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HomeMy WebLinkAboutExhibit AAGREEMENT INFORMATION AGREEMENT NUMBER 16705 NAME/TYPE OF AGREEMENT OBC MOORE PARK, LLC DESCRIPTION PROJECT COOPERATION AGREEMENT/ ORANGE BOWL COMMITTEE/ FOR CONSTRUCTION OF A YOUTH FOOTBALL STADIUM/ FILE ID NO. 08-01205/ AMOUNT: $2.5 MILLION EFFECTIVE DATE January 12, 2009 ATTESTED BY PAM BURNS ATTESTED DATE 1/13/2009 DATE RECEIVED FROM ISSUING DEPT. 2/10/2009 Lit ii i�xx�cir Date -� � K-d9 To: CAi-C l' c S-i Q o From:,ham' tat fk--*J1. Please note and see me Please note and return to me For your review and approval Please prepare reply for my signature Please follow through Please give me your comments For your information Immediate action desired Please answer, with copy to me For your signature Remarks: --khts C I GSA-6 Rev. 01/95 q CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: /gC �%� DEPT. CONTACT PERSON: aS% / awns EXT. 80S-- •yob ""/00 <{ NAME OF OTHER CONTRACTUAL PARTY/ENTITY: C2R•c_. ►�l�.L ,t- LLC IS THIS AGREEMENT AS A RESULT OF A CQII PETITIVE PROCUREMENT PROCESS? ❑ YES ❑ NO _ TOTAL CONTRACT AMOUNT: $ is A. FUNDING INVOLVED? ❑ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) C❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT 0❑ LEASE AGREEMENT )0 PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY) Pe cgeCr C C.> OP& LA `l13 F172L b L-DiMs "OK Air " ,,..t,, DL- fi EA.D " A 1 KJ )L€ PA incCOMMISSION APPROVAL DATE: 10 /Z3 / W FILE ID: ENACTMENT NO.: d ' o'a' O IZbS IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: � � s➢ �wqr '.� Y t ¢B-�-s%,,,rCe MY `F^Y �"3§k' ' gy.Z` a' � �cywR S �� j"�sF; `�"e; �✓,zY�.y9� P'v�'$' �'t ���� �'��'i`y� � �i`�ky�,�� +��4. /�ii4e'�,Yk�� GROUTING IINFORMAT Date Signature/Print APPROVAL BY DEPARTMENTAL DIRECTOR • SUBMITTED TO RISK MANAGEMENT SUBMITTED TO CITY ATTORNEY t APPROVAL BY CHIEF RECEIVED BY CITY MANAG R 1'2l Qq 11 ql A S 1\ lan Vl,..j 11Y t--� 1 SUBMITTED TO AND ATTESTED BY CITY CL RK ///3AV fA - ONEz ORIGIN i TO CITY CLERK, ONE COk O ITY ATTORNEY'S OFF CEREMA IN G ORIG NNAL S) TO DEPARTMENT PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PROJECT COOPERATION AGREEMENT Between the City of Miami and the Orange Bowl Committee For Construction of a Youth Football Stadium THIS AGREEMENT (the "Agreement") is made and entered into as of this \2 day of , 200$by and between OBC MOORE PARK, LLC, a Florida non-profit limited liabil9ty company, the sole member of which is the Orange Bowl Committee, Inc. (hereinafter referred to as "OBC"), with its principal office located at 14360 SW 77 Court, Miami, Florida, and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as "City"), with offices at 444 S.W. 2°a Avenue, Miami, Florida. RECITALS: A. The City is the fee simple owner of certain real property located at 765 N.W. 36th Street known as Moore Park, a municipal park of the City, (the "Property") on which the OBC is constructing a youth sports facility containing a football stadium, a new field surface, a new running track with facilities for track and field events, 1,500 aluminum bleacher seats, field lighting, and storage structure and a two (2) restroom/concession building (the "Project"), which development is, among other things, in furtherance of the City's goal of improving the inner city area and enriching the lives of its residents by providing athletic facilities open to the general public. B. The City, pursuant to Resolution No. R-08-01205 adopted October 23, 2008, (the "Enabling Resolution") a copy of which is attached hereto and made a part hereof as Composite Exhibit A, which Resolution is deemed as being incorporated by reference herein as though set forth in full, supports the development of a youth football stadium as depicted in the Moore Park Improvements Plan (the "Project") prepared by the OBC. The City, pursuant to Resolution No. R-08- adopted November 13, 2008, a copy of which is attached hereto and made a part hereof as Composite Exhibit A, has acknowledged that OBC will direct and manage all CCNA professional services and construction work for the Orange Bowl Legacy Gift within the Property. C. The Project serves a public purpose and is in the best interests of the City in that it will beautify the area, enhance community activity and create an asset for the people of Miami that will last generations, all' enhancing the quality of life in the City of Miami. The Project is to be located on Moore Park, which is owned by the City, which will remain open, accessible and available for the recreation, use and enjoyment of the public in general and will serve the municipal and public purposes set forth herein. 1 D. The OBC desires to assist the City by constructing the Project, provided that the City assists with funding of its direct cost of construction, subject to the terms, conditions, and reservations of this Agreement. E. In consideration of this offer, the City adopted the Enabling Resolution authorizing the City Manager to enter into this Agreement to assist with the design and funding for the construction of the Project by providing matching funds in an amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000) (the "Funding Amount") pursuant to the terms, conditions, and reservations contained herein. F. The City has determined that the construction of the Project will promote community activity to the citizens of the City by providing, among other things, a new field surface, a new running track with facilities for track and field events, 1,500 aluminum bleacher seats, field lighting, and storage structure and a 2 restroom / concession building. The foregoing items shall all be considered Project improvements. G. The City has determined that construction of this Project will primarily benefit the general public because such structure will be owned by the City and used by the general public as a municipal park. NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The OBC and the City hereby agree that the foregoing recitals are true and correct and further agree as follows: (1) Incorporation by Reference. The recitals set forth in the preamble to this Agreement are incorporated by reference as though set forth in full herein and made a part hereof. (2) Naming of Project. In consideration of the funds committed by the OBC and other undertakings by the OBC hereunder, the City has agreed on behalf of itself and its successors and assigns that the Project shall be named and designated as the "Orange Bowl Field at Moore Park." (3) Ownership of Improvements. The parties agree that the City shall remain the fee simple owner of the Property, and shall become the owner of all other improvements related, incidental or allied to the Project after the completion of design construction by the OBC and upon acceptance of the Project by the City, which shall be defined as the receipt and approval of "as built" drawings, receipt of all warranties in the name of the City of Miami, and final release of all subcontractor and supplier liens by the Director of the Capital Improvements Department (the "CIP Director") or the City's Chief Financial Officer ("CFO"). At the conclusion of the construction of the Project, the OBC shal{ tender a bill of sale absolutely conveying title of the Project and all other Project improvements to the City, free and clear of liens and encumbrances 2 created by, through or under the OBC related to the Project and improvements, and said Project shall be subsequently maintained by the City in a reasonable manner for the recreation, use and enjoyment by the public and shall be retained by City or any other successor municipal public agency responsible to maintain it. (4) Funding. The OBC will contribute funds in an amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) ("OBC Contribution"). The parties' respective contributions will each be substantiated by the Capital Improvement Program Office (hereinafter referred to as "CIP") for the construction of the Project and related Project improvements. The City shall