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Portman 130503_Final_LOI_with_Exhibits[1]D D D MIAMI BEACH CONVENTION CENTER DISTRICT LETTER OF INTENT May 03, 2013 Jimmy L. Morales City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 Re: Miami Beach Convention Center District Letter of Intent We are pleased to submit our Letter of Intent, for your review and further discussion. We have worked diligently over the past several months to understand the needs and priorities of the City and the residents of Miami Beach. We believe our submission offers three key benefits to the City and the residents — - Best possible solution to the core requirement of creating a world-class convention center facility, including ballroom, meeting rooms, and convention hotel - Strong financial proposal, with cost of developing the convention center facility fully covered by the sources available to the project - Optimum urban solution with 22+acres of green space and resolution of concerns raised by residents and neighbors We look forward to working with you to create a transformational project for Miami Beach, that will be unique and successful. With kind regards, Yours sincerely, Ambrish Baisiwala Chief Executive Officer Roger Zampell Sr. Vice President, Development MIAMI BEACH Convention Center District MASTER PLAN PORTMAN-CMC LETTER OF INTENT 3 MAY 2013 TABLE OF CONTENTS 1 Letter of Intent 2 1. Purpose………………………………………………………………………………………………..3 3 2. Parties………………………………………………………………………………………………….3 4 3. Project…………………………………………………………………………………………………5 5 4. Master Plan………………………………………………………………………………………….5 6 5. Site Leases……………………………………………………………………………………………21 7 6. Project Budget…………………………………………………………………………………….26 8 7. Project Financing…………………………………………………………………………………28 9 8. Role of the Master Developer………………………………………………………………36 10 9. Role of the City…………………………………………………………………………………….44 11 10. Target Milestones……………………………………………………………………………….44 12 11. Termination………………………………………………………………………………………..46 13 12. Other…………………………………………………………………………………………………..47 14 Exhibits: 15 Exhibit 1A – Base Case Master Plan………………………………………………………51 16 Exhibit 1B – Phase I Master Plan…………………………………………………………..52 17 Exhibit 1C – Landscaping Master Plan………..…………………………………………..53 18 Exhibit 1D – Landscaping Diagram……………..…………………………………………..54 19 Exhibit 2 – Renovation Program……………………………………………………………55 20 Exhibit 3 – Meeting Space Program/Diagram..……………………………………….67 21 Exhibit 4 – Hotel Program…………….………………………………………………………..72 22 Exhibit 5 – Floor Plans & Elevations………………………………………………….......74 23 Exhibit 6 – Parking Program………………………………………………………………….86 24 Exhibit 7A – Traffic Plan………………………………………………………………………..91 25 Exhibit 7B – Space Syntax Traffic Study……………………………………………….98 26 1 27 Exhibit 8 – Site Lease Diagram……………………………………………………………….106 28 Exhibit 9 – Site Lease Payment Schedule………………………………………………111 29 Exhibit 10A – Public Funds Sources and Uses…………………………………………..112 30 Exhibit 10B – Convention Center Bonds Cash Flows…………………………………113 31 Exhibit 10C – Convention Center Bonds Coverage Chart…………………………..114 32 Exhibit 10D – Convention Center Bonds Revenues and PILOT Payments…115 33 Exhibit 10E – Public Parking Bonds Cash Flows………………………………………..116 34 Exhibit 10F – Public Parking Bonds Coverage Chart…………………………………117 35 Exhibit 10H – Sales Tax Revenues…………………………………………..………………..118 36 Exhibit 11 – Project Schedule……………………………………………………………………119 37 Exhibit 12 – Phasing Diagram…………………………………………………………………..120 38 Exhibit 13A – Summary Budget………………………………………………………………121 39 Exhibit 13B – Detailed Budget…………………………………………………………………122 40 Exhibit 14 – Pre-Construction Cost Detail…………………………………………………124 41 Exhibit 15 – Public Amenities Maintenance Schedule……………………………….125 42 Exhibit 16 – Sponsor Letter of Commitment……………………………………………..126 43 Exhibit 17A – Equity Expressions of Interest Letters…………………………………127 44 Exhibit 17B – Debt Expressions of Interest Letters……………………………………141 45 Exhibit 18 – Letters of Support…………………………………………………………………..157 46 Design & Program Appendix 47 Technical Appendix 48 49 50 51 52 53 2 This Letter of Intent (“LOI”) outlines certain terms and conditions under which the Master 54 Developer (defined below) would renovate and expand the Miami Beach Convention Center 55 (“Center”) and develop a convention hotel, certain public amenities, and certain commercial and 56 residential uses within the City of Miami Beach (“City”) Convention Center District Site (“District 57 Site” or “Site”). The summary of terms and conditions outlined below is intended as an aid to the 58 parties in negotiating the business terms of a possible transaction. The terms and conditions set 59 forth in this LOI are not intended to limit, and do not limit, any and all terms and conditions that 60 may be incorporated into the final documents and other final instruments executed in 61 connection with any final agreement reached by the parties. Only the final agreements executed 62 and delivered by the parties shall be binding upon them. 63 1. Purpose 64 City issued Request for Qualifications No. 22-11/12 for the Development of the Miami Beach 65 Convention Center District (“RFQ”). The District Site consists of approximately 55 City-66 owned acres, and is envisioned to include the following components: Convention Center 67 (“Center”) renovation; Center ballroom addition; Center meeting space addition; headquarter 68 hotel (“Hotel”); parking; outdoor public spaces; restaurants, entertainment, retail, and other 69 commercial; and residential uses that are economically viable and acceptable to the City. 70 71 2. Parties 72 2.1. City – City of Miami Beach, Florida 73 2.2. Development Team 74 2.2.1. Master Developer – The Master Developer, Portman-CMC, is a special purpose 75 entity to be owned by and controlled by Portman Holdings, LLC and CMC 76 Group, Inc. 77 2.2.2. Design-Builder – Master Developer will be the primary design-builder for the 78 Public Components (defined below). 79 3 2.2.2.1. Lead Architect – architects Bjarke Ingles Group and John Portman & 80 Associates shall be the Lead Architect under the Design-Builder for 81 the Public Components. The Lead Architect will be supplemented by 82 convention center specialist Fentress Architects, West 8 (landscape 83 architecture), and Revuelta Architecture International. 84 2.2.3. Hotel Brand/Operator – Prior to execution of the Development Agreement, 85 Master Developer shall select the Brand/Operator for the Hotel, and the Hotel 86 shall be developed and thereafter operated as a Marriott, Sheraton (similar in 87 finish and quality to the Chicago Sheraton and the Overland Park Sheraton), 88 Westin, La Meridien, Omni, Hyatt, Intercontinental, or Hilton (each, an 89 “Approved Brand/Operator”). Selection of brands and/or operators other than 90 an Approved Brand/Operator will require prior approval by City. 91 2.2.4. Legal – Master Developer will be represented by Greenberg Traurig, LLP for the 92 negotiation of the agreements contemplated herein. 93 2.2.5. Finance 94 2.2.5.1. Public Finance Underwriter – Piper Jaffray shall be part of the City’s 95 underwriting team for the financing of the Public Components in the 96 Traditional Approach (as defined in subsection 7.1.1). Piper Jaffray 97 will team with other underwriters selected by the City. 98 99 2.2.5.2. Private Finance Advisor- Master Developer will be assisted by 100 Brookfield Financial and Holliday Fenoglio Fowler (HFF) with the 101 placement of private equity and debt related to the Private 102 Components (defined below). 103 4 3. Project 104 3.1. Public Components – shall include the Center Renovation, Center Expansion, 105 Public Center Replacement Parking, Off-Site Infrastructure, and Public 106 Amenities (all as defined below) 107 3.2. Private Components – shall include the Hotel, Hotel Parking, Residential, 108 Residential Parking, Theater, Cultural Facilities, Retail/Restaurants, and all 109 other parking excluding the Center Replacement Parking (all as defined below). 110 111 4. Master Plan - Exhibit 1 provides Master Plan diagrams for two (2) scenarios: 1) Exhibit 1a is 112 a Base Case, comprised only of the Center Renovation/Expansion, Hotel, Off-site 113 Infrastructure, Center Replacement Parking and Hotel Parking (in section 4.1); and 2). 114 Exhibit 1b is the Phase 1 Components (defined below), which include the Base Case plus the 115 other Public Amenities and Private Components (as set forth in subsection 4.2). The Master 116 Developer is prepared to invest in, raise financing for, and develop the Phase 1 Components. 117 118 4.1. Base Case Components 119 4.1.1. Center Renovation - Renovation of the Center consistent with the Renovation 120 Program summarized in Exhibit 2. 121 4.1.2. Center Expansion –Upon renovation and expansion, the Center will have 122 250,000 sf of net rentable ballroom and meeting space including a 60,000 net sf 123 ballroom. A list of the renovated and proposed new meeting rooms is 124 summarized in Exhibit 3. 125 126 127 128 129 130 5 Table 1: Renovated vs. New Center Construction Area 131 132 133 Total Outdoor Exhibit Space: The Base Case and Phase I Master Plan provides 134 for approximately 285,000 square feet of outdoor function space in four 135 defined areas as detailed in Exhibit 2. 136 4.1.3. Center Replacement Parking (As part of joint Hotel and Center parking 137 structure) - If only the Base Case is developed, approximately 445 spaces of the 138 existing surface parking will be maintained and will continue to be available to 139 the public. The spaces lost due to the construction of the ballroom total 595, 140 and will be included in the approximately 1,685 joint Hotel (assumes no shared 141 parking reduction) and Center parking structure over the Center loading docks. 142 4.1.4. Hotel - An 800-key convention hotel with 69,600 sf of net rentable meeting 143 space (including a 30,000 sf ballroom and a 20,000 sf Jr. ballroom), 24 144 hospitality suites, 36 additional guest room suites, 740 restaurant/lounge 145 seats, a spa and fitness center, and pool deck amenity. A summary of the Hotel 146 program is provided in Exhibit 4. See Exhibit 5 for Hotel floor plans and 147 elevations. 148 NEW RENOVATION CONSTRUCTION TOTAL TYPE AREA (SF) AREA (SF) AREA (SF) EXHIBIT HALL 402,644 99,945 502,589 PREFUNCTION 110,409 107,650 218,059 SERVICE 33,743 175,313 209,056 ADMIN 14,465 14,465 MEETING ROOMS 71,724 70,019 141,743 BALLROOM 4,346 105,298 109,644 TOTAL MEETING SPACE (MR+BR) 76,070 175,317 251,387 TOTAL AREA 637,331 558,225 1,195,556 6 4.1.5. Hotel Parking (As part of joint Hotel and Center parking structure)– The Hotel 149 will have 1,090 privately financed spaces (assumes no shared parking 150 reduction) dedicated to the Hotel within the approximately 1,685 space joint 151 Hotel and Center parking structure over the Center loading docks. 152 4.1.6. Off-site Infrastructure – The Master Developer anticipates that any off-site 153 infrastructure would be directly related to traffic. The current Base Case 154 Master Plan suggests an extension of 20th Street providing access off of Dade 155 Boulevard. Upon obtaining the required permitting for the canal crossing, the 156 Master Developer would request the addition of a traffic signal at Dade 157 Boulevard and a signal to be relocated on 17th St. from Convention Center Drive 158 to Pennsylvania Avenue. The projected total cost for the two signals is 159 approximately $1 million and is included in the Center Construction budget. 160 4.2. Phase 1 Components - In addition to the Base Case Components in subsection 161 4.1, Master Developer is prepared to invest in and raise financing to develop the 162 following components as part of the Phase I Components of the Project: 163 4.2.1. Retail/Restaurants – 93,000 leasable sf of retail and 32,000 leasable sf of 164 restaurants, for a total of 125,000 leasable sf, and a series of kiosks 165 surrounding the Square. Specific targeted tenants are to be determined, but 166 the retail mix will be synergistic with and complementary to the retail offerings 167 in the immediate area today, which are predominantly moderate to upper 168 moderate national stores and independent boutiques. Uses 169 may include shopping, entertainment venues, and restaurants indigenous to 170 Miami Beach, as well as those restaurants that accommodate Center attendees, 171 such as a coffee shop, a bagel bar and bakery, a sushi bar, a farm-to-table 172 restaurant, a Latin steak house, a gourmet hamburger restaurant, a beer 173 garden, specialty cocktail and wine bar, and others. 174 7 4.2.2. 17th Street Garage – The 17th Street Garage, which currently includes 1,450 175 public spaces, will be refurbished with structural reinforcement, the addition of 176 a full level and a rooftop restaurant, and a skin redevelopment. The 177 refurbished garage (“Refurbished Garage”) will contain 1,450 public 178 replacement parking spaces, 156 additional spaces on an additional floor, a 179 reconfigured ground floor which will include approximately 77,000 sf of 180 leasable retail, and an approximately 9,000 sf restaurant at the roof level. City 181 will retain the use of a mutually agreed upon number of dedicated spaces for its 182 fleet vehicle(s), at no cost. The construction of the Refurbished Garage will be 183 developed as a two-phased, fast-tracked, double-shifted project to minimize 184 disruption of use. Upon completion, this parking will be managed by a third 185 party parking operator hired by Master Developer. 186 187 As an alternative scenario, the garage could be demolished and redeveloped 188 into a new garage (the “New Garage”). Master Developer estimates the amount 189 of parking stalls and retail area under this alternative scenario to be the same 190 as the refurbish scenario. The New Garage would allow for an expansion of 191 Lincoln Lane to coincide with the City’s desire of enhancement of the area. 192 Further, the southern face of the New Garage would align with the southern 193 face of the New World Symphony and garage. The New Garage would contain 194 an open atrium within the structure itself to open up the massing of the 195 structure. However, the New Garage would create a greater disruption of use 196 as compared to the Refurbished Garage and would have a cost premium of 197 approximately $15M. 198 4.2.3. Theater – The Master Developer understands thatthe Fillmore Miami Beach at 199 the Jackie Gleason Theater (the “Theater”), which currently seats 2,700, is 200 subject to a Management Agreement (the “Management Agreement”) between 201 8 the City and Live Nation Worldwide, Inc. (“Live Nation”), and that the City’s 202 rights and obligations under the Management Agreement will be assigned to 203 the Master Developer. Subject to the rights of Live Nation under the 204 Management Agreement, Master Developer proposes a rejuvenation and 205 adaptation of the Theater that will allow it to accommodate the ever-206 diversifying field of music and performance and to the ever-changing 207 convention center neighborhood. Currently, the building only opens up to 208 Washington Avenue. It is proposed that the ground floor could be activated on 209 multiple sides to interface with Soundscape Park, the Convention Center, and 210 the new town Square. The Master Developer proposes activating the new West 211 façade facing the Square with an educational component – a new center for the 212 performing arts that could utilize the stage when not otherwise in use and 213 could serve as a training ground for music, dance, theater, and sports. Master 214 Developer proposes entering into a 33-year land lease with the City for the 215 Theater and its surrounding land with two options, each to extend the term of 216 the Lease by 33 years at the election of Master Developer, subject to the 217 Management Agreement. Master Developer proposes funding the 218 approximately $18M cost of renovating the Theater and potentially adding 219 Cirque du Soleil to the program as a content provider to compliment Live 220 Nation program offerings. 221 4.2.3.1. Proposed Renovation: Exterior 222 · Demolish appendage building on the west side of the Theater 223 Gleason. The programming for that existing space will be re-located. 224 · Build new retail space around the west side of the Theater that wraps 225 around the north and south side. 226 · Renovate the entrance façade to match the original historic Theater 227 entrance. 228 9 · Re-arrange the drop off turn around. 229 4.2.3.2. Proposed Renovation: Interior 230 · Renovate bathrooms and interiors as needed 231 · Evaluate/augment/improve the sound and lighting system to cover 232 Cirque programming 233 · Evaluate/reconfigure lobby and pedestrian flow 234 4.2.4. Gleason Name – Master Developer will continue to honor the Gleason name by 235 refurbishing the existing Theater and maintaining the existing name. 236 4.2.5. Residential – 300 for-rent residential units are to be developed, with 100 units 237 averaging 891 net square feet (approximately 90,000 leasable sf) in the “P-Lot” 238 area, and 200 units averaging 742 net square feet (approximately 175,000 239 leasable sf) along Washington Avenue by re-purposing the east-side Center 2nd 240 level meeting space and lobby area. Though assumed as built in the financial 241 plan, residential units on the P-Lot shall be subject to and contingent upon 242 approval by a majority of the voters voting in a City-wide referendum. 243 4.2.6. Public Amenities – The Master Developer recognized early on that the 52-acre 244 site has been disconnected from the community’s day-to-day life for decades. It 245 is a black hole in experience and certainly not a place to enjoy. Portman-CMC 246 sees a greater potential for this site - a higher calling - so that residents and 247 guests of Miami Beach will enjoy this space as much as the rest of the City. At 248 such a meaningful juncture, the team saw a once-in-a-lifetime opportunity to 249 create a place like no other in Miami Beach — a green civic destination for the 250 community: the Miami Beach Square. 251 Miami Beach Square is a new type of public space in Miami Beach. Part town 252 green, part civic space, part laid-back “living room,” the Square is a setting that 253 demonstrates the innovative, welcoming, cultured and progressive civic life of 254 10 Miami Beach. Approximately four-acres in size, the team didn’t over-prescribe 255 how the Square could be activated, but rather, created settings for people to 256 create their own experiences. Open lawns will have filtered shade of palm trees 257 used for relaxing, playing, and informal events. Granite pavings in a mosaic 258 pattern will allow for meandering and will be a durable surface for a diversity 259 of activities and ceremonies - from high school graduations and Art Basel 260 gatherings to political platforms and community festivals. A spectacular water 261 feature will be the centerpiece of the Square, where children can play or watch 262 the dynamic display as they are refreshed by the cool air. Cantilevered facades 263 that surround the Square will create a shady porch-like feel. Botanically rich 264 flower displays and public art will deepen the sensation of beauty in the 265 Square. 266 The Square will be sited at the crossroads of activity, and all paths will lead to 267 it, with a network of shady, botanically rich esplanades and park spaces. New 268 north-south Pennsylvania Boulevard and Convention Center Drive esplanades 269 anchor the Convention Center to the Lincoln Road Mall. An east-west axis 270 along 18th Street Esplanade will make a welcoming shortcut to and from the 271 Beach. A spectacular diagonal of green Art Parks will connect the Square with 272 Miami Beach's other green icons - Soundscape Park, Miami Beach Botanical 273 Garden and the Holocaust Memorial. The Art Parks will have ever-changing 274 art, which residents and visitors will return to see again and again. 275 Still more park spaces will expand and extend the diversity of activity and 276 experiences. The Ecological Edge will create a threshold into the district as one 277 crosses 17th Street from the south. Here, native plant species and rich habitats 278 will take center-stage, with inviting boardwalks for exploration and learning. 279 Towards the northwest, the Miami Beach Botanical Garden will be expanded 280 11 for new gardens and an outdoor event space at the Convention Center 281 ballroom. The Collins Canal will connect Collins Park with the Convention 282 Center district, improving community access to a Mangrove Park. At the far 283 northeast corner, the North Park will be a new community park that integrates 284 the existing historic Carl Fisher House, an open play lawn framed by a new 285 oasis gardens, a playground, and outdoor exhibition spaces for convention 286 functions. And finally, roof gardens will abound on the buildings, with 287 expansive views for an unforgettable sunset experience. 288 In totality, the team’s public realm plan extends the legacy of great public 289 spaces in Miami Beach—from its white sand beaches, to Lincoln Road Mall, to 290 the new West 8-designed Soundscape Park. It is Portman-CMC’s ambition that 291 the public realm energize and enliven the district, the City and its people, for 292 this and the next generations of residents and visitors. 293 With approximately 23 acres of public open space, this will be financed through 294 approximately $23M of public funds and $32M of private funds for a total of 295 approximately $55M. The City will maintain control of approximately 50% of 296 the total 23 acres of the open space developed, the balance to be controlled by 297 the Master Developer through ground leases (specific area to be defined in the 298 Development Agreement. See Section 7.1.1.5 and Exhibit 15 regarding 299 maintenance of City controlled ground area). 