Resolution 2024-33347 RESOLUTION NO. 2024-33347
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A SIXTH
AMENDMENT, BY AND AMONG THE CITY OF MIAMI BEACH (CITY), MIAMI-
DADE COUNTY (COUNTY), AND THE MIAMI BEACH REDEVELOPMENT
AGENCY(RDA) TO THE NOVEMBER 16, 1993 INTERLOCAL COOPERATION
AGREEMENT,AS AMENDED (THE "INTERLOCAL AGREEMENT"), RELATED
TO THE CITY CENTER / HISTORIC CONVENTION CENTER VILLAGE
REDEVELOPMENT AND REVITALIZATION AREA(CITY CENTER RDA);WITH
SAID SIXTH AMENDMENT ATTACHED AS EXHIBIT "A" TO THE CITY
COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION; AND
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE THE SIXTH AMENDMENT, IN THE FORM APPROVED BY THE CITY
ATTORNEY.
WHEREAS, on January 26,1993, Miami-Dade County(the "County") adopted Resolution
No.R-14-93, which, (i) found the City Center RDA to be a "blighted area" within the meaning of
Part III of Chapter 163, Florida Statutes, and (ii) delegated to the City of Miami Beach, pursuant
to Section 163.410, Florida Statutes, certain powers conferred upon the County Commission as
the governing body of Miami-Dade County by Part III of Chapter 163, Florida Statutes,with regard
to the Redevelopment Area, so that the City Commission, either directly or through its duly
designated community redevelopment agency, could exercise such powers; and
WHEREAS, On February 3, 1993, the City adopted Resolution No. 93-20709, which
established a community redevelopment agency (the "Miami Beach Redevelopment Agency" or
the "Agency" or "RDA") and declared the members of the City Commission as the members of
the Agency; and
WHEREAS, On February 12, 1993, the City adopted Resolution No. 93-20721, which
adopted the Agency's City Center/Historic Convention Village Redevelopment and Revitalization
Area Plan (the "Redevelopment Plan") for the redevelopment and revitalization of the
Redevelopment Area; and
WHEREAS, the County and the City then approved and entered into the Interlocal
Cooperation Agreement (the "Interlocal Agreement"), executed on November 16, 1993 by which
the County delegated to the City certain redevelopment powers granted by the Act, including but
not limited to the creation of the Redevelopment Area and implementation of the Plan; and
WHEREAS, the Interlocal Agreement has previously been amended five times; and
WHEREAS, in connection with the proposed issuance of refunding bonds(the"Refunding
Bonds") by the RDA to refund a portion of the RDA's Tax Increment Revenue and Revenue
Refunding Bonds, Series 2015A (City Center/Historic Convention Village), which refunding will
generate debt service savings, it is necessary to further amend the Interlocal Agreement through
a Sixth Amendment to Interlocal Agreement (the "Sixth Amendment"), which will need to be
executed among the County, the City, and the RDA; and
WHEREAS, the Sixth Amendment will, among other amendments to the Interlocal
Agreement, amend the Interlocal Agreement, as previously amended, to provide for the issuance
of the Refunding Bonds and to amend certain of the provisions with respect to the Distribution of
Trust Fund Revenues in order to delete the requirements thereunder that commencing in Fiscal
Year 2023-24, excess revenues must be used to extinguish early, or if not subject to prepayment
or redemption at that time, establish an escrow for, any "Agency Indebtedness" (which includes
bonds issued by the RDA) and, in lieu of those provisions, provide for the uses as set forth in
Sections H, I and J of Paragraph XII of the Interlocal Agreement as described in the Sixth
Amendment: and
WHEREAS, the Interlocal agreement is also being amended to allow for the grant
agreement to facilitate the construction of the Convention Center Hotel and add provisions related
to the disposition of RDA Trust Fund funds beginning in FY 2037; and
WHEREAS, if any material changes are made to the RDA Hotel grant agreement
template approved by the Board of County Commissioners for Miami-Dade County(the "Board")
at its October 16, 2024 meeting, the Sixth Amendment approval provided by the Board would be
abated until such time as said modified grant agreement is (i) approved for legal sufficiency by
the Office of the County Attorney, and (ii)approved by the Board, provided however,that the Sixth
Amendment would be void and of no further effect if not so approved by the Board.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission approve the Sixth Amendment to the RDA Interlocal Agreement.
PASSED AND ADOPTED this .3y day of October 2024.
