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HomeMy WebLinkAboutExhibit AINTERLOCAL AGENCY AGREEMENT BY AND AMONG SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, CITY OF MIAMI, FLORIDA, AND SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY EFFECTIVE AS OF NOVEMBER, 2016 Msb TABLE OF CONTENTS Page 1. Recitals, Determinations, and Findings 9 2. Public Purposes and Community Benefits 9 3. Term of Agreement and Contributions 10 3.1 Term of Agreement 10 3.2 Funding Amount; Reimbursement of Eligible Costs; CRA Contribution 10 3.3 Assistance with Bond Validation, Notices, and Approvals 16 4. SFRTA Duties 18 4.1 Permits, Inspections, Reviews, and Approvals 18 4.2 Accounting and Public Records 18 4.3 Bank Accounts and Bank Record Inspection 19 4.4 Funding Conditions; Funding Limitations 19 4.5 Indemnification From Construction Claims; Bonding; Liens 21 4.6 SFRTA Track, Parts and Equipment Maintenance 21 4.7 SFRTA Passenger Train Cars 22 4.8 Usage and Maintenance of Project Capital Facilities and Capital Equipment; Management of Station 22 4.9 Minimum Standard of Operations 23 4.10 Minimum Service Levels 23 4.11 ADA Compliance 23 4.12 SFRTA Expansion and Bond Financed Capital Facilities 24 4.13 Other Citizen Notifications 24 5. Non -Exclusive Use and Required Continuing Compliance 24 6. Schedule and Manner of Reimbursements 24 7. Indemnification 26 8, Termination 27 9, Notice 29 10. Entire Agreement 30 11, Amendment 30 12, Term and Effective Date; Survival of Certain Obligations 30 13. Governing Law and Venue; Attorneys' Fees 30 &RY (tf 14. Severability 30 15. Insurance 31 16. Costs, Expenses and Fees 31 17. Representations and Warranties of SFRTA 31 18, Waiver 32 19. Sale of Special Purpose Improvement Bonds 32 20. Community Benefits Agreement 33 21. Assignment of Agreement 33 22. Discrimination 34 23. No Joint Venture or Partnership 34 24. Interpretation 34 25. Paragraph Headings 35 26. No Third Party Beneficiaries 35 27. Counterparts 35 Exhibits/Attachments Exhibit A — Description of the Tri-Rail Downtown Miami Link Project Exhibit B — Community Benefits Agreement between SFRTA and CRA Exhibit C — Project Improvements Exhibit D - City Commission Resolution No. R-15-0339, adopted July 23, 2015 Exhibit E — Board of Directors of Southeast Overtown Park West Community Redevelopment Agency Resolution No. CRA-R-15-003, adopted July 27, 2015 Exhibit F — SFRTA Resolution No. 16-05 adopted October 28, 2016 Exhibit G — Designated Portion of Redevelopment Area Exhibit H — List of Funding Sources Exhibit I — Project Budget Exhibit J — Schedule of Values Exhibit K — Project Schedule Exhibit L - Insurance Coverage ii THIS INTERLOCAL AGENCY AGREEMENT ("Agreement") made and entered into as of the day of November, 2016, by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, ("CRA"), the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida ("City"), and the SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY, an agency created by the State of Florida pursuant to F.S.A. Section 343.53 ("SFRTA"). RECITALS A. The City is a duly recognized municipal corporation of the State of Florida pursuant to the Constitution of the State of Florida and F.S.A. Chapters 159, 166 and 163, Part III, with the power to authorize the issuance of capital project revenue bonds, and a public agency pursuant to F.S.A. Chapter 163, Part I. B. SFRTA is a political agency of the State of Florida created pursuant to F.S.A. Section 343.53, having the ability to carry out powers of a regional transportation authority as provided by state law and a public agency pursuant to F.S.A. Chapter 163, Part I. C. SFRTA, pursuant to its statutory authority, operates a passenger commuter rail service in South Florida known as "Tri-Rail". D. The CRA is a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with the multiple powers to carry out community redevelopment and related activities including the awarding of grants for capital projects within the CRA's Redevelopment Area. E. This Agreement is entered into upon the authority granted to the parties by F.S.A. Section 163.01, which permits local governmental units and other public agencies the abilities 3 required to make the most efficient use of their powers by enabling them to cooperate with other localities and other public agencies on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities. F. SFRTA, the CRA and the City have determined that it would be in their mutual best interests and the best interests of the local and South Florida communities, and would serve public purposes to facilitate travel between the Redevelopment Area of the CRA, as hereinafter defined, the City, and other urban centers across South Florida to benefit community redevelopment area residents, other City residents and visitors by supporting SFRTA's extension of its Tri-Rail passenger commuter rail service to Downtown Miami within the City limits and within the CRA's community redevelopment area ("Redevelopment Area") which Tri-Rail downtown Miami link project is more particularly described in Exhibit "A" attached hereto and made a part hereof ("Tri-Rail Downtown Miami Link Project"). G. Pursuant to the CRA's Finding of Necessity report, approved by the Board of County Commissioners of Miami -Dade County, Florida, a political subdivision of the State of Florida ("County") and the City Commission of the City in February 2009 ("Finding of Necessity"), it was determined, among other things, that structural deterioration and inadequate public transportation existed within the Redevelopment Area and the CRA has subsequently determined that the Tri-Rail Downtown Miami Link Project would assist the CRA achieve some of its capital improvement goals, including intermodal transportation improvements, and would serve as an integral part for carrying out the CRA's redevelopment plan. 4 0,\ H. The CRA and the City also have determined that the Tri-Rail Downtown Miami Link Project (a) would be in the best interests of residents and businesses within the Redevelopment Area and other City residents, and (b) would serve public purposes by (i) increasing tourism and employment opportunities within the City and the Redevelopment Area, and (ii) facilitating easier travel northward for residents of the City, including residents living within the Redevelopment Area and individuals seeking access to employment, educational, cultural opportunities, healthcare and public services. I. The Tri-Rail Downtown Miami Link Project will serve public purposes by relieving some of the congestion present on South Florida's busiest roadways and by increasing positive synergies and economies of scale by connecting South Florida's local economies, J. Assisting SFRTA with certain funding for the Tri-Rail Downtown Miami Link Project will also serve multiple public purposes through a community benefits agreement ("Community Benefits Agreement") between the CRA and SFRTA (as more particularly described in "Exhibit B" attached hereto and made a part hereof) for greater job training, employment, and other economic, cultural, and educational opportunities for City residents, and for residents and businesses within the Redevelopment Area. K. All Aboard Florida —Operations LLC ("AAF") is presently advancing the construction of a new, inter -city passenger rail station comprised of the All Aboard Florida railway terminal and approximately 180,000 sq. ft. of retail space in the 3 Miami Central Office Tower and the 2 Miami Central Office Tower (collectively, "Miami Central Station") with a taxable value estimated by AAF in excess of One Hundred Fifty Million and No/Dollars ($150,000,000.00), which Miami Central Station forms part of the first of not less than two (2) phases of development (the Miami Central Station, together with the other phases, is collectively 5 i‘\ referred to as the "Project") which Project is estimated by AAF to have a total taxable value of approximately Four Hundred One Million and No/100 Dollars ($401,000,000.00) that AAF estimates will generate sufficient tax increment revenues necessary within the Designated Portion of the Redevelopment Area (as defined below) for the CRA Contribution (as defined below) to fund an annual grant to the City to be pledged revenues for debt service necessary to underwrite the Special Purpose Improvement Bonds (as hereinafter defined) for the Project Improvements (as defined below) located within the Redevelopment Area. L. In order to assist in the implementation of the Tri-Rail Downtown Miami Link Project, the CRA, the City, and SFRTA wish to facilitate the reimbursement to SFRTA of certain allowable and eligible design and construction costs of a governmental capital improvements project for additional platform improvements to the Miami Central Station in order to accommodate the Tri-Rail Downtown Miami Link Project which governmental capital improvements (a) will be located entirely within the City limits and the Redevelopment Area, and (b) will consist of (i) a sixty-two thousand (62,000) square foot passenger platform and associated trackage for Tri-Rail commuter trains; (ii) a mezzanine level consisting of columns and related structures which support the Tri-Rail platform and associated trackage; and (iii) only the shared Miami Central Station capital project elements including, but not limited to, portions of elevators, escalators, support spaces, and storage areas, all as more particularly described in Exhibit "C" attached hereto and made a part hereof, ("Project Improvements") which Project Improvements shall be the sole improvements for which the proceeds of the Special Purpose Improvement Bonds shall be expended and shall not include any future expansion or enlargement thereof. 6 rao M. SFRTA presently estimates that the required design and construction of the Project Improvements will cost approximately Fifty Million Four Hundred Thousand Dollars and No Cents ($50,400,000.00) ("Estimated Cost"). N. The City has, by proper City Commission Resolution No. R-15-0339, adopted on July 23, 2015, a copy of which is attached hereto as Exhibit "D" and made a part hereof ("City Resolution"), authorized its officer(s) to negotiate and execute, subject to the approval of the City Manager and the City Attorney, this Agreement in order to accomplish the City's obligations hereunder with respect to the Special Purpose Improvement Bonds to be issued by the City or such other credit facility procured by the City in connection with the Project Improvements. 0, The Board of Commissioners of the CRA pursuant to Resolution No. CRA-R-15- 003, adopted July 27, 2015, a copy of which is attached hereto as Exhibit "E" and made a part hereof ("CRA Resolution") has authorized its Executive Director to negotiate and execute, subject to the approval of the Executive Director and the CRA General Counsel, this Agreement in order to evidence the CRA's obligations hereunder in connection with the CRA Contribution (as hereinafter defined), which shall be utilized to pay debt service with respect to the Special Purpose Improvement Bonds to be issued by the City. P. SFRTA, the CRA, and the City understand and acknowledge that, pursuant to the terms of existing interlocal agreements among the City, the County, and the CRA, the CRA is required to obtain both City and County approvals of (i) the CRA Contribution, and (ii) the CRA's annual budgeting for and appropriation of necessary payments to fund the CRA Contribution to be applied toward the repayment of the Special Purpose Improvement Bonds issued by the City or other credit facility. 7 VA4 (f -bS\ Q. SFRTA has, by proper authority of its Governing Board pursuant to Resolution No. 16-05 adopted October 28, 2016, a copy of which is attached hereto as Exhibit "F" and made a part hereof ("SFRTA Resolution"), authorized its officers to enter into this Agreement in order to accomplish SFRTA's obligations hereunder in connection with the Project Improvements, the Special Purpose Improvement Bonds and authorizing the officers to enter into the Community Benefits Agreement contemplated by this Agreement. R. It is an express condition precedent to disbursement of any of the proceeds of the Special Purpose Improvement Bonds or other credit facility to SFRTA under this Agreement that: (a) the funding committed by, SFRTA, the County, the Bayfront Park Management Trust ("BPMT"), the Omni Redevelopment District Community Redevelopment Agency ("Omni CRA"), and the Downtown Development Authority ("DDA"), and the separate funding by the City have been memorialized and their respective agreements approved and executed in accordance with each agency's or entity's required legal authorization processes includes all in the amounts reflected in the Project Budget, as hereinafter defined; (b) the Special Purpose Improvement Bonds have been validated and issued or, in the alternate, such other credit facility has been procured by the City; and (c) that SFRTA has executed the Community Benefits Agreement with the CRA. S. The City, the CRA, and SFRTA intend in order to comply with Article VII, Section 10 of the Constitution of the State of Florida ("Constitution"), that the proceeds of the Special Purpose Improvement Bonds shall be used solely for (a) the Project Improvements which constitute governmental capital improvements owned by SFRTA and located within the City's corporate limits and within the Redevelopment Area and shall be used solely for reimbursement to SFRTA of the design and construction of the Project Improvements; and (b) the costs of issuance 8 eAk J-MA in connection with the Special Purpose Improvement Bonds or such other credit facility ("Eligible Costs"). The Eligible Costs shall specifically exclude any legal, lobbying, operational, maintenance, or financing costs, and shall also specifically exclude any expansion of the Project Improvement areas and components from those described in Exhibit C. For purposes of clarification, the term "financing costs," as described hereinabove, refers to such interest charges incurred by SFRTA for such 3'd party debt obligation necessary to underwrite the cost of the Project Improvements through the date of the issuance of the Special Purpose Improvement Bonds or the origination of such other credit facility by the City, which costs the parties agree do not constitute an Eligible Cost. NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City, CRA and SFRTA agree as follows: 1. Recitals, Determinations, and Findings. The foregoing recitals, determinations, and findings are hereby acknowledged as true and correct, and are incorporated herein by reference. 2. Public Purposes and Community Benefits. The public purposes of this Agreement include, but are not limited to: (a) increasing the general welfare of the residents of the Redevelopment Area and businesses within the Redevelopment Area, (b) alleviating the attendant burden on the City's economy and the CRA's economy and quality of life caused by traffic congestion, (c) facilitating travel between the Redevelopment Area, the City, and other urban centers across South Florida to benefit Redevelopment Area residents, other City residents and visitors by supporting SFRTA's Tri-Rail Downtown Miami Link Project within the City limits and within the Redevelopment Area, (d) encouraging increased tourism and increased opportunities 9 for employment to be brought to the City and to the Redevelopment Area, (e) facilitating easier travel northward for residents within the Redevelopment Area, other City residents, and individuals seeking access to employment, educational, and cultural opportunities, healthcare and public services, (f) increasing positive synergies and economies of scale by connecting South Florida's local economies, (g) providing for community benefits which will be derived from the Community Benefits Agreement for greater job training, employment, and other economic, cultural, and educational opportunities for City residents and residents within the Redevelopment Area, and local businesses within the Redevelopment Area, and (h) providing recitals, determinations, and findings in connection with the validation and issuance of the Special Purpose Improvement Bonds or such other credit facility and the continuing compliance obligations of SFRTA, the CRA, and the City. 3. Term of Agreement and Contributions. 3.1 Term of Agreement. The term of this Agreement shall terminate upon the retirement (whether through maturity, defeasance, or other complete and final payment) of the Special Purpose Improvement Bonds or such other credit facility procured by the City. This Agreement is also subject to earlier termination otherwise through the provisions of Sections 3.2, 3.3 and 8 below, or through any other earlier termination provision of this Agreement. The term of this Agreement shall include such additional time periods required due to federal, state, and local audit periods. 3.2 Funding Amount; Reimbursement of Eligible Costs; CRA Contribution. In order for the City to issue the Special Purpose Improvement Bonds or such other credit facility, SFRTA shall have provided the City and the CRA written notice, with supporting written documentation, that: (a) the Tri-Rail Downtown Miami Link Project has been substantially 10 r\i'A completed and is operational; and (b) portions of the Miami Central Station shall have been substantially completed and said improvements comprising the completed portions of the Miami Central Station or other improvements comprising the Project shall be assessed on the County Property Appraiser's tax rolls in an amount not less than One Hundred Fifty Million and No/100 Dollars ($150,000,000.00) (collectively, "Bond Issuance Conditions"). Within twelve (12) months of the City and the CRA's receipt of written notice from SFRTA of the satisfaction of the Bond Issuance Conditions, the City shall utilize commercially reasonable efforts to issue special purpose improvement bonds that have been validated by the Circuit Court of the 11th Judicial Circuit of Florida or procure an alternate credit facility ("Special Purpose Improvement Bonds") , which form of indebtedness or payment the City shall determine in its sole discretion, in the principal amount necessary to produce Seventeen Million Five Hundred Twenty -Eight Thousand Forty -Nine and No/100 Dollars ($17,528,049.00) in net proceeds after payment of costs of issuance ("Funding Amount"). The Special Purpose Improvement Bonds shall be supported solely by a pledge by the CRA to the City of the tax increment revenues actually received by the CRA ("Pledged Revenues") derived solely from the Project, excluding land value, assessed under the tax folios number listed on Exhibit "G" attached hereto and made a part hereof ("Designated Portions of the Redevelopment Area"), as such folio numbers may be adjusted from time to time, after deducting therefrom: (a) the payments the CRA is required to make to the City and the County under the terms of the Interlocal Agreement between the City, the County, the CRA and the Omni CRA dated as of December 31, 2007 ("Global Agreement"); (b) allocation of administrative charges imposed by the County and the City (but not administrative charges associated with the operation of the CRA); (c) all allocable charges and/or payments to or for the benefit of the Children's Trust; (d) adjustment to the assessed value made by the City and/or the 11 County as a result of challenges made to the assessed value; and (e) all payments the City and/or the CRA is required to make, if any, with respect to the loan ("Gran Central Loan") evidenced by that Loan Agreement dated January 20, 1988 ("Gran Central Loan Agreement") by and between Gran Central Corporation, a Florida corporation and the City. Notwithstanding the foregoing, until such time that the Pledged Revenues derived from the Designated Portion of the Redevelopment Area generate a sufficient CRA Contribution, as hereinafter defined, to provide the debt service coverage ratio required in connection with the marketing and sale of the Special Purpose Improvement Bonds, the Pledged Revenues shall be based upon the tax increment revenues actually received by the CRA from the entire Redevelopment Area after deducting: (a) the payments the CRA is required to make to the City and County under the Global Agreement; (b) allocation of administrative charges imposed by the County and the City (but not administrative charges associated with the operation of the CRA); (c) all allocable charges and/or payments to or for the benefit of the Children's Trust; (d) adjustment to the assessed value made by the City and/or the County as a result of challenges made to the assessed value; (e) debt service payments the CRA is required to make with respect to any outstanding bonds previously issued by the CRA; (f) grant payments to be made by the CRA to the City with respect to Gibson Park; (g) grant payments to be made by the CRA to "Mama Hattie" as required by the Global Agreement, if any; (h) grant payments to be made in connection with Town Park community, if any; (i) payments to be made to P&G Investors, LLC in connection with the Convention Center Economic Incentive Agreement, if any; (j) any payments required to be made by the CRA