HomeMy WebLinkAboutExhibit - Agreement V1 (07-09-15)INTERLOCAL AGENCY AGRliEMENT
BY AND BETWJLEN
THE CITY OF mumyFLOREDA
AND
SOUTH FLORIDA REGIONAL TOSPORT, 2,1T AUTHORITY
EFFECTIVE A, OF
550021
TABLE OF CONTENTS
Article: 1. Recitals and Findings
2. Purpose
3, Contributions
4. Tri-Rail Duties
4.1 Pertnits, Inspections, Reviews, and Approvals
4.2 Accounting and Public Records
4.3 Bank Accounts and Bak Record Inspection
4,4 Funding Limitation
4.5 Indemnification,['romConstruction Claims;
Bonding; Lic;*,
4.6 Tri-Rail 'T6re4Ps Parts ncEquipment Maintenance
4.7 TiiRu1 Tassenger Train' -
4.8 Min:,;LIflorS tandard of Oma1c
4.9 Mine Service Levels
4.10 Tri-Railk „ansion-
•
, -4...
4 11 Passenger T1rau Cai Adveitisenient
5. N' ' lusive Use
.
6. Sail , lanner o
Indeill
Termin.
4,Notice
:Ftitire Agr
.4',,?-1i,*
en ent V
and Effe 14.„ e Date; Survival of Certain Obligations
13 ,T., aw and Venue; Attorneys Fees
,
everab - '
Rance
Expenses and Fees
epraeXations and Warranties of Tri-Rail
Wilancially Solvent
Authorization
Compliance with laws
Waiver
Assignments and Sales
Discrimination
21. Hazardous Materials
22. Public Records
23. Assumption of Risk
24. Joint Effect of Agreement
25. Interpretation
26. Paragraph Headings
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Exhibits/Attachments:
Composite Exhibit A — Descriptions of the total Project and of the Components within
the City's corporate limits being funded by the City and Sketch/Legal Description of
Project Area/Component locations of Components of the Project being funded by the
City
Exhibit B — City Commission Resolution No. adopted 2015
Exhibit C — Tri-Rail authorization adopted , 2015
Exhibit D — The Premises
Exhibit E — Improvements Budget
Exhibit F — Schedule of Values
Exhibit G — Contribution Spread eet
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INTERLOCAL AGENCY AGREEMENT
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 CITY OF MIAMI, FLORIDA, a
municipal corporation of the STATE OF FLORIDA, hereinafter referred to as
4.;
and the SOUTH FLORIDA REGIONAL TRAMTRAN3RTATION AUTHORITY,
pursuant to F.S.A. 343.53, an agency created by Jita Florida (doing business as
and hereinafter referred to as "Tri-Rail").
WITNEITH
Nop
4F0,
WHEREAS the City is a cognized i&f1 corporation of t
State of Florida; and
WHEREASto
out powers of a
al trans Iation au
the abitilks required to
cooperate WI '$other locali
nemV
services and faci
in
ri-kall has the ability to carry
as provi ef3y state law; and
is ente 'onto upon the authority granted to the
Statuteswhich permits local governmental units
efficient use of their powers by enabling them to
on a basis of mutual advantage and thereby to provide
er and pursuant to forms of governmental organization
that will accord best vvi ,Igeographic, economic, population, and other factors influencing
the needs and development of local communities; and
WHEREAS the City has determined that it would be in its best interest to
facilitate travel between the City and other urban centers across South Florida for the
benefit of its City residents and visitors by supporting Tri-Rail's extension of its
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4
commuter rail service to Downtown Miami (hereinafter, the "Tri-Rail Downtown Miami
Link"); and
WHEREAS, in order to implement the Tri-Rail Downtown Miami Link, the City
and Tri-trail wish to facilitate the design, construction and financing of additional
platform improvements to the All Aboard Florida's ("AAh") proposed Miami Central
Station in order to accommodate future Tri.-Rail co 'rail service (the "Project"),
The additional improvements shall consist of (�; 6O square foot platform and
associated trackage for Tri-Rail commutery , (ii) a mez pine level consisting of
columns and related structures which sure t the Tri-Rail pla f and associated
trackage; and (iii) related Miam*Qentral Station e 5 including, bu limited to,
portions of elevators, escalatospaces, storage areas, all as more
particularly described zn Exhibit "A" ents
WHEREr a vim`.. ,h , .�` de ��a.�
xt is pre ntly estnxn t the reed design, construction and
� a
financing costs of the ements for he Tri-Rail Downtown Miami Link will
ola.Ared Thousand and No/100 Dollars
WHIM S, the et :as, by proper City Commission Resolution No.
