2025-Memorandum of Understanding between CMB & Allison Island Association, Inc. Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82 2_ V C12_3-3 2
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A906D 9S
MIAMI BEACH
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF MIAMI BEACH
AND
ALLISON ISLAND ASSOCIATION, INC.
This Memorandum of Understanding ("MOU") is made and entered into this _ `,r day of
4 i , 2025 by and between the City of Miami Beach, Florida, a Florida municipal
corporation (hereinafter the "City") and Allison Island Association, Inc., a Florida not-for-profit
corporation (hereinafter the "Association") to manage and operate the security guard services of the
Allison Island Security Guard Special Taxing District.
RECITALS
WHEREAS, the Allison Island Security Guard Special Taxing District (the "Special Taxing
District") was created on December 5, 1989, pursuant to Ordinance No. 89-125, for the purpose of
security guard services, including the construction and maintenance of a guardhouse with gates; and
WHEREAS, the boundaries of the Special Taxing District include a portion of Section 11,
Township 53 South, Range 42 East, Miami-Dade County, Florida, being more particularly described
as:
Lots 2 thru 52 of "Indian Creek Subdivision" according to the Plat thereof, as
recorded in Plat Book 31, at Pag 75, of the Public Records of Miami-Dade County,
Florida.
WHEREAS, security guard services ("Services") are provided from the City's guard house
("Guard House") on City-owned land bearing Folio No. 02-3211-003-0510, located on Allison Road
north of 63rd Street, the cost of which is paid from the Special Taxing District funds; and
WHEREAS, at the September 27, 2023 City Commission meeting, the Mayor and City
Commission considered an agenda item, entitled "Discuss and Take Action Regarding a Request
from the Allison Island Association("HOA")to negotiate an Agreement between the HOA and the City,
to permit the HOA to Select and Contract Directly with a Private Security Provider, and Authorize the
City to reimburse the HOA with Special Assessment Revenue from the Allison Island Security Guard
Special Taxing District" and the Mayor and City Commission approved the Association's request to
assume the responsibility for the management and operation of the security guard services for the
Special Taxing District, with the Association being reimbursed for the payments made to a security
guard services contractor("Security Services Contractor"),all pursuant to the terms of this MOU; and
WHEREAS, on December 13, 2023, the Mayor and City Commission adopted Resolution No.
2023-32846, approving a Memorandum of Understanding ("MOU") between the City and the HOA,
authorizing the HOA to select, and contract directly with, a Security Services Contractor and receive
payments from the City for the security guard services from the funds appropriated pursuant to the
Special Taxing District for each Fiscal Year, commencing for Fiscal Year 2023-2024, subject to annual
renewals for each subsequent Fiscal Year by agreement of the parties; and
-2773499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172.15AE-4F30-8EF8-9F79757A90BD
WHEREAS, the 2023-2024 MOU was executed on December 26, 2023 and the Association
entered into a Security Officer Agreement with Kent Services, Inc., from October 1, 2023-February 2,
2025; and commencing on February 3, 2025, contracted with Allied Universal Corp. as the Security
Services Contractor through the end of fiscal year 2024-2025; and
WHEREAS,the budget for the Special Taxing District for Fiscal Year 2024-2025,in the amount
of $676,000.00, includes an allocation, in the amount of $289,000.00, for the hiring of a Security
Services Contractor, and $330,000.00 for renovations to the Guard House ("Renovations") with the
remainder of the budget to be used for other components of the services funded by the Special Taxing
District funds including, without limitation, utilities and maintenance by the City for the Guard House;
and
WHEREAS, the Association wishes to manage the Renovations of the Guard House, with the
Association being reimbursed for the payments, all pursuant to the terms of this MOU.
NOW THEREFORE, in consideration of the mutual terms and conditions, promises, and
covenants set forth herein, the City and the Association agree as follows:
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
•
Page 2
72773499:2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID.560AB172-15AE-4F30-8EF8-9F79757A90BD
ARTICLE I/PROFFER SUMMARY
ASSOCIATION: Allison Island Association, Inc.
THE ASSOCIATION CONTACT: Corey Salter, President
ADDRESS: 6470 Allison Road
CITY, STATE, ZIP: Miami Beach, FL 33141
PHONE, FAX, E-MAIL: 0-646-430-8252/M-203-803-0481
csalter(c authentic.com
FUNDING AMOUNT: not to exceed $619,000.00
DESCRIPTION OF SERVICES: See Exhibit 1 hereto
TERM: First Annual Term: Beginning retroactively on
October 1, 2024 ("Commencement Date") and
expiring on September 30,2025(the"Term").Each
annual Term shall commence on October 1t' and
expire on September 30th, each a "Fiscal Year".
Annual Renewals: The MOU may be renewed
annually by agreement of the parties, based upon
the approved budget for the applicable Fiscal Year
for the Special Assessment Taxing District. A party
not intending to renew the MOU shall provide
written notice of said intent to the other party at
least 180 days prior to the expiration of the
respective annual Term.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Page 3
'21734n4 2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A90BD
ARTICLE II/GENERAL CONDITIONS
1. PARTIES: The parties to this MOU are the Association, listed in Article I, and the City, a
municipal corporation organized under the laws of the State of Florida. The City has delegated the
responsibility of administering this MOU to the City Manager or the City Manager's authorized designee
(the "City Manager's Designee"). The Association warrants and represents that the Association is
authorized to execute this MOU pursuant to a resolution or other required vote of the members of the
Association.
2. DESCRIPTION OF SERVICES: The Association shall provide security guard services,
as more particularly described in Exhibit 1, attached hereto ("Security Services"), on behalf of the
residents living within the Special Taxing District. Any modification to Exhibit 1 shall not be effective
unless approved by a written amendment to this MOU signed by the City and the Association.
Additionally, the Association will also be managing the work associated with the Renovations
("Renovation Work") pursuant to the terms and conditions of the Work Agreement incorporated herein
by reference and attached hereto as Exhibit 3. The Security Services and the services involving the
management of the Renovation Work shall be collectively referred to herein as the"Services".
3. MONITORING AND EVALUATION: The City Manager or the City Manager's Designee
may monitor and conduct an evaluation of the Services,as described in Exhibit 1 and Exhibit 3 of this
MOU, which may include, without limitation,visits by City representatives to the Guard House or other
portions of the Special Taxing District to verify compliance with this MOU.
4. OWNERSHIP OF THE GUARD HOUSE: The guard house and all personal property
located therein, is the Property of the City.
5. AUDIT AND INSPECTIONS: Upon reasonable verbal or written notice to the
Association, and at any time during normal business hours(i.e.9AM—5PM, Monday through Fridays,
excluding nationally recognized holidays),and as often as the City Manager may,in his/her reasonable
discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or
such representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered by this
MOU. The Association shall maintain any and all such records at its place of business at the address
for the Association's Contract, as set forth in Article 1.
6. INSPECTOR GENERAL AUDIT RIGHTS:
A. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform reviews,audits,
inspections and investigations on all City contracts, throughout the duration of said contracts. This
random audit is separate and distinct from any other audit performed by or on behalf of the City.
B. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records, contracts and
transactions. In addition,the Inspector General has the power to subpoena witnesses,administer oaths,
Page 4
3277.499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5C842B82
Docusign Envelope I D:560AB 172-15AE-4F30-8EF8-9F79757A90BD
require the production of witnesses and monitor City projects and programs. Monitoring of an existing
City project or program may include a report concerning whether the project is on time, within budget
and in conformance with the contract documents and applicable law. The Inspector General shall have
the power to audit, investigate, monitor, oversee, inspect and review operations,activities, performance
and procurement process including but not limited to project design, bid specifications, (bid/proposal)
submittals, activities of the Association, its officers, agents and employees, lobbyists, City staff and
elected officials to ensure compliance with the contract documents and to detect fraud and corruption.
Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual
contract expenditures to fund the activities and operations of the Office of Inspector General.
C. Upon ten (10) days written notice to the Association. the Association shall make all
requested records and documents available to the Inspector General for inspection and copying. The
Inspector General is empowered to retain the services of independent private sector auditors to audit,
investigate, monitor, oversee, inspect and review operations activities, performance and procurement
process including but not limited to project design, bid specifications,(bid/proposal)submittals,activities
of the Association, its officers,agents and employees,lobbyists,City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
D. The Inspector General shall have the right to inspect and copy all documents and records
in the Association's possession, custody or control which in the Inspector General's sole judgment,
pertain to performance of the contract, including, but not limited to original estimate files, change order
estimate files, worksheets, proposals and agreements from and with successful subcontractors and
suppliers, all project-related correspondence, memoranda, instructions, financial documents,
construction documents, (bidfproposal) and contract documents, back-change documents, all
documents and records which involve cash. trade or volume discounts, insurance proceeds, rebates,
or dividends received, payroll and personnel records and supporting documentation for the aforesaid
documents and records.
