MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT REGULAR MEETING AGENDA April 17, 2019
Miami World Center Community Development District OFFICE OF THE DISTRICT MANAGER 2300 Glades Road, Suite 410W Boca Raton, Florida 33431 Phone: (561) 571-0010 Toll-free: (877) 276-0889 Fax: (561) 571-0013 April 10, 2019 Board of Supervisors Miami World Center Community Development District ATTENDEES: Please identify yourself each time you speak to facilitate accurate transcription of meeting minutes. Dear Board Members: A Regular Meeting of the Miami World Center Community Development District s Board of Supervisors will be held on April 17, 2019 at 11:00 a.m., at the offices of Greenberg Traurig, P.A., 333 S.E. 2 nd Ave., 44 th Floor, Room 44-008, Miami, Florida 33131. The agenda is as follows: 1. Call to Order/Roll Call 2. Public Comments 3. Ratification of Coastal/Tishman Change Order Number 031 (support documentation available upon request) 4. Ratification of Requisitions (support documentation available upon request) A. Number 50 [Coastal-Tishman] B. Number 51 [Coastal-Tishman] C. Number 52 [Siemens Industry, Inc.] D. Number 53 [Miami WorldCenter Holdings, LLC] E. Number 54 [Coastal-Tishman] 5. Consideration of First Amendment to Developer s Advance Funding Agreement 6. Consideration of Supplemental Assessment Methodology Report 7. Acceptance of Unaudited Financial Statements as of February 28, 2019 8. Approval of February 20, 2019 Regular Meeting Minutes 9. Staff Reports A. District Counsel: Billing, Cochran, Lyles, Mauro & Ramsey, P.A. B. District Engineer: Kimley-Horn and Associates, Inc.
Board of Supervisors Miami World Center Community Development District April 17, 2019, Regular Meeting Agenda Page 2 C. Operations Manager: Square Edge Inc. D. District Manager: Wrathell, Hunt and Associates, LLC NEXT MEETING DATE: May 15, 2019 at 11:00 A.M. 10. Board Members Comments/Requests 11. Public Comments 12. Adjournment Should have any questions or concerns, please do not hesitate to contact me directly at (561) 719-8675. Sincerely, Craig Wrathell District Manager FOR BOARD MEMBERS AND STAFF TO ATTEND BY TELEPHONE Call-in number: 1-888-354-0094 Conference ID: 2144145
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 3
CHANGE ORDER PROJECT: CHANGE ORDER NUMBER: 031 09-5564 Phase One Public Improvements DATE: 2/4/2019 Miami WorldCenter Development CONTRACTOR: Coastal/Tish man, a Joint Venture, a Florida General Partnership OWNER: Miami World Center Community Development District Title: COR's # 78Rl, 105, 109, 111 and 113 COR# Description 78R1 UPC - Relcoate FPL Wood Pole Feeding Signalized Intersection - (CONT $8,169.66) 105 GCC - Installation of Schedule 80 pvc Irrigation Sleeve - (CONT $940.95) GCC -Adjusting Telecomm MHs ( NE 8th ST and NE 1st Ave) adjacent to Block G - Transter 109 from 02-999 $26,000 111 UPC - Concrete Plant Nightime Fee - (CONT $4,000) 113 GCC - T&M Exploratory Digging at NE 8th ST Plat 2 - (CONT $2,002.08) Total: Amount $ $ $ $ $ THE CONSTRUCTION AGREEMENT IS CHANGED AS FOLLOWS: (Include, where applicable, any undisputed amount attributable to previously executed Change Directives) The original Contract Price was The net change by previously authorized Change Orders The Contract Price prior to this Change Order was The Contract Price will be increased by this Change Order in the amount of The new Contract Price including this Change Order will be $ $ $ $ $ 33,236,625 (906,377) 32,330,249 32,330,249 The Contract Time will be increased by Zero (O) days. The date of Substantial Completion as of the date of this Change Order therefore is 1/31/2019 NOTE: This Change Order does not include changes in the Contract Price or the Contract Time, which have been authorized by Change Directive until the cost and time have been agreed upon by both Owner and Contractor, in which case a Change Order is executed to supersede the Change Directive. This Change Order constitutes a full settlement, satisfaction and accord with respect to all matters relating to the subject matter of this Change Order, including, without limitation, the adjustments, if any, in the Contract Price and/or the Contract Time. 09-5564 MWC-CDD Public Improvements 1 Change Order No. 31
NOT VALID UNTIL SIGNED BY CONTRACTOR AND DEVELOPER. CONTRACTOR: OWNER: Coastal/Tish man, a Joint Venture, a Fiorida general partnership, By: Coastal Construction of Miami Dade County, Inc., a Florida By: Name: Title: By: Tishman Construction Corporation of Florida, a Florida By: Name: Title: By: Name: Title: Kimley-Horn By: Name: Title: 09-5564 MWC-CDD Public Improvements 2 Change Order No. 31
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 4A
$74,065,000 MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2017 (Acquisition and Construction) The undersigned, a Responsible Officer of the Miami World Center Community Development District (the "Districtii) hereby submits the foiiowing requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the District and Regions Bank, as trustee (the "Trustee"), dated as offebruary I, 2017, as supplemented by that certain First Supplemental Trust Indenture dated as of February 1, 2017 (collectively, the "Series 2017 Indenture") ( all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2017 Indenture): (A) Requisition Number: 50 (B) (C) Identify Acquisition Agreement, ifapplicable; Name of Payee pursuant to Acquisition Agreement: Coastal-Tishman, a Joint Venture (D) Amount Payable: $801,012.00 (E) (F) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments): Fund or Account and subaccount, ifany, from which disbursement to be made: Series 2017 Acquisition and Construction Account ofthe Acquisition and Construction Fund. The undersigned hereby certifies that: 1. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Series :Wl 7 Acquisition and Construction Account; 3. each disbursement set forth above was incurred in connection with the Cost of the Series 2017 Project; and 4. each disbursement represents a Cost of the Series 2017 Project which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice ofany lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any ofthe moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. Page l of2