under the Miami World Center Economic Incentive Agreement, if any; and (k) all payments the City and/or the CRA are required to make, if any, with respect to the Gran Central 12 &t1 V\ Loan evidenced by the Gran Central Loan Agreement (collectively, the "Existing CRA Obligations"). The CRA's annual contribution of the Pledged Revenues ("CRA Contribution") shall be limited to the amount of the Pledged Revenues actually received by the CRA which amount shall not exceed the total amount necessary to pay annual principal and interest costs on the Special Purpose Improvement Bonds through maturity. SFRTA and the City acknowledge that the Pledged Revenues will be the only revenues of the CRA utilized to repay the Special Purpose Improvement Bonds. SFRTA acknowledges that the CRA has provided SFRTA access to its books and records with respect to the existing tax increment revenues currently derived from the Redevelopment Area and the information regarding the Existing CRA Obligations to enable SFRTA to make its own independent determination as to whether upon completion of the Miami Central Station there will be sufficient tax increment revenues to underwrite the anticipated annual debt service on the Special Purpose Improvement Bonds when issued to provide the Funding Amount, The CRA covenants to the City and SFRTA that it will not further encumber or pledge the tax increment revenues generated from the Redevelopment Area prior to the issuance of the Special Purpose Improvement Bonds. The Special Purpose Improvement Bonds shall be non -recourse obligations of the City and the CRA supported solely by the Pledged Revenues. The Special Purpose Improvement Bonds and the indebtedness represented thereby shall be limited obligations of the City secured solely by the Pledged Revenues in the manner and to the extent provided for in this Agreement and shall not be deemed to constitute a general or moral indebtedness or pledge of the full faith and credit of the City, the CRA, the County, the State of Florida or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, 13 4/7o et -0\ Neither the City, the CRA, the County, the State of Florida, nor any other political subdivision of thereof shall be compelled to levy any additional taxes for payment of the Special Purpose Improvement Bonds. SFRTA, the City and the CRA acknowledge and agree that if for any reason at or prior to the issuance of the Special Purpose Improvement Bonds, the City Manager and the City's financial advisor determine that the Pledged Revenues are not sufficient to market and sell Special Purpose Improvement Bonds, on commercially available terms and in a principal amount resulting in net proceeds equivalent to the Funding Amount, then SFRTA, in its sole discretion, may elect to extend the issuance date of the Special Purpose Improvement Bonds, for a period of not more than thirty-six (36) months. In the event SFRTA elects not to defer the City's issuance of the Special Purpose Improvement Bonds, then SFRTA may: (i) elect to terminate this Agreement in which event this Agreement shall be of no further force and effect and the parties released from all obligations under this Agreement; or (ii) agree to a reduction to the principal amount of the Special Purpose Improvement Bonds to an amount determined by the City's financial advisor and the City Manager to be appropriate to procure the sale of the Special Purpose Improvement Bonds, on commercially available terms which generate net proceeds in an amount nearest to the Funding Amount. The obligation of the City to pay to SFRTA the net proceeds of the Special Purpose Improvement Bonds pursuant to this Agreement to reimburse SFRTA for the costs incurred by SFRTA to pay for Eligible Costs of the Project Improvements shall be limited to the net proceeds of the Special Purpose Improvement Bonds actually issued by the City (excluding cost of issuance thereof) and if the amount of the Special Purpose Improvement Bonds is reduced, the payments to SFRTA under this Agreement shall also be reduced. 14 Ife, '3\ Upon the satisfaction of the Bond Issuance Conditions, SFRTA shall provide to the City and the CRA any and all documents the City and the CRA may reasonably request to establish the actual amount of the Eligible Costs incurred by SFRTA in connection with the Project Improvements and for required continuing compliance for the Special Purpose Improvement Bonds. Upon approval by the City and the CRA of the actual amount of the Eligible Costs incurred by SFRTA in connection with the Project Improvements and for required continuing compliance for the Special Purpose Improvement Bonds, the City shall pay to SFRTA the approved amount of the Eligible Costs incurred by SFRTA in connection with the Project Improvements up to the lesser of (a) the amount of the approved Eligible Improvements; or (b) the net proceeds of the Special Purpose Improvement Bonds. The CRA shall make the CRA Contribution annually to the City to pay the annual debt service on the Special Purpose Improvement Bonds up to the annual amount of the Pledged Revenues. The obligation of the CRA to make annual CRA Contribution to the City to pay debt service on the Special Purpose Improvement Bonds up to the annual amount of the Pledged Revenues will continue until the earlier to occur of (a) the payment in full of the Special Purpose Improvement Bonds; or (b) the expiration of the life of the CRA which is currently scheduled to occur on March 31, 2030, as same may be extended. The CRA shall only be obligated to fund the CRA Contribution to the extent of the Pledged Revenues and, except for the Pledged Revenues, the CRA is not obligated to utilize any other revenues to fund the CRA Contribution or otherwise pay debt service in connection with the Special Purpose Improvement Bonds. The CRA represents to SFRTA that based upon the existing TIF Revenues derived from the Redevelopment Area and the new TIF Revenues SFRTA and AAF 15 tA anticipate will be generated from the Project, the anticipated Pledged Revenues would appear to be sufficient to support the Special Purpose Improvement Bonds when issued. SFRTA acknowledges, warrants, represents, and covenants that (a) it shall use the proceeds of the Special Purpose Improvement Bonds only to reimburse Eligible Costs incurred by SFRTA in connection with the construction of the Project Improvements within the Redevelopment Area; and (b) it has reviewed the projections of deductions from Pledged Revenues, the projections of the Pledged Revenues prepared by AAF that are anticipated to be generated from the Project, which deductions and projections were not prepared or approved by the City or the CRA and SFRTA acknowledges that it is relying upon the deductions and projections prepared by AAF in entering into this Agreement without representation or warranty on the part of the City and the CRA as to their accuracy. 3.3 Assistance with Bond Validation, Notices, and Approvals. SFRTA, the CRA, and the City each acknowledge and agree that any Special Purpose Improvement Bonds to be issued by the City will be subject to obtaining an affirmative bond validation final order through the courts and processes governed by the Constitution and laws of the State of Florida (collectively, "Bond Validation"). Following the Effective Date of this Agreement, the City agrees to use all reasonable efforts to promptly proceed to City Commission to obtain authority to file a complaint for validation of the issuance of the Special Purpose Improvement Bonds, the pledge of the Pledged Revenues by the CRA and the payment by the CRA of the CRA Contribution to the City to pay debt service on the Special Purpose Improvement Bonds, and the use of the proceeds of the Special Purpose Improvement Bonds, and the use of the proceeds of the Special Purpose Improvement Bonds to reimburse Eligible Costs incurred by SFRTA in connection with the construction of the Project Improvements. In connection with the Bond Validation, the Board of Commissioners of 16 the CRA, the City Commission, the County Commission, and/or SFRTA Governing Board, as and if applicable, may be required to provide public notices and budgetary and bond authorization approvals. Accordingly SFRTA, the CRA, and the City hereby agree to assist and undertake to the best of their respective abilities and as required and necessary to assist each other with such Bond Validation in order to carry out and effectuate the CRA Contribution to pay debt service with respect to the Special Purpose Improvement Bonds and the issuance of the Special Purpose Improvement Bonds by the City. SFRTA shall undertake and/or shall cause to be undertaken as necessary, all of the requirements for the Eligible Costs of the Project Improvements to constitute a governmental capital project. The CRA and the City shall undertake and/or shall cause to be undertaken all of their respective requirements necessary for the Eligible Costs of the Project Improvements to constitute a governmental capital project and a community redevelopment project in accordance with the CRA's community redevelopment plan, pursuant to Part III, Chapter 163, Florida Statutes, as amended. Prior to the filing of the City's Bond Validation complaint for the Special Purpose Improvement Bonds to fund the Eligible Costs, (a) the City and the CRA shall obtain a professional, independent third party feasibility study, review, and report of the proposed TIF Revenue and proposed Pledged Revenue and (b) SFRTA will obtain updated certified written assurances necessary to the Bond Validation proceedings regarding physical construction of the Project Improvements and the Eligible Costs and from the other parties providing funds for the Project Improvements with remaining outstanding funding obligations for the Project Improvements, which independent third party feasibility study, review, and report and which certified written assurances shall become part of the Bond Validation court proceedings and 17 Os re -0 records. The parties understand that such written assurances may also include any necessary approvals by the County. As a material inducement to the City to institute Bond Validation proceedings for the Special Purpose Improvement Bonds to fund a portion of the Eligible Costs, SFRTA hereby agrees that if (a) the Project Improvements are eventually financed in their entirety with the funds from sources other than the Special Purpose Improvement Bonds, (b) SFRTA fails to initiate physical construction of the Project Improvements within two (2) years of the date of execution of this Agreement and this Agreement is terminated, or (c) the construction of the Project Improvements is abandoned, then SFRTA will, to the extent permitted by law, reimburse and indemnify the City and the CRA from legally available revenues of SFRTA for the reasonable costs and expenses (including legal fees) directly related to the Bond Validation proceedings. 4. SFRTA Duties. In accordance with the City Resolution and the CRA Resolution, SFRTA (a) shall use the proceeds of by the Special Purpose Improvement Bonds solely to finance Eligible Costs incurred in connection with the construction of the Project Improvements within the Redevelopment Area and (b) shall comply with the terms of the Community Benefits Agreement. 4.1 Permits, Inspections, Reviews, and Approvals. SFRTA has entered into a development agreement ("Development Agreement") with AAF for the design and construction of the Project Improvements as a sole source. SFRTA shall ensure that AAF, on behalf of SFRTA, obtains any and all necessary permits and public agency approvals, inspections, reviews, and other approvals associated with the design and construction of the Project Improvements. 4.2 Accounting and Public Records. SFRTA understands and agrees that the Code of the City of Miami, as amended ("City Code") contains continuing compliance, public 18 PRA V\ records, safe keeping, and disclosure requirements for this Agreement as a government contract under Florida law. SFRTA will be responsible for separately accounting for monies received from the City, in accordance with the General Accepted Accounting Principles ("GAAP") and the Governmental Accounting Standards Board ("GASB") and as required in connection with the use of the proceeds of the Special Purpose Improvement Bonds, SFRTA shall establish and maintain a separate account for receipt and distribution of the proceeds of the Special Purpose Improvement Bonds. SFRTA understands and agrees that (a) it shall comply with all applicable requirements in Chapter 119, Florida Statutes, also referred to as the "Florida Public Records Law", and (b) shall, as applicable and if applicable, cause its contractors and subcontractors for the Project Improvements being funded by the Special Purpose Improvement Bonds comply with all applicable requirements in the Florida Public Records Law and as required in connection with the use of the proceeds of the Special Purpose Improvement Bonds. 4,3 Bank Accounts and Bank Record Inspection. SFRTA will permit auditors from the City to inspect its bank records and accounts containing the Eligible Costs. SFRTA will allow access to these records and accounts from the initiation of the Project Improvements until five (5) years after the Project Improvements are completed, or such longer period of time as required by the terms and conditions of any bond validation, bond resolution, trust indenture, or other controlling documents governing the terms of the Special Purpose Improvement Bonds proposed to be issued by the City to fund the Eligible Costs. 4.4 Funding Conditions; Funding Limitations; Funding Apportionment to Public Project Areas within the Redevelopment Area. The CRA, the City and SFRTA agree that this Agreement shall be conditioned upon approval of all applicable agreements for the Project Improvements including: (a) the sole source Development Agreement between AAF and SFRTA 19 Ceb for the Project Improvements; (b) the loan agreement between an AAF affiliate or other third -party lender and SFRTA for a loan for the costs of some of the Project Improvements; (c) the agreement among AAF and SFRTA for the Project Improvements and the operations and maintenance of the AAF corridor; (d) a separate agreement with AAF (if necessary) for the rail infrastructure improvements; and (e) all other funding amounts by the other funding partners and SFRTA for the Project Improvements costs as reflected in the Project Budget. Due to the contemplated Bond Validation and issuance of Special Purpose Improvement Bonds, SFRTA shall also provide to the CRA and the City evidence of (a) the approval by SFRTA's Governing Board of the amount of any SFRTA contributions to the costs of the Project Improvements. A listing of funding sources and Project Improvement costs is reflected on Exhibit "H" attached hereto and made a part hereof ("Funding Sources") and (b) the apportionment of all amounts and funding sources to the public Project Areas for Eligible Costs of the Project Improvements within the Redevelopment Area. In the event that AAF fails to initiate physical construction of the Project Improvements (the term "physical construction" does not include the preparation of construction documents or permitting of the same for the Project Improvements) within two (2) years of the date of execution of this Agreement, then this Agreement shall be null and void. To assist the CRA and the City in compliance with the requirements of the Internal Revenue Code of 1986, as amended ("IRS Code"), the Treasury Regulations promulgated thereunder (collectively with the IRS Code, the "IRS Regulations"), and the bond validation, SFRTA invoices for reimbursement of the Eligible Costs of the Project Improvements will, to the extent practicable, be submitted for strictly public portions of the Project Improvements, and where not practicable and such invoices for reimbursement must necessarily cover shared infrastructure, 20 af then SFRTA will identify in the invoice the percentage of shared infrastructure that is public and include only the amounts associated with or allocated to the public portions for inclusion in the Eligible Costs. 4.5 Indemnification From Construction Claims; Bonding; Liens. SFRTA and its agents, contractors, assigns, servants and representatives will not hold the CRA or the City, and any of the City's and the CRA's respective officials, officers, employees, agents, contractors, assigns, servants, and representatives, responsible for any contractual claims, delay claims, claims for or change orders, supplemental or additional work, and/or any other claims whatsoever that are related to or arises by or are connected with any work, materials, equipment, supplies or services that occur during construction of the Project Improvements, SFRTA agrees that it shall comply with the requirements of Section 255,05, Florida Statutes. SFRTA acknowledges and agrees that because the Project Improvements are potentially being reimbursed by the CRA and/or the City through a potential governmental capital project Bond Validation and Special Purpose Improvement Bonds issuance process for which preservation of the public capital asset is a paramount public requirement, SFRTA shall comply with Section 255.05, Fla. Stat. SFRTA will not allow any Mechanics Liens or other statutory or common law liens to attach to the Project Improvements which are publicly owned. Further, SFRTA shall use diligent, good faith efforts to seek the removal or release of any Mechanics Liens or other statutory or common law liens which may have been attached to non -publicly owned Project Improvements that may result in the disruption of the Tri-Rail Downtown Miami Link service to the Miami Central Station. 4.6 SFRTA Track, Parts and Equipment Maintenance. SFRTA, its agents or contractors will be responsible for maintaining railroad tracks and all materials, parts, or other equipment used in conjunction with the development and operation of the proposed Project 21 1,0 ,)1 flrk Improvements at the Miami Central Station. The CRA and the City will not be responsible for any failure to adhere to any applicable federal, state, or local law, code, or regulations as any of those pertain to the track, parts, and equipment used in developing and operating the Tri-Rail Downtown Miami Link Project. 4.7 SFRTA Passenger Train Cars. The CRA and the City are not responsible for funding SFRTA operations and maintenance of SFRTA's facilities and passenger train cars operating as part of the Tri-Rail Downtown Miami Link Project. 4.8 Usage and Maintenance of Project Capital Facilities and Capital Equipment; Management of Station. SFRTA shall ensure that all of the capital facilities and capital equipment, if any, comprising the Project Improvements that are funded by the Special Purpose Improvement Bonds are used and maintained by SFRTA, its agents, contractors, and subcontractors in such manner as necessary to comply with Federal Railroad Administration ("FRA") rules, regulations, and standards, including those set forth in Title 49, Subtitle B, of the Code of Federal Regulations ("CFR") (collectively, "FRA Regulations"). SFRTA further agrees that if (a) the City issues Special Purpose Improvement Bonds to fund the reimbursement to SFRTA for Eligible Costs of the Project Improvements whereby the interest to be paid on such Special Purpose Improvement Bonds is to be treated as excludable from the gross income of the holders of such Special Purpose Improvement Bonds for federal income tax purposes, and (b) SFRTA determines to enter into a management contract or other arrangement with any non- governmental party for the operation of its Tri-Rail station within the Tri-Rail Downtown Miami Link Project, then SFRTA will comply with the requirements of the IRS Regulations with respect to such management contract or other arrangement to preserve or maintain the tax-exempt status of such Special Purpose Improvement Bonds. Additionally, SFRTA shall comply with (a) all 22 Vli applicable continuing disclosure requirements of the United States Securities and Exchange Commission regarding the Special Purpose Improvement Bonds and (b) all applicable continuing requirements of the bond validation. 4.9 Minimum Standard of Operations. SFRTA will operate and maintain the Tri-Rail passenger commuter rail service in compliance with the applicable FRA Regulations, as well as all other applicable federal, state, and local laws, as the same may be amended from time to time. 4.10 Minimum Service Levels. Throughout the term of this Agreement, SFRTA shall operate not less than: (a) twenty-six (26) weekday passenger trains to the Miami Central Station with a cumulative passenger capacity of not less than 9,750 passengers per day; and (b) sixteen (16) weekend/holiday passenger trains into the Miami Central Station with a cumulative passenger capacity of not less than 6,000 passengers per weekend day/holiday (collectively, "Minimum Service Level"). Reductions to the Minimum Service Level during the term of this Agreement shall be presented by SFRTA to the Board of Commissioners of the CRA and the City Commission for their respective considerations and requested approvals when information presented by SFRTA evidences (a) reduced ridership demand for the Tri-Rail Downtown Miami Link service of greater than ten percent (10%) over any five (5) year period; or (b) reduction in annual operating support greater than ten percent (10%) over the prior year's budget from public funding sources and all other funding sources which necessitate service reductions. The Minimum Service Level will be restored when necessary funding is restored. 