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
TABLE OF CONTENTS
Page
1. Recitals, Determinations, and Findings.... ..... " ........................... I ...................... I ........ I ...... 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 Proiect 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
1
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— ... 1. — o ............. I .... ... ... I ..................................................................... 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.
Gl
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
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.
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.
O. 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
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
LV
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 Yd 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
Ut4 f -�)�
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 I 11 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; 0) 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
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
&4,0 (�t �'A
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
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
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
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 Accountiniz and Public Records. SFRTA understands and agrees that the
Code of the City of Miami, as amended ("City Code") contains continuing compliance, public
18
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 Proiect 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
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,
PAN
90 (7- "_ t A
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
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 Passenizer 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 Usa e and Maintenance of Project Capital Facilities and Capital
Equipment; Manaizement 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
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.
S. Non -Exclusive Use and Required ContinuinLy 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
MIS
PR4O"/r!rY,
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
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
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 4( -tA
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, FI, 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 Copes:
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, 10th Floor
Miami, Florida 33130
With Copes
City Attorney, City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
29
&; "V-- '��
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,
Im
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 AAP 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
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
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 Allreement. 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
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
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:
By: _
Name:
Title:
Approved as to form and legal sufficiency:
Name:
Title:
SOUTH FLORIDA REGIONAL
TRANSPORTATION AUTHORITY
By: _
Name:
Title:
35
7yPdc7' �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:
35
SOUTH FLORIDA REGIONAL
T ATION UTfRITY:��B
Name• Af
Attest:
By: \JI'
0"4Name: T d B. Hannon
Title: C erk oft e Board
Approved as to form and legal suyyf��ficiency: //
By: ? �'Ceq�
William R. Bloom
Special Counsel to the CRA
By: _
Attest:
By. VV
Todd B.annon, City Clerk
Approv'" to arm and legal sufficien y:
By: -1C -c
'Victoria endez, City
36
SOUTHEAST OVERTOWN/
PARK W ST COMMUNITY
REDEV� OPMENT E-Nt-
By:
Clarence E,.Woods,
EXecuti e Director
P11v ed as to insurzfnce egls.
By:
Anne -Marie Sharpe, Oirector,
Risk Management D partment
CITY OF MIAMI, A FLORIDA
MUNICIPAL CORP T N
Bye _
Daniel J. Alfonso, i ager
Approved as to ins requirements:
By:
nne-Ma 'e S arpe, Director,
isk Ma age ent Department
Ank
LEGA, RECYCa,ED PAPER TO REORDER CALL 954-846-9399
� 19]l NtSAfr 1£GALcanpany
Exhibit "A"
Description of Tri -Rail Downtown Miami Link Project
37
Tri -Rail Downtown Miami Link I Home
• Rome
• Prosect_ Overvicw
• Project Details
• Contact
Site Navi ation v
Page 1 of 3
Once in a Lifetime Opportunity
Project Highlights
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 Fast implementation with service as early as
between downtown Miami and Jupiter. While the ultimate project is still December 2017
being studied and pursued, there is an exciting opportunity to extend current
Tri -Rail service to downtown Miami.
Fast -Track Implementation
• Opportunity to provide 26 direct trains per weekday
from all points north on the existing Tri -Rail system
"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 Smart investment in Downtown Miami's
of AAF's world-class MiamiCentral station has led to this exciting transportation and economic future
opportunity. Commuter service could quickly begin, with a day one ridership
estimate of 2,000 per day.
• 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 I Home
Public Private Partnership
Page 2 of 3
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
http://www.tri-raildowntownmiamilink.com/index.htm] 10/28/2016
Tri -Rail Downtown Miami Link I Home
Tri -Rail Downtown Miami Link Route Simulation
1�1
Page 3 of 3
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.
RTYrS�usc aotga
esrcw 11100 U1 R I 9
am Fladlda Fast Coast
RAILWAY
http://www.tri-raildowntownmiamilink.com/index.html 10/28/2016
LEGAL RECYCLED PAPER TO REORDER CALL 954-846-9399
Of flOE PGO W CR ®SUPPtlFS
7977 a LLSiAIE UGucomaom
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:
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.
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 iobs 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
LEGAL RECYCLED PAPER AQ TO REORDER CALL 954-846-9399
oma wooucrsaawu�s
97977 ansusr�r �ni.cano�v
Exhibit "C"
Project Improvements
39
ALL ABOARD FLORIDA
T RIS'�
RAI L
I
PHASE 1 DEVELOPMENT PLANNING
GROUND LEVEL
�TD D. IE
- ---------
CRPSFE
PHASE1 DEVELOPMEWRANNING
B%MNG MEZZANINE LBIR
IR
p Rl
------- - -- -----
----------------
. . . . .. . . . .
MlSTAV
PHASEI DEVELOPMENT PLANNING
MEZZANINE LEVEL
CR E
PHASE I DEJELOPMENTPLANN ING
PLXFORM LB/3_
-7
. . . . . . . . . .
pdiv em
==7=Z ----------
M�a�
STENION PLANNING
GROUND LEVE -SOUTH CONCOURSE -RAND B BLOCKS
-le I&IUNIxkq
SPMON PLANNING
PARKING MEZZANINE LEVELSOUTH CONCOURSE -AAND B BLOCKS
STATION PLANNING
MEZZANINE LEVELSOLM-1 CONCOURSE -AAND 6 BLOCKS
..f
STAION PLANNING
PL4TFORM LEVaSOUTH CONCOURSE-RAND B BLOCKS
I _ o n .o ao PAF CdJRL F£9 I£WL Q'FCE IRCL
SFAION PLANNING
GROUND LEVEL NORTH CONCOURSE- CAND D BLOCKS
Coli
OVERTMNETRORNLSTATIM
SDMON PLANNING
PARKING MEZZANINE LEVEL NORTH CONCOURSE - CAND D BLOCKS
-
p_ E � -
` - Jo -
3: j
Z I�
PAF Cn1RT R69 F'cTNL Q'FCE iRCL
' -- - -
I —
7 1
17%
29 L35 i
- / fl
j`
I 30�'Mal
1 fl� 32 --- ---_
t 33�
- 38
m m m t a
`.
