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HomeMy WebLinkAboutExhibit 1REMISED AND AMENDED INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF MIAMI AND THE MIAMI SPORTS AND EXHIBITION AUTHORITY dated this day of 2012 vilpAO1-1Y TABLE OF CONTENTS STATEMENT OF BACKGROUND AND PURPOSE ARTICLE 1 - EXHIBITS Section 1.1 Section 1.2 ARTICLE 2 - PURPOSE Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 AND DEFINITIONS Exhibits Defined Terms; Singular, Plural and Gender ARTICLE 3 - THE TERM Section 3.1 Section 3.2 ARTICLE 4 - RENT Section 4.1 OF INTERLOCAL AGREEMENT Purpose of Interlocal Obligations of CITY and the AUTHORITY Goals and Responsibilities of the Parties Pertaining to the Air Transportation Facility Creation of Fund Lease of Property to the AUTHORITY Title Initial Term Renewal Term(s) Rent ARTICLE 5 - EASEMENTS Section 5.1 Easement Granted to the AUTHORITY Section 5.2 Limitations on Easement Rights Section 5.3 Non-excusive Easement(s) for Development of Other Areas of Watson Island Section 5.4 Connection of the Air Transportation Facility and Regional Visitors Center to Utilities ARTICLE 6 - USES Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Use of the Property Description of the Airport Area and the Adjacent Area Uses Permitted at the Airport Area Uses Permitted at the Adjacent Area State Approval The Authority's Obligations Pertaining to the Issuance of a Request for Qualifications or Invitation to Bid Reservation of Right of CITY Naming Rights Third Party Obligations ARTICLE 7 - PAYMENT FOR MUNICIPAL SERVICES Section 7.1 Payment for Services Section 7.2 Manner of Payment ARTICLE 8 - CITY'S RIGHT OF ENTRY Section 8.1 CITY'S Right of Entry ARTICLE 9 - PARTICIPATION OF ADDITIONAL AGENCIES, ASSIGNMENTS AND SUBLEASE AGREEMENTS Section 9.1 Participation of Additional Public Agencies, Assignments and Sale of Property 5 6 6 7 10 10 11 12 13 13 13 14 14 14 14 14 15 15 15 16 17 17 17 18 18 19 19 20 20 20 21 21 21 23 23 23 23 24 Section 9.2 Licenses, Permits, Concession, Management Use, and Other Agreements Section 9.3 Subleases ARTICLE 10 - POSSESSION AND CONSTRUCTION OF FACILITIES Section 10.1 Delivery of Possession of the Property Section 10.2 Cooperation Section 10.3 The Improvements Section 10.4 Manner of Construction of Improvements Section 10.5 Design, Concept Plans and Preliminary Drawings Section 10.6 Review and Approval of Preliminary Plans Section 10.7 Review and Approval of Construction Documents Section 10.8 Performance and Payment Bonds Section 10.9 Insurance Section 10.10 Title of the Improvements Section 10.11 CITY Property to Remain Free of Liens Section 10.12 Prompt Payment of Materialmen and Suppliers Section 10.13 Permits and Authorizations Section 10.14 Parking Section 10.15 Manner of Construction of Improvements Upon the Adjacent Area ARTICLE 11 - NOTICES Section 11.1 Method of Addresses ARTICLE 12 - IMPOSITIONS Section 12.1 Impositions as Additional Rent ARTICLE 13 - MAINTENANCE, REPAIR AND ALTERATIONS Section 13.1 Alterations, Improvements, and Changes Permitted Section 13.2 Maintenance Section 13.3 Repairs Section 13.4 CITY'S Reservation of Rights ARTICLE 14 - COMPLIANCE WITH APPLICABLE LAWS Section 14.1 Legal Requirements ARTICLE 15 - INSURANCE Section 15.1 Property to be Insured Section 15.2 Provisions ARTICLE 16 - DAMAGE Section 16.1 Section 16.2 Section 16.3 OF DESTRUCTION Adequately Insured Damage Destruction Underinsured Damage or Destruction Occurring Toward End of Term ARTICLE 17 - UTILITIES Section 17.1 Payment of Utilities ARTICLE 18 - GOVERNMENTAL PURPOSE AND FINANCIAL SUPPORT Section 18.1 Governmental Purpose and Financial Support ARTICLE 19 - ABSENCE OF THIRD PARTY BENEFICIARIES Section 19.1 No Third Party Beneficiaries ARTICLE 20 - DEFAULT AND REMEDIES Section 20.1 Events of Default 24 25 26 26 26 26 27 27 28 29 30 30 30 30 31 31 31 31 32 32 33 33 33 33 34 34 34 35 35 35 35 37 38 38 39 39 40 40 40 40 41 41 41 41 -3- Section 20.2 Remedies 4242 Section 20.3 No Waiver 42 Section 20.4 Remedies Cumulative 43 Section 20.5 Unavoidable Delay/Force:Majeure ARTICLE 21 - LEGAL COUNSEL 4343 Section 21.1 Legal Counsel ARTICLE 22 - ATTORNMENT BY SUBTENANT AND NON -DISTURBANCE 44 BY CITY 44 Section 22.1 Cancellation of Termination of Interlocal Agreement ARTICLE 23 - MORTGAGE FINANCING AND ISSUANCE OF BONDS 4444 Section 23.1 Leasehold Mortgage 45 ARTICLE 24 - ENVIRONMENTAL 45 Section 24.1 Environmental Warranty of AUTHORITY 45 ARTICLE 25 - MISCELLANEOUS 45 Section 25.1 Section Captions 46 Section 25.2 Other Documents 46 Section 25.3 Entire Agreement 46 Section 25.4 Severability 46 Section 25.5 Approvals and Consents 46 i Section 25.6 Governing Laws 47 Section 25.7 Amendments 47 Section 25.8 Waiver of Jury Trials 47 Section 25.9 Quiet Enjoyment 47 Section 25.10 Surrender of Possession ARTICLE 26 - NO PERSONAL LIABILITY 4747 Section 26.1 Protection From Personal Liability EXHIBITS: • Exhibit A Boundary Survey and Legal Description of the Air Transportation Facility Exhibit B Boundary Survey and Legal Description of Heliport Facility Exhibit C Boundary Survey and Legal Description of Seaplane Facility Exhibit D Conceptual Site Plan Exhibit E Depiction of the Adjacent Area (to be attached pursuant to the provisions of Section 6.2 of this Agreement) E::hibit F Deed of Florida dated February 24, 1949 recorded in Book 3130, Page of the Number 19447 from the Trustees of the ,Internal Improvement Fund 257 State Exhibit G Joint Participation Agreement (FDOT and City of Miami) -4- THIS REVISED AND AMENDED INTERLOCAL AGREEMENT ("Agreement") is made and executed this day of 2012, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida ("CITY"), and the MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous agency and instrumentality of the CITY ("AUTHORITY"). STATEMENT OF BACKGROUND AND PURPOSE WHEREAS, pursuant to the findings reported by Thompson Consultants International in the Master Plan prepared in March of 1995, there is a demand for air transportation services in the Greater Miami downtown area; and WHEREAS, the CITY is owner, in fee simple of all that certain land located in the Greater Miami downtown area, in Dade County, Florida known as "Watson Island" pursuant to a portion of the area under Deed No. 19447, dated February 24, 1949 from the State of Florida Board of Trustees of the Internal Improvement Fund ("Board") to the City filed for record April 11, 1949 in Deed Book 3130, Page 257 of the Public Records of Miami -Dade County, Florida ("State Deed"); and WHEREAS, the State Deed has a particular restriction, among other restrictions, requiring use for public purpose including municipal purposes; and WHEREAS, the CITY completed a Master Plan Study on June 9, 2004, prepared by Kimley-Horn and Associates for the development of an Air Transportation Facility on 'Watson Island; and WHEREAS, the CITY requested assistance from the State of Florida, in the form of a grant, for the costs of development and construction of the Air Transportation Facility, and the State of Florida has appropriated certain funds for such assistance; and - 5 - WHEREAS, under the authority of §211.057, F.S., [now repealed; See §212.0305, F.S.] the Miami City Commission, by Ordinance No. 9662, established the AUTHORITY as an independent and autonomous agency and instrumentality of the CITY; and WHEREAS, the AUTHORITY is empowered to acquire in its own name, real property, and to lease, sell, and license real property, all in accordance with its stated purpose; and WHEREAS, on April 25, 1996, the Miami City Commission, passed and adopted Resolution No. 96-281 authorizing and directing the City Manager to negotiate an agreement between the CITY and the AUTHORITY, and designated the AUTHORITY as the entity to coordinate the development of the Air Transportation Facility,; and WHEREAS, the AUTHORITY, with funding assistance subject to availability from other parties, which will include the Florida Department of Transportation to develop, and construct the Air Transportation at,Watson Island; and WHEREAS, on March 29, 2012 the Members of the Board of the AUTHORITY, passed a motion authorizing and directing the Director to negotiate and execute an agreement between the AUTHORITY and the CITY to effectuate and implement the purposes stated above; NOW THEREFORE, in consideration of the benefits that will accrue to the parties by virtue of this agreement and the respective terms and conditions contained herein, the parties hereto agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS Section 1.1. Exhibits. Attached or to be attached, as specifically indicated in this Agreement, are the following Exhibits which form a part of this Agreement. - 6 - Exhibit A Boundary Survey and Legal Description of the Air Transportation Facility (copy to be attached) (original to be filed with City Clerk) Exhibit B Boundary Survey and Legal Description of Heliport Facility (attached) Exhibit C Boundary Survey and Legal Description of Seaplane Facility (attached) Exhibit D Conceptual Site Plan (attached) Exhibit E Depiction of the Adjacent Area (to be attached pursuant to the provisions of Section 6.2 of this Agreement) Exhibit F Deed Number 19447 from the Trustees of the Internal Improvement Fund of the State of Florida dated February 24, 1949 recorded in Book 3130, Page 257. Exhibit G Joint Participation Agreement (FDOT and City of Miami) (attached) Section 1.2. Defined Terms; Singular, Plural And Gender. Any word contained in the text of this Agreement shall be read as the singular, or the plural and as the masculine, feminine or neuter gender, as may be applicable in the particular context. More specifically, however, for the purposes of this Agreement the following words shall have the meanings attributed to them in this Section: 1.2.1 "Airport Revenue" shall mean those revenues derived by the CITY and the AUTHORITY directly from,the Air Transportation Facility operations, including but not limited to rentals, permits, and management fees. 1.2.2 "Air Transportation Facility" shall mean all the facilities which are to be developed, operated and managed at the, Airport Area, as provided for in this Agreement, including but not limited to: a. the airside and landside facilities -7- b. the terminal c. aviation service and support areas e. adjacent parking facilities. 1.2.3 "Applicable Laws" shall mean any law (including without limitation, any Environmental Law), enactment, statute, code, ordinance, administrative order, charter, tariff, resolution, order, rule, regulation, guideline, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement of any governmental authority, political subdivision, or any division or department thereof now existing or hereafter enacted, adopted, promulgated, entered, or issued. 1.2.4. "Construction Documents" shall consist of final working drawings and specifications including, without limitation, the following information: definitive architectural drawings; definitive foundation and structural drawings; definitive electrical and mechanical drawings; final specifications; landscaping; and graphics. 1.2.5 "Environmental Laws" shall mean all applicable requirements of federal, state and local, environmental, public health, and safety taws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; Florida Environmental Reorganization Act of 1975. - 8 - 1.2.6 "Fair Market Rent" means the rent that a similar property being used as set forth herein, with such additional uses as may be located on the Property, would bring in a competitive and open market under all conditions requisite to an arm's length transaction, the parties each acting prudently, knowledgeably, and assuming the rent is not affected by undue stimulus. Implicit in this definition is consummation of an agreement as of a specified date under conditions whereby: (i) Both parties are typically motivated; (ii) Both parties are well-informed or well-advised and acting in what they consider their own best interests; (iii) A reasonable time is allowed for exposure in the open market; (iv) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and (v) The rent represents the normal consideration for property leased, under then current market conditions, unaffected by. special or creative financing or concessions granted by anyone associated with the lease. 1.2.7 "Interlocal Agreement Date" shall mean the date that this Agreement is fully executed by both parties. 1.2.8 "Impositions" shall mean all governmental assessments, franchise fees, excises, license and permit fees, levies, charges and taxes, general and special, ordinary and extraordinary, of every kind and nature whatsoever (irrespective of their nature, including, without limitation, all such charges based on the fact of a transaction, irrespective of how measured) which at any time during the term of this Agreement may be assessed, levied, confirmed, imposed upon, or become due and payable out of or in respect of, or become a lien on: all or any part of the Property, and/or the improvements -9- including any fixtures, equipment or personal property placed in and any improvements as to the Improvements and/or the Property, including without limitations ad valorem, and other similar taxes on the real estate or the leasehold interest or license and/or the personal property. 1.2.9 "Insurance Trust Account" shall mean a trust account to be administrated by an independent trustee appointed by the CITY and the AUTHORITY who will manage and disburse funds in accordance with Article 15 and 16. 1.2.10 "Public Agency" shall mean a political subdivision, agency, or officer of the state of Florida or of any state of the United States, including, but not limited to, state government, county, city, school district, single and multipurpose special district, single and multipurpose public authority, metropolitan or consolidated government, an independently elected county officer, any agency of the United States Government, and any similar entity of any other state of the United States. 1.2.11 "Project" shall mean the development, construction, management and operation of the Air Transportation Facility and its Adjacent Area as depicted in Exhibit A and Exhibit D, attached hereto and made a part hereof, as such term is further defined in this Agreement, which improvements may consist of uses ancillary to the operations of the Air Transportation Facility. 1.2.12 "Property" shall mean that certain area located on Watson Island, which is legally described in Exhibit "A", attached hereto and incorporated herein. ARTICLE 2 PURPOSE OF INTERLOCAL AGREEMENT Section 2.1. Purpose of Interlocal. - 10- Pursuant to the provisions of the Florida Interlocal Cooperation Act of 1969, the CITY and the AUTHORITY, hereby enter into this Agreement for purposes of developing, operating and managing the Project. Section 2.2. Obligations of CITY and the AUTHORITY. The AUTHORITY shall undertake all reasonable efforts to apply for grants, or other funds which may be available from Public Agencies, or third parties for purposes of funding the development, construction, operation, or maintenance of the Project. The parties acknowledge that the CITY applied for State funds, to be utilized to fund the cost of development and construction of the Air Transportation Facility, contemplated under this Project. The City and the AUTHORITY shall be responsible for compliance with all conditions pertaining to any funding grants, including reporting requirements. The terms and conditions applicable to the receipt and expenditure of the State funds which have been appropriated as of the Interlocal Agreement Date are set forth in the Joint Participation Agreement ("JPA"), by and between the Florida Department of Transportation (FDOT), and the CITY, as amended, a copy of which is attached and incorporated hereto as Exhibit G,. The CITY shall be the sponsor of the project identified as Job No: under the JPA. The CITY and the Authority shall contribute financial assistance to the extent such financial assistance is made available by the State, or any other Public Agency, or any third party. The CITY and the Authority shall establish an account in which shall be deposited all funds pertaining to the Project. The CITY and the AUTHORITY shall comply at all times with any conditions prescribed in the JPA. The CITY and/or the AUTHORITY shall be the contractual party to the construction contract(s) as shall be entered into for the accomplishment of the Project. The AUTHORITY shall be responsible for compliance with all conditions pertaining to any procurement processes and funding requirements. - 11 - The CITY and the AUTHORITY will provide adequate, capable and qualified personnel to supervise the development and construction of the Project. The AUTHORITY covenants that it shall assist the CITY in obtaining any outside additional financial sources or other assistance necessary to complete the development and construction of the Project. The AUTHORITY, subject to the provisions of this Agreement, upon execution of this Agreement, shall assume the responsibility for the day to day management, operation, and maintenance of the Project. The Parties agree and acknowledge that none of the duties of the CITY and/or the AUTHORITY shall be construed to impose financial obligations or liabilities of any kind upon the CITY and/or the AUTHORITY, except to the extent of funds actually in its possession that were derived as a result of the development, construction, management, renovation, or operation of the Project. Section 2.3. Goals and Responsibilities of the Parties Pertaining to the Air Transportation Facility. The AUTHORITY shall be responsible for establishing and approving policies for the construction, repairs, installation, management, operation and maintenance of the Air Transportation Facility. The AUTHORITY, with the assistance of such technical and professional staff of the CITY, as it may require, shall be responsible for the day to day management, operation and leasing of the Airport Transportation Facility. It is further agreed, that neither the CITY nor the AUTHORITY shall be required to expend funds other than the revenues generated from the Air Transportation Facility for the construction, management, operation and maintenance of the Air Transportation Facility. The Parties hereby agree that it is the goal of this Agreement to accomplish the following objectives: - 12- (I) To construct, operate, manage, and maintain the Air Transportation Facilities solely out of the revenues derived from the Air Transportation Facility; (ii)To establish policies and practices to minimize any negative impact upon the residents of the area surrounding Watson Island which may be a direct result of the construction, development, management and operation of the Air Transportation Facility. Section 2.4. Creation of Fund. For the purpose of accurately and adequately recording and accounting for the operations and the funds pertaining to the Air Transportation Facility, and for the purpose of providing the AUTHORITY with funds for the necessary expenditures in carrying out the duties and functions required in Section 2.3 of this Article, the AUTHORITY shall establish, designate and maintain such separate accounts as it shall consider proper in its sound management the revenues generated from the Airport Facilities, and as required under the terms of the JPA. All revenues shall be deposited to the credit of such separate fund. Expenditures from that fund may be made by the AUTHORITY for purposes deemed to be related to the operation and maintenance of the Air Transportation Facility, as authorized by law. Section 2.5. Lease of Property to the AUTHORITY. The CITY hereby leases to the AUTHORITY, and the AUTHORITY leases from the CITY, the Property. The CITY shall transfer all management and operation of the Air Transportation Facility to the AUTHORITY upon execution of this Agreement. Section 2.6 Title. The CITY covenants and agrees that, until the Interiocal Agreement Date, it is well seized of the Property, and has good title to it, free and clear of liens and - 13 - encumbrances having priority over this Agreement, and that the CITY has full right and authority to enter into this Agreement subject to the State Deed. ARTICLE 3 THE TERM Section 3.1. Initial Term. The initial term of this Agreement shall be for thirty (30) years commencing on the Interlocal Agreement Date. Section 3.2. Renewal Terms(s) The CITY, at its sole and exclusive option, upon request of the AUTHORITY, may extend the term of this Agreement, in any increment of years, for two additional successive periods of ten (10) years each. ARTICLE 4 RENT Section 4.1. Rent. The AUTHORITY shall pay to the CITY rent as follows: (1) Airport Area. The Parties hereby agree that the Rent to be paid to the CITY, if any, for the AUTHORITY'S management and operation, and use of the Airport Area, as such term is defined in Section 6.2 of this Agreement, shall be established in accordance with the requirements of the State Deed restrictions, funders, granters and any outstanding debt services, and Florida Department of Transportation (FDOT), and the Federal Aviation Administration regulations as they relate to the Air Transportation Facility. (2) Adjacent Area. At such time as the AUTHORITY develops, or procures the development of the Adjacent Area, as such term is defined in Section 6.2 of this Agreement, the AUTHORITY shall not convey any interest with respect to the Adjacent Area, unless; (i) the AUTHORITY receives Fair Market Rent in connection - 14- with any use of the Aft Transportation Facility and its Adjacent Area; and (ii) the AUTHORITY negotiates a payment to the CITY which guarantees a fair market return to the CITY, which shall be payable to the CITY commencing on the date that the AUTHORITY enters into any agreement for such purposes, including but not limited to, any sublease agreement, management agreement, license, permit or development agreement. ARTICLE 5 EASEMENTS Section 5.1. Utility Easements Granted. The CITY hereby agrees to grant non-exclusive easements in, over, upon, through and under the Property, as may be needed and requested by the AUTHORITY for the purpose of installing, maintaining, repairing and replacing utility facilities such as water, gas, electric, and telephone lines, and storm and sanitary sewers within the Property, and providing access by service and emergency vehicles to and from the Property, Section 5.2. Limitations on Easement Rights. The CITY shall grant such non- exclusive easements as provided for in Section 5.1 above, provided however the location of the easement is first approved by the City Manager and the grant is must be specifically authorized by a duly adopted resolution of the City Commission and such non-exclusive easements shall be granted upon the express condition that: (I) The grantee of such non-exclusive easement shall carry on any construction, maintenance or repair activity with diligence and dispatch, and shall use its diligent efforts to complete the same in the shortest time possible under the circumstances (force majeure excepted), and shall not carry on any construction, maintenance or repair activity in the non- exclusive easement area in such manner as to unreasonable interference - 15 - carry on any construction, maintenance or repair activity in the non- exclusive easement area in such manner as to unreasonable interference with the public's use and enjoyment of Watson Island in carrying on such activities; (ii) Except in the event of emergency, the grantee of such non- exclusive easement shall not undertake any construction, replacement, maintenance or repair activity in such non-exclusive easement area unless prior notification is provided to the