HomeMy WebLinkAboutExhibitPROJECT CO-OPERATION AGREEMENT
GRANTEE: Dade Heritage Trust, Inc.
PROJECT:
Project Location:
Grantee Project
Manager:
Old Miami High in Southside Park
140-142 SW 11ifs
Street, Miami FL
Commission
District
Sanchez
Name
Becky Roper Matkov
a Fax
Fax
3oa,.mb8-9572 305-358-1162
Notifications
Regarding this
Document
Address to
Name
Becky Roper
Matkov _
Phone
L above,. a"a
Fax
above
Mailing
Address
^T —
to=a'a..
190 SE 12 Terrace
,4 ..
Miam
- -T-
Stale
FL
Zfp
33131
Street
Address
same
Miami
FL
33131
CITY FUNDING AMOUNT: $355,000
Funding Source
Miami Dade County General Obligation Bond
and/or City's General Fund Account or other
Sources as available
Enabling Legislation: R-07-
A,':� 4.0..
' A
Date: June 14, 2007
Total Estimated Project Cost: $705,000 sty ,
Exhibit A
Job B-30532
" ' in CIP Number:
Of appficebfe)
Project Description: Construction, construction man a ent and project management activities to be
administered by the City's Department of Capital Improvem= relating to the restoration of a historic structure
located at a city owned property referred to as "PROJECT".
S4€-
iS AGREE N,T (hereinafter referred to as the "AGREEMENT") is made and
:. i
ente1e pto as of , 2007, with the specified effective date, by and between the
CITY (h 'IMAM!, a munib p I corporation of the State of Florida (hereinafter referred to as
"CITY"), 't' offices at 444AVV. 2nd Avenue, Miami, Florida 33130-1910 and the GRANTEE
named abov "e iith offices looated at the Grantee Street Address given above.
The intent of this Arement 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 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 verify the paramount public
purpose of the PROJECT, to allow the CITY'S
participation in and administration of the PROJECT,
and authorizes the CITY MANAGER to execute the
necessary documents for this purpose.
WHEREAS, GRANTEE is to be the sponsor of
the PROJECT, which will be a renovated historic
property to be utilized as a City of Miami Park's and
Recreation Department staff office and a community
learning center with a restored historic classroom for
not less than twenty-five years from the date its doors
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Project Cooperative Agreement
open to the public. Originally constructed in 1905 as
the first public high school in Miami, the building was
saved from demolition at its original site and relocated
in 2003 to it current location in Southside Park al 140-
142 SW 11 th Street (the "Site").
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 and administer the Project 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 ,rhea;.-cha,
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 meantIJ s Director of
the Department ofii' Imph ments, or
his authorized Desig v
1.4 ELIGIBLE EXPE
Agreement, Project
funded from the CI
S: For purp,
bated costs
UN
of this
yg;;be
shall be defined to met' '' olude fees
general contractors, con , ction material
supplies, professional engU'ie rr, architects,
landscape architects, surveys , mapping,
other bona fide design professional:pianning
professionals materials, geotechnicatesting
and; if available funding permits, an
administrative management fee to the Grantee
of five percent (5%) of the total City funding
allocated for this project. In no event' shall the
administrative management fee be granted to
the GRANTEE prior to all Project expenses
being paid in full and in no event shall the fee
exceed $17,750. 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: Grantee and
CITY agree and GENERAL CONTRACTOR
acknowledges that Project management and
supervision of all ao:;vities ;elating to thc
construction of the PROJECT will be
administered by the City's Department of
Capital Improvements.
1.7 INELIGIBLE EXPENSES: For purposes of this
Agreement, eligible expenses may not be uted
for payment to employees, employee benefits,
day-to-day expenses, payroll, lobbyists, legal
counsel, or other obligations, debts, liabilities
or costs or GRANTEE except as otherwise set
forth in Exhibit A. In addition, expenses shall
``°';foot include the costs of land or. rights of
I; �, g way,
tend fees for lobbyists, legal or tax,
environmental or regulatory counsel, auditors,
accoc,it ~tc, b�l:era and salespvrocnc cr any
other • sts not expressly allowable by Section
1,4. . =? = shalt be no mark up by GRANTEE
osts, that is, only the actual, direct
curred by GRANTEE may be billed 10
ITY for reimbursement.