300 Table 2: Public Amenities Budget 301 302 Public Amenities Budget (in millions) Private Contribution $32.08 Public Contribution $22.91 Total $54.98 12 Further, Portman-CMC is exploring a Roof Art Installation for the Convention 303 Center and it is the team’s hope that this installation/art will be undertaken in 304 collaboration with Art Basel and with support from appropriate curatorial 305 experts. The art display would alternate bi-annually and be viewable by the 306 public from vantage points surrounding the Center. Master Developer intends 307 to contribute $250,000 annually or $24.8M over 99 years to fund and maintain 308 the installation. In addition, Master Developer intends to hold a competition 309 for a permanent art-based solar source on the Ballroom rooftop. The 310 competition winner would be selected by the public. Funding for these 311 concepts would come from the private component contributions. 312 4.2.7. Cultural Facilities – Approximately 61,000 leasable sf of cultural space will be 313 developed in buildings framing and adjacent to the Square. Tenants are 314 planned to include a recording studio, a broadcast studio, and a Museum of 315 Latin American Culture. 316 4.2.8. Center Replacement Parking – The 1,040 public parking spaces currently 317 available in the two (2) surface parking lots will be replaced by 764 public 318 parking spaces in the parking structure over the Center loading docks and 276 319 public parking spaces underneath the newly constructed Ballroom where the 320 “P Lot” is currently located. 321 4.2.9. Convention Center Deck Parking – The Convention Center Deck located above 322 the Center loading docks (the “Deck”) will consist of dedicated Residential 323 parking (330 spaces), Hotel parking (654 spaces), and Convention Center 324 parking (764 spaces) totaling 1,748 spaces (includes shared parking 325 reduction). The private parking will be operated under a Management 326 Agreement by a single third-party operator. 327 328 13 Residential parking will be privately owned and contained in a defined location 329 on the first level of the Deck, and be accessed by a controlled arm/access card. 330 All revenues associated with the Residential parking will go to the Residential 331 owner. 332 Hotel parking will be privately owned and contained in a defined location in 333 the first through third levels of the Deck and be accessed by a controlled 334 arm/access card. All revenues associated with the Hotel parking will go to the 335 Hotel owner. The City will have the opportunity to utilize a mutually agreed 336 number of spaces during large events based on to be agreed upon terms and 337 conditions. 338 339 Convention Center parking will be publically owned and contained in a defined 340 location accessed in a portion of the fourth and fifth levels of the Deck, and 341 accessed by a controlled arm/access card. The fifth level has direct access to 342 the Center. For an agreed fee paid to the City by the Hotel owner, this parking 343 will be utilized for Hotel overflow during large events at the Hotel meeting 344 space and ballroom when the spaces are not fully used for Center purposes per 345 to be agreed upon terms and conditions. The public will also have access to 346 these spaces for retail/restaurant parking when not fully used for Center 347 purposes. All revenues associated with the Center parking will go to the City. 348 4.2.10. Ballroom Underground Parking – The Ballroom underground parking will 349 consist of Residential parking (165 spaces) and Convention Center parking 350 (276 spaces) totaling 441 spaces on a single level. 351 The Residential parking will be used by the residential units along Meridian 352 Avenue and will be fully private with a defined location accessed by a 353 14 controlled arm/access card. All revenues associated with the Residential 354 parking will go to the Residential owner. This private parking will be operated 355 under a Management Agreement by a single third-party operator. 356 357 The public will also have access to the public parking portion for 358 retail/restaurant parking when not fully used for Ballroom purposes. All 359 revenues collected from the public parking portion will go to the City. 360 361 4.2.11. Total Parking – Taking into account joint parking opportunities, total parking 362 spaces on the Site are planned to include: 363 364 Table 3a: Total Parking by Location 365 366 Table 3b: Total Parking by Element, Financing and Use 367 368 369 370 Center Deck Ballroom Total Retail/Other Public - - 1,606 1,606 Hotel 654 - - 654 Residential 330 165 - 495 Replacement Parking 764 276 - 1,040 Total 1,748 441 1,606 3,794 17th St. Garage Spaces Financing Use Center Replacement Parking 1,040 Public Public Retail/17th Street Garage Replacement Parking 1,450 Private Public Retail/Additional 17th Street Garage Parking 156 Private Public Hotel 654 Private Public Residential 495 Private Private Total 3,794 15 4.2.11.1. For the Replacement Parking in the Deck and underneath the 371 ballroom, the City will have the option of either (i) having the public 372 parking portion of the Deck managed under the same Management 373 Agreement as the privately owned parking and participate in all 374 efficiencies of such an Agreement, or (ii) entering into a separate 375 Agreement with an operator of the City’s choosing (with the 376 mechanics of having two operators managing and maintaining the 377 same Deck to be specified in the Development Agreement). 378 4.2.12. City Hall – The City Hall building is not to be redeveloped as part of the Project, 379 but the surrounding landscape will be refurbished, so as to place City Hall 380 directly on the created central Square. Funding for this is included in the Public 381 Amenities budget. 382 4.2.13. Public Office and Community Center Relocations – The existing Public Office 383 located on 17th Street near Pennsylvania Avenue and Community Center 384 located on Washington Avenue between 20th Street and 21st Street will be 385 relocated and reconstructed with private monies from the Master Developer. 386 The Public Office will be rebuilt with the same total area and will be located on 387 an upper floor of retail and cultural building located north of 17th Street and 388 West of the refurbished Gleason Theater. The Community Center will be 389 rebuilt with the same total area and will be located within the Convention 390 Center building in the northeastern corner. Upon completion, both the new 391 Public Office and Community Center will be gifted back to the City at $0 cost. 392 The City will be responsible for all costs to maintain. 393 4.2.14. Off-Site Infrastructure – The Master Developer anticipates that any off-site 394 infrastructure would be directly related to traffic, and neighborhood protection 395 and traffic calming with the potential use, as appropriate, of landscaped traffic 396 circles, landscaped medians, and one-way street semi-diverters. 397 16 Approximately $2 million is projected in total cost for the improvement. This 398 amount is in addition to the off-site infrastructure cost in the Base Case 399 (subsection 4.1.6). Both amounts are included in the Center budget. 400 4.2.15. 17th Street Median - The Master Developer anticipates the creation of an 401 approximately 1,535 foot median along 17th Street to ease the pedestrian 402 crossing of the street and provide for a more pedestrian friendly environment. 403 Approximately $1 million is projected in total cost for this improvement. This 404 amount is in addition to the off-site infrastructure cost in the Base Case 405 (subsection 4.1.6). Both amounts along with those amounts in section 4.2.14 406 are included in the Center budget. 407 4.2.16. Other Off-Site Infrastructure Recommended – The Master Developer will 408 explore the use of Smart Parking throughout the Site and the greater Miami 409 Beach area. Up to 30% of congestion in urban areas is caused by motorists 410 searching for parking. Through space count systems and personal application 411 technology (smartphone, tablets, etc.), parking occupancy information can be 412 retrieved and be used to guide traffic to available parking spaces. The Master 413 Developer also recommends exploring the development of a traffic control 414 room for all traffic lights in and around the Site to assist traffic flow during high 415 volume times and events. Budgeting for these recommendations and others 416 discussed in Exhibit 7 – Traffic Plan are not considered in the financial plan of 417 this LOI. 418 4.2.17. Total Phase I area built within the current Center footprint represents 118,620 419 square feet or 10% of the existing Center’s total square feet of 1,186,231. This 420 space is replaced with the expansion and renovation which takes the Center’s 421 total square feet to 1,195,556. 422 423 424 17 4.3. Traffic Plan – As described in Exhibit 7. 425 4.4. Phasing – Exhibit 12 provides diagrams of the phasing of the Project that 426 enables the Center to remain in operation throughout the construction cycle. In 427 order to maintain an operational convention center throughout construction 428 the development will be split into phases, the phases overlap somewhat time 429 wise and are arranged in a fashion that allows the existing facility to remain 430 functional throughout construction. 431 Phase 1: The first phase is primarily the construction of the “flex” space. This 432 includes a new ballroom and the new north exhibit hall space. The new 433 ballroom building will include both a 60,000sqf ballroom and additional 434 meeting room space. The North hall exhibit space will add roughly 100K square 435 feet of convention floor area. In order to maintain the loading access provided 436 by the north loading dock a temporary loading dock will be used. The 437 completion of these two components will allow the second phase of 438 construction to commence. During this phase construction will also begin on 439 the West residential units, the 17th street garage and a new central plant on the 440 west side of the ballroom that will service the entire site. In order to alleviate 441 the parking that is displaced due to the 17th street garage construction the area 442 east of city hall and west of the Gleason that is north of the 17th street garage 443 will be converted to a temporary surface parking lot, including the closure of the 444 south end of Convention Center Drive. Currently there is a small office building 445 to the south west of the Gleason that will be demolished and the current 446 residents will be relocated to another location until their permanent offices are 447 constructed. 448 449 18 Phase 2: The second phase is primarily the renovation phase which will use the 450 flex space constructed in Phase 1 to allow for renovation of the operating 451 facility. The newly constructed convention center floor space will be used as 452 flex space allowing the existing convention center floor to be 453 reprogrammed. This will include the construction of a new loading dock along 454 the east side of the convention center above which will be a parking 455 garage. This new flex space will also allow the existing convention center 456 exhibit halls to be renovated in stages so that at no time is there less than 457 500,000 square feet of operational exhibit hall space. The completion of the 458 ballroom building and it’s additional meeting room space will allow for the 459 renovation and reprogramming of the existing meeting room and pre-function 460 areas. This will insure that there is no loss of rentable meeting room space 461 throughout the construction period. Additionally this phase will include the 462 second half of the 17th street garage construction. 463 Phase 3: Phase three includes the remainder of buildings and programming 464 that are not part of the critical path. Offsetting them to this later phase will 465 allow their footprints to be used for temporary parking as well as construction 466 laydown space. This phase will include the east residential, the Gleason theater, 467 the Museum/Office/Retail building as well as the exterior landscaping and 468 plaza. The Museum/Office/Retail building will serve as the new home of the 469 offices that were displaced in phase 1. 470 471 4.5. The design and program of the Convention Center, the Hotel and any residential 472 components with a connection to the Convention Center, will be based on the 473 premise that the Hotel and residential components will be privately owned 474 (subject to the ground lease) and financed, and will need to have legal and 475 19 functional autonomy that will permit a separate financing and possible sale of 476 such components, including without limitation any access easements and 477 easements for use of any necessary infrastructure and utilities. 478 4.6. LEED Certification – All components of the Master Plan will be planned to 479 achieve a LEED Certification. 480 4.7. Delos WELL Standard – Master Developer intends to develop the world’s first 481 Delos WELL Standard Certified Convention Center and will also implement the 482 standard in the Hotel. The WELL Standard, introduced at the 2012 Clinton 483 Global Initiative, divides all aspects of the built-environment into seven major 484 categories, referred to as Concepts: Air, Water, Light, Nourishment, Fitness, 485 Comfort, and Mind. Combining medical research and architectural and 486 engineering advancements into living environments, Delos sets a new standard 487 to living well. Cost for the certification is included in the Convention Center 488 budget and associated operational costs estimated at $100,000 annually will be 489 paid for as an operating expense of the Center. 490 4.8. Urban Innovation Technology – In an effort to advance the Miami Beach 491 Convention Center into the 21st Century, in association with Carlo Ratti, Director 492 of the Senseable Cities Lab at MIT, and his firm Carlorattiassociati SRL, the 493 Master Developer has explored the interaction of urban innovation technology 494 and the Miami Beach Convention Center District. A comprehensive vision for 495 digital technologies integrated into the master plan, and a digital platform that 496 could support various digital services the center as well as the city will demand, 497 have been investigated. Such a platform could provide the infrastructural 498 backbone and core administrative services that will enhance the day-to-day 499 business and life activities for the convention attendees and the general public 500 through smart sensory technology. As the project advances, Master Developer 501 20 will continue to explore these technologies with the City and the MBCC. As the 502 scope is not finalized, we have not included pricing into the project at this stage. 503 Private Contribution – Master Developer intends to contribute to the public 504 realm through a series of initiatives and components as described throughout 505 Section 4 and summarized below: 506 507 Table 4: Private Contribution Summary 508 509 510 5. Site Leases – The Master Developer will lease the Site pursuant to multiple site leases, with 511 each site lease representing a separate component(s) of the Project. See Exhibit 8 for a 512 diagram of each site to be leased and Exhibit 9 for a summary of all lease payments. All site 513 leases will be executed after Master Developer has provided evidence satisfactory to the City 514 that the Master Developer can obtain any required financing for the development on such 515 site. 516 5.1. All Leases – The following will govern all leases 517 5.1.1. All lease payments are paid as an operating expense prior to any debt or equity. 518 5.1.2. All lease payments will start on a date certain to allow them to be financed and 519 the Master Developer will provide a guarantee acceptable to the City for the 520 Minimum Base rent payments. 521 5.1.3. Payments will be paid semi-annually, 30 days prior to the semi-annual bond 522 payments. 523 Component/Inititative Totals Public Amenities/Landscaping $32M Open Space Public Art $3M Proposed Theater Refurbishment $18M Center Roof Art Installation $25M Total $78M 21 5.1.4. In addition to such other termination provisions as may be negotiated between 524 the parties in the final agreements, each lease will terminate if there is a 525 material change in the program for such site detailed in the Development 526 Agreement (i.e. 800-rm hotel, 1,450 parking spaces, etc.) not approved by the 527 City. 528 5.1.5. For the Hotel, and in addition to such other termination provisions as may be 529 negotiated between the parties in the final agreements, the lease will terminate 530 if the Room Block Agreement is terminated by reason of a default by the Hotel 531 owner, or if the Hotel is no longer operated by an approved Hotel 532 Brand/Operator. 533 5.1.6. The leases will be effective upon closing of the financing for the site covered by 534 such lease and, in addition to such other termination provisions as may be 535 negotiated between the parties in the agreement, will be terminated if the 536 closing of the financing for such site has not occurred within eighteen (18) 537 months of executing the Development Agreement. 538 5.1.7. The Minimum Base Rent for each lease is subject to adjustment starting 30 539 years from completion of bond issuance and on each 10-year anniversary 540 thereafter (each, a “Rental Adjustment Date”) as described below. The below is 541 a high level overview and is not intended to be definitive. Specific terms and 542 conditions of the lease and the Rent will be agreed upon in the Development 543 Agreement. 544 (a) For the Hotel and Hotel Parking, Adjusted Minimum Base Rent shall be 545 3% of the trailing twelve operating month’s Gross Revenues. 546 (b) For the Residential and Residential Parking, Adjusted Minimum Base 547 Rent shall be 3% of the trailing twelve operating month’s Gross 548 Revenues. 549 22 (c) For the Retail/Cultural and Associated Parking, Adjusted Minimum Base 550 Rent shall be 20% of the trailing twelve operating month’s Gross 551 Revenues. 552 5.2. Hotel Site – The Master Developer will lease the space for the Hotel as outlined in Exhibit 553 9 from the City for 99 years. This may be a combination of ground lease/air rights lease 554 as appropriate. The Master Developer will either move the existing Geothermal Wells, to 555 the extent under the Hotel site, at its cost, or enter into an easement with the City for 556 access to the Geothermal Wells under the Hotel. The City will have the obligation to 557 operate and maintain the Geothermal Wells. Lease payments will begin when Master 558 Developer obtains a Certificate of Occupancy for the Hotel. The City will be paid Rent 559 equal to the greater of (i) the Minimum Base Rent defined below, and (ii) four percent 560 (4.0%) of gross revenues for each twelve (12) month operating period. Based on the 561 Master Developer’s projections, total Rent for the Hotel (absent the adjustment described 562 in Section 5.1.7), including associated parking, over the term of the lease would be $1.17 563 billion or $112 million NPV at 5% or $139,481/room. Total Minimum Base Rent will be 564 $2,814,437 in the first twelve (12) full months of operations ($2,847,001 in the first full 565 calendar year 2018) increasing 2% for each twelve (12) month period thereafter. This 566 amount represents approximately 3% of the projected stabilized gross revenues of this 567 portion of the Project. The total Minimum Base Rent (absent the adjustment described in 568 Section 5.1.7) over the term of the lease, including associated parking, would be $812 569 million, or $78 million NPV at 5% or $97,981 per key. 570 571 5.3. Retail/Restaurant/Cultural Facility Site(s) - The Master Developer will lease the space 572 for the Retail/Restaurant/Cultural Facility as outlined in Exhibit 9 in one or multiple 573 leases from the City for 99 years. Lease payments will begin when Master Developer 574 obtains a Certificate of Occupancy(ies). In aggregate, the City will be paid Rent for all 575 such leases equal to the greater of (i) the Minimum Base Rent defined below, and (ii) four 576 23 percent (25.0%) of gross revenues for each twelve (12) month operating period. Based 577 on the Master Developer’s projections, total Rent for the Retail/Restaurant/Cultural 578 Facility and associated parking over the term of the leases (absent the adjustment 579 described in Section 5.1.7) would be $2.1 billion, or $205 million NPV at 5% or 580 $1,046/square foot. Minimum Base Rent will be $6,292,092 in the first twelve (12) 581 months of operations ($6,312,722 in the first full calendar year 2017) increasing 2% for 582 each twelve (12) month period thereafter. This amount represents approximately 20% 583 of the projected stabilized gross revenues of this portion of the Project. The total 584 Minimum Base Rent (absent the adjustment described in Section 5.1.7) over the term of 585 the lease, including associated parking, would be $1.8 billion, or $180 million NPV at 5% 586 or $920 per square foot. Master Developer will have the right to develop the 1701 587 Meridien site within the 52-acre site at some time in the future based on then agreed 588 upon terms and conditions with the City. This site is not considered in the current 589 Master Plan and the City will continue to receive all revenues it currently produces. 