117%•fly-
STA ION PLANNING
MEZZANINE LEVEL NORTH CONCOURSE - CAND D BLOCKS
o n _n ao A9F �� � �WIL � CFFCE IRCL
ST7910N PANNNG
PLATORM LEVEL NORTH CONCOURSE - CAN D D BLOCKS
o iv .v as MF CWRL RE9 PEPIL CFFCE 'IftCL
TRCLSOOPE__m
Sfl-FzPLAN
--------------------
STATION
------- ----=
STATI«
DEDICATED TRCL SPACE
SHARED a_aSPACE
SHARED m>secSPACE
.
—
....
��
/
TMOAT
T40R-fH=reR\,ER7
PLATFORM PLAN (+XX Fr)
TRCLSCCPEDRAVIANG
MZZg l%ERAN (+XY1I)
TFCLSOCPEDPAWNG
PARKING MEZZANINE PLAN (+)0' FT)
1 ! ,
IG- ----- - --------
----- -- ----- ------
- -------------
I
Z"I
DEDICATEDTRCL SPACE
SHARED AAP.rRCLSPACE
SHARED COUNTY rRCLSPACE
1A.
44
TFUSCOPEMAWNG
GROUND FLOOR PLAN (+00 FT)
Jr
li
I
kn
'o.
TRq_.S.C1'CE DRAWING
CROSS SECTION ATSMON
[d0 OAFS"
so -o'
b
b
+
HLPI-ATE)FU
f
j
b
■
F_
r
PA XMffZANPE
0'-'
RAD
b
DEDICATED TRCL SPACE
SHARED AARTRCLSPACE
SHARED COUNTYITRCLSPACE
IRCLSCOPE DRAVNNG
CROSS =IONNOTATSIATION
r,qERaJlLD
b
4T.O. HLR ATFORM
b'
-5Q-91
T.O. LLPLATFCRM
-�
HO -RA
t 37-6'
T
7
1.
6..
FANE
10'-6"
Ramre
b ,
DEDICATEDTRCL SPACE
SHAREDAAFITRCLSPACE
SHARED COUNTYITTRCLSFACE
Pvzor+x Uur s
Miami, Florida. 10/2/2014
MIAMI S T ATI O N TRI RA IL B U D G E T
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 Et EQUIPMENT (OSEtE)
7 PROFESSIONAL FEES
8 PROJECT MANAGEMENT
9 FINANCE Et 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
CATEGORY 1 - LAND Et ENTITLEMENTS
Pre Development Studies
Pursuit Costs
Subtotal:
Land Acquisition
$0
Land Allocation
$0
Brokerage Fees
$0
Due Diligence Costs
$0
Legal Support Costs (outside)
$0
Survey
$0
Transaction Costs
$0
Appraisal
$0
Environmental Studies / Remediation
$0
Zoning and Entitlement Costs
$18,500
Real Estate Taxes
$0
Interim Property Maintenance
$0
CATEGORY 1 TOTAL: 1 $18,500 1
•
CATEGORY 2 - INFRASTRUCTURE Et SITE DEVELOPMENT
Permit and Fees
M
Demo $47,000
Site Earthwork $98,000
Site Utilities $275,000
Subtotal: $420,000
Contractor Costs
Suffolk Contingency 3.0% $13,000
General Conditions (included BR Insurance @ 1.28%) 7.5% $32,000
Contractor Overhead Et Profit 4.0% $17,000
Management Reserve $17,000
CATEGORY 2 TOTAL: 1 $499,000
CATEGORY 3 - BUILDING CONSTRUCTION
Permits
$0
Impact Fees
$0
General Requirements
$62,000
Concrete
$15,248,000
Masonry
$229,000
Metals
$2,281,000
Woods and Plastics
$131,000
Thermal /Mositure Protection
$1,865,000
Doors and Windows
$3,551,000
Finishes
$1,001,000
Specialties
$0
Equipment
$0
Furnishings
$0
Special Construction
$801,000
Conveying Sytems
$1,451,000
Mechanical
$2,363,000
Electrical
$1,716,000
Building Signage
$250,000
Subtotal:
$30,949,000
Contractor Costs
Suffolk Contingency 3.0% $928,000
General Conditions (included BR Insurance @ 1.28%) 7.5% $2,321,000
Contractor Overhead & Profit 4.0% $1,238,000
Management Reserve $1,238,000
CATEGORY 3 TOTAL: 1 $36,674,000 1
CATEGORY 4 - FURNITURE, FIXTURES Et ACCESSORIES (FFEtA)
$0
Permit and Fees
Tenant Improvement Allowances $0
Furniture Et Fixtures $735,000
Subtotal: $735,000
Tax Allowances 6.0% $44,000
Freight Allowances 7.0% $51,000
Installation Allowances 3.0% $22,000
Subtotal: $117,000
Management Reserve
$34,000
CATEGORY 4 TOTAL: I $886,000
CATEGORY 5 - SITE IMPROVEMENTS
Permit and Fees
$0
Landscaping and Pavers
$1,794,000
Site Concrete
$64,000
Site Amenities
$48,000
Site Lighting
$269,000
Site Signage
$250,000
Subtotal:
$2,425,000
Contractor Costs
Suffolk Contingency 3.0% $73,000
General Conditions (included BR Insurance @ 1.28%) 7.5% $182,000
Contractor Overhead it Profit 4.0% $97,000
Management Reserve $97,000
CATEGORY 5 TOTAL: 1 $2,874,000 1
CATEGORY 6 - OPERATING SUPPLIES a EQUIPMENT (OSaE) 1 $0
LT / Telecom Equipment
Building Maintenance Equipment
$0
Kitchen Equipment
$0
Vehicles
$0
P.O.S. Equipment (Cabling)
$0
Security Systems Ft Equipment
$0
Parking Systems Ft Equipment
$0
Monitors
$0
Misc. Equipment
$0
Subtotal:
$0
CATEGORY 6 TOTAL: 1 $01
CATEGORY 7 - PROFESSIONAL FEES
Architecture/ Interior Design
$450,000
Associate Architect
$25,000
Structural Engineering
$1202000
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/ CCN
$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
Subtotal:
Reimbursables and Travel
$2,978,000
$297,800
Management Reserve
$119,000
CATEGORY 7 TOTAL:
$3,394,800
CATEGORY 8 - PROJECT MANAGEMENT
Development Staff SGEtA
$0
