HomeMy WebLinkAboutExhibit V.1PROJECT CO-OPERATION AGREEMENT
GRANTEE:
PROJECT:
Project Location:
Grantee Project
Manager:
Notifications
Regarding
this Document
Museum of Science, Inc. (d/b/a Miami Science Museum)
Planning & Design - Miami Science Museum
Miami Bicentennial Park
Commission 2 (Sarnoff)
District
Name.
Raj Sarangapani, VP
Neme,
Address to Gillian Thomas, President
Phone Fax
305-646-4237 305-646-4430
rlinnr h'a:<
above above
Mailing
Address
Street
Address
3280 S. Miami Ave.
same
CITY
Miami
Miami
Stale
FL
FL
Lip
33129
33129
CITY FUNDING AMOUNT: $2,000,000
Enabling Legislation: Resolution TBD
Funding Source Homeland Defense/Neighborhood
Improvement Bonds
Adoption Date
TBD/2007
Total Estimated Project Cost:
$4,000,000 (planning and design phase
covered by this agreement, detailed in
Exhibit A)
$275,018,126 (total of project)
CIP Job
Number:
(If applicable)
Prj B-78502
Project Description: Planning, development and project management activities relating to the
construction of Miami Science Museum to be located at the CITY's Bicentennial Park (Museum 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 as defined in
Section 1.4 herein, by and between the CITY OF MIAMI, a municipal corporation of the State of
Florida (hereinafter referred to as "CITY"), with offices at 444 S.W. 2nd Avenue, Miami, Florida
33130-1910 and the GRANTEE 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
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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 the PROJECT, and authorizes the
CITY MANAGER to execute the necessary
documents for this purpose.
Project Cooperative Agreement
WHEREAS, GRANTEE is to be the operator of
the PROJECT which will be a public museum, offering
interactive and other science exhibits, a planetarium,
outdoor exhibits, camps, classes, workshops,
educational resources, professional development and
youth programs 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 Museum of Science to be
located at the Museum Site will further enhance the
understanding of science and technology in an area
adjacent to the future Miami -Dade County Performing
Arts Center, projected to open in 2006, and will further
enhance science education and Miami's revitalization
program bringing local and international visitors,
creating jobs, improving workforce preparation,
increasing investments, as well as improving the
quality of life for residents;
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 EFFECTIVE DATE: shall mean the date the
Limited Ad Valorem Tax Bonds, Series 2007,
"Homeland Defense/Neighborhood
Improvement Bonds" are issued and the funds
made available to the CITY.
1,5 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
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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.
1.6 GRANTEE: A Florida not -for -profit corporation
existing under the laws of the State of Florida.
1.7 GRANTEE Project Manager: Person
designated by Grantee to manage and
supervise all activities relating to the
PROJECT.
1.8 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 lax,
environmental or regulatory counsel, auditors,
accountants, brokers and salespersons or any
other costs not expressly allowable by Section
1.4. There shall be no mark up by GRANTEE
on any costs, that is, only the actual, direct
cost incurred by GRANTEE may be billed to
the CITY for reimbursement.
1.9 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.
1.10 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.
1,11 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
Project Cooperative Agreement
the day-to-day, ministerial and other matters relating a cost less than the CITY FUNDING
to this Agreement. AMOUNT.
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 under this Agreement 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
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
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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, subject to future City/County
development agreements and the Museum Park
Memorandum of Understanding ("MOU"),. GRANTEE
shall convey title to such documents and/or property
to CITY, subject to future City/County development
agreements and the Museum Park MOU. The City
Manager shall have the authority 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.
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 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 Progress Reports: 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
Project Cooperative Agreement
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. Any periods of
inactivity must be justified and approved by the CITY.
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
standards of quality or aesthetics incorporated into
the PROJECT as originally presented to the CITY.
9 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 eligible for reimbursement, provided
adequate documentation accompanies the
reimbursement request in the form of approved
invoices, verified payment requests, and/or check
vouchers. For purposes of this Agreement, Project -
related hard costs that may be reimbursed shall be
defined to mean and include fees for labor, materials,
supplies, equipment, supervisory personnel, required
insurance and bonding, and/or the provision or
installation of furnishings, fixtures and equipment.
