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HomeMy WebLinkAboutR-97-0420J-97-267 5/30/97 RESOLUTION NO. 2 7 - 4 2. 0 A RESOLUTION, WITH ATTACHMENT(S), APPROVING AN INTERLOCAL AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI (THE "CITY") AND THE MIAMI SPORTS AND EXHIBITION AUTHORITY ("MSEA") PROVIDING FOR THE DEVELOPMENT, OPERATION AND MANAGEMENT OF AN AIR TRANSPORTATION FACILITY, REGIONAL VISITORS CENTER, AND RELATED FACILITIES (THE "PROJECT") TO BE LOCATED ON WATSON ISLAND; FURTHER APPROVING THE CONVEYANCE FROM THE CITY TO MSEA OF A LEASEHOLD INTEREST IN A PARCEL OF LAND, CONSISTING OF APPROXIMATELY TEN (10) ACRES LOCATED ON WATSON ISLAND, FOR THE PURPOSE OF DEVELOPING AND OPERATING THE PROJECT. WHEREAS, pursuant to the findings reported by the Master Plan, prepared in March, 1995, by Thompson Consultants International, there is a demand for air transportation services in the Greater Miami downtown area; and WHEREAS, the City of Miami (the "City") is owner, in fee simple, of all that certain land located in the Greater Miami downtown area, known as "Watson Island"; and WHEREAS, pursuant to Resolution No. 95-80, adopted January 25, 1996, the City Commission approved the "Watson Island Policy Plan 1996", that provides the basis for implementation of plan objectives and emphasizes a statement of the policy for the use of Watson Island; and WHEREAS, the City has completed a Master Plan Study for the development of an air transportation facility on Watson Island; and �ATTACHMENT M-1 CONTAINED CITY COMMISSION MEETING OF JU N 2 6 1997 Resolution No. 97- 420 r, WHEREAS, the City has requested assistance from the State of Florida, in the form of a grant, for the costs of development and construction of an air transportation facility, and the State of Florida has appropriated certain funds for such assistance; and WHEREAS, under the authority of §211.057, Florida Statutes (1983), [now repealed; See §212.0305, Florida Statutes (1995)], the Miami City Commission, by Ordinance No. 9662, established the Miami Sports and Exhibition Authority (MSEA), as an independent and autonomous agency and instrumentality of the City, empowered to acquire in its own name, real i property, and to lease, sell, and license real property, all in accordance with its stated purpose; and WHEREAS, MSEA'S purpose is to promote sports, conventions and exhibitions to the greatest extent feasible; and WHEREAS, by Interlocal Agreement executed as of October 1, 1984, as amended, Dade County, Miami Beach, Miami, and the Village of Bal Harbour created a consortium pursuant to the authority granted in Part I of Chapter 163, Florida Statutes, under which the Greater Miami Convention & Visitors Bureau (the "Bureau") is the officially designated marketing and sales organization for the visitors industry in Dade Count • and g rY Y, WHEREAS the Bureau's mission includes the purpose of establishing a unified effort in the promotion and marketing of conventions and convention sales in Dade County, Florida; and WHEREAS, the Miami City Commission hereby determines that there is rational nexus between the mission and purpose of the Bureau and the mission and purpose of MSEA; and WHEREAS, the Miami City Commission hereby further determines that there will be a synergy created between the aviation industry, MSEA'S purpose of promoting conventions and 2 97- 42© �a. n exhibitions, and the Bureau's effort to promote Dade County as a convention and tourism destination; and WHEREAS, the Miami City Commission hereby further determines that the development of an air transportation facility, and a regional Visitors Center on Watson Island will advance and promote the mission and purpose of the Bureau and of MSEA; and WHEREAS, on April 25, 1996, the Miami City Commission, , passed and adopted Resolution No. 96-281 authorizing and directing the City Manager to negotiate a lease between the City, and MSEA, and designated MSEA as the entity to coordinate the development of the aforementioned facilities on Watson Island; and WHEREAS the Bureau has executed a letter of intent expressing its commitment to enter into a sublease agreement with MSEA for purposes of developing and operating a regional visitors center and administrative offices as part of the aforementioned project; and WHEREAS, pursuant to the provisions of the Florida Interlocal Cooperation Act of 1969, the City and MSEA desire to enter into an Interlocal Agreement for purposes of developing, operating and managing the aforementioned project; 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 incorporated herein as if fully set forth in this Section. Section 2. An Interlocal Agreement, in substantially the attached form, between the City of Miami (The "City") and the Miami Sports and Exhibition Authority ("MSEA") providing � 3 97- 420 for the development, operation and management of an air transportation facility, regional visitors center, and related facilities (the "Project") to be located on Watson Island, is hereby approved. Section 3. The conveyance from the City to MSEA of a leasehold interest in a parcel of land, consisting of approximately ten (10) acres located on Watson Island, for the purpose of developing and operating the Project, is hereby approved. Section 4. This Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED this 2 6 thday of ,Tl,n P , 1997. ATTES • —EMAN, CITY CLERK PREPARED AND APPROVED BY: JULIE O. BRU ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: W 1609:csk:JOB a CAROLLO, MAYOR 97- 420 tf INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF MIAMI AND THE MIAMI SPORTS AND EXHIBITION AUTHORITY 97- 420 it } THIS INTERLOCAL AGREEMENT is made and executed this day of 1997, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (the "CITY"); and the MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous agency and instrumentality of the CITY (the AUTHORITY). STATEMENT OF BACKGROUND AND PURPOSE WHEREAS, pursuant to the findings reported by Thompson Consultants International in the Master Plan prepared in March of 1995, there is a demand for air transportation services in the Greater Miami downtown area; and WHEREAS, the CITY is owner, in fee simple of all that certain land located in the Greater Miami downtown area, in Dade County, Florida known as "Watson Island"; and WHEREAS, the CITY has completed a Master Plan Study for the development of an Air Transportation Facility on Watson Island; and WHEREAS, the CITY has requested assistance from the State of Florida, in the form of a grant, for the costs of development and construction of the Air Transportation Facility, and the State of Florida has appropriated certain funds for such assistance; and WHEREAS, the CITY will procure professional services for purposes of preparing a strategic development plan to create a financially viable development plan for the Air Transportation Facility on Watson Island; and 97- 420 2 AN` Z.. I WHEREAS, under the authority of §211.057, F.S., [now repealed; See §212.0305, I F.S.] the Miami City Commission, by Ordinance No. 9662, established the AUTHORITY as an independent and autonomous agency and instrumentality of the CITY; WHEREAS, the AUTHORITY is empowered to acquire in its own name, real property, and to lease, sell, and license real property, all in accordance with its stated purpose; and WHEREAS, on April 25, 1996, the Miami City Commission, passed and adopted Resolution No. 96-261 authorizing and directing the City Manager to negotiate an agreement between the CITY and the AUTHORITY, and designated the AUTHORITY as the entity to coordinate the development of the Air Transportation Facility, and a regional Visitors center on Watson Island; and I WHEREAS, the Greater Miami Convention & Visitors Bureau (the "Bureau") is the officially designated marketing and sales organization for the visitors industry in Dade County; and WHEREAS, the Bureau's mission is to attract visitors, who in turn contribute substantially to the growth of the aviation industry and therefore it is a vital component of the aviation industry in Dade County; and WHEREAS, the Bureau has executed a letter of intent expressing its commitment to enter into a sublease agreement with the AUTHORITY for purposes of developing and operating a Regional Visitors Center and administrative offices as part of the Watson Island Air Transportation Facility; and WHEREAS, the CITY and the AUTHORITY, with funding assistance from other parties, which will include the Florida Department of Transportation, and the Bureau 97- 420 3 A 4+1, intend to develop, construct and operate the Air Transportation Facility and the Regional Visitors Center at Watson Island. NOW THEREFORE, in consideration of the benefits that will accrue to the parties by virtue of this agreement and the respective terms and conditions contained herein, the parties hereto agree as follows: ARTICLE 1 EXHIBITS AND DEFINITIONS Section 1.1. Exhibits. Attached or to be attached, as specifically indicated in this Interlocal Agreement, are the following Exhibits which form a part of this Interlocal Agreement. Exhibit A -- Survey (attached) Exhibit B -- Conceptual Site Plan (attached) Exhibit C -- Legal Description of the Property (attached) Exhibit D Legal Description of Airport Area (to be attached pursuant to the provisions of Section 6.2 of this Interlocal Agreement) Exhibit E Legal Description of Layout of Adjacent Area (to be attached pursuant to the provisions of Section 6.2 of this Interlocal Agreement) Exhibit F Letter of Intent from the Bureau (attached) Exhibit G Funding Agreement (to be attached pursuant to the provisions of Section 6.5 of this Interlocal Agreement) Exhibit H Joint Participation Agreement (FDOT and City of Miami) (attached) Section 1.2. Defined Terms: Singular, Plural And Gender. Any word contained in the text of this Interlocal Agreement shall be read as the singular, or the plural and as the masculine, feminine or neuter gender, as may be 4 97- 420 applicable in the particular context. More specifically, however, for the purposes of this I Interlocal Agreement the following words shall have the meanings attributed to them in this Section: (i) "Airport Revenue" shall mean those revenues derived by the CITY and the AUTHORITY directly from the Air Transportation Facility ownership and operations, including but not limited to rentals, tolls, fees and charges. (ii) "Air Transportation Facility and Regional Visitors' Center" shall mean the principal facilities which are to be developed, operated and managed at the Property, as provided for in this Interlocal Agreement, which include: the airside and landside facilities the terminal aviation service and support areas the Regional Visitors' Center, and offices related thereto offices for the AUTHORITY "Applicable Laws" shall mean any law (including without limitation, any Environmental Law), enactment, statute, code, ordinance, administrative order, charter, tariff, resolution, order, rule, regulation, guideline, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement of any governmental authority, political subdivision, or any division or department thereof now existing or hereafter enacted, adopted„ promulgated, entered, or issued. (iv) "Construction Documents" shall consist of final working drawings and specifications including, without limitation, the following information: definitive 5 9'-� 420 architectural drawings; definitive foundation and structural drawings; definitive electrical and mechanical drawings; final specifications; landscaping; and graphics. (v) "Environmental Laws" shall mean all applicable requirements of federal, state and local, environmental, public health, and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; Florida Environmental Reorganization Act of 1975. (vi) "Fair Market Rental Value" shall mean what a landlord under no compulsion to lease the premises and a tenant under no compulsion to lease* the premises would determine as rent, taking into consideration the uses permitted under the applicable lease, the quality, size, design and location of the premises to be leased, and the rent for comparable buildings located in the vicinity of Watson Island. (vii) "Interlocal Agreement Date" shall mean the date that this Agreement is fully executed by both parties. (viii) "Impositions" shall mean all governmental assessments, franchise fees, excises, license and permit fees, levies, charges and taxes, general and special, 97- 420 6 ordinary and extraordinary, of every kind and nature whatsoever (irrespective of their nature, including, without limitation, all such charges based on the fact of a transaction, irrespective of how measured) which at any time during the term of this Interlocal Agreement may be assessed, levied, confirmed, imposed upon, or grow, or become due and payable out of or in respect of, or become a lien on: all or any part of the Property, and/or the Improvements including any fixtures, equipment or personal property placed in and any improvements as to the Improvements and/or the Property, including without limitations ad valorem, and other similar taxes on the real estate or the leasehold interest or license and/or the personal property. (ix) "Insurance Trust Account" shall mean a trust account to be administrated by an independent trustee appointed by the CITY and the AUHTORITY who will manage and disburse funds in accordance with Article 15 and 16. (x)"Public Agency" shall mean a political subdivision, agency, or officer of the state of Florida or of any state of the United States, including, but not limited to, state government, county, city, school district, single and multipurpose special district, single and multipurpose public authority, metropolitan or consolidated government, an independently elected county officer, any agency of the United States Government, and any similar entity of any other state of the United States. (xi) "Project" shall mean the development, construction, management and operation of the Air Transportation Facility and Regional Visitors' Center, and any other related facilities and improvements at the Property, including, mooring and docking facilities, and the Improvements to be developed at the Adjacent Area, as such term is defined in this Interlocal Agreement, which improvements may consist of 97— 420 7 Ak l -a F commercial, recreational and retail businesses ancillary to the operations of the Air Transportation Facility and the Regional Visitors Center. (xii) "Property" shall mean that certain area located on Watson Island, which is legally described in Exhibit "C", attached hereto and incorporated herein. ARTICLE 2 PURPOSE OF INTERLOCAL AGREEMENT Section 2.1. Purpose of Interlocal. Pursuant to the provisions of the Florida Interlocal Cooperation Act of 1969, the CITY and the AUTHORITY, hereby enter into this Interlocal Agreement for