590 5.4. Residential Site(s) - The Master Developer will lease the space for the Residential as 591 outlined in Exhibit 9 as one or multiple leases from the City for 99 years. This may be a 592 combination of ground lease/air rights lease as appropriate. Lease payments will begin 593 when Master Developer obtains a Certificate of Occupancy(ies). In aggregate, the City 594 will be paid Rent for all such leases equal to the greater of (i) the Minimum Base Rent 595 defined below, and (ii) four percent (4.0%) of gross revenues for each twelve (12) month 596 operating period. Based on the Master Developer’s projections, total Rent over the term 597 of the leases (absent the adjustment described in Section 5.1.7) would be $122 million, or 598 $12 million NPV at 5% or $39,852/unit. Minimum Base Rent will be $338,438 in the first 599 twelve (12) months of operations ($341,789 in the first full calendar year 2017) 600 increasing 2% for each twelve (12) month period thereafter. This amount represents 601 approximately 3% of the projected stabilized gross revenues of this portion of the 602 Project. The total Minimum Base Rent (absent the adjustment described in Section 5.1.7) 603 24 over the term of the lease would be $100 million, or $10 million NPV at 5% or $32,882 604 per unit. 605 5.5. Theater - The Master Developer will lease Sites H & I as approximately outline in Exhibit 606 9 as one or multiple leases from the City for 33-years, with two options, each to extend 607 the term by 33 years at the election of Master Developer. Any modifications to the 608 Theater or use of the land will be by mutual agreement between Master Developer and 609 City. Lease payments will continue the current schedule of the Guaranteed Funding from 610 the Live Nation Management Agreement and will extend the existing two percent (2%) 611 growth on the Funding beyond expiration or termination of the existing Agreement. 612 5.5.1. The City shall be entitled on two (2) occasions in each full operating year 613 (and proportionately for any partial year) during the term to allow use of the 614 Theater by a duly qualified charitable organization subject to agreed upon terms 615 and conditions. 616 5.5.2. The City shall be entitled on one (1) occasion in each full operating year 617 (and proportionately for any partial year) during the term to make use of the 618 Theater for hosting the Parks and Recreation Summer Showcase Event subject to 619 agreed upon terms and conditions. 620 621 622 623 624 625 626 627 628 629 630 25 Table 5: Site Leases Summary 631 632 633 6. Project Budget – Exhibit 13 provides a detailed budget for each component of the Master 634 Plan. A summary is as follows (Public Components costs exclude capitalized interest, debt 635 service reserves and other issuance costs): 636 637 638 639 640 641 642 643 644 645 646 Hotel Retail/ Restaurant/ Cultural Facility Residential Full Rental Amount Total Amount $1.17B $2.1B $122M Lease Term NPV @ 5% $112M $205M $12M NPV per Unit $139,481 $1,046 $39,852 Minimum Base Rent Operating Year 1 Base Rent $2,814,437 $6,292,092 $338,438 First Full Calendar Year Base Rent $2,847,001 $6,312,722 $341,789 Total Amount $812M $1.8B $100M Lease Term NPV @ 5% $78M $180M $10M NPV per Unit $97,981 $920 $32,882 26 Table 6: Base Case and Phase I Total Budget Summary 647 648 6.1. The budgets for the Public Components contain approximately $35M in hard 649 cost, design and project contingencies. 650 6.2. All costs related to improving Public Components structures to support Private 651 Components are costs of the private sector and not included in any Public 652 Components budget. 653 654 655 656 657 658 659 660 Total Base Case Phase 1 Additions Total Public Components Convention Center $494.0 $494.0 Public Areas $22.9 $22.9 Parking $30.4 $30.4 Off-Site Infrastructure $1.0 $3.0 $4.0 Total Public $548.2 $3.0 $551.2 Private Components Hotel $305.3 $305.3 Residential $100.9 Retail $70.1 Restaurants $24.2 Cultural $46.4 Theater $18.5 Public Areas $32.1 Total Private $305.3 $292.1 $597.5 TOTAL $853.6 $295.1 $1,148.7 (in millions) 27 7. Project Financing 661 7.1. Public Components – The Public Components will be financed under a Traditional 662 Approach. The following is a summary of the proposed financing: 663 664 Table 7: Public Component Financing 665 666 667 668 7.1.1. Traditional Approach 669 7.1.1.1. Under this approach, the City will utilize the remaining funds from 670 the County G.O. Bond commitment of approximately $53.6 million, 671 the NPV of the $90 million currently allocated in the RDA to District 672 Base ($ in millions)Case Phase 1 Total Sources Par Amount of Bonds 325.7$ 120.1$ 445.7$ Premium 35.4$ 12.9$ 48.3$ Private Contribution 32.1$ -$ 32.1$ County Contribution 53.6$ -$ 53.6$ CRA Contribution 76.9$ -$ 76.9$ Total Sources 523.6$ 133.0$ 656.5$ Uses Convention Center 498.0$ -$ 498.0$ Public Space 17.3$ -$ 17.3$ Convention Center 425.2$ 90.0$ 515.2$ Parking 30.4$ -$ 30.4$ Public Space 5.6$ -$ 5.6$ Parking 20.5$ 15.5$ 36.0$ Other Public Space 32.1$ -$ 32.1$ Debt Service Reserve Fund 29.9$ 11.3$ 41.3$ Capitalized Interest Fund 10.9$ 14.3$ 25.3$ Cost of Issuance 4.9$ 1.8$ 6.7$ Total Uses 523.6$ 133.0$ 656.5$ 28 projects (estimated $76.9M CRA Contribution), and will issue taxable 673 and/or tax-exempt Center bonds to provide funds for the Public 674 Components, excluding the Center Replacement Parking. The Center 675 Bonds will be repaid from the new 1% Resort Tax and Project 676 generated land lease payments and tax streams. These Center Bonds 677 will be secured by the City-wide Resort Tax. The Parking Bonds are 678 to fund the Center Replacement Parking and are to be repaid from 679 parking revenues and secured by the system-wide Parking 680 Enterprise Fund. 681 682 Assuming the Phase 1 Components are developed, no other non-683 Project generated financial resources are to be utilized. See Exhibit 684 12 for a summary of this approach for the Phase 1 Components 685 scenario, including sources and uses, projected revenue streams, 686 debt service payments, lost parking revenue funding, Capital 687 Reserve funding, Public Amenities maintenance funding, net 688 revenues, and resulting coverage. 689 7.1.1.2. Center Bonds - If the City elects this approach, the City will issue 30-690 year taxable and/or tax-exempt Center Bonds, in an amount 691 currently estimated to be $448.3 million, to provide for Project costs 692 for the Public Components, debt service reserves, capitalized 693 interest, and issuance costs (see in Exhibit 10a & 10b). The debt 694 service on the Center Bonds will be repaid by the new 1% Resort Tax 695 and Project generated land lease payments and tax streams. In 696 addition, these Bonds will be secured by the City-wide Resort Tax. 697 7.1.1.3. Public Parking Bonds - The City will finance the Center Replacement 698 Parking through Parking Bonds that will be repaid from parking 699 29 revenues and secured by the Parking Enterprise Fund (see Exhibit 700 12a & 12e). 701 7.1.1.4. Center Maintenance – It is recommended that once the Center is 702 open, the City should ramp up to reserve approximately $3 million 703 annually (increasing annually 2% thereafter) to provide for Capital 704 Expenditures and Center Maintenance. This will provide for the 705 Center to be maintained in a fashion consistent with the standard of 706 maintenance at other First-Tier convention centers (including, but 707 not limited to, the Orlando/Orange County Convention Center and 708 the San Diego Convention Center). This amount has been accounted 709 for in the overall public revenue financial plan and is funded by the 710 Project Public Revenues and the $4.5 million CDT allocation. 711 7.1.1.5. Public Amenities Maintenance – It is estimated that the Public 712 Amenities, (excluding those landscape areas surrounding the Private 713 Components that will be maintained by Master Developer), will cost 714 approximately $900,000 in 2013 dollars to maintain annually. 715 Master Developer contemplates that the City will approve the 716 creation of a Business Improvement District or similar publically 717 controlled entity (the “BID”) with a sole purpose of maintaining the 718 Public Amenities within the Project site. The commercial owners 719 within the BID are to provide 0.5% of gross revenues to the BID 720 Fund annually, with the remaining funded by the City. Based on 721 current projections, the contributions by the commercial owners 722 within the BID will generate approximately $775,000 in 2013 dollars 723 once stabilized annually towards the maintenance cost for the 724 publically maintained portions of the Public Amenities (see Exhibit 725 15). 726 30 7.1.1.6. Lost Parking Revenues – The public revenue financial plan takes into 727 account the replenishment to the City of any net parking revenues 728 ($3.8 million) from the 17th Street Garage and surface parking lots 729 lost from the development of the Master Plan during both 730 construction and operations. Note that replenishment in 2015 and 731 2016 are funded as Phase I capital costs in the total private 732 component construction budget. In 2017 and beyond, the costs are 733 funded through public cash flows (see Exhibit 10B). 734 7.1.1.7. Operating Subsidy - The public revenue financial plan take into 735 account the potential of a $1.5 million annual operating subsidy for 736 the Convention Center operations (see Exhibit 10B). 737 7.1.1.8. Public Finance Underwriter fees will not exceed 0.5% of the 738 proceeds they underwrite subject to approval. 739 7.2. Private - The Private Components are planned to be financed as follows: 740 741 Table 8: Private Component Financing Stack 742 743 7.2.1. Master Developer Equity – The Master Developer is committed to investing up 744 to 20% (up to $45 million based on the current program) of the required 745 EQUITY DEBT TOTAL (in millions)MD %Investor %Total %%% Hotel*$24.4 20.0 $97.7 80.0 $122.1 40.0 $183.2 60.0 $305.3 100.0 Residential $7.1 20.0 $28.2 80.0 $35.3 35.0 $65.6 65.0 $100.9 100.0 Retail $5.6 20.0 $22.4 80.0 $28.1 40.0 $42.1 60.0 $70.1 100.0 Restaurants $1.9 20.0 $7.7 80.0 $9.7 40.0 $14.5 60.0 $24.2 100.0 Cultural $3.7 20.0 $14.8 80.0 $18.6 40.0 $27.8 60.0 $46.4 100.0 Theater $1.5 20.0 $5.9 80.0 $7.4 40.0 $11.1 60.0 $18.5 100.0 Public Areas $2.5 20.0 $10.0 80.0 $12.5 39.0 $0.0 61.0 $32.1 100.0 Total $46.7 20.0 $186.9 80.0 $233.6 39.1 $344.3 57.6 $597.5 100.0 *Equity from Master Developer and Investor includes hotel key money contributed by the flag 31 capital for the private components of the project. Please see the executed 746 commitment letter in Exhibit 16. 747 7.2.2. Other Equity – Master Developer has engaged Brookfield Financial, a global 748 investment bank which specializes in the real estate and infrastructure sectors, 749 to assist with the equity raise for the private components. During the 750 preliminary design and budgeting process, Master Developer and Brookfield 751 Financial performed feasibility studies on the various components and created 752 offering materials for potential equity investors to review. A wide range of 753 potential investors conducted preliminary due diligence on the Project and on 754 the Master Developer. 755 756 The credentials of the Master Developer and the fundamentals of the Project 757 were well received by the equity investors. After a period of marketing and 758 preliminary due diligence period, the Project has been well received with 759 multiple investors expressing interest in the private components. These well-760 known and well-capitalized investors have expressed strong interest in being 761 joint venture partners with the Master Developer to pursue the Project. The 762 capabilities and track record of the Master Developer have been well 763 recognized by the real estate investment community and several of the 764 interested parties have invested with the Master Developer previously. 765 766 Please see Exhibit 17A for letters expressing interests to be the joint venture 767 equity partners with the Master Developer from the following investors: 768 - AREA Property Partners - A real estate fund manager with over $60 769 billion investment since their formation in 1993. AREA has expressed 770 interest to be an equity partner with the Master Developer for all the 771 components of the Project. 772 32 - Northwood Investors - A real estate fund manager with approximately $3 773 billion of asset under management and formed in 2006 by John Kukral, the 774 former President and CEO of Blackstone Real Estate Advisors. Northwood 775 has expressed interest to be an equity partner with the Master Developer 776 for all the components of the Project. 777 - USAA Real Estate Company (“Realco”) – The real estate investment arm 778 of insurance and financial services company, USAA. With $12 billion in real 779 estate assets under management, Realco has expressed interest in investing 780 with the Master Developer in multifamily and retail components of the 781 Project. 782 - Prudential Real Estate Investors (“PREI”) - A real estate investment 783 management business of Prudential Financial. PREI has over $50 billion 784 asset under management. PREI has expressed interest in the multifamily 785 and retail components of the Project. 786 - AIG Global Real Estate (“AIGGRE”) - A subsidiary of American 787 International Group, an international insurance organization. AIGGRE has 788 expressed interest in the multifamily and retail components of the Project. 789 - Berggruen Holdings - A private investment firm with over $2 billion of net 790 equity. Berggruen has expressed interest in the multifamily and retail 791 components of the Project. 792 - Canyon Capital Realty Advisors (“CCRA”) – A real estate investment firm 793 with approximately $20 billion in assets under management, including $3 794 billion in capital committed to CCRA’s real estate funds. CCRA has the 795 expertise and ability to provide capital for the key components of the 796 project (hotel, retail, office, multifamily, entertainment), but CCRA has 797 particular interest in the hospitality component. 798 33 - Jamestown Properties - A real estate investment and management 799 company which has raised approximately $5 billion and invested in over 80 800 properties since their formation in 1983. Jamestown has expressed interest 801 in investing in the Project or an outright purchase at construction 802 completion. 803 804 When the Master Developer is selected and enters into development agreement 805 with the City, the Master Developer intends to select one or more investors to 806 enter into definitive agreement as the joint venture equity investor(s) for the 807 private components of the Project. 808 809 7.2.3 Debt – Master Developer has engaged the services of the Miami Office of Holliday 810 Fenoglio Fowler (HFF), a publicly-traded commercial real estate capital 811 markets intermediary and the leading provider of construction financing for 812 complex mixed-use developments across the country. HFF will be responsible 813 for placing the private debt component for the project. 814 815 HFF created a comprehensive financing package and launched a successful 816 three-pronged process that simultaneously targeted (1) major international 817 banks and life insurance companies that would finance the entire project; (2) 818 national and regional money center banks and debt funds that would join 819 together in a syndicated structure for the entire Project; and (3) national and 820 regional banks and specialty lenders that would provide financing for 821 individual components within the overall project. A key goal of the Portman-822 CMC and HFF teams was to create an inclusive consortium of lenders that 823 34 allowed Miami Beach’s community banks to join some of the largest and most 824 active global lenders in the project. 825 826 While the response has been extremely strong from national money center 827 banks (7) and Life Insurance Companies (3) that would take the lead in our 828 consortium, Portman-CMC is pleased to also have support among senior 829 leadership at the strongest and most well-respected local institutions (3), such 830 as City National Bank and Ocean Bank. Letters of support are from the 831 following and copies of the individual letters are provided in Exhibit 17B: 832 - HSBC Bank 833 - JP Morgan Chase Bank 834 - SunTrust Bank 835 - PNC Real Estate 836 - BBVA Compass 837 - Regions Bank 838 - Northwestern Mutual Life Insurance Company 839 - New York Life Investment Management 840 - Prudential Mortgage Capital Company 841 - Mercantil Commercebank 842 - FirstBank Florida 843 - City National Bank 844 - Ocean Bank 845 846 As the Project has evolved and dialogue with the lending community has 847 progressed, HFF reported a continual increase in interest and enthusiasm for 848 our project, particularly as our program was revised following public feedback. 849 35 850 HFF noted that the most critical factor in gaining institutional interest in the 851 financing of our project was the track record and reputation of the principals 852 within the Portman-CMC team, many of whom enjoy long-standing 853 relationships with the lenders in our consortium. 854 855 At this juncture, the capital markets have joined together and spoken in 856 overwhelming support of the Portman-CMC team and project. 857 858 8. Role of the Master Developer 859 8.1. Community Involvement – Master Developer will continue to engage the 860 community to gain input into the Master Plan as it evolves. Master Developer 861 and City will mutually agree upon a schedule and process in the Development 862 Agreement for periodic community involvement. 863 8.2. Referendum – The Master Developer will fund or raise the funding for any costs 864 specifically pertaining to the referendum for this Project in excess of those 865 funds that would be required for a normal voting cycle, anticipated to be less 866 than $10,000. Further, the Master Developer will fund or raise the funding for a 867 public relations campaign to promote voting in favor of the referendum by the 868 voting public. 869 8.3. Public Components 870 8.3.1. Design Review - Master Developer shall comply with the City’s regulatory 871 design review process and shall be responsible for obtaining and securing all 872 final applicable design approvals for all components of the Project. In addition, 873 Master Developer and City shall mutually agree in the Development Agreement 874 on a schedule and process that will provide City, its professional staff, and its 875 36 consultants (all acting in the City’s proprietary capacity) with the opportunity 876 to provide periodic input and approval(s) throughout the design phase of all 877 the Project components. The final design shall be consistent with the Master 878 Plan to be approved by the City Commission. No material changes may be 879 made to the City-approved Master Plan without prior City approval. 880 8.3.2. Public Component Development – All Public Components will be delivered by 881 the Master Developer through a Guaranteed Maximum Price Agreement. The 882 Public Component Project Budget is the Master Developer’s best estimate of 883 total Project costs at this conceptual stage of design. Key elements of the 884 Development Process will include: 885 8.3.2.1. Process - Following execution of the Development Agreement, 886 Master Developer and its design team (including, without limitation, 887 its Lead Architect) will work with the City and its advisors to assess 888 options and determine the final design and program specifications 889 for the Public Components, based upon the Master Plan to be 890 approved by the City Commission. Master Developer will then 891 competitively bid and enter into a construction agreement for the 892 Public Components with qualified firm(s) (the “General 893 Contractor”). The Agreement will be divided into two portions: (1) a 894 Pre-Construction Services Agreement culminating in the 895 development and presentation of the GMP to Master Developer and 896 the City, for their respective approval; and (2) provided the GMP is 897 accepted by both Master Developer and the City, Master Developer 898 and the General Contractor will then negotiate and execute a “GMP 899 Amendment,” for construction and construction administration of 900 the Public Components. In addition to the City’s approval 901 rights (along with Master Developer) over the GMP, the 902 37 construction contract will also provide the City, as a third party 903 beneficiary, with all necessary safeguards including, without 904 limitation, indemnification, and naming the City as additional 905 insured and co-obligee on the payment and performance bonds. 906 8.3.2.2. Pre-Construction Costs - Master Developer will be reimbursed a 907 fixed maximum of $18.3M for all Pre-Construction Costs (developer, 908 design, construction manager, etc.) incurred prior to approval of the 909 GMP by the City. See Exhibit 14 for a summary of the major 910 components of the Pre-Construction Costs. 911 8.3.2.3. Maximum Fees – Fees within the Development Agreement will not 912 exceed the following: 913 8.3.2.3.1. Master Developer Oversight – 2% ($10.6M) of Project 914 Costs (excluding the developer costs), assuming the 915 Timeline outlined below. 916 8.3.2.3.2. Construction Manager – to be paid to the General 917 Contractor, 2.5% ($9.4M) of Hard Costs, assuming the 918 Timeline outlined below. The General Contractor will 919 be reimbursed for General Conditions in addition to the 920 fee. 921 8.3.2.3.3. Lead Architect Fee (for all firms defined “Lead 922 Architects”) – 4.0% ($15.0M) of Hard Costs, assuming 923 the Timeline outlined below. This is not inclusive of 924 other design consultants. 925 8.3.2.4. Cost Savings - Any cost savings realized by development of the 926 Public Components will be split 80% to the City and 20% to the 927 Master Developer. 928 38 8.3.3. City Construction Oversight – City will engage a third-party to monitor Master 929 Developer’s progress and ensure the Project is delivered as agreed upon in the 930 Design-Build Agreement. Included in the Center budget is an allowance for 931 these costs of 1% of Project Costs. 932 8.3.4. Timeline – Exhibit 11 summarizes the targeted timeline for the development of 933 the Public Components. The Public Components Project Budget assumed this 934 timeline. 935 8.4. Private Components - Master Developer will design, build, finance, and operate 936 the Private Components. 937 8.5. Disadvantaged Business Contracting Goal – The Master Developer anticipates a 938 minimum Disadvantaged Business Contracting Goal of Twenty Percent (20%). 939 8.6. Convention Center Operations – The Convention Center will continue to be 940 operated and managed by Global Spectrum, or its successors as may be 941 determined by the City in its sole discretion. 