HomeMy WebLinkAboutexhibitCOOPERATIVE PROJECT AGREEMENT
City of Miami - Capital Improvements & Transportation
PROJECT
ARV BRICKELL VILLAGE PUBLIC IMPROVEMENT'
Project Location:
Within the area bounded by SW 16= Avenue on the west, SW 91"
Street on the north, Brickell Plaza/SE 1" Avenue on the east
and SW 101' Street on the south
Commission
District
2
Developer
Project Manager:
'Name
George Giebels, Manager
Phone
(305) 538-0135
Fax
(305) 538-4960
Notifications
Regarding
this Document
to DEVELOPER
Address
to
Name
George Giebels, Manager
Phone
(305) 538-0135
Fax
(305) 538-4960
Enabling Legielatlor
Mailing
Address
1501 Collins Avenue, Suite 300
-Funding
SourCe.
City
Miami Beach
a
State
FL
Zip
33139
$400 000,fr�omHomeland Defense, Neighborhood ,
,Improvement Bonds:+ $600;000 from.nImpact,Fee:funds
Adoption Date
Total Estimated Project Cost:
$1,554, 375
CIP Job Number:
(if applicable)
n/a
PROJECT DESCRIPTION: Construction of specified road improvements within the public rights -of -way along
designated streets within the Protect Location defined above and as further depicted in Exhibit C incorporated by
reference, to include milling and resurfacing, reconstruction, drainage, curb and gutters, swales and sidewalk
improvements, hereinafter the "Road Improvements", plus the construction of a public plaza, located along Bricked
Plaza (SE 1't Avenue), as further depicted in Exhibit(s) A and C, to consist of landscaping, walkways, lighting and
seating, hereinafter referred to as "Plaza Improvements". The Road Improvements and the Plaza Improvements
may be referred to singly or in combination as the "City Improvements". Certain additional improvements including,
without limitation, lighting, utility adjustments and landscape materials (trees) may be incorporated into the Project
for Road Improvements at DEVELOPER'S sole cost and expense ("Developer Improvements"). For the purpose
of this Agreement, "Designated Streets" upon which Road Improvements shall be constructed are: SW 1" Avenue,
SW 9th Street, Brickell Plaza/SE 1't Avenue, SW 10th Street and S. Miami Avenue, hereinafter referred to as
"Designated Streets".
./BS j 00‘k)
COOPERATIVE PROJECT AGREEMENT
PUBLIC PURPOSE r DEVELOPER is the fee simple owner of certain real property located within the boundaries
described under Project Location above and as further depicted in Exhibit _ attached, which has frontage along
the Designated Streets, in the City of Miami, Miami -Dade County, Florida, on which it is constructing a new mixed -
use project containing approximately 382 residential units and 197,000 sf of commercial space, known and
identified as "Mary Brickell Village" (the "Development"). Said Development is, among other things, in furtherance
of the City's goal of creating market -rate housing near the downtown area.
DEVELOPER is committed to make certain improvements, valued at approximately $ to portions of the
adjacent rights -of -way ("Developer Improvements"), and thus has already engaged or will hire qualified firms to
design and construct those improvements in the right-of-way. DEVELOPER has proposed, and the City has
accepted its offer, to additionally design, engineer, and construct the Road Improvements, in addition 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.
DEVELOPER is also committed to construct a Public Plaza consisting of landscaping, walkways, lighting and
seating (describe) along Brickell Plaza (SE 1st Avenue) , a public right-of-way, between SE 9th and SE 10th Streets
which shall become subject to an easement given by DEVELOPER to the City. Because the Public Plaza will be
open and accessible to the public as an amenity for Miami residents and visitors, DEVELOPER requests that the
City assist in funding construction of the Plaza Improvements. DEVELOPER, its successors and assigns, hereby
confirms, represents and acknowledges by virtue of this Agreement, in a future Easement Agreement (as
hereinafter defined), in the Concept Plan (as hereinafter defined), and in any other related documents pertaining
thereto, that the Completed Plaza (as hereinafter defined) will perpetually remain accessible to the general public,
who will enjoy full ingress and egress to and within the Completed Plaza, and such representations will touch and
bind the Property. The Completed Plaza will be gratuitously enjoyed by the public, who will benefit from a
comfortable urban resting spot and gathering place, unencumbered and unfettered by any physical barriers or
commercial requirements, such as admission fees or any similar fee, charge or assessment,
The City of Miami has determined that the construction of the Plaza Improvements will promote the safety and
welfare of the citizens of the City by providing, among other things, landscaping, walkways, lighting and seating
within the Plaza, which will be open to the general public, and serves a valid public purpose. The City of Miami has
determined that the construction of the Plaza Improvements will promote the safety and welfare of the citizens of
the City by providing a means of transportation along a public right-of-way and will primarily benefit the general
public because such Road Improvements shall remain public right-of-way.