E. The Association shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition(bid preparation)and performance of this MOU,
for examination, audit, or reproduction, until three (3) years after final payment under this MOU or for
any longer period required by statute or by other clauses of this contract. In addition:
If this MOU is completely or partially terminated, the Association shall make available
records relating to the work terminated until three (3) years after any resulting final
termination settlement; and
ii. The Association shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this MOU until such appeals, litigation,
or claims are finally resolved.
Page 5
-2773499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560A8172-15AE-4F30-8EF8-9F79757A90BD
F. The provisions in this section shall apply to the Association, its officers, agents,
employees, subcontractors and suppliers. The Association shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Association in connection with the
performance of this MOU.
G. Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they be construed
to impose any liability on the City by the Association or third parties.
7. LIABILITY AND INDEMNIFICATION: The Association shall indemnify, defend and hold
harmless the City and its officers, employees, agents, and contractors, from and against any and all
actions (whether at law or in equity),claims, liabilities, losses, expenses,or damages,including,without
limitation, attorneys'fees and costs of defense,for personal,economic,or bodily injury,wrongful death,
or loss of or damage to property, which the City or its officers, employees, agents and contractors may
incur as a result of claims,demands, suits,causes of action or proceedings of any kind or nature arising
out of, relating to, or resulting from the performance under this MOU by the Association, its officers,
employees, agents, servants, partners, principals or contractors. The Association shall pay all claims
and losses in connection therewith and shall investigate and defend all claims, suits,or actions of any
kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay
all costs, judgments, and attorneys' fees which may issue thereon. The Association expressly
understands and agrees that any insurance protection required by this MOU, or otherwise provided,
shall in no way limit its obligation, as set forth herein,to indemnify, hold harmless, and defend the City
or its officers, employees, agents, and contractors as herein provided.
8. INSURANCE: The Association shall maintain the below required insurance in effect as of
the date of execution of this MOU and for the duration of the MOU:
A. Verification of Coverage
1. The Association shall provide the required insurance certificates, endorsements or
applicable policy language effecting coverage required by this section, as follows. All certificates of
insurance and endorsements are to be received prior to any Services commencing. However, failure
to obtain the required coverage prior to the work beginning shall not waive the Association's obligation
to provide them. The City of Miami Beach reserves the right to require complete, certified copies of all
required insurance policies, including endorsements required by these specifications, at any time.
Worker's Compensation Insurance as required by Florida Statute, Chapter 440, and
Employer's Liability Insurance with limits of no less than $1,000,000 per accident for
bodily injury or disease. Should the Association be exempt from this Statute, the
Association and each employee shall hold the City harmless from any injury incurred
during performance of the MOU. The exempt Association shall also submit (i)a written
statement detailing the number of employees and that they are not required to carry
Page 6
7277;4w,,1
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F30-8EF8-9F79757A90BD
Workers'Compensation insurance and do not anticipate hiring any additional employees
during the term of this MOU or(ii)a copy of a Certificate of Exemption.
ii Commercial General Liability on a comprehensive basis, including products and
completed operations, contractual liability, property damage, bodily injury and personal
& advertising injury, with limits of no less than $1,000,000 per occurrence, and
$2,000,000 general aggregate.
iii. Automobile Liability Insurance covering all owned, if none owned, then coverage for
hired and non-owned vehicles used in connection with the Services, in an amount not
less than $1,000,000 combined per accident for bodily injury and property damage.
iv. Directors and Officers Insurance coverage, with limit of no less than$1,000,000.00.
2. Additional Insured Status
The City must be included by endorsement as an additional insured with respect to all liability
policies (except Professional Liability and Workers' Compensation) arising out of the Services
performed on behalf of the Association,including materials, parts,or equipment furnished in connection
with such Services or operations and automobiles owned, leased, hired or borrowed in the form of an
endorsement to the Association's insurance.
3. Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be cancelled,except
with notice to the City c/o EXIGIS Insurance Compliance Services.
4. Waiver of Subrogation
Association hereby grants to City of Miami Beach a waiver of any right to subrogation which any
insurer of the Association may acquire against the City of Miami Beach by virtue of the payment of any
loss under such insurance. Association agrees to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Miami
Beach has received a waiver of subrogation endorsement from the insurer.
5. Acceptability of Insurers
Insurance must be placed with insurers with a current A.M. Best rating of ANTI or higher. If not
rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA).
Carriers may also be considered if they are licensed and authorized to do insurance business in the
State of Florida.
6. Verification of Coverage
The Association shall furnish the City with original certificates and amendatory endorsements,
or copies of the applicable insurance language,effecting coverage required by this MOU. All certificates
Page 7
_2773499:2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F30-8EF8-9F79757A908D
and endorsements are to be received and approved by the City before Services may commence.
However, failure to obtain the required documents prior to the Services beginning shall not waive the
Association's obligation to provide them. The City reserves the right to require complete,certified copies
of all required insurance policies, including endorsements,required by these specifications, at any time.
Certificate Holder
Certificate holder must read:
CITY OF MIAMI BEACH
clo Exigis Insurance Compliance Services
P.O. Box 947 Murrieta, CA 92564
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing
agent, EXIGIS, at:
Certificates-mlamibeach(a?riskworks.com
7. Special Risks or Circumstances
The City of Miami Beach reserves the right to modify these requirements, including limits, based
on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
B. The Security Services Contractor shall maintain the Insurance Requirements, as more
particularly described in Exhibit 2 and the Contractor retained to perform the Renovation Work shall
maintain the Insurance Requirements, as more particularly described in Exhibit 3.
C. Compliance with the foregoing requirements shall not relieve the Association of its
liability and obligation under this section or under any other section of this MOU. The maintenance of
proper insurance coverage is a material element of the MOU and failure to maintain or renew coverage
may be treated as a material breach of the MOU, which could result in withholding of payments and/or
termination of the MOU.
9. ASSIGNMENT: The Association shall not be permitted to assign this MOU, without the
written approval of the City Manager, and any purported assignment will be void, and shall be treated
as an event of default pursuant to this MOU.
10. COMPLIANCE WITH LAWS: The Association agrees to abide by and be governed by all
applicable Federal, State, County and City laws, including but not limited to Miami-Dade County's
Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by
reference as if fully set forth herein, and Chapter 2, Article VII of the City Code, as amended, which Is
incorporated herein by reference as if fully set forth herein.
Page 8
1Y171499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-87E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F30-8EF8-9F79757A90BD
11. DEFAULT/TERMINATION PROVISIONS:
A. In the event the Association shall fail to comply with any of the provisions of this MOU,
the City Manager or the City Manager's Designee shall provide the Association with thirty (30) days
prior written notice to cure the default. If the Association fails to cure the default within the cure period,
the City shall have the option to terminate this MOU and the City shall have no further obligation to the
Association under this MOU. In the event of a termination of this MOU,the City shall regain control over
the procurement and management of the Services, without the need for the consent of the Association
or any other party. These provisions shalt not waive or preclude the City from pursuing any and all
actions at law or suits in equity or other proper proceedings to obtain damages resulting from the
Association's default. Further, this MOU is not intended to modify, waive or otherwise limit, in any
respect, the City's regulatory powers.
B. TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO,THROUGH ITS CITY MANAGER,AND FOR ITS CONVENIENCE AND
WITHOUT CAUSE, TERMINATE THIS MOU AT ANY TIME DURING THE TERM BY GIVING
WRITTEN NOTICE TO THE ASSOCIATION OF SUCH TERMINATION; WHICH SHALL BECOME
EFFECTIVE WITHIN THIRTY(30) DAYS FOLLOWING RECEIPT BY THE ASSOCIATION OF SUCH
NOTICE. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY
CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE
DISCRETION,THE CITY MANAGER,PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO
THE ASSOCIATION, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS MOU FOR A
TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS MOU ON A GIVEN DATE. IF THE
MOU IS TERMINATED FOR CONVENIENCE BY THE CITY, THE ASSOCIATION SHALL BE PAID
FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION;
FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES,
DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS MOU.
12. FLORIDA PUBLIC RECORDS LAW:
A. The Association shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
B. The term"public records"shall have the meaning set forth in Section 119.011(12),which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data
processing software, or other material, regardless of the physical form. characteristics, or means of
transmission, made or received pursuant to law or ordinance or in connection with the transaction of
official business of the City.
