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HomeMy WebLinkAboutCRA-R-15-0031 ExhibitINT +'RLOCAL AGENCY AGREEMENT BY AND AMONG SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, CITY OF MIAMI, FLOR] SOUTH FLORIDA REGIONAL T PORTATT AUTHORITY EFFECTIVE AS City of Miami Agr DRAFT JUNE 29, 2015 L TABU OF CONTENTS Article: 1. Recitals and Findings 2, Purpose 3. Contributions 4. Tri-Rail Duties 4,1 Permits, Inspections, Reviews, and Approvals 4.2 Accounting and Public Records 4,3 Bank Accounts and Bank Record Inspection 4.4 Funding Limitation y .x< 4.5 Indemnification frq 'AYziistruction Claims; Bonding; Liens 4.6 Citizen Noti 4.7 Tri-Rail Txac I1 harts 4,8 Tri-RaiV nger Train 49 Res 4.10 Tri-,1' Passenger Train Car Z: 4.11. Tri-Rai1Y�1oyme. 4.1`, DRAFT JUNE 29, 2Ui5 uipment Maintenance Tri-Rail l✓',; s o l%ss Code oconaotive motive Coif` r i01,0Passe f4i 4.16 \ iu Cal ng S 1Ini l oan: Tri- Numbd -R.ai1" 6tor Employment Sndards ;trtor Breaks ,:Train Cars iasse i : .ailway Service ice Passenger Train Cars in Service s Tri-Re Jations Handicapped and Disabled Passengers 4,25`"s ug-Free Zones leumentation of Accidents Train Car Malfunction Notification Procedure Tri-Rail Expansion Passenger Train Car Advertisement Emergency Medical and Safety Equipment Signage 5. Non -Exclusive Use 6. Schedule and Manner of Reimbursements 7. Indemnification 8. Termination 9. Notice 10. Entire Agreement 11. Amendment 12. Term and Effective Date 13. Contingency and Allowances 14. Term and Effective Date; Survival of Certain Obligations 15, Governing Law and Venue; Attorneys Fees 16, Severability 17. Insurance 18. Costs, Expenses and Fees 19, Representations and Warranties of Tri-Rail a. Financially Solvent b. Authorization c. Compliance with law 20. Waiver 21, Assignments and Sales, 22. Discrimination 23. Hazardous Mater'.s s. 24. Public Record : d'r 25. Assumptio 26. Joint Effect cement 27. Interpretation 28. Pa .graph Headin Exhibits/Attachments Composite Exhibit A Descriptions the CRA's Cornrrn Sketch/Legal Dee ion o Project being furi the fut increment special o tion b Pargon nt � 'rojact' City sysio olutiot Cornpxhibit C -- Redevelop f at Agency R Approval by. i„Dade , adopter or Grant, as trpplicat4 RAP Service e Components within by CRA Contribution and .tions of Components of the RA Contribution or the CRA tax- ligation Bonds) for the CRA Funded unity Redevelopment Area adopted , 2015 of 15 rs of Southeast Overtown Park West Community ution 1 3A _, adopted , 2015 and ty Board of County Commissioners Resolution No. 5, of the CRA.'s Budget including Annual Appropriation CRA's Contribution or the Special Obligation Bonds Debt Exhibit D — Tri-Rail Exhibit E — Community Benefits Agreement between Tri-trail and CRA Exhibit F — The Premises Exhibit G— Improvements Budget Exhibit H Schedule of Values ,2015 authorization adopted DRAFT THIS INTERLOCAL AGENCY AGREEMENT ("AGREEMENT") made and entered into this day of , 20 , (but effective as of , 2015, being the "Effective Date"), by and between the SOUTHEAST OVERI'OWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a community redevelopment agency authorized to act in the best interests of Overtown residents, hereinafter referred to as "CRA," the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF FLORIDA, hereinafter referred to as "City," and the SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY, pursuant to F.S.A. Section 343.53, an agency created by the State of Florida (D/B/A `4 TRI-RAILa"}. WITNESSETf WHEREAS, the City is a duly recognized State of Florida pursuant to F.S. A. Chapter 16 WHEREAS, pursuant to F.S.A. S f`343.53, Tri-Rail s' the State of Florida; and WHEREAS, the CRA is Chapter 163, Part III; and wit‘ localities , ,basi's i utua1 facilities development ofloc ' WHEREAS the CRA has determined that it would be in the best interests of al corporation of the litical agency of agency pursuant to F,S.A. e Amity granted to the local governmental units the abilities ers by enabling them to cooperate Eage and thereby to provide services and ins of governmental organization that will accord , population, and other factors influencing the needs and �'�Y: l,'`l'itics; and Overtown residents, through an increasein foreign tourism dollars brought to the City of Miami and to the CRA's Community Redevelopment Area, as well as by the facilitation of easier travel northward for Overtown residents and to relieve some of the congestion present on South Florida's busiest roadways, to have Tri-Rail extend its passenger DRAFT J(INE Z9, 2015 railway service capability to Downtown Miami and to the CRA's Community Redevelopment Area from its current passenger railway service end location in ilialeah, FL; and WHEREAS, in order to accomplish such extension of passenger railway .service to Downtown Miami and the CRA's Community Redevelopment Area, the City, CRA, and Tri-Rail desire to set forth the terms, conditions, 4 proposed extension of passenger railway se components of the Project within the oorpoi Community Redevelopment Area and to herein) or the tax -increment reve e/special o the CRA (collectively, the "Spe ?'Sim .