HomeMy WebLinkAboutExhibitFIRST AMENDMENT
TO THE
INTERLOCAL AGENCY AGREEMENT
BY AND BETWEEN
THE CITY OF MIAMI, FLORIDA
AND
SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY
EFFECTIVE AS OF , 2016
City of Miami Agreement No.
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FIRST AMENDMENT
TO THE
INTERLOCAL AGENCY AGREEMENT
THIS FIRST AMENDMENT TO THE INTERLOCAL AGENCY
AGREEMENT ("FIRST AMENDMENT") made and entered into this clay of
, 2016, by and between the CITY OF MIAMI, FLORIDA, a
municipal corporation of the STATE OF FLORIDA, hereinafter referred to as the
"City," and the SOUTH FLORIDA REGIONAL TRANSPORTATION
AUTHORITY, pursuant to Section 343.53, Florida Statutes, an agency created by the
State of Florida (doing business as and hereinafter referred to as "SFRTA"),
WITNESSETH
WHEREAS, the parties have entered into the Interlocal Agency Agreement by and
between the City of Miami, Florida, and South Florida Regional Transportation Authority dated
(the "Agreement") relating to funding for the Tri-Rail Downtown Miami Link; and
WHEREAS, due to the Florida Department of Transportation's decision not to participate
in the Tri-Rail Downtown Miami Link at this time, SFRTA has agreed to assume the role of
FDOT contemplated by the Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby acicxiowledged,
the City and SFRTA agree as follows:
1. Recitals anct Findings. The foregoing recitals and findings are hereby
acknowledged as true and correct, and are incorporated herein by reference.
2. Amendment. Sections 4.4 5 and 14 of the Agreement are hereby amended to
read as follows:
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4.4 Funding Conditions; Funding Limitation, The Parties also
agree that this Agreement inclusive of Cit d' bu semen's,sha11 be conditioned
upon approval of all applicable agreements for the Project Irnproverents
including: (i) the sole source agreement between AAF and SFRTA for the
Project Improvements; (ii) the loan agreement between an AAF affiliate or other
third -party lender and SFRTA for a loan for the cost of some of the Project
Improvements; (iii) the agreement between AAF, FECR, FT3OT1 and SFRTA for
the Project Improvements and the operations and maintenance on the FECR
corridor; (iv) a separate agreement with FECR (if necessary) for the rail
infrastructure improvements; and (v) all other funding with other funding partners
and SFRTA for the Project Improvements, less the amount of any SFRTA
contributions to the cost of such Project Improvements. A listing of anticipated
funding sources and amounts is attached hereto as Revised Exhibit "E", In the
event AAF fails to initiate physical construction of the Project Improvements (the
term "physical construction" does not include the preparation of construction
documents or permitting 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,
' Underlined words are additions
&ruck through words are deletions
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5, Schedule and Manner of Reimbursements. Upon the 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 to the City a schedule of values ("Schedule of Values"), identifying
„'monthly design and construction milestones and the anticipated
construction expenditures payout schedule for such milestones for the Project
Improvements not later than 30 days of SFRTA's receipt of the sane and future
amendments thereto. Qiaarte ly Monthly disbursement of the City Contribution
for Project Improvements for Eligible Costs shall be based upon monthly invoices
provided by SFRTA accompanied by copies of paid AAF invoices (the
"Reiinbursernent Request") and shall be paid by the Cit aursuant to the
timekanaes-dates for payment contained within the "Local Government Prompt
Payment Act" Cha ter 218, Part VII, Florida :Statutes). AAF invoices shall have
sufficient information to be reviewed as proper invoices. A proper invoice as
defined by Section 218.72{8), Florida Statutes, must be submitted before each
payment request to the City Manager or his/her authorized designee, Each
Reimbursement Request shall also include a copy of all payments made to
contracted firms during the reimbursement period,
Reimbursement Requests 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 q iarterly monthly disbursements by the City of the City
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Contribution shall not exceed the following reimbursements: Three Million Oiie
Hundred Seventy -Two Thousand Eight Hundred and Fifty and No/100 Dollars
($3,172,850.00). 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 monthly disbursements by the City of the City Contribution
shall not exceed Two Million Seven Hundred Fifty -Six Thousand Six Hundred
Five and No/100 Dollars ($2,756,605.00), For the 2017-2018 fiscal year, which
shall commence on the 1st day of October 2017, and end on the 30tt1 day of
September 2018 fiscal year, total vat:teri-y monthly disbursement 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 during the above fiscal years shall be carried
forward by the City, for a total carry -forward of not -to -exceed two (2) years, for
reimbursements in future fiscal years consistent with the terms set forth herein.