purposes of developing, operating and managing the Project. Section 2.2. Obligations of CITY and the AUTHORITY. The parties acknowledge that prior to the Interlocal Agreement Date, the CITY applied for State funds, and has been appropriated certain moneys which are to be utilized to fund the cost of development and construction of the airport facilities, contemplated under this Project. The terms and conditions applicable to the receipt and expenditure of those funds are set forth in the Joint Participation Agreement, executed on June 4, 1993, by and between the Florida Department of Transportation (FDOT), and the CITY, as amended, a copy of which is attached and incorporated hereto as Exhibit H, (the "JPA"). The CITY shall be the sponsor of the project identified as Job No: 87098-3810 under the JPA. The CITY shall contribute financial assistance to the extent such financial assistance is made available by the state, or any other Public Agency, or any third party, including the Bureau. The CITY shall establish an account in which shall be deposited all funds pertaining to the Project. The CITY shall �7- 420 8 4t r2, M comply at all times with the conditions prescribed in the JPA. As between the state and the CITY, the CITY shall be the contractual party to the construction contract(s) as shall be entered into for the accomplishment of the Project. The CITY will provide adequate, capable and qualified personnel to supervise the development and construction of the Project. The AUTHORITY covenants that it shall assist the CITY in obtaining any additional financial assistance necessary to complete the development and construction of the Project. The AUTHORITY, subject to the provisions of this Interlocal Agreement, upon possession of the Property, shall assume responsibility for the day to day management and leasing of the Project. Section 2.3. Goals and Responsibilities of the Parties Pertaining to the Air Transportation Facility. The CITY shall be responsible for establishing and approving policies for the operation and maintenance of the Air Transportation Facility. The AUTHORITY, with the assistance of such technical and professional staff of the CITY, as it may require, shall be responsible for the day to day management, operation and leasing of the Airport Transportation Facility. It is further agreed, that neither the CITY nor the AUTHORITY shall be required to expend funds other than Airport Revenue for the operation of the Air Transportation Facility. The Parties hereby agree that it is the goal of this Interlocal Agreement to accomplish the following objectives- (i) To create a synergy between the Air Transportation Facility, the l convention and exhibition centers which are operated by the CITY and the AUTHORITY, and the goals and undertakings of the Regional Visitor's Center which will achieve economic benefits to the convention and exhibition business of the CITY; 97- 420 9 L' (ii) To operate, manage, and maintain the Air Transportation Facilities solely out of Airport Revenues; (iii) To develop policies and practices to ensure that the development and operation of the Air Transportation Facility does not create a negative impact upon the residents of the area surrounding the Airport Area. Section 2.4. Creation of Fund. For the purpose of accurately and adequately recording and accounting for the operations and funds pertaining to the Air Transportation Facility, and for the purpose of providing the AUTHORITY with funds for the necessary expenditures in carrying out the duties and functions required in Section 2.3 of this Article, the CITY shall establish, designate and maintain such separate accounts as it shall consider proper in the sound management of the Airport Revenues, and as required under the terms of the JPA. All Airport Revenue received by the AUTHORITY from the operations of the Air Transportation Facility shall be deposited to the credit of such separate fund. Expenditures from that fund may be made by the AUTHORITY for purposes deemed to be related to the operation and maintenance of the Air Transportation Facility, as authorized by law. Section 2.5. Lease of Property to the AUTHORITY. The CITY hereby leases to the AUTHORITY, and the AUTHORITY takes from the CITY, the Property. The CITY shall transfer possession of the Property to the AUTHORITY upon the satisfaction of the Condition Precedent, as provided for under Section 6.5 of this Interlocal Agreement. io 9 7-- 420 Section 2. 6 Title. The CITY covenants and agrees that, at and until the Interlocal Agreement Date, it is well seized of the Property, and has good title to it, free and clear of liens and encumbrances having priority over this Interlocal Agreement, and that the CITY has full right and authority to enter into this Interlocal Agreement. ARTICLE 3 THE TERM Section 3.1. Initial Term. The initial term of this Interlocal Agreement shall be for forty-five (45) years commencing on the Interlocal Agreement Date. Section 3.2. Renewal Terms(s) The CITY, at its sole and exclusive option, upon request of the AUTHORITY, may extend the term of this Interlocal Agreement, in any increment of years, for an additional twenty (20) years. ARTICLE 4 RENT Section 4.1. Rent. The AUTHORITY shall pay to the CITY rent as follows: (1) Airport Area. The Parties hereby agree that the Rent to be paid to the CITY, if any, for the AUTHORITY'S occupancy and use of the Airport Area, as such term is defined in Section 6.2 of this Interlocal Agreement, and to the AUTHORITY, by subtenants, licensees, and concessionaires, shall be established in accordance with the requirements of the Florida Department of Transportation (FDOT), 11 9 - 420 U 1 including but not limited to requirements set forth in the Airport Assurances Agreement, and if applicable the requirements of the Federal Aviation Administration. (2) Adjacent Area. At such time as the AUTHORITY develops, or procures the development of the Adjacent Area, as such term is defined in Section 6.2 of this Interlocal Agreement, the AUTHORITY shall not convey any interest with respect to the Adjacent Area, unless: (i) the AUTHORITY receives Fair Market Rental Value in connection with any commercial use of the Adjacent Area; and (ii) the AUTHORITY and the CITY negotiate a payment to the CITY which guarantees a fair return to the CITY, which shall be payable to the CITY commencing on the date that the AUTHORITY enters into any agreement for such purposes, including but not limited to, any sublease agreement, management agreement, license or development agreement. 'in the event that the AUTHORITY finances the cost of improvements to the Adjacent Area, the CITY will agree to allow the AUTHORITY to utilize and/or pledge any and all revenues derived from the business conducted upon such area towards the payment of any debt service in connection with such financing. ARTICLE 5 EASEMENTS Section 5.1. Easements Granted to the AUTHORITY. Unless otherwise being provided by the CITY, the CITY hereby agrees to grant such easements in, over, upon, through and under Watson Island, as may be needed and requested by the AUTHORITY or any of its subtenants for the purpose of facilitating the following: 12 97- 420 (a) Utility Easements. Installing, maintaining, repairing and replacing utility facilities such as water, gas, electric, and telephone lines, and storm and sanitary sewers within the Property; (b) • Vehicular Easement. Providing access by service and emergency vehicles to and from the Property, Section 5.2. Limitations on Easement Rights. The CITY shall grant such easements as provided for in Section 5.1 above, provided however the location of the easement is approved by the City Manager, the grant is specifically authorized by a duly adopted t resolution of the City Commission and such easements shall be granted upon the express condition that: (i) The grantee of such easement shall carry on any construction, maintenance or repair activity with diligence and dispatch, and shall use its diligent efforts to complete the same in the shortest time possible under the circumstances (force majeure excepted), and shall not carry on any construction, maintenance or repair activity in the easement area in such manner as to unreasonable interference with the public's use and enjoyment of Watson Island in carrying on such activities; (ii) Except in the event of emergency, the grantee of such easement shall not undertake any construction, replacement, maintenance or repair activity in such easement area unless prior notification is provided to the CITY; (iii) The grantee of such easement shall promptly upon the completion of any such construction, repair or maintenance activity, at no costs to the 13 07- 420 CITY, restore the surface of the easement area as nearly as possible to its former condition and appearance; (iv) The grantee of such easement shall agree to indemnify the CITY from all claims and actions in law and in equity which may arise out of, or as a consequence of the negligence of the grantee, or its authorized agents, servants or employees, in maintaining, repairing and utilizing the easement area. Section 5.3. Easement for Development of Other Areas of Watson Island. Provided that there is no material interference with the AUTHORITY'S use and enjoyment of the Property, the AUTHORITY shall permit the CITY to erect, use, maintain and repair water, sanitary sewer and storm water utilities, mechanical and electrical conduits, pipes, and cables in, to, under and through the Property as often and to the extent that the CITY may now or hereafter deem to be necessary or appropriate for the development of other areas of Watson Island. The AUTHORITY acknowledges that the leasehold interest conveyed under this Interlocal Agreement is subordinate to the CITY'S right to convey, from time to time, such easements as may be necessary for right-of-way, vehicular and pedestrian traffic across or along any or all parts of the Property. Section 5.4. Connection of the Air Transportation Facility and Regional Visitors Center to Utilities. The AUTHORITY, at no cost to the CITY, shall cause the subtenant(s) to install all necessary connections between the improvements to be constructed, or erected on the Property, and the water, sanitary sewer and storm water drain mains, and mechanical g7_ 420 14 and electrical conduits, whether or not owned by the CITY and/or the Miami -Dade a Water and Sewer Authority. The AUTHORITY, shall cause to be paid by the subtenant(s) all the additional cost, if any, of locating and installing new facilities for sewer, sanitary storm water drain mains, water, electrical, and other utilities as needed to service the Property. M ARTICLE 6 I USES Section 6.1. Use of the Property. The Parties to this Interlocal Agreement agree that the Property shall be used for the purpose or purposes set forth in Sections 6.3 and 6.4 below. No use shall be made or permitted to be made of the Air Transportation Facility and Regional Visitors Center, i or the Property, or acts done, which are in violation of any Applicable Law, or the JPA, the breach of which might result in any penalty to the CITY, or forfeiture of the CITY'S j title to the Property. The AUTHORITY shall not commit, or permit any subtenant, licensee, or concessionaire to commit any waste with respect to the Air Transportation Facility and Regional Visitors Center, or any other improvement, building and appurtenance at any time located on the Property. The Air Transportation Facility and Regional Visitors Center, or the Property shall not be used for purposes of conducting any gambling activities thereon, or from there, of any nature whatsoever, without the prior approval of the City Commission, which approval may be unreasonably withheld, or conditioned upon, the payment of additional Rent. Section 6.2 Description of the Airport Area and the Adiacent Area. 15 97- 420 L ',1 The parties acknowledge that the CITY, prior to the Interlocal Agreement Date, or as soon as possible after the Interlocal Agreement Date, shall engage a qualified firm (the "Engineering Firm") for purposes of furnishing general engineering services related to the development contemplated by this Interlocal Agreement. As part of the scope of such services, the Engineering Firm is to provide an Airport Layout Plan which shall legally describe and establish the boundaries of an area within the Property wherein the airport site will be developed, (the "Airport Area"), and which will depict and legally describe the remaining area within the Property as (the "Adjacent Area"). The Airport Area and the Adjacent Area shall be depicted in Exhibits D, and E, which shall be attached and incorporated in this Interlocal Agreement. Section 6.3 Uses Permitted at the Airport Area. The Airport Area is to be utilized for commercial and non commercial aviation activities, specifically to provide seaplane and helicopter services, and all activities in connection therewith, or incidental to the operation of an airport, including, but not limited to, the construction, maintenance and operation of approach areas, runways, taxiways, public aprons, parking areas, hangars, automobile parking areas, navigational aids, lighting facilities, public terminals, offices related to the air transportation services, offices of the AUTHORITY, the Regional Visitors Center and administrative offices related thereto, offices for the U.S. Customs Services, and public facilities appurtenant to the airport, and the Regional Visitors Center, mooring and docking facilities, and for associated facilities beneficial to the airport and Regional Visitors Center. The Air Transportation Facility shall be operated for the use and 97- 420 16 benefit of the public, and all airport facilities and services shall be made available to the public on fair and reasonable terms and without discrimination. Section 6.4 Uses Permitted at the Adiacent Area, The Adjacent Area shall be utilized for the purposes of developing, constructing, and operating thereon commercial uses ancillary to the operations of the Air Transportation Facility and the Regional Visitors Center, including mooring and docking facilities for vessels, retail, cultural, recreational and parking facilities. Section 6.5 Condition Precedent Pertaining to the AUTHORITY'S Obligations Under This Interlocal Agreement. Notwithstanding the fact that the Parties have entered into this Interlocal Agreement, the Parties hereby acknowledge that all liabilities, obligations, and covenants of the CITY and the AUTHORITY under this Interlocal Agreement are contingent upon the AUTHORITY executing a sublease agreement, and a Funding Agreement, with the Bureau (the "Condition Precedent"). Prior to the Interlocal Agreement Date, the AUTHORITY and the Bureau have executed a Letter of Intent wherein the Bureau has expressed its interest in