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HomeMy WebLinkAboutExhibitRevised Draft AMENDMENT NO. 1 TO THE PROJECT CO-OPERATION AGREEMENT GRANTEE: Dade Heritage Trust, Inc. PROJECT: Old Miami High Restoration in Southside Park 3 Project Location: 140-142 SW 11th Street, Miami FL Commission Sanchez District Name Phone Fax Grantee Project Manager: Becky Roper Matkov 305-358-9572 305-358- 1162 Notifications Regarding this Document Address to Name Becky Roper Matkov Phone above Fax above AddressiMaiing 190 SE 12th Terrace CITY Miami State FL Zip 33131 Street Address same Miami FL 33131 ADDITIONAL CITY $56,000 FUNDING AMOUNT: Funding Source: Capital Improvements Project No. B-30532 Enabling Legislation: R-08- Adoption Date: December 11,2008 This Amendment No. 1") (hereinafter referred to as the "AMENDMENT") is made and entered into as of , 2008, with the specified effective date, 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, a Florida not -for -profit corporation named above, with offices located at the Grantee Street Address given above, and hereby acknowledged and agreed to by GRANTEE's Contractor Turnkey Construction, Inc., a Florida for -profit corporation (hereinafter referred to as "CONTRACTOR"), with offices at 14411 South Dixie Highway, Suite 215, Miami, Florida 33176. RECITALS: WHEREAS, the Project Co-operation Agreement (the "Agreement", a copy of which is attached hereto, incorporated hereby and made a part hereof as Attachment 1), was entered into on September 5, 2007, pursuant to the approval of the City Commission by Resolution No. 07-0355 adopted June 14, 2007, outlining the respective expectations and obligations of the parties regarding the specified cooperative capital improvement project (the "PROJECT") named above in a total original funding amount not to exceed Three Hundred and Fifty -Five Thousand Dollars ($355,000) with the City to provide on a reimbursement basis an amount not to exceed Fifty -Five Thousand Dollars ($55,000); and WHEREAS, Miami -Dade County (the "County"), as a financial contributor on a reimbursement basis of an amount not to exceed Three Hundred Thousand Dollars ($300,000) to the PROJECT has required certain audit language to be added to all Building Better Communities General Obligation Bond funded agreements (a copy of which requirement correspondence is attached hereto as Attachment 2); and WHEREAS, GRANTEE has requested an increase to the funding amount under the Agreement and the City Manager has recommended and the City Commission on December 11, 2008 Revised Draft 07-2108 J 1 pursuant to the Enabling Resolution (a copy of which is attached hereto, incorporated hereby, and made a part hereof as Attachment 3) has authorized the City Manager to provide additional funding in the not to exceed amount of Fifty -Six Thousand Dollars ($56,000) to cover a shortfall due to insurance costs, civil engineering drawing delays, and necessary change orders including substitution of specified water fountain, additional equipment required by engineer post contract, and mechanical, electrical, and plumbing plan revisions; and WHEREAS, with this Amendment, the new total funding amount for the Project shall not exceed Four Hundred and Eleven Thousand Dollars ($411,000) and the Agreement's original Exhibits for the Project are revised and attached hereto, incorporated hereby and made a part hereof as "Revised Exhibits". WHEREAS, GRANTEE's governing body has authorized GRANTEE's representatives to enter into this Amendment as evidenced by its authorizing resolution attached hereto, incorporated hereby and made a part hereof as Attachment 4; and WHEREAS, Contractor's governing body has authorized Contractor's representatives to acknowledge and agree to this Amendment as evidenced by its authorizing resolution attached hereto, incorporated hereby and made a part hereof as Attachment 5; and NOW THEREFORE, in consideration of the foregoing findings and recitals which are incorporated herein by this reference and upon the terms and conditions and mutual obligations and covenants as set forth below, the CITY and GRANTEE agree, and the CONTRACTOR acknowledges and agrees as follow: Section 1. follows: The particular Sections of the Agreement set forth below are hereby amended as Section 3. Assistance From CITY: The CITY agrees to provide the following: Financial assistance in an amount not to exceed $355,000 $411,000, which includes $300,000 from the Miami -Dade County GOB and an additional $6-5990 $111,000, 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 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 9 herein. Section 13. Audit Rights: Pursuant to the applicable provisions of §18-100 to §18-102 of the Code of the CITY of Miami, as amended from time to time which are deemed as being incorporated by reference herein, the CITY may audit GRANTEE's records relating to this Agreement, during regular business hours, at a location within the CITY of Miami during the term of this Agreement and for three (3) years thereafter. For the purposes of inspection or auditing, Miami -Dade County, as financial contributor to the Project, shall have access to all books, records, and documents as required to maintain adequate records justifying all charges, expenses, and costs incurred which represent the funded portion of the Project. Such access shall be granted during normal business hours. Revised Draft 07-2108 2 