942 8.7. City Cost Funding – Upon execution of the Development Agreement, Master 943 Developer will reimburse the City actual costs up to $1 million for consulting 944 and legal costs related to this transaction. In addition, the Development 945 Agreement will provide for payment to the City of costs incurred by the City for 946 oversight of the Public Components delivery as provided in Section 8.3.3. Please 947 note these costs would be in addition to the 2% cost outlined in section 948 8.3.2.3.1. 949 8.8. Proposal Costs – Any costs associated with preparing the Master Developer’s 950 proposal will be a cost of the Master Developer and will not be charged back to 951 the City. 952 8.9. Room Block Agreement – Hotel Owner shall enter into a Room Block Agreement 953 consistent with the following key terms: 954 39 8.9.1. A City-wide Event is an event requiring a three-night stay with at least 1,500 955 guest rooms on peak with at least 115,000 gross square feet of convention 956 space utilized for one day or more while the event is being held. City-wide 957 Events shall not include any activities occurring the week before, and including, 958 the day of a Super Bowl taking place in Miami. 959 Room Block 960 8.9.1.1. For City-wide Events that are to occur at least 30 months in the 961 future, Hotel Owner will make available for City-wide Events eighty 962 percent (80%) of all guest rooms (and associated suites, ballroom, 963 meeting rooms, etc.) for up to 14 nights per calendar month. Hotel 964 Owner can book rooms in excess of that amount at its discretion, at 965 the rate of its choosing. 966 8.9.1.2. For City-wide Events that are to occur between 18 and 30 months in 967 the future, Hotel Owner will make available for City-wide Events 968 eighty percent (80%) of all guest rooms (and associated suites, 969 ballroom, meeting rooms, etc.) if rooms and space are available, and 970 will make available for City-wide Events eighty percent (80%) of all 971 guest rooms (and associated suites, ballroom, meeting rooms, etc.) 972 for one consecutive four-day period each month. The Hotel Owner 973 will determine the four-day period and will notify City on a monthly 974 basis. Hotel Owner can book rooms in excess of that amount at its 975 discretion, at the rate of its choosing. 976 8.9.2. Room Block Release 977 8.9.2.1. City/GMCVB will provide Hotel Owner a list of Known Release Dates 978 on a periodic basis (not less than semi-annual) listing all future dates 979 the Center cannot be utilized for City-wide Events due to 980 maintenance, move in/out periods, or any other reason. Hotel 981 40 Owner will be free to book 100% of the rooms on any of these dates. 982 If a Known Release Date is removed on a subsequent list, the date(s) 983 will fall back under this room block agreement unless the Hotel 984 Owner has already booked such dates(s). 985 8.9.2.2. Hotel Owner can seek a release of rooms from the City for in-house 986 groups in the 30 months and out period, and such release will be 987 given unless (i) City/GMCVB is actively negotiating with another 988 group for the period covered by the request for release or (ii) 989 City/GMCVB has historically booked the dates covered by the 990 request for release to a City-wide Event. If a release is given and a 991 subsequent City-wide Event desires to use the previously released 992 dates, Hotel Owner will use its best efforts to accommodate the 993 needs of the proposed City-wide Event. 994 8.9.2.3. Rooms booked pursuant to the Room Block Agreement will be 995 subject to the normal booking policies of the Hotel Owner, including 996 advance deposits, cancellation periods and cancellation fees, etc. 997 8.9.3. Room Block Pricing 998 8.9.3.1. Hotel Owner shall submit its Initial Offer to participate in a City-wide 999 Event room block at a rate determined in Hotel Owner’s sole 1000 discretion. 1001 8.9.3.2. Hotel Owner shall submit each January 1 a Minimum Event Block 1002 Rate Schedule and Special Event Block Rate Schedule for each day 1003 for the next five years. 1004 8.9.3.3. The Minimum Event Block Rate Schedule shall be 110% of Owner’s 1005 good faith forecast of the group room rates that will be included in 1006 the pro forma budget or that are used in projections or forecasts by 1007 41 Owner in making its decisions, and planning for, group bookings in 1008 the operation of the Hotel. 1009 8.9.3.4. The Special Event Block Rate Schedule shall be 100% of Owner’s 1010 good faith forecast of the group room rates that will be included in 1011 the pro forma budget or that are used in projections or forecasts by 1012 Owner in making its decisions, and planning for, group bookings in 1013 the operation of the Hotel. 1014 8.9.3.5. For up to 14 nights per calendar month, if prior to acceptance of the 1015 Initial Offer, City reasonably and in good faith believes that it might 1016 be in the City’s best interest to compel the Hotel Owner to offer a 1017 City-wide Event an alternative rate structure, City may elect to 1018 require the Hotel to offer a rate lower than the rate in the Initial 1019 Offer, but in no event lower than the rate in the Minimum Event 1020 Block Rate Schedule. If the City-wide Event occurs beyond the five-1021 year schedule, the Minimum Event Block Rate shall be determined 1022 using an usual and customary industry inflation factor as reasonably 1023 agreed upon by Hotel Owner, Operator and City. 1024 8.9.3.6. For up to six City-wide Events per year, if prior to acceptance of the 1025 Initial Offer the City reasonably and in good faith believes that it 1026 might be in the City’s best interest to compel the Hotel Owner to 1027 offer the City-wide Event an alternative rate structure, City may elect 1028 to require the Hotel to offer a rate lower than the rate in the Initial 1029 Offer, but in no event lower than the rate in the Special Event Block 1030 Rate Schedule. If the City-wide Event occurs beyond the five-year 1031 schedule, the Special Block Rate shall be determined using an usual 1032 and customary industry inflation factor as reasonably agreed upon 1033 by Owner, Operator and City. City-wide Events utilizing this clause 1034 42 count toward the maximum 14 nights per month subject to this 1035 room block commitment. 1036 8.9.4. The Room Block Agreement will constitute a restriction against the Hotel Site, 1037 running with the land and binding on all successors in title, and shall be 1038 superior to all deed of trust liens against the Hotel Site. 1039 8.9.5. Term shall continue until the earlier to occur of the following events: (i) the 1040 Convention Center is no longer designated by the City as its principal 1041 convention center, or (ii) the Convention Center is no longer operated and 1042 maintained in a manner consistent with other first-class convention centers, 1043 with the standard for same to be set out in the Room Block Agreement. 1044 8.10. Convention Center Booking Policy - It is recognized that the 1045 renovation/expansion of the Center and development of the Hotel is being done 1046 in an effort to increase the room night impact on the community. It is also 1047 recognized that the Center’s and Hotel’s success is dependent upon booking 1048 City-wide Events generating room nights. Therefore, City shall modify the 1049 Center Booking Policy, to minimize the impact of the non-room night generating 1050 events included in the definition of First Priority Events. While the Center will 1051 use its best efforts to accommodate these non-room night generating events, 1052 such events may need to move their dates if a City-wide Event can be booked. 1053 The modified Center Booking Policy will require approval of the Convention 1054 Center Advisory Board and the City Commission. 1055 8.11. City Community Benefit Fund 1056 8.11.1. Ticket Surcharge - Master Developer agrees to continue to fund the City 1057 Community Benefit Fund by collecting a $1.50 per ticket surcharge on ticketed 1058 public events at the Theater. Collections will be deposited in the City’s 1059 Community Benefit Fund and utilized for discounted ticket program for senior 1060 citizen and student residents of the City. 1061 43 8.11.2. Resident Ticket Program - Master Developer agrees to continue to provide a 1062 resident ticket program, providing City residents priority access to up to 100 1063 tickets to select events at the Theater. Master Developer will determine which 1064 events are available for this program and the resident purchasing the tickets 1065 will pay the full ticket price and any applicable surcharge or commissions. 1066 1067 9. Role of the City 1068 9.1. Height – The Master Developer will request an increase to the height limitation 1069 for the development of the Hotel to a final height of approximately 124 feet 1070 above average existing grade. 1071 9.2. Live Nation Agreement – See Section 4.2.3. 1072 9.3. Center Replacement Parking – See Section 4.2.8. 1073 1074 10. Target Milestones 1075 10.1. Referendum – Estimated to be place on a ballot in the November 2013 City 1076 elections 1077 10.2. Development Agreement/Lease Execution – Approximately six-to-eight (6-8) 1078 months after selection of Master Developer in June, 2013. 1079 10.3. Convention Center 1080 10.3.1. Design Start is projected for January 1, 2014 1081 10.3.2. Construction Start is projected for January 1, 2015 1082 10.3.3. Completion and Turnover is projected for June 14, 2017 1083 10.4. Private Components 1084 10.4.1. Hotel 1085 10.4.1.1. Design Start is projected for January 1, 2014 1086 10.4.1.2. Construction Start is projected for January 1, 2015 1087 10.4.1.3. Completion and Turnover is projected for May 17, 2017 1088 44 10.4.2. Theater Refurbishment & Associated Retail 1089 10.4.2.1. Design Start is projected for January 28, 2015 1090 10.4.2.2. Construction Start is projected for December 30, 2015 1091 10.4.2.3. Completion and Turnover is projected for May 16, 2017 1092 10.4.3. Retail/Cultural/Office Relocation 1093 10.4.3.1. Design Start is projected for January 1, 2014 1094 10.4.3.2. Construction Start is projected for August 13, 2015 1095 10.4.3.3. Completion and Turnover is projected for March 8, 2017 1096 10.4.4. Residential (For-Rent) 1097 10.4.4.1. Design Start is projected for January 1, 2014 1098 10.4.4.2. Construction Start is projected for February 26, 2015 1099 10.4.4.3. Final Completion and Turnover is projected for November 30, 2016 1100 10.4.5. 17th Street Garage 1101 10.4.5.1. `Design Start is projected for January 1, 2014 1102 10.4.5.2. Construction Start is projected for January 1, 2015 1103 10.4.5.3. Final Completion and Turnover is projected for May 18, 2016 1104 1105 10.4.6. Private Financing - Portman-CMC has received strong levels of interest 1106 regarding the financing of both debt and equity for the Private Components of 1107 the Project. Given our construction schedule for the Private Components of the 1108 Project, we anticipate that we will enter into fully binding financial documents 1109 on the private debt and equity side by the end of November of 2014. 1110 10.4.7. Public Financing - In terms of public financing (tax exempt bond financing), the 1111 renovation/repositioning/expansion of the Miami Beach Convention Center’s 1112 schedule of financing will be as follows: 1113 45 10.4.7.1. County GO Bond Proceeds of $53,600,000 will be made available to 1114 be utilized for design and predevelopment of the Public 1115 Components. 1116 10.4.7.2. The balance bond issuance proceeds will be available starting March, 1117 2015. 1118 1119 11. Termination 1120 11.1. The Phase I Private Component Financing Completion Date for the Hotel is 1121 expected within eighteen (18) months following the execution of the 1122 Transaction Documents. Base Case/Phase I Public Financing Completion Date is 1123 expected within twelve (12) months following the execution of the Transaction 1124 Documents. 1125 11.2. Financing Completion Date – In addition to such other termination provisions as 1126 may be negotiated between the parties in the final agreements, City will have 1127 the right to terminate the Development Agreement if private financing (and all 1128 Developer provided equity) is not secured in a form reasonably acceptable to 1129 City within the later of (i) eighteen (18) months following the execution of the 1130 Transaction Documents and (ii) six (6) months following the actual Public 1131 Financing Completion Date. The date for finalization of the financing will be 1132 extended for force majeure events, delays resulting from failure of the City to 1133 timely comply with its obligations under the Development Agreement or to 1134 grant approvals required for the development of the Project, unforeseen 1135 environmental or archeological issues, and other causes beyond the reasonable 1136 control of the Master Developer. 1137 11.3. Hotel Construction Start Date – In addition to such other termination provisions 1138 as may be negotiated between the parties in the final agreements, City will have 1139 46 the right to terminate the Development Agreement if Hotel construction has not 1140 begun within the later of (i) eighteen (18) months following the execution of the 1141 Transaction Documents and (ii) six (6) months after Private Financing 1142 Completion Date for the Hotel, subject to force majeure, events, delays resulting 1143 from failure of the City to timely comply with its obligations under the 1144 Development Agreement or to grant approvals required for the development of 1145 the Project, unforeseen environmental or archeological issues, other causes 1146 beyond the reasonable control of the Master Developer, and other matters to be 1147 specified in the Development Agreement. 1148 12. Other 1149 12.1. Governing Law – This LOI shall be governed by and construed in accordance 1150 with the laws of the state of Florida. This LOI sets forth the entire agreement 1151 between the parties in regard to the subject matter hereof and supersedes any 1152 and all prior agreements between the parties in regard to the subject matter 1153 hereof. The federal district courts for the State of Florida and the state district 1154 courts located in Miami-Dade County, Florida shall be the exclusive places of 1155 venue in regard to any dispute arising out of this LOI. 1156 12.2. No Representations – Except as expressly set forth in the Transaction 1157 Documents, neither party shall be deemed to have made any representations, 1158 warranties or guaranties to the other regarding the Project, including, without 1159 limitation, any future financial performance to be derived from investment in 1160 the Project. 1161 12.3. LOI– The parties agree to sign this LOI promptly after City Commission 1162 approval. 1163 1164 1165 47 SIGNATURES 1166 Portman-CMC 1167 1168 By: ___________________________________ 1169 Name: 1170 Title: 1171 1172 CITY OF MIAMI BEACH 1173 1174 By: ____________________________________ 1175 Name: 1176 Title: 1177 1178 1179 1180 1181 1182 1183 1184 1185 1186 1187 1188 1189 1190 1191 1192 48 TABLE OF CONTENTS - EXHIBITS 1193 Letter of Intent 1194 1195 Exhibit 1A – Base Case Master Plan………………………………………………………51 1196 Exhibit 1B – Phase I Master Plan…………………………………………………………..52 1197 Exhibit 1C – Landscaping Master Plan………..…………………………………………..53 1198 Exhibit 1D – Landscaping Diagram……………..…………………………………………..54 1199 Exhibit 2 – Renovation Program……………………………………………………………55 1200 Exhibit 3 – Meeting Space Program/Diagram..……………………………………….67 1201 Exhibit 4 – Hotel Program…………….………………………………………………………..72 1202 Exhibit 5 – Floor Plans & Elevations………………………………………………….......74 1203 Exhibit 6 – Parking Program………………………………………………………………….86 1204 Exhibit 7A – Traffic Plan………………………………………………………………………..91 1205 Exhibit 7B – Space Syntax Traffic Study……………………………………………….98 1206 1207 Exhibit 8 – Site Lease Diagram……………………………………………………………….106 1208 Exhibit 9 – Site Lease Payment Schedule………………………………………………111 1209 Exhibit 10A – Public Funds Sources and Uses…………………………………………..112 1210 Exhibit 10B – Convention Center Bonds Cash Flows…………………………………113 1211 Exhibit 10C – Convention Center Bonds Coverage Chart…………………………..114 1212 Exhibit 10D – Convention Center Bonds Revenues and PILOT Payments…115 1213 Exhibit 10E – Public Parking Bonds Cash Flows………………………………………..116 1214 Exhibit 10F – Public Parking Bonds Coverage Chart…………………………………117 1215 Exhibit 10H – Sales Tax Revenues…………………………………………..………………..118 1216 Exhibit 11 – Project Schedule……………………………………………………………………119 1217 Exhibit 12 – Phasing Diagram…………………………………………………………………..120 1218 Exhibit 13A – Summary Budget………………………………………………………………121 1219 49 Exhibit 13B – Detailed Budget…………………………………………………………………122 1220 Exhibit 14 – Pre-Construction Cost Detail…………………………………………………124 1221 Exhibit 15 – Public Amenities Maintenance Schedule……………………………….125 1222 Exhibit 16 – Sponsor Letter of Commitment……………………………………………..126 1223 Exhibit 17A – Equity Expressions of Interest Letters…………………………………127 1224 Exhibit 17B – Debt Expressions of Interest Letters……………………………………141 1225 Exhibit 18 – Letters of Support…………………………………………………………………..157 1226 Design & Program Appendix 1227 Technical Appendix 1228 1229 50 51PRE-FUNCTION595 CARS DISPLACED 1”=200’ tabloid CONVENTION CENTER MEETING ROOMS\BALLROOMS CONVENTION CENTER PREFUNCTIONS CONVENTION CENTER EXHIBITION HALLS CORES\BOH LOADING\PARKING CONVENTION CENTER LEASABLE SPACE LEASABLE SPACE RESIDENTIAL CULTURE/RECREATION OFFICE HOTEL PARKS WATER FEATURES base case Exhibit 1A 52PRE-FUNCTION1”=200’ tabloid master plan Exhibit 1B 53 HAMMOCK GARDEN C A F E HANGING GARDENS CAFECAFEPENNSYLVANIA AVEABE R E S N I C K B O U L E V A R D PRAIRE AVEMERIDIAN AVEMERIDIAN CT ESPLANADEMERIDIAN CT EUCLID AVE CONVENTION CENTER DRIVE ESPLANADECOL L I N S C A N A L ECOLOGICAL EDGE PLAYGROUND PLAY LAWN DOCK CARL FISHER CLUBHOUSE EXHIBITION TERRACEMANG R O V E G A R D E N CANA L P R O M E N A D E HOLOCAUST MEMORIAL MEMORIAL PARKING MIAMI BEACH BOTANICAL GARDEN BOTANICAL GARDEN EXTENSION OUTDOOR BALLROOM MIAMI BEACH SQUARE NORTH PARK CONVENTION CENTER BALLROOM RESIDENTIAL TERRACECOMMUNITY GARDENSBAMBOO COURT MERIDIAN COURT MIAMI BEACH CONVENTION CENTER THE JACKIE GLEASON THEATERCITY HALL NEW WORLD SYMPHONY MUNICIPAL GARAGE MUNICIPAL BUILDINGRETAIL CORRIDOR PARKING P P P P P P A R T P A R K S A R T P A R K S SOUNDSCAPE PARKGARAGE 18TH STREET ESPLANADE 18TH STREET ESPLANADE LINCOLN LANE ECOLOGICAL EDGE DAD E B O U L E V A R D LIGHT RAIL STATION 17TH STREET BOULEVARD MUSEUM OF LATIN AMERICAN CULTURE RESIDENTIAL WASHINGTON AVEMERIDIAN AVEMERIDIAN AVEWASHINGTON AVE ESPLANADEPENNSYLVANIA AVE DREXEL AVE COMMUNITY CENTERHOTEL ENTRY NORTH ENTRANCE WATER WALL LINCOLN MALL ROAD 17TH STREET 18TH STREET 19TH STREET 20 T H S T R E E T 21 S T S T R E E T LINCOLN MALL ROAD 18TH STREET JERUSALEM AVE 17TH STREET THE BOWL 00’40’80’100’20’ ROOF PLAN miami beach convention center public realm Exhibit 1C 54 Exhibit 1D Renovation Program 1. New Outdoor Function Space. Our plan provides 285,000 SF of Outdoor Function Space in 4 areas defined as follows: North Outdoor Exhibit Space: This Event Space is immediately to the north of Exhibit Hall D. In this location outdoor events can remain secure from the public and connect directly into Exhibit Hall D with a seamless transition from inside to outside. West Grade Level Outdoor Function Space: In addition to the North Outdoor Exhibit Space we are providing a contiguous 55 Exhibit 2 direct connection to the west from Exhibit Hall D, the Main Registration Lobby and from our grade level Grand Ballroom. This grade level Outdoor Function Space totals 200,000 SF for use by Trade Shows, Art Basel, and the Boat Show. We have provided outdoor event space directly to the north of the new at grade Grand Ballroom, so that special events such as receptions, cocktail parties, banquets, weddings can all function here, and extend directly into the Botanic Gardens, if desired. Rooftop Outdoor Function Space and Executive Conference Center: We have created a similar Outdoor Function Space at the Executive Conference Center. This area provides approximately 50,000 SF of outdoor space with great views directly to the Botanic Gardens and the Holocaust Memorial. Ballroom Rooftop Outdoor Function Space: Approximately 35,000 SF of outdoor event space with views to the Plaza, Botanic Gardens and Holocaust Memorial. 56 Exhibit 2 Cont. 2. New Executive Conference Center and Business Center. A new Executive Conference Center is provided at the Northwest Corner of the 3rd level, as seen in the diagram above. This location provides the opportunity to create a smaller self contained event. It has great access, adjacent parking and great views. Note the following benefits: · Separate NW Drop-Off and Entry Lobby · Adjacent Parking with easy access. · Separate smaller Exhibit Hall at Hall D (61,000 sf) · Separate Kitchen and Loading Dock · Separate Junior Ballroom (20,000 sf) · Separate Meeting Rooms (10,000 sf) A new Business Center will be provided off the new registration area or in the lobby of the adjacent hotel. 3. Renovated Food Courts/ Concessions. All of the existing concession spaces which serve the Exhibit Hall will either be replaced or completely renovated and updated. A new Food Court will be provided on the Southwest corner of the building off of the main entry lobby, looking into the new plaza. 57 Exhibit 2 Cont. 4. Existing Exhibit Hall Improvements. a. Halls need to be reconfigured so they can be subdivided into four halls from East to West. With this configuration, the skywalk may be removed depending on the master plan for the east side of the center. We are providing 4 halls configured from East to West. This configuration will provide ultimate flexibility with 10 possible room divisions as follows: · 502,000 sf, · 380,000sf, · 356,000 sf, · 263,000 sf, · 239,000 sf, · 146,000 sf, · 122,000 sf, · 117,000 sf, · 73,000 sf · 61,000 sf. 58 Exhibit 2 Cont. We are eliminating ALL convention center functions on the East side of the center. The existing Skywalk will be removed providing a constant clear height within the entire Exhibit Hall. b. One of the subdivided halls needs the capability to be further subdivided for smaller events. We will subdivide two halls in half Hall A to provide two 73,000 sf exhibit halls and Hall D to provide two 61,000 sf exhibit halls. In addition our grade level ballroom can provide an additional 60,000 sf of potential exhibit space which is also sub dividable into smaller sections. 