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PROJECT CO-OPERATION AGREEMENT docl isntri ,
GRANTEE: Miami Arts Museum of Dade County Association, Inc.
PROJECT: Miami Arts Museum
Project Location: Miami Bicentennial Park
commission 2 (Winton)
District
Grantee Project
Manager:
Name
Jose Garcia, Deputy Director
Phone
305-375-1710
Fax
305-375-1725
Notifications
Regarding
this Document
Address to
Name
Jose Garcia, Deputy Director
Phone
above
Fax
above
Mailing
Address
Miami Art Museum, 101 West Flagler
CITY
Miami
State
FL
Zip
33'130
Street
Streets
same
Miami
FL
33'130
CITY FUNDING AMOUNT: $700,000
Funding Source Miami Art Museum — Bicentennial Park
Enabling Legislation: Resolution 05-
Adoption Date 03/24/2005
Total Estimated Project Cost: $1,400,000
CIP Job Number:
Rif applicable)
Prj333144
Project Description: Planning, development and project management activities relating to the
construction of Miami Art Museum to be located at the CITY's Bicentennial Park, hereinafter referred to as
"PROJECT".
THIS AGREEMENT (hereinafter referred to as the "AGREEMENT") is made and
entered into as of , 2005, with the specified effective date, by and between the
CITY OF MIAMI, a municipal corporation of the Stare of..F,lpri tk(he ejnpfter referred to as
"CITY"), with offices at 444 S.W. 2nd'Avelhu'lllliar e,'ni, °Florida 33130-1910 and "iIig'GRAN E
named above, with offices located at the Grantee Street Address given above.
RECITALS:
The intent of this Agreement is to outline 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.
The GRANTEE has initiated and/or is responsible
for the completion of the PROJECT, for which it has
requested financial assistance from the CITY for
payment of certain allowable costs and expenses.
The CITY has adopted Enabling Legislation,
referenced above and incorporated by reference as
though set forth in full, to verity the paramount public
purpose of the PROJECT, 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.
WHEREAS, GRANTEE is to be the operator of
the PROJECT which will be a public museum, offering
a first class art collections, exhibitions, classes and
courses which will be located in an approved site in
the CITY of Miami Bicentennial Park (the "Museum
Site") for not less than twenty-five (25) years from the
date its doors open to the public;
WHEREAS, the Miami Art Museum to be located
at the Museum Site will further enhance the public
arts in an area adjacent to the future Miami -Dade
County Performing Arts Center, projected to open in
2006, and will further enhance the artistic and cultural
Project Cooperative Agreement
.-5 Q*0063`
K-04
vibrancy and life of the CITY, and of its residents and
visitors;
WHEREAS, the PROJECT will be a significant
community asset, and the grant funds appropriately
employed by the GRANTEE in accordance with this
Agreement serve an important public purpose, and
accordingly the CITY has agreed to make the Grant to
the GRANTEE under the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of
foregoing, the GRANTEE and the CITY intend as
follows:
1 Definitions
1.1 CITY FUNDING AMOUNT: shall mean the
dollar amount specified in the table on page 1
of this Agreement offered in support of the
PROJECT.
1.2 DELIVERABLES: Items identified on Exhibit A
to be submitted to the CITY for approval prior
to proceeding to a subsequent task or activity
of the WORK and required as a condition for
reimbursement.
1.3 DIRECTOR: shall mean the CITY's Director of
the Department of Capital Improvements, or
his authorized Designee.
1.4 ELIGIBLE EXPENSES: For purposes of this
Agreement, Project -related 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, planning professionals
and related materials, and geotechnical
testing. There shall be no mark up on such
cost passed to the CITY. All persons and/or
firms engaged shall be duly licensed and
certified as required by the laws of the State of
Florida. These costs are identified in Exhibit A
as approved Project -related expenses, and as
such, shall be eligible for reimbursement from
the CITY FUNDING AMOUNT.
1.5 GRANTEE: A Florida not -for -profit corporation
existing under the laws of the State of Florida.
1.6 GRANTEE Project Manager: Person
designated by Grantee to manage and
supervise all activities relating to the
PROJECT.
1.7 INELIGIBLE EXPENSES: For purposes of this
Agreement, eligible expenses may not be used
for payment to employees, employee benefits,
day-to-day expenses, payroll, lobbyists, legal
counsel, or other obligations, debts, liabilities
or costs or GRANTEE. In addition, 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 costs not expressly allowable by Section
1.3. There shall be no mark up by GRANTEE
on any costs, that is, only the actual, direct
cost incurred by GRANTEE may be billed tci
the CITY for reimbursement.
1.8 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.
1.9 WORK: Shall mean the activities and items
approved by CITY (or Director) to be paid by
the CITY FUNDING AMOUNT, as identified in
Exhibit A or revisions thereto.
1,10 TERM; Shall mean the period this agreement
is in effect, which shall commence on the
effective date and shall terminate no later than
three (3) years from the effective date. The
CITY shall provide the option to renew for
additional one (1) year periods upon the
CITY's approval for satisfactory performance
and progress.
2 CITY Representative: Except as otherwise
stipulated herein, the DIRECTOR shall be responsible
to render direction, assistance and decisions to
GRANTEE 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 $700,000, 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 A. CITY shall have no
obligation to fund any amounts in excess of
the CITY FUNDING AMOUNT. Said funds will
be paid on a reimbursement basis to
GRANTEE as set forth in Section 10 herein.
3.2 Other Assistance — not applicable
4 Grantee Responsibilities:
4.1 The GRANTEE shall ensure the timely and
satisfactory completion of the WORK relating
directly to the PROJECT within the Total
Estimated Project Cost and within the Time for
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Project Cooperative Agreement K-04
Performance as specified in Exhibit A to this
Agreement.
4.2 GRANTEE shall provide all additional funds
above the CITY FUNDING AMOUNT to
complete the PROJECT up to the Total
Estimated Project Cost, including without
limitation any Cost Overruns and/or change
orders for the WORK.