CITY; (iii) The grantee of such non-exclusive easement shall promptly upon the completion of any such construction, repair or maintenance activity, at no costs to the CITY, restore the surface of the non-exclusive easement area as nearly as possible to its former condition and appearance; (iv) The grantee of such non-exclusive easement shall agree to indemnify the CITY from all claims and actions in law and in equity which may arise out of, or as a consequence of the negligence of the grantee, or its authorized agents, servants or employees, in maintaining, repairing and utilizing the non-exclusive easement area. Section 5.3.Non-exclusive Easement(s) for Development of Other Areas of Watson Island. Provided that there is no material interference with the AUTHORITY'S use and enjoyment of the Property, the AUTHORITY shall permit the CITY to erect, use, install, maintain, replace and repair utility facilities such as but not limited to water, gas, sanitary sewer and storm water utilities, mechanical and electrical conduits, pipes, and cables in, to, under and through the Property and the Project as often and to the extent that the CITY may now or hereafter deem to be necessary or appropriate for the - 16- convey, from time to time, such non-exclusive easements as may be necessary for right-of-way and/or utilities, vehicular and pedestrian traffic across or along any or all parts of the Property. Section 5.4. Connection of the Air Transportation Facility to Utilities. The AUTHORITY, at no cost to the CITY, shall cause the subtenant(s) to install all necessary connections between the improvements to be constructed, or erected on the Property, and the water, sanitary sewer and storm water drain mains, and mechanical and electrical conduits, whether or not owned by the CITY and/or the Miami -Dade Water and Sewer Department. The AUTHORITY shall pay or cause to be paid all the additional cost, if any, of relocating, locating and installing new facilities for sewer, sanitary storm water drain mains, water, electrical, and other public utilities as needed to service the Property. ARTICLE 6 USES Section 6.1. Use of the Property. The Parties to this Agreement agree that the Property shall be used for the purpose or purposes set forth in Sections 6.3 and 6.4 below. No use shall be made or permitted to be made of the Air Transportation Facility or the Property, or acts done, which interfere with the City's current tenants, subtenants, or other approved users, or which are in violation of any Applicable Law, deed restrictions, resolutions and ordinances, or policies of granting agencies, the breach of which might result in any penalty to the CITY or the AUTHORITY, or forfeiture of the CITY'S title to the Property. The AUTHORITY shall not commit, or permit any subtenant, licensee, manager, operator, developer, concessionaire, or any other user to commit any waste with respect to the Air Transportation Facility, or any other improvement, building facility, - 17- parking area, open space area, public areas and appurtenance at any time located on the Property. The Air Transportation Facility or the Property shall not be used for purposes of conducting any gambling activities thereon, or from there, of any nature whatsoever, without the prior approval of the City Commission, and the State of Florida which approval may be unreasonably withheld, or conditioned upon, the payment of additional Fair Market Rent to the City and any other requirements pursuant to the Internal Revenue Code Requirements, the City Bond Program, the County Bond Programs, and the State Deed. Should any use be deemed to require payment of any bond monies or other monies, the AUTHORITY shall collect said monies from the responsible subtenant. Section 6.2 Description of the Airport Area and the Adjacent Area. The parties acknowledge that the CITY engaged a qualified firm (the "Firm") for purposes of furnishing the Airport Layout Plan for the heliport development. The AUTHORITY shall engage, or cause to engage, a Firm for the purposes of furnishing the Airport Layout Plan for the seaplane base. As part of the scope of such services, the Firm is to provide an Air Transportation Facilities development plan which shall be limited to the Air Transportation Facility boundary area within the Property wherein the Airport Transportation Facility will be developed, ("Airport Area"), and which will depict and legally describe the remaining area within the Property ("Adjacent Area"). The Airport Area and the Adjacent Area shall be depicted in Exhibits A, and E, which shall be attached and incorporated in this Agreement. Section 6.3 Uses Permitted at the Airport Area. The Airport Area is to be utilized in accordance with the State Deed restrictions for public and municipal purposes maintained for the operation of an Air Transportation Facility and allied purposes only and the Parties intend to abide and comply with the - 18 - State Deed restrictions and with the Internal Revenue Code Requirements, the City Bond Program, the County Bond Programs, and any grant compliance requirements.. The Air Transportation Facility and Adjacent Area shall be operated for the use and benefit of the general public, made available to the public on a first come first serve basis and on fair and reasonable terms and without discrimination. Section 6.4 Uses Permitted at the Adjacent Area. The Adjacent Area shall be utilized for the purposes of developing, constructing, and operating access areas for the operations of the Air Transportation Facility and made available to the general public. Section 6.5 State Approval. The AUTHORITY acknowledges that the Air Transportation Facility and the Adjacent Area is subject to certain restrictions contained in State Deed. In the event the Board requires a finding of compliance with the deed restrictions or a waiver of compliance with such deed restrictions, the CITY and the AUTHORITY agree to use their good faith efforts to obtain from the Board a finding of compliance with the deed restrictions or a waiver of compliance with such deed restrictions ("State Approval"). If the Board grants State Approval subject to an assessment of state fees for the right to use the Property ("Submerged Land Fees"), the AUTHORITY agrees to require any third party utilizing the property to pay the Board the full amount of Submerged Land Fees. Should the third party and/or the AUTHORITY decide not to pay Submerged Land Fees, and the AUTHORITY provides thirty (30) days prior written notice to City of its intent not to pay the Submerged Land Fees, this Agreement shall become null and void. - 19 - Section 6.6 The AUTHORITY'S Obli ations Pertainin to the Issuance of a Re uest for Qualifications or Invitation for Bids. The AUTHORITY shall comply with the legal requirements, if any, of the Florida Department of Transportation pertaining to the solicitation and selection of individuals, corporations, or other legal entities qualified to: (i) occupy and furnish concessions at the Air Transportation Facility; (ii) provide professional services in connection with the planning, design and construction of the Air Transportation Facility, ( iii) provide professional services for the maintenance and operation of the Air Transportation Facility. Section 6.7. Reservation of Rights of CITY. The CITY reserves the right subject to the AUTHORITY'S consent, which consent shall not be unreasonably withheld or delayed, to subordinate this Agreement to the provisions of any future agreement entered into between the CITY and the United States, the County, the State of Florida, and any agency thereof to obtain funding aid for the improvement, operation, or maintenance of the Air Transportation Facility. Section 6.8. Naming Rights. The AUTHORITY shall have the naming rights to the Air Transportation Facility, and or any other facility constructed on the Property or Adjacent Area, for a period not to exceed the Agreement Term, provided: (i) it is in compliance with all laws and the respective granting agencies and deed restrictions; and ii the CITY approves of the name, which approval shall not be unreasonably withheld or delayed, and - 20 - iii the AUTHORITY shall pay to the CITY ninety percent (90%) of any and all monies received by the AUTHORITY in connection with the selling, licensing or granting of such naming rights; And (iv) prior to entering into the sale, lease, sublease, license, permitting, granting or any other arrangement for such naming rights, the AUTHORITY shall notify the CITY which shall consult with Bond Counsel to ensure compliance with all Internal Revenue Code Requirements with respect to such naming rights. Section 6.9. Third Party Obligations. Should any third party cause the imposition of any fee, fine, charge, penalty, assessment or other amount to be paid due to the third party's noncompliance with any Internal Revenue Code Requirements, City Bond Program, County Bond Program, State Approval, County Deed, or grant requirement, such third party shall be required to pay for all such amounts and for all time, expenses, fees, services, and costs that the CITY and the AUTHORITY shall incur for Bond Counsel or other necessary counsel in relation to such compliance requirement. This third party compliance provision shall be included by the AUTHORITY and the CITY in all subleases, licenses, permits, agreements and documents for any other type of arrangements related to the Project. ARTICLE 7 PAYMENT FOR MUNICIPAL SERVICES Section 7.1. Payment for Services. The AUTHORITY, and the CITY acknowledge that as of the Interlocal Agreement Date, the definition of "governmental, municipal, or public purpose" as set forth in Section 196.012 of the Florida Statutes provides that a governmental, municipal, or public purpose or function shall be deemed to be served or performed when the lessee - 21 - under any leasehold interest created in property of any governmental unit is demonstrated to perform a function or serve a governmental purpose which could properly be performed or served by an appropriate governmental unit, or which is demonstrated to perform a function or serve a purpose which would otherwise be a valid subject for the allocation of public funds; and that an activity undertaken by a lessee which is permitted under the terms of its lease agreement of real property designated as an "aviation area" on an airport layout plan which has been approved by the Federal Aviation Administration and the Florida Department of Transportation, and which real property is used for the management and operation, related specifically thereto in connection with the conduct of an aircraft full service fixed base operation which provides goods and services to the general aviation public in the promotion of air commerce shall be deemed an activity which serves a governmental, municipal, or public purpose or function. Therefore, in the event that the Property, or any of the Improvements constructed thereon is exempt from ad valorem taxation, the Parties agree that in recognition of the municipal services provided to the Property by the CITY, and in support of these municipal services, the AUTHORITY hereby covenants that any sublease agreement, license agreement, concession agreement, management agreement, operating agreement, use agreement, development agreement, or any other agreement entered into by the AUTHORITY, in connection with the Property and/or Air Transportation Facility, and the Improvements thereon, shall include a covenant obligating any such subtenant, licensee, concessionaire, development, management entity, and other applicable user to pay to the CITY an annual payment which shall never be less than, the amount of ad valorem taxes which the CITY would receive from the Property and the Improvements, from such subtenant, licensee, concessionaire, or management entity if its use were not exempt under the law, based - 22 - on the appraised value of that portion of the Property and the Improvements utilized by such subtenant, licensee, concessionaire, developer, management entity, and other applicable user as such amount would be established by the Miami -Dade County Property Appraiser (the "Municipal Service Payment"). Section 7.2. Manner of Payment. The Municipal Service Payment shall be payable in annual installments. The AUTHORITY shall cause the first installment to be paid to the CITY upon the completion of the development, management and operation of the improvements as finalized by a temporary certification of occupancy and/or final certificate of occupancy, whichever comes first. . Thereafter, the AUTHORITY shall require any other subtenant, licensee, concessionaire, developer, operator, management entity, or other applicable user to pay to the CITY annual installments of the Municipal Service Payment, as provided for above. ARTICLE 8 CITY'S RIGHT OF ENTRY Section 8.1. CITY'S Right of Entry The AUTHORITY shall permit the CITY and its agents, representatives, employees, and or designees of the CITY to enter into the Air Transportation Facility, and to all other areas of the Property, at all reasonable times for any reasonable purpose, provided, however, that the CITY'S rights under this Section shall not unreasonably interfere with the operation of the Air Transportation Facility, -or the performance of the AUTHORITY'S obligations under this Agreement. ARTICLE 9 PARTICIPATION OF ADDITIONAL PUBLIC AGENCIES, ASSIGNMENTS AND SUBLEASE AGREEMENTS - 23 - Section 9.1. Partici ation of Additional Public A encies Assi nments and Sale of Property. The Parties hereby agree and understand that this Agreement is entered into to facilitate the delivery of certain public services, and to develop, manage and operate the Air Transportation Facility in connection therewith. Therefore, at any time during the term of this Agreement, if the Parties determine that to make the most efficient use of their powers it would be necessary and advantageous to cooperate with other Public Agencies, which are "Qualified Users" or that the services and function of the AUTHORITY under this Agreement would be more efficiently served by another Public Agency, which is a "Qualified User" under the Internal Revenue Code Requirements, the Parties may amend this Agreement to include the participation of another Public Agency, subject to the approval of the City Commission and Internal . Revenue Code Requirements, and the State Deed restrictions.. The CITY reserves the right, subject specifically to Internal Revenue Code Requirements and the. State Deed to delegate any of its duties or obligations under this Agreement, to another "Qualified User", as may be permitted by other Applicable Laws, subject to the AUTHORITY'S consent, which consent may not be withheld or unreasonably delayed. Section 9.2. Licenses. Permits Concession Mana ement Use, and Other Agreements. The AUTHORITY may grant a license, permit, use agreement,. concession agreement, management agreement, or other agreement for any portion of the Property to one or more third parties provided that: (i) The identity and business character of the licensee, permitee, concessionaire, operator, manager, or other user are incidental to the operation of the Air Transportation _24_. Facility, and that their use of the Airport Area shall be in common with the public with respect to the provision of air transportation services; ii) AUTHORITY must obtain the prior written consent of the CITY; and ( (iii) In the event that such licensing, permitting, concession, management, p operation, or other use is at the Adjacent Area, the CITY shall be entitled to receive from the AUTHORITY Fair Market Rent as provided under Section 4.1(2) of this Agreement; and (iv) Any such license, permit, agreement, or other arrangement shall comply with the Internal Revenue Code Requirements, the City Bond Programs, the County Bond Programs, the State Deed restrictions, the County Deed restrictions, and any applicable grant requirements. If necessary to determine compliance with Internal Revenue Code Requirements, such license, permit, agreement, or other arrangement documen ts shall be first reviewed by Bond Counsel in order to determine that the CITY and the AUTHORITY will be considered to remain in compliance upon entering into such license, permit, agreement, or arrangement with any third party. Section 9.3. Subleases The AUTHORITY may sublet a portion of the Property and/or any other portion of the Project to one or more third parties, if the CITY grants such subiet(s), provided that: (i) The identity and business character of the subtenant(s) are incidental to the operation of the Air Transportation Facility, and that their use of the Property shall be in common with the public and with respects to the provision of the Aviation Facilities services; and (ii) The AUTHORITY must obtain the prior written consent of the CITY; and - 25 - In the event that such subletting(s) is/are at the at the Adjacent Area, the CITY shall be entitled to receive from the AUTHORITY Fair Market Rent as provided under Section 4.1(2) of this Agreement; and iv Any such sublease shall comply with the Internal Revenue Code ( ) the County Bond Programs, the State Deed Requirements, the City Bond Programs , restrictions, the County Deed restrictions, and any applicable grant requirements. If necessary to determine compliance with Internal Revenue Code Requirements, such ermit, agreement, or other arrangement documents shall be first reviewed by license , p Bond Counsel in orderto determine that the CITY and the AUTHORITY will be con sidered to remain in compliance upon entering into such license, permit, agreement, or arrangement with any third party. ARTICLE 10 POSSESSION AND CONSTRUCTION OF FACILITIES Section 10.1. Delivery of Possession of the Property The CITY shall deliver possession of the Property to the AUTHORITY upon full execution of this Agreement. Section 10.2. Cooperation. The AUTHORITY and the CITY recognize that there may be additional parties with which either the CITY, or the AUTHORITY may be dealing with for purposes of obtaining funds to undertake the construction of the Improvements described in this Article. Accordingly, the Parties shall use good faith to assist and cooperate with each other in their respective efforts to secure the financing and other funding for this Project, including, without limitation, executing and/or consenting, as applicable to the documents and actions required in connection therewith. Section 10.3. The Improvements. - 26 - At such time as adequate financing has been secured for the costs of the repairs, restoration, installation, construction, development, management, and operation, of the Air Transportation Facility and any other applicable portions of the Property, the conditions of the sublease agreement to be entered into by and between the AUTHORITY (subject to the CITY'S conditions, ongoing compliance requirements, and reservations), the requirements of the JPA, and in the manner provided by law, including but not limited to the provisions of Section 287.055 of the Florida Statutes, the AUTHORITY shall commence and complete the development and construction of improvements to the Airport Area and the Adjacent Area. All improvements constructed upon or installed at the Property including approach areas, runways, taxiways, public aprons, parking areas, hangars, automobile parking areas, navigational and navigational aids, lighting facilities, public terminals, offices related to the air transportation services, and administrative offices related thereto, offices for the U.S. Customs Services, and public facilities appurtenant to the airport shall be referred to in this Agreement as the "Improvements". Section 10.4. Manner of Construction of improvements. The construction of the Improvements on the Property shall be in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and other applicable legal requirements and with respect to the Air Transportation Facility in accordance with Preliminary Plans and Construction Documents, and any granting agency requirements which shall be approved in -the manner set forth below. Section 10.5. Design, Concept Plans and Preliminary Drawings. All Improvements for the Property shall be designed so as to achieve an integrated site development incorporating the Air Transportation Facility in a manner which maximizes the flow of visitors through the Air Transportation Facility and the - 27 - Adjacent Area. The Parties will obtain preliminary drawings that will depict the size and locations of all the structures and the features for the design of the Air Transportation Facility (the "Preliminary Plans"). Section 10.6. Review and Approval of Preliminary Plans. The AUTHORITY shall submit Preliminary Plans to the City Manager for review and approval as follows: (a) Air Transportation Facility. The Parties in coordination with any of the AUTHORITY'S subtenants, or the operator(s) or manager of the Air Transportation Facility and any other area of the project development area, if such entities are selected prior to construction of the Improvements, shall submit the Preliminary Plans to the City Manager for written approval. Upon receipt of each set of Preliminary Plans representing a certain stage of construction, the City Manager shall review same and shall promptly (but in any event within sixty [60] calendar days after such receipt) give the Parties written notice of his approval or disapproval setting forth in detail each of its reasons for any disapproval. If no written response is delivered to the Parties within sixty (60) calendar days after submission of such Preliminary Plans, or within fifteen (15) calendar days of any resubmission thereof, they shall be deemed approved, except that no violation of applicable governmental statutes, local ordinances, codes, plans, laws or regulations, shall be deemed waived thereby. In the event of a disapproval, the Parties shall, within twenty (20) days from the date the Parties receive the notice of such disapproval resubmit such Preliminary Plans to the City Manager, altered to satisfy the reasonable and proper grounds given for disapproval. Any resubmission shall be subject to review and approval by the City Manager in accordance with the procedure hereinabove provided until same shall be approved by the City Manager. - 28 - Section 10.7. Review and A royal of Construction Documents. After approval of Preliminary Plans for the Air Transportation Facility and Adjacent Area, the AUTHORITY shall submit to the City Manager two sets of Construction Documents for the Air Transportation Facility when the Documents are 10% complete, 50% complete and 90% complete or in compliance with the requirements of any granting agency of funding entity's requirements. Upon receipt thereof, the City Manager shall review same, and shall promptly (but in any event within thirty (30) days after such receipt), give the AUTHORITY notice of its written approval or disapproval, setting forth in detail its reasons for any disapproval. The City Manager's rights to disapprove the Construction Documents submitted shall be limited to matters depicted in the Construction Documents which do not conform substantially to the approved Preliminary Plans or previously approved Construction Documents for other stages of the Air Transportation Facility, or elements not presented in the approved Preliminary Plans, or which are not in compliance with governmental statutes, local ordinances, codes, plans or regulations, or the JPA. If no response from the City Manager is delivered to the Parties within thirty (30) days after the submission of such Construction Documents, or within fifteen (15) calendar days of any resubmission thereof as hereinafter provided, they shall