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HomeMy WebLinkAboutExhibit SUB86 al or. MEMORANDUM OF UNDERSTANDING BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI This Memorandum of Understanding ("MOU") is made and entered into this day of , 2013 by and between the Miami -Dade County, a political subdivision of the State of Florida ("County"), and the City of Miami, a body politic ("City"). RECITALS WHEREAS, on , 201_, the City Commission adopted Resolution No. which authorized the City to allocate in funds for ; and WHEREAS, the County owns and operates a public housing development commonly known as the Liberty Square Public Housing Development (hereinafter "Liberty Square"); and WHEREAS, the County has delegated the administration of its public housing program to its housing department, Miami -Dade Public Housing and Community Development Department; and WHEREAS, Liberty Square presently lacks a playground and sports field area for the children who reside with their families in the public housing development and surrounding community; and WHEREAS, the City, the County and the residents desire to create a safe environment for the children of Liberty Square; and WHEREAS, the City desires to fund the installation of a playground area for the children of Liberty Square to be located and WHEREAS, the Miami -Dade County Board of County Commissioners pursuant to Resolution No. R- -12 has authorized the County Mayor or the County Mayor's designee to execute this MOU with the City; and WHEREAS, the Miami City Commission pursuant to Resolution No. has authorized the City Manager or the City Manager's designee to execute this MOU with the County; and 1 of 13 NOW THEREFORE, in consideration of the premises and mutual covenants and promises contained herein, the County and the City agree as follows: ARTICLE I PURPOSE The purpose of this MOU is to ensure for the funding and installation of a playground for the children of Liberty Square. The parties recognize that a playground that is installed within the boundaries of the public housing development will provide a safe haven for the children who reside within the development. The use of the word "playground" for this MOU refers to the designated area located at Liberty Square where stationary and manipulative play equipment will be located to facilitate a child's physical, emotional, social, and intellectual development. ARTICLE II TERM OF THE MOU 2.1 The term of this MOU shall commence on the last date of execution by the parties and continue until 20 unless terminated by either party pursuant to Article VII below. 2.2 The parties agree that time is of the essence in the performance of each and every obligation under this MOU. ARTICLE III RESPONSIBILITIES OF THE PARTIES 3.1 City's Responsibilities. The City hereby agrees as follows: (a) To install playground equipment purchased by the County, and to fund and install a youth athletic field, irrigation, fencing, bleacher, and shade structure to be located within Liberty Square. Subject to available funds, the maximum amount payable for services rendered under this MOU shall not exceed One Hundred Seventy -Five Thousand Dollars 00/100 ($175,000.00). (b) To install the playground in substantially the design described in Exhibit A. (c) To fund and install the youth athletic field, irrigation, fencing, bleacher, and shade structure in substantially the design described in Exhibit B. (d) Provide proper fall surfacing under and in the playground area. The City shall consider the standards for fall surfacing recommended by the National 2 of 13 Program for Playground Safety, including ensuring that twelve (12) inches of loose -fill surfacing is used to provide an extra measure of safety. "Loose -fill" choices may include sand, pea gravel, wood products (chips, mulch), and rubber products (i.e., shredded tires), or pour -in -place safety surface. The age of the children, as defined in this paragraph, who will use the playground shall be considered prior to the selection of the appropriate loose -fill. (e) Ensure that the playground is not installed over cisterns, or near poisonous plants such as nightshade. 