C. Pursuant to Section 119.0701 of the Florida Statutes, if the Association meets the
definition of"Contractor" as defined in Section 119.0701(1)(a). the Association shall:
Keep and maintain public records required by the City to perform the service;
Page 9
12773499.2
-- _
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5C842B82
Docusign Envelope ID.560A8172-15AE-4F3D-8EF8-9F79757A908D
ii. Upon request from the City's custodian of public records, provide the City with a copy of
the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or
as otherwise provided by law;
iii. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed, except as authorized by law, for the
duration of the contract term and following completion of the MOU if the Association does
not transfer the records to the City;
iv. Upon completion of the MOU, transfer, at no cost to the City. all public records in
possession of the Association or keep and maintain public records required by the City
to perform the service. If the Association transfers all public records to the City upon
completion of the MOU, the Association shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If
the Association keeps and maintains public records upon completion of the MOU, the
Association shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information technology
systems of the City.
D. REQUEST FOR RECORDS; NONCOMPLIANCE
A request to inspect or copy public records relating to the City's contract for services
must be made directly to the City. If the City does not possess the requested records,
the City shall immediately notify the Association of the request,and the Association must
provide the records to the City or allow the records to be inspected or copied within a
reasonable time.
ii. The Association's failure to comply with the City's request for records shalt constitute a
breach of this MOU, and the City, at its sole discretion, may: (1) unilaterally terminate
the MOU; (2)avail itself of the remedies set forth under the MOU: and/or (3)avail itself
of any available remedies at law or in equity.
iii. If the Association fails to provide the public records to the City within a reasonable time
may be subject to penalties under s. 119.10.
E. CIVIL ACTION
If a civil action is filed against the Association to compel production of public records
relating to the City's contract for services. the court shall assess and award against the
Page 10
72773497,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F30-8EF8-9F79757A906D
Association the reasonable costs of enforcement, including reasonable attorneys' fees,
if:
a. The court determines that the Association unlawfully refused to comply
with the public records request within a reasonable time;and
b. At least 8 business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that the Association
has not complied with the request, to the City and to the Association.
ii. A notice complies with subparagraph (i)(b)if it is sent to the City's custodian of public
records and to the Association at the Association's address listed on its agreement with
the City or to the Association's registered agent. Such notices must be sent by common
carrier delivery service or by registered, Global Express Guaranteed, or certified mail,
with postage or shipping paid by the sender and with evidence of delivery,which may be
in an electronic format.
iii. If the Association complies with a public records request within 8 business days after the
notice is sent is not liable for the reasonable costs of enforcement.
F. IF THE ASSOCIATION HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
ASSOCIATION'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS MOU, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL:RAFAELGRANADOOMIAMIBEACHFL.GOV
PHONE: 305-673-7411
13. WRITTEN NOTICES:Any notices required under this MOU will be effective when delivered
to the City in writing and addressed to the City Manager's Designee. Any notices required under this
MOU will be effective when delivered to the Association in writing and addressed to the Association
Contact, as identified in Article I
14. CITY MANAGER'S DESIGNEE: All contract related questions, reports and requests for
reimbursements to be submitted to the City Manager's Designee listed below.
Page 11
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID;560AB172-15AE•4F30-8EF8-9F79757A90BD
Ron Mumaw, Director
FACILITIES AND FLEET MANAGEMENT DEPARTMENT
1833 Bay Rd, 2nd Floor, Miami Beach, FL 33139
Tel: 305-673-7000
Email: RonMumaw@miamibeachfl.gov
ARTICLE III I MISCELLANEOUS PROVISIONS
15. LIMITATION OF LIABILITY:
A. The City desires to enter into this MOU only if in so doing the City can place a limit on
the City's liability for any cause of action, for money damages due to an alleged breach by the City of
this MOU, so that its liability for any such breach never exceeds the sum of $10,000.00. Association
hereby expresses its willingness to enter into this MOU with Association's recovery from the City for any
damage action for breach of contract to be limited to a maximum amount of$10,000.00.
Accordingly, and notwithstanding any other term or condition of this MOU, Association hereby
agrees that the City shall not be liable to the Association for damages in an amount in excess of
$10,000.00 for any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this MOU.
B. Nothing contained in this section or elsewhere in this MOU is in any way intended to be
a waiver of the limitation placed upon the City's liability,as set forth in Section 768.28,Florida Statutes.
16. NO DISCRIMINATION: The Association also accepts and agrees to comply with the
following Special Conditions:
The Association hereby agrees that it will comply with City of Miami Beach Human Rights
Ordinance as codified in Chapter 62 of the City Code,as may be amended from time to time, prohibiting
discrimination in employment (including independent contractors), housing and public
accommodations, public services, and in connection with its membership or policies because of actual
or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation,
marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle,
domestic partner status, labor organization membership, familial situation, or political affiliation.
17. ASSOCIATION'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS;
The Association agrees to comply with Section 787.06, Florida Statutes, as may be amended
from time to time, and has executed the Certification of Compliance with Anti-Human Trafficking Laws,
as required by Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit 4.
18. PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT:
The Association warrants and represents that it is not currently engaged in,and will not engage
in, a boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a)
of the City Code,the Association hereby certifies that the Association is not currently engaged in, and
agrees for the duration of the MOU to not engage in, a boycott of Israel
Page 12
7277)499.2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5C842B82
Docusign Envelope ID:560AB 172-15AE-4F3D-8EF8-9F79757A90BD
19. PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF
CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION MAY BE
ACCESSED:
The Association hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended
from time to time,which states that as of January 1, 2024, a governmental entity may not accept a bid
on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity
access to an individual's personal identifying information (PII), unless the entity provides the
governmental entity with an affidavit signed by an officer or representative of the entity under penalty of
perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a)-(c) of Section
287.138, Florida Statutes: (a)the entity is owned by a government of a foreign country of concern; (b)
the government of a foreign country of concern has a controlling interest in the entity; or(c)the entity is
organized under the laws of or has its principal place of business in a foreign country of concern (each
a"Prohibited Entity"). A foreign country of concern is defined in Section 287.138(1)(c), Florida Statutes,
as may be amended from time to time, as the People's Republic of China, the Russian Federation, the
Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the
Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any
other entity of significant control of such foreign country of concern.Additionally,beginning July 1,2025,
a governmental entity may not extend or renew a contract with a Prohibited Entity. The Association
warrants and represents that it does not fall within the definition of a Prohibited Entity, and as such, has
caused an authorized representative of the Association to execute the"Prohibition Against Contracting
with Entities of Foreign Countries of Concern Affidavit", incorporated herein by reference and attached
hereto as Exhibit 5.
20. PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS
PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY ELECTED
OFFICE:
The Association warrants and represents that, within two (2) years after the Commencement Date,
the Association has not received compensation for services performed for a candidate for City elected
office, as contemplated by the prohibitions and exceptions of Section 2-311 of the City Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-311 of
the City Code shall not apply to the following:
A. Any individual or entity that provides goods to a candidate for office.
B. Any individual or entity that provides services to a candidate for office if those same
services are regularly performed by the individual or entity in the ordinary course of business for clients
or customers other than candidates for office. This includes, without limitation, banks, telephone or
internet service providers, printing companies, event venues, restaurants, caterers, transportation
providers, and office supply vendors.
C. Any individual or entity which performs licensed professional services (including for
example, legal or accounting services.
21. GOVERNING LAW AND EXCLUSIVE VENUE: This MOU shall be governed by, and
construed in accordance with, the laws of the State of Florida, both substantive and remedial,without
regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this MOU
shall be Miami-Dade County, Florida, if in State court,and the U.S. District Court, Southern District of
Florida, if in federal court. BY ENTERING INTO THIS MOU, THE CITY AND THE ASSOCIATION
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO, OR ARISING OUT OF, THIS MOU.
Page 13
7Y77 4499.2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F30-8EF8-9F79757A90BD
22. NO WAIVER: No waiver of any breach or failure to enforce any of the terms, covenants,
conditions or other provisions of this MOU by either party at any time shall in any way affect,limit, modify
or waive either parry's right thereafter to enforce or compel strict compliance with every term,covenant,
condition or other provision hereof.
23. CAPTIONS USED IN THIS MOU: Captions, as used in this MOU, are for convenience of
reference only and should not be deemed or construed as in any way limiting or extending the language
or provisions to which such captions may refer.
24. NO THIRD PARTY BENEFICIARIES: The parties agree that there are no third party
beneficiaries to this MOU and that no third party shall be entitled to assert a claim against any of the
parties based upon this MOU. Nothing herein shall be construed as consent by the City to be sued by
third parties in any manner arising out of this MOU,or other obligations,whether known or unknown to
the parties.
25. TOTAL AGREEMENT: This MOU, including its special conditions and exhibits, represents
the whole and total agreement of the parties. No representations, except those contained within this
MOU and its attachments,are to be considered in construing its terms. No modifications or amendments
may be made to this MOU unless made in writing signed by both parties.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Page 14
72773499;2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID'560A8172.15AE-4F3D-8EF8.9F79757A90B0
IN WITNESS WHEREOF, the parties hereto have executed this MOU.