Pursuant to Section 2-1076 of the Miami -Dade County Code, the County shall have the right to engage the services of an independent private -sector inspector general ("IPSIG") to monitor and investigate compliance with the terms of this Agreement and all amendments thereto. The Office of the MIAMI-DADE COUNTY INSPECTOR GENERAL (IG) shall have the authority and power to review past, present and proposed County programs, accounts, records, contracts and transactions, and contracts such as this Agreement and all amendments thereto for improvements some cost of which is funded with County funds. As such, the IG may, on a random basis, perform audits on this Agreement and all amendments thereto throughout the duration of said Agreement and all amendments thereto (hereinafter "random audits"). This random audit is separate and distinct from any other audit by the County. The IG shall have the power to retain and coordinate the services of an Independent Private Sector Inspector General (IPSIG) who may be engaged to perform said random audits, as well as audit, investigate, monitor, oversee, inspect, and review the operations, activities and performance and procurement process including, but not limited to, project design, establishment of bid specifications, bid submittals, activities of the Municipality, the GRANTEE, and the Contractor and their respective officers, agents and employees, lobbyists, subcontractors, materialmen, staff and elected officials in order to ensure compliance with contract specifications and detect corruption and fraud. The IG shall have the power to subpoena witnesses, administer oaths and require the production of records. Upon ten (10) days written notice to the Municipality (and any affected grantee, contractor and materialman) from IG the Municipality (and any affected grantee, contractor and materialman) shall make all requested records and documents available to the IG for inspection and copying. The IG shall have the power to report and/or recommend to the Board whether a particular project, program, contract or transaction is or was necessary and, if deemed necessary, whether the method used for implementing the project or program is or was efficient both financially and operationally. Monitoring of an existing project or program may include reporting whether the project is on time, within budget and in conformity with plans, specifications, and applicable law. The IG shall have the power to analyze the need for, and reasonableness of, proposed change orders. The IG is authorized to investigate any alleged violation by a grantee and by a contractor of its Code of Business Ethics, pursuant to Miami -Dade County Code Section 2-8.1. Section 2. Except as amended by this Amendment, all other provisions of the Agreement remain in full force and effect. Section 3. Financial and Insurance Requirements Updates. Grantee and Contractor, as and if applicable, have provided to the City's Capital Improvements Department Director and Risk Management Director any and all continuing financial requirements and continuing insurance requirements required by the City and/or the County under the GOB Program, copies of which are attached hereto as Composite Attachment 6. Revised Draft 07-2108 3 Section 4. No Solicitation. GRANTEE and the Contractor represent to the City that neither of them has employed or retained any person or company employed by the City to solicit or secure this Amendment to the Agreement and that neither of them has offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the receipt of this Amendment. Section 5. Counterparts. This Amendment may be executed in one or more counterparts, any one of which need not contain the signatures of more than one person, but all such counterparts taken together will constitute one and the same instrument. Section 6. Notices. All notices for this Amendment shall be given as set forth in the Agreement to the CITY, the GRANTEE, and the Contractor at their respective addresses set forth above and as further provided in the Agreement. Section 7. Severability. Should any provision, paragraph, sentence, word or phrase contained in this Amendment be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Amendment shall remain unmodified and in full force and effect or limitation of its use. IN WITNESS THEREOF, the CITY and the GRANTEE through their respective duly authorized representatives hereby execute this Amendment with an effective date of 2008 (the "Effective Date"), and the Contractor through its duly authorized representatives hereby acknowledge and agree to this Amendment as of such Effective Date. WITNESS: GRANTEE, a Florida Not -For -Profit Corporation Signature Signature Print Name, Title Print Name, Title ATTEST: Grantee's Corporate Secretary Signature and Print Name (Affix Corporate Seal) ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Priscilla A. Thompson, City Clerk Pedro G. Hernandez, P.E., City Manager Revised Draft 07-2108 4 APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: Lee Ann Brehm, Director Julie O. Bru, City Attorney Risk Management Department ACKNOWLEDGED AND AGREED TO BY CONTRACTOR: WITNESS: Signature Print Name/Title ATTEST: TURNKEY CONSTRUCTION, INC., a Florida For -Profit Corporation By: Signature Print Name/Title Contractor's Corporate Secretary Signature and Print Name All Attachments and Exhibits to come upon document execution Revised Draft 07-2108 5