Project Management System
$0
Travel Et Related
$0
Site Office Expense
$0
Misc Project Mgmt Costs
$0
Management Reserve
$0
CATEGORY 8 TOTAL:
$0
CATEGORY 9 - FINANCE Et ADMINISTRATION
Operating Cash Reserve
$0
Corporate SG&A Allocations
$0
Outside Legal Fees
$0
Subtotal:
Loan Fees
$0
$0
Capitalized Interest Expenses
$0
CATEGORY 9 TOTAL:
$0
-� miej as m
CATEGORY 10 - CONTINGENCY 1 $1,850
Category 1
Category 2
$48,200
Category 3
$3,543,600
Category 4
$85,200
Category 5
$277,700
Category 7
$327,580
CATEGORY 10 TOTAL: 1 $4,284,130 1
BOA RD FLORIDA
LL GA i . RECYCLED PAPER JQ4 TO REORDER CALL 954-846-9399
omcE eaooucrsaawcu�s
7977 o^�3NEIEGAIwnpanY
Exhibit "D"
Copy of City Resolution
m
a,
City of Miami
Legislation
.�s
Resolution: R-15-0339
File Number: 15-00858
City Hall
3500 Pan American
Drive
Miami, FL 33133
www,mlamigov.com
Tinel Action Date: 7/23/2015
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGENCY
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
Cit), of'Dliaari Page 1 of 2 File Id.- 15-00858 (Version, 2) Printed On, 1114/2016
ATTACHMENTS REFERENCED IN
CITY RESOLUTION ON FILE WITH
CITY OF MIAMI CLERK
REFERENCE FILE NO. 15-00858
FINAL ACTION DATE: 7/23/2015
Exhibit E
u�54pvJniwOaal
dy ef0 LLZ6l
'Iy
W6-MI96 'Id3 WMHOTH Oi -aaava Q3iak:)au I gY I) 3 I 1
Exhibit "E"
Copy of CRA Board Resolution
iii
Tile Number: 15-00892
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
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
CRATO 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: 13-00892 (version: 2) Printed On: 9121/2016
City of Miami
�.s
}R
Legislation
CRA Resolution: CRA -R-15-0031
Tile Number: 15-00892
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
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
CRATO 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: 13-00892 (version: 2) Printed On: 9121/2016
File Number. 15-00892 EnaonnentArnmber: 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 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.
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.
Cite q/'Alinuri Page 2 of 2 file Id: 15-00892 (Version: 2) Printed On: 9121/2016
ATTACHMENTS REFERENCED IN
CRA RESOLUTION ON FILE WITH
CITY OF MIAMI CLERK
REFERENCE FILE NO. 15-00892
FINAL ACTION DATE: 7/27/2015
ACN
66V6-968-tS6 IIV3 HH(WOUll 01
HE[Clvd GE1,101TIoaa
NO J-1
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 day of �� 7 �,3��' , 2016.
The foregoing resolution was offered by Governing Board Member�,�, ,
who moved its adoption. The motion was seconded by Governing Board Member
r� A,�o/-�W r , and upon being put to vote, the votes were as follows:
Member — Commissioner Steven L. Abrams-
Member- Andrew Frey -
Member — Frank Frione -
Member — Nick Inamdar -
Member — Gerry O'Reilly - 0,n
Member- F. Martin Perry --
Member — Commissioner Tim Ryan - ) v'
Member — James A. Scott -
Member- Beth Talabisco- /�P,
Chair — Commissioner Brtmmio Barreiro -
The Chair thereupon declared the resolution duly passed and adopted this 28rd day of October
20.16.
ATTEST
South Florida Regional Transportation Authority
By:
Tim Ryan
Chair
28rd day of October 2016.
(SFRTA seal) proved as to form and 1. 1 sufficiency by:
fig: a -J uom:eje' r o -y !• C� l s(
eyJ�Y Creneral 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/PARI{ WEST COMMUNITY REDEVELOPMENT
AGENCY,
CITY OF MIAMI, FLORIDA,
AND
SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY
EFFECTIVE AS OF ,OCTOBER,. 2016_ _ _ _ _ _ _ _ _ _ - - Formatted: Font: Bald
1
�3
,7
,10
el 1
12
13
,14
Formatted
1
—11
Formatted
r2l
Formatted
, 3
Field Code Changed
i
r4l
TABLE OF CONTENTS
Formatted
5
t Formatted
ui
r6l
Formatted
Pd;,TO n �
g
Field Code Changed,
g
Recitals, Determinations, and Findings .........................................................................
Formatted
10
Public Purposes and Communit Benefits....................................................................
77 %% Formatted
7
iui
Term of Agreement and Contributions.........
; Formatted
it
Term of Agreement...............................................................................................
� , Field Code Changed
8"
... 12
,3_l,
, Formatted
F7 [ -13]j
,3_2 r, unding Amount; Reimbursement of Eligible Costs; CRA Contribution........
