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HomeMy WebLinkAboutProject AgreementPROJECT CO-OPERATION AGREEMENT GRANTEE: Dade Heritage Trust, Inc. • PROJECT: Old Miami High in Southside Park Project Location: 140-142 SW 11th Street, Miami FL CCst Commission Sanchez Grantee Project Name Phone Fax Manager: Becky Roper Matkov 305-358-9572 305-358-1162 Name Phone Fax Address to. Becky Roper-Matkov above above Notifications CITY State Zip Regarding this Document Mailing Address • 190 SE 12th Terrace Miami FL 33131 sty Address same a Miami FL 33131 Miami Dade County General Obligation Bond CITY FUNDING AMOUNT: $355,000 Funding Source and/or City's General Fund Account or other Sources as available Enabling Legislation: R-07-0355 Adoption Date: June 14, 2007 Total Estimated Project Cost: $705,000 restoration, detailed in CIP Number: Job B-30532 Exhibit A tfaPPocablei Project Description: Construction, construction management and project management activities, to be administered by the City's Department of Capital Improvements Program, relating to the restoration of a historic structure located at a city owned property referred to as "PROJECT". THIS AGREEMENT (hereinafter referred to as the "AGREEMENT") is made and entered into as of Siktaii.A S'-1"` , 2007, 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 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 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, -1— Project Cooperative Agreement 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 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 at 140- 142 SW 11th 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 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 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 general contractors, construction material suppliers, professional engineers, architects, landscape architects, surveyors, mapping, other bona fide design professionals, planning professionals materials, geotechnical testing 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-profd corporation existing under the laws of the State of Florida. 1.6 GRANTEE Project Manager. Grantee and CITY agree that Project management and supervision of all activities relating to the 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 used for payment to employees, employee benefits, day-to-day expenses, payroll, lobbyists, legal -2— Project Cooperative Agreement counsel, or other obligations, debts, liabilities or costs or GRANTEE except as otherwise set forth in Exhibit A. In addition, expenses shall not include the costs of land or rights of way, and fees for lobbyists, legal or tax, environmental or regulatory counsel, auditors, accountants, brokers and salespersons or any other costs not expressly allowable by Section 1.4. 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. 1.8 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. 1.9 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 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/Project Manager 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 $355,000, which includes $300,000 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 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. 3.2 Other Assistance — not applicable 4 Grantee Responsibilities: 4.1 The GRANTEE and CITY shall work together to ensure the timely and satisfactory completion of the Project and facilitate cooperation between the 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 change orders for the Work. City understands and agrees that the balance of the funding is being provided by a State of Florida Historic Preservation Special Category grant, and Dade Heritage Trust's obligation to complete 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. The City's funding of this Project is capped at the value of the grant stipulated in this Agreement. 4.3 The GRANTEE shall permit the CITY to manage and supervise all aspects of the WORK including without limitation, scheduling, materials, labor, and the management of contractors, consultants, suppliers and 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 arty advance of City funds shall be regularly reported and repaid to the City. 4.6 GRANTEE shall 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 General Obligation Bond 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, provided however, that the City of Miami retains ultimate ownership, except as required by the State of Florida in its historic preservation grant -3— Project Cooperative Agreement agreement with the Grantee. GRANTEE shall convey title to such documents and/or property to CITY. The City Manager shall have the authority to accept ownership and title to such documents and /or property and shall 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 Progress Reports: 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. 7 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 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 discretion of the DIRECTOR. DIRECTOR shall review such changes with the GRANTEE and the Architect of Record prior to making any decisions. 