HomeMy WebLinkAboutExhibitPROJECT COOPERATIVE AGREEMENT
GRANTEE: Miami Arts Museum of Dade County Association, Inc,
PROJECT: Miami Arts Museum
Project Location:
Grantee Project
Manager:
Notifications
Regarding
this Document
Address to
Mailing
Address
Street
Address
Miami Bicentennial Park
Commission 2 (Sarnoff)
District
Name
Terence Riley, Director
Nanie
Terence Riley, Director
Miami Arts Museum of ae Coun
Association, Inc. ,a
101 West Flagler Street
CITY FUNDING AMOUNT: $2,000,000 Funding Source
Enabling Legislation:
Resolution 07-
Total Estimated Project Cost:
Project Description: Construction of
Bicentennial Park. This Phase coy .r=. d by this
and permits necessary to allow uction o
THIS AGREEM
entered int ..f
Section eftie
ta;
Florid
331
AddreS
Fax
75-3000 305-375-1725
Homeland Defense/Neighborhood
Improvement Bonds
ob Number:
pplicablef
/ /
B-78503
ated at the CITY of Miami
of completed plans, specifications
o as the "AGREEMENT") is made and
the specified effective date as defined in
:pen the CITY OF MIAMI, a municipal corporation of the State of
4 ;"CITY"), with offices at 444 S.W. 2nd Avenue. Miami, Florida
rrmed above, with offices located at the Grantee Street
The intent of'`" ,Agreer s to outline the
respective expectatio 'lions of the parties
regarding the sped?.cooperative capital
improvement project (lhe JECT") 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 infull, to allow the CITY'S
participation in lhe 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 thirty (30) 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 Miami -Dade County
Performing Arts Center, and will further enhance the
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Project Cooperative Agreement
artistic and cultural 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
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.
1.2 DIRECTOR: shall mean the CITY's Director of
the Department of Capital Improvements, or
his authorized Designee.
1.3 ELIGIBLE EXPENSES: For purposes
Agreement, Project -related costs that m
funded from the CITY FUNDING AMO
shall be defined to mean and include fees
professional engineers, '.': , landscap
architects, surveyors, ; ' her bona fide
design professiona "I testing.
There shall be 4 ch cost
passed to the CI /or firms
engaged shall be
��if* as
required by the law he `_III
These . i are iden� Exhibit Aga
app ect-related mb expy nses, and as
s all be etc for ref cement from
ITY FUNDIN ' /CUNT.
geotech
ark up on
All persons
ipensed
1.4CTIVE DATE: sh
Li d Valorem Tax
"Horn = � . De
Improve: onds" are is
made avai p the CI
can the ,ate the
ds, Series 2007,
e/Neighborhood
d and the funds
1.5 GRANTEE: A I; rtfor-profit corporation
existing under the $''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 10 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
1.5. There shall be no mark up by GRANTEE
on any costs, that is, only the actual, direct
cost incurred by GRANTEE may be billed 10
the CITY for reimbursement.
1,8 PROJECT: A
includin
requir
faci
ap toyed by E€
stppropriale for Ci
1.1
1 mean all activities and items,
not limited to the WORK,
rovide a functional and/or useable
ram for the use and enjoyment
s described above and as
CITY Commission as
articipation.
WORK: Shall mean l P: ctivities and items
approved by CITY (or Dto be paid by
the C FUNDING AMOU s identified in
Ex°'or revisions thereto.
IVI; Shall mean the period this agreement
effect, which shall commence on the
eff ° date and shall terminate no later than
thre ears from the effective date. The
CITY s JLiprovide the option to renew for two
additi tat one (1) year periods upon the
,,approval for satisfactory performance
and`j3gress.
2 CITY Representative: Except as otherwise
stipulated herein, the DIRECTOR shall be responsible
'sp 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 $2,000,000, 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 for in Section 11 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
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Project Cooperative Agreement
directly to the PROJECT within the Total
Estimated Project Cost and within the Time for
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
E-.
AMOUNT and funds of the GRANTEE ",I e
maintained in separate and independen
accounts to be used solely and exclusive
the PROJECT.
