HomeMy WebLinkAboutExhibitDRAFT
PROJECT COOPERATIVE AGREEMENT
GRANTEE:
Miami Arts Museum of Dade County Association, Inc.
PROJECT: Miami Arts Museum
Project Location: Miami Bicentennial Park
Grantee Project
Manager: Terence Riley, Director
Commission 2 (Sarnoff)
District
Notifications
Regarding
this Document
Name
Address to
Mailing
Address
Name
Terence Riley, Director
Miami Arts Museum
Association, Inc.
Phone Fax
30575-3000 305-375-1725
Phone
305-375-3000
f Dade , County
Fax
305-375-1725
State
FL
Zip
33130
Street
Address
101 West Flagler Street
Miami
FL
33130
CITY FUNDING AMOUNT: $2,000,000
Enabling Legislation and
Conditions:
Funding Source
Resolution No. 07-0347,
Resolution No. 08-0290,
Resolution No. 08-
Total Estimated ProjectCost: $208,000,000
Adoptio
Homeland Defense/Neighborhood
Improvement Bonds
Date
CIP Job Number:
(i£ applicable),
6/14/07, 05/22/08, and
07/24/08
B-78503
Miami, Art Museum to be located at the CITY of Miami
THIS AGREEMENT r(hereinafter referred to as the "AGREEMENT") is made and
entered into: as of , 2008, with the specified effective date as defined in
Section 1.4herein, by and between the CITY OF MIAMI, a municipal corporation of the State of
Florida (hereinafter referred 1t ° 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
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 allow the CITY'S
participation in the PROJECT, and authorizes the
CITY MANAGER to execute the necessary
documents for this purpose.
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Project Cooperative Agreement
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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
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 FINAL ADOPTION DATE: shall mean the date
the final resolution authorizing the agreement
was adopted by the Commission.
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 or Capital Improvements, or
�is`authorized Designee.
1.4 ELIGIBLE EXPENSES: For purposes of this
Agreement, Project -related costs that "may be
funded'; frpm the CITY FUNDING AMOUNT
shall be -defined to mean end include fees for
professional engineers architects, landscape
architects, surveyors, apping, other bona fide
design professionals,`mand'`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. Expenses
incurred following the adoption date are
eligible for reimbursement.
1.5 EFFECTIVE DATE: shall mean the later of
either (a) the final adoption date or (b) the date
the Memorandum of Understanding is
executed.
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-lay expenses, payroll, lobbyists, legal
counsel, or other obligations, debts, liabilities
or costs or GRANTEE. In addition, expenses
shall not include thecosts of land or rights of
way, and fees for "lobbyists, legal or tax,
environmental or regulatorycounsel, 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 to
the;CITY for reimbursement. Soft costs in
excess,, of seventeen percent (17%) of
PROJECT costs shall not be considered
eligible' expenses.
1.9 MEMORANDUM OF UNDERSTANDING: shall
mean the agreement between the CITY, the
GRANTEE, Miami -Dade County, the Miami
Science Museum, the Miami Sports and
Exhibition Authority and the Historical Museum
of Southern Florida conceming the
development, design, construction and
operation of the Museum Park project in
Bicentennial Park.
1.10 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.
1.11 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.
1.12 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 two
(2) additional one (1) year periods upon the
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Project Cooperative Agreement
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CITY's approval for satisfactory performance
and progress.
2 CITY Representative: Except as otherwise
stipulated herein, the DIRECTOR shall be responsible
to render direction, assistance and decisions to
GRANTEE regarding this Agreement. The
DIRECTOR shall assign a Representative to handle
the day-to-day, ministerial and other matters relating
to this Agreement.
3 Assistance From CITY: The CITY agrees to
provide the following:
3.1 Financial assistance in an amount not to
exceed $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 10 herein.
3.2 Other Assistance — not applicable
4 Grantee Responsibilities:
4.1 The GRANTEE shall ensure the timely and.a
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 tfp to the Total
Estimated 'project Cost, ►tcluding without
limitation any Cost Overruns and/or change
ciders for the W
4.3 The ;GRANTEE shall manage and supervise
all aspects of the WORK .including without
limitation, designing, engineering, scheduling,
permitting materials labo means and
methods orconstruction, nand 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.
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 Tess
than the FUNDING AMOUNT, one hundred
percent of the savings shall accrue to the CITY
4.8 Grantee shall fulfill in a timely mariner all of the
conditions a:required by City Commission
Directives on June, 2007, May 22, 2008
and July 24, 2008 as more specifically detailed
in the ',definitive Community Benefits
Agreement and the Sublease Agreement to be
negotiated. Failure to. fulfill the conditions shall
constitute a defaultof the
Ownership: The parties „ ,agree that the
GRANTEE shall be the owner of the plans,
specifications, and permits, after the'completion and
acceptance 0-construction by the GRANTEE and the
CITI
6 Homeland Defense Bonds, Condition
Precedent: Where the CITY FUNDING SOURCE for
he FUNDING ,AMOUNT, or any portion thereof, has
been identified as the Limited Ad Valorem Tax Bonds,
Series 2007, 'Homeland Defense / Neighborhood
ImprovementBonds" (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 shall be used for a bona fide public
purpose and there shall be no resulting, or only
incidental, private benefit.
