R14-100 •
II
1 RESOLUTION R14 -100
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING A LETTER AGREEMENT BETWEEN FLORIDA EAST
5 COAST RAILWAY, LLC., THE CITY OF BOYNTON BEACH AND ALL
6 ABOARD FLORIDA — OPERATIONS, LLC., RELATING TO THE
7 CROSSING AGREEMENTS AND RAILROAD CROSSINGS
8 REFERENCED THEREIN; AND PROVIDING AN EFFECTIVE DATE.
0
i 0 WHEREAS, All Aboard Florida - Operations, LLC., is developing a high speed intercity!
11 passenger rail service from Miami to Orlando which will traverse the Boynton Beach crossings-
1
)p and
j 13 WHEREAS, there are eight railroad crossing locations existing within the City of
iit Boynton Beach that will be impacted by the proposed high speed rail project; and
i WHEREAS, Florida East Coast Railway and All Aboard Florida have an agreement
6 whereby public safety improvements will be made at the cost of All Aboard Florida however it
does not encompass other costs that the City might wish to add over the basic safety
improvements; and
WHEREAS, the letter Agreement identifies that the City will not be responsible for the
• 1 initial development costs but will be responsible for any and all other costs in accordance with
• the existing Crossing Agreements between the City and Florida East Costs Railway; and
WHEREAS, the City Commission of the City of Boynton Beach upon recommendation
• c of staff, deems it to be in the best interest of the citizens and residents of the City of Boynto
Beach to authorize the City Manager and City Clerk to sign the letter Agreement betwee
Florida East Coast Railway, LLC., the City of Boynton Beach and All Aboard Florida -
• Operations, LLC., relating to the Crossing Agreements and railroad crossings referenced
therein.
1
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
2 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
3 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
4 being true and correct and are hereby made a specific part of this Resolution upon adoption
5 hereof.
6 Section 2. The letter Agreement between Florida East Coast Railway, LLC., the
7 City of Boynton Beach and All Aboard Florida- Operations, LLC., relating to the Crossing
$3 Agreements and railroad crossings referenced therein is approved and the City Manager and
6 City Clerk are authorized to sign the letter Agreement, a copy of the Agreement is attached
16 hereto and made a part here as Exhibit "A ".
1 ) Section 3. That this Resolution shall become effective immediately upon passage.
PASSED AND ADOPTED this 7 day of October, 2014.
CITY OF BOYNTON BEACH, FLORIDA
, r — J- T. 1or
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• - a • asel
411 .-"t
Commiss • • ►.• er
ommissione Mac .y
ATTEST:
• Commissioner — Michael M. Fi patrick
41
•
4 . Prainito, MMC
(h1 Seal)
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Rid - ioo
f a Florida East Coast
tCo
RAILWAY
Robert B. Ledoux
Senior Vice President, General Counsel
and Corporate Secretary
June 18, 2014
James Cherof, Esq.
c/o City of Boynton Beach
3099 E. Commercial Blvd.
Ste. 200
Fort Lauderdale, Florida 33308 -4311
Re: Agreement between Florida East Coast Railway, L.L.C. ( "FECR'), City of
Boynton Beach (the "Licensee") and All Aboard Florida — Operations LLC
(`AAF') with regard to the documents listed on Exhibit A hereto (as amended and
assigned to date, the "Crossing Agreements") relating to the crossings referenced
therein (the "Crossings')
Dear Mr. Cherof:
This letter shall serve to memorialize the agreement reached between Licensee, FECR and AAF
relating to the Crossing Agreements in existence that govern the Crossings (as such Crossings are
more particularly defined in the Crossing Agreements) and terms relating to the construction,
mairtenance and safety of such Crossings. Specifically, and without modification to any other term.
obligation or condition set forth in the Crossing Agreements, Licensee, FECR and AAF hereby agree
to the following terms and conditions, in exchange for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties:
• AAF is developing an intercity passenger rail service from Miami to Orlando (the
` ").
• AAF shall incur the necessary and reasonable capital investments to complete the
initial installation of crossing improvements at the Crossings to the extent required for
the Project to comply with currently applicable laws regarding safety at public
crossings and commence passenger rail service (the "Initial Development Cost "). It
is acknowledged and agreed, however, that the AAF's commitment to cover the
Initial Development Cost for the installation of crossings improvements at the
Crossings for the Project shall not encompass the cost of any other improvements to
the Crossings, including any improvements required or desired by Licensee such as
those related to the establishment of quiet zones. The Initial Development Cost
expressly excludes any and all costs related to such other improvements.