ATTEST:
NOV •
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0 5 2024Steven Meiner, Mayor
Rafael E. Granado, City Clerk
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U CORP ORATED
APPROVED AS TO
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MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: October 30, 2024
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A SIXTH
AMENDMENT, BY AND AMONG THE CITY OF MIAMI BEACH (CITY), MIAMI-
DADE COUNTY (COUNTY), AND THE MIAMI BEACH REDEVELOPMENT
AGENCY (RDA) TO THE NOVEMBER 16, 1993 INTERLOCAL COOPERATION
AGREEMENT, AS AMENDED (THE "INTERLOCAL AGREEMENT"), RELATED TO
THE CITY CENTER / HISTORIC CONVENTION CENTER VILLAGE
REDEVELOPMENT AND REVITALIZATION AREA (CITY CENTER RDA); WITH
SAID SIXTH AMENDMENT ATTACHED AS EXHIBIT "A" TO THE CITY
COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION; AND
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE
THE FINAL SIXTH AMENDMENT, IN THE FORM APPROVED BY THE CITY
ATTORNEY. JOINT CITY COMMISSION AND RDA
RECOMMENDATION
It is recommended that the Mayor and City Commission adopt the resolution, approving the Sixth
Amendment to the Miami Beach Redevelopment Agency Interlocal Cooperation Agreement.
BACKGROUND/HISTORY
On January 26,1993, the Miami-Dade County (the "County") Board of County Commissioners
adopted Resolution No.R-14-93, which, (i) found the City Center/Historic Convention Village
Redevelopment and Revitalization Area to be a "blighted area" within the meaning of Part III of
Chapter 163, Florida Statutes, and (ii) delegated to the City of Miami Beach (the "City"), pursuant
to Section 163.410, Florida Statutes, certain powers conferred upon the County Commission as
the governing body of Miami-Dade County by Part III of Chapter 163, Florida Statutes, with regard ti
to the Redevelopment Area, so that the City Commission, either directly or through its duly
designated community redevelopment agency, could exercise such powers.
On February 3, 1993, the City adopted Resolution No. 93-20709, which established a community
redevelopment agency (the "Miami Beach Redevelopment Agency" or the "RDA") and declared
the members of the City Commission as the members of the RDA.
On February 12, 1993, the City adopted Resolution No. 93-20721, which adopted the RDA's City
Center/Historic Convention Village Redevelopment and Revitalization Area Plan (the
"Redevelopment Plan")for the redevelopment and revitalization of the Redevelopment Area.
The County and the City then approved and entered into the Interlocal Cooperation Agreement
(the "Interlocal Agreement"), executed on November 16, 1993 by which the County delegated to
the City certain redevelopment powers granted by the Act, including but not limited to the creation
of the Redevelopment Area and implementation of the Plan.
Page 1413 of 2497
The 332-acre City Center/Historic Convention Village Redevelopment and Revitalization Area
established .in 1993, provided the funding mechanism to foster the development of a new
convention hotel development (ultimately the Loews hotel) within proximity of the Miami Beach
Convention Center and established the necessary link between the City's many core area civic,
cultural and entertainment uses in order to create the fabric of a true urban downtown.
First Amendment
The Board of Miami-Dade County Commissioners (the "Board") through Resolution No. R-889-
03, and the City Commission, through Resolution No. 2003-25241, also approved an amendment
to the Interlocal Agreement to delegate to the City the power to implement the community policing
initiatives.
Second Amendment
The Board, through Resolution No. R-958-04, and the City Commission, through Resolution No.
2004-25560, also approved a second amendment to the Interlocal Agreement whereby (i) the
County, City, and RDA agreed that the RDA would remit one and one-half percent (1.5%) of the
Tax Increment Revenue paid to the RDA for said fiscal year to the County to defray administrative
costs for oversight and processing RDA-related items and 1.5% as a contribution to the City. After
debt service and all other obligations related to the bonds or future indebtedness issued by the
RDA and approved by the County was satisfied for the fiscal year, and (ii) the County approved
the Agency's issuance of refunding bonds in an amount not to exceed a principal amount of
$101,090,000 to refinance all or a portion of the outstanding principal amount of bonds issued
with respect to the Redevelopment Area.
Third Amendment
The Board, through Resolution No. R-512-14, and the City Commission, through Resolution No.
2014-28835, also approved an amendment to the Redevelopment Plan and Interlocal Agreement
to provide a share of funding for the Miami Beach Convention Center ("Convention Center")
Renovation and Expansion Project.
The Third Amendment changed the Plan to include the Convention Center Renovation and
Expansion Project and further amended the Interlocal Agreement as follows:
• Extended the life of the Redevelopment Area from 2023 to 2044;
• Authorized the issuance of tax increment revenue bonds in one or more series by the RDA
in an amount not to exceed $430,000,000 for purposes of refunding current outstanding
debt, funding eligible community redevelopment project costs, including up to $275 million
for the Convention Center Renovation and Expansion Project, and any reserves and costs
of issuance;
• Provided for an ongoing adequate operating and maintenance subsidy for the Miami Beach
Convention Center, in addition to the existing $4.5 million per year and annual year-end
revenue sharing that the City currently receives from Convention Development Taxes
(CDT)through 2048 — as of 2026 if there are sufficient CDT funds, these are repaid to the
RDA with CDT funds;
• Provided for ongoing funding of City operations in the RDA with a cap in growth of 3% or
CPI whichever is less;
• Limited capital projects to previously appropriated projects and the following capital
projects: Bass Museum Space Interior Expansion, Convention Center Lincoln Road
Page 1414 of 2497
Connectors, 17th St Improvement Pennsylvania Avenue to Washington Avenue, and
Lincoln Road from Washington Avenue to Lennox Avenue
• Established that from FY 2023 until FY 2044, the County will receive a refund of City Center
RDA operating expenses based on its proportion of revenues contributed to the Trust Fund;
and
• Established that from FY 2015 through FY 2022, any funding not used for debt service and
operating expenses will go into a fund to be used for shortfalls and eventually prepayment
of debt and from FY 2023 any remaining funding will be used to extinguish debt early.