3.2 County's Responsibilities. The County hereby agrees as follows: (a) To fund the acquisition of the playground equipment. (b) To ensure that a warranty for the playground is issued in the name of Miami - Dade County in substantially the form attached hereto as Exhibit C. (c) Design an age -appropriate playground. The County will further ensure that the design and equipment complies with the standards established by the American Society for Testing and Materials (ASTM), which sets industry standards for playground equipment, and the standard for Public Use Playground Equipment. The design should also comply with the safety standards established by the National Program for Playground Safety. (d) To ensure that the playground and the public housing development are secured by fencing. (e) To properly maintain the playground, youth athletic field, irrigation, fencing, bleachers, safety surface, and shade structure for its lifetime, including the equipment and the surfacing as well as the vendor's maintenance recommendations as more fully described in Exhibit D. The maintenance of the playground does not include any areas that require maintenance by a third party, including but not limited to any vendor who is leasing space in the community center adjacent to the newly installed playground. The County shall ensure that nuts and bolts are tightened and all other safety measures are taken into account. The County shall ensure that trash is picked up in the playground and shall maintain the loose -fill surface material at a proper depth to absorb any falls. Animals should be kept out of the area. Should the County fail to maintain the playground equipment and surfacing in accordance with this provision, the County shall, at its own expense, restore the playground equipment and/or surfacing to its original condition. ARTICLE IV PROJECT MANAGEMENT AND NOTICE 3 of 13 4.1 The Project Manager for the County is Jeannie Mendoza, Interim Director, Asset Management Division, Miami -Dade Public Housing and Community Development, 701 N.W. 1st Court, 16t1i Floor, Miami, Florida 33136, telephone number (786) 469- . The Project Manager for the City is Ralph Gonzalez, Operations Coordinator, City of Miami Parks and Recreation Department, , Miami, Florida 33 , telephone number (305) 960-3001. The parties shall direct all matters arising in connection with the performance of this MOU, other than notices, to the attention of the Project Managers for attempted resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this MOU. 4.2 All notices, demands, or other communications to Miami -Dade County under this MOU shall be in writing and shall be deemed received if sent by certified mail to: Miami -Dade County 111 N.W. 1st Street, Suite 2810 Miami, Florida 33128 Attn: County Mayor All notices, demands, or other communications to the City under this MOU shall be in writing and shall be deemed received if sent by certified mail to: City of Miami 3500 Pan American Drive Miami, Florida 33133-5504 Attn.: City Manager City Attorney 444 SW 2' Avenue 9t1i Floor Miami, FL 33130 The County and the City shall also provide a copy of all notices to the Project Managers. All notices required by this MOU shall be considered delivered upon receipt. Should any party change its address, written notice of such new address shall promptly be sent to the other parties. ARTICLE V INDEMNIFICATION 5.1 The County assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the County and the officers, employees, servants, and agents thereof. The County warrants and represents that it is self -funded for liability insurance, or has liability insurance, 4 of 13 both public and property, with such protection being applicable to the County officers, employees, servants and agents while acting within the scope of their employment with the County. 5.2 The City assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the City and the officers, employees, servants, and agents thereof. The City warrants and represents that it is self -funded for liability insurance, or has liability insurance, both public and property, with such protection being applicable to the City's officers, employees, servants and agents while acting within the scope of their employment with the City. 5.3 The County and the City further agree that nothing contained herein shall be construed to interpret as (1) denying to either party any remedy or defense available to such party under the laws of the State of Florida; (2) the consent of the United States or its agents and agencies to be sued; (3) the consent of the State of Florida or its agents and agencies to be sued; or (4) a waiver of sovereign immunity of the State of Florida beyond the waiver provided in Section 768.28, Florida Statutes. ARTICLE VI INSURANCE 6.1 The parties hereto acknowledge that the County and the City are self -insured governmental entities subject to the limitations of Section 768.28, Florida Statues. The County and the City shall maintain a fiscally sound and prudent risk management program with regard to their obligations under this MOU in accordance with the provisions of Section 768.28, Florida Statutes. The County and the City shall collect and keep on file documentation of insurance of any and all contractors contracted to provide the services or product used in conjunction with this MOU in any way. The County and the City shall further require all contractors to include the County and the City as named insured and shall provide the County and the City with a copy of the insurance policy purchased by any contractor prior to commencement of the Services. ARTICLE VII TERMINATION/REMEDIES 7.1 If any party fails to fulfill its obligations under this MOU in a timely and proper manner, the other parties shall have the right to terminate their participation under this MOU by giving written notice of any deficiency. The party in default shall then have thirty (30) calendar days from receipt of notice to correct the deficiency. If the defaulting party fails to correct the deficiency within this time, this MOU shall terminate at the expiration of the thirty (30) day time period. 