THIS AGREEMENT (hereinafter referred to as the "Agreement") is made and entered
into as of , 2004, with the specified effective date, by and between the CITY
OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as "CITY"),
with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130-1910 and the DEVELOPER named
above, with offices located at the DEVELOPER Street Address given above.
RECITALS:
The intent of this Agreement is to detail the
respective expectations and obligations of the parties
regarding the specified cooperative capital
improvement project (the "PROJECT') named above
and further defined in this document; and
The DEVELOPER has initiated and/or is
responsible for the completion of the PROJECT, for
which it has requested financial and/or other
assistance from the CITY; and
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The CITY has determined that PROJECT serves
a bona fide PUBLIC PURPOSE and will primarily
benefit the general public as stated hereinabove; and
DEVELOPER has submitted a Preliminary and/or
Concept Plans for the PROJECT, attached hereto as
Exhibit A, which has been approved and accepted by
the CITY as consistent with the stated Public
Purpose; and
The CITY has adopted Enabling Legislation,
referenced above and incorporated by reference as
though set forth In full, to allow the CITY'S
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participation in the PROJECT, and authorizes the
CITY MANAGER to execute the necessary
documents for this purpose.
NOW, THEREFORE, in consideration of
foregoing, the DEVELOPER and the CITY intend as
follows:
1 Definitions
1.1 City Funding Amount: shall mean the
maximum amount of funds to be provided by
the CITY to be used solely for the construction
of improvements identified and approved by
CITY identified on Exhibit B, Project Detail.
CITY has no obligation to fund any amounts in
excess of the City Funding Amount.
1.2 DEVELOPER: For purposes of this
Agreement, the term is interpreted to mean the
owner, its architects, engineers and general
contractor engaged for the Development.
1.3 DEVELOPER Project Manager: Person
designated by Developer to manage and
supervise all activities relating to the
PROJECT
1.4 Allowable Hard Costs: For purposes of this
Agreement, Project -related hard costs that
may be funded from the CITY FUNDING
AMOUNT shall be defined to mean and
include fees for labor, materials, supplies,
equipment, supervisory personnel, and
required insurance and bonding, and/or the
provision or installation of furnishings, fixtures
and equipment. There shall be no mark up on
such cost passed to the City.
1.5 Allowable Soft Costs: For purposes of this
Agreement, Project -related soft costs that may
be funded from the CITY FUNDING AMOUNT
shall be defined to mean and include fees for
professional engineers, architects, landscape
architects, surveyors, mapping, other bona fide
design professionals, and geotechnical testing.
There shall be no mark up on such cost
passed to the City.
1.6 DELIVERABLES: Items identified on Exhibit
B to be submitted to the CITY for approval
prior to proceeding to a subsequent phase or
activity of the WORK and required as a
condition for reimbursement 10 DEVELOPER.
1.7 DEVELOPER: shall mean the private entity
responsible for the PROJECT, and/or the
OWNER of the property upon which the
PROJECT is to be constructed, together with
its employees, agents and representatives.
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1.8 DIRECTOR: shall mean the CITY's Director of
the Department of Capital Improvements and
Transportation, or his/her authorized
Designee.
1.9 Eligible Expenses: Allowable Hard Costs and
Allowable Soft Costs that are identified in
Exhibit A as approved Project -related
expenses, and as such, shall be eligible for
reimbursement from the CITY FUNDING
AMOUNT.
1.10 Improvements: Shall mean the individual and
aggregate corporal elements, facilities and/or
features that are physically constructed,
enhanced and/or improved as part of the
PROJECT.
