HomeMy WebLinkAboutExhibit - Agreement V2INTERLOCAL AGENCY AG MENT
BY AND BETWE
THE. CITY OF MIAM ' IDA
AND
SOUTH FLORIDA REGIONAL T SPORT
EFFECTIVE
N AUTHORITY
TABLE OF CONTENTS
Article: 1. Recitals and Findings
2, Purpose
3, Contributions
4, SFRTA Duties
4,1
4,2
4.3 Bank Accounts and Baid Record Inspection
4,4 Funding Conditions, - undmg Limitations
4.5 Encicniniiication lioiiConstruction Claims;
Bonding; Lie,
4:.
4.6 SFRTA Ta1sParts at ' , uipment Maintenance
4.7 SFRT ' Anger Train q414.1,
4,8 IV1ininirn Standciid of Operations
,i, ' 'OT=:•
4,9 Min 'Thn Service Levels
4.10 SFRTAS1'R1Athptnsion "
5, Sel dule and MiofRilhursements
6. In 0.111sation
7, Teriel -
8, - Notiab
Entire 'Aeemeni
,...,
mend tiP
., A
kv
Arm and bjtetive Date lyal of Certain Obligations
Mverning L4,4rnd Venue; ATtorney's Fees
'7erability
Permits, Inspections, Reviews, and Approvals
Accounting and Public Records
,tosts, an,Fees
resentatr ,'1nd Warranties of SFRTA
;kyinancially Solvent
14uthorization
edmpliance with laws
aiver
ssignments and Sales
iscrimination
WIiiU Hazardous Materials
Assumption of Risk
22, No Partnership or Joint Venture
23, Interpretation
24, Paragraph Headings
2
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/Compon.ent locations of Components of the Project being funded by the
City,
Exhibit B — City Commission Resolution No. , adopted , 2015
Exhibit C SFRTA Governing Board minutes containidTEdoption of Agreement
, 2015
Exhibit D Improvements Budget
Exhibit E — Contribution Spreadsheet
Exhibit F Insurance Requirern
3
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 "City,"
and the SOUTH FLORIDA REGIONAL TRA TATION AUTHORITY,
pursuant to Section 343,53, Florida Statutes, an cy ed by the State of Florida
(doing business as and hereinafter referred('SFRTA"),
WITNL`g$�TH
WHEREAS the City is a' l i ecognized al corporation of t
State of Florida; and
WHEREASittfat.to Sectid
to carry out pow ` i
abilities required
cooperate with other 1
SFRTA has the ability
ansporta. authority a provide by state law; and
t to it N .t. tutory authority, operates a passenger
`Tri-Rail' ; and
entered into upon the authority granted to the
rida Statutes which permits local governmental units the
most efficient use of their powers by enabling them to
ities on a basis of mutual advantage and thereby to provide
services and facilities in a manner and pursuant to forms of governmental organization
that will accord best with geographic, economic, population, and other factors influencing
the needs and development of local communities; and
WHEREAS the City has determined that it would be in its best interest to
4
facilitate travel between the City and other urban centers across South Florida for the
benefit of its City residents and visitors by supporting SFRTA's extension of its
passenger commuter rail service to the Tri-Rail Downtown Miami Link Project
(hereinafter, the "Downtown Miami Link Project" or the "Project"); and
WHEREAS, in order to implement the Tri-Rail Downtown Miami Link Project,
the City and SFRTA wish to facilitate the design struction and financing of
additional platform improvements to the All Abo � 5 ("AAF") proposed Miami
Central Station in order to accommodate theNDowntownami Link Project. The
additional improvements, which are located tirely within the City its, shall consist
of: (i) a sixty two thousand (62,09 square foot oi; , `d associated tralage for Tri-
Rail commuter trains; (ii) a mez di' el consistii g 4 columns and related structures
which support the Tri- ail platforn n d a s ' gd trae and (iii) related Miami
Central Station grits in ' ing, but )i d to t 5`x ons of elevators, escalators,
support spaces, andsylage ai, all as m ;particularly described in Exhibit "A" (the
"Prof.
stimated that the required design, construction and
`bvements for the Downtown Miami Link Project will cost
an estimated Flit ,'lliontr Hundred Thousand and No/100 Dollars ($50,400,000,00)
(the "Estimated Cost"
WHEREAS, the City has, by proper City Commission Resolution No.