5 of 13 7.2 Any party may terminate this MOU at any time for convenience upon ninety (90) calendar days prior written notice to the other party. Any such termination shall be effected by delivery to the other of a Notice of Termination specifying the extent to which performance of work under the MOU is terminated, and the date upon which such termination becomes effective. 7.3 .In the event a dispute arises which the Project Managers cannot resolve between themselves, the parties shall have the option to submit to nonbinding mediation. The mediator or mediators shall be impartial, shall be selected by parties, and the cost of the mediation shall be borne equally by the parties. The mediation process shall be confidential to the extent permitted by law. 7.4 This MOU has no third -party beneficiaries (intended or incidental), who may enforce obligations of any party should the MOU be terminated. ARTICLE VIII RECORDS RETENTION/OWNERSHIP The County and the City shall maintain records and each party shall have inspection and audit rights as follows: 8.1. Maintenance of Records: All parties shall maintain all financial and non- financial records and reports directly or indirectly related to the negotiation or performance of this MOU including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made available for inspection for a period of five (5) years from the expiration or termination date of this MOU. 8.2. Examination of Records: All parties or their designated agents shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this MOU. Such examination may be only within five years from the expiration or termination of this MOU and upon reasonable notice, time and place. 8.3. Extended Availability of Records for Legal Disputes: In the event that any party should become involved in a legal dispute with a third party arising from performance under this MOU, the other parties shall extend the period of maintenance for all records relating to this MOU until the final disposition of the legal dispute, and all such records shall be made readily available. ARTICLE IX STANDARDS OF COMPLIANCE 6 of 13 9.1 The County and City, their employees, subcontractors, partners or assigns, shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this MOU to which their activities are subject. 9.2 The County and the City shall allow public access to all project documents and materials it maintains in accordance with the provisions of Chapter 119, Florida Statutes. Should the County and/or the City assert any exemptions to the requirements of Chapter 119 and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be both upon the County and the City. 9.3 All parties assure that no person shall be excluded on the grounds of race, color, creed, religion, national original, ancestry, disability, age, sex, pregnancy, marital status, familial status, sexual orientation, veteran status, or source of income from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this MOU. All parties shall take all measures necessary to effectuate these assurances. ARTICLE X RELATIONSHIP BETWEEN THE PARTIES 10.1 The County and the City are independent contractors. No party is an employee or agent of any other party. Nothing in this MOU shall be interpreted to establish any relationship other than that of independent contractors, between the County and the City, or between their respective employees, agents, subcontractors, partners, or assigns, during or after the performance of this MOU. ARTICLE XI GENERAL PROVISIONS Notwithstanding any provisions of this MOU to the contrary, the parties shall not be held liable for any failure or delay in the performance of this MOU that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, acts of God, or for any other cause of same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this MOU shall otherwise remain in effect. 11.2 In the event any provisions of this MOU shall conflict, or appear to conflict, the MOU, including all exhibits, attachments and all other documents specifically incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. 7 of 13 11.3 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this MOU by the parties, their successors and assigns shall not be deemed a waiver of any rights or remedies, nor shall it relieve the other parties from performing any subsequent obligations strictly in accordance with the term of this MOU. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. Such waiver shall be limited to provisions of this MOU specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 11.4 Should any term or provision of this MOU be held, to any extent invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this MOU, to the extent that the MOU shall remain operable, enforceable and in full force and effect to the extent permitted by law. 11.5 This MOU may be amended only with the written approval of the parties hereto. 11.6 This MOU states the entire understanding and agreement between the parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the parties with respect to the subject matter of this MOU. The parties recognize that any representations, statements or negotiations made by the staff of either party does not suffice to legally bind either party in a contractual relationship unless they have been reduced to writing and signed by their authorized representative(s). This MOU shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. 8 of 13 IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this MOU on the date first written above. ATTEST: Harvey Ruvin, Clerk Deputy Clerk ATTEST: Todd B. Hannon, City Clerk By: Bv: By: MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS Russell Benford Deputy Mayor Approved for legal form and sufficiency: Terrence A. Smith Assistant County Attorney CITY OF MIAMI, a municipal corporation of the State of Florida City Clerk Johnny Martinez. City Manager Approved as to Insurance Requirements: Calvin Ellis, Director, Risk Management By: 9 of 13 Approved for legal form and sufficiency: Julie O. Bru, City Attorney EXHIBIT "A" PLAYGROUND DESIGN 10 of 13 EXHIBIT "B" ATHLETIC FIELD DESIGN 11 of 13 EXHIBIT "C" PLAYGROUND EQUIPMENT WARRANTY 12 of 13 EXHIBIT "D" Vendor Recommended Maintenance Schedule 13 of 13 MEMORANDUM OF UNDERSTANDING BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI This Memorandum of Understanding ("MOU") is made and entered,/into this day of , 20013 by and between the Miami-D ode County, a political subdivision of the State of Florida ("County"), and the City of ami, a body politic ("City"). WHEREAS, on Resolution No. RECITALS , 201_, the ity Commission adopted which authorized the City to allocate in funds for ;and WHEREAS, the County owns and oper• es a public housing development commonly known as the Liberty Square Pub} Housing Development (hereinafter "Liberty Square"); and WHEREAS, the County has dele giated the administration of its public housing program to its housing department, ,l'ami-Dade Public Housing and Community Development Department; and WHEREAS, Liberty Squari presently lacks a playground and sports field area for the children who reside with heir families in the public housing development and surrounding community; and WHEREAS, the City, the County and the residents desire to create a safe environment for the childr n of Liberty Square; and WHEREAS, t € City desires to fund the installation of a playground area for the children of Liberty . quare to be located and WHEAS, the Miami -Dade County Board of County Commissioners pursuant to Resolution o. R- -12 has authorized the County Mayor or the County Mayor's designee to eoute this MOU with the City; and HEREAS,, the Miami City Commission pursuant to Resolution No. has authorized the City Manager or the City Manager's designee to exe}{t'e this MOU with the County; and / NOW THEREFORE, in consideration of the premises and mutual covenants and 4Dromises contained herein, the County and the City agree as follows: >sX � l3—1 S1� 1 of 12 ARTICLE I PURPOSE The purpose of this MOU is to ensure for the funding and inst filation of a playground for the children of Liberty Square. The parties recognize tha a playground that is installed within the boundaries of the public housing developme will provide a safe haven for the children who reside within the development. The se of the word "playground" for this MOU refers to the designated area located at Lib-rty Square where stationary and manipulative play equipment will be located to facilita a child's physical, emotional, social, and intellectual development. ARTICLE II TERM OF THE MOU 2.1 The term of this MOU shall commence on the last date f execution by the parties and continue until 20 unless erminated by either party pursuant to Article VII below. 