` of the Project") as forth in tliMattacl 't A"); 4 (collectively, "Co, WHEREAS, ad B), City's oblr of the Project; a WHEREAS, ( ed nor- ii.Yai; e, ns, and components of the @at ("Project") and those its of the within the CRA's 4F��S ed by the CRA Cod ution (as defined Lion I3o s to be issue �Zd, he future by or the CRA Funded Portions e Composite Exhibit A Commission Resolution No. , b9reference made a part hereof as Exhibit 4,4to this AGREEMENT in order to accomplish the hereunder in connection with the CRA Funded Portions Board of Directors of Southeast Overtown Park West Community Redevelopment Agency pursuant to Resolution No. , adopted , 2015 (attached hereto and by reference made a part hereof as Composite Exhibit C) has authorized its officer(s) to enter into this AGREEMENT in order to accomplish the CRA's obligations hereunder in connection with (a) as 'applicable, the DRAFT JUNE 29, 2015 CRA Contribution, or the Special Obligation Bonds, and (b) the CRA Funded Portions of the Project and (c) the Miami -Dade County Board of County Commissioners pursuant to Resolution No. , adopted 2015 (also attached hereto and by reference made a part hereof as Composite Exhibit C) has approved the CRA's Budget including Annual Appropriations or Grant, as applicable, for the CRA Contribution or the Special Obligation Bonds Debt Service for the Project the CRA's Community Redevelopment Area; and WHEREAS, Tri-Rail has, by pro t rority of it adopted its on (attached hereto ft; y refere!nc ; made a p reof as Exhibit D), authorized its t � o '� r into this a e ENT in orderaccomplish Tri-Rail's obligations hereunder i 6 v with t1a '.eecial Obligation Bond Funded Portions of the Proje WHEREit is an e ,ess cons recedent trdisbursement or payment of any funh either `° ,a Ciiy 4,:f Nimble, under this Agreement that the '477ft ' � commute he M 4` y,.' P. Zai k,,, Eloii �Zail, the Miami -Dade County, the OMNi 4sAk Coral RedeveloprN.fiAgen� d the Downtown Development Authority, and the separate fun ; by the Ct have € been allocated, bound, and committed, and i4 authorized by theit?`pec required legal authorization processes; and WHEREAS, the City, the CRA, and Tri-Rail intend (a) in order to comply with Article VTl, Section 10 of the Constitution of the State of Florida ("Constitution"), that the funding for CRA Contribution and/or the Special Obligation Bonds, as applicable, for the CRA Funded Portions of the Project shall be used solely for governmental capital improvements owned by Tri-Rail within the City's corporate limits and within the CRA's DRAFT JUNE 29, 2015 Community Redevelopment Area; and (b) that should the CRA, as and if applicable, determine to reimburse itself for such Special Obligation Bonds funding of governmental capital improvements, then the Board of ,Directors of the CRA shall by separate resolution declare such intent to reimburse through a future borrowing from tax-exempt bonds; and NOW, THEREFORE, in consideration of the and valuable consideration, the receipt an Y2 acknowledged, the CITY, CRA and TRI-R. 'agree as folio 1. Recitals and Findings, The' omg recttals and acknowledged as true and corre nd are incorp tein by reference zig premises and other good 2. Purpose. The purpos the residents of the cbtx section Redevelopment sy dollars brought to t gat., incm4�`netn' v rvement i 4,44 IN he Ci be done; vviy��n the C '$ e,deveiolit of which are hereby gs arc hereby crease the general welfare of the CR.A's Community itatinkincrease in foreign tourism Community Redevelopment Area, an rtunities present within the Overtown area ' .ie C EiA's Cnity velopment Area. as well as the facilitation of easier travel nor tl rci for residWA of Overtown, and by relieving some of the congestion present on South da'stitest roadways. 3, Contribute . . x The CRA will contribute revenues to Tri-Rail in a tax - increment revenue special obligation bond amount ( on a reimbursement basis for capital expenses related to the Project within the CRA) not to exceed Seventeen Million, Five Hundred Twenty -Eight Thousand, Forty -Nine Dollars (17,528,049.00) ("CRA Contribution") beginning in Fiscal Year 2018/2019, which shall be used to underwrite DRAFT JUNr3 29, 2015 costs associated with the proposed extension of the Tri-Rail passenger railway service to Downtown Miami located within both the City's corporate limits and the CRA's Community Redevelopment Area, No advance payments, future advances, or further funding from the CRA Contribution will be made. The CRA Contribution shall be used for the CRA Funded Portions of the Project within the CRA's Community Redevelopment Area. The City