9 Formatted
, 14
,3_3, Assistance with Bond Validation, Notices, and Approvals ...............................
J5 , - Formatted
16
SFRTA Duties.................................................................................................................
17 Field Code Changed
15
Formatted
17
s4_1, _ Permits Inspections, Reviews and Arlprovals ..................................................
17�•\ ` Field Code Changed
=M1
4.2 ccountin and Public Records ............... .......................
s _ ....................................
17 X, Formatted
\\
19
X4_3 Bank Accounts and Bank Record Inspection ....................................................
18 \ I\ \\ Formatted
2p
n \1 Formatted
21
uudin Conditions Funding Limitations........................................................
18 1, \\
X4_4
It \\ Formatted
22
4_5ndemnili►cation From Construction Claims; Bondin • Liens .........................20
wn\,\ \\ Field Code Changed
23
X4_6 STRTA Track Parts and Equipment inert Maintenance .........................................
' °me
20 �\ \\ Forattd
••• 24
4.7 SFRTA Passer er Train Cars ..............
k1�\\�\ Formatted
2121
25 11
"'
\, \ Field Code Changed
tI
26
4.8 _Usage and Maintenance of Project Capital Facilities and Capital
N°j Formatted
27
Equipment; Management of Station ....................................................
c Formatted
v n i\
... 28
X4_9 Minimum Standard of Operations ....................................................................
2 , 'y;;,', Field Code Changed
29
.
J4.10 Minimum Service Levels....................................................................................72
° it Formatted
6„ \\
30
_ _.—.
lil
%IIt Formatted
31
,4_11 DA Compliance ................................................................................................
3 \'' i11iu\1
Field Code Changed
... 32
12 SFRTA Expansion and Bond Financed Capital Facilities ...........................
2323 a 111 Formatted
.. 33
Use and Re uired Compliance .............................................................
3 111% Formatted
34
,LNon-Exclusive
°i f, \ Field Code Changed
35
chedule and Manner of Reimbursements ..
3
" ti Formatted
U n u
36
Indemnification
i'i,'i,"
...............................................................................................................75
Formatted
37
Termination ................................................
611 It Field Code Changed
38
Notice...............................................................................................................................78
Formatted
ii..
u
F.
i Formatted
i ii n
... 40
LA utire Agreement.......................................................
79 oiiu
Formatted
............................
mendment................................. ........................................................�9
n,1 Field Code Changed
42
Term and Effective Date; Survival of CertaObli ations..........................................
in
9 'I° Formatted
43
'
Governing Law and Venue; Attorneys' EM
I i,
30 I ,'I. Formatted
... 44
........................... .....................................`_
1 Field Code Changed
.. 45
Severability ................
illru\
30 Formatted
f461
Formatted
47
u, Field Code Changed
.. 48
it I Formatted.
49
1
0 ° Formatted
F.. 50
o Field Code Changed
., 51
lilt Formatted
52
Formatted
,.r 53
Formatted
.. 54
Field Code Changedr
[551 .
Formatted
[561 .
J„ Formatted
57
Field Code Changed
... f581
"Ib Formatted
.. f591
yi.
FormattedF:
r601
111 Field Cnde Charmed
f �< i
15
16
17
1s
19
21
2?
23
24
25
26
Kpensesand Fees.............................................................................................
nations and Warranties of SFRTA...............................................................
...............................
Contribution.................................................................................................................... 3
.Community Benefits Agreement.....................................................................................3
P4edgeAssignment of GRA Gan-ibutio Agreement ................................................... 323
Discrimination................................................................................................................. 3
.No Joint Venture or Partnership...................................................................................,3
Internrgtation.................................................................................................................. 3
.Paragraph Headings....................................................................................................... 3
.No Third Party Beneficiaries..................................................................................... 343
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 DC — Project Improvements [OPEN, NEED BETTER DESCRIPTION
Exhibit OD - 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-15-804003, adopted July 27, 2015
HAibitE SFRTA Go,,zeming Board minutes eentaining its atither-ization for- aad adeption of this
A,..-oemen, ,,,[opted Deee., ber 11, 204 c
E*hibit Exhibit F — SFRTA Resolution adorned .2016 [OPEN
NEED TO SEE]
Exhibit G — Designated Portion of Redevelopment Area
Exhibit GII — List of Funding Sources [OPEN, DOLLARS DO NOT MATCH
Exhibit I4I — Project Budget [OPEN, BUDGET UNDER REVIEW]
It
Formatted r
Formatted: Font: +Body (Times New Roman), 11 pt
Field Code Changed
Formatted r
Field Code Changed
a `
1�
Formatted: Font: +Body (Times New Roman), it pt
" Formatted
11 1
`\ Field Code Changed
" Formatted: Font: +Body (Times New Roman), 11 pt
11
Formatted
V 11
{I Field Code Changed
it Formatted: Font: +Body (Times New Roman), 11 pt
11
Formatted
11
Formatted
'Formatted: Font: +Body (Times New Roman), 11 pt
wu l
" Field Code Changed
,� 11
1' Formatted
I tl 11
Formatted
11 it
tit '
nlField Code Changed
U itu
it li
Formatted: Font: +Body (Times New Roman), 11 pt
It [1111
Formatted
u°I'1 Field Code Changed
11
It Formatted: Font: +Bod Times New Roman t
lilt Formatted: , 11 P )
°°
it 11 Formatted
°'1 Field Code Changed
°IFormatted:Font: +Body (Times New Roman), 11 pt
Formatted
Field Code Changed
Formatted: Font: +Body (Times New Roman), 11 pt
Formatted
Exhibit IJ — Schedule of Values JOPEN, SUNDER REVIEW]
Exhibit JK — Project Schedule 10PUN, NFU EX141BIT-1
Exhibit KL - Insurance Coverage
HE
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, (flhe�("CRA"), the CITY OF MIAMI, FLORIDA, a municipal corporation of the State
of Florida (tlie�( City"), and the SOUTII 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 1_166 and 163, Part I1I, with the
power to authorize the issuance of capital project revenue bonds, and a public agency pursuant to
F.S.A. Chapter 163, Part L
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 L
C. SFRTA, pursuant to its statutory authority, operates a passenger commuter rail
service in South Florida Icnown 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.