ached hereto and byreference made a part hereof as Exhibit
adopted on 15 `"'
"B"), authorized its officer(s) to enter into this AGREEMENT in order to accomplish
the City's obligations hereunder in connection with the Project; and
WHEREAS, Tri-Rail has, by proper authority of its adopted its
on (attached hereto and by reference made a part hereof as Exhibit
"C"), authorized it to enter into this AGREEMENT in order to accomplish
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5
Tri-Rail's obligations hereunder in connection with the City Funded Portions of the
Project; and
WHEREAS, it is an express condition precedent to disbursement or payment of
any funding by the City under this Agreement that the funding committed by the State of
Florida through itself and its various agencies and entities (collectively, the "State"),
Miami -Dade County through itself and its various age t , and entities (collectively, the
"County"), The Bayside Foundation The Downtment Authority ("DDA")
the Omni Community Redevelopment b �o (Omni C' and the Southeast
Overtown Park West Community Redevelo m nt Agency ("SEOP'f RA') have been
allocated, bound, committed ; authorized y }" respectively i /hired legal
authorization processes; and
WHEREASand TriR; i
4sr..
r f.
Section 10 of th.'& f the Sta
order " oim.ply with Article VII,
Florida (constitution"), that the City's
fundinggft Cit shall be used solely for governmental
ca qmprovem wne Tri-Ra*:. ,a i (b) that should the City determine to
reimbd4Akitself for sue ncling ygovermnental capital improvements, then the City
Commissiort a,J1 by separ ,tesolution declare such intent to reimburse through a future
borrowing from to erxap ,f5 `rids; and
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City and Tri-Rail agree as follows:
1. Recitals and Findings. The foregoing recitals and findings are hereby
acknowledged as true and correct, and are incorporated herein by reference.
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2. Purpose. The purpose of this Agreement is to increase the general welfare of
the residents of the City and alleviate the attendant burden on both the City's economy
and quality of life caused by traffic congestion.
3. Contributions.
3.1 Funding Amount, Reimbursement of Project Costs. The City
agrees to provide Tri-Rail with funds in an amount not, lb' ed a total of Eight Million,
Three Hundred and Forty -Seven Thousand Thirtyl
00 Dollars ($8,347,030,00)
("City Contribution") for eligible costs, a ed herein, jd for the design and
construction of the Improvements (the " "). The City shall Urse the Funds to
Tri-Rail in the manner set forth„,in this Sectio
i 6, The CitWkall incur no
liability for any costs in excess trthunds has been a duly authorized
increase approved by hc City Co ission , a proportionate increase
,-.„.•
made from the.,..
rk'vent the actual costs of the
,,
Improvements are 1es than lile irni ited L cst all remaining funds shall remain with the
Cit41t11
ty regarding any other reimbursement
of&
Eight Million,
ate reve es in the total amount of not to exceed a total of
and Forty -Seven Thousand Thirty and No/100 Dollars
($8,347,030.00) (" Cit4rtribution ) to Tri-Rail over a term of three (3) years which
will be used to underwrite the Eligible Costs of the Improvements associated with the
Tri-Rail Downtown Miami Link. No advance payments, future advances, or further
funding from the City Contribution will be made. The City Contributions shall be made
in the follow* installments during the specified City fiscal years: (i) Three Million
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7
Dollars and No/100 ($3,000,000.00) from Transportation Tax proceeds and One Hundred
Seventy -Two Thousand Eight Hundred Fifty and No/100 Dollars ($172,850.00) in DRI
Supplemental Transportation Fees in Fiscal Year 2015-2016; (ii) Two Million, Five
Hundred Thousand and No/100 Dollars ($2,500,000.00) from Transportation Tax
proceeds and Two Hundred Fifty -Six Thousand Six Hundred Five and No/100 Dollars
($256,605.00) in DRI Supplemental Transportation Fe "meal Year 2016-2017; and
(iii) One Million, Six Hundred and Sixty-Seve .4420. Dollars ($1,667,000.00)
from Transportation Tax proceeds and Sev ' Hundred F'ifPousand Five Hundred
tIP
Seventy -Five and No/100 Dollars ($750,513* p) from DRI Su.pple ;.0 Transportation
-rkk, :4444,-
i Fees in Fiscal Year 2017-2018. , o the extent fbat e it Contributishiv1 any of the
three (3) years shall be paid fiom awien.ainuig legal available revenues previously
pledged to support the,,,debt service
,egb
and Series 2009A
Bonds"), the City
f.;
ecial ation Bonds Series 2007
V3.3.) (collectively, the "Street
ibutiOtishall be sit rdinate and inferior to such debt service
.e40'
pay S and S 'ntributionshall only be payable each
,.... „ 't*,•:§,,.— '',,,,. • • ,4...