7 Project Progress.
In addition 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
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Project Cooperative Agreement
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deemed appropriate by the DIRECTOR. GRANTEE
shall duly consider and implement comments and
revisions suggested by the DIRECTOR from such
periodic reviews. Throughout the preparatory or
design process, GRANTEE shall use its best effort to
ensure that the WORK and the PROJECT can be
completed within the CITY FUNDING AMOUNT and
Total Estimated Project Cost, respectively.
Such Documents shall be forwarded to the
DIRECTOR for his review and approval as to
consistency with the PROJECT as presented by
GRANTEE to CITY, and said approval by DIRECTOR
shall not be unreasonably withheld, conditioned or
delayed. In the event the DIRECTOR fails to
comment in writing on such documents in writing
within thirty (30) days of their transmittal to him, the
documents will be deemed approved without the
necessity of further action.
GRANTEE shall keep DIRECTOR informed as to the
progress of the PROJECT by submitting progress
reports quarterly within 30 days of the month following
the end of each quarter ending December 31, March
31, June 30 and September 30. The report should
provide information regarding project status, activities,
funding raised and expended.
8 Changes to Scope of WORK:. In order to....
assure that the WORK and .the PROJECT can be ;<
completed within the CITYrFUNDING 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.thesole
discretion of the, DIRECTOR ;There" „shaft.be no
modification in scope that, solely in"the opinion of the
tiv
DIRECTOR,f .negaely impacts <"or reduces the
standardsof"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 the Final Adoption
Date is not an Eligible Expense.
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 invoice or
reimbursement request, as required by Section
3.1, which complies with Florida's Prompt
Payment Act, §218.70, Fla. Stat. (2003) to the
CITY for all Eligible Expenses relating to the
WORK performed during the preceding period,
along withreasonable substantiating
documentation as requested by the
DIRECTOR, . including, without limitation,
copies„ of invoices and cancelled checks.
Provided the -WORK has been performed, the
CITY shall make payment within forty-five (45)
days after the date ,the CITY receives a
completed reimbursement request including a
sufficiently detailed invoice.;.,
10.3 The GRANTEE shall substantiate its collection
and'' -expenditure of the matching funds, as
noted -in Section 9, for the PROJECT prior to
receiving reimbursements of the CITY
FUNDING AMOUNT.
4 The GRANTEE shall provide evidence that the
Memorandum of Understanding has been fully
executed prior to receiving reimbursements of
the CITY FUNDING AMOUNT.
10.5 In no event, however, shall the reimbursement
for soft costs exceed 17% of the total
PROJECT costs.
10.6 City will not make reimbursement of any
expenses occurring before the Final Adoption
Date.
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 reserves the right to require
GRANTEE, prior to commencing the WORK,
to provide the CITY's Risk Management
Administrator with evidence, consisting of
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Project Cooperative Agreement
certificates or policies of insurance
documenting: (a) builder's risk insurance; 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.
12.2 Payment and Performance Bond: Where
WORK includes the construction of
improvements, prior to commencing the
WORK, GRANTEE shall provide to the CITY's
Risk Management Administrator a copy of the
Payment and Performance Bond from the
general contractor in substantially the form
prescribed for a public construction bond by
Section 255.05, Fla. Stat. (2003). The CITY
shall be a named obligee on the Payment And
Performance Bond required by this section
which shall be in an amount not less than the
CITY FUNDING AMOUNT allocated for those
improvements. As allowed under the
provisions of §255.05(7), Florida Statutes
(2003) the CITY'S Risk Management
Administrator may, in writing, decide to accept
an alternative form of security in lieu of the
Payment and Performance Bond, in such form
and amounts as may be reasonably requiredv,,
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, apses, or material
modification of said insurance coverage and/or"
bond.
13 Indemnity
The GRANTEE shall indemnify and hold harmless ttF
CITY and its officers, employees,. "agents Wand;:
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 o'r resulting from the performance of this
agreement by the GRANTEE o' ! its employees,
agents, servants, partners, .X' principals or
subcontractors. The GRANTEE shall pay all claims
and losses in connection therewith and shall
investigate and defend all :etaiims, 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 attomeys' 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 $200,000 from any
and all personal injury or property damage claims,
liabilities, losses or causes of action which may arise
as a result of the negligence of the GRANTEE. The
limitations in Section 768.28, Florida Statute shall only
apply to indemnity claims relative to negligence
actions, otherwise (e.g. for contract and all other civil
actions) this indemnity is not so limited.
14 Audit Rights ,Pursuant to the applicable
provisions of §1$ 100"to §18-102 of the Code of the
CITY of Miami, ts,amended from time to time which
are deemed as ,,being incorporated by reference
herein, theCITY may audit GRANTEE's records
relating to_`tFis Agreement, during regular business
hours, at a location within_ the CITY of Miami during
the;term of this Agreement •and for three (3) years
thereafter.