shall issue such debt as necessar; Year 2018/2019, be financially unable to is bonds. annual grants payment to the City neoess e CRA, beginning in Fiscal CRA shall make such repay debt service ai rrrowing costs of such City bonds. Similarly, anyjeh City bond'i basis for capital expenses related' The CRA wi e responsib whether if the increases and its re Ob nent rev' he CRA' issued on a ea within :City limits). bursement ontribution regardless of uc increment financing ("TIF") cial ability to issue any future Special i1 will use the monies provided by the CRA Contribu i within the sbi6unity Redevelopment Area to construct and maintain the , ended ions of the Project Northbound and Southbound light -rail passenger transport! ��4hich connect the residents and workforce of the City to presently existing Tri-Rail passenger railway services pursuant to City of Miami Resolution R-15-0156, adopted , 2015, and the passenger service platform boarding areas within the City and the CRA's Community Redevelopment Area, 4.1 Permits, Inspections, Reviews, and Approvals. Tri-Rail will be DRAFT JUNE 29, 2UI5 responsible for obtaining all and any necessary permits, inspections, reviews, and approvals associated with the design and the construction of the total Project, including but not limited to the CRA Funded Portions of the Project. •4.2 Accounting and Public Records. Tri-Rail will be responsible for separately accounting for monies received from the City and the CRA respectively, in accordance with the General Accepted Accounting •diples ("GAAP") and the Governmental Accounting Standards Board ("GAS 7.•. , t� �� +email understands andagrees Jv n� �4 J ryr . i, that the Code of the City of Miami, as alteed (:'City contains continuing k. compliance, public records safe keeping, p , p isclasure roguing-nenor this Agreement as a government contract under t .q laws of the , p da. °„ 4.3 Rank Accounts ati auditors from the C and the COas a n Z accounts. Tri-1 t i11 afl0 (access to the Project until fiv'ycars 5 tr it is corn JY Vats`'. s ecord Ynsjion. Tri-Rail will permit agpod le) to 4 eet its bank records and ounts from the initiation of 1 not contribute more funding than described in .. rap is , ree (3) above, The amounts stated in Paragraph (3) above steal:, 9 the total C LContr7tion and the total funding made by the CRA for IA 4 CRA Funded i of ie •t, The CRA Contribution shall only be used to fund the CRA Funded Porti©e e Project within the CRA Redevelopment Area. this -the eenstruatien of tie--ra41i Iia1eah Starter -the proposed I}^ 4,5 Indemnification From. Construction Claims; Bonding; Liens. Tri-Rail and its agents, contractors, assigns, servants and representatives will not hold the CRA DRAFT TUNE 29, 2015. Section 255.05, Fla. Stat, Tri- Rail will not 4 or common law liens to attach to the Proje' 4.6 Citizen Notificatiq. Tri-Rail citizens or residents affected bY railroad line between the Tri-Rail Downtown Miarn0 4,7 Tri- equ ent used .3" 04' (Metrora condition aced r the pa (or the City, as applicable) and any of the City's and the CRA's respective officials, officers, employees, agents, contractors, assigns, servants, and representatives, responsible for any delay claims, claims for or change orders, supplemental or additional work, and/or any other claims whatsoever that --is are related to or arises by or is -are connected with any work, materials, equipment, supplies or services that occurs during construction of the Project. Tri- Rail agrees that its -con, credit or payment and performance bonds for the cOilk ny Mechat). s will post either letters of cost in a form specified by iens or other statutory sible for tim 1Itifying all oveinents along the proposed Hialeah Station and the raclOarts and t clkipment Maintenance. Tri-Rail will be or n irnngtaUiod tilAcs and all materials, parts, or other in co the operation of a railroad and the related Tri-Rail sfer Staff* Station and Downtown Miami station, in a safe NN, to aWa$plicable federal, state, and local regulations. Failure to adhere to this requ qtion Will result in a penalty for which Tri-Rail will be solely responsible-fer. 4.8 Tri-Rail Passenfter Train Cars. Only Tri-Rail passenger train cars shall be operating between the Tri-Rail (Metrorail Transfer Station) Hialeah Station and the proposed Downtown Miami Station. Operation of any non -passenger train car on the Tri- DRAFT JUNZI, 29, 2015 Downtown Miami Station, Tri-Rail shall ensure,k, operating condition and in compliance wi event a passenger train car fails to me Rail railways between the Tri-Rail (Metrorail Transfer Station) Hialeah Station and the proposed Downtown Miarni Station shall constitute a violation of this Agreement resulting in immediate refund of all of the CRA Contribution and immediate termination of this Agreement and termination of all CRA obligations and all City obligations