The undersigned hereby further certifies that such requisition contains no item representing payment on account ofany retained percentage which the District is at the date ofsuch certificate entitled to retain. Originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District. MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE OR REQUESTS ONLY The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the Series 2017 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report ofthe Consulting Engineer, as such report shall have been amended or modified. Date: Page 2 of2
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 4B
$74,065,000 ~= - ~~ \VORLD CENTER COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, 2017 (Acquisition and Construction) The undersigned, a Responsible Officer of the Miami World Center Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the tenns of the Master Trust Indenture between the District and Regions Bank, as trustee (the "Trustee"), dated as offebruary 1, 2017, as supplemented by that certain First Supplemental Trust Indenture dated as of February 1, 2017 (collectively, the "Series 2017 Indenture") (all capitalized terms used herein shall have the meaning ascribed to such tenn in the Series 2017 Indenture): (A) Requisition Number: 51 (B) (C) Identify Acquisition Agreement, if applicable; Name of Payee pursuant to Acquisition Agreement: Coastal-Tishman, a Joint Venture (D) Amount Payable: $515,667.00 (E) (F) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments): Fund or Account and subaccount, if any, from which disbursement to be made: Series 2017 Acquisition and Construction Account of the Acquisition and Construction Fund. The undersigned hereby certifies that: 1. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Series 2017 Acquisition and Construction Account; 3. each disbursement set forth above was incurred in connection with the Cost of the Series 2017 Project; and 4. each disbursement represents a Cost of the Series 2017 Project which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. Page 1 of2
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such ce1iificate entitled to retain. Originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District. MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer CONSULTING ENGINEER'S NON-COST ISSUANCE REQUESTS The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the Series 2017 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report ofthe Consulting Engineer, as such report shall have been amended or modified. Date: Page 2 of2
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 4C
$74,065,000 MIAMI \VORLD COMMUNITY DEVELOPMENT SPECIAL ASSESSMENT BONDS, SERIES 2017 (Acquisition and Construction) The undersigned, a Responsible Officer of the Miami World Center Community Development Distiict (the "District") hereby submits the following requisition for disbursement under and pursuant to the tenns of the Master Trust Indenture between the District and Regions Bank, as trustee (the "Trustee"), dated as offebruary 1, 2017, as supplemented by that ce1tain First Supplemental Trust Indenture dated as of February 1, 2017 (collectively, the "Series 2017 Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2017 Indenture): (A) Requisition Number: 52 (B) (C) Identify Acquisition Agreement, if applicable; Name of Payee pursuant to Acquisition Agreement: Siemens Inc. (D) Amount Payable: $281,429.22 (E) (F) Purpose for which paid or incurred: DP0#06 Fund or Account and subaccount, if any, from which disbursement to be made: Series 2017 Acquisition and Construction Account ofthe Acquisition and Construction Fund. The undersigned hereby certifies that I. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Series 2017 Acquisition and Construction Account; 3. each disbursement set forth above was incurred in connection with the Cost of the Series 2017 Project; and 4. each disbursement represents a Cost of the Series 2017 Project which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any ofthe moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. Page 1 of2
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the Distiict is at the date of such certificate entitled to retain. Originals of the invoice(s) from the vendor ofthe property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District. MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost ofthe Series 2017 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report ofthe Consulting Engineer, as such report shall have been amended or modified. Consulting Engineer Date: Page 2 of2
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 4D
