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HomeMy WebLinkAboutrevised exhibit 111-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package PROJECT COOPERATION AGREEMENT Between the City of Miami and CORAL VIEW DEVELOPMENT, INC. for Certain Roadway & Public Right of Way Improvements THIS AGREEMENT (the "Agreement") is made and entered into as of this day of , 2003, by and between Coral View L.C. a Florida limited liability company (hereinafter referred to as "CORAL VIEW") , with its principal office located at 2601 South Bayshore Drive, 10TH Floor, Miami, Florida, 33133, and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as "City"), with offices at 444 S.W. 2"d Avenue, Miami, Florida 33130-1910. RECITALS: A. CORAL VIEW is the fee simple owner of certain real property located at 3000 Coral Way, which has southern frontage on SW 22"d Terrace between SW 29th Avenue and SW 31st Avenue (the "Street Segment") as depicted in the attached Exhibit A incorporated herein by reference) in the City of Miami, Miami -Dade County, Florida, on which it is constructing a new mixed -use project containing approximately 226 residential units, known and identified as The Aston (the "Development"). Said Development is, among other things, in furtherance of the City's goal of creating market -rate housing near the downtown area. For purposes of this Agreement, the term Coral View is interpreted to mean the owner, its architects, engineers and general contractor engaged for the Development. B. The City, pursuant to Resolution No. 03- adopted , 2003, which Resolution is deemed as being incorporated by reference herein as though set forth in full, supports the City's participation in a capital improvement project to make certain roadway improvements in the City -owned public right-of-way on the Street Segment, which improvements are being undertaken with input from community stakeholders, residents, property owners and businesses. Further, the City has identified and funded additional capital improvement projects to enhance the public right-of-way along Coral Way, a designated Scenic Transportation Corridor by the City and a State Historic Highway by the State of Florida, which fronts the north side of the Development. C. Residents in the vicinity of the Development have requested, and the City has confirmed the need for, improvements to the Street Segment, in the form of full roadway reconstruction, including new pavement, curb and gutters, drainage, driveway aprons, sidewalks, landscaping, pavement markings and signage (the "Road Improvements"), having a total estimated cost of $193,000. Said Road Improvements would further the ease of travel, flow of traffic and enhance the aesthetic appearance of the Street Segment, thus serve as public purpose and primarily benefit the general public. D. CORAL VIEW is committed to make certain improvements, valued at approximately $39,000, to a designated portion of SW 22nd Terrace immediately in front of its property pursuant to City building permits issued for the Development ("Developer Improvements"), and thus has already engaged or will hire qualified firms to design and - 1 (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package construct those improvements in the right-of-way. Said Developer Improvements consist of full roadway reconstruction, including new pavement, curb and gutters, drainage, driveway aprons, sidewalks, landscaping, pavement markings and signage for the portion of SW 22nd Terrace directly in front of the Development to the center line of the road. E. CORAL VIEW has proposed, and the City has accepted its offer, to additionally design, engineer, and construct the Road Improvements, in additional to the Developer Improvements, on behalf of the City at the same time as it performs those tasks for the Developer Improvements, so as to minimize traffic and related disruptions within the area. Said offer is conditioned on the City's review and approval of the design of the Road Improvements and on the City's agreement to reimburse CORAL VIEW for its direct cost to design, engineer, and construct the Road Improvements, subject to the terms, conditions limitations, and reservations of this Agreement. Further, allowing Coral View to design and construct both the Road Improvements and the Developer Improvements is expected to lower the price by eliminating or reducing certain customary expenses such as contractor mobilization. F. CORAL VIEW has devised a Preliminary Schematic Drawing for the Road Improvements, attached hereto as Exhibit B, that has been approved by the City through its Department of Capital Improvements (the "Department"). The City has determined that construction of said Road Improvements will serve a valid public purpose and are in the best interests of the City insofar as they promote the ease of travel, the flow of traffic and an enhanced aesthetic appearance of the Street Segment, and thus support the safety and welfare of the residents of the City. The Road Improvements as defined herein are to be located upon the City owned public right-of-way which will remain open, accessible and available for the use and enjoyment of the general public and serves the municipal and public purposes set forth herein. G. In consideration of this offer, the City adopted Resolution No. (the "Enabling Resolution"), a copy of which is attached hereto and made a part hereof as Exhibit C, authorizing the City Manager to enter into this Agreement to assist with the funding design, engineering and the construction of the Road Improvements in an amount not to exceed One Hundred and Ninety -Three Thousand and No/100 