HomeMy WebLinkAboutExhibit - Agreement V26Z
Ci
INTERLOCAL AGENCY A
THE CITY OF
AND
AUTHORITY
Article,
TABLE OF CONTENTS
1. Recitals and Findings
2, Purpose
3, Contributions
4, SFRTA Duties
4,1 Permits, Inspections, Reviews, and Approvals
4,2 Accounting and Public Records
4.3 Bank Accounts and B 'c Record Inspection
4,4 Funding Conditions I� tiding Limitations
4.5 Indemnificatio f Construction Claims;
Bonding, Lie : y
4.6 SFRTA T c,'arts as �tipment Maintenance
4.7 SFRT 1, 131 Tram.
4,8 Min' : Z tandard o' Oper
4,9 Min 'V Service Levels:
4.10 SFRTAT : ansion
5, SCI _dine and Ma=�I'ursements
6. IIAcation
7. Teri�tt4
8, Notice<�.
9,... Entire ' �tcemen�._ .
11 �m and F , �v�l�ate;°S 1val of Certain Obligations
12 gvermng La �nd Venue; Attorney's Fees
rabrlity '�
15 s os is seUAVFees
s a�e iesentat'tad Warranties of SFRTA
o Financially Solvent
b.thorization
C`mpliance with laws
17, giver
182ssignments and Sales
19 ' iscrimination
5.
Hazardous Materials
2Assumption of Risk
21 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/Component locations of Components of the Project being funded by the
City,
Exhibit B — City Commission Resolution No, _, adopted _, 2015
M
Exhibit C -- SFR: Governing Board minutes contains A.Wf doption of Agreement
,2015
Exhibit D — Improvements Budget
Exhibit E — Contribution Spreadsheet
Exhibit F — Insurance
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 S'PA'TE OF FLORIDA, hereinafter referred to as "City,"
s
and the SOUTH FLORIDA REGIONAL TRAM 4 TATION AUTHORITY,
pursuant to Section 343,53, Florida Statutes, an Gyred by the State of Florida
(doing business as and hereinafter referred_ SFRTA"),`,.
WHEREAS the City is a'lpcognized raires'I corporation of
State of Florida; and
WHEREAS,(? f to Sectiot` 543,53,, ,� Stat ter SFIdTA has the ability
to carry out pow6 a regii
ty A., ovide by state law; and
SAS, ��flT.� it��t, tutory authority, operates a passenger
�,
0MIN"�1-1 PAtot
co ' der rail servi `a So orid� lcn A, `Tri -Rail"; and
k EREAS this sreem s entered into upon the authority granted to the
parties byA,Tn 163,01,�.rida Statutes which permits local governmental units the
abilities requiredlklitie
tb ` mostefficient use of their powers by enabling them to
cooperate with oths 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
I
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 designtruction and financing of
additional platform improvements to the All Abog �s("AAF") proposed Miami
Central Station in order to accommodate the Downtown amu Link Project. The
additional improvements, which are loctirely within the Citi its, shall consist
of: (i) a sixty two thousand (62,0 • square foot ,1 or w associated &UP
Qa ' e for Tri-
& ^
Rail commuter trains; (ii) a mez ``el consistui .columns and related structures
which support the Tri tail platforriftpd assO'-$!d tra6l' and (iii) related Miami
Central Station j .entX ing, but d to, 5`xons of elevators, escalators,
support spaces, ands `Mage ark all as m� . articularly described in Exhibit "A" (the
"Pr Ftp f n
OR
r
px is») a u�
,r ! �,"t
ti MEL
No
0,41 EREAS, ii resen estimated that the required design, construction and
financing o1,7, Project Tmbvements for the Downtown Miami Link Project will cost
an estimated Fi ,'llion r 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
Miami -Dade County through itself and its variousm§
"County"), the Bayfront Park Managementthe
`>
("DDA"), the Omni Community Redevai h , cent
Southeast Overtown Park Wes` o munity ReW Nl
have been memorialized in an awrlfieta1.proved
(collectively, the "State"),
entities (collectively, the
t gS,,yclopment Authority
") and the
Agency ("01) W CRA")
ed in accordance with each
agency or entities le 1. §. quired aufNo izationffl ,oc s; anti
WHERE�;t�ie City�1,
SFR' (a) in or e to comply with Article VII,
ti .. %8VR,!tjorida
Section Q f -he Cor - 1111 Q Stat"Constitution" , that the City's
fur: g for the Pof c .mpr, encs sha'1 N ed solely for the design and construction
of theMAN
'RRA", Improv f+ ents i excluding legal, lobbying, and operation and
'ISM IF"
maintenance= ,;Is ("Eligibsts"); and (b) that should the City determine to reimburse
v
itself for such f111" o ti aject Improvements, then the City Commission shall by
separate resolution declsuch 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:
6
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 duality of life caused by traffic congestion,