1.8 Mfg CT: Shall mean all activities and items,
inc i 9,e but not limited to the WORK,
requir='?.";:provide a functional and/or useable
facility o;rbgram 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 shalt commence on thc
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/Project
Manager 10 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 $355,000, which includes $300,000
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Project Cooperative Agreement
from the Miami -Dade County GOB and an
additional $55,000, to be payable as needed at
the CITY's sole discretion for Project costs,
with funding allocated from the City's General
Fund Account or other funding source(s) as
may become available for the WORK
approvers by the Enabling Legislation end e:;
further specified in the attached Exhibit A.
CITY shall have no obligation under this
Agreement 10 fund any amounts in excess of
the CITY FUNDING AMOUNT. Said funds will
be paid on a reimbursement basis to
GRANTEE as set forth in Section 9 herein.
3,2 Other Assistance — not applicable
4 Grantee Responsibilities:
4,1 The GRANTEE shall ensure the timely and
satisfactory cooperation of the Project architect
. and GENERAL CONTRACTOR
4.2 GRANTEE shall provide all additional funds.
above the CITY FUNDING AMOUNT to
complete the PROJECT up to the Total
Estimated Project Cost including without
limitation any Cost Overruns and/or
orders for the Work. City understan 6I
agrees that the balance of the funding is
provided by a State of Florida His
Preservation Special Category grant,
Dade Heritage Trust's obligation to comple
this Project is dependent upon the cooperation
and timely disbursement of funds by the State,
County and City. GRANTEE acknowledges
that additional fundraising efforts may be
required to complete the Project. CITY agrees
to assist with grant writing to the best of its
ability
4.3 T: RANTE i'.SI jj permit the CITY to
�n ariage and supen$e; all aspects of ih4
pRK including withoutliniitation, scheduling,
(lilting, materials, `tabor, means and
of construction, ahad'the management
actors, consultants''rsi ppliers and the
me
of co
like,
4.4 The GRANT and the cost of all
WORK from its tt rg resources and seek
reimbursement frori 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;; parties agree that the CITY
shall be the :<,�.=er of the documents, plans,
specificatio topermits created by virtue of the
CITY FUN AMOUNT, which shall be made
freely avilla le to GRANTEE for its use in connection
with the PROJECT, pro `;A':, • however, that the City of
Miami retains ultimate o ip, except as required
by the State of Florida in its `•' ric preservation grant
Tyree „er.t wItg tr C=cn':;, : a TEE sliail co;ivey
title to such documents and/or pr+ ®=. to CITY. The
City Manager shall have the a `� 'ty to accept
ownership and title to such documents and /or
property and may convey, license and assign same to
GRANTEE for its use for a set term, as the CITY will
reserve fee title to such items.
Progress Reports: In addition to those items
o Exhibit A as Deliverables, the DIRECTOR or
orixed designee, may require for his
view ""e' ,approval all specifications and/or
preparatory r design documents and cost estimates
at progress phases deemed appropriate by the
DIRECTOR. GRANTEE shall duly consider and
mplement comments and revisions suggested by the
pjRECTOR from such periodic reviews. Throughout
fie preparatory or design process, GRANTEE and
CITY shall jointly use their best efforts to ensure that
the WORK and the PROJECT can be completed
within the CITY FUNDING AMOUNT, the funding of
$360,000 from the State of Florida Historic
Preservation Special Category grant and other funds
the GRANTEE or CITY are able to obtain through
grant writing or other fundraising efforts.
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 lo
comment in writing on such documents in writing
within thirty (30) days of their transmittal 10 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
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Project Cooperative Agreement
provide information regarding project status, activities,
funding raised and expended. Any periods of
inactivity must be justified and approved by the CITY.
7 Changes to Scope of WORK: In order to
assure that the WORK and the PROJECT can be
completed +.Fati,lr. the CITY FUNDING AMOUNT Gnz
Total Estimated Project Cost, respectively, the
GRANTEE or CITY 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
standards of quality or aesthetics incorporated into
the PROJECT as originally presented to the CITY.