provide matching funds in an amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Funding Amount") for the construction of the Project, provided the City shall have no obligation to fund any amounts in excess of the Funding Amount. For the purposes of this Agreement, (the "Total Allocation") shall mean the sum total by the City of the Funding Amount and the OBC contribution, or the sum total of Five Million Dollars ($5,000,000). The City will make an initial matching contribution of One Hundred Thousand Dollars ($100,000), which is part of the Funding Amount, following the execution of this Agreement. An account shall be established by the OBC with a mutually acceptable bank in which all funds required to be remitted hereunder shall be deposited (the "Project Account"). The City Funding Amount will be distributed by City check or warrant payable to the OBC, subject to the written approval of the CFO, or CIP Director, from time to time, throughout the construction of the Project. The Parties agree that the OBC Contribution and the City's Funding Amount will be distributed on an equal Fifty/Fifty percent (50/50%) basis, so that at all times until the Total Allocation is expended, the Parties share the funding distributions. In addition, it is acknowledged and agreed that the actual budgeted amount for the Project is $5,650,000 (the "Budgeted Amount"). The OBC has agreed to seek to fund the additional $650,000.00 needed for construction of the Project through fundraising and sponsorships. The City acknowledges and agrees that such donors may request signage or similar sponsorship benefits within the Project in connection therewith and the City shall not unreasonably withhold, delay or condition their approval to such donor sponsorship or similar donor sponsorship benefits within the Project: The City Commission hereby approves commemorative donor signage for the Project including, but not limited to, the press box, scoreboard, two (2) concession buildings and commemorative plaques to be located within the Project. This shall not include billboards, free standing signs, or murals which are not allowed in the Project. All signage and commemorative donor signage will comply with all applicable City laws. In return, the OBC hereby agrees that, in addition to its contribution of Two Million Five Hundred Dollars($2,500,000), it shall also be responsible for all costs of completing construction of the Project that exceed the Total Allocation, including, without limitation, cost overruns, extra or unanticipated costs and the like, costs or fees attributable to change orders, delays, claims by subcontractors, suppliers, laborers or materials suppliers, provided that, if due to unforeseen conditions or occurrences, the OBC reasonably estimates that the Budgeted Amount shall be exceeded by more than ten percent (10%), then the parties shall meet in good faith to determine how to proceed. In the event that the parties are not able to mutually agree upon a resolution thereof, then either the OBC or the City shall have the right to terminate this Agreement without 3 liability. Any City funds not expended by OBC shall be returned to the City in the event of a cancellation under this section. Further, if the cost of completion of the Project is less than the Total Allocation, then fifty percent (50%) of such savings shall accrue to the City and fifty percent (50%) shall accrue to the OBC. For purposes of this Agreement, costs relating to the construction of the Project shall be defined to mean and include, without limitation, any and all labor, materials, supplies, equipment, supervisory personnel, and insurance and bonding required herein for the construction of the Project (the "Construction Costs"). For purposes of this Agreement, Construction Costs relating to the Project shall also include fees and costs for registered and licensed engineers, architects, landscape architects, surveyors, contractors, subcontractors, materialmen, environmental testing or environmental consultants, mapping, and other design professionals, but not for lobbyists, legal or tax, environmental or regulatory legal counsel, brokers and salespersons, sponsors, supporters, auditors, accountants or any other Professional Services not expressly enumerated in the Consultant's Competitive Negotiation Act ("CCNA"), § 287.055, Fla. Stat. (2008). There shall be no mark up by the OBC on Construction Costs or related costs, that is, only the actual, direct cost incurred by the OBC may be billed to the City pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, purchase and construction of the Project are undertaken on behalf of the City and the City shall, upon completion and acceptance, be the fee simple owner of the Project and all related Project improvements. (5) Construction Plans. The OBC has previously agreed to the development of the Project substantially in accordance with the Schematic Design and Contemplated Scope of Improvements as further described in the attached Exhibit B, as the same may be modified by mutual written agreement between the City Manager and the OBC (as the same may be amended, the "Contemplated Scope"). Based on the Schematic Design and Contemplated Scope, the OBC shall arrange to provide Construction Plans and documents that additionally comply with the Florida Building Code, the City of Miami Charter, City Code and Zoning Ordinance, and any other applicable laws and City Urban Design Standards and Guidelines, the City, acting by and through the City Manager shall review and approve all subsequent design documents pertaining to the Project at Moore Park. Throughout the design process, the OBC shall use its commercially reasonable efforts to ensure that the Project can be built within the Budgeted Amount, and shall, if mutually approved by the OBC and the City Manager at his sole discretion, make periodic adjustments to the Contemplated Scope as necessary. OBC hereby further agrees to provide final detailed construction plans, specifications and related documents (the "Construction Documents") pertaining to the Project in a manner consistent with the Schematic Design and Contemplated Scope. The Construction Documents shall include all design, engineering and consultants' plans needed for completion of the Project. The OBC will consult periodically during the completion of Construction Documents, and the OBC will duly consider the input of the City Manager. All decisions with regard to modifications of the progress Construction Documents shall rest with the OBC. (6) Final Construction Documents Review and Options. The final Construction Documents shall be forwarded to the OBC and the City Manager for their respective review and approval as to consistency with the Schematic Design and Contemplated Scope, and said 4 approvals shall not be unreasonably withheld, conditioned or delayed. In the event the City Manager fails to comment on such documents in writing within twenty (20) days of their transmittal to him, the Construction Documents will be deemed approved without the necessity of further action. The design documents will be forwarded upon completion of the following: • Design development • 30% Construction Documents • 60% Construction Documents • 90% Construction Documents • 100% Construction Documents The OBC shall confirm, as evidenced by one or more construction bids from reputable construction general contractors, that the Project as depicted in the Construction Documents can be constructed within the Budgeted Amount. Such evidence shall be presented to the City Manager within the twenty (20) day Construction Document review period. The OBC shall have full rights to approve, reject, negotiate or otherwise take any action or decision they deem appropriate as to any and all bids prior to acceptance by the OBC. In the event that all of the construction bid(s) exceed the Budgeted Amount, then the OBC may: a) seek additional bids from additional contractors that are reasonably acceptable to the City Manager, b)approve