4.11 ADA Compliance. SFRTA shall ensure that the Project Improvements comply with the requirements of the Americans with Disabilities Act. 23 4.12 SFRTA Expansion and Bond Financed Capital Facilities, SFRTA understands and agrees that Eligible Costs of the Project Improvements specifically exclude any expansion of the Project Improvements areas and components from those presented in Exhibit C. SFRTA additionally understands and agrees that should any need arise for any expansion of such Project Improvements areas and components, there may be additional requirements for approvals by Bond Counsels, Disclosure Counsels, the City Commission, the Board of Commissioners of the CRA, and any credit enhancer, trustee, or paying agent for the Special Purpose Improvement Bonds issued to fund Eligible Costs of the Project Improvements. 4.13 Other Citizen Notifications. SFRTA hereby covenants and agrees that it shall at all times assist the City and the CRA with necessary notifications to the public. 5. Non -Exclusive Use and Required Continuing Compliance. SFRTA hereby covenants and agrees that it will, at all times, provide members of the general public with access to the Project Improvements in order to facilitate their access and use of the Tri-Rail Downtown Miami Link service and as otherwise required for continuing compliance with the bond validation order and IRS Regulations as applicable. 6. Schedule and Manner of Reimbursements. SFRTA has furnished the City and the CRA with the project budget for the Project Improvements which is attached and incorporated herein as Exhibit "I" ("Project Budget"). SFRTA shall furnish the City and the CRA with any and all revisions to both the Project Budget and the Funding Sources. SFRTA shall also furnish to the City and the CRA a schedule of values which is attached hereto and incorporated herein as Exhibit "J" ("Schedule of Values") and a construction schedule which is attached hereto and incorporated herein as Exhibit "K" ("Project Schedule") identifying monthly design and construction milestones and the anticipated construction expenditures payout schedule for such 24 milestones for the Project Improvements. SFRTA shall promptly provide to the City and the CRA with any future amendments to the Schedule of Values and/or the Project Schedule in writing, SFRTA acknowledges that the City may be required to seek written advice from Bond Counsel and/or Disclosure Counsel regarding such changes, revisions, and amendments. Reimbursements to SFRTA from the Special Purpose Improvement Bonds for Eligible Costs by the City shall be based upon invoices for actual services rendered and actual and necessary capital project supplies, materials, and equipment purchased provided by SFRTA accompanied by copies of paid AAF, contractor and subcontractor invoices and lien waivers upon completion of the Project Improvements ("Reimbursement Request"). A proper invoice as defined by F.S.A. Section 218.72(8) must be submitted before payment request to the City Manager or his/her authorized designee, The Reimbursement Request shall also include a copy of all payments made to contracted firms in connection with completion of the Project Improvements. Notwithstanding the fact that payments for Eligible Costs will not be made to SFRTA under this Agreement until after the issuance of the Special Purpose Improvement Bonds, SFRTA shall submit Reimbursement Request, including all required back-up, to the City and the CRA on a monthly basis for its review and approval in lieu of waiting for completion of the Project Improvements. Promptly after the execution of this Agreement SFRTA shall submit to the City and the CRA a Reimbursement Request for all work performed with respect to the Project Improvements prior to the execution of this Agreement for approval by the City and the CRA. Thereafter' SFRTA shall submit to the City and the CRA for approval Reimbursement Requests on a monthly basis. All Reimbursement Requests shall be subject to the approval of the City and the CRA which approval shall not be unreasonably withheld and which approval shall be deemed given if 25 WOP the City and the CRA do not object to any Reimbursement Request within thirty (30) days after receipt. If either the City or the CRA objects to a Reimbursement Request within the thirty (30) day period, the City. the CRA and SFRTA shall utilize their good faith efforts to address the objections to the Reimbursement Request. If the City, the CRA and SFRTA are not able to resolve any of the objections to a Reimbursement Request within thirty (30) days of SFRTA's receipt of such objection(s) from either the City or the CRA, any party to this Agreement may elect to have the objection regarding the Reimbursement Request submitted to binding arbitration that shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other parties to this Agreement, and filed with the South Florida office of the American Arbitration Association. The party filing a notice of demand for arbitration must assert in the demand all objections to the Reimbursement Request which are to be arbitrated. Each party to this Agreement shall bear its own fees and costs in such arbitration proceedings, 7. Indemnification. To the extent permitted by the laws of the State of Florida, SFRTA shall indemnify, defend, release, and hold harmless, at its sole cost and expense, the CRA, the City, and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the CRA, the City, or their respective officers, employees, agents, or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature, whether contractual or otherwise, arising out of, relating to or resulting from the performance of this Agreement by SFRTA or its officers, employees, agents, servants, partners, principals, or subcontractors. In no event shall the City or the CRA be liable or responsible for any and all contractual, injury, loss, 26 jhf destruction, or damage claims to the Project Improvements funded, in part, by the proceeds of the Special Purpose Improvement Bonds, nor shall the City or the CRA be liable for any and all contractual, injury, loss, destruction, or damage claims resulting from the operation and/or maintenance of the Tri-Rail Downtown Miami Link service at Miami Central Station. This indemnification by the SFRTA shall not apply to negligent acts or omissions of the CRA, the City, or their respective officers, employees, officials, agents, servants, partners, principals, or subcontractors. SFRTA shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the respective names of the CRA and the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. SFRTA expressly agrees and understands that any insurance protection it provides shall in no way limit the responsibility to indemnify, keep, release, and save harmless and defend the CRA, the City, and their respective officers, employees, agents and instrumentalities as herein provided. 8. Termination. This Agreement may be terminated by any party, upon the grounds and after the procedures provided herein. Any party may terminate this Agreement for cause and upon transmittal of written notice to the other party as provided below. "For cause" shall mean any of the following actions: (a) a substantial failure by SFRTA to perform the delegated duties in accordance with this Agreement over a period of more than one (1) year; (b) a failure of any party to comply with a material term, condition, provision, limitation, or stipulation applicable to its performance of or duties provided for in this Agreement, following written notice of default by the other party which is not cured within one hundred and eighty (180) days of receipt of such notice; (c) by the City or the CRA in the event of SFRTA's failure to initiate physical construction of the Project Improvements on or before the second (2nd) anniversary date of the execution of this 27 Agreement; (d) by any party in the event of a failure by any party to comply with any applicable federal, State, Miami -Dade County, or City Laws, Ordinances, Rules, Regulations, or Codes governing its duties, performance, activities or conduct under this Agreement for which a cure is not commenced within one hundred and eighty (180) days of receipt of such notice; (e) by SFRTA if the City fails to issue the Special Purpose Improvement Bonds, including procuring their validation, within twelve (12) months from receipt of written notice from SFRTA that the Bond Issuance Conditions have been satisfied, unless such issuance date is extended by SFRTA in its sole discretion, or, thereafter, tender payment of the bond proceeds to SFRTA within thirty (30) days of the issuance of the Special Purpose Improvement Bonds; or (f) by SFRTA if the City fails to issue Special Purpose Improvement Bonds on commercially available terms which would yield net proceeds equivalent to the Funding Amount. The aforementioned cure periods shall be adjusted or tolled for a reasonable period of time not to exceed thirty (30) days from the end/conclusion of a Force Majeure Event. A "Force Majeure Event" shall mean any event or condition beyond the control of SFRTA, the City, or the CRA, as applicable, including, without limitation, strikes, labor disputes, acts of God (expressly including, but not limited to, tropical storms, hurricanes, and earthquakes), the elements, governmental restrictions, regulations, or controls, enemy action, acts of terrorism, wars, riots, major upheaval, civil commotion, fire, casualty, or accidents, which cause delay. In the event of termination by the CRA or the City, as applicable, the CRA or the City, as applicable, shall only be responsible for reimbursing SFRTA for such portion of Eligible Costs of the Project Improvements being funded by the CRA Contribution actually incurred by SFRTA prior to the date of termination. In the event of a termination for cause, the terminating party shall have all rights and remedies available at law or in equity against the non -terminating party. 28 tin � t\i‘k 9. Notice. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery or recognized overnight courier (such as Federal Express), or if by certified U.S. mail, with return receipt requested, addressed to the party for whom it is intended, at the place specified as follows: If to the CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Ave, 3rd Floor Miami, FL 33136 Attention: Executive Director With Copy to: City Attorney, City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 If to SFRTA: South Florida Regional Transportation Authority/SFRTA Administrative Offices 800 Northwest 33rd Street Pompano Beach, FL 33064 With Copy to: South Florida Regional Transportation Authority/SFRTA Office of the General Counsel 800 Northwest 33rd Street Pompano Beach, FL 33064 If to the City: City Manager, City of Miami 444 S.W. 2nd Avenue, loth Floor Miami, Florida 33130 With Copy to: City Attorney, City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 29 9A0 tO\ 10. Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. 11. Amendment. This Agreement may be amended or modified only by an agreement in writing which is signed by the duly authorized representatives of the CRA, the City, and SFRTA. Should the anticipated potential Bond Validation and issuance of Special Purpose Improvement Bonds for the Project Improvements require any further consideration of amendments to this Agreement in relation to the Project Improvements, the parties agree to reconsider such matters in order to facilitate any additional Bond Validation and/or Special Purpose Improvement Bonds issuance and compliance requirements. 12. Term and Effective Date; Survival of Certain Obligations. This Agreement shall become effective upon the final execution by the duly authorized representatives of the City, the CRA, and SFRTA ("Effective Date"), which date is noted in the introductory paragraph hereinabove, and shall continue in force for the Term set forth in Section 3.1 above unless earlier terminated. 13. Governing Law and Venue; Attorneys' Fees. This Agreement shall be construed in accordance with the laws of the State of Florida. Exclusive venue for any litigation between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. 14. Severability. If any term or provision of this Agreement or the application of either shall to any extent be determined to be invalid or unenforceable, the remainder of this Agreement, 30 or the application of such term or provision to circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected, and the remainder of this Agreement shall be enforced to the extent permitted by law. 15. Insurance. The parties hereto acknowledge that SFRTA is a governmental entity subject to the limitations of F.S.A. Section 768.28 and shall comply accordingly. A description of SFRTA's liability insurance coverage is attached hereto as Exhibit "L". SFRTA through its design/build contract with AAF for the Project Improvements, shall require standard insurance coverages required by its design/build contracts for such governmental public capital projects and shall provide the CRA and the City with such copies of insurance documentation. During the term of this Agreement, SFRTA shall notify in writing the City and the CRA and shall provide both with copies of all insurance changes and updates for SFRTA's liability insurance coverage. 16. Costs, Expenses and Fees. Notwithstanding any other term or provision herein it is expressly understood and agreed by SFRTA that upon the bond validation and issuance of the Special Purpose hnprovement Bonds, other than for the validation and issued amounts of the proceeds of the Special Purpose Improvement Bonds, the CRA and the City are not responsible, liable, or otherwise answerable to pay any fee, charge, cost, expense, reimbursement, or other monetary compensation to SFRTA, its agents, representatives, employees, contractors, or subcontractors for their work or their services under this Agreement. The CRA and the City will not be responsible for paying any and all taxes, impositions, levies, charges, fees, or assessments imposed upon the Project Improvements as a result of SFRTA's design, construction, operations or maintenance. 17. Representations and Warranties of SFRTA. a. Financially solvent. SFRTA warrants that it is financially solvent. 31 9A3 b. Authorization, SFRTA has taken all action necessary for the approval and execution of this Agreement and has been duly authorized to commit SFRTA to all terms and conditions of this Agreement which shall constitute the valid, binding and enforceable obligations of SFRTA. c. Compliance with laws, SFRTA shall comply with all applicable federal, state and local laws, ordinances and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement, and with all applicable laws related to the Project Improvements as the same presently exist and as they are amended hereafter. 18. Waiver. The failure of any party to this Agreement to object or take affirmative action with respect to any conduct of the other party which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. Any waiver of any condition hereunder must be in writing and signed by the authorized representatives of all parties. 19. Sale of Special Purpose Improvement Bonds. SFRTA further agrees that if the City validates and issues Special Purpose Improvement Bonds to fund reimbursement to SFRTA for Eligible Costs of the Project Improvements whereby the interest to be paid on such Special Purpose Improvement Bonds is to be treated as not includable in the gross income of the holders of such bonds for federal income tax purposes, and SFRTA determines to sell, transfer, or make some other arrangement to convey the Project Improvements for which the City has provided any Bond Validation and Special Purpose Improvement Bond funding, to any non -governmental party, then SFRTA will only do so if it is able to comply with the requirements of the applicable IRS Regulations in order that such sale, transfer, or conveyance does not cause the interest payable, on such Special Purpose Improvement Bonds not to be excludable from the gross income of the 32 020 i A holders of such Special Purpose Improvement Bonds for federal income tax purposes. Additionally, SFRTA acknowledges, understands and agrees that any credit provider, paying agent, or trustee for the bondholders related to the Special Purpose Improvement Bonds may also require prior written notice and the right of prior approval of such sale, transfer or conveyance of the Project Improvements. 20. Community Benefits Agreement. SFRTA and the CRA shall execute the Community Benefits Agreement incorporating the provisions of Exhibit B prior to the funding of the Special Purpose Improvement Bonds. 21. Assignment of Agreement. SFRTA may execute and deliver to an AAF affiliate or third -party lender an assignment of SFRTA's right to receive the Funding Amount under this Agreement while this Agreement remains in force and effect in order to secure indebtedness incurred to finance all or a portion of the Project Improvements. Any such assignment shall not be effective until SFRTA delivers written notice of such assignment to the CRA and the City ("Assignment Notice") by certified mail, return receipt requested. Such Assignment Notice shall indicate: (a) the name of the assignee and the assignee's contact and payment information including name, address, telephone number, e-mail address and any wiring or payment instructions; (b) whether or not the assignee shall have any right of assignment, in which case such assignee must comply with this section; and (c) any other terms or provisions applicable thereto and mutually agreed to as between SFRTA and assignee. Such assignment by SFRTA shall not relieve or release SFRTA of any of its duties and obligations to the City or the CRA under this Agreement, unless this Agreement is terminated by its terms. Such assignment by SFRTA and the delivery of an Assignment Notice to the City and the CRA shall release the City and CRA from any obligation to pay the Funding Amount to SFRTA under this Agreement. After the delivery of 33 eAYA 05f vA. an Assignment Notice to the City and the CRA, the City and the CRA shall pay the Funding Amount to the assignee named in such Assignment Notice. Any assignment or assumption of SFRTA's rights and obligations under this Agreement, other than an assignment of SFRTA's right to receive the Funding Amount as permitted under this Section, shall require the prior approval of the City Commission, Board of the CRA, Bond Counsel, and Disclosure Counsel that such assignment complies with Florida law, any Bond Validation, as well as applicable IRS Regulations and SEC requirements, 22. Discrimination. SFRTA shall not discriminate as to race, color, religion, sex, national origin, age, sexual orientation, disability or marital status in connection with its performance of service or any related service offered. 23. No Joint Venture or Partnership. Nothing contained in this Agreement shall constitute or be construed to create a partnership or joint venture between the parties or to make either jointly liable with the other for any obligation arising out of the activities and services contemplated by this Agreement. SFRTA's relationships with the CRA and the City, as applicable, in the performance of this Agreement is that of an independent contractor. All persons performing services which are to be performed by SFRTA under this Agreement shall at all times be under SFRTA's exclusive direction and control and shall be employees or agents of SFRTA and not employees or representatives of the CRA or the City, as applicable. 24. Interpretation. This Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of all parties hereto. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that 34 0.) (A an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of all parties have equally participated in the preparation of this Agreement. 25. Paragraph Headings. Title and paragraph headings are made solely for reference and are not a part of this Agreement. 26. No Third Party Beneficiaries. There are no third party beneficiaries, expressed or implied, to this Agreement. 27. Counterparts. This Agreement may be executed in counterparts but shall constitute one Agreement. IN WITNESS WHEREOF, the CRA, the City, and SFRTA have set their hands the day and year above written. Attest: SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY By: By: Name: Name: Title: Title: Approved as to form and legal sufficiency: Name: Title: 35 �8� an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of all parties have equally participated in the preparation of this Agreement. 25. Paragraph Headings. Title and paragraph headings are made solely for reference and are not a part of this Agreement. 