2.2 The parties agree that time is of the essence in the performance of each and every obligation under this MOU. ARTICLE III RESPONSIBILITIES OF T ° E PARTIES 3.1 City's Responsibilities. The City hereby .grees as follows: (a) To install playground equipment r rchased by the County, and to fund and install a youth athletic field, irriton, fencing, bleacher, and shade structure to be located within Liberty Sq .e, Subject to available funds, the maximum amount payable for services r ndered under this MOU shall not exceed One Hundred Seventy -Five Thou nd Dollars 00/100 ($175,000.00). (b) To install the playground i substantially the design described in Exhibit A. (c) To fund and install the outh athletic field, irrigation, fencing, bleacher, and shade structure in subs antially the design described in Exhibit B. (d) Provide proper fall s rfacing under and in the playground area. The City shall consider the stan ards for fall surfacing recommended by the National Program for Play ound Safety, including ensuring that twelve (12) inches of loose -fill surfaci g is used to provide an extra measure of safety. "Loose -fill" choices may i lude sand, pea gravel, wood products (chips, mulch), and rubber produc (i.e., shredded tires), or pour -in -place safety surface. The age 2 of 12 of the children, as defined in this paragraph, who will use the playground shall be considered prior to the selection of the appropriate loose -fill, (e) Ensure that the playground is not installed over cisterns, or near poisonous plants such as nightshade. 3.2 County's Responsibilities. The County hereby agrees as follows: (a) To fund the acquisition of the playground equipment. (b) To ensure that a warranty for the playground is issued in name of Miami - Dade County in substantially the form attached hereto as xhibit C. (c) Design an age -appropriate playground. The County' will further ensure that the design and equipment complies with the st dards established by the American Society for Testing and Materials (,/ STM), which sets industry standards for playground equipment, and the standard for Public Use Playground Equipment. The design show rd also comply with the safety standards established by the National Pro din for Playground Safety. (d) To ensure that the playground and he public housing development are secured by fencing. (e) To properly maintain the playgr find, youth athletic field, irrigation, fencing, bleachers, safety surface, and/ade structure for its lifetime, including the equipment and the surfa ing as well as the vendor's maintenance recommendations as more ally described in Exhibit D. The maintenance of the playground does not i elude any areas that require maintenance by a third party, including but no limited to any vendor who is leasing space in the community center adIcent to the newly installed playground. The County shall ensure that nut and bolts are tightened and all other safety measures are taken into account The County shall ensure that trash is picked up in the playground and s all maintain the loose -fill surface material at a proper depth to absorb any lls. Animals should be kept out of the area. Should the County fail toil aintain the playground equipment and surfacing in accordance with this p /vision, the County shall, at its own expense, restore the playgroun equipment and/or surfacing to its original condition. ARTICLE IV PROJECT MANAGEMENT AND NOTICE 4,1 The P oject Manager for the County is Jeannie Mendoza, Interim Director, Asset Man. gement Division, Miami -Dade Public Housing and Community De elopment, 701 N.W. 1st Court, 16th Floor, Miami, Florida 33136, telephone en, mber (786) 469- . The Project Manager for the City is Ralph Gonzalez, perations Coordinator, City of Miami Parks and Recreation Department, 3 of 12 , Miami, Florida 33 , telephone nur4er (305) 960-3001. The parties shall direct all matters arising in connection with the performance of this MOU, other than notices, to the attention of t, e Project Managers for attempted resolution or action. The Project Mana rs shall be responsible for overall coordination and oversight relating to the prformance of this MOU. 4.2 All notices, demands, or other communications to Miami -Dade County under this MOU shall be in writing and shall be deemed received if sent ay certified mail to: Miami -Dade County 111 N.W. 15t Street, Suite 2810 Miami, Florida 33128 Attn: County Mayor All notices, demands, or other communications tot e City under this MOU shall be in writing and shall be deemed received if se /by certified mail to: City of Miami 3500 Pan American Drive Miami, Florida 33133-550 Attn,: City Manager City Attorney 444 SW 2"d Avenue 9th Floor Miami, FL 33130 The County and the City shall also . ovide a copy of all notices to the Project Managers: All notices required by this MOU all be considered delivered upon receipt. Should any party change its address, written otice of such new address shall promptly be sent to the other parties. ARTICLE V INDEMNIFICATION 5.1 The County assumes any and all risks of personal injury, bodily injury and property dama e attributable to the negligent acts or omissions of the County and the officers, ployees, servants, and agents thereof, The County warrants and represents tat it is self -funded for liability insurance, or has liability insurance, both publi and property, with such protection being applicable to the County officers, mployees, servants and agents while acting within the scope of«their employent with the County. 