1.10.1 City Improvements: defined in Project
Description
1.10.2 Developer Improvements: defined in
Project Description
1.11 Ineligible Expenses: For purposes of this
Agreement, eligible expenses 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 any other Soft
Costs not expressly allowable by Section 1.4.
There shall be no mark up by DEVELOPER on
either Allowable Soft Costs or Allowable Hard
Costs or on related costs, that is, only the
actual, direct cost incurred by DEVELOPER
may be billed to the City for reimbursement.
1.12 PROJECT: Shall mean all activities and items,
including but not limited to the WORK,
required to provide a functional and/or useable
facility or program for the use and enjoyment
of •the public as described above and as
approved by the City Commission as
appropriate for CITY participation in whole or
in part.
1.13 PRC/PFR1�: shall mean the real property
upon which all or part of the PROJECT will be
constructed as further depicted and/or defined
in Exhibit C attached and incorporated by
reference.
1.14 WORK: Shall mean the activities and items
approved by CITY or Director, as applicable, to
be paid by the CITY FUNDING AMOUNT, and
may include Allowable Soft Costs and
Allowable Hard Costs, including the
construction of improvements and or the
provision of furnishings, fixtures and/or
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equipment, as identified in Exhibit B or
revisions thereto.
1.15 Term: Shall mean the period this agreement is
in effect, which shall commence on the
effective date until the project is completed as
stipulated in Exhibit B or five (5) years,
whichever occurs first unless cancelled earlier
as provided herein.
2 CITY Representative: Except as otherwise
stipulated herein, the DIRECTOR shall be responsible
to render direction, assistance and decisions to
DEVELOPER regarding this Agreement. The
DIRECTOR shall assign a Representative to handle
the day-to-day, ministerial and other matters relating
to this Agreement.
3 Assistance From CiTY: The CITY agrees to
provide the following:
3.1 Financial assistance in an amount not to
exceed the CITY FUNDING AMOUNT from
the designated FUNDING SOURCE for the
WORK approved by the Enabling Legislation
and as further specified in the attached Exhibit
B. Said funds will be paid on a reimbursement
basis to DEVELOPER.
3.2 Other Assistance (specify here if applicable} —
not applicable
4 DEVELOPER Responsibilities:
4.1 General: The DEVELOPER shall ensure the
completion of the WORK relating directly to the
PROJECT within the Total Estimated Project
Cost and within the Time for Performance as
specified in Exhibit B to this Agreement.
DEVELOPER shall provide a complete and
usable facility for the use and enjoyment of the
public immediately upon the conclusion of the
WORK.
4.2 Project Funding: The DEVELOPER shall
fund the cost of all WORK from its own
resources and seek reimbursement from the
CITY in the manner set forth in this
Agreement. Unless otherwise approved by the
City Commission, DEVELOPER shall not be
entitled to any unspent funds from the CITY
FUNDING AMOUNT should the WORK be
completed at a cost less than the CITY
FUNDING AMOUNT.
4.3 Additional Costs: DEVELOPER shall provide
all additional funds above the CITY FUNDING
AMOUNT to complete the PROJECT up to the
Total Estimated Project Cost, including any
Cost Overruns for the WORK, to the extent
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that the public shall have use and access to
the improvements upon completed.
4.4 Permitting and Approvals: DEVELOPER
shall be responsible to make application for
and secure allpermits and approvals
necessary for the construction of the
Improvements, including, without limitation,
that of Miami -Dade County for Improvements
to County -controlled right-of-way, namely, S.
Miami Avenue, DEVELOPER shall furnish
evidence to DIRECTOR that it has secured all
permits and approvals prior to the start of
construction.
4.5 Project Supervision: The DEVELOPER shall
manage and supervise all aspects of the
WORK including without limitation, designing,
engineering, scheduling, permitting, materials,
labor, means and methods of construction,
and the hiring of contractors, consultants, and
suppliers the like.
4.6 Progress Reports: DEVELOPER shall keep
DIRECTOR informed as to the progress of the
PROJECT by submitting regular progress
reports, at least quarterly, or more frequently
at the DIRECTOR's option.