Project -related soft costs that may be reimbursed
shall be defined to mean and include fees for
professional engineers, architects, landscape
architects, surveyors, mapping, other bona fide
design professionals, permitting and associated costs,
and geotechnical testing. Project -related costs
incurred by the GRANTEE no earlier August 2002 are
also Eligible Expenses as defined herein.
Project Cooperative Agreement
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10 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.
11. Reimbursement Requests:
11.1 The Reimbursement request will be payable
no earlier than forty five (45) days following the
execution of this Agreement.
11.2 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. (2004) to the
CITY for all 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.
11.3 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.
11.4 In no event, however, shall the reimbursement
for soft costs exceed 17% of the total amount
of the Bonds issue.
11.5 Pre -Agreement Expense: GRANTEE
expenses paid prior to the execution of this
Agreement but no earlier than August 8, 2002
may be considered by CITY for reimbursement
provided such expenses are deemed by the
DIRECTOR, or designee, to meet the
definition of Eligible Expenses, Section 1.4.
12 Timeliness and Completion: Unjustified
periods of inactivity, failure to adhere to approved
time schedule and to complete project may result in
reimbursements, permits, and/or certificates of
occupancy being withheld and funds reverting back to
the CITY with the responsibility for PROJECT
completion remaining with the GRANTEE.
13 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.
14 Insurance and Bonding:
14.1 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.
14.2 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 255.06, 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
Project Cooperative Agreement
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an alternative form of security in lieu of the
Payment and Performance Bond, in such form
and amounts as may be reasonably required
by the CITY's Risk Management Administrator.
14.3 The CITY's Risk Management Administrator
shall be given at least 30 days prior written
notice of any cancellation, lapse,or material
modification of said insurance coverage and/or
bond.
15 Indemnity: The GRANTEE 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
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.
16 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 lime 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.
17 Acknowledgement of City Contribution: In
consideration that the facility is being partially planned
or constructed with funds provided by the CITY, the
CITY's name, logo, and slogan shall appear on the
facility in a manner consistent with acknowledgment
provided to other donors of a comparable funding
amount. The GRANTEE must include the following
credit line in all promotional marketing materials
related to this funding including web sites, news and
press releases, public service announcements,
broadcast media, programs, and publications: "THIS
PROJECT IS SUPPORTED WITH FUNDS FROM
THE CITY OF MIAMI"
18 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.
19 Miscellaneous:
19.1 Enforcement. The provisions of this
Agreement may be enforced in Miami Dade
County by all appropriate actions in law and in
equity by any party to this Agreement. In order
to expedite the conclusion of the actions
brought pursuant to this Agreement, the
parties, their successors and assigns will not
demand jury trial nor file permissive
counterclaims outside the bounds of this
Agreement in such actions. Each party shall
bear their own respective attorney's fees. A
court of competent jurisdiction may award
court costs to a prevailing party.
19.2 Counterparts, This Agreement may be
executed in any number of counterparts and
by the separate parties hereto in separate
counterparts, each of which when taken
together shall be deemed to be one and the
same instrument.
19.3 CITY Officials. The "CITY" is a municipal
corporation, and the CITY Manager as its
Chief Administrative Officer, or the DIRECTOR
as the CITY Manager's designee, is
empowered to make all decisions with regard
to this Agreement on behalf of the CITY,
unless otherwise provided by law or by
resolution of the CITY Commission.
19,4 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,
19.5 Notices. Any and all notices required or
desired to be given hereunder shall be in
writing and shall be deemed to have been duly
given when delivered by hand (including
recognized overnight courier services, such as
Federal Express) or three (3) business days
after deposit in the United States mail, by
registered or certified mail, return receipt
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).
19.6 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 10 include the singular,
and reference to any particular gender shall be
held to include every other and all genders.
19.7 Exhibits. All of the Exhibits attached to this
Agreement are incorporated in, and made a
part of, this Agreement.
19.8 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 20 herein, shall be
effective unless in writing and executed by the
parties, employing the same formalities as
were used in the execution of this Agreement.
19.9 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.
19.10 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.
Project Cooperative Agreement
20 Default, Termination:
20.1 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
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 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.
20.2 Default, and subsequent termination for cause
may include, without limitation, any of the
following:
20.2.1 GRANTEE fails to obtain the insurance
or bonding herein required.
20.2.2 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.