4.3 The GRANTEE 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.
4.4 The GRANTEE 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.
4.5 Any advance payment of the CITY FUNDING
AMOUNT and funds of the GRANTEE shall be
maintained in separate and independent bank
accounts to be used solely and exclusively for
the PROJECT. Any interest accruing from any
advance of City funds shall be regularly
reported and repaid to the City.
4.6 Unless otherwise approved by the CITY
Commission, GRANTEE 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.
4.7 If the cost of completion of the Project is less
than the FUNDING AMOUNT, one hundred
percent of the savings shall accrue to the
CITY.
5 Ownership: The parties agree that the CITY
shall be the owner of the documents, plans,
specifications and permits created by virtue of the
CITY FUNDING AMOUNT, which shall be made
freely available to GRANTEE for its use in connection
with the PROJECT, provided however, That the City of
Miami retains ultimate ownership.
6 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 halt
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.
7 Project Progress.
In addition 10 those items listed on Exhibit A as
Deliverables, the DIRECTOR or his duly authorized
designee, may 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. GRANTEE
shall duly consider and implement comments and
revisions suggested by the DIRECTOR from such
periodic reviews. Throughout the preparatory or
design process, GRANTEE 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
GRANTEE 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.
GRANTEE shall keep DIRECTOR informed as to the
progress of the PROJECT by submitting progress
reports quarterly within 30 days of the month following
the end of each quarter ending December 31, March
31, June 30 and September 30. The report should
provide information regarding project status, activities,
funding raised and expended.
8 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
GRANTEE may request adjustments to the scope of
WORK identified in Exhibit A. Such adjustments and
any revisions to Exhibit A shall be at the sole
discretion of the DIRECTOR. There shall be no
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Project Cooperative Agreement K-04
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.
9 Match Required:
The GRANTEE shall identify, secure and expend an
amount equal to the CITY FUNDING AMOUNT of
$700,000 as the required matching funds for the
Work. At the request of DIRECTOR, GRANTEE shall
furnish such evidence of matching funds as
DIRECTOR deems appropriate, including submittal of
an audited financial statement prepared by and
Independent Certified Public Accountant. Any portion
of the GRANTEE match funds not substantiated will
result in a proportionate reduction in the CITY
FUNDING AMOUNT of $700,000.
The use of Matching Funds shall be restricted to the
Eligible Expenses defined herein. Any expenditure of
Matching Funds occurring before August 2002 are not
Eligible Expenses.
10 Reimbursement Requests.
10.1 The Reimbursement request will be payable
no earlier than forty five (45) days following the
execution of this Agreement.
10.2 GRANTEE shall submit a detailed invoice or
reimbursement request, as required by Section
3.1, which complies with Florida's Prompt
Payment Act, §218.70, Fla. Stat. (2003) to the
CITY for ail Eligible Expenses 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 forty-five (45)
days after the date the CITY receives a
completed reimbursement request including a
sufficiently detailed invoice.
10.3 DIRECTOR, in his/her sole discretion, may
approve advance payments to GRANTEE of
not more than 10% of the available balance of
the CITY FUNDING AMOUNT upon receipt of
written request justifying, in DIRECTOR'S sole
opinion, the need for such advance payment.
A percentage of all advance payments shall be
deducted from all subsequent reimbursement
requests until such time that the advance
payment is covered 100%. Verification and
substantiation as to the use of all advance
payments shall be as stated above. The
DIRECTOR has the right to retain a portion of
the CITY FUNDING AMOUNT equal to all
advance payments until such time as the
advance payments are properly documented.
10.4 City will not make reimbursement of any
expenses occurring before August 2002.
11 No damages for Delay. In the event of any
delays to the PROJECT and/or WORK, GRANTEE'ss
sole remedy shall be to seek an extension of time
from the DIRECTOR. GRANTEE 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 damages in any way
attributable to performing work out of sequence,
acceleration claims, Eichlea formula claims, or other
similar type claims, work slow downs, inefficiencies,
sequencing issues, strikes, lockouts, reduced
productivity, or even Acts of God.
12 Insurance and Bonding
12.1 Insurance: The CITY's Risk Management
Administrator reserves the right to require
GRANTEE, prior to commencing the WORK,
to provide the CITY's Risk Management
Administrator with evidence, consisting of
certificates or policies of insurance
documenting: (a) builder's risk insurance
(applicable for construction projects only); and
(b) general liability insurance, (c) professional
liability insurance. The CITY of Miami shall be
a named insured on all liability policies relating
to the WORK except professional liability
policies. See Exhibit C.
12.2 Payment and Performance Bond: Where
WORK includes the construction of
improvements, prior to commencing the
WORK, GRANTEE 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. (2003). 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
CITY FUNDING AMOUNT allocated for those
improvements. As allowed under the
provisions of §255.05(7), Florida Statutes
(2003) the CITY'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.
12.3 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.
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Project Cooperative Agreement K-04
13 Indemnity
The GRANTEE shall indemnify and hold harmless the
CITY and its officers, employees, agents and
instrumentalities from any and all liability, losses or
damages, including attorneys' fees and costs of
defense, which the CITY or its officers, employees,
agents or instrumentalities may incur as a result of
claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of,
relating to or resulting from the performance of this
agreement by the GRANTEE or its employees,
agents, servants, partners, principals or
subcontractors. The GRANTEE shall pay all claims
and losses in connection therewith and shall
investigate and defend all claims, suits or actions of
any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall
pay all costs, judgments, and attorneys' fees which
may issue thereon. Provided, however, this
indemnification, when applied to negligence actions,
shall only be to the extent and within the limitations of
Section 768.28, Florida Statutes, subject to the
provisions of that statute whereby the GRANTEE
shall not be held liable to pay a personal injury or
property damage claim or judgment by any one
person which exceeds the sum of $100,000, or any
claim or judgment or portions thereof, which, when
totaled with all other claims or judgment paid by the
government entity arising out of the same incident or
occurrence, exceed the sum of $200,000 from any
,4 and all personal injury or property damage claims,
liabilities, losses or causes of action which may arise
as a result of the negligence of the GRANTEE. The
limitations in Section 768.28, Florida Statute shall only
apply to indemnity claims relative to negligence
actions, otherwise (e.g. for contract and all other civil
actions) this indemnity is not so limited.