4.6 Unless otherwise apprnv
Commission, GRANT 4
to any unspent fund
AMOUNT should
a cost less
AMOUNT.
4.7 If the c9Sj, jsompletib
tha
ptC4?t°6bf the s
the
e entitle
,JNDING
Meted at
NDING
roject is lest
one hundred
t? to the CITY
5 nershi •: The pa agree hat the
GRAN shall be the oW i er, of ttigh plans,
specificati qnd permits, after 'kbe completion and
acceptance bkf nstruction by the GRANTEE and the
CITY.
6 Homeland Defense i'F3onds, Condition
Precedent: Where the -s 3'NDING SOURCE for
the FUNDING AMOUNT, ` Arny portion thereof, has
been identified as the Limited Ad Valorem Tax Bonds,
Series 2007, "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 , 2007.
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 sh j�, used for a bona fide public
purpose and thrall be no resulting, or only
incidental, priv�#ri efit,
7 Pro'_i
In addilio 'to those s listed on Exhibit A as
De*Obles, the DIRE b or his duly authorized
iq)gnee, may require for " 'ieyiew and approval all
peciflcatians and/or pr }„pry or design
bcuments and cost estimates srogress phases
fete by the DIRE et R. GRANTEE
der and implement comments and
gesied by the DIRECTOR from such
e iiews, Throughout the preparatory or
acess, GRANTEE shall use its best effort to
he WORK and the PROJECT can be
jg the CITY FUNDING AMOUNT and
ject Cost, respectively.
bh """"tents shall be forwarded to the
DIRECTO Or 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
elayed. In the event the DIRECTOR fails to
mment 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
modification in scope that, solely in the opinion of the
DIRECTOR, negatively impacts or reduces the
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Project Cooperative Agreement
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
$2,000,000 (Two million dollars) as the required
matching funds for the CITY FUNDING AMOUNT.
Funds raised by the Grantee shall be certified by 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. The GRANTEE shall have no
recourse from such reduction.
The use of Matching Funds shall be restricted to the
Eligible Expenses defined herein. Any expenditure of
Matching Funds occurring prior to , 2007 are
not Eligible Expenses.
10 Reimbursement Requests.
10.1 The CITY FUNDING AMOUNT will be
disbursed as reimbursements as invoices and
cancelled checks are received.
10.2 GRANTEE shall submit a detailed invol or
reimbursement request, as required by Sethi.,
3.1, which complies with Florida's Pro'
Payment Act, §218.70, Fia'tFt (2003) to th
CITY for all Eligible 4t±#es r� eating to the
WORK performed ort rin fhe preceding period,
along with sOnable su -8 pntiating
documentation - # ''. requested � y the
DIRECTOR, Inci ; .
t?� witho� i;��lrr)jtation,
copies of invoices a ca
Provide i WORK has e n performed
x : P€
CITY�)��� yment��n forty-five (45)
d ' er the 3ate , the �� receives a
pleted reimbursemept request; including a
'iciently detailed inik
10.3 Thei'ANTEE shall subs
and a enditure of the
noted ii lion 9, for the
�C1F .33-,,_
receiving eip urseme
FUNDING A
�6e
10.4 In no event, howe Shall the reimbursement
for soft costs exceed 17% of the total amount
of the Bonds issue.
late its collection
thing funds, as
ROJECT prior to
of the CITY
10.5 City will not make reimbursement of any
expenses occurring before , 2007.
11 No damages 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 Insurance: The CITY's Risk Management
Administrator.t<.feserves the right to require
GRANTEE, prleir to commencing the WORK,
to prove
Admire
cer fi
33'"the CITY's Risk Management
r with evidence, consisting of
12r policies of insurance
dgp[; 'ienting a,,) -,builder's risk insurance; and
,(b)general liabill ! ;Insurance, (c) professional
ability insurancciilh� CITY of Miami shall be
a named insured on`:' I liability policies relating
to the WORK.