hereunder. Tri-Rail shall utilize its own passenger train. cars to transport travelers between the Tri-Rail (Metrorail Transfer Station) Hi Nenger train cars are in safe deral, statt P. cal regulation. In the afe operating Stanciat kaccording to any Vt• federal, state, or local regulation4 Tri-Rail sh operation until Tri-Rail's engin suggested to follow ,..epair gu 04- maintenance g malfunctioning pass 17,z resp ' Station and the proposed is passengen car from air it. Tri-Rail employees are in anufaeturer's suggested '644, lure to decommission a in a penalty for which Tri-Rail is solely 4 wi11 ensure that restrooms aboard passenger train 4ftb, 1„ssenger platkoki boarattt areas are maintained in a cleanly and hygienio manner. Tri-i be ryt safe environment for engers. nsible for hiring janitorial staff to sustain a healthy and 4,10 Tri-Rail Passenger Train Car Interiors. Tri-Rail will ensure that all interior cabins of a passenger train car have running air conditioning or heat, lighting, and are free of any defect that could cause harm or injury. Tri-Rail is solely responsible for ensuring the safety of its passengers. DRAFT JUNB 29, 2015 breaks according to 4,11 Tri-)Mail Employment. Tri-Rail will be responsible for hiring and training engineers and/or servicemen with a background in passenger train car safety and railroad safety. Tri-Rail will be responsible for verifying credentials of these employees to ensure they are accredited according to all applicable federal, state and Iocal regulations, 4.12 Tri-Rail Employee Dress Code. Tri-R .`:ie ensure that its employees are properly dressed and groomed. Tri-Rail emp,1wear natnetags containing only their first name or any other form of W. tion whir job. Tri-Rail employees must cater to rea to ensure their health and safety., 4.13 Locomotive Cont responsible for luring loomotive cad passenger train be responsible for •i acco con ctt rs operating 'ce with feaq 4 ng et entials of drug testes ` '. rding to an are performing their bit requests and den from passengers :ndards. Tri-Rail will be L t be licensed to operate a rej teal regulations. Tri-Rail will employees to ensure they are accredited N�} c ral sCyaItAnd me regulations that pertain to locomotive l ears. Tri-Rail will ensure that its conductors are Et2 f�' plicali4ederal, state, or local regulation, 4.14 rrrotive kInductor Breaks. Tri-Rail will permit conductors to take y and/or state mandated hours. Tri-Rail must ensure that there are back-up conductors available so service to the Tri-Rail and its passengers is not delayed. 4.15 Operation of Passenger Train Cars. Tri-Rail shall operate only passenger railway cars within the CRA Community Redevelopment Area. Tri-Rail will DRAFTJUNF, 29, 2015 premises. ensure that all conductors operate the passenger train cars in a safe manner to prevent excessive wear and tear. In the event passenger train car abuse is noticed, attention must be brought to the proper authorities for necessary action. Tri-Rail will make any maintenance or repair on the damaged passenger train car or part thereof 4,16 Train Car Storage. Tri-Rail will be responsible for securing and storing its passenger traincars in its own secure warehouse ice stations, or dedicated � a 4.17 Fueling. Tri-Rail will supplilroad cars iesel fuel from any of its own service stations. 4.18 Initiation of Pass passenger railway service from Station to the proposes„ Downtown Proceed. itiate it Transfer Station) Hialeah days of the Notice to rovide passenger railway service from the ah Station to the Downtown Miami Tri-Rail,v „,, operate its p hours per day. 5 2ail w i solely responsible for updating its schedule to reflect the (5) d er week and a maximum of seven (7) days per week. :stinger tritift ears for public use for no less than sixteen (16) addition of the Down �` °' i ,!Ixa:mi station to its pre-existing schedule. Tri-Rail will be responsible for informing all employees of the new hours of operation, if any, 4.20 Number of Passenger Train Cars in Service. Tri-Rail shall provide a minimum service of twenty-six (26) passenger trains from the Tri-Rail (Metrorail Transfer Station) Hialeah Station to the proposed Downtown Miami station on a daily DRAFT RUNE 29, 2015 basis. 4,21 Fares, Tri-Rail will charge a fare for the Tri-Rail passenger service at its discretion and it will be solely responsible for collecting this fare. 4.22 Debris. Tri-Rail is responsible for keeping the railroad between the Tri- Rail (Metrorail Transfer Station) Hialeah Station and the proposed Downtown Miami Aical failure, fire, or unsafe station free of any debris that could cause• any kind of condition. 