3. Contributions.
3.1 Fu:
agrees to provide SFRTA with funds in an
Ninety -Seven Thousand Thirty and
Contribution") for eligible eostsl,## outlined
and financing of the Project
Contribution to SFRTAJn the 1
shall incur no
been a duly a
due and owingIUMN
portion of the City
not to
100 Dollars ($8
total of Eight Million
-
for the
The City
,as
W.. 30.00) (City
ty shall disburse the City
Section 6. The City
ntribution unless there has
City Commission, In the event the
werniftit. APB han the Estimated Cost, then the City
SO
o�savings In an amount equivalent to its proportionate
st o til" Project Improvements. Repayment of any funds
ch cost savings shall be off set against the amount of any
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: (i) Three Million Dollars and No/1 00
($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/ Ilars ($256,605,00) in DRI
"'ON R'
Supplemental Transportation Fees in Fiscal Year
an (iii) One Million Four
I
0 Dollff��,($1,417,000,00) from lk
Hundred and Seventeen Thousand and
W.
Transportation Tax proceeds and Seven P1 POU Fifty Thousand Ff undred Seventy-
Al.
Five and No/100 Dollars ($750,5,75.00) fromD' plea s
ental Tran'o on Fees inp
Fiscal Year 2017-2018. To the the City ibution in any of the three (3)
ql W,
Wye
year nble IV
s shall be paid fron I n 14VIS
previously pledged to
a. any remairif
1,11 NwRi
1"Ace 101' g 19a
iga nds Series 2007 and Series
support the deb
:Lulty-s
2009 (Street and Sid, alk 11 0 vqme.ntpr 141n
)(collectively, the "Street Bonds"), the
k"
W118ball beor f to such debt service payments for the
C11)
(�gug- Mit"R n I'll,
001"
R
Str onds and sue, W lk ty b-utio n shall only be payable each year from those
legally a arable r e rn a n i 114". venues��fter all debt service has been paid in full on the
Street Bonds, INETTr eim b t ent payments paid from pledged revenues shall not be,
h
paid to SFRTA until`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 fundmg. 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 C' Miami City Commission
Resolution R-15-0156, adopted 2015.
4.1 Permits, Inspections ,R 6.1'111°ws andAals, SFRTA intends
to procure the design and constA,>ri Of the Project Im ments as a Solo
A&Mner of the pr on source by entering into a MION qpntnact with -i which
M RN
the Project Improvemen sigg t &,t, ocated a e, entity that will be designing,
I&
1h
permitting and M
constructing r Oj 0
fthick t ect Improvements are a
Ix,W
M
MWkx
an al
ff 'r"'R",tpre that. ehff FRTA obtains my d I
part, SF V W
VMS.
0 approvals, a
s an, ublic, a als, inspections, reviews, and
necessary P-PRIO age 1.