_
yeon a,. those legattki4enino- ailab 1,•rairevenues after all debt service has been paid
'''''04,,, t,
,
in full oy refitibursement payments paid from pledged revenues
shall not be pal' til after the July 1st Street Bonds debt service payments in
each of the aforeme jfisea1 years for which installment payments are being made
pursuant to this Agreement. All funding and monies provided by the City shall only be
utilized for portions of the Project within the corporate city limits of the City. This is an
express condition of the City funding, and its violation shall be just cause for immediate
termination of this Agreement and discontinuance of City funding. Any portion of the
550021
City Contribution not reimbursed during the above listed fiscal year shall be carried
forward by the City and made available to Tri-Rail for reimbursement in future fiscal
years consistent with the terms set forth in this section.
4. Tri-Rail Duties, Tri-Rail will use the monies provided by the City to design,
construct, and finance the Eligible Costs of the Improvements of the passenger rail
service within the City limits pursuant to City of Mianii, Commission Resolution R-
15-0156, adopted , 2015,
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entering into a contract tith AAF, tfi
Improvements will be 1o&4the enti
constructing the, Project Project, of
ensure th
public agent
4.1 Permits, Inspections,.. 'ews, and AIONaIS. Tri-Rail intends
to procure the design and const 51i.of the improvementgo sole source by
e propertrr., which the
be designing, peimitting and
,ovemen't ve a part, Tri-Rail shall
alf of Ind all necessary permits and
speclions, views, and approvals associated with the
oVluents.
4.2 '',eountiiitand Public Records. Tri-Rail will be responsible for
mse - Ely account or orkes received from the City in accordance with the
GeneraS cepted count1ng Principles ("GA.AP") and the Governmental
Accounting Stds Board ("GASB"). Tri-Rail understands and agrees that the
Code of the City of Miami, as amended ("City Code") contains continuing
compliance, public .records safe keeping, and disclosure requirements for this
Agreement as a government contract under the laws of the State of Florida.
4.3 Bank Accounts and Bank Record Inspection. Tri-Rail. will permit
9
550021
auditors from the City (and the SEOPW CRA, as applicable) to inspect its bank
records and accounts containing the City Contribution. Tri-Rail will allow
access to these records and accounts from the initiation of the Project until five (5)
years after the Improvements are completed.
4.4 Funding Conditions; Funding Limitation. The Parties also
agree that this Agreement shall be conditioned dJ approval of all applicable
agreements for the Improvements inclu,
e sole source agreement
between AAF and TriRail for the hi :,ments; (ii)tn agreement between
for the cost of
FDOT and
an AAF affiliate or other third-p
some of the Improveme
Tri-Rail for the Improve'
der and Tri-Rail for
• (ill) the agr f45Ween AAF,
corridor; (iv)separate a,
infrastru
and
on the Mia
atH zation of t
-ents; an
rovem
d. operatio maintenance on the FECR
er
necessary) for the rail
`tt'A
with other funding partners
.0,the amount of any Tri-Rail contributions
'greement shall be further conditioned
y Metropolitan Planning Organization's ("MPO's")
se oft less than Three Million and No1100 Dollars
($3,000, ADO)or eligiblc • costs related to the design and construction of the
Improvernent§s, 'such funding sources as may be authorized by the MPO. A.
listing of anticipated fimding sources and amounts is attached hereto as Exhibit
"G". In the event Tri-Rail fails to initiate physical construction of the
Improvements (the term "physical construction" does not include the preparation
of construction documents or permitting of the same for the hnprovements)
1 0
550021
within two (2) years of the date of the execution of this Agreement, this
Agreement shall be null and void. Additionally, in the event that any of the
conditions and approvals specified in. this Section are not complied with, this
Agreement shall be null and void.