FOR CITY_ CITY OF MIAMI BEACH, FLORIDA
ATTEST:
DocuSigned
by:
By: aAt/L4445CMGABSBAOBFBSE4CF
Rafael E. Granado, City Clerk Eric T.Carpenter. ity Manager
6/18/2025 I 5:22 PM EDT
Date
FOR THE ASSOCIATION: ALLISON ISLAND ASSOCIATION, INC.
ATTEST:
r—Sena by I
By: e4 Frtu,ktik,
Authorized Signature
Robert Franklin,Secretary Corey Satter. President
Print Name and Title Print Name and Title
Date
APPROVED AS TO
FORM& LANGUAGE
Page 15 &FOR EXECUTION
;•./.:1414.1
74) City Attorney 11 Dote
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB 172-15AE-4F3D-8EF8-9F79757A90BD
EXHIBIT 1
DESCRIPTION OF SERVICES ("SERVICES")
A. Security Services. The Association shall be responsible for managing and operating the
Security Services for the Special Taxing District including, without limitation, contracting with a Security
Services Contractor of its choosing, and managing the security guard services on behalf of the Special
Taxing District pursuant to the terms of this MOU. The Association shall be required to hire a licensed,
bonded and insured State of Florida approved Security Services Contractor to provide armed or
unarmed security guard services for the Special Taxing District (the "Security Services"). The contract
with the Security Services Contractor("Association-Security Contract")will include the provision of any
required equipment and/or vehicle necessary to provide the Security Services shall, at minimum,
include providing a security guard at the Guard House 24 hours per day, 365 days per year. The
contract term for the Association-Security Contract shall run concurrent with this MOU, subject to
termination upon Termination of this MOU, with annual terms, subject to budgetary approval for the
Special Taxing District for each Fiscal Year, and in particular for the total contract amount for the new
term of the Association-Security Contract. The Association shall be responsible for any damage to the
Guard House, the personal property contained therein or the City's land, which is caused by the
Association or the Security Services Contractor, or their respective officers, employees, contractors, or
agents.
The Association is encouraged to pay the living wage in connection with the Services in accordance
with Section 2-8-9 of the Code of Miami-Dade County.
B. Reimbursement for Security Services. Approximately thirty (30) days prior to October 1st of
each Fiscal Year, the Association shall send the City a bill for the amount equal to 1/12th of the total
annual budgeted amount for the Security Services for a given fiscal year(the"Initial Draw"),which Initial
Draw will be paid upfront to the Association. Thereafter, the Association shall pay for the Security
Services and then submit to the City Manager's designee monthly reimbursement requests
("Reimbursement Request(s)"). The Reimbursement Requests shall include the supportive
documentation including, without limitation, invoices, cancelled checks, time records for the security
personnel, credit card receipts, and any other additional records which the City may request to confirm
the Services or payment thereof for the period of the Reimbursement Request (collectively, the
"Supporting Documentation"). Within fifteen (15) days following the end of each Fiscal Year, the
Association shall provide the City with a true-up statement,including the Supporting Documentation for
the paid expenses associated with the Security Services for the previous Fiscal Year. Any unused
portion of the Initial Draw shall be paid in full to the City within thirty (30) days from the end of each
Fiscal Year, the expiration of the term or earlier termination of the MOU. In the event that the City
collects less funds than budgeted or assessed for a given Fiscal Year, the City will front the shortage
and include such shortage in the next ensuing Fiscal Year's budget,to be reimbursed to the City.
Under no circumstances will the City have any responsibilities under the agreement between
the Association and the Security Services Contractor, including, without limitation, any
obligation to pay the Security Services Contractor directly.
C. Insurance Requirements for Security Sery_ices Contractor.The Association shall ensure that the
Security Services Contractor shall maintain the Insurance Requirements attached hereto as Exhibit 2
and shall include the Association and the City as additional named insureds in connection with the
Comprehensive General Liability, Automobile Liability, and Umbrella Liability insurance policies. The
Association shall notify the City Manager's designee of any changes in the status of the insurance
coverages and provide the City Manager's designee with a copy of the insurance certificates upon each
Page 16
72773499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8.9F79757A908D
renewal. If the agreement with the Security Services Contractor provides for a performance bond in
favor of the Association, the Association will also ensure that the City is included as a dual oblige.
The Association's insurance costs are incidental to the procurement and management of the Services
and will be included as an upfront disbursement to the Association ("Insurance Disbursement"). Upon
payment of the insurance bill, the Association will provide the City with all related Supporting
Documentation, including, without limitation, a copy of the insurance policy the cancelled check for
payment of premiums. The Supporting Documentation shall be submitted to the City no later than
fifteen (15)days from the date the Association receives the Insurance Disbursement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Page 17
72773d99,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A90BD
EXHIBIT 2
INSURANCE REQUIREMENTS FOR A SECURITY SERVICES CONTRACTOR
The Security Services Contractor shall maintain the below required insurance in effect as of the date of
execution of the agreement between the Association and the Security Services Contractor("Security
Services Agreement")and for the duration of the Security Services Agreement:
A. Verification of Coverage. The Security Services Contractor shall provide the required insurance
certificates, endorsements or applicable policy language effecting coverage required by this Exhibit 2,
as follows. All certificates of insurance and endorsements are to be received prior to any Services
commencing. However, failure to obtain the required coverage prior to the work beginning shall not
waive the Security Services Contractor's obligation to provide them. The City of Miami Beach reserves
the right to require complete, certified copies of all required insurance policies, including endorsements
required by these specifications, at any time.
1. Worker's Compensation Insurance as required by Florida Statute,Chapter 440,and Employer's
Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
Should the Security Services Contractor be exempt from this Statute, the Association shall include
an indemnification clause in the agreement with the Security Services Contractor, under which
provision the Security Services Contractor agrees to hold the City and the Association harmless
from any injury incurred during performance of the agreement. The exempt Security Services
Contractor shall also submit(i)a written statement detailing the number of employees and that they
are not required to carry Workers' Compensation insurance and do not anticipate hiring any
additional employees during the term of the agreement or(ii)a copy of a Certificate of Exemption.
2. Commercial General Liability on a comprehensive basis, including products and completed
operations, contractual liability, property damage, bodily injury and personal & advertising injury,
with limits of no less than $1,000,000 per occurrence, and $2,000,000 general aggregate.
3. Automobile Liability Insurance covering all owned, if none owned, then coverage for hired and
non-owned vehicles used in connection with the Services, in an amount not less than $1,000,000
combined per accident for bodily injury and property damage.
4. Umbrella Liability Insurance coverage, with limit of no less than$5,000,000.
B. Additional Insured Status. The City and the Association must be included by endorsement as
an additional insured with respect to all liability policies (except Professional Liability and Workers'
Compensation) arising out of the Services performed by the Security Services Contractor, including
materials, parts, or equipment furnished in connection with such Services or operations and
automobiles owned, leased, hired or borrowed in the form of an endorsement to the Security Services
Contractor's insurance.
Page 18
72'73499,2
Docusign Envelope ID E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID'560A6172-15AE-4F3D-8EF8-9F79757A90BD
C. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall
not be cancelled, except with notice to the City c/o EXIGIS Insurance Compliance Services.
D. Waiver of Subrogation. Security Services Contractor shall grant to the City and the Association
a waiver of any right to subrogation which any insurer of the Security Services Contractor may acquire
against the City and/or the Association by virtue of the payment of any loss under such insurance. The
Association shall ensure that the Security Services Contractor obtains any endorsement that may be
necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
E. Acceptability of Insurers. Insurance must be placed with insurers with a current A.M.Best rating
of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds
(i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do
insurance business in the State of Florida.
F. Verification of Coverage. The Association shall furnish the City with original certificates and
amendatory endorsements, or copies of the applicable insurance language,effecting coverage required
by this Exhibit 2. All certificates and endorsements are to be received and approved by the City before
Services may commence. However, failure to obtain the required documents prior to the Services
beginning shall not waive the Association's obligation to provide them. The City reserves the right to
require complete, certified copies of all required insurance policies, including endorsements, required
by these specifications, at any time.
Certificate Holder
Certificate holder must read:
CITY OF MIAMI BEACH
c/o Exigis Insurance Compliance Services
P.O. Box 947 Murrieta, CA 92564
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent,
EXIGIS, at
Certificates-miamibeachAriskworks.com
G. Special Risks or Circumstances. The City of Miami Beach reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or
other special circumstances.
H. Compliance with the foregoing requirements shall not relieve the Association of its liability and
obligation under this Exhibit 2 or any other section of this MOU. The maintenance of proper insurance
coverage for the Security Services Contractor is a material element of the MOU and failure to maintain
or renew coverage may be treated as a material breach of the MOU, which could result in withholding
of payments and/or termination of the MOU.