15 Acknowledgement of City Contribution: In
considerationthat the facility is being -partially planned
or constructed with funds provided by the CITY, the
CITY's, came, 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 ati 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"
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 goveming 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 competent jurisdiction may award
court costs to a prevailing party.
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Project Cooperative Agreement
17.2 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.
17.3 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.
17.4 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 ether
disposition by GRANTEE without having first
secured the approval of the CITY Manager; or.
his designee, which may, be unreasonably;
withheld or delayed.
17.5 Notices. Any and ;a11 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 courser services, such as
Federal Express) or three (3) business days ''-'
after` x leposit in the. United States mail, by
registered or certified, mail ,,,,return receipt
requested, postage prepaid, and addressed to
the .:CITY Manager. and/or Director ;.for the
CITYt 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
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.
17.8 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 18 herein, shall be
effective unless in writing and executed by the
parties, employing the same formalities as
were used in the execution of this Agreement.
17.9 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
quipped with safety gear in accordance with
OSHA regulations or if a continuing pattern of
non-compliance with safety regulations is
exhibited by GRANTEE.
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.
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 Florida law.
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Project Cooperative Agreement
18.2 Default, and subsequent termination for cause
may include, without limitation, any of the
following:
18.2.1 GRANTEE fails to obtain the. insurance
or bonding herein required.
18.2.2 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.
18.2.3 GRANTEE fails to complete the
Improvements in a timely manner as
required 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 • andror the CITY's funding
obligations under the Agreement may be
terminated, for cause, at the optionlof and by
the CITY Manager, "if;any default is' not cured
by GRANTEE or GRANTEE does not comply''
with ,anymaterial terms; covenants or
coed tton provided herein withtn ninety (90)
days from the date F f a written notic a from the
Cl i Y Manager; or when, in the opinion of the
CITY Commission, termination is necessary to
protect he interests of public health, safety or
general welfare. This subsection shall not
apply during any period of Force Majeure
extension pursuant to Section 18.3.
18.5 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 attomey'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
GRAM* 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
uty, 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 requirements.
22 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.
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Project Cooperative Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written, which shall have an effective date of
WITNESS:
Signature
Print Name, Title
ATTEST:.
Grantee Secretary
(Affirm Grantee Seal, if available)
ATTEST:
GRANTEE, Miami Arts Museum of Dade County
Association, Inc., a Florida Not -For -Profit
Corporation
Signature
Terence Riley, Director-?,
(Corporate Seal)
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 FORM AND CORRECTNESS:
REQUIREMENTS:
LeeAnn Brehm, Direct()
Risk Management Department
Julie O. Bru, City Attorney
Project Cooperative Agreement
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EXHIBIT A ",24 FT
DETAILED PROJECT INFORMATION
ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION
SUBMITTED BY:
Date
A
PROJECT ELEMENT /
TASK
(Soft Costs) Architects,
Engineers
Design Architect and
Executive Architect
MEP/FP Consultants
CITY FUNDING AMOUNT
OTHER SOURCES
ESTIMATED COST
E
DELIVERABLE
F
Estimated Completion
Time
$.19,764,336;.
$9,269,835
$2,229,959
Structural Consultants
Civil Engineers
Geotechnical Investigations &
Engineering
Site Survey
Landscape Architect
$1,114,979
I;$450,000
$155,000
$50,000
$0
Consulting Fees
Digital Systems
Consultant/Technology
Consultant
Architectural
conservation/probes
Daylight/thermal studies
Preconstruction services
Curtain wall/Envelope
Estimator
Estimator
$50,000
$0
$100,000
$75,000
$50,000
$145,000
Lighting consultant
$200,000
Acoustical/audio visual
consultants
$125,000
J
Elevator/Escalator consultant
Security consultant
$50,000
$110,000
Programming/planning
$50,000
Food service consultant
$100,000
Signage/graphics designer
$350,000
Code consultant, expeditor
$55,000
Existing conditions
drawings/survey
Retail consultant
$0
$50,000
Monitoring
$0
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Project Cooperative Agreement
Tib AFT
Air flow test/CFD Analysis
Controlled
Inspections/Testing
Water Feature Consultant
$50,000
$270,000
575,000
Environmental Engineer EIS
$75,0001;
LEED's Consultant
$6>t000
Traffic
$0
Expeditor
$I
Document Peer Review
Direct Travel and Expense
4% of consultant fees)
Consultant Reimbursable (
9% of Consultants fees)
FF#E
$45,000,
$759,891
$1,709,755
5769.750
Owners Items
Total Base Project
Owner's Contingency
Total Including Owner's
Contingency
$6,284,303
•_,$106,150,346
$5,000,000
111,150,346
The Project Elements /Tasks listed above with an amount listed in Column B, CITY FUNDING AMOUNT, shall constitute the WORK; all items listed in Column
A shall constitute the PROJECT. The GRANTEE shall complete all PROJECT pp ents/Tasks.described above within the time specified.
Time Of Perfromance: WORK Begins and Ends
PROJECT Begins ; and Ends
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APPROVED BY:
Director
Date
Project Cooperative Agreement
EXHIBIT B
ENABLING LEGISLATION
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Project Cooperative Agreement