The City will not contribute more funding than what is described in Paragraph
Three (3) above. The amounts stated in Parag a iree (3) above shall be the
total. City Contribution and the total fun: z" ddp by the City for the Eligible
Costs of the design, construction axa f ancing of `1 c passenger rail service
+�Y 5
Project Improvements within ther,;..f,
4.5 Indemnification Fro
n Claims; E i i g;. Liens.
Tri-Rail andits agents, co assigns, ants and representatives will not
hold the City oar any oft „ Crty s,' fflcials, zcers, employees, agents,
rf � y\�
contract o a"signs, vants, a ,r event responsible for any delay
claims, clair
4�.
ork, materi
e orders;pleznenta1 or additional work, and/or any
or arise by or are connected with any
upplies or services that occur during construction of
the Poject. Tri-R:agrees t'`�'`t its contractors will post either letters of credit,
payment d perfo s r a ce bonds for the Project's construction costs in a form
specified by 255.05, Florida Statutes (2014) or other security acceptable
eF,i jrt
to AAF. Tri-Rail will not allow any Mechanics Liens or other statutory or
common law liens to attach to the Project.
4.6 Tri-Rail Track, Parts and Equipment .Maintenance. Tri-Rail
will be responsible for maintaining railroad tracks and all materials, parts, or other
11
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equipment used in conjunction with the development of the proposed Downtown
Miami Link station. The City will not be responsible for any failure to adhere to
any applicable federal, state, or local regulation.
4.7 Tri-Rail Passenger Train Cars. The Tri-Rail passenger train
cars will operate between the Tri-Rail (Metrorail Transfer Station) Hialeah
Station and the proposed Downtown Miami Sta wThe City is not responsible
for funding Tri-Rail operations or mainte
cars.
facilities or passenger train
4.8 Minimum Standafa4 f Operations. Tri-yi11 operate and
maintain its passenger twsportation r'
train car
interiors, g
employment set
storage,
an
- g,
(
time with a
Code of
dards, man 4try
vos.
4,0,,,eral se
licaP federal,
4,
.03, 3
io
Vf
restroom faci
ards, locomotive
passenger
conductor
ain car safety, train car
as amended_ from time to
and local laws, including , without
-8,?5, 351.37 Title 49, Subtitle B, Chapter
*."
Regkigions ("CFR") listing the duties of railroads to its
ees and the gOeral pi , as applicable.
twenty-six (2
Service Levels. Tri-Rail shall operate not less than
day trains from the Metrorall Transfer Station in Hialeah to
the Miami Central Station, to be located in Downtown Miami, with a cumulative
passenger capacity of not less. than 9,750 passengers per week ("Minimum
Service Level") and maintain this service level for the Term of This Agreement as
provided in Section 12, provided that if this Agreement is terminated in
12
accordance with Section 8, Tri-Rail's obligation to furnish the service shall
survive for thirty (30) years from the commencement of the Term. Reductions to
the Minimum Service Level during the Minimum Service Period shall be
approved by the City Commission when presented with information by Tri-Rail
evidencing: (i) reduced ridership demand for the Tri-Rail Downtown Miami Link
„Oth,
of greater than ten percent (10%) over any five period, or (ii) reduction in
annual operating support greater than ten
0%) over the prior year's
budget from public funding sources4�h necessita, ice reductions. The
*.1)'
minimum service level will be rest-- ,-..when the funding is
4.10 Tri-Rail Expansion. Tr'
WC:
the size or the locations 4fiib,C1
and approval otthe City Co
applicab
e p ar loca
4,11 ""ii4 aced'
.sseng4f1Train
s or within
tot have the p
to expand
.oad tracks without the consent
o, b ring municipalities, as
Carl Tri-Rail is not authorized
'01*
•,,;zik;:,4' ult entertainment aboard its passenger train
err)
Miami Link stations. .