Page 19
72773499;2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A9OBD
EXHIBIT 3
WORK AGREEMENT
I. CONSTRUCTION OF RENOVATION WORK:
1. Delay in Substantial Completion. The Association shall not commence construction of
the Renovation Work until the date specified by the City ("Start Date") to the Association in written
notice, which Start Date shall not be provided until the occurrence of the following: (1)approval by the
City of the Association's Construction Contract; (2) approval of the contract with the Association's
Architect; and (3) all approvals of all construction insurance requirements set forth in this Work
Agreement ("Estimated Commencement Date"). The Association shall use its best efforts to
Substantially Complete the Renovation Work in accordance with the Construction Drawings (as
hereinafter defined), not later than the Estimated Completion Date. The Estimated Completion Date
shall be six (6) months after the approval by the City of the Construction Contract. Substantial
Completion shall mean the date that a final Certificate of Occupancy or Certificate of Completion has
been issued for the Renovation work and the Association can occupy the Guard House.
2. The city's Disclaimer. Notwithstanding the issuance of any approvals or consents by
the City,the City has no obligation or responsibility whatsoever for the adequacy,form or content of the
Construction Drawings for the Renovation Work, any contract, any change order, or any other matter
incident to the Renovation Work. Any inspection of the Guard House or the Renovation Work shall be
for City's protection only and shall not constitute any assumption of responsibility to the Association or
anyone else with regard to the Renovation work or relieve the Association of any of the Association's
obligations. The City has no duty to supervise or to inspect the Guard House or the construction of the
Renovation Work nor any duty of care to the Association or any other person to protect against, or
inform the Association or any other person of, the existence of negligent,faulty, inadequate or defective
design or construction of the Renovation Work. The City shall not be liable or responsible for any defect
in the Guard House or the Renovation Work, the performance or default of the Association, the
Association's Architect or Engineer, Contractor, or any other party, or for any failure to construct,
complete, protect or insure the Renovation Work, or for the payment of costs of labor, materials or
services supplied for the construction of the Renovation Work, or for the performance of any obligation
of the Association whatsoever. Nothing, including acceptance of any document or instrument, shall be
construed as a representation or warranty, express or implied,to any party by the City. Inspection shall
not constitute an acknowledgment or representation by the City that there has been or will be
compliance with the Construction Drawings or applicable laws and governmental requirements or that
the construction is free from defective materials or workmanship. Inspection whether or not followed
by notice of default shall not constitute a waiver of any default then existing, or a waiver of the City's
right thereafter to insist that the Renovation Work be constructed in accordance with the Construction
Drawings, applicable laws, and governmental requirements. The City's failure to inspect shall not
constitute a waiver of any of the City's rights under the MOU or at law or in equity. The Association
agrees that it shall be solely responsible for supervising the construction of the Renovation Work, and
the City shall have no obligation to provide any such administrative or management services.
ll. THE ASSOCIATION'S CONSTRUCTION DRAWINGS; BUDGET; DISBURSEMENT OF THE
CONSTRUCTION FUND:
1. Contents of The Association's Construction Drawings. The Renovation Work shall be
completed in accordance with the Plans and Construction Drawings for the Renovation as approved by
the City Manager or designee.
2. The Association's Architect The Association's Engineers. The Association shall employ
a licensed architect approved by the City("The Association's Architect")in preparation of the Plans and
Page 20
12713499.2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A90BD
Construction Drawings for the Renovation, which shall be prepared and sealed in such a manner as
may be required for the issuance of a building permit. All engineering drawings (the "Engineering
Drawings"),shalt be prepared by engineer(s)approved by the City("The Association's Engineers").The
City shall also approve the contracts with the Association's Architect and the Association's Engineers.
3. Modification of the Construction Drawings. Once approved, no changes in, or revisions
or additions to, the Plans and Construction Drawings for the Renovation may be made without the prior
written approval of The City Manager or designee. The Association shall provide the City with
computerized architectural drawings ("CAD") of the Plans and Construction Drawings for the
Renovation on disk. Upon completion of the Renovation Work, the Association shall provide the City
with "as-built" plans both in blueprint form and in CAD form.
4. Construction Budget. The Association shall cause Contractor to prepare a detailed
budget setting forth the total cost and expenses for construction of the Renovation Work in accordance
with the Construction Drawings, which budget shall reflect actual Hard Costs and soft costs of
construction of not more than $330.000.00 ("Construction Fund") and shall be subject to the approval
of the City (the "Budget"). In the event that, at any time during construction of the Renovations, the
amount remaining in the Construction Fund is not, in the opinion of the City, sufficient to complete the
Renovations, The City, at the sole discretion of the City Manager, shall have the right to modify the
scope of the Renovation Work to complete what the City determines to be the essential components of
the remainder or unfinished portion of the Renovation Work. The Association shall have no right to
receive any unused portion of the Construction Fund, if any, as such funds shall remain in the account
maintained by the City for the Special Taxing District.
5. Disbursement of the Construction Fund. The Association agrees that in connection with
any request for disbursement of the Construction Fund, The Association shall comply with each of the
requirements set forth in Article V hereof. The Association further agrees to provide the City with proof
of compliance prior to disbursement of any portion of the Construction Fund.
III. CONTRACTOR; CONSTRUCTION CONTRACT; BUILDING PERMITS:
1. Contractor. The Contractor employed by the Association shall be subject to the City's
approval, which shall not unreasonably be withheld ("Contractor") and shall enter into a construction
contract with the Association ("Construction Contract"). The Contractor shall be responsible for
obtaining all necessary permits and approvals, which expense shall be paid from the Construction Fund.
All construction performed by the Contractor shall be done in accordance with, and subject to, each of
the terms, covenants and conditions set forth herein. In addition thereto, the Association shall advise
the Contractor, and all subcontractors, materialmen and suppliers that no interest of the City in the
Guard House shall be subject to liens to secure payment of any amount due for work performed or
materials installed in the Guard House.
2. Building Permits. Prior to commencing any work, the Association shall obtain, and shall
furnish copies to the City, all building and other permits required to perform the Renovation Work. The
cost for such building and other permits shall be paid from the Construction Fund, and at the option of
the City, may be paid by the City directly from the Construction Fund.
3. Performance Bond. (Intentionally Omitted)
IV THE ASSOCIATION'S COVENANTS WITH RESPECT TO CONSTRUCTION OF THE
RENOVATION WORK:
The Association hereby covenants and agrees with the City as follows:
Page 21
'2773499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A90BD
1. Construction. (i) Prior to the commencement of construction of the Renovation Work, to
record a Notice of Commencement in the Public Records of Miami-Dade County, Florida, and to post a
certified copy thereof in the Guard House, in accordance with the requirements of Florida Statutes,
Chapter 713, and to designate the City as one of the parties to receive a copy of all notices to owner,
(ii) to cause the Renovation Work to be constructed in accordance with the Construction Drawings and
all applicable Laws (as defined in Article IV, Section 12 hereof), (iii) to do no act that would relieve
Contractor from its obligations to construct the Renovation Work according to the Construction
Drawings, and (iv) to make no amendments, other than modifications or change orders as may be
permitted hereunder, to the Construction Drawings without the prior written consent of the City.
2. Agreement of Contractor to Complete Construction; Agreement of the Association's
Architect. To promptly furnish the City with the written agreement of Contractor, acceptable to the City,
that, in the event of a default by the Association hereunder or the construction contract between the
Association and its Contractor (the "Construction Contract"), Contractor will, at the written request of
the City, continue performance pursuant to the Construction Contract, until completion of construction
of the Renovation Work, provided Contractor is reimbursed for all work done subsequent to the City's
request for Contractor to complete construction. The Association shall also furnish the City with the
written agreement of the Association's Architect and the Association's Engineer,that,following a default
by the Association hereunder, (i) the City shall be entitled to the use and benefit of the Construction
Drawings and (ii) The Association's Architect and Engineer will continue performance under its
agreement with the Association, for the benefit of the City, upon request therefor by the City, provided
that the City pays the Association's Architect and the Association's Engineer for all services rendered
by the Association's Architect and the Association's Engineer after the City's request. The City, at its
sole option, shall be entitled to use the Construction Fund to pay amounts owed to Contractor, the
Association's Architect and/or the Association's Engineer pursuant to this paragraph.
3. Insurance. To obtain and deliver to the City prior to the commencement of construction
of the Renovation Work, all insurance or evidence of the following insurance coverages, all of which
shall be paid for out of the Construction Fund:
(a) Commercial General Liability Insurance. Commercial General Liability on an
occurrence basis, including products and completed operations, property damage, bodily injury and
personal & Advertising injury, with limits of no less than $1,000,000 per occurrence, and $2,000,000
general aggregate.
