HomeMy WebLinkAboutExhibit - AgreementINTERLOCAL AGENCY AGREEMENT
DY AND AMONG
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY,
CITY OF MIAMI, FLOR
AND
SOUTH FLORIDA REGIONAL T PORTAT UTHORITY
EFFECTIVE AS ,
City of Miami Agr:
DRAFT ,TUN13 29,, 2015
TABLE OF CONTENTS
Article: 1. Recitals and Findings
2, Purpose
3, Contributions
Tri-Rail Dulies
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
4.5 Indemnification 1ioit Cdnstiuclion Claims;
Bonding; Liens
4.6 Citizen Noti
4.7 Tri-Rail '1Age,e13arts ard Pqwprnent Maintenance
4,8 Tri-Railg,AStriger 'Train
4,9 Restn,
4.10 Tu-Rdjl Passenger Train Car Fituors
4.11 Tri-Raily,
4 12 Tri-Rail gritsless Code
4 ocomotive for Employment 8( ndards
4.1; LoQ1notLve Corictutot Breaks
4.15 Opomwn af Passe Tr in Cars
r
4.16 \`
.17
8 ini ti 4ion oi I ssng Railway Service
Tri-k trvice
NumbelKPassenger Train Cars in Service
t ail
Tri- talons
Handicapped and Disabled Passengers
425 ,aug-Free Zones
.26 leunentation of Accidents
27 Train Car Malfunction Notification Procedure
28 Tri-Rail Expansion
4.29 Passenger Train Car Advertisement
4.30 Emergency Medical and Safety Equipment
4.31 Signage
5, Non -Exclusive Use
6. Schedule and Manner of Reimbursements
7, Indemnification
8. Termination
9. Notice
10. Entire Agreement
11, Amendment
12. Tenn and Effective Date
DRAFT JUNE 29, 2015
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.,1
22, Discrimination
23. Hazardous Mater0
24. Public Record
25. Assumption?1
26. Joint Effeet.')6tr reem en t
27. Interpretation
28. Pa gp.ph Headin
A '
Exhibits/Attachments
Composite Exhibit A —
the CRA's CommW
Sketch/Legal Det
Project being fund'
increment special Ai
Portio4,
EN
Comp ,
RedevelO 4
Approval by
, adopt° c,
or Grant, as applie
Service
yelopmenIV, ea be
ion oftProject
the fut, by eithe
Lion b s ("Specia
City
ojeet
escnptions *Ale tora
9:
tJe Components within
d :OCRA Contribution and
vtions of Components of the
RA Cont or the CRA tax-
hligation Bonds) for the CRA Funded
ottp,unity Redevelopment Area
°mon kti , adopted , 2015
's
eet and
on
Xhibit C Bond of ])fiectois of Southeast Overtown Park West Community
t Agency 1&ution , adopted , 2015 and
i-Dade ity 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 authorization adopted , 2015
Exhibit E — Community Benefits Agreement between Tri-Rail and CRA
Exhibit F — The Premises
Exhibit G— Improvements Budget
Exhibit H — Schedule of Values
DRAFT JUNE 29, 2015
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 OVERTOWN/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/E/A "TRI-RAIL").
WITNESSET.f
WHEREAS, the City is a duly recognized rpi1 corporation of the
State of Florida pursuant to F.S. A. Chapter 16
WHEREAS, pursuant to RSA. S
the State of Florida; and
WHEREAS, the CRA is
Chapter 163, Part III; and 3
WHEREA molt is
parties by F.S.A.