Dollars ($193,000) (the "Funding Amount") pursuant to the terms, conditions and reservations contained herein. H. The Funding Amount has been allocated from and is derived from the proceeds of the City's Limited Ad Valorem Tax Bonds, Series 2002, "Homeland Defense / Neighborhood Improvement Bonds" (the "Bonds"), Project No. 311714 entitled "District 4 - Quality of Life Improvements" for the purposes defined herein, provided that CORAL VIEW agree to be responsible for: (i) the design, engineering and construction of the Road Improvements, and (ii) any cost over -runs, change orders, expenses and fees beyond the Funding Amount that occur in the design, engineering and/or construction and completion of such Road Improvements, except those change orders that are specifically requested in writing by the City. The maximum amount of the City liability to assist in the funding of these Road Improvements, pursuant to the terms of the Resolution and this Agreement, shall not exceed the Funding Amount of One Hundred and Ninety -Three Thousand ($193,000.00) dollars set forth herein NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby - 2- (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package acknowledged, CORAL VIEW and the City hereby agree that the foregoing recitals are true and correct and further agree as follows: (1) Incorporation by Reference. The recitals set forth in the preamble to this Agreement are incorporated by reference as though set forth in full herein and made a part hereof. (2) Condition Precedent of Bond Oversight Committee Approval . It is a condition precedent to the City's ability to lawfully enter into this Agreement that the City receive a favorable recommendation from its Bond Oversight Board stating that the City may apply a portion of the proceeds of the Bonds to fund the construction of the Improvements pursuant to the terms, covenants and conditions of this Agreement. This condition has been fully performed as the Bond Oversight Committee approved the funding amount for these stated purposes at their meeting of October 28, 2003. (3) Ownership of Improvements. The parties agree that the City shall be the owner of the both the Road and Developer Improvements, after the completion of construction by CORAL VIEW and upon acceptance of the both improvements by the City, which shall be defined as the receipt and approval of "as built" drawings and final release of all subcontractor and supplier liens by its Director of the Capital Improvements Department (the "Director"). Both the Road and Developer Improvements will be situated upon a public right-of-way owned by the City. At the conclusion of the construction of the Improvements, CORAL VIEW shall tender a bill of sale absolutely conveying title of the Improvements herein funded to the City, free and clear of liens and encumbrances. Warrantee items such as landscaping materials shall be maintained by CORAL VIEW though the warranty period. After the receipt of a bill of sale and/or the conclusion of any warranty period, said Improvements shall be subsequently maintained by City or any other successor public agency responsible to maintain the right-of- way. (4) Funding. CORAL VIEW will contribute an amount not less that Thirty Nine Thousand Dollars ($39,000) ("CORAL VIEW Contribution") for the construction of the Developer Improvements pursuant to the terms of its building permit. The City shall provide funds in an amount not to exceed a maximum of One Hundred and Ninety Thousand Dollars ($190,000) (the "Funding Amount") solely for the construction of the Road Improvements, provided the City shall have no obligation to fund any amounts in excess of the Funding Amount For the purposes of this Agreement, the " Total Estimated Cost" shall mean the sum total of the ;Funding Amount and the; CORAL :VIEW Contribution,; or •the cumulative total of Two Hundred Thirty Two` Thousand Dollars ($232,000). In return, CORAL VIEW hereby agrees that it shall be responsible for all costs of designing, engineering, initiating, permitting and completing construction of the Road Improvements that exceed the Funding Amount. Further, if the cost of completion of the Road Improvements is less than the Funding Amount, one hundred (100%) percent of the savings shall accrue to the City. For purposes of this Agreement, costs relating to the construction of the Improvements shall be defined to mean and include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bona fide design professionals, geoteclmical testing, collectively referred to as "Allowable Soft Costs" and labor, materials, supplies, - 3- (K-0300 agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package equipment, supervisory personnel, and insurance and bonding required herein for the construction of the Road Improvements as set forth in this Agreement (the "Construction Costs"). For purposes of this Agreement, Allowable Soft Costs and Construction Costs relating to the Road Improvements shall not include the costs of land or rights of way, and fees for lobbyists, legal or tax, environmental or regulatory counsel, auditors, accountants, brokers and salespersons or other "soft costs". There shall be no mark up by CORAL VIEW on either Allowable Soft Costs or Construction Costs or on related costs, that is, only the actual, direct cost incurred by CORAL VIEW may be billed to the City for reimbursement pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the purchase and construction of the Improvements are undertaken on behalf of the City and the City shall, upon completion and acceptance, be the owner of the Improvements constructed with the Funding