Agreement with MD County for Lummus Park Inc.ia~~ y-- C~~4
AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH FLORIDA
AND
MIAMI-DADE COUNTY
GOB Project Number 22-70627/Lummus Park FY 07-08
THIS AGREEMENT (the "Agreement") by and between Miami-Dade County, a political
subdivision of the State of Florida (the "County"), through its governing body, the Board
of County Commissioners of Miami-Dade County, Florida (the "Board") and the City of
Miami Beach, Florida, a municipal corporation organized under the laws of the State of
Florida, through its governing body, the Mayor and Commissioners of the City of Miami
B Florida (the "Mu~cipality") is entered into this o~ ~5 ~ day of
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WITNESSETH
WHEREAS, on July 20, 2004, the Board enacted Resolution Nos. R-912-04, R-
913-04, R-914-04, R-915-04, R-916-04, R-917-04, R-918-04 and R-919-04 authorizing
the issuance of $2.926 billion in general obligation bonds for capital projects and on
November 2, 2004, a majority of those voting approved the bond program (the "BBC
GOB Program"); and
WHEREAS, the aforementioned Resolutions include specific countywide
projects, n eighborhood projects for the Unincorporated Municipal Service Area and
municipalities and associated allocations for activities such as but not limited to
development, improvement, rehabilitation, restoration or acquisition of real property; and
WHEREAS, GOB Project Number 22-70627/Lummus Park, (the "Project") is
eligible for funding from the BBC GOB Program in a total amount not to exceed
$7,000,000 (the "Funding Allocation"); and
WHEREAS, the Municipality is undertaking the completion and restoration of the
existing Beach Patrol Headquarters as well as the western portion of the existing 10th
Street auditorium; the primary structures of historical significance located at Lummus
Park. The remaining portion of the auditorium building will be demolished to
accommodate a new two-story addition to the retained and preserved western portion,
which will service the needs and requirements of both the Beach patrol headquarters
and the Art Deco Visitor's Center. The work restores the historic north-south pedestrian
connection within Lummus Park that was lost when the two buildings were. attached as
part of the auditorium construction. Work scope includes exterior plazas and walkways,
Building Better Communities Municipal Agreement ). Of 1 ~ Rev. 7/06
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irrigation and landscaping, and upgrades to' meet ADA requirements which was
specifically approved as part of the BBC GOB Program or is eligible for funding from
one of the programs to be funded under the BBC GOB Program; and
WHEREAS, the Lummus Park Project is estimated to cost $9,813,000 (the "Total
Project Cost") and will be funded from the sources listed in Exhibit 1; and
WHEREAS, pursuant to the terms of this Agreement the County has agreed to
allocate $3,500,000 from the Series A Bonds for the Project (the "Funding Cycle
Allocation"); and
WHEREAS, the Commissioners of both the County and the Municipality have
authorized, by resolution, their respective managers to enter into this Agreement for
each Funding Cycle Allocation describing their respective roles in the funding for the
Project costs with respect to such Funding Cycle Allocation,
NOW THEREFORE, pursuant to Resolution No. R-595-05, which specifically
authorizes the County Manager to execute such agreements, sub-agreements and
other required contracts and documents, to expend Building Better Communities bond
funds received for the purpose described in the funding request, and in consideration of
the mutual promises and covenants contained herein and the mutual benefits to be
derived from this Agreement, the parties hereto agree as follows:
Section 1. Purpose: The purpose of this Agreement is to clarify the parties' roles
and obligations regarding the funding being provided with respect to the Project.
Section 2. Funding Responsibilities:
a. Project Funding Plan: A Project funding plan identifying the
Funding Allocation to be funded by the County solely from BBC
GOB Program proceeds and the costs to be funded by the
Municipality through a local funding plan or written project funding
commitments from third parties is attached as Exhibit 1. Included
shall be a projected timetable for each Funding Cycle Allocation
and the amount funded to date, if any.
b. Representations of the Municipality: The Municipality covenants
and warrants that it has, in combination with the Funding Allocation,
the amount of funding necessary for the completion of the Project.