non- material or non -substantial changes in the scope of work and/or Construction Documents that will reduce the Construction Cost to the Budgeted Amount, c) seek additional donor funds, or d) Promptly decline to implement construction of the Project, without penalty to either party, excepting that any City funds received will promptly refunded to the City. In the event that option (b) hereinabove is considered, there shall be no modification in scope that negatively impacts or reduces the standards of quality or aesthetics incorporated into the original Schematic Plan. (7) Construction Schedule. OBC shall submit to the City CIP Director a critical path construction schedule from the Construction Contractor within fourteen (14) calendar days of the Notice of Award being issued to the Construction Contractor. The construction schedule submittal shall be subject to review and comment by the City CIP Director . Subsequent to such review of said schedule the accepted schedule will serve as the baseline schedule for the Project. An update schedule, which will track the Project against the baseline schedule, will be submitted with each construction draw request as detailed in (8) below. The City CIP Director will not approve a draw request without submittal of an updated schedule. Subsequent schedule submittals to the city if for project tracking purposes only. Project schedules should be prepared by the Construction Contractor in Microsoft Project or similar software. (8) Construction and Draw Requests. The OBC shall be responsible for the construction of the Project substantially in accordance with the approved Construction Documents approved by the OBC and the City Manager. The OBC shall substantiate its expenditures of the OBC's Contribution for the Project. The OBC shall submit a detailed monthly invoice, which complies with Florida's Prompt 5 Payment Act, §2 18.70, Fla. Stat. (2008) to the City CFO for all costs relating to the construction of the Project performed during the preceding month, along with reasonable substantiating documentation as requested by the City CFO or CIP Director . Provided the work has been performed, the City shall make payment in an amount equal to fifty percent (50%) of the invoice submitted in accordance with Section 4 hereof. If the City disputes any invoice, it shall advise the OBC no later than thirty (30) days after receipt of any invoice. The parties agree to thereafter promptly meet in good faith to resolve any such dispute, provided that, pending resolution, the parties shall continue funding the undisputed amount in accordance with Section 4 hereof. The Parties agree that the OBC Contribution and the City's Funding Amount for construction draw requests will be distributed on an equal Fifty/Fifty percent (50/50%) basis, so that at all times until the Total Allocation is expended, the Parties share the funding distributions. The City has taken all lawful measures to waive public procurement in accordance with applicable laws so that (i) the OBC shall not be subject to the public procurement bidding and procedure laws otherwise applicable to the City for the Project; and (ii) the Park has all appropriate zoning necessary for the Project. The City further covenants and agrees that it will actively assist and cooperate with the OBC throughout the construction process, including, without limitation, providing assistance on permitting and access to relevant public documents with respect to the Property. (9) Insurance and Bonding; Indemnity and Hold Harmless. (a) Insurance and Bonding: Prior to commencing the construction of the Project, The OBC shall provide the City's Risk Management Administrator with evidence, consisting of certificates of insurance and bonds issued by Florida insurers and/or sureties rated A:V or better per A.M. Best's Key Rating Guide, latest edition. The general contractor and OBC must carry and maintain throughout the project and at least until final completion and acceptance of the work, all lines of coverage as depicted in Exhibit Cl and Exhibit C2 "Insurance Requirements" respectively contained herein, including Payment and Performance Bond to be provided by the general contractor in substantially the form prescribed for a public construction bond by Section 255.05, Fla. Stat. (2008), guaranteeing performance of this Agreement and payment of all subcontractors, material persons, and suppliers in the Budgeted Amount as set forth herein or in an amount equivalent to the Construction Cost of the Stadium, whichever amount is greater. As municipal property cannot be encumbered or liened under Florida Law the payment and performance bond must be equal to the construction bid amount. All insurance policies shall be on an "occurrence" basis. The City of Miami and the OBC must be named as an additional insured and obligee on the payment and performance bond. The amount of insurance coverage required from the general contractor and OBC will not be less than the amounts set forth in Exhibit Cl and Exhibit C2 "Insurance Requirements," respectively attached hereto and made a part hereof. The OBC shall furnish to the City's Risk Management Administrator, certificates of insurance and/or insurance policies for the coverage required hereunder and the required payment performance bond for the City Risk Management Administrator to review, comment and approve at least thirty (30) days prior to commencement of construction of Project funded 6 by the City and the OBC. All such policies shall be endorsed to provide that the City and the OBC shall be given at least 30 days prior written notice of any cancellation, lapse, or material modification of said insurance coverage and/or bond. (b) Indemnification The OBC, its successors and assigns shall indemnify, defend and hold harmless the City of Miami, and all of its Boards or Agencies, whether sui juris or not, and their respective officers and employees in any and all actions, claims, demands, costs, expenses, liabilities or damages arising or accruing by virtue of acts or omissions of the OBC, its officers, directors, employees, successors and assigns. This hold harmless, indemnity and covenant not to sue the City of Miami, and all of its Boards or Agencies, whether sui juris or not, and their respective officers and employees, includes, without limitation, any and all claims for personal injury, wrongful death, damage to or loss of property, or violation of applicable laws. The duty to defend may be complied with, at the option of the City Attorney, by either paying reasonable attorney's fees for the cost incurred by the City in its defense, or by selecting defense counsel, acceptable to the City Attorney, the cost of which shall be borne by the OBC. The obligations under this section shall survive the expiration or cancellation of this Agreement and shall be construed to comply with §725.06 and/or Section 725.08 Florida Statutes (2008). The OBC covenants to provide in each of its contracts with the general contractor and the architectural firms that the City shall be indemnified in connection to this Agreement. In the event any person or entity not a party to this Agreement brings a third party action demand, claim or suit against the City of Miami, and all of its Boards or Agencies, whether sui juris or not, and their respective officers and employees, as a result of this Agreement, the City shall give written notice to such effect to the OBC upon becoming aware thereof, including with such notice all correspondence and documents in the possession of the City or its agents relating thereto. In such event, within five (5) days after written notice to the OBC (the "Notice") of such demand, claim or lawsuit, or if no such Notice is given, within five (5) days of becoming aware thereof, the OBC shall have the right, at its sole cost and expense, to retain counsel to defend such action (which counsel shall be satisfactory to the City Attorney), to defend any such demand, claim or lawsuit. (10) . Compliance with Laws. The OBC and it's general contractor shall at all times comply with all applicable municipal, state and federal laws, ordinances, codes, statutes, rules and regulations, approved development orders, if any, and City of Miami Guidelines governing the design and construction of the Stadium and the granting of Funds for use thereof. (11) Miscellaneous. (a) Enforcement. The provisions of this Agreement may be enforced by all appropriate actions in law and in equity by any party to this Agreement, or fee simple owners of the Property. 