participating in the development and operation of this Project as a subtenant of the AUTHORITY. A copy of the Letter of Intent from the Bureau is attached as Exhibit F. Upon execution, a copy of the Funding Agreement shall be attached and incorporated into this Interlocal Agreement as Exhibit G. In the event that the AUTHORITY and the Bureau are unable to execute a sublease agreement by , the Parties may terminate this Interlocal Agreement. Section 6.6 The Partie's Obligations Pertaining to the Issuance of a Request for Qualifications or Invitation for Bids. 17 97- 4200 !3t The Parties shall comply with the legal requirements, if any, of the Florida Department of Transportation pertaining to the solicitation and selection of individuals, corporations, or other legal entities qualified to: (i) occupy facilities and furnish concessions at the Air Transportation Facility; (i) provide professional services in connection with the planning, design and construction of the Air Transportation Facility, and Regional Visitors Center. (ii) provide professional services for the maintenance and operation of the Air Transportation Facility. Section 6.7. Reservation of Rights of CITY. The CITY reserves the right to subordinate this Interlocal Agreement to the provisions of any future agreement entered into between the CITY and the United States, the County, the State of Florida, and any agency thereof to obtain funding aid for the improvement, operation, or maintenance of the Air Transportation Facility. Section 6.8. Naming Rights. The AUTHORITY shall have the exclusive right to sell, license or otherwise grant the naming rights to the Air Transportation Facility, and any other portion of the Property, or any other facility constructed on the Property, for a period not to exceed the Interlocal Agreement Term, provided, however, that: (a) the CITY approves of the name, which approval shall not be unreasonably withheld or delayed, and (b) the AUTHORITY shall pay to the CITY ninety percent (90%) of any and all moneys 07- 420 18 received by the AUTHORITY in connection with the selling, licensing or granting of such naming rights. ARTICLE 7 PAYMENT FOR MUNICIPAL SERVICES Section 7.1. Payment for Services. The AUTHORITY, and the CITY acknowledge that as of the Interlocal Agreement Date, the definition of "governmental, municipal, or public purpose" as set forth in Section 196.012 of the Florida Statutes provides that: a governmental, municipal, or public purpose or function shall be deemed to be served or performed when the lessee under any leasehold interest created in property of any governmental unit is demonstrated to perform a function or serve a governmental purpose which could properly be performed or served by an appropriate governmental unit, or which is demonstrated to perform a function or serve a purpose which would otherwise be a valid subject for the allocation of public funds; and that an activity undertaken by a lessee which is permitted under the terms of its lease agreement of real property designated as an "aviation area" on an airport layout plan which has been approved by the Federal Aviation Administration, and which real property is used for the administration, operation, business offices and activities related specifically thereto in connection with the conduct of an aircraft full service fixed base operation which provides goods and services to the general aviation public in the promotion of air commerce shall be deemed an activity which serves a governmental, municipal, or public purpose or function. Additionally, the use by a lessee, licensee, or management company of real property or a portion thereof as a convention center, visitors center, is 19 97- 420 deemed a use that serves a governmental, municipal, or public purpose or function when access to the property is open to the general public with or without a charge for admission. Therefore, in the event that the Property, or any of the Improvements constructed thereon is exempt from ad valorem taxation, the Parties agree that in recognition of the municipal services provided to the Property by the CITY, and in support of these municipal services, the AUTHORITY hereby covenants that any sublease agreement, license agreement, concession agreement, or management agreement entered into by the AUTHORITY, in connection with the Property, and the Improvements thereon, shall include a covenant obligating any such subtenant, licensee, concessionaire, or management entity to be pay to the CITY an annual payment which shall never be less than, the amount of ad valorem taxes which the CITY would receive from the Property and the Improvements, from such subtenant, licensee, concessionaire, or management entity if its use were not exempt under the law, based on the appraised value of that portion of the Property and the Improvements utilized by such subtenant, licensee, concessionaire, or management entity, as such amount would be established by the Dade County Property Appraiser (the "Municipal Service Payment"). Section 7.2. Manner of Payment. The Municipal Service Payment shall be payable in annual installments. The AUTHORITY shall cause the first installment to be paid to the CITY by the Bureau upon the completion of construction of the Air Transportation Facility and Regional Visitors Center. Thereafter, the AUTHORITY shall require any other licensee, concessionaire, 20 97- 420 .NM -.t�}� �li` W+g4s �? ._r or management entity to pay to the CITY annual installments of the Municipal Service Payment, as provided for above. ARTICLE 8 CITY'S RIGHT OF ENTRY Section 8.1. CITY'S Right of Entry. The AUTHORTY shall permit the CITY and its agents, representatives, employees, and or designees of the CITY to enter into the Air Transportation Facility and Regional Visitors Center, and to all other areas of the Property, at all reasonable times for any reasonable purpose, provided, however, that the CITY'S rights under this Section shall not unreasonably interfere with the operation of the Air Transportation Facility and Regional Visitors Center, or the performance of the AUTHORITY'S obligations under this Interlocal Agreement. ARTICLE 9 PARTICIPATION OF ADDITIONAL PUBLIC AGENCIES, ASSIGNMENTS AND SUBLEASE AGREEMENTS Section 9.1. Participation of Additional Public Agencies, Assiqnments and Sale of Property. The Parties hereby agree and understand that this Interlocal Agreement is entered into to facilitate the delivery of certain public services, and to manage and operate related commercial facilities in, connection therewith. Therefore, at any time during the term of this Interlocal Agreement, if the Parties determined that to make the most efficient use of their powers it would be necessary and advantageous to cooperate with other Public Agencies, or that the services and function of the AUTHORITY under this Interlocal Agreement would be more efficiently served by 21 97- 420 The AUTHORITY and the CITY recognize that there may be additional parties with which either the CITY, or the AUTHORITY may be dealing with for purposes of obtaining funds to undertake the construction of the Improvements described in this Article. Accordingly, the Parties shall use good faith to assist and cooperate with each other in their respective efforts to secure the financing for this Project, including, without limitation, executing and/or consenting, as applicable to the documents and actions required in connection therewith. Section 10.3. The Improvements. At such time as adequate financing has been secured for the cost of development and construction, and pursuant, the requirements of the JPA, the conditions of the sublease agreement to be entered into by and between the AUTHORITY and the Bureau, and the Funding Agreement in connection therewith, and in the manner provided by law, including but not limited to the provisions of Section 287.055 of the Florida Statutes, the Parties shall commence and complete the development and construction of improvements to the Airport Area and the Adjacent Area. All improvements constructed upon or installed at the Property including approach areas, runways, taxiways, public aprons, parking areas, hangars, automobile parking areas, navigational and navigational aids, lighting facilities, public terminals, offices related to the air transportation services, offices for the AUTHORITY, the Regional Visitors Center and administrative offices related thereto, offices for the U.S. Customs Services, and public facilities appurtenant to the airport and the Regional Visitorss Center, shall be referred to in this Interlocal Agreement as the "Improvements". 23 f 97 - 420 :u x, Section 10.4. Manner of Construction of Improvements. The construction of the Improvements on the Property shall be in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and other applicable legal requirements and with respect to the Air Transportation Facility and Regional Visitors Center, in accordance with the JPA, the Preliminary Plans and 1 Construction Documents, which shall be approved in the manner set forth below. Section 10.5. Design Concept Plans and Preliminary Drawings. All Improvements for the Property shall be designed so as to achieve an integrated site development incorporating the Air Transportation Facility and Regional Visitors Center in a manner which maximizes the flow of visitors through the Air Transportation Facility and Regional Visitors Center. The Parties will obtain preliminary drawings that will depict the size and locations of all the structures and the features for the design of the Air Transportation Facility and Regional Visitors Center. Section 10.6. Review and Approval of Preliminary Plans. The Parties shall submit Preliminary Plans to the City Manager for review and approval as follows: I (a) Air Transportation Facility and Regional Visitors Center. The Parties in coordination with the Bureau, and any other of the AUTHORITY'S subtenants, or the operator or manager of the Air Transportation Facility, if such entities are selected prior to construction of the Improvements, shall submit the Preliminary Plans to the City Manager for written approval. Upon receipt of each set of Preliminary Plans representing a certain stage of construction, the City Manager shall review same and shall promptly (but in any event within fifteen [15] calendar days after such receipt) give 9- 7- 420 24 'Ltig"4 at. f� i the Parties written notice of his approval or disapproval setting forth in detail each of its i reasons for any disapproval. If no written response is delivered to the Parties within fifteen (15) calendar days after submission of such Preliminary Plans, or within five (5) calendar days of any resubmission thereof, they shall be deemed approved, except that no violation of applicable governmental statutes, local ordinances, codes, plans, laws or regulations, shall be deemed waived thereby. In the event of a disapproval, the Parties shall, within a reasonable time from the date the Parties receive the notice of such disapproval resubmit such Preliminary Plans to the City Manager, altered to satisfy the reasonable 1 and proper grounds given for disapproval. Any resubmission shall be subject to review and approval by the City Manager in accordance with the procedure hereinabove jprovided until same shall be approved by the City Manager. i Section 10.7. Review and Approval of Construction Documents. i { After approval of Preliminary Plans for the Air Transportation Facility and Regional Visitors Center, the Parties shall submit to the City Manager two sets of Construction Documents for the Air Transportation Facility and Regional Visitors Center when the Documents are 10% complete, 50% complete and 90% complete. Upon receipt thereof, the City Manager shall review same, and shall promptly (but in any event within fifteen [15] days after such receipt), give the Parties notice of its written approval or disapproval, setting forth in detail its reasons for any disapproval. The City Manager's rights to disapprove the Construction Documents submitted shall be limited to matters depicted in the Construction Documents which do not conform substantially to the approved Preliminary Plans or previously approved Construction f �?-- 420 25 Documents for other stages of the Air Transportation Facility and Regional Visitors Center, or elements not presented in the approved Preliminary Plans, or which are violations of governmental statutes, local ordinances, codes, plans or regulations, or the JPA. If no response from the City Manager is delivered to the Parties within fifteen (15) days after the submission of such Construction Documents, or within five (5) calendar days of any resubmission thereof as hereinafter provided, they shall be deemed approved, except that no violations of applicable laws, statutes, ordinances, codes, or regulations shall be deemed waived thereby. In the event of a disapproval, the Parties shall, within a reasonable time from the date of its receipt of the notice of such disapproval, resubmit the Construction Documents, for that stage, to the City Manager altered to satisfy the grounds given for disapproval. The City Manager's determination of what constitutes matters that do not conform substantially to the approved Preliminary Plans or previously approved Construction Documents shall be final and conclusive. Any resubmission shall be subject to review and approval by the City Manager. Once the final Construction Documents for the Air Transportation Facility and Regional Visitors Center are approved by the City Manager, the Parties shall submit them to the City's Building and Zoning Department, with notice to the City Manager of such submittal for final construction permitting. Section 10.8. Performance and Payment Bonds. The Parties shall require and procure from the contractor or contractors undertaking any part of the construction and equipping of the Improvements, performance and payment bonds in connection with each 'of the contracts. The Parties shall also require and procure from such contractor or contractors, waivers of all liens 26 97— 420 ,y47 or rights of lien for labor and materials furnished in the construction and equipping of the Improvements. Section 10.9. Insurance. The Parties shall require every such contractor to furnish insurance protecting the CITY, and the AUTHORITY and their respective commissioners, officers, agents, and employees, as their interests may appear, against any claim for personal injuries, death claims, and property damage that may be asserted because of the construction and equipping of the Project. The insurance required herein is to be of the type and in those amounts as may be determined by the City Manager. Section 10.10. Title to the Improvements. At all times during the term of this Interlocal Agreement, title to all Improvements located upon