14 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 GRANTEE'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.
15 Compliance With Laws. GRANTEE 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 written CITY of Miami
Guidelines governing the design and construction of
the Improvements and the granting of funds for use
thereof.
16 Miscellaneous
16,1 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 attorney's fees. A
court of competent jurisdiction may award
court costs to a prevailing party.
16,2 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.
16.3 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.
16.4 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 funding for the
PROJECT, without the prior approval of the
Miami CITY Commission. The CITY is relying
on the commitment, skill and reputation of
GRANTEE in performing this work and may
withhold or cancel funding in the event there is
any assignment, pledge, sale or other
disposition by GRANTEE without having first
secured the approval of the CITY Manager or
his designee, which may be unreasonably
withheld or delayed.
16.5 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
requested, postage prepaid, and addressed to
the CITY Manager and/or Director for the
CITY; and President/CEO of the GRANTEE 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).
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Project Cooperative Agreement K-Q4
I
16.6 Construction. 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.
16.7 Exhibits. All of the Exhibits attached to this
Agreement are incorporated in, and made a
part of, this Agreement.
16.8 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 17 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.
16.9 OSHA. The GRANTEE warrants that it will
comply with all safety precautions as required
by federal, state or local laws, rules,
regulations and ordinances. The CITY
reserves the right to refuse GRANTEE access
to CITY property, including project jobsites, if
GRANTEE 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 GRANTEE.
16.10 ADA. In the course of providing any work,
labor or services funded by the CITY,
GRANTEE (or its agents and representatives,
as applicable) shall affirmatively comply with
all applicable provisions of the Americans with
Disabilities Act ("ADA") including Titles 1 & II of
the ADA regarding non-discrimination on the
basis of disability, and related regulations,
guidelines and standards as appropriate.
Additionally, GRANTEE will take affirmative
steps to ensure non-discrimination in
employment of disabled persons.
17 Default, Termination.
17.1 In the event of default, CITY shall suspend or
withhold reimbursements from GRANTEE.
The GRANTEE agrees to repay the CITY on
or before thirty (30) days from the date the City
Manager declares default of the Agreement
that has not been cured to the satisfaction of
the City Manager in accordance with Section
17.3 of this Agreement. In the event of default
the FUNDING AMOUNT will be considered a
loan from the CITY and the CITY may institute
any civil actions available by virtue of Florida
law, including without limitation, moneys lent
and/or open account, among others, to recover
such funds. Any amounts not paid when duet
shall accrue interest at the highest rate
permitted by Florida law.
17.2 Default, and subsequent termination for cause
may include, without limitation, any of the
following;
17.2.1 GRANTEE fails to obtain the insurance
or bonding herein required.
17.2.2 GRANTEE 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.
17.2.3 GRANTEE fails to complete the
Improvements in a timely manner as
required by this Agreement.
17.3 Termination for Cause; Force Majeure. 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 16.5, the
parties shall have all rights and remedies
provided by law or equity, subject to 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.
17.4 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 GRANTEE or GRANTEE does not 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 17.3.
17.5 The laws of the State of Florida shall govern
this Agreement. Venue in any civil actions
between the parties shall be in Miami -Dade
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Project Cooperative Agreement K-04
County, Florida. In order to expedite the
conclusion of any civil actions instituted by
virtue of this Agreement the parties voluntarily
and mutually waive their respective rights to
demand a jury trial or to file permissive
counterclaims in civil actions between them.
Each party shall bear their own attorney's fees.
18 No Third -Party Beneficiaries. Neither the
CITY nor GRANTEE 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 Authority of GRANTEE Signatories. The
undersigned executing this Agreement on behalf of
GRANTEE has authority of record pursuant to the
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
attached Corporate Resolution, and all applicable
laws of the State of Florida to act on behalf of and
bind GRANTEE to every condition, covenant and
duty set forth herein.
20 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.
WITNESS
Signature
Print Name, Title
ATTEST:
Grantee Board Designee
(Affix Grantee Seal)
ATTEST:
Priscilla Thompson, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Dania Carrillo, Administrator
21 Joint Preparation, Preparation of this
Agreement has been a joint effort of the CITY and
GRANTEE 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.
GRANTEE, Miami Arts Museum of Dade County
Association, Inc., a Florida Not -For -Profit
Corporation
Signature
Print Name, Title of Authorized GRANTEE Officer or Official
CITY OF MIAMI, a municipal corporation of the State
of Florida
Joe Arriola, City Manager
APPROVED AS TO FORM AND CORRECTNESS:
Jorge L. Fernandez, City Attorney
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Project Cooperative Agreement K-04
Risk Management Department
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Project Cooperative Agreement K-04
EXHIBIT A
DETAILED PROJECT INFORMATION
ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION
SUBMITTED BY:
Date
A
PROJECT ELEMENT / TASK
B
CITY FUNDING
AMOUNT
C
OTHER
SOURCES
D
ESTIMATED COST
E
DELIVERABLE
F
Estimated
Completion
Time
Soft Costs
Project Initiation — Public Charette
$200,000
$115,000
$315,000
Charette production expenses (refreshments, rentals)
Charette consultants
Engagement letters
Charrette materials (displays)
Final Report
$200,000
$275,000
$475,000
Final Report
Project PLANNING
Financial Feasibility Study
Study consultant
Engagement letters
Preliminary & final reports
Prelim & final
reports
PROJECT MANAGEMENT
$300,000
$310,000
$610,000
Engage Consultants
Engagement of Project Mgmt Consultant
Agmt/Engmt ltr
Engagement of Specialized Consultants
Agmt/Engmt It
Development & Planning
Preliminary & final reports
Prelim & final
reports
Engage Design Consultant
Solicitation docs
Total Soft Cost (current)
$700,000
$700,000
$1,400,000
Hard Costs
Construction
$96,600,000
$96,600,000
Furnishings, Fixtures and Equipment
$3,400,000
$3,400,000
Total Hard Cost
$100,000,000
$100,000,000
PROJECT TOTALS
$700,000
$100,700,000
•
$101,400,000
TOTAL ESTIMATED
PROJECT COST
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 GRANTEE shall complete all PROJECT Elements/Tasks described above within the time specified.