8 Eligible Expenses: The parties agree that all
expenses the GRANTEE incurs that are directly
related to the Project, including both hard and soft
costs, are eiiyihla _ for imbuiser,iect, p:Cvidec
adequate documentation accompanies the
reimbursement request in the form of approved
invoices, verified payment requests, and/or check
vouchers and provided that funding is available. For
purposes of this Agreement, Project -relate Ord
costs that may be reimbursed shall be deTpe
mean and include fees for labor, materials, sL `Ije
equipment, supervisory personnel, required insu;g
and bonding, and/or the provision or installation
furnishings, fixtures and equipment. Project-relat
soft costs that may be reimbursed shall be defined t
mean and include fees for, professional engineers,
architects, landscape architects, surveyors, mapping,
other bona fide design professionals, permitting,
geotechnical testing and the Grantee's associated
administrative costs.
9 Reimb'ent,Requests:
-444
iP� b3E
9.1 w eimbursement request will be payable
wing the execution:t?I<this Agreement.
�.Ei
9.2 G ; ', TEE shall submit al*tailed invoice or
reim , ment request, as equired by Section
3.1, w complies with Florida's Prompt
Payment 218 70, Fta. Stat. y (2004) to the
CITY for of Ible Ekes relating to the
WORK perform u i g he preceding period,
along withreasonable substantiating
documentation as ,, P
requested by the
DIRECTOR, including, without limitation,
copies of invoices and proof of payment from a
bank. 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.
9.3 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
requoct . i' it ,'cuch time ti tat ii iG 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
advanc-s o) ynaents are properly documented.
10 No dregs for Delay: In the event of any
delays to .the`° PROJECT and/or WORK, GRANTEES
sole remedy shall be` tgl;'; ;eek an extension of lime
from the DIRECTOR. GJTEE is not entitled to
delay damages under this regiment or under any
relalett aggreement'with toe C! i� `lte.CITY Will -hot be"
liable for any delay damages or d``"`a es in any way
attributable to performing work • nf 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.
Insurance and Bonding:
r - rance: The CITY's Risk Management
a : tstrator reserves the right to require
GF7tEE, or Grantee's Contractor, 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.
11.2 Payment and Performance Bond: Where
WORK includes the construction of
improvements, prior to commencing the
WORK, GRANTEE and/or GRANTEE'S
Contractor shall provide 10 the CITY's Risk
Management Administrator a copy of the
Payment and Performance Bond from the
general contractor in substantially the form
prescribed for a public construction bond by
Section 255.05, Fla. Stat. (2004). The CITY
shall be a named obligee on the Payment And
Performance Bond required by this section
which shall be in an amount not less than the
CITY FUNDING AMOUNT allocated for those
improvements. As allowed under the
provisions of §255.05(7), Florida Statutes
(2004) the CITY'S Risk Management
Administrator may, in writing, decide to accept
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Project Cooperative Agreement
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.
11.3 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.
12 Indemnity: The GRANTEE and
GRANTEE'S Contractor shall indemnify, defend and
hold harmless at its own cost expense, 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 r roceedin.q of Anv, kind or,�, ,
np;ure arising out of, relating to c r st:lth g from the
performance of this agreement by the GRANTEE or
its employees, agents, servants, partners, principals,,
General Contractor or subcontractors. The
GRANTEE and GRANTEE'S Contractor 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.
13 Audit Riqhts: Pursu nt to z't# ;applicable
provisions of §18-100 to 152 of the . 'de of the
CITY of Miami, as ame , '> rom time to o which
are deemed as bein'giincorporated b . „reference
herein, the CITY mad' € :edit GR and
GRANTEE'S Contractor 'reOldsrecords
Agreement, during regular businessitours,
location within the CITY of MiamiMiartit during the term of
this Agreement and for three (3) yea'rs:thereafter.
14 Compliance With Laws: GRANTEE, the
GRANTEE'S Contractor 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.
15 Miscellaneous:
15.1 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.
15.2 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.
15.3 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
k4 this Agreement on behalf ,of the CITY,
unless otherwise provided by law or by
resolution of,tlA,CITY,c,ormission.
5.4 Succe rs a d Ass' ns. This Agreement
may , �, be assigned, sold, pledged,
aced or encumbered, in whole or in
to any third party or business entity,
tract vendee, successor , assign or to an
jis;Wtional lender providing funding for the
PR �T, without the prior approval of the
Miar�r Y Commission. The CITY is relying
on the mitment, skill and reputation of
GRANTS 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.