adopted on , 2015 (attached hereto and by reference made a part hereof as Exhibit
"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
5
WHEREAS, SFRTA has, by proper authority of its Governing Board adopted
this Agreement on (minutes are attached hereto and by reference made a part
hereof as Exhibit "C"); 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 e::ii (collectively, the "State"),
Miami -Dade County through itself and its various ci ' : d entities (collectively, the
"County"), the Bayfront Park Management the Downtown* , velopment Authority
("DDA"), the Omni Community Redeye i h ent Agency (OmniRA ), and the
Southeast Overtown Park West ` o munity Re �� < ent Agency ("SL. PW CRA")
have been memorialized in an agr err e t approved and cuted in accordance with each
agency or entities leg41y .equired au
SFRTA is (a) in of c` to comply with Article VII,
lorida ("Constitution"), that the City's
ents sha a}sed solely for the design and construction
of ther\��
ooject Inapro f ents aexcluding legal, lobbying, and operation and
maintenance= is ("Eligibl Aosts"); and (b) that should the City determine to reimburse
itself for such fund% o roject Improvements, then the City Commission shall by
separate resolution deci i such intent to reimburse through a future borrowing from tax-
exempt bonds; and
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City and SFRTA 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.
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, ReimbuS of Project Costs, The City
agrees to provide SFRTA with funds in an it not to exe. fir total of Eight Million
Ninety -Seven Thousand Thirty and'9/100 Dollars
Contribution") for eligible costs
8, r 030.00) ("City
s outlined he 4 8 for the desI U onstruction
and financing of the Project t. . ents. City shall disburse the City
Contribution to SFRTA in the rnaniie et tort t is Se and Section 6. The City
shall incur no li l� ty fora ,costs in 6% ss � ie 7; ontribution unless there has
been a duly author r ncrea 'approved ie City Commission, In the event the
actual bPzoaec£ u rove han the Estimated Cost, then the City
sha 1 l"oentitled to shag suc�o savings in an amount equivalent to its proportionate
contrrbutrot the Estirnati ost or th Project Improvements. Repayment of any funds
due and owing 'owe City f uch cost savings shall be off -set against the amount of any
portion of the City Crlj tion owed by the City,
The City will contribute revenues in the total amount of the City Contribution to
SFRTA over a term of three (3) years which will be used to underwrite the Eligible
Costs. No advance payments, future advances, or further funding from the City
Contribution will be made, The City Contribution shall be made in the following
7
installments during the specified City fiscal years: (1) Three Million 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/J llars ($256,605,00) in DRI
Supplemental Transportation Fees in Fiscal Year and (iii) One Million Four
Hundred and Seventeen Thousand andA 'MOO Dollar „$1,417,000,00) from
Transportation Tax proceeds and Seven ITU red Fifty Thousand F14/ undred Seventy-
ental TranspO.Aon Fees in
Five and No/100 Dollars ($750,525.00) from D;
Fiscal Year 2017-2018. To the 64"
years shall be paid from,any remainh: Oega l!T
support the debt6nylce f City's S
ribution in any of the three (3)
Table r6:40 ties previously pledged to
ends Series 2007 and Series
2009 (Street and Sidlk Ir vement PrO,m) (collectively, the "Street Bonds"), the
be4,
Stre0 <onds and su6, '
bordina,
litifeity, to such debt service payments for the
bution shall only be payable each year from those
legally a attable remainintAT venueS4fter all debt service has been paid in full on the
Street Bonds, 'el reimbt.' ent payments paid from pledged revenues shall not be
4j
paid to SFRTA unti e July 1st Street Bonds debt service payments in each of the
aforementioned fiscal years for which installment payments are being made pursuant to
this Agreement. The City Contribution shall only be utilized to underwrite Eligible Costs
for the Project Improvements, This is an express condition of the City Contribution, and
its violation shall be just cause for immediate termination of this Agreement and
8
discontinuance of City funding, Any portion of the City Contribution not reimbursed
during the above listed fiscal year shall be carried forward by the City and made
available to SFRTA for reimbursement in future fiscal years consistent with the terms set
forth in this section,
4, SFRTA Duties, SFRTA will use the monies provided by the City to design
and construct Project Improvements pursuant to CiJ
Resolution R-15-0156, adopted , 2015,
4,1 Permits Ins )ections
Miami City Commission
SFRTA intends
to procure the design and constrv, en of the Project Irn
source by entering into a contract with
the Project Improvements
permitting and NtIstructing fit
part, SF
.„,•
necessary p"
,•-N, „,
, .,- ,eva0- &S,Ociai
-,-'
rpiovementsti
ire that
ublic age,
oews and A
Rea
ted
„.,
Acc ,nutina antublic Records. SFRTA will be responsible for
,ments as a sole
ner of the p on which
le entity that will be designing,
;pject Improvements are a
eIiiibjSFRTA obtains any and all
approvals, inspections, reviews, and
.,,,and the construction of the .Project
sepaiatetecountins
General Mob.
