, 2030, the County shall pay, solely from the Two Thirds Portion of the CDT Receipts, in the order of priority set forth in Section II.A.6._of this Agreement, an amount equal to the subsidy due to be paid on March 31, 2029, adjusted by the lesser of the Miami Urban Area CPI or 4 percent. 4. Commencing in the County fiscal year following the one year anniversary date of 5 the Completion of the Convention Center Headquarters Hotel (as defined below), and ending on the earlier of the Termination Date, or thirty years after the one year anniversary date of the Completion of the Convention Center Headquarters Hotel, the County shall remit up to $1.5 million to the City, on March 31 of each year, for projects as determined by the City in its sole discretion, eligible for funding pursuant to subsection 212.0305(4)(b)2.c., Florida Statutes, as amended; provided, that the County's obligation in this subsection shall terminate if the (i) the City rescinds the collection of the 1% resort tax, as such tax is provided for and set forth in Section 5.03(b) of the City Charter, or (ii) uses such 1% resort tax for any purposes other than the payment of annual debt service on the 2015 Bonds, as defined in Paragraph III.C.6. of the CRA Interlocal. After providing for payment of such annual debt service on the 2015 Bonds, the City may use the 1% resort tax for such other uses and purposes, as may be permitted pursuant to City Charter Section 5.03(b). . For purposes of this Agreement, "Completion of Convention Center Headquarters Hotel" shall mean completion of a hotel in proximity of the Convention Center and within the boundaries of the City Center RDA, consisting of at least 400 rooms, up to 40,000 square feet of ballroom and meeting space, and related amenities, as evidenced by the earlier of the City's issuance of a temporary certificate of occupancy or certificate of occupancy for such hotel. The $1.5 million payment is estimated based on the completion of an 800 room hotel. To the extent that the number of rooms is less than 800, the payment will be prorated accordingly based on the number of rooms constructed. 5. For purposes of this Agreement, "CDT Receipts" shall mean the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) (the "Current CDT Rate") of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax 6 Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida Statutes). CDT Receipts, whenever used in this Agreement, shall apply solely to the Current CDT Rate; provided; however, that it is recognized that any outstanding indebtedness of either the County or the City secured by a pledge of CDT Receipts shall have a first claim on such CDT Receipts prior to any other payments required under this Agreement. 6. The County uses CDT Receipts to annually fund various projects and activities eligible for funding from CDT Receipts. The parties agree that the County's funding of these projects and activities in some instances have a prior lien on CDT Receipts thereby making the payments to the City and the o set forth herein, subordinate to such senior CDT Ya�'111Vlll.s l� L�1V t/�L� and l.hV Agency, as �7<JL forth herein, subordinate to such senior CDT obligations. All payments from the County to the City and the Agency, as set forth in this Agreement, shall be paid solely from the Two Thirds Portion of the CDT Receipts. The order and priority of the existing senior CDT obligations is as follows: (a) with respect to each fiscal year of the County commencing upon the effective date of this Agreement and ending on September 30, 2030: (i) the bond service requirements (as defined in Ordinance No. 96-85 enacted by the Board on June 4, 1996, as same may be supplemented and amended) for the Miami-Dade County, Florida Special Obligations and Refunding Bonds, Series 1996A and Series 1996B, and any bonds issued to refund any portion of such bonds; (ii) operational and capital replacement subsidies to the Convention Center, pursuant to Section II.A.1. of this Agreement; (iii) $1,000,000 payable annually to the Cultural Affairs Council and operational subsidies of$2,000,000 for each County fiscal year for PAC Projects (as such term is defined in County Ordinance No. 97-210); (iv) payment of$6,400,000 through June 30, 2029, and $1,500,000 in the period 7 commencing July 1, 2029 and ending June 30, 2030, to Basketball Properties, Ltd. or its successors and assigns, pursuant to the Arena Agreements, as hereinafter defined; (v) the bond service requirements (as determined in County Ordinance No. 97- 210 enacted by the Board on November 18, 1997, as amended by Ordinance No. 05-00, enacted by the Board on May 17, 2005, and as same may be amended and supplemented) for (i) the Miami- Dade County, Florida Subordinate Special Obligation and Refunding Bonds, Series 1997A; (ii) the Miami-Dade County, Florida Subordinate Special Obligation Bonds, Series 1997B, Series 1997C, Series 2005A, Series 2005B and Series 2009; and (iii) any bonds issued to refund any portion of each such Series of bonds; (vi) payment of any Hedge Obligations (as such term is defined in County Ordinance No. 97-210), including any extension