59 Exhibit 2 Cont. c. Each subdivided exhibit hall needs access to approximately nine (9) loading docks (36 in total). We provide 36 docks for 75’ semi-tractors. In addition we are providing 2 truck ramps to provide direct drive in access for semi’s into each of the 4 Exhibit Halls. Note in addition we provide dedicated truck docks to serve the 2 new kitchens and ballrooms. Separating the kitchen and ballroom docks from the exhibit hall docks provide a more efficient service to both elements. 60 Exhibit 2 Cont. d. Each subdivided exhibit hall needs one (1) 30’ x 30’ freight door and four 15’ x 24’ freight doors. A large scale “elephant door” 30’ x 30’access will be provided at Exhibit Hall D to the north directly off the truck service road. With the removal of the center walkway bridge, all four halls will have the same clear ceiling height. Four 15’ x 24’ freight doors will be provided off the loading dock, one into each Exhibit Hall. e. Provide appropriate show offices adjacent to each hall. 6 Show Offices will be provided on the east side of the exhibit hall with views directly into each hall. Two of the suites can be combined for larger show events. 61 Exhibit 2 Cont. f. Repair exhibit floor to provide for 350 lbs. per sf load. Our phasing plan will update each exhibit hall floor in small sections moving from south to north, after we have added the new permanent Exhibit Hall D to the north. With the addition of the new Hall D we will maintain the 502,000 sf of exhibit space throughout the construction period. All 502,000 sf is contiguous without the need for temporary structures. 62 Exhibit 2 Cont. g. Repair/Improve infrastructure under exhibit halls (plumbing, electrical, and data/telecomm) to Class A standards. The infrastructure will be repaired as part of our phasing plan to coincide with the repair to the exhibit hall floor. h. Replace exhibit hall air handlers and install new VFD’s New VFD’s will replace the air handlers. 5. Existing Meeting Rooms/Pre-Function. a. Provide a general renovation of existing meeting spaces and pre- function areas including all finishes (carpet, wall coverings, ceiling, etc.) and fixtures, lighting and lighting controls, sound systems, automatic projector screens, rigging points, etc. We will reuse some of the existing meeting rooms and pre-function areas on levels one and two. The existing spaces will all be updated and the center will have a seamless, unidentifiable transition between the 63 Exhibit 2 Cont. new spaces and the old spaces. b. Install floor power in C123-126 and D128-131. These rooms are being replaced with new meeting rooms and Junior Ballrooms. Floor power will be designed into the new meeting rooms to meet your requirements. 6. Existing Support Areas. a. Carpet replacement throughout the facility. Carpet will be replaced as part of the seamless transition for a new convention center interior. b. Add new restrooms and expand existing to achieve appropriate number of facilities. Existing restrooms will be renovated and updated. New restrooms will be added to supplement the existing and provide the appropriate number of fixtures throughout the center. c. Upgrade and/or expand kitchen facilities to meet Class A standards. A new kitchen will be provided adjacent to the new Grand Ballroom to provide Class A food service for banquets and dinners. It will have its own dedicated loading dock for ease of delivery. A second new kitchen will be provided to serve the Junior Ballrooms and meeting rooms. This kitchen will also have its own dedicated loading dock. d. Renovate concession stands. Existing concession stands will be renovated. New concessions will be added at Hall D. e. Provide for a business center with approximately 1,500 square feet (could be in conjunction with hotel needs). A new Business Center will be provided off the new registration area or in the lobby of the adjacent hotel. 64 Exhibit 2 Cont. f. Locate engineering shops and their offices in best location given hall reconfiguration. We will work with you to define the best possible location for the engineering shops and offices. g. Provide the appropriate number of permanent ticket booths on the exterior of the facility. Ideally one for each hall with at least eight (8) windows. Ticket booths can be located in the west lobby with direct access to the exterior. 7. Infrastructure Improvements. a.-s. We will comply with items a-s as appropriate to our Master Plan. 8. Sustainability Improvements – Advise on and implement viable sustainability measures within the facility. This could include but not limited to solar roof panels, rain water collection, natural light, etc. Achieve LEED certification. We are proud to have completed 2 LEED Gold Convention Centers and 1 Certified center. Our team is comprised of many LEED Accredited Professionals and practice sustainable design as a basis of responsible design. We are certain of the ability to achieve LEED Certification and will strive to achieve Silver or even Gold for the Miami Beach Convention Center. Here are some potential ideas to discuss: Storm Water Retention and Filtration, Water Cisterns, Solar Panels (we have included these on several of our projects, one included a Power Purchase Agreement with a private provider), Day-lighting (we are providing day-light to the exhibit halls and ballrooms which will reduce lighting especially during set-up and take down and to some Meeting Rooms, High Efficiency Lighting, Light Sensors, Sun Shading, Food Composting, Recycling (construction waste and building waste), Green Roof, Geo Thermal Heat Exchange, Local Materials and many more ideas to explore to reduce the operating costs of the center. Building Wellness Delos Building Wellness Certification – Master Developer intends to develop the 65 Exhibit 2 Cont. world’s first Delos Wellness Certified Convention Center. Delos divides all aspects of the built-environment into seven major categories,referred to as Concepts: Air, Water, Light, Nourishment, Fitness, Comfort, and Mind. Combining medical research and architectural and engineering advancements into living environments, Delos sets a new standard to living well. 9. Technology. a. Add a Distributed Antenna System (cell phones) b. Expand Wi-Fi to the entire facility. c. Add digital read boards throughout facility for meeting rooms, exhibit halls. d. Add exterior digital signage and marquee. We will comply with items a.-d. of Technology. These are items to complete the World Class transformation of the Miami Beach Convention Center. 10. ADA- Ensure facility is compliant with all ADA requirements including push button door openers. As a public assembly facility, we work very diligently to provide compliant ADA designs. 66 Exhibit 2 Cont. MEETING ROOMS & AREAS COUNT ROOM AREA (sf)COUNT ROOM AREA (sf) 1 100 3,025 52 214 1,704 2 101 1,803 53 215 1,834 3 102 1,803 54 216 1,834 4 103 1,826 55 217 2,064 5 104 1,816 56 218 10,638 6 105 1,921 57 219 1,177 7 106 1,886 58 220 1,100 8 107 1,886 59 221 1,100 9 108 1,824 60 222 1,434 10 109 1,830 61 223 1,021 11 110 1,861 62 224 971 12 111 1,843 63 225 914 13 112 1,909 64 226 910 14 113 1,872 65 227 909 15 114 1,876 66 228 769 16 115 1,216 67 229 733 17 116 1,107 68 230 1,036 18 117 1,920 69 231 929 19 118 1,142 70 232 929 20 119 1,140 71 233 937 21 120 1,102 72 234 937 22 121 1,283 73 235 20,605 23 122 1,140 74 W200 1,501 24 123 1,139 75 W201 1,198 25 124 1,135 76 W202 1,400 26 125 1,131 77 W203 1,399 27 126 1,290 78 W204 1,203 28 127 1,158 79 W205 1,501 29 128 1,158 80 W206 1,125 30 129 1,253 81 W207 1,465 31 130 1,167 82 W208 1,465 32 131 1,168 83 W209 1,465 33 132 1,221 84 W210 1,465 34 133 1,099 85 W211 1,461 35 134 1,142 86 W212 1,469 36 135 1,559 87 W213 1,465 37 W100 60,000 88 300 2,639 38 200 1,876 89 301 1,291 39 201 1,876 90 302 1,021 40 202 2,013 91 303 1,000 41 203 1,861 92 304 1,073 42 204 1,944 93 305 1,087 43 205 1,947 94 306 1,008 44 206 1,834 95 307 1,040 45 207 1,865 96 308 965 46 208 1,845 97 309 1,478 47 209 1,913 98 310 1,387 48 210 1,880 99 311 20,054 49 211 1,880 100 312 1,288 50 212 1,145 101 313 1,129 51 213 1,189 102 314 1,141 Total 251,387 67 Exhibit 3 MEETING ROOM DIVISION FOR BALLROOMS EXHIBIT HALLS ( Divisions included in Room Count Tabulations) ( NOT included in Room Count Tabulations) BALLROOM DIVISION AREA HALL AREA W101 A 10,000 A1 73,629 W101 B 10,000 A2 73,629 W101 C 20,000 B 116,535 W101 D 20,000 C 116,882 W101 TOTAL 60,000 D 121,914 TOTAL 502,589 218 A 1,293 218 B 1,328 218 C 3,103 218 D 4,911 218 TOTAL 10,635 235 A 3,370 235 B 3,456 235 C 6,834 235 D 6,760 235 TOTAL 20,420 311 A 3,385 311 B 3,305 311 C 6,710 311 D 6,655 311 TOTAL 20,055 MEETING ROOM TOTALS LEVEL AREA OF MEEETING ROOMS (sf) ROOM COUNT 1 114,651 41 2 99,135 58 3 37,601 19 TOTAL 251,387 118 68 Exhibit 3 Cont. 69 Exhibit 3 Cont. 70 Exhibit 3 Cont. 71 Exhibit 3 Cont. HOTEL PROGRAM Total Areas A Guest Room Floors 428,047 B Public Areas 12,385 C Restaurants & Bars (Net)20,900 D Total Meeting & Function Space 111,265 E Recreational 16,119 F Admin Offices (Public access)8,075 G Back of House / Service Support Areas 72,582 H Plant & Equipment 42,627 Total 712,000 Total Keys 800 Total GFA / Key 890 Guestroom GFA / Key 535 Total Function Space Per Key 139 Net Function Space Per Key 87 Room Mix - Net Guestroom Space # Units Avg Net SF Total SF Typical King Rooms 440 351 154,465 Double Queen Rooms 300 376 112,817 Two Bay Suites 36 701 25,238 Multi-Bay Villas 24 1226 29,425 Total 321,945 Food & Beverage Outlets # Seats Total SF Full-Day Dining 280 5,992 Sepcialty Restaurant 150 4,815 Buffet 350 Café/Grab & Go 1,055 Lobby Bar 160 3,200 Rooftop Bar 150 2,889 F&B Support 16,766 Kitchens 16,201 Total 51,268 Meeting & Function Space Total SF Ballroom A 30,000 Ballroom B 20,000 Meeting Rooms Type A 9,600 Meeting Rooms Type B 6,400 Board Room A 2,400 Board Room B 1,500 Ballroom/Meeting Room Prefunction 23,100 Board Rooms Prefunction 1,365 Storage 10,485 72 Exhibit 4 Business Center 770 Other 5,645 Total Rentable 69,900 Total Rentable Per Key 87 Tota Meeting & Function Space 111,265 Tota Meeting & Function Space Per Key 139 Recreation Fitness Center/Gym 3538 Aerobic Studio 700 Spa 10300 Other 1581 Total 16,119 Other Admin, Back of House, Plant & Equipment Total 211,403 Grand Total 712,000 73 Exhibit 4 Cont. 74 +0’ 1/128”=1’ tabloid Exhibit 5 75 +16’/+20’ 1/128”=1’ tabloid Exhibit 5 Cont. 76 +34’ 1/128”=1’ tabloid Exhibit 5 Cont. 77 +44’’ 1/128”=1’ tabloid Exhibit 5 Cont. 78 +54’ 1/128”=1’ tabloid Exhibit 5 Cont. 79 +64’ 1/128”=1’ tabloid Exhibit 5 Cont. 80 +74’ 1/128”=1’ tabloid Exhibit 5 Cont. 81 +84’ 1/128”=1’ tabloid Exhibit 5 Cont. 82 +94’ 1/128”=1’ tabloid Exhibit 5 Cont. 83 +104’ 1/128”=1’ tabloid Exhibit 5 Cont. 84 +114’ 1/128”=1’ tabloid Exhibit 5 Cont. 85south elevationeast elevationnorth elevationwest elevationelevationsCONVENTION CENTER ENTRYRESIDENTIAL ENTRYRESIDENTIAL ENTRYRESIDENTIAL ENTRYCOMMUNITY CENTERGLEASON THEATER+64 FT+124 FTCONVENTION CENTER ENTRYCONVENTION CENTER ENTRYGLEASON THEATERCONVENTION CENTER ENTRY+64 FT+124 FTCONVENTION HALL DCONVENTION CENTER ENTRYWEST BALLROOMCOMMUNITY CENTERWASHINGTON AVERESIDENTIAL NEIGHBORHOOD+64 FT+64 FTCONVENTION CENTER ENTRYHOTEL ENTRYWASHINGTON AVE+124 FT+124 FTRESIDENTIAL NEIGHBORHOODWEST BALLROOM1”=100’ tabloidExhibit 5 Cont. Relacement Parking Hotel Retail Residential Total Parking - Per Code and City Direction Hotel - 1,090 - - 1,090 Retail - - 201 - 201 Residential - - - 495 495 Total Code Required - 1,090 201 495 1,785 Replacement Parking 2,490 - - - 2,490 Total Code and Replacement Parking 2,490 1,090 201 495 4,275 Shared Use Impact Reduction - (436) (45) - (481) Total Stalls 2,490 654 156 495 3,794 86 Exhibit 6 87PRE-FUNCTION1”=200’ tabloid all parking Exhibit 6 Cont. 88PRE-FUNCTION1”=200’ tabloid ballroom parking Exhibit 6 Cont. 89PRE-FUNCTION1”=200’ tabloid 17th st parking Exhibit 6 Cont. 90PRE-FUNCTION1”=200’ tabloid hotel and cc parking Exhibit 6 Cont. Miami Beach Convention Center District Page 1 TRANSPORTATION The redevelopment of the 52-acre Convention Center district is an exciting opportunity for Miami Beach. This type of growth and activity is crucial to the long-term success of the region; however, as more businesses and visitors are attracted to Miami Beach, existing traffic and transportation issues to accommodate increasing demand need to be addressed. Building our way out of congestion isn’t effective or feasible in an urban environment. Rather, a multi-modal approach is needed to improve the City of Miami Beach’s transportation system. The traffic and transportation issues for Miami Beach are complex and will take a comprehensive approach to managing them. Moreover, a system centered on creating connectivity is essential since it will help keep people out of their cars once arriving to the area. TRANSIT Miami Beach is faced with a unique challenge: essentially the only way to get to Miami Beach from the mainland is by automobile. The cities of Miami Beach and Miami are considering the implementation of a rail system to connect the mainland to Miami Beach. This would provide an excellent, long- term solution of giving people a non-auto option to travel to/from Miami Beach. A transit stop adjacent to the site on 17th Street has been incorporated into the Portman- CMC master plan. The South Beach Local, the local transit circulator, also has potential for better ridership. This can occur by incorporating shorter headways, smart technology for real-time route information, and possibly becoming fare-free. If people are going to leave their cars behind once they are on Miami Beach, a top-notch, user-friendly local circulator is crucial. WALKING AND BIKING Another key aspect of keeping visitors out of their cars is creating an environment that is pedestrian and bike-friendly. By introducing landscaping and shading to connect key attractions such as SoundScape Park, the Holocaust Memorial, the Botanical Gardens and Lincoln Road, these areas will instantly become more walkable. Biking will also be made a better option for businesses, visitors, and residents, by adding amenities like covered biking racks and locker rooms. TRANSPORTATION MANAGEMENT PLAN Large events at the Miami Beach Convention Center (MBCC) district create a need to plan for ways to move vehicles in and out of the area more efficiently. A Transportation Management Plan (TMP) will help address this challenge by effectively and safely managing vehicular and pedestrian movements during events, providing patrons with a positive transportation experience. Components of a TMP may include: · police control at intersections 91 Exhibit 7A Miami Beach Convention Center District Page 2 · temporary street modifications · special event signal timing plans · surface street directional signage · parking/valet directional signage · bus/taxi/limo staging areas · pedestrian management · smart parking technology · public information program Developing a TMP is comprehensive and involves many groups and organizations, including city police, city fire, city planning and public works, FDOT, Miami-Dade County, and other stakeholders. DPAs experience in developing the AmericanAirlines Arena TMP for the Miami HEAT will serve as a template for the MBCC district. The TMP will be developed for different size events at the convention center; the most comprehensive plans will be for large-scale events like Art Basel. PARKING New parking areas will be introduced to the site. These areas have been planned for different locations within the property. It is critical that parking opportunities are spread throughout the site so that traffic is not concentrated in one area. “Smart” parking has come to the forefront of the parking industry and has been implemented throughout the country in places like New York City, Pittsburgh, San Francisco, Indianapolis, and many other places. Smart parking: · gets drivers to their destination without searching for parking · gives real-time data for parking availability · provides routes to parking areas · simplifies parking payment · provides parking costs This is important because studies have shown that up to 30% of traffic congestion in urban areas is caused by motorists searching for parking. Smart parking technologies would help get drivers to their destination without searching for parking, providing them with real-time data for parking availability via the Internet, smart phone apps, and/or street signage. RESIDENTIAL STREET PROTECTION Protecting residential streets from traffic intrusion is critical. There are 14 homeowners associations within the MBCC district area. These neighborhoods need to be protected from unnecessary congestion, cut-through traffic, and speeding. Traffic calming strategies and devices must be put in place to protect the livability of these residential communities. For example, the northbound approach of Convention Center Drive at Dade Boulevard could be modified to only allow eastbound and westbound turns. This modification would protect Prairie Avenue and the residential areas to the north from cut-through traffic. 92 Exhibit 7A Cont. Miami Beach Convention Center District Page 3 TRAFFIC STUDY The expansion of the MBCC is anticipated to affect traffic conditions on the adjacent roadway network. To measure the extent of the impacts, a traffic analysis was conducted to evaluate the existing conditions of nine intersections and how the traffic generated by the project will affect them. The Portman-CMC redevelopment master plan includes the expansion of the existing exhibition area and the preservation of the existing theater, as well as the addition of a hotel with restaurants and ballroom areas, residential units, retail space, and cultural facilities. Project trips were estimated for the new development using the Institute of Transportation Engineer’s (ITE) Trip Generation Manual 9th Edition, which does not provide trip generation rates for a Convention Center use. Therefore, the trip generation for the expansion of the Convention Center component was estimated based on an average event attendance and an average auto occupancy rate. Since the project is a multi-use development, some of the project trips are satisfied (internally) within the site. For example, hotel guests can satisfy their dining or shopping needs within or near the site thus reducing the number of vehicular trips. The project also proposes a multi-modal approach by enhancing the pedestrian and bicyclist experience and improving the transit conditions in the area. Therefore, future project trips will be accomplished by using other modes instead of passenger vehicles. The trips were distributed and assigned to the roadway network based on the transportation model used in the Miami Urban Area Transportation Study, as well as existing traffic patterns on the MacArthur, Venetian, and Julia Tuttle Causeways. Next, Highway Capacity Software (HCS+) was used to perform the intersection capacity analysis to determine the Level of Service (LOS) for the existing and proposed conditions. The LOS is a qualitative assessment of the intersection operation conditions and is represented by the letters A through F, where A is no congestion and F is the most congested conditions. The intersections studied all meet the City’s adopted LOS standard for the future conditions with the project. The project trip distribution, levels of service analyses, and site access and circulation are shown in attached exhibits. 93 Exhibit 7A Cont. MIAMI BEACH CONVENTION CENTER Project Trip Distribution MBCC Julia Tuttle Causeway Venetian Causeway Mac A r t h u r C a u s e w a y 94 Exhibit 7A Cont. MIAMI BEACH CONVENTION CENTER Existing - Level of Service Dade B o ul e v ar d Dade B o ul e v ar d Washington AveWashington AveConvention Center DrN. M ich igan AveAlton Rd17th St 19th St 17th St Meridian AveMeridian AveMeridian AvePrarie AveAM - D PM - D AM - B PM - B AM - B PM - B AM - B PM - C AM - B PM - B AM - C PM - CAM - C PM - D AM - D PM - D AM - C PM - D Alton Rd95 Exhibit 7A Cont. MIAMI BEACH CONVENTION CENTER Future with Project - Level of Service Dade B o ul e v ar d Dade B o ul e v ar d Washington AveWashington AveConvention Center DrN. M ich igan AveAlton RdAlton Rd17th St 19th St 17th St Meridian AveMeridian AveMeridian AvePrarie AveAM- C PM - D AM - B PM - B AM - B PM - C AM - B PM - B AM - C PM - CAM - C PM - D AM - D PM - D AM - D PM - D AM - B PM - C 96 Exhibit 7A Cont. 97 MIAMI BEACH CONVENTION CENTER Access and Circulation IN OUT Transit Station Drop-off Area Parking Exhibit 7A Cont. introduction Space Syntax is a London-based consultancy providing services in spatial planning, transport and property development. Combining extensive global experience with robust and sophisticated technologies, Space Syntax forecasts the impact of design decisions on the interaction of people with their built environment. Space Syntax constructed a Spatial Accessibility Model of the site and its urban setting .This model measures the ease of access to and through the site, which helps evaluate the network of existing and future pedestrian linkages. In this study, the Spatial Accessibility Model serves as an integrated framework for the combined analysis of pedestrian access, land use strategy and parking provision. This approach enables the team to address the following key questions: • How is the site embedded in the public realm network of the surrounding city? • How is the proposed scheme likely to be accessed and used? • What are the potential impacts of the proposed scheme on pedestrian movement patterns in the local area? SPACE SYNTAX ACCESSIBILITY MODELLING Space Syntax software calculates ‘relationships’ between spaces within a given street network. The street network is broken down into street segments between all intersections. The distance between segments is measured based on both metric (least length) and angular (least angle change) distance. Resulting “spatial accessibility values” assigned to each segment refl ect the hierarchy of routes, which represents how easy it is to travel between them. The Space Syntax approach was used to explain existing movement patterns and forecast future scenarios by demonstrating the relative infl uence of a number of key factors: Parking Provision – the distribution and capacity of parking provision Local Spatial Accessibility – the permeability of the pedestrian movement network Land Use Attraction – the location of diff erent land uses and active frontages conclusion The analysis concludes that the masterplan will transform this area into a continuous, highly walkable pedestrian environment. Combined with a decentralised parking strategy developed by Plummer and Associates, overall traffi c issues are well addressed and the need for driving should be reduced in favour of sustainable travel modes. The masterplan will also benefi t its immediate context, as it will be well linked into the improved network of existing and new public spaces and amenities. 