Notwithstanding the foregoing, the amount of the City Contribution set forth in
Section 3.1 above will not be increased.
14. Insurance. The parties hereto acknowledge that SFRTA is a
governmental entity subject to the limitations of Section 768.28, Florida Statutes
and shall comply accordingly. A description of SFRTA's liability insurance
coverage is attached hereto as Revised Exhibit "F", SFRTA, through its
design/build contract with AAF for the project Improvements, shall require the
standard insurance coverages required by its design/build contracts for such
projects and shall provide the City with such copies of insurance •documentation.
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3, To extent not modified in by this First Amendment, the terms and conditions of
the Agreement are hereby ratified and affirmed.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANKI
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IN WITNESS WI3EREOF, the CITY and SFRTA have set their hands the clay
and year above written.
Attest:
SOUTH FLORIDA REGIONAL
TRANSPORTATION
AUTHORITY
By: By;
Name: Name:
Title: Chair
Approved as to form and legal snfficiency:
Name:
SFRTA General Counsel
Attest: CITY OP MIAMI, a Florida
municipal corporation
By: By:
Todd Hannon, City Clerk Daniel J. Alfonso, City Manager
Approved as to legal form and legal sufficiency: Approved as to insurance
requirements:
By: By:
Victoria Mendez, City Attorney Ann Made Sharpe, Director
Risk Management Department
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Revised. Exhibit E
Contribution Spreadsheet
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City of 1Vlfamf
Miami Dade
County
State of Florida
Contribution by Entity
Cash Flow Model
Contribution by Year ($)
FY
2015-2016
FY
2016-2017
FY
2017-2018
FY
2018-2019
2020-2030
Total
%
SEOPW CRA
0
0
17,528,049
0
0
$17,528,049
24.8%
Omni CRA
1,875,000
1,875,040
0
0
0
$3,750,000
5.3%
City of Miami
3,000,000
2,500,000
1,417,000
0
$6,917,000
9.8%
Bayfront Park Trust
250,000
0
0
0
0
$250,000
0.4%
Miami Downtown Development
Authority
650,000
300,000
317,000
0
$1,267,000
1_8%
DRl
172,850
256,605
750,575
0
0
$1,180,030
1_7%
Miami -Dade County
13,900,000
0
0
0
0
$13,900,000
19_7%
South Florida Regional Transportation
Authority
3,100,000
21,047,921
1,771,719
0
0
$25,919,640
36.7%
$22,947,350 $25,979,526 $21,784,343 $0 $0
$70,711,719 100.0%
Total Project Cost
Needed Funding to be discussed with:
City of Miami, SEOPW CRA and other!
entities. a
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, $
{
- ( 0-0%
1 i f
'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
or a typical municipal financial instrument at a rate of 3% to 4%. € 1
Revised Exhibit F
Insurance Requirements
Liability insurance for the operation of SFRTA's Tri-Rail Downtown Miami Link
Service shall be provided in one of two possible ways:
1, FDOT Insurance Program [as stated in the original Exhibit F to the
Agreement].
2. SFRTA Insurance Program. - In the event the FDOT Insurance Program is
not used, a new insurance program will be established by SFRTA prior to revenue
service to address tort claims ("SFRTA Insurance Program") as follows:
a. SFRTA is authorized under Section 343.54(3), F.S. "to purchase by directly
contracting with local, national or international insurance companies to provide
liability insurance which the authority is contractually and legally obligated to
provide.."
b. SFRTA shall establish a separate fund of $5 million that will serve as the first
layer of liability insurance for the SFRTA Insurance Program ("SFRTA Primary
Layer").
c. SFRTA shall purchase excess liability insurance (separate and apart from
the excess liability insurance it purchases for the FDOT Insurance Program) of $200
million or greater (if required by federal law) for claims that exceed the $5 million
SFRTA Primary Layer. The excess insurance will also be procured from off -shore
insurance markets based in Bermuda and/or London.
d. If the SFRTA Insurance Program is established in lieu of the FDOT
Insurance Program, SFRTA will amend its contracts with its service providers so
that they reflect SFRTA's obligation to obtain and provide the SFRTA Insurance
Program and that this insurance remain in full force and effect throughout the terra
of the commuter rail operations, as a condition precedent to the initiation of the Tri-
Rail Downtown. Miami Link Service.
e. In the even the insurance poliey(ies) would be cancelled for any reason,
SFRTA shall be obligated to replace said policy or self -insure or provide such
coverage as is needed with another policy(ies) in like amount and coverage
protection.
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