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 costs to a prevailing ply 7 (b) 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. (c) City Officials. The "City" is a municipal corporation and the City Manager as it's Chief Administrative Officer, 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. The City Manager may delegate any City action under this Agreement to the CFO or the CIP Director or another City designee communicated in writing to OBC under section 11(0. (d) Successors and Assigns. This Agreement may not be assigned, sold, pledged, hypothecated or encumbered, in whole or in part, or an institutional lender providing construction funding for development of the Development, without the prior approval of the Miami City Commission. The City is relying on the commitment, skill and reputation of the OBC in engaging professionals to perform this work and may withhold or cancel funding in the event there is any assignment, pledge, sale or other disposition by the OBC without having first secured the approval of the City Manager or his designee, which may be unreasonably withheld or delayed. (e) Construction of Agreement. 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. (f) 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 recipient 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). City of Miami: Pedro G. Hernandez, City Manager and Larry Spring, Chief Financial Officer 444 S.W. 2nd Avenue, loth Floor Miami, FL 33130 Orange Bowl Committee: 8 With a copy to: Julie O. Bru, City Attorney 444 S.W. 2nd Ave, Suite 945 Miami, FL 33130 With a copy to: OBC Moore Park, LLC: Eric Poms, CEO 14360 N.W. 77th Court Miami Lakes, FL 33016 Hunton & Williams, LLC Attention: Abigail C. Watts-FitzGerald, Esq. 1111 Brickell Avenue, Suite 2500 Miami, Florida 33131 (g) Severability. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed in full force and effect. (h) Exhibits. All of the Exhibits attached to this Agreement are incorporated herein and made a part of this Agreement. (i) Amendments. This Agreement may not be amended or modified except by written Agreement of the parties hereto. Further, no modification or amendment, by the City under Section (11) 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. (j) Limitation of Damages. Irrespective of the terms contained herein, neither party will be liable to the other party for any consequential, special, or exemplary damages arising out of or related to this Agreement. (12 ) Default. a) Termination for Cause. In the event of a default, which is not cured within the time periods se forth herein, the parties shall have all rights and remedies provided by law or equity. b) This Agreement and/or the City's funding obligations under the Agreement may be terminated, for cause, at the option of and by the City Manager, if any material default is not cured by the OBC or the OBC does not comply with any material terms, covenants or condition provided herein within thirty (30) days from the date of a written notice from the City Manager describing in reasonable detail such default or failure to comply, provided that, if such default or failure to comply reasonably requires a greater period of time to cure, than such 30-day period shall be extended provided that the OBC promptly commences to cure and prosecute with all due diligence and completes such cure within one hundred and eighty days (180); 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). c) Termination for cause may include, without limitation, any of the following: i) The OBC's general contractor fails to obtain or maintain in place during the Project the insurance or bonding herein required, which is not cured within 30 days of written notice thereof. 9 ii) A mechanics, laborers or similar lien is placed upon the Property or Project or other City owned property due to actions of the OBC and/or its general contractor, and is not contested, bonded, or discharged by the OBC within thirty (30) days of its recordation. iii) The OBC and /or its' general contractor fails to comply with any of its material duties under this Agreement, including without limitation timely completion of the Project, as described below, within thirty (30) days from the date of a written notice from the City Manager describing in reasonable detail such default or failure to comply, provided that, if such default or failure to comply reasonably requires a greater period of time to cure, than such 30-day period shall be extended provided that the OBC promptly commences to cure and prosecute with all due diligence and fully completes such cure within one hundred and eighty (180) days. iv) The OBC assigns, sells, or encumbers this Agreement or any interest therein, without securing the prior approval of the City Commission which may be unreasonably withheld as this Agreement is personal to the OBC and the City is relying on the unique characteristics and attributes of the OBC and would not enter into this Agreement but for their involvement and undertakings v) The OBC and/or its general contractor fail to complete the Stadium in a timely manner as required by this Agreement and substantially in accordance with the Construction Documents. vi) The OBC shall have no recourse from a termination made by the City in accordance with this Section except to retain the funds already disbursed in full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will have against the City, its officials or employees. (12) Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written, between the parties with respect thereto. (13) Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. Venue for all actions under this Agreement shall be in Miami -Dade County, Florida. (14) No Joint Venture Or Third -Party Beneficiaries. The Orange Bowl Committee is an independent contractor and is not an agent, joint venture, partner or affiliate of the City, nor can the City be bound to honor any obligation or duty of the Committee, except as expressly provided herein. (15) Time is of the Essence. Time is of the essence in the performance of all duties and responsibilities under this Agreement. Subject to force majeure (as hereinafter defined), the City is relying on the OBC to complete the Project within fifteen months after receipt by the OBC of 10 all applicable permits and commencement of construction. Excepting force majeure if the OBC fails to complete and deliver this Project within such time so that the Project is able to be used by the public and has all permits and certificates required by law it,shall be just cause for the City Manager to suspend any City funding amounts until the Project is completed in accordance with all laws, unless the City cancels this Agreement for such cause in accordance with § 11 herein in which case the parties will have such rights and remedies as are provided by Florida law. For purposes of this Agreement, `force majeure" means any action of any governmental or quasi -governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, act of public enemy, earthquake, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow -down, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond the reasonable control of the OBC or its general contractor. Neither the City nor the OBC intends to directly or substantially benefit a third -party by this Agreement. This section does not apply to the general contractor selected, supervised, and directed by the OBC to perform the work and undertake and complete this Project. 