2.2 Pay and PerformanC( Ii.4 Bond: Where
._' includes the c'tinstruction of
ements, prior to commencing the
K, GRANTEE shall provide to the CITY's
Management Administrator a copy of the
F 4 ent and Performance Bond from the
geniE3`"` „contractor in substantially the form
prescr ,g for a public construction bond by
ption 6 05, Fla. Stat. (2003). The CITY
a named obligee on the Payment And
ance Bond required by this section
which shall be in anamount 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.
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,
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Project Cooperative Agreement
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
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 ap`
provisions of §18-100 to §18-102 of the Code
CITY of Miami, as amended from lime to time
are deemed as being incorporated by refere
herein, the CITY may audit C TEE's recor
relating to this Agreement,fjt`t±i=t busines
hours, at a location withinTY of .`rpi during
the term of this Agree n;' `rid for thre= ) years
thereafter.
15 Acknowled
consideration th
or construc
CITY's n
facility
provi
amou '
credit lir
related to t'
press releas
broadcast media,
ement 0
ogo,
Manner
o other
e facility it'e
nd provided
° ogan shalt
cons > *with a{a" I d t
donors of ,compal.; sl
l 3°
e GRANTEE mus isiude ihaowing
all promotional 'rketing Materials
1 pding including w sites, news and
ublic servicee
.. rams, and
PROJECT IS SUi TED
THE CITY OF MIAMI f;
ally p
the CITY, the
ppear on the
w e gmen
la funding
nnouncements,
ications: "THIS
FUNDS FROM
16 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.
17 Miscellaneous
17.1 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 co "" tent jurisdiction may award
court costs dprevailing party.
17.2 Cou
ex
b . `.fie sepa
; oanterparts,
bgether shall be
same instrument.
This Agreement may be
y number of counterparts and
parties hereto in separate
tr3._ of which when taken
ed to be one and the
7.3 CITY _�: icials. The "Cl a municipal
, and the CI b; i nager as its
minisirative Officer, or the DIRECTOR
e CITY Manager's designee, is
owered to make all decisions with regard
is Agreement on behalf of the CITY,
otherwise provided by law or by
„of the CITY Commission.
ssorr and Assigns. This Agreement
ot 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.
Corp
Ci
un
reso
17.5 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 Stales 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
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Project Cooperative Agreement
party hereunder shall hereafter specify to the
other in writing).
17.6 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.
17.7 Exhibits. All of the Exhibits attached to this
Agreement are incorporated in, and made a
part of, this Agreement.
17.9 OSHA. The GRANT
comply with all safe
by federal, sla
regulations an°
reserves the right,
to CITY property, in
17.8 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 fo"sse
by the CITY under Section 18 herein, '
effective unless in writing and executed
parties, employing the same formalitie
were used in the execution of this Agreeme
943
Ila"tt i £s that it wi
caution ;•required
r local lai rules,
dinances )} CITY
fuse GRAN access
ing pro] ( ;
GRANTEE employees ,a a t ° fit propel.
� 33�� `9 ?
equi p d Wlt safety gear in accordance with
O " "gul "tio r;if a Continuing pattern of
mpliance w ha safety``' regulations is
ibited by GRANT
17.10 A E ' �' P the course of 9F6F':; Vidin aril' work,
•:E I�(. m 9 y
labor Fee services fund— by the CITY,
GRAN .pr its agents 9 t epresentatives,
, 8 flip. �'.
as applica e.� ` 9 shall affirTetively comply with
all applicabl' rtvrsion ,fiche Americans with
Disabilities Act "(". ? ";. i✓1'uding Titles I & II of
the ADA regardiri discrimination on the
basis of disability,`rand related regulations,
guidelines and standards as appropriate.
Additionally, GRANTEE will take affirmative
steps to ensure non-discrimination in
employment of disabled persons.
18 Default, Termination.
18.1 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 due
shall accrue interest at the highest rate
permitted by F_(orida law.
18.2 Default Subsequent termination for cause
may ,,jr without limitation, any of the
folio'
.1 GRANTEt''tls to obtain the insurance
or bonding hereii f " fired.
18.2.2 GRANTEE fails comply, in a
subs] tiat or material se`' '"`3 with any of its
duinder this Agreem any terms or
Pitons set forth in this Agreement, or
Agreement it has with the CITY , its
rchitect, engineer or contractor arising by
e of this Agreement, beyond the
!fed period allowed to cure such default.