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
/ "Tri Rail Downtown Amami Link") of its Tri-Rail passenger commuter rail service vthe�:-��a,-�, to
Downtown Miami within the City limits and within the CRA's community redevelopment area
(-the�j"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-LCCounty") and the City Commission of the City in February 2009 ("Finding of
Necessity"a 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 , - Formatted: Not strikethrough
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 Proiect 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
"LCommunity Benefits Agreement") between the CRA and SFRTA (as more particularly
described in "Exhibit 4B" 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 _OperatiomsLLLC ("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 appfoxifflately One Hundred aPd—Fifty Million and
3
No/Dollars ($150,000,000.00), which Miami Central Station will s forms part of the first
of not less than €eEf(4two2) phases of4eWed development (the Miami Central Station, together
with the other phases, is collectively referred to as the "Project") vithwhich Project is estimated
by AAF to have a total taxable value of 'he imprevements esti.r.4ed by AAF o f in exeess
eftproximately Four Hundred One BiWonMillion and No/100 Dollars ($47000401,000,000.00)
that aeoor ing to the AAP estimates pfo idea b 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
Project, the CRA, the City, and SFRTA wish to facilitate the reimbursement to SFRTA of certain
of the -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 (1a) will be located entirely within the City limits and the Redevelopment Area,
and (fib) 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 assoeiMeassociated trackage; and (iii)
relatedpnly 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 "RC" attached hereto and made a part hereof, (the=LProject
4
fin provemcuts") 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--CEstimated 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 "ED" and made a part hereof (the
L'CCity Resolution"), authorized its officer(s) to entef in4anegotiate 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-
483-)_003, 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 none og tiate
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
eanditienhe CRA is required to the GRA's a'-iM�,, to Fnake-obtain both Citv and Countv approvals
5
2M the CRA Contribution
d andii 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.
Q. SFRTA has, by proper authority of its Governing Board pursuant to reseitAier3
Resolution No. 16-05 adopted 20 October 28, 2016, a copy of which is
attached hereto as Exhibit "UF" and made a part hereof (the-LLSFRTA 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 ander this Agreement that:
(La) the finding committed by, SFRTA, the County, the Bayfront Park Management Trust
("BPMT"), the ON040mni 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; (U) 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 L42C (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 Yd 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 y 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 aclaiowledged 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 SPRTA's Tri -Rail Downtown Miami Link Project within the City limits and , , - Formatted: Not strikethrough
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 economics 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 pmmp� Behave provided the City and the CRA written notice that the, with supporting
written documentation, that the Tri -Rail Downtown Miami Link Project T.,,.,.,,.veffients ay( has
been substantially completed, as evideneed by either a temporary or permanent eeffifie4e 0�
and areis operational; and thaF(c)_portions of the the Miami Central Station
�s-shall have been substantially completed, s evideneed by ^ G.O., and `4a4 the sta4ionsaid
improvements are -ascomprising 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 (-thein 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 #ellewingof 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 validate, date, :r neeessafy that have been
validated by the Circuit Court of the 11"' Judicial Circuit of Florida or procure an alternate credit
facility ("Special Purpose Improvement Bonds") in the principal amount *etnecessary to
exeeecl rp oduce Seventeen Million Five Hundred Twenty -Eight Thousand Forty -Nine and No/100
Dollars ($17,528,049.00) plus to -east in net proceeds after payment of costs of issuance (the
"Funding Amount"), The�Special Purpose Improvement Bonds shall be supported solely ; ; - Formatted: Font: Not Bold
by a pledge by the CRA to the City (the "Pledged Re of the tax increment revenues (the
"GRA Contribution"` actually received by the CRA ("Pledged Revenues") derived solely from
the ' Project, excluding land value, assessed under the tax fekefolios
number listed on Exhibit "FG" attached hereto and made a part hereof (the-iLDesignated _
9
P-&M"Portions of the Redevelopment Area" ), as such folio numbers may be adjusted from
time to time, after deducting therefrom-(iia) 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 (-tile "(`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); (iiic) all allocable charges and/or payments to
or for the benefit of the Children's Trust; (iN�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-i!("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 City4the
"Gran Central Loan AgreementL)—..
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 Reye•.,tes f ., as hereinafter defined, to provide the debt service
coverage ratio required in connection with the first twe annual grafts to the Gi4y a4ef the
issuaneemarketing 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-(ice) 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);
(4ic) all allocable charges and/or payments to or for the benefit of the Children's Trust; (gid)
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 ex-islingpreviously issued by the CRA; (*if) grant payments to be made by
the CRA to the City with respect to Gibson Park; (jai-ig) grant payments to be made by the CRA to
"Mama Hattie" as required by the Global Agreement, if any; (N4grant payments to be made in
connection with Town Park community, if any; (lxi) payments to be made to NON
Devele Investors, LLC in connection with the Convention Center Economic Incentive
Agreement, if any; (4jkany payments required to be made by the CRA under the Miami World
Center Economic Incentive Agreement, if any, and (*ilc) all payments the City and/or the CRA
isare required to make, if any, with respect to the Gran Central Loan evidenced by the Gran Central
Loan Agreement, but in no event ^"^" (collectively, the *oma" Existing CRA
Obligations").