Fourth Amendment
• Provided the$6,914,221 million in funding for the Convention Center project to address the
impacts from Hurricane Irma and the August 2017 rain bomb. These events impacted the
facility and created delays which severely challenged the City's ability to deliver the facility
at the level required by Art Basel Miami Beach and have created costs impacts.
Due to these delays, Hurricane Irma had a direct impact of at least three (3)weeks on the
Convention Center construction including one (1) week of storm preparation and
demobilization, one (1)week of storm clean-up, loss of power and additional delays due to
a widely displaced workforce returning to work two to three weeks after the storm. Also
significant was the impact of Hurricane Irma on the work being performed by Florida Power
& Light ("FPL") on the electrical upgrades needed for the renovated Convention Center.
• Provided that the refund of City Center RDA operating expenses to the County begin in FY
2018 instead of FY 2023 and for the City to receive a similar pro-rata share between FY
2018 and FY 2022. This is approximately $5-6 million per year initially for the County and
$6-7 million per year for the City.
• Provided for the City and County to each contribute, from the pro rata distribution of excess
Trust Fund revenues, $1.5 million a year of year to the County for beach re-nourishment
between FY 2018 and 2023.
Under the amendment, the City funding for beach re-nourishment was limited to projects
in Miami Beach, while the County share may be used within Miami Beach and adjacent
jurisdictions.
• Provided discretion to the City to fund, from excess Trust Fund revenues, up to an
additional $20 million for the Lincoln Road capital project. Any such amounts would serve
to supplement the $20 million previously appropriated for the Lincoln Road Project from
excess RDA tax increment revenues.
Fifth Amendment
• The Fifth Amendment to the RDA Interlocal Cooperation Agreement was approved by
Miami-Dade County on March 15, 2022 via Resolution No. 256-22 and was executed April
5, 2022 via City Commission Resolution No. 2022-32014. The Fifth Amendment allowed
for $27.1 million in excess RDA Trust Fund revenues to be accessed by the City to fund
the City's financial obligation related to the Final Settlement Agreement for the Miami Beach
Convention Center (MBCC) expansion and renovation project. Additionally, the Fifth
Amendment clarified that the County's portion of the beach renourishment funds ($1.5
million), outlined in the Fourth Amendment, could be used for beach renourishment
activities at any beaches in the County (not just within Miami Beach).
Page 1415 of 2497
ANALYSIS
In connection with the proposed issuance of refunding bonds (the"Refunding Bonds")by the RDA
to refund a portion of the RDA's Tax Increment Revenue and Revenue Refunding Bonds, Series
2015A (City Center/Historic Convention Village), which refunding will generate debt service
savings, and as otherwise requested by the County, it is necessary to further amend the Interlocal
Agreement through a Sixth Amendment to the Interlocal Agreement (the "Sixth Amendment"),
which will need to be executed among the County, the City, and the RDA. The Sixth Amendment
will, among other amendments to the Interlocal Agreement, amend the Interlocal Agreement, as
previously amended, to provide for the issuance of the Refunding Bonds and to amend certain of
the provisions with respect to the Distribution of Trust Fund Revenues in order to delete the
requirements thereunder that commencing in Fiscal Year 2023-24, excess revenues must be
used to extinguish early, or if not subject to prepayment or redemption at that time, establish an
escrow for, any"Agency Indebtedness" (which includes bonds issued by the RDA) and, in lieu of
those provisions, provide for the uses as set forth in Sections H, I and J of Paragraph XII of the
Interlocal Agreement as described in the Sixth Amendment. These changes are necessary to
provide for the issuance of the Refunding Bonds. The Net Present Value ("NPV") of the debt
refunding is currently estimated at$27.1 million.
The Interlocal agreement is also being amended to allow for the grant agreement to facilitate the
construction of the Convention Center Hotel and add provisions related to the disposition of RDA
Trust Fund funds beginning in FY 2037. Based on projections, it is anticipated that by this date,
that all RDA debt will be able to be repaid, and the RDA terminated. It should be noted that if the
City Commission or RDA Board make any material changes to the RDA Hotel grant agreement
template approved by the Board of County Commissioners for Miami-Dade County (the "Board")
at its October 16, 2024 meeting, the Sixth Amendment approval provided by the Board would be
abated until such time as said modified grant agreement is (i) approved for legal sufficiency by
the Office of the County Attorney, and (ii)approved by the Board, provided however,that the Sixth
Amendment would be void and of no further effect if not so approved by the Board.