4.23 Tri-Rail Stations. Tri-Rail (Metrorail Transfer Station) Hialeal0 on and Do ntowr mi stations are onsible for 4-p ing its Tri-Rail operable for daily passenger sej2e use. T i OILiam1ain all if4pi platform *(,Q areas in a cleanly and sanitary m of debriYtcan cause fire, injury or death, TO -Rail will be respo qil-Jle for hiri employees, pas,„ responsible for enst stati din 41,etl arattisabled Passengers. Tri-Rail will ensure its employeae trained tdi, pvide istance to any elderly or disabled passengers. Assistance inert n a safe environment for age/vers. Tri-Rall will be pial lighting during the evening within its b. but is limited to ensuring passengers board and disembark the passenger train car sIWd navigate a passenger train car safely. 4,25 Drug -Free Zones, Tri-Rail will ensure that its Premises, platforms, and train cars are drug free areas that meet any federal, state, or local regulations. 4,26 Documentation of Accidents, Tri-Rail will be solely responsible for any accident or injury to an employee, passenger, or third party that occurs within its stations, DRAFT JUNB 29, 2015 platforms, passenger train cars, railroads, or other Premises. Tri-Rail will institute and maintain a formal and written process to document any accident or injury that oocurs. Tri-Rail will be responsible for repairing any passenger train car, train part, station, platform, railroad, or other property damaged to ensure it is returned to an operable status, Tri-Rail will institute a formal process for any employee or passenger who is injured during hours of operation. These complaints;,m oculnented and reported to � motif. the appropriate agencies or parties in charge of the 4.27 Train Car Malfunction Not. accident or malfunction to any service ill n Proceduti'0;,,Notification. of any fated with the Tri- limited to accidents, incidents, complaints, sche ' ..i service, GPS operation. Notiflcai*"?ccur as q IA one (1) hour for any .1 _ sonal injui end of the servi must be doeumente or ail e 4'ti cations withi of its ',tracks witho " kalS .141/4 neighboring mua.?alites,. 4.29 Passe temporary ident re' d subrnitte` eluding but not fare machine :nternet fare as possible but not exceeding , and not later than the :icing issues. All notification ,the proper authorities. yvx. 6:0 not have the power to expand the size within the CRA's Community Redevelopment Area and approval of the City, the CRA, or any of its pplieable for the particular locations. ain Car Advertistmient. Tri-Rail will be allowed to place advertisements on the exterior and in the interior of the passenger train cars, Tri-Rail will be responsible for all deals, collecting revenues, and affirms that the advertisements placed on the exterior or the interior of each passenger train car are is permitted under state and local laws. Tri-Rail will comply with all applicable State and DRAFT St.»4B 29, 2015 Federal Sign Statutes, City of Miami, and Miami -Dade County Sign Regulations, 4.30 Emergency Medical and Safety Equipment, Tri-Rail will ensure that all passenger train cars are equipped with any federally, state, and locally mandated emergency medical equipment and safety equipment. 431 Signage. Tri-Rail will ensure that signs for its stations and platforms are properly maintained and visible to passengers during da 5. Non-Exelusive Use. Tri-Rali's ("Premises") as set forth in attached and i City, the CRA, and their respective su�l the right to use the Premises for 1 purposes aR 0 statutes, laws, ordinances, codes and/or the CRA, as al licable, so rights hereundeq'" shall not unreason fora ion; adi 6 . nei ghb °thee) rersonabl of the City an uring t rated Exhi and nighttime, ess to the is not exclusive. The s, agents, assigns art tees shall have ..r d by federal, and local jons and rill4or as determined by the City ....pAt.„ as sttoltuf doetJintertere with Tri-Rail's efuse1continue Kw, AVAVA' ti:12, lie SeM efforts to 'ide of manner permitted by CRA all use, its best efforts, and ations of the City's and the CRA's (1) stoles and other retail services in the cf$ y. Tri-Rail, the City, and the CRA shall use Tre parking to the residents, passengers, and guests wish to access Tri-Rail stations and platforms in any reement. 6. INTENTIONALLY LEFT BLANK 7. Indemnification, To the extent allowed by F.S.A. Section 768.28 and the laws of the State of Florida, Tri-Rail shall indemnify and hold harmless the CRA, the City, and their respective officers, employees, agents and instrumentalities from any and all DRAFT JUNI! 29, 20E5 liability, losses or damages, including attorneys' fees and costs of defense, which the CRA, the City, or their respective officers, employees, agents, or instrumentalities may inctur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by Tri-Rail or its officers, employees, agents, servants, partners, principals, or Y subcontractors. This indemnification by the Tri-Rail salt} apply to acts or amissions of the CRA, the City, or their respective officers �; i s officials, agents, servants, partners, principals, or subcontractors. T i1 shall pa ;.:claims and losses in connection therewith and shall investigat