W
plasaw"
Nsr
t q i- R d the construction of the Project
1 1 "I'll, P. ,
'�W 412 AccM&ting 0WPublic Records. SFRTA will be responsible for
s ep arate, 102,11,qc Q unti
pr monies received, from the City in accordance with the
&
General Acce ccounting 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 InsDection, SFRTA will
I
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 Miami Link Project until five (5) years after
the Project Improvements are completed,
4A FundinLy Conditions, Funding Limitation, The Parties also
agree that this Agreement shall be conditioned" approval of all applicable
agreements for the Project Improvements gff1' ( the sole source agreement
between AAF and SFRTA for the P'r, Improvemeer (ii) the loan agreement
between an AAF affiliate or other
cost of some of the
FECR, FDOT and SFR
maintenance
lender and SFR dor a loan for the
greemen" Ween AAF,
is and the operations and
rcement with FECR (if
(v) all other funding with
Project Improvements, less the amount
cost , such Project Improvements, A listing
and amounts is attached hereto as Exhibit "E", In
physical construction of the Project Improvements
on" does not include the preparation of construction
documents orvng 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,
10
4.5 Indemnification From Construction Claims, Bonding1 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 ar$' or are connected with any
work, materials, equipment, supplies or
the Downtown Miami Link Project
comply with the requirements of
not allow any Mechanicsens or other
the Downtown Miami
Further, SFRTA_,shall use
release
may have
of
tral
n 255,05, Florida
during construction of
'A agrees that it shall
>t i tgs. SFRTA will
n law lis�x`�"to attach to
which are publicly owned,
to seek the removal or
common law liens which
non-pub3l,b owned Project Improvements that may
_ 1
r l QQNo Twn Miami Link service to the Miami
4.6 SFR A TracW"Parts and Equipment Maintenance, SFRTA
q%
its age
nfs�contrac r:'111ill be responsible for maintaining railroad tracks and all
materials, patOR
`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 -Rall
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
A,
applicable Federal Regulatory Administration regulations set forth in
!
UP
Title 49, Subtitle B, Code of Federal R FR"), as well as all other
OF
be
the same amended from time
applicable federal, state, and local
to time, " 00 !,
4V,1`1' H .9 Minimm
u,,, Service Leoou"
ARK
ghout theNO.V,�ftx
,,, of this
NIL!
Agreement, SFRTA shal,11161
11,0pel 41 kless tha J
,Wwenty-six (26) weekday trains
I WE
Miami nt a Station capacity of not less than
to the Mi Q t I tatio a ULUH,�,V' Cp
9,750 pall Viers pied` ka t n d4"a1 end/holiday trains into the
"VIA
Miami CentrfflM'
.rtationIII curnu
1.� q, passenger capacity of not less than 6,000
.l a
ay px imurn Service Level"). Reductions to
ing the term of the Agreement shall be approved
b city Col ission hen presented with in -formation by SFRTA
evidenct 0 reduq ridership demand far the Tri -Rail Downtown Miami Link
"
service of )-r
ten percent (10%) over any five (5) year period, or (fl)
reduction in annual operating support greater than ten percent (1.0%) 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
S. 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 K_ 'City a schedule of values
("Schedule of Values"), identifying quarterly desi }T n �t�struction milestones and the
w
anticipated construction expenditures payout ch Jule for sue ?�h estones for the Project
Improvements not later than 30 days of P., TA's receipt of the �` �e and any fixture
amendments thereto. Quarthe y disbursem �f t r Nty ContribuBolk. or Project
Mks a Fef
Improvements for Eligible s` } r SFRTA
pCast 10113M bei, l7ased up nvaices provided by SFR
accompanied by
invoice as
payment request
the reim
8.72(8
lent Request"). A proper
be submitted before each
'Manager his/her authorized designee. Each
of all payments made to contracted
RMW rsement 1181 bests shift commence on or after the 1st day of October,
rr
2015, For thel% Sr 201 C {T ` ' I year ending on the 30th day of September, 2016, total
quarterly disburse m j y the City of the City Contribution shall not exceed the
r
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
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
13
not exceed Two Million Seven Hundred Fifty -Six Thousand Six Hundred and Five
Dollars ($2,756,605,00), For the 20172018 Fiscal year, which. shall commence on the I"
day of October, 2017, and end on the 30th clay of September, 2018, total quarterly
disbursements by the City of the City Contribution shall not exceed Two Million One
Hunched 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 forw41
�G" tato exceed two (2) years, for
X4
reimbursement in future fiscal years co fit with th �P s set forth herein,
7
ONotwithstanding the foregoing, the amout;F�the City Contribntiot forth in Section
3
3,I above will not be increased, Wr
6, Indemnification e xtent all d by Section 768,28, Florida
Statutes and thelaws a.t State of frida,Pru,shall smnify, defend, and hold
harmless, at itsQ cost a��.xpense OlftTits "ab'%rs, employees, agents and
instrumentalities from;y an 1pft# bilities"Ifi es or damages, including attorneys' fees
the "'y,;oMts officers, employees, agents, or
irlsirlr° talities may '1'as a milt of claims, demands, suits, causes of actions or
�Svliw'�Ty\,, �.
