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Home My WebLink About6726 Submittal-Dusty Melton-Grant AgreementCity of Miami Community Rcdevel pmcnt Agency MICHELLE SPENCE-JONES Board Chair Via Hand -Delivery November 21, 2008 Noreen Timoney, President Miami Woman's Club 1737 North Bayshore Drive Miami, Florida 33132 Re: Grant Agreement for Repairs and 40-year Recertification Ms. Timoney, Submitted Into the public record in connection with Item 1' on 10'3D-I1 Todd 8. Hannon Clerk of the Board JAMES FI.VILLACORTA Executive Director For your records, enclosed please find the Grant Agreement between the Omni Redevelopment District Community Redevelopment Agency and The Miami Woman's Club, dated November 18, 2008, for the repairs and 40-year recertification of the building at 1737 North Bayshore Drive. Should you have any questions or concerns, please feel free to contact our office. Kind Reear c Jes>;Scri N. Pac Staff Counsel Enclosures: Grant Agreement SOUTHEAST OVERTOWN/PARK WEST, OMNI REDEVELOPMENT DISTRICT. AND MIDTOWN COMMUNITY REDEVELOPMENT AGENCIES 49 N.W. 5TH Street, Sle. 100 / Miami, FL 33128 / Telephone: (305) 879-61100 / Facsimile (305) 679-6835 Email: cratcild.miami.tl.us. / Website: www.miami-cra.org (t97VP S�bm�fialJusil� I✓lel f)n- 4ran Amn} Submitted into the public record in connection with Item on I b- 30- 161 Todd B. Hannon Clerk of the Board GRANT AGREEMENT THIS AGREEMENT is entered into as of the IS ih day of NCYMk1I , 2QS/ by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") and THE MIAMI WOMAN'S CLUB, a Florida non-profit corporation ("CLUB"). RECITALS A. WHEREAS, on January 28, 2008, the CLUB made a presentation to the Board of Commissioners of the CRA and requested Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000) to underwrite the costs associated with repairs and 40-year recertification of its building at 1737 North Bayshore Drive, Miami, Florida; and B. WHEREAS, the Board of Commissioners, by Resolution No. CRA-R-08-0009, passed and adopted on February 25, 2008, authorized the issuance of a Grant to the CLUB, in an amount not to exceed One Million Eight Hundred Thousand Dollars ($1,800,000), for the repairs and 40-year recertification of its building at 1737 North Bayshore Drive, Miami, Florida; and C. WHEREAS, on February 25, 2008, the Board of Commissioners directed the Executive Director to include the funding balance for the repairs and 40-year recertification in the CRA's budget for Fiscal Year 2009, which requires Board approval; and D. WHEREAS, the parties anticipate that the CLUB will request a second grant from the Board of Commissioners for the funding balance budgeted for Fiscal Year 2009; and E. WHEREAS, the CLUB and the CRA wish to enter into this Agreement to set forth the terms and conditions relating to the use of the Grant authorized on February 25, 2008; Page 1 of 12 Submitted into the public record in connection with Item on. Id 3G-1 61 Todd B. Hannon Clerk of the Board NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree to as follows: THE GRANT 1. RECITALS. The Recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. 2. GRANT. Subject to the terms and conditions set forth herein and the CLUB's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to the CLUB the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used as follows: to underwrite costs associated with the CLUB's repairs and 40-year recertification of its building at 1737 North Bayshore Drive, Miami Florida, as more particularly described in Attachment "A" ("Project"). 4. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Agreement, the CRA shall make available to the CLUB up to One Million Eight Hundred Thousand Dollars ($1,800,000). Payments will be made only after receipt of Project -specific invoices and verification of acceptable work product. In no event shall payments to the CLUB under this Grant agreement exceed One Million Eight Hundred Thousand Dollars ($1,800,000). 