15.5 Notices. Any and all notices required or
desired to be given hereunder shall be in
writing and shall be deemed to have boon du:y
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 of Capital
Improvements Program ("CIP") 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).GRANTEE'S General
Contractor shall provide it's Notice Address
below with its acknowledgement.
15.6 Construction. The section headings contained
in this Agreement are for reference purposes
only and shall not affect the meaning or
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Project Cooperative Agreement
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,
Ole :iinguler shall be held to include tiie �.ffVrdf,
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.
15,7 Exhibits. All of the Exhibits attached to this
Agreement are incorporated in, and made a
part of, this Agreement.
15.8 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,
b the r..:,r '`/ under Scciian 15.3 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.
15.9 OSHA. The GRANTEE warrants that will
require its general contractor to comply
safety precautions as required by federal$;°S
or local laws, rules, regulations p"
ordinances. The CITY reserves the righ
refuse GRANTEE access to CITY prope
including project jobsites, If GRANTEE'
contractor's 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'S contractor.
15.10 ADA
la
DI`
the
basis
guidelinet
Additionally,
steps to e00j
employment of dial
r3
Default, Termination:
jszcp.urse of providing any work,
siet°ili a e;funded by the CITY,
1EE (or itstaaents and representatives,
pplicable) shall affirmatively comply with.
plicable provisionsip°fe Americans with
lities Act ("ADA") ink�"I d!ng Titles I & II of
,regarding non-disrjmination on the
isability, and retated regulations,
standardseas appropriate.
fiANTE yvrll'' take affirmative
Ali -discrimination in
persons.
15.11 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
19.3 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 Tent
and/or open account, among others, to recover
such funds. Any amounts not paid when due
sha!, accrue interest at the nignes"r rate
permitted by Florida law.
15.12 Default, and subsequent termination for cause
may include, without limitation, any of the
following:
,
15.12.1 j TEE and/or GRANTEE'S
Contra. it ,fails to obtain the insurance or
P40ir `9 ��rt n required,
15.12.2 GRANTEJand/or . GRANTEE'S
Contractor fails t• ply, in a substantial or
material sc i , wit , ; ,fyaf lts.,duties un%r_r
this Agieerrrent, any to or conditions set
forth in this Agreement, "' Agreement it
has with the CITY , its arc , engineer or
contractor arising by virtue of this
Agreement, beyond the specified period
allowed to cure such default.
15.12.3 GRANTEE and/or GRANTEE'S
Contractor fails to complete the
mprovements in a timely manner as
'red by this Agreement.
15.13 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 15.5, 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 additional extensions of
not wore than ninety (90) additional days each
if such failure to cure is due to Force Majeure
as that term is interpreted under Florida law.
15.14 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 and/or
GRANTEE'S Contractor 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 15.13.
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Project Cooperative Agreement
15.15 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 rc3per.tvc 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.
16 No Third -Party Beneficiaries: Neither the
CITY nor GRANTEE nor GRANTEE'S GENERAL
CONTRACTOR 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 any of them based
upon this Agreement.
17 Authority of GRANTEE Signatories arir! : _
GENERAL CONTRACTOR'S Signatories: The
undersigned executing this Agreement on behalf of
IN WITNESS WHEREOF, the pal
year first above written, which shall have,an e
WITNESS
Signature
Print Name, Title
ATTEST:
Grantee Corporate Secretary
(Affix Corporate Seal)
WITNESS
Signature
Print Name, Title
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.
16 Contingency Clause:• Funasng for trot
Agreement is contingent on the availability of funds
and of continued authorization for program activities
and is subject to termination due to lack of funds or
authorization, reduction of funds, and/ or change ,in
laws or legal requirements.
19 Joint Qrspai•ation: Preparation of this
Agreement a joint effort of the CITY and
GRANTEppd' `tlresulting document shall not,
solely as, .ra matt'€ ra' pf judicial construction, be
construed More several"u *gainsl one of the parties
than the other.