5 Homeland Defense Bonds. Condition
Precedent: Where the CITY FUNDING SOURCE for
the FUNDING AMOUNT, or any portion thereof, has
been identified as the Limited Ad Valorem Tax Bonds,
Series 2002, "Homeland Defense / Neighborhood
Improvement Bonds" (the "Bonds"), 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 specified
PROJECT pursuant to the terms, covenants and
conditions of this Agreement. This condition has
been fully performed as the Bond Oversight Board
approved the CITY FUNDING AMOUNT for these
stated purposes at its meeting of
Land and facilities acquired, developed, improved or
rehabilitated using Bond proceeds shall be dedicated
and maintained in perpetuity for the benefit of the
general public. All sites and/or facilities receiving the
benefit . of Bond proceeds shall be open and/or
accessible to the public at reasonable times and shall
be managed in a safe and attractive manner
appropriate for public use. Equipment acquired using
Bond proceeds shall be used for a bona fide public
purpose and there shall be no resulting, or only
incidental, private benefit.
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6 Ownership Of Improvements
The parties agree that the CITY shall become the
owner of the Improvements, after the completion of
construction by DEVELOPER and upon acceptance
of the Improvements by the CITY. At the conclusion
of the construction of the Improvements,
DEVELOPER shall tender a bill of sale absolute
conveying title of the Improvements herein funded to
the CITY, free and clear of liens and encumbrances.
Said Improvements shall be subsequently maintained
on behalf of the CITY by the DEVELOPER or the
Maintaining Party (as hereinafter defined) in the
manner prescribed herein.
7 Easement
Promptly upon submission of the Construction
Documents for permitting approval, DEVELOPER
shall submit to the CITY for its review, comment and
approval, a grant of Easement Agreement for the
defined area of the Public Plaza (the "Easement
Agreement"), encompassing all property occupied by
Public Plaza Improvements funded by CITY as
reflected on the Construction Documents. Said
Improvements, once completed, and the modified
easement shall in combination be considered the
"Completed Plaza" for purposes of this Agreement
and the Easement Agreement. Once approved by
CITY, DEVELOPER shall properly record the
Easement Agreement in the Official Records Book of
the Public Records of Miami -Dade County, Florida
and provide a copy of same to CITY.
8 PROJECT Progress.
In addition to those items listed on Exhibit B as
Deliverables, the DIRECTOR or his duly authorized
designee, shall require for his review and approval all
specifications and/or preparatory or design
documents and cost estimates at progress phases
deemed appropriate by the DIRECTOR.
DEVELOPER shall duly consider and implement
comments and revisions suggested by the
DIRECTOR from such periodic reviews. Throughout
the preparatory or design process, DEVELOPER shall
use its best effort to ensure that the WORK and the
PROJECT can be completed within the CITY
FUNDING AMOUNT and Total Estimated Project
Cost, respectively.
Such Documents shall be forwarded to the
DIRECTOR for his review and approval as to
consistency with the PROJECT as presented by
DEVELOPER to CITY, and said approval by
DIRECTOR shall not be unreasonably withheld,
conditioned or delayed. In the event the DIRECTOR
fails to comment in writing on such documents in
writing within thirty (30) days of their transmittal to
him, the documents will be deemed approved without
the necessity of further action.
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9 Procurement of Construction Services
DEVELOPER shall determine, as evidenced by one
or more bids or proposals from reputable and
qualified contractors and/or suppliers, whether the
WORK and the PROJECT can be completed within
the CITY FUNDING AMOUNT and Total Estimated
Project Cost, respectively. Such evidence shall be
presented to the DIRECTOR prior to acceptance by
DEVELOPER.
In the event that all of the bids or proposals for the
WORK or PROJECT exceed the CITY FUNDING
AMOUNT or Total Estimated Project Cost,
respectively, then DEVELOPER may: a) seek
additional bids, b) contribute additional funds for the
WORK and/or PROJECT, or c) decline to implement
WORK, without penalty to either party and without
recourse by either party, except that any CITY funds
received but not disbursed will promptly refunded to
the CITY.
10 Changes to Scope of WORK: In order to
assure that the WORK and the PROJECT can be
completed within the CITY FUNDING AMOUNT and
Total Estimated Project Cost, respectively. The
DEVELOPER may request adjustments to the scope
of WORK identified in Exhibit B. Such adjustments
and any revisions to Exhibit B shall be at the sole
discretion of the DIRECTOR. 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 PROJECT as originally presented to the CITY.