26. No Third Party Beneficiaries. There are no third party beneficiaries, expressed or implied, to this Agreement. 27. Counterparts. This Agreement may be executed in counterparts but shall constitute one Agreement. IN WITNESS WHEREOF, the CRA, the City, and SFRTA have set their hands the day and year above written. Attest: me: Title: ed as to fogal sufficiency: ©f 35 SOUTH FLORIDA REGIONAL T' , ►ATION a, UT RITY Name:r'. Title: �` ctA\r Attest: By: OA"Name: T Title: C Acre �,- d B. Hannon erk of t i e Board Approved as to form and legal sufficiency: By: V„.4 William R. Bloom Special Counsel to the CRA By: Attest: By: Todd B. annon, CityC/Clerk Approve .-a- to firm and legal sufficien By: ictoria lendez, City Atto y y: SOUTHEAST OVERTOWN/ PARK W ST COMMUNITY REDEV OPMEN,_TT By: Clarence E`,.Woods, III Executi e Director ir-er ents\,_ By: nne-Marie Sharpe, D irector, Risk Management D partment CITY OF MIAMI, A FLORIDA MUNICIPAL CORP 0 TI • N Byc Daniel J. Alfonso, Approved as to inssr. s requirements: By: nne-Ma ' e S arpe, Director, isk Ma age ent Department 36 eaA fOL LE GAL RECYCLED PAPER OFFICE PRODUCTS& SUPPLIES an NtSAIE LEGAL canpany eel. TO REORDER CALL 954-846-9399 Exhibit "A" Description of Tri-Rail Downtown Miami Link Project 37 Tri-Rail Downtown Miami Link I Home Page 1 of 3 TRI-RAIL DOWNTOWN MIAMI LINK • Home • Project Overview • Project Details • Contact Site Navigation v Once in a Lifetime Opportunity The expansion of Tri-Rail commuter service onto the Florida East Coast Railway (FECR) corridor has been sought for decades. These efforts have evolved into the proposed Tri-Rail Coastal Link project, which would integrate the existing Tri-Rail service with new service on the FECR corridor between downtown Miami and Jupiter. While the ultimate project is still being studied and pursued, there is an exciting opportunity to extend current Tri-Rail service to downtown Miami. Fast -Track Implementation "MiamiCentral" will serve as downtown Miami's multimod-al hub, providing connections to All Aboard Florida (AAF), Tri-Rail, the existing Miami -Dade County bus system, Metrorail, and Metromover. The imminent construction of AAF's world -class MiamiCentral station has led to this exciting opportunity. Commuter service could quickly begin, with a day one ridership estimate of 2,000 per day. Project Highlights • Fast implementation with service as early as December 2017 • Opportunity to provide 26 direct trains per weekday from all points north on the existing Tri-Rail system • Smart investment in Downtown Miami's transportation and economic future • Public funds leverage private investment, free land and free rail road access, but requires a public funding commitment of $68.9 million http://www.tri-raildowntownmiamilink.com/index.html 10/28/2016 Tri-Rail Downtown Miami Link Home Page 2 of 3 Public Private Partnership The Tri-Rail Downtown Miami Link would provide a cost-effective and strategic transit solution for Miami -Dade. New service is possible by leveraging All Aboard Florida's private rail and station investment, along with the recent USDOT TIGER grant for the South Florida Rail Corridor freight connections, quiet zone funds provided by the Miami -Dade Metropolitan Planning Organization (MPO) and the region's previous investment in the Tri-Rail system. To leverage this private investment in Downtown Miami, the public is being asked to participate in the incremental construction costs for the MiamiCentral Station and new rail infrastructure to support the Tri-Rail Downtown Miami Extension. Preliminary Service Plan 124 Trains Per Weekday] cro<,mia o..x; • e.e ` 26 Trains Per Weekday t� rat tanfslr4 Iu11+a.W.L"Y) ih%1*fFBE, R4h4M Cr.., , ni&ate, • Clalx11 • _ ma Q http://www.tri-raildowntownmiamilink.com/index.html 10/28/2016 Tri-Rail Downtown Miami Link I Home Page 3 of 3 Tri-Roll Downtown Miami Link Route Simulation ce Take the tour of Tri-Rail's Downtown Miami Link route through this Google Earth simulation. The route begins just south of the Metrorail Transfer Station, where Tri-Rail trains will access the FEC tracks via the IRIS connection. The route terminates at MiamiCentral Station, which is currently under construction. The area where MiamiCentral will be located is highlighted in orange. RTJ .7 Wn9N Ve1gbY set' TRI' RAIL $norwaEastcoast 11100®7RIE9 A Florida East Coast IIAILWAY http://www.tri-raildowntownmiamilink.com/index.html 10/28/2016 LE GAL RECYCLED PAPER OFnCE PRODUCTS( M. usuEUGucomaam %O. TO REORDER CALL 954-846-9399 Exhibit "B" COMMUNITY BENEFITS AGREEMENT As a condition precedent to the receipt of the proceeds of the Special Purpose Improvement Bonds, SFRTA has agreed to enter into a community benefits agreement with the CRA which will incorporate the following provisions for the benefit of residents of the Redevelopment Area: 1, Free Ridership for low and moderate -income residents of the Redevelopment Area. For the life of the CRA, SFRTA shall provide all low and moderate -income residents of the Redevelopment Area with free monthly fare passes, subject to annual certification to confirm resident eligibility. This ridership benefit will be limited to individuals or members of households earning less than 60% of the then current median family income for Miami -Dade County, Florida Standard Metropolitan Statistical Area, including adjustment for family size. The annual certification process will be administered by the CRA. 2. Preference for permanent employment opportunities. For the life of the CRA, SFRTA shall give priority to Overtown residents for the platform jobs. 3. Continuous paid summer internship program for high school students residing with the Redevelopment Area and with highest poverty zip codes of the City of Miami. For the life of the CRA, SFRTA shall participate in a paid summer internship program for high school students residing in the above areas, which program shall be established and paid for by SFRTA with the concurrence of the CRA. 4. Discounted advertising opportunities for CRA businesses. For the life of the CRA, SFRTA shall provide businesses within the Redevelopment Area with discounted commercial advertising opportunities of not less than twenty percent (20%) for advertising within SFRTA stations and SFRTA passenger cars. 5. In -kind advertising opportunities for the Lyric Theater, the Black Police Museum and other historic sites within the Redevelopment Area. For the life of the CRA, SFRTA shall provide in -kind opportunities for "commercial events at such facilities. 6. Enhanced living wages for all permanent jobs created as a result of problem construction. During the life of the CRA, SFRTA anticipates that the platform improvements will result in the creation of not less than three (3) full-time equivalent positions and has agreed to pay a minimum of $11.53 per hour with a qualifying health benefit (as defined in Miami -Dade Code of Ordinances, as amended from time to time) or $12.83 per hour with a non -qualifying health benefit (the "Minimum Hourly Wage Rates" which Minimum Hourly Wage Rates shall be increased annually to reflect increases in the consumer price index). 38 LE GAL RECYCLED PAPER OFFICE PROMOS& LVRlES an ALL.. LEGAL canconv TO REORDER CALL 954-846-9399 Exhibit "C" Project Improvements 39 TRkRAIL OCTOBER 3, 2014 1 i 1 PHASE1 DEVELOPMENT PLANNING GROUND LEVEL FUTURE -Et) D. 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LLPLAiFM R-6" PAWNIEZANhE 10'-5' DEDICATED TRCL SPACE SHARED AAFITRCL SPACE SHARED COUNTNTRCLSPACE 0 0 0 0 CD 0 -IFPCK3 MI TRAC,C2 TRACK PROF+R1VU EVAES BUDGET CATEGORY 1 LAND Et ENTITLEMENTS 2 INFRASTRUCTURE Et SITE DEVELOPMENT 3 BUILDING CONSTRUCTION 4 FURNITURE, FIXTURES Et ACCESSORIES (FFEtA) 5 SITE IMPROVEMENTS 6 OPERATING SUPPLIES &t EQUIPMENT (OSEtE) 7 PROFESSIONAL FEES 8 PROJECT MANAGEMENT 9 FINANCE &t ADMINISTRATION 10 CONTINGENCY TOTAL: CATEGORY SUMMARY $18, 500 $499,000 $36, 674, 000 $886,000 $2,874,000 $0 $3,394,800 $0 $0 $4,284,130 $48,630,431 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 1 - LAND &t ENTITLEMENTS Pre Development Studies Pursuit Costs $0 Land Acquisition Land Allocation Brokerage Fees Due Diligence Costs Subtotal: $0 $0 $0 $0 Legal Support Costs (outside) $0 Survey Transaction Costs Appraisal $0 $0 $0 Environmental. Studies / Remediation $0 Zoning and Entitlement Costs Real. Estate Taxes Interim Property Maintenance $18,500 $0 $0 CATEGORY 1 TOTAL: $18,500 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 2 - INFRASTRUCTURE Et SITE DEVELOPMENT Permit and Fees Demo Site Earthwork Site Utilities $0 $47,000 $98,000 $275,000 Contractor Costs Suffolk Contingency General Conditions (included BR Insurance @ 1.28%) Contractor Overhead Et Profit Management Reserve Subtotal: 3.0% 7.5% 4.0% $420,000 $13,000 $32,000 $17,000 $17,000 CATEGORY 2 TOTAL: $499,000 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 3 - BUILDING CONSTRUCTION Permits Impact Fees $0 $0 General Requirements $62,000 Concrete $15,248,000 Masonry Metals Woods and Plastics Thermal /Mositure Protection Doors and Windows $229,000 $2,281,000 $131,000 $1,865,000 $3,551,000 Finishes $1,001,000 Specialties Equipment Furnishings Special Construction Conveying Sytems Mechanical Electrical Building Signage $0 $0 $0 $801,000 $1,451,000 $2,363,000 $1,716,000 $250,000 Contractor Costs Suffolk Contingency General Conditions (included BR Insurance @ 1.28%) Contractor Overhead Et Profit Management Reserve Subtotal: 3.0% 7.5% 4.0% $30,949,000 $928,000 $2,321,000 $1,238,000 $1,238,000 CATEGORY 3 TOTAL: $36,674,000 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 4 - FURNITURE, FIXTURES &t ACCESSORIES (FF&tA) Permit and Fees $o Tenant Improvement Allowances $0 Furniture 8 Fixtures $735,000 Subtotal: Tax Allowances 6.0% Freight Allowances 7.0% Installation Allowances 3.0% Subtotal: Management Reserve $735,000 $44,000 $51,000 $22,000 $117,000 $34,000 CATEGORY 4 TOTAL: $886,000 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 5 - SITE IMPROVEMENTS Permit and Fees Landscaping and Pavers Site Concrete Site Amenities Site Lighting Site Signage $o $1,794,000 $64,000 $48,000 $269,000 $250,000 Contractor Costs Suffolk Contingency General Conditions (included BR Insurance @ 1.28%) Contractor Overhead a Profit Management Reserve Subtotal: 3.0% 7.5% 4.0% $2,425,000 $73,000 $182,000 $97,000 $97,000 CATEGORY 5 TOTAL: $2, 874, 000 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 6 - OPERATING SUPPLIES a EQUIPMENT (OS&tE) I.T / Telecom Equipment Building Maintenance Equipment Kitchen Equipment Vehicles P.O.S. Equipment (Cabling) Security Systems Et Equipment Parking Systems Et Equipment Monitors Misc. Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 Subtotal: $0 CATEGORY 6 TOTAL: $0 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 7 - PROFESSIONAL FEES Architecture/ Interior Design $450,000 Associate Architect $25,000 Structural Engineering $120,000 Rail Infrastructure Engineer $400,000 Third Party Building Inspection $250,000 Threshold Inspection $200,000 MEP Engineers $190,000 Lighting Design $90,000 Vertical Transportation $35,000 Pedestrian Modeling/NFPA 103 Analysis $20,000 Landscape Architect $75,000 Civil Engineering $50,000 Fire, Life Safety, Smoke Modeling $50,000 Building Envelope/Waterproofing $25,000 Facade Access/Maintenance $10,000 ADA Consulting $15,000 IT - Telecom $0 Audio -Visual / CCTV $0 Acoustics $70,000 Wayfinding/Signage $225,000 LEED - Management $12,000 LEED - Energy Modeling $21,000 LEED - Commissioning $15,000 CM - Pre -Construction $60,000 Cost Estimating $40,000 Utility Surveying $45,000 Site Surveying $50,000 Geotechnical $35,000 Traffic Study $55,000 Construction Material Testing $175,000 Interior Design $120,000 Ticketing - Train Scheduling $50,000 Reimbursables and Travel Subtotal: $2,978,000 $297,800 Management Reserve $119, 000 CATEGORY 7 TOTAL: $3,394,800 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 8 - PROJECT MANAGEMENT Development Staff SGEtA $0 Project Management System $0 Travel a Related $0 Site Office Expense $0 Misc Project Mgmt Costs $0 Management Reserve $0 CATEGORY 8 TOTAL: $0 CATEGORY 9 - FINANCE &t ADMINISTRATION Operating Cash Reserve $0 Corporate SGEtA Allocations $0 Outside Legal Fees $0 Loan Fees Subtotal: $0 $0 Capitalized Interest Expenses $0 CATEGORY 9 TOTAL: $0 MIAMI STATION TRI RAIL BUDGET DETAIL CATEGORY 10 - CONTINGENCY Category 1 Category 2 Category 3 Category 4 Category 5 Category 7 $1,850 $48,200 $3,543,600 $85,200 $277,700 $327,580 CATEGORY 10 TOTAL: $4,284,130 ALLA BP, TRI • MP: FL • • DA RAIL LE GAL . RECYCLED PAPER OR. FROM=&= MS an ALLSTATE LEGAL COTppnY tit TO REORDER CALL 954-846-9399 Exhibit "D" Copy of City Resolution 40 City of Miami Legislation Resolution: R-15-0339 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 15-00858 Final Action Date: 7/23/2015 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCALAGENCY AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY MANAGER AND TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI ("CITY"), THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA") AND THE SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY ("SFRTA"), ALLOWING THE CRA TO CONTRIBUTE AN AMOUNT NOT TO EXCEED SEVENTEEN MILLION FIVE HUNDRED TWENTY EIGHT THOUSAND DOLLARS AND NO CENTS ($17,528,000.00) TO SFRTA FOR THE PROPOSED EXTENSION OF THE SFRTA RAIL SERVICE TO DOWNTOWN MIAMI, WITH TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID AGREEMENT. WHEREAS, the City of Miami ("City") is a duly recognized municipal corporation of the State of Florida and pursuant to Section 343.53, Florida Statutes, the South Florida Regional Transport Authority ("SFRTA") is a political agency of the State of Florida; and WHEREAS, the attached agreement is entered into upon the authority granted to the parties by Section 163.01, Florida Statutes, which permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will work the best with geographic, economic, population, and other factors influencing the needs and development of local communities; and WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") has determined that it would be in the best interest of Overtown residents, through an increase in foreign tourism dollars brought to the City as well as the facilitation of easier travel northward for Overtown residents and to relieve some of the congestion present on South Florida's busiest roadways, to have SFRTA extend its service capability to Downtown Miami from its current end in Hialeah, Florida; and WHEREAS, the CRA has, by proper resolution attached hereto and by reference made a part hereof, authorized its officer(s) to enter into this agreement and it is an express condition precedent to disbursement or payment of any funding this agreement that the funding committed by the State of Florida, Miami -Dade County, and the CRA been allocated, bound and committed; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference and incorporated as fully set forth in this Section. Section 2. The City Manager is hereby authorized {1} to execute an Interlocal Agency City of 34/ami Page 1 of 2 File Id: 15-00858 (Version: 2) Printed On: 11/4/2016 ATTACHMENTS REFERENCED IN CITY RESOLUTION ON FILE WITH CITY OF MIAMI CLERK REFERENCE FILE NO. 15-00858 FINAL ACTION DATE: 7/23/2015 LE GAL RECYCLED PAPER OFPCE KOMI=eawuFs LLSTME LEGAL mnaanY TO REORDER CALL 954-846-9399 g 1!q!gx3 Exhibit "E" Copy of CRA Board Resolution City of Miami Legislation CRA Resolution: CRA-R-15-0031 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 15-00892 Final Action Date: 7/27/2015 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR OF THE CRA TO NEGOTIATE AND EXECUTE AN INTERLOCAL AGENCY AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY OF THE CITY OF MIAMI, BETWEEN THE CITY OF MIAMI, THE CRA, AND THE SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY ("SFRTA"), ALLOWING THE CRA TO CONTRIBUTE AN AMOUNT NOT TO EXCEED SEVENTEEN MILLION FIVE HUNDRED TWENTY EIGHT THOUSAND FORTY NINE DOLLARS AND NO CENTS ($17,528,049.00) TO SFRTA FOR THE PROPOSED EXTENSION OF THE SFRTA RAIL SERVICE TO DOWNTOWN MIAMI, WITH TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID AGREEMENT. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan (the "Plan"); and WHEREAS, the attached agreement is entered into upon the authority granted to the parties by Section 163.01, Florida Statutes, which permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will work the best with geographic, economic, population, and other factors influencing the needs and development of local communities; and WHEREAS, Section 2, Goal 6 at page 11, of the Plan lists "improving quality of life for residents" as a stated redevelopment goal; and WHEREAS, the Plan at page 25, states that "[s]uccessful urban environments are supported by a variety of mobility choices, thereby affording residents the freedom to move about comfortably, whether on foot, bicycle, via transit or automobile [and] areas designed primarily around the automobile do not provide the level of mobility and access necessary to create vibrant places with an active street life;" and WHEREAS, the Plan at pages 30-36 describe the creation of rail vehicles, narrow gage rail, and a community intermodal system in the Redevelopment Area and recognize the need for the CRA to be a funding participate with the City of Miami and Miami -Dade County to support these transportation initiatives; and WHEREAS, South Florida Regional Transportation Authority ("SFRTA"), a political agency of the State of Florida, seeks to extend its rail service to Downtown Miami from its current end in Hialeah, Florida and has sought out contribution from the CRA for said extension; and City of'Miami Page 1 of 2 File Id: 15-00892 (version: 2) Printed On: 9/21/2016 File Number: 15-00892 EnactinentNmnber: CRA-R-15-0031 WHEREAS, extension of the SFRTA rail service to Downtown Miami will increase the amount of foreign tourism dollars brought to the Redevelopment Area, as well as the facilitate easier travel northward for Overtown residents for increased access to jobs for its residents; and WHEREAS, it is an express condition precedent to disbursement or payment of any funding by the CRA that funding committed by the State of Florida, Tri-Rail, the City of Miami Miami -Dade County, the OMNI Community Redevelopment Agency, and the Downtown Development Authority have been allocated, bound, committed, and authorized by their respectively required legal authorization processes; and WHEREAS, the Board of Commissioners wish to authorize the Executive Director of the CRA to negotiate and execute an Interlocal Agency Agreement, in a form acceptable to the City Attorney of the City of Miami, between the City of Miami, the CRA, and SFRTA allowing the GRA to contribute an amount not to exceed seventeen million five hundred twenty eight thousand forty nine dollars and zero cents ($17,528,049.00) to SFRTA for the proposed extension of the SFRTA rail service to Downtown Miami, with terms and conditions as more specifically set forth in said agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the Executive Director of the CRA to negotiate and execute an Interlocal Agency Agreement, in a form acceptable to the City Attorney of the City of Miami, between the City of Miami, the CRA, and SFRTA allowing the CRA to contribute an amount not to exceed seventeen million five hundred twenty eight thousand forty nine dollars and zero cents ($17,528,049.00) to SFRTA for the proposed extension of the SFRTA rail service to Downtown Miami, with terms and conditions as more specifically set forth in said agreement. Section 3. This Resolution shall become effective immediately upon its adoption. City' o/'IVilam Page 2 of 2 File Id: 15-00892 (Version: 2) Printed On: 9/21/2016 ATTACHMENTS REFERENCED IN CRA RESOLUTION ON FILE WITH CITY OF MIAMI CLERK REFERENCE FILE NO. 15-00892 FINAL ACTION DATE: 7/27/2015 LE GAL RECYCLED PAPER OFFICE PRODUCTS 8,SJPP UES an ALL -STATE LEGAL company 11 fait TO REORDER CALL 954-846-9399 Exhibit "F" Copy of SFRTA Resolution 42 SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY RESOLUTION NO. 16-05 A RESOLUTION OF THE SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY AUTHORIZING THE APPROVAL OF A REVISED INTERLOCAL AGENCY AGREEMENT BY AND BETWEEN THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, THE CITY OF MIAMI AND THE SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY; AUTHORIZING THE EXECUTION OF THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, SFRTA'S Governing Board approved an Interlocal Agreement by and between the Southeast Overtown/Park West Community Redevelopment Agency, the City of Miami and the South Florida Regional Transportation Authority on May 27, 2016 (the "Agreement"); and WHEREAS, prior to execution of the Agreement, the parties negotiated substantial changes to the Agreement that was approved by the Governing Board; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BOARD OF THE SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY THAT: Section 1. Authorization of Execution of Agreement. The Revised Interlocal Agency Agreement by and between the Southeast Overtown/Park West Community Redevelopment Agency, the City of Miami and the South Florida Regional Transportation Authority ("Agreement"), is approved in substantially the form attached as Exhibit A to this Resolution, with such changes, alterations and corrections as may be approved by the Vice Chair (the "Vice Chair"), after consultation with the Executive Director (the "Executive Director") and the General Counsel (the "General Counsel"), such approval to be presumed by the execution by the Vice Chair of the Agreement. The Governing Board authorizes and directs the Vice Chair to execute and the Secretary (the "Secretary") to attest under the seal the Agreement. Section 2. Effective Date. This resolution shall become effective immediately upon its adoption. ADOPTED this dk day of , 2016. The foregoing resolution was offered by Governing Board Member , t e y who moved its adoption. The motion was seconded by Governing Board Member ' ,et.)