Time Of Performance: WORK Begins and Ends
PROJECT Begins and Ends
_9_
APPROVED BY:
Date
Director
Project Cooperative Agreement
K-04
EXHIBIT B
ENABLING LEGISLATION
-10—
Project Cooperative Agreement K-04
EXHIBIT C
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE-
(MIAMI ARTS MUSEUM)
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Each Occurrence
General Aggregate Limit
Products/Completed Operations
Aggregate Limit per project
Personal and Advertising Injury
B. Endorsements Required
$1,000,000
$2,000,000
$2,000,000
$1,000,000
City of Miami included as an Additional Insured
Employees included as insured
Independent Contractors Coverage
Contractual Liability
Waiver of Subrogation
Premises/Operations
Care, Custody and Control Exclusion Removed
Explosion, Collapse and Underground Hazard
Incidental Medical Malpractice
Loading and Unloading
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
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Employees included as insured
Waiver of Subrogation
- 11 —
Project Cooperative Agreement K-04
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
IV. 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, each employee
$1,000,000 for bodily injury caused by disease, policy limit
V. Umbrella Policy
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit $1,000,000
Each Occurrence $1,000,000
Aggregate $1,000,000
Products/Completed Operations
Aggregate Limit $2,000,000
VI. Owners Contractors Protective (applicable for Construction projects only)
Limits of Liability
Each Occurrence $1,000,000
Aggregate $1,000,000
VII. Professional Liability/Error's & Omissions Coverage
Combined Single Limit
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Deductible -Not to Exceed 10%
VIII. Builders' Risk (applicable for Construction projects only)
Limits of Liability- to be determined by according the terms of the
Construction contract.
Endorsements Required
"All Risk Form
Non -Reporting Form -Completed Value
Specific Coverage (Project Location and Description)
• Loss or Damage to building material, and property of
every kind and description, including insured's property
- 12 —
Project Cooperative Agreement
K-04
to be used in, or incidental to construction
• Business Interruption
• Boiler and Machinery
• Transit
• Foundation Coverage
• Scaffolding and Forms Coverage
• Plans, Blueprints, and Specifications coverage
• Collapse
• Flood, including inundation, rain, seepage, and water damage
• Earthquake
• Subsidence
• Windstorm including hurricane
• Freezing and Temperature Extremes or changes coverage
• Ordinance or buildings laws
• Theft or Burglary
• Coverage for loss arising out of Faulty Work or Faulty Materials
• Coverage for loss arising out of Design Error or Omission
• Testing
• Debris Removal
• Soft (Additional Financing) Costs Coverage
• Replacement Cost Valuation
• Coinsurance Requirements Waived
k • Maintenance of Insurance Coverage through warranty period
All insurance policies required above shall be issued by companies authorized to do
business under the laws of the State of Florida, with the following qualifications:
The company must be rated no Tess than "A" as to Management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent,
subject to the approval of the City's Risk Management Division.
-13—
Project Cooperative Agreement K-04
SST/�li��
PROJECT CO-OPERATION AGREEMENT
GRANTE - : Miami Arts Museum of Dade County Association, Inc.
PROJECT: Miami Arts Museum
Project I,oaa 'on: Miami Bicentennial Park
Winton
District Commission 2 (Winton)
Grantee Project
Manager:
Name
Jose Garcia, Deputy Director
Phone
305-375-1710
Fax
305-375-1725
Notifications
Regarding
thin Document
Addxea= to
Name
Jose Garcia, Deputy Director
Phone
above
Fax
above
Mailing
Address
Miami Art Museum, 101 West Flagler
CITY
Miami
State
FL
Zip
33'130
street
Add ees
s- 4 e
Miami
FL
33130
y_,
CITY FUNDING AMOUNT: $700,000
Funding Source Miami Art Museum — Bicentennial Park
Enabling Legislation: Resolution 15-
Adoption Date 03/24/2005
Tota]. Estimated Project Cost: St- 00,000
CIP Job Number:
(if appliea2ia(
Prj 333144
Project Description: Planning, develop ent and project management activities relating to the
construction of Miami Art Museum to be located at th= ITY's Bicentennial Park.
THIS AGREEMENT (hereinafter referred to
entered Into as of , 2005, with the spec/
CITY OF MIAMI, a municipal corporation of the State o
"CITY"), with offices at 444 S.W. 2"4 Avenue, Miami, Florid
named above, with offices located at the Grantee Street Addres
s the "AGREEMENT") is made and
d effective date, by and between the
Florida (hereinafter referred to as
33130-1910 and the GRANTEE
given above.
B ES I I A L A: CITY MANAGE
documents for this
The intent of this Agreement is to outline 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.
The GRANTEE has initiated and/or is responsible
for the completion of the PROJECT, for which It has
requested financial assistance from the CITY for
payment of certain allowable costs and expenses.
The CM( has adopted Enabling Legislation,
referenced above and incorporated by reference as
though set forth in full, to allow the CITY'S
participation in the PROJECT, and authorizes the
Project Cooperative Agreement
to execute the necessary
rpose.