be deemed approved, except that no violations of applicable laws, statutes, ordinances, codes, or regulations shall be deemed waived thereby. In the event of disapproval, the Parties shall, within a reasonable time from the date of its receipt of the notice of such disapproval, resubmit the Construction Documents, for that stage, to the City Manager altered to satisfy the grounds given for disapproval. The City Manager's determination of what constitutes matters that do not conform substantially to the approved Preliminary Plans or previously approved Construction Documents shall be final and conclusive. Any - 29 - resubmission shall be subject to review and approval by the City Manager. Once the final Construction Documents for the Air Transportation Facility are approved by the City Manager, the Parties shall submit them to the City's Building and Zoning Department, with notice to the City Manager of such submittal for final construction permitting. Section 10.8. Performance and Payment Bonds. The AUTHORITY shall require and procure from the contractor or contractors undertaking any part of the construction and equipping of the Improvements, performance and payment bonds in connection with each of the contracts. The AUTHORITY shall also require and procure from such contractor or contractors, waivers of all liens or rights of lien for labor and materials fumished in the construction and equipping of the Improvements. Section 10.9. Insurance. The Parties shall require every such contractor to furnish insurance protecting the CITY, and the AUTHORITY and their respective commissioners, officers, agents, and employees, as their interests may appear, against any claim for personal injuries, death claims, and property damage that may be asserted because of the construction and equipping of the Project. The insurance required herein is to be of the type and in those amounts as may be determined by the Risk Manager Director. Section 10.10. Title to the improvements. At all times during the term of this Agreement, title to all Improvements located upon the Property, shall vest in the CITY. Section 10.11. CITY Pro ert to Remain Free of Liens. The AUTHORITY shall have no power, or right to, and shall not in any way encumber the CITY'S fee simple interest in the Property. If any liens shall at any time be filed against the Property, as a result of the actions of the AUTHORITY, or any of the - 30 - subtenants, licensees, permittees, developers, managers, operators, concessionaires or other users, the AUTHORITY shall promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof, and if unsuccessful in such contest, to have the same discharged. Section 10.12. Prompt Payment of Materialmen and Suppliers. The AUTHORITY shall cause to be made, prompt payment of all money due and legally owing to all persons doing any work, including subcontractors, or others providing supplies, goods, services, and equipment in connection with the development, construction, reconstruction, repairs, or operation of the Improvements. Nothing in this section shall limit the right of the AUTHORITY to contest, in good faith, by legal proceedings or otherwise, whether any amount claimed, or alleged to be due and owing to any such person is legally due and owing, and the Parties may withhold payment of such amounts pending resolution of such dispute. Section 10.13. Permits and Authorizations. The AUTHORITY shall assist the subtenants, licensees, concessionaires, managers, developers, operators, and other users in obtaining all other permits, certificates and authorizations needed for the construction, maintenance, development, management, and operation of the Air Transportation Facility. Any permits or other formal government approvals, when requested by the AUTHORITY from the CITY, will not be unreasonably withheld, delayed, or conditioned by the CITY. Section 10.14. Parking. The AUTHORITY may construct or cause to be constructed, parking facilities. Section 10.15. Manner of Construction of Improvements Upon the Adiacent Area. - 31 - In the event that the Parties develop or cause the development and construction of Improvements upon the Adjacent Area, all plans for such development and construction shall be reviewed and approved in the manner set forth in this Agreement, and all such development and construction shall be undertaken in accordance with the conditions Applicable Laws, and continuing compliance requirements set forth in this Agreement. ARTICLE 11 NOTICES Section 11.1. Method and Addresses. All notices, demands, or other writings required or allowed in this Agreement must be In writing and shall be delivered or sent, with copies indicated, by personal delivery, certified mail, facsimile, or delivery service to the Parties as follows (or at such other address as a Party shall specify by notice given pursuant to this Section) : TO THE CITY: WITH COPIES TO: TO THE AUTHORITY: CITY OF MIAMI ATTN: City Manager 3500 Pan American Drive Miami, Florida 33133 Telex No. 305-285-1835 CITY ATTORNEY City of Miami Miami Riverside Building, 9th Floor 444 S.W. 2nd Avenue Miami, Florida 33130 Facsimile 305-416-1801 DIRECTOR OF PUBLIC FACILITIES City of Miami Miami Riverside Building, 3rd Floor 444 SW 2nd Avenue Miami, Florida 33130 Facsimile 305-416-2156 MIAMI SPORTS AND EXHIBITION AUTHORITY City of Miami -32- Miami, Florida ARTICLE 12 IMPOSITIONS Section 12.1. Impositions as Additional Rent. The AUTHORITY shall include in all subleases, licenses, development, operation, concession, usage or other agreements an affirmative obligation on the part of the subtenant(s), Iicensee(s), developer(s), manager(s) operator(s) concessionaire(s) or other users to pay and discharge, as they become due, any and all Impositions, promptly and before any fine, penalty, interest or cost may be added to such Imposition. ARTICLE 13 MAINTENANCE, REPAIR AND ALTERATIONS Section 13.1. Alterations. Improvements, and Changes Permitted. Subject to maintaining the intended purposes and intended uses of the Air Transportation Facility and any other portions of the Project in order to continue to comply with the State Deed and the Internal Revenue Code Requirements, the AUTHORITY shall have the right to effect or permit its subtenant(s), licensees, developers, managers, operators, and any other applicable third parties, at no costs to the CITY or to the AUTHORITY, to effect all alterations, repairs, improvements, maintenance, and changes, and any alterations, repairs, maintenance, improvements, that are necessary for the health, safety and welfare of the subtenants, licensees and patrons using the Property, or to preserve the structural integrity of the Air Transportation Facility, or to effectuate improvements, or repairs that must be made to - 33 - comply with provisions of this Agreement or the JPA and subject to compliance with state and local zoning, regulations, and ordinances. Section 13.2. Maintenance. The AUTHORITY shall require its subtenant(s), licensees, and concessionaires, to maintain, at no cost to the CITY, all the Property demised under any sublease Agreement, and the Improvements to be constructed thereon, in a presentable condition consistent with good business practice, and in a safe, neat, clean and good physical condition. Section 13.3. Repairs. The AUTHORITY shall require its subtenant(s), licensees, concessionaires, developers, managers, operators, and any other applicable third party users to maintain, at no cost to the CITY or the AUTHORITY, all the Property demised under any sublease, license, or other agreement, and the Improvements to be constructed thereon, in a presentable condition consistent with good business practice, and in a safe, neat, clean and good physical condition. The AUTHORITY shall require its subtenant(s), licensees, concessionaires, developers, managers, operators, and any other applicable third party users to repair, at no cost to the CITY or to the AUTHORITY, all the Property demised under any sublease, license, agreement or other arrangement and the Improvements to be constructed thereon, in a presentable condition consistent with good business practice, and in a safe, neat, clean and good physical condition. Section 13.4 CITY'S Reservation of Rights. The CITY, reserves the right to take any action it considers necessary to protect the aerial approaches of the airport against obstruction, together with the right to prevent the AUTHORITY or any other subtenant from erecting, or permitting to be -34- erected, any building or other structures on the Property which in the opinion of the CITY, would limit the usefulness of the Air Transportation Facility or constitute a hazard to aircraft. ARTICLE 14 COMPLIANCE WITH APPLICABLE LAWS Section 14.1. Legal Requirements. During the term of this Agreement, the Parties shall comply with all Applicable Laws. The AUTHORITY shall require all subtenants, licensees, concessionaires or management firms to comply with all Applicable Laws and shall require all subtenants, licensees, concessionaires or management firms, to obtain and maintain at no cost or expense to the CITY, all necessary permits and licenses that are required in connection with their operation of and use of the Property. ARTICLE 15 INSURANCE Section 15.1 Property to be Insured. Prior to entering into any sublease agreement, license, concession, or management agreement, the AUTHORITY shall submit a copy of such proposed sublease agreement, license, permit, concession, or management agreement to the Department of Risk Management for purposes of allowing the Director of Risk Management to review and, if deemed necessary and reasonable by the Director of Risk Management, to revise the insurance requirements set forth therein, which revisions shall then be included in the proposed sublease agreement, license, concession, or management agreement. The insurance to be required by the AUTHORITY under any sublease agreement, license, concession, or management agreement shall include the following coverage: (a) Property. - 35 - Insurance against loss or damage to the Improvements resulting from fire, windstorm, hail, lightning, vandalism, malicious mischief and such other perils ordinarily included in special causes of loss property forms, including coverage for flood, if available, and which insurance shall in all events cover all risks covered by policies commonly referred to as all risk policies. Such insurance shall be maintained in an amount not less than the full replacement cost of the Improvements including any costs which may be required to comply with Applicable Laws. (b) Liability. Commercial general liability insurance and liquor liability insurance which shall provide coverage against claims against the CITY or the AUTHORITY for bodily injury (including death) and property damage resulting directly or indirectly from any act, omission or activities of the CITY or the AUTHORITY or any of its respective employees, agents, subtenants, licensee, concessionaires, invitees, patrons, or contractors, in such amounts as may be required by the CITY'S Risk Management Department, naming the CITY as an additional insured on Additional Insured Designated Person or Organization form CG 2026 or its equivalent. (c) Workers' Compensation. Workers' Compensation insurance complying with the statutory limits of the State of Florida, including employer's liability with limits in such amounts as may be required by the CITY'S Risk Management Department, to insure all persons or entities employed by the AUTHORITY or any of its :subtenants, licensees, or concessionaires in connection with the Air Transportation Facility and the Property. (d) Builder's Risk. During construction, in addition to the other insurance coverage's required under this Article, builder's risk insurance under a special clause of loss property form, written on a completed value basis, .in an amount not less than the projected total cost of construction of the Improvements as reasonably estimated by the AUTHORITY. (e) Additional Coverage. -36- Such other insurance coverage as the CITY may from time to time reasonably require consistent with commercially reasonable practices and standards in the industry. Section 15.2. Provisions. (a) All policies of insurance referred to in this Article shall be in form and substance satisfactory to the CITY and the AUTHORITY, and issued by insurance companies satisfactory to the CITY and the. AUTHORITY. The review and approval of the City Manager with respect to the insurance coverage required hereunder shall not be unreasonably delayed or withheld. (b) The AUTHORITY shall require that all of the premiums therefor be paid, and that such policies, or certificates thereof, are delivered to the CITY prior to the commencement of any construction or occupancy upon the Property, and at least thirty (30) days prior to the expiration of any such policy, a certificate of insurance of the renewal policy shall be provided to the CITY. In the event the AUTHORITY fails to enforce the requirements of insurance herein called for or any of its subtenants, licensees, concessionaires or management firms fail to pay the premiums therefor, or to deliver such policies, or certificates thereof, to the CITY, the CITY shall be entitled, but shall have no obligation, to cause such insurance to be issued and pay the premiums therefor, which premiums shall be collected as additional rent payable to the AUTHORITY by its subtenants, licensees, permitee, concessionaires or management firms and after receipt of such payment the AUTHORITY shall reimburse the CITY. (c) Each insurer shall by endorsement on its policy or by independent instrument furnished to the CITY and the AUTHORITY provide that the CITY and the AUTHORITY be given sixty (60) days written notice before any policy shall be altered or - 37 - canceled. Any modification to the insurance requirements of this Agreement shall require the prior written approval of the City Manager. (d) All required insurance shall be by valid and enforceable policies issued by financially sound insurance companies, rated not less than A; IX in Best's Rating Guide (most current edition) or other insurance companies agreed to by the CITY. (e) The proceeds payable under all the insurance required hereunder shall be made available to the Parties to be utilized as provided for under Article 16 below. ARTICLE 16 DAMAGE OR DESTRUCTION Section 16.1. Adequately Insured Damage or Destruction. If the Improvements are damaged or otherwise destroyed, and such damage or destruction was caused by a casualty covered and proceeds are paid under an insurance policy, such insurance proceeds (the "Insurance Proceeds") shall be deposited into the Insurance Trust Account, and concurrently with such deposit the Parties shall deposit the applicable deductible into the Insurance Trust Account with disbursements to be made to the Parties in order to repair such damage or destruction as soon as reasonably possible, and this Agreement shall continue in full force and effect. The Parties shall' commence the restoration as soon as reasonably possible following the damage or destruction, and shall use good faith efforts to diligently an.d continuously prosecute the restoration to completion. Such restoration shall be in accordance with and in compliance with all Applicable Laws and, if the plans are materially different from those used originally to construct the Improvements, the plans -38- must be approved by the City Manager. All such restoration shall be performed by the Parties in accordance with the requirements set forth in Article 10. Section 16.2. Underinsured. If the Improvements are damaged or otherwise destroyed, and such damage or destruction was caused by a casualty not covered under the insurance required by Article 15 of this Agreement, or if so covered the Insurance Proceeds are insufficient to pay the costs of restoration the Parties shall cooperate with each other in locating and securing additional funds which may be available from other Public Agencies. In any event, the AUTHORITY shall within one hundred and twenty (120) days from such damage or destruction provide the CITY with written notice of the AUTHORITY'S election either to utilize the Insurance Proceeds along with other funds to pay the cost of restoration, or to terminate this Agreement. In the event that the AUTHORITY elects to utilize Insurance Proceeds and other funds to restore the Improvements, concurrently with such election, the AUTHORITY shall: (a) deposit the deductible amount into the Insurance Trust Fund, and (b) commit in writing to deposit the amount of any deficiency into the Insurance Trust Fund and provide the CITY with evidence that the AUTHORITY has secured sufficient funds to cover the deficiency. The AUTHORITY shall commence the restoration as soon as reasonably possible following the damage or destruction, and shall use good faith efforts to diligently and continuously prosecute the restoration to completion. Such restoration shall be in accordance with and in compliance with all Applicable Laws and, if the plans are materially different from those used originally to construct the Air Transportation Facility, the plans must be approved by the City Manager. All such restoration shall be performed by the AUTHORITY in accordance with the requirements set forth in Article 10. Section 16.3. Damage or Destruction Occurrina Toward End of Term. -39- In case of damage or destruction of the Air Transportation Facility, or any of the other Improvements, occurring during the last five (5) years of the term of this Agreement Term, and the damage is such that the cost of restoration is more than 75% of the full replacement cost of the Air Transportation Facility, then, either Party may elect to terminate this Agreement by written notice to the other within sixty (60) days after the occurrence of such damage or destruction, in which case the CITY shall be entitled to receive all the Insurance Proceeds, subject to any rights of any lender to receive the outstanding principal and interest on any construction loans which have been approved by the CITY, and any other existing contractual obligations, including but not limited to any obligation existing pursuant to any bonds issued by the AUTHORITY or the CITY, and the rights which the subtenants may have under their respective subleases. ARTICLE 17 UTILITIES Section 17.1. Payment of Utilities. The AUTHORITY, shall cause to be paid, at no cost to the CITY or the AUTHORITY all charges for consumption of water, gas, heat, light, power, telephone service, and other public utilities of every kind furnished to the Property throughout the Agreement Term, and all other costs and expenses of every kind whatsoever of or in connection with the installation, construction, use, operation, management, and maintenance of utilities at the Property. ARTICLE 18 GOVERNMENTAL PURPOSE AND FINANCIAL SUPPORT Section 18.1..Governmental Purpose and Financial Support. The conveyance of the leasehold interest in the Property under this Agreement, and the Parties activities pertaining to planning, establishment, development, - 40 - construction, improvement, repair, management, maintenance and operation of the Air Transportation Facility, are public and govemmental functions exercised for a public purpose. Upon completion of the Project, the AUTHORITY shall be responsible for the leasing, management, maintenance, repairs, uses, and operation of the Air Transportation Facility and Adjacent Area. All uses of the Air Transportation Facility shall meet the applicable requirements of the State Deed as amended or modified by the State Approval, the Internal Revenue Code Requirements, the City Bond Programs, the County Bond Programs, and grant compliance requirements. ARTICLE 19 ABSENCE OF THIRD PARTY BENEFICIARIES Section 19.1. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to (a) confer upon any entity or person other than the Parties any rights or remedies under or by reason of this Agreement as a third -party beneficiary, or otherwise; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement. ARTICLE 20 DEFAULT AND REMEDIES Section 20.1. Events of Default. The occurrence of any one or more of the following events is deemed an "Event of Default": (a) If the AUTHORITY defaults in the due and punctual payment of any installment of any Rent when due and payable in accordance with this Agreement, and such default continues for more than Thirty (30) days after the sum is due; (b) If the CITY defaults in the due and punctual payment of any funds when due and payable to the AUTHORITY in accordance with this Agreement, and such default continues for more than Thirty (30) days after the sum is due; - 41 - (c) If either Party defaults in the due performance or observance of any covenant or condition or provision, under this Agreement, other than the payment of Rent, and such default continues for more than Thirty (30) days after written notice of the default from the non defaulting Party. Section 20.2. Remedies. (a) If any Event of Default occurs, the Party not at fault shall have the right, to terminate this Agreement upon Fifteen (15) days written notice. Section 20.3 No Waiver. The waiver (either expressed or implied by law) by either Party of any default of any term, condition or covenant herein contained shall not be a waiver of any subsequent default of the same or any other term, condition or covenant herein contained. No waiver made by either Party with respect to performance, or manner or time thereof, of any obligation of the other Party or any condition to its own obligation under this Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligations of the other Party, or conditions to its own obligation beyond those expressly waived, and to the extent thereof, or a waiver in regard to any other rights of the Party making the waiver or in regard to any obligation of the other Party. All waivers shall be made in writing from the waiving party to the other party. Section •20.4 Remedies Cumulative. No remedy conferred upon or reserved to the CITY, or the AUTHORITY shall be considered exclusive of any other remedy, but shall be cumulative and shall be in addition to every other remedy given under this Agreement or existing at law or in equity or by statute; and every power and remedy given by this Agreement to the CITY or the AUTHORITY may be exercised from time to time and as often as occasion may arise or - 42 - as may be deemed expedient by the CITY or the AUTHORITY. No delay or omission of CITY or AUTHORITY to exercise any right or power arising from any default shall impair any right or power, nor shall it be construed to be a waiver of any default or any acquiescence in it. Section 20.5. Unavoidable Delay/Force Majeure. For the purpose of any of the provisions of this Agreement, neither the CITY nor the AUTHORITY, as the case may be, shall be considered in breach of or in default in any of its obligations under this Agreement in the event of Unavoidable Delay/Force Majeure in the performance of any such obligations due to strikes, lockouts, acts of God, inability to obtain labor or materials due to governmental restrictions, availability, enemy action, civil, commotion, fire, hurricanes, unavoidable casualty, (not including such party's insolvency of financial condition), it being the purpose and intent of this paragraph that in the event of the occurrence of any such Unavoidable Delays/Force Majeure the time or times for the performance of the covenants, and provisions of this Agreements, shall be extended for the period of Unavoidable Delay or Force Majeure; provided, however, that the Party seeking the benefit of the provisions of this Section shall, within Thirty (30) days after