The CRA's annual contribution of the Pledged Revenues(`i.CRA Contribution° - Formatted: Font: Bold
shall be limited to the City during such two (" year peried exeeed the debt sefviee payments
beee ung due duFing ^ teh two (" year pefied undeamount of the Pledged Revenues actually
received by the Speeial Purpese improvement Bends. TherD—��Q GeHtribttienis tE) be applied
soleb, to pay debt CRA which amount shall not exceed the total amount necessary to pay
annual principal and interest costs on the Special Purpose Improvement Bonds in
te exeeed Seventeen Million Five Hundfed Twenty Eight Thousand Fetaty Nine and NEVIN
Dollar SPRTA and the City acknowledge that the Pledged
Revenues will be the only revenues of the CRA utilized to repay the Special Purpose Improvement
Reventies.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 re ag rding 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 rn , pletien of , ,st.uetion 4 44,,, Projeet r,,,,,..,...eme tsThe Special
Purpose Improvement Bonds shall be non-recourse obligations of the City and the CRA supported
solely y 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 resultine 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 GO 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 , nt of the Speeial Nifpese r,,,., fevement Bends issued by t Gib,,
° 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 Proiect Improvements 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 CRA Contribution annually to the City i -n
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 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 (La) the payment in full of the Special Purpose Improvement Bonds; (iior b) the
expiration of the life of the CRA which is currently scheduled to occur on March 31, 2030, as same
may be extended; f (::) the annual gfants ref the GRA to the Goy e ff he Pledged n....entie ,.atal
The CRA shall only be mspensible for cHWingobligated 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 find 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 Proiect, the anticipated
Pledged Revenues would appear to be sufficient to support the Special Purpose Improvement
Bonds when issued.
14
SFRTA acicnowledges4ke4, 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 (0 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 (lythe pa m�bX
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 a"the construction of the Project Improvements, In
connection with the Bond Validation, the Board of Commissioners of the CRA, the City
Commission, affd/erthe County Commission, and/or SFRTA Governing Board, as and if
applicable a4 sueh time, may be required to provide public notices and budgetary and bond
15
authorization approvalsat 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'.�eetio =Part 111, Chapter 163:3-70 Florida Statutes, as amended.
Be€erebeginning—EfflyPrior to the filing of the City's Bond Validation
proeesse-scomplaint 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, request e
theC-k�-_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 finds for the Project Improvements with remaining outstanding funding
obligations for the Project Improvements eA sueh time, ,,44eh, 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 find a portion of the Eligible Costs, SFRTA hereby
agrees that if (a) the Project Improvements are eventually financed in their entirety with the fiords
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 areis abandoned, then SFRTA will, to the extent permitted by law, reimburse or
indemnify the Cityand 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 wi-11 a shall use the wino c eds of by the Special Purpose Improvement
Bonds solely to puy apei4ien ef-�fmance 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 a
pi:esxfehas entered into a development agreement ("Development Agreement") with AAF for the
design and construction of the Project Improvements as a sole source by ^f4et2i ^ k4a ^ Gantme
with AAF, the entib, that will be designing, permitting, and eonstrueting the Miami Ge1#FffI
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 ("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: (La) the sole source agreenaet4Development Agreement between AAF
18
and SFRTA for the Project Improvements; (iib) 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; (i3�d) a separate agreement with FECR (if
necessary) for the rail infrastructure improvements; and (ve) 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-petefl" Bond Validation and issuance of Special Purpose
Improvement Bonds, SFRTA shall also provide to the CRA and the City evidence of (tithe
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 (-theLCFunding Sources:"and b
the apportionment of all amounts and funding, sources to the public Proiect 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 1RS Regulfftionsthe
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 Froin 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 he 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�oLa) the City issues Special Purpose Improvement Bonds to find 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 ben4sSpecial Purpose Improvement Bonds for federal income tax
purposes, and (iib) 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 ale _
, `JRS Regulations' with respect to such management contractor_ - Formatted: Font: Not Bold
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 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: (h) 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 (iib) 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�+_(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
(i-ih) 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 I4C.
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 find 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" " "roject Budget"). SFRTA shall furnish the City and the CRA
with any and all revisions to both the Project Budget and an and all Fevisions 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 "4J" ("Schedule of Values") and a construction
23
schedule which is attached hereto and incorporated herein as Exhibit "dL'tke=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=LReimbursemcut
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 Gib,' feimbtirsemeat of Eligible Gee
ageneies and entities '04th InenthI5 Fights Under Sepmate funding agf!eenlenAs,
menthly invoiees will not require any immediate payments by the Gily. The timing f6f the Gib,'s
payment shall be upon the eempletien of the Prejeet Improvements and submittal of
m-Reim-h-ursempHt Request from SIF -RTA affl ;et fbt4h above, it being agFeed that the invoiees
....,...:,..,sly Feyiewed &ad ,.....re ed by the City.
N.� . ,vn-Jay-ru-v-ca-v
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 Request
on a monthly by asis.