FISCAL IMPACT STATEMENT
NA
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
The Business Impact Estimate (BIE) was published on . See BIE at:
https:f/www.miamibeachfl.gov/city-hall/city-clerk/meeting-notices/
FINANCIAL INFORMATION
CONCLUSION
The Administration recommends the City Commission approves the Sixth Amendment to the RDA
Interlocal Agreement to generate debt refunding savings and to allow for a grant agreement to
catalyze construction of the Convention Center Hotel.
Applicable Area
Citywide
Page 1416 of 2497
Is this a "Residents Right to Know" item, Is this item related to a G.O. Bond
pursuant to City Code Section 2-17? Project?
No No
Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481,
includes a principal engaged in lobbying? No
If so, specify the name of lobbyist(s) and principal(s):
Department
Finance and Economic Development
Sponsor(s)
Co-sponsor(s)
Page 1417 of 2497
SIXTH AMENDMENT TO
THE INTERLOCAL COOPERATION AGREEMENT
This Sixth Amendment to the Interlocal Cooperation Agreement ("Sixth Amendment"),
made this day of , 2024 ("Effective Date"), by and among Miami-
Dade County, a political subdivision of the State of Florida (the "County"), the City of Miami
Beach, a municipal corporation under the laws of the State of Florida(the "City"), and the Miami
Beach Redevelopment Agency, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the"Agency" or"RDA").
WHEREAS, on January 26, 1993, the Board of Miami-Dade County Commissioners (the
"Board")adopted Resolution No. R-14-93, which among other things (i)found the area in the City
bounded on the East by the Atlantic Ocean, on the North by 24th Street, on the West by West
Avenue,and on the South by 14th Lane(the"Redevelopment Area")to be a"blighted area"within
the meaning of Part III of Chapter 163, Florida Statutes (the "Act"), and(ii) delegated to the City,
pursuant to Section 163.410, Florida Statutes, the power to (a) make findings and determine the
Redevelopment Area to be a slum and/or blighted area, (b) make findings of necessity as to the
rehabilitation, conservation, and/or redevelopment of the Redevelopment Area, (c) create a
community redevelopment agency and delegate powers to the agency, or declare itself as the
agency with the power to exercise such powers assigned to the agency, and (d) initiate, prepare
and adopt a plan of redevelopment and any amendments thereto, subject to the review and approval
of the Board; and
WHEREAS, on February 3, 1993, the City adopted Resolution No. 93-20709 which
established the Miami Beach Redevelopment Agency (the "Agency"), and declared the members
of the City Commission as the members of the Agency; and
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WHEREAS, on March 30, 1993, the Board adopted Resolution No. R-317-93, which
among other things (i) adopted the Agency's City Center/Historic Convention Village
Redevelopment and Revitalization Area plan(the"Plan"),for the redevelopment and revitalization
of the Redevelopment Area, and(ii)approved the Interlocal Cooperation Agreement, between the
County and the City, dated and executed on November 16, 1993 (the "CRA Interlocal
Agreement"); and
WHEREAS, on April 27, 1993, the Board enacted Ordinance No. 93-28, which created a
City Center/Historic Convention Village Redevelopment and Revitalization Trust Fund(the"Trust
Fund"), and provided a funding mechanism for implementing the Plan; and
WHEREAS, the County and the City entered into the CRA Interlocal Agreement, as
amended by the First Amendment (defined below), by the Second Amendment (defined below),
by the Third Amendment(defined below), by the Fourth Amendment(defined below), and by the
Fifth Amendment (defined below), by which the County delegated to the City certain
redevelopment powers granted by the Act, including but not limited to the creation of the
Redevelopment Area and implementation of the Plan; and
WHEREAS, the County and the City adopted Resolution No. R-889-03 and Resolution
No. 2003-2537,respectively,approving an amendment to the Plan to incorporate the development
and implementation of community policing initiatives; and
WHEREAS, the Board, through Resolution No. R-889-03, and the City Commission,
through Resolution No. 2003-25241, also approved an amendment to the CRA Interlocal
Agreement ("First Amendment") to delegate to the City the power to implement the community
policing initiatives; and
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WHEREAS, the Board, through Resolution No. R-958-05, and the City Commission,
through Resolution No. 2004-25560, also approved a second amendment to the CRA Interlocal
Agreement ("Second Amendment") whereby (i) the County, City, and Agency agreed that the
Agency would remit one and one-half percent (1.5%) of the Tax Increment Revenue paid to the
Agency for said fiscal year to the County to defray administrative costs for oversight and
processing Agency related items, after debt service and all other obligations related to the bonds
or future indebtedness issued by the Agency and approved by the County was satisfied for the
fiscal year ("FY"), and (ii) the County approved the Agency's issuance of refunding bonds in an
amount not to exceed a principal amount of$101,090,000.00 to refinance all or a portion of the
outstanding principal amount of bonds issued with respect to the Redevelopment Area; and
WHEREAS, the Board, through Resolution No. R-1110-14, and the City Commission,
through Resolution No. 2014-28835, also approved a third amendment to the CRA Interlocal
Agreement ("Third Amendment"), which, among other terms, extended the life of the Agency to
March 31, 2044, authorized the issuance of tax increment revenue bonds ("RDA Bonds") to
support the Convention Center Renovation and Expansion Project (the "Convention Center