98 Exhibit 7B site location The site is in a strategic location in relation to Miami as a whole and within Miami Beach. 17th Street is a key linkage to the causeway and Downtown, but also a locally important place and the location of City Hall. high low Spatial accessibility Julia Tuttle Causeway NE 15th Street Venetian IslandVenetian Island Miami BeachMiami Beach South BeachSouth Beach MiamiMiami DowntownDowntown Little HavanaLittle Havana Mia m i R i v e r Ma c A r t h u r C a u s e w a y 99 Exhibit 7B Cont. Parking provision The provision of parking infl uences signifi cantly how a large percentage of pedestrians approach the key destinations in the area in their vehicles, and also impacts on the walking patterns to the ultimate site destinations. The existing parking provision is concentrated to the south of 17th Street and to the west of City Hall (garages) and on the surface car parks to the west and south of the Convention Center. Existing Convention Convention CenterCenter parking spaces P32P32 P33P33 G7G7 P29P29 G5G5 G9G9P27P27 100 Exhibit 7B Cont. The proposed parking provision increases capacity but replaces surface car parks with garages. Additional capacity is provided within the Convention Center complex along the eastern edge of the site. Compared to the current situation, parking related traffi c is expected to disperse more evenly throughout the site instead of concentrating in a small area. proposed Convention Convention CenterCenter 5 - 7 minutes walking catchment (500M) from the centre of the public space. P27P27 G7G7 G9G9 P33P33 Convention Convention CenterCenter HotelHotel Parking Parking under under ballroomballroom New 17th New 17th StreetStreet 101 Exhibit 7B Cont. local spatial accessibility Existing Local spatial accessibility measures represent the ease of use of an area at the pedestrian scale and demonstrate its ‘walkability’ in terms of wayfi nding, circulation convenience and permeability of the movement network. The focus of the analysis is a 5 to 7 minutes walking catchment area centred on the forecourt of the Convention Center. The site is well embedded in a distributed grid structure with good accessibility on 17th Street and Lincoln Road Mall in east-west direction to the south of the Convention Center. Washington Avenue Meridian Avenue and Pennsylvania Avenue are key linkages in north-south direction. Currently pedestrian access between the Jackie Gleason Theatre and the Convention Center and along the northern edge of the site is limited. high low Spatial accessibility Convention Convention CenterCenter 102 Exhibit 7B Cont. proposed The masterplan introduces a dense network of pedestrian routes connecting all key destinations of the area within a 5 to 7 minutes walking radius. Pedestrian routes converge from all approaches in the centre of the site where a public plaza creates a focal point in terms of wayfi nding and orientation. This improved route network leads to an increase in overall pedestrian accessibility of the area, and improves linkages to the wider context, including Lincoln Road Mall. Convention Convention CenterCenter 103 Exhibit 7B Cont. land use attraction The provision of a continuously activated ground level zone encourages walking between destinations in close proximity to each other. On the other hand, a car-oriented building interface and public realm and related severance encourage car journeys, even between destinations in relative close proximity. A number of popular pedestrian destinations are located within and in close proximity to the site, including retail, culture and leisure uses. However, pedestrian severance between them is caused by a largely vehicle- oriented public realm, including the existing large surface car parks and long stretches of non-active, blank building frontages. Existing Convention Convention CenterCenter 104 Exhibit 7B Cont. The proposal is interconnecting pedestrian destinations with continuously activated, highly improved public realm environment. Within the local catchment area active frontage length has been increased by 146% and the number of active entrances by at least 75%. Together these measures increase the size of a continuously attractive walking environment, encouraging people to walk and reducing the need for individual car journeys. proposed Convention Convention CenterCenter 105 Exhibit 7B Cont. 106PRE-FUNCTION1”=200’ tabloid master plan Ground Lease Areas Residential - 74,500 Sqft Retail - 312,600 Sqft Hotel - 183,500 Sqft Theater - 43,000 Sqft Total - 613,600 Sqft * The Residential, Hotel, and Parking will require additional TBD air rights to accommodate upper floors that overhang, but do not touch the ground. Exhibit 8 107PRE-FUNCTION1”=200’ tabloid master plan Ground Lease Areas East Residential - 10,000 Sqft West Residential - 64,500 Sqft Total - 74,500 Sqft sf 10,000 sf 64,500 sf Exhibit 8 Cont. 108PRE-FUNCTION1”=200’ tabloid master plan 183,500 sf Ground Lease Areas Hotel - 183,500 Sqft Exhibit 8 Cont. 109PRE-FUNCTION1”=200’ tabloid master plan Ground Lease Areas Plaza - 177,000 Sqft 17th St. - 135,600 Sqft Total - 312,600 Sqft 23,500 sf 153,500 sf 135,600 sf Exhibit 8 Cont. 110PRE-FUNCTION1”=200’ tabloid master plan 43,000 sf Ground Lease Areas Theater - 43,000 Sqft Exhibit 8 Cont. Ground Lease Payments Total Year Base Rent Variable Rent Base Rent Variable Rent Base Rent Variable Rent 2015 $0 $0 $0 $0 $0 $0 $0 2016 $0 $0 $1,031,491 $0 $167,544 $0 $1,199,034 2017 $1,628,187 $254,669 $6,312,722 $240,117 $341,789 $39,461 $8,816,945 2018 $2,847,001 $659,917 $6,438,976 $789,659 $348,625 $68,301 $11,152,480 2019 $2,903,941 $1,076,785 $6,567,756 $868,018 $355,598 $73,837 $11,845,933 2020 $2,962,020 $1,297,487 $6,699,111 $949,904 $362,710 $79,608 $12,350,839 2021 $3,021,260 $1,323,436 $6,833,093 $968,902 $369,964 $81,200 $12,597,856 2022 $3,081,685 $1,349,905 $6,969,755 $988,280 $377,363 $82,824 $12,849,813 2023 $3,143,319 $1,376,903 $7,109,150 $1,008,046 $384,910 $84,480 $13,106,809 2024 $3,206,185 $1,404,441 $7,251,333 $1,028,207 $392,608 $86,170 $13,368,945 2025 $3,270,309 $1,432,530 $7,396,360 $1,048,771 $400,461 $87,893 $13,636,324 2026 $3,335,715 $1,461,181 $7,544,287 $1,069,746 $408,470 $89,651 $13,909,051 2027 $3,402,430 $1,490,404 $7,695,173 $1,091,141 $416,639 $91,444 $14,187,232 2028 $3,470,478 $1,520,213 $7,849,076 $1,112,964 $424,972 $93,273 $14,470,976 2029 $3,539,888 $1,550,617 $8,006,058 $1,135,223 $433,471 $95,139 $14,760,396 2030 $3,610,686 $1,581,629 $8,166,179 $1,157,928 $442,141 $97,041 $15,055,604 2031 $3,682,899 $1,613,262 $8,329,503 $1,181,086 $450,984 $98,982 $15,356,716 2032 $3,756,557 $1,645,527 $8,496,093 $1,204,708 $460,003 $100,962 $15,663,850 2033 $3,831,688 $1,678,437 $8,666,014 $1,228,802 $469,203 $102,981 $15,977,127 2034 $3,908,322 $1,712,006 $8,839,335 $1,253,378 $478,588 $105,041 $16,296,670 2035 $3,986,489 $1,746,246 $9,016,121 $1,278,446 $488,159 $107,142 $16,622,603 2036 $4,066,218 $1,781,171 $9,196,444 $1,304,015 $497,922 $109,284 $16,955,055 2037 $4,147,543 $1,816,795 $9,380,373 $1,330,095 $507,881 $111,470 $17,294,156 2038 $4,230,494 $1,853,131 $9,567,980 $1,356,697 $518,039 $113,699 $17,640,039 2039 $4,315,103 $1,890,193 $9,759,340 $1,383,831 $528,399 $115,973 $17,992,840 2040 $4,401,405 $1,927,997 $9,954,527 $1,411,507 $538,967 $118,293 $18,352,697 2041 $4,489,434 $1,966,557 $10,153,617 $1,439,738 $549,747 $120,659 $18,719,751 2042 $4,579,222 $2,005,888 $10,356,689 $1,468,532 $560,742 $123,072 $19,094,146 2043 $4,670,807 $2,046,006 $10,563,823 $1,497,903 $571,956 $125,533 $19,476,029 2044 $4,764,223 $2,086,926 $10,775,100 $1,527,861 $583,396 $128,044 $19,865,549 thereafer $709,763,969 $310,905,876 $1,605,251,843 $227,617,548 $86,913,051 $19,075,737 $2,959,528,024 Total $812,017,477 $354,456,137 $1,840,177,322 $259,941,052 $99,744,302 $21,807,196 $3,388,143,486 30yr NPV @ 5%$45,905,356 $19,076,259 $107,030,509 $14,326,918 $5,896,258 $1,219,990 $193,455,290 99yr NPV @ 5%$78,313,135 $33,272,202 $180,326,209 $24,719,922 $9,864,702 $2,090,987 $328,587,157 Residential & Residential ParkingRetail, 17th St Garage, & Other Parking Hotel & Hotel Parking 111 Exhibit 9 City of Miami Beach FloridaPublic Funds Sources and UsesResort Tax Convention ConventionAdditional 1% Center Center Parking Private CRA CountyIssuance Issuance (Hotel) Issuance (Other) Issuance Contribution Contribution Contribution TotalSourcesPar Amount 231,355,000$ 70,349,516$ 101,980,484$ 42,040,000$ -$ -$ -$ 445,725,000$ Premium 25,468,783 7,812,362 11,325,003 3,654,866 - - - 48,261,015 Private Contribution - - - - 32,075,555 - - 32,075,555 County Contribution - - - - - - 53,600,000 53,600,000 CRA Contribution - - - - - 76,872,265 - 76,872,265 Total Sources 256,823,783$ 78,161,879$ 113,305,487$ 45,694,866$ 32,075,555$ 76,872,265$ 53,600,000$ 656,533,835$ UsesConvention Center497,958,672$ Public Space17,271,876 Convention Center* 232,636,752$ 62,099,903$ 90,021,629$ -$ -$ 76,872,265$ 53,600,000$ 515,230,548$ Parking30,376,668 Public Space5,634,225 Parking*- - - 36,010,893 - - - 36,010,893 Public Space - - - - 32,075,555 - - 32,075,555 Debt Service Reserve Fund 20,716,707 6,250,699 9,061,176 5,231,435 - - - 41,260,017 Capitalized Interest Fund - 8,754,256 12,690,397 3,818,496 - - - 25,263,148 Cost of Issuance 3,470,325 1,057,021 1,532,285 634,042 - - - 6,693,674 Total Uses 256,823,783$ 78,161,879$ 113,305,487$ 45,694,866$ 32,075,555$ 76,872,265$ 53,600,000$ 656,533,835$ 112Exhibit 10A City of Miami Beach FloridaSummary of Center Bonds Cash Flows3/1/2015 Issuance Date; Fully Funded DSRF; Cap-I through 9/2017 for Project FinancingE+F(C+D)/(E+F)ABCDEFGHI2015 NetExisting Additional 1% Project 2015 Net ProjectProject &Resort Tax Resort Tax Specific Resort Tax 1% Revenue Total 1% Resort Tax Project OnlyYear Revenues Revenue Revenues Debt Service Debt Service Debt Service DS Coverage DS Coverage2014 58,482,349 10,726,123 - - - - 2015 60,821,643 11,155,168 1,597,239 (5,672,141) - (5,672,141) 2.25x2016 62,038,076 11,378,272 4,629,935 (11,374,283) - (11,374,283) 1.41x2017 63,278,837 11,605,837 13,946,726 (11,603,553) - (11,603,553) 2.20x2018 64,544,414 11,837,954 17,433,674 (11,837,624) (7,472,727) (19,310,351) 1.52x 2.33x2019 65,835,302 12,074,713 18,501,210 (12,070,024) (9,083,143) (21,153,167) 1.45x 2.04x2020 67,152,008 12,316,207 19,269,049 (12,313,024) (9,311,893) (21,624,917) 1.46x 2.07x2021 68,495,048 12,562,531 19,654,430 (12,560,524) (9,511,643) (22,072,167) 1.46x 2.07x2022 69,864,949 12,813,782 20,047,518 (12,811,524) (9,718,143) (22,529,667) 1.46x 2.06x2023 71,262,248 13,070,058 18,757,478 (13,070,024) (9,930,393) (23,000,417) 1.38x 1.89x2024 72,687,493 13,331,459 19,132,627 (13,329,774) (10,142,393) (23,472,167) 1.38x 1.89x2025 74,141,243 13,598,088 19,515,280 (13,594,774) (10,358,393) (23,953,167) 1.38x 1.88x2026 75,624,068 13,870,050 19,905,586 (13,868,774) (10,582,393) (24,451,167) 1.38x 1.88x2027 77,136,549 14,147,451 20,303,697 (14,145,274) (10,813,143) (24,958,417) 1.38x 1.88x2028 78,679,280 14,430,400 20,709,771 (14,428,024) (11,044,393) (25,472,417) 1.38x 1.88x2029 80,252,866 14,719,008 21,123,967 (14,715,524) (11,285,143) (26,000,667) 1.38x 1.87x2030 81,857,923 15,013,388 21,546,446 (15,011,274) (11,513,893) (26,525,167) 1.38x 1.87x2031 83,495,082 15,313,656 21,977,375 (15,308,524) (11,750,143) (27,058,667) 1.38x 1.87x2032 85,164,983 15,619,929 22,416,922 (15,615,774) (11,987,393) (27,603,167) 1.38x 1.87x2033 86,868,283 15,932,327 22,865,261 (15,931,024) (12,224,393) (28,155,417) 1.38x 1.87x2034 88,605,649 16,250,974 23,322,566 (16,247,274) (12,474,893) (28,722,167) 1.38x 1.87x2035 90,377,762 16,575,993 23,789,017 (16,572,774) (12,721,893) (29,294,667) 1.38x 1.87x2036 92,185,317 16,907,513 24,264,798 (16,905,274) (12,979,143) (29,884,417) 1.38x 1.87x2037 94,029,023 17,245,663 24,750,094 (17,242,524) (13,244,643) (30,487,167) 1.38x 1.87x2038 95,909,604 17,590,577 25,245,096 (17,587,274) (13,506,393) (31,093,667) 1.38x 1.87x2039 97,827,796 17,942,388 25,749,997 (17,942,024) (13,782,893) (31,724,917) 1.38x 1.87x2040 99,784,352 18,301,236 26,264,997 (18,299,024) (14,056,643) (32,355,667) 1.38x 1.87x2041 101,780,039 18,667,261 26,790,297 (18,665,774) (14,340,893) (33,006,667) 1.38x 1.87x2042 103,815,640 19,040,606 27,326,103 (19,039,274) (14,633,143) (33,672,417) 1.38x 1.87x2043 105,891,952 19,421,418 27,872,625 (19,416,524) (14,925,893) (34,342,417) 1.38x 1.87x2044 108,009,791 19,809,846 28,430,078 (19,807,817) (5,450,018) (25,257,835) 1.91x 5.22xTotal 2,525,899,572 463,269,875 627,139,861 (446,987,007) (308,846,076) (755,833,083) 113Exhibit 10B $0m $10m $20m $30m $40m $50m $60m 2014201520162017201820192020202120222023202420252026202720282029203020312032203320342035203620372038203920402041204220432044Miami Beach Convention Center District Public Finance Cash Flow Analysis Target Bond Model New 1% Resort Tax Grown at 2% Target Debt Service Debt Service + Ops ($1.5mm) + cap Ex ($3mm growing at 2%) + Lost Parking Revenues ($3.8mm) * *All projections assume 2% growth. Total Sources ($MM’s) County G.O. $53.6 RDA ($90mm PV at 3%) $76.9 Private $32.0 Bond Offering $494.0 Total $656.5 Total Sources ($MM’s) County G.O. $53.6 RDA ($90mm PV at 3%) $76.9 Private $32.0 Bond Offering $494.0 Total $656.5 114 Exhibit 10C Summary of Center Bonds Revenues and PILOT Payments Resort Resort City County Ground Tax-Occ Tax-F&B Property Tax Property Tax Year Lease 3%2%28.3%22.05%Total 2015 $0 $0 $0 $897,753 $699,486 $1,597,239 2016 1,199,034 0 69,990 1,889,052 1,471,859 4,629,935 2017 8,816,945 841,471 859,597 1,927,161 1,501,551 13,946,726 2018 11,152,480 1,549,562 1,234,345 1,965,704 1,531,582 17,433,674 2019 11,845,933 1,728,017 1,360,027 2,005,018 1,562,214 18,501,210 2020 12,350,839 1,846,440 1,433,193 2,045,119 1,593,458 19,269,049 2021 12,597,856 1,883,369 1,461,857 2,086,021 1,625,328 19,654,430 2022 12,849,813 1,921,036 1,491,094 2,127,742 1,657,834 20,047,518 2023 13,106,809 1,959,457 1,520,916 2,170,297 0 18,757,478 2024 13,368,945 1,998,646 1,551,334 2,213,702 0 19,132,627 2025 13,636,324 2,038,619 1,582,361 2,257,976 0 19,515,280 2026 13,909,051 2,079,391 1,614,008 2,303,136 0 19,905,586 2027 14,187,232 2,120,979 1,646,288 2,349,199 0 20,303,697 2028 14,470,976 2,163,399 1,679,214 2,396,183 0 20,709,771 2029 14,760,396 2,206,667 1,712,798 2,444,106 0 21,123,967 2030 15,055,604 2,250,800 1,747,054 2,492,988 0 21,546,446 2031 15,356,716 2,295,816 1,781,995 2,542,848 0 21,977,375 2032 15,663,850 2,341,732 1,817,635 2,593,705 0 22,416,922 2033 15,977,127 2,388,567 1,853,988 2,645,579 0 22,865,261 2034 16,296,670 2,436,338 1,891,067 2,698,491 0 23,322,566 2035 16,622,603 2,485,065 1,928,889 2,752,461 0 23,789,017 2036 16,955,055 2,534,766 1,967,467 2,807,510 0 24,264,798 2037 17,294,156 2,585,462 2,006,816 2,863,660 0 24,750,094 2038 17,640,039 2,637,171 2,046,952 2,920,933 0 25,245,096 2039 17,992,840 2,689,914 2,087,891 2,979,352 0 25,749,997 2040 18,352,697 2,743,712 2,129,649 3,038,939 0 26,264,997 2041 18,719,751 2,798,587 2,172,242 3,099,718 0 26,790,297 2042 19,094,146 2,854,558 2,215,687 3,161,712 0 27,326,103 2043 19,476,029 2,911,650 2,260,001 3,224,946 0 27,872,625 2044 19,865,549 2,969,883 2,305,201 3,289,445 0 28,430,078 Total $428,615,462 $63,261,072 $49,429,554 $74,190,460 $11,643,313 $627,139,861 115 Exhibit 10D City of Miami Beach FloridaSummary of Parking Bonds Cash Flows3/1/2015 Issuance Date; Fully Funded DSRF; Cap-I through 9/2017 for Parking BondsB+CE+FD+G(B+C)/(E+F)ABCDEFGHIJExistingParkingProjectTotalExistingTotalNetProjectGrossEnterpriseParkingParkingParkingParkingParkingParkingParkingParkingDateNet RevenuesRevenuesRevenuesDebt ServiceDebt Service TEDebt ServiceCashflowDS CoverageDS Coverage201421,467,715 - 21,467,715 (3,243,863) - (3,243,863) 18,223,852 6.62x201522,111,746 - 22,111,746 (3,239,663) - (3,239,663) 18,872,083 6.83x201622,553,981 - 22,553,981 (3,243,463) - (3,243,463) 19,310,518 6.95x201723,005,061 2,312,947 25,318,007 (3,244,863) - (3,244,863) 22,073,144 7.80x201823,465,162 2,330,565 25,795,727 (3,239,113) (1,800,328) (5,039,441) 20,756,286 1.29x5.12x201923,934,465 2,401,867 26,336,332 (3,245,513) (2,006,799) (5,252,312) 21,084,020 1.20x5.01x202024,413,154 2,477,217 26,890,372 (3,244,113) (2,069,049) (5,313,162) 21,577,210 1.20x5.06x202124,901,417 2,556,548 27,457,966 (3,242,863) (2,138,049) (5,380,912) 22,077,054 1.20x5.10x202225,399,446 2,638,748 28,038,194 (3,132,363) (2,203,299) (5,335,662) 22,702,532 1.20x5.25x202325,907,435 2,723,523 28,630,958 (2,230,763) (2,274,799) (4,505,562) 24,125,397 1.20x6.35x202426,425,583 2,810,955 29,236,538 (2,231,163) (2,347,049) (4,578,212) 24,658,326 1.20x6.39x202526,954,095 2,901,123 29,855,218 (2,233,663) (2,424,799) (4,658,462) 25,196,757 1.20x6.41x202627,493,177 2,994,113 30,487,290 (2,234,019) (2,502,549) (4,736,568) 25,750,723 1.20x6.44x202728,043,041 3,090,013 31,133,053 (2,233,375) (2,580,049) (4,813,424) 26,319,630 1.20x6.47x202828,603,901 3,188,910 31,792,812 (2,230,419) (2,667,049) (4,897,468) 26,895,344 1.20x6.49x202929,175,979 3,290,899 32,466,878 (2,230,150) (2,747,799) (4,977,949) 27,488,930 1.20x6.52x203029,759,499 3,396,074 33,155,573 (2,232,338) (2,837,299) (5,069,637) 28,085,936 1.20x6.54x203130,354,689 3,463,995 33,818,684 (2,231,750) (2,894,799) (5,126,549) 28,692,136 1.20x6.60x203230,961,783 3,533,275 34,495,058 (2,233,250) (2,951,549) (5,184,799) 29,310,259 1.20x6.65x203331,581,018 3,603,941 35,184,959 (2,231,250) (3,012,299) (5,243,549) 29,941,410 1.20x6.71x203432,212,639 3,676,019 35,888,658 (2,230,750) (3,071,549) (5,302,299) 30,586,360 1.20x6.77x203532,856,892 3,749,540 36,606,431 (2,231,500) (3,134,049) (5,365,549) 31,240,883 1.20x6.82x203633,514,029 3,824,531 37,338,560 (2,233,250) (3,194,299) (5,427,549) 31,911,011 1.20x6.88x203734,184,310 3,901,021 38,085,331 (2,230,750) (3,257,049) (5,487,799) 32,597,533 1.20x6.94x203834,867,996 3,979,042 38,847,038 (2,234,000) (3,326,799) (5,560,799) 33,286,239 1.20x6.99x203935,565,356 4,058,622 39,623,978 (2,232,500) (3,392,799) (5,625,299) 33,998,680 1.20x7.04x204036,276,663 4,139,795 40,416,458 (2,231,250) (3,459,799) (5,691,049) 34,725,409 1.20x7.10x204137,002,196 4,222,591 41,224,787 - (3,527,299) (3,527,299) 37,697,489 1.20x11.69x204237,742,240 4,307,043 42,049,283 - (3,599,799) (3,599,799) 38,449,484 1.20x11.68x204338,497,085 4,393,183 42,890,269 - (3,671,549) (3,671,549) 39,218,720 1.20x11.68x204439,267,027 4,481,047 43,748,074 - (3,743,553) (3,743,553) 40,004,521 1.20x11.69xTotal918,498,781 94,447,146 1,012,945,927 (69,251,957) (76,836,094) (146,088,051) 866,857,877 116Exhibit 10E $0m $1m $2m $3m $4m $5m 2014201520162017201820192020202120222023202420252026202720282029203020312032203320342035203620372038203920402041204220432044Miami Beach Convention Center District Public Finance Cash Flow Analysis Target Bond Model-Parking Target Debt Service Total Sources ($MM’s) Bond Offering $45.7 Total $45.7 Total Sources ($MM’s) Bond Offering $45.7 Total $45.7 117 Exhibit 10F Summary of Project Generated Property Taxes Year Hotel Retail Residential Parking Total Total to CMB 2015 1,337,403$ 1,496,927$ 337,942$ -$ 3,172,273$ 1,597,239$ 2016 3,615,445 2,370,215 689,436 470,952 7,146,048 3,598,035 2017 3,688,913 2,417,619 703,225 826,282 7,636,039 3,844,745 2018 3,762,691 2,465,971 717,290 826,282 7,772,234 3,913,320 2019 3,837,945 2,515,291 731,635 912,282 7,997,153 4,026,566 2020 3,914,704 2,565,597 746,268 930,527 8,157,096 4,107,098 2021 3,992,998 2,616,909 761,193 949,138 8,320,238 4,189,240 2022 4,072,858 2,669,247 776,417 968,121 8,486,642 4,273,024 2023 4,154,315 2,722,632 791,946 987,483 8,656,375 2,449,754 2024 4,237,401 2,777,084 807,785 1,007,233 8,829,503 2,498,749 2025 4,322,149 2,832,626 823,940 1,027,377 9,006,093 2,548,724 2026 4,408,592 2,889,278 840,419 1,047,925 9,186,215 2,599,699 2027 4,496,764 2,947,064 857,227 1,068,883 9,369,939 2,651,693 2028 4,586,699 3,006,005 874,372 1,090,261 9,557,338 2,704,727 2029 4,678,433 3,066,125 891,859 1,112,066 9,748,485 2,758,821 2030 4,772,002 3,127,448 909,697 1,134,308 9,943,454 2,813,998 2031 4,867,442 3,189,997 927,891 1,156,994 10,142,323 2,870,278 2032 4,964,791 3,253,797 946,448 1,180,134 10,345,170 2,927,683 2033 5,064,087 3,318,873 965,377 1,203,736 10,552,073 2,986,237 2034 5,165,369 3,385,250 984,685 1,227,811 10,763,115 3,045,961 2035 5,268,676 3,452,955 1,004,379 1,252,367 10,978,377 3,106,881 2036 5,374,049 3,522,014 1,024,466 1,277,415 11,197,945 3,169,018 2037 5,481,530 3,592,455 1,044,955 1,302,963 11,421,903 3,232,399 2038 5,591,161 3,664,304 1,065,855 1,329,022 11,650,342 3,297,047 2039 5,702,984 3,737,590 1,087,172 1,355,603 11,883,348 3,362,988 2040 5,817,044 3,812,342 1,108,915 1,382,715 12,121,015 3,430,247 2041 5,933,385 3,888,588 1,131,093 1,410,369 12,363,436 3,498,852 2042 6,052,052 3,966,360 1,153,715 1,438,576 12,610,704 3,568,829 2043 6,173,094 4,045,687 1,176,790 1,467,348 12,862,918 3,640,206 2044 6,296,555 4,126,601 1,200,325 1,496,695 13,120,177 3,713,010 Total 141,631,533$ 93,442,851$ 27,082,718$ 32,840,868$ 294,997,970$ 96,425,068$ 118 Exhibit 10H IDTask NameDurationStartFinish12MBCC Program Schedule923 