411343,53, Tri-Rail i
litical agency of
pity redeye ent agency pursuant to F.S.A.
e ai'.ority granted to the
which pens local governmental units the abilities
require e � �t e. mo > * v their erbyenabling p
,.. sue, �., � Viers them to coo crate
er localities
facilitie
best with geo
development of loc
utual ak,, ?age and thereby to provide services and
;ins of governmental organization that will accord
, population, and other factors influencing the needs and
iities; and
WHEREAS the CRA has determined that it would be in the best interests of
Overtown residents, through an increase in 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
DRAF1' JIJNE 29, 2015
railway service capability to Downtown Miami and to the CRA's Community
Redevelopment Area from its current passenger railway service end location in Hialeah,
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, ns, and components of the
proposed extension of passenger railway seyf et ("Project") and those
components of the Project within the corpora "its of the land within the CRA's
qp
Community Redevelopnient Area and to Inded by the CRA Cotiution (as defined
herein) or the tax -increment revepe/special ob1 9nbas to be issue& p1e future by
the CRA. (collectively, the "Spe
ation Bo 1 or the CRA Funded Portions
of the Project") as set forth in th mcor led Composite Exhibit A
440 s,
(collectively, “C Nt A");
WHEREAS,
ado,
B), atk
City's obli
of the Project; a
prope ity Commission Resolution No,
ed beret eference made a part hereof as Exhibit
to this AGREEMENT in order to accomplish the
le, heretthder in connection with the CRA Funded Portions
WHEREAS, (a 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 '117. the CRA's Community
Redevelopment Area; and
WHEREAS, Tri-Rail has, by propi,
on (attached hereto
D), authorized its t9: or into this
Tri-Rail's obligations hereunder rII
Portions of the Projec
WHERE
any fun
4Ailg*
Comn
separate f
authorized by theft*
either t
less condi
•.„
tority of its
SeN
referencp made a i reof as Exhibit
adopted its
ENT in order *Accomplish
with th ecial Obligation Bond Funded
reeedent trdisbursement or payment of
plieable, under this Agreement that the
ail, the Miami -Dade County, the OMNI
d the Downtown Development Authority, and the
have CRA been allocated, bound, and committed, and
•
' ,?'y required legal authorization processes; and
WHEREAS, thetity, the CRA, and Tri-Rail intend (a) in order to comply with
Article VII, 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-Rall within the City's corporate limits and within the CRA's
DRAFT JUNE 29, 2015
acknowledged as true and correg
2. Purpose. The purpose
the residents of the Ovoxixm section
Redevelopment ,This ,,be clone'l.
dollars brought to thxtylstthe CR
travel norfi
vh€
present on South'
3, Contributz
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
��Rig premises and other good
and valuable consideration, the receipt anitt rc'' of which are hereby
acknowledged, the CITY, CRA and TR[-I 4 gree as folio
1. Recitals and Findings. The `t' oing recitals andr?tgs are hereby
rein by reference, fh
crease the general welfare of
,R" the CRA's Community
Increase in foreign tourism
Community Redevelopment Area, an
developYQ ortunities present within the Overtown
velopment Area, as well as the facilitation of easier
of Overtown, and by relieving some of the congestion
est roadways.
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 -Niue Dollars (517,528,049,00) ("CRA
Contribution") beginning in Fiscal Year 2018/2019, which shall be used to underwrite
DRAFT ,TUNE 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
Redevelopment Area.
The City shall issue such debt as necessar
within the CRA's Community
e CRA, beginning in Fiscal
Year 201.8/2019, be financially unable to is ;�'R.A bonds CRA shall snake such
s'rzr,N
annual grants payment to the City necessa p repay debt service and borrowing costs of
such City bonds. Similarly, any ' ".a
y,��tch City bonc�,���l�r �e issued an a ,Fbursement
basis for capital expenses related to ' o4,ect within City limits).
ohs � F?J CAhd�� 4�`y K
The CRA wills responsib or f 4 e CR `as ontribution regardless of
whether if the Q; s tax 4 Anent re4, ' increment financing "TIF"
increases and its re i ship `; the Cgancial ability to issue any future Special
Ob1i.L�w3
,Rail will use the monies provided by the CRA
Contribu Itm.unity Redevelopment Area to construct and
� F
maintain the LR Funded P bons of the Project Northbound and Suthbound light -rail
passenger transport ich 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, 2015
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 Accountin x F Ai les "GAAP" l p ( )and the
Governmental Accounting Standards Board ("GA„
„
that the Code of the City of Miami, as a
compliance, public records safe keeping, a
as a government contract under t g laws of the
414.3 Bank Accounts a Record In
auditors from the C
accounts. Tri-1
the Project until five
who,:
'RN
above sha::
CRA Funded 1 c
CRA Funded Portia l
htion.