defend all claims, s *or actions of any kind or nature in the respectiv �xantes of the �o4. ``the City, w .,applicable, including appellate proceedings, ` , ay all c t : jjtudgments, and attorneys' fees which may issue thereQ Tri-Ran h ressl rk , and t stands that any insurance protection it pro,,, way ll t a ponsrb to indemnify, keep and save harmless and defeii CR e City, an eir respective officers, employees, agents rent may be terminated by any party, upon the ures provided herein. Any party may terminate this Agreement for eu `f cause" shall mean any of the following actions: (i) a substantial failure by, ,ail to perform the delegated duties in accordance with this Agreement over a period of more than one (1) year, or (ii) a failure of any party to comply with a material term, condition or stipulation applicable to its performance of this Agreement, following written notice of default by the other party which is not cured within ninety (90) days of receipt of such notice, or (iii) failure to either party to comply DRAFT JUTS 29, 2015 with arty applicable Federal, State, Miami -Dade County, or City of Miami Laws, Ordinances, Rules, Regulations, or Codes governing its duties, performance, activities or conduct under this Agreement.. 9. Notice. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery or recognized overnight courier (such r as Federal Express), or if by certified U.S. mail, with r receipt requested, addressed to the party for whom it is intended, at the place spgi s' Q$ the present, the parties 0 If to the CRA: Executive Director 819 NW 2" Ave, 3Floor Miami, FL 33136 If to Tri-Rail. { South Florida Re i ,f citation .,' ....,_...p Administrative 0 800 Northwest 3 Pompano Beach, F ti lfto C. 44rrit'.<, Mia With Co City Attorney, 444 S.W. 2" Av Miami, Florida 331 10. Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are DRAFT JUNE 29,2015 not contained in this document, Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. 11, Amendment. This Agreement may be amended or modified only by an agreement in writing which is signed by the duly authorized representatives of the CRA, the City, and Tri-Rail. 12, Term and Effective Date, Sum jr ;+ ertain Obligations. This Agreement shall become effective upon w ,,'nal executi , the duly authorized representatives of the City, the CRA, an • -Rail ("Efce,fective Date . id shall continue in force as long as the Tri-Rail ht rail transes referenced` bghout this Agreement continue in operatio provisions contained hgrein. service in the rn Rail Downtown Mi ri-Rail Lion for a minimum of thirty (30) years from the date of commencement of th ` ;.y nger railroad line. 13. Contingency and Allowances. An agreed upon sum of ) (which represents not more than ten percent (10%) of the CRA Contribution) included as part of the CRA Contribution the Agreement for the purpose of defraying the Tri-Rail's actual approved expenditures due to unforeseen ivated in accordance with the erate its passenger train is term shall begin on day of 20 Parties may extend this rut =3 written agreement between parties. einent Tri Rail shall operate the passenger railroad ii Trfer Station) Hialeah Station to the proposed DRAFT J NS 29, 2015 Dollars circumstances relating to the Tri-Rail's Direct Construction Costs for the CRA Funded Portion of the Project, or to cover other costs arising during construction, such as: costs that exceed a particular line itern within the Estimated Contractor's Direct Construction Cost; increases in subcontractor costs due to insolvency, preferred subcontractor cost differentials generated by _this Agreement, selection of subcontractors;uycorrection of defective Work; payment of deductible amounts for 1 S ered by iuilder's Risk in accordance with Article 21; and any other cost age rthe CRA Funded Portion of the Project. Any costs to be applied against 5 tingency r e CRA Funded Portion of the Project must first be approved by tl `' in writing. Tri-R r ' ail be rewired to furnish documentation evid.encin the expendk o nt to this Contim ycy prior to release of funds by the CIA At lx' pletion o:l ,Project, any remaining monies in the Construction Contngency for ef the Project sl the amount of the Cod coil t f d in accord litigation een the pare bear its own At y y's fee rk tributio the •CRA Funded Portion um Price shall be reduced in airing monies, if any. tedipeys Fees. This Agreement shall be of the State of Florida. Exclusive venue for any ball bIcil Miami -Dade County, Florida, Each party shall 'any term or provision of this Agreement or the application of either shall to any extent be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such terns or provision to circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected, and the remainder of this Agreement shall be enforced to the extent permitted by law. DRAFT TUNE 29, 2015 16, Insurance, The parties hereto acknowledge that Tri-Rail is a self -insured governmental entity subject to the limitations of F,S.A. Section 768.28. Tri-Rail shall institute and maintain a fiscally sound and prudent risk management program with regard to its obligations under this Agreement in accordance with the provision of F.S.A. Section 768.28. Tri-Rail shall collect and keep on file documentation of insurance of any and all private contractors conducting work on th ,$osed railway project. Tri- Rail shall require the private operator to include 40, provide the CRA with a copy of the rnsa lioy purcha any contractor prior NZ'S to this Agreement. 