./t)cv, ett, and upon being put to vote, the votes were as follows: Member — Commissioner Steven L. Abrams- ,,t? Member- Andrew Frey - Member — Frank Frione - Abila Member — Nick Inamdar - /94,5e.ol Member — Gerry O'Reilly - Asa() 7— Member- F. Martin Perry- , v'j75 Member — Commissioner Tim Ryan - Member — James A. Scott - Member- Beth Talabisco- Chair — Commissioner Bru o rei' The Chair thereupon declared the resolution duly passed and adopted this 28rd day of October 2016, ATTEST L. Stolletza Executive Director (SFRTA seal) South Florida Regional Transportation Authority By: Tim Ryan Chair 28rd day of October 2016. proved as to form and 1 1 sufficiency by: y • ©IS Deldy Cienetal Counsel, SFRTA Exhibit A Revised Interlocal Agency Agreement by and between the Southeast Overtown/Park West Community Redevelopment Agency, the City of Miami and the South Florida Regional Transportation Authority SFRTA Comments 10/27/16 9:30 PM INTERLOCAL AGENCY AGREEMENT BY AND AMONG SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, CITY OF MIAMI, FLORIDA, AND SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY EFFECTIVE AS OF ,OCTOBER,,2016 _ - -( Formatted: Font: Bold TABLE OF CONTENTS Page „1, ,Recitals, Determinations, and Findings 77, 2. Public Pur oses and Communit Benefits 77, Term of Agreement and Contributions _2 SFRTA Duties ,4.1, ,Permits, Inspections, Reviews, and Approvals ,42 ,Accounting and Public Records ,4.3 ,Bank Accounts and Bank Record Inspection ,4.4 k'nnding Conditions; Funding Limitations 18, 4.5 indemnification From Construction Claims; Bonding; Liens 20 SFRTA Track, Parts and Equipment Maintenance 20 4.7 SFRTA Passel . er Train Cars 2121 4.8 Usa • e and Maintenance of Pro'ect Ca ital Facilities and Ca ital Equipment; Management of Station 1,_ _ ,Term of Agreement funding Amount; Reimbursement of Eligible Costs; CRA Contribution ssistance with Bond Validation, Notices, and A royals 17.4\'' 18 49 Minimum Standard of 0 crations 2 Formatted Formatted Formatted 3 Field Code Changed { Formatted [ Formatted Formatted FieId Code Changed I ( t 1 Formatted '1" 4 Formatted Formatted is Field Code Changed 4 Formatted Formatted 15 _ 4 Formatted 4 Field Code Changed ,17 Formatted Field Code Changed IFormatted , a Formatted " '[ Formatted Formatted kll uu 111 \1 \[ Field Code Changed "I [ Formatted I i11 Formatted Field Code Changed ••• [23] LA24]- _( ... 125] 1 (...r261) [Formatted [ ... [27] it 1 1614/ 4.10 ,Minimum Service Levels 22 4_11, ADA Compliance 23, ,4_12, SFRTA Ex ansion and Bond Financed Ca ital Facilities 2323, on -Exclusive Use and Rei uired Com Iiance 3 chedule and Manner of Reimbursements 23, 7., indemnification 25 8., Termination 26 9., Notice 28 ,10, ,Entire Agreement 29 ,11. Amendment 29 12. Term and Effective Date. Survival of Certain Obli • ations 9 13. Governing Law and Venue; Attorneys' Fees 30 Severability 30� I II I 6I III Ill 11 Formatted Field Code Changed [ ... [28] ... r29 Formatted (...[30] Formatted [ Field Code Changed [ Formatted Formatted 111[ Field Code Changed "u Formatted Formatted Field Code Changed (...[31]) [32 [-1331 Formatted ( ••• [39] (Formatted Field Code Changed Formatted Formatted Field Code Changed Formatted Formatted [ ... [46] ... [48]] ( ... j491) L 501j (••• r511 (••• [52] ( r5313 [ Field Code Changed (...j551 Formatted mr. I(„ Formatted ur,i 11,,,,[( Field Code Changed IEIf IM1r. y`° Formatted I,lie, 1.��1�•I�( Field Code Charmed Formatted ( ... [581 ( ... [591 (...160]) 1 r<n 1 15., Insurance 30 Formatted 16, ,Costs, Expenses and Fees 30, 17, Representations and Warranties of SFRTA 31 18, Waiver 31 19. Sale of Special Purpose Improvement Bonds 22 and Pledge of CRA Contribution 31 ,Community Benefits Agreement 32, 21. • : Ass' nment of CRA ContributionA ' reement 3232 22. Discrimination 33 23. No Joint Venture or Partnershi 33, 24,Interpretation ,34, 25. Paragraph Headings 34 26., No Third Party Beneficiaries 3434, Exhibits/Attachments Exhibit A — Description of the Tri-Rail Downtown Miami Link Project [OPEN, NEED EXHIBIT' Exhibit B — Community Benefits Agreement between SFRTA and CRA [OPEN, NEED CRA CHAIRMAN TO APPROVE EXHIBIT] Exhibit BC — Project Improvements [OPEN, NEED BETTER DESCRIPTION IMPROVEMENTS] Exhibit GD - City Commission Resolution No. R-15-0339, adopted July 23, 2015 Exhibit DE — Board of Directors of Southeast Overtown Park West Community Redevelopment Agency Resolution No. CRA-R-15-0034-003, adopted July 27, 2015 Exhibit E SFRTA Governing Board minutcs containing its authorization for and adoption of this Agreement adopted December 11, 2015 Exhibit F Exhibit F — SFRTA Resolution adopted , 2016 [OPEN NEED TO SEE' Exhibit G — Designated Portion of Redevelopment Area Exhibit GII — List of Funding Sources JOPEN, DOLLARS DO NOT MATCH] Exhibit RI — Project Budget [OPEN, BUDGET UNDER REVIEW' ii 11 Formatted: Font: +Body (Times New Roman), 11 pt (...F841] Field Code Changed • Formatted , \1 Field Code Changed J 1 Formatted: Font: +Body (Times New Roman), 11 pt ‘1 \1 Formatted (... 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Formatted ( ••, [9511 Exhibit IJ — Schedule of Values [OPEN, SUNDER REVIEW] Exhibit JK — Project Schedule {OPEN, NEED EXIIIBIT} Exhibit I'L - Insurance Coverage iii THIS INTERLOCAL AGENCY AGREEMENT ("Agreement") made and entered into thisas of the day of , 20 ,October, 2016, by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, fthe- "CRA"), the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (tlie�.("City"), and the SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY, an agency created by the State of Florida pursuant to F.S.A. Section 343.53 ("SFRTA"). RECITALS A. The City is a duly recognized municipal corporation of the State of Florida pursuant to the Constitution of the State of Florida and F.S.A. Chapters 15-166 and 163, Part III, with the power to authorize the issuance of capital project revenue bonds, and a public agency pursuant to F.S.A. Chapter 163, Part I. B. SFRTA is a political agency of the State of Florida created pursuant to F.S.A. Section 343.53, having the ability to carry out powers of a regional transportation authority as provided by state law and a public agency pursuant to F.S.A. Chapter 163, Part I. C. SFRTA, pursuant to its statutory authority, operates a passenger commuter rail service in South Florida known as "Tri-Rail". D. The CRA is a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with the multiple powers to carryout community redevelopment and related activities- including the awarding of grants for capital projects within the CRA's Redevelopment Area. 1 E. This Agreement is entered into upon the authority granted to the parties by F.S.A. Section 163.01, which permits local governmental units and other public agencies the abilities required to make the most efficient use of their powers by enabling them to cooperate with other localities and other public agencies on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities. F. SFRTA, the CRA and the City have determined that it would be in their mutual best interests and the best interests of the local and South Florida communities, and would serve public purposes to facilitate travel between the Redevelopment Area of the CRA, as hereinafter defined, the City, and other urban centers across South Florida to benefit community redevelopment area residents, other City residents and visitors by supporting SFRTA's extension / "T i Dail Downtown Miami T ink") ofits Tri-Railpassenger commuter rail service vthe�:-Tr-�, to Downtown Miami within the City limits and within the CRA's community redevelopment area (the-° Redevelopment Area") which Tri-Rail downtown Miami link project is more particularly described in Exhibit "A" attached hereto and made a part hereof ("Tri-Rail Downtown Miami Link Project"). G. Pursuant to the CRA's Finding of Necessity report, approved by the Board of County Commissioners of Miami -Dade County, Florida, a political subdivision of the State of Florida (the=,("County") and the City Commission of the City in February 2009 ("Finding of Necessity"_') it was determined, among other things, that structural deterioration and inadequate public transportation existed within the Redevelopment Area and the CRA has subsequently determined that the Tri-Rail Downtown Miami Linlc,Project would assist the CRA achieve some 2 of its capital improvement goals, including intermodal transportation improvements, and would serve as an integral part for carrying out the CRA's redevelopment plan. H. The CRA and the City also have determined that the Tri-Rail Downtown Miami Link Project (a) would be in the best interests of residents and businesses within the Redevelopment Area, and other City residents, and (b) would serve public purposes by (i) increasing tourism and employment opportunities _within the City and_ the Redevelopment Area, and (ii) facilitating easier travel northward for residents of the City, including residents living within the Redevelopment Area and individuals seeking access to employment, educational, and cultural opportunities, healthcare and public services. L The Tri-Rail Downtown Miami Link Project will serve public purposes by relieving some of the congestion present on South Florida's busiest roadways and by increasing positive synergies and economies of scale by connecting South Florida's local economies. J. Assisting SFRTA with certain funding for the Tri-Rail Downtown Miami Link Project will also serve multiple public purposes through a community benefits agreement (the g`Sommunity Benefits Agreement") between the CRA and SFRTA (as more particularly described in "Exhibit AB" attached hereto and made a part hereof) -for greater job training, employment, and- other economic, cultural, and educational opportunities for City residents, and for residents and businesses within the Redevelopment Area. K. All Aboard Florida Operations- LLC ("AAF") is presently advancing the _ - -( Formatted: Font: Not Bold Formatted: Font: Not Bold construction of a new, inter -city passenger rail station comprised of the All Aboard Florida railway terminal and approximately 180,000 sq. ft. of retail space (thethe 3 Miami Central Office Tower and the 2 Miami Central Office Tower (collectively. "Miami Central Station") with a taxable value estimated by AAF in excess of approximately One Hundred arid —Fifty Million and 3 No/Dollars ($150,000,000.00), which Miami Central Station will serve as forms part of the first of not less than €our{4two (2) phases off development (the Miami Central Station, together with the other phases, is collectively referred to as the "Project") withwhich Project is estimated by AAF to have a total taxable value of the improvements estimated by AAF of in excess efapproximately Four Hundred One BillionMillion and No/100 Dollars ($44400401,000,000.00) that according to the AAF estimates provided by AAF will generate sufficient tax increment revenues necessary within the Designated Portion of the Redevelopment Area (as defined below) for the CRA Contribution (as defined below) to fund an annual grant to the City to be pledged revenues for debt service necessary to underwrite the Special Purpose Improvement Bonds (as hereinafter defined)) for the Project Improvements (as defined below) located within the Redevelopment Area. L. In order to assist in the implementation of the Tri-Rail Downtown Miami Link Proiect, the CRA, the City, and SFRTA wish to facilitate the reimbursement to SFRTA of certain e1ftheallowable and eligible design and construction costs of a governmental capital improvements project for additional platform improvements to the Miami Central Station in order to accommodate the Tri-Rail Downtown Miami Link Project which governmental capital improvements (1-a) will be located entirely within the City limits and the Redevelopment Area, and (212) to consist of (i) a sixty-two thousand (62,000) square foot passenger platform and associated trackage for Tri-Rail commuter trains; (ii) a mezzanine level consisting of columns and related structures which support the Tri-Rail platform and associateassociated trackage; and (iii) rclatedonly the shared Miami Central Station capital project elements including, but not limited to, portions of elevators, escalators, support spaces, and storage areas, all as more particularly described in Exhibit "BC" attached hereto and made a part hereof, (the " Project 4 Improvements") which Project Improvements shall be the sole improvements for which the proceeds of the Special Purpose Improvement Bonds shall be expended and shall not include any future expansion or enlargement thereof):. M. SFRTA presently estimates that the required design and construction of the Project Improvements will cost approximately Fifty Million; Four Hundred Thousand Dollars and No Cents ($50,400,000.00) (the—`fEstimated Cost"). N. The City has, by proper City Commission Resolution No. R-15-0339, adopted on July 23, 2015, a copy of which is attached hereto as Exhibit "CD" and made a part hereof (the CCity Resolution"), authorized its officer(s) to enter intonegotiate and execute, subject to the approval of the City Manager and the City Attorney, this Agreement in order to accomplish the City's obligations hereunder with respect to the Special Purpose Improvement Bonds to be issued by the City or such other credit facility procured by the City in connection with the Project Improvements. O. The Board of Commissioners of the CRA pursuant to Resolution No. CRA-R-15- 003-1003, adopted July 27, 2015, a copy of which is attached hereto as Exhibit "DE" and made a part hereof (the-("CRA Resolution") has authorized its Executive Director to enter intonegotiate and execute, subject to the approval of the Executive Director and the CRA General Counsel, this Agreement in order to evidence the CRA's obligations hereunder in connection with the CRA Contribution (as hereinafter defined), which shall be utilized to pay debt service with respect to the Special Purpose Improvement Bonds to be issued by the City. P. SFRTA, the CRA, and the City understand and acknowledge that, pursuant to the terms of the -existing interlocal agreements among the City, the County, and the CRA, as a eondition-the CRA is required to the CRA's ability to makcobtain both City and County approvals 5 of (i) the CRA Contribution approval(s) by the City and the County of the CRA Contribution required and, and (ii) the CRA's annual budgeting for and appropriation of necessary payments to fund the CRA Contribution to be applied toward the repayment of the Special Purpose Improvement Bonds issued by the City mu.A be obtained from the City and the Countyor other credit facility. Q. SFRTA has, by proper authority of its Governing Board pursuant to resolution Resolution No. 16-05 adopted 20150ctober 28, 2016, a copy of which is attached hereto as Exhibit "EF" and made a part hereof (t1ie-° SFRTA Resolution"), authorized its officers to enter into this Agreement in order to accomplish SFRTA's obligations hereunder in connection with the Project Improvements, the Special Purpose Improvement Bonds and authorizing the officers to enter into the Community Benefits Agreement contemplated by this Agreement. R. It is an express condition precedent to disbursement of any of the proceeds of the Special Purpose Improvement Bonds or other credit facility to SFRTA under this Agreement that: (ia) the funding committed by, SFRTA, the County, the Bayfront Park Management Trust ("BPMT"), the OMNIOmni Redevelopment District Community Redevelopment Agency ("Omni CRA"), and the Downtown Development Authority ("DDA"), and the separate funding by the City have been memorialized and their respective agreements approved and executed in accordance with each agency's or entity's required legal authorization processes includes all in the amounts reflected in the Project Budget, as hereinafter defined; (b) the Special Purpose Improvement Bonds have been validated and (iiissued or, in the alternate, such other credit facility has been procured by the City; and (c) that SFRTA has executed the Community Benefits Agreement with the CRA. 6 S. The City, the CRA, and SFRTA intend (a) in order to comply with Article VII, Section 10 of the Constitution of the State of Florida ("Constitution"), that the proceeds of the Special Purpose Improvement Bonds shall be used solely for the Project Improvements which constitute governmental capital improvements owned by SFRTA and located within the City's corporate limits and within the Redevelopment Area and shall be used solely for reimbursement to SFRTA of the design and construction of the Project Improvements and shall specifically exclude any legal, lobbying, operational, maintenance, or financing costs, and shall also specifically exclude any expansion of the Project Improvement areas and components from those described in Exhibit (the "Eligible Costs"); and (b) the costs of issuance in connection with the Special Purpose Improvement Bonds— or such other credit facility. For purposes of clarification, the term "financing costs," as described hereinabove, refers to such interest charges incurred by SFRTA for such 3`d party debt obligation necessary to underwrite the cost of the Project Irnprovernents through the date of the issuance of the Special Purpose Improvement Bonds or the origination of such other credit facility by the City, which costs the parties agree do not constitute an Eligible Cost. NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City, CRA and SFRTA agree as follows: 1. Recitals, Determinations, and Findings. The foregoing recitals, determinations, and findings are hereby acknowledged as true and correct, and are incorporated herein by reference. 2. Public Purposes and Community Benefits. The public purposes of this Agreement include, but are not limited to: (a) increasing the general welfare of the residents of the 7 Redevelopment Area and businesses within the Redevelopment Area, (b) alleviating the attendant burden on the City's economy and the CRA's economy and quality of life caused by traffic congestion, (c) facilitating travel between the Redevelopment Area, the City, and other urban centers across South Florida to benefit Redevelopment Area residents, other City residents and visitors by supporting SFRTA's Tri-Rail Downtown Miami Link Project within the City limits and , - within the Redevelopment Area, (d) encouraging increased tourism and increased opportunities for employment to be brought to the City and to the Redevelopment Area, (e) facilitating easier travel northward for residents within the Redevelopment Area, other City residents, and individuals seeking access to employment, educational, and cultural opportunities, healthcare and public services, (f) increasing positive synergies and economies of scale by connecting South Florida's local economies, and (g) providing for community benefits which will be derived from the Community Benefits Agreement for greater job training, employment, and other economic, cultural, and educational opportunities for City residents and residents within the Redevelopment Area, and local businesses within the Redevelopment Area,, and (h) providing recitals, determinations, and findings in connection with the validation and issuance of the Special Purpose Improvement Bonds or such other credit facility and the continuing compliance obligations of SFRTA, the CRA, and the City. 3. Term of Agreement and Contributions. 3.1 Term of Agreement. The term of this Agreement shall terminate upon the retirement (whether through maturity, defeasance, or other complete and final payment) of the Special Purpose Improvement Bonds, or such other credit facility procured by the City. This Agreement is also subject to earlier termination otherwise through the provisions of Sections 3.2, 3_3 and 8 below, or through any other earlier termination provision of this Agreement. 