the Property, shall vest in the CITY, unless otherwise authorized by the City Commission. Section 10.11. CITY Property to Remain Free of Liens. The AUTHORITY shall have no power, or right to, and shall not in any way encumber the CITY'S fee simple interest in the Property. If any mechanics' liens shall at any time be filed against the Property, as a result of the actions of the AUTHORITY, or any of the subtenants, licensees, or concessionaires, the AUTHORITY shall promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof, and if unsuccessful in such contest, to have the same discharged. Section 10.12. Prompt Payment of Materialmen and Suppliers. �-- 420 27 N The Parties shall cause to be made, prompt payment of all money due and legally owing to all persons doing any work, including subcontractors, or providing supplies and equipment in connection with the development, construction, reconstruction, or operation of the Improvements. Nothing in this section shall limit the right of the Parties to contest, in good faith, by legal proceedings or otherwise, whether any amount claimed, or alleged to be due and owing to any such person is legally due and owing, and the Parties may withhold payment of such amounts pending resolution of such dispute. Section 10.13. Permits and Authorizations. The CITY shall assist the AUTHORITY and its subtenants, licensees and concessionaires in obtaining all other permits, certificates and authorizations needed for the construction of the Air Transportation Facility and Regional Visitors Center. Any permits or other formal government approvals, when requested by the AUTHORITY from the CITY, will not. be unreasonably withheld, delayed, or conditioned by the CITY. Section 10.14. Parking. The Parties may construct or cause to be constructed, at the Adjacent Area, as required by the Project, parking facilities. Area. Section 10.15. Manner of Construction of Improvements Upon the Adiacent In the event that the Parties develop or cause the development and construction of Improvements upon the Adjacent Area, all plans for such development and construction shall be reviewed and approved in the manner set forth in this Article, and 28 97- 420 Y ,kou1� z 1 all such development and construction shall be undertaken in accordance with the i conditions set forth in this Article. ARTICLE 11 NOTICES Section 11.1. Method and Addresses. All notices, demands, or other writings required or allowed in this Interlocal Agreement must be In writing and shall be delivered or sent, with copies indicated, by personal delivery, certified mail, telefax or overnight delivery service to the Parties as jfollows (or at such other address as a Party shall specify by notice given pursuant to this Section) TO THE CITY: CITY OF MIAMI ATTN: City Manager 3500 Pan American Drive Miami, Florida 33133 Telefax No. 305-285-1835 WITH COPIES TO: CITY ATTORNEY City of Miami Riverside Building 444 S.W. 2"d Avenue 9th Floor Miami, Florida 33120 Telefax No. 305-416-1801 MAYOR AND CITY COMMISSIONERS City of Miami 3500 Pan American Drive Miami, Florida 33133 TO THE AUTHORITY: MIAMI SPORTS AND EXHIBITION AUTHORITY City of Miami Riverside Building 444 S.W. 2"d Avenue 9`h Floor Miami, Florida 33121 Telefax No. 97- 420 29 ARTICLE 12 IMPOSITIONS Section 12.1. Impositions as Additional Rent. The AUTHORITY shall include in all subleases, licenses or concession 1 agreements an affirmative obligation on the part of the subtenant(s), licensee(s), or concessionaire(s) to pay and discharge, as they become due, any and all Impositions, promptly and before any fine, penalty, interest or cost may be added to such Imposition. ARTICLE 13 MAINTENANCE, REPAIR AND ALTERATIONS Section 13.1. Alterations, Improvements, and Changes Permitted. f AUTHORITY shall have the right to effect or permit its subtenant(s) to effect all i alterations, repairs, improvements and changes, and any alterations, repairs, improvements, that are necessary for the health, safety and welfare of the subtenants, licensees and patrons using the Property, or to preserve the structural integrity of the Air Transportation Facility and Regional Visitors Center, or to effectuate improvements, or repairs that must be made to comply with provisions of this Interlocal Agreement or the JPA. Section 13.2. Maintenance. The AUTHORITY shall require its subtenant(s), licensees, and concessionaires, to maintain, at no cost to the CITY, all the Property demised under any sublease Agreement, and the Improvements to be constructed - thereon, in a presentable condition consistent with good business practice, and in a safe, neat, clean and good 30 � '- 420 Sr x. ) physical condition. Section 13.3. Repairs. The AUTHORITY shall require its subtenant(s), licensees, and concessionaires, to repair, at no cost to the CITY, all the Property demised under any sublease Agreement, and the Improvements to be constructed thereon, in a presentable condition consistent with good business practice, and in a safe, neat, clean and good physical condition. Section 13.4 CITY'S Reservation of Rights. The CITY reserves the right to take any action it considers necessary to protect the aerial approaches of the airport against obstruction, together with the right to Iprevent the AUTHORITY or the Bureau or any other subtenant from erecting, or i permitting to be erected, any building or other structures on the Property which in the opinion of the CITY, would limit the usefulness of the Air Transportation Facility or constitute a hazard to aircraft. ARTICLE 14 COMPLIANCE WITH APPLICABLE LAWS Section 14.1. Legal Requirements. During the term of this Interlocal Agreement, the Parties shall comply with all Applicable Laws. The AUTHORITY shall require all subtenants, licensees, concessionaires or management firms to comply with all Applicable Laws and shall require all subtenants, licensees, concessionaires or management firms, to obtain and maintain at no cost or expense to the CITY, all necessary permits and licenses that are required in connection with their operation of and use of the Property. 31 917- 420 ti.. ARTICLE 15 INSURANCE Section 15.1 Property to be Insured. Prior to entering into any sublease agreement, license, concession, or management agreement, the AUTHORITY shall submit a copy of such proposed sublease agreement, license, concession, or management agreement to the City iManager for purposes of allowing the City Manager to review and, if deemed necessary by the City Manager, to revise the insurance requirements set forth therein, which revisions shall then be included in the proposed sublease agreement, license, concession, or management agreement. The insurance to be required by the AUTHORITY under any sublease agreement, license, concession, or management I 1 agreement shall include the following coverage: (a) Property. Insurance against loss or damage to the Improvements resulting from fire, i windstorm, hail, lightning, vandalism, malicious mischief and such other perils ordinarily included in special causes of loss property forms, including coverage for flood, if available, and which insurance shall in all events cover all risks covered by policies commonly referred to as all risk policies. Such insurance shall be maintained in an amount not less than the full replacement cost of the Improvements including any costs which may be required to comply with Applicable Laws. (b) Liability. Commercial general liability insurance and liquor liability insurance which shall provide coverage against claims against the CITY or the AUTHORITY for bodily injury (including death) and property damage resulting directly or indirectly from any act, omission or activities of the CITY or the AUTHORITY or any of its respective employees, agents, 32 3";�-� 420 �t� subtenants, licensee, concessionaires, invitees, patrons, or contractors, with limits not less than $ each occurrence, $ general aggregate, $ products/completed operations aggregate, and $ personal injury naming the CITY as an additional insured on Additional Insured Designated Person or Organization form CG 2026 or its equivalent. (c) Workers' Compensation. Workers' Compensation insurance complying with the statutory limits of the State of Florida, including employer's liability with limits of $ each person by bodily injury, $ each person by disease and $ disease policy limit, to insure all persons or entities employed by the AUTHORITY or any of its subtenants, licensees, or concessionaires in connection with the Air Transportation Facility and the Regional Visitors Center and the Property. (d) Builder's Risk. During construction, in addition to the other insurance coverage's required under this Article, builder's risk insurance under a special clause of loss property form, written on a completed value basis, in an amount not less than the projected total cost of construction of the Improvements as reasonably estimated by the AUTHORITY. (e) Additional Coverages. Such other insurance coverages as the CITY may from time to time reasonably require consistent with commercially reasonable practices and standards in the industry. Section 15.2. Provisions. 33 97 - 420 IY�' 1 (a) All policies of insurance referred to in this Article shall be in form i and substance satisfactory to the CITY and issued by insurance companies satisfactory i to the CITY. (b) The AUTHORITY shall require that all of the premiums therefor be paid, and that such policies, or certificates thereof, are delivered to the CITY prior to the commencement of any construction or occupancy upon the Property, and at least thirty (30) days prior to the expiration of any such policy, a certificate of insurance of the renewal policy shall be provided to the CITY. In the event the AUTHORITY fails to enforce the requirements of insurance herein called for or any of its subtenants, licensees, concessionaires or management firms fail to pay the premiums therefor, or to deliver such policies, or certificates thereof, to the CITY, the CITY shall be entitled, but shall have no obligation, to cause such insurance to be issued and pay the premiums therefor, which premiums shall be collected as additional rent payable to the AUTHORITY by its subtenants, licensees, concessionaires or management firms and after receipt of such payment the AUTHORIY shall reimburse the CITY. (c) Each insurer shall by endorsement on its policy or by independent instrument furnished to the CITY provide that the CITY be given sixty (60) days written notice before any policy shall be altered or canceled. Any modification to the insurance requirements of this Interlocal Agreement shall require the prior written approval of the City Manager. (d) All required insurance shall be by valid and enforceable policies issued by financially sound insurance companies, rated not less than B= IX in Best's 9' -- 420 34 4,ya�' WI Rating Guide (most current edition) or other insurance companies agreed to by the CITY. (e) The proceeds payable under all the insurance required hereunder shall be made available to the Parties to be utilized as provided for under Article 16 below. ARTICLE 16 DAMAGE OR DESTRUCTION Section 16.1. Adequatelv Insured Damage or Destruction. If the Improvements are damaged or otherwise destroyed, and such damage or destruction was caused by a casualty covered and proceeds are paid under an insurance policy, such insurance proceeds (the "Insurance Proceeds") shall be deposited into the Insurance Trust Account, and concurrently with such deposit the Parties shall deposit the applicable deductible into the Insurance Trust Account with disbursements to be made to the Parties in order to repair such damage or destruction as soon as reasonably possible, and this Interlocal Agreement shall continue in full force and effect. The Parties shall commence the restoration as soon as reasonably possible following the damage or destruction, and shall use good faith efforts to diligently and continuously prosecute the restoration to completion. Such restoration shall be in accordance with and in compliance with all Applicable Laws and, if the plans are materially different from those used originally to construct the Air Transportation Facility and Regional Visitors Center, the plans must be approved by the City Manager. 35 97- 420 All such restoration shall be performed by the Parties in accordance with the requirements set forth in Article 10. Section 16.2. Underinsured. If the Improvements are damaged or otherwise destroyed, and such damage or destruction was caused by a casualty not covered under the insurance required by Article 15 of this Interlocal Agreement, or if so covered the Insurance Proceeds are insufficient to pay the costs of restoration the Parties shall cooperate with each other in locating and securing additional funds which may be available from other Public Agencies. In any event, the AUTHORITY shall within one hundred and twenty (120) days from such damage or destruction provide the CITY with written notice of the AUTHORITY'S election either to utilize the Insurance Proceeds along with other funds to pay the cost of restoration, or to terminate this Interlocal Agreement. In the event that the AUTHORITY elects to utilize Insurance Proceeds and other funds to restore the Improvements, concurrently with such election, the AUTHORITY shall: (a) deposit the deductible amount into the Insurance Trust Fund, and (b) commit in writing to deposit the amount of any deficiency into the Insurance Trust Fund and provide .the CITY with evidence that the AUTHORITY has secured sufficient funds to cover the deficiency. The Parties shall commence the restoration as soon as reasonably possible following the damage or destruction, and shall use good faith efforts to diligently and continuously prosecute the restoration to completion. Such restoration shall be in accordance with and in compliance with all Applicable Laws and, if the plans are materially different from those used originally to construct the Air Transportation Facility and Regional Visitors Center, the plans must be approved by the City Manager. 