,
1,;ee (3) above. The amounts stated in Paragraph (3)
ed.
ed ("City
,Rail understands and agrees
"• contains continuing
isclosure requiremex `
tda.
x this Agreement
ion. TridRail will permit
eet its bank records and
'pounts from the initiation of
*11 not contribute more funding than
ontrztion and the total funding made by the CRA for
ject, The CRA Contribution shall only be used to fund the
e Project within the CRA Redevelopment Area. this the
he railroad from the
Station to4ho p,.ep D
it Station.
4,5 Indemnification From Construction Claims; Bonding; Liens. Tri-Rail
and its agents, contractors, assigns, servants and representatives will not hold the CRA
DRAFT DUNE 29, 20I 5.
(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 eont4ts will post either letters of
credit or payment and performance bonds for the cost in a form specified by
Section 255.05, Fla. Stat. Tri- Rail will not ijny MechaMiiens or other statutory
or common law liens to attach to the Proje
4.6 Citizen Notificaf . Tri-Rail #nsible for time
citizens or residents affected bk ttion and ovements along the proposed
railroad line between tj,,TriRail (1$thor
sfer Statt ) Hialeah Station and the
”‘ A
Downtown Miaikiiion r the pai
Arts and Ipmciit Maintenance. Tri-Rail will be
,aVW',V A
, r'nt• < ,
-dining Vks and all materials, parts, or other
o ,
the operation of a railroad and the related Tri-Rail
,s.
ii) HialrStation and Downtown Miami station, in a safe "0
condition accot
plicable federal, state, and local regulations. Failure to
adhere to this requi c'Will result in a penalty for which Tri-Rail will be solely
responsible -for.
4.8 Tri-Rail Passenger 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 ear on the Tri-
DRAFT JUNB 29, 2015
Rail railways .between the Tri-Rail (Metrorail Transfer Station) Hialeah Station and
the proposed Downtown Miami 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) Iiy` Station and the proposed
rJy ' y
Downtown Miami Station, Tri-Rail shall ensure ssenger train cars are in safe
operating condition and in compliance with ederal, state ;1 i acal regulation. In the
event a passenger train car fails to mee :5� afe operating standa ccording to any
c:
federal, state, or local regulations, Tii-Rail sha r e t rs passenge k n car from
operation until Tri-Rail's engine, �or',,serviceLne air it, Tii-R:ail employees are
suggested to follow 1e�air guide' set"� t in t �
< .��a;. anufacturer's suggested
ie nl SS 1 s Y k� } M{ µ u*
maintenance g � a°yt�l�l, If ���, °������� � ksy Pure to decommission a
malfunctioning pass `;x traxrr it will re tin a penalty for which Tri-Rail is solely
resp
cars and
manner. Tri-I
i1 boa
_s.
will ensure that restrootns aboard passenger train
areas are maintained in a cleanly and hygienic
onsible for hiring janitorial staff to sustain a healthy and.
safe environment for iengers,
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 JUNE 29, 2015
4° 11 Tri-Rail 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 local
regulations,
r
4.12 I'ri-Rail Employee Dress Code, Tri-R ensure that its employees
are properly dressed and groomed. Tri-Rail empr
t wear nametags containing
only their first name or any other form of i t u{ cation whi
'�� are performing their
job. Tri-Rail employees must cater to revs;; gable requests and de from from passengers
to ensure their health and safety,
4.13 Loco aot�ye Corncl t�� lovrneo% lards. Tri-Rail will be
responsible for hiringnIOcomotive co etors. uctors' l t be licensed to operate a
passenger train G, ve with fe
be responsible for v����ing c�'ntials of t 0 employees to ensure they are accredited
drug testes
4.14
breaks according to
Qa1 regulations. Tri-Rail will
l regulations that pertain to locomotive
1 cars, Tri-.Rail will ensure that its conductors are
plicab aederal, state, or local regulation,
'ncluctor Breaks. Tri-Rail will permit conductors to take
d/or state mandated hours, Tri-Rail must ensure that
there are back-up conductors available so service to the Tri-Rail andits passengers is not
delayed.