(b) Builder's Risk Insurance. Builder's risk insurance, utilizing an"All Risk"coverage
form. with limits equal to the completed value of the project and no coinsurance penalty. (City of Miami
Beach shall be named as a Loss Payee on this policy, as its interest may appear. This policy shall
remain in force until acceptance of the project by the City.)
(c) Statuto�Employer Liability and Workman's Compensation Insurance. Worker's
Compensation insurance for all employees of the Contractor as required by Florida Statute Chapter 440
and Employer Liability Insurance with a limit of no less than$1,000,000 per accident for bodily injury or
disease. Should the Contractor be exempt from this Statute, the Contractor and each employee shall
hold the City harmless from any injury incurred during the performance of the Construction Contract.
The exempt Contractor shall also submit(i)a written statement detailing the number of employees and
that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any
additional employees during the term of this Construction Contract or (ii) a copy of a Certificate of
Exemption.
(d) Automobile Insurance. Automobile Liability Insurance covering any automobile,
if Contractor has no owned automobiles, then coverage for hired and non-owned automobiles,with limit
no less than One Million and No/100 Dollars ($1,000,000.00) combined per accident for Bodily Injury
Liability and Property Damage Liability.
Page 22
72773499.2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID 560AB172-15AE-4F3D-8EF8.9F79757A90BD
(e) Professional Liability Insurance. Professional Liability (Errors & Omissions)
insurance appropriate to the consultants' profession, with limit no less than $1,000,000 per occurrence
and$2,000,000 general aggregate.
(f) Umbrella Liability Insurance. Umbrella Liability insurance in an amount no less
than $2,000,000 per occurrence. The umbrella coverage must be as broad as the primary General
Liability coverage.
Additional Insured - City of Miami Beach must be included by endorsement as an additional insured
with respect to all liability policies(except Professional Liability and Workers'Compensation)arising out
of work or operations performed on behalf of the Contractor including materials, parts, or equipment
furnished in connection with such work or operations and automobiles owned,leased, hired or borrowed
in the form of an endorsement to the Contractor's insurance.
Notice of Cancellation Each insurance policy required above shall provide that coverage shall not
be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services.
Waiver of Subrogation -Contractor agrees to obtain any endorsement that may be necessary to affect
the waiver of subrogation on the coverages required. However, this provision applies regardless of
whether the City has received a waiver of subrogation endorsement from the insurer.
Acceptability of Insurers- Insurance must be placed with insurers with a current A.M. Best rating of
A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e.
FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance
business in the State of Florida.
Verification of Coverage - Contractor shall furnish the City with original certificates and amendatory
endorsements, or copies of the applicable insurance language, effecting coverage required by the
Construction Contract. All certificates and endorsements are to be received and approved by the City
before work commences. However,failure to obtain the required documents prior to the work beginning
shall not waive the Contractor's obligation to provide them. the City reserves the right to require
complete, certified copies of all required insurance policies, including endorsements, required by these
specifications, at any time.
CERTIFICATE HOLDER MUST READ:
City of Miami Beach
c/o Exigis Insurance Compliance Services
P.O. Box 947 Murrieta, CA 92564
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent,
EXIGIS, at:
Certificates-miarnibeacta(aanskworks.corn
Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or
other special circumstances.
Compliance with the foregoing requirements shall not relieve the Contractor of his liability and obligation
under this section or under any other section of the Construction Contract.
Insurance Cooperation - Contractor agrees to cooperate with the City in obtaining for the City the
benefits of any insurance policy or other proceeds lawfully or equitably payable to it in connection with
Page 23
-27+199.2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A90BD
the transactions contemplated by the Construction Contract and the collection of any indebtedness or
obligation of the Contractor to the Association or the City under the Construction Contract.
4. Commencement and Completion of Construction. The Association shall diligently
pursue construction to completion, in accordance with (i)the Construction Drawings, (ii)all applicable
Laws,and(iii)such reasonable rules and regulations as the City may impose from time to time to ensure
the orderly construction of the Association's Work and to minimize disruption. The Association shall
supply such sums of money and perform such duties as may be reasonably necessary to complete the
construction of the Renovation Work on or before the Estimated Commencement Date pursuant to the
Construction Drawings and in full compliance with all of the terms, covenants and conditions of this
MOU (the"Completion Date"). The Association shall satisfy all liens, claims,or assessments (actual or
contingent) asserted against the Guard House, for any material, labor, or other items furnished in
connection with the construction of the Renovation Work, and shall comply with the Florida Mechanics'
Lien Law, Chapter 713, Florida Statutes. In connection with the construction of the Renovation Work,
the Association shall comply or cause the Association's Contractor to comply with all construction, use,
building, zoning, and other similar requirements of any governmental authority having or asserting
jurisdiction over the Guard House. Upon request by the City, the Association will provide evidence of
satisfactory compliance with all of the foregoing to the City. In the event any lien shall be filed (whether
properly or improperly) against the Guard House, it shall be removed, satisfied or transferred to bond
by the Association within ten(10)days. The Association's failure to do so within the ten (10)day period
shall be a default under the MOU, and the City shall have no further obligation to make any
disbursement to the Association hereunder from the Construction Fund,and(ii)the City shall be entitled
to avail itself of all rights and remedies provided for under the MOU.
5. Right of the City to Inspect Guard House. To permit the City, and the City's
employees and the City's consultants, if any, and their representatives and agents, to enter upon the
Guard House and to inspect the Renovation Work and all materials to be used in the construction
thereof; and to cooperate and cause Contractor to cooperate with the City and its employees,
representatives and agents during those inspections; provided, however,that this provision shall not be
deemed to impose upon the City any obligation to undertake such inspections.
6. Correction of Defects. To promptly correct any material defect in the Renovation
Work, or any departure from the Construction Drawings not approved by the City or permitted
hereunder. The advance of any portion of the Construction Fund shall not constitute a waiver of the
City's right to require compliance with this covenant.
7. Approval of Change Orders. To permit no deviations in excess of $1,000.00 per
change or $5,000.00 in the aggregate, from the Construction Drawings, without the prior written
approval of the City. No change(s)shall be permitted unless and until such change(s)shall have been
approved in writing by the City in accordance with Article II, Section 3 hereof.
8. Notification of Claims by Subcontractors and Materialmen. To advise the City
monthly and in writing, if the Association receives any Notice to Owner,written or oral,from any laborer,
subcontractor, or materialman in connection with any labor or materials furnished in the construction of
the Renovation Work.
9. Further Acts. To do and execute all and such further lawful and reasonable acts,
documents, and assurances for the better and more effective carrying out of the intent and purpose of
this Work Letter, as the City shall reasonably require from time to time.
10. Architects Opinion. To furnish to the City upon request, the written opinion of the
Association's Architect, in form and content reasonably satisfactory to the City, certifying, that, based
on inter alia, (i) Architect's preparation of the Construction Drawings; (ii) Architect's supervision and
inspection of construction of the Renovation Work; (iii) all applicable Laws; and (iv) Architect's
Page 24
72773499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB 172-15AE-4F3D-8EF8-9F79757A90BD
professional knowledge and judgment: that (a) the Renovation Work has been constructed in
accordance with the Construction Drawings, and in compliance with all Laws, (b) the proposed
Renovation Work can be constructed in accordance with the Construction Drawings for a cost that does
not exceed the price set forth in the Construction Contract, and (c) the amount remaining in the
Construction Fund is sufficient to pay for all unpaid costs of construction.
11. Certificate of Occupancy. To obtain and furnish to the City a copy of a final certificate
of occupancy, or such other certificate or approval required by any governmental agency to ensure that
the Renovation Work has been finally completed and that the Association can occupy the Guard House.
12. Florida Building Laws. The Association and Contractor shall comply with all
applicable provision of the Florida Building Codes Act, as amended from time to time, the Miami-Dade
County Building and Zoning Code, as amended from time to time, and all other applicable laws, rules,
ordinances and building or zoning codes(collectively, the"Laws").
13. Smoke,Alcohol,Drugs and Arms Free Site. The Association acknowledges that the
Guard House shall be designated as a smoke, alcohol, drug and arms free site (the "Project
Designation"). The Association covenants to observe said Project Designation and to cause Contractor
and all other contractors, subcontractors and materialmen employed in the construction of the
Renovation Work to comply with said restrictions. Violation of the Project Designation by The
Association, Contractor or any contractor, subcontractor or materialman employed in the construction
of the Renovation Work shall constitute a breach of the MOU. In addition to all other rights and remedies
of the City hereunder, in the event of a violation of the Project Designation by any contractor,
subcontractor or materialman, the City shall have the right to cause the Association to terminate the
contractor, subcontractor or materialman causing such violation. In order to facilitate the enforcement
of this provision, the Association agrees to include language in its contract with Contractor, and any
other third party, provisions (i) requiring the Contractor and third party and any of their contractors,
subcontractors and materialmen to observe said Project Designation and (ii)permitting the Association
to terminate any contractor,subcontractor or materialman who fails to observe said Project Designation.