WHEREAS, GRA
the PROJECT which will
a first class art collection
courses which will be locat
the CITY of Miami Bicenten
Site") for not Tess than twenty
Its doors open to the public;
TEE is to be the operator of
e a public museum, offering
exhibitions, classes and
d in an approved site in
lal Park (the "Museum
0) years from the date
WHEREAS, the Miami Art Mu
et the Museum Site will further e
arts in an area adjacent to the fu
County Performing Arts Center, proje
2008, and will further enhance the artist
vibrancy and Ilfe of the CITY, and of Its
visitors;
sum to be located
ance the public
re Miami -Dade
ed to open in
and cultural
idents and
K-t)4
WHEREAS, the PROJECT will be a significant
c mmunity asset, and the grant funds appropriately
e .loyed by the GRANTEE in accordance with this
Agreement serve an important public purpose, and
accor.' gly the CITY has agreed to make the Grant to
the GR ' NTEE under the terms and conditions set
forth here
NOW, THEREFORE, in consideration of
foregoing, the GRANTEE and the CITY intend as
follows:
1 Definitions
1.1 s I ; : = Itenta identified on Exhibit A
to be submittes to the CITY for approval prior
to proceeding to subsequent task or activity
of the WORK an required as a condition for
reimbursement.
1.2 DIRECTOR: shall mea the CITY's Director of
the Department of Cap =1 Improvements, or
his authorized Designee.
1.3 j;LIGISJ-R EXPENSESS: For 4urpoaes of this
Agreement, Project -related cos that may be
funded from the CITY FUNDI AMOUNT
shall be defined to mean and Inci 4e fees for
professional engineers, architects, ndscape
architects, surveyors, mapping, other • •na fide
design professionals, planning prates. •nais
and related materials, and geotech ical
testing. There shall be no mark up on a h
coat passed to the CITY. All persona end/
firms engaged shall be duly licensed and
certified as required by the laws of the State of
Florida. These costs are identified in Exhibit A
as approved Project -related expenses, and as
such, shall be eligible for reimbursement from
the CITY FUNDING AMOUNT.
1.4 GRANTEE, A Florida not -for -profit corporation
existing under the laws of the State of Florida.
1.5 GRANTEE Protect Manager: Person
designated by Grantee to manage and
supervise all activities relating to the
PROJECT.
1.8 INELIQIBLE EXPENSES: For purposes of this
Agreement, eligible expenses may not be used
for payment to employees, employee benefits,
day-to-day expenses, payroll, lobbyists, legal
counsel, or other obligations, debts, liabilities
or costs or GRANTEE. In addition, 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 costs not expressly allowable by Section
1.3. There shall be no mark up by GRANTEE
on any costs, that is, only the actual, direct
-2—
Project Cooperative Agreement K-04
cost incurred by GRANTEE may be billed to
the CITY for reimbursement.
1.7 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.
1.8 WORK: Shall mean the activities and items
approved by CITY (or Director) to be paid by
the CITY FUNDING AMOUNT, as identified in
Exhibit A or revisions thereto.
1.9 TERM: Shall mean the period this agreement
is in effect, which shall commence on the
effective date and shall terminate no later than
three (3) years from the effective date, The
CITY shall provide the option to renew for
additional one (1) year periods upon the
CITY's approval for satisfactory performance
and progress.
2 CITY Rgpreeentatiye: Except es otherwise
stipulated herein, the DIRECTOR shall be responsible
to render direction, assistance and decisions to
GRANTEE regarding this Agreement. The
DIRECTOR shall assign a Representative to handle
the day-to-day, ministerial and other matters relating
to this Agreement.
3 4ssistaricr@ from CITY: The CITY agrees to
provide the following:
3.1 Financial assistance in an amount not to
exceed $700,000, 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 A. CITY shall have no
obligation to fund any amounts In excess of
he CITY FUNDING AMOUNT. Said funds will
b: paid on a reimbursement basis to
GNTEE as set forth in Section 10 herein.
3.2 Other slstance — not applicable
4
4.1 The GRANT shall ensure the timely and
satisfactory co •letion of the WORK relating
directly to the • - OJECT within the Total
Estimated Project C•:t and within the Time for
Performance as specs'=d in Exhibit A to Ibis
Agreement.
4.2 GRANTEE shall provide all -dditional funds
above the CITY FUNDING • MOUNT to
complete the PROJECT up t' the Total
Estimated Project Cost, Includin: without
limitation any Cost Overruns and/or change
orders for the WORK,
The GRANTEE shall manage and supervise
all aspects of the WORK including without
limitation, designing, engineering, scheduling,
ermltting, materials, labor, means and
thods of construction, and the hiring of
co actors, consultants, and suppliers the like,
4.4 The s'ANTEE shall fund the cost of all
WORK om its own resources and seek
reimburse ent from the CITY in the manner
set forth in t s Agreement.
4.6 Any advance p ment of the CITY FUNDING
AMOUNT and fu 's of the GRANTEE shall be
maintained in sepa -te and independent bank
accounts to be used •lely and exclusively for
the PROJECT. Any int eat accruing from any
advance of City funds shell be regularly
reported and repaid to the • ty.
4.6 Unless otherwise approved ,y the CITY
Commission, GRANTEE shall n• be entitled
to any unspent funds from the CI UNDING
AMOUNT should the WORK be co Meted at
a cost less than the CITY F DING
AMOUNT.
r 4.7 if the cost of completion of the Project is les
than the FUNDING AMOUNT, one hundred
percent of the savings shall accrue to the
CITY.
5 Ownereh(il The parties agree that the CITY
shall be the owner of the documents, plans,
specifications and permits created by virtue of the
CITY FUNDING AMOUNT, which shall be donated
back to GRANTEE far its use in connection solely
with the PROJECT, provided however, that the City of
Miami retains ultimate ownership.
6 J-omeiand Defense Bonde, _Condition
ptegedenl; 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.
7 Project Proares@.
In addition to those Items listed on Exhibit A as
Deliverables, the DIRECTOR or his duly authorized
designee, may 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. GRANTEE
shall duly consider and implement comments and
revisions suggested by the DIRECTOR from such
periodic reviews. Throughout the preparatory or
design process, GRANTEE 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 this
DIRECTOR for his review and approval as to
consistency with the PROJECT as presented by
GRANTEE to CITY, and said approval by DIRECTOR
shall not be unreasonably withheld, conditioned or
delayed. In the event the DIRECTOR falls to
comment in writing on such documents In writing
within thirty (30) days of their transmittal to him, the
cuments will be deemed approved without the
n essity of further action.