4,15 Operation of Passe ger Train Cars. TN -Rail shall operate only
passenger railway cars within the CRA Community Redevelopment Area. Tri-Rail will
DRAFT JUNE 29, 2015
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 Storaue. Tri-Rail will be responsible for securing and storing
its passenger train cars in its own secure warehouse 'Vice stations, or dedicated
premises.
4.17 Fueling. Tri-Rail will sup*,
of its own service stations.
4.18 Initiation of Passenger ag,reeS itiate
passenger railway service fromail (i\'htt 411 Transfer Station) Hialeah
Station to the proposed,.powntown
Proceed.
4.19 Tri- Tri-Rai
clays of the Notice to
4Drovide passenger railway service from
Aleah Station to the Downtown Miarni
week and a maximum of seven (7) days per week.
cars for public use for no less than sixteen (16)
hours per day. e solely responsible for updating its schedule to reflect the
addition of the Down 'ami 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 JUNE 29, 2015
basis.
4,21 Tri-Rail Fares. Tri-Razz 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 Dom. Tri-Rail is responsible for keeping the railroad between the Tri-
Rail (Metrorail Transfer Station) Hialeah Station and the proposed Downtown Miami
station free of any debris that could cause any kind of b ieal failure, fire, or unsafe
condition.
4.23 Tri-Rail Stations. Tri-Rail is
(Metrorail Transfer Station) Hialeah
operable for daily passenger se
areas in a cleanly and sanitary
Tri-Rail will be responsible for hiri
employees, pas,
responsible for ensi
stati
ding a
bnsible for e'
ng its Tri-Rail
ton and Downtown Arai stations are
ti n�. ,.
ce use, TrY
e ,of debris'
to n
the
ecl ai?+sabled Passengers. Tri-Rail will ensure its
employee trained toy iov�de istance to any elderly or disabled passengers.
Assistance inel� but is limited to ensuring passengers board and disembark the
passenger train car $ t3 < 'd navigate a passenger train car safely.
4.25 Drug -Free Zones. Tri-Rai] 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,
iainta.in all ou(pr platform
can cause fire, injury or death,
n a safe environment for
kTo
engers, Tri-Rail will be
vial lighting during the evening within its
DRAFT' JUNK 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 occurs.
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 wit
the appropriate agencies or parties in charge of the
4.27 Train Car Malfunction Notif1 1 u Procedu1 < Notification of any
accident or malfunction to any service Ef gated with the Tri R ' ficluding but not
documented and reported to
limited to accidents, incidents, claints, sche�t�z�>��c�� `� fare xnachin �pternet fare
service, GPS operation, Notifica
as possible but not exceeding
one (1) hour for any rsonal injury x+ serio sz c erty e, and not later than the
i �f? �i:<s�4. �.
end. of the servi for {eident re s rnors �fieing issues. All notification
must be documented ` ;t r tin W;:dsubmitte , the proper authorities.
not have the power to expand the size
or tt pcations vithln` v City ii4 within the CRA's Community Redevelopment Area
of its rail: 6 � racl( witho � ie consonl and approval of the City, the CRA, or any of its
neighboring nu alities,r � pplicable for the particular locations.
4.29 Passer >; ain Car Advertisement, Tri-Lail will be allowed to place
temporary advertisements on the exterior and in the interior of the passenger train ears,
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 JUNK 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.