36 97- 420 .,aFv,i••• c 1 All such restoration shall be performed by the AUTHORITY in accordance with the requirements set forth in Article 10. Section 16.3. Damage or Destruction Occurring Toward End of Term. In case of damage or destruction of the Air Transportation Facility and Regional Visitors Center, or any of the other Improvements, occurring during the last five (5) years of the term of this Interlocal Agreement Term, and the damage is such that the cost of restoration is more than 75% of the full replacement cost of the Air Transportation Facility and Regional Visitors' Center, then either the AUTHORITY or the CITY, may elect to terminate this Interlocal Agreement by written notice to the other within sixty (60) days after the occurrence of such damage or destruction, in which case the CITY shall be entitled to receive all the Insurance Proceeds, subject to ,any rights of any lender to receive the outstanding principal and interest on any construction loans which have been approved by the CITY. ARTICLE 17 UTILITIES Section 17.1. Payment of Utilities.. The AUTHORITY, shall cause to be paid, all charges for consumption of water, gas, heat, light, power, telephone service, and other public utilities of every kind furnished to the Property throughout the Interlocal Agreement Term, and all other costs and expenses of every kind whatsoever of or in connection with the installation use, operation, and maintenance of utilities at the Property. ARTICLE 18 GOVERNMENTAL PURPOSE AND FINANCIAL SUPPORT 97- 420 37 S 't! L.s May jl Section 18.1. Governmental Purpose and Financial Support. The conveyance of the leasehold interest in the Property under this Interlocal Agreement, and the Parties activities pertaining to planning, establishment, . development, construction, improvement, maintenance and operation of the Air I Transportation Facility and Regional Visitors Center, are public and governmental functions exercised for a public purpose. The CITY shall cooperate with and assist the AUTHORITY in all matters respecting the development and construction of the Project. Upon completion of the Project. the AUTHORITY shall be responsible for the leasing, management and operation of the Project, provided, however, that any liability incurred by the AUTHORITY in the leasing, management, and operation of the Project shall not be binding on the CITY unless the CITY has in writing, prior to the AUTHORITY incurring such liability, approved funding by the CITY for the payment thereof. ARTICLE 19 ABSENCE OF THIRD PARTY BENEFICIARIES Section 19.1. No Third Party Beneficiaries. Nothing in this Interlocal Agreement, express or implied, is intended to (a) confer upon any entity or person other than the Parties any rights or remedies under or by reason of this Interlocal Agreement as a third -party beneficiary, or otherwise; or (b) authorize anyone not a party to this Interlocal Agreement to maintain an action pursuant to or based upon this Interlocal Agreement. ARTICLE 20 DEFAULT AND REMEDIES Section 20.1. Events of Default. 38 97-- 420 The occurrence of any one or more of the following events is deemed an "Event of Default": (a) If the AUTHORITY defaults in the due and punctual payment of any installment of any Rent when due and payable in accordance with this Interlocal Agreement, and such default continues for more than Ten (10) days after the sum is due; (b) In the event either Party defaults in the due performance or observance of any covenant or condition or provision, under this Interlocal Agreement, other than the payment of Rent, and such default continues for more than thirty (30) days after written notice of the default from the non defaulting Party. Section 20.2. Remedies. (a) If any Event of Default occurs, the Party not at fault shall have the right, to terminate this Interlocal Agreement upon (15) Fifteen days written notice. Section 20.3 No Waiver. The waiver (either expressed or implied by law) by either Party of any default of any term, condition or covenant herein contained shall not be a waiver of any subsequent default of the same or any other term, condition or covenant herein contained. No waiver made by either Party with respect to performance, or manner or time thereof, of any obligation of the other Party or any condition to its own obligation under this Interlocal Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligations of the other Party, or conditions to its own obligation beyond those expressly waived, and to the extent thereof, or a waiver in regard to any other rights of the Party making the waiver or in 39 9 i - 420 t regard to any obligation of the other Party. Section 20.4 Remedies Cumulative. No remedy conferred upon or reserved to the CITY, or the AUTHORITY shall be considered exclusive of any other remedy, but shall be cumulative and shall be in addition to every other remedy given under this Interlocal Agreement or existing at law or in equity or by statute; and every power and remedy given by this Interlocal Agreement to the CITY or the AUTHORITY may be exercised from time to time and as often as occasion may arise or as may be deemed expedient by the CITY or the AUTHORITY. No delay or omission of CITY or AUTHORITY to exercise any right or power arising from any default shall impair any right or power, nor shall it be construed to be a waiver of any default or any acquiescence in it. Section 20.5. Unavoidable Delay. For the purpose of any of the provisions of this Interlocal Agreement, neither the CITY (including the City Manager) nor the AUTHORITY, as the case may be, shall be considered in breach of or in default in any of its obligations under this Interlocal Agreement in the event of Unavoidable Delay in the performance of any such obligations due to strikes, lockouts, acts of God, inability to obtain labor or materials due to governmental restrictions, availability, enemy action, civil, commotion, fire, unavoidable casualty, (not including such party's insolvency of financial condition), it being the purpose and intent of this paragraph that in the event of the occurrence of any such Unavoidable Delays the time or times for the performance of the covenants, and provisions of this Interlocal Agreements, shall be extended for the period of Unavoidable Delay; provided, however, that the Party seeking the benefit of the 40 91= 420 provisions of this Section shall, within thirty (30) days after such Party shall have become aware of such Unavoidable Delay, give notice to the other Party thereof, in writing of the cause or causes thereof, and the time anticipated to be delayed. ARTICLE 21 LEGAL COUNSEL Section 21.1. Legal Counsel. The City Attorney shall be the legal advisor of and attorney and counsel for the CITY, and for all matters related to the purpose of this Interlocal Agreement. ARTICLE 22 ATTORNMENT BY SUBTENANT AND NON DISTURBANCE BY CITY Section 22.1. Cancellation or Termination of Interlocal Agreement. I The cancellation or termination of this Interlocal Agreement by the Parties hereto, shall not interfere with any rights of subtenants under this Interlocal Agreement, provided that: (i) such sublease agreements have been approved by the CITY; (ii) the subtenants are not in default under their respective agreements; (iii) and such subtenants enter into agreements with the CITY whereby such subtenants attorn to the CITY, assume all obligations and liabilities in connection with the portion of the Property under their respective sublease agreement, including but not limited to: maintenance, repairs, Impositions, insurance and liability for damage, destruction and environmental contamination. ARTICLE 23 MORTGAGE FINANCING AND ISSUANCE OF BONDS Section 23.1 Leasehold Mortgage. 41 97- 420 2' M aai .3fi. Provided that an Event of Default has not occurred and is not continuing, the AUTHORITY shall have the right, subject to the City Commission's approval, at any time and from time to time to encumber the leasehold estate created by this Interlocal Agreement and any Improvements by mortgage or other security instrument. ARTICLE 24 ENVIRONMENTAL Section 24.1 Environmental Warranty of AUTHORITY. The AUTHORITY warrants and represents that it will not, nor will it permit any of its subtenants, licensees, concessionaires or management firms to unlawfully use or employ the Property, or any of the facilities thereon to handle, transport, store, treat, or dispose of any hazardous wastes or substances, on the Property, excluding any such wastes, or substances existing on the Property prior to the Interlocal Agreement Date, and further excluding any such wastes or substances that may migrate onto the Property from adjoining land, or water after the Interlocal Agreement Date. The AUTHORITY warrants and represents that it will not knowingly conduct , nor will it permit any of its subtenants, licensees, concessionaires or management firms to conduct any activity on the Property in violation of any applicable Environmental Laws and that any activity on or relating to the Property, and the operations of the Air Transportation Facilities will be conducted in full compliance with all Environmental Laws and all terms, conditions and requirements of any and all permits, licenses, consents, approvals, and authorizations of any federal, state, or local regulatory agencies or authorities. Nothing set forth herein above is intended to prohibit the AUTHORITY from authorizing subtenants, licensees, or concessionaires to undertake 97- 420 42 St X, i ie all activities in connection with the receipt, distribution, storage, handling, purchase, sale, and dispensing of aviation fuel and other similar products for aircrafts. ARTICLE 25 MISCELLANEOUS Section 25.1. Section Captions The captions appearing in this Interlocal Agreement are for convenience only and shall in no way define, amplify, limit or describe the scope or intent of this Interlocal Agreement or any part thereof. Section 25.2. Other Documents. The CITY and the AUTHORITY shall take all such actions and execute all such documents which may be reasonably necessary to carry out the purposes of this Interlocal Agreement, whether or not specifically provided for in this Interlocal j Agreement. Section 25.3. Counterparts I This Interlocal Agreement may be executed and delivered in two counterparts, each of which shall be deemed to be an original and both of which, taken together, shall be deemed to be one Interlocal Agreement. Section 25.4. Entire Agreement. This Interlocal Agreement, and the documents which are Exhibits to this Interlocal Agreement contain the sole and entire agreements entered into by the Parties with respect to their subject matter, and supersede any and all other prior written, or oral agreements between them with respect to such subject matter. Section 25.5. Severability 97- 420 43 a.• af�w :�., If any term, or provision of this Interlocal Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Interlocal Agreement or the application of such term or provision to the persons, or circumstance other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Interlocal Agreement shall be valid and be enforced to the fullest extent permitted by law. Section 25.6. Approvals and Consents. Wherever in this Interlocal Agreement the approval or consent of any party is 1 required, it is understood and agreed that such approval or consent will not be unreasonably withheld or delayed, unless the context specifically indicates otherwise. Section 25.7. Governing Laws. This Interlocal Agreement shall be governed by the laws of the State of Florida. This Interlocal Agreement is subject to and shall be interpreted to effectuate its compliance with the Charter of the City of Miami. Section 25.8. Amendments. No amendment may be made to this Interlocal Agreement unless authorized by the City Commission and the AUTHORITY. Section 25.9 Waiver of Jury Trial. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on, or in respect of, any matter whatsoever arising out of or in any way connected with this Interlocal Agreement, the relationship of Landlord and Tenant hereunder, the AUTHORITY'S use or occupancy of 97- 420 44 A z the Property and/or any claim of injury or damage. Section 25.10 Quiet Enioyment. If the AUTHORITY pays the rents and other amounts due under the Interlocal Agreement, observes and performs all the terms, covenants and conditions hereof, the 1 AUTHORITY shall peaceably and quietly hold and enjoy the Property for the Interlocal Agreement Term, without interruption by CITY, subject to the terms and conditions of this Interlocal Agreement. Section 25.11 Surrender of Possession. Upon the expiration or earlier termination of the Interlocal Agreement pursuant to the provisions hereof, the AUTHORITY shall deliver to the CITY possession of the Property in good repair and condition, reasonable wear and tear excepted. Section 25.12 Attorney's Fees. fIn the event that legal action is taken by either party to enforce any of the f 4 provisions of this Interlocal Agreement, the prevailing party shall be entitled to reasonable attorney's fees in connection with any such action. IN WITNESS WHEREOF, the parties have executed this Interlocal Agreement at . Miami, Florida on the day and year first above written. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida By: By: WALTER J. FOEMAN EDWARD MARQUEZ City Clerk City Manager 97- 420 45 ATTEST: 0 APPROVED AS TO INSURANCE REQUIREMENTS: By: Risk Management Department F:Watson/interlocal.doc 46 By: Bv: MIAMI SPORTS AND EXHIBITION AUTHORITY APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, III City Attorney 0 = 420 w 0 to City of Miami woVisitor Center Seaplane Terminal EXHIBIT Seaplanes Z,7v' Heliport Biscayne Bay Docking Facilities Property Boundry e0, Biscayne Bay Miami Yacht A------ Club Public Boat 1/ Ramp Miami Outboard Club to Miami Beach k 1 February 1992 WPI No: 682109Z Fund: o 1 o SAMAS Approp: 088800 - Function:_ _6'17 SAMAS Obj.: nong0 job No: s7n9g-ul0 Federal No: Org. Code:_ 55n62n2n628 Contract No: AA 21(0 Vendor No.: F596000375010 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this 4 day of 19 13, by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State'of Florida, hereinafter called the Department, and the City of Miami hereinafter called the Agency. WITNESSETH.- WH4REAS, the Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the'implem4ntation of an integrated and balanced transportation system and is authorized under F.S. 332.006(6) to enter into this•Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement. The purpose of this Agreement is to conduct a Master Plan Study for the proposed Air Transportation Service Facility at Watson Island, Miami, Florida i and as further described in Exhibits) A—B—C attached hereto and by this reference made a part hereof, hereinafter called the project, and to provide Departmental financial assistance to the Agency and state the terms and conditions upon which such -assistance will be provided and the understandings as to the manner in which the project will be undertaken and completed. iEN. RETun tqG FOR FUR'i t'EZ REVIEW, PLEASE IDENTIFY AS x' February 1992 2.00 Accomplishment of the Project: 2.10 General Requirements: The Agency shall commence, and complete the project as described in Exhibit "A" with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable laws. 2.20 Pursuant to Federal, State, and Local Law: In the event that any election, r er6dum, of approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Agen-y to enter into this Agreement or to- undertake -the project hereunder; or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Agency: The Agency shall initiate and prosecute to completion all proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds for completion of the project. 