20.2.3 GRANTEE fails to complete the
Improvements in a timely manner as
required by this Agreement.
20.3 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 19.5, 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.
20.4 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 20.3.
20.5 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.
21 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.
22 Authority of GRANTEE Signatories: The
undersigned executing this Agreement on behalf of
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.
23 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.
24 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written, which shall have an effective date of
WITNESS
GRANTEE, Museum of Science, Inc., a Florida Not-
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Project Cooperative Agreement
Signature
Print Name, Title
ATTEST:
Grantee Corporate Secretary
(Affix Corporate Seal)
ATTEST:
For -Profit Corporation
Signature
Gillian Thomas, President
CITY OF MIAMI, a municipal corporation of the State
of Florida
Priscilla Thompson, City Clerk Pedro G. Hernandez, City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
LeeAnn Brehm, Administrator
Risk Management Department Jorge L. Fernandez, City Attorney
APPROVED AS TO CAPITAL IMPROVEMENT
PROGRAM:
By
Ola Aluko, CIP Director
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Project Cooperative Agreement
EXHIBIT A
EXHIBIT A: New Museum Costs from August 8, 2002 to August 30, 2006
DETAILED PROJECT
INFORMATION
ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF
COMPLETION
Submitted by: Miami Museum of Science and Planetarium
Date:
21-Jun-05
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Project Initiation by Museum of
Science to Design and Build New
Museum
Public Information and
Research
$81,145.99
$81,145.99
Reports, materials,
etc.
Complete through Feb
28, 2005
Feasibility Study and Market
Research for Construction of new
facility (2002-2003)
CCS
$86,100.79
108,899.21
195,000.00
Report
Completed Sept 30, 2003
Public Charrette Expenses
39,954.80
39,954.80
Report
8/2006
Web Site Development
35,000.00
35,000.00
Website
8/2006
Market Research for New
Museum
50,000.00
50,000.00
Report
8/2006
Project Planning
-
Phase 1 of Master Plan for
New Museum through Feb 28,
2005
Lord
39,317.16
39 317.16
Report
Complete Aug 2003 & Feb
2005
Project Planning Consultant
Coordinate New Museum Plan
Thomas
53,995.59
53,995.59
Documents
Completed Feb 2003
Project Planning Consultant
Content for New Museum
Bandelli
2,500.00
-
2,500.00
Documents
Completed May 15, 2005
Project Planning Consultant
Content for New Museum
Fargas
3,131.66
-
3,131.66
Documents
Completed May 15, 2005
Project Planning Consultant
Content for New Museum
Fidler
2,500.00
-
2,500.00
Documents
Completed May 15, 2005
Project Planning Consultant
Content for New Museum
Duensing
2,500.00
-
2,500.00
Documents
Completed May 15, 2005
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Project Cooperative Agreement
Financial Feasibility Study
45,000.00
75,000.00
120,000.00
Financial
Model/Budget
8/2006
Study consultants
_
Specialist Consultants
30,000.00
25,000.00
55,000.00
Documents
8/2006
Content Development
60,000.00
100,000.00
160,000.00
Documents and
Dwgs
8/2006
Technical Studies
30,000.00
$ 15,000.00
45,000.00
Documents and
Dwgs
8/2006
Sample Exhibits
40,000.00
40,000.00
Documents and
Dwgs
Engage Consultants:
International Advisors Peer
Review
15,000.00
_
15,000.00
Report
8/2006
PROJECT MANAGEMENT
-
Engagement of Project
Management Consultant
35,000.00
25,000.00
60,000.00
Engagement itr
8/2006
Engage Architect
110,000.00
100,000.00
210,000,00
Engagement Itr
8/2006
Development and Planning
80,000.00
65,000.00
145,000.00
Documents and
Plans
8/2006
Engage Design Consultant
25,000.00
50,000.00
75,000.00
Engagement Itr
8/2006
TOTAL ESTIMATED COST
$
700,000.00
$730,045.20
$1,430,045.20
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.
Time of Performance:
WORK BEGINS
8/2002
8/2002
10/2011
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Project Cooperative Agreement
EXHIBIT B
ENABLING LEGISLATION
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Project Cooperative Agreement
EXHIBIT C
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE-
(MIAMI SCIENCE 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
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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 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 Claim $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
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Project Cooperative Agreement
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
• 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 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