4,31 Signnge. Tri-Rail will ensure that signs for its stations and platforms are
properly maintained and visible to passengers during day 'and nighttime,
5. Non -Exclusive Use. Tri-Rail's
("Premises") as set forth in attached and i
City, the CRA, and their respective sue?
the right to use the Premises for 1 purposes aSt
statutes, laws, ordinances, codeS
and/or the CRA, as appieab1e, so
rights hereunder
shall not unreasona
fori
adj neighb orhod
VAIX,
"WN
reasonabIt1Mt efforts
of the City aal
manner permitted byl
kduring t
continue
ns and rtt
ated Exhi
ce s to the
s not exclusive. The
, agents, assigns an •antees shall have
„„kh•
`ed by federal, *e, and local
4 or as determined by the. City
interfere with Tri-Rail's
ajo.$11all use its best efforts, and
ations of the City's and the CRA's (1)
,a) stores and other retail services in the
fl-
Tri-Rail, the City, and the CRA shall use
'de .offigffe parking to the residents, passengers, and guests
wish to access Tri-Rail stations and platforms in any
$74-
reement
6. INTENTIONALLY LEFT BLANK
7. Indemnification, To the extent allowed by F.S,A. Section 768.28 and the laws
of the State of Florida, Tri-Rail shall indemnify and hold harmless the CRA, the City,
and their respective officers, employees, agents and instrumentalities from any and all
DRAFT JUNE 29, 2015
liability, losses or damages, including attorneys' fees andcosts of defense, which the
CRA, the City, or their respective officers, employees, agents, or instrumentalities may
incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or
nature arising out of, relating to or resulting from the performance of this Agreement by
Tri-Rail or its officers, employees, agents, servants, partners, principals, or
subcontractors, This indemnification by the Teri -Rails:" c5 apply to acts or omissions
.tl�ry4t
F
of the CRA, the City, or their respective officers , officials, agents, servants,
Wit ro�•a �t�
partners, principals, or subcontractors. T W [l shall pa .claims and losses in
connection therewith and shall investigatk defend all claims sr actions of any
o� taw..: ,+s�Y�3 �*., �;�•:
kind or nature in the respectir,names of the` sy `"c'the City, w ,applicable,
including appellate proceedings, pay all c judgments, and attorneys' Les
vt�<t
which may issue thereon Tri-Rail' r ®aessl and ,stands that any insurance
protection it pron sway 1i14 ,,to indemnify, keep and save
harmless and defen$iaCR�c City, any eir respeetive officers, employees, agents
Bement may be terminated by any party, upon the
•45ghi
grounds a I`3 fter the pr pures provided herein, Any
p� party may terminate this
Agreement for cause" shall mean any of the following actions: (i) a
substantial failure by "tail 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 JUNE 29, 2015
with any 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
as Federal. Express), or if by certified U.S. mail, with r 'eceipt requested, addressed
to the party for whom it is intended, at the place sp r the present, the parties 0
If to the CRA:.
Executive Director
819 NW 2" Ave, 3rd Floor
Miami, FL 33136
If to Tri-Rail;
South Florida Regig nsportationr
Administrative 0,
800 Northwest 3'
Pompano Beach, F
-'11Rat.
• if to ogb •
With Co
City Attorney, , of
444 S.W. 2" Avei
Miami, Florida 33
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. Su , _ s ertain Obli ations. This
Agreement shall become effective upon i I J al exeeutio t :;< y the duly authorized
representatives of the City, the CRA, and'' Rail ("Effective Dat ad shall continue
in force as long as the Tri-Rail .I lht rail trans
Agreement continue in operation
es referenced' `'t ughout this
inated in accordance with the
provisions contained herein. Tri-1will l�xl orized �torate its passenger train
nT
service in them ffor the t ty < abo lis term shall begin on
day of to w',W day of , 20 . Parties may extend this
Agr's� �li tY 1�ears�u�td written agreement between parties.
Reg gernent Tri Rail shall operate the passenger railroad
from they ` Rail (11'Iet
�`�1 =ail Tr:gk'fer Station) Hialeah Station to the proposed
Downtown Mi ri-Rail { Lion for a minimum of thirty (30) years from the date of
commencement of tliZ` ;:`tiger railroad line.