of their maturities; (vii) payments to the City pursuant to Section II.A.2. of this Agreement; (viii) payments to the City of Miami pursuant to the Interlocal Cooperation Agreement between the County and the City of Miami, dated as of July 1, 2009, as amended by the First Amendment to the Interlocal Cooperation Agreement, dated October 22, 2012; (ix) payments to Basketball Properties, Ltd. or its successors and assigns, pursuant to the Arena Agreements of the Naming Rights Payments, the Shortfall Naming Rights Payment, if any, the funding and replenishment or the Reserve, and any Shortfall payments plus accrued interest, if any, on such payments (as such capitalized terms are defined in the Arena Agreements); and (x) amounts retained by the County to fund other subordinate contractual commitments and ongoing disbursements to eligible activities, not to exceed the annual amounts set forth below for the County's fiscal years ending September 30 listed below: FY 2017: S29,225,581 8 FY 2018: $29,655,071 FY 2019: $30,087,798 FY 2020: $30,623,842 FY 2021: $31,113,289 FY 2022: $31,506,221 FY2023: $32,052,726 FY 2024: $32,502,894 FY 2025 $32,956,817 FY 2026 $33,314,587 FY 2027 $34,276,302 FY 2028 $34,542,059 FY 2029 $35,211,961 FY 2030 $35,836,110; (xi) marquee event grant payments to South Florida Stadium LLC and its successors and assigns pursuant to Marquee Event Performance Based Grant Agreement between the County and South Florida Stadium LLC (and joined by the Miami Dolphins, LTD solely with respect to the County's right to terminate upon the relocation of the team), dated July 2, 2014; and (xii) commencing on October 1, 2026, the following payments: (A) $5,000,000 • retained by the County for contractual commitments and ongoing disbursements to eligible activities;and (B) payments to the Agency as set forth in Section II.A.3. of this Agreement; and (xiii) payments to the City pursuant to Section II.A.4. of this Agreement when and if due and owing. (b) with respect to each fiscal year of the County for the period from and after October 1, 2030: 9 (i) the bond service requirements (as defined in County Ordinance No. 96-85, enacted by the Board on June 4, 1996, as same may be supplemented and amended) for the Miami- Dade County, Florida Special Obligations and Refunding Bonds, Series 1996A and Series 1996B, and any bonds issued to refund any portion of such bonds; (ii) operational and capital replacement subsidies to the Convention Center, pursuant to Section II.A.1. of this Agreement; (iii) $1,000,000 payable annually to the Cultural Affairs Council and operational subsidies of$2,000,000 for each County fiscal year for PAC Projects (as such term is defined in County Ordinance No. 97-)10); (iv) payment of$6,400,000 through June 30, 2029, and $1,500,000 in the period commencing July 1, 2029 and ending June 30, 2030, to Basketball Properties, Ltd. or its successors and assigns pursuant to the Arena Agreements; (v) the bond service requirements (as determined in County Ordinance No. 97- 210, enacted by the Board on November 18, 1997, and as amended by Ordinance No. 05-00, enacted by the Board on May 17, 2005, and as same may be amended and supplemented) for (i) the Miami-Dade County, Florida Subordinate Special Obligation and Refunding Bonds, Series 1997A; (ii) the Miami-Dade County, Florida Subordinate Special Obligation Bonds, Series 1997B, Series 1997C, Series 2005A, Series 2005B and Series 2009; and (iii) any bonds issued to refund any portion of each such Series of bonds; (vi) payment of any Hedge Obligations (as such term is defined in County Ordinance No. 97-210), including any extension of their maturities; (vii) payment to the City pursuant to Section II.A.2. of this Agreement; (viii) payments to the City of Miami pursuant to the Interlocal Cooperation Agreement between the County and the City of Miami, dated as of July 1, 2009, as amended by the 10 First Amendment to the Interlocal Cooperation Agreement, dated October 22, 2012; (ix) payments to Basketball Properties, Ltd. or its successors and assigns, pursuant to the Arena Agreements of the Naming Rights Payments, the Shortfall Naming Rights Payment, if any, the funding and replenishment or the Reserve, and any Shortfall payments plus accrued interest, if any, on such payments (as such capitalized terms are defined in the Arena Agreements); and (x) amounts retained by the County to fund other subordinate contractual commitments and ongoing disbursements to eligible activities not to exceed the annual amounts set forth below for the County's.fiscal years ending September 30: FY 2030 $35,836,110 FY 2031 $30,164,613 FY 2032 $30,347,578 FY 2033 $30,535,117 FY 2034 $30,727,345 FY 2035 $30,924,379 FY 2036 $31,126,339 FY 2037 $31,333,347 FY 2038 $31,545,531 FY 2039 $31,763,019 FY 2040 $31,985,944 FY 2041 $32,214,443 FY 2042 $32,448,654 FY 2043 $32,688,720 FY 2044 $32,934,788 11 FY 2045 $33,187,008 FY 2046 $33,445,533 FY 2047 $33,710,522 FY 2048 $33,982,135 (xi) marquee event grant payments to South Florida Stadium LLC and its successors and assigns pursuant to Marquee Event Performance Based Grant Agreement between the