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. (16) No Discrimination. The OBC represents and warrants that there shall be no unlawful discrimination as provided by federal, state or local law, in connection with its performance under this Agreement. (17) Authority of the Committee's Signatories. The undersigned executing this Agreement on behalf of the OBC has authority of record pursuant to the attached Limited Liability Company Resolution, and all applicable laws of the State of Florida to act on behalf of and bind the OBC to every condition, covenant and duty set forth herein. (18) Audit Rights. Pursuant to the applicable provisions of § 18-100 to § 18-102 of the Code of the City of Miami, which are deemed as being incorporated by reference herein, the City may at its cost and expense audit the OBC'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 and in a manner so as to not unreasonably interfere with its business operations. OBC shall maintain adequate records to justify all charges and expenses, reimbursable costs, and fees incurred in performing any work or Project under this Agreement for at least three (3) years after Project Completion. (19) Joint Effort. Preparation of this Agreement has been a joint effort of the parties and the resulting document shall not, solely as a matter of interpretation or judicial construction, be construed more severely against one of the parties more than any other. 11 (20) Ownership of Project and Documents. The Project and all related, incidental, allied and other Project improvements made at Moore Park by virtue of this Agreement and all design, construction and other Project reports, tracings, drawings, plans, specifications, surveys, maps, computer data or media and other documents or data developed for this Project shall become automatically the property of the City without restriction, pledge, limitation or encumbrance. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Attest: B LL I retary (Af C Seal) Attested to by: By /3-09 Pri cilia A. Thompson, City Clerk (Affix City Seal) Approved as to Legal Form: Julie O. Bru, City Attorney ,71002.. Approved as to City Funding: ief Financial Officer OBC OORE PARK, LLC B S. Daniel Ponce Chairman of OBC Moore Park CITY By Pedro G. Hernande Approved as /Le 12 ager e Requirements: Risk Manager ' V ft (0 IT . " City of Miami Legislation Resolution: R-08-0611 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-01205 Final Action Date:10/23/2008 A RESOLUTION OF MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE ACCEPTANCE OF GOODS AND SERVICES, VALUED AT $2,500,000, FROM THE ORANGE BOWL COMMITTEE, WITH CONDITIONS FOR THE ORANGE BOWL LEGACY GIFT PROJECT AT MOORE PARK ("PROJECT"), TO BE SET FORTH IN AN ACCEPTABLE AGREEMENT, TO BE EXECUTED PRIOR TO DECEMBER 31, 2008; AUTHORIZING AN ALLOCATION OF THE CITY OF MIAMI'S REQUIRED MATCHING FUNDS FOR SAID PROJECT, IN AN AMOUNT NOT TO EXCEED $2,500,000, FROM PROJECT NO. B-30625 ENTITLED "MOORE PARK ATHLETIC FIELD, HOWEVER SUBJECT AS STATED HEREIN TO THE PARTIES NEGOTIATING AND ACCEPTING AN ACCEPTABLE AGREEMENT;" AUTHORIZING THE CITY MANAGER TO NEGOTIATE TERMS AND CONDITIONS OF AN AGREEMENT IN ACCORDANCE WITH APPLICABLE LAWS; DIRECTING THE CITY MANAGER TO BRING BACK SAID AGREEMENT FOR CONSIDERATION BY THE CITY COMMISSION. WHEREAS, in 1933 the University of Miami football team played Manhattan College in the inaugural "Palm Festival" later known as the Orange Bowl Game, in the City of Miami ("City") at Moore Park; and WHEREAS, the Orange Bowl Game has since become a Miami tradition, recognized throughout the country and the world, hosting numerous College Football Championship Games; and WHEREAS, in honor of that first game and to commemorate the 75th Orange Bowl Game on January 1, 2009, the Orange Bowl Committee wishes to construct a football stadium at Moore Park as an Orange Bowl Legacy Gift; and WHEREAS, the Orange Bowl Committee wishes to contribute goods and services, valued at $2,500,000 towards construction of the Orange Bowl Legacy Gift Project at Moore Park ("Project"); and WHEREAS, the Miami City Commission wishes to accept said donation from the Orange Bowl Committee and provide the required matching funds in an amount not to exceed $2,500,000; and WHEREAS, the City Manager is authorized to negotiate terms and conditions of an agreement in accordance with applicable laws and will bring back said agreement for consideration by the City Commission; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 1 of 2 Printed On: 11/5/2008 File Number: 08-01205 Enactment Number: R-08-0611 Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The acceptance of goods and services, valued at $2,500,000, from the Orange Bowl Committee, with conditions for the Project, to be set forth in an acceptable Agreement, to be executed prior to December 31, 2008, is authorized. Section 3. The City of Miami 's required matching funds for said Project are allocated from Project No. B-30625, entitled "Moore Park Athletic Field," subject however as stated herein to the parties negotiating and accepting an acceptable Agreement. Section 4. The City Manager is authorized{1} to negotiate terms and conditions of an agreement in accordance with applicable laws. Section 5. The City Manager is further directed to bring back said agreement to the City Commission for its consideration. Section 6. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 Printed On: 11/5/2008 ' -4 7 (o1, 1 D Bowl -)COMM T! VIA HAND DELIVERY September 9, 2008 The Honorable Manuel A. Diaz Mayor, City of Miami 3500 Pan American Drive Miami, FL 33133 Pedro G. Hernandez, City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 RE: Orange Bowl Legacy Gift Project at Moore Park Dear Mayor Diaz and Mr. Hernandez: In 1933, Manhattan College, then an Eastern football powerhouse, traveled by ocean liner to play the University of Miami in the inaugural "Palm Festival" That game was played at Moore Park, where wooden bleachers were erected for 1,800 people to watch the Hurricanes upset Manhattan 7-0 on a late 4th quarter scoring drive. On that day; no one knew that the foundation had been laid for a college football and Miami tradition known as the Orange Bowl. Out of that game, the Orange Bowl Committee was formed two years later and the first of 74 Orange Bowl games was played. This year in honor of that first game and the thousands of memorable moments the Orange Bowl game has provided over the years, the Orange Bowl Committee will celebrate its 75th Anniversary. In this historic year, not only will the Committee host the 75th Orange Bowl Game on January 1, 2009, but also it will host the FedEx BCS National Championship on January 8, 2009. The Orange Bowl Festival has always provided much more than a football game to the community, whether it be in the form of the Orange Bowl Youth Football Alliance, the Orange Bowl Sailing Regatta Series, the Orange Bowl International Tennis Championships, Orange Bowl Fan Fest Events, the Orange Bowl Basketball Classic, its world renowned Orange Bowl Halftime Show, community grants or student scholarships. To commemorate its 75th Anniversary, the Orange Bowl Committee has decided to pursue an Orange Bowl Legacy Gift for the community that has supported the Orange Bowl Festival and game from the very beginning. As a nod to the beginning of its storied history, the Orange Bowl Committee is proposing to construct a youth sports/high school football stadium at Moore Park, the place where the tradition of the Orange Bowl game was born. After spending several months consulting with you and your staff on potential site plans and the feasibility of such a project, we are pleased to officially present this proposal for the Orange Bowl Legacy Gift at Moore Park. The project will include the following: 14360 NW 77th Court Miami Lakes, FL 33016 T: 305.341.4700 F: 305.341.4750 www.ortingebowl.org Page 2 September 9, 2008 • New field surface made of synthetic field turf • New