Project"), and further provided for related payment terms, with the intent that all available excess
Trust Fund revenues remaining on deposit in the Trust Fund be used for the prepayment or
redemption of debt prior to maturity of the RDA Bonds, with such prepayment or redemption of
debt commencing in FY 202.3-2024; and
WHEREAS, the Board, through Resolution No. R-644-18, the City Commission, through
Resolution No. 2018-30288, and the Agency, through Resolution No. 629-2018, also approved a
fourth amendment to the CRA Interlocal Agreement ("Fourth Amendment"),which, among other
terms, recognized that the available revenues remaining on deposit in the Trust Fund, as of the
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Agency's year-end for FY 2016-17 were estimated to be at approximately $34,000,000 and (a) in
recognition of additional costs incurred by the City in connection with the Convention Center
Project, including expenses resulting from Hurricane Irma and other unforeseen circumstances,
authorized the allocation of excess Trust Fund revenues in the amount of$6,914,221.00 to the
Convention Center Project, and (b) in recognition of the joinder by the City, the County and the
City of Miami to the Rockefeller Foundation's 100 Resilient Cities network as Greater Miami and
the Beaches and commitment to developing a resilience strategy that, among other things,
aggressively combats the risks of rising sea levels, coastal erosion, and hurricanes, provides
protection from storm surges associated with hurricanes and other storm events, maintains and
protects our coastal beaches, which provide direct benefits and protection to the people, property
and infrastructure developed on the barrier islands and which are a major feature of the Greater
Miami and the Beaches tourism industry attracting visitors from all over the world to our
community, authorized the distribution of excess Trust Fund Revenues to the County and the City
beginning FY 2017-18 and continuing until FY 2022-23, with the County and City each setting
aside $1.5 million per year from the foregoing distribution of excess Trust Fund revenues to fund
beach renourishment efforts, which can be used to leverage State or Federal funding for beach
renourishment purposes, and (c) in recognition of the continuing need to refurbish the Lincoln
Road pedestrian mall from Collins Avenue to West Avenue and adjacent corridors, authorized the
distribution of an amount up to $20,000,000 to fund the Lincoln Road Project previously
authorized as part of the Third Amendment, for a total project amount of up to$40,000,000 for the
Lincoln Road Project; and
WHEREAS, the Board, through Resolution No. R-256-22, the City Commission, through
Resolution No. 2022-32014, and the Agency, through Resolution No. 666-2022, also approved a
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fifth amendment to the CRA Interlocal Agreement ("Fifth Amendment"), which, among other
terms, recognized that the available revenues remaining on deposit in the Trust Fund, as of the
Agency's year-end for FY 2020-21 were estimated to be at approximately $31,900,000 and (a)
expanded the use of the excess Trust Fund revenues set aside by the County for the purpose of
funding beach renourishment to include any beaches within Miami-Dade County in the County's
sole discretion and (b) in recognition of additional costs incurred by the City in connection with
the settlement of complex litigation relating to the work performed on the Convention Center
Project pursuant to a final settlement agreement (the "Final Settlement Agreement") dated as of
September 30, 2021 by and among the City, Clark Construction Group, LLC (the "Contractor")
and Hill International, authorized the distribution of excess Trust Fund revenues in the amount of
$27,100,000 to the City for the limited purpose of funding, and reimbursing the City for, the
remaining project costs in connection with the Convention Center Project, including payments to
the Contractor pursuant to the Final Settlement Agreement; and
WHEREAS, the Third Amendment also approved an amendment to the Plan (the "Plan
Amendment"), which Plan Amendment included the construction of a convention center
headquarters hotel (the "Convention Center Hotel"); and
WHEREAS,as authorized by the Third Amendment,the Agency issued its Tax Increment
Revenue and Revenue Refunding Bonds, Series 2015A(City Center/Historic Convention Village)
(the "2015A Bonds"), in the principal amount of$286,245,000 for refunding certain outstanding
bonds and for the renovation and expansion of the Convention Center Project; and
WHEREAS, as of the end of FY 2022-23, the principal amount of outstanding 2015A
Bonds is $271,875,000; and
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WHEREAS, the 2015A Bonds became subject to optional redemption on February 1,
2024, and due to favorable market conditions, it is financially beneficial to the County, the City
and the Agency that the Agency issue tax increment revenue refunding bonds (the "Refunding
Bonds"), to refund a portion of the 2015A Bonds in a not-to-exceed principal amount of
approximately $267,000,000 and which Refunding Bonds to be issued pursuant to this Sixth
Amendment will constitute"Additional Indebtedness"under the CRA Interlocal Agreement; and
WHEREAS, the County wishes to approve the issuance of the Refunding Bonds; and
WHEREAS, the Act authorizes the Agency to support the construction of"public areas of
major hotels that are constructed in support of convention centers, including meeting rooms,
banquet facilities, parking garages, lobbies, and passageways"("Public Areas"); and
WHEREAS, the Convention Center Hotel will include Public Areas, such as without
limitation, more than 100,000 square feet of meeting space, and the cost to construct the public