$74,065,000 CENTER COMMUNITY DEVELOPMENT SPECIAL ASSESSMENT BONDS, SERIES 2017 (Acquisition and Construction) The undersigned, a Responsible Officer of the Miami World Center Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the tenns of the Master Trust Indenture between the District and Regions Bank, as trustee (the "Trustee"), dated as offebruary 1, 2017, as supplemented by that certain First Supplemental Trust Indenture dated as of February 1, 2017 (collectively, the "Series 2017 Indenture") (all capitalized terms used herein shall have the meaning ascribed to such tenn in the Series 2017 Indenture): (A) Requisition Number: 53 (B) (C) Identify Acquisition Agreement, if applicable; Name ofpayee pursuant to Acquisition Agreement: (D) Amount Payable: $240,823.10 (E) (F) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments): Fund or Account and subaccount, ifany, from which disbursement to be made: Series 2017 Acquisition and Construction Account ofthe Acquisition and Construction Fund. The undersigned hereby certifies that: 1. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Series 2017 Acquisition and Construction Account; 3. each disbursement set forth above was incurred in connection with the Cost of the Series 2017 Project; and 4. each disbursement represents a Cost of the Series 2017 Project which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any ofthe moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. Requisition No. 53
The undersigned hereby fmiher certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain. Originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District. MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer REQUESTS FOR The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the Se1ies 2017 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report ofthe Consulting Engineer, as such report shall have been amended or modified. Requisition No. 53
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 4E
$74,065,000 MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2017 (Acquisition and Construction) The undersigned, a Responsible Officer of the Miami World Center Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the District and Regions Bank, as trustee (the "Trustee"), dated as offebruary 1, 2017, as supplemented by that certain First Supplemental Trust Indenture dated as of February 1, 2017 (collectively, the "Series 2017 Indenture") (all capitalized tenns used herein shall have the meaning ascribed to such tenn. in the Series 2017 Indenture): (A) Requisition Number: 54 (B) (C) Identify Acquisition Agreement, if applicable; Name of Payee pursuant to Acquisition Agreement: Coastal-Tishman, a Joint Venture (D) Amount Payable: $1,094,098.00 (E) (F) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments): Fund or Account and subaccount, if any, from which disbursement to be made: Series 2017 Acquisition and Construction Account of the Acquisition and Construction Fund. The undersigned hereby certifies that: 1. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Series 2017 Acquisition and Construction Account; 3. each disbursement set forth above was incmted in connection with the Cost of the Series 2017 Project; and 4. each disbursement represents a Cost of the Series 2017 Project which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. Page 1 of2
The undersigned hereby further certifies that such requisition contains no item representing payment on account ofany retained percentage which the District is at the date ofsuch certificate entitled to retain. Originals ofthe invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District. MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost ofthe Series 2017 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report ofthe Consulting Engineer, as such report shall have been amended or modified. Consulting Engineer Date: Page 2 of2
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 5
FIRST AMENDMENT TO DEVELOPER'S ADVANCE FUNDING AGREEMENT THIS FIRST AMENDMENT TO DEVELOPER S ADVANCE FUNDING AGREEMENT (the First Amendment ) is made and entered into as of the day of, 2019 (the Effective Date ), by and between: MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Miami, Miami-Dade County, Florida, and whose mailing address is 2300 Glades Road, Suite 410W, Boca Raton, Florida 33431 (the District ); and MIAMI WORLDCENTER HOLDINGS, LLC, a Delaware limited liability company authorized to do business in the State of Florida, the principal developer of lands within the boundaries of the District, whose address is One Town Center Road, Suite 600, Boca Raton, Florida 33486 (the Developer ); RECITALS WHEREAS, Developer is one of the owners of lands within the District and is the primary Developer of the public infrastructure within the District; and WHEREAS, the Developer and the District entered into that certain Developer s Advanced Funding Agreement, dated June 20, 2018 (the Agreement ); and WHEREAS, the Developer and the District have mutually agreed to modify the Agreement with respect to the timely payment of advanced funding by Developer to District and the District s need for payment of funds by the Developer to meet the requirements of the FPL Agreement; and WHEREAS, the District may need sufficient funds readily available to make the Monthly Payments under the FPL Agreement and the Developer has agreed to advance those funds to the District upon the District providing 60 days advanced notice to the Developer for advanced funding ( Advanced Funding ). First Amendment Funding Agreement (Streetlights) 2-6-19-1 -
NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties hereinafter recited, the receipt and sufficiency of which is hereby acknowledged, the District and the Developer agree as follows: Section 1. Recitals. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this First Amendment. Section 2. Section 2 of the Agreement, is hereby amended as follows: 2. Funding. A. The Developer agrees to advance and remit the monies to the District as necessary so that the District can timely make the required Monthly Payments pursuant to the FPL Agreement. The District shall provide notice to the Developer that the District requires Advanced Funding from the Developer and Developer shall make such payment of Advanced Funding to the District within 60 days of the date of the District s notice., in accordance with the following schedule: DEVELOPER QUARTERLY AMOUNT ADVANCED FUNDING TO DISTRICT DUE August 1, 2018 $21,600.00 December 1, 2018 $21,600.00 March 1, 2019 $21,600.00 June 1, 2019 $21,600.00 September 1, 2019 $21,600.00 December 1, 2019 $21,600.00 March 1, 2020 $21,600.00 June 1, 2020 $21,600.00 September 1, 2020 $21,600.00 December 1, 2020 $21,600.00 B. The funds received by the District from the Quarterly Advanced Funding shall be placed in the District's general checking account. C. The Developer and the District collectively agree that the advance of funds through the Quarterly Advanced Funding in furtherance of the Monthly Payments required under the FPL Agreement are subject to all applicable legal requirements and the following terms and provisions: (a) Quarterly Advanced Funding shall be made in furtherance of the Monthly Payments required pursuant to the FPL Agreement. First Amendment Funding Agreement (Streetlights) 2-6-19
(b) Quarterly Advanced Funding shall be reimbursed to the Developer by the District from time to time as the District receives sufficient collections, as determined by the District Manager of the District (the District Manager ), of non-ad valorem assessment revenues levied in accordance with the District s annual budget, as adopted each Fiscal Year, and provided that the District Manager determines that there are sufficient assessment revenues available to make a payment towards the reimbursement of Quarterly Advanced Funding. All Quarterly Advanced Funding shall be reimbursed to the Developer by the District by the Termination Date, as such term is later defined. (c) No Quarterly Advanced Funding made by Developer pursuant to this Agreement shall bear interest. (d) Developer shall make available to the District the moneys necessary for any and all Monthly Payments required by the FPL Agreement, which arise during the term of this Agreement. In the event the actual Monthly Payments exceed the $5,400.00 per month ($21,600 per quarter), the Developer shall be responsible to pay the District its applicable shortfall within thirty (30) days of receipt of notice of such shortfall; and (e) The District Manager shall maintain an accounting of all Quarterly Advanced Funding received from Developer and reimbursed by the District. Section 3. The Developer and the District agree that this First Amendment shall be effective as of (the Effective Date ). Section 4. In all other respects not specifically amended by this First Amendment, the Agreement between the Developer and the District remain in full force and effect as provided by their terms. IN WITNESS WHEREOF, the parties hereto execute this First Amendment and further agree that it shall take effect as of the Effective Date defined herein. Attest: MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT Secretary/Assistant Secretary By: Chairperson/Vice Chairperson day of, 2019 First Amendment Funding Agreement (Streetlights) 2-6-19
STATE OF FLORIDA } COUNTY OF MIAMI-DADE } The foregoing instrument was acknowledged before me this day of, 2019, by, as Chairperson/Vice Chairperson of the Board of Supervisors for MIAMI WORLD CENTER DEVELOPMENT DISTRICT, who is personally known and/or produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to his or her best knowledge. [SEAL] Notary Public Commission: STATE OF FLORIDA } COUNTY OF MIAMI-DADE } The foregoing instrument was acknowledged before me this day of, 2019, by, as Secretary/Assistant Secretary of the Board of Supervisors for MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT, who is personally known and/or produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to his or her best knowledge. [SEAL] Notary Public Commission: First Amendment Funding Agreement (Streetlights) 2-6-19
MIAMI WORLDCENTER HOLDINGS, LLC, a Delaware limited liability company PWV GROUP 1 HOLDINGS, LLC, a Delaware limited liability company, Its Managing Member Witnesses: Print Name By: Print Name: Title: Print Name day of, 2019 STATE OF } COUNTY OF } The foregoing instrument was acknowledged before me this day of, 2019, by, as of PWV GROUP 1 HOLDINGS, LLC, a Delaware limited liability company, Managing Member of MIAMI WORLDCENTER HOLDINGS, LLC, a Delaware limited liability company. He or she is personally known to me or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his or her knowledge. Notary Public Commission: First Amendment Funding Agreement (Streetlights) 2-6-19
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 6
SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT April 10, 2019 Prepared for Board of Supervisors Miami World Center Community Development District Prepared by PFM Financial Advisors, LLC 12051 Corporate Boulevard Orlando, Florida 32817 407-382-3256