5.2 The Qity assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the City and the officers, 4of12 employees, servants, and agents thereof. The City warrants and representythat it is self -funded for liability insurance, or has liability insurance, both p blie and property, with such protection being applicable to the City's officers, ployees, servants and agents while acting within the scope of their employ ny nt with the City. 5.3 The County and the City further agree that nothing containeyl' herein shall be construed to interpret as (1) denying to either party any 7' medy or defense available to such party under the laws of the State of Flori �a; (2) the consent of the United States or its agents and agencies to be sued; (') the consent of the State of Florida or its agents and agencies to be sued; or,�(/4) a waiver of sovereign immunity of the State of Florida beyond the waiver pr`ovided in Section 768.28, Florida Statutes. ARTICLE VI INSURANCE 6,1 The parties hereto acknowledge that the County and the City are self -insured governmental entities subject to the limitP.ions of Section 768.28, Florida Statues. The County and the City shall mai /ain a fiscally sound and prudent risk management program with regard/o their obligations under this MOU in accordance with the provisions of section 768.28, Florida Statutes. The County and the City shall collect and ke0 on file documentation of insurance of any and all contractors contracted to p bvide the services or product used in conjunction with this MOU in any way. The County and the City shall further require all contractors to include the unty and the City as named insured and shall provide the County and the City with a copy of the insurance policy purchased by any contractor prior to co encement of the Services. ARTICLE VII TERMINATION/REMEDIES 7.1 If any' party f. i1s to fulfill its obligations under this MOU in a timely and proper manner, the ether parties shall have the right to terminate their participation under this MOU by giving written notice of any deficiency. The party in default shall then hav� thirty (30) calendar days from receipt of notice to correct the deficiei96y. If the defaulting party fails to correct the deficiency within this time, this 0U shall terminate at the expiration of the thirty (30) day time period. 7.2 Any party may terminate this MOU at any time for convenience upon ninety (90) calendar days prior written notice to the other party. Any such termination shall be effected by delivery to the other of a Notice of Termination specifying the extent to which performance of work under the MOU is terminated, and the date upon which such termination becomes effective, 5of12 7,3 In the event a dispute arises which the Project Managers cannot resolve between themselves, the parties shall have the option to submit to nonbinding mediat}n. The mediator or mediators shall be impartial, shall be selected by parties, the cost of the mediation shall be borne equally by the parties, The mediation •, ocess shall be confidential to the extent permitted by law. 7.4 This MOU has no third -party beneficiaries (intended or incidental) who may enforce obligations of any party should the MOU be terminated. ARTICLE VIII RECORDS RETENTION/OWNERSHIP The County and the City shall maintain records and 9: ch party shall have inspection and audit rights as follows: 8.1. Maintenance of Records: All parties shall mai t'ain all financial and non- financial records and reports directly or indirectl related to the negotiation or performance of this MOU including supportin documentation for any service rates, expenses, research or reports. Such recds shall be maintained and made available for inspection for a period of fi , (5) years from the expiration or termination date of this MOU. 8.2. Examination of Records: All partieor their designated agents shall have the right to examine in accordance wit generally accepted governmental auditing standards all records directly or ind. ectly related to this MOU. Such examination may be only within five years fro the expiration or termination of this MOU and upon reasonable notice, time an cj place. 8.3, Extended Availability of Rec rds for Legal Disputes: In the event that any party should become invol ed in a legal dispute with a third party arising from performance under this OU, the other parties shall extend the period of maintenance for all reco ds relating to this MOU until the final disposition of the legal dispute, and all sp h records shall be made readily available. ARTICLE IX TANDARDS OF COMPLIANCE 9.1 The County an City, their employees, subcontractors, partners or assigns, shall comply with aapplicable federal, state, and local laws and regulations relating to the performae of this MOU to which their activities are subject. 