pxoceedmgsf any kind YQnature arrsrng out of, relating to or resulting from the
performance of a���gret by STRTA or its officers, employees, officials, agents,
WE f
y .(�
servants, partners, pr"A. pals 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 pari:, 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 mature 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 e �f it provides shall in no way
limit the responsibility to indemnify, keep and s��r F e�ss and defend the City, its
officers, employees, agents and instrumental' erein pro U
g may be terminated :.4ksither party, upon
7. Termination. This A ree '� t
the grounds and after the prosulyi
providedt' its Ther party rna terminate the
�
Agreement for cause and. upon"
�5 1 of write otiee to the other party. "For
cause" shall mean any of the follo acti, "I I a slibst ial failure by SFRTA to
perform the del�iecl dut.accorda ,iis A;D ent over a period of more
than one (I) yea. 61,, ;zi) a ilure of cit; party 'to comply with a material term,
condor ioiion limi `' ,n ors cif -ton �licable to its erformance or duties
y p
4- h 1
prop for in this Aernel4011,
lowing written notice of default by the other party
ii
which is `� V cured W . iris ``. et (9 clays of receipt of such notice; or (ifailure to
..
)
comply with alicabl, cderal, state, or local law, ordinance, rule, regulation or
code governing the ance 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) clays 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 Cos by by SFRTA. prior to the
date of termination.
8. Notice. Any notices to be gine aercunder shall z;. n writing and shall be
deemed ,to have been given if sent by h�. delivery or recogmz y vernight courier
(such as Federal Express), orf by certified kr i wwith return re t requested,
addressed to theparty for whom �`�ed, at the T : specified, For the present, the
parties designate the following as the'respectiv�� l'., for nos'. purposes:
..
If to the City:
�
{
City Manager T,
3500 Pax Arte scan Diz�`� w
��
�
City c tii° ` t
With Wa"p to:
City of Mia _
City Attorney
Miami Riverside's
444 S.W. 2°C1 Ave
Miami, FL 33130
If to SFRTA.:
South Florida Regional Transportation Authority/Tri-Rail
Administrative Offices
800 Northwest 33rd Street
Pompano Beach, FL 33064•
Attention: Executive Director
16
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 Aareexnent. This document incorporates and includes all prior
negotiations, correspondence, conversations, agreemen . understandings applicable to
the matters contained herein, and the parties 4here are no commitments,
agreements or understandings concerning tlj �- l ject Matter is Agreement that are
not contained in this document. Accor' it is agreed that n aviation from the
terms hereof shall be predicates on any r mo tions or agre� its whether
oral or written,.
10. Amendment, This AE lice611 T.4011 kbe ad or modified only by a
�s
written agreeme"si 1 ed by flb,duly au Pres F^ ayes of the City and SFRTA,
R -z
BIMNI
11, Ter" d )Jfte tye Date, r rvival of Certain Obligations. This
t V,
Ag��e�e shybecome �ctive " the01
hal execution by the duly authorized
x
xepieatives of the "'ty and?ARTA ("Effective Date") and shall continue in force
��.
ja
thirt 30. ars from thte of-cc�nmencement of revenue service of the Tri -Rail
y fFF,
Downtown Mi ai kink sere c ,
$.
12. Goyernznw and Venue, Attorneys Fees, This Agreement shall be
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 ackn go that SFRTA is a
governmental entity subject to the limitations off• ,X; 1. 68.28, Florida Statutes and
,>
shall comply accordingly. A description o *fs TA's liabHt. §�.; 'nsurance coverage is
attached hereto as Exhibit "F". SFRTA,
x ugh its design/build c ��� et with AAF For
the Project Improvements, shall e uire the staff f a rice coverage tired by its
design/build contracts for such nd shall p b e the City with such copies of
insurance document0140's
5�5..1S. Cati . band Tee r-: ` hst n= sY, any other term or provision
herein it is exprersto, " <'land agree SFRTA that the City is not responsible,
liabl t tlib i nswa- to pdTr4% �ee,�0-arge, cost, expense, reimbursement, or
otl 4 .onotary conp 'U tion -0q` FRTA, its agents representatives, employees or
contraeto3, - their worlctheir se ces under this Agreement. The City will not be
w
responsible for, Wing an ,= .ositions, levies charges, fees, or assessments imposed
upon the Project Ients as a result of SIRTA's design, construction, or
operations.