17. Costs, Expenses anlyees, Not4 v4 On. herein it is expressly understood liable, or otherwise answerable to p e'SOVP other monetary ot -opensmt contractors for their and al rest I s 1/44,0 immedieg ptify the CI Yfa, in effect a sin "bond o acceptable to the. CI a named insured and shall any other ten, provision at the CRA is not responsible, y fe •rge, costr. ense, reimbursement, or • geriKOpresentatives, employees or his Agreement. Tri-Rail shall pay any 4,442k ssb flents imposed upon the Premises as a the event Tri-Rail appeals a fee, Tri-Rail shall f its iittion to appeal said fee and shall furnish and keep responsible and substantial surety company reasonably an amount sufficient to pay one hundred percent of the contested fee together with all interest, costs and expenses, including reasonable attorneys' fees, expected to be incurred. 18, Representations and Warranties of Tri-Rail. a. Financially solyent. Tri-Raii warrants that it is financially solvent, is DRAFT JUNE 29, 2015 governrn structure, e, able to pay all debts as they mature and is possessed of sufficient working capital to complete the use and perform all obligations under this Agreement. b. Authorization, Tri-Rail has taken all action necessary for the approval and execution of this Agreement and has been duly authorized to commit Tri- Rail to all terms and conditions of this Agreement which shall constitute the valid, binding and enforceable obligations of c. Compliance with laws. Tri-Rak'. ,,Iy.„0,,,,iczwledges that Tri-Rail's strict compliance with all applicable fedeT' tate and 1 aws, ordinances and regulations is a condition of this Agreem't-, 4a.nd Tri-Rail shall co same presently exist and as they iy be amend 19. Waiver, The failur0 affirmative action w es ect the terms of this , nnii1k11 not be'' NO r of the violation or breach, or of any future vr -on, brklivh or wroijj conduct Any waiver of any condition therewith as the r party to jAgrccment to object or take othe?ftwhich is in violation of saelithorized representatives of all parties, O. ignnitiid 6. The CRA is relying on the public agency status, wience, putation and ability of Tri-Rail to adequately ent. 4 sale, transfer, pledge,. conveyance or assignment, of this 4\§, Agreement or any p. of or of the light -rail system within the city limits of the City and within the CRA's Community Redevelopment Area shall require the prior consideration, review, and approval of the Miami City Commission and the Board of Directors of the CRA, as applicable, whose approval may be withheld, conditioned or denied in their sole discretion, Tri-Rail shall not subcontract any service under tbis DRAFT JIJNE 29, 2015 Agreement without prior written approvals of the Miami City Commission and the Board of Directors of the CRA. 21.Discriraination. Tri-Rail shall not discriminate as to race, color, religion, sex, national origin, age, sexual orientation, disability or marital status in connection with its performance of service or any related service offered, 22, Hazardous Materials. Tri-Rail shall, at` `e cost and expense, at all times, and in all respects, comply with all fekJ 'e and Local laws, statutes, ordinances and regulations, rules, rulings, ies, orders, lr .nistrative actions and administrative orders ("Hazardous Materi ' ^ aws"), including, w :'fit limitation, any Hazardous Material Laws relati a industrial e ~' ironmental l� heFtion or the use, storage, disposal or trarispoexplosives, toxic substances or other hazardous, contnated or p without lim.itattdous Ices or wastes, including, ous Wastes", "Hazardous {{ 9' i" ' �''" J Materials"or To ubst gib_ sue u dex such laws, ordinances or regulations maintain in d other gov l within or storage of, any I erials")iR shall, at its sole cost and expense, A purply with all conditions of any and all permits, entalregulatory approvals relating to the presence of under or about the Premises required for Tri-Rail's use, Materials in or about the Premises in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon termination or expiration of this Agreement, Tri-Rail shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Premises by Tri-Rail or at Tri- DRAFT JUNE 29, 2O1 service; (2) provide t, conditions as th F.S,A. Chapter 119 Rail's