running track with appropriate facilities for track and field events • 1,500 aluminum bleacher seats • Press box with a PA system • Electronic scoreboard • Field lighting • Storage structure • Two (2) restroom / concession buildings * See attached schematic The total cost estimate and budget of this project is $5.65 million, in which the estimate excludes 1) permits and impact fees and 2) hazardous materials. Based upon our discussions with you and the Manager, the Orange Bowl Committee has agreed to on ute 2 million to the Moore Park project as outlined above, as well as raise an additional 0 through our corporate sponsors and membership, contingent upon the following: 1. The City will match our contribution and commitment with a grant of $2.5 million as well as a waiver of permit and impact fees; and 2. The Orange Bowl Committee would have the responsibility to manage and deliver the construction of the project, subject to appropriate consultation with, and oversight from, the City As you know, we are now deep into the process of preparing for the upcoming 75th FedEx Orange Bowl and 2009 FedEx BCS National Championship. In accordance with our discussions, please move forward with an appropriate presentation to the City Commission at the earliest possible time. The Orange Bowl Committee is prepared to assist you in any way you deem advisable. We are excited about the City of Miami - Orange Bowl Committee partnership on this important community project. Sinc 1y, S. Daniel Ponce President & C airman SDP/ta Attachments • . SHOT PUT dr DISCUS ON FOOTBALL Mt FOOTBALL AND SOCCER FIELD EXISTING RA$E$AU REED ";...; NORTH WEST 36T" STREET 11151ING TObill COURT • • •!! cusnkc BASTIN4 MOORS PARK COST ANALYSIS ITEM DESCRIPTION QUANTITY UNIT RATE S 5 DEMOLITIONS 1 Take up existing track, leave surface ready for new, same location 2 Take up existing field. ditto 3 Demolish existing store building 4 Other latent demolitions ATHLETIC SURFACES AND EQUIPMENT 5 Track asphah and colored rubber, markings 6 Field, artificial turf, asphaltic concrete base, markings, posts 7 Drainage to field 8 Bleachers -Aluminum 9 Scoreboard NEW BUILDINGS 10 Restroom / Concession Buildings ( two ) 11 Storage Budding 12 Pressbox with elevator 13 Landscaping and Irrigation 14 Utilities, Monumentation, Signage, Site Furniture etc 15 PA System 16 Field Lighting System Item GENERAL REQUIREMENTS Contracting Requirements 1 Performance Bond 2 Payment Bond 3 - Warranty Bond- --- - - 4 Permit Fee 5 Impact Fee 6 Insurance - Builders Risk 7 Insurance - Public Liability Price and Payment Procedures 8 Schedule of Values 9 Applications for Payment 31,000 sf 1.00 85,000 sf 0.50 1,500 sf 2.00 LS 31,000 42,500 3,000 20.000 31,000 sf 10.00 310,000 85.000 sf 15.00 1,275,000 85,000 sf 2.50 212,500 1,500 ea. 250.00 375,000 1 ea. 75,000 75,000 2,000 sf 250.00 500,000 1,500 sf 150.00 225,000 1 ea. 200,000 200,000 LS 75,000 LS 100,000 LS 50,000 LS 100,000 96,500 2,247,500 1,250,000 carried forward 0 3,594,000 Quantity Unit Rate brought forward 0 3,694,000 ±1.00% of sub -total 52,000 t0.50% of sub -total 26,000 nfa 0 n/a 0 t1.25% of sub -total 65,000 143,000 LS 2,500 12 mths. 500.00 3,000 5,500 MOORE PARK COST ANALYSIS ITEM DESCRIPTION QUANTITY UNIT RATE $ $ Administrative Requirements 10 Chief Project Manager ( 10'.9 Part Time ) 11 Project Manager 12 Supervisor 13 Site Clerk ( 25% Part Time ) 14 Estimator (25% Part Time ) 15 General Purpose Laborer 16 Construction Photographs and Virleos 17 Progress Schedules and Reports 18 Network Analysis Schedules Quality Requirements 19 Mockups 20 Testing and Inspection Services 21 Testing Laboratories Service Temporary Facilities and Controls Temporary Utilities 22 Installation and Maintenance of Temporary Utilities 23 Temporary Electricity 24 Temporary Fire Protection 25 Temporary Lighting 26 Temporary Telephones 27 Temporary Water 28 Temporary Weatherproofing Item GENERAL REQUIREMENTS (cont'd Construction Facilities 1 Field Offices and Sheds 2 First Aid 3 Sanitary Facilities Construction Aids 4 Construction Elevator 5 Construction Hoist 8 Construction Crane 7 Crane mobilization / demobilization 8 Scaffolding and Platforms 9 Swing Staging 10 Miscellaneous Construction Aids Vehicular Access and Parking 11 Parking Areas 12 Temporary Roads 13 Traffic Control 14- Phasing ._ .. 15 Staging Area 16 Worker Transport Temporary Barriers and Enclosures 17 Barricades 18 Dust Barriers 19 Fences 20 Noise Barriers 21 Pollution Control 22 Protective Walkways 23 Security Measures 24 Tree and Plant Protection 0 6 6 6 6 6 6 8 nic 0 mths. 4.297 mths. 8.938 mths. 1,719 mths. 2,922 mths. 3,438 mths. 250.00 mths. 250.00 mths. 500.00 0 25,781 53,625 10,313 17,531 20,625 1,500 1,500 3,000 133,875 LS 2,500 mths. 250.00 1,500 mths. 500.00 3,000 7,000 6 mths. 250.00 1.500 6 mths. 250.00 1,500 6 mths. 250.00 1,500 6 mths. 250.00 1,500 6 mths. 500.00 3,000 • mths. 250.00 1,500 n/a _ :.... 0. 10,500 carried forward 299,875 3,594,000 Quantity Unit Rate brought forward 299,875 3,394,000 6 mths. 500.00. 3,000 6 mths. 200.00 1,200 6 mths. 500.00 3,000 7,200 n/a 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a 0 mths. 250.00 1,500 1,500 n/a 0 n/a 0 n/a 0 8 mths. 500.00 n/a 3,000 0 3,000 6 mths. 250.00 1,500 6 mths. 250.00 1,500 6 mths. 2,500.00 15,000 n/a 0 6 mths. 250.00 1,500 n/a 0 6 mths. 7,500.00 45,000 n/a 0 64,500 MOORS PARK COST ANALYSIS ITEM DESCRIPTION QUANTITY UNIT RATE $ Temporary Controls 7.5 Pest Control Project Identification 26 Project Signs Item GENERAL REQUIREMENTS ( cont'd ) Execution Requirements Preparation 1 Construction layout 2 Field Engineering 3 Protection of adjacent Construction 4 Surveying 5 Small tools Cleaning 6 Final Cleaning 7 Progress Cleaning 8 Dumpster ( average 2 per week) 9 Site Maintenance Closeout Submittals 10 Final Site Survey 11 Product Bonds 12 Product Warranties 13 Project Record Documents 14 Spare Parts Facility Operation Commissioning 15 Commissioning, testing, adjusting and balancing 16 Demonstration and Training 17 As builts, manuals etc. 18 Estimating Contingency 19 General Contractor's OHP 20 Inflation to mid point of construction - April 2009 - four quarters @ 1.25% p.q. 21 Architectural/Engineering Fees 22 Estimated reimbursable expenses 2 n/a 0 0 Ea. 750.00 1,500 1,500 carried forward 377,575 3,594,000 Quantity Unit Rate brought forward 377,575 3,594,000 6 6 6 LS 2,500 mths. 250.00 1,500 n/a 0 mths. 250.00 1,500 mths. 250.00 1,500 7,000 LS 10,000 .. 6 mths. 400.00 2.400 6 mths. 5,000.00 30,000 6 mths 250.00 1,500 43,900 LS 2,500 rite 0 n/a 0 n/a 0 n/a 0 2,500 By Subcontractors 0 LS 1,000 By Subcontractors . 0 1,000 431,475 4,025,975 10.00% 402,598 12.50% Amount of Estimate 4,428,673 563,672 4,982,144 253,817 55,235,961 398,466 16,000 55,649,417 Estimete Excludes:.' --- Daycare and ARerschool Program —Penult ti Impact Fess Hazardous Material Estimate tnctudes - Professional Fees 8. Expenses E.em.r s. a maws EXHIBIT Cl INSURANCE REQUIREMENTS "CONSTRUCTION CONTRACTS" YOUTH FOOTBALL STADIUM MOORE PARK I. Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami included as an additional insured (CG 201011/85) Contingent Liability (Independent Contractors Coverage) 1 Contractual Liability Waiver of Subrogation Premises & Operations Liability Explosion, Collapse and Underground Hazard Loading and Unloading II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled 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 as insureds III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. 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 IV. Umbrella Policy/Excess Liability (Excess Following Form/True Excess Following Form/True Umbrella) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 B. Endorsements Required City of Miami listed as an additional insured Increased limits to General Liability, Auto and Employer's Liability Coverage V. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 3 VI. Payment and Performance Bond $5,000,000 City of Miami listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $2,500 All other Perils 5% maximum on Wind City of Miami included as an Additional Insured A. Limit/Value at Location or Site $5,000,000 B. Coverage Extensions: • Materials, supplies and similar property owned by others for which you are responsible. • Full coverage up to policy limits for equipment breakdown. • Temporary storage/transit coverage. • Full coverage up to policy limits for site preparation, re -excavation, re - preparation and re -grade in the event of a Toss. • Fences, scaffolding, construction forms coverage and signs • Valuable papers coverage for blueprints, site plans and similar documents. • Trees, shrubs, sod, plants while at premises. • Flood, including inundation, rain, seepage and water damage. • Earthquake • Business Interruption • Subsidence • New ordinance or law; reimbursement for any resulting loss of value to the undamaged portion, and required demolition expenses, including construction necessary to repair, rebuild or re -construct damaged parts. • Escalation clause in the event of a total loss up to 5% of policy limit. 4 • Temporary structures, cribbing and false work built or erected at construction site. • Unintentional errors and omissions in reporting clause • Full coverage up to policy limits for testing including physical loss caused by pneumatic and hydrostatic testing. • Debris Removal. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 5 EXHIBIT C2 INSURANCE REQUIREMENTS OBC MOORE PARK LLC PROJECT COOPERATION AGREEMENT YOUTH FOOTBALL STADIUM MOORE PARK I. Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami included as an additional insured (CG201011/85) Contingent Liability (Independent Contractors Coverage) 6 Contractual Liability Waiver of Subrogation Premises & Operations Liability Explosion, Collapse and Underground Hazard Loading and Unloading V. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled 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 as insureds VI. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability B. 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 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 8 CITY OF MIAM1, FLORIDA INTER -OFFICE MEMORANDUM TO: Pedro G. Hernandez, P.E DATE: October 28, 2008 FILE: City Manager FROM: Larry M. Spring, CFO Assistant City Manage SUBJECT: REFERENCES: The Department of Parks and Recreation is requesting a Waiver of Competitive Bidding to construct a youth sports/high school football stadium at Moore Park. The project will include the following: • New field surface made of synthetic field turf • New running track with appropriate facilities for track and field events • 1,500 aluminum bleacher seats • Press box with a PA system • Electronic scoreboard • Field lighting • Storage structure • Two (2) restroom/concession buildings The total cost estimate and budget of this project is $5.65 million. The Orange Bowl Committee (OBC) has awarded the City with a grant of $2.5 million worth of goods and services toward the completion of the Moore Park project. The grant has two requirements, one that the City provide a $2.5 million grant match, and the second that the City grant the OBC the responsibility to manage and deliver the construction of the project. The OBC has also indicated that they would be responsible for all cost overruns and that their grant would be lost if the project work does not commence within the next 60 days. The City's normal bidding process is very lengthy and as a result we would potentially lose the OBC grant. Therefore we are requesting a waiver of the competitive bidding process. I appreciate your c si tion in this request. If you have any questions please feel free to contact me. APPROVED: Pedro G. Her�afidez, City Manager ate *oak Orn9eBowi October 31, 2008 The Honorable Manuel A. Diaz City of Miami 3500 Pan American Drive Miami, FL 33133 Pedro G. Hernandez, City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 RE: ORANGE BOWL LEGACY GIFT PROJECT AT MOORE PARK Dear Mayor Diaz and Mr. Hernandez: First, on behalf of the Orange Bowl Committee (the "OBC") and its 335 members, I would like to thank you and the City Commission for your support of the Orange Bowl Legacy Gift Project (the "Project") at Moore Park. I know you share our belief that the Project will be a catalyst for the Park's redevelopment. As you know, one condition of the OBC grant to the Project is that the OBC manage and deliver the construction of the new youth sports/high school football stadium, which consists of the following elements: • New field surface made of synthetic field turf; • New running track with appropriate facilities for track and field events; • 1500 aluminum bleacher seats; • Press box with a PA system; • Electronic scoreboard; • Field lighting; • Storage structure; • Two (2) restrooms / concession buildings 14360 NW 77th Court Miami Lakes, FL 33016 7•. 305.341.4700 F: 305.341.4750 www orangebowl.org Page 2 Based upon our discussions with you and the Manager, we strongly believe that the time constraints presented by a conventional procurement for design and construction services for the Project would impair the OBC from accomplishing two very important things related to the delivery of the Project: 1. Break ground on the Project in time for festivities and events surrounding the 75th FedEx Orange Bowl on January 1, 2009 and the FedEx BCS National Championship Game on January 8, 2009; (and) 2. Place considerable pressure on the OBC to deliver the completed Project by the fall of 2009, These time constraints on the Project require that we forego the conventional City procurement process and retain responsibility for delivering the management and construction of the project. Again, on behalf of the OBC, I thank you for your support and look forward to our continued work together to make the Orange Bowl Legacy Gift Project a reality for the City of Miami and the Moore Park community. Sincerely, Eric Poms Chief Executive Officer cc: S. Daniel Ponce, President & Chairman ELP/jp Attachment City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-01301 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A PROJECT COOPERATION AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY") AND THE OBC MOORE PARK, LLC TO PROVIDE AN AMOUNT NOT EXCEEDING $2,500,000 FOR THE CITY'S PARTICIPATION IN A COOPERATIVE PROJECT IDENTIFIED AS PROJECT NO. B-30625 KNOWN AS "MOORE PARK ATHLETIC FIELD," TO CONSTRUCT A FOOTBALL STADIUM AT MOORE PARK, LOCATED AT 765 NORTHWEST 36 STREET, MIAMI, FLORIDA, WITH THE PROJECT FEATURES DESCRIBED HEREIN AS AN ORANGE BOWL LEGACY GIFT ("THE PROJECT"), WHEREIN THE OBC WILL CONTRIBUTE $2,500,000, AND THE CITY WILL CONTRIBUTE MATCHING FUNDS UP TO $2,500,000; BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING AND CONFIRMING THE CITY MANAGER'S FINDING OF AN EMERGENCY, WAIVING COMPETITIVE BIDDING PROCEDURES TO THE EFFECT THAT IT IS IN THE PUBLIC' S BEST INTEREST TO PERMIT AND ALLOW OBC TO DIRECT, SUPERVISE, MANAGE AND BE RESPONSIBLE FOR THE CONSTRUCTION OF THE PROJECT DUE TO TIME CONSTRAINTS IN THIS PROJECT, AND IN RECOGNITION OF CONDITIONS OF THE GRANT FUNDING FROM THE OBC, PRECLUDING CUSTOMARY SEALED BIDDING PROCEDURES TO ALLOW OBC TO SELECT THE QUALIFIED, LICENSED, BONDED, CERTIFIED AND INSURED PRIVATE SECTOR GENERAL CONTRACTOR TO BUILD THIS PROJECT BY A METHOD OTHER THAN COMPETITIVE PROCUREMENT; FURTHER BY FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING AND CONFIRMING, THE CITY MANAGER'S WRITTEN FINDING OF A VALID PUBLIC EMERGENCY, WAIVING CONSULTANT'S COMPETITIVE NEGOTIATION ACT ("CCNA") PUBLIC ANNOUNCEMENT AND QUALIFICATION PROCEDURES FOR THE RETENTION OF A CCNA PROFESSIONAL SERVICES (ARCHITECT/ENGINEER) FOR THIS PROJECT BY THE OBC. WHEREAS, pursuant to Resolution No. 08-0611, adopted October 23, 2008, the City Commission accepted the gracious contribution of the OBC Moore Park, LLC ("OBC") for the construction of a football stadium at Moore Park, located at 765 Northwest 36 Street, Miami, Florida ("Project"), with conditions, including, without limitation, entering into a satisfactory Project Cooperation Agreement ("Agreement") with OBC, a copy of which is attached; and WHEREAS, as affirmed by the OBC, if this Project were to be competitively procured by the City of Miami ("City"), the OBC funding source would be substantially diminished or lost because the time required to competitively award the Project after funds become available exceeds the time within which the funding source must be spent and this constraint removes the Project from the scope of 255.20, Florida Statute (2008) which does not apply to this exception; and City of Miami Page 1 of 4 Printed On: 11/5/2008 File Number. 