2.40 Submission of Proceedings, Contracts and Other Documents: The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to the project as the Department may require as listed in Exhibit "C". 3.00 Project Cost: The total estimated cost of the project is $ I50, OQQ QQ This amoyril is based upon the estimate summarized in Exhibit -B" and by this reference made a part hereof. The i AgWy.agrees to bear all expenses inexcess of the total estimated cost of the project and any deficits involved. 4.00 Department Pdeticipation: The Department agrees to maximum participation, including contingencies, in the project in the amount of $.2.500.0b as detailed in Exhibif "B ", or in an amount equal to the percentage(s) of total project cost shown in Exhibit;-"B 1 whicheveris less. 4.10 Project Cost Eligibility: Project costs eligible for State participation wt71 be allowed only from the date of this Agreement. It is understood that State participation in eligible prvjectzosts-is subject to: a) Legislative approval of the Department's appropriation request in the work program year that the project is scheduled to be committed, b) The understanding thaf disbursement of funds will be made in accordance with the balanced thirty- six (36) month cash forecast; c) Availability of funds as stated in paragraph 17.00 of this Agreement; d) Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; - — ---- _..----.. e) Department approval of the project scope and budget (Exhibits A & B) at the'time appropriation authority becomes available. 4.20 Front End Funding. Front end funding ] (is not) applicable. If applicable, the Department may initially pay 100% of the total allowable incurred project costs up to an amount equal to its iota[ share of participation as shown in paragraph 4.00. 5.00 Retainage: Retainage a9l (is not) applicable. if applicable, N/A percent of the Department's total share of participation as shown in paragraph 4.00 is to be held in retainage to be disbursed, of the Department's discretion, on or before the completion of the final project audit. 97— 420 t February 1992 6.00 Project Budget and Disbursement Schedule: 6.10 The Project Budget: Prior to the execution of this Agreement, a project budget, shall be prepared by the Agency and approved by the Department.. The Agency sha11 maintain said budget, carry out the project and shall incur obligations against and make disbursements of project funds only in conformity with the latest approved budget for the project. The budget. may be revised periodically, and if revised, a copy of the revision should be forwarded to the Comptroller. No budget increase or decrease shall be effective unless it complies with fund participation requirements established in paragraph 4.00 of this Agreement and is approved by the Department Comptroller. _ 620 Schedule of Disbursements: The Agency shall provide the Department with a time -phased schedule of the Department funds to be expended on the project. This schedule shall show estimated disbursements for the entire term of the project by quarter of fiscal year. The schedule maybe divided by project phase where such division is determined to be appropriate by the Department. Any significant deviation from the approved schedule in Exhibit "B" requires submission of a supplemental schedule by the Agency. 7.00 Accounting Records: 7.10 Establishment and Maintenance of Accounting Records: The Agency shaII establish for the project,• in conformity with uniform requirements that may be established by Department program guidelines/procedures and Generally Accepted Governmental Accounting Standards (GAGAS) to facilitate the admrnistration of the financing program, separate accounts to be maintained within its existing accounting system or establish independent accounts. Such accounts are referred to herein collectively as the "project account". The project account shall be made available upon request by the Department any time during the period of the Agreement and for, five years after final payment is made. 720 Funds Received Or Made Available for The Project: The Agency shall appropriately record in _ the project •account, and deposit in a bank or trust company which is.a member of the Federal Deposit Insurance Corporation; all payments received by it from the Department pursuant to this Agreement and all other funds provided for, accruing to, or otherwise received on account of the project, which --Department payments and other funds are herein collectively referred to as "project funds". The Agency shall require depositories of project funds to secure continuously and- fully all project funds in excess of the amounts -insured under federal plans, or under State plans which have been approved for the deposit of project funds by the Department, by the deposit or setting aside of collateral of the types and in the man.ier as Frzsz-r.5ed by State I= for the security of public funds, Jr as approved by the Department. -••---7J0--Costs Incurred for the Project: The Agency-shall-charge-to-thepn ect account all eligible costs of the project. Costs in excess of the latest approved budget or attrfutable to actions which have not received the required .approval of the Department shall not be considered eligible costs. 7.40 Documentation of Project Costs: All costs charged to the project, including anyapproved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. .fir• 7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with respecf to any item which is or will be chargeable against the project account will be drawn only in accordance with a properly signed voucher then on file in the office of_the Agency stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracfs, vouchers, orders, or other accounting documents pertaining in whole or in part to the project shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and --apart from all other such documents.-- 3 9'7- 420 fix, k. February 1992 i 7.60 Audit Reports: The Agency shall provide to the Department for each of its focal years for which the project account remains open, an audit report prepared either by its official auditor or audit agency or an independent certified public accountant, reflecting the use of the funds of the Department, the Agency, and those from any other source with respect to the project.. Audits shall be performed in accordance with generally accepted government auditing standards contained in the Standards for Audit of Governmental Organizations, Pro strams Activities and Functions, issued by the U. S. General Accounting Office and OMB Circulares A-128 or A-133 where applicable. The Agency shall require its auditors to include in their report a schedule of project assistance as described in Exhibit "A", Special Considerations. 770 Insurance: The Agency shall carry property and casualty insurance on project equr%pment and facilities and provide evidence of said insurance for the project amount stated in paragraph 4.00 of this Agreement. If this Agreement is for purchase of land, the Department may waive or modify this section with an Exhibit "C". i ` 8.00 Requisitions and Payments: 8.01 Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. 8.02 Bills for any travel expenses shall be submitted in accordance with Chapter 112.061 F.S. The Department may establish rates lower than the maximum provided in Chapter 112.061 Florida Statutes. 8.03 If, after project completion, any claim is made by the Department resulting from an audit or for' work or services performed pursuant to this agreement, the Department -may offset such amount from payments due for work or services done under any public transportation joint parlidation agreement which it has with the Agency owing such amount if, upon demand, payment of the amount.is not made -within sixty (60) days to the Department. 8.04 Offsetting any amount pursuant to section 8.03 shall not be considered a breach of ' contract'by the Department. 8.10 Preliminary Action by the Agency: In order to obtain any Department funds, the Agency shall.• 8.11 With respect to property acquired, file with the.Department of Transportation, District Six 602 South Miami Avenue, Mimi Florida, 331go, its requisition on a form or farms prescribed by the Department, and such other data pertaining to the project account (as definedin pgAgwph.7.10 hereof) and the project as the Department.may­require,-to•jusfify and support the payment requisitions, including: (1) the date the Agency acquired the property, (2) a statement by the Agency certifying that the Agency has acquired said property and; (3) if the requisition covers the acquisition of real property, A. a statement by the Agency certifying that the Agency has acquired said real property, and actual consideration paid for real property. B. a statement by the Agency certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with all federal laws, rules and procertures required by any federal oversight agency and with all state laws, rules and procedures - ihat may'apply to the Agency acquiring the real property: - - 4 97- 420 February 1992 8.12 Comply with all `applicable provisions of this Agreement. 820 The Department's Obligations: Subject to other provisions hereof, the Department will honor such requisitions in amounts and at times deemed by the Department to be proper to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment on the project account if 8.21 Misrepresentation: The Agency shall have made misrepresentation of a material nature in its -application, or any supplement thereto or amendment thereof, or in or with respect to any document of data furnished therewith or pursuant hereto, 8.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project, the Agreement, or payments to the project, 8.23 Approval by Department. The Agency shall have taken any action pertaining to the project which, under this agreement, requires the approval of the Department or has made related expenditure or incurred related obligations without having been advised by the Department that same are approved; . 1 .824 Conflict of Interests: There has been any violation of the conflict of interest provisions ' contained herein; or _ 8.25 Default: The Agency has been determined by the Department to be in default under any of the provisiilns of -the Agreement. 8.26 Federal Participation Qf Applicable): The Department may suspend or terminate the financial assistance of this grant if any federal agency providing federal financial assistance for the project determines that the purposes -of the statute under which the project is authorized would not be adequately served by continuation of federal financial assistance to the project. _ 8.30 Disallowed Costs: In determining the amount of the payment, the Department will exclude all projects costs incurred by the Agency prior to the effective date of this Agreement, costs which are not provided fur in the latest approved budget for fare p: ojec:, and costs a:tributabie to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. 9.00 Termination or-Suspensivn-Of-Project: 9.10 Termination or Suspension Generally: If the Agency abandons or, before completion, finally discontinues the project; or if, by reason.of any of the events or conditions set forth in paragraphs 8.21 to 8.26 inclusive, or for any other reason, the cominencement, prosecution, or timely completion of the project by the Agency is rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Agency, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any'or all of its obligations' under this Agreement. 9.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension nofice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following. (1) necessary action to terminate or suspend, as the case may be, project activities and confractg grid such other action as may be requirtd 5 9'7— 420 r, i. ,17 t February 1992 or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2) furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as project costs; and (3) remit to the Department such portion of the financing and any advance payment previously received as is determined by the Department to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the Iatest schedule, plan, and budget as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the Agency to furnish the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Agency or the closing out of federal financial - participation in the project shall not constitute a waiver of any claim which the Department m otherwise have arising out of this Agreement. ay 9,12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor or Agency to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received in conjunction with this Agreement. 10.00 Remission of Project Account Upon Completion of Project: Upon completion of the project, and after payment, provision for payment, or reimbursement of all project costs payable from the project account .is made, the Agency shall remit to the Department its share of any unexpended balance in the project account. 11.00 Audit and Inspection: The Agency shall permit, and shall require its contractors to permit, the 1 Depgrt nent's authorized representatives to inspect all work, materials, payrolls, records, and to audit the books, recotdsvnd accounts pertaining to the financing and development of the project. :J 12.00 Contracts of the Agency: 12.10 Third Party Agreements: Except as otherwise authorized 'in writing by the Department, the Agency shall not execute any contract or obligate itself in any manner requiring the disbursement of Department joint participation funds, including consultant or construction contracts or amendments thereto, with any third party. with respect to the project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department as provided in paragraph 8.23. The Department specifically -reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. 12.20 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a project with an Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency complying in --full-With-provisions s of Section 287.055, Florida Statutes;- Consultants -Competitive Negotiation Act. At the discretion of the Department , the Agency will involve the Department in the Consultant Selection Process for all projects. In all cases, the Agency's Attorney shall certify to the Department that selection has been accomplished in. compliance with the Consultant's Competitive Negotiation Act. 1230 Minority Business Enterprise (MBE) Policy and Obligations 1231 MBE Policy: It is the policy of the Department that minority business enterprises as defined in 49 CFR Part 23, as amended, shall have the riiaximum opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The MBE requirements of 49 CFR Part 23, as amended, apply to-thkAgreement. 