Amount. (5) Construction Plans. CORAL VIEW and the City, acting by and through its Director, agree that the development of the Improvements shall be substantially in accordance with the Schematic Design and Contemplated Scope of Improvements ("Contemplated Scope") as further described in the attached Exhibit D, or as may be modified by mutual agreement between the Director and CORAL VIEW. Based on the Schematic Design and Contemplated Scope, CORAL VIEW shall arrange to provide Construction Plans and documents that additionally comply with applicable City of Miami Urban Design Standards and Guidelines. The City, acting by and through the Director or his duly authorized designee, shall review and approve all subsequent design documents and cost estimates pertaining to the Improvements at progress phases deemed appropriate by the Director. CORAL VIEW shall duly consider and implement comments and revisions suggested by the Director during such periodical reviews of the progress Construction Documents. Throughout the design process, CORAL VIEW shall use its best effort to ensure that the Road Improvements can be built within the Funding Amount, and may, if approved by the Director in his sole discretion, make adjustments to the Contemplated Scope as necessary. All decisions with regard to modifications of the progress Construction Documents shall rest with the Director or his duly authorized designee. CORAL VIEW hereby agrees to provide final detailed construction plans, specifications and related documents (the "Construction Documents") pertaining to the Improvements in the public right-of-way in a manner consistent with the Schematic Design and Contemplated Scope. The Construction Documents shall include all design, engineering and consultants' plans needed for completion of the Improvements (including, but not limited to, plans for the new pavement, curbs and gutters, drainage, driveway aprons, sidewalks, landscaping, signage and striping). (6) Final Construction Documents Review and Options: The final Construction Documents shall be forwarded to the Director for his review and approval as to consistency with the Schematic Design and Contemplated Scope, and said approval by Director shall not be unreasonably withheld, conditioned or delayed. In the event the Director fails to comment on such documents in writing within forty-five (45) days of their transmittal to him, the Construction Documents will be deemed approved without the necessity of further action. CORAL VIEW shall determine, as evidenced by one or more construction bids from reputable and qualified construction contractors, including those it has retained for the Development, that are acceptable to the Director, whether the Road Improvements as depicted in 4 (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package the Construction Documents can be constructed within the Funding Amount. Such evidence shall be presented to the Director within the 45-day Construction Document review period. The Director shall approve any and all bids prior to acceptance by CORAL VIEW. In the event that all of the construction bid(s) for the Road Improvements exceed the Funding Amount, then CORAL VIEW may: a) seek additional bids front additional contractors that are acceptable to the Director, b) recommend to the Director, for the Director's consideration and sole approval, changes in the scope of work and/or Construction Documents that will reduce the Construction Cost to the Funding Amount, c) contribute additional funds for the Road Improvements, or d) decline to implement construction of the Road Improvements, without penalty to either party and without recourse by either party, excepting that any City funds received will promptly refunded to the City. In the event that option b) hereinabove is considered, there shall be no modification in scope that, solely in the opinion of the Director, negatively impacts or reduces the standards of quality or aesthetics incorporated into the original Schematic Plan. In the event that option d) hereinabove is considered, CORAL VIEW shall still construct, at its sole cost and expense, the Developer Improvements contemplated within CORAL VIEW original permit plans submitted and approved by the City Building Department. (7) Construction and Draw Requests. CORAL VIEW shall be responsible for the construction of the Improvements substantially in accordance with the Construction Documents approved by the Director. If deemed necessary by the Director, CORAL VIEW shall substantiate its expenditure of the CORAL VIEW Contribution for the Developer Improvements prior to the City approving any invoices for reimbursement to CORAL VIEW of the Funding Amount for the Road Improvements. (7.1) Construction Means and Methods, No damages for Delay. CORAL VIEW shall be responsible for supervision and performance of the Improvements, including, without limitation, scheduling, permitting, materials, labor, and means and methods of construction performed by CORAL VIEW's contractor. (7.2) In the event of any delays to the Project and/or construction of the Improvements, CORAL VIEW's sole remedy shall be to seek an extension of time from the Director in accordance with the applicable terms of the contract. CORAL VIEW is not entitled to delay damages under this Agreement. The City will not be liable for any delay damages or damages in any way attributable to performing work out of sequence, acceleration claims, or other similar type claims, work slow downs, inefficiencies, sequencing issues, reduced productivity, or even acceleration claims. CORAL VIEW shall submit a detailed monthly invoice, which complies