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
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 negligeI4 Of ^^^f H'
4performance 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, not 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' Pees 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; (-rii)or Lei 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; or did) by any party in the event of a failure by eiliea party to - - Formatted: Not striketnrougn
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; y) failure by the r:,., to issue the Special Purpose impr^. eme t-
:R^~ag •• ilhi~ th- t'~ ^ ~ ^' ^ ^'Foa "^rAJ4;Rhor (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 +,.... mates this "greemP.4#of a termination
for cause, the terminating party shall have all rights and remedies available to it twat law
or in equity against the pafb, being terminated shall ha-ve a-vailable a4l fights available under St4e
la -w to defend itself if the tefmina4ing part -f seeks to have at�y 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 33`d 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 Copes
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 in 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 aaa 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 "ISL". 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, odief4 ff• 6v 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
o�, 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 ifs
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 Ser-viee Code, as amended, stattitw-y provisions, revenue ,
rtiles
raid iegHWAier}s-i6811eet}r e!5', '4RS Regalatieas"IIRS Regulations in order that such sale, transfer,
or conveyance does not cause the interest payable, on such Special Purpose Improvement Bonds
not to beeeme 'neluda le iiibe excludable from the gross income of the holders of such
bepA-sSpecial 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. PledgeReguired Approvals of CRA Contribution.The GRA and the City ^"^
abilityAssignment of SFD .: t� «a^^"^`^�" ^"F_" _^P¢etrlent. SFRTA mayexecute and , - Formatted: Font: Bold, Underline
Formatted: Font: Bold, Underline
deliver to an AAF affiliate as leaderorether-third-party lender such fifianeing Pledgeassi ng ment
of any and all rights in favor of SFRTA 4am pmeeea^ aF Speei ' n„"^^^^ r...pfov^. ent Bonds
and funds payable to SFRTA under this Agreement while zh6the Agreement remains in force and
32
effect. Sueh fiRameing pledge fef the benefit E)f seeh third pEfft), lendef er AAF affiliate shall
CRA, whieh eon-sentsshafl 4;R-4 be with stieh eensents to be provided Withi
ninety (90) days of the before its execution and delivery of any such wpitteaassi n� ment,
SFRTA shall provide written notice of such assi mg Hent requests` rem SFRTA. cueh requests
from FRT - 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 f rth in Writs *'
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 whiekas between SFRTA
and the assignee. Such assignment by SFRTA shall not relieve or release SFRTA of any
duties and obligations to the City and the CRA under this Agreement, unless this Agreement is
R!Ei g s eh finanei g ..1,.dge ofterminated by any party consistent with the ^ ewe
Special Purpose i fflP .e'ye„,ent BOH 7 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. Internretation. 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 bethall parties have equally participated in the
preparation of this Agreement.
26-.25. Paragraph Headings. Title and paragraph headings are made solely for reference
and are not a part of this Agreement.
226. No Third Party Beneficiaries. There are no third party beneficiaries, expressed or
implied, to this Agreement.
IN WITNESS WI3EREOI+, the CRA, the City, and SFRTA have set their hands the day
and year above written.
Attest:
By:
Name:
Title:
Approved as to form and legal sufficiency:
Name:
Title:
Attest:
By:
Name: Todd B. Hannon
Title: Clerk of the Board
Approved as to form and legal sufficiency:
By:
Victoria Mendez, City Attorney
Attest:
By:
Todd B. Hannon, City Clerk
Approved as to form and legal sufficiency
By:
Victoria Mdndez, City Attorney
35
SOUTH FLORIDA REGIONAL
TRANSPORTATION AUTHORITY
By:
Name:
Title:
SOUTHEAST OVERTOWN/
PARI{ WEST COMMUNITY
REDEVELOPMENT AGENCY
By:
Clarence E. Woods, III
Executive Director
Approved as to insurance requirements:
By:
Anne-rviarie �narpe, r)irecior,
Risk Management Department
CITY OF MIAMI, A FLORIDA
MUNICIPAL CORPORATION
By:
Daniel J. Alfonso, City Manager
Approved as to insurance requirements:
By:
Anne -Marie Sharpe, Director,
Risk Management Department
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. in the eve. t SFRTA ,.dept
of on its passenger Por the life of the CRA, SFRTA shall provide businesses within the
Redevelopment Area with discounted commercial advertising opportunities eenslstiflg
ithits -adoptedok--yof not less than twenty percent (20%� for advertising within SFRTA
stations and SFRTA passenger cars for the life of the GRA.
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 ..,..mit
eemmereial advertising at its st iE)F passengerBar-sFor the life of the CRA,
SFRTA shall provide in-kind opportunities for "commercial events at such facilities -fer-the
life of the GRA.
6. Enhanced living wages for all permanent iobs 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
$12.83 per hour with a non -qualifying health benefit (the "Minimum Hourly Wage Rates"
which Minimum Idourly Wage Rates shall be increased annually to reflect increases in the
consumer price index).
37
38
39
Exhibit "C"
Proiect Improvements
40
Exhibit "F"
Copy of SFRTA Resolution
43
Exhibit "G"
44
Designated Portion of the Redevelopment Area
Folio Number
Assessed ValueU
Owner
01-4137-072-0010*
8,650,000
DT Miami-, LLC