Supplemental Assessment Report Miami World Center Community Development District Supplemental Assessment Methodology Report Miami World Center Community Development District 1.0 Background The Miami World Center Community Development District ( District ) was created by the Miami-Dade County Commission by ordinance enacted on July 14, 2015, effective July 24, 2015. The District approved the Amended and Restated Master Assessment Methodology Report dated November 22, 2016, as supplemented by Supplemental Assessment Methodology Report dated February 9, 2017 and Supplemental Assessment Methodology Report dated February 15, 2019 (collectively the Methodology ). Capitalized terms used in this Supplement have the respective meanings assigned in the Methodology. The Methodology provides that, at the outset, the allocation of the debt evidenced by Series 2017 Bonds is made on a gross acreage basis across all specially benefited acres in the District ( Properties ). Then, as the sale of specific properties along with the conveyance of specific entitlements occurs, the District will more finely articulate the allocation of debt to the Properties based on the entitlements that are conveyed, with the allocation process being a first conveyed, first assessed process subject to later actual conveyance of entitlements and later actual development. The purpose of this report is threefold: First, to clarify the application of the first conveyed, first assessed process in allocating the debt evidenced by against the Series 2017 Bonds; second to clarify the conveyance of entitlements within a range in order to further distinguish the difference between a conveyance of entitlements for zoning purposes and a conveyance of entitlements for the purpose of allocating the debt evidenced by the Series 2017 Bonds; and, third, to clarify the role and distinction of the issuance of a Permit for construction of improvements and a certificate of occupancy ( CO ) for completed improvements. Since the issuance of the Series 2017 Bonds and the adoption of the Methodology, there have been no changes to the District Engineer s Report or the land development plan or the development program for the Properties. The land development plan as adopted in the Methodology is summarized in Table 1 below, and the development program as adopted in the Methodology consists of 457,900 square feet of retail and Page 2 of 8
Supplemental Assessment Report Miami World Center Community Development District commercial space, 500,000 square feet of commercial office space, 1,369 condominiums, 1,856 apartment units, and 400 hotel rooms. Table 1: Projected Land Use Plan for Properties Location and Land Use Volume (square feet or units) Tract A Retail (sqft) 300,000 Tract A Condominiums Large 311 Tract A Condominiums Small 258 Tract A Apartments 434 Tract A Commercial (sqft) 500,000 Tract A Hotel (rooms) 200 Tract A Garage (spaces) 2,000 Block G Apartments 872 Block G Retail (sqft) 25,000 Block E Apartments 300 Block E Hotel (rooms) 200 Block E Retail (sqft) 21,400 Block A Condos 400 Block A Retail (sqft) 72,500 Block A Apartments 250 Block B Condos 400 Block B Retail (sqft) 39,000 Source: Miami World Center Holdings, LLC and its affiliates ( Landowner ) 2.0 First Conveyed, First Assessed Allocation. As noted above, the Methodology first allocates debt on a gross acreage basis. Then, as sales of properties along with the conveyance of specific entitlements occurs, the District refines the debt allocation based on the entitlements that are conveyed. This allocation based on entitlements Methodology uses the equivalent residential unit ( ERU ) method. Based on the adopted land development plan and development program, the debt evidenced by Series 2017 Bonds Series is allocated among an assigned total 5,656 ERU allocation for a par debt allocation of the Series 2017 Bonds equal to $13,094 per ERU. Table 2 displays the allocation plan based on the adopted land development plan and development program for the District as previously published in the Methodology. Page 3 of 8
Supplemental Assessment Report Miami World Center Community Development District Table 2. Allocation of the Cost of the Special Assessment Revenue Bonds Development Plan Volume ERU/Unit /SqFt ERUs % ERU Assessment Debt/Unit Annual Total LT Debt Assessment/Unit Assess. Pmt Tract A Retail (sqft) 300,000 0.001 300 5% $3,928,225 $13 $0.87 $260,793 Tract A Condominiums Large 311 2.00 622 11% $8,144,520 $26,188 $1,738.62 $540,711 Tract A Condominiums Small 258 1.50 387 7% $5,067,410 $19,641 $1,303.96 $336,423 Tract A Apartments 434 1.00 434 8% $5,682,832 $13,094 $869.31 $377,280 Tract A Commercial (sqft) 500,000 0.0005 250 4% $3,273,521 $7 $0.43 $217,327 Tract A Hotel (rooms) 200 1.00 200 4% $2,618,817 $13,094 $869.31 $173,862 Tract A Garage (spaces) 2,000 0.18 363 6% $4,759,324 $2,380 $157.98 $315,969 Block G Apartments 872 1.00 872 15% $11,418,041 $13,094 $869.31 $758,038 Block G Retail (sqft) 25,000 0.001 25 0% $327,352 $13 $0.87 $21,733 Block E Apartments 300 1.00 300 5% $3,928,225 $13,094 $869.31 $260,793 Block E Hotel (rooms) 200 1.00 200 4% $2,618,817 $13,094 $869.31 $173,862 Block E Retail (sqft) 21,400 0.001 21 0% $280,213 $13 $0.87 $18,603 Block A Condos 400 1.65 660 12% $8,642,095 $21,605 $1,434.36 $573,744 Block A Retail (sqft) 72,500 0.001 73 1% $949,321 $13 $0.87 $63,025 Block A Apartments 250 1.00 250 4% $3,273,521 $13,094 $869.31 $217,327 Block B Condos 400 1.65 660 12% $8,642,095 $21,605 $1,434.36 $573,744 Block B Retail (sqft) 39,000 0.001 39 1% $510,669 $13 $0.87 $33,903 ========== ======= ========== Total 5,656 100% $74,065,000 $4,917,138 Page 4 of 8