9.2 The Counfy and the City shall allow public access to all project documents and material //it maintains in accordance with the provisions of Chapter 119, Florida Statute . Should the County and/or the City assert any exemptions to the requirements of Chapter 119 and related statutes, the burden of establishing such 6 of 12 exemption, by way of injunctive or other relief as provided by law, shall be both upon the County and the City. 9.3 All parties assure that no person shall be excluded on the grounds of race, colo creed, religion, national original, ancestry, disability, age, sex, pregnancy, m 'tal status, familial status, sexual orientation, veteran status, or source of incom from participation in, denied the benefits of, or be otherwise subjected to discrim. nation in any activity under this MOU. All parties shall take all measures nec` ssary to effectuate these assurances. ARTICLE X RELATIONSHIP BETWEEN THE PARTIES 10,1 The County and the City are independent contractors. No pary is an employee or agent of any other party. Nothing in this MOU shall be interpreted to establish any relationship other than that of independent contractor(, between the County and the City, or between their respective employee., agents, subcontractors, partners, or assigns, during or after the performance o this MOU. ARTICLE XI GENERAL PROVIS 4 NS 11.1 Notwithstanding any provisions of thisU to the contrary, the parties shall not be held liable for any failure or delay) rf the performance of this MOU that arises from fires, floods, strikes, embargo/98', acts of the public enemy, unusually severe weather, outbreak of war, restrai 4 of Government, riots, civil commotion, force majeure, acts of God, or fo any other cause of same character which is unavoidable through the ex rcise of due care and beyond the control of the parties, Failure to perfo shall be excused during the continuance of such circumstances, but this Iy10U shall otherwise remain in effect. 11.2 In the event any pr isions of this MOU shall conflict, or appear to conflict, the MOU, including ail exhibits, attachments and all other documents specifically incorporated b,/reference, shall be interpreted as a whole to resolve any inconsistency, 11.3 Failures 91' waivers to insist on strict performance of any covenant, condition, or provisi96 of this MOU by the parties, their successors and assigns shall not be deemed. a waiver of any rights or remedies, nor shall it relieve the other parties fror3p perfornring any subsequent obligations strictly in accordance with the term of,✓fhis MOU. No waiver shall be effective unless in writing and signed by the arty against whom enforcement is sought. Such waiver shall be limited to /provisions of this MOU specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 7 of 12 11.4 Should any term or provision of this MOU be held, to any extent invalid or unenforceable, as against any person, entity or circumstance during the teen hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this MOU, to the extent that the MOU shall remain operable, enforceable and in full force and effect to the extent permitted by law. 11.5 This MOU may be amended only with the written approval of the parties heret 11.6 This MOU states the entire understanding and agreement between the partles and supersedes any and all written or oral representations, statements, nego)iations, or agreements previously existing between the parties with respect to/the subject matter of this MOU. The parties recognize that any representations; statements or negotiations made by the staff of either party does not suffi�2(to legally bind either party in a contractual relationship unless they have beer'reduced to writing and signed by their authorized representative(s). This UU shall inure to the benefit of and shall be binding upon the parties, the' respective assigns, and successors in interest. 8 of 12 IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this MOU on the date first written above, ATTEST: Harvey Ruvin, Clerk Deputy Clerk ATTEST: Todd B, Hannon; City Clerk City Clerk Approved as) Insurance Requirements: Calvin Ellis, Director City Risk Management By: By: By: By: 9of12 MIAMI-DADE COUNTY, F .6RIDA BY ITS BOARD OF COUNTY COMMISSIO ` RS Russell Benford Deputy Mayor Approve for legal form and sufficie cy: er ence A. Smith Assistant County Attorney CITY OF MIAMI, a municipal corporation of the State of Florida Johnny Martinez. City Manager Approved for legal form and sufficiency: Julie 0. Bru, City Attorney EXHIBIT "A" PLAYGROUND DESIGN 10 of 12 EXHIBIT "B" ATHLETIC FIELD DESIGN 11 of 12 EXHIBIT "C" PLAYGROUND EQUIPMENT WARRANTY 12 of 12 if ti! a one iv 4L 71 1e2 ifi¢ L 94 I�I-P arc4 vi p N CiiC 1A i - p T �'i } � + i a 4,20(2