areas is budgeted not to exceed $75,000,000 in present value; and
WHEREAS,completion of the Convention Center Hotel as part of the Convention Center
Project is essential to ensuring the viability of the Convention Center as a destination for high-
profile and high-economic-impact events; and
WHEREAS, the City, through Resolution 2018-30425, approved a development and
ground lease agreement (the "Lease Agreement") between the City and MB Mixed Use
Investment, LLC (the "Developer"), for the development and operation of the Convention Center
Hotel at the location defined in the Lease Agreement (the "Hotel Parcel"); and
WHEREAS, the Developer has completed the (i) design of the Convention Center Hotel
in accordance with the Lease Agreement, and (ii) preparation of the Hotel Parcel for vertical
construction, including the demolition and reconfiguration of existing buildings; and
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WHEREAS, the Hotel Parcel is ready for the commencement of construction of the
Convention Center Hotel upon the closing of construction financing,and due to widespread market
conditions, the cost to construct the Convention Center Hotel has increased by more than
$200,000,000 since the award of the Lease Agreement; and
WHEREAS, debt and equity have been raised for the construction of the Convention
Center Hotel,but there remains a funding gap of approximately$75,000,000 in present value(plus
interest accruing during the scheduled repayment and cost of issuance shall not exceed
$92,500,000), that cannot be met reasonably by current debt and equity markets; and
WHEREAS, the Agency shall approve a grant agreement (the "Grant Agreement"), with
MB Mixed Use Investment Holdings, LLC (the "Parent"), owner of the Developer, and Public
Finance Authority,a unit of government and a body corporate and politic of the State of Wisconsin
(the "Issuer"), which is in substantially the form attached to and incorporated by reference in this
Sixth Amendment as Exhibit A; and
WHEREAS, the Issuer will finance a grant (the "Grant"), to be made by the Issuer to
finance the portion of the costs of the Convention Center Hotel attributable to the Public Areas,
through the issuance of a combination of tax exempt and taxable revenue bonds to be issued by
the Issuer(the "Series 2024 Bonds"); and
WHEREAS, pursuant to section 2.01 of the Grant Agreement, the Issuer agrees to pay to
the Parent from the proceeds of the Series 2024 Bonds, the Grant in the amount of$75,090,000,
which shall be used solely for the purpose of financing a portion of the costs of constructing the
Public Areas of the Convention Center Hotel; and
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WHEREAS,pursuant to section 102 of the Grant Agreement, the Parent shall provide, or
cause the Developer or hotel operator, as applicable, to provide certain delineated public benefits
(the "Public Benefits"), with respect to the Convention Center Hotel; and
WHEREAS, the RDA is expected to be finished with its financial commitment by 2036,
and the RDA shall not incur additional debt or non-administrative expenses after FY 2035-36; and
WHEREAS, the approval of the Grant for the Convention Center Hotel would have a
countywide impact; and
WHEREAS, current market conditions make it possible to refinance the 2015A Bonds,
which would potentially produce significant savings; and
WHEREAS, current financial projections indicate that the RDA will possess sufficient
financial resources to fulfill its Grant commitments and retire all associated indebtedness by 2036;
and
WHEREAS, upon the anticipated conclusion of the RDA's obligations, all rights
stipulated under the Grant Agreement, including entitlements to specified Public Benefits, will
seamlessly transfer to the City and County, and this transfer will occur in strict accordance with
applicable law; and
WHEREAS, this approach ensures both the timely fulfillment of obligations and the
smooth transition of responsibilities, and precludes any undue extension of the RDA's operational
lifespan; and
WHEREAS, the County wishes to approve the issuance of the Refunding Bonds and the
execution of the Grant Agreement in substantially the form attached to this Sixth Amendment as
Exhibit A; and
WHEREAS, the parties have also agreed to amend Paragraph XII, as provided herein.
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•
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
recorded herein, the County, the City and the Agency agree as follows:
A. The recitations set forth above are true and correct and adopted as part of this Sixth
Amendment.
B. Paragraph III, "City Responsibilities," subparagraph C, "Project Financing,"of the
CRA Interlocal Agreement is hereby amended to add the following sub-paragraph 9:
9. The Board has approved and authorized pursuant to Resolution No.
, adopted on , the issuance by the Agency of
bonds pledging Tax Increment Revenue from time to time, in an aggregate
principal amount not to exceed $267 million, and maturing not later than
March 31, 2044, in one or more series (without regard to the year(s) of
issuance, the "2024 Bonds"), which will provide funds for the following
purposes only:
a. the amount necessary to refund a portion of the outstanding Tax
Increment Revenue and Revenue Refunding Bonds, Series 2015A; and
b. all costs of issuance and debt service reserves associated with the
2024 Bonds.
C. Paragraph XII, "Distribution of Trust Fund Revenues," Sections "C", "D", "F",
"H", and "I" of the CRA Interlocal Agreement are hereby amended, and new section "J" is added
to the CRA Interlocal Agreement, to read as follows I:
C. Beginning Fiscal Year 2014-15, to pay debt service, reserve deposits and
other costs and obligations associated with the 2015 Bonds and any other
Agency Indebtedness, including the 2024 Bonds.