5. TERM. The teen of this Agreement shall commence on the date first above written and shall terminate upon the earlier of: i) full disbursement of One Million Eight Hundred Thousand Dollars ($1,800,000); or ii) earlier ternination as provided for herein; provided, however, that all rights of the CRA to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indetnnification, and to recovery of fees and costs shall survive the expiration or earlier termination of this agreement. Page 2 of 12 Submitted into the public record in connection with Item on I b jD fq Todd B. Hannon Clerk of the Board 6. COMPLIANCE WITH POLICIES AND PROCEDURES. The CLUB understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting guidelines and other requirements affecting the activities funded by the Grant. The CLUB covenants and agrees to comply, and represents and warrants to the CRA that the Grant shall be used in accordance, with all of the requirements, terms and conditions contained therein as the same may be amended during the term hereof. Without limiting the generality of the foregoing, the CLUB represents and warrants that it will comply and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules and regulations. 7. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. The CLUB understands and acknowledges that the CRA must meet certain record keeping and reporting requirements with regard to the Grant. In order to enable the CRA to comply with its record keeping and reporting requirements, the CLUB agrees to maintain all records as required by the CRA. b. At the CRA's request, and no later than thirty (30) days thereafter, the CLUB shall deliver to the CRA such written statements relating to the use of the Grant as the CRA may require. c. The CRA shall have the right to conduct audits of the CLUB's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. The CLUB agrees to cooperate with the CRA in the performance of these activities. d. The CLUB's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CRA of any inconsistent, incomplete or Page 3 of 12 Submitted into the public record in connection with Item I on 10-?0" 1 Todd B. Hannon Clerk of the Board inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. 8. REVERSION OF ASSETS. Upon the expiration of the term of this Agreement, the CLUB shall transfer to the CRA any unused Grant funds on hand at the time of such expiration. 9. REPRESENTATIONS AND WARRANTIES. The CLUB represents and warrants the following: a. Invoices for all expenditures shall be submitted to the CRA for review. b. Funds disbursed under the grant shall be used solely for the Project. c. The CLUB shall competitively bid out the components of the Project. d. The CLUB shall record a restrictive covenant on its property at 1737 North Bayshore Drive, in which the CLUB covenants to refund the entire Grant in the event the property is sold. e. The CLUB shall grant the City of Miami ("City"), in perpetuity, an approximately 23-foot wide baywaik easement, in the form attached hereto as Exhibit "B", running the entire length of its property at 1737 North Bayshore Drive that will serve as a permanent public access to the waterfront. The design of the baywalk shall be approved by both the Club and the CRA, which approval shall not be unreasonably withheld. The easement shall not be recorded, unless the CLUB is issued a second grant for the funding balance budgeted for Fiscal Year 2009. f. Any funds received by the CLUB in excess of Nine Million Dollars ($9,000,000), as a result of either settlement or judgment in the case of The lvliami Woman's Club v. Miami International University of Arts & Design, Inc., Case No. 07-17136 CA 33, in the Page4of 12 Submitted into the public record in connection with Item 61 on ID-,3D-1"l Todd B. Hannon Clerk of the Board Eleventh Judicial Circuit in and for Miami -Dade County, Florida, shall be disbursed to the CRA in repayment of the Grant. g. The CLUB shall prominently display signage onsite acknowledging the CRA's contribution to the Project. The CRA shall be responsible for the cost of such signage. The CRA's contribution shall also be acknowledged in all promotional materials. The CRA shall have the right to approve the form and placement of all acknowledgments. h. Upon receipt of reasonable notice, the CLUB shall allow the CRA and/or the City to use the CLUB's parking lot, at no cost to the CRA or the City, when the CRA and/or the City have an event at 1717 North Bayshore Drive, the property adjacent to the CLUB's building at 1737 North Bayshore Drive. i. Upon receipt of reasonable notice, the CLUB shall allow both the CRA and/or the -City to use the CLUB's facility at 1737 North Bayshore Drive up to six (6) times per year, at no cost to the CRA or the City. 10. REMEDIES FOR NON-COMPLIANCE. if the CLUB fails to perform any of its obligations or covenants hereunder, or breaches any of the terms contained herein, then the CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency by the CLUB; b. Recover payments made to the CLUB; c. Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Project; or e. Take such other remedies that may be legally permitted. Page 5 of 1 2 Submitted into the public record in connection with item 1 on 1 b -30-161 Todd B. Hannon Clerk of the Board 11, NON-DISCRIMINATION. The CLUB, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status or handicap in connection with its performance under this Agreement. Furthermore, the CLUB represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status or handicap be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. The CLUB has received copies of, and is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by the CLUB. The CLUB covenants, represents and warrants that it will comply with all such conflict of interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Dade County Code, Section 2-11.1. 13. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 14. CERTIFICATIONS RELATING TO THE GRANT. The CLUB certifies that: a. All expenditures of the Grant will be made in accordance with the provisions of this Agreement. Page 6 of 12 Submitted into the public record in conne ion with Item on J r)- 30-19 Todd B. Hannon Clerk of the Board b. The Grant will not be co -mingled with any other funds and separate bank accounts and accounting records will be maintained. c. The expenditures of the Grant will be properly documented and such documentation will be maintained on file. d. Periodic progress reports will be provided to the CRA as requested. e. No expenditure of Grant funds shall be used for political activities. f. The CLUB will be liable to the CRA for the amount of the Grant expended in a manner inconsistent with this Agreement. 15. DEFAULT. If the CLUB fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the CLUB shall be in default. Upon the occurrence of a default hereunder the CRA, in addition to all remedies available to it by law, may immediately, upon written notice to the CLUB, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to the CLUB while the CLUB was in default shall be immediately returned to the CRA. The CLUB understands and agrees that termination of this Agreement under this section shall not release the CLUB from any obligation accruing prior to the effective date of termination. 16. LIABILITY OF THE CRA. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the CRA shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 17. INDEMNIFICATION OF THE CRA. The CLUB will protect, defend, indemnify and hold harmless the CRA and its agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in Page 7 of 12 Submitted into the public record in connection with Item q on 1b 30-IJ Todd B. Hannon Clerk of the Board connection with loss of life, personal injury or damage to property or arising out of this Agreement, except to the extent such loss, injury or damage was caused by the gross negligence of the CRA or its agents. 18. INTERPRETATION. a. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. Entire Agreement. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and the CLUB relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. Construction. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. Page 8 of 12 Submitted into the public record it connection with item 9 on l0 -30- l 61 Todd B. Hannon Clerk of the Board d. Covenants. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. Conflicting Terms. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. Waiver. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall beeffectiveunless made in writing. g• Severability. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 19. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 20. OWNERSHIP OF DOCUMENTS. Upon the CRA's request, all documents generated by the CLUB in connection with this Grant shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. Page 9 of 12 Submitted into the public record in connection with Item 9' on 10.3 CH I Todd B. Hannon Clerk of the Board The CLUB agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any documents which is given by the CRA to the CLUB pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by the CLUB for any other purposes whatsoever, without the written consent of the CRA. 21. AWARD OF AGREEMENT. The CLUB warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. - 2-2. —NON-DEL-EGABILITY. The obligations of the CLUB --under this Agreement -- shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 23. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced in accordance with Florida law. 24. TERMINATION OF CONTRACT. The CRA retains the right to terminate this Agreement at any time without penalty to the CRA. In that event, the CRA shall give fifteen (15) days written notice of termination to the CLUB. Notwithstanding the CRA's right of termination, the CRA shall be responsible for all actual costs arising out of the termination under this Section. 25. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by Page 10 of 12 Submitted into the public record in connection with item ..± on 10-30- l�] Todd B. Hannon Clerk of the Board registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. Omni Redevelopment District Community Redevelopment Agency 49 NW 5th Street, Suite 100 Miami, FL 33128 Attn: James H. Villacorta Executive Director The Miami Woman's Club 1737 North Bayshore Drive Miami, FL 33132 Attn: Noreen Timoney President 26. INDEPENDENT CONTRACTOR. The CLUB, its contractors, subcontractors, employees and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or —pension-programs of -the CRA—or any rights -generally -afforded -its employees; -further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 27. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 28. AUTHORITY. The CLUB certifies that the CLUB possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of the CLUB's governing body, authorizing the execution of this Agreement, and identifying the official representative of the CLUB to act in connection herewith and to provide such additional information as may be required by the CRA. SIGNATURES APPEAR ON FOLLOWING PAGE Page 11 of 12 Submitted into the public record in connection with item `l' on I b -3O - I61 Todd B. Hannon Clerk of the Board IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the CRA and the CLUB have executed this Agreement. Witnesses: THE MIAMI WOMAN'S CLUB, a Florida non-profit corporation, ("CLUB") By: Print Name: By: Print Name: ATTEST: �e ti\(IA (MCVy' �2 riscilla�mpson //-a0-0f Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru CRA General Counsel By: Noreen Timoney President OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Page 12 of 12 es H. Villacorta xecutive Director Submitted into the public record in connection with item 61 on I0-3o-)g Todd B. Hannon Clerk of the Board EXHIBIT "A" TO GRANT AGREEMENT Scope of Work Submitted into the public record in connection with item on 1D3NCI Todd B. Hannon Clerk of the Board EXHIBIT "A" SCOPE OF WORK 8 BUDGET COST ESTIMATE Mlaml Women's Club Restoration LOCATION: 1737 N. Bayshore Drive, Mlaml Fl. R.J. Heisenbottle Architects, PA DATE: 04/22/08 A. CIVIL/ SITE WORK/DEMOLITKNJ D,eriibSnoti.ofiniifft( (a8iAtitiCe)<; , -. ;'Or4.1.- 4>::: "': 5168,750 `.),: f?A '.. :'S42;4 i0 : ~0. Demolition of existing roofing... ', $28,609 S28,609 S28,6092.. Demolition of exterior windows S42,525 $42,525 $42,525 Demolition of exterior doors 52,700 S2,700 52.700 Site clear two elevators 56,750 it i:; A .. ..VV SUe°,dearer3§&Lq:)dEF''-;5;. `:l'•s-.:'i�. 3:-'1'r'='�v'. o:,-r._,� $47e250 i,•n �e:�i+=�s-�`._le'�i�.�,'., '$11.)312.50__ Repave parking lot $142,594 New wheel stops $6,750 Straparkbigior'.=;..=:::ta- xc:`5"I-' '= IY2i ''# Ni S10,125 aZ=- ." .>' O'.525312rs�'•'l Drainage Improvement 8" U.G. pipe (allowance) $20,250 Replace Sod 529,700 Landscaping (allowance) $162,000 Irrigation (allowance) S81,000 Park benches (4) & trash containers (4) $21,600 Hardsceping (Beywalk) 5202,500 City Water 8" Line connect to N. Bayshore Dr $27,338 City Sewer 8" Line connect to N. Bayshore Dr. 527,338 SUBTOTAL A $1,027,778 $73,834 $45,225 $28,609 556,531 B. EXTERIOR Replace windows (Impact resistance) $722,115 $722,115 $722,115 Replace doors 537,800 537,800 S37,800 Replacei)atroof. '. ::.:.*.t';:-: :::;.: ,,.: `:: .r $143,048 $143,046 S143.046.00. New roof drains-& gutters y::',•C:•;._:r:,,:.. ..-. $9,720 $9,720 . $9.720.00 Replace Barrel Tile'Roof. "• .. .. : .. S24,948 S24,948 :-..