Supplemental Assessment Report Miami World Center Community Development District As properties are sold, specific conveyances of entitlements are made by an Entitlements Document recorded among the Public Records of Miami-Dade County, Florida. The Entitlements Document is executed and acknowledged by Miami WorldCenter Holdings, LLC, a Delaware limited liability company ( MWC Holdings ) and the deed grantee, as successor fee title owner of such Property, and represents a conveyance of entitlements for two (2) distinct purposes: first, as a conveyance of use density and square foot development intensity for zoning purposes pursuant to the terms of that certain Amended and Restated Covenant in Lieu of Unity of Title (the Amended and Restated CIL ) recorded in Official Records Book 31271 at Page 3262 of the Public Records of Miami-Dade County, Florida; and second, as a conveyance of ERUs allocating the debt evidenced by the Series 2017 Bonds under the authority and on behalf of the District in accordance with the Methodology. For clarity, the first conveyed, first assessed allocation process for the Series 2017 Bonds means that, based on the current adopted land development plan and development program for the District (and for so long as the adopted land development plan and development program remains in effect unmodified), upon the conveyance of the conveyance of entitlements and the allocation of ERUs to a specific Property within the District, the ERUs attributable to the Property, and the allocation of debt of the Series 2017 Bonds, shall be equal to $13,094 per ERU, which allocation as herein provided for under Section 4.0 below may not thereafter be increased, but may be decreased. 3.0 Allocation of Debt to Properties Where an Entitlements Documents conveys a fixed conveyance of density and development square foot intensity for zoning purposes under the Amended and Restated CIL and a fixed conveyance of ERUs for the allocation of debt evidenced by the Series 2017 Bonds, such conveyance is the same for zoning purposes under the Amended and Restated CIL and for the allocation of debt evidenced by the Series 2017 Bonds under the Methodology. Where, however, an Entitlements Document conveys a fixed (or maximum) conveyance of density and development square foot intensity for zoning purposes under the Amended and Restated CIL, but a variable (or range) conveyance of ERUs for the allocation of debt evidenced the Series 2017 Bonds under the Methodology, then the variable conveyance of ERUs constitutes a range conveyance of entitlements under the Methodology. Where a variable range conveyance of ERUs under the Methodology is effected by an Entitlements Documents, the fixed stated conveyance of density and intensity development square foot for zoning purposes under the Amended and Restated CIL constituted the vested unit density and development square Page 5 of 8
Supplemental Assessment Report Miami World Center Community Development District footage to which the applicable Property shall be entitled for zoning purposes in accordance with the terms of the Entitlements Document, but the minimum ERUs in a variable or range conveyance of ERUs controls the allocation of debt evidenced by the Series 2017 Bonds under the Methodology (unless and until such ERU allocation is increased in accordance with the Methodology and the remainder of this Supplement. All prior conveyances of entitlements with respect to Properties are described on Schedule 1 attached hereto and are hereby ratified and affirmed by this Supplement. As provided for in the Methodology, where an Entitlements Document for the first conveyance of entitlements to a Property affect a conveyance of ERUs within a range (stating a minimum number and a maximum number of ERUs, and/or density and/or development square footage intensity for purposes of the allocation of debt evidenced by the Series 2017 Bonds), the subsequent conveyance of entitlements with respect to that Property: (i) voluntarily may be effected by an Entitlements Document but in all instances shall be effected automatically and without the requirement of any Entitlements Document, upon the issuance of a Permit for any Property evidencing Equivalent Residential Units (and residential or hotel units and/or development square footage) in excess of the ERUs previously conveyed (whether the minimum ERUs conveyed in the applicable range or as previously increased), with such future conveyance of entitlements equal to such excess; and (ii) for clarity, where entitlements are conveyed within a range with respect to any Property, a future conveyance of entitlements may occur with respect to a future single additional development phase of the Property or future multiple additional development phases of the Property, depending on the particular development plan for the Property and any voluntary Entitlements Document(s) and the issuance of Permit(s) for the Property. This Supplement hereby clarifies that the issuance of the Permit for a Property that will effect an ERU conveyance is a vertical permit for the Property (or any development phase of the Property), provided, however, that the aggregate ERUs represented in any vertical permit shall be subject to adjustment (whether increased or decreased) by the final density and development square foot intensity reflected in the master building permit for a Property (or any portion thereof). Page 6 of 8