8 3.2 Funding Amount; Reimbursement of Eligible Costs—; CRA Contribution. In order for the City to issue the Special Purpose Improvement Bonds, SFRTA shall proms Behave provided the City and the CRA written notice that the, with supporting written documentation that the Tri-Rail Downtown Miami Link Project Improvernent3 have has been substantially completed, as evidenced by either a temporary or permanent certificate of occupancy ("C.O."), and areis operational; and that-(c) portions of the the Miami Central Station .is —shall have been substantially completed, as evidenced by a C.O., and that the stationsaid improvements arc listed aacomprising the completed portions of the Miami Central Station or other improvements comprising the Project shall be assessed on the County Property Appraiser's tax rolls Ethein an amount not less than One Hundred Fifty Million and No/100 Dollars ($150,000,000.00) (collectively "Bond Issuance Conditions"). Not later than Within twelve (12) months followingof the City and the CRA's receipt of written notice from SFRTA of the satisfaction of the Bond Issuance Conditions, the City willshall utilize commercially reasonable efforts to issue special purpose improvement bonds, and validato, if necessary, that have been validated by the Circuit Court of the l 1th Judicial Circuit of Florida or procure an alternate credit facility ("Special Purpose Improvement Bonds") in the principal amount notnecessary to exeeedproduce Seventeen Million Five Hundred Twenty -Eight Thousand Forty -Nine and No/100 Dollars ($17,528,049.00) plus the costin net proceeds after payment of costs of issuance (the "Funding Amount"). The,Special Purpose Improvement Bonds") which shall be supported solely by a pledge by the CRA to the City (the ""'—� ged Re of the tax increment revenues the u€R G n rih••tiou"` actually received by the CRA ("Pledged Revenues") derived solely from the improvements comprising the Project, excluding land value, assessed under the tax foliofolios number listed on Exhibit "FG" attached hereto and made a part hereof (die-- `Designated 9 Ror-tienPortions of the Redevelopment Areal"), as such folio numbers may be adjusted from time to time, after deducting therefrom-(i: (a) the payments the CRA is required to make to the City and the County under the terms of the Interlocal Agreement between the City, the County, the CRA and the Omni CRA dated as of December 31, 2007 (t e "(`Global Agreement"); (14h) allocation of administrative charges imposed by the County and the City (but not administrative charges associated with the operation of the CRA); (ii-ic) all allocable charges and/or payments to or for the benefit of the Children's Trust; (i-d) adjustment to the assessed value made by the City and/or the County as a result of challenges made to the assessed value; and (ve) all payments the City and/or the CRA is required to make, if any, with respect to the loan (the- ("Gran Central Loan") evidenced by that Loan Agreement dated January 20, 1988 ("Gran Central Loan Agreement") by and between Gran Central Corporation, a Florida corporation and the City -(the Notwithstanding the foregoing, theuntil such time that the Pledged Revenues derived from the Designated Portion of the Redevelopment Area generate a sufficient CRA Contribution from the Pledged Revenues for, as hereinafter defined, to provide the debt service coverage ratio required in connection with the first two annual grants to the City after the rs uancemarketing and sale of the Special Purpose Improvement Bonds and the Pledged Revenues shall be based upon the tax increment revenues actually received by the CRA from the entire Redevelopment Area after deducting-(i: (a) the payments the CRA is required to make to the City and County under the Global Agreement; (iib) allocation of administrative charges imposed by the County and the City (but not administrative charges associated with the operation of the CRA); (iiip) all allocable charges and/or payments to or for the benefit of the Children's Trust; (ivd) adjustment to the assessed value made by the City and/or the County as a result of challenges made 10 to the assessed value; (ve) debt service payments the CRA is required to make with respect to any outstanding bonds now existingpreviously issued by the CRA; (cif) grant payments to be made by the CRA to the City with respect to Gibson Park; (v-Iig) grant payments to be made by the CRA to "Mama Hattie" as required by the Global Agreement, if any; (viiih) grant payments to be made in connection with Town Park community, if any; (ixi) payments to be made to MDM DevelopmentP&G Investors, LLC in connection with the Convention Center Economic Incentive Agreement, if any; (x) (j) any payments required to be made by the CRA under the Miami World Center Economic Incentive Agreement, if any, and (x-ilk) all payments the City and/or the CRA i-sare required to make, if any, with respect to the Gran Central Loan evidenced by the Gran Central Loan Agreement, but in no event shall (collectively, the total amount "Existing CRA Obligations"). The CRA's annual contribution of the Pledged Revenues (`. RA Contribution; - - shall be limited to the dur.�s uch t (2) oa ed the debt nts � becoming due during such two (2) year period underamount of the Pledged Revenues actually received by the Special Purpose Improvement Bonds. The CRA Contribution is to be applied solely to pay debt serviooCRA which amount shall not exceed the total amount necessary to pay annual principal and interest costs on the Special Purpose Improvement Bonds in an amount not to exceed Seventeen Million Five Hundred Twenty Eight Thousand Forty Nine and No/100 Dollars ($17,528,059.00).through maturity. SFRTA and the City acknowledge that the Pledged Revenues will be the only revenues of the CRA utilized to repay the Special Purpose Improvement Bonds. The Special Purpose Improvement Bonds shall be a recourse obligation of the City supported by the Pledged Revenues. To the extent the Pledged Revenues are not sufficient t repay the Special Purpose Improvement Bonds the City will pay the shortfall of the Plcdgcd 11 Revcnucs.SFRTA acknowledges that the CRA has provided SFRTA access to its books and records with respect to the existing tax increment revenues currently derived from the Redevelopment Area and the information regarding the Existing CRA Obligations to enable SFRTA to make its own independent determination as to whether upon completion of the Miami Central Station there will be sufficient tax increment revenues to underwrite the anticipated annual debt service on the Special Purpose Improvement Bonds when issued to provide the Funding Amount. The CRA covenants to the City and SFRTA that it will not further encumber or pledge the tax increment revenues generated from the Redevelopment Area prior to the issuance of the Special Purpose Improvement Bonds. Upon (i) completion of construction of the Project Improvemont:,The Special Purpose Improvement Bonds shall be non -recourse obligations of the City and the CRA supported solely by the Pledged Revenues. The Special Purposes Improvement Bonds and the indebtedness represented thereby shall be limited obligations of the City secured solely by the Pledged Revenues in the manner and to the extent provided for in this Agreement and shall not be deemed to constitute a general or moral indebtedness or pledge of the full faith and credit of the City, the CRA, the County, the State of Florida or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation. Neither the City, the CRA, the County, the State of Florida, nor any other political subdivision of thereof shall be compelled to levy any additional taxes for payment of the Special Purpose Improvement Bonds. SFRTA, the City and CRA acknowledge and agree that if for any reason at or prior to the issuance of the Special Purpose Improvement Bonds, the City Manager and City's financial advisor determine that the Pledged Revenues are not sufficient to market and sell Special Purpose Improvement Bonds, on commercially available terms and in a principal amount resulting in net 12 proceeds equivalent to the Funding Amount, then SFRTA, in its sole discretion, may elect to extend the issuance date of the Special Purpose Improvement Bonds, for a period of not more than thirty-six (36) months. In the event SFRTA elects not to defer the City's issuance of the Special Purpose Improvement Bonds, then SFRTA may: (i) elect to terminate this Agreement in which event this Agreement shall be of no further force and effect and the parties released from all obligations under this Agreement; or (ii) agree to a reduction to the principal amount of the Special Purpose Improvement Bonds to an amount determined by the City's financial advisor and the City Manager to be appropriate to procure the sale of the Special Purpose Improvement Bonds, on commercially available terms which generate net proceeds in an amount nearest to the Funding Amount. The obligation of the City to pay to SFRTA the net proceeds of the Special Purpose Improvement Bonds pursuant to this Agreement to reimburse SFRTA for the costs incurred by SFRTA to pay for Eligible Costs of the Project Improvements shall be limited to the net proceeds of the Special Purpose Improvement Bonds actually issued by the City (excluding cost of issuance thereof) and if the amount of the Special Purpose Improvement Bonds is reduced, the payments to SFRTA under this Agreement shall also be reduced. Upon the satisfaction of the Bond Issuance Conditions, SFRTA shall provide to the City and the CRA any and all documents the City and the CRA may reasonably request to establish the actual amount of the Eligible Costs incurred by SFRTA in connection with the Project Improvements. The amount of the Special Purpose Improvement Bonds issued by the City, excluding the cost of issuance, shall not exceed thirty five percent (35%-) of the Eligible Cost:, and for required continuing compliance for the Special Purpose Improvement Bonds. Upon approval by the City and the CRA of the actual amount of the Eligible Costs incurred by SFRTA in connection with the Project Irnprovernents and for required continuing compliance for the Special 13 Purpose Improvement Bonds, the City shall pay to SFRTA the approved amount of the Eligible Costs incurred by SFRTA in connection with the Project Improvements up to the lesser of (a) the amount of the approved Eligible Improvements; or (b) the net proceeds of the Special Purpose Improvement Bonds. The CRA shall make annual gran -Ube CRA Contribution annually to the City in the amount of the Pledged Revenues to pay the annual debt service on the Special Purpose Improvement Bonds, up to the annual amount of the Pledged Revenues. The obligation of the CRA to paymake annual CRA Contribution to the City to pay debt service on the Special Purpose Improvement Bonds up to the annual amount of the Pledged Revenues will continue until the earlier to occur of (ia) the payment in full of the Special Purpose Improvement Bonds; fiior (b) the expiration of the life of the CRA which is currently scheduled to occur on March 31, 2030, as same may be extended; or (iii) the annual grants from the CRA to the City of the Pledged Revenue total Seventeen Million Five Hundred Twenty Eight Thousand Fifty Nine and No/100 Dollars ($17,528,059.00)., The CRA shall only be responsible for fundingobligated to fund the CRA Contribution to the extent of the Pledged Revenues and, except for the Pledged Revenues, the CRA is not obligated to utilize any other revenues to fund the CRA Contribution or otherwise pay debt service in connection with the Special Purpose Improvement Bonds. The CRA represents to SFRTA that based upon the existing TIP Revenues derived from the Redevelopment Area and the new TIF Revenues SFRTA and AFF anticipate will be generated from the Project, the anticipated Pledged Revenues would appear to be sufficient to support the Special Purpose Improvement Bonds when issued. 14 SFRTA acknowledges -that, warrants, represents, and covenants that (a) it shall use the proceeds of the Special Purpose Improvement Bonds only to reimburse Eligible Costs incurred by SFRTA in connection with the construction of the Project Improvements within the Redevelopment Area; and (b) it has reviewed the projections of the Pledged Revenues prepared by AFF that are anticipated to be generated from the Project, which projections were not prepared or approved by the City; or the CRA and SFRTA acknowledges that it is relying upon saehthe projections prepared by AFF in entering into this Agreement without representation or warranty on the part of the City and the CRA as to their accuracy. 3.3 Assistance with Bond Validation, Notices, and Approvals. SFRTA, the CRA, and the City each acknowledge; and agree and understand (a) that any Special Purpose Improvement Bonds to be issued by the City will be subject to obtaining an affirmative bond validation final order through the courts and processes governed by the Constitution and laws of the State of Florida (collectively, "Bond Validation°) "). Following the Effective Date of this Agreement, the City agrees to use all reasonable efforts to promptly proceed to City Commission to obtain authority to file a complaint for validation of the issuance of the Special Purpose Improvement Bonds, the pledge of the Pledged Revenues by the CRA and Elbthe payment by the CRA of the CRA Contribution to the City to pay debt service on the Special Purpose Improvement Bonds, and the use of the proceeds of the Special Purpose Improvement Bonds, and the use of the proceeds of the Special Purpose Improvement Bonds to reimburse Eligible Costs incurred by SFRTA in connection with saehthe construction of the Project Improvements. In connection with the Bond Validation, the Board of Commissioners of the CRA, the City Commission, ar4erthe County Commission, and/or SFRTA Governing Board, as and if applicable at such time, may be required to provide public notices and budgetary and bond 15 authorization approvals at time of need._ Accordingly SFRTA, the CRA, and the City hereby agree to assist and undertake to the best of their respective abilities and as required and necessary to assist each other with such Bond Validation in order to carry out and effectuate the CRA Contribution to pay debt service with respect to the Special Purpose Improvement Bonds and the issuance of the Special Purpose Improvement Bonds by the City. SFRTA shall undertake and/or shall cause to be undertaken as necessary, all of itsthe requirements for the Eligible Costs of the Project Improvements to constitute a governmental capital project. The CRA and the City, shall undertake and/or shall cause to be undertaken all of their respective requirements necessary for the Eligible Costs of the Project Improvements to constitute a governmental capital project and a community redevelopment project in accordance with the CRA's community redevelopment plan, pursuant to F.S.A. SectionPart III, Chapter 163:3-7O, Florida Statutes, as amended. Before beginning anyPrior to the filing of the City's Bond Validation Pre complaint for the Special Purpose Improvement Bonds to fund the Eligible Costs, (a) the City and the CRA shall obtain a professional, independent third party study, review, and report of the proposed TIF Revenue and proposed Pledged Revenue and (b) SFRTA will, upon request of the City obtain updated certified written assurances necessary to the Bond Validation proceedings regarding physical construction of the Project Improvements and the Eligible Costs and from the other parties providing funds for the Project Improvements with remaining outstanding funding obligations for the Project Improvements at such time, which, which independent third party study, review, and report and which certified written assurances shall become part of the Bond Validation court proceedings and records. The parties understand that such written assurances may also include any necessary approvals by the County. 16 As a material inducement to the City to institute Bond Validation proceedings for the Special Purpose Improvement Bonds to fund a portion of the Eligible Costs, SFRTA hereby agrees that if (a) the Project Improvements are eventually financed in their entirety with the funds from sources other than the Special Purpose Improvement Bonds, (b) SFRTA fails to initiate physical construction of the Project Improvements within two (2) years of the date of execution of this Agreement and this Agreement is terminated, or (c) the construction of the Project Improvements aseis abandoned, then SFRTA will, to the extent permitted by law, reimburse or indemnify the City and the CRA from legally available revenues of SFRTA for the reasonable costs and expenses (including legal fees) directly related to the Bond Validation proceedings. 4. SFRTA Duties. In accordance with the City Resolution and the CRA Resolution, SFRTA will(a) shall use the monies providedproceeds of by the Special Purpose Improvement Bonds solely to pay a portion of the finance Eligible Costs incurred in connection with the construction of the Project Improvements within the Redevelopment Area and (b) shall comply with the terms of the Community Benefits Agreement. 4.1 Permits, Inspections, Reviews, and Approvals. SFRTA intends to preexrehas entered into a development agreement ("Development Agreement") with AAF for the design and construction of the Project Improvements as a sole source by entering into a contract Station._ SFRTA shall ensure that AAF, on behalf of SFRTA, obtains any and all necessary permits and public agency approvals, inspections, reviews, and other approvals associated with the design and construction of the Project Improvements. 4.2 Accounting and Public Records. SFRTA understands and agrees that the Code of the City of Miami, as amended ("City Code") contains continuing compliance, public 17 records, safe keeping, and disclosure requirements for this Agreement as a government contract under Florida law. SFRTA will be responsible for separately accounting for monies received from the City, in accordance with the General Accepted Accounting Principles ("GAAP") and the Governmental Accounting Standards Board ("GASB2) ") and as required in connection with the use of the proceeds of the Special Purpose Improvement Bonds. SFRTA shall establish and maintain a separate account for receipt and distribution of the proceeds of the Special Purpose Improvement Bonds. SFRTA understands and agrees that (a) it shall comply with all applicable requirements in Chapter 119, Florida Statutes, also referred to as the "Florida Public Records Law", and (b) shall, as applicable and if applicable, cause its contractors and subcontractors for the Project Improvements being funded by the Special Purpose Improvement Bonds comply with all applicable requirements in the Florida Public Records Law.- and as required in connection with the use of the proceeds of the Special Purpose Improvement Bonds. 4.3 Bank Accounts and Bank Record Inspection. SFRTA will permit auditors from the City to inspect its bank records and accounts containing the Eligible Costs. SFRTA will allow access to these records and accounts from the initiation of the Project Improvements until five (5) years after the Project Improvements are cotnpleted, or such longer period of time as required by the terms and conditions of any bond validation, bond resolution, trust indenture, or other controlling documents governing the terms of the Special Purpose Improvement Bonds proposed to be issued by the City to fund the Eligible Costs. 4.4 Funding Conditions; Funding Limitations ; Funding Apportionment to Public Project Areas within the Redevelopment Area. The CRA, the City and SFRTA agree that this Agreement shall be conditioned upon approval of all applicable agreements for the Project Improvements including: (4a) the sole source agrccmcntDevelopment Agreement between AAF 18 and SFRTA for the Project Improvements; (-rb) the loan agreement between an AAF affiliate or other third -party lender and SFRTA for a loan for the costs of some of the Project Improvements; (iiic) the agreement among AAF, FECR, and SFRTA for the Project Improvements and the operations and maintenance of the FECR corridor; (ivd) a separate agreement with FECR (if necessary) for the rail infrastructure improvements; and (ye) all other funding amounts by the other funding partners and SFRTA for the Project Improvements costs as reflected in the Project Budget. Due to the contemplated potential Bond Validation and issuance of Special Purpose Improvement Bonds, SFRTA shall also provide to the CRA and the City evidence of (a) the approval by SFRTA's Governing Board of the amount of any SFRTA contributions to the costs of the Project Improvements. A listing of funding sources and Project Improvement costs is reflected on Exhibit "GH" attached hereto and made a part hereof (the(`Funding Sources:") and (b) the apportionment of all amounts and funding sources to the public Project Areas for Eligible Costs of the Project Improvements within the Redevelopment Area. In the event that AAF fails to initiate physical construction of the Project Improvements (the term "physical construction" does not include the preparation of construction documents or permitting of the same for the Project Improvements) within two (2) years of the date of execution of this Agreement, then this Agreement shall be null and void. To assist the CRA and the City in compliance with IRS Regulationsthe requirements of the Internal Revenue Code of 1986, as amended (the "IRS Code"), the Treasury Regulations promulgated thereunder (collectively with the IRS Code, the "IRS Regulations"), and the bond validation, SFRTA invoices for reimbursement of the Eligible Costs of the Project Improvements will, to the extent practicable, be submitted for strictly public portions of the Project Improvements, and where not practicable and such invoices for reimbursement must necessarily 19 cover shared infrastructure, then SFRTA will identify in the invoice the percentage of shared infrastructure that is public and include only the amounts associated with or allocated to the public portions for inclusion in the Eligible Costs. 