' Words stricken through shall be deleted. Underscored words shall be inserted. Remaining provisions
are now in effect and shall remain unchanged.
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D. In addition to the annual funding that the City currently receives from
Convention Development Taxes,pursuant to Section II.A.1 of the 1996 CDT
Interlocal Agreement, beginning in FY 2017-18, and ending in FY 2035-36,
or the earlier of the termination or expiration of the taxing authorities'
obligation to appropriate Tax Increment Revenues to the Fund, or the date
that the Convention Center is no longer in operation as a publicly owned
convention center, the Agency shall remit to the City a Convention Center
operating and maintenance subsidy in the amounts for such years set forth
below. For FY 2017-18, the amount of the annual subsidy is equal to $1
million. This amount will increase by $750,000 each fiscal year thereafter
until it equals $4 million in FY 2021-22. For FY 2022-23, through and
including FY 2024-25, the annual subsidy will remain equal to $4 million.
Beginning FY 2025-26, and ending FY 2035-36, or the earlier of the
. . - -- . _ - -• - , the
annual subsidy shall equal the prior fiscal year's annual subsidy adjusted by
the lesser of the Miami Urban Area CPI to be calculated using the Miami
Fort Lauderdale All Urban Consumers CPI from July to June for the prior •
year or 4 percent annually. The City and the Agency agree that such funds
shall only be used to fund operating and maintenance costs of the Convention
Center.
F. Beginning in FY2014-15, and ending on FY 2035-36 or the calicr of
-••- - .. .. - .. . .. ..
. - ' - • . - . .- . .:,Tax Increment Revenues shall fund the
Agency's expenses for Administration, Community Policing, and Capital
Projects Maintenance, defined to include only those categories listed in the
Agency's FY2013-14 adopted budget approved by the Board pursuant to
County Resolution No. R-512-14, a copy of which is attached hereto as
Exhibit D and is incorporated herein by this reference. For fiscal year 2014-
15, the use of Tax Increment Revenues for such expenses shall not exceed
$11.721 million which has been adjusted for CPI as defined below,of which
$11.251 Million is the aggregate amount budgeted for these items, as
referenced in Exhibit D plus and additional $200,000 for Capital Project
Maintenace (which shall not be used for maintenace of the Pennsylvania
Avenue Shops and Garage). Beginning fiscal year 2015-16 until fiscal year
2035-36 : -: -: . . . . - . • - , the use of Tax Increment Revenues
to fund the Agency's expenses for Administration,Community Policing,and
Capital Project Maintenance shall not exceed the prior fiscal year's
distribution for such expenses, adjusted by the lesser of the Miami Urban
Area CPI or 3 percent annually to be calculated using the Miami Fort
Lauderdale All Urban Consumers CPI from July to June for the prior year.
Additionally the Agency will pay the County an Administrative fee based on
1.5 percent of the County's Tax Increment Revenue contribution in that year.
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The Agency will also pay the City 1.5 percent of the City's Tax Increment
Revenue contribution in that year.
H. Beginning FY 2014-15 and ending on the earlier of March 31, 2023, or the
termination or expiration of the taxing authorities' obligation to appropriate
Tax Increment Revenue to the Trust Fund, the Agency shall, within ninety
(90) days from the conclusion of each fiscal year, deposit any
unencumbered amounts on deposit in the Trust Fund and all available
revenues remaining after distribution of Tax Increment Revenues in the
order,priority and amounts set forth in Sections A through G above, into a
fund to be used for the purposes of financing any shortfalls associated with
the payment of the expenses as listed in Section F above. Such deposits to
such fund shall only be made if it will not negatively affect the exclusion
from gross income, for federal income tax purposes, of interest on any tax-
exempt Agency Indebtedness. After the above application,the excess funds
in the Trust Fund as of the end of FY 16/17 shall be distributed as follows:
1. Of the approximately $34 million in revenues remaining
on deposit in the Trust Fund as of the Agency's year-end for FY
2016-17, the Agency shall distribute $6,914,221 to the City, for
the limited purpose of funding a portion of the construction costs
for the Convention Center Project; and
2. After disbursement to the City pursuant to Section H.1
above, the Agency may distribute an amount up to$20,000,000
to the City, for the limited purpose of funding a portion of the
design and construction costs for the Lincoln Road / Collins
Avenue to West Avenue Project, for the refurbishment of the
Lincoln Road pedestrian mall from Collins Avenue to West
Avenue, and adjacent corridors (the "Lincoln Road Project"),
which distribution pursuant to this Section H2,together with the
$20 million previously authorized for the Lincoln Road Project,
provides for total funding from excess Tax Increment Revenues
of up to $40,000,000 for the Lincoln Road Project.