$24.948.00... Stucco exterior repairs (allowance). : " . • ; a : ' $270,000 $270,000 .:' $270.000.00: Concrete jambe Lintels ei windows & doors $18,090 S18,090 $18..090 Restore iron railings (allowance) , . " $25,313 $25,313 $25,31250 %. Historic paint (allowance) ` , . . -.. . .. - $202,500 5202,500 $202.500.00:' SUB-TOTALB 51,453,532 51,453,532 5778,005 S675,527 50 C. INTERIOR tteatbeln[eriorao8r :rri;,°` ?"� n'1 ."•; •,` '-e'W: S54,000 5r?�.1• tt+,5$19:40i):o0,5; yzZ �'riS1.6�75- •. . C'mrcrele lliif6A terIordr,ibis'!`' rx;`• Lr; . ? "•' '11�`(ri < , :� 5675 lJ�-- ,: ;f .�e.• `� Floor replacement (allowance) $486,000 Interior wals/partiUons $56,700 _ _ His`1ciaDaTnti ) f :`:`; : 7, .,, ".. :`..'."::_R'. S540,000 P.'.'?e{K:,........_`'. '-`S'13`,OOO.t0' Stabilize piaster ceilings (allowance) 5202,500 36nrtbilil,:rnech.,addit LthlTirltlxj a8Q0,closets_'`:..:.. ,. 567,500 t.. • -- .r. i..533 50.00 SUB -TOTAL C $1,407,375 S0 S0 50 5182,419 D. SPECIALTIES Stage system, lights, dimming controls, etc. $270,000 Sound systems $162,000 Kitchen equipment 5270,000 rala ilitring.1. -, - _ ="ji&lixfa .4 -• _' _' $607,500 a `"J151132.09L :S=`==i=.= -.=cr; I'n.---; :.... ,...,,. ..' "- $405,000 5405,000 S202,500 - $202,500. SUB -TOTAL D $1,714,500 $405,000 $202,500 $202,500 5151,875 Page 1 of 2 Submitted Into the public record in connection with Item on J D-30-I0J' Todd B. Hannon Clerk of the Board E ADA UPGRADE • IAAuP9mdesfritow.ance1 _ $135,000 ' 4-33,7501.00 1 SUB -TOTAL E $135,000 S0 $0 SO S33,750 F. ELEVATORS Palmer *War $87,800 $0 SUB -TOTAL F $87,500 S0 $0 $87,500 1 SO G. MECHANICAL plfiSCblklejetni tf'fi5r b j&Au!fia;'-._.," . .. $216,000 I:. ., S54,000.00 1 Chglers3ou881; :tea"::_ _ 524,300 J. ' s 83400 OBE_at!'itii/i4010001.' �' '"-.`^',......1. .f $27,000 4 • _ ' -: N- g£`Aii i': `s:•t.f t: 587,500 k:.:':.:: ''. i".:' .; Dr 1 7y�,;Iuriti' '"'r u:;F:-%1f4g._° :•.'.'.:,.<::. _ " $270,000 :, .;:;;' _i':``:_:� ..i.:...` w:...-.... - .a a $33,750 1 . .c?- r 'ian0. Kitchen hoods / exhaust system. & ventilation Chase $81,000 SUB -TOTAL G $744,390 $0 $0 50 $165,848 H. PLUMBING SUB -TOTAL H $270,000 �;.3' ry'• S0 $270,000 $0 SO $67.500 - L ELECTRICAL . 1 ",..%e, e: ',; ' ; -i . $47,250 S47,250 $23,625 ' .: /0)325 Emergency generator & transfer switch 300KW $168,750 $168,750 Electrical transformer (Dry Type 45KVA 3 Phase) $4,725 $4,725 $4,725 Electrical panel boxes (800 Amps, 42 Circuits) S54,000 S54,000 $54,000 Exterior Nght fixtures (allowance),S19 440 eta-?Tdt'il9iiFClOrrisqk olerN' e ,YM :S:? ....=t:"r? S189,000 -':z... - :1:.'x: ' _54.$$9- 1 Parking lot poles & lights $74,250 Sub-Total1 $557,415 $274,725 882,350 $23,625 $4,880 J. FIRE & SAFETY >� 441.4r 11 '• r d x el' - , ' ,t,00 $45,900 $45,900 ' $185,825 ",.Ei't S;10' 5371,250 $371,250 $185,625 = t. ,. ._a: $188,750 $188,750 $42,188 $126,563 Firepump system (30 H.P.) $27,000 S27,000 $27,000 ;�; � g-:^_•n � tit.,: j iti.Zi=.2" ws..;:- $182,250 $182,250 j $ S :'� SUB -TOTAL J 5795,150 $795,150 $254,813 $312,188 557,038 GRAND SUBTOTAL 38,192,639 $3,002,241 1 $1,362,893 $1,329,948 6719,820 INSURANCE I BOND 1.5% $122,890 545,034 S20,443 $18 949 S10,797 CONSULTANT 1 DESIGN FEE 159E $1,228,896 $450,336 $204,434 . $199,492 $107,973 PROJECT CONTINGENCY 20% . $1,638,528 $600,448 $272,579 $265,990 $143,964 TOTAL PROJECT COSTS 2008 $11,182,953 1 $4,098,059 $1,860,348 $1,$15,879I IB3 54. 'Project Ara - 35.751 Gross Sq. Ft. $312.80 J 8114.63 J $52.04 T $50.78 S27.48 Note: Marina & Baywaik construction cost not Included. TOTAL PROJECT COSTS 2008-2009 "'Includes CRA-1, CRA-2 plus Interior BuIdout for First Floor IN $4,658,282 Page 2of2 Submitted into the public record in connection with Item on )D'3D'11 Todd B. Hannon Clerk of the Board EXHIBIT "B" TO GRANT AGREEMENT Grant of Easement I GRANT OF EASEMENT Submitted into the public record in connection with Item Gj on I -304q Todd B. Hannon Clerk of the Board THIS GRANT OF EASEMENT (the "Easement Agreement") is entered into as of the day of , 2008, by and between the MIAMI WOMAN'S CLUB, a non-profit Florida corporation (the "Grantor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"): RECITALS: A. The Grantor is the owner in fee simple of the land located at 1737 North Bayshore Drive, Miami, Florida, more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"). B. The Grantor and the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") entered into that certain Grant Agreement dated (the "Grant Agreement"). As a condition of the Grant Agreement, Grantor is required to grant the City, in perpetuity, 23-foot wide pedestrian easement running over the entire length of the Property, as more particularly described on Exhibit "B" attached hereto and made a part hereof (the "Baywalk Easement Area"). C. Grantor desires to grant the City an easement over and across the Baywalk Easement Area, as hereinafter provided. NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, Grantor and the City hereby agree as follows: 1. Recitals. The Recitals to this Easement Agreement are true, correct and incorporated herein by reference. 