GRA E shall keep DIRECTOR informed as to the
progress of the PROJECT by submitting progress
reports qu erly within 30 days of the month following
the end of e= quarter ending December 31, March
31, June 30 a d September 30, The report should
provide informal • regarding project status, activities,
funding raised and expended,
8
assure that the WORK nd
completed within the Ci
Total Estimated Project
GRANTEE may request adJus
WORK identified in Exhibit A.
any revisions to Exhibit A she
discretion of the DIRECTOR. T
modification in scope that, solely In th
DIRECTOR, negatively impacts or
standards of quality or aesthetics incor
the PROJECT as originally presented to the
In order to
the PROJECT can be
UNDING AMOUNT and
oat, respectively, the
ents to the scope of
ch adjustments and
be at the sole
re shall be no
opinion of the
educes the
rated Into
ITV.
-3—
Project Cooperative Agreement K-04�,
9 Match Reautrot
The GRANTEE shall Identify, secure and expend an
mount equal to the CITY FUNDING AMOUNT of
$ .0,000 as the required matching funds for the
Wo . At the request of DIRECTOR, GRANTEE shall
fulfils t such evidence of matching funds as
DIRE ' OR deems appropriate, including submittal of
an audi d financial statement prepared by and
Independ: t Certified Public Accountant, Any portion
of the GRA TEE match funds not substantiated will
result in a .ropartionate reduction in the CITY
FUNDING AM+ UNT of $700,000.
The use of Match
Eligible Expenses
Matching Funds occ
Eligible Expenses.
g Funds shall be restricted to the
fined herein. Any expenditure of
ring before August 2002 are not
10 - to r euent
10,1 The Reimbursement quest will be payable
no earlier than forty five 5) days following the
execution of this Agreeme .
10.2 GRANTEE shall submit a de =fled invoice or
reimbursement request, as requ =d by Section
3,1, which complies with Flori• :'s Prompt
Payment Act, §218.70, Fla, Stat. (2k.3) to the
CITY for all Eligible Expenses relati : 10 the
WORK performed during the preceding . -riod,
along with reasonable substanti= ing
documentation as requested by
DIRECTOR, including, without limitation,
copies of invoices and cancelled checks.
Provided the WORK has been performed, the
CITY shall make payment within forty-five (46)
days after the date the CITY receives a
completed reimbursement request including a
sufficiently detailed invoice.
10.3 DIRECTOR, in his/her sole discretion, may
approve advance payments to GRANTEE of
not more than 10% of the available balance of
the CITY FUNDING AMOUNT upon receipt of
written request justifying, in DIRECTOR'S sole
opinion, the need for such advance payment.
A percentage of all advance payments shall be
deducted from all subsequent reimbursement
requests until such time that the advance
payment is covered 100%. Verification and
substantiation as to the use of all advance
payments shall be as stated above. The
DIRECTOR has the right to retain a portion of
the CITY FUNDING AMOUNT equal to ail
advance payments until such time as the
advance payments are properly documented.
10.4 City will not make reimbursement of any
expenses occurring before August 2002.
-4--
Project Cooperative Agreement
11 No demapes for Delay. In the event of any
delays to the PROJECT and/or WORK, GRANTEE'S
sole remedy shall be to seek an extension of time
from the DIRECTOR. GRANTEE 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 damages in any way
attributable to performing work out of sequence,
acceleration claims, Eichlea formula claims, or other
similar type claims, work slow downs, inefficiencies,
sequencing issues, strikes, lockouts, reduced
productivity, or even Acts of God.
12 Insurance and Bonding
12,1 jnsttrance: The CITY's Risk Management
Administrator reserves the right to require_
GRANTEE, prior to commencing the WORK,
to provide the CITY's Risk Management
Administrator with evidence, consisting of
certificates or policies of Insurance
documenting: (a) builder's risk insurance
(applicable for construction projects only); and
(b) general liability insurance, (c) professional
liability insurance. The CITY of Miami shall be
a named insured on all liability policies relating
to the WORK except professional liability
policies. See Exhibit C.
12.2 Payment acid Performance_ Bond: Where
WORK includes the construction of
Improvements, prior to commencing the
WORK, GRANTEE 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. (2003). 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
CITY FUNDING AMOUNT allocated for those
provements. As allowed under the
visions of §266.06(7), Florida Statutes
the CITY'S Risk Management
strator may, in writing, decide to accept
alive form of security in Ileu of the
nd Performance Bond, In such form
s as may be reasonably required
Risk Management Administrator.
p`
(20
Adm
an alt
Paymen =
and amou
by the CITY'
12.3 The CITY's Rls Management Administrator
shall be given at =aat 30 days prior written
notice of any cane ation, lapse, or material
modification of said in ranee coverage and/or
bond,
13 indemnity
The GRANTEE shall indemnify and ho , harmless the
CITY and Its officers, employees, =gents and
instrumentalities from any and all liabillt losses or
K-04
damages, including attorneys' fees and costs of
efense, which the CITY or its officers, employees,
nts or Instrumentalities may incur as a result of
a, demands, sults, causes of actions or
Inge of any kind or nature arising out of,
or resulting from the performance of this
by the GRANTEE or ila employees,
rvants, partners, principals or
The GRANTEE shall pay all claims
connection therewith and shall
nd all claims, suits or actions of
the name of the CITY, where
allele proceedings, and shall
and attorneys' fees which
rovided, however, this
to negligence actions,
(thin the limitations of
s, subject to the
the GRANTEE
rsonal injury or
by any one
000, or any
Ich, when
d by the
dent or
any
s,
a
clai
proce
relating
agreemen
agents,
subcontractors.
and losses in
investigate and de
any kind or nature
applicable, Including a
pay all costs, judgment
may Issue thereon.