11 Reimbursements and Draw Reauests.
DEVELOPER shall submit a detailed invoice or
reimbursement request, on a monthly or quarterly
basis, which complies with Florida's Prompt Payment
Act, §218.70, Fla. Slat. (2004) to the CITY for all
costs relating to the WORK performed during the
preceding period, along with reasonable
substantiating documentation as requested by the
DIRECTOR, including, without limitation, copies of
invoices and cancelled checks. Provided the WORK
has been performed, the CITY shall make payment
within thirty (30) days after the date the CITY receives
a completed reimbursement request including a
sufficiently detailed invoice. If requested by the
DIRECTOR, DEVELOPER shall substantiate Its
expenditure of the other funds for the PROJECT prior
to approving reimbursements of the CITY FUNDING
AMOUNT.
12 Maintenance of Improvements
The Completed Plaza and DEVELOPER
Improvements shall be perpetually maintained by the
DEVELOPER (as hereinafter defined) in good, clean
condition, which shall at minimum, require that the
Completed Plaza and DEVELOPER Improvements
be maintained in first-class condition. "First Class
Condition" shall require, at a minimum, that new
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COOPERATIVE PROJECT AGREEMENT
materials and/or replacement materials subsequently
used on the Completed Plaza and DEVELOPER
Improvements shall be of better or equal quality to
those used In its construction. The appearance of the
Completed Plaza and DEVELOPER Improvements
shall perpetually mirror requirements of the Concept
Plan, as approved by the CITY.
12.1 Covenant: Promptly upon submission of the
Construction Documents for permitting
approval, DEVELOPER agrees to execute and
record a covenant to run with the Property,
which provides that the DEVELOPER shall
maintain, in perpetuity, the Completed Plaza in
the manner required by this paragraph. The
covenenat shall be in a form acceptable to the
CITY and approved by the City Attorney as to
form and correctness.
12.2 The City shall be promptly notified in writing of
any change in the DEVELOPER'S composition
and/or identity.
13 No damages for Delay. In the event of any
delays to the PROJECT and/or WORK,
DEVELOPER's sole remedy shall be to seek an
extension of time from the DIRECTOR. DEVELOPER
is not entitled to delay damages under this Agreement
or under any related agreement with the City. The
CITY will not be liable for any delay damages or
darfiages 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.
14 Insurance and Bonding
14.1 Insurance: The CITY's Risk Management
Administrator shall require DEVELOPER, prior
to commencing design and/or construction for
the PROJECT, to provide evidence, consisting
of certificates or policies of insurance
documenting general and/or professional
liability insurance as detailed in the attached
Exhibit D. The City of Miami shall be a named
insured on all liability policies relating to the
PROJECT.
14.2 Payment and Performance Bond: Where
PROJECT includes the construction of
improvements, prior to commencing the
construction, DEVELOPER shall provide to the
CITY's Risk Management Administrator a copy
of the Payment and Performance Bond from
the general contractor in substantially the form
prescribed for a public construction bond by
Section 255.05, Fla. Stat. (2004). The CITY
shall be a named obligee on the Payment And
Performance Bond required by this section
which shall be in an amount not less than the
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CITY FUNDING AMOUNT allocated for those
improvements. As allowed under the
provisions of §255.05(7), Florida Statutes
(2004) the CIITY'S Risk Management
Administrator may, in writing, decide to accept
an alternative form of security in lieu of the
Payment and Performance Bond, in such form
and amounts as may be reasonably required
by the City's Risk Management Administrator.
14.3 The CITY's Risk Management Administrator
shall be given at least 30 days prior written
notice of any cancellation, lapse, or material
modification of said insurance coverage and/or
bond.
15 Indemnification
The CONSULTANT shall hold harmless, indemnify
and defend the CITY, its officials, employees and
agents harmless from any and all claims, losses and
causes of actions which may arise out of the
performance of this Agreement as a result of any act
of negligence or negligent omission, recklessness, or
intentionally wrongful conduct of the DEVELOPER.