such Party shall have become aware of such Unavoidable Delay, give notice to the other Party thereof, in writing of the cause or causes thereof, and the time anticipated to be delayed. ARTICLE 21 LEGAL COUNSEL Section 21.1. Legal Counsel. The City Attorney shall be the legal advisor of and attorney and counsel for the CITY, and for all matters related to the purpose of this Agreement. The AUTHORITY - 43 - may utilize such other counsel as deemed appropriate subject to approval by a four -fifth vote of the City Commission and funding. ARTICLE 22 ATTORNMENT BY SUBTENANT AND NON DISTURBANCE BY CITY Section 22.1. Cancellation or Termination of Interlocal Agreement. The cancellation or termination of this Agreement by the Parties hereto, shall not interfere with any rights of subtenants under this Agreement, provided that: (i) such sublease agreements have been approved by the CITY; (ii) the subtenants are not in default under their respective agreements; (iii) and such subtenants enter into agreements with the CITY whereby such subtenants attorn to the CITY, assume all obligations and liabilities in connection with the portion of the Property under their respective sublease agreement, including but not limited to: maintenance, repairs, Impositions, insurance and liability for damage, destruction and environmental contamination. ARTICLE 23 MORTGAGE FINANCING AND ISSUANCE OF BONDS Section 23.1 Leasehold Mortgage. Provided that an Event of Default has not occurred and is not continuing, the AUTHORITY and only the AUTHORITY shall have the right, subject to the City Commission's approval, the State Deed as amended or modified by any State Approval, and subject to review and approval by Bond Counsel regarding Internal Revenue Code Requirements, which may be conditioned or denied, at any time and from time to time to encumber the leasehold estate created by this Agreement and any Improvements by mortgage or other security instrument. However, any encumbrance on the leasehold 44- estate shall not encumber the Property of the CITY, the Air Transportation Facility, or their fee simple title. ARTICLE 24 ENVIRONMENTAL Section 24.1 Environmental Warranty of AUTHORITY. The AUTHORITY shall include in all subleases, licenses, concession agreements management agreements, development agreements, operating agreements, and use agreements provisions whereby such third parties shall warrant and represent that: (i) They will not unlawfully use or employ the Property, or any of the facilities thereon to handle, transport, store, treat, or dispose of any hazardous wastes or substances, on the Property, and (ii) They will not conduct any activity on the Property in violation of any applicable Environmental Laws; (iii) They will conduct any activity on, or relating to the Property, and the operations of the Air Transportation Facilities and Adjacent Area in full compliance with all Environmental Laws and all terms, conditions and requirements of any and all permits, licenses, consents, approvals, and authorizations of any federal, state, or local regulatory agencies or authorities. Nothing set forth herein above is intended to prohibit the AUTHORITY from authorizing subtenants, licensees, or concessionaires to undertake all activities in connection with the receipt, distribution, storage, handling, purchase, sale, and dispensing of aviation fuel and other similar products for airport purposes. ARTICLE 25 MISCELLANEOUS Section 25.1. Section Captions - 45 - The captions appearing in this Agreement are for convenience only and shall in no way define, amplify, limit or describe the scope or intent of this Agreement or any part thereof. Section 25.2. Other Documents. The CITY and the AUTHORITY shall take all such actions and execute all such documents which may be reasonably necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement. Section 25.3. Entire Agreement. This Agreement, and the documents which are Exhibits to this Agreement contain the sole and entire agreements entered into by the Parties with respect to their subject matter, and supersede any and all other prior written, or oral agreements between them with respect to such subject matter. Section 25.5. Severability. If any term, or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to the persons or circumstance other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. Section 25.6. Approvals and Consents. Wherever in this Agreement the approval or consent of any party is required, it is understood and agreed that such approval or consent will not be unreasonably withheld or delayed, unless the context specifically indicates otherwise. Section 25.7. Governing Laws. -46- This Agreement shall be governed by the laws of the State of Florida. This Agreement is subject to and shall be interpreted to effectuate its compliance with the Charter of the City of Miami. Section 25.8. Amendments. No amendment may be made to this Agreement unless authorized by the City Commission and the AUTHORITY. All authorized amendments to this Agreement shall be written and executed by duly authorized representatives of the CITY and the AUTHORITY. Section 25.9 Waiver of Jury Trial. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on, or in respect of, any matter whatsoever arising out of or in any way connected with this Agreement, the relationship of Landlord and Tenant hereunder, the AUTHORITY'S use or occupancy of the Property and/or any claim of injury or damage. Section 25.10 Quiet Enjoyment. If the AUTHORITY pays the rents and other amounts due under the Agreement, observes and performs all the terms, covenants and conditions hereof, the AUTHORITY shall peaceably and quietly hold and enjoy the Property for the Agreement Term, without interruption by CITY, subject to the terms and conditions of this Agreement. Section 25.11 Surrender of Possession. Upon the expiration or earlier termination of the Agreement pursuant to the provisions hereof, the AUTHORITY shall deliver to the CITY possession of the Property in good repair and condition, reasonable wear and tear excepted. ARTICLE 26 NO PERSONAL LIABILITY - 47 - Section 26.1 Protection From Personal Liability. No obligation or liability of any kind or nature whatsoever incurred by or asserted against the AUTHORITY or the CITY in connection with this Agreement, or arising out of the Parties actions in connection therewith, shall in any manner whatsoever be a personal obligation or liability of any member of the AUTHORITY or any elected or appointed official of the CITY. -48- IN WITNESS WHEREOF, the parties have executed this Interlocal Agreement at Miami, Florida on the day and year first above written. "City" CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Johnny Martinez, P.E., City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney ATTEST: Calvin Ellis, Director of Risk Management "Miami Sports and Exhibition Authority" By: Print Name:_ MIAMI SPORTS AND EXHIBITION AUTHORITY An independent and autonomous agency and instrumentality of the City of Miami, Florida By: Print Name: Kirk Menendez Title: Executive Director - 49 - APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: ATTEST: Julie O. Bru, City Attorney F:Watsonlinterlocal.doc.JOB Calvin Ellis, Director of Risk Management - 50 - Exhibit "A" Boundary Survey and Legal Description of the Air Transportation Facility - 51 - Weidener ,S'urve in Mapping, P..4. Florida Certification No. LB 4207 Samuel M. Fischbein PLS No.3587 *WIDENER SURVEYING AND MAPPING PA 10418 N.W. 31st TERRACE Miami, Florida 33172 (305) 599-6381 LEGAL DESCRIPTION FOR MSEA #1 PORTIONS OF TRACT D, WATSON ISLAND —SOUTHWEST. AS RECORDED IN PLAT BOOK 166 AT PAGE 11 OF THE PUBLIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID TRACT D; THENCE S17'12'21 "E ALONG THE WESTERLTY LINE OF SAID TRACT D FOR 367.59 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET; THENCE ALONG THE WESTERLTY LINE OF SAID TRACT D SOUTHEASTERLY 15.67 FEET THROUGH A CENTRAL ANGLE OF 2'59'34" TO THE POINT OF BEGINNING OF A PARCEL OF LAND HEREINAFTER DESCRIBED. THENCE N52'32'22"E FOR 203.27; THENCE N4T07'29"E FOR 78.16 FEET; THENCE 542'52'3 E FOR 114.31 FEET; THENCE S44'28'41'E FOR 165.00 FEET, THENCE S52' 14'06"E FOR 90.00 FEET; THENCE S64'58'36"E FOR 232.65 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY 13.59 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31'08'17" TO THE POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY 223.76 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 53'25 05 ; THENCE S25'01 24 W FOR 198.84 FEET; THENCE N64'58'36"W ALONG THE SOUTHWESTERLTY LINE OF SAID TRACT D FOR 720.94 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D NORTHWESTERLY 234.46 FEET THROUGH A CENTRAL ANGLE OF 44'46'41" TO THE POINT OF BEGINNING. SAID LANDS BEING SITUATED ON WATSON ISLAND, CITY OF MIAMI, MIAMI DADE COUNTY, FLORIDA. CONTAINING 4.81 ACRES MORE OR LESS (209,681 SQUARE FEET). THIS IS NOT A SURVEY. NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF A FLORIDA PROFESSIONAL SURVEYOR AND MAPPER. DATE PREPARED: APRIL 27, 2007. PREPARED FOR THE CITY OF MIAMI. REVISED: MAY 8, 2007. SHEET 1 OF 2 LEGAL DESCRIPTION MSEA #1 WATSON ISLAND CITY OF MIAMI MIAMI-DADE COUNTY, FLORIDA #1813H DATE 4/27/07 NOT TO SCALE WEIDENER SURVEYING AND MAPPING PA 10418 N.W. 31st TERRACE Miami, Florida 33172 (305) 599-6381 WATSON ISLAND TRACT "A" P.O.C. NW CORNER OF TRACT "D" iN OF WATSON ISLAND SOUTHWEST -c AS PER PLAT BOOK 166, PAGE fi 11 OF M1AM-DARE C0U JTY PUBLIC RECORDS. L=15.67' - R=300.00! 6=2'59'34" 400' P.Q.B. MISER #1 .po. S' s SEA 1° 's z�?ff3 4.81 AC.± 209,681 SO.FT.± L=13.59' R2.25.00' 6=31'08' 17" GRAPHIC SCALE 200' 100' 0 200' ( IN F ;,ri ) 1 inch = 200' ft. F 400' CEUT UNE DELTA ANGLE LB LENGTH L LICENSED BUSINESS NO. NUMBER P.O.B. POINT OF BEGINNING P.O.C. POINT OF COMMENCEMENT \ PL, PROFESSIONAL LAND SURVEYOR R RADIUS Ci old WEIDENER SURVEYING AND MAPPING elk "ft. co SKETCH To ACCOMPANY LEGAL DESCRIPTION SHEET 2 OF 2 Ls WEIDENER SURVEYING AND MAPPING PA 10418 N. W. 3ist TERRACE Miami, Florida 33172 (305) 599-6381 LEGAL DESCRIPTION FOR MSEA #2 PORTIONS OF TRACT D, WATSON ISLAND —SOUTHWEST. AS RECORDED IN PLAT BOOK 166 AT PAGE 11 OF THE PUBLIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA. BONG MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID TRACT D; THENCE S1 T 12'21 "E ALONG THE WESTERLY LINE OF SAID TRACT D FOR 236.60 FEET TO THE POINT OF BEGINNING OF A PARCEL OF LAND HEREINAFTER DESCRIBED. THENCE N56'57'22"E FOR 160.74; THENCE S35°49'29"E FOR 97.75 FEET; THENCE N47°07'29"E FOR 78.16 FEET; THENCE S42'52'31 "E FOR 1 14.31 FEET; THENCE S44'28'41'E FOR 165.00 FEET, THENCE S52' 14'06 E FOR 90.00 FEET; THENCE S64°58'36" E FOR 232.65 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY 13.59 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31'08'17" TO THE POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY 223.76 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 53'25'05"; THENCE S25'01'24"W FOR 198.84 FEET; THENCE N64'58'36"W ALONG THE SOUTHWESTERLY LINE OF SAID TRACT D FOR 720.94 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D NORTHWESTERLY 250.13 FEET THROUGH A CENTRAL ANGLE OF 47'46' 15"; THENCE N17'12'21 "W ALONG THE WESTERLY LINE OF SAID TRACT D FOR 1 31 .00 FEET TO THE POINT OF BEGINNING: SAID LANDS BEING SITUATED ON WATSON ISLAND, CITY OF MIAMI; MIAMI DADE COUNTY, FLORIDA. CONTAINING 5.31 ACRES MORE OR LESS (231,368 SQUARE FEET). THIS IS NOT A SURVEY. NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF A FLORIDA PROFESSIONAL SURVEYOR AND MAPPER. DATE PREPARED: APRIL 27, 2007. PREPARED FOR THE CITY OF MIAMI. Weidener Surveyz et. Mapping, P.A. FIcrrida Certification No. LB 4207 Samuel M. Fischbein PLS No.3587 SHEET 1 OF 2 LEGS.. DESCRIPTION MSEA 2 WATSON ISLAND CITY OF MIAMI MIAMI—DADE COUNTY, FLORIDA #1S13H DATE: 4/27/07 NOT TO SCALE P.O.C. NW CORNER OF TRACT "D" OF WATSON ISLAND SOUTHWEST AS PER PLAT BOOK 166, PAGE 11 OF MIAMI-DADE COUNTY PUBLIC RECORDS. 400' WEI»ENER SURVEYING AND MAPPING PA LB 4207 10418 N.W. 31st TERRACE Miami, Florida 33172 (305) 599-8381 P.O.P. MSEA #2 rn WATSON ISLAND TRACT "A" �� TRACT "D" 1. ti ^� c 4 Ny16p�lP0 1 i2`S� `' • Nzs, ,'F -o s 0.. L=250.13' 'Op,''. --R=300.00' - g0 �p A-4746'15* 'Op. sF SEA #2 5.31 AC.± 231,368 rot e NE of GRAPHIC SCALE 200' 100' b 200' ( IN FEET ) 1 inch = 200' Pt. &: L= i 3.59' R=25.00' a=31.08' 17" 400' CENTERLINE A DELTA ANGLE LB LENGTH L LICENSED BUSINESS NO. NUMBER P.O.B. POINT OF BEGINNING \ P.O.C. POINT OF COMMENCEMENT PLS PROFESSIONAL LAND SURVEYOR \R RADIUS WSM WEIDENER SURVEYING AND MAPPING SKETCH TO ACCOMPANY LEGAL DESCRIPTION SHEET 2 OF 2 Exhibit "B" Boundary Survey and Legal Description of Heliport Facility - 52 - WEIDENER SURVEYING AND MAPPING PA 10418 N.W. 31st TERRACE Miami, Florida 33172 (305) 599-6381 LEGAL DESCRIPTION FOR HELIPORT PORTIONS OF TRACT D, WATSON ISLAND —SOUTHWEST. AS RECORDED IN PLAT BOOK 166 AT PAGE 11 OF THE PUBLIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID TRACT D; THENCE S17 12 21 E ALONG THE WESTERLY LINE OF SAID TRACT D FOR 367.59 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D SOUTHEASTERLY 250.13 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 47°46' 15"; THENCE S64'58'36"E ALONG THE WESTERLY LINE OF SAID TRACT D FOR 215.90 FEET TO THE POINT OF BEGINNING OF A PARCEL OF LAND HEREINAFTER DESCRIBED. THENCE N24°15'11'E FOR 229.86 FEET, THENCE S52°14'06"E FOR 48.65 FEET; THENCE S64°58'36"E FOR 232.65 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY 13.59 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31°08'17" TO THE POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTHEAST HAVING .A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY 223.76 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 53°25'05"; THENCE S25°01'24"W FOR 198.84 FEET; THENCE N64°58'36"W ALONG THE SOUTHWESTERLY LINE OF SAID TRACT D FOR 505.03 FEET TO THE POINT OF BEGINNING, SAID LANDS BEING SITUATED ON WATSON ISLAND, CITY OF MIAMI, MIAMI DADE COUNTY, FLORIDA. CONTAINING 2.41 ACRES MORE OR LESS (104,927 SQUARE FEET). THIS IS NOT A SURVEY, NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF A FLORIDA PROFESSIONAL SURVEYOR AND MAPPER. DATE PREPARED: APRIL 27, 2007. PREPARED FOR THE CITY OF MIAMI. WWeicdener Surve rig & Mapping, F.A. Florida Certification No. LB 4207 Samuel M. Fischbein PLS No.3587 SHEET 1 OF 2 LEGAL DESCRIPTION HELIPORT WATSON ISLAND CITY OF MIAMI MIAMI—DADE COUNTY, FLORIDA #1813H DATE: 4/27/07 NOT TO SCALE P.O.C. NW CORNER OF TRACT "D" OF WATSON ISLAND SOUTHWEST AS PER PLAT BOOK 166, PAGE 11 OF MIAMI-DADE COUNTY PUBLIC RECORDS. 400' a 0 T WEIDENER ,SURVEYING AND MAPPING PA. 10418 N.W. 31st TERRACE Miami, Florida 33172 (305) 599-6381 WATSON ISLAND TRACT "A" L=250.13' R=300.00' 6.=47 46' 15" • P.Q.E. HELIPORT GRAPHIC SCALE 200' 100' 0 200' ( IN FEET ) 1 inch = 200' ft. S52' 14' 06 "E 48.65' Sg� ERG 2�2BS� L=13.59' R=25.0D' LEGEND: CENTERUNE, Q DELTA ANGLE LB LENGTH L UCENSED BUSINESS NO. NUMBER P.0.8. POINT OF BEGINNING P.O.C. POINT OF COMMENCEMENT PLS PROFESSIONAL LAND SURVEYOR R RADIUS WSM WEIDENER SURVEYING AND MAPPING SKETCH TO ACCOMPANY LEGAL DESCRIPTION SHEET 2 OF 2 Exhibit "C" Boundary Survey and Legal Description of Seaplane Facility - 53 - P.O.C. NW CORNER 0r TRACT '0- OF WATSON 0SUND SOUTHWEST AS PEAuTTI DADS PUT Y Do. 100. EGcoErl T Or u - PUBLIC R DT TURNING BASIN OI/4y�4y� P.O.B. 2.4 ACRES PARCEL Po SET REBM k CAP LB 4107 :T' TRACT "D" /- i� � rt� ELrt oACEE "'Dr SET RERAN LEIoT SET RED. M LB 4207 22' 0175E1 GRAPHIC SCALE BO Blasellad"'"""'_'t nraI SET RERA7 La 4207 DIST A.NE IstAND LOCATION MAP NOT TO SCALE LEGEMD: CENIERUNE ASSEM ANGLE EASEMENT MROA EPAaluon Or TRANSPORTADON AR 14 NS[0 19159.415 NUNBw OFFICIAL RECORD BOOK O E POINT OF BEGINNING DI M Or COLINENCEmENT POINT OF TANGENT PROFUSIONN. L.0 SURA,DR PADIU 01. AY s:nou wEICENER NT,TING AUTO YAPPPIG LEGAL DE9CRRIION FOR 2.40 ACRE PARCEL: PORTIONS OF MR D. WATSON ISLAND-501111MM. AS RECORDED N PUT BOWL ISO Al PAGE. I OF PIE PUBLIC RECORDS OF Y1ANI-DACE COUNT, MONS, BEING HORS PARTGUURLY DESCRIBED AS oLiows: GOTHAENGE AT TIE NORTmEST `o Or 0, THENCE S .1 'C ALONG THE wESTERLYr sN _ JSS" UNE o17 r. CORNER TH FEET TO E POINT O RE Or A IRCMM COR.2 TO THEN LEFT HAVING A RADIUS OF S* 001 00 FEEL AND 08L ANGLE Or TSO'3.' THENCE SOUTHEASTERLY KWIC TIE ARC OFSA0 CURvE AN MC DISTANCE OF 13.61 10DMMSA TIE POINT or BEGINNING OF A PARCEL 0r LAND 1ERER DESCRIBED. D POW , NT BEING ON A CIFCWAR CURA MAT IS CONCAVE YO THE HORTEASI AN0 HAVING A RADIUS Or 300.00 MR. THENCE SOUTHEASTERLY KONG 1M ARC OF WO CUT, THROUGH A CENTRAL ANGLE OF 44'.6,1" Pon AN ARC OmANCE Or 234..0 FEET. THENCE 56,10.36E FOR 215e0 FEET, THENCE N2115'111 rOR 220.136 FEET, THENCE N571,06,4 roR01..1AS 0EEt, THENCE u'2B'.1V FOR 155.00 MEET. THENCE N. TST311Y FOR 1T1.ST MET. 1NENCE S.7.07.2BIF PoN 18.16 FEET, THENCE SST32'221Y ran 203.27 FEET TO THE POINT OF BEGINNING. SA/0 VNOS LnNTC wrmN THE cm OF MANI. co.ARmm 2..o ALnES uoRE OR LESS. SURVEYOR'S NOTES: 1-N0F v4W WITHOUT THE SIGNATURE AND ORIGINAL RASED SEAL or A ToRIM PROrESsvML SUwEYOR AND YAPPER. 2-DATE or ron SOME, 03-02-07. 3-0FMIN05 SHOWN HEREON ME PASEO ON THE NOKWENIED CENTERLINE Or 00VGLAS MAC ARTHUR CAUSEWAY HAVING A BEARING or 1.130081.w ACCORDING 10 THE SPECIFIC PURPOSE SURVEY FOR TIE R0RI6A OEPARTMENI OF YRAISPONATION BY POST BUCKLEY SCHUH A An.NAN (PEST, 0FI 02. 11113776. 5EC110N B0060-2511. DATED 0/18/07. oldm.r llvvvLw k llanyi.-o. T.l, r1�THCn u.^NJb.... No. IX 420 mu. PLS JSBF CAM rac NO 1B13G.DE.G PROJECT N0. 1813C� ARZI 1 1 Exhibit "D" Conceptual Site Plan - 54 1 Exhibit "E" Depiction of the Adjacent Area (to be attached pursuant to the provisions of Section 6.2 of this Agreement) - 55 - Exhibit "F" Deed Number 19447 from the Trustees of the Internal Improvement Fund of the State of Florida dated February 24, 1949 recorded in Book 3130, Page 257. - 56 - P. 800X'31-30 PAGE25 INTERNAL IMPROVEMENT FUND STATE OF FLORIDA DEED NO. 19 J 7 KNOW ALL MEN BY THESE PRESENTS: That the undersigned, the Trustees of the Internal Improvement Fund of the State of Florida, under and by virtue of the authority of Section 253.12, Florida Statutes, 1941, and according to the provisions provided for in Section 253.13, Florida Statutes, 19l2, and for and in considera- tion of the sum of Ten and 00/100 Dollars and other good and valuable con_siderati,ons, to them in hand paid by CITY OF MIA.iI, Dade County, Florida, receipt of which is, hereby acknowledged, have granted, bargained, sold and convejed to the said CITY OF MI_MI_ and its successors and assigns forever, the following de- scribed lands, to -wit: Beginning at the point of intersection of the Easterly production of the Center Line of Richmers Street (now known as N. E. 13th Street) as shown on the mended Plat of "RICKMERS ADDITION" as recorded in Plat Book 3, Page 2, with the U. S. Harbor Line on the West side of Biscayne Bay; thence run North- erly along said U. S. Harbor Line to a point on a line four hundred and fifty.feet North of and parallel to the Easterly production of the said Center Line of Rickmer•s Street (now known as N. E. 13th Street); thence run Easterly along said line 450 feet North of and parallel to the Easterly production of the Center Line of said Hic1Qners Street (now known as N. E. lath Street)•to the point of intersection. with that course described in Deed Book 361, Page 353, as follows: "Thence in a Southeasterly direction to the Southeast corner of the Southwest Quarter of the Southwest Quarter (Sl?',—,, of SW3)' of Section 32, Township 53 South, Range 42 East'); Thence South- easterly along the said last described course to the said Southeast corner of the SW - of SIN'e of Section 32, Township 53 South, Range 42 East; Thence run South along the• West line of the NE' of NWY of Section 5, Township 511_ South, Range 42 East to a point eighty feet Northerly .from and measured at right angles to the Center Line of the Miami Muni- cipal Channel; Thence run Southeasterly following that course described in Deed Book 1472, Page 4.714. as follows; "Commencing at the intersection of the West Line of the NE of NW1, of Section 5, Township 54 South, Range 42 East, and a line parallel to and eighty feat Northerly from, and measured at right angles to the Center Line of the Miami Muni- cipal Channel", to. the East boundary of the West 3/4 of said Section 5; Thence run South along the East boundary of the West- 3/4 of said Section 5 and Section 8; Township 54 South, Range 42 East, to the Northerly Line of the FEC Railway Company Channel as described in aforesaid Deed Book 1472, Page 474; Thence run ?Westerly along the said Northerly line of the FEC Railway Company Channel to the East line of the Ill; of Section 8, Town- ship 5L South, Range 42 East; Thence run Westerly BOOK c I_J.JU PAGE2 )8 along that line described in Chapter 13bb6 (No. 102)- Laws of. Florida - 1929 as follows: "Thence westerly - to the Intersection of the P. & 0. S.S. Channel and the Channel extending from the mouth of the Miami River in a southeasterly direction", to the East line of Section 7, Township 54 South, Range 42 East;. Thence run South along the said East line of Section 7, Township 54 South, Range 42 East to a point 2000 feet North of the South line of Section 7, Township 54 South, Range 42 East, being that point at the termination of the line described in Deed Book 1900, Page 355 Parcel "B" as follows: "Thence North along' the East Line of said Section 7 for a distance of 2000 feet to a point"; Thence along the course de scribed in Deed Nook 1900, Page 355, as follows: "'Thence Southwest 2828.feet to a point on the South boundary of said Section 7", to a point 2000 feet West of the Southeast corner of said Section 7; Thence run West along the South line of said Section 7 and the South line of said Section 7 produced West, to the point of intersection with the U. b. Harbor Line on the West side of Biscayne Bay; thence run Northerly along the said U. S.. Harbor Line to the point of beginning. Except therefrom the following described BAY BOTTOM LAND AREA FOR DREDGING IN CONNECTION WITH PROPOSED 85 ACRE BURLINGAME ISLAND. • Becinning at the point of intersection of the South- easterly production of the Northerly side of S. E. 14th Street, the same being the Southerly line of High1eymnan1s Subdivision as recorded in Plat Book 1, Page 184 of the Public Records of Dade County, Florida, with the U. 5. Harbor Line on the Westerly side of Biscayne Bay; thence Northerly along the said U. S. ilarbor Line and the Northerly extension thereof 3800 feet, more or less, to the point of intersection with the Southerly line of Miami River Channel, as • shown and established on Sheet No. 2 of plan pre- pared by U. S. Engineer Office, Jacksonville, Florida, November 1934, showing Miami River, Florida, condi- tions on completion of Dredging of Channel Project; thence Northeasterly along the said Southerly line of Miami River Channel and the Northeasterly pro- duction thereof 2500 feet to a point; thence Southerly 5300 feet, more or less, along a line parallel to the Southerly production of the dividing line between Township 53 South, Range 14.1. East and Township 53 South, .Range 42 East to the point of intersection with the aforesaid Southeasterly production of the Northerly side of S. E. 14th Street; thence Northwesterly 2900 feat, more or less, along the said Southeasterly Production of the Northerly side of S. E. 14th Street to the U. S. Harbor Line, the point of beginning. And further excepting therefrom all land title to which is in private parties. ��- TO HAVE AbTD TO HOLD the said above mentioned and described land and premises, and all the title and interest of the Trustee therein as granted to them by Section 253.12, Florida Statutes, 19La, unto the said CITY OF.MIAMI and its successors and assigns forever. BOOK,. u KAGl r .. SAVING AND RESERVi1G untb the Trustees of the Internal ded hLmprove ment Fund of Florida, and their successors, ree- fourths interest in and title in and to an undivided three -fourths interest in all the phosphate, minerals and metals that are or may be in, on or under the said above described lands, and an undivided one-half interest in and title in and to an undivided one-half in- terest in all the petroleum that is or may be in or under the said above described land, with the privilege to mine and develop the same. PROVIDED, HOWEVER, anything herein to the contrary notwith- standing, this deed is given and granted upon the express condition subsequent that the Grantee herein or its successors and assigns .shall never sell or convey or lease the above described land or any part thereof to any private person, firm or corporation for any private use or purpose, it being the intention of this re- striction that the said lands shall be used solely for public purposes, including municipal purposes and not otherwise. PROVIDED, FURTHER, anything herein to the contrary notwith- standing, this deed is given and granted upon the further express condition subsequent that the Grantee herein or its successors or .assigns shall not give or grant any license or permit to any pri- vate person, firm or corporation to construct or make by any means; any islands, .fills, embankments, structures, buildings or other similar things within or upon the above described lands or any part thereof for any private use or purpose, as distinguished from any public or municipal use or purpose. It is covenanted and agreed that the above conditions subse- quent shall run with the land and any violation thereof shall render this deed null and void and.the above described lands shall, in such event„revert to the GrantorsOr.theirr successors. iN WITNESS WHEREOF, the Trustees of the Internal Improvement Fund of the State of Florida have hereunto subscribed their names and affixed their seals, and have caused the seal of the "DEPART- MENT OF AGRICULTURE OF THE STATE OF FLORIDA", to be hereunto affixed, at the Capitol, in the City.of.Tallahassee, on this the day of February , A. D. Nineteen Hundred and Forty-nine. • Go error Comptroller/ (/ Treasurer Attorney General (SEAL) .lrU: SuAL) i -MEAL) Covunia-sipner of Agriculu.re Stale of flo:ic . r; =nIy of Dade. This in4s llrr°t; .,••<ss tiled hr record a; �j�./7 and du;y t 8Zurdd �y en Fay^� a WI.