County and South Florida Stadium LLC (and joined by the Miami Dolphins, LTD solely with respect to the County's right to terminate upon the relocation of the team), dated July 2, 2014; (xii) $5,000,000 retained by the County for contractual commitments and ongoing disbursements to eligible activities; (xiii) payments to the Agency as set forth in Section II.A.3. of this Agreement; and (xiv) payments to the City pursuant to Section II.A.4. of this Agreement when and if due and owing. For purposes of this Agreement, "Arena Agreements" shall mean the various agreements by and among the County, Basketball Properties, Ltd., Miami Heat Limited Partnership, as the case may be, or their successors and assigns with respect to the downtown Miami arena where the Miami Heat play, currently known as the American Airlines Arena. Notwithstanding and prevailing over anything to the contrary contained in this Agreement, the parties hereby acknowledge and agree that, to the extent there is a conflict with the provisions of County Ordinance No. 97-210, as amended as of the Effective Date, the provisions of Ordinance No. 97- 210 shall supersede the provisions of this Agreement. Notwithstanding and prevailing over any contrary provision or implication of this Agreement, any and all duties, liabilities and obligations of the County under this Agreement with 12 respect to the County's obligation to make payments to the City from the Two Thirds Portion of the CDT Receipts during any fiscal year of the County shall be required to be paid or performed by the County only to the extent that the Two Thirds Portion of the CDT Receipts are sufficient during such fiscal year, and no duties, liabilities, or obligations of the County payable solely from the Two Thirds Portion of the CDT Receipts shall be required to be satisfied from the County's General Fund or any other funds, revenues or reserves of the County. B. Tax Collector All collections of the Two Thirds Portion shall be collected by the County's Tax Collector pursuant to Article VI of Chapter 29 of the Miami-Dade County Code, as amended, and paid to the County for disbursement by the County in the manner required by this Agreement. III. CITY RESPONSIBILITIES AND OBLIGATIONS A. CONVENTION DEVELOPMENT TAX FUNDS 1. The City shall use reasonable efforts to maximize its revenues and minimize its expenses in accordance with generally-accepted industry practices and shall operate the Convention Center in a cost efficient manner so as to minimize the operating cash deficit consistent with the maintenance of the quality of the Convention Center. 2. The City agrees that the County has the authority to use, at the sole discretion of the County, any CDT receipts based on the Current CDT Rate, not expressly allocated to Miami Beach as described in this Agreement, for projects eligible under Section 212.0305(4)(b)2.c. and d., Florida Statutes, as the same may be amended. B. AUDIT REQUIREMENTS 1. For so long as the City provides for an independent financial audit and report of all related accounts, books and records, including supporting documentation related to this Agreement and/or the Convention Center for each fiscal year of the City, which is October 1 13 to September 30, the City shall provide a copy of the audit and report to the County on an annual basis. The County shall have the right, without limitation, but not the obligation, to separately audit all accounts, books and records, and the supporting documentation related to this Agreement, including, but not limited to, supporting documentation related to the Convention Center. Such auditor may be engaged to investigate, inspect and review the operations and activities of the City in connection with this Agreement. The County shall be responsible for the cost of any separate audits performed at its request. The City shall use its best efforts in assisting the auditor in its duties. 2. Nothing in this Agreement shall impair the County's existing rights to audit or to investigate past and future acts. Any rights that the County has under this section III.B. shall not be the basis for any liability to the County either from the City or third parties for such investigation or for the failure to have conducted such investigation. 3. Pursuant to Miami-Dade County Administrative Order 3-20, the County has the right to retain the services of an Independent Private Sector Inspector General (hereinafter "IPSIG"), whenever the County deems it appropriate to do so. Upon written notice from the County, the Agency shall make available to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspection and reproduction. The County shall be responsible for the payment of these IPSIG services, and under no circumstance shall the Agency incur any charges relating to these IPSIG services. The terms of this provision herein, apply to the Agency, its officers, agents, employees, Subcontractors and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct an audit or investigate the operations, activities and performance of the Agency in connection with this Agreement. The terms of this Article shall not impose any liability on the County by the Agency or any third party. 