A ITEE fails to complete the
venients in a timely manner as
r+q"rired by this Agreement.
18.3 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 17.5, 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.
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 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 18.3.
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Project Cooperative Agreement
18.5 The laws of the State of Florida shall govern
this Agreement. Venue in any civil actions
between the parties shall be in Miami -Dade
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.
19 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.
20 Authority of GRANTEE Signatories. The
undersigned executing this Agreement on behalf of
IN WITNESS WHEREOF, the parties h,
year first above written, which shall have an effect
WITNESS
Signature
Print Name, Title
ATTEST:
Grant
(Affirr`'
ATTEST:
Priscilla Thompson, City
erk Pedro G. Hernandez, City Manager
22 Joint
Agreement
GRANTE
solely asr'
,.,a matte§,
consted more severe
other.
GRANTEE 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 GRANTEE to every condition, covenant and
duty set forth herein.
21 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 require%epts.
aint paira
etion. Preparation of this
a joint effort of the CITY and
[esulting document shall not,
judicial construction, be
ainst one of the parties
executed ttii,s Agreement a
ate of.;
the day and
GRANTEE, Miami Arts Museum of Dade County
Association, Inc., a Florida Not -For -Profit
Corporation
Fe Riley, Director
(Corporate Seal)
CITY OF MIAMI, a municipal corporation of the State
of Florida
APPROVED AS TO INSURANCE
REQUIREMENTS:
APPROVED AS TO FORM AND CORRECTNESS:
LeeAnn Brehm, Director Jorge L. Fernandez, City Attorney
Project Cooperative Agreement
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P,�
Risk Management Department
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Project Cooperative Agreement
EXHIBIT A
DETAILED PROJECT INFORMATION
ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION
A
PROJECT ELEMENT 1
TASK
(Soft Costs) Architects,
Engineers
Design Architect and
Executive Architect
MEP/FP Consultants
Structural Consultants
Civil Engineers
Geotechnical Investigations &
Engineering
Site Survey
Landscape Architect
Consulting Fees
Digital Systems
Consultant/Technology
Consultant
Architectural
conservation/probes
Daylight/thermal studies
Preconstruction services
Curtain wall/Envelope
Estimator
Estimator
Lighting consultant
Acoustical/audio visual
consultants
Elevator/Escalator consuttant
Security consultant
Programming/planning
Food service consultant
Signage/graphics designer
Code consultant, expeditor
Existing conditions
drawin. s/survey
Retail consultant
Monitoring
Project Cooperative Agreement
B
CITY FUNDING AMOUNT
OTHER SOURCES ESTIMATED COST
-9—
?9,7643:'
$9,269,835
$2,229,959
$1,114,979
0,000
$100,000
$75,000
$50,000
$145,000
$200, 000
$125,000
$50,000
$100, 000
$350,000
$55,000
$50,000
SUBMITTED BY:
Date
DELIVERABLE
F
Estimated Completion
Time
Air flow test/CFD Analysis
Controlled
Inspections/Testing
Water Feature Consultant
Environmental Engineer EIS
LEED's Consultant
Traffic
$50,000
$270,000
$76,000
$75;
Expeditor
Document Peer Review
Direct Travel and Expense (
4% of consultant fees)
Consultant Reimbursable (
9% of Consultants fees)
_FP #E
Owners Items
Total Base Project
Owner's Contingency
Total Including Owner's
Contingency
$o
$45,6i
$759,891
$1,709,755
The Project Elements /Tasks listed above with an amount listed in Colu, CITY
A shall constitute the PROJECT. The GRANTEE shall c all PROJ
Time Of Perfromance: WORK Begins
PROJECT Begins
Project Cooperative Agreement
and En
end Ends
- 10—
$5;769,750
284,303
-66,150,346
$5,000,000
!NG ANtO NT, shall constitute the WORK; all items listed in Column
escribed above within the time specified.
APPROVED BY:
Date
Director
r
Project Cooperative Agreement
EXHIBIT B
ENABLING LEGISLATION
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