13. Contingency and Allowances, An agreed upon sum of Dollars
($ ) (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
DRAFT JUNB 29, 2015
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 item 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; correction of
defective Work; payment of deductible amounts for 1 ''ered by Builder's Risk in
5
accordance with Article 21; and any other cost aggrtl';;. ,the CRA Funded Portion of
,k,
the Project. Any costs to be applied against 11 =4 5 .tingency f 8:r g CRA Funded Portion
of the Project must first be approv
furnish documentation evideneiq
release of funds by the CRA. A
ed by t1i ,' in writing. Tri R '11 be required to
the expendite' S c a a to this Cont
in the Construction Cant ngeney for
of the Project s1
the amount of the Ct
letion o 'Project, any remaining monies
the CRA Funded Portion
Price shall be reduced in
:: aining monies, if any,
eys Tees. This Agreement shall be
cone ` in aecardarnc }t rth t �� ws of the State of Florida. Exclusive venue for any
T�yryY2Y t � Y��> 2
litigation V? , en the par ryshall Vain Miami -Dade County, Florida, Each party shall
bear its own A e 's fee
15. Severabfl'
"any teen 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 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.
DRAFT JUNE 29, 2015
1:6. 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 andkeep on file documentation of insurance of
if)rS N.v�.
any and all private contractors conducting work on th osed railway project. Tri-
Rail shall require the private operator to include �i Y4 ' _° a narned insured and shall
provide the CRA with a copy of the ins uraa licy purchaS`y any contractor prior
to this Agreement,
17. Costs, Expenses airnQ `Fees, Not
herein it is expressly understood
liable, or otherwise answerable to p
other monetary
contractors for their
and
reset
Tri-Rail's
immediate;' y otify the CI
'4f9F
by Trir
kto Trz
any other teff,
provision
at the CRA is not responsible,
pease, reimbursement, or
resentatives, employees or
ervices ui this Agreement. Tri-Rail shall pay any
ass8 sNients imposed upon the Premises as a
n the event Tri-Rail appeals a fee, Tri-Rail shall
;f its iiit`ttion to appeal said fee and shall furnish and keep
in effect a s o responsible and substantial surety company reasonably
acceptable to the C' ; ': ' ``an amount sufficient to pay one hundred percent of the
q�+;r
contested fee together with all interest, costs and expenses, including reasonable
attorneys' fees, expected to be incurred.
18, Representations and Warranties of Tri-Raiff.
a. Financially solvent. Tri-Rail warrants that it is financially solvent, is
DRAFT JUNE 29, 2015
able to pay all debts as they mature and is possessed of sufficient working capital to
eomplete 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 Tri-Rail.
wY? tiL ,�
c, Compliance with laws. Trr Ra lcnowledges that 'Fri -Rail's
strict compliance with all applicable fede r, state and la' aws, ordinances and
regulations is a condition of this Agreem d Tri-Rail shall co 'p ,.therewith as the
same presently exist and as they xiy be amend
19, Waiver. The failur lm x. party to
1 4�
affirmative action with respect to an
the terms of this, 11 not beas
or of any future v
governrn
perform this A
Agreement or any pc
and within the CRA's
Agreement to object or take
which is in violation of
lyr of the violation or breach,
tF�
or wror I conduct. Any waiver of any condition
horized representatives of all parties,
'a>
The CAA is relying on the public agency status,
fence, eputation and ability of Tri-Rail to adequately
sale, transfer, pledge,, conveyance or assignment, of this
of or of the light -rail system within the city limits of the City
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 this
DRAFT TUNE 29, 2015
Agreement without prior written approvals of the Miami City Commission and the
Board of Directors of the CRA,
21.Discrirnination, 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,
times, and in all respects, comply with all fe
ordinances and regulations, rules, rulings,
at fie cost and expense, at all
r'$e and local laws, statutes,
'es, orders, ° .jnistrative actions and
administrative orders ("Hazardous Matert> aws " ), including, w
Hazardous Material Laws relatingkto industria
use, storage, disposal or transpo
other hazardous, contaminated or p
without limitati;
Materials" or "To
• Hazardous Ma
or storage of, any la
applicable Hazardous
t limitation, any
w.,explosives, toxic substances or
apes or wastes, including,
ous Wastes", "Hazardous
.s eh laws, ordinances or regulations
ft shall, at its sole cost and expense,
triply with all conditions of any and all permits,
ental grid regulatory approvals relating to the presence of
under or about the Premises required for Tri-Rail's use,
s Materials in or about the Premises in conformity with. all
Materials Laws and prudent industry practices regarding
management of such Hazardous Materials, Upon termination or expiration of this
Agreement, Tiri-Rail shall, at its sole cost and expense, cause all Hazardous Materials,
including their storage devices, placed in or about the Premises by Tr. i-Rail or at Tri-
DRAFT JUNE 29, 2015.