In consideration of the foregoing, Licensee confirms the following:
• The Crossings, as improved for the Project, shall continue to be governed by the
Crossing Agreements.
• The Licensee shall not be responsible for the Initial Development Cost, but shall be
liable for any and all other costs due under the Crossing Agreements with respect to
the Crossings as improved, provided, however, that Licensee shall be entitled to
receive an estimate of any and all costs or expenses to be paid by Licensee pursuant
to the Crossing Agreements at least ninety (90) days in advance of the date by which
payment shall be due.
• AAF is an intended third -party beneficiary of the Crossing Agreements, with the right
to enforce the terns and conditions thereof.
• Except as expressly provided herein with regard to the planned improvements to the
Crossings, the Initial Development Cost and AAF's beneficiary status, all of the
terms, conditions, covenants, agreements and understandings contained in the
Crossing Agreements shall remain unchanged and in full force and effect, and the
same are hereby expressly ratified and confirmed by the Licensee. This includes,
without limitation, the Licensee's continuing obligations related to construction,
maintenance, safety, future changes and upgrades to the Crossings and the
reimbursement of costs, all of which would continue to be governed by the Crossing
Agreements, provided, however, that Licensee shall be entitled to receive an estimate
of any and all costs or expenses to be paid by Licensee pursuant to the Crossing
Agreements at least ninety (90) days in advance of the date by which payment shall
be due.
If these teens are acceptable, please sign this letter in the space provided at the end of this signature
page and return that signed document to us. To facilitate this process, it is agreed that this letter will
be executed in counterparts, each of which will be deemed to be an original copy of this letter and all
of which, when taken together, will be deemed to constitute one and the same agreement. It is also
agre:,d that signed counterparts may be transmitted electronically (as an Adobe PDF file) or by
facsimile, and that delivery in that way shall have the same force and effect as the delivery of
original signatures. Also, this letter will be construed in accordance with the laws of the State of
Florida, without regard to conflict of laws principles. Please understand, however, that the terms of
this letter and any offer presented herein will expire and shall be null and void on the date that is 120
days of the date hereof if it has not been executed and retumed to us by then. Further, if the
improvements at the Crossings for the Project are not completed by December 31, 2018, the terms of
this letter and any offer presented herein will expire and will be null and void.
We do hope to hear from you soon and look forward to working together. if you should have any
questions, please contact Neil Schiller at Becker & Poliakoff (561) 655 -5444 or
nschiller(a. bnle>wal.com.
Sincerely,
Florida East Coast R ilw , L.L.0 All Aboar 'da - Operations LLC
By; Q 13 }.
Print Name: F-C e 6• Ceded Print Name: P. C'E ICNAEI. Rn14
Print Title: 5U-P Print Title: PlEf.6It WO i C DO
7150 Philips l lighway, Jacksonville, FL, 32256
Telephone 904/279 -3111 -- robert.ledouxnfecn►y.com
Cc: Robert Ledoux, FECR
Margarita Martinez Miguez, AAF
AGREED, ACKNOWLEDGED AND CONFIRMED:
By:
Print Name: Lori LaVerriere
Print Title: City Manager
APPROVED AS TO FORNh
!RA
z ATTORNEY
7150 Philips Highway, Jacksonville, FL, 32256
Telephone 904/279-3111 — robert.ledouxxfecrwy.com
Exhibit A
Crossing Agreements Listing
xr ;
Boynton Beach 310 +4102 N.E 22nd Avenue 272476Y City of Boynton Beach 6/18/52
Boynton Beach 311 +3505 M.L King Boulevard 272478M City of Boynton Beach 8/24/94
Boynton Beach 311 +4819 N.E. 6th Avenue 272479U City of Boynton Beach 1114/49
Boynton Beach 312 +1519 East Ocean Avenue 272481V City of Boynton Beach 12/12/00
Boynton Beach 312 +3100 S E. 5th Avenue 272482C City of Boynton Beach 10/5/27
Boynton Beach 312 +5130 S.E. 12th Avenue 272483J City of Boynton Beach 10/5/27
Boynton Beach 314 +4080 S.E. 36th Avenue 272486E City of Boynton Beach 10/28/56
Boynton Beach 311 +1551 N.E 15th Avenue 272477F City of Boynton Beach 10117/71