The Association agrees to immediately advise the City of any violation of the Project Designation.
14. Parking;_ Location of Construction Dumpsters and Storage_Trailers: Temporary
Bathroom Facilities. The City shall have the right to specify the location for the placement of
construction dumpsters and storage trailers used by the Association and/or its Contractor in the
construction of the Renovation Work. If necessary, the Association shall make arrangements to provide
temporary bathroom facilities and off-site parking for the contractors, subcontractors and materialmen
engaged in the construction of the Renovation Work.
15. Maintenance of Premises during Construction. The Association agrees to undertake
the removal of construction related trash on or about the Guard House on a daily basis. In the event
that the Association fails to comply with the foregoing,the City shall have the right,but not the obligation,
to undertake such trash removal and any expenses incurred by the City in connection therewith shall
be payable by the Association within five (5)days after receipt of an invoice from the City.
V. DISBURSEMENT OF THE CONSTRUCTION FUND:
Subject to compliance with and fulfillment of each and every of the terms, covenants and
conditions set forth herein, the City will make disbursements out of the Construction Fund,up to the full
amount of the Construction Fund, in accordance with this MOU and the following procedures:
1. Request for Payment. At such time as the Association shall desire to obtain a
disbursement of any portion of the Construction Fund, the Association shall complete, execute and
deliver to the City a request for an advance on a form of draw request approved by the City. Such draw
request shall include, but not be limited to,the following information:
Page 25
17 7 i499,2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8.9F79757A90BD
(a) a reasonably detailed breakdown of the total amount then being requested,
identifying each contractor,subcontractor, supplier or materialman to be paid, the amount to be paid to
each such contractor, subcontractor, supplier or materialman, and the work done by each such person
or entity for which payment is being requested;
(b) a copy of all bills, invoices or statements for which payment is being
requested must be attached to the draw request;
(c) waivers or releases or liens for all work performed to the date of the draw
request, from each contractor, subcontractor, materialman or supplier performing work or supplying
materials to the Premises, must be attached to the draw request;
(d) a statement by the Association that the Association or the Association's
Architect has inspected all work for which payment is being requested, that, based upon the
Association's Architect's inspection of the Renovation Work,such Work complies in all material respects
with the Construction Drawings and applicable Laws (subject to minor "punch list" items set forth on
such certificate), and that the Association authorizes and approves the payment to each contractor,
subcontractor, supplier or materialman shown on the draw request, in the amount set forth in such draw
request;
(e) a certification by the Association that
(I) all outstanding claims for labor, materials and fixtures in connection with
the Renovation Work have been paid in full as of the date of the draw
request, or will be paid in full from the proceeds of the draw then being
requested;
(ii) there are no mechanics, materialmen or other liens filed in the public
records against the Guard House, arising from or out of the construction
of the Renovation Work;
(iii) The Association has complied with all of the Association's obligations,
and is not in default, as of the date thereof, under this MOU or the
Construction Contract;
(iv) all insurance policies required under this MOU are in full force and effect;
(v) all funds previously disbursed by the City from the Construction Fund
have been applied in accordance with the prior draw request;
(vi) the undisbursed portion of the Construction Fund is sufficient to complete
construction of the Renovation Work in accordance with the Budget, the
Construction Contract, the Construction Drawings, and applicable Laws;
and
(vii) there have been no changes in the Construction Drawings other than
those made pursuant to change orders permitted hereunder or those
changes that are less than the required amount to receive approval.
(f) such other and further information as the City may reasonably request.
2. Architect's Certification. Each draw request for the Renovation Work costs shall be
accompanied by the written certification of the Association's Architect, certifying that, based on (i)
Architect's preparation of the Construction Drawings, (ii) Architect's supervision and inspection of
Page 26
72T?3499
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5C642B82
Docusign Envelope ID:560A6172-15AE-4F3D-8EF8-9F79757A908D
construction of the Renovation Work, (iii) all applicable Laws, and (iv) Architect's professional
knowledge and judgment:
(a) ail the Renovation Work constructed as of the date of the draw request have
been constructed in accordance with the Construction Drawings and in accordance with all applicable
Laws(subject only to minor"punch list" items set forth in such certificate);
(b) (i)neither the Association nor the Association's Contractor is in default under
the Construction Contract (but such statement shall not be deemed a waiver of any claim the
Association may have or assert against Contractor), and (ii) each contractor, subcontractor,
materialman or supplier performing work on or supplying materials to the Guard House in connection
with the Renovation Work has been paid in full for all work done or materials supplied, up to the date of
the Association's Architect's certification, except for amounts to be paid from the draw then being
requested;
(c) all work for which the Association is seeking disbursement from the
Construction Fund, as reflected in the draw request, has been incorporated into the Guard House; and
(d) the funds remaining in the Construction Fund are sufficient to pay for all
construction costs required to complete the Renovation Work.
3. Conditions Precedent to Each Disbursement. At no time and in no event shall the
City be obligated or permitted to disburse funds from the Construction Fund:
(a) if any default or Event of Default under the MOU or Construction Contract
shall have occurred and remain uncured;or
(b) if the Guard House shall have been damaged by fire or other casualty and
the City shall not have received insurance proceeds, sufficient in the reasonable judgment of the City,
to effect the restoration of the Renovation Work in accordance with the Construction Drawings(and the
Association has failed to make arrangements satisfactory to the City for the payment of such insurance
insufficiency); or
(c) if there shall be any mechanics' liens or other liens in connection with
construction of the Renovation Work, filed in the public records against the Guard House which have
not been released or transferred to bond;or
(d) if the warranties and representations of the Association set forth in this MOU
or in the Construction Contract, are false or untrue in any material respect as of the date of such
advance; or
(e) if the Association shall have failed to comply with and perform all of its
obligations under this Work Agreement or shall have failed to deliver to the City all documentation
required hereunder; or
(t) if a Notice of Commencement has not been filed and posted as required by
Article IV, Section 1 hereof; or
(g) if the funds remaining in the Construction Fund are insufficient to pay all
construction costs to complete the Renovation Work in accordance with the Construction Drawings and
att Laws.
4. Retainage. All disbursements from the Construction Fund shall be subject to the
following retainages:
Page 27
^271S499
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A90BD
(a) Five percent(5%)of that portion of each draw,or such lesser percent as may
be approved by The City, which is applicable to payments to be made under the Construction Contract,
unless such retainage has already been deducted from the draw request. Retainage relating to
amounts due under subcontracts shall be released by the City for each subcontractor when the
subcontractor has completed its contract to the satisfaction of the Contractor and the City.
(b) The final construction disbursement, equal to no less than 5%of the highest
balance of the Construction Fund, shall be withheld by the City, and shall be disbursed along with all
other retainages under this section, only upon compliance with the following requirements (in addition
to the requirements for all other disbursements):
(i) Receipt by the City of satisfactory evidence of final completion of the
Renovation Work, substantially in accordance with the Construction
Drawings, and the approval of such completion by local governmental
authorities, including, but not limited to, a final certificate of occupancy
issued by the appropriate governmental authority.
(ii) Receipt by the City of satisfactory "as-built" plans, in both blueprint and
CAD form, registered with the City of Miami Beach Building Department
reflecting the completed the Renovation Work.
(iii) Receipt by the City of the Contractor's Affidavit for Final Payment which
shall include waivers of lien from Contractor and all subcontractors,
materialmen and suppliers employed by Contractor or the Association.
Said documents shall be in form and substance reasonably satisfactory
to the City.
(iv) The written certification from the Association's Architect that the
Renovation Work has been Substantially Completed in accordance with
the Construction Drawings and all applicable Laws, specifying in detail
any outstanding, minor"punch list"items to be completed.
(v) Certificate of Occupancy
(vi) Certificate of Completion
(vii) Delivery and completion of all materials, documents, files, and requisites
in accordance with any and all terms and conditions contained herein this
Work Agreement.