direction, to be removed from the Premises and transported for use, storage or disposal in accordance and oompliance with all applicable Hazardous Materials Laws, The City and the CRA acknowledges that it is not the intent of this Article to prohibit Tri-Rail from operating in the Premises for the uses described in this Agreement. Tri- Rail may operate according to the custom of the industry so long as the use or presence •of Hazardous Materials is strictly and properly ni Ved according to, and in compliance with, all applicable governmental The requirements of this Section of the Agreement shall survive the e 23. Public Records, Tri-Rail ITO comply with F.S. including without limitation, to: 4 keep and m necessarily would be required by nd/or the ublic witeccess on or term i of this Agreement. ction 119.0701, to records tha inarily and as applicable, to perform this . ,q. he re&Stvon the same terms and lyuld at the cost provided by law; (3) ensure that public records that mitsclosure are not disclosed except as a .:„ d by law; '14 , all requirements for retaining public records and transfer, a b. cost, to the AA md,gi'the City, as applicable, all public records in its possession upoft rminatio that are exempt ofq electronically stored publio records must be provided to the CRA and/or the City, as applicable, in a format compatible with the CRA's and/or the City's, as applicable, information technology systems. 24. Assumption of Risk, Tri-Rail acknowledges and agrees that by construction DRAFT JUN1 29, 2015 this. Agreement and destroy any duplicate public records ential and exempt from disclosure requirements. All of the premises, Tri-Rail assumes all risk of loss or damage to property, including, without limitation, property damage, and all risk of personal injury, including but not Limited to death, In no event shall the CRA and/or the City, as applicable, be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Tri-Rail, its officers, agents, employees, invitees or patrons occurring in or about the Premises that may be , destroyed, or in any way damaged, including, without limitation, fire, floek ,pleetricity, gas, water, rain, vandalism or theft which may leak or flow fir into any p the breakage, leakage, obstruction or oL0 defects of the pipe llprinklers, wires, appliances, plumbing, air conditoning or lig the Premises, or from s of the Pre ,I,tes, or from t, hurricane or any act of God or • neglige k !f any user of the facilities or 4.i. occupants of the Pren ises or any pri• results from co flPS arfpon the such damage or injury 1'40 her sources. The foregoing limitation of liabili not where thury, loss, or damage is the result of gross 'et on fl1L rt,of tiyCRA andior the City, as applicable . f5. Joint Ek't o A'gkpkinent, Nothing contained 'in this Agreement shall a constitute construed ',',,eate a tnership or joint venture between the parties or to make either joi services contemplate able wJjhe other for any obligation .arising out of the activities and Agreement. Tri-Rail's relationships with the CRA and the City, as applicable, in the performance of this Agreeinent is that of an independent contractor. All persons performing services which are to be performed by Tri-Rail under this Agreement shall at all times be under Tri-Rail's exclusive direction and control and shall be employees or agents of Tri-Rail and not employees or representatives of the DRAFT JUNE 29, 2015 CRA or the City, as applicable, , 26. Interpretation, This Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of all parties hereto. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply hig‘• the assumption that the terms hereof shall be more stricfl strued against one party by reason of the rule of construction that art instii against the party which itself or through its agents of both parties have equally partici 11:V 27. Paraura h Ileadin Title and reference and are not a part of thi' NOTE: THE TERM 'FRI-RAIL WILL IN WE 4;4'4 da year above Attest: By: Name: Title: k nt. wf.:•10", Approved as to form and legal sufficiency: Name: Title: DRAFT J1IND 29, 2015 prepared s be construed more strictly 't being agreed that the in the preparation. o 4greement. 4V-eadings are solely for TIME Or EXECUTION t, and Tri-Rail have set their hands the SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY By: Nanae: Title: Attest: By: Name: Title: Approved as to form and legal sufficiency: requirements: By: Victoria Mendez, City Attorney Attest: By: Todd B. Hannon, City Clerk Approved as to form and legal su requirements: By: Victoria KO' \,ttorney ktp DRAFT JUNE 29, 2015 44 SOUTH EAST OVERTOWN PARKWEST COMMUNITY REDEVELOPMENT AGENCY By: Name: Title: Apprond as to insurance e Sharpe, Director, ement Department City of Miami, mutf, Al corpora trida niel J. Alfonso, City Manager colt. App as to insurance le Sharpe, Director, Risk inagement Department-