14 According to Section 2-1076 of the Code of Miami-Dade County, as amended by Ordinance No. 99-63, Miami-Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County agreements, throughout the duration of said agreements, except as otherwise provided below. Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all County agreements including, but not limited to, those agreements specifically exempted above. The Miami-Dade County Inspector General is authorized and empowered to review past, present and proposed County and Agency contracts, transactions, accounts, records, agreements and programs. In addition, the Inspector General has the power to Lv..�11:.J 1 V J and t' la In a.i�J the Inspector `v power �. subpoena witnesses, administer oaths, require the production of records and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications and applicable law. The Inspector General is empowered to analyze the necessity of and reasonableness of proposed change orders to a contract. The Inspector General is empowered to retain the services of independent private sector inspectors general (IPSIG) to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process, including but not limited to project design, specifications, proposal submittals, activities of the Agency, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon written notice to the Agency from the Inspector General or IPSIG retained by the Inspector General, the Agency shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to inspect and copy all documents and records in the Agency's possession, custody or control which, in the Inspector General's or IPSIG's sole judgment, pertain to performance of 15 the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements form and which successful and unsuccessful Subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back-charge documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records, and supporting documentation for the aforesaid documents and records. IV. COUNTY OBLIGATIONS AND RESPONSIBILITIES A. CONVENTION DEVELOPMENT TAX 1. The City shall have the right, but not the obligation, to separately audit all accounts, books and records, and the supporting documentation related to the Convention Development Tax during the term of this Agreement. Such auditor may be engaged to investigate, inspect and review the operations, and activities of the County in connection with this Agreement. The City shall be responsible for the cost of any separate audits performed at its request. The County shall use its best efforts in assisting the auditor in its duties. 2. The County shall remit to the City the payments required by Articles II.A. and V.A.,respectively, of this Agreement. 3. The County shall provide a copy of its comprehensive annual financial report for each Fiscal Year to the City for the duration of this Amendment and for one Fiscal Year thereafter and an annual certified CDT Receipt schedule. Notwithstanding such report, the City shall have, at its own expense, the right to audit CDT Receipts, subject to Section 213.053, Florida Statutes, or any other provision of law related to confidentiality and information sharing. 4. Nothing herein contained shall prevent the City from applying to the County for additional CDT funding for projects within the City. In such case, the County shall evaluate 16 such request. V. MUTUAL OBLIGATIONS AND RESPONSIBILITIES A. ANNUAL PAYMENT 1. On January 1, 2016, the County shall remit to the City an annual amount equal to twenty percent (20%) of the difference between (a) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2015-16, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (b) the amount of general Countywide operating ad v ioren taxes which would h avv been produced by the rate upon n which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976. 2. On January 1, 2017, the County shall remit to the City an annual amount equal to forty-five percent(45%) of the difference between (a) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2016-17, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (b) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976. 3. On January 1, 2018, the County shall remit to the City an annual amount equal to: (a) fifty percent (50%) of the difference between (i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2017-18, exclusive of any amount from any 17 debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically.described in Exhibit A for the tax year 1976; plus (b) twenty-five percent (25%) of the difference between (i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2014-15, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property cn to i a within + e geographic boundaries spa c.fie a.l y described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976; plus (c) twenty percent (20%) of the difference between (i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2014-15, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976. 