12.32 MBE Obligation: The Agency and its contractors agree to ensure that Minority Business Enterprises as defined in 49. C.F.R. Pdrf 23,-as amended, have the maximum opportunity fo participate in i - 6 9' 4420 j; x February 1992 the performance of contracts and this Agreement. In this regard, all recipients, and contractors shall take all necessary and reasonable steps in accordance with 49 C.F.R. Part 23, as amended, to ensure that the Minority Business Enterprises have the maximum opportunity to compete for and perform contracts. Grantees, recipients and their contractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of Department assisted contracts.. 1233 Disadvantaged Business Enterprise (DBE) Obligations:If Urban Mass Transportation Administration or Federal Highway Administration Funding is a part of this project, the Agency must comply with Subpart (E) of CFR 49, Part 23, as amended. 13.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of any project, the Agency shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: -Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or temrination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Agency shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development of operation of the project, except contra�ts for the standard commercial supplies or raw materials, and shall require all such contractors to insert a simifarFrovision in all subcontracts, excepf'subcontracts for standard commercial supplies or raw materials. When the project involves installation, construction, demolition, removal, site improvement, or similar work, the Agency shall post, in conspicuous places available to employees and applicants for employment for project work, notices to be provided by the Department setting forth the provisions of the nondiscrimination clause. , 1320 Title VI - Civil Rights Act of 1964: The Agency will comply with all the requirements unposed by Title' -VI of the Civil Rights Act of 1964 (78 Statute 252), the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 13.30 Prohibited Interests: Neither the Agency nor any of its contractors or their subcontractors shall enter into any contract, subcontract, or arrangement in connection with the project or any property included or planned to be included in the project, in which any member, of frcer, or employee of the Agency or the locality during -- his tenure or for two years thereafter has any interest, direct or indirect. If any such present or former member, officer, or employee involuntarily acquires or had acquired prior to the beginning of his tenure any such interest, and if such interest is immediately disclosed to the Agency, the Agency with prior approval of the Department, may waive-the-prohibitiomcontained in this subsection: Provided, that any such presen mem er, of office or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract, or arrangement. The Agency shall insert in all contracts entered into in connection with the project or any property included or planned to be included in any project, and shall require its contractors to insert in each of their subcontracts, the following provision: . "No member, officer, or employee of the Agency or of the locality during his tenure or for two" ears thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." - The provisions -of- this subsection shall not be applicable to any agreement between the Agency and its focal depositories, or to any agreement for utility services the rates for which. are fixed or controlled by a Governmental agency. - - — - - - 7 97- 420 x .f February 1992 13.40 Interest of Members of, or Delegates to, Congress: No member or delegate to fire Congress of the United States shall be admitted to any share or part of the Agreement or any benefit arising therefrom. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: All Proposals, Plans, and Specifications for the acquisition, construction, reconstruction, improvement of facilities or equipment, shall be presented to the Departmenf for review. In rendering such review, the Department shall determine whether such facility or equipment is designed and equipped to prevent and control environmental pollution.' 14.20 Department Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder to any party other than the Agency. 1430 When Rights and Remedies Not Waived: In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist, on the part of the Agency, and the making of such payment by the Department while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. 14.40 How Agreement Is Affected by Provisions Being Held Invalid: If any provision of this Agref ment is held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would Aen continue to conform to the terms -and requirements of applicable law. -I4.50 Bonus or Commission: By execution of the Agreement the Agency represents that it has not pairs and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. 14.60 State or Territorial Law: Nothing in the Agreement shall require the Agency to observe or enforce eompliarice with any provision thereof, perform any other act or do any other thing in contravention of any applicable State law: Provided, that if any of the provisions of the Agreement violate any applicable•State law, the Agency will at once notify the Department in writing in order that appropriate changes and modifications may be 'made'by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project. 14.70 Ilse and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities and equipment will be used by the Agency to provide or support public transportation for the period of the useful-Iif"f-such facilities and equipment as determined in accordance -with -general accounting principles and approved by the Department. The Agency further agrees to maintain the project facilities and equipment in good working order for the useful life of said facilities or equipment. 14.71 Property Records: The Agency agrees to maintain property records, conduct physical inventories and develop control systems as required by 49CFR Part 18, when applicable. 14.80 Disposal of Project Facilities or Equipment: If the Agency.disposes of any project facility or equipment during its useful life for any purpose except its replacement with lRz facility or equipment for public transportation use, the Agency will comply with the terms of 49CFR Part 1S relating to property management standards. The Agency agrees to remit to the Department a proportional amount of the proceeds from the disposal of the facility or equipment. Said, proportional amount shall be determined onT lass' of the ratio of the Department financing of the faclity'or equipment as proviried in this Agreement. - ,_.. 8 97— 420 February 1992 1490 Contractual Indemnity: To the extent permitted by law, the Agency shall indemnify, defend, save, and hold harmless the Department and all its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to breach of the Agreement by the Agency or its subcontractors, agents or employees or due to any negligent act, or occurrence of omission or commission of the Agency, its subcontractors, agents or employees. Neither the Agency nor any of its agents will be liable under this section for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the Department or any of its officers, agents or employees. The parties agree that thin clause shaII not waive the benefits or provisions of Chapter 768.28 Florida Statutes or any similar provision of law. 15.00 Plans and Specifications: In the event that this Agreement involves the -purchasing of capital equipment or the constructing and equipping of facilities, the Agency shall submit to the Department for approval all appropriate plans and specifications covering the project. The Department will review all plans and specifications and will issue to the Agency written approval with any approved portions of the project and comments or recommendations concerning any remainder of the project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Agency written approval with said remainder of the project. Failure to obtain this written approval shall be sufficient cause for nonpayment by the Department as provided in paragraph 8.23. ' 16.00 Agency Certification: The Agency will certify in writing prior to project closeout that the project was completed in accordance with applicable plans and specifications, is in place on the Agency facility, that adequate title�is.jn the Agency and that the project is accepted by the Agency as suitable for the intended purpose. 17.00 Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. 1720 Multi -Year Commitment. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Chapter 339.135(7)(a), Florida Statutes, are hereby incorporated: (a) The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such focal year. Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money shell be paii'hereon. -The'Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contractor other binding commitment of funds. Nothing herein shall prevent the making -of contracts for a period exceeding one year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years, and this paragraph shall be incorporated verbatim in all contracts of the Department which are far an amount in excess of twenty-five thousand dollars and having a term for a period of more than one year." 18.00 Expiration of Agreement: The Agency agrees to complete the project on or before June 30, 1995 . If the Agency does not complete the project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the District Secretary, District Six • Expiration of this Agreement wilt be considered termination of the project and the procedure established in paragraph 9.00 of this Agreement shall.be initiated. ---- 97- 420 'T February 1992 19.00 'Agreement Format: All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender I shall extend to and include all genders. 20.00 Execution of Agreement: This Agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. - 21.00 Restrictions on Lobbying: - 21.10 Federal: The Agency agrees that no federal appropriated funds have been paid or will be paid by or on behalf of the Agency, to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federal appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this faint Participation Agreement, the und�rs($ned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,' in accordance with`its. instructions. The Agency shall require that the language of this section be included -in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 21.20 State: No funds received pursuant to this contract may be expended for lobbying the Legislature or a state agency. 22.00 Vendors Rights: Vendors (in this document identified as Agency) providing goods and,services to the Department should be aware of the following time frames. Upon receipt, the Department has fie (5) working days to inspect and approve the goods and services unless the bid specifuations, purchase order or contract specifies otherwise. The Department has 20 days to deliver a request for payment (voucher) to the Department of Banking and Finance. The 20 days are measured from the latter of the date the invoice is received or.. the goods or services are received, inspected and approved.. If a payment is not available within 40 days after receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty of 0.03333 percent per day will be due and payable, in addition to the . invoice amount to the Agency. The interest penalty provision applies after a 35 day time period to health care providers, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices which have to be returned t6'an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Banking and Finance. The duties of this individual include acting as an advocate for Agencies who -may be experiencing problems in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at (904)488-2924 or by calling the State Comptroller's Hotline,1-800-848-3792. - 10 _ 97- 420 February 1992 WPI NO. 6823097 JOB NO._ 87098-3810 Agreement Date /993 V� IN WITNESS WHEREOF, the parties hereto have caused these presents be executed,, the daysnd year first above written. AGENCY DATE FUNDING APPROVED BY COMPTROLLER (SEE ATTACHED ENCUMBRANCE FORM) City of M' BY: �e9/9j Cesar H. Odio TITLP~ City Manager APPROVED. AS TO. FORM AND GORRECiNESS; ti APPROVED AS TO FORM, LEGALITY ATTO DE nffi T OF SP RTATION �'•' �i%uci�r a� p��.tsa�S uu,�2^ �.�o�-rn.«.�1 �•- . . ATTEST: Gll�- i'V��X�-Clih'�d (SEAL) EXECU77VE SECRETARY OR NOTARY 11 4,920 ----- ENCUMBRANCE INPUT FORM RUSH (Needed by / / (date)) Reason for RUSH Advertise (Letting Date) Award Renewal Letter of Authorization XX_ New Court Order Overrun Supplemental Correction Addition Termination Agmt. Contract # _AA226 Contract Type AG Method of Procurement _G_ Vendor Name City of Miami Vender ID F 596-000-375-010 has Written/Verbal Approval from a Participating Federal Agency, been received Yes _XX_ No Fed Agmt Am $135,000 State Funds $7,500 Local $7,500 Beginning date of this Agmt: 05/01/93(Must be after fund approval) Ending date of this Agmt: 12/31/95(Estimate if necessary) Execution date of this Agmt: •_/_/` (Only on original agreements) Has work been authorized to begin? Yes X_ No Have ;\ standard financial provisions been altered by contract terms? 'Yes X_ No If so, show Revision date: Does this agreement and/or change order include provisions for i reimbursement..to D.O.T. from other entities? . Yes X_ No If so, has the JPA been approved by the COMPTROLLER?, Yes No ..Brief description of work: Master Plan Study for the proposed Air - Transportation Service Facility at Watson Island. DS fund amount $7,500 for WPI 6823097 +. ORG-CODE *EO * OBJECT * AMOUNT * CO/SEC/JOB#/PH *FCT (PROGRAM#) ( WPI # ) (FUND) numeric ( FYI ) To be completed if funded in 2 or more fiscal years. 55062020628 *11 *730056 $7.,500 * 87098-3810-50 *637 { ?.A95•. ) ( 6823097 ) (010 ) -------------------------------------------------------------- 55062020628 *11 *730050 * $ * -50 *637 t ) ( ) (010) 55062020628 *11*730050--*-$-------------*------------50 *637 (010 TOTAL AMOUNT * $7,500 Originator:_ Anne S. Brewer Date:_04/15/93,Phone SC452-5906 E-mail user ID Pt629ab TO BE COMPLETED BY OFFICE OF COMPTROLLER BUDGET ENTITY 5580 CATEGORY 088800-93 4'7-- /!