�•. � �Fii. ........ �a G• e. s. LeaTHET-Z ; t Clerk Circuit Geri / Exhibit "G" Joint Participation Agreement (FDOT and City of Miami) - 57 - CHARLIE GRIST GOVERNOR May 27, 2010 ..Florida Department of Transportation DISTRICT SIX 1000 NW 1 11 "' Avenue Miami, Florida 33172-5300 .Mr. Aldo Bustamante Real Estate Manager Public Facilities/Asset Mflnsgement City of Miami 444 .SW 2nd Avenue, Third Floor Miami, Florida33130 Re: Joint Participation Agreement Watson Island Air Transportation Facility FM No. 42274219402— Cont # AP Y07 Dear Mr, Bustamante: STEPHANIE C. ICOPELOl7SOS SECRETARY nit • Attached are four (4) copies of the above referenced document. Please return all four (4) copies after execution .b your Agency for further processing, along -with two (2) copies of the resolution authorizing the applicant to execute the agreement. Two (2). copies of the agreem -will besetumed whenfully executed by the Department. The agreement and resolution -must be'original signature documents or properly executed copies. Should you have any questions or need additional .information please contact me at (3 05) 470- 5292. Sincerely, Dionne G.. He Aviation/S.eaport Progiram Administrator Public Transportation Office • • EncL wwvv. d ot. stets.fl.u.s Lei RTc..YCLED PAPER Financial Project No.: 42274219401 1henraegmen.pnase-sequence} Contract No.: APY07 CFDA Number STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT • Fund: DPTO Function:. • 537 Federal No.: DUNS No.: CSFA Number: FLAIR 086719 Object Code: 750004 725-030-08 PUBLIC 'TRANSPORTATION T0 Page 1.of 14 Org. Code: 55052020625 Vendor No.: "F596000375097 55.004 THIS AGREEMENT, made and entered into this. . day of by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, and City of Miami - Public Facilities/Asset Management 444 SW2ndAvenue, 3rd'Floor, Miami, FL 33130 hereinafter referred to as Agency. The Department and Agency agree that.all terms of this Agreement will be completed - - --and-this-Agreementwill expire unless a-filTle.exienslon-is provided on or.before 6/3D/2016— in accordance with Section -18.00. WIT.N ES.ETH WHEREAS, the Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, and the Department has been granted the.authoF1ty to function adequately in all areas of appropriate jurisdiction Including the Implementation of en integrated and balanced #rensportetion system and is authorized under 332.006 (6} • • Florida Statutes, to enter into this Agreement. . NOW,THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows:. -t.00 Purpose of Agreement: The purpose of this Agreement is Build aterminal facility of 4,500 sq. it; five helicopter -hangers (60x60-18,000 sq, ft); one landing pad with three parking pads; and one fuel farm with airfield access of, t,D40.sq,..ft, •. • • • !.;C.,;:.. • Jr • and as further described in Exhibit(s) A, '67, `C D & E: • ` .. attached hereto and by this reference made a part hereof, hereinafter referred .to es the project, and to provide Departmental financial assistance to the Agency and state the terms and conditions upon which such assistance will be provided and the understandings as to the manner in which the project will be undertaken and completed. 725-0304X PUBLIC TRANSPORTATION 01110 Page 2 of 14 .2.00 Accomplishment of the Project 2.10 General Requirements:The Agency shall commence, and complete the project as described in Exhibit "A" attached hereto and by this reference made a part hereof this Agreement, with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with'the provisions herein, and all applicable laws. 2.20 Pursuant to .Federal, State, and;..C:o:cai :Law: In the event•that any election, referendum, approval, perrnit, notice, or other proceeding or authorization is regwsIte under applicable law to enable the Agency to enter into this Agreement or to undertake the project hereunder,' or to observe, assume or Garry out any of the provisions of the Agreement, the Agency will initiate and consummate, as provided.by law, ail actions necessary with respect to any such matters so requisite. 2.30 Funds of the Agency: The Agency shall initiate and prosecute to completion all proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds for completion of the project. 2,40 Submission of Proceedings, Contracts and Other. Documents: The Agency shall submit to the Department such data, reports, records,•contrabts end.otherdocuments relating -to the .project as• the Department may require .as•llsted in Exhibit "C"'attached hereto and by this reference made a part hereof, ' 3.00 .Project Cost: 'Thabeel estimated cost of the project is $-6,704,•400.00 •.. - • This amount -- is based upon the estimate summarized in Exhibit ".B" attached hereto and by this reference made e part hereofthis, AgreementTne Agency agreesto bear all expenses in excess ofthe total estimated cost of the project and any deficits involved, 4.DO•Department Participation: The Department agrees .to maximum participation, .including contingencies, in the projectin the amount of $ •1,096,000.00 as .detailed In Exhibit "B", or In an amount equal to the percentage(s) cif total .cost shown In Exhibit "B"; whichever is Isle,• 4.10 Project Cost.Eiiglbllity- Project.?rzsts eligiblefor-State participation will be allowed only from the effective oaie orthts`agreement.-1tisundsrstood-that-Statllparbe+patien-ip-eligible=projsrlt rnstc is siihjPctto: (a) • Legislative approval of the;Departrn nt s appropriation request In the adopted work program year that the project is scheduled to be comrrtitte" ; (b) Availability of funds as stated in Section 17,00 of this Agreement; (c) Approval of all plans, specifications, -contracts or other obligating documents and all other terms of this Agreement; (d) Department approval of the project scope .and budget (Exhibits A & B) at the time appropriation authority becomes available• 4:20 Front End Funding : Front end:fuhding; ,C.is not applicable. If applicable, the Department may initially pay 100% of the total 'allowable iricu red •project costs up to an amount equal to its total share of participation as shown -In paragraph 4.00, 5.00 Retainage : Retainage O is . CD is not -applicable. If applicable, percent of the Department's total shareofparticipation as shown in paragraph 4,00 Isto.be held In retainage to be disbursed, at the Department's discretion, on or before the completion of the final project audit. 7zs-ream PUBLIQ TRANBPORTATIDN 01/10 Page 3 of 14 6.00 Project Budget and Payment Pro'visiens: 6.10 The Project Budget: A project budget shall•be'p.repared by the Agency and approved by the Department. The Agency shall 'maintain said budget, carry out,the project and shall Incur obligations against and make disbursements of.project funds only in conformity with the latest approved budget for the project. No budget increase or decrease shall be effective unless It complies with' fund participation requirements established In Section 4.00 of this Agreement and is approved by the Department Comptroller. 6.20 Payment Provisions: Unless otherwise allowed under Section 4.20, payment will -begin In the year the project or project phase is scheduled in the work program as of the date of the agreement. Payment wit be made for actual costs incurred as of the date the invoice is submitted with the final payment due upon receipt of a final invoice. 7.00 Accounting Records: 7.10 Establishment•and Malntenanee'of Accounting Records: The Agency shall 'establish for the project, in conformity with requirements established by Departments program guidelines/procedures and "Principles for State .and Local Governments", separate accounts to be' maintained within its existing accounting system or establish independent accounts. Such accounts .are referred to herein collectively as the 'project account". Documentation of the project account shall be made available to the Department upon request any time,during the period of the Agreement and for three years after final payment is made. • .7_20 Funds Received Or Made Available forThe Proi'ect:TheAgeney.shall appropriately' record inthe project account, and deposit in a•bank or trust company which is a member of the Federal Deposit Insurance Corporation; all payments received .by it from the Department pursuant.to this Agreement and all other funds provided for, accruing to, or otherwise received on account of the.projeci, which Department'payments and other funds are herein collectively referred to as "project funds". The Agency shall'trequire depositories of project funds to secure continuously and fully all project funds in excess of the amounts insunsiOnder federal plans, or under State plans which have been approved for the deposit of projectfunds by the Departmenttoy the deposit:or setting aside of collateral. of the types and in the manner as prescribed by State Law for the security of,public funds, or as approved by the Department. 7:30 Costs incurred for the Project: The Agency shall.charge to the project account all eligible costs of the project: Castsineexeess.Dane-Iatestapproved-budgetor-attr-ibutableto.actionswhich-have_reot_r_eccriverlthe e iire�_ • approval of the Department shall not be considered eligible .costs. 7.40 :Documentation of.Project Costs: All costs charged to the project, •including any approved services contributed by the Agency or others, shall be,supported,by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. .7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with 'respect to any item which is or will be chargeable against the project11acoourit:wlfibe.drawn only In accordance with e properly signed voucher then on file in the office of the Agency stating in propex.;detall•the'purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers; orders; er other accounting documents pertaining in whole or in part to the project shall be'clearly identified, readily accessible, and, tothe extent feasible, kept separate and apart from all other such documents. 7.60 Audit Reports: In addition to the requirements below, the Agency agrees to comply and cooperate with any monitoring procedures/processes deemed apprbpriate"by the Department, including but not.tlmited to site visits and limited scope audits. The Agencyfurther agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the State Comptroller or Auditor General, The Agency shall -retain sufficient records demonstrating its compliance: with theterms of this Agreement for a period of three years from tthe date the audit report is issued, and'shall atlo?N the:D,epaitment access to such records and working papers upon request The foiloviing requirements do not limit the authornt,� ,or the Departrrierlt to conduct or. arrange for the conduct of additional audits or evaluations of state 'financial assistpi�ie.or limitth'e autiiorIty of any state agency inspector general, the Auditor General, or any other state official. The Agency shall -comply with.all audit and audit reporting requirements as specified in Exhibit "D" attached hereto and by this reference made a part hereof this Agreement. • 725-094D6 PUBLIC TRANSPORTATION 0VID NOB 4 of14 7.61 Monitoring: In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97, Florida Statutes, (see "Audits" below), monitoring procedures may Include, but not be limited to, on -site visits by Department staff, limited scope audits as defined by OMB Circular A-133, and/or other procedures. The Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department, In the event the Department determines that a limited scope audit of the Agency is appropriate, the Agency agrees to comply with any additional instructions provided by the Department staff to the Agency regarding such audit. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by FDOT's Office of Inspector General (0IG) and Florida's'Cfiief Financial Dfficer(CFO) or Auditor General. 7.62 Audits: :•;i:fl• Part 1 Federally Funded: If the Agency is aitate, local government, or non-profit organizations as defined in DMB CircularA-133 and a recipient of federal funds, the following annual audit criteria will apply: 1. in the event that the recipient expends $500,000 or more in Federal awards in its fiscalyear, the recipient must have a single' or program -specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised. Exhibit "D" to this agreement indicates Federal resources awarded through the .Department by this agreement In • determining the Federel.awards expended in Its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended .should :be in accordance with the guidelines established by OMB Circular A-1.33, as revised. An audit of the recipient conducted by the Auditor General inaccordance_with the provisions OMB CircularA-133, as revised, will meet the requirements of this:par. • 2, In connection with the audit requirements addressed in Part I, Paragraph 1I., the recipient shall fufi!Pthe . requirements relative to auditee responsibilities,as provided in Subpart C of OMB CircularA-133. .3: Ifthe recipient expends less than the amount in Part i, Paragraph 1., an audit conducted in accordance with the provisions of OMB Circular A-133, is not required, If the recipient elects to conduct such an audit, the cost of the audit must be paid from resources obtained from other than, Federal entities, • 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, and name of the awarding federal agency. • Part ll State Funded: If the Agency islrinanetate-entity as :defined by.Section 215.97(2)(m), Florida Statutes, and a recipient of state. funds, the following annuai'audit criteria. will apply• • • F. In the event that the recipient experids'atotal amount of state financial assistance equal to or in excess of $5.DD, 000 in any fiscal year, the recipient must have a State single or project -specific audit'for such fiscal year in accordance with Section .215.97, Florida Statutes; applicable rules of the Department of Financial Services and -Me CFO; .end Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, Exhibit ".D".to this agreement indicates state financial assistance awarded through the Department bythis agreement. in determining the state financial assistance expended In Its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities, State financial assistance does not include Federal direct or pass -through awards and resources received by .a nonstate entity forFederai,program matching requirements• •I::; 2. In connection with the audit requirements addressed In 'Part II, Paragraph 1., the recipient shall ensure that the eudit.coinplies with the requirements of Section 21.5:97(7), Florida Statutes, This includes submission of a financial reporting package as defined by Sectlon•215:97(2)(e);,Florida Statutes, and Chapter 10,550 (local governmental entities) or 10.650 (nonprofit and for -profit organlzationa)i Rules of the_Auditor General. 3• If the -recipient expends less than the amount in Part II, Paragraph 1., such audit is not required. If the recipient elects to conduct such an audit, the cost of the audit must be paid from the recipient's resources obtained from nonstate entities. 4. State awards are to be identified using the Catalog of State Financial Assistence_(CSFA) title and number, award number.and year, and.name of the state agency awarding It. 728A30.08 PUBLIGTRANBPORTATION 01!1C page 5 D 14 Part III Other Audit Requirements . 1. The Agency shall follow-up and.take torrectiv.e abton on.audit.findings. Preparation of a summary schedule of prior year audit findings, Including corrective actldn and.current status of the .audit findings is required. Current year audit findings require corrective action and status of findings. , 2, Records related to unresolved audit indings, -appeals, or'litigatlon shall be retained .until the action is completed or the dispute Is resolved. Access to project records and audit work papers shall be given to the .Department, the Department Comptroller, and the Auditor General. This section does not 'limit -the .authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official, Part IV Report Submission 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by Section7.62 Pert I of this agreement shall .be submitted, when required by Section .320 (d), OMB Circular A-133, by or on behalf of the recipient directly to each of the following: A. B, The Department at each of the following addresses: Florida Departmen of Transportation ATTN: Public Transportation Manager 1000 NW 111 Avenue, Room 6114 Miami, FL 33172 or Florida Department of Transportation ATTN:.JPA Coordinator - 1000 NW 111 Avenue, Room 6202-B Miami, FL 33172 The number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-133, submitted -to the Iollowing address: .Federal Audit Clearinghouse Bureau of the C:eisus ' OW East?) Dth.Street . .'Jeffersonville, IN47132 C Other Federal agencies and pass4tugfi e itTes in abcordance with Sections-:320-(e)-and4, OMR ('ircufaL_ A-133. 2. In the event that a copy of the reporting package for an audit required by Section 7.62Part 1 of this Agreement and conducted in accordance with OMB Circular A-133 is not required to be submitted tothe Department for reasons pursuant to section .320 (e)(2), OMB Circular A-133, the:recipient shall submit the required written notification pursuant to Section .320 (e)(2) and a copy of the recipients audited schedule of expenditures .of Federal awards directly to each of the following; =1 Florida DepartmentofTransportatlon Florida Departmen of Transportation or ATTN: Public Transportation Manager. ATTN: JPA Coordinator 1000 NW 111 Avenue, Room 6114 ' ' 1000 NW-111 Avenue, Room 6202-B Miami, FL 33172 Miami, FL 33172 In addition, pursuant to Section .320 (f), OMB ClrcularA=133,.as revised, the reclpient,shall submit a copy of the reporting package described in Section .320 (d), OMB Circular A-133, and any management letters issued by the auditor,. to' the Department at each of the following addresses: Florida Departmen ofiransportatlon ATTN: Public Transportation Manager 1000 NW 111 Avenue, Room 6114 Miami, FL 33172 or Florida Department of Transportation ATTN: JPA Coordinator 1000 NW 111 Avenue, Room 6202=B Miami, FL 33172 „ 726.030a PUBLIC TRANSPORTATION Mho Page B of 14 3. Copies of financial reporting packages required by Section 7.62 Part II of this Agreement shall be submitted by or on behalf of the recipient directly to each .ofthe following: A. The Department at each of the following .addresses: Florida Departmen of Transportation ATTN: Public Transportation Manager 1000 NW 111 Avenue, Room 6114 Miami, FL 33172• B. The Auditor General's Office at the or Florida Department of Transportation ATTN: JPA Coordinator 1000 NW 111 Avenue, Room 6202-B Miami, FL 33172 following address: Auditor General's Office Room 401, Pepper Building ,171..West'Madison Street ' Tallahassee, Florida 32399-1450 .4. Copies of reports or the management letter required by Section 7.62 Part III of this Agreement shall be submitted by or on behalf of the recipient directly to: A. The Department at each of the following addresses: Florida Departmen ofTransportation or ATTN: PubliciTransportation;Manager 1 DDO NW 111 Avenue, Room 6114 'Miami, FL 33172 Florida Department ofTransportation ATTN: JPA Coordinator • 1000 NW 111 Avenue, Room 6202-B • Miami, FL 33172 .5, Any reports, management letter, or other information required to be submitted to the Department pursuant to this • Agreement shall be submitted timely in accordance with OMB Circular A-133, Section 215.97, Florida Statutes, and . Chapter 10.550 (iocal governmental entities) or 10.650 (nonprofit and for -profit. organizations), Rules of the Auditor General, as applicable. • . 6_R.ecipients, whensdbmittIo06nanriatlepting package fbe Department for audits done in .accordance with OMB Circular A-133 or Chapters 10,550 (local governmental _entlties) or 10:650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Agency in correspondence accompanying the reporting package. . 7:63 Record Retention: The.Agency;'sffall retain sufficient records demonstrating its compliance with the terms of this Agreement fora period of at least five yeas pm the idate the audit report Is issued, and shall allow the Department, or Its designee, the CFO or Auditor General aAeess to Such records upon request, The Agency shall ensure that the Independent audit•working papers are made available to the Department, or its designee, the CFO, or Auditor General upon request for period of at least five years from the date the audit report is issued, unless exfendeddn•writing by the Department. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon requestto the Department at all times during -the period of this Agreement and for five years afterf nal payment is made. Copies ofthese.documents and records shall be furnished to -the Department upon request. Records of costs incurred include the Participant's general accounting records and -the project records, together with supporting documents and records, of the contractor and allsubcontractors performing work on the project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs, 7.64 Other Requirements: 'If an audit'discloses any significant audit findings related to any award, including . material noncompliance with Individual projectcompllanee requirements or reportable conditions in internal controls of the Agency; the Agency shall submit as part of the audit package to the Department a plan for corrective action .to eliminate such audit findings or a statement describing the reasons -that corrective action is not necessary. The Agency shall take timely and .appropriate corrective action to any audit findings, recommendations, and corrective .action plans. 