with Florida's Prompt Payment Act, §218.70, Fla. Stat. (2002) to the City for all costs relating to the construction of the Improvements performed during the preceding month, along with reasonable substantiating documentation as requested by the City. Provided the work has been performed, the City shall make payment within thirty (30) days after the date the City receives such detailed invoice. (K-0300 ) agmt coral view&city v3.0 I I /20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package (8) Insurance and Bonding; Indemnity and Hold Harmless. (a) Insurance and Bonding: Prior to commencing the construction of the Improvements, CORAL VIEW shall provide the City's Risk Management Administrator with evidence, consisting of certificates or policies of insurance and bonds issued by Florida insurers and/or sureties rated A:XV or better per A.M. Best's Key Rating Guide, latest edition, of: (a) builder's risk insurance for the full replacement cost of the Improvements; (b) general liability insurance in such form and amounts as may be reasonably required by the City's Risk Management Administrator; and (c) a Payment and Performance Bond from the general contractor in substantially the form prescribed for a public construction bond by Section 255.05, Fla. Stat. (2003), guaranteeing performance of this Agreement and payment of all subcontractors, laborers, material persons, suppliers and the like, in the Funding Amount as set forth herein or in an amount equivalent to the Construction Cost of the Improvements, whichever amount is greater. The City of Miami will be a named obligee on the bond required by this section in a minimum amount of one hundred and ninety-three thousand ($193,000) dollars. The amount of insurance coverage required will not be less than the amounts set forth in Exhibit E, "Insurance Requirements", attached hereto and, made a part hereof. Said insurance policies shall name the City as an additional insured and said bond shall name the City as sole Obligee upon such bond. The foregoing insurance coverage and bonding shall be maintained in effect by CORAL VIEW until final completion and acceptance of the Improvements by City. CORAL VIEW shall furnish to the City's Risk Management Administrator certificates of insurance and/or insurance policies for the coverage required hereunder and the required payment/ performance bond for City review, comment and approval at least thirty (30) days prior to commencement of construction of Improvements funded by the City. The City shall be given at least 30 days prior written notice of any cancellation, lapse, or material modification of said insurance coverage and/or bond. As allowed under the provisions of §255.05(7), Florida Statutes (2002) the City's Risk Management Administrator may , in writing, decide to accept an alternative form of security submitted by CORAL VIEW in lieu of the Payment and Performance Bond. (b) Hold Harmless and Indemnity. CORAL VIEW, its successors and assigns hereby covenant not to sue, hold harmless, indemnify, and defend the City, and other City of Miami Boards or Agencies, and their respective officers and employees in any and all actions, claims, demands, costs, expenses, liabilities or damages arising or accruing by virtue of negligent acts or omissions of CORAL VIEW, its agents, servants, representatives, successors and assigns. This hold harmless, indemnity and covenant not to sue includes, without limitation, any and all claims for personal injury, wrongful death, damage to or loss of property, violation of applicable contracts, laws, codes, rules, construction, architectural, or design decisions, actions or omissions. The duty to defend may be complied with, at the option of the City Attorney, by either paying reasonable attorney's fees for the cost incurred by the City in its defense, or by selecting defense counsel, the cost of which shall be borne by CORAL VIEW. The obligations under this section shall survive the expiration or cancellation of this Agreement and shall be construed to comply with the applicable provisions of Chapter 725 , Florida Statutes - 6- (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package (2003) This hold harmless and indemnity will not apply to claims for gross negligence, or willful, wanton or intentional misconduct or statutory violations of the City , its officials and employees, except and to the extent that these actions are caused by or result from the acts or omissions of CORAL VIEW, its servants, agents, or representatives. (9) Compliance With Laws. CORAL VIEW and the City shall at all times comply with all applicable municipal, county, state and federal laws, ordinances, codes, statutes, rules and regulations, approved development orders, and City of Miami Guidelines governing the design and construction of the Improvements and the granting of Funds for use thereof. (10) Miscellaneous. (a) Enforcement. The provisions of this Agreement may be enforced by all appropriate actions in law and in equity by any party to this Agreement, or fee simple owners of the Property. In order to expedite the conclusion of the actions brought pursuant to this Agreement, the parties, their successors and assigns will not demand jury trial nor file permissive counterclaims outside the bounds of this Agreement in such actions. Each party shall bear their own respective attorney's fees. A court of competent jurisdiction may award court costs to a prevailing party. (b) Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which when taken together shall be deemed to be one and the same instrument. (c) City Officials. The "City" is a municipal corporation, and