16. Representations and Warranties of SFRTA,
C . Financially solvent. SFRTA warrants that it is financially solvent.
b, Authorization. SFRTA has talren 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 tQ,t Improvements as the same
presently exist and as they may be amended h
17. Waiver. The failure of el >'
affirmative action with respect t% y conduct
the terms of this Agreement
or of any future violq,, 1
hereunder must
parties,
perform
to this Agreexx ` f o object or take
which rs`lviolation of
of the violation or breach,
waiver of any condition
representatives of both
CWis " lying on the public agency status,
\..
nttatlon and ability of SFRTA, to adequately
execute and deliver to an AAF affiliate or third -
party lender swat signmer hof any and all rights in favor of SFRTA and such City
,y Vim.
VContribution due to 5runder 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 fora >igat.on arising out of the
activities and services contemplated by this Agre�t�RTA's relationship with the
City in the performance of this Agreeme t eat of an 1zi `endent contractor. All
,
alp
persons performing services which art ` be performed by TA under this
Agreement shall at all tunes be cler SFRTA' u1 irection and cl and shall
ic �catives of the City,pIyee;epresentbe employees or agents of SFRT
21. Third P.arty_Benef►eiaries. e not party beneficiaries to this
Agreement, intetgr othefte,
22, Interition.hzs Agreeft is the result of negotiations between the
< 4 gig,,
part z aha r�typed� : tecl b �artyNA`r the convenience of all parties hereto,
mgt
Sh0W l l re provision his �g ement require judicial or arbitral interpretation, it is
EM � r
a reed thLV-,
udici.al
or a Vit, ral bocknter retin or constrain the same shall not 1
g p g g pply
V � � Zk $ i 1
tlae assumptzon�q the tern ereof shall be more strictly construed against one party by
reason of the rule o£t`tizction 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
2 1.
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
01
W
Aj
mi
Victoria M6ndez, City Attorney
#548317 4
22
SOUTH FLORIDA REGIONAL
TRANSPORTATION
AUTFLQRITY
Name:
Chair
L2.
MIAMI, a Florida
corporation
Daniel J. Alfonso, City Manager
Approved as to insurance
requirements:
am
Ann Marie Sharpe, Director
Risk Management Department
Contribution by Entity
Cash Flow Model
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
financial instrument at a rate of 31Y. to 49..
i 342282a 27566051 2167575! 2,167,575
* FOOT Discretionary Fund Contribution of $3 million in 2018 contingent upon confirmation from FDOT Secretary.
*Possible additional contribution sources: (i) SEOPW DR] Transportation fees; (ii) Omni CRA, and (iii) SEOPW CRA.
Contribution by Year
Ent
Entity
2016
2017
2018
2019
2020 - 2030
Total
%
CityofMlami
SEOPW CRA
0
0
17,528,000
01
0
$17,528,000
25%
Omni CRA
1,500,000
1,500,000
0
0
0
$3,000,000
49.
City of Miami
3,000,000
2,500,000
1,417,000
0
$6,917,000
10%
Miami Downtown DevelopmentAuthority
650,000
300,0001
317,000
0
$1,267,000
2%
Bayfront Park Trust
250,000
0
0
0
0
$250,000
0%
DRf
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 cfflarlda
South Florida Regional Transportation
Authority
3,100,0001
750,900t
750,0001
0
01
$4,600,000
7%
Florida Department of Transportalton
01
20,298,0001
01
0,
01
$20,298,0001
29%.
$22,572,820
$25,604,605
$20,762,575
$0
$0
$68,940,000
100%
Total Project Cost
$68,940,000;
Needed Funding to be discussed. with City of
Miami, SEOPW CRA and other entities.*1 I
i
i
f $
0%
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
financial instrument at a rate of 31Y. to 49..
i 342282a 27566051 2167575! 2,167,575
* FOOT Discretionary Fund Contribution of $3 million in 2018 contingent upon confirmation from FDOT Secretary.
*Possible additional contribution sources: (i) SEOPW DR] Transportation fees; (ii) Omni CRA, and (iii) SEOPW CRA.