days?Wed 1/1/14Fri 7/14/1734Pre Construction Phase923 days?Wed 1/1/14Fri 7/14/175Design923 days?Wed 1/1/14Fri 7/14/176Notice to proceed0 daysWed 1/1/14Wed 1/1/147100% DD Drawings6 monsWed 1/1/14Tue 6/17/148CD Drawing Stage12 monsWed 6/18/14Tue 5/19/159Construction Administration662 days?Thu 1/1/15Fri 7/14/1710Permitting and Approvals6 monsWed 6/18/14Tue 12/2/1411Preliminary GMP Established2 monsWed 6/18/14Tue 8/12/1412GMP Established2 monsWed 8/13/14Tue 10/7/1413Finalization of Agreements2 monsWed 8/13/14Tue 10/7/1414Mobilization2 monsWed 10/8/14Tue 12/2/141516Construction Phase683 daysTue 12/2/14Fri 7/14/1717Construction Start0 daysTue 12/2/14Tue 12/2/141819Convention Center640 daysThu 1/1/15Wed 6/14/1720North Expansion (1B)10 monsThu 1/1/15Wed 10/7/1521Loading Dock & Parking (2A)18 monsThu 7/16/15Wed 11/30/1622Interior Renovations (2C-2G)20 monsThu 8/13/15Wed 2/22/1723Handover/Closeout4 monsThu 2/23/17Wed 6/14/172425West Ballroom380 daysThu 1/1/15Wed 6/15/1626Construction360 daysThu 1/1/15Wed 5/18/1627Utility Rework4 monsThu 1/1/15Wed 4/22/1528Underground Parking6 monsThu 2/26/15Wed 8/12/1529Ballroom (1A)12 monsThu 6/18/15Wed 5/18/1630Handover1 monThu 5/19/16Wed 6/15/163132Hotel (2B)620 daysThu 1/1/15Wed 5/17/1733Construction560 daysThu 1/1/15Wed 2/22/1734Midrise/Drop Off/Mechanical Mezz6 monsThu 1/1/15Wed 6/17/1535High-rise (2B)24 monsThu 4/23/15Wed 2/22/1736Handover3 monsThu 2/23/17Wed 5/17/173738Community Center (3E)360 daysThu 1/1/15Wed 5/18/1639Community Center12 monsThu 1/1/15Wed 12/2/1540Handover/Move Offices1 monThu 12/3/15Wed 12/30/1541Demo 21st Century Community Center2 monsThu 12/31/15Wed 2/24/1642Build New North Entry Road3 monsThu 2/25/16Wed 5/18/1643Handover/Complete0 daysWed 5/18/16Wed 5/18/164445Multi Family (3A-3B)460 daysThu 2/26/15Wed 11/30/1646Phase 1320 daysThu 2/26/15Wed 5/18/1647Underground Parking6 monsThu 2/26/15Wed 8/12/1548West Side Ballroom (3B) 10 monsThu 8/13/15Wed 5/18/1649Phase 2280 daysThu 10/8/15Wed 11/2/1650East side CC (3A)14 monsThu 10/8/15Wed 11/2/1651Handover1 monThu 11/3/16Wed 11/30/16525317th Street Garage/Phase 1 Retail (3D)360 daysThu 1/1/15Wed 5/18/1654Demo Existing Garage.2 monsThu 1/1/15Wed 2/25/1555Build Phase 1 Garage5 monsThu 2/26/15Wed 7/15/1556Build Phase 2 Garage and Phase 1 Retail5 monsThu 7/16/15Wed 12/2/1557Parking Garage Online0 daysWed 12/2/15Wed 12/2/1558Handover/TI for Phase 1 Retail6 monsThu 12/3/15Wed 5/18/165960Phase 2 Retail/Museum/Office (3F)390 daysThu 7/16/15Wed 1/11/1761Construction of Phase 2 Retail12 monsThu 7/16/15Wed 6/15/1662Move offices/staff2 wksThu 6/16/16Wed 6/29/1663Demo existing offices and Gleason appendage1 monThu 6/30/16Wed 7/27/1664Handover/TI for Phase 2 Retail6 monsThu 7/28/16Wed 1/11/176566Gleason/Phase 3 Retail640 daysTue 1/27/15Tue 7/11/1767Notice to Proceed0 daysTue 1/27/15Tue 1/27/1568Design12 monsWed 1/28/15Tue 12/29/1569Construction (3C)16 monsWed 12/30/15Tue 3/21/1770Handover/TI for Retail4 monsWed 3/22/17Tue 7/11/177172Finish0 daysFri 7/14/17Fri 7/14/17737475767778791/1DD DrawingsCD DrawingsCoPermitting ApprovalsPreliminary GMPGMP EstablishedFinalizationMobilization12/2North ExpansionLoading & ParkingInterior RenovationsHandoverUtility ReworkUnderground ParkingBallroomHandoverMidriseHigh-riseHandoverConstructionMove OfficesDemoNew Road Construction5/18Underground ParkingConstructionConstructionHandoverDemoConstruction Phase 1Construction Phase 212/2HandoverConstructionMove OfficesDemoHandover1/27DesignConstructionHan7/JFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJHalf 1, 2014Half 2, 2014Half 1, 2015Half 2, 2015Half 1, 2016Half 2, 2016Half 1, 2017Half 2, TaskSplitProgressMilestoneSummaryProject SummaryExternal TasksExternal MilestoneDeadlinePage 1Project: MBCC Program Schedule 130Date: Wed 5/1/13119Exhibit 11 17TH STREETDADE BOULEVARDMERIDIAN AVENUEWASHINGTON AVENUEPHASING PLANPHASE 2PHASE 1PHASE 3120Exhibit 12 RESTATED SUMMARY DEVELOPMENT BUDGET Miami Beach Convention CenterMiami Beach, FloridaRESTATED DEVLOPMENT BUDGET Public TOTAL Private TOTALCONVENTION PUBLIC PARKING DEVELOPMENT HOTEL RETAIL MULTIFAMILY DEVELOPMENTLAND1 Predevelopment Costs $882,771.07 $288,734.95 $1,171,506.02 $707,609.00 $590,018.09 $343,798.42 $1,641,425.502 Land Purchase Cost $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.003 Special or Additional Studies $282,348.98 $92,350.12 $374,699.10 $226,324.45 $188,713.71 $109,961.84 $525,000.004 Entitlement Costs $1,656,476.70 $153,799.02 $1,810,275.73 $985,311.21 $261,389.43 $394,976.60 $1,641,677.24Total Land Costs $2,821,596.75 $534,884.10 $3,356,480.84 $1,919,244.65 $1,040,121.22 $848,736.86 $3,808,102.730.55% 1.49% 0.61% 0.58% 0.64% 0.79% 0.64%HARD COSTS5 Misc. Developer Site Setup Cost $59,158.8 $19,349.5 $78,508.4 $47,420.4 $39,540.0 $23,039.6 $110,000.09 Direct Construction Cost $351,783,443.21 $22,553,764.43 $374,337,207.63 $170,122,857.14 $72,609,223.50 $66,401,102.94 $309,133,183.5810 Indirect Construction Costs $33,419,427.10 $2,142,607.62 $35,562,034.73 $16,161,671.43 $6,897,876.23 $6,308,104.78 $29,367,652.4411 Specialty Systems not included in Construction $3,517,834.43 $225,537.64 $3,743,372.08 $1,701,228.57 $726,092.24 $664,011.03 $3,091,331.8414 Fixtures, Furniture & Equipment (FF&E) $26,080,440.00 $0.00 $26,080,440.00 $32,000,000.00 $1,227,620.00 $2,100,000.00 $35,327,620.0015 Operating Supplies & Equipment (OS&E) $0.00 $0.00 $0.00 $8,000,000.00 $0.00 $0.00 $8,000,000.0016 Building Maintenance Equipment $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 included in FF&E for now Total Hard Costs $414,860,303.58 $24,941,259.24 $439,801,562.82 $228,033,177.50 $81,500,351.98 $75,496,258.37 $385,029,787.86 80.52% 69.26% 79.78% 69.44% 50.47% 70.17% 64.44% SOFT COSTS 7 Design Consultants $27,615,000.3 $1,770,470.5 $29,385,470.8 $13,354,644.3 $5,699,824.0 $5,212,486.6 $24,266,954.9 8 Developer Design Phase Consultants $552,274.6 $51,075.3 $603,349.9 $286,029.1 $141,557.1 $116,213.4 $543,799.7 12 Developer Consultants during Construction $2,032,445.2 $370,500.0 $2,402,945.2 $1,443,285.7 $758,180.0 $441,784.9 $2,643,250.7 13 Purchasing Agent Fees $717,212.1 $0.0 $717,212.1 $1,100,000.0 $33,759.6 $57,750.0 $1,191,509.6 17 Business Operating Costs / Fees $0.0 $0.0 $0.0 $150,000.0 $0.0 $0.0 $150,000.0 18 Operating Deficit Reserve $0.0 $0.0 $0.0 $0.0 $4,735,231.5 $561,355.2 $5,296,586.6 19 Marketing / Sales Office / Pre-Opening $0.0 $0.0 $0.0 $1,200,000.0 $16,323,389.9 $450,000.0 $17,973,389.9 20 Developer Overhead & Fees $14,938,760.2 $911,300.0 $15,850,060.2 $10,433,983.2 $4,715,012.9 $3,407,841.6 $18,556,837.6 21 Use Disturbance Costs $22,251,462.8 $5,634,225.1 $27,885,687.9 $30,276,495.3 $26,779,860.1 $10,223,048.9 $67,279,404.4 22 Legal $100,000.0 $0.0 $100,000.0 $300,000.0 $400,000.0 $50,000.0 $750,000.0 23 Insurance $4,443,559.1 $278,345.4 $4,721,904.5 $2,454,095.8 $1,092,189.4 $863,868.7 $4,410,153.9 24 Taxes $0.0 $0.0 $0.0 $6,489,895.4 $3,472,106.3 $682,660.5 $10,644,662.2 25 Working Capital $0.0 $0.0 $0.0 $215,547.1 $179,727.3 $104,725.6 $500,000.0 26 General Contingency $24,897,933.6 $1,518,833.4 $26,416,767.0 $15,069,506.1 $6,872,325.4 $4,947,936.5 $26,889,768.0 27 Escalation $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Total Soft Costs $97,548,647.9 $10,534,749.7 $108,083,397.6 $82,773,482.1 $71,203,163.6 $27,119,671.8 $181,096,317.5 18.93% 29.25% 19.61% 25.21% 44.09% 25.21% 30.31% FINANCING 6 Financing $0.0 $0.0 $0.0 $3,349,581.1 $1,647,244.0 $1,188,869.0 $6,185,694.1 28 Capitalized Interest $0.0 $0.0 $0.0 $12,314,815.3 $6,103,632.4 $2,936,414.7 $21,354,862.4 Total Financing Costs $0.0 $0.0 $0.0 $15,664,396.4 $7,750,876.4 $4,125,283.7 $27,540,556.4 0.00% 0.00% 0.00% 4.77% 4.80% 3.83% 4.61% Total Project Cost $515,230,548.2 $36,010,893.1 $551,241,441.3 $328,390,300.6 $161,494,513.3 $107,589,950.7 $597,474,764.5 end 121 Exhibit 13A DEVELOPMENT BUDGETMiami Beach Convention CenterMiami Beach, Florida Public Total Private TotalCONVENTION PUBLIC PARKING DEVELOPMENT HOTEL RETAIL MULTIFAMILY DEVELOPMENTPROJECT SETUP / STARTUP PHASE1 Predevelopment Costs $882,771.07 $288,734.95 $1,171,506.02 $707,609.00 $590,018.09 $343,798.42 $1,641,425.501.01 Predevelopment Costs ls 882,771.1 288,734.9 1,171,506.0 707,609.0 590,018.1 343,798.4 1,641,425.51.02 0.0 0.0 0.0 0.0 0.0 0.0 0.02Land Purchase Cost $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.002.01 Ground Lease Negotiations 0.0 0.0 0.0 0.0 0.0 0.0 0.02.02 Broker Fees 0.0 0.0 0.0 0.0 0.0 0.0 0.02.03 0.0 0.0 0.0 0.0 0.0 0.0 0.03Special or Additional Studies $282,348.98 $92,350.12 $374,699.10 $226,324.45 $188,713.71 $109,961.84 $525,000.003.01 Market Studies ls 134,451.9 43,976.2 178,428.1 107,773.5 89,863.7 52,362.8 250,000.03.02 Geotechnical Survey ls 0.0 0.0 0.0 0.0 0.0 0.0 0.03.03 Environmental Survey - Phase I ls 0.0 0.0 0.0 0.0 0.0 0.0 0.03.04 Environmental Survey - Phase II ls 0.0 0.0 0.0 0.0 0.0 0.0 0.03.05 Topograghy Study ls 0.0 0.0 0.0 0.0 0.0 0.0 0.03.06 Boudary Maps ls 0.0 0.0 0.0 0.0 0.0 0.0 0.03.07 Traffic Study ls 134,451.9 43,976.2 178,428.1 107,773.5 89,863.7 52,362.8 250,000.03.08 Drainage Study ls 13,445.2 4,397.6 17,842.8 10,777.4 8,986.4 5,236.3 25,000.03.09 Flood Certification ls $0.00 0.0 0.0 0.0 0.0 0.0 0.04Entitlement Costs $1,656,476.70 $153,799.02 $1,810,275.73 $985,311.21 $261,389.43 $394,976.60 $1,641,677.244.01 City Processing Fees 0.0 0.0 0.0 0.0 0.0 0.0 0.04.02 Planning & Zoning Fees / Approvals 0.0 0.0 0.0 0.0 0.0 0.0 0.04.03 Land Disturbance Permit Hard Co.976,882.9 63,231.0 1,040,113.9 473,572.6 202,478.4 184,537.5 860,588.54.04 Building Permit Fee 679,593.8 90,568.0 770,161.8 511,738.6 58,911.0 210,439.1 781,088.74.05 Development Impact Fee 0.0 0.0 0.0 0.0 0.0 0.0 0.04.06 Certificate of Occupancy 0.0 0.0 0.0 0.0 0.0 0.0 0.04.07 0.0 0.0 0.0 0.0 0.0 0.0 0.05Misc. Developer Site Setup Cost $59,158.8 $19,349.5 $78,508.4 $47,420.4 $39,540.0 $23,039.6 $110,000.05.01 Site Security Month 0.0 0.0 0.0 0.0 0.0 0.0 0.05.02 Fencing ls 53,780.8 17,590.5 71,371.3 43,109.4 35,945.5 20,945.1 100,000.05.03 Project Identification Signage ls 5,378.1 1,759.0 7,137.1 4,310.9 3,594.5 2,094.5 10,000.05.04 Water Service Distribution to Site included in sitework 0.0 0.0 0.0 0.0 0.0 0.0 0.05.05 Sewer Service Distribution to Site included in sitework 0.0 0.0 0.0 0.0 0.0 0.0 0.05.06 Electrical Distribution to Site included in sitework 0.0 0.0 0.0 0.0 0.0 0.0 0.0 5.07 Gas Distribution to Site included in sitework 0.0 0.0 0.0 0.0 0.0 0.0 0.0 5.08 Telephone Distribution to Site included in sitework 0.0 0.0 0.0 0.0 0.0 0.0 0.0 5.09 Cable TV Distribution to Site included in sitework 0.0 0.0 0.0 0.0 0.0 0.0 0.0 5.10 Easements for Utility Distribution na 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6 Financing $0.0 $0.0 $0.0 $3,349,581.1 $1,647,244.0 $1,188,869.0 $6,185,694.1 6.01 Loan Closing Cost debt 0.0 0.0 0.0 1,970,341.8 968,967.1 699,334.7 3,638,643.6 6.02 Flood Certificate / Inspection Fees included in Loan CC 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.03 Appraisal Fee included in Loan CC 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.04 Loan Origination Fees included in Loan CC 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.05 Lenders Title Insurance / Title Policy included in Loan CC 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.06 Construction Inspection Fees included in Loan CC 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.07 Market Study ls 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.08 Debt Placement Fee debt 0.0 0.0 0.0 1,379,239.3 678,277.0 489,534.3 2,547,050.5 6.09 Equity Placement Fee equity 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.10 Public Financing Fees (75 Bpts Paid via Muni Capacity) N/A N/A 0.0 0.0 0.0 0.0 0.0 6.11 Interest Rate Swap / Cap Charges 0.0 0.0 0.0 0.0 0.0 0.0 0.0 TOTAL PROJECT SETUP COSTS $2,880,755.58 $554,233.64 $3,434,989.23 $5,316,246.09 $2,726,905.28 $2,060,645.44 $10,103,796.80 DESIGN PHASE 7 Design Consultants $27,615,000.3 $1,770,470.5 $29,385,470.8 $13,354,644.3 $5,699,824.0 $5,212,486.6 $24,266,954.9 7.01 Architect & Consultants Con.24,624,841.0 1,578,763.5 26,203,604.5 11,908,600.0 5,082,645.6 4,648,077.2 21,639,322.9 7.02 Design Reimbursables Con.1,758,917.2 112,768.8 1,871,686.0 850,614.3 363,046.1 332,005.5 1,545,665.9 7.03 Design Contingency Design 1,231,242.1 78,938.2 1,310,180.2 595,430.0 254,132.3 232,403.9 1,081,966.1 8 Developer Design Phase Consultants $552,274.6 $51,075.3 $603,349.9 $286,029.1 $141,557.1 $116,213.4 $543,799.7 8.01 Peer Reviews Design 492,496.8 31,575.3 524,072.1 238,172.0 101,652.9 92,961.5 432,786.5 8.02 LEED Consultant 0.0 0.0 0.0 0.0 0.0 0.0 0.0 8.03 Art Consultant 59,777.8 19,500.0 79,277.8 47,857.1 39,904.2 23,251.8 111,013.2 TOTAL DESIGN PHASE COSTS $28,167,274.91 $1,821,545.78 $29,988,820.69 $13,640,673.43 $5,841,381.17 $5,328,699.96 $24,810,754.56 CONSTRUCTION PHASE 9 Direct Construction Cost $351,783,443.21 $22,553,764.43 $374,337,207.63 $170,122,857.14 $72,609,223.50 $66,401,102.94 $309,133,183.58 9.01 Sitework 0.0 0.0 0.0 0.0 0.0 0.0 0.0 9.02 New Construction from schedule 204,839,864.2 0.0 204,839,864.2 156,640,000.0 35,280,000.0 55,882,352.9 247,802,352.9 9.03 Renovation from schedule 141,184,661.7 0.0 141,184,661.7 0.0 0.0 0.0 0.0 9.04 Above Grade Parking from schedule 0.0 15,757,500.0 15,757,500.0 13,482,857.1 37,329,223.5 6,806,250.0 57,618,330.6 9.05 Off site Infrastructure ls 4,000,000.0 0.0 4,000,000.0 0.0 0.0 0.0 0.0 9.06 DELOS Certification Con.1,758,917.2 0.0 1,758,917.2 0.0 0.0 0.0 0.0 9.07 Below Grade Parking from schedule 0.0 6,796,264.4 6,796,264.4 0.0 0.0 3,712,500.0 3,712,500.0 10 Indirect Construction Costs $33,419,427.10 $2,142,607.62 $35,562,034.73 $16,161,671.43 $6,897,876.23 $6,308,104.78 $29,367,652.44 10.01 General Requirements included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 10.02 Bond, Insurance & Licenses included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 10.03 Construction Contingency included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 10.04 General Conditions 24,624,841.0 1,578,763.5 26,203,604.5 11,908,600.0 5,082,645.6 4,648,077.2 21,639,322.9 10.05 Fee 8,794,586.1 563,844.1 9,358,430.2 4,253,071.4 1,815,230.6 1,660,027.6 7,728,329.6 11 Specialty Systems not included in Construction $3,517,834.43 $225,537.64 $3,743,372.08 $1,701,228.57 $726,092.24 $664,011.03 $3,091,331.84 11.01 Telephone included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 11.02 MATV/CATV included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 11.03 A/V included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 11.04 Security included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 11.05 General Signage included in Construction 0.0 0.0 0.0 0.0 0.0 0.0 0.0 11.06 Public Art direct costs 3,517,834.4 225,537.6 3,743,372.1 1,701,228.6 726,092.2 664,011.0 3,091,331.8 12 Developer Consultants during Construction $2,032,445.2 $370,500.0 $2,402,945.2 $1,443,285.7 $758,180.0 $441,784.9 $2,643,250.7 12.01 Forensic Engineering Con.0.0 0.0 0.0 0.0 0.0 0.0 0.0 12.02 Building Commissioning 896,667.0 0.0 896,667.0 534,000.0 0.0 0.0 534,000.0 12.03 Testing & Inspections 896,667.0 292,500.0 1,189,167.0 717,857.1 598,563.2 348,777.6 1,665,197.9 12.04 QA/QC Consultant 0.0 0.0 0.0 0.0 0.0 0.0 0.0 12.05 Admin. Forensic Audit 239,111.2 78,000.0 317,111.2 191,428.6 159,616.9 93,007.4 444,052.8 12.06 Asbuilt Professional Photography 29,888.9 9,750.0 39,638.9 23,928.6 19,952.1 11,625.9 55,506.6 TOTAL CONSTRUCTION PHASE COSTS $390,753,149.94 $25,292,409.69 $416,045,559.63 $189,429,042.86 $80,991,372.01 $73,815,003.68 $344,235,418.54 122 Exhibit 13B DEVELOPMENT BUDGETMiami Beach Convention CenterMiami Beach, Florida Public Total Private TotalCONVENTION PUBLIC PARKING DEVELOPMENT HOTEL RETAIL MULTIFAMILY DEVELOPMENTTRANSITION TO OPERATIONS PHASE13Purchasing Agent Fees $717,212.1 $0.0 $717,212.1 $1,100,000.0 $33,759.6 $57,750.0 $1,191,509.613.01 Purchasing Agent Fees (FF&E) FF&E 717,212.1 0.0 717,212.1 880,000.0 33,759.6 57,750.0 971,509.613.02 Purchasing Agent Fees (OS&E) OS&E 0.0 0.0 0.0 220,000.0 0.0 0.0 220,000.014Fixtures, Furniture & Equipment (FF&E)$26,080,440.00 $0.00 $26,080,440.00 $32,000,000.00 $1,227,620.00 $2,100,000.00 $35,327,620.0014.01 Convention Center 23,080,440.0 0.0 23,080,440.0 0.0 0.0 0.0 0.014.02 Convention Center - Exhibit Space 0.0 0.0 0.0 0.0 0.0 0.0 0.014.03 Convention Center - Other 0.0 0.0 0.0 0.0 0.0 0.0 0.014.04 Hotel Guestrooms 0.0 0.0 0.0 28,000,000.0 0.0 0.0 28,000,000.014.05 Hotel Public Space 0.0 0.0 0.0 4,000,000.0 0.0 0.0 4,000,000.014.06 General Common Areas 0.0 0.0 0.0 0.0 0.0 0.0 0.014.07 Kitchen Equipment included above 3,000,000.0 0.0 3,000,000.0 0.0 0.0 0.0 0.014.08 Laundry Equipment included above 0.0 0.0 0.0 0.0 0.0 0.0 0.014.09 Parking Equipment included above 0.0 0.0 0.0 0.0 0.0 0.0 0.014.10 Cultural Center 0.0 0.0 0.0 0.0 1,227,620.0 0.0 1,227,620.014.11 Multifamily 0.0 0.0 0.0 0.0 0.0 2,100,000.0 2,100,000.015Operating Supplies & Equipment (OS&E)$0.00 $0.00 $0.00 $8,000,000.00 $0.00 $0.00 $8,000,000.0015.01 Hotel Operating Supplies & Equipment 0.0 0.0 0.0 8,000,000.0 0.0 0.0 8,000,000.015.02 Convention Center 0.0 0.0 0.0 0.0 0.0 0.0 0.015.03 Convention Center - Exhibit Space 0.0 0.0 0.0 0.0 0.0 0.0 0.015.04 Convention Center - Other 0.0 0.0 0.0 0.0 0.0 0.0 0.015.05 Cultural Center 0.0 0.0 0.0 0.0 0.0 0.0 0.015.06 Multifamily 0.0 0.0 0.0 0.0 0.0 0.0 0.016Building Maintenance Equipment $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.016.01 Trash Compactor Equipment included in FF&E 0.0 0.0 0.0 0.0 0.0 0.0 0.016.02 Cardboard Bailer included in FF&E 0.0 0.0 0.0 0.0 0.0 0.0 0.016.03 Grounds Maintenance Equipment / Suppliesincluded in FF&E 0.0 0.0 0.0 0.0 0.0 0.0 0.016.04 Pool / Spa Maintenance Equipment / Suppliesincluded in FF&E 0.0 0.0 0.0 0.0 0.0 0.0 0.016.05 Building Engineer Supplies / Maint. Equipmentincluded in FF&E 0.0 0.0 0.0 0.0 0.0 0.0 0.016.06 Window Washing Equipment included in FF&E 0.0 0.0 0.0 0.0 0.0 0.0 0.017Business Operating Costs / Fees $0.0 $0.0 $0.0 $150,000.0 $0.0 $0.0 $150,000.017.01 Business Licenses 0.0 0.0 0.0 150,000.0 0.0 0.0 150,000.017.02 Operating Permits 0.0 0.0 0.0 0.0 0.0 0.0 0.0 17.03 Technical Services Fee 0.0 0.0 0.0 0.0 0.0 0.0 0.0 17.04 Technical Services Reimbursables 0.0 0.0 0.0 0.0 0.0 0.0 0.0 17.05 Franchise Fees 0.0 0.0 0.0 0.0 0.0 0.0 0.0 17.06 Owner's Representative 0.0 0.0 0.0 0.0 0.0 0.0 0.0 17.07 CDS Show Creation and Production 0.0 0.0 0.0 0.0 0.0 0.0 0.0 18 Operating Deficit Reserve $0.0 $0.0 $0.0 $0.0 $4,735,231.5 $561,355.2 $5,296,586.6 18.01 Operating Deficit Reserve 0.0 0.0 0.0 0.0 4,735,231.5 561,355.2 5,296,586.6 18.02 0.0 0.0 0.0 0.0 0.0 0.0 0.0 19 Marketing / Sales Office / Pre-Opening $0.0 $0.0 $0.0 $1,200,000.0 $16,323,389.9 $450,000.0 $17,973,389.9 19.01 Hotel 0.0 0.0 0.0 1,200,000.0 0.0 0.0 1,200,000.0 19.02 Multifamily 0.0 0.0 0.0 0.0 0.0 450,000.0 450,000.0 19.03 Entertainment 0.0 0.0 0.0 0.0 0.0 0.0 0.0 19.04 Retail 0.0 0.0 0.0 0.0 196,000.0 0.0 196,000.0 19.05 Tenant Improvements 0.0 0.0 0.0 0.0 7,478,405.4 0.0 7,478,405.4 19.06 Leasing Commissions 0.0 0.0 0.0 0.0 8,648,984.5 0.0 8,648,984.5 TOTAL TRANSITION COSTS $26,797,652.1 $0.0 $26,797,652.1 $42,450,000.0 $22,320,001.0 $3,169,105.2 $67,939,106.1 GENERAL 20 Developer Overhead & Fees $14,938,760.2 $911,300.0 $15,850,060.2 $10,433,983.2 $4,715,012.9 $3,407,841.6 $18,556,837.6 20.01 Developer's Fee Overall 9,959,173.4 607,533.4 10,566,706.8 5,962,276.1 2,694,293.1 1,947,338.0 10,603,907.2 20.02 Developer's Overhead Overall 4,979,586.7 303,766.7 5,283,353.4 2,981,138.1 1,347,146.5 973,669.0 5,301,953.6 20.03 Completion Guarantee Overall 0.0 0.0 0.0 1,490,569.0 673,573.3 486,834.5 2,650,976.8 21 Use Disturbance Costs $22,251,462.8 $5,634,225.1 $27,885,687.9 $30,276,495.3 $26,779,860.1 $10,223,048.9 $67,279,404.4 21.01 Public Parking Revenue Loss ls 0.0 0.0 0.0 3,276,315.8 2,731,855.6 1,591,828.5 7,600,000.0 21.02 Office Relocation Costs ls 0.0 0.0 0.0 3,937,270.0 3,282,972.0 1,912,959.3 9,133,201.3 21.03 Gleason Renovation ls 0.0 0.0 0.0 9,235,324.0 9,235,324.0 0.0 18,470,647.9 21.04 Public Park Costs ls 17,271,876.1 5,634,225.1 22,906,101.2 13,827,585.5 11,529,708.6 6,718,261.1 32,075,555.1 21.05 MBCC D/B oversight costs Overall 4,979,586.7 0.0 4,979,586.7 0.0 0.0 0.0 0.0 22 Legal $100,000.0 $0.0 $100,000.0 $300,000.0 $400,000.0 $50,000.0 $750,000.0 22.01 Legal 100,000.0 0.0 100,000.0 300,000.0 400,000.0 50,000.0 750,000.0 23 Insurance $4,443,559.1 $278,345.4 $4,721,904.5 $2,454,095.8 $1,092,189.4 $863,868.7 $4,410,153.9 23.01 Builders Risk Hard Co.1,953,765.7 126,462.0 2,080,227.8 947,145.2 404,956.9 369,075.0 1,721,177.1 23.02 General Liability Overall 1,244,896.7 75,941.7 1,320,838.4 753,475.3 343,616.3 247,396.8 1,344,488.4 23.03 Professional Liablility Overall 1,244,896.7 75,941.7 1,320,838.4 753,475.3 343,616.3 247,396.8 1,344,488.4 24 Taxes $0.0 $0.0 $0.0 $6,489,895.4 $3,472,106.3 $682,660.5 $10,644,662.2 24.01 2014 - Year 1 millrate 0.0 0.0 0.0 0.0 0.0 0.0 0.0 24.02 2015 - Year 2 millrate 0.0 0.0 0.0 1,337,403.1 1,496,927.4 337,942.3 3,172,272.8 24.03 2016 - Year 3 millrate 0.0 0.0 0.0 3,615,445.3 1,975,178.9 344,718.2 5,935,342.4 24.04 2017 - Year 4 millrate 0.0 0.0 0.0 1,537,047.0 0.0 0.0 1,537,047.0 24.05 2018 - Year 5 millrate 0.0 0.0 0.0 0.0 0.0 0.0 0.0 25 Working Capital $0.0 $0.0 $0.0 $215,547.1 $179,727.3 $104,725.6 $500,000.0 25.01 Working Capital ls 0.0 0.0 0.0 215,547.1 179,727.3 104,725.6 500,000.0 26 General Contingency $24,897,933.6 $1,518,833.4 $26,416,767.0 $15,069,506.1 $6,872,325.4 $4,947,936.5 $26,889,768.0 26.01 Developer's Project Contingency Overall 24,897,933.6 1,518,833.4 26,416,767.0 15,069,506.1 6,872,325.4 4,947,936.5 26,889,768.0 27 Escalation $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 27.01 Escalation 0.0 0.0 0.0 0.0 0.0 0.0 0.0 TOTAL GENERAL COSTS $66,631,715.7 $8,342,704.0 $74,974,419.62 $65,239,522.9 $43,511,221.4 $20,280,081.7 $129,030,826.12 TOTAL BEFORE INTEREST $515,230,548.2 $36,010,893.1 $551,241,441.3 $316,075,485.3 $155,390,880.9 $104,653,536.0 $576,119,902.2 28 Capitalized Interest 1 $0.0 $0.0 $0.0 $12,314,815.3 $6,103,632.4 $2,936,414.7 $21,354,862.4 28.01 Senior Debt