��_ WORK ORDER BALANCE Authorized on•03/23/93=7,500:,00 R; a�r�awk'^ ALLOTMENT _,ab=jl',2,385.00 YEAR _93— L Z CHECKED -04/19/93 FUNDS APPROVED BY —Marsha —Johnson - DATE _04/19/93_ 420 W WPI NO. 6823097 JOB NO. 87098-3810 EXHIBIT "A" PROJECT DESCRIPTION AND RESPONSIBILITIES This forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation, and the City of Miami dated PROJECT LOCATION: Watson Island Air Transportation Facility - City of Miami PROJECT DESCRIPTION: Conduct a•Master Plan Study for the proposed Air Transportation"Service Facility at Watson Island. SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in Paragraph 7.6.0,-o-E the Agreement shall include a schedule of project assistance that will reflect the'Department!s contract number, WPI number, and JOB'number and the Federal Identification number, where applicable, and the amount of state funding action (receipt and disbursement of funds) and any federal or local funding action from any other source with respect to the project. SPECIAL CONSIDERATIONS BY DEPARTMENT: NONE 97- 420 WPI NO.: 6823097 JOB NO.: 87098-3810 EXHIBIT "B" PROJECT COST AND CASHFLOW: This exhibit forms an integral part of that certain Joint Participation" Agreement between the STATE O FLORIDA, DEPARTMENT OF TRANSPORTATION, and the CITY OF MIAMI dated /993 I. PROJECT COST: 6823097 $ 150,000.00 ' TOTAL •P OJ:ECT COST: $ 150,000.00 II. FUND PARTICIPATION: Federal Participation: (FAA) (90.0%) $ 135,000.00 Public Agency Participation: (LF) ( 5.0*-)- $- •-7;500.00 Department Participation: (DS) ( 5.0%) $ 7,500.00 TOTAL PROJECT,COST: $ 150,000.'0 III. ESTIMATED CASHFLOW OF STATE FUNDS ($ X 1000) Fiscal Year 1st Otr. 2nd Qtr. 3rd Qtr. 4th Otr. 92/93 0 0 0 1.5 93/94 1.5 1.5 1.5 1,5 97- 420 r WPI NO.: 6823097 JOB NO.: 87098-3810 EXHIBIT "C" _REQUIRED SUBMITTALS/CERTIFICATIONS AND BASIS FOR THEIR ACCEPTANCE BY THE DEPARTMENT This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation, and the City of Miami dated Documents required to be submitted to the Department by the Agency in accordance.with the terms of -this contract. �1 .s SUBMITTAW CERTIFICATION RESPONSIBILITY Consultant Selection Compliance Agency Attorney Certified Desigrt Submittal Department-Letter- construction/Procurement Department Letter MBE Compliance Agency Cert; fied Safety Compliance' Agency Certified Audit Reports As Requested 97- 42.0 :li WPI No: 6823097 Fund: 010 SAMAS Approp: 088719 JOB: 87098-3810 Function: 637 SAMAS Object: 790007 Federal No: NIA Org. Code: 55062020628 Contract No: AA226 Vendor No: F596000375010 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION" PUBLIC TRANSPORTATION SUPPLEMENTAL JOINT PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this 14- day of Q�kitt 1994 , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter called the Department, and the CITY OF MIAMI, hereinafter called the Agency. WITNESSETH: WHEREAS, the Department and the Agency heretofore on the 4th of June, 1993 entered into a Joint Participation Agreement; and WHEREAS, the Agency desires to accomplish certain project items as outlined in the Attachment "A" appended hereto; and WHEREAS, the Department desires to participate In all eligible items for this project as outlined in Attachment "A" for a total Department Share of $10,500. NOW, ,THEREFORE THIS INDENTURE WITNESSETH: that for and in consideration of the mutual benefits to flow from each to the other, the parties hereto agree that the above described Joint Participation --Agreement is to be amended and supplemented as follows: 1.00 Project Description: Conduct a Master Plan Study for the proposed Air Transportation Service Facility at Watson Island, Miami, Florida. 2.00 Project Cost: Paragraph 3.00 of said Agreement is increased by $60, 000. bringing the revised total cost of the project to $210,000. Paragraph 4.00 of said Agreement is increased by $3, 000 bringing the Department's revised share in the project to $10,500. 3.00 Amended Exhibits: Exhibit "B" of said Agreement is amended by Attachment "A". 4.00 Contract Time: Paragraph 18.00 of said Agreement is amended N/A 97_ 420 u z, J. WPI No: 6823097 JOB No: 87098-3810 ATTACHMENT "A" SUPPLEMENTAL, AGREEMENT This Attachment forms an integral part of that certain Supplemental Joint Participation Agreement between the State of Florida, Department of Transportation and the City of Miami dated DESCRIPTION OF SUPPLEMENT: Justification for cost change: Increase in project cost estimate. I. Project Cost: As -approved As amended Net Change TOTAL PROJECT COST $ 150,000 $ 210,000 $ 60,000 II. Fund, ,Participation: ; t Fedo,rAl:(FAA) (90.0%) $ 135,000 (90.0%) $ 189,000 $ 54,000 Agency:(LF) ( 5.'0%) 7,500 ( 5.0%) 10,500 3,000 Department:(DS) ( 5.0%) 7,500 ( 5.0%) 10,500 3,000 TOTAL PROJECT COST $ 150,000 $ 210,000 $ 60,000 0'- 420 A W WPI No: 6823097 JOB No: 8.7098-3810 Agreement Date:_ /p�¢ Except as hereby modified, amended or changed, all other terms of said Agreement dated June 4. 1993 and any other subsequent supplements shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY BY: T A T APPROVED AS TO FORM AND CORRECTNESS: A QTTThJ4JO III DATE FUNDING APPROVED BY COMPTROLLER (SEE ATTACHED ENCUMBRANCE FORM) APPI�POVED AS TO�FORM, LEGALITY EPARTMENTIOF TRANSPORTATION DIRECTOR, PLANK NG(AtqD PROGRAMS DISTRICT S X City ttor� .= HELEN ATM SEAL) My CAhr4MISSION r CC31M EWES NOTARY DONM ember 26,1997 T�WTSTAT OF. COUNTY OF 40AF- The foregoing instrument was acknowledged before me thisl(J AQ-14 (*'OCjQbe-r 19C) RFy� R • QoQRiGve a (Dite) Dir. Planning & Proct. , who is personally known to me (name and tide of poste or who has produced as identification and who/-�_did ,(did not) take an oath. • ( igna rza pawn bkwg acknowkdgemealj (Name of uknowkdgec typed, primed or Bumped) 97- 420 m ENCUMBRANCE INPUT FORM ------------ ------------ - RUSH (Needed by _/_/ (date) ) Reason for RUSH : Advertise (Letting Date) Award Renewal Letter of Authorization New Court OrTer -Overrun X—Supplemental Correction Addition Termination Agmt. contract 22 Contract Type _AG Method of Procurement_G Vendor Name —City oT Miami Vendor ID F596000375010 Has Written/Verbal Approval from a Participating Federal Agency been received Yes No X Fed Agmt Amt$189,000 Stake Funds 10,500 Local Funds$ 10,500 Beginning date of this Agmt: 09/01 94(Must Be after fund approval) Ending date of this Agmt: 06/30/95(Estimate if necessary) Execution date of this Agmt: / / (Only on original agreements) Has work been authorized to begins X Yes No Have standard financial provisions been altered by contract terms? Yes X No If so, show Revision date: Does this agreement and/or change order include provisions for reimbursement to D.O.T. from other entities? Yes No Bra f description of work -MASTER PLAN STUDY FOR THE PROPOSED AIR TRANSPORTATION SERVICE FACILITY AT WATSON ISLAND. SUPPLEMENTAL AGREEMENT - ADDITIONAL ** $3,000 ** ORG-CODE *EO * OBJECT * AMOUNT * CO/SEC/JOB#/PH *FCT (PROGRAM#) ( WPI # ) (FUND) numeric (..FY's ) To be completed if funded in 2 or more fiscal years. 55062020628 * 11 * 790007 * $ 3,000 * 87098/3810/-50 * 637 ( 2095 ) ( 6823097 ) (010) ' ( 94/95) ---------------- -------------------------------------------------- --- - - 5 5 ( ) ------------------------------------------------------------------ 55 ( ) TOTAL AMOUNT * $ 3,000 ------------------------------ ----------------------------------- Originator: Richard L. Duley Date:_08/01/94 Phone SC 452-5912 E-MAIL user ID. PT628RD' 305-377-5912 ' TO BE COMPLETED BY OFFICE OF COMPTROLLER ****************************************************************** BUDGET ENTITY 5580 CATEGORY 088719 WORK ORDER BALANCE approve 8-3-94 $3,000 I ALLOTMENT 14,120,002.00 YEAR 94_ DATE CHECKED 8-5-94 FUNDS APPROVED BY mars a johnson- 8-5-94 FOR THOMAS F. BOYD, CPA, COMPTROLLER DATE: 9'7- 420 07 r WPI No:6823097 Fund: O10 SAMAS Approp: 088719 JOB: 87098-3810 Function: 637 SAMAS Object: 790007 Federal No: N/A Org. Code: 55062020628 Contract No: AA226 Vendor No: F596000375010 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION SUPPLEMENTAL JOINT PARTICIPATION -AGREEMENT NO. 2 THIS AGREEMENT, made and entered into this 8 day of 199�, by and between the STATE OF FLORIDA DEPARTMENT OF TRANS PORTA ION, an agency of the State of Florida, hereinafter called the Department, and the CITY OF MIAMI, hereinafter called the Agency. WITNESSETH: WHEREAS, the Department and the Agency heretofore on the 4th of June, 1993 entered into a Joint Partidipation Agreement; and } WHEREAS, the Agency desires to accomplish certain project items as outlined in the Attachment "A" appended hereto; and WHEREAS, the Department desires to participate in all eligible items for this project as outlined in Attachment "Atl for a total Department Share of $3631000. NOW, ; THEREFORE THIS INDENTURE WITNESSETH: that 'for and in consideration of the mutual benefits to flow from each to the other, the parties hereto agree that the above described Joint Participation Agreement is to be amended and supplemented as followc: 1.00 Project Description: Master Plan Study and Construct Air Transportation Services Facility at Watson Island - Miami Florida. 2.00 Project Cost: Paragraph 3.00 of said Agreement is increased by $705,000 bringing the revised total cost of the project to $ 915,000. Paragraph 4.00 of said Agreement is increased by $352,500 bringing the Department's revised share in the project to $363,000. 3.00 Amended Exhibits: Exhibit "B" of said Agreement is amended by Attachment "A". 4.00 Contract Time: _ Paragraph 18.00 of said Agreement is amended to extend contract time until December 31, 1998 . 97-- 420 W 1® WPI No: 6823097 JOB No: 8.7098-3810 ATTACHMENT "A" SUPPLEMENTAL AGREEMENT This Attachment forms an integral part of that certain Supplemental Joint Participation Agreement between the State of Florida, Department of Transportation and the City of Miami dated_ e DESCRIPTION OF SUPPLEMENT: (Justification for cost change) To revise project description. Provide funding for the construction of the Air Services Facility. I. Project Cost: As approved As amended Net Change TOTAL PROJECT COST $ 210,000 $ 915,000 $ 705,000 II. Fund, Participation: With Federal Participation: Federal:(FAA) (90.0%) $ 189,000 (90.0%) $ 189,000 $ 0 Agency:(LF) ( 5.0$) 10,500 ( 5.0%) 10,500 0 Department:(DS) ( 5.0%) 10,500 ( 5.0%) ^10,500 0 Sub -Totals: $ 210,000 $ 210,000 $ 0 Without Federal Participation: Agency:(LF) ( .0%) $ 0 (50.0%) $ 352,500 $ 352,500 Department:(DS) ( .0%) 0 (50.0%) 352,500 $ 352,500 Sub -Totals: $ 0 $ 705,000 $ 705,000 97-- 420 WPI No: 6823097 JOB No: 87098-3810 Agreement Date:­-rg .41 /qt ---rr--- Except as hereby modified, amended or changed, all other••'terms of said Agreement dated June 4, 1993 and any other subsequent supplements shall remain in full -force and effect. IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY BY: CESAR H'. ODIO TITLE:' ­City Manager ; :r ATTEST: Ate J. Beeman Cis' ;e k`�- DATE FUNDING APPROVED BY COMPTROLLER (SEE ATTACHED ENCUMBRANCE FORM) 10-9-95 APPROVED AS TO FORM, LEGALITY ATTORNEY DEPARTMENT OF TRANSPORTATION AND. PROGRAMS SIx APPROVED AS TO FORM AND CORRECTNESS: A. QU joys", III CITY ATTO Y 97- 420 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : Honorable Mayor and Members of the City Commission .I FROM t E ward Mar u City Manager RECOMMENDATION n • JUN 18 1997 DATE : FILE Interlocal agreement the City SUBJECT : of Miami and the Miami Sports and Exhibition Authority REFERENCES Interlocal Agreement ENCLOSUREsFor the Commission Meeting of June 26, 1997 It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute an interlocal agreement, in substantially the form attached, with the Miami Sports and Exhibition Authority ("MESA"), to provide for the development, operation and management of an air transportation facility, regional visitors center and related facilities on Watson Island. This legislation would also approve the conveyance of a leasehold interest in an approximately 8 acres parcel of land on Watson Island to MESA for this purpose. BACKGROUND This item has been continued by the City Commission from a Special meeting of the Commission held June 16, 1997. The Department of Planning and Development has prepared the attached documentation, with the assistance of the Law Department. Resolution No. 95-80, adopted January 25, 1996, the City Commission approved the "Watson Island Policy Plan 1996", that provides objectives and emphasizes a statement of policy for the use of Watson Island. Consistent with the Watson Island Policy Plan 1996, is the development of an air transportation facility, regional visitors center and related uses on a parcel of land lying to the west and south of the MacArthur Causeway. The development will enhance use of Watson Island by visitors and local residents and compliment existing facilities on the island. By Resolution No. 96-281, adopted April 25, 1996, the City Commission directed the City Manager to negotiate an agreement with the Miami Sports and Exhibition Authority ("MESA"), an agent and instrumentality of the City of Miami, to convey a long term interest in a parcel of land on Watson Island for the purpose of developing an air transportation facility, regional visitors center and related uses on Watson Island. The City of Miami will retain title to the property. 97 420 1 ri ;K i Honorable Mayor and Members of the Commission Page 2 The City Manager has negotiated an interlocal agreement governing the conveyance of City -owned land and the development of an air transportation facility, regional visitors center and related uses. I z 97- 420 City of !Miami Watson Island Aviation and Visitors Center Total Financial Benefits REVENU S >a 91 j � +,��. 999• # 1002 200T. -' 012•,. ::2097 Net -9943,92� 202, 601 '236, .275,40 MuniOi'�ai:serviceseef �;`�=xa58;D00sti6,000 56,000 56000F`56000 irpor Parkin Y§itor>f3t read.- 001000 ,100,000 =100 000 1.1.00.000 ``,,,_;; 'TOTAL=REVENUES 306,994.319,921 .358,601 392;205 431,407 97- 420 t." to City of Miami Restaurant (0.6 acr-eVj- mt ttL t y+�y��,i Visitor Center Seaplane Terminal (1 acres) Seaplanes (2 acres) •• (2 acre Biscayne Bay Biscayne Bay Miami Yacht Club Public Boat �/ Ramp Miami Outboard Club N to Miami Beach .e�Jq e—p e'� + WATSON ISLAND AVIATION CENTER Alternative Helicopter Operations Jam! �� 7A7 +r�1U„I •\ r r •� r D i R c A Y N E N A V a B I s G A V N E S A Y KOM Sirt�51lnat Ise. � %� `� �• 4 t WATSON ISLAND AVIATION CENTER Existing Helicopter Operations - « _..____ „« ___- - s � + 9 1 A C A Y m G 8 A T 9 1 S C A v N F B A Y Y�ILit� 4,9�pwp/4 r� Miami Fix Base Operation Watson Island Heliport REVENUES 1999 2002 2007 2012 2017 Management Fee 44.494 52,981 63,180 71,6 -55,--82,202 Net Fuel Revenue -i^J*1-2 -IW,1840 5-131,671 `41+1,35-,t 14OX r. R Rent 100i00Q,,-..--120000 -,.,-',148 000 000 205j000 '(,`A,,' Mi6c' 'Revenues M *:�,%, '00 "70,000 �7,Mj000 TOTAL --"316 .494 ;3691fQ21 '412,851 -'462 REVENUES EXPENDITURES - 2002 2007 2012",,��--, I` -20,17;`�' Administrative 00 0 750,,','v-'-,-t1 00 'Y75vq N �Jil '0 00 000 04 rA,- p 000 '0 00 Utilities roo "U" �44 00 A' 500 -N� 20,000 Marketing k"5boo 5,000 -j000 Rent 16000 k. 000 18,000 19,000 Misd.,Exp, 000.!;. 50 0 15,000 17,500 20. -000 TOTAL EXPENDITURES 196000 215,250 226,260 .,242250 NET OPERA tikd. !r50j 4r 1 02,601 236, 205 276407 INCOME b7- 420