or monies received from the City in accordance with the
'Accounting Principles ("GAAP") and the Governmental
Accounting Standards Board ("GASB"), SFRTA understands and agrees that it
shall comply with all applicable requirements in Chapter 119, Florida Statutes
also referred to as the "Florida Public Records Law,"
4,3 Bank Accounts and Bank Record Inspection. SFRTA will
9
permit auditors from the City to inspect its bank records and accounts containing
the City Contribution, SFRTA will allow access to these records and accounts
from the initiation of the Downtown Miarni Link Project until five (5) years after
the Project Improvements are completed,
4,4 Funding Conditions; Funding Limitation, The Parties also
agree that this Agreement shall be conditioned n" approval of all applicable
agreements for the Project Improvements i i' (i the sole source agreement
between AAF and SFRTA for the Pioj� lmprovemeert ,ii) the loan agreement
between an AAF affiliate or other arty lender and SFRk chfor a loan for the
cost of some of the Pro eoct Improve n�a , ( i) the agreement tvueen AAF,
FECR, FDOT and SFR 1 A. `o t roj ect pvements and the operations and
maintenance on the FECR o dor, (iv) separate agreement with FECR (if
necessary,
other funding
the,'.
(the tenstruetion" does not include the preparation of construction
documents or fit" ng of the same for the Project Improvements) 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.
,pd (v) all other funding with
e Project Improvements, less the amount
such Project Improvements, A listing
s and amounts is attached hereto as Exhibit "E". In
hysical construction of the Project Improvements
10
4.5 Indemnification From Construction Claims; Bonding; Liens,
SFRTA and its agents, contractors, assigns, servants and representatives will not
hold the City or any of the City's 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 are related to or arse or are connected with any
work, materials, equipment, supplies or semu ° i occur during construction of
fiW
the Downtown Miami Link Project vements. � TA agrees that it shall
comply with the requirements of on 255.05, Floridatitgs. SFRTA will
not allow any Mechanics lens or other u os common law lie ` Ito attach to
the Downtown Miami L% et Improv ants which are publicly owned,
Further, SFRT shall use d` eat, go aith s to seek the removal or
release a M' s Liens t�`stat� r common law liens which
may have been o non -pubs ly owned Project Improvements that may
wn Miami Linlc service to the Miami
entral Statio
4.6 SFRi1A Tracarts and Equipment Maintenance, SFRTA,
its agenfsecontrac ' '`ill be responsible for maintaining railroad tracks and all
materials, pal c her equipment used in conjunction with the development of
the proposed Miami Central Station. The City will not be responsible for any
failure to adhere to any applicable federal, state, or local law, code or regulation
as it pertains to the track, parts and equipment used in operating the Tri-Rail
Downtown Miami Link service,
11
4.7 SFRTA Passenger Train Cars, The City is not responsible for
funding SFRTA operations or maintenance of SFRTA's facilities or passenger
train cars operating as part of the Downtown Miami Link service.
4,8 Minimum Standard of Operations. SFRTA will operate and
maintain the Tri-Rail passenger commuter rail service in compliance with the
applicable Federal Regulatory Administration regulations set forth in
Title 49, Subtitle B, Code of Federal Re CFR"), as well as all other
applicable federal, state, and local 14 the same rn be amended from time
to time.
4 -
4.9 MinimumServiee LI
"4.