2. Grant of Pedestrian Baywalk Easement. Grantor does hereby grant, give and convey to the City, its successors and assigns, a perpetual easement for any appropriate public purposes, including but not limited to, pedestrian ingress, egress and access over and across the Baywalk Easement Area (the "Baywalk Easement"). 3. Design and Construction of Baywalk. The City shall have the right, but not the obligation, to design, construct a baywallc, landscaping and related improvements (collectively, the "Improvements") within the Baywalk Easement Area. The City shall have the right to remove any improvements currently located within the Baywalk Easement Area, including, but not limited to the existing fence. 4. Rights Reserved by Grantor. Grantor hereby reserves unto itself, its successors and assigns as follows: (a) the right of ingress and egress across, the Baywalk Easement Area by Grantor, its successors, assigns and guests, invitees and persons doing business with Grantor, including the use of the waterfront abutting the Baywaik Easement Area for permissible marina and other purposes, public and private, in accordance with all Submitted into the public record in connection wit Item ° on I 0 30' 1 Todd B. Hannon Clerk of the Board applicable laws, provided such uses do not interfere with the use of the Baywalk Easement by the public; and (b) the right to install and maintain underground facilities for utilities within the Baywalk Easement Area, provided Grantor promptly repairs any damage to the Improvements resulting from the insulation and/or repair of underground facilities. 5. Maintenance of Baywalk. Upon completion of construction of the Improvements by the City, the completed Improvements shall be perpetually maintained by the Grantor in good, clean and first-class condition. "First Class Condition" shall require, at a minimum, that the replacement materials used on the Improvements shall be of better or equal quality than that used in its initial construction. 6. Insurance; Indemnity and Hold Harmless. (a) Insurance. Prior to commencing the construction of the Improvements, the City shall obtain the insurance required by the City's Risk Management Administrator and provide the Grantor with evidence, consisting of certificates or policies of insurance and bonds issued by Florida insurers and/or sureties rated B:VII or better per A.M. Best's Key Rating Guide, latest edition, of: (a) builder's risk insurance for the full replacement cost of the Improvements, and (b) general liability insurance in such form and amounts as may be reasonably required by the City's Risk Management Administrator. The amount of insurance coverage required will not be less than the amounts set forth in Exhibit "C", "Insurance Requirements," attached hereto. Said insurance policies shall name the Grantor as an additional insured. The foregoing insurance coverage shall be maintained in effect by City from the commencement of construction of the Improvements until completion of the Improvements. The Grantor shall be given at least 30 days prior written notice of any cancellation, lapse, or material modification of said insurance coverage. (b) Insurance for Maintenance. The Grantor shall provide the City's Risk Management Administrator with evidence of general liability insurance in such form and amounts as may be reasonably required by the City's Risk Management Administrator, and in amounts not less than the amounts set forth in Exhibit "C". Evidence shall consist of certificates or policies of insurance issued by Florida insurers rated B:VII or better per A.M. Best's Key Rating Guide, latest edition. Said insurance policies shall name the City as an additional insured. The foregoing insurance coverage shall be maintained continuously in effect. The City shall be given at least 