The DEVELOPER shall pay all claims and losses of
any nature whatsoever in connection herewith and
shall defend all project -related sults, in the name of
the CITY when applicable, and shall pay all costs,
including without limitation reasonable attomey's and
appellate attorney's fees, and judgments which may
issue thereon. The DEVELOPER obligation under
this paragraph shall not be limited in any way by the
agreed upon contract price, or the DEVELOPER limit
of, or lack of, sufficient insurance protection end shall
appty to the full extent that it is caused by a negligent
act, omission, recklessness or intentional wrongful
conduct of the DEVELOPER, its agents, servants, or
representatives. This section will be construed to
conform to 725.08 Florida Statute.
16 Audit Rlahts. 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 DEVELOPER'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.
17 Compliance With Laws. DEVELOPER shall at
all times comply with all applicable municipal, county,
state and federal laws, ordinances, codes, statutes,
rules and regulations, approved development orders,
and written CITY of Miami Guidelines governing the
design and construction of the Improvements and the
granting of funds for use thereof.
18 Default, Termination.
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18.1 In the event of default, CITY shall suspend or
withhold reimbursements from DEVELOPER.
18.2 Default, and subsequent termination for cause
may include, without limitation, any of the
following:
18.2.1 DEVELOPER fails to obtain the
insurance or bonding herein required.
18.2.2 DEVELOPER fails to comply, in any
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, or any
failure to comply with this Agreement for the
Project by any authorized agent or
representative of DEVELOPER including its
architect, engineer or contractor arising by
virtue of this Agreement, beyond the
specified period allowed to cure such default.
18.2.3 DEVELOPER fails to complete the
Improvements in a timely manner as
required by this Agreement.
18.3 Termination for Cause: Force Maieure. 1n the
event of a default, which is not cured within
ninety (90) clays following the date of a written
notice mailed as provided in Section 1, the
parties shall have all rights and remedies
provided by law or equity, subject 10 the
limitations of this Agreement. The City
Manager may grant one additional 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.
18.4 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
DEVELOPER or DEVELOPER does riot
comply with any material terms, covenants or
condition provided herein within ninety (90)
days from the date of a written 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 18.3.
18.5 DEVELOPER shall have no recourse or
remedy from a termination made by the CITY
in accordance with Section 16.4 except to
retain the funds already disbursed and
demonstrably expended for the WORK, 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.
19 Miscellaneous
19.1 Enforcement. The provisions of this
Agreement may be enforced in Miami Dade
County by all appropriate actions in law and in
equity by any party to this Agreement. 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 attomey's fees. A
court of competent jurisdiction may award
court costs to a prevailing party.
19.2 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.
19.3 CITY Officials. The "CITY" is a municipal
corporation, and the City Manager as its Chief
Administrative Officer, or the DIRECTOR as
the City Manager's designee, 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.
19.4 Successes 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 funding for the
PROJECT, without the prior approval of the
Miami City Commission. The CITY is relying
on the commitment, skill and reputation of
DEVELOPER in performing this work and may
withhold or cancel funding in the event there is
any assignment, pledge, sale or other
disposition by DEVELOPER without having
first secured the approval of the City Manager
or his designee, which may be unreasonably
withheld or delayed.
19.5 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
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requested, postage prepaid, and addressed to
the City Manager and/or Director for the CITY;
and President/CEO of the DEVELOPER as
applicable 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).
19.6 Exhibits. Ail of the Exhibits attached to this
Agreement are incorporated in, and made a
part of, this Agreement.
19.7 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 18 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.
19.8 OSHA. If applicable, the DEVELOPER will
warrants that it will comply with all safety
precautions as required by federal, stale or
local laws, rules, regulations and ordinances.
The CITY reserves the right to refuse
DEVELOPER access to CITY property,
including project jobsites, if DEVELOPER
employees are not properly equipped with
safety gear in accordance with OSHA
regulations or if a continuing pattern of non-
compliance with safety regulations is exhibited
by CONSULTANT.
19.9 ADA. In the course of providing any work ,
labor or services funded by the CITY,
DEVELOPER (or its agents and
representatives, as applicable) shall
affirmatively comply with all applicable
provisions of the Americans with Disabilities
Act {"ADA"), including Titles I & II of the ADA
regarding non-discrimination on the basis of
disability, and related regulations, guidelines
and standards as appropriate. Additionally,
DEVELOPER will take affirmative steps to
ensure non-discrimination in employment of
disabled persons.