01-4137-072-0029020*
14,994,750
DT Miami -B, LLC
01-4137-072-0030030*
32,997,000
DT Miami, LLC
01-4137-072-0049040*
14,679,500
DT Miami, LLC
01-4137-072-0050050*
19,901,000
DT Miami, LLC
01-4137-072-0060060*
17,000
DT Miami, LLC
01-4137-072-000070*
14,550
DT Miami, LLC
01-3136-000-0090
14,027
All Aboard Florida
Operations LLC
TOTAL
91,233,800267,827
NOTINCLUDED
01 3136 000 0090
1¢0i2
r:, Ri
01-0105-060-1010
4,091,02-57,200,000
All ^bE)Effa Flefiaa N3AI Sixth
Street 7LGPreviously
pledged by CRA
TOTAL
4,095,0527,2 00,000
* Property 1.,eeAe.7 At 6-50 hTAT 191 Avenue subjeet to global Agreement v,o.,4 ..,G ieh requ:Fes the QN A
to pay to City and Geunb, 4 51% of T4F
* Proper;-leemed At-430IsL'.7 I'll veaue* Property which may be subject to Global Agreement
which requires the CRA to pay to City and County 45% of TIF
45
Project Budget
47
Project Schedule
49
LEGAL RECYCLED PAPER TO REORDER CALL 954-846-9399
Exhibit "G"
Designated Portion of the Redevelopment Area
Folio Number
Assessed Value ($)
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, LLC
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
NOTINCLUDED
* Property which may be subject to Global Agreement which requires the CRA to pay to City
and County 45% of TIF
43
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
A�N
LEGAL RECYCLED PAPER TO REORDER CALL 954-846-9399
tJCEOFPICEPROOUCIS&SUPPLIES
1977 s an ALLdTAiELEGA —P -y
Exhibit "H"
List of Funding Sources
Tri -Rail Downtown Miami Link
Local Funding Partner Appropriations by Fiscal Year
Contribution by Year ($)
Enti
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%
I
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
01
0
$25,919,640
36.7%
9I9
$22,947,850
$25,979,526
$21,784,343
$0
$0
$70,711,719
100.0%
Total Project Cost
Project Funding Gap
I I
I
i
i
F
$ - �
0.0%
I
dnk
LE GSI RECYCLED PAPER TO REORDER CALL 954-846-9399
OFFICE PROWCZS SSUPPIIB
s 197] SAIE i£Gum"w"v
Exhibit "I"
Project Budget
Mll
Land & Entitlements
$ 271,523
Infrastructure and Site Developwent
$ 663,098
Building Construction_
$ 42,474,683
Furniture, Fixture & Accessories FF &A
$ 328,000
Site Improvements
$ 376,753
Operating Supplies and Egui ment
$ -
Professional Fees
$ 3,361,309
'Project Management
$ -
Finance and Administration
$ 453,699
Contin enc
$ 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
Iro
rA
Tri -Rail Downtown Miami Station Improvements
DESCRIPTION OF WOR
NO I I BUDGET I COMPLETE
001 - Lana ck Entitlement
VI1;523
76%
001,11
Pursuit Costs
$271,523
76%
1002 - Infrastructure &Development
:$00,098
21%
002-1
Demo/Abatement
$41,588
91%
002-2
Site Earthwork
$127,141
22%
002.3
Dewatering
$1,954
100%
002--4
Utilities - Total
$492,416
1510
003 - Building
Construction
$4474,683
- 31%
003-1
General Requirements
$499,016
48%
003-2
Site Construction
$96,202
'100%
003,13
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 0t Windows
$1,899,668
0%
003-8
Finishes
$2,158,765
0%
003-9
Equiptinent
$7,001
0%
003 10
Special Construction
$799,820
53%
001.11
Conveying Systems
$1,449,953
33%
003-12
Mechanical
$2,790,058
0%
003-13
Electrical
$2,607,810
2%
003-14
Building Signage
$117,899
0%
001-15
Contractor Contingency
$1,000,000
1"/..,
003-16
Svb-Guard
$500,000
42%
003-17
Gl. insurance
$1,700,000
93%
001.18
General Conditions
$2,002,791
73%
003-19
Contractor Overhead and Profits Fee
$1,400,000
33%
0031-20
Sales Tax Savings
($448,110)
0%
004 - FF&E
$328,000
0%
004-1
Furniture & Fixtures
$250,000
0,/a
004-2
Tax Allowances
$15,000
0%
004-3
Freight Allowances
$25,000
0%
004-4
Installation Allowances
$18,0()()
0%
004-5
Management Reserve
$20,000
0%
005-1 Landscaping
$53,140
01/0
005-.2 Hardscape, Concrete
$318,075
0%
005-3 Site Amenities
$5,538
0%
007 �ofesslonal Fees
$3,361,309
75%
007,1 CM - Pre -Construction
$60,000
1001/0
007-2 Site sufveyinq
$155,556
99%
007.,3 Traffic Study
$35,000
100%
007-4 Architecture
$2,174,540
84%
007-5 Interior Design
$170,000
941/6
007.6 Compliance Services
$766,213
35%
1009 - Finance & Administration
$453,699
86%
009-1 Outside Legal Fees
$276,500
78%
009.2 Owner Insurance
$177,199
99%
ISUSTOTAL (Before Continuencv)
347.929.065
35%
11rota1 Construction .4tdfl.641:0*An 1 .1401.
211 - Insurance & Financing $271,719 0%
0111-1 Premium Construction Insurance 071,719 0%
Total S49.962.749 34%
•
r�za
Exhibit "K"
Project Schedule
47
Schematic Design, 14 -Mar -14 A 18 -Jul -14 A
Prepare Design Development Documents, 01 -Oct -14 A 15 -Feb -15 A
Prepare Ccrimucrion Documents, 05 -Jan -15 A � 01,Jun-15 A
Construction Agreement, 21 -NCV -14 A O
Perform Early:5irework/Install Piles, 27 -Mar -15 A 01 -Oct -15A
Construct Mat & Train Foundations, 22 -Aug -15 R ?-- -- -- - 20 -May -16
Construct Train, Structure, il,Jan Ib A
+.Irk 30-5ep-16
9th Street Abutmenr (C10) Ready for Viaduct FIBS, 0 02 -Aug -16
Construtt5tation5tructure, i7 -Jun -16 C ---==i'-1 24 -Feb -17
Jnstall Precast'V's, 28 -.Oct -16 1 05. Apr-17
—iriurl� 1S -Jun -17
Phase I Viaduct and Platform Areas Readyfor.Track installation, 009 -Dec -16
Install MEP, 13 -Oct -16 03-10A,17
'Nlliiil! OS -May -1J
Perform Interior Rout 18 -Oct -16 —a 26 -Apr -17
wlr® 07 -Sep -17
Perform Systems Smrtup, 07 -Mar -17 21 -Apr -17
01 -Sep 17
IrupectionsITCO, 11 -Mar -17 O 21 -Apr -17
01 -Sep -17
Phase 1 Construction Complete, O 26 -Apr -17
__.. m 07 -Sep -1/
Note. This schedule is subject to change
rdilmft1 Dasign — CarvgVuclion-Pry2 O 0 M pes®n O 0MS Cm- -Pn2
L- C.....fi n- Ph I O Actual w«k o O MS MSApu
Fn 5 denotes AAF Miami t0 WPB Service- Ph 2 represents
completion of Miami Station
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:
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.
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 "SIRE") 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.
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.
M
#36739871_v20