Non-Exclusto Use. iiRaiVs right of access to the "Premises" as set
vt-314.74,,
forth in attache 4Ad Aed Exhibit "D" is not exclusive insofar as is provided in
this section. The Cii
4ccessors, agents, assigns and grantees shall have the right to
use the Premises for emergency and public safety uses in times of civil insurrection, state
of war, public emergency or Acts of God, so long as such use does not interfere with Tri-
Rail's rights hereunder.
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6. Schedule and Manner of Reimbursements. Upon execution of the
Agreement, Tri-Rail shall furnish the City with a copy of the estimated budget for the
Improvements ("Improvements Budget") for the Eligible costs of construction attached.
and incorporated as Exhibit "E", and, thereafter, shall similarly furnish the City with any
and all revisions thereto. Tri-Rail shall also furnish to the City a schedule of values
.������
("Schedule of Values") attached and incorporated as tR { Sit cc Fas , identifying quarterly
design and construction milestones and the anticiction expenditures payout
schedule for such milestones for the Improy**tits. Capita s include, but are not
limited to, material changes (the cost of`lements of the Proles ocated within the
City limits designed or specifier? the Arehi
';fret rates the
costs of labor, supplies, materiaa uipment, y excluding soft costs such as
Quarterl disbursement of
architectural, engineer legal and �ttiti � j; ultants�, y
the City Fundedr or Proj �I��'vem ll be based upon invoices
provided by Tri- aeeo� anied by ` ?ies of paid contractor invoices (the
"Rer prop ei` a rce `'defined by Section 218.72(8), Florida.
Sta t, 2014) must
'�f
efore each payment request to the City Manager or
his/her a'' ed designeoa,Each Rrabursement Request shall also include a copy of
n'�rYK N'5 fy` 7 N
all payments matQ canir firms during the reimbursement period.
Reirnburrsomenests shall commence on or after the 1st day of October,
2015. For the 2015-2016 fiscal year ending on the 30th day of September, 2016, total
quarterly disbursements by the City of the City Contribution shall not exceed the
following reimbursements: Three Million One Hundred Twenty -Seven Thousand Eight
Hundred. and Fifty Dollars ($3,127,850,00). For the 2016-2017 fiscal year, which fiscal
550Q21
14
FloridaForidaI1Jail shall indemnify, defend,
e cost an 4pense'
year shall commence on the lst day of October, 2016, and end on the 30th day of
September, 2017, total quarterly disbursements by the City of the City Contribution shall
not exceed Two Million Seven Hundred Fifty -Six Thousand Six Hundred and Five
Dollars ($2,756,605.00). For the 2017-2018 fiscal year, which shall commence on the lst
day of October, 2017, and encl on the 30th day of September, 2018, total quarterly
disbursements by the City of the City Contribution shpJ exceed Two Million Four
Hundred Seventeen Thousand Five Hundred Siye Dollars ($2,417,575.00).
Notwithstanding the foregoing, the other ,
funding.
s must co
e to contribute their
7. Indemnification4c o the exten by Section 7Y8, Florida
Statutes (2014) and the laws of
and hold harmless,
and instrumental, from. an: ,and all ha
cers, employees, agents
losses o ages, including attorneys'
fees and costs of the Cior its officers, employees, agents, or
,a res
MS demands, suits, causes of actions or
Avv
prodarising out of, relating to or resulting from the
performanceo± this Agreement by TA -Rail or its officers, employees, officials, agents,
servants, partners p1 iiicipals 01 contractors. This indemnification by Tri-Rail shall not
apply to negligent act 4Omissions of the City, its officers, employees, or officials.
Tri-Rail shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits or actions of any kind or nature in the name of the City, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and
attorneys' fees which may issue thereon. Tri-Rail expressly agrees and understands that
550021
15
Agreement over a period of more than on
any insurance protection it provides shall in no way limit the responsibility to indemnify,
keep and save harmless and defend the City, its officers, employees, agents and
instrumentalities as herein provided.
8. Termination. This Agreement may be terminated by either party, upon
the grounds and after the procedures provided herein.