725mom PUBLIC TRANSPORTATION ovto Pepe 7 or 14 7.65 Insurance: Execution of this Joint Participation Agreement constitutes a certification that the Agency has and will maintain the ability to repair or replace any project equipment or facilities in the event of Toss or damage due to any accident or casualty for the useful life of such equipment or facilities. In the event of the loss of such equipment or facilities, the Agency shall either replace the equipment or, facilities or reimburse the Department to the extent of its interest in the lost equipment or facility. In the event this Agreement is for purchase of land or for the construction of infrastructure such as airport runways the Department they waiveor•'modify this section. 8.00 Requisitions and Payments: • B.10 Action bythe Agency: In order to obtain any Department.funds, the Agency shall file with the Department of Transportation, District Six Public Transportation Office 1000 NW 111.Avenue, 6114, Miami, • , FL, 33172-5800 its requisition on e form or forms prescribed by the Department, and any other data pertaining to the project account (as defined in Paragraph 7.10 hereof) to justify and support the payment requisitions, 8.11 Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a .proper preaudlt and postaudit thereof. 8:12 Invoices for any travel expenses -shall be submitted in accordance with Chapter 112.061, F.S. The Department may establish rates lower than the maximum provided in Chapter 112.061, F.S. 8.1'3 For real .property acquired, submit; • (a) the date the Agency acquired the real property, (b) a statement bythe Agency.certifying that the Agency has acquired said real property, and actual consideration paid for real property. (c) a statement by the Agency certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with all federal Maws, rules and procedures required.by any federal oversight agency and with all state laws, rules and prooeduras,ihat may app(y.to.the Agency acquiring the real property. 8.20 She Deparfmeats _ab igation;. .thieot to :other provisions hereof, the .Department will honor such requisitions in amounts and at times deemec 'by'the Departrinent'to be proper. to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice' in writing not to make a payment on the project if: 8.21 Misrepresentation: The Agency shall 'have made misrepresentation of a materiel nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document or data fumished therewith or pursuant hereto; 8.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project, the Agreement, or payments to the project; 8.23 Approval by Department: The Agency shall havetaken any action pertaining to the protect which, under this agreement, requiresthe approval of the i epartmeht,or has made related expenditures or incurred related .obligations without having been advised by the;Departmentthat same are approved; -6.24 Conflict of interests:There has been any violation of the conflict of interest provisions contained herein; or 8.25 Default: The Agency has been determined by the Department to be in default under any of the ••provislons of the Agreement. 8.26 Federal Participation (If Applicable): Any federal agency providing federal financial assistance to the project suspends or terminates federal financia assistance to the project. In the event of suspension or termination of federal financial assistance, the Agency will reirriburse'the'Department for all disallowed costs, including any and all federal financial assistance .as detailed in Exhiiiat .B. 725.03U-0B PUBUCTRANSPORTAo TRANSPORTATION Page B of 14 8.30 Disallowed Costs: In determining the amount of the payment, prior to receipt of .annual notification of funds availability, the Department will exclude ail projects costs incurred by the Agency prlorto the effective date of this Agreement, costs which are not provldedloriln the. latest approved budget -for the project, and costs attributable to goods or services received under a contract or othei; arrangements which have not been approved in writing by the Department and costs Invoiced prior to receipt of annual notification of fund availability. 8.40 Payment Offset: If, after project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this agreement, the Department may offset such amount from payments due for work or services done under any public transportation joint participation agreementwhich ithas s with the e Agency owing such amount if, upon demand, payment of the amount Is not made within sixty (60) days to Offsetting amounts shall not be considered a breach of contract by the .Department. 9.00 Termination or Suspension oProjeotf • . • 9,10 Termination or Suspension Generally: if the Agency abandons or, before completion, finally discontinues the project; or if, by reason of any of the events or .conditions set forth In Sections 8.21 to 8.26 inclusive,.or for any other reason; the commencement, prosecution, or timely completion of the project by the Agency is rendered 'improbable, infeasible, impossible, or illegal, the 'Department will, by written notice to the Agency, .suspend any or .all of its obligations .under this Agreement until such time as .the event or .condition resulting in such suspension has ceased or been corrected, or the Department may terminate any. or.all of.its .obligations .under this Agreement. 9.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any termination or suspension notice under this paragraph, the Agency shall proceed _promptly to carry outthe actions required therein which may include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, project activities and.contracts and such other act{off as .may:be'required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed;_(?) tarnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise tncludeble.as project costs; and (3) remit to the Department such portion of the financing and any advance paymentprevioiisty reoeived as is determined bythe Department to be due under the. provisions .of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, _ plan1and budget as approved by the Department or upon the basis of terms and conditions imposed by the Department � ent upon the failure of the Agency to Furrnsh thetchedule,�lanTand-budget-withm area-rable-farm Tba pP mval remittance by the Agency or the closing out of federal financial participation in the project shall not constitute a waiver of. any claim whidh the Department may otherwise have arising out.of this Agreement. 9.12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor orAgency to allow public access -to all documents, papers, letters, or other material subjectto the provisions of Chapter 119, F.S. and made or received In conjunction,with" this Agreement. 10.00 Remission of Project Acccdunf Upon Completion of -Project: Upon completion of the project, and after payment, provision for payment, or reirhburtetnent'of'all project costs payable from the project account Is made, the Agency -shall remit to the Department fts share of any unexpended balance in the project account. 11.00 Audit and Inspection: The Agency shall permit, and shall require its contractors to permit, the • Department's authorized representatives to inspect all work, materials, payrolls, reoords; and to audit the books, records .and accounts pertaining tothefinancing and development•ofthe project. 12,00 .Contracts of the Agency:- . 12.10 Third Party Agreements::Exdept as otherwise authorized In writing by the Department, the Agency shall not execute any contract or obligate Itsetfrt0 any marinerrequiring'the disbursement of Department joint par ictipation third d funds, including consultant, construction.or purehaseof commodities contracts or amendments thereto, withparty with respect to the project witho.ut•tl1 ;\ r1tteni4pprovat of the Department. Failure to obtain such approval shall be •sufficient cause for nonpayment by the D9pgrtmentas provided in Section 8.23.The Department specifically reserves unto ltsetf" the right to review the quailficatrbns.of any consultant.or contractor and to approve .or disapprove the employment of the same. Z2603D-09 PUBU C TRANSPDRTATOIiONN •Pep 9of14 12.20 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a project•with an Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency complying in full with provisions of Chapter 287, F.S,, Consultants' Competitive Negotiation Act. At the .discretion of the Department, the Agency will involve 'the Department in the Consultant Selection Process for all contracts. In all cases, the Agency's Attorney shall certify to the Department that selection hes been accomplished In with the Consultants' Competitive Negotiation Act. 12.30 Disadvantaged Business Enterprise (DBE) Policy • 12.31 DBE Policy: The Agency and.its. antraotors agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part26, asartlehded, have the maximum opportunity to participate in the performance of contracts and this Agreement, in this Regard;tail recipients, and contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26, as amended, to ensure that the Disadvantaged Business Enterprises have the maximum opportunity to'cornpete for and perform contracts. Grantees, recipients and their contractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of Department assisted contracts, 12.40 The Agency agrees to report any reasonable cause notice of noncompliance based on 49 CFR Part 26 filed under this section to the Department within 30 days of receipt by the Agency. . 13.00. Restrictions, prohibitions,.Controls,•and Labor Provisions- 13.10 Equal Employment Qpportunit I0 connection with the carrying out of any project, the Agency shall not discriminate against any employee or applidani for. erriployment because of race,.age, creed, color, sex or national origin, The Agency will take affirmative .action to ensure that applicants are employed, and that employees are treated • during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or otherforms of compensation; and selection fortraining, including apprenticeship. The Agency shall insert the -foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development or operation of the project, except contracts for standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except _.subcontracts for standard commercial supplies or raw materials.. Wnen the project involves installation, construction, demolition, removal, site improvement, or similar,work, the,Agency shall posf, in conspicuous places:avairabTe employees and applicants for employrnentfor•project work, notices to be provided by.the .Department setting forth the provisions ofthe nondiscrimination clause. • • 13.20Title VI- Civil Rights Act 4fi$41•';ExeCution-of this.Joirrt Participation Agreement constitutes a certification that the Agency will comply with ail fife requirements imposed byTitle VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et. seq.), the Regulations of the Federal Department ofTransportation issued thereunder, and the .assurance by the Agency pursuant thereto, 13.30 Title VIIi- Civil Rights Aet of 1968: Execution of this Joint Participation Agreement constitutes a certification Matte Agency will comply with all the requirements imposed by Title VIII of the Civil Rights Act of 1968, 42 USC .3601,et seq., which among otherthings, prohibits discrimination in housing on the basis of race, color, national origin, creed, sex, and:age. 13:40 Americans with Disabilities P t.df 1990. (ADA): Execution ofthis .Joint Participation Agreement constitutes agcertifrcationthatthe Agency will"co. ply'wif11 ett the requirements imposed by the ADA (42 U.S.C. 1211 e2, et, seq.), the regulations of. the federal governmehf slued thereunder, and -the assurance by the Agency pursuant 726-08 TFtANSPORTATN D Page i0 or 14 enter Into a contract or ent in connection 13.50 Prohibited included : The Agency shall planed to be includedtin the project, with any officer, director ctor or employee ofthee Agency or y property in ended or p the use or Agency, or anyb officer, part entity di of which the propff officer,' I n°Which such officeri director. or employee or the officer's,pdirector's or child is an officer, part � has a material Interest. or employee's spouse or child, or any combinatlon'of them,.` "Material Interest`meens direct or Indirect ownership of more than 5 percent of the total assets or capital stock of any business entity. The Agency shall not enter into any contract or arrangement in connection with the project br any property included or planned to be included in the project, with any person or entity who was represented before the Agency by any person who at any time during the immediately preceding two years was an officer, director or employee of the Agency. een the AgenCy itsfisca p a y this agreement for shallnot services the rates for which are fixedlicable to any agreement borfcontroli d by the go v rriment, or. any . depositories, any agreement for utility agreement between the Agency and an agency of state government. member or e 13:6.0 Interest of Members of, Delegatesait of the Agreement or any benefit arisingtthe�efromongress of the United States shale share be admitted to any or P -14.00 .Miscellaneous Provisions: cation 14.10 Environmental Pollution: Execution of this withnt Participation Areement all pp{'t able envi onmentaloregUlations incluiding they the Agency that the project will be carried out in conformance securing of any applicable permits. The Agency will be solely responsible for any liability in the event of non-compliance with applicable environmental regulations, including the securing of any applicable permits, and will reimburse the .Department for any loss incurred in connection Jtherewlth. • 14.-20 .Department Not Obligated trincflird Patties.: The•Department shall not be obligated or liable hereunder _ to aay_patiysoiherhan the Agency. • _. — — -- _-- -----•--- — — — 14.30 When Rights and Remedies Not Waived: In no event shall the making by the Department of any -paymentto the Agency constitute or be construed as a waiver by the Department of anyby the Department while ach of covenant or yany such b which may then exist, on the in thewAgency, impair or prejudice d the king of such any right or remedy available to the Department with such breach or default shall exist shall in no way respect to such breach or default. ovision of 14.40 How Agreement is Affected shall not be affected, lneld such an insIf any tance nce lire remainderwouldthen is held Invalid, the remainder of this AgreementIicable law, continue to conform to the terms and requirements of.app • 14.50 :Bonus or Commission: B,y execution of the Agreementthe Agency reprrent its ts at itpphasi not a`deand, also, agrees notto pay, any bonus or cdrnrnisslonfor'the purpose of obtaining an approval financing hereunder_ ll require the AgenCy to erve or rce 14;60 State or Territorialioperform any other act ornent do anyaother thing in contravention sof.any applicable State compliance with any provision thereof, Pwill at once notify law. Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency the Department in writing In order that appropriate haoges and poodble ficawith the majebt ay be made by the .Department and the Agency•to the end that the Agency may p as so7' i:;' . 725-080.05 PUBLIC TRANSPORTATION 01110 Pap 11at14 14,70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities .and equipment will be used by the Agency to provide or support public transportation for the period of the useful life of such facilities and equipment as determined in accordance with general accounting principles and approved by -the Department. The Agency further agrees to maintain the project facilities and equipment in good working order for the useful life of said facilities or equipment. 14.71 Property Records: The Agency agrees to maintain property records, conduct physical inventories and develop control systems as required by 49 CFR Part 18, When applicable, 14.80 Disposal of Project Facilities or Equipment: If the Agency disposes of any project facility or equipment during its useful life for any purpose except its replacement with like facility or equipment for public transportation use, the Agency will comply with the terms of49 CFR Rar1,18 relating to property management standards. The Agency agrees to remit to the Department a proportional amount`bflthe proceeds from the disposal .of the facility or equipment. Said proportional amount shall be determined on the basis ofthe ratio of the Department financing of thefacility or equipment as provided in this Agreement. . 14,90 Contractual indemnity: To the extent provided by law, the Agency shall 'Indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent abt by the Agency, its agents, or employees, during the performance of the, Agreement, exceptthat neither the Agency, Its agents, or its employees will be liable under this paragraph forany claim, loss, damage, cost, charge, or.expense arising out of any act, error, omission, .or negligent act by the Department or any of its officers, agents, or employees during the performance of the Agreement. • When the Department receives a notice of claim for damages that may have been caused by the Agency in the performance of services required under this Agreement, the Department will immediately forward the claim .to the Agency, The Agency and the Department.will;;gveluate.the claim and report their —findings —to each other within fourteen (14) working days and will jointly discuss •options: in defending the claim. After reviewing the claim, the Department will •determine whether to require the participation of the Agency In the defense of the claim or to require that the Agency defend the Department in .such claimas described in this section. The Department's failure to promptly notify the Agency of e claim shall not act es a waiver of .any right herein to require the participation in or defense of the claim by Agency. The Department and the.Agency will .each pay its own expenses for the.evaluation, settlement negotiations, and trial, if — — any.l�oweve�,ir only -brie "party participates 1nihe-defense nf'the-ciaim-atfr-ial, that-party-is-resporasible for-ali. exp.enses_..— at trial. • 15.00'Plans and Specifications: In the event thatthis Agreement involves -the purchasing of capital equipment or the -constructing and equipping offacifitiesetlie, Agen'ey shall submit to the Department for approval all appropriate plans and specifications covering the project rrifie Department will'review all plans and specifications and will issueto the Agency written approval with any epprovedMone'ar the project.and comments or recommendations concerning. any remainder of the project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Departrrnentwill Issue to the Agency written approval with said remainder of the project. Failure to obtain this written approval shall be sufficient cause for nonpayment by the Department as provided in 8.23. 16.00 Project Completion, Agency Certification: The Agency:will certify in writing on or attached to the final invoice,that the project was completed in accordande with' applicable plans and specifications, is in place on the Agency facility, that adequate title is in the Agency and that the,project is accepted by the Agency as'suitablefor the intended purpose, 17.0.0 Appropriation of Funds: 17,10 The.State of Florida's perfornatide and obligation to pay under this Agreement is contingent upon an annual appropriation bythe Legislature.`. ..•. ;{ ; • 725-030.05 PUBLIC -TRANSPORTATION 0V10 Pegs 12 of 14 17.20 Mufti -Year Commitment: In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Chapter 339.135(6)(a), F.S., are hereby Incorporated: "(a) The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms involves the expenditure of money In excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made In violation ofthis subsection is mill and void, end no money may be paid on such contract. The Department shall require a statement from the .comptroller of the Department that funds are available prior to entering into any such contract or.othar binding. commitment of funds, Nothing herein contained shall prevent the making of contracts for periods exceeding .1 year, abut any;contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for`ih .succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of 25,000 dollars and which have a term for a period of more than 1 year." 18.00 Expiration of Agreement: The Agency agrees to complete the .project on or before 6/30/2015 if the Agency does not complete the project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Secretary or Designee Expiration of thls Agreement will be considered termination of the project and the procedure established in Section 9.00 of this Agreement shall be initiated. 18.10 Final Invoice: The Agency musfisubmit the final involce •on•thls project tothe Department within:120 days after the expiration of this Agreement. lnvolces;s6bmitted:afterthe'120 daytime period will not be paid. 19.00 Agreement Format:.All words used herein in the singularform shall extend to and include the, plural. All words used in the plural form shall extend to andinclude the singular. All words used in any gender shall extend to and include all genders. • 20.00 Execution of Agreement: This Agreement may .be simultaneously executed in.a minimum of two counterparts, each of which so executed shall be deemed to be an original,' and such counterparts together shall constitute one in the same instrument • . 21.00 Restrictions on Lobbying: :21,10.Federal: The Agency agrees thattic federal appropriated funds have been:paid or will be paid by or .on behalf of the Agency, to any person for influencing orattempting to influence any officer or employee of any federal agency, a Member of Congress, an officer orenployee.of Congress, or an employee of a Member of Congress in connection wfh the•.ewarding'of any federal contract, the making of any federal grant, -the making of anyfederal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement If any funds other than federal appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee of anyfederal agency, a Member of Congress, en officer or employee of Congress, or an employee of a Member of Congress in connection with this Joint Participation Agreement, the undersigned shall complete and submit Standard Form-LLL, ".Disclosure Form to Report Lobbying," in accordance with its instructions. ,l The Agency shall requirethatthe language Of thls section -be included in the award documents for all subawards at .all tiers (ihcluding subcontracts, subgrants, and contracts under grarits, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. . agency. 