Rail's direction, to be removed from the Premises and transported for use, storage or
disposal in accordance and compliance 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 JWed according to, and in
compliance with, all applicable governmental re,
ti. •
Section of the Agreement shall survive the eg lion or termlp of this. Agreement.
23. Public Records, Tri-Rail
including without limitation, to: (4) keep and
02'7
necessarily would be required b
service; (2) provide tl public wi
,(4q.
conditions as tin
F.S,A. Chapter 119,
are
aut
,d by law;
transfer, „cost, to the
possession upoitz,minatiot
he
exern
The requirements of this
.„ comply with F.S ection 119,0701,
"14
nd/or th,,e'
4.40
t all requirements for retaining public records and
records tI1jJinarily and
e as applica,ble, to perform this
ic res on the same terms and
Auld at the .cost provided by
law; (3) ensure that public records that
Osclosure are not disclosed except as
and,the City, as applicable, all public records in its
this. Agreement and destroy any duplicate public records
that are exempt dcntia1 and exempt from disclosure requirements. All
electronically stored public 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 JU1112 29, 2015
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,'
damaged, including, without limitation, fire, floct
vandalism or theft which may leak or flow
1, destroyed, or in any way
A:lectricity, gas, water,. ram,
4•Y.
into any p the Premises, or from
the breakage, leakage, obstruction or 0j defects of the pipe
appliances, plumbing, air condi/ioning or Iig
ov%
hurricane or any act of God negligefi f any user of the facilities or
occupants of the PretrOes or any
,$st
limitation of liabilit
inklers, wires,
Fes of the Pre%) s, or from
1.*
yer 3er such damage or injury
lher sources. The foregoing
ury, loss, or damage is the result of gross
et on th 4fiCRA arid/or the City, as applicable .
kment, Nothing contained in this Agreement shall
eate a
make either jot he other for any obligation arising out of the activities and
services contemplate his Agreement. Tri-RaiPs relationships with the CRA and the
entnership orjoint venture between the patties or to
City, as applicable, in the performance of this Agreement is that of an independent
contractor. All persons performing serviees which, are to be performed by Tri-Rail under
this Agreement shall at all times be under Tri-RaiPs exclusive direction and control and
shall be employees or agents of Tri-Rail and not employees or representatives of the
DRAFT NNE 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
the assumption that the terms hereof shall be more stiictt�Itrued against one party by
reason of the rule of construction that an instruig3it be construed more strictly
against the party which itself or through its a prepared s 't being agreed that the
agents of both parties have equally partic in the preparation oi%greement.
27. Paragraph 1cadn, Title and 'eadings are solely for
reference and are not a part of thi
NOTE: THE TERM TRI-RAIL WILL
W,
4
•
Attest: SOUTH FLORIDA REGIONAL
TRANSPORTATION
AUTHORITY
WOE TIME OF EXECUTION
Tri-Rail have set their hands the
By:
Name:
Title:
Approved as to form and legal sufficiency:
Name:
Title:
DRAFT JUNt 29, 2015
By:
Name:
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 tM
Approved as to form and legal suffkitne
requirements:
By:
Victoria M
DRAFT JUNK 29, 2015
SOUTH EAST OVERTOWN
PARKWEST COMMUNITY
REDEVELOPMENT AGENCY
By:
Name:
Title:
Approyed as to insurance
le Sharpe, Director,
sk M ement Department
City of Miami, ettrida
,
mun'qal corporarf
tl J. Alfonso, City 1\lanager
as to insurance
rie Sharpe, Director,
'sk tnagement Deparbment=