Agreement for cause. "For cause" shall mean
substantial failure by Tri-Rail to perform the de
ear or; (ii)'
•
• .
comply with a material term, condition, p , ion, limitation or sti
.40
its performance or duties provided for in this'
default by the other party which
notice; or (iii) failure t
Ordinance, Rule
4.*
is not cured within rf,
deeto have been
(such as
0, es to
..ed wit
comply v4th.' any '
ode go e per
s of recei trf such notice.
enfteimder shall be in writing and shall be
by hand, delivery or recognized overnight courier
Either party may terminate the
the following actions: (i) a
dies in accordance with this
ure of either party to
on applicable to
following wr
notice of
(90) days of receipt of such
State, or Local Law,
rice of this agreement which
ral Express)sr if bYVertified U.S. mail, with return receipt requested,
addressed to the
parties designate the
If to the City:
y for wn it is intended, at the place specified. For the present, the
ug as the respective places for notice purposes:
Nwe
City Manager
3500 Pan American Drive
City of Miami
Miami, FL 33133
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With a copy to:
City of Miami
City Attorney
Miami Riverside Center
444 S.W. 2nd Avenue, Suite 945
Miami, FL 33130
If to Tri-Rail:
South Florida Regional Transportation Authority/Tri-R
Administrative Offices
800 Northwest 33rd Street
Pompano Beach, FL 33064
10. Entire Agreement. This* Rpm ent incorporates a ncludes all prior
negotiations, correspondence, cox versations, a
the matters contained herein,
understands? plicable to
parties agre at there are no commitments,
agreements or understandings eoncerthis Agreement that are
not contained irk_
terms hereof shall upon any n r representations or agreements whether
t Accoii'`is that no deviation from the
Amen rient. a.'` Agreement may be amended or modified only by a
i
ent signede dulyahorized representatives of the City and Tri-Rail
12. ava and Effective Date; Survival of Certain Obligations. This
Agreement shall bec a ;effective upon the final execution by the duly authorized
representatives of the City and Tri-hail ("Effective Date") and shall continue in force
thirty (30) years from the date of commencement of revenue service on the Tri-Rail
Downtown Miami Link.
13. Governing Law and Venue; Attorneys Fees. This Agreement shall be
construed in. accordance with the laws of the State of Florida. Exclusive venue for any
550021
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litigation between the parties shall be in Miami -Dade County, Florida. Each party shall
bear its own attorney's fees.
14. Severabilitv. If any term or provision of this Agreement or the
application of either shall to any extent be determined to be invalid or unenforceable, the
remainder of this Agreement, or the application of such tenn or provision to
circumstances other than those with respect to whicb i4t4and or unenforceable, shall
not be affected, and the remainder of this Agret '4,11 be enforced to the extent
permitted by law.
15. Insurance. The parties her cknowledge that Tr v is a self -insured
governmental entity subject to
e,_litnitations o
Tri-Rail shall institute and m talf
program with regard
provision of Sec
file documentation o
nd prudent risk management
04 in accordance with the
,Atto
i1 shall collect and keep on
any and , rivate contractors conducting work on the
ail utrOie private operator to include the City
as a, ide the City with a copy of the insurance policy
puichascd b aiiy eoiiil &tir rior',0 this Agreement. Tri-Rail shall require its
contractor to the o AAF's insurance as an additional insured during
construction of the JMc5rnents.
16. Costs, Expenses and Fees. Notwithstanding any other term or provision
herein it is expressly understood and agreed by Tri-Rail that the City is not responsible,
liable, or otherwise answerable to pay any fee, charge, cost, expense, reimbursement, or
other monetary compensation to Tri-Rail, its agents, representatives, employees or
550021
18
contractors for their work or their services under this Agreement. Tri-Rail shall pay any
and all impositions, levies, charges, fees, or assessments imposed upon the Premises as a
result of Tri-Rail's construction. In the event Tri-Rail appeals a fee, Tri-Rail shall
immediately notify the City of its intention to appeal said fee and shall furnish and keep
in effect a surety bond of a responsible and substantial surety company reasonably
4hdred percent (100%) of the
'vases, including reasonable
acceptable to the City in an amount sufficient to pay a ,
contested fee together with all interest, costs „.
attorneys' fees, expected to be incurred.