21.2D State: No funds received pursuant to this contract may be expended for lobbying the .Legislature or a state 72d-03O-0b PUBUCTMJ SPORTATIOH Page 13d14 22.00 Vendors Rights: Vendors (in thisrdocument identified as Agency) providing goods and services to the Department should be aware of the following' tirr e frames. Upon receipt, the Department Dent hr asr contract (5) w eking d days towise. inspect and approve the goods and servIces`uriless the bid specifications, purchase ay Department rmeasured has df 20 dhesat deliver oe date uett the Invr oice sent receivedher) to the orthe goods oartment of r services Financial received, Services.The20 days are measured from the left and approved. If a payment is not available within 40 days after receipt of the invoice and receipt, inspection and approval of goods and services, a separateemuinterest to Agency.ey'n accordance The interest penth Section alty provision applies )after a 35 day time.per period to health care p the invoice amount to providers, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Agenresult cy requests payment. Invoices .Thewhich ha m to requirements do not .start until a properly combe returned to an -Agency because of vendor pleted invoiaration ce is prrs ovlided in a delay In the payment. The invoice pay p Department, A Vendor"Ombudsman has .beer establisedwithin the Department of Financial ancialinova Wing The _duties of hiS(ndrom the dual • include acting as an.advocate for Agencies who may be experiencing problems .Department.The Vendor Dmbudsman'may be contacted at (650)413-5516 or by calling the Department .of Financial Services Hotline, .677-693-5236. lowin 23.00 Public Entity Crime: A person or afnt!�thn a contra t to provide any goods or sere ces to who has been placed on the convicte-venor iatputblic en ity, conviction for a public entity crime may not submit a br repair of .a may not submit a bid n contract tof realth a property to a public ublic entity, mayfor the cnotnberawarded public as a contractor, may nor submit bids on leasespublic entity, and may not transact business with any supplier, subcontractor, or consultant under.•r:ontract. with any p. �'� Y riod of 36 public entity in excess oftethreshold amor�n provided in s. 287:01'7, F.S. for CATEGORY TWO for ape months from to date of being -placed on the bnvicted:vendoriist. -e-co .Discrimination: Any- entity risen affiliate who has been placed not suthe bm t atnatory vendor bid on a contract list withMay a public — — — --e bid-oor const o construction or epai goods or theentityforconstruction or repair of a public building or public work, may not subcontractor, i id°or consultant under aye retract public entity, may not be awarded or perform work as a contractors, supplier, . with any public entity, .and may not transact business with any p it. 72S-030-08 PUBLIC TRANSPORTATION 0V1D Pege 14 of 14 Financial .Project No, 42274219401 Contract No. APY07 Agreement Date IN WITNESS WHEREOF, the parties heretot)ave.caused 'these presents be executed, the day and year first above written. • AGENCY FDOI City of Miami - Public FacllitiesfAsset Management . AGENCY NAME SIGNATORY (PRINTED OR TYPED) SIGNATURE —rmTL See attached Encumbrance Form for date of Funding Approval by Comptroller LEGAL. REVIEW DEPARTMENT OFTii ANSPORTATION DEPARTMENT OFTRANSPORTATION Director of Transporation Development -.De TITLE — Henry, Dionne G. From: Sent: To: Subject: The Job F1989WMR Wednesday, May 26, 2010 4:03 PM Henry, Dionne G. FUNDS APPROVAL/REVIEWED FOR CONTRACT APY07 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL Contract #APY07 Contract Type: AG Vendor .Name: MIAMI, CITY OF Vendor ID: VF596000375097 Beginning date of this Agrnt: 05/26/10 Ending date of this Agmt: 06/30/16: Contract Total/Budgetary Ceiling: ct = $1,096,000.00 • Method of Procurement: G Description: Build a terminal facility -for the Watson Island Air Transpor Cation Facility ORG-CODE *EC *OBJECT *AMOUNT • *FIN PROJECT *FCT *CFDA (FISCAL YEAR) • *BUDGET .ENTITY *CATEGORY/CAT YEAR AMENDMENT 1D *SEQ. *USER ASSIGNED ID *ENC LINE(6S.)/STATUS ****************************:**** **T*****************************gyp*gip Action: Funds have been: REVIEWED* 55 062020628 *PT *750004 2014 •---- - -- — —--551-00100---= A001 *00 * *Funds Approval and encumbrance Legislative appropriation. 1096000.00 *42274219401 *537 * • * /04 processing is contingent upon Annual TOTAL AMOUNT: *$ 1,096,000.00 * FUNDS APPROVED/REVIEWED FOR ROBIN:M: NAITOVE, CPA, COMPTROLLER ' DATE: 05/26/2616 ,' FINANCIAL PROJECT NO.: 42274219401 CONTRACT -NO.: APY07 EXHIBIT "A" PROJECT DESCRIPTION AND RESPONSIBILITIES This exhibit forms an integral part of that .certain .Joint Participation Agreement between the State of Florida, Department of Transportation and ; City of Miami —Public Facilities/A.ssetManagement 444 SW 2nd Avenue, 3`d Floor .Miami, FL 337.30 t referenced by the above Financial Proj ectNlrmber. .PROJECT LOCATION: Watson Island Air Transp.orfiationFaciiity PROJECT DESCRIPTION: SPF, T67,CONSIDERAL_ON EYAGENCY: --..--.----,-_-..----_—._.___..— The audit report(s) required in,paragraph 7,60 of the Agreement sh_all include a schedule of project. assistance that will reflect the Department's contract number, Financial Project Number and the Federal Identification number, where applicable, and the amount of state funding action (receipt and disbursement of, funds) and any federal or local funding action and -the funding action frorri any other source wit respect to the project. The Agency must submit an invoice to the Department no later than one hundred and twenty days (120) after the period of services .covered by said invoice, Failure to submit invoice in a-timelymanner will result in nonpayment by the Department. The Agency shall submit two (2) copies of a Single Auditreport'as required and shown in Paragraph 7.60. Tailur.e to provide the required report will result in non-payment by the. Department. : • Funds encumbered for this contract -will be forfeited -i:f not expended by Mardh 31 of the fifth fiscal year following the fiscal year of the encumbrance. Forfeiture of said ands may further result in termination or voidance of the contract. SPECIAL CONSIDERATIONS BYDEPAR"I`M-ENT: None FINANCIAL PROJECT NO.; 42274219401 CONTRACT NO.; APY07 EXHIBIT "B" PROJECT BUDGET This exhibit forms an integral,part of :that certain Joint Participation Agreement between .the State of Florida, Department of Transportation and City of Miami —Public Facilities/Asset Management 444 SW 2nd Avenue, 3rd Floor Miami, F.L33130 referenced by the above Financial Project Number, I. ESTIlvIATED PROTECT COST: $6,704,400.00 ESTIMATED TOTAL PROTECT COST: $6,704,400.00 E. PARTICIPATION: Maximum Federal Participation FTA, FA.A ( %) or $ Agency Participation (( 11 Cash _:-, ::: (83%) $5,608,400.60 t C Jr ' .I ' .. $ Other ( %) Maximum Department Participation,* Primary (DS)(DDR)��iPOP�. T) (17%) up to $1,096,000 S)� Federal Reimbursable (DU)(FRA.)(DFTA) ( %) or $ LocalReiinbursable (DL) ( %) or $ ESTIMATED TOTAL PROJECT COST $6,704,400.00. `at is the intent of the Depar'tment,#;o reimburse the Agency 50% of the total non-federal .share of eligible -project .cost up to the Depai-tpaents maximum participation amount". STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION EXH181T "C" AVIATION PROGRAM ASSURANCE 725-O4O-15 AVIATION OGC - D3/09 FINANCIAL PROJECT NO.: 42274219401 EFFECTIVE DATE: .CONTRACT NO,: APY07 A. General 1, The assurances herein shall form an integral part of the Joint Participation Agreement (Agreement) 'between the State of Florida, Department of Transportation (Department) and the airport sponsor, whether county or rnunidipal government body or special district, such as an Airport Authority (herein, collectively referred to as "Agency"). 2. These assurances delineate the obligations of the parties to this Agreement to ensure their commitment and compliance with' specific provisions of Exhibit A, "Project Description and responsibilities and Exhibit B, Project Budget", as well as serving to protect public investment in public - use airports and the continued viability of the Florida Aviation System, 3. The Agency shall comply withthe -assurances as specified in this Agreement. 4. The terms and assurances of this .Agreement shall remain in full force and effect throughout the useful life of a facility developed; 'equipment acquired; or project items Installed within a facility -for an .airport development or noise compatibility program project,. but shall not Exceed 20 years from the effective date of this Agreement 5. There shall be no limit on the duration on the terms and assurances of this Agreem.ent regarding Exclusive Rights and Airport Revenue so long as the propertyis used as a public airport .• 6; There shall be no limit on ;the duration of the terms and assurances of this Agreement with respect to real property acquired with funds provided by the State of Florida. 7, Subject to appropriations, the Department shall continue to comply with its financial commitment to this project under the terms of this Agreement,. until such time as the Department may .determine that the Agency has failed to comply wlth"the :terms of the Agreement and/or these assurances. '8. An Agency that has'been determined by the Department to have failed to comply with the 'terms of the e ._.. .._... __..n _.._. the-•--- — Agreement and/or -fhb -se assurances snail 6e .nodfled; "in -writing, -by the -Department; �ldenttfyit�g specifics ofthe noncompliance and any corrective action by the Agency to remedy the failure. 9, Failure by the Agency -to satisfactorily. remedy the non-compliance shall absolve the Department's continued financial commitment to this project and immediately require the Agency to repay the Department the full amount of funds expended by the Department on this project, 10. Any history of failure to compiy;wlth'the•terms of an Agreement and/or assurances will jeopardize the Agency's eligibility for further state fOnding of airport projects by the Department, B. Agency Compliance Certificatibp:' - 1. General Certification: The Agency.hereby certifies, with respect to this project, it will comply, within Its authority, with all applicable, current laws and rules of the State of Florida and local government, as well .as Department policies, guidelines, and requirements, including but not limited to the following: a. Florida Statutes (F.S.) • Chapter 163, F.S., Local Government Comprehensive Planning and.Land :Development Chapter 329, F.S., Aircraft: Title; Liens; Registration; Liens • Chapter 330, F.S., Regulation of Aircraft, Pilots,.and Airports Chapter 331, F.S.., Aviation and Aerospace Facilities and Commerce •• Chapter 332, FF,S., Airports and -Other Air Navigation Facilities • Chapter 333, F.S., Airport.Zoning b. Florida Administrative,.Cod,e•:(FAC) • Chapter 9J-5,:FAG, Raview of Comprehensive Plans and Determination of Compliance • Chapter 1•4-6,0;!,PAC,. Airport Licensing, Registration, and Airspace Protection •Section 62-256.300(5) FAC, Open Burning, Prohibitions, Public Airports Page S of 9 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION EXHi61T "C" AVIATION PRDGRAM ASSURANCE 7zs-040-1S AVIATION OGC-03%09 • • Section 62-701.320(13),'FAC, Solid Waste Vanagement, Permitting, Airport Safety c. Local Government Requirements • Airport Zoning Ordinance • Local Comprehensive Plan d. Department Requirements • Eight Steps to Building a New Airport • Florida Airport Financial Resource Guide • Florida Aviation Project Handbook •• Guidebook for Airport Master•Planning • Guidelines for Plah Development 2. Construction Certification: The`Agencyhereby. certifies, with respect to a construction -related • • project, that all .design plans ,arid,.'specifibations will comply with applicable federal, state, local, and professional standards, as welr'as Federal Aviation Administration (FM) Advisory Circulars (AC's) and FAA issued waivers thereto, including •but not limited to the following: a. Federal Requirements • FAA AC 70/746D-1, Obstruction Marking .and Lighting • FAA AC 150/5300-13, Airport Design b, Local. Government Requirements • Local .Building Codes Local Zoning Codes. c. Department .Requirements... • Manual of Uniform:plinirriym'Standards for Design, Construction and Maintenance for •Streets and Highvrays`(CorrlmorilyReferred to as the "Florida Green Book") • Manual on UnifOrril' rafc Control Devices' ▪ Section 14-60,007, Florida Administrative Code, °Airfield Standards for Licensed Airports" • • Standard Speclfications for Construction of General Aviation Airports 3. Land Acquisition Certification: The Agency hereby certifies, regarding land acquisition, that it Will co•mply with applicable federal and state policies, regulations, and laws, including but not limited to the a. Federal Requirements.. • Uniform Relocation Assistanceand Real Property Acquisition Policies Act of 1970 Nationai-Environmental Policy of 1969 • FAA Order •5050.4,. National Environmental Policy Act Implementing Instructions for Airport Projects - •;' • • FAA Order 5400,:37�B; Larid Acquisition and Relocation Assistance for Airport Projects b, Florida Requirements i 1 • • Chapter73, F;S,,Eminent .Domain (re: Property Acquired Through Condemnation) •• Chapter 74, F.S,, Proceedings Supplemental to Eminent Domain (re: Condemnation) • Section 286.23, F.S., Public Business: Miscellaneous Provisions C. . • .Agency Authority 1. L-egal Authority.: The Agency hereby certifies, with respect to this project. Agreement, that it has the legal authority to enter into this Agreement and commit to this project that a resolution, motion, or similar action has been duly adapted or4,assed es an official act .of the airport sponsor's governing body authorizing this Agreement, inclydi,rsg;•assurances contained therein, and directing and authorizing the person identified es the official representative :of the governing body to act on its behalf with respect to this Agreement and to .provide anyfagidltionat information- as may be required. 2. Financial Authority: The Agency hereby certifies, with respect to this project Agreement, that it has sufficient funds available for that portion of the project costs which are not paid by the U,S. Government or the State of Florida; that it has sufficient funds available to assure future operation and maintenance of items funded by this project, which .it will control; and that authority has been granted .by the airport sponsor governing body to commit those funds to this project. Paget of.9 STATE OF FLORID.A DEPARTMENT OF TRANSPORTATION EXHIBIT "C" AVIATIONPROGRAM ASSURANCE 725-04D•15 AVIATION OGC — 03/09 D. Agency Responsibilities The Agency hereby certifies it currently complies with or will comply with the following responsibilities: •1. Accounting System . a. The Agency shall create and maintain a separate account 'to document all of the financial transactions related to the .airport as a,distinct.entity. Agenc or its authorized representative in b. The accounting records�'Ohall- be' kept by Y accordance with Generally Accepted. Accounting Principles and in an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. c. The Department has the right to audit and inspect all financial records of the airport upon reasonable notice. 2. Good Title a. The Agency holds good title, satisfactory to the Department, to the airport .or site thereof, or gives assurance, satisfactory to the Department, that good title will be obtained. b. For noise compatibility program projects .undertaken on the airport sponsor''s propertyon he e Agency.holds good title, satisfactory to the Department, to, that portion of the property p state funds will be expended, or gives assurance, satisfactory to the .Department, that good title • will be obtained., 3. Preserving Rights and Powers:. .a. The.Agency.will •not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms and assurances of. this. Agreement without the written approval of the Department •Further, it will act promptly to acquire, extinguish, or •modify, in a manner acceptable to the 'Department, any outstanding rights or claims of right of others which would interfere with such performance:bythe Agency. b. If an arrangement is made for management_arid operation of the airport by any entity or person other than the Agency or an employee of the Agency, the Agency will reserve sufficient rights and authority to ensure that the :airport will be operated and 'maintained in accordance with the terms and assurances of this Agreernent.. •4. Hazard. Removal. and.Mltigatipinb : ; a. For airport hazards .Ib atgd on:airport controlled property, the Agency will clear and pr(inotect _ _ terminal di 'ace regtzireil�for instrumedng-visual g,erelocating mbarknlnoct g lighting or established minimum flight altitudes) by emovi otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. . yn work will i Agency b. For airport 'hazards not located on airport controlled property; theclear n conjunction with the .governing public authority or private land owner of the property protect terminal airspace required lot -Instrument and visual operations at the airport lighting (including established minimum flight. altitudes) by; removing, lowering, retheaesfabl establishment or creation of r otherwise mitigating existing airport hazards and by preventing owners or pursueavailable legal remedies to remove potential hazards arcis..3h.e Agency may enter into an agreement `totairsnavigattiiio .property p 5. Airport Compatible Land -.Use. a. The Agency assures that.eppropriate airport zoning ordinances are in place consistent with Section 333.03, F:S„ "Airport Zoning"., or if not in place, that .it will take appropriate action necessary to ensure local government adoption of an airport zoning ordinance .or interlocal agreement with another local government body 'having an airport zoning ordinance, consistent with -the provisions of Section 333.03, F,S'or o o�� any attempted alteration or creation of b. The Agency assures that it will disapprovepp objects, natural or man-made, dangerous to navigable airspace or that would adversely affect the current or future levels of airport operations. c. The Agency assures -that -it will disapprove or oppose any attempted change In local land use development regulatiopp'TChat would adversely affect the current or future levels of airport operations by creetionraratxparision of airport incompatible land use areas. Page 3of9 STATE OF FLORIDA DEPARTMENT OFTRANSPORTATION - EXHIBIT "C" AVIATION PROGRAM ASSURANCE 725-040-15 AVIATION OGC- 03/09 ' 6. Consistency with Local Government Plans a. The Agency assures the project is consistent with the currently existing and planned future land use development plena. approved byte local government having jurisdictional responsibility for the area surrounding the airport. b, The Agency assuresthat it has given fair consideration to the interest of local communities and has had reasonable consultation with those parties .affected by the project. c. The Agency will consider and take appropriate actions, if deemed warranted, to adopt the current, approved Airport Master Plan Into the local government comprehensive plan. 7. Consistency with Airport Master Plan and Airport Layout Plan a. The Agency assures that, any project, covered by the terms and assurances of this Agreement, is consistent with the .current;.pproved Airport•Master Plan. • b. The Agency assures that!his project, covered by the terms and assurances of this Agreement, is consistent with the currerttapproved Airport Layout Plan (ALP), which shows: (1) The boundaries of the airport and all .proposed additions thereto, together with the boundaries of all offslte areas owned or controlled by the Agency for airport purposes and proposed additions thereto; (2) The location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars, and roads), including all proposed extensions and reductions of existing airport facilities; and (3)-The location of all-exisfing and proposed non -aviation areas on airport property and of all existing improvements th'ereon. • c. The Agency assures that is will notmake or permit any changes or alterations onthe airport or any of its facilities that are: lot consistent with the Airport Master.Plan and the Airport Layout Plan, as approved by the Department d, Original Airport Mastei`iPlans ;and Airport Layout Plans and each amendment, revision, or modification thereof, shalt'besubjectto the approval of the Department. 8. Airport Financial Plan .a. The Agency assures that it will develop and maintain a cost -feasible financial plan to accomplish the projects necessary to achieve the proposed airport improvements identified in the _..Airporx_MasteLPlan_and.daplc1edin fhelAltpoLLI-gYout Plan, and any updates thereto, (1) The financial plan shall be a part of the Airport Master Plan. (2) The financial plan shall realistically assess project phasing considering availability of state and fecal funding and likelihood .of federal funding under the FAA's priority system. (3) The financials Plan shall: not include Department funding for projects which are inconsistent with4the€Pocai'aovernrnenf comprehensive plan. b, All project cost estimata#bontairied in the financial plan shall be entered into and kept current in the Joint Automated Capital Improvement Program (JACIP) online website. 9. Airport Revenue The Agency assures that all revenue generated by the airport will be expended for capital improvement or operating costs cif the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the air transportation of passengers or property, or for environmental or noise mitigation purposes on or off the airport. 1.0. Fee and Rental.Structure a, The Agency assures.that.it will maintain a,fee and rental structure for facilities and services at the airport that will make 'the airport as self:sustaining as possible under the circumstances existing at the particular airport. • b, If this Agreement`: results In a 'faclllty that will be leased or otherwise produce revenue, the Agency assures that the' price charged for that facility will be based on the fair' market value. D. The Agency assures that property or facility leases for aeronautical purposes. shall not exceed a period of 30 years. 11, Public -Private Partnership for Aeronauti cal Uses Page 4 of 9 • • -.. . STATE OF FLOrjIDA DEPARTMENT OF TRANSPORTATION 725.Og0.15AVIATION .EXHIBIT "C" OGC-031D9 AVIATION PROGRAM ASSURANCE a If the airport owner or operator and a person or entity that owns an aircraft or an airport tenant or potential tenant agree that an aircraft hangar or tenant -specific facility, respectively, is to•be constructed on airport property for aircraft storage or tenant use at the expense of the aircraft owner or tenant, the airport c rterpmsator may grant and conditions to onthe aircraft owner or tenant the facility as the airport owner or facility a lease thet is subject to such operator may impose, subject to approval by the Department, b. Duration of the terms or conditions in Section D1le shall not exceed a period of 3D years. 12..Economic Nondiscrimination ' as anPpublic use on a. The Agency assures that•..it will make the airport available and airport forop aeronautical reasonable terms without;iunjust discrimination to all type , kindsnices to the public. activities, including commercial aeronautical activities offering (1) The sponsor tobe bY allt 'users ofesablish uch the airport asiemay be necessary for, the safetand conditions to (2) The sponsor may prohibit or limit any given type, efficient operation of the airport kind or class of aeronautical use of the airport If such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. • b. The Agency assures that each airport Fixed -Based Operator .(FBO) shall be subject to the same rates, fees, rentals, and •other charges as are uniforrnly applicable plicable to all other FBOs making the same or similar uses of such .airport andutilizing the same or similarTacilities. Ski II,L; .. 13. Air and Water Quality Standards • "`- The the pro assures that in de i i designed, constructed,!andnoperatedor unway extension, or so as to comply with applicable location a ir that the project will be located, 9 and water quality standards, 14. Operations and Maintenance a The Agency assures that the airport and all facilities, which are necessary .to serve ition the • aeronautical users of the airport, shall be .operatediat all times in a safe and rescr tied by appndable and in accordance with the minimum standards es may be required or p lic .fatle.