30 days prior written notice of any cancellation, lapse, or material modification of said insurance coverage. (c) Mold Harmless and Indemnify. Grantor, its successors and assigns, hereby covenant not to sue, hold harmless, indemnify, and defend the City, the CRA and their respective officers or employees in any and all actions, claims, demands, costs, expenses, liabilities or damages arising or accruing by virtue of acts of omissions of Grantor, its agents, servants, representatives, successors and assigns. This hold harmless, indemnity and covenant not to sue includes, without limitation, any and all claims for personal injury, wrongful death, damage to or loss of property, violation of applicable laws, codes, rules, construction, architectural, or design decisions, actions or omissions. The duty to defend may be complied with, at the option of the 2 Submitted into the public record in connection with item °I on (D 301 61 Todd B. Hannon Clerk of the Board City Attorney, by either paying reasonable attomey's fees for the cost incurred by the City in its defense, or by selecting defense counsel, the cost of which shall be borne by Grantor. The obligations under this section shall survive the expiration or cancellation of this Easement Agreement. 7. Miscellaneous. (a) Enforcement. The provisions of this Easement Agreement may be enforced by all appropriate actions in law and in equity by any party to this Easement Agreement. In order to expedite the conclusion of the actions brought pursuant to this Easement Agreement, the parties, their successors and assigns will not demand jury trial nor file permissive counterclaims outside the bounds of this Easement Agreement in such actions. The parties expressly waive the right to a jury trial in connection with any matter arising under this Easement Agreement. (b) Counterparts. This Easement 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) The City Officials. The "City" is a municipal corporation, and the City Manager as its Chief Administrative Officer, is empowered to make all decisions with regard to this Easement Agreement on behalf of the City, unless otherwise provided by law or by resolution of the City Commission. (d) Successors and Ass'gns. This Easement Agreement shall inure to the benefit of and be binding upon the Grantor and its successors and assigns. (e) Construction. The section headings contained in this Easement Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof. All of the parties to this Easement Agreement have participated fully in the negotiation of this Easement Agreement, and accordingly, this Easement Agreement shall not be more strictly construed against any one of the parties hereto. In construing this Easement 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 Easement Agreement (or to such other address as any party hereunder shall hereafter specify to the other in writing). City of Miami: City of Miami 444 S.W. 2ad Avenue, 10th Floor Miami, Florida 33130 Attn: Pedro G. Hernandez City Manager 3 With a copy to: Grantor: Office of the City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Attn: Julie O. Bru City Attorney Miami Woman's Club 1737 North Bayshore Drive Miami, Florida 33132 Attn: Noreen Timoney President Submitted into the public record in connection with Item (1 on i 3(, Todd B. Hannon Clerk of the Board (g) Severability. In the event any term or provision of this Easement 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 Easement Agreement shall be construed in full force and effect. (h) Exhibits. All of the Exhibits attached to this Easement Agreement are incorporated in, and made a part of, this Easement Agreement. (i) Amendmen : Termination. This Easement Agreement may not be amended, modified or terminated except by written agreement of the parties hereto. 8. Covenants Running with the Land. It is intended that the terms, conditions, covenants, rights, obligations and burdens set forth in this Easement Agreement shall constitute covenants running with the title to the Property. 9. Entire Agreement. This Easement 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. 10. Governing Law. This Easement Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. Venue for all actions under this Easement Agreement shall be in Miami -Dade County, Florida. 