20 GENERAL CON T Riau —GENERAL
AL
CONTRACTOR has agreed to an ,nowledges all
of the foregoing provisions of this Aglirnent.
es,..have executed this Agreement as of the day and
3tp9 date of
GRANTEE, Dade Heritage Trust, Inc., a Florida Not -
For -Profit Corporation
Zrr
ture
Judith Pruitt, President
Acknowledged By:
GRANTEES GENERAL CONTRACTOR, Turn Key
Construction, Inc., a Florida Corporation
Signature
Ray Tepper, President
Project Cooperative Agreement
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ATTEST: Notice Address:
GENERAL CONTRACTOR Corporate Secretary
(Affix Corporate Seal)
ATTEST: CITY OF MIAMI, a municipal corporation of the State
of Florida
Priscilla Thompson, City Clerk Pedro GF Ffandez, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Lee Ann Brehm, Administrator
Risk Management Department
APPROVED AS TO CAPITAL IMPROVEMENT
PROGRAM:
By
Ola A. Aluko, CIP D
APP
CORK
_GAL FORM AND
Jorge L. Fernand City Attorney
Project Cooperative Agreement
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EXHIBIT A
EXHIBIT A: Old Miami High School in Southside Park
DETAILED PROJECT
INFORMATION
ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION
PROJECT ELEMENT/TASK
Architectural Design
Administrative Management of
Project
Stabilization and Restoration of
Old Miami High in Southside Park
Construction Contingency'*
TOTAL ESTIMATED COST
W.B.
Medellin,
Architect,
P.A.
B
CITY
FUNDING
AMOUNT
Submitted by: Dade Heritage Trust, Inc.
Date:
D
OTHER ESTIMATE D: `.
SOURCES COST
DELIVERABLE
F
ESTIMATED
COMPLETION
TiME
Dade
Heritage
Trust
TumKey
Construction,
Inc.
eeded
$0
$T13D"
$300, 000
;55,000
The Project Elements/Tasks listed above win amount
Column A shall constitute the PROJECT.
City funding of the Administrative Management o
funds may be utilized for this line item.
**The CITY, GENERAL CONTRACTOR and GRANTEE will work together to finalize the Guaranteed Maximum Price of the Construction.
**'" These funds are to be expended at the CITY's sole discretion_
$40,730 $40,730
$35,000 - '$35,000
$274,270 ''STBD**
$0
$55,000
$350,000 $705,000
100 % Construction
Documents
Negotiating and
completing City agreement
and paperwork,
complying with insurance
and other requirements,
- hiring and supervising
con actor, preparing City
progress reports, handling
financial payments and
reimbursement requests
See Exhibit C for
itemization of construction
costs
May, 2007
September 2008
August 2008
Esd in Column B, CiTY FUNDING AMOUNT, shalt constitute the WORK; all items listed in
Project Cooperative Agreement
.ct is contingent on availability of funds beyond construction costs. If funds permit, a portion of City grant
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EXHIBIT B
ENABLING LEGISLATION
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Project Cooperative Agreement
EXHIBIT C
PROJECT CONTRACTORS
William B. Medellin, Architect, P.A.
TurnKey Construction, Inc.
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Project Cooperative Agreement
EXHIBIT D
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Each Occurrence
General Aggregate Limit
Productts/ omp! .!ed Crperations ..
Aggregate Limit perproject
1,000,000
000,000 ,
$2,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami include as an Additional Insured
Employees include lasu s insured
Independent Contra` bars Covera
Contractual Liability
Waiver of Subrogation
Premises/Operations
Care, Custody and ControlExclusion 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
!I. business Automobile Liability
Limits of lability
Bodily;lnjury 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
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Project Cooperative Agreement
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 eniployee
$1,000,000 for bodily injury caused by disease, policy licit
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 Liab
Each Claim
Aggregates ,
$1,000,000
$1,000,000
VII. Professional Liability/Error's & Omissions Coverage
Combined Single Limi
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
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Project Cooperative Agreement
every kind and description, including insured's property
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 nr huildir s laws
• Theft or Burglary
• Coverage for loss arising out of Faulty Work or Faulty Materials
• Coverage for Toss arising ouDesign error or Omission
• Testing
• Debris Removal
• Soft (Additional Financing) Costs Coverage
• Replacement Cost Valuation
• Coinsurance Requirements Waived
• Maintenance,of Insurance Coverage through warranty period
All insurance policies required,bove shall be issued by companies authorized to do
business under the Jaws of the Sate of Florida, with the following qualifications:
7 i
The company must be rated no,less 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.
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Project Cooperative Agreement