Indemnification, when appli
shall only be to the extent and
Section 768.28, Florida Stat
provisions of that statute where
shall not be held liable to pay a
property damage claim or judgme
person which exceeds the sum of $1
claim or judgment or portions thereof,
totaled with all other claims or judgment p
government entity arising out of the same In
occurrence, exceed the sum of $200,000 fro
and all personal injury or property damage c
liabilities, losses or causes of action which may a -e
as a result of the negligence of the GRANTEE. Th
(imitations In Section 768.28, Florida Statute shall only
apply to Indemnity claims relative to negligence
actions, otherwise (e.g, for contract and all other civil
actions) this indemnity is not so limited.
14 Audit; RIB 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 GRANTEE'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.
16 ComoPeace With Lowe, GRANTEE 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 written CITY of Miami
Guidelines governing the design and construction of
the improvements and the granting of funds for use
thereof.
18 Miscellaneous
18.1 EnfQ'cetnefLt, The provisions of this
Agreement may be enforced In Miami Dada
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
-5—
Project Cooperative Agreement
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.
16,2 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.
16.3 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.
16,4 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 funding for the
PROJECT, without the prior approval of the
Miami CITY Commission. The CITY Is relying
on the commitment, skill and reputation of
GRANTEE In performing this work and may
withhold or cancel funding in the event there Is
any assignment, pledge, sale or other
disposition by GRANTEE without having first
ecured the approval of the CITY Manager or
designee, which may be unreasonably
wi eld or delayed.
16.5 ► ' Any and all notices required or
desired o be given hereunder shall be In
writing ano hall be deemed to have been duly
given whe delivered by hand (including
recognized ov= night courier services, such as
Federal Express or three (3) business days
after deposit In e United States mail, by
registered or cert ed mail, return receipt
requested, postage p paid, and addressed to
the CITY Manager a i/or Director for the
CITY; and PresidentfCE • of the GRANTEE as
applicable at the address or such party set
forth In the introductory p: ragraph to this
Agreement (or to such other ddress as any
party hereunder shall hereafter - •eclfy to the
other in writing).
16.6 Construction. The section headings ciained
in this Agreement are for reference pu 'oses
only and shall not affect the meanin or
interpretation hereof. Ail of the parties to ,is
K-04
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.
16.7 E. n All of the Exhibits attached to thie
Agre ant are incorporated In, and made a
part of, is Agreement.
16.8 .u=�lu- i �u�= •�. This Agreement
may not be a ended, modified or terminated
except by writ • n agreement of the parties
hereto. Furl' :r, no modification or
amendment, excep g a termination for cause
by the CITY under S tion 17 herein, shall be
effective unless In writ! and executed by the
parties, employing the ame formalities as
were used in the execution •f this Agreement.
18.9 QSHA, The GRANTEE we nts that it will
comply with all safety precautio as required
by federal, state or local ws, rules,
regulations and ordinances. e CITY
reserves the right to refuse GRANT access
to CITY property, including project job ltes, if
GRANTEE employees are not pr• • erly
equipped with safety gear In accordance Ith
OSHA regulations or If a continuing pattern
non-compliance with safety regulations i
exhibited by GRANTEE.
16.10 ADA. In the course of providing any work,
labor or services funded by the CITY,
GRANTEE (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, GRANTEE will take affirmative
steps to ensure non-discrimination In
employment of disabled persons.
17 pefault, Termination,
17.1 In the event of default, CITY shall suspend or
withhold reimbursements from GRANTEE,
The GRANTEE agrees to repay the CITY on
or before thirty (30) days from the date the City
Manager declares default of the Agreement
that has not been cured to the satisfaction of
the City Manager in accordance with Section
17.3 of this Agreement. In the event of default
the FUNDING AMOUNT will be considered a
loan from the CITY and the CITY may institute
any civil actions available by virtue of Florida
-g_
Project Cooperative Agreement
law, including without limitation, moneys lent
and/or open account, among others, to recover
such funds. Any amounts not paid when due
shall accrue Interest at the highest rate
permitted by Florida law.
17,2 Default, and subsequent termination for cause
may Include, without limitation, any of the
following:
17.2.1 GRANTEE fails to obtain the Insurance
or bonding herein required.
17.2,2 GRANTEE falls to comply, in a
substantial or material sense, with any of Ito
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.
17.2.3 GRANTEE falls to complete the
Improvements In a timely manner as
required by this Agreement.
17.3 Termination for Cause; Force Majeure. 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 16,5, the
parties shall have all rights and remedies
provided by law or equity, subject to 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.
17, This Agreement and/or the CITY's funding
obligations under the Agreement may be
rminated, for cause, at the option of and by
t CITY Manager, if any default la not cured
by RANTEE or GRANTEE does not comply
with =ny material terms, covenants or
conditl. + provided herein within ninety (90)
days fro the date of a written notice from the
CITY Men: .er; or when, In the opinion of the
CITY Comm - =ion, termination is necessary to
protect the int= sts of public health, safety or
general welfare. This subsection shall riot
apply during any •eriod of Force Majeure
extension pursuant t• Section 17.3.
17,5 The laws of the State o Florida shall govern
this Agreement. Venue any civil actions
between the parties shall = In Miami -Dade
County, Florida. In order + expedite the
conclusion of any civil action • Instituted by
virtue of this Agreement the part = : voluntarily
and mutually waive their respecliv- rights to
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demand a jury trial or to file permissive
counterclaims in civil actions between them.
Each party shall bear their own attorney's fees.
18 ►t. . d- a r - ; i ; fl - Neither the
CITY 'r GRANTEE intends to directly or
substantla benefit a third -party by this Agreement.
Therefore, t = parties agree there are no third party
beneficiaries t• this Agreement and That no third -party
shall be entitle to assert a claim against either of
them based upon is Agreement.
19
undersigned executing
GRANTEE has author
attached Corporate Reso
laws of the State of Florida
IN WITNESS WH
year first above written, whit
AN
WITNESS
Signature
SI
The
is Agreement on behalf of
of record pursuant to the
ion, and all applicable
act on behalf of and
bind GRANTEE to every condition, covenant and
duly set forth herein.
20 CorJnaertcv 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.
21 Joint Preparation. Preparation of this
Agreement has been a joint effort of the CITY and
GRANTEE 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.