the City Manager as its Chief Administrative Officer, is empowered to make all decisions with regard to this Agreement on behalf of the City, unless otherwise provided by law or by resolution of the City Commission. (d) Successors and Assigns. This Agreement may not be assigned, sold, pledged, hypothecated or encumbered, in whole or in part, to any third party or business entity, contract vendee, successor , assign or to an institutional lender providing construction funding for development of the Development, without the prior approval of the Miami City Commission. The City is relying on the commitment, skill and reputation of CORAL VIEW in performing this work and may withhold or cancel funding in the event there is any assignment, pledge, sale or other disposition by CORAL VIEW without having first secured the approval of the City Manager or his designee, which may be unreasonably withheld or delayed. (e) Construction of Agreement. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof. All of the parties to this Agreement have participated fully in the negotiation of this Agreement, and accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. 7 (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package (f) Notices. Any and all notices required or desired to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand (including recognized overnight courier services, such as Federal Express) or three (3) business days after deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, and addressed to the recipient at the address for such party set forth in the introductory paragraph to this Agreement (or to such other address as any party hereunder shall hereafter specify to the other in writing). City of Miami: Jorge Cano, Director Capital Improvement Programs 444 S.W. 2' Avenue, 8th Floor Miami, FL 33130 CORAL VIEW, L.C. : Willy A. Bermello, Manager 2601 South Bayshore Dr., 10TH Floor Miami, FL 33133 With a copy to: Alejandro Vilarello, City Attorney 444 S.W. 2nd Ave, Suite 945 Miami, FL 33130 (g) Severability. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed in full force and effect. (h) Exhibits. All of the Exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. (i) Amendments; Termination. This Agreement may not be amended, modified or terminated except by written agreement of the parties hereto. Further, no modification or amendment, excepting a termination for cause by the City under Section (11) herein, shall be effective unless in writing and executed by the parties, employing the same formalities as were used in the execution of this Agreement. (11) Default. a) Termination for Cause. In the event of a default, which is not cured within ninety (90) days following the date of a written notice mailed as provided in Section (10) herein, the parties shall have all rights and remedies provided by law or equity. The City Manager shall grant one extension of not more than ninety (90) additional days in total if such failure to cure is due to Force Majeure as that term is interpreted under Florida law. b) This Agreement and/or the City's funding obligations under the Agreement may be terminated, for cause, at the option of and by the City Manager, if any default is not cured by CORAL VIEW or CORAL VIEW does not comply with any material terms, covenants or condition provided herein within ninety (90) days from the date of a written - 8- (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package notice from the City Manager; or when, in the opinion of the City Commission, termination is necessary to protect the interests of public health, safety or general welfare. This subsection shall not apply during any period of Force Majeure extension pursuant to Section (11)a). c) Termination for cause may include, without limitation, any of the following: i) CORAL VIEW fails to obtain the insurance or bonding herein required. ii) A mechanics, subcontractors , laborers or similar lien or encumbrance is placed upon the Improvements or other City owned property due to actions or omissions of CORAL VIEW, its agents, servants, or representatives and is not contested, bonded, or discharged by CORAL VIEW within thirty (30) days of its recordation. iii) CORAL VIEW fails to comply, in a substantial or material sense, with any of its duties under this Agreement, any terms or conditions set forth in this Agreement, or any Agreement it has with the City , its architect, engineer or contractor arising by virtue of this Agreement, beyond the specified period allowed to cure such default. iv) CORAL VIEW assigns, sells, transfers, hypothecates, pledges or encumbers this Agreement or any interest therein, without securing the prior approval of the City Commission . v) CORAL VIEW fails to complete the Improvements in a timely manner as required by this Agreement an in accordance with the Construction Documents. vi) CORAL VIEW shall have no recourse or remedy from a termination made by the City in accordance with this Section, except to retain the funds already disbursed and demonstrably expended for the Improvements, in full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. (12) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supercedes all prior agreements, understandings and arrangements, both oral and written, between the parties with respect thereto. (13) Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. Venue for all actions under this Agreement shall be in Miami -Dade County, Florida. (14) No Joint Venture Or Third -Party Beneficiaries. CORAL VIEW is an independent contractor and is not an agent, joint venture, partner or affiliate of the City, nor can the City be bound to honor any obligation or duty of CORAL VIEW, except as expressly provided herein. 