Supplemental Assessment Report Miami World Center Community Development District 4.0 Changes in Development Plan and Program; True Up Mechanism In any instance where the ERUs conveyed to a Property is less than the ERUs projected under the adopted land development plan and development program for the Property, the excess amount of the ERUs along with the associated debt evidenced by Series 2017 Bonds projected in Table 2 shall be allocated among the Properties then owned by the Master Developer (i.e., MWC Holdings and its affiliates). Barring any other changes, the resulting debt allocated to any future entitlements conveyed thereafter remain unchanged. For clarity, referencing Table 2 for example, if Block A Apartments were conveyed with only 100 units instead of 250 units, giving rise to 100 ERUs with a debt allocation of $13,094 per ERU, the remaining unconveyed entitlements for 150 units and the resulting 150 ERUs would remain in the inventory of entitlements (and by consequence ERUs) owned by the Master Developer. Furthermore, the allocated debt per ERU would remain unchanged. The foregoing is subject to the existing assessment process safeguard under the Methodology that in no event may any Property be assessed in excess of the Ceiling Amount and further subject further to the true up obligation of the Master Developer thereunder. In any instance where a Property is developed in excess of the adopted land development plan and development program and/or ERUs for a Property are conveyed in excess of the 5,656 ERUs currently projected for the District as shown in Table 2, the par value of each ERU shall reduce proportionately for all Properties, and the relative allocation of the Series 2017 Bonds assessable against that Property will proportionately increase. Furthermore, the District s adopted land use plan will be amended to reflect the increased density of the development plan and the increased total expected volume of ERUs. For clarify, the true up mechanism provided for under the Methodology for with respect to entitlements conveyed to the Property shall be applied and calculated against ERU conveyances and not as against the conveyance of density and development square foot intensity for zoning purposes under the Amended and Restated CIL. As such, where an Entitlements Document effects a variable (or range) conveyance of ERUs for the allocation of debt evidenced the Series 2017 Bonds under the Methodology for a Property (or any phased portion(s) of a Property) the true-up mechanism shall apply to and be calculated against any difference between the by the final density and development square foot intensity reflected in a master building permit for that Property (or applicable portion) and the issued CO for that Property (or applicable portion). Page 7 of 8
Supplemental Assessment Report Miami World Center Community Development District If a Property (or such phased portion) fails to develop to the full extent of the ERUs conveyed pursuant to such master building permit as compared against its CO, the Property (or such specified portion) is still obligated to pay for its full complement of allocated debt, and the Property (or such phased portion) will be required to make a true up payment to reduce the allocated debt to the level consistent with the development total in the CO. Page 8 of 8
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 7
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT FINANCIAL STATEMENTS UNAUDITED FEBRUARY 28, 2019
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT BALANCE SHEET GOVERNMENTAL FUNDS FEBRUARY 28, 2019 Major Funds Debt Service Total Governmental Funds General Capital Projects ASSETS Cash - SunTrust $ 577,595 $ - $ - $ 577,595 Investments Reserve - 4,987,929-4,987,929 Capitalized interest - 3,935,133-3,935,133 Construction - - 21,022,316 21,022,316 Construction reserve 1 - - 2,000,000 2,000,000 Cost of issuance - 18,484-18,484 Retainage subaccount - - 983 983 Due from Developer - FPL advanced funding 43,200 - - 43,200 Assessments receivable 5,036 - - 5,036 Interest receivable - 3,327 41,969 45,296 Total assets $ 625,831 $ 8,944,873 $ 23,065,268 $ 32,635,972 LIABILITIES Accounts payable $ 4,196 $ - $ - $ 4,196 Retainage payable - - 615,298 615,298 Accrued wages payable 800 - - 800 Accrued taxes payable 184 - - 184 Developer advance 6,000 - - 6,000 Due to Developer 17,605 - - 17,605 Due to Developer - FPL advanced funding 43,200 - - 43,200 Total liabilities 71,985-615,298 687,283 DEFERRED INFLOWS OF RESOURCES Deferred receipts 5,036 3,327 41,969 50,332 Total deferred inflows of resources 5,036 3,327 41,969 50,332 FUND BALANCES Restricted for: Debt service - 8,941,546-8,941,546 Capital projects - - 20,408,001 20,408,001 Metro Mover 1 - - 2,000,000 2,000,000 Unassigned 548,810 - - 548,810 Total fund balances 548,810 8,941,546 22,408,001 31,898,357 Total liabilities, deferred inflows of resources and fund balances $ 625,831 $ 8,944,873 $ 23,065,268 $ 32,635,972 1 Reserve for Metro Mover. 1
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE PERIOD ENDED FEBRUARY 28, 2019 Current Month Year to Date % of Budget Budget REVENUES Off-roll assessments $ - $ 520,958 $ 1,001,468 52% Developer contribution - 15,213 - N/A Total revenues - 536,171 1,001,468 54% EXPENDITURES Professional & administrative Supervisors 1,634 3,034 8,000 38% FICA 61 168 612 27% District engineer - 7,775 12,500 62% General counsel 2,451 6,134 40,000 15% District manager 4,167 20,833 50,000 42% Accounting O&M 375 1,875 4,500 42% Debt service fund accounting 1,250 6,250 15,000 42% O&M methodology 1,850 1,850 - N/A Assessment roll services - 10,000 20,000 50% Arbitrage rebate calculation - - 750 0% Audit - - 8,500 0% Postage 46 143 1,000 14% Insurance - GL, POL - 10,710 11,781 91% Legal advertising - 105 1,500 7% Miscellaneous- bank charges 4 206 750 27% Website Hosting and maintenance - 635 675 94% ADA compliance 139 139 350 40% Dissemination agent 250 1,250 3,000 42% Annual district filing fee - 175 175 100% Trustee - 3,500 5,500 64% Total professional & administrative 12,227 74,782 184,593 41% 2