4. Notice,Frequency and Place of Disbursements. AU draw requests for work performed
or materials supplied to the Guard House(for which payment has not theretofore been made),together
with the Association's Architect's Certificate and all other information and documentation required under
this Work Agreement, shall be submitted to the City by the Association not later than the twenty fifth
(25th)day of the month. Provided that(a)the Association has complied with all of the terms, covenants
and conditions set forth in this Work Agreement,and(b)the Architects Certificate and the Association's
draw request are true and correct in all material respects, and (c)the City has not objected in writing to
the proposed disbursement, the City shall disburse the funds requested in the draw request (or such
portion thereof as permitted by this Work Agreement)not more than ten (10)Business Days after receipt
of the draw request and supporting documentation from the Association. Unless otherwise approved
by The City,the City shall not be required to disburse funds from the Construction Fund more than one
(1) time each calendar month; provided, however, that The City shall not unreasonably withhold its
approval of a request by the Association to disburse funds from the Construction Fund at times other
than as set forth hereinabove in this Section 4, in the event of a bona fide emergency(such as, by way
Page 28
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560A8172-15AE-4F30-8EF8-9F79757A90BD
of illustration,but not limitation, to avert a possible work stoppage by the Contractor or a subcontractor),
provided that(i)such disbursement request otherwise complies with all of the requirements of this Work
Agreement, and(it)no more than four(4)such emergency requests need be considered by the City.
5. Disbursements. The City shall have the right, but not the obligation, to make all
disbursements from the Construction Fund (i)directly to the Association, or(ii)jointly to the Association
and Contractor.
VI. DEFAULT:
1. Defaults. In addition to the Events of Default set forth in Article II,Section 11 of the MOU,
the following shall also be deemed to be Events of Default under the MOU:
(a) If there is any default or Event of Default under the Construction Contract that
arises by reason of the failure of the Association to pay any sum of money due under the Construction
Contract, and the Association has received payment from the Construction Fund, and such default is
not cured within five(5)days following receipt by the Association of written notice alleging such default;
or
(b) If the Association shall fail to make, not later than thirty(30)days prior to the date
when due,the payment of premiums on any policy of insurance required hereunder,and the Association
has received payment from the Construction Fund, and such failure is not cured within five(5)days of
receipt by the Association of written notice alleging such failure;or
(c) Any other defaults hereunder, or under the Construction Contract or the MOU,
involving the failure of the Association to pay monetary sums hereunder or thereunder,and such failure
continues for five (5) days after receipt by the Association of written demand therefor by the City;
provided, however, that a good faith, bona fide dispute between the Association and the Contractor or
other payee for amounts allegedly due under the Construction Contract or other contract shall not, by
itself, be considered an Event of Default hereunder, so long as the Association is diligent and in good
faith attempting to resolve such dispute.
(d) If any lien for labor, material, taxes or otherwise shall be filed against the Guard
House, on account of the Renovation work, and such lien is not removed, satisfied or transferred to
bond as required under Article IV, Section 4 of this Work Agreement.
(e) If construction of the Renovation Work shall be abandoned and not be resumed
at such time as may be reasonably necessary to complete construction by the Estimated Completion
Date, unless such cessation is due to acts of God, strike or unavailability of materials;
(f) Any other default under this Work Letter that is not cured within thirty (30)days
after the Association's receipt of notice of default from the City; provided, however, in the event such
default cannot reasonably be cured within the thirty (30)day period, said period shall be extended for
such additional period as may be reasonably required in order to cure such default (not to exceed an
additional 30 days), so long as the Association acts with reasonable diligence during and after the thirty
(30)day period in attempting to cure the default; or
VII. REMEDIES OF THE CITY:
Upon the occurrence of any one or more of the Events of Default set out in Article VI hereof, the
City shall at its option be entitled, in addition to and not in lieu of the remedies provided for in the MOU,
exercise any of the following remedies:
Page 29
1273)4`N).2
Docusign Envelope ID:E3ECBEOF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560AB172-15AE-4F3D-8EF8-9F79757A90BD
1. Right of the City to Assume Possession and Complete Construction. The Association
agrees, upon the request of the City, to vacate the Guard House and permit the City:
(a) to enter into possession;
(b) to perform or cause to be performed any and all work and labor necessary to
complete the Renovation Work in accordance with the Construction Drawings,or in such other manner
as the City may elect in its sole discretion;
(c) to employ security watchmen to protect the Guard House;and
(d) to use the Construction Fund not previously disbursed (including any retainage)
to be applied first to the extent necessary to complete construction of the Renovation Work in
accordance with the Construction Drawings, or in such other manner as the City may elect, and if the
completion requires a larger sum than the remaining undisbursed portion of the Construction Fund, to
disburse such additional funds from its own funds as deemed necessary by the City, in the City
Manager's sole discretion, and incorporate the shortage in the following Fiscal Year's budget for the
Special Assessment District. The City, shall have the right, but not the obligation, to take all actions
necessary in connection therewith, including, but not limited to, the following: To use any portion of the
Construction Fund for the purpose of completing the Renovation Work in the manner called for by the
Construction Drawings, or in such other manner as the City may elect; to make such additions and
changes and corrections in the Construction Drawings which shall be necessary or desirable to
complete the Renovation Work in a manner acceptable to the City; to employ such contractors,
subcontractors, agents,engineers, architects, and inspectors as shall be required for said purposes;to
pay, settle, or compromise all existing or future bills and claims which are or may be liens against the
Guard House; to execute all applications and certificates in the name of the Association which may be
required by any construction contract and to do any and every act with respect to the construction of
the Renovation Work which the Association may do in its own behalf. The City shall also have power
to prosecute and defend all actions or proceedings in connection with the construction of the Renovation
Work and to take such action and require such performance as it deems necessary. In accordance
therewith, the Association hereby releases the City in connection with all sums advanced hereunder,
including any remaining allowance and any retainage and any sums paid hereunder to the City.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Page 30
27'31''),2
Docusign Envelope ID:E3ECB5OF-466F-486C-B7E3-289A5CB42B82
Docusign Envelope ID:560A8172-15AE-4F30-8EF8-9F79757A90BD
EXHIBIT 4
ANTI-H!IMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06(13), Florida Statutes, the undersigned,on behalf of the Association
hereby attests under penalty of perjury that the Association does not use coercion for labor or services
as defined in Section 787.06, Florida Statutes, entitled"Human Trafficking".
1 understand that I am swearing or affirming under oath to the truthfulness of the claims made in this
affidavit and that the punishment for knowingly making a false statement includes fines and/or
imprisonment.
The undersigned is authorized to execute this affidavit on behalf of the Association.
ASSOCIATION:
Allision Island Association, Inc., a Florida not-for-profit corporation.
' _.. — 44tc Ahf,s•4 Rd
Name/Title: Lorty c. Ilcr (Address)
State of rf o r►i i
County of /Novi; q,dc
The foregoing instrument wasrr acknowledged before me by means of tjd physical presence or 0 online
notarization, this J day of CI , 202, by
C -.D c 5,KL--k-er , as V Z iCI.Q Z. of
___ i461.611 4102,.UcJ -, a not-for-profit corpor tion, known to me to be the person
described herein, or who produced f).e r 1ttt 1 0 W -) as identification, and who
did/didid not take an oath.
NOTA PU IC:
(Si ature)
�; ALEXANDER CA3flERA
ft <ckoCr
b _�,1k =No Public-State of Floricia
-• e Commission I MN 154951
ybl; r',-
(Print Name) ''not • MNove Ny ovember 04,2025
Expire,ssion
nn
My commission expires: pflo 414) d*S
Page 31
12773449,2
Docusign Envelope ID:E3ECBEOF-466F-486C-87E3-289A5CB42B82
Docusign Envelope ID:560A8172-15AE-4F30-8EF8-9F79757A90BD
EXHIBIT 5
PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the undersigned,
on behalf of the Association,hereby attests under penalty of perjury that the Association does not meet
any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) the Association is
owned by a government of a foreign country of concern; (b)the government of a foreign country of concern has
a controlling interest in the Association;or(c)the Association is organized under the laws of or has its principal
place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness
of the claims made in this affidavit and that the punishment for knowingly making a false statement
includes fines and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of the Association.
ASSOCIATION:
Allision Island Association, Inc.,a Florida not-for-profit corporation.
�(f o gIk s..' R✓
411L4---------
N me/Title: Corti Sir(tar (Address)
State of f/s 44
County of 11:<M: p,Jc
The foregoing instrument w knowledged before me by means of physical presence or 0 online
notarization, his day of _ 202.. by
as
1L/ 1 0 U ,v atiLii+ , of
, a ,D co 1-1-corp�ra,tioln, known to me to be the
person described herein, or who produced - e r 113 1"'�'b Oa) as identification, and
who didfdid not take an oath.
NOOK B •C:
";N, ALEXANDER CABRERA
(Si nature) Cdabaxo\___
:.`''._Note CommPubfission
NH 1 Florida
4981
/��� �� ^�/��/ �• Commission a 194f)81Io J�U�-Vfv,.to � .�� = My Commission Expires
�,,,,,,• November 04,2026
(Print Name) r�
My commission expires: .__Lia D-1 ck 0.5
Page 32
12-1 7 3 499.'.