4.5 Indemnification From Construction Claims; Bonding; Liens. SFRTA and its agents, contractors, assigns, servants and representatives will not hold the CRA or the City, and any of the City's and the CRA's respective officials, officers, employees, agents, contractors, assigns, servants, and representatives, responsible for any contractual claims, delay claims, claims for or change orders, supplemental or additional work, and/or any other claims whatsoever that are related to or arises by or are connected with any work, materials, equipment, supplies or services that occur during construction of the Project Improvements. SFRTA agrees that it shall comply with the requirements of Section 255.05, Florida Statutes. SFRTA acknowledges and agrees that because the Project Improvements are potentially being reimbursed by the CRA and/or the City through a potential governmental capital project Bond Validation and Special Purpose Improvement Bonds issuance process for which preservation of the public capital asset is a paramount public requirement, SFRTA shall comply with Section 255.05, Fla. Stat. SFRTA will not allow any Mechanics Liens or other statutory or common law liens to attach to the Project Improvements which are publicly owned. Further, SFRTA shall use diligent, good faith efforts to seek the removal or release of any Mechanics Liens or other statutory or common law liens which may have been attached to non -publicly owned Project Improvements that may result in the disruption of the Tri-Rail Downtown Miami Link service to the Miami Central Station. 4.6 SFRTA Track, Parts and Equipment Maintenance. SFRTA, its agents or contractors will be responsible for maintaining railroad tracks and all materials, parts, or other equipment used in conjunction with the development and operation of the proposed Project 20 Improvements at the Miami Central Station. The CRA and the City will not be responsible for any failure to adhere to any applicable federal, state, or local law, code, or regulations as any of those pertain to the track, parts, and equipment used in developing and operating the Tri-Rail Downtown Miami Link Project. 4.7 SFRTA Passenger Train Cars. The CRA and the City are not responsible for funding SFRTA operations and maintenance of SFRTA's facilities and passenger train cars operating as part of the Tri-Rail Downtown Miami Link Project. 4.8 Usage and Maintenance of Project Capital Facilities and Capital Equipment; Management of Station. SFRTA shall ensure that all of the capital facilities and capital equipment, if any, comprising the Project Improvements that are funded by the Special Purpose Improvement Bonds are used and maintained by SFRTA, its agents, contractors, and subcontractors in such manner as necessary to comply with Federal Railroad Administration ("FRA") rules, regulations, and standards, including those set forth in Title 49, Subtitle B, of the Code of Federal Regulations ("CFR") (collectively, the "FRA Regulations"). SFRTA further agrees that if i.() the City issues Special Purpose Improvement Bonds to fund the reimbursement to SFRTA for Eligible Costs of the Project Improvements whereby the interest to be paid on such Special Purpose Improvement Bonds is to be treated as not includable inexcludable from the gross income of the holders of such bendsSpecial Purpose Improvement Bonds for federal income tax purposes, and (44b) SFRTA determines to enter into a management contract or other arrangement with any non -governmental party for the operation of its Tri-Rail station within the Tri-Rail Downtown Miami Link Project, then SFRTA will comply with the requirements of the applicable U.S. Internal Revenue Service Code, as amended, statutory provisions, revenue procedures, rule., and regulations (collectively, `IRS Regulationswith respect to such management contract or , - 21 other arrangement to preserve or maintain the tax-exempt status of such Special Purpose Improvement Bonds. Additionally SFRTA shall comply with (a) all applicable continuing disclosure requirements of the United States Securities and Exchange Commission regarding the Special Purpose Improvement Bonds and (b) all applicable continuing requirements of the bond validation. 4.9 Minimum Standard of Operations. SFRTA will operate and maintain the Tri-Rail passenger commuter rail service in compliance with the applicable FRA Regulations, as well as all other applicable federal, state, and local laws, as the same may be amended from time to time. 4.10 Minimum Service Levels. Throughout the term of this Agreement, SFRTA shall operate not less than: (ia) twenty-six (26) weekday passenger trains to the Miami Central Station with a cumulative passenger capacity of not less than 9,750 passengers per day; and (jib) sixteen (16) weekend/holiday passenger trains into the Miami Central Station with a cumulative passenger capacity of not less than 6,000 passengers per weekend day/holiday (collectively, the "Minimum Service Level"). Reductions to the Minimum Service Level during the term of this Agreement shall be presented by SFRTA to the Board of Commissioners of the CRA and the City Commission for their respective considerations and requested approvals when information presented by SFRTA evidences) reduced ridership demand for the Tri-Rail Downtown Miami Link service of greater than ten percent (10%) over any five (5) year period; or (i412) reduction in annual operating support greater than ten percent (10%) over the prior year's budget from public funding sources and all other funding sources which necessitate service reductions. The Minimum Service Level will be restored when necessary funding is restored. 22 4.11 ADA Compliance. SFRTA shall ensure that the Project Improvements comply with the requirements of the Americans with Disabilities Act. 4.12 SFRTA Expansion and Bond Financed Capital Facilities. SFRTA understands and agrees that Eligible Costs of the Project Improvements specifically exclude any expansion of the Project Improvements areas and components from those presented in Exhibit RC. SFRTA additionally understands and agrees that should any need arise for any expansion of such Project Improvements areas and components, there may be additional requirements for approvals by Bond Counsels, Disclosure Counsels, the City Commission, the Board of Commissioners of the CRA, and any credit enhancer, trustee, or paying agent for the Special Purpose Improvement Bonds issued to fund Eligible Costs of the Project Improvements. 4.13 Other Citizen Notifications. SFRTA hereby covenants and agrees that it shall at all times assist the City and the CRA with necessary notifications to the public. 5. Non -Exclusive Use and Required Continuing Compliance. SFRTA hereby covenants and agrees that it will, at all times, provide members of the general public with access to the Project Improvements in order to facilitate their access and use of the Tri-Rail Downtown Miami Link service: and as otherwise required for continuing compliance with the bond validation order and IRS Regulations as applicable. 6. Schedule and Manner of Reimbursements. SFRTA has furnished the City and the CRA with the project budget for the Project Improvements which is attached and incorporated herein as Exhibit "I4" (the "I" ("Project Budget"). SFRTA shall furnish the City and the CRA with any and all revisions to both the Project Budget and any and all revisions to the the Funding Sources. SFRTA shall also furnish to the City and the CRA a schedule of values which is attached hereto and incorporated herein as Exhibit "IF ("Schedule of Values") and a construction 23 schedule which is attached hereto and incorporated herein as Exhibit "J" (the "I{" ("Project Schedule") identifying monthly design and construction milestones and the anticipated construction expenditures payout schedule for such milestones for the Project Improvements. SFRTA shall promptly provide to the City and the CRA with any future amendments to the Schedule of Values and/or the Project Schedule: in writing. SFRTA acknowledges that the City may be required to seek written advice from Bond Counsel and/or Disclosure Counsel regarding such changes, revisions, and amendments. Reimbursements to SFRTA from the Special Purpose Improvement Bonds for Eligible Costs by the City shall be based upon invoices for actual services rendered and actual and necessary capital project supplies, materials, and equipment purchased provided by SFRTA accompanied by copies of paid AAF, contractor and subcontractor invoices and lien waivers upon completion of the Project Improvements (the -Reimbursement Request"). A proper invoice as defined by F.S.A. Section 218.72(8) must be submitted before payment request to the City Manager or his/her authorized designee. The Reimbursement Request shall also include a copy of all payments made to contracted firms in connection with completion of the Project Improvements. The timing for the City's reimbursement of Eligible Cost notwithstanding, SFRTA will submit proper invoices monthly to the City for its review and approval so that such approvals may be obtained concurrently with the approvals of the other payment shall be upon the completion of the Project Improvements and submittal of a Reimbursement Request from SFRTA as set forth above, it being agreed that the invoice:, previously reviewed and approved by the City. 24 Notwithstanding the fact that payments for Eligible Costs will not be made to SFRTA under this Agreement until after the issuance of the Special Purpose Improvement Bonds, SFRTA shall submit Reimbursement Request, including all required back-up, to the City and the CRA on a monthly basis for its review and approval in lieu of waiting for completion of the Project Improvements. Promptly after the execution of this Agreement SFRTA shall submit to the City and the CRA a Reimbursement Request for all work performed with respect to the Project Improvements prior to the execution of this Agreement for approval by the City and the CRA. Thereafter SFRTA shall submit to the City and the CRA for approval Reimbursement Requests on a monthly basis. All Reimbursement Requests shall be subiect to the approval of the City and the CRA which approval shall not be unreasonably withheld and which approval shall be deemed given if the City and the CRA do not object to any Reimbursement Request within thirty (30) days after receipt. If either the City or the CRA objects to a Reimbursement Request within the thirty (30) day period the City the CRA and SFRTA shall utilize their good faith efforts to address the objections to the Reimbursement Request. 7. Indemnification. To the extent permitted by the laws of the State of Florida, SFRTA shall indemnify, defend, release, and hold harmless, at its sole cost and expense, the CRA, the City, and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the CRA, the City, or their respective officers, employees, agents, or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature, whether contractual or otherwise, arising out of, relating to or resulting from the negligent or wrongful acta e€performance of this Agreement by SFRTA or its officers, employees, agents, servants, partners, 25 principals, or subcontractors. In no event shall the City and the CRA be liable or responsible for any and all contractual, injury, loss, destruction, or damage claims to the Project Improvements funded, in part, by the proceeds of the Special Purpose Improvement Bonds, nor shall the City and the CRA be liable for any and all contractual, injury, loss, destruction, or damage claims resulting from the operation and/or maintenance of the Tri-Rail Downtown Miami Link service at Miami Central Station. This indemnification by the SFRTA shall not apply to negligent acts or omissions of the CRA, the City, or their respective officers, employees, officials, agents, servants, partners, principals, or subcontractors. SFRTA shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the respective names of the CRA and the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. SFRTA expressly agrees and understands that any insurance protection it provides shall in no way limit the responsibility to indemnify, keep, release, and save harmless and defend the CRA, the City, and their respective officers, employees, agents and instrumentalities as herein provided. 8. Termination. This Agreement may be terminated by any party, upon the grounds and after the procedures provided herein. Any party may terminate this Agreement for cause and upon transmittal of written notice to the other party as provided below. "For cause" shall mean any of the following actions: (ia) a substantial failure by SFRTA to perform the delegated duties in accordance with this Agreement over a period of more than one (1) year;; or (iib) a failure of any party to comply with a material term, condition, provision, limitation, or stipulation applicable to its performance of or duties provided for in this Agreement, following written notice of default by the other party which is not cured within one hundred and eighty (180) days of receipt of such notice; (iii)or (c) by the City or CRA in the event of SFRTA's failure to initiate physical 26 construction of the Project Improvements on or before the second (2nd) anniversary date of the execution of this Agreement; pr di d) by any party in the event of a failure by eitherany party to ; - -{ Formatted: Not Strikethrough comply with any applicable Federalfederal, State, Miami -Dade County, or City of Miami Laws, Ordinances, Rules, Regulations, or Codes governing its duties, performance, activities or conduct under this Agreement for which a cure is not commenced within one hundred and eighty (180) days of receipt of such notice; or (v) failure by the City to issue the Special Purpose Improvement., Bonds within the timo period specified heroinabove or (e) by SFRTA if the City fails to issue the Special Purpose Improvement Bonds, including procuring their validation, within twelve (12) months from receipt of written notice from SFRTA that the Bond Issuance Conditions have been satisfied, unless such issuance date is extended by SFRTA in its sole discretion, or thereafter, tender payment of the bond proceeds to SFRTA within thirty (30) days of the issuance of the Special Purpose Improvement Bonds; by SFRTA if City fails to obtain an alternate credit facility to the Special Purpose Improvement Bonds within twelve (12) months from receipt of written notice from SFRTA that the Bond Issuance Conditions have been satisfied, unless such issuance date is extended by SFRTA in its sole discretion, or, thereafter, tender payment of the proceeds from the alternate credit facility to SFRTA within thirty (30) days of the closing date of such credit facility; by SFRTA if the City fails to issue Special Purpose Improvement Bonds or procure such alternate credit facility on commercially available terms which would yield net proceeds equivalent to the Funding Amount.. The aforementioned cure periods shall be adjusted or tolled for a reasonable period of time not to exceed thirty (30) days from the end/conclusion of a Force Majeure Event. A "force Majeure Event" shall mean any event or condition beyond the control -- Formatted: Font: Bold of SFRTA, the City, or the CRA, as applicable, including, without limitation, strikes, labor disputes, acts of God (expressly including, but not limited to, tropical storms, hurricanes, and 27 earthquakes), the elements, governmental restrictions, regulations, or controls, enemy action, acts of terrorism, wars, riots, major upheaval, civil commotion, fire, casualty, or accidents, which cause delay. In the event of termination by the CRA or the City, as applicable, the CRA or the City, as applicable, shall only be responsible for reimbursing SFRTA for such portion of Eligible Costs of the Project Improvements being funded by the CRA Contribution actually incurred by SFRTA prior to the date of termination. In the event either party terminates this Agrecmentof a termination for cause, the terminating party shall have all rights and remedies available to it under Statoat law or in equity against the law to defend itaelf if the terminating party seeks to have any remedy opposed on it non - terminating party. 9. Notice. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery or recognized overnight courier (such as Federal Express), or if by certified U.S. mail, with return receipt requested, addressed to the party for whom it is intended, at the place specified as follows: If to the CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Ave, 3rd Floor Miami, FL 33136 Attention: Executive Director If to SFRTA: South Florida Regional Transportation Authority/SFRTA Administrative Offices 800 Northwest 33rd Street Pompano Beach, FL 33064 With Copy to: South Florida Regional Transportation Authority/SFRTA Office of the General Counsel 28 800 Northwest 33rd Street Pompano Beach, FL 33064 If to the City: City Manager, City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 With Copy to: City Attorney, City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 10. Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. 11. Amendment. This Agreement may be amended or modified only by an agreement in writing which is signed by the duly authorized representatives of the CRA, the City, and SFRTA. Should the anticipated potential Bond Validation and issuance of Special Purpose Improvement Bonds for the Project Improvements require (+any further consideration of amendments to this Agreement in relation to the Project Improvements, the parties agree to reconsider such matters in order to facilitate any additional Bond Validation and/or Special Purpose Improvement Bonds issuance and compliance requirements. 12. Term and Effective Date; Survival of Certain Obligations. This Agreement shall become effective upon the final execution by the duly authorized representatives of the City, 29 the CRA, and SFRTA ("Effective Date") and shall continue in force for the Term set forth in Section 3.1 above unless earlier terminated. 13. Governing Law and Venue; Attorneys' Fees. This Agreement shall be construed in accordance with the laws of the State of Florida. Exclusive venue for any litigation between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. 14. Severability. If any term or provision of this Agreement or the application of either shall to any extent be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected, and the remainder of this Agreement shall be enforced to the extent permitted by law. 15. Insurance. The parties hereto acknowledge that SFRTA is a governmental entity subject to the limitations of F.S.A. Section 768.28 and shall comply accordingly. A description of SFRTA's liability insurance coverage is attached hereto as Exhibit "ILL". SFRTA through its design/build contract with AAF for the Project Improvements, shall require standard insurance coverages required by its design/build contracts for such governmental public capital projects and shall provide the CRA and the City with such copies of insurance documentation. During the term of this Agreement, SFRTA shall notify in writing the City and the CRA and shall provide both with copies of all insurance changes and updates for SFRTA's liability insurance coverage. 16. Costs, Expenses and Fees. Notwithstanding any other term or provision herein it is expressly understood and agreed by SFRTA that, other than for upon the bond validation and issuance of the Special Purpose Improvement Bonds, other than for the validation and issued amounts of the proceeds of the Special Purpose Improvement Bonds, the CRA and the City are not responsible, liable, or otherwise answerable to pay any fee, charge, cost, expense, 30 reimbursement, or other monetary compensation to SFRTA, its agents, representatives, employees OF,. contractors, or subcontractors for their work or their services under this Agreement. The CRA and the City will not be responsible for paying any and all taxes, impositions, levies, charges, fees, or assessments imposed upon the Project Improvements as a result of SFRTA's design, construction, operations or maintenance. 17. Representations and Warranties of SFRTA. a. Financially solvent. SFRTA warrants that it is financially solvent. b. Authorization. SFRTA has taken all action necessary for the approval and execution of this Agreement and has been duly authorized to commit SFRTA to all terms and conditions of this Agreement which shall constitute the valid, binding and enforceable obligations of SFRTA. c. Compliance with laws. SFRTA shall comply with all applicable federal, state and local laws, ordinances and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement, and with all applicable laws related to the Project Improvements as the same presently exist and as they are amended hereafter. 