9 (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package Neither the City nor CORAL VIEW intends to directly or substantially benefit a third - party by this Agreement. Therefore, the parties agree there are no third party beneficiaries to this Agreement and that no third -party shall be entitled to assert a claim against either of them based upon this Agreement. (15) No Discrimination. CORAL VIEW represents and warrants that there shall be no unlawful discrimination as provided by federal, state or local law, in connection with its performance under this Agreement. (16) Authority of CORAL VIEW Signatories. The undersigned executing this Agreement on behalf of CORAL VIEW has authority of record pursuant to the attached Corporate Resolution, and all applicable laws of the State of Florida to act on behalf of and bind CORAL VIEW to every condition, covenant and duty set forth herein. (17) Contingency Clause. Funding for this Agreement is contingent on the availability of funds and of continued authorization for program activities and is subject to termination due to lack of funds or authorization, reduction of funds, and/ or change in laws or legal requirements. (18) Frequently Continuing Conflicts. Neither Coral View nor the City nor its employees shall have or hold any continuing or frequently continuing employment or contractual relationship that is substantially antagonistic or incompatible with Coral view's loyal and conscientious exercise of judgment related to this Agreement. (19) Joint Preparation. Preparation of this Agreement has been a joint effort of the City and Coral View and the resulting document shall not, solely as a matter of judicial construction , be construed more severely against one of the parties than the other. (20) Audit Rights. Pursuant to the applicable provisions of §18-100 to §18-102 of the Code of the City of Miami, as amended from time to time which are deemed as , being incorporated by reference herein, the City may audit CORAL VIEW's records relating to this Agreement , during regular business hours, at a location within the City of Miami during the term of this Agreement and for three (3) years thereafter. (21) IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. - 10- (K-0300 ) agmt coral view&city v3.0 1 1 /20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package CORPORATE SECRETARY: CORAL VIEW L.C. , a Florida Limited Liability Company By: (Print Name) Willy A. Bermello, Manager WITNESSES Print Name: Print Name: ATTEST: Date: (Affix Company/Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida By: Priscilla Thompson, City Clerk Name: Joe Arriola Title: City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: Ramona Fiumara, Acting Administrator Risk Management Department Alejandro Vilarello, City Attorney - 11- (K-0300 ) agent coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package EXHIBIT A LOCATION MAP - Street Segment - 12- (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package DRAWING NEEDED EXHIBIT B SCHEMATIC DESIGN - 13- (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package EXHIBIT C Resolution No. 03- ENABLING RESOLUTION - 14— (K-0300. ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package EXHIBIT D CONTEMPLATED SCOPE OF WORK The schedule below provides a listing of elements to be included in the development of the Street Segment that is the subject of this Agreement. TASK Design and Construction Mobilization Roadway Reconstruction (includes full scope of work) ** Landscaping (includes all sodding and planting) Surveying Geotechnical Engineering Analysis Permits MOT Testing Civil Engineering Design Fees Landscape Design Fees Note: These fees exclude the fees that are the responsibility of the developer. ** See below for breakdown Roadway;; Reconstruction Detail - TASK Design and Construction MUI and Resurfacing Curb and gutter Exfiltration Trench Valley Gutter Inlets Drainage, Pipe Driveways Striping and Signage Sidewalk - 15- (K-0300 ) agmt coral view&city v3.0 11/20/03 11-25-03 Commission Agenda Item D4.1 - SUBSTITUTE Package EXHIBIT E INSURANCE REQUIREMENTS Commercial General Liability A. Limits of Liability 1. Bodily Injury and Property Damage Liability Combined Single Limit Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 2. Products/Completed Operations Aggregate Limit per project $2,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required 1. City of Miami included as an Additional Insured 2. Products/Completed Operations - Coverage should be kept in force for a period of not less than three years from the date of which the work was performed 3. Employees included as insured 4. Personal Injury 5. Contractual Liability 6. Waiver of Subrogation 7. Premises/Operations 8. Care, Custody and Control Exclusion Removed 9. Explosion, Collapse and Underground Hazard 10. Incidental Medical Malpractice 11. Loading and Unloading 12. Mobile Equipment (Contractors Equipment) whether owned, leased, borrowed, or rented by the contractor or employees of the contractor II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Any Auto, Including Hired, Borrowed or Non -Owned Autos Combined Single Limit Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Employees included as insured Waiver of Subrogation III. Worker's Compensation Limits of Liability: Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability: $500,000 for bodily injury caused by an accident, each accident. $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit - 16— (K-0300 ) agmt coral view&city v3.0 11/20/03