[at. and state agencies for maintenance .and .operation, as well as minimum standards established by the Departmentfor State of Floridalicensing as a -public a�ivire orr• .d— action thereon (1) The Agency: assures that it will not cause or permit any y which would interfere with its use for•airpor purposes.stotemperarily close the airport for non (2) Except.in•emergency.situations, any proposal aeronautical purpPeas 'Must first be approved by the Department. (3) The Agency assures that it will have arrangements for prompt* notifying airmen of any condition affecting aeronautical use of the airport. for b. Nothing contained herein shall bper.00nstrued to reuire that the iods when adverse weather conditionsrinterlerzbe ewi hdsafe aeronautical use during temporary airport operations. • 15. Federal Funding Eligibility a. The Agency assures ait;wiaGt onQthatranders theactions a sport nemaintain l•g ble forfederalf u n fig ibiliy for the airport and t will avoid py the Agency ineligible for'state b. Ineligibility for feder011t nding: of, airport projects will render Ag n y g funding of airport projects,,:; a. The Agency assures that it will begin making expenditures or incurring obligations pertaining to this airport project within one year after the effective detect this Agreement. b. The Agency may request a one-year extension of this one-year time period, subject to approval by the Department District Secretary or designee. c. Failure of the Agency to make expenditures, incur obligations or receive an approved extension may allow the Department to terminate this Agreement. Page 5 of 9 STATE OF FLORIDA DEPARTMENT.OFTRANSPORTATION EXHIBIT "C" AVIATION PROGRAM ASSURANCE 725.040.15 AVIATION DGC - 03/09 17. Exclusive Rights The Agency assures that it will not permit any exclusive right for use of the airport by any person providing, or intending to provide, ae4»'natitical•services to the public. 18. Airfield Access a. The Agency assures that It will not grant or allow general easement or public access that opens onto or crosses the airport runways, taxiways, flight line,.passenger facilities, or any area used for emergency equipment, fuel, supplies, passengers, mall and freight, radar, communications, utilities, and landing systems,' including but not limited to flight operations, ground services, emergency services, terminal facilities, maintenance, repair, or storage, eXcept for those normal airport providers responsible -for standard airport daily services or during special events at the airport open tothe public with limited and controlled access. b. The Agency assures that it will not grant or allow general easement or public access to any portion of the airfield from adjacent real property which is not owned, operated, or otherwise controlled by the Agency without prior Department approval. 19. Retention of Rights and Interests • The agency will not sell, lease, .encumber, or otherwise transfer or dispose of any part of its title or other interests in the real property shown as airport owned or controlled on the current airport layout plan without prior written approval .by -the Department. It will not sell, lease, encumber, terminate, waive, or otherwise.transfer.or dispose of any part of its title, rights, or other Interest in existing noise easements or navigation easements on any property, •airport or non •airport, without prior -written approval.- by •the Department_ These .assurances shall not limit the Agency's right to lease airport property for airport - compatible purposes. • 20. Consultant, Contractor, Scope, and Costs a. The Department has the, right to disapprove the Agency's employment of consultants, contraotors, and subconfrabtors' ,for -all or any part of this project if the specific consultants, contractors, or subconfr4tois have a record of poor project performance with the Department. b..Further,-the Departtmenn#`jnaintains the right to disapprove the proposed. project scope and cost • of professional services.•••:. — •-21.-Manning-Rrojects If this project involves planning or other aViation.studies, the Agency assures that modifications. a. Execute the project per the approved project narrative or with approved b. 'Furnish the Department withsuch periodic project and work activity reports as indicated in the approved scope of services. c. Make such material available for public review, unless exempt from public disclosure. (1) Information. related to , airport security is considered restricted information and is exempt from public disseminatidn'per Sections 11 9.071(3) and 331,22 Florida. Statutes. (2) No material prepared under this Agreement shall be subject to copyright in the United States or any other.,country. d. Grant the .Department unrestricted authority to publish, disclose, distribute, and otherwise .use any of the material prepared in connection with this Agreement. e. If the project involves;.developing en Airport Master Plan or an Airport Layout Plan, and any updates thereto, it will be consistent with provisions of the Florida Aviation System Plan, will identify reasonable future .growth of the .airport and the Agency will comply with the Department airport master planning guidebook, including: (1) Provide copies, in electronic. and edltabie format, of final project materials to the .Department, Including computer -aided drafting (CAD) flies of the Airport Layout Plan. (2) Develop a cost -feasible financial plan, approved by the Department, to accomplish the projects described' in the Airport Master Plan -or depicted in the Airport Layout Plan,and any updates there .te. ;The, cost -feasible financial plan shall realistically assess project phasing consiiferiltig availability of .state and local funding and federal funding under the FAA's priority-ss stem. • Page.6 of 9 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION EXHIBIT "C' AVIATION PROGRAM ASSURANCE 725-D40-15 AVIATION OGC- 03/09 (3) Enter all prbjects•contained in the cost -feasible plan in the .Joint Automated Capital Improvement Program (JACIP). f, The Agency understands and agrees that Department approval of this project Agreement or any planning material developed as part of this Agreement does not constitute or imply -any assurance or commitment on the part of the Department to approve any pending or future application for state aviation funding, g. The Agency will submit master planning draft and final deliverables for Department and; If required, FAA approval prior to submitting any invoices to the Department for payment h. The Department may extend the 5-day requirement for the approval and inspection of goods and services to allow for adequate time for review (reference Section 215.422(1), F.S.). ,22. Land Acquisition Projects ?;, If this project involves the purchase4 real. property, the Agency assures that it will a. Laws: Acquire the land in accordance with federal and state laws governing such action. b. Administration: Maintain direct control of project administration, including: (1) Maintain responsibility for all related contract letting and administrative procedures. (2) Secure written Department approval to execute each agreement for the purchase of .real property with any third party. (3) Ensure a qualified, State certified general appraiser provides all necessary services ,and documentation, • (4) Furnish the _Department :with, a projected schedule of events and a cash flow projection within 20 calendar days after completion ofthe review appraisal. (5) Establish a project accoUnt for the purchase of the land. • • (6) Collect and disb.urse-federal, .state, and local project funds. c. Reimbursable Funds: if funding conveyed by this Agreement is reimbursable for land purchase in accordance Vtri.Chapter 332, Florida Statutes, the Agency will .comply with the following requirements: (1) The Agency shall apply for a FAA Airport Improvement Program .grant for the land purchase within 6D days of executing this Agreement. .. (2) If federal funds are received for. the land purchase,. -the Agency shall notify the • Department, in writing, within 14 calendar days of receiving the federal�funds and is normal - -° responsible Tor- feirnbur-sieg the Departrner}t w+thiR• 3D_-calendar.--days . project federal, state, and local funding shares per Chapter 332, Florida Statutes. (3) If federal funds are not received for the land purchase, the Agency shall reimburse the Department within 30 calendar days after the reimbursable funds are to achieve normal project state and loaI funding shares as described in Chapter 332, Florida Statutes. (4) If federal.furii stare riot *received. for the land purchase and the state share of the purchase is less Man or equal to. normal state and Iocal funding shares per Chapter 332, • F:S., when reimbursable funds are .due, no reimbursement to the Department shall be required, • d. New Airport: If this project.involvesthe purchase of real property forthe development of a new airport, the Agency assures that it will: (1) Apply for federal and state funding to construct a paved -runway, associated aircraft parking apron, and connecting taxiway.within one year of the date of land purchase. (2) Complete an Airport Master Plan within two years of land purchase. (3) Complete airport construction for basic operation within 10 years of land purchase. e. Use of Land: The Agency assures'that It shall use the land for aviation purposes in accordance with the temps •and assurances of this Agreement within 10 years of acquisition. f, Disposal of Land: Fb'disposal of real property purchased in .accordance with the terms and assurances of this Agreelent, tjie Agency assures that it will comply with the following: (1) For land :purchased for airport development or noise compatibility purposes, the Agency will, when the land is no longer needed for such purposes, dispose of such land at fair market value and/or make available to the Department an amount equal to the state's proportionate share of its fair market value. (2) Land shall be considered to be needed for airport purposes under this assurance if: Page.7 of9 STATE OF FLORIDA DEPARTMENT DFTRANSPORTATION EXH I B iT "C' AVIATION PROGRAM ASSURANCE 725-04D-15 AVIATION oGC--03/09 (a) .It.serves aeronautical purposes, e,g. runway protection zone or as a noise buffer. (b) Revenue from .uses of such land contributes to airport financial self- sufficiency. • (3) Disposition of land under. Section 22f(1) or (2), above, shall be subject to retention or reservation of anyinterest on right therein needed to,ensure.such land will only be used for purposes compatible with noise levels related to airport operations. (4) For disposal of•Feai property purchased with Department funding: (a) The Agency will reimburse the Department a proportional amount of .the proceeds of the sale of:any airport -owned real property. (b) The proportional amount shall be determined on the .basis of the ratio of the • Department financing of the acquisition of the real property. multiplied against the sale amount, and shall be remitted to the Department within ninety (90) days of closing of sale. (c) Sale of real property acquired with Department funds shall be at fair market value as determined by appraisal, and the contract for sale must be approved 'in advance by the Department, - (d) If any .portion'of the proceeds from the sale to the Agency is non -cash considerations, reimbursement -to the 'Department shall include .a proportional amount based on the value of the non -cash considerations, 23. Construction Projects: The Agency assures that it will:: - a. Project Certifications: Certify project compliances, including (11) Consultant and contractor selection comply with allapplicable-federal, state and local laws, rules, regulations, and policies, (2) Ali design plans and specifications comply with federal, state, and professional standards and applicable FM advisory circulars, as well as the minimum standards established by the Department -for State of Florida licensing .as .a public -use airport. (3) Completed construction complies with all applicable local building codes. (4) Completed construction complies with the project plans and specifications with certification:offthattfact by the project Engineer. -b-Design-Developrnenf;-For-the-plans, specifications., nnnatuatian contract documentse and any and all other engineering,' O0nstrUbkion, and contractual documents produced by the Engineer, which are hereinafter collectively 'referred to as "plans", the Agency will certify that (1) The plans shall .be developed in accordance with sound engineering and design principles, and with generally accepted professional standards. (2) The plans shall be consistent with the intent of the project as defined in Exhibit A and Exhibit B of this Agreement.. (3) The project Engineer shall perform a review of the certification requirements listed In Section 82 above and make a determination as-totheir applicability to this project. (4) Development cif the plans shall comply with all applicable laws, ordinances, zoning • and permitting requirements, public notice requirements, and other similar regulations. c. inspection and .ApproVii t :The Agency assures that (1) The AgenoP:?v✓ill provide and maintain competent technical supervision at the construction site4f7r:ougiiotit the project to assure that the work conforms to the plans, specifications, and `schedules approvedby Ibe Departrnent for the project. (2) The Agency assures that .it will allow the Department to inspect the work and that it will provide any cost and progress reporting, as may be required by the Department. (3) The Agency assures that It will take the appropriate corrective action necessary, as required by the Department, 'for work which does not conform to Department standards. d. Pavement Preventive' Maintenance: The Agency assures that for a project involving replacement or reconstruction of .runway or taxiway pavement it has implemented an airport pavement maintenance management program and that it will use such program for the useful life of any _pavement constructed, reconstructed, or repaired with state financial assistance at the airport. , Page B of 9 1 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION •EXHIBIT"C" AVIATION PROGRAM ASSURANCE 725.040.15 AVIATION OGC- 03/09 24. Noise Mitigation Projects: The,A4andy assures that It will: a. Government.Agreemeri'ts.. For.all.noise compatibility proJedts that are carried out by another unit of local government or are on .property oWned by a unit of local government other than the Agency, the Agency shall enter into an .agreement with that government body, (1) The local agreement, satisfactory to the Department, shall obligate the unit of local government to the same terms and assurances that apply to the Agency. (2) The. Agency assures .that it will take steps to enforce the local agreement if there is • substantial noncompliance with the terms of the agreement, b. Private Agreements: •For noise compatibility projects on privately owned .property, (1) The Agency shall enter into an agreement with the owner of that property to .exclude future actions against the airport. (2) The Agency assures that it will take steps to enforce the agreement if there is substantial non-compliance with the terms of the agreement. Page 9 of 9 Exhibit D Page 1 of 3 FINANCIAL PROJECT NO.: 42274219401 CONTRACT NO.: APY07 Exhibit D AUDIT ± ii DERAL andlor STATE resources awarded to the recipient pursuant to this agreement should be listed below, If the resources awarded to the recipient represent more than one Federal. or State program, provide the same information for each program and the total:resources awarded, Compliance Requirements applicable to each Federal or State program should also be listed below. If the resources awarded to the recipient represent more than one program, list applicable compliance requirements -for eachprogram in the same manner as shown here: • (e.g., Eligibility requirements for recipients of the resources) • (Btc.,,) NOTE: Instead of listing -the specific compliance requirements as shown above, the State awarding agency may elect to use language that requires -the recipient to comply with the requirements of applicable provisions of specific laws, rules, regulations, etc. The State awarding agency, if practical, may•want to attach a copy of the specific law, rule, or regulation referred to, EDERAZ•RESOURCES Tederal Agency Compliance Requirements 1. 2. 3. Catalog of FederalDomestic Assistance (Number & Title) STATE RESOURCES State Agency Catalog.of FederialDomestic Assistance (Number & Title) .. list-: FDOT 55.004 AviatibiiDevelopment.Grants Amount Amount $1,096,000.00 Compliance Requirements 1. In developing audit procedures to test compliance with the requirements for a state project, the auditor should first look to Part Two, Matrix of Compliance Requirements, to identify which of the 10 types of compliance requirements described inPart Three ofthe Compliance Supplement are applicable and then look to Parts Three and Fourfor the .details ofthe requirements. Activities Allowed AirportPlanning Airport planning Grants are to study options for.airport development and operations. The Development funds airport master plans, airport layoutplan (ALP), noise and environmental studies, economical impact, services development, and airport promotion. Examples of projects are: -Master plans and ALPs; -Master drainage plans; -Environmental assessments (EA); -Development of regional impact (DRI); • Exhibit D Page 2of3 -Operations and emergency response plans; -Federal Aviation Regulations (FAR) Part 150 noise studies; -Environmental impact study (EIS) -Wildlife hazard studies; • -Feasibility and site selection studies; -Business plans; -Airport management studies and training: -Air services studies and related promotional -materials. (FDOT Aviation Grant Program Handbook) Airport Improvement These grants are to provide capital facilities. and equipment for airports. Examples ofprojects are —Air-side capital improvement projects (runways, taxiways, aprons, T-hangers, fuel farms, maintenance hangers, lighting, control towers, instrument approach aids, automatic weather observation stations); . -Land-side capital improvement project (terminal building, parking lots and structures, road and other access projects); -Presentation projects (overlays, ;crank sealing, marking, -painting buildings, roofing buildings and other approved projects); ▪ Safety equipment (including AARF firefighting equipment and lighted Xs); -Safety .projects (trees clearing, land contouring on overrun areas, .and removing, lowering, moving and marking, Lighting ha7ards); -Information technology equipment (used to inventory and plan airport facility needs); -Drainage improvement. (FDOT Aviation Grant ProgramBandbook) land Acquisition This .gent program protects Florida's .citizens iTorn airport noise and protects airport clear zones and runway approach areas from encroachment. Administrative Cost, appraisals, legal fees, surveys, closing costs and preliminary engineering fees are eligible ctost.:In the event the negotiation for a fair market value is unsuccessful, the — -sour-twill-be -petitioned _far an Ozd o Ta• g' under the eminent domain laws of Florida. Examples of projects are: ti J and acquisition (forland in an approved master plan or ALP); -Mitigation land (on or off airport); -Aviation easements; -Right of way; -Approach clear zones, (FDOT Aviation Grantprogram Handbook) Airport Economic Development This grant program is to encourage airport'evenue. Examples of -projects are: -Any airport improvement and land,purchase that. will enhance economic impact; -Building for lease; -Industrialpart infrastructure and buildings; -General aviation terminals that willbe 100 percent leased out; - Industrial park marking programs (FDOTAviation Grant Program Handbook) Aviation Land Acquisition Loan Program The Department provides interest free loads for 75 percent of the cost of airport land purchases for both commercial service and .general aviation airports. . .. ,._ Exhibit D Page 3 of 3 This is a general description of project types,,•A detail list of project types approved for these grant programs can be found in the . Aviation Grant Programmanual which can be accessed through the internet .at www.dot.state.fl.us/Aviation/Public.btm • . Matching Commercial Service Airports When no federal funding is available, the Department provides up to 50 percent of the project cost. (FDOT Aviation Grant Program Handbook and Section 332.007 (6) Florida Statutes) General Aviation Airports • When no federal funding is available; the Department provides up to 80 percent of the pioj ect cost. FDOT Aviation Grant Program Handbook and Section•332.007 (6) Florida Statutes) Economic Development The Department. provides up to 50. percent of airport economic development funds to build on -airport revenue - producing capital improvements. This program is for local match only. FDOT Aviation Grant Programliandbook and Section 332.007 (6)Florida Statutes) AirportLoans The Department provides a 75 percent loan program to fundthe Aviation Land Acquisition Loan -Program. FDOT Aviation Grant Program•Handbook and Sp on 33?q,007 (6) Florida Statutes) Matclina Resorrrces for Federal Proaams NOTE; Section .400(d) of OMB Circular A-133, as revised, and Section 215.97(5)(a), Florida •Statutes,. require that -the -information •abouf Federal .Programs an ri State rot. eluded in this exhibit be provided to the recipient. , Financial Project No,: 42274219401 Contract No,: APY07 Date: Exhibit E Deferred Reimbursement Financial Provisions Fiscal Year(s) 2011 The assurances herein shall form an integral part of this joint participation agreement (Agreement) between the State ofFlorida Department of Transportation (Department) and the Agency, This Agreement is a Deferred Reimbursement Agreement. A 'Deferred Reimbursement Agreement" means an Agreement wherein the Agency chooses' to begin a.projeat in advance of the year in which the project or funding is programmed :in the Department's adopted work program. Such Agreements may sometimes include funding • in the state fiscal year in which the Agreement is executed, Costs eligible for reimbursement can only be incurred after the execution .date ofthe Agreement. If the annual amount appropriated and available for -reiimbursement differs from -that shown -in this Agreement for any .fiscal year, -the Department will provide written notification to -the Agency by June 1 of :each year indicating the actual .amount appropriated and available for reimbursement. No such notice Shall be provided if -the available .funds .match those identified in this Agreement. The Agency may invoice the Department after August 1 in the fiscal year(s) the project funding is programmed. in the adopted work program as of the date of execution of the Agreement and only for actual costs incurred, After receipt of a properly documented invoice, payment(s) will be made to the Agency as follows: • • • I., If this Agreement, as executed and mortified if applicable, includes individual Department fiscal years in which tbe amount of Department funding is two (2) million. dollars or less in state funds, the reimbtsement payment for each of those years will be made in a lump sum in such year es defined in the Agreement, and 2. ,For years in which the amount of Department funding in the work program is greater thantwo (2) • • million dollars, the reimbursement payment for such years will be made in ten (10) equal quarterly payments beginning in the year the project -is programmed, •