Interest 0.0 0.0 0.0 12,314,815.3 6,103,632.4 2,936,414.7 21,354,862.4 28.02 Mezz Debt Interest 0.0 0.0 0.0 0.0 0.0 0.0 0.0 28.03 TOTAL PROJECT COST $515,230,548.2 $36,010,893.1 $551,241,441.3 $328,390,300.6 $161,494,513.3 $107,589,950.7 $597,474,764.5 end 123 Exhibit 13 Cont. Public Component Pre-Construction Costs Up to GMP Project Startup Costs: Pre Development 1,171,500$ Market/Environmental Studies 374,700$ Entitlement Costs 1,820,000$ Misc. Site costs 100,000$ 3,466,200$ Design Costs: Architect & Consultants 12,070,800$ Design Reimbursables 983,000$ Design Contingency 590,000$ Peer Reviews 235,800$ Art Consultant 33,000$ 13,912,600$ General Costs: Developers Fee/Overhead 243,000$ MBCC oversight 100,000$ Legal/Insurance 150,000$ Contingency 405,000$ 898,000$ Total 18,276,800$ 124 Exhibit 14 Public Amenities Maintenance =B-C-D A B C D E F Private City Maintenance Cumulative Year Contribution Contribution Cost Excess Balance 2017 585,027 389,162 974,189 - - 2018 833,083 170,331 1,003,415 - - 2019 903,985 119,498 1,023,483 - - 2020 950,858 93,095 1,043,953 - - 2021 980,027 84,805 1,064,832 - - 2022 1,009,277 76,851 1,086,128 - - 2023 1,039,389 68,462 1,107,851 - - 2024 1,070,404 59,603 1,130,008 - - 2025 1,102,350 50,258 1,152,608 - - 2026 1,135,254 40,406 1,175,660 - - 2027 1,169,146 30,028 1,199,173 - - 2028 1,204,054 19,103 1,223,157 - - 2029 1,240,009 7,611 1,247,620 - - 2030 1,277,043 - 1,272,572 4,471 4,471 2031 1,302,584 - 1,298,024 4,560 9,031 2032 1,328,636 - 1,323,984 4,652 13,683 2033 1,355,209 - 1,350,464 4,745 18,428 2034 1,382,313 - 1,377,473 4,840 23,267 2035 1,409,959 - 1,405,023 4,936 28,203 2036 1,438,158 - 1,433,123 5,035 33,238 2037 1,466,921 - 1,461,786 5,136 38,374 2038 1,496,260 - 1,491,021 5,238 43,613 2039 1,526,185 - 1,520,842 5,343 48,956 2040 1,556,709 - 1,551,259 5,450 54,406 2041 1,587,843 - 1,582,284 5,559 59,965 2042 1,619,600 - 1,613,929 5,670 65,635 2043 1,651,992 - 1,646,208 5,784 71,419 2044 1,685,032 - 1,679,132 5,899 77,318 125 Exhibit 15 PO~RT(~-A N - cmc April 30, 2013 City of Miami Beach Attn: City of Miami Beach Commissioners &SAG 1700 Convention Center Drive Miami Beach, Florida 33139 RE: Miami Beach Convention Center District To Whom It May Concern, Please have this letter serve as the commitment of Portman-CMC Group to act as Master Developer and sponsor of the proposed Miami Beach Convention Center District master plan. As such, Portman-CMC is committed to investing up to 20% (up to $45 Million based on current program) of the required equity capital for the private components of the project. We look forward to constructing a transformational project for the City of Miami Beach. With best regards, Portman Holdings, LLC Ambrish Baisiwata Chief Executive Officer CMC Group ~. ~-- -. Art Murphy Chief Financial Officer 303 Peachtree Center Avenue NE •Suite 575 •Atlanta, Georgia 30303 Tel: 404.614.5252 ~ Fes: 404.624.5400 126 Exhibit 16 127 Exhibit 17A Equity Expressions of Interest April 29, 2013 Portman-CMC c/o Portman Holdings, LLC 303 Peachtree Center Avenue, Suite 575 Atlanta, GA 30303 Attention: John C. Portman, IV, Vice President, Capital Markets of Portman Holdings Ugo Colombo, President of CMC Group Re: Miami Beach Convention Center District Redevelopment Dear John and Ugo: We are very pleased that you have been selected as one of the finalists for this exciting mixed-use project to be developed in the heart of Miami beach. AREA, which has a history of working on large- scale, urban mixed-use projects such as New York’s iconic Time Warner Center, is excited to work with you as a financial partner across all of the project’s components. AREA, founded in 1993, is a leading international real estate investor with a long history of both mixed-use development transactions and hospitality expertise. Over its history, AREA has invested approximately $14 billion of equity into approximately $60 billion of transactions on behalf of some of the world’s leading institutional investors. AREA currently manages approximately $7 billion of equity across the United States, Europe and India. AREA has significant expertise developing and owning comparable properties, including the Hilton Orlando (at the convention center), the Omni at Championsgate and the Hyatt Regency New Orleans. In addition, AREA, in conjunction with a local developer, was recently selected to be the developer of the Houston Marriott Marquis, a to-be-constructed 1,000 room convention center hotel. Further, AREA has previously invested in two iconic Miami hotel assets, the Delano and the Fontainebleau. In addition, AREA is currently an owner of approximately 1,300 recently developed multifamily apartments within the Miami metropolitan area, and has seen firsthand the growth of demand in this thriving marketplace and the vibrancy of the city. We have reviewed your financial analysis and based on those projections, as well as the exceptional reputation of the sponsorship group, we are enthusiastic about moving forward to negotiate definitive transaction documents once the Portman-CMC group is selected to be the developer. Sincerely, Lee Neibart 128 129 130 131 132 AIG AIG Global Real Estate .il:. ()l,l :rliii) -8 ' rlt-:ll i, :r,"'r'Drl.. i'.lY l,rili-ii, ',.'.,..,.,,.1ir.i :_')ln ,' ',:,' I. i,:r l;- I' r't ri, ;;,1: L ! i i,, ;i I ) i r.,,i,.,.ri5;, ll bt. ;l.lt) titii' I Ii . i.tl l.,.ht'i l7-l; I J.:t1, ! r j/ ll-al April30,2013 Portman-CMC c/o Portman Holdings, LLC 303 Peachtree Center Avenue. Suite 575 Atlanta, GA 30303 Attention: John C. Portman, fV, Vice President, Capital Markets of Portman Holdings ("PortmAq") Ugo Colombo, President of CMC Group ("@." and together with Portman, the "eoupany") RE: Miami Beach Convention Center District Redevelopment - Multi-Family and Retail Components (the "Proj_ggl") Dear Messrs.' Portman and Colombo: Pursuant to our conversations regarding the Project, AIG Global Real Estate lnvestment Corp. ("AIGGRE'), a subsidiary of American Intemational Group, Inc., is very interested in the possibility of pursuing a joint venture relationship with the Company to develop the Project. At the moment, we are particularly interested in the retail and multifamily components of the Project. We have reviewed the Project summary provided by the Company. We are currently in the process of reviewing the underwriting for the Project and our preliminary diligence suggests that the Project meets the profile of the type of investments that we are currently pursuing. Assuming that the Company is selected as the master developer for the Project and our underwriting and due diligence does not reveal any material issues and confirms the Project will lie within our investment guidelines we would be in position to recommend for the submittal of the Project to our investment committees for review and approval. As you know, we have a prior relationship with Portman and we look forward to forgrng new ground in our continuing relationship with the possibility to undertake a new joint venture with Portman to develop the Project. ln addition, 133 AIG we are well aware of the CMC's Group's stellar track record of developing properties in the Miami area. As a result, the strength of the combined Portman/CMC sponsorship group is one of the key reasons we are interested in participating in the Project. This letter shall not be deemed to constitute or form the basis of an offer, acceptance, counteroffer, agreement or other binding obligation and shall not create any obligation or liability (including any obligation to start or continue negotiations), and no course of conduct or dealing (including discussions, negotiations, e-mails or other correspondence or the exchange of any other documents) shall create any binding obligations. Please keep me apprised of your progress with the City of Miami Beach. 134 135 136 137 138 1 April 22, 2013 Portman-CMC c/o Portman Holdings, LLC 303 Peachtree Center Avenue, Suite 575 Atlanta, GA 30303 Attention: John C. Portman, IV, Vice President, Capital Markets of Portman Holdings Ugo Colombo, President, CMC Group RE: Miami Beach Convention Center (“MBCC”) District Redevelopment Dear John and Ugo: Jamestown is pleased to present you with this expression of interest for a potential investment in one or more components of the MBCC redevelopment. Jamestown was formed in 1983 as a real estate investment and management company with a focus on high-quality current income- producing properties. In 1991, Jamestown expanded its investment profile to include opportunistic real estate funds, targeting the construction, rehabilitation, and repositioning of projects with potential for substantial appreciation. Jamestown has syndicated 27 core and core- plus funds and five opportunity funds, for which it has raised approximately $5 billion in equity. Together these funds have acquired over 80 properties encompassing over 25 million square feet. Over the past 30 years, Jamestown has focused on mixed use urban environments such as Chelsea Market in New York, M Street in Georgetown (Washington D.C.), Newbury Street in Boston, and Ponce City Market in Atlanta, all of which have much in common with your proposal for the MBCC district. If you would like to learn more about Jamestown, please visit our website: www.jamestownproperties.com Jamestown has reviewed the financial analysis and proposal for the MBCC prepared by Brookfield Financial on behalf of Portman-CMC. Given the combined track record of the development team, Jamestown is confident Portman-CMC has the ability to deliver a world-class project in one of country’s most dynamic markets and fully support your efforts to be awarded the contract from the City of Miami Beach. Jamestown believes in the long-term potential of the market, and we very much would enjoy finding ways to work together, such as investing in your portfolio with you in partnership or we would consider an outright purchase once construction is complete. Having done numerous joint ventures, we are confident we can find a mutually beneficial way to partner with Portman-CMC. One Overton Park 12th Floor 3625 Cumberland Boulevard Atlanta, GA 30339 USA Phone: 770.805.1000 Fax: 770.805.1001 139 2 Jamestown understands the City of Miami Beach will be selecting the Master Developer in the coming weeks and that any further discussions regarding any potential investment is contingent on Portman-CMC being selected as the Master Developer. As such, this letter does not constitute an offer to purchase or invest in the MBCC redevelopment and does not create or imply the existence of any legal obligation of either Portman-CMC or Jamestown. Please do not hesitate to contact us if you have any questions. I look forward to hopefully speaking soon. Sincerely, Matt Bronfman Chief Executive Officer, Jamestown cc: Denis Barreto 140 141 Exhibit 17B Debt Expressions of Interest 1450 Brickell Avenue • Suite 2950 • Miami, Florida 33131 (305) 448-1333 • (305) 448-6767 www.hfflp.com May 1, 2013 Mr. John Portman Portman Holdings 303 Peachtree Center Ave NE Suite 575 Atlanta, GA 30303 Mr. Ugo Colombo CMC Group Inc. 701 Brickell Avenue Suite 3150 Miami, FL 33131 Dear John and Ugo, On behalf of HFF’s global transaction and debt capital team, it is my pleasure to enclose letters of interest from lenders to provide the Portman-CMC team with the required debt financing in the aggregate amount of approximately $400 million for the development of the privately-funded components of the Miami Beach Convention Center District, specifically the hotel, retail and residential components and certain parking areas. These letters represent strong preliminary interest from some of the largest and most active international, national and local commercial banks, as well as life insurance companies, that are active in Florida today and with whom HFF has active lending relationships. These lenders include those that can lead the entire debt financing requirement, as well as those that will participate with a lead lender or may fund varied components. In each case, the lender providing the letter has carefully reviewed our debt financing memorandum, which provides detail on the Portman-CMC plan, the Miami Beach market, and the strong reputation and track record of the various members of your team. Furthermore, senior members of our firm have maintained dialogue with these institutions and provided relevant updates as your plan has evolved. We are quite pleased with the strength and quality of the consortium assembled herein, which has exceeded even our own internal expectations. We have a high degree of confidence in the private-sector financing of this iconic project with the Portman-CMC team as sponsors. Regards, Manny de Zárraga Executive Managing Director 142 143 144 Matthew Juall Commercial Real Estate Banking 450 S Orange Avenue, Floor 10, Orlando, FL 32801 Telephone: 407.236.5408 Facsimile: 407.279.3288 matthew.k.juall@jpmorgan.com JP Morgan Chase Bank, N.A. April 25, 2013 Dear Messrs. Portman and Colombo, I want to thank you for your confidence in JP Morgan. We look forward to growing our relationship with Portman Holdings as well as CMC Group so that JP Morgan can become a lead lender or a participant in the financing syndicate for Portman Holdings and CMC Group’s potential development of the privately- funded components of the redevelopment of the Miami Beach Convention Center District. Based on the preliminary financing memorandum provided, you have advised us of your interest in pursuing a transaction in which Portman Holdings and CMC Group would construct a privately held 800- key hotel, 377 residential rental units, 185,000 square feet of retail, the 700-seat Cirque du Soleil Theater, and 2,678 private parking spaces in the Miami Beach Convention Center District. You have advised us that the total cost of the project is anticipated to be approximately $650 to $700 million, and that you intend to finance the project with a combination of equity and debt financing. With respect to the debt financing, you have advised us that you will seek to arrange a first mortgage debt facility in an aggregate amount of $375 to $400 million. Based upon current market conditions, our present understanding of the project, and our historical relationship and knowledge of the capability of your companies to successfully construct such a project, we believe that the proposed facility can be arranged, and consider it extremely likely that we would be interested in being a lead lender or a participant in the financing syndicate to arrange the proposed facility and issue a commitment to provide a significant portion of the proposed debt financing. We at JP Morgan support your efforts to be awarded the contract and to guide the project through to its successful completion, and are very interested and committed to working with you to explore the wide range of financial options and structures that may be considered. On behalf of the JP Morgan, I want to express our sincere appreciation to be considered [for this financing opportunity. We understand the importance of this project to the City of Miami Beach as well as to Portman Holdings and CMC Group, and will, accordingly, utilize our best efforts to arrange a financing solution that is timely and mutually agreeable. Sincerely, Matthew Juall 145 146 147 148 149 Felix M. Figueroa Director 1000 Abernathy Road Suite 725 Atlanta, Georgia 30328 770.225.3445 770.395.2801 Fax felixfigueroa@northwesternmutual.com April 11, 2013 Dear Messrs. Portman and Colombo, I want to thank you for your confidence in The Northwestern Mutual Life Insurance Company ("Northwestern"). We look forward to growing our relationship with Portman Holdings as well as CMC Group and consideration of your potential development of the privately-funded components of the redevelopment of the Miami Beach Convention Center District. Based on the preliminary financing memorandum provided, you have advised us of your interest in pursuing a transaction in which Portman Holdings and CMC Group would construct a privately held 800-key hotel, 377 residential rental units, 185,000 square feet of retail, the 700-seat Cirque du Soleil Theater, and 2,678 private parking spaces in the Miami Beach Convention Center District. You have advised us that the total cost of the project is anticipated to be approximately $650 to $700 million, and that you intend to finance the project with a combination of equity and debt financing. With respect to the debt financing, you have advised us that you will seek to arrange a first mortgage debt facility in an aggregate amount of $375 to $400 million. Based upon current market conditions, our present understanding of the project, and our historical relationship and knowledge of the capability of your companies to successfully construct such a project, we believe that the proposed facility can be arranged, and consider it likely that Northwestern may be interested in being a lender in the proposed facility and issue a commitment to provide a portion of the proposed debt financing. We at Northwestern support your efforts to be awarded the contract and to guide the project through to its successful completion. On behalf of the Northwestern, I want to express our sincere appreciation to be considered for this financing opportunity. We understand the importance of this project to the City of Miami Beach as well as to Portman Holdings and CMC Group and will, accordingly, work with you to arrange a financing solution that is timely and mutually agreeable. However, please know that proposed terms and conditions for such financing will require approval of Northwestern's Real Estate Department senior management and the Finance Committee of its Board of Trustees. Accordingly, this letter does not constitute a legally binding or enforceable agreement between the parties and does not create any legal rights or obligations between the parties. Very truly yours, Felix M. Figueroa Director – Production Atlanta Regional Office 150 151 152 153 154 155 OCEAN BANK April 29, 2013 Dear Messrs. Portman and Colombo, I want to thank you for your confidence in Ocean Bank. We look forward to growing our relationship with Portman Holdings as well as CMC Group so that Ocean Bank can consider becoming a participant in the financing syndicate for Portman Holdings and CMC Group's potential development of the privately-funded components of the redevelopment of the Miami Beach Convention Center District. Based on the preliminary financing memorandum provided, you have advised us of your interest in pursuing a transaction in which Portman Holdings and CMC Group would construct a privately held 800-key hotel, 377 residential rental units, 185,000 square feet of retail, the 700-seat Cirque du Soleil Theater, and 2,678 private parking spaces in the Miami Beach Convention Center District. You have advised us that the total cost of the project is anticipated to be approximately $650 to $700 million, and that you intend to finance the project with a combination of equity and debt financing. With respect to the debt financing, you have advised us that you will seek to arrange a first mortgage debt facility [facilities] in an aggregate amount of $475 to $400 million. Based upon current market conditions, our present understanding of the project, and knowledge of the capability of your companies to successfully construct such a project, we would be interested in considering being a participant in the financing syndicate to arrange the proposed facility and issue a commitment subject to our complete underwriting and committee approval to provide a portion of the proposed debt financing. We at Ocean Bank support your efforts to be awarded the contract and to guide the project through to its successful completion, and are very interested in working with you to explore the wide range of financial options and structures that may be considered. On behalf of Ocean Bank, I want to express our sincere appreciation to be considered for this financing opportunity. We understand the importance of this project to the City of Miami Beach as well as to Portman Holdings and CMC Group and will, accordingly, utilize our best efforts to consider a financing solution that is timely and mutually agreeable. ) Rega , Guille .Molin Senior Vice President Real Estate Department O, arda 3i44-J 144 305-4422660 oceahank.com 156 157 Exhibit 18 Letters of Support 158 Roger Zampell May 3, 2013 Senior Vice President Development Portman Holdings 303 Peachtree Center Ave NE Suite 575 Atlanta, GA 30303 Re: Miami Beach Convention Center Dear Roger, Thank you for sending us copies of your design / vision for the future Miami Beach Convention Center. Having produced many events in the MBCC over the years, we are quite familiar with the facility, and the surrounding area. From our prospective, your proposed design is not only creative but will transform the MBCC into a more versatile and cost effective convention and exhibition center. We specifically, appreciate the new covered loading dock location which allows direct open access to all exhibit halls while shielding the local neighborhoods from the vehicle movements and noise, increases material movement capacity, and will decrease the time required for events to move in / out. This feature alone will allow the MBCC to secure more event business because the time required moving in / out an event can be reduced. The new configuration for the exhibit halls, meetings rooms, and vehicle parking is significantly more versatile which will accommodate a wider variety of events, and increase the MBCC access to expos, corporate meetings and live events that would not be possible with the current configuration. From our prospective, your proposed design will enhance Miami Beach’s ability to attract future business, reduce event production costs, and increase the efficiency of the facility while maintaining the integrity of the surrounding neighborhoods. Should you have any questions or need any additional information, please do not hesitate to contact me. Sincerely, Jay Atherton Executive Vice President, Operations 159 160