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE PERIOD ENDED FEBRUARY 28, 2019 Current Month Year to Date Budget % of Budget Field operations Janitorial services - - 175,000 0% On-site field management - - 50,000 0% Security services - - 300,000 0% Landscape services - - 75,000 0% Road cleaning - - 7,500 0% Pest control - - 2,100 0% Waste removal - - 4,000 0% Telephone/internet - - 5,000 0% Street light services - - 64,000 0% Utilities Electricity - - 13,000 0% Irrigation - - 10,700 0% Stormwater drain inspections/cleanout - - 4,000 0% Copier lease - - 700 0% Repairs & maintenance General - - 10,000 0% Electrical - - 2,500 0% Grounds - - 5,000 0% Irrigation - - 2,500 0% Plant tree replacement - - 10,000 0% Road repair - - 4,000 0% Sidewalk/paver repair - - 7,500 0% Signage - - 1,000 0% Golf cart - - 2,500 0% Holiday lighting - - 25,000 0% Licenses and permits - - 375 0% Contingency - - 18,500 0% Insurance: property - 4,938 8,500 58% Office equipment - - 1,000 0% Office supplies - - 7,500 0% Total field operations - 4,938 816,875 1% Excess/(deficiency) of revenues over/(under) expenditures (12,227) 456,451 - Fund balance - beginning 561,037 92,359 - Fund balance - ending $ 548,810 $ 548,810 $ - 3
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES DEBT SERVICE FUND SERIES 2017 FOR THE PERIOD ENDED FEBRUARY 28, 2019 Current Month Year to Date % of Budget Budget REVENUES Interest income $ 61,593 $ 68,881 $ - N/A Unrealized gain (loss) on investment 2,961 49,123 - N/A Total revenues 64,554 118,004 - N/A EXPENDITURES Interest - 1,883,106 3,766,213 50% Total expenditures - 1,883,106 3,766,213 50% Excess/(deficiency) of revenues over/(under) expenditures 64,554 (1,765,102) (3,766,213) OTHER FINANCING SOURCES/(USES) Transfers out - (17,894) - N/A Total other financing sources/(uses) - (17,894) - N/A Net change in fund balance 64,554 (1,782,996) (3,766,213) Fund balance - beginning 8,876,992 10,724,542 10,762,647 Fund balance - ending $ 8,941,546 $ 8,941,546 $ 6,996,434 4
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CAPITAL PROJECTS FUND SERIES 2017 FOR THE PERIOD ENDED FEBRUARY 28, 2019 Current Month Year to Date REVENUES Interest income $ 58,966 $ 243,450 Unrealized gain (loss) on investment (958) (1,857) Total revenues 58,008 241,593 EXPENDITURES Capital outlay 874,508 3,902,027 Total expenditures 874,508 3,902,027 Excess/(deficiency) of revenues over/(under) expenditures (816,500) (3,660,434) OTHER FINANCING SOURCES/(USES) Transfers in - 17,894 Total other financing sources/(uses) - 17,894 Net change in fund balance (816,500) (3,642,540) Fund balance - beginning 23,224,501 26,050,541 Fund balance - ending $ 22,408,001 $ 22,408,001 5
MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT 8
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 DRAFT MINUTES OF MEETING MIAMI WORLD CENTER COMMUNITY DEVELOPMENT DISTRICT The Board of Supervisors of the Miami World Center Community Development District held a Regular Meeting on February 20, 2019 at 11:00 a.m., at the offices of Greenberg Traurig, P.A., 333 S.E. 2 nd Ave., 44 th Floor, Room 44-008, Miami, Florida 33131. Present at the meeting were: John Chiste Chair Joseph DiCristina Assistant Secretary Peter Brown (via telephone) Assistant Secretary Stephen Colamarino Assistant Secretary Also present were: Craig Wrathell District Manager Cindy Cerbone Wrathell, Hunt and Associates LLC Ginger Wald District Counsel Glenn Fidje Square Edge Inc. Bibiana Tabares Construction Manager FIRST ORDER OF BUSINESS Call to Order/Roll Call Mr. Wrathell called the meeting to order at 11:21 a.m. Supervisors Chiste, DiCristina and Colamarino were present, in person. Supervisor Brown was attending via telephone. Supervisor DiFiore was not present. SECOND ORDER OF BUSINESS Public Comments There being no public comments, the next item followed. THIRD ORDER OF BUSINESS Ratification of Coastal/Tishman Change Order Number 030 (support documentation available upon request) Mr. Wrathell presented, for ratification, the Coastal/Tishman s Change Order Number 030; the contract amount was not changed by this the Change Order.
42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 MIAMI WORLD CENTER CDD DRAFT February 20, 2019 On MOTION by Mr. DiCristina and seconded by Mr. Chiste, with all in favor, Coastal/Tishman Change Order Number 030, was ratified. FOURTH ORDER OF BUSINESS Ratification of Requisitions (support documentation available upon request) Mr. Wrathell presented the following Requisitions, which were already processed: A. Requisition 48 Wausau Title Inc. B. Requisition 49 Coastal-Tishman On MOTION by Mr. Chiste and seconded by Mr. Colarmarino, with all in favor, Requisition 48 Wausau Title Inc, and Requisition 49 Coastal-Tishman, were ratified. FIFTH ORDER OF BUSINESS Consideration of Amended Supplemental Special Assessment Methodology Report (to be provided by Dr. Hank Fishkind) Mr. Wrathell presented an Amended Supplemental Special Assessment Methodology Report. After the last meeting, a minor scrivener s error in Table 1, on Page 3, was discovered. This version of the Report reflects the correction to Table 1, which is now on Page 4. Table 1 now correctly reflects the total Assessment Debt amount of $74,065,000, equivalent to the par amount of bonds, and not $79,320,000 contained in the prior report. On MOTION by Mr. Chiste and seconded by Mr. DiCristina, with all in favor, the Amended Supplemental Special Assessment Methodology Report dated February 15, 2019, was approved. SIXTH ORDER OF BUSINESS Ratification of Square Edge, Inc., Property Management Services Agreement Mr. Wrathell presented, for ratification, the Square Edge Inc. (SEI) Property Management Services Agreement. In his fees, Mr. Fidje already budgeted for insurance related to the construction work but not for insurance for the operation and maintenance (O&M) part. Mr. Wrathell suggested ratifying this agreement, in substantial form, and to include an additional not-to-exceed amount of $13,500 for the cost of the O&M insurance. 2