3. After the end of FY 2020-21 shall be distributed as
follows: of the approximately $31,900,000.00 in excess Trust
Fund revenues remaining on deposit+in the Trust Fund as of the
Agency's year-end for FT 2020-21, the Agency shall distribute
$27,100,000.00 to the City, for the limited purpose of funding,
and reimbursing the City for, the remaining project costs in
connection with the Convention Center Project, including
payment to the Contractor pursuant to the Final Settlement
Agreement.
All other remaining revenues in the Trust Fund (including, without
limitation, any remaining excess revenues at the end of FY 2020-21) may
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be used by the Agency to refund the Series 2015A Bonds or in accordance
with the provisions of Section I of this Paragraph XII, below. will-be-used
to extinguish Agency Indebtedness-early, but not prior to FY 2023 21, to
the extent such Agency Indcbtcdncss is subject to prcpaymcnt or
seek Agency Indcbtcdncss at such time as the Agency Indebtedness is
• - - - • e • •. . - _ - . The City and the Agency agree not
to issue Capital Appreciation Bonds or similar debt that does not pay
interest on a current basis. The City and the Agency also agree that any
Agency Indebtedness pledging Tax Increment Revenues issued for the
purposes set forth herein shall include a call provision allowing such
Agency Indebtedness to be called no later than ten (10) years after initial
issuance. If the Agency Indebtedness is not subject to repayment or
XII, to the taxing authorities in the proportionate manner as it wa:r
depes .
I. Beginning FY 2023-24 and ending on the earlier of March 31, 2044, or the
termination or expiration of the taxing authorities' obligation to appropriate
Tax Increment Revenue to the Trust Fund, -- A _ - • , • •••
(90) days from the conclusion of each fiscal year, deposit any
unencumbered amounts on deposit in the Trust Fund and al availuble
fevenues-reffigning after distribution of Tax Increment Revenues may be
used in the order, priority and amounts set forth in Sections A through H
above --: . :- . -: : -- • - - -- - " - - .. . . •..-..
!fl'I�•:�lel-f' - " _ -• . • ... . ' - . .
Agency Indcbtcdncss- is subject to prepayment er redemption prior to
at such time as the Agency Indebtedness is subject to prepayment or
- - . . = - -- - - . •. - D
The City and,the Agency agree not to issue Capital
Appreciation Bonds or similar debt that does not pay interest on a current
basis. The City and the Agency also agree that any Agency Indebtedness
pledging Tax Increment Revenues issued for the purposes set forth herein
shall include a call provision allowing such Agency Indebtedness to be
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called no later than ten (10) years after initial issuance. If the Agency
and an escrow cannot be established, then the Agency shall distribute
as set forth in Sections A through Hof this Paragraph XII, to the taxing
J. Beginning FY 2036-37 and until the earlier of March 31, 2044, or the
termination or expiration of the taxing authorities' obligation to appropriate
the Tax Increment Revenues to the Fund, the Agency shall refund to the
County and City any funds available in the Trust Fund in the same manner
as it was deposited.
D. Section XVII of the CRA Interlocal Agreement is hereby created, to read as
follows:
XVII. Grant Agreement.
The Agency is hereby authorized to enter into a Grant Agreement with the
Convention Center Hotel Developer. The Agency, City, and County, until March
31, 2044, or the termination or expiration of the taxing authorities' obligation to
appropriate Tax Increment Revenue to the Trust Fund, will ensure all agreed upon
terms and conditions, as approved in the Grant Agreement with the Convention
Center Hotel Developer, a copy of which is attached hereto as Exhibit X and is
incorporated herein by this reference, are implemented substantially in accordance
to the Grant Agreement. The County and City shall be third party beneficiaries of
the Grant Agreement with respect to: (i) construction commencement of the
Convention Center Hotel; (ii)assignment of the Grant Agreement; (iii)Convention
Center Hotel Public Benefits; and(iv)enforcement of any rights and/or obligations
in conformity with specific sections of the Grant Agreement. For the avoidance of
doubt, the obligation to make payments assumed by the Agency pursuant to the
Grant Agreement shall consitute Agency Indebtedness.
E. All provisions of the CRA Interlocal Agreement, other than the provisions
specifically amended herein, remain in full force and effect.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of the date first
written above.
CITY OF MIAMI BEACH MIAMI-DADE COUNTY
By: By:
Eric Carpenter Daniella Levine Cava
City Manager Mayor
ATTEST ATTEST
By: By:
City Clerk Deputy Clerk
Approved for form and legal sufficiency Approved for form and legal sufficiency
By:
By:
City Attorney
Assistant County Attorney
MIAMI BEACH REDEVELOPMENT
AGENCY
By:
Rickelle Williams
Interim Executive Director
Attest:
By:
Secretary
Approved for form and legal sufficiency
By:
Ricardo J. Dopico
General Counsel
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