19.10 Nondiscrimination: The DEVELOPER shall not
unlawfully discriminate in the performance of
the Agreement.
19.11 No Third -Party Beneficiaries. Neither the CITY
nor DEVELOPER 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.
19.12 Authority of DEVELOPER Sianatorles. The
undersigned executing this Agreement on
behalf of DEVELOPER 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
DEVELOPER to every condition, covenant
and duty set forth herein.
19.13 Continency 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.
19.14 Joint Preparation. Preparation of this
Agreement has been a joint effort of the CITY
and DEVELOPER 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written, which shall have an effective date of
WITNESS
Signature
Print Name, Title
insert name slid description of 1eg�i ntrty}
fe
Signature
Print Name, Title of Authorized DEVELOPER Officer or
Official
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ATTEST: (Corporate Seal)
Developer Secretary
(Affirm Developer Seal, if available)
ATTEST: CITY OF MIAMI, a municipal corporation of the State
of Florida
Priscilla Thompson, City Clerk Joe Arriola, City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND CORRECTNESS:
REQUIREMENTS:
Dania Carrillo, Administrator Jorge L. Fernandez, City Attorney
Risk Management Department
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COOPERATIVE PROJECT AGREEI1JKj
EXHIBIT Al
PLAZA CONCEPT PLAN
•
4
■
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EXHIBIT B
PROJECT DETAIL
ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION
A
PROJECT ELEMENT i TASK
Soft Costs
Total Soft Cost
Hard Costs
Construction
Furnishings, Fixtures and Equipment
Total Hard Cost
PROJECT TOTALS
CITY FUNDING
AMOUNT
c
OTHER
SOURCES
SUBMITTED BY:
Date
ESTIMATED COST
TOTAL, ESTIMATED
PROJECT COST
DELIVERABLE
Estimated
Completion
Time
The Project Elements !Tasks listed above with an amount listed in Column B, CITY FUNDING AMOUNT, shall constitute the WORK; all items listed in Column A
shall constitute the PROJECT. The DEVELOPER shall complete all PROJECT Elements/Tasks described above within the time specified.
Time Of Perfromance: WORK Begins and Ends
PROJECT Begins and Ends
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APPROVED BY:
Director
Date
11r3/04
COOPERATIVE PROJECT AGREEMENT
EXHIBIT C'I
Project Plan
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EXHIBIT C2
PROPERTY DESCRIPTION
•AU. tif.Lvts I, 2, 7, 4 anti i, tl+e.Nattii Mi Feet afloat 6, t*tiher. with Let 9..Bbockt 72.S:
of'CTTY OF 1Ah.t1" according to the,Phil thereof, as evantled to ?lit Book a, Pepe 4 L.,
of tberweibtRAsurde.afMlsnil-1 a County, Florida LESS AND 1XCEI'TThE
FO1.LOW'1 tO.
'The wet* eras crt'a circular txtcvs 1'00g fl ra41uu of w' (7) rani :mg unite* *chick
ottZs kg Soh sn4 parallel volah ilia eteit rl IIni: rf S.E. ia7° wino *erns fact
W4etadk -sand petal I 1,411 the tentartine DES.B l'.Aremic,:Lrg • pectlan aCLot 3•
Block;fl-S of said 'CITY Of 511, h11'„ ataoortlaigici the Pint*too( id awarded in rig
Bonk , rags 41 pit e!WI•C Steeordi ".M4nti iele 1l. Florida.
TOGETIBilt,
ALcfLabi 1 thine 9 n
Lctussv pad Lots 10 thco gh 1$ laelu*iva, tog1th4r t Laote
t 6•i co. Sh 24,:inalnjive,.' ci
k 7.1-5 �Clf1`: C> 1ldi�LMi . ingtu Kit at theroat
es trawled in Plat S3c+ok 1, rage A i. of the Nitta Recce& aflbfiami-0ude Dainty,'
f1osida; LESS AND EXCl T THE FOL L.OWISKI
These p tieei ufL:ec.24. Bk ci 71 Stu, "Ciri• O "s icocadnd to the F1et
therraK as. recorded is Flat aackD, P00,41i aftlte I(hlle Retard' a(iiitrs1-Z Sde•
C1aLity, .Flor;dc, M4ILE I'A1t71CLJ .,rA 1.v iogsou5EP AS t
'><'l a•6a eve (5) fees of wild Lit 24 an4 the aarset,agil arcade :omen sue tw .
ve
the 1'rthw a Iwo* trt 13(10• mlrfx 1(25).f et aiad tanjeais
vAick(25) Feet North of end Nacelle] with`tbe ,veateuFroe.a(Scuth+eii "Igli' Stxcet wid 111 Y.041).