17. Representations and Waf4aties of Tri-Rail,
VIPM„
Yro
a. Financially solvents, Tri-Rail w
tLV4
to pay all debts as they mature an:
the use and perform all bligations
b. .A atio ail fiata
ent, is able
nt working capital to complete
addigkecessary for the approval and
execution of this AgAtuent and has been dttly*authorized to commit Tri-Rail to all terms
aement
an
enf
compliance wiek.
Compliance%
1Iapp1icai
constitute the valid, binding, and
law0Tri-Rail hereby acknowledges that Tri-Rail's strict
federal., state and local laws, ordinances and regulations is
a condition of this A' lit, and Tri-Rail shall comply therewith as the same presently
"gr
exist and as they may be amended hereafter.
18. Waiver. The failure of either party to this Agreement to object or take
affirmative action with respect to any conduct of the other party which is in violation of
the terrns of this Agreement shall not be construed as a waiver of the violation or breach,
550021
19
or of any future violation, breach or wrongful conduct Any waiver of any condition
hereunder must be in writing, and signed by the authorized representatives of both
parties.
19. Assignments and Sales. The City is relying on the public agency status,
governmental structure, experience, reputation and ability of Tri-Rail to adequately
perform this Agreement. Any sale, transfer, pledge, c
Improvements owned by Tri-Rail or any
consideration, review, and approval of the
be withheld, conditioned or denied in the
any service, the subcontractor sha,11 adhere to
services in this agreement.
20. Discrimination. 1 n-Rafl shall ftoL Thrimmte0'.s to race, color, religion,
/09111"
.sex, national prigorigrn, age, sexaLo11entationk dsaIiThtv oi jnta1 status in connection with
ance or assignment, of the
f shall require the prior
Conrgm whose approval may
e discretion. Shout
d conditions
,Rail subcontract
is level of
its performance of s belated se offered.
ous
laws* tutes, ordinal
omply with all federal, state and local
ions, rules, rulings, policies, orders, administrative
actions dan rzAmin' istrative '61 &clous Materials Laws").
'44k:A
22 R1ic Reck . Tiri-Rail shall comply with Chapter 119, Florida
Statutes, including limitation, to: (1) keep and maintain public records that
ordinarily and necessarily would be required by the City to perform this service; (2)
provide the public with access to public records on the same terms and conditions as the
City would at the cost provided by F.S.A. Chapter 119, or as otherwise provided by law;
(3) ensure that public records that are exempt or confidential and exempt from disclosure
550021
20
are not disclosed except as authorized by law; and (4) meet ail requirements for retaining
public records and transfer, at no cost, to the City all public records in its possession
upon termination of this Agreement and destroy any duplicate public records that are
exempt or confidential and exempt from disclosure requirements. All electronically
stored public records must be provided to the City in a foi.mat compatible with the City's
information technology systems.
23. Assumption of Risk. Tri-Railp dges and agrees that by
construction of the premises, Tri-Rail. ass 11 risk of 10 q damage to property,
including, without limitation, property da and all risk of pers injury, including
�Y4: M1Sr
but not limited to death. is no event shall the Grs e I `-e or responsible f injury, loss
nt
or damage to the property, i imp r� e fixtures" or equipment belonging to or
A A
rented by Tri-Rail, it officers, age' patrons occurring in or
.,M p{ r b `t
about the Pre nrliat me stolen,,�trc , or4.y way damaged, including,
r4
without limitation, � ,flood st am, elect ty, gas, water, rain, vandalism or theft
whrc: '' `��7aws ar inaazt, ?'5f the Premises, or from the breakage,
leakobstruction orr er de of the pipes, sprinklers, wires, appliances, plumbing,
air conditrg or lighin es o`he Premises, or from hurricane or any Act of God
or any act of ne noe of user of the facilities or occupants of the Premises or any
x^54� w?,f 1£i5
person whomsoever L ; f such damage or injury results from conditions arising upon
the Premises or from other sources. The foregoing limitation of liability will not apply
where the injury, loss, or damage is the result of gross negligence or willful misconduct
on the part of the City.