EOF, the parties have executed this Agreement as of the day and
shall have an effective date of
Print Name, Title
ATTEST:
Grantee Board Designee
(Affix Grantee Seal, if available)
ATTEST:
Priscilla Thompson, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Dania Carrillo, Administrator
Risk Management Department
Project Cooperative Agreement
GRANTEE, Miami Arts Museum of Dada County
Association, Inc., a Florida Not -For -Profit
Corporation
Signature
Print ame, Title of Authorized GRANTEE Officer or Official
(Corporate Seal)
CITY OF MIAMI, a unicipal corporation of the State
of Florida
Joe Arriola, City Manager
APPROVED AS TO FORM AND CORR TNESS:
Jorge l_. Fernandez, City Attorney
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EXHIBIT A
DETAILED PROJECT INFORMATION
ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION
SUBMITTED BY:
Date
A
ELEMENT I TASK
B
CITY FUNDING
AMOUNT
C
OTHER
SOURCES
C
COST
E
DE -',' = LE
F
Estimated
Completion
Time
Soft Costs
Project Initiation — Public Charette
$200,000
$115,000
5,000
Charette production expenses (refreshments, rentals)
Charette consultants
Engagement letters
Chanette materials (displays)
Final Report
$200,000
$27 ,++"
$475,030
Final Report
Project PLANNING
Financial Feasibility Study
Study consultant
Engagement letters
Preliminary & final reports
Prelim & final
reports
PROJECT MANAGEMENT
r 5.000
$310,000
$610,000
Engage Consultants
Engagement of Project Mgmt Consultant
AgmtIEngmt ter
Engagement of Specialized Consulta 1 •..
AgmtlEngrnt itr
Development & Planning
Prefrminary & final reports
Prelim & final
ego
Engage Design Consultant
Solicitation docs
T. : ' Soft Cost (current)
$700,000
$700,000
$1,400,000
Hard Costs
Construction
$96,600,000
$96,600,000
Furnishings, Fixtures and --• uipment
$3,400,000
$3,400,000
Total Hard Cost
$100,000,000
$100,000,000
PROJECT TOTAL
$700,000
$100,700,000
$101,400,000
TOTALESTLMATED
PROJECT COST
The Project E
shati constit
nts /Tasks listed above with an amount listed jn Column B, CITY FUNDING AMOUNT, h sall con
the PROJECT_ The GRANTEE shall complete all PROJECT Elements/Tasks described above within the time specified.
Time Of ' erformance: WORK Begins and Ends
PROJECT Begins and Ends
Project Cooperative Agraeeirent
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APPROVED BY:
Date
Director
EXHIBIT B
ENABLING LEGISLATION
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Project Cooperative Agreement
K-04
EXHIBIT C
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE-
(MIAMI ARTS MUSEUM)
1. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Each Occurrence
B.
\General Aggregate Limit
S
foducts/Completed Operations
Aggregate Limit per project
Persdnal and Advertising Injury
Endorserilents Required
City of Mia i included as an Additional Insured
Employees i , cluded as insured
Independent contractors Coverage
Contractual Liability
Waiver of Subro ation
Premises/Operati ns
Care, Custody and ontrol Exclusion Removed
Explosion, Collapse nd Underground Hazard
Incidental Medical Malpractice
Loading and Unloading
Mobile Equipment (Cone ctors Equipment) whether owned, leased,
Borrowed, or rented by th contractor or employees of the contractor
Il. Business Automobile Liability
$1,000,000
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned A tos
Any One Accident 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Employees Included as insured
Waiver of Subrogation
$2,000,000
$2,000,000
$1,000,000
ProJact Cooperative Agreement
10—
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III. Worker's Compensation
Limits of Liability
tatutory-State of Florida
fiver of subrogation
IV. 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, each employee
$1,000,000 for bodily injury caused by disease, policy limit
V. Umbrella Policy `, ,\
Limits of Liability
Bodily Injury and Property ►carnage Liability
Combined Single Limit $1,000,000
Each Occurrence $1,000,000
Aggregate $1,000,000
Products/Completed Operatio
Aggregate Limit $2,000,000
VI. Owners Contractors Protective (applic
Limits of Liability
Each Occurrence
Aggregate
le for Construction projects only)
$1,000,000
$1,000,000
VII. Professional Liability/Error's & Omissions Cov age
Combined Single Limit
Each Occurrence $1,
General Aggregate Limit $2,0
Deductible -Not to Exceed 10%
0,000
000
VIII. Builders' Risk (applicable for Construction projects only)
Limits of Liability- to be determined by according the terms of the
Construction contract,
Endorsements Required
'All Risk Form
Non -Reporting Form -Completed Value
Specific Coverage (Project Location and Description)
• Loss or Damage to building material, and property of
every kind and description, including insured's property
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Project Cooperative Agreement
K.04
to be used in, or incidental to construction
• Business Interruption
• Boiler and Machinery
• Transit
• Foundation Coverage
• Scaffolding and Forms Coverage
• Plans, Blueprints, and Specifications coverage
• Collapse
Flood, including inundation, rain, seepage, and water damage
Earthquake
• ubsidence
• dstorm including hurricane
• Free ing and Temperature Extremes or changes coverage
• Ordina ce or buildings laws
• Theft or rglary
• Coverage f. loss arising out of Faulty Work or Faulty Materials
• Coverage for • s arising out of Design Error or Omission
• Testing
• Debris Removal
• Soft (Additional Finan,'ng) Costs Coverage
• Replacement Cost Valu = ion
• Coinsurance Requirement- Waived
• Maintenance of Insurance C. erage through warranty period
All insurance policies required above shall be :ued by companies authorized to do
business under the laws of the State of Florida, wit he following qualifications:
The company must be rated no Tess than "A" as to anagement, and no less than
"Class V" as to Financial Strength, by the latest • ition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, Ne ersey, or its equivalent,
subject to the approval of the City's Risk Management DI = lon.
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Project Cooperative Agreement
K-04