'..feet:IVITrei O'er parillel;witr'hshe c r itne-4erSouthh itttni AMatit►a
A.1.7 i' .•
A 1p,crdeie eeL i 14 of said bleak 71.5, beitt ,t}te 'internal area afairireeler isrse
'thraldom lt+ tiw •Saithea n hn.isag a cadets of 7$.00 feet and taagetrni Watch are 2t 041645
Svea1E: cat sad parallel w tits ceraseline of 5 W utb Sheet and 2 +0a roc( Eeet used
pi le ; eruct the oereadlae °ON. tat Avenue,
AND
A prtian of Lad 'l 5 of wad DledS. 71.&, *hag* Oesernla arelLosa FU it carve
oupcw.rrt the Nortitsag, hitwteg I t d1u cOS i10 Foes sari Iriegeri!*'ar ieli are 25 00
HISS Nollt of anditirell pi with itsi wnlitt litta afS W.1 Dik Sir+d' and 25,00 Teat;Earl of
and pudldl tenth the c+enierhn off W. lit :Avenue.
AND LESS:
A poilion of Lot 1 of said Block 71-S, being the Eat 5,00 Felt of said Litt 1, together
with the extarnal.:snea of a circular cw1 a concave to the Southwest, having' a radius of
25.00 fleet and tsitarenta which glare 25.00 feet South of and parallel with, the centerline cf .
S.W. +Jth Sire end 30.00 West of and parallel with the exuiterline of South Miami
Avenue.
AND LESS;
A pottian of Lot 3 of said Block 72-5, being he Rost 5 00Feet oisaid Lot. S, tog�atltes
with the external' area of a circular curyconcave SoutheesterlY, having a radius of 25,00 . r
feet and tangents which are 25,00 feet South of and parallel with the centerline of S.E.
d
9th Street end 30.00 Feet ESA of end parallel with the centerline of 5aiath Tor i Avenue.
w
AND:LFSS
The West 5.00 Feet of the North 50,00 Feet of Lot 6 of slid Block 72 5,.
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EXHIBIT C3
Location Map
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EXHIBIT D
INSURANCE REQUIREMENTS
I. Commercial General Liability
A. Limits of Liability
1. Bodily Injury and Property Damage Liability
Combined Single Limit $1,000,ODD
Each Occurrence $2,000,000
General Aggregate Limit
2. Products/Completed Operations $2,000,400
Aggregate Limit per project $,000,000
Personal and Advertising Injury
B. Endorsements Required
o City of Miami included as an Additional Insured
o Employees included as insured
o Personal Injury
o Products/Completed Operations — coverage kept in force for a period not less than 3 years from the
date work was performed
o Independent Contractors
o Contractual Liability
o Waiver of Subrogation
o Premises/Operations
o Care, Custody and Control Exclusion Removed
o Explosion, Collapse and Underground Hazard
o Incidental Medical Malpractice
o Loading and Unloading
o 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 $ 1,000,000
Any One Accident
B. Endorsements Required
City of Miami included as an Additional Insured
Employees included as insured
III. Worker's Compensation
A. Limits of Liability: Statutory -State of Florida
Waiver of subrogation
B. Employer's Liability
Limits of Liability:
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, eachemployee
$1,000,000 for bodily injury caused by disease, policy lirnit
IV. Umbrella Policy
A. Limits of Liability
Bodily Injury & Property Damage Liability $1 p00,OD0
Combined Single Limit Each Occurrence $1,000,000
Aggregate
Products & Completed Operations, Aggregate Lirnit $2,000,000
B. Excess Coverage over the policies as follows:
Commercial General Liability
Business Automobile Liability
Employers liability
V. Professional Liablllty!Errors and Omissions Coverage $1,000,ODD
Combined Single Limit, Each Occurrence $1,Q00,000
General Aggregate
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