550021
21
24. Joint Effect of Agreement. Nothing contained in this Agreement shall
constitute or be construed to create a partnership or joint venture between the parties or to
make either jointly liable with the other for any obligation arising out of the activities and
services contemplated by this Agreement. Tr -Rail's relationship with the City in the
performance of this Agreement is that of an independent contractor. All persons.
performing services which are to be performed by Tri J c rider this Agreement shall
at all times be under TA -Rail's exclusive direction;
1 and shall be employees or
U�xf z�
agents of Tri-Rail and not employees or reps ' tives of the
5 S��h�Y }�
25. Interpretation. This Agr aft is the result of neg'c ons between the
o
,
parties and has been typed/printe w_hy one party r the venience of al ; ties hereto.
YSS, vV Y
Should the provisions of this Agic m cqulre jutl 1 or arbitral interpretation, it is
agreed that the judicial ox arbitral bo�"
cnterprot F' Apr cons tr�g the same shall not apply
rt
the assumption threof shalt e �c �stzic nstrued against one party by
4 SAi
reason of the rule of onstruc n that an ms,truxnent is to be construed more strictly
i f � .
ag a hsch Its r throng ge t r:prepared same, it being agreed that the
agen both parties ham equa articipated in the preparation of this Agreement.
itle and paragraph headings are made solely for
reference and arm-: Kt a part is Agreement.
NOTE: THE TERM TRI-RAIL WILL BE CHANGED TO SFRTA AT THE TIME OF EXECUTION
550021
[INTENTIONALLY LEFT BLANK]
22
IN WITNESS WHEREOF, the CITY and Tri-Rail have set their hands the day
and year above written.
Attest:
By:
Name:
Title:
By:
Name:
Title:
Approved as to form and legal
Name:
Transportation Au fra1 Com
Attest:
SOUTH FLORIDA REGIONAL
TRANSPORTATION
AUTHORITY
Byt,44,
Director
CITY OF MIAMI, a Florida
municipal corporation
B • By:
Daniel J. Alfonso, City Manager
Approved as to le 'legal sufficiency: Approved as to insurance
requirements:
By:
Victoria M6ndez, City Attorney
550021
By:
Ann Marie Sharpe, Director
Risk Management Department
23
Contribution by Entity
Cash Flow Model
Contribution by Year ($)
Entity
Entity
2016
2017
2018
2019
2020.2030
Total
%
City of
SEOPW CRA
$0
$0
$17,528,000
$0
$0
$17,528,000
25%
Omni CRA
$1,500,000.
$1,500,000
$0
$0
$0
$3,000,000
4%
City of Miami
$2,750,000
$2,500,000
..: $ 1,67,Q00..:�
.
$0
$6,917,000
10%
Miami. Downtown Development Authority
$650,000
S300,000
-. $a17,00 i
$0
$1,267,000
2%
Bayfront Park Trust
$250,000
$0
$0
$0
$0
$250,000
0%
DRI
$172,820
$256,605
$750,575.
$0
$0
$1,180,000
2%
Miami Dade County
Miami -Dade County
$13,900,000
$0
$0
$0
$0
$13,900,000
20%
State of Florida
South Florida Regional Transportation Authority
$3,100,000
- :$75.0,000
.. _ $750;d00
$0
$0
$4,500,000
7%
Florida Department of Tra nsportaiton
$0
$24,298,000.
$0
$0
$0
$20,298,000.
29%
$22,322,820 $25,604,605 $21,012,575 $0 $0
$68,940,000
100%
TotalProiectCost
1 ;
$68,940,000
Needed Funding to be discussed with City of Miami,
SEOPW CRA andother entities.*
I
I
$
- !
0%
phis balance in funding would be paid by2018 and financed by either the City
of Miami or SEOPW CRA through one of two methods Bond issuance
fora ty Ip ai municipal financial instrument at a rate of at( to 4%.
I l 1 1
3172,520
2756605
. 2417575!
FDOTDiscretionary Fund Contribution of $3 million in 2018 Contingent upon confirmation from FDOTSecretary.
* Possible additional contribution sources: RI' SEOPW DM Transportation Fees, (ill Omni CRA; and (Si) SEOPW CRA.
DRAFT FOR DISCUSSION ONLY
2,417,575