08-01301 WHEREAS, as affirmed by a written certification of the City Manager as agency head of the City, the time constraints in the funding of this Project do not allow for the considerable expanse of time necessitated in complying with the Consultant's Competitive Negotiation Act ("CCNA") , 287.055, Florida Statute (2008) in the City retaining any needed professional services of an architect, professional engineer, landscape architect, or registered surveyor or mapper for this Project constituting a valid public emergency removing the Project from the public announcement and qualification procedures of CCNA; and WHEREAS, the OBC is a §501(c)(3) non-profit limited liability company and by way of contributing $2,500,000 to be used exclusively for the design and construction of this Project, by agreeing to supervise, retain, direct, discharge, manage and oversee CCNA professional services and a duly qualified, licensed, certified, and insured architect, engineer, certified surveyor or mapper to design this Project will be realizing an Orange Bowl Legacy Gift to the City and additionally absorb, that is, pay for, satisfy and discharge all cost overruns, change orders, extra fees or expenses in this Project which exceed the City's matching grant of $2,500,000; and WHEREAS, the City Manager additionally finds and recommends that it is in the public's best interest to waive competitive sealed bidding procedures and reports that OBC will select, outside of a City competitive procurement process, a qualified licensed, bonded, certified and insured general contractor/ construction firm, who will serve as the appropriately licensed general contractor that is qualified to undertake and perform such work on behalf of the OBC and the City because: it will perform all necessary work for the Orange Bowl Legacy Gift of the Project, formally identified as Project No. B- 30625, also known as Moore Park Athletic Field within expeditious timeliness and construction schedules; and WHEREAS, the City Manager has provided a written recommendation that the Professional Services under the CCNA be granted by OBC to an architect, engineer, landscape architect, certified surveyor/mapper, as applicable, without public announcement and qualification or other CCNA procedures, and the consideration and justification of these waivers are documented, in writing, and were presented to the City Commission prior to their passage of this Resolution; and WHEREAS, this matter is being considered at an advertised public hearing and in accordance with Florida Statutes 255.20(Local bids and contracts for public construction work) (2008), and Sections 18 -85 (Competitive Sealed Bidding), 18-87 (Professional Services Under Florida Statutes § 287.055, (2008) "CCNA") and 18-89 (Public Works and. Contracts), of the Code of the City of Miami, Florida, as amended, which are each deemed as being incorporated by reference herein as though set forth in full, and which sets forth criteria for the aforementioned exemptions or waivers, as applicable, of the applicable competitive processes; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THECITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1 } to execute the Project Cooperation Agreement, in substantially the attached form, between the City and the OBC to provide for the City's participation of providing matching funds not in excess of $2,500,000 in a cooperative project to where the OBC will City of Miami Page 2 of 4 Printed On: 11/5/2008 File Number. 08-01301 be responsible for designing, engineering, constructing and completing, in accordance with all applicable laws and codes, the Project, wherein OBC will contribute not less than $2,500,000, and OBC will pay for, be responsible for , discharge and absorb any cost overrun, change order, contractor, supplier, subcontractor, laborer, or material supplier claim or any other claim or cost arising or accruing by virtue of this Project in excess of the City's contribution of $2,500,000. The Project Agreement also includes, without limitation: • Hold harmless and indemnity in favor of the City • Maximum contribution of $2,500,000 by the City in matching funds and responsibility of the OBC for all costs over the City contribution relative to the Project • OBC responsibility for design and construction of the Project and for the selection and direction of the general contractor/construction firm and any CCNA professional services retained for the Project • Payment and performance bond, insurance, certification and licensing requirements for the general contractor/construction firm and OBC, as applicable • New field surface made of synthetic field turf • New running track with appropriate facilities for track and field events • 1,500 aluminum bleacher seats • Press box with PA system • Electronic scoreboard • Field lighting • Storage structure • Two (2) restroom/concession buildings • The Project will be built and completed in accordance with all applicable laws and Codes • The Project will be tendered to the City with all applicable warranties free and clear of any lien or encumbrance • The Project will be part of Moore Park, a municipal park, and will be solely the property of the City • The City contribution will be distributed in the manner and at the intervals specified by the Project Agreement. Section 3. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's finding of an emergency that it is in the public's best interest to waive competitive sealed bidding procedures, allowing the OBC to select, direct, supervise, manage and be responsible for a general contractor/construction firm, who is an appropriately licensed, bonded, insured and qualified general contractor, who is to undertake and perform such the construction work on behalf of the OBC and the City for this Project by method other than competitive procurement is ratified, approved and confirmed by the City Commission. The reasons are detailed elsewhere but may be summarized as saying that this is a condition to OBC's grant for this Project and that the time to competitively award this Project by customary sealed bidding methods used for public works and improvements would cause a loss of OBC's funding and generous contribution to the City as well as cause a time delay that would not accommodate the events and programs already planned for the Project. Section 4. By a four -fifths (4/5ths) affirmative vote the City Manager's written finding of a valid public emergency which necessitates dispensing with the customary CCNA public announcement and qualification and other procedures is ratified, confirmed and approved by the City Commission Clry of Miami Page 3 of 4 Printed On: 11/5/2008 �t 1(0os File Number. 08-01301 for reasons set forth in the City Manager's memo which may be summarized by noting that following the formal CCNA procedures will not allow the design of the Project to meet the requirements of OBC's Orange Bowl Legacy Gift to this City and will cause it to be lost. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY Footnotes: {1}The herein authorization is further subject to compliance'with all requirements that may be imposed by the city Attomey, including but not limited to those prescribed by applicable provisions of the'City Charter end Code. {2}If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 4 of 4 Printed On: 11/5/2008