18. Waiver. The failure of any party to this Agreement to object or take affirmative action with respect to any conduct of the other party which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. Any waiver of any condition hereunder must- be in writing and signed by the authorized representatives of all parties. 19. Sale of Special Purpose Improvement Bonds. SFRTA further agrees that if: (i) the City validates and issues Special Purpose Improvement Bonds to fund reimbursement to SFRTA for Eligible Costs of the Project Improvements whereby the interest to be paid on such 31 Special Purpose Improvement Bonds is to be treated as not includable in the gross income of the holders of such bonds for federal income tax purposes, and SFRTA determines to sell, transfer, or make some other arrangement to convey the Project Improvements for which the City has provided any Bond Validation and Special Purpose Improvement Bond funding, to any non -governmental party, then SFRTA will only do so if it is able to comply with the requirements of the applicable U.S. Internal Revenue Service Code, as amended, statutory provisions, revenue procedures, rules and r gulations (collectively, "IRS Regulations")IRS Regulations in order that such sale, transfer, or conveyance does not cause the interest payable, on such Special Purpose Improvement Bonds not to Become includable inbe excludable from the gross income of the holders of such bes 4sSpecial Purpose Improvement Bonds for federal income tax purposes. Additionally, SFRTA acknowledges, understands and agrees that any credit provider, paying agent, or trustee for the bondholders related to the Special Purpose Improvement Bonds may also require prior written notice and the right of prior approval of such sale, transfer or conveyance of the Project Improvements. 20. Community Benefits Agreement. SFRTA and the CRA shall execute the Community Benefits Agreement incorporating the provisions of Exhibit AB prior to the funding of the Special Purpose Improvement Bonds. 21. RledgeReauired Approvals of CRA Contribution. The CRA and the City are relying on the public agency status, governmental structure, experience, reputation and abilityAssignment of SFRTA to adequatclyperform thisikgreement. SFRTA may execute and , deliver to an AAF affiliate as lender or other third -party lender such financing pledgeassignment of any and all rights in favor of SFRTA from proceeds of Special Purpose Improvement Bond., and funds payable to SFRTA under this Agreement while thiathe Agreement remains in force and 32 Formatted: Font: Bold, Underline Formatted: Font: Bold, Underline effect. Such financing pledge for the benefit of such third party lender or AAF affiliate shall require prior written consents of the City Commission and the Board of Commissioners of the CRA, which consents shall not be um- asonably withheld, with such consents to be provided within ninety (90) days of the receipt before its execution and delivery of any such writtenassignment, SFRTA shall provide written notice of such assignment request(s) from SFRTA. Such requests from SFRTA to the City Manager, Executive Director, Bond Counsel, and Disclosure Counsel ("Assignment Notice"). Such Assignment Notice shall indicate (a) the name and assignee and the assignee's contact information; (b) whether or not the assignee shall set forth in writing the have any right of assignment, in which case assignee must comply with this Section; and (c) any other terms or provisions applicable thereto and mutually agreed upon whielias between SFRTA and the assignee. Such assignment by SFRTA shall not relieve or release SFRTA of any of its duties and obligations to the City and the CRA under this Agreement, unless this Agreement is making such fnancing plcdgc a terminated by any party consistent with the proceeds of the Special Purpose Improvement Bonds.procedures set forth in Section 8 hereinabove or as otherwise provided in this Agreement. 22. Discrimination. SFRTA shall not discriminate as to race, color, religion, sex, national origin, age, sexual orientation, disability or marital status in connection with its performance of service or any related service offered. 23. No Joint Venture or Partnership. Nothing contained in this Agreement shall constitute or be construed to create a partnership or joint venture between the parties or to make either jointly liable with the other for any obligation arising out of the activities and services contemplated by this Agreement. SFRTA's relationships with the CRA and the City, as applicable, in the performance of this Agreement is that of an independent contractor. All persons performing 33 services which are to be performed by SFRTA under this Agreement shall at all times be under SFRTA's exclusive direction and control and shall be employees or agents of SFRTA and not employees or representatives of the CRA or the City, as applicable. 24. Interpretation. This Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of all parties hereto. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of bbetltall parties have equally participated in the preparation of this Agreement. 25. Assignment of Reimbursement Agreement. SFRTA may execute and deliver to an AAF affiliate or third party lender such assignment of any and all rights in fr-vor of SFRTA and euoh Funds due to SFRTA under this Agreement while this Agreement remains in full force and effect. 26.25. Paragraph Headings. Title and paragraph headings are made solely for reference and are not a part of this Agreement. 27.26. No Third Party Beneficiaries. There are no third party beneficiaries, expressed or implied, to this Agreement. 34 IN WITNESS WI-IEREOF, the CRA, the City, and SFRTA have set their hands the day and year above written. Attest: SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY By: By: Name: Name: Title: Title: Approved as to form and legal sufficiency: Name: Title: Attest: By: SOUTHEAST OVERTOWN/ PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Name: Todd B. Hannon Clarence E. Woods, III Title: Clerk of the Board Executive Director Approved as to form and legal sufficiency: Approved as to insurance requirements: By: By: Victoria Mendez, City Attorney Anne -Marie Sharpe, Director, Risk Management Department Attest: CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION By: By: Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager Approved as to form and legal sufficiency: By: Victoria Mendez, City Attorney 35 Approved as to insurance requirements: By: Anne -Marie Sharpe, Director, Risk Management Department Exhibit "A" Description of Tri-Rail Downtown Miami Link Project 36 Exhibit "B" COMMUNITY BENEFITS AGREEMENT As a condition precedent to the receipt of the proceeds of the Special Purpose Improvement Bonds, SFRTA has agreed to enter into a community benefits agreement with the CRA which will incorporate the following provisions for the benefit of residents of the Redevelopment Area: 1. Free Ridership for low and moderate -income residents of the Redevelopment Area. For the life of the CRA, SFRTA shall provide all low and moderate -income residents of the Redevelopment Area with free monthly fare passes, subject to annual certification to confirm resident eligibility. This ridership benefit will be limited to individuals or members of households earning less than 60% of the then current median family income for Miami -Dade County, Florida Standard Metropolitan Statistical Area, including adjustment for family size. The annual certification process will be administered by the CRA. 2. Preference for permanent employment opportunities. For the life of the CRA, SFRTA shall give priority to Overtown residents for the platform jobs. 3. Continuous paid summer internship program for high school students residing with the Redevelopment Area and with highest poverty zip codes of the City of Miami. For the life of the CRA, SFRTA shall participate in a paid summer internship program for high school students residing in the above areas, which program shall be established and paid for by SFRTA with the concurrence of the CRA. 4. Discounted advertising opportunities for CRA businesses. I.. the event SFnTn adopt^ a policy pert itti^ ^l ael erth^dng "nc4di^co ^t^ for such advertising at its stations or on its passenger camFor the life of the CRA, SFRTA shall provide businesses within the Redevelopment Area with discounted commercial advertising opportunities consisting with its adopted pelieyof not less than twenty percent (20%) for advertising within SFRTA stations and SFRTA passenger cars for the life of the CRA. 5. In -kind advertising opportunities for the Lyric Theater, the Black Police Museum and other historic sites within the Redevelopment Area. In the event SFRTA permit, commercial advertising at its station or on its passenger carGFor the life of the CRA, SFRTA shall provide in -kind opportunities for "commercial events at such facilities for the life of the CRA. 6. Enhanced living wages for all permanent jobs created as a result of problem construction. During the life of the CRA, SFRTA anticipates that the platform improvements will result in the creation of not less than three (3) full-time equivalent positions and has agreed to pay a minimum of $11.53 per hour with a qualifying health benefit (as defined in Miami -Dade Code of Ordinances, as amended from time to time) or $12.83 per hour with a non -qualifying health benefit (the "Minimum Hourly Wage Rates" which Minimum Hourly Wage Rates shall be increased annually to reflect increases in the consumer price index). 37 1 i 38 Exhibit "B" Formatted: List Paragraph, Left, Indent: Left: 0", Hanging: 0.5", Numbered + Level: 1 + Numbering Style: 1, 2, 3, ... + Start at: 1 + Alignment: Left + Aligned at: 2.25" + Indent at: 2.5" 39 Exhibit "C" Copy of City Resolution Project Improvements 40 Exhibit "D" Copy of CRA BoardCity Resolution 41 Exhibit "E" Copy of CRA Board Resolution 42 Exhibit "F" Copy of SFRTA Resolution 43 Exhibit "G" 44 Exhibi " " Designated Portion of the Redevelopment Area Folio Number Assessed Value ($) Owner 01-4137-072-0010* 8,650,000 DT Miami -A LLC 01-4137-072-0020020* 14,994,750 DT Miami-B LLC 01-4137-072-0030030* 32,997,000 DT Miami, LLC 01-4137-072-0040040* 14,679,500 DT Miami, LLC 01-4137-072-0050050* 19,901,000 DT Miami, LLC 01-4137-072-0060060* 17,000 DT Miami, LLC 01-4137-072-0070070* 14,550 DT Miami, LLC 01-3136-000-0090 14,027 All Aboard Florida Operations LLC TOTAL 91,2300267,827 NOT INCLUDED 01 3136 000 0090 11,027 City of Miami 01-0105-060-1010 1,081,0257,200,000 All Aboard Florida NW Sixth Street LLCPreviously pledged by CRA TOTAL 1,095,0527 200 000 * Property located at 650 NW 1 Avenue subject to Global Agreement which requires the CRA to pay to City and County 15% of TIF * Property located at 130 NW 1' clxe* Property which may be subject to Global Agreement which requires the CRA to pay to City and County 45% of TIF 45 Exhibit "GH" List of Funding Sources 46 Exhibit "I" Exhibit "H" Project Budget 47 Exhibit "J" Exhi it "I" Schedule of Values 48 Exhibit "K" Exhibit "J" Project Schedule 49 Exhibit "L" Insurance Coverage 50 836739871 v�0 LE GAL RECYCLED PAPER OFICE MODULI'S SUPKIES on ALLSTATE SEG. urn parry TO REORDER CALL 954-846-9399 Exhibit "G" Designated Portion of the Redevelopment Area Folio Number Assessed Value ($) Owner 01-4137-072-0010* 8,650,000 DT Miami A, LLC 01-4137-072-020* 11,545,957 DT Miami B, LLC 01-4137-072-030* 32,997,000 DT Miami, LLC 01-4137-072-040* 11,303,215 DT Miami, LI,C 01-4137-072-050* 15,323,770 DT Miami, LLC 01-4137-072-060* 17,000 DT Miami, LLC 01-4137-072-070* 16,005 DT Miami, LLC 01-3136-000-0090* 14,027 All Aboard Florida Operations LLC TOTAL 79,866,974 NOT INCLUDED 01-0105-060-1010 7,309,891 Previously pledged by CRA TOTAL 7,309,871 * Property which may be subject to Global Agreement which requires the CRA to pay to City and County 45% of TIF 43 LE GAL RECYCLED PAPER OFFICE PRODUCTS & SUPPII ES an ALL -STATE LE6AL company TO REORDER CALL 954-846-9399 Exhibit "H" List of Funding Sources 44 Tri-Rail Downtown Miami Link Local Funding Partner Appropriations by Fiscal Year Contribution by Year ($) Entity FY 2015-2016 FY 2016-2017 FY 2017-2018 FY 2018-2019 2020-2030 Total City of Miami SEOPW CRA 0 0 17,528,049 0 0 $17,528,049 24.8% Omni CRA 1,875,000 1,875,000 0 0 0 $3,750,000 5.3% City of Miami 3,000,000 2,500,000 1,417,000 0 $6,917,000 9.8% Bayfront Park Trust 250,000 0 0 0 0 $250,000 0.4% Miami Downtown Development Authority 650,000 300,000 317,000 0 $1,267,000 1.8% DRI 172,850 256,605 750,575 0 0 $1,180,030 1.7% Miami Dade County Miami -Dade County 13,900,000 0 0 0 0 $13,900,000 19.7% State of Florida South Florida Regional Transportation Authority 3,100,000 21,047,921 1,771,719 0 0 $25,919,640 36.7% $22,947,850 $25,979,526 $21,784,343 $0 $0 $70,711,719 100.0% Total Project Cost 1 I 11OIIIIIIMIII Project Funding Gap $ - 0.0% ` LE GAL , RECYCLED PAPER OPEICE MOM. .SUPPLIES ..on .EL.. coml., TO REORDER CALL 954-846-9399 Exhibit "I" Project Budget 45 Land & Entitlements $ 271,523 Infrastructure and Site Development Building Construction ....__ $ 663,098 $ 42,474,683 Furniture, Fixture & Accessories (FF &A) $ 328,000 Site Improvements $ 376,753 Operating Supplies and Equipment $ - Professional Fees $ 3,361,309.. Project Management $ - Finance and Administration $ 453,699 Contingency $ 701,965 Auditable Increase in Premium for Construction Insurance (General Liability, OPPI and Builders Risk $ 271,719 Total Miami Central $ 48,902,749 Exhibit "J" Schedule of Values 46 lAll Aboard Florida - Schedule of Values Tri-Rail Downtown Mlami Station Improvements ITEM CURRENT PERCENT NO BUDGET COMPLETE $271,523 , 7616 $271,523 76% $663,098 21% $41,588 91% $127,141 22% $1,954 100% $492,416 15% $42,474,683 3196 $499,016 48% 003-2 Site Construction $96,202 100% 0033 Concrete $16,128,720 41% 003-4 Masonry $482,353 0% 003-5 Metals $6,121,884 29% 003-6 Thermal & Moisture Protection $1,160,854 0% 003-7 Doors &Windows $1,899,668 0% 003-8 Finishes $2,158,765 0% 003-9 Equiptment $7,001 0% 003 10 Sped al Construction $799,820 53% 003-11 Conveying Systems $1,449,953 33% 003-12 Mechanical $2,790,058 0% 003-13 Electrical $2,607,810 2% 003-14 Building Signage $117,099 0% 003-15 Contractor Contingency $1,000,000 1% 003-16 Sub -Guard $500,000 42% 003-17 GL Insurance $1,700,000 93% 003-18 General Conditions $2,002,791 73% 003-19 Contractor Overhead and Profits / Fee $1,400,000 33% 003-20 Sales Tax Savings ($448,110) 0% , 1004 - FF&E $328,000 0% 004-1 Furniture & Fixtures $250,000 0% 004-2 Tax Allowances $15,000 056 004-3 Freight Allowances $25,000 (Pk 004-4 Installation Allowances $18,000 0% 004 -5 Managernent Resolve $20,000 0% 1005 - Site Improvements $376,753 0% 005-1 Landscaping $53,140 0% 005-2 Hardscape / Concrete $318,075 0% 005-3 Site Amenities $5,538 0% 1007 - Professional Fees 53,361,309 75% 007,1 CM - Pre -Construction $60,000 100% 007-2 Site Surveying $155,556 99% 007.3 Traffic Study $35,000 100% 007-4 Architecture $2,174,540 84% 007-5 Interior Design $170,000 94% 007-6 Convliance SerViCCS $766,213 35% ,„ (1).90 .° Pittance & Administration $453,699 86% 009-1 Outside Legal Fees $276,500 73% 009-2 Owner Insurance $177,199 99% 1SUBTOTAL (Before Contingency) $47,929,065 35% 010 - Building Contingency $701,965 0% frOtai Construction $48,631,030 34% 1011 . Insurance & Financing $271,719 0% 011-1 Premium Construction Insurance $271,719 0% L$48,902,749 34% Total DESCRIPTION OF WORK 001- band & Entitlement ... ow -1 Pursuit Costs 190,2 - Infrastructure & Devetopmant 002-1 Derno/Abatement 002-2 Site Earthwork 002-3 Dewatering 002-4 Utilities - Total 1003 - Building Construction 003-1 General Requirements LE GAL RECYCLED PAPER OFFICE PRODUCTS &SUPPLIES an ALLSTATE LEGAL company ,uv TO REORDER CALL 954-846-9399 Exhibit "K" Project Schedule 47 Schematic Design, 14-Mar-14 A b -- p 18 Jul 14 A Prepare Design Development Documents, 01-Oct 14 A "" "" -I 15-Feb-15 A Prepare Construction Documents, 05-Jan-15 A — 01*Jun-15 A Construction Agreement, 21-Nov-14A O Perform Early:Sitework(Insaii Piles, 27-Mar-15 A 01 Oct-15A Construct Mat & Train Foundations, 22-Aug-15 R - 20.May-16 Construct Train Structure,11,Jan-16 A f 05-10.15 t�E 30-Sep-16 9th Street Abutment (C10) Ready for Viaduct FIBS, 0 02-Aug-16 Construct Station Structure, 17-Jun-16 1I-t+P�ov-I6 24-Peb-17 install Precast' Vs, 2&Oct-16 1S-Jun-17 Phase I Viaduct and Platform Areas Ready for -Track installation, 0 09-Dec-16 Install MEP, 13-Oct-16 Perform Interior Fit -out, 18-Oct-16 03-Mal-17 'Nlliiil! 05-May-17 —9 26 Agr 17 �Es® 07-Sep-17 Perform Systems Startup, 07-Mar-17 1 21-Apr-17 MIMI 01-Sep 17 InspectionsfTCO, 11-Mar-17 21 Apr 17 01-Sep-17 Phase 1 Construction Complete, O 2640-17 m 07-Sep-1/ Note. This schedule is subject to change 1 Design - Conenuuian-Ph2 0 6MS Desgn 0 0 MS Caren Ph2 r-I Consvucean - Ph t O Actualwork 0 0 MSCOIMIrucrnn 0 0 MSAcmal Ph 1 denotes AAF Miami to WPS service_ Ph 2 represents completion of Miemi Station LE GAL RECYCLED PAPER OFFICE PRODUCTS & SUPPLIES an ALLSWE LEGAL company 11 tit TO REORDER CALL 954-846-9399 Exhibit "L" Insurance Coverage Liability insurance for the operation of SFRTA's Tri-Rail Downtown Miami Link Service shall be provided in one of two possible ways: 1. FDOT Insurance Program [as stated in the original Exhibit F to the Agreement]. 2. SFRTA Insurance Program - In the event the FDOT Insurance Program is not used, a new insurance program will be established by SFRTA prior to revenue service to address tort claims ("SFRTA Insurance Program") as follows: a. SFRTA is authorized under Section 343.54(3), F.S. "to purchase by directly contracting with local, national or international insurance companies to provide liability insurance which the authority is contractually and legally obligated to provide." b. SFRTA shall establish a separate fund of $5 million that will serve as the first layer of liability insurance for the SFRTA Insurance Program ("SFRTA Primary Layer"). c. SFRTA shall purchase excess liability insurance (separate and apart from the excess liability insurance it purchases for the FDOT Insurance Program) of $200 million or greater (if required by federal law) for claims that exceed the $5 million SFRTA Primary Layer. The excess insurance will also be procured from off -shore insurance markets based in Bermuda and/or London. d. If the SFRTA Insurance Program is established in lieu of the FDOT Insurance Program, SFRTA will amend its contracts with its service providers so that they reflect SFRTA's obligation to obtain and provide the SFRTA Insurance Program and that this insurance remain in full force and effect throughout the term of the commuter rail operations, as a condition precedent to the initiation of the Tri-Rail Downtown Miami Link Service. e. In the even the insurance policy(ies) would be cancelled for any reason, SFRTA shall be obligated to replace said policy or self -insure or provide such coverage as is needed with another policy(ies) in like amount and coverage protection. 48 Exhibit "L-1" FDOT Insurance Program 1. Pursuant to Section 347.302(17)(b), F.S., FDOT is authorized to purchase excess liability insurance in an amount not to exceed Two Hundred Million and No/100 Dollars ($200,000,000.00) for Commuter Rail Operations when it is obligated to do so by contract to forever protect, defend, indemnify, and hold harmless a freight rail operator, or its successors, from whom FDOT has acquired a real property interest in a rail corridor. FDOT purchased the South Florid Rail Corridor (the "Corridor") from CSX Transportation, Inc., in 1988. In addition, FDOT is authorized by statute to establish a self- insurance retention fund (the "SIRF") in an amount not to exceed Ten Million Dollars ($10,000,000.00). The SIRF provides the "first layer" of liability coverage for torts claims related to the Corridor. The insurance covers SFRTA, as FDOT designated commuter rail operator on the Corridor, SFRTA's contractors that operate, maintain and provide security for commuter rail service. It also covers SFRTA's contractor that maintains the Corridor's track and signals. FDOT and CSXT are named insured on the excess liability policies. 2. SFRTA purchases, on behalf of FDOT, $200 million in excess liability insurance for claims that exceed the $10 million SIRF, which has been established by the Legislature. SFRTA purchases excess liability insurance through off -shore insurance markets based in London and Bermuda. 3. SFRTA must obtain FDOT approval prior to entering into any agreement, lease or arrangement that would add a party to the SIRF. 4. SFRTA's obligation to obtain excess liability insurance described above its condition precedent to SFRTA's contract operators and security provider operation the commuter rail service for SFRTA. Obtaining and maintenance of insurance in full force and effect throughout the term of the commuter rail operations, is a condition subsequent to the continuation of such operation by SFRTA. In the event the insurance policy(ies) is canceled for any reason, SFRTA must replace said policy or self -insure or provide such coverage as is needed with another policy like in the amount and coverage protection. 49 #36739871_v20