Agreement, SFRTA shall th,tatt.,, t less th
to the Miami C ntral Station
9,750 pacf leers ON
oughout the kAltn of this
twenty-six (26) weekday trains
er capacity of not less than
(16A-lekend/holiday trains into the
Miami Centralk.4ation 11. a cumulatco passenger capacity of not less than 6,000
day/h
during the term of the Agreement shall be approved
b;:p City CorissioifIiien presented with information by SFRTA
t"‘ un Service Lever). Reductions to
evidenctn 'ridership demand for the Tri-Rail Downtown Miami Link
service of grin ten percent (10%) over any five (5) year period; or (ii)
reduction
in annual operating support greater than ten percent (10%) over the
prior year's budget from public funding sources which necessitate service
reductions, The Minimum Service Level will be restored when the funding is
restored,
12
5. Schedule and Manner of Reimbursements, Upon execution of the
Agreement, SFRTA shall furnish the City with a copy of the estimated budget for the
Project Improvements ("Project Improvements Budget") for the Eligible Costs attached
and incorporated as Exhibit "E", and, thereafter, shall similarly furnish the City with any
and all revisions thereto, SFRTA shall also furnish tp `l e City a schedule of values
("Schedule of Values"), identifying quarterly desi t c t struction milestones and the
anticipated construction expenditures payout( dule for suc lestones for the Project
Improvements not later than 30 days of si TA's receipt of the `66 e and any future
amendments thereto. Quarte y disbursem of 1 h City Contributio` :for Project
Improvements for Eligible Cost"ha:"' based up��`o `' be .invoices provided by SFRTA
accompanied by copies of paid AAr ent Request"). A proper
invoice as defin% Scetii 8,72(8), Statut s list be submitted before each
payment request t e (ty Manager his/her authorized designee. Each
Reiff b also in e a eoppy of all payments made to contracted
firm scuxing the rexm� e eat', d.
Red rsement Rests shall commence on or after the 1st day of October,
2015, For the "sg5-2016�1 year ending on the 30th day of September, 2016, total
quarterly disbursem j bye the City of the City Contribution shall not exceed the
following rchnbursements: Three Million One Hundred Twenty -Seven Thousand Eight
Hundred and Fifty Dollars ($3,127,850,00), For the 2016-2017 fiscal year, which fiscal
year shall commence on the 1st day of October, 2016, and end on the 30th day of
September, 2017, total quarterly disbursements by the City of the City Contribution shall
13
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 1s`
day of October, 2017, and end on the 30th day of September, 2018, total quarterly
disbursements by the City of the City Contribution shall not exceed Two Million One
Hundred Sixty -Seven Thousand Five Hundred Seventy Five and No/100 Dollars ($2,
167,575,00), Any City Contribution not disbursed duri .}e above fiscal years shall be
carried forward by the City, for a total carry forw4l to exceed two (2) years, for
reimbursement in future fiscal years co ;it with the- .ms set forth herein,
Notwithstanding the foregoing, the amou `F,the City Contribntio t.forth in Section
3.1 above will not be increased,
6. Indemnification, xtent alloyd by Section 768.28, Florida
�56 F
Statutes and the law, a. t State of Aida, SI4,
4 shall emnify, defend, and hold
harmless, at itssa .e cost an.xpense, , its f ers, employees, agents and
f
instru mentalities from ,;� air � bilities, . es or damages, including attorneys' fees
ancc sfs of 5 cfrzse the ,oi its officers, employees, agents, or
inst ult of claims, demands, suits, causes of actions or
proceedingsnature arising out of, relating to or resulting from the
performance of great by SFRTA or its officers, employees, officials, agents,
servants, partners, prals or contractors. In no event shall the City be liable or
responsible for any and all contractual, injury, loss, destruction, or damage claims to the
Project Improvements funded, in part, by the City Contribution, nor shall the City be
liable for any and all contractual or injury, loss, destruction or damage claims resulting
from the operation of Tri-Rail Downtown Miami Link service at Miami Central Station.
14
This indemnification by SFRTA shall not apply to negligent acts or omissions of the
City, its officers, employees, or officials, SFRTA shall pay all claims and losses in
connection therewith and shall investigate and defend all claims, suits or actions of any
kind or nature in the name of the City, where applicable, including appellate proceedings,
and shall pay all costs, judgments, and attorneys' fees which may issue thereon, SFRTA
expressly agrees and understands that any insurance pro it provides shall in no way
limit the responsibility to indemnify, keep and s
ss and defend the City, its
officers, employees, agents and instrumental 's herein proV.