11. Third Party Beneficiaries. Neither the City nor Grantor intends to directly or substantially l?enefit a third party by this Easement Agreement. Therefore, the parties agree there are no third party beneficiaries to this Easement Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Easement Agreement. [SIGNATURE AND ACKNOWLEDGEMENT ON FOLLOWING PAGE] Submitted into the public record in connection with Item CI on I U-30-I Gl Todd B. Hannon Clerk of the Board IN WITNESS WHEREOF, GRANTOR has caused this Easement to be signed the day and year first above written. GRANTOR: THE MIAMI WOMAN'S CLUB, a Florida non-profit corporation By: Print Name: Noreen L. Timoney, President Print Name: STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _ day of June, 2008, by Noreen L. Timoney, as President of the Miami Woman's Club, on behalf of the corporation, who is personally known ( ) or produced identification ( ). Type of identification produced Print or Stamp Name: Notary Public, State of Florida Commission No.: My Commission Expires: 5 ATTEST: Priscilla Thompson, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Risk Management Administrator Submitted into the public record in connection with Item cl on I 0 - jtt ICJ Todd B. Hannon Clerk of the Board CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Pedro G. Hernandez Title: City Manager APPROVED AS TO FORM AND CORRECTNESS Julie Bru, City Attorney 6 Submitted into the public record in connection with Item ' on I_ 30-_(1 Todd B. Hannon Clerk of the Board EXHIBIT "A„ DESCRIPTION OF THE PROPERTY Lot 3, less the South 20 feet thereof that lies East of the West 250 feet thereof and all of Lot 4, Amended Plat of Miramar Plaza, according to the plat thereof as recorded in Plat Book 33, page 18, Public records of Miami -Dade County, Florida. r EXHIBIT `B" DESCRIPTION OF BAYWALS EASEMENT AREA The East twenty three (23) feet of the following described parcel: Submitted into the public record in connection with Item on 10-30-Iq Todd B. Hannon Clerk of the Board Lot 3, less the South 20 feet thereof that lies East of the West 250 feet thereof and on the eastern twenty three (23) feet of all of Lot 4, Amended Plat of Miramar Plaza, according to the plat thereof as recorded in Plat Book 33, Page 18, Public records of Miami -Dade County, Florida. j Submitted Into the publk record in connection with • Item 0 on 1 O3o' 1 Todd B. Hannon Clerk of the Board EXFIIBIT "C" INSURANCE REQUIREMENTS 1. Commercial General Liability insurance on a commercial . general liability coverage form with `broad form" coverage, or its equivalent, including contractual liability, products and completed operations, personal injury, and premises coverage against those sums that the insured becomes legally obligated to pay as damages in connection with any and all claims, demands or actions, bodily injury, death or property damage occurring in the Property, the limits of which shall not be less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. 2. Pollution/Environmental Impairment Liability insurance coverage to be provided by Developer's contractors performing the Inspections on a claims basis (provided that such policy period must be for a minimum of six (6) years from and after the date of the Inspections) with limits of One Million Dollars ($1,000,000) per occurrence, providing coverage for the damage caused by spillage of any fuel, petroleum, products or any other "hazardous substances," "hazardous materials" or "toxic substances" (as defined in any and all state, local, or federal laws, rules, regulations and orders pertaining to environmental, public health or welfare matters), whether those substances are solid, liquid or gaseous. Said policy of insurance shall also provide coverage for the cost of cleanup of the affected area and for the removal, transportation and safe disposal of any contaminated area. 3. Automobile Liability insurance covering all owned, non -owned, and hired vehicles used in conjunction with Inspections of the Property. The policy or policies of insurance shall contain such limits as may be reasonably requested by the CRA from time to time but not less than One Million Dollars ($1,000,000). 4. Worker's Compensation insurance in the amounts and types required by Chapter 440, Florida Statutes. 5. The limits set forth in paragraphs (1), (2), (3) and (4) above shall be issued by an Insurance Company maintaining an "B" rating and Financial Strength of "7." * 536622Lv3 9