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 eligible for reimbursement, provided adequate documentation accompanies the reimbursement request in the form of approved invoices, verified payment requests, and/or check vouchers shall be reimbursed upto a maximum of $355,00.00. Any costs incurred by DHT above said amount shall not be eligible for reimbursement by the City. 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, geotechnical testing and the Grantee's associated administrative costs. 9 Reimbursement Requests: 9.1 GRANTEE shall submit a detailed invoice or reimbursement request, as required by Section 3.1, which complies with Florida's Local Government 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 proof of payment from a bank. Provided that the WORK has been performed, the CITY shall make payment within thirty (30) days after the date the CITY receives a completed and acceptable reimbursement request including a sufficiently detailed invoice. 9.2 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 proof of payment from a bank. Provided the WORK has been performed, the CITY shall make payment within thirty (30) 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 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. 10 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. 11 Insurance and Bonding: 11.1 Insurance: The CITY's Risk Management Administrator reserves the right to require GRANTEE, or Grantee's Contractor, prior to commencing the WORK, to provide the CITY's -4— Project Cooperative Agreement 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 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. (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 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 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, 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 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 and GRANTEE'S Contractor 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. 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 attorneys 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 to this Agreement on behalf of the CITY, unless otherwise provided by law or by resolution of the CITY Commission. 15.4 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. -5— Project Cooperative Agreement 15.5 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).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 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. 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 by the CITY under Section 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 it will require its general contractor to 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's 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. 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 ("APA") including Titles 18 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. Default, Termination: 15.11 In the event of default, CITY shall suspend or withhold reimbursements from GRANTEE. The GRANTEE agrees to cure the cause of the default within thirty (30) days from the date the Director declares DHT in default of the Agreement Any amounts not paid when due the Contractor may accrue interest at the highest rate permitted by Florida law. 15.12 Default, and subsequent termination for cause may include, without limitation, any of the following: 15.12.1 GRANTEE and/or GRANTEE'S Contractor fails to obtain the insurance or bonding herein required. 15.12.2 GRANTEE and/or GRANTEE'S Contractor 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. 15.12.3 GRANTEE and/or GRANTEE'S Contractor fails to complete the Improvements in a timely manner as required by this Agreement. 15.13 Termination for Cause: Force Maieure. In the event of a default, which is not cured within thirty (30) 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 more 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 -6— Project Cooperative Agreement 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. 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 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. 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 and GENERAL CONTRACTOR'S 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. 18 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. 19 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 zit GRANTEE, Dade Heritage. Trust, Inc., a Florida Not - For -Profit Corporation Signature Signature e;f(g-PO-S"--- Amy E. Fumess Becky Roper Matkov, CEO Dade Heritage Trust, Inc., Corporate Secretary ATTEST: rant Corporate Secretary (Affix Corporate Seal) Print Name, Title Pedro G. Hernandez, City Manager ATTEST: Priscilla Thompson, i Cle k NCE Lee Ann Brehm, A•rni str. for Risk Management Department APPROVED AS T. INS REQUIREMENTS: APPROVED AS TO I PITAL IMPROVEMENT PROGRAM: IA�' By la A. Aluko, ector CITY OF of Florida G. Hem municipal corporation of the State ity Manager APPROVED AS TO LEGAL FORM AND CORRE TNESS; Jorge L. em.ndez, City Attorney -7- Project Cooperative Agreement EXHIBIT A EXHIBIT A: Old Miami High School in Southside Park DETAILED PROJECT INFORMATION ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION Submitted by: Dade Heritage Trust, Inc. Date: A PROJECT ELEMENT/TASK Vendor B CITY FUNDING AMOUNT C OTHER SOURCES D ESTIMATED COST E DELIVERABLE F ESTIMATED COMPLETION TIME Architectural Design W.B. Medellin, Architect, P.A. $0 $40,730 $40,730 100% Construction Documents May, 2007 A Administrative Management of Project Dade Heritage Trust $TBD* $35,000 $35,000 Negotiating and completing City agreement and paperwork, complying with insurance and other requirements, hiring and supervising contractor, preparing City progress reports, handling financial payments and reimbursement requests September 2008 Stabilization and Restoration of Old Miami High in Southside Park TurnKey Construction, Inc. $300,000 $274,270 $TBD'" See Exhibit C for itemization of construction costs August 2008 Construction Contingency"*" As Needed $55,000 $0 $55,000 TOTAL ESTIMATED COST $355,000 $350,000 $705,000 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. * City funding of the Administrative Management of project is contingent on availability of funds beyond construction costs. If funds permit, a portion of City grant 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. -8— Project Cooperative Agreement EXHIBIT B ENABLING LEGISLATION -9— Project Cooperative Agreement City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID: 07-00652A Enactment #: R-07-0355 Version: 1 Type: Resolution Introduced: 5/16/07 Status: Passed Enactment Date: 6/14/07 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING A GRANT TO THE DADE HERITAGE TRUST TO BE ADMINISTERED BY THE CITY'S DEPARTMENT OF CAPITAL IMPROVEMENTS, TO RESTORE THE FIRST MIAMI HIGH STRUCTURE LOCATED ON CITY -OWNED PROPERTY AT SOUTHSIDE PARK, 140-142 SOUTHWEST 11TH STREET, MIAMI, FLORIDA, IN THE AMOUNT OF $355,000; ALLOCATING SAID FUNDS FROM B-30532, CAPITAL IMPROVEMENT PROJECT ENTITLED: " OLD MIAMI HIGH RESTORATION" AND GENERAL FUND ACCOUNT NO. 00001.980000.548000.0000.00000 OR OTHER FUNDING SOURCES AS MAY BECOME AVAILABLE; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A PROJECT CO-OPERATION AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. WHEREAS, the City of Miami ("City") is the owner of real property located at 140-142 Southwest I 1 th Street, Miami, Florida, commonly known as the Southside Park ("Property"); and WHEREAS, the City approved the relocation of the Old Miami High School, also known as First Miami High School ("Building") by Dade Heritage Trust, Inc. ("Trust"), to a certain portion of the Property for public use; and WHEREAS, on February 9, 2006, the City Commission adopted Resolution No. 06-0074, authorizing an agreement between the City and the Trust, authorizing the Trust to oversee and to implement the renovation of the Building; and WHEREAS, the Trust was awarded a total of $350,000 in grant funds from the State of Florida Secretary of State for use in the restoration and renovation of the Building; and WHEREAS, the Department of Capital Improvements ("Department") received a commitment of funds from the Miami -Dade County Building Better Communities General Obligation Bond "(GOB") in the amount of Three Hundred Thousand Dollars ($300,000) for the capital project B-30532, Old Miami High Restoration ("Project"), also known as Miami -Dade County GOB Project No. 264-70542; and WHEREAS, Resolution No. 06-0321 adopted May 25, 2006 authorized the City Manager to execute Agreements with Miami -Dade County to receive funds on a reimbursement basis, in various amounts, for capital improvement projects funded by GOB; and WHEREAS, Resolution No. 06-0730 adopted December 14, 2006 authorized the City Manager to appropriate the GOB funds in the total amount of $300,000 for Project B-30532; and City of Miami Page 1 Printed on 72/2007 Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. A grant to the Trust to be administered by the City's Department of Capital Improvements, to restore the First Miami High structure located on the City -owned property at Southside Park, 140-142 Southwest 11th Street, Miami, Florida, in the amount of S355,000, is authorized, with funds allocated from B-30532, Capital Improvement Project entitled "Old Miami High Restoration" and General Fund Account No. 00001.980000,548000.0000.00000 or other funding sources as may become available. Section 3. The City Manager is authorized{ I } to execute an Agreement, in substantially the attached form, for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} City of Miami Page 2 Printed on 72/2007 EXHIBIT C PROJECT CONTRACTORS William B. Medellin, Architect, P.A. Turnkey Construction, Inc. -10- Project Cooperative Pgeement 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 $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations Aggregate Limit per project $2,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required 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 11. 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 -11— 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 -12— 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 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. -13- Project Cooperative Agreement