7, Termination. This Agree'?j t may be terminated 1sther party, upon
the grounds and after the prose, ures provided t it ter party ma fbrminate the
Agreement for cause and. upon 1 of writie once to the other party, "For
cause" shall mean any of the folio ing aetio ';( a slibss ial failure by SFRTA to
perform the deleted' duti accorda�e.,nent over a period of more
than one (1) year ait ure of eiil ;tparty 'to comply with a material term,
cond4 Al.n.z lima onq ors tkI t< on Ipplicable to its performance or duties
pro for in thierne f, Mowing written notice of default by the other party
which is `4 cured within ``. ety (9clays of receipt of such notice; or iii failure to
comply with a federal, state, or local law, ordinance, rule, regulation or
code governing the p ' ante of this Agreement for which a cure is not commenced
within one hundred and eighty (180) days of receipt of such notice. The aforementioned
cure periods shall be adjusted or tolled for a reasonable period of time not to exceed thirty
(30) days from the end/conclusion of a Force Majeure Event, A "Force Majeure Event"
shall mean any event or condition beyond the control of SFRTA or the City, as
15
applicable, including, without limitation, strikes, labor disputes, acts of God (expressly
including, but not limited to, tropical storms, hurricanes, and earthquakes), the elements,
governmental restrictions, regulations or controls, enemy action, acts of terrorism, wars,
riots, major upheaval, civil commotion, fire, casualty, or accidents, which cause delay,
In the event of termination by the City, the City shall reimburse SFRTA for such portion
of the City Contribution equivalent to the Eligible Cost $ -red by SFRTA prior to the
date of termination.
8. Notice. Any notices to be give.'ereunder shati z;.n writing and shall be
deemed ,to have been given if sent by h' :.delivery or recognize y vernight courier
p�
(such as Federal Express), or if, by certified i e with return re ait requested,
addressed to the party for whom ed, at the
parties designate the following as therespecty
If to the City:
City Manager
3500 Pax Arse icon Di'iu
City
MizaFL 33133.
With
City of Miaj
City Attorney
Miami Riverside'
444 S.W. 2" Aven
Miami, FL 33130
If to SFRTA:
4
South Florida Regional Transportation Authority/Tri-Rail
Administrative Offices
800 Northwest 33rd Street
Pompano Beach, FL 33064
Attention: Executive Director
16
specified, For the present, the
purposes:
With a copy to:
South Florida Regional Transportation Authority/Tri-Rail
Administrative Offices
800 Northwest 33rd Street
Pompano Beach, FL 33064
Attention: General Counsel
9, Entire Agreement. This document incorporates and includes all prior
negotiations, correspondence, conversations, agreemennderstandings applicable to
the matters contained herein, and the parties ,,
agreements or understandings concerning tl
;here are no eommitments,
bject matter is Agreement that are
not contained in this document, Accord , it is agreed that n viation from the
terms hereof shall be predicate on any pal"al?ae tions or agre Opts whether
oral or written,
10. Amendment This AI' � emen�t iaykbe amp Cl or modified only by a
written a reeme r;tied by4 duly autzi epres ,yes of the City and SFRTA,
11,
urvival of Certain Obligations, This
hal execution by the duly authorized
reprok atives of the y and RTA ("Effective Date") and shall continue in force
thirty (30-
Downtown Mia`
12. Governzaw and Venue; Attorneys Fees, This Agreement shall be
to of diamencement of revenue service of the Tri-Rail
construed in accordance with the laws of the State of Florida. Exclusive venue for any
litigation or other proceedings between the parties shall be in Miami -Dade County,
Florida, Each party shall bear its own attorney's fees.
13, Severability, If any term or provision of this Agreement or the
17
application of either shall to any extent be determined to be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to
circumstances other than those with respect to which it is invalid or unenforceable, shall
not be affected, and the remainder of this Agreement shall be enforced to the extent
permitted by law,
14. Insurance, The parties hereto acknd ge that SFRTA is a
governmental entity subject to the limitations o
shall comply accordingly. A description o
attached hereto as Exhibit "F". SFRTA,
68.28, Florida Statutes and
TA's liab
insurance coverage is
_ugh its design/build c
the Project Improvements, shall e uire the staff c iltice coverage
t with AAF for
,giured by its
design/build contracts for such . '" :>ad shall p 6 e the City with such copies of
insurance documentati
herein it is express
liabl
other
and Fee
dersto ®ajand agree
nswe
onetary -comp Sltiori
any other term or provision
SFRTA that the City is not responsible,
arge, cost, expense, reimbursement, or
FRTA, its agents, representatives, employees or
contractoi°'®• their work their seces under this Agreement, The City will not be
responsible forng any positions, levies, charges, fees, or assessments imposed
upon the Project I'® ®rents as a result of SFRTA's design, construction, or
operations.
16, Representations and Warranties of SFRTA,
a. Financially solvent. SFRTA warrants that it is financially solvent.
b, Authorization. SFRTA has taken all action necessary for the approval and
18
execution of this Agreement and has been duly authorized to commit SFRTA to all
terms and conditions of this Agreement which shall constitute the valid, binding, and
enforceable obligations of' SFRTA.
c. Compliance with laws. The Parties hereby acknowledge that they shall
comply with all applicable federal, state and local laws, ordinances and regulations in
performing their respective duties, responsibilities < ` ligations pursuant to this
Agreement and with all applicable laws relating toet Improvements as the same
presently exist and as they may be amended hfter.