4. On January 1, 2019, the County shall remit to the City an annual amount equal to: (a) fifty percent (50%) of the difference between (i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2018-19, exclusive of any amount from any 18 debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976; plus (b) twenty-five percent (25%) of the difference between(i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2015-16, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained geographic boundaries specifically described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976. 5. On January 1, 2020, the County shall remit to the City an annual amount equal to fifty percent (50%) of the difference between (i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2019-20, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976. 6. On January 1, 2021, the County shall remit to the City an annual amount equal to: (a) fifty percent (50%) of the difference between (i) the amount of general Countywide operating 19 ad valorem taxes levied by the County for fiscal year 2014-15, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and(ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976; plus (b) fifty percent (50%) of the difference between (i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2016-17, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976. 7. On January 1, 2022, the County shall remit to the City an annual amount equal to fifty percent (50%) of the difference between (i) the amount of general Countywide operating ad valorem taxes levied by the County for fiscal year 2015-16, exclusive of any amount from any debt service millage, on the assessed value of the taxable real property contained within the geographic boundaries specifically described in Exhibit A to this Agreement and (ii) the amount of general Countywide operating ad valorem taxes which would have been produced by the rate upon which the tax is levied by the County such year, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the geographic area specifically described in Exhibit A for the tax year 1976. 8. It is understood and agreed that the amounts payable by the County under 20 subsection V.A.1. through and including 7., above, shall be paid solely from non-ad valorem revenues of the County, and the obligation of the County to make such payments shall not create any debt, liability, obligation, or pledge of the taxing power, on the part of the County that would require said payments to be subject to referendum. 9. The provisions of this Section V.A. shall survive the early termination of this Agreement, regardless of the reason for such termination. B. CITY CENTER 1. The County and City agree that all tax increment revenue in the City Center • RDA, for the life of the City Center RDA, shall be used as set forth in the CRA Interlocal. 2. The City and County have amended the City Center/Historic Convention Village Redevelopment and Revitalization Area Plan to include the Convention Center Project (as defined in the CRA Interlocal), in accordance with Section 163.361, Florida Statutes, and any other applicable provisions of Florida law. 3. The County has approved and the City shall issue the 2015 Bonds (as defined in the CRA Interlocal) for the City Center RDA in an aggregate principal amount not to exceed $430,000,000, all as set forth in the CRA Interlocal and Resolution No. R.- - adopted by the Board on , 2014. C. PRIOR INTERLOCAL AGREEMENTS This Agreement (i) supersedes the Interlocal Agreement dated as of November 1, 1983, as supplemented and amended, between the County and the City, the Interlocal Agreement dated as of October 12, 1987, between the County and the City, and any other agreements and resolutions between the County and the City regarding the Two Thirds Portion; and (ii) amends 21 and restates in its entirety the 1996 Interlocal Cooperation Agreement, as amended. All provisions of the 1996 Interlocal, Amendment One, Addendum to Amendment One and Amendment Two not incorporated in this Agreement, have no force or effect and are not binding in any way on the County or the City. VI. TERMINATION PROVISIONS The City and the County shall be relieved of any further obligations under this Agreement on the Termination Date. "Termination Date" shall mean September 30, 2048. VII. ENTIRE AGREEMENT This Agreement constitutes the sole and only agreement of the Parties with respect to the Two Thirds Portion of the CDT Receipts and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. VIII. AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. [SIGNATURES APPEAR ON THE VING PAGE] 22 i IN WITNESS WHEREOF, the parties have executed this Amended and Restated Interlocal Cooperation Agreement as of the date first written above. CITY OF MIAMI BEACH MIAMI-DADE COUNTY i)e<f2) icj. ( By: /7/7/7/7/ By: . Philp ve e `° Carlos A. Gimenez M 'y r Mayor ATTEST 1 \Q; EST- ----).--,4' ..-A--7', ,lirp- .-:!--01/. -,i,, �, ; Deputy Clerk a Calsm ' O., 1 INCORP! 10Fit;I.____, 1PV or..0 NI ,rks‘ •e. City Jerk ���-. ; r; -/ % �0�i,0 ',..,t4 0-1,4tY I v00%,^9 Y,e :.eases Approved for form and legal sufficie'f c7'' Approved for form and legal sufficiency S a t By: 1 {RS/� 'y'N:�. City Attorney NA e By: Assistant County Attorney 23 1