17. 'Waiver. The failure of ei >' {arty to this Agreen t o object or take
affirmative action with respect t any conduct o g` party which is violation of
the terms of this Agreement shah"c1 strued as i fiver of the violation or breach,
or of any future violaion, breach rong�� r f Lrct. ,waiver of any condition
hereunder must li i1 wrtti and stgi e; b l fhe au ed representatives of both
parties.
i ying on the public agency status,
govental structiihxperi reputation and ability of SFRTA, to adequately
perform tt�greementz RTA ma execute and deliver to an AAF affiliate or third-
party lender sues assignmen of any and all rights in favor of SFRTA and such City
Contribution due to B. A under this Agreement while this Agreement remains in force
and effect. Such assignment or assignments shall require the prior written concurrence of
the City Commission, which concurrence shall not be unreasonably withheld and the
response by the City provided within ninety (90) days of the receipt of any such written
request(s) From SFRTA.
19
19, Discrimination, STRTA 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.
20, No Partnership or Joint Venture. Nothing contained in this Agreement
shall constitute or be construed to create a partnership or joint venture between the parties
or to male either jointly liable with the other for a
igati.on arising out of the
activities and services contemplated by this Agreei�t ' RTA's relationship with the
City in the performance of this Agreement
that of an in. ',endent contractor, All
persons performing services which arts be performed by TA under this
Agreement shall at all times be ender SFRTA irection and c
be employees or agents of SFRT emto ees e resentatives of the City,
21, Third Party Beneficiaries,
• Agreement, intet*
1 and shall
e no t%party beneficiaries to this
22, Inter` ,etation.$' phis Agree t is the result of negotiations between the
partiha ;rtyped ecl b art `r the convenience of all parties hereto,
Shoitcl t re provisions hisement require judicial or arbitral interpretation, it is
agreed thjudicial or a( rai bodnterpreting or construing the same shall not apply
the assumption l the terns ereof shall be more strictly construed against one party by
reason of the rule o
-action that an instrument is to be construed more strictly
against the party which itself or through its agents prepared same, it being agreed that the
agents of both parties have equally participated in the preparation of this Agreement.
23. Paragraph Headings, Title and paragraph headings are made solely for
reference and are not a part of this Agreement,
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
20
21.
IN WITNESS WHEREOF, the CITY and SFRTA have set their hands the day
and year above written,
Attest:
By:
Name:
Title:
Approved as to form and legal sufficiency:
Name:
SFRTA General Counsel
SOUTH FLORIDA REGIONAL
TRANSPORTATION
AUTI-10,RITY
*
Attest: t4 X MIAMI, a Florida
municipal corporation
Daniel J. Alfonso, City Manager
Approved a Ale al form aliAegal sufficiency: Approved as to insurance
requirements:
By: By:
Victoria Mendez, City Attorney
#548317_4
22
Ann Marie Sharpe, Director
Risk Management Department
Contribution by Entity
Cash Flow Model
Contribution by Year ($)
Entity
Entity
2016
2017
2018
2019
2020 - 2030
Total
%
City of Miami
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%
j
City of Miami
3,000,000
2,500,000
1,417,000
0
$6,917,000
10%
Miami Downtown DevetopmentAuthority
650,000
300,000
317,000
0
$1,267,000
2%
Bayfront Park Trust
250,000
0
0
0
0
$250,000
0%
DR(
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
750,000
750,000
0
0
$4,600,000
7%
Florida Department of Transportaiton
0
20,298,000
0
0
0
$20,298,000
29%
$22,572,820 $25,604,605 $20,762,575 $0 $0 $68,940,000 100%
Total Project Cost i
$68,940,000
Needed Funding to be discussed with City of
Miami, SEOPW CRA and other entities.*
*This balance in funding would be paid by 2018 and financed by either the City of Miami or SEOPW CRA through one of two methods Bond issuance
c
or a typical municipal financial instrument at a rate of 3% to 4%. 1
f i 1
0%
342262a
27566051 21675751 2,167,575
* FOOT Discretionary Fund Contribution of $3 million in 2018 contingent upon confirmation from FOOT Secretary.
* Possible additional contribution sources: (i) SEOPW DRI Transportation Fees; (Hi Omni CRA; and Oil) SEOPW CRA.
DRAFT FOR DISCUSSION ONLY