The additional sources of funding are listed in Exhibit 1.
c. Responsibilities of the County: The County agrees to provide
solely from BBC GOB Program proceeds for the Funding Cycle
Allocation in an amount equal to $3,500,000. This amount
represents a portion of the amount necessary to complete the
Project. This sum shall be provided in accordance with the
reimbursement procedures contained in the County's GOB
Administrative Rules attached as Attachment 1. In the event that
the Project Milestones, as defined and set forth in Exhibit 1 of this
Agreement are not within 10% of completion, the dollars to be
funded for subsequent Milestones may be delayed for one calendar
Building Better Communities Municipal Agreement 2 Of t ~ Rev. 7/06
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year in accordance with the' Administrative Rules, see Section 18 of
this Agreement.
Section 3. Effective Date and Term: This Agreement shall take effect upon
execution and shall terminate upon the completion of the Project, including the
completion of all final closeout documentation.
Section 4. Compliance with Codes and Laws: Each party agrees to abide by
all Applicable Laws necessary for the development and completion of the Project.
"Apolicable Law" means any applicable law (including, without limitation, any
environmental law), enactment, statute, code, ordinance, administrative order,
charter, tariff, resolution, order, rule, regulation, guideline, judgment, decree, writ,
injunction, franchise, permit, certificate, license, authorization, or other direction
or requirement of any governmental authority, political subdivision, or any
division or department thereof, now existing or hereinafter enacted, adopted,
promulgated, entered, or issued. Notwithstanding the foregoing, "Applicable
Laws" and "Applicable Laws" shall expressly include, without limitation, all
applicable zoning, land use, DRI and Florida Building Code requirements and
regulations, all applicable impact fee requirements, all requirements of Florida
Statutes, specifically including, but not limited to, Section 255.05 related to
payment and performance bonds, Section 255.20 related to contractor selection
and Section 287.055 related to competitive selection of architects and engineers,
all requirements of Chapters 119 and 286 of the Florida Statutes, Section 2-
11.15 of the Code (Art in Public Places), and all other applicable requirements
contained in this Agreement and Attachment 1, which exhibit is hereby
incorporated in this Agreement by this reference.
Section 5. Contractual obligation to comply with certain County
requirements:
All records of the Municipality and its contractors pertaining to the Project shall
be maintained in Miami-Dade County and, upon reasonable notice shall be made
available to representatives of the County. In addition, the Office of Inspector
General of Miami-Dade County shall have access thereto for any of the purposes
provided in Sec. 2-1076 of the Code of Miami-Dade County.
The Municipality shall cause each contract to include a provision that contractor
shall comply with all requirements of Section 2-1076, and that contractor will
maintain all files, records, accounts of expenditures for contractor's portion of the
Work and that such records shall maintained within Miami-Dade County and
County shall have access thereto as provided in this Agreement.
The Municipality shall comply with the requirements of Florida Statutes related to
retainage of funds due a contractor and shall include appropriate language in its
construction contracts and shall require the contractor to include such language
in its subcontracts.
All applicable County Rules, Regulations, Ordinances, Resolutions,
Administrative Orders, and the County Charter referenced in this
agreement are posted on the County's website: "miamidade.gov".
Building Better Communities Municipal Agreement 3 of 10 Rev. 7/06
Section 6. Access and Audits: The Municipality shall maintain adequate
records to justify all charges, expenses, and costs incurred which represent the
funded portion of the Project for at least three (3) years after completion of the
Project. The County shall have access to all books, records, and documents as
required in this section for the purpose of inspection or auditing during normal
business hours.
Pursuant to Section 2-1076 of the Miami-Dade County Code the County shall
have the right to engage the services of an independent private-sector inspector
general ("IPSIG") to monitor and investigate compliance with the terms of this
Agreement. The Office of the MIAMI-DADE COUNTY INSPECTOR GENERAL
(IG) shall have the authority and power to review past, present and proposed
County .programs, accounts, records, contracts and transactions, and contracts
such as this Agreement for improvements some cost of which is funded with
County funds.
As such, the IG may, on a random basis, perform audits on this Agreement
throughout the duration of said Agreement (hereinafter "random audits"). This
random audit is separate and distinct from any other audit by the County.
The IG shall have the power to retain and coordinate the services of an
Independent Private Sector Inspector General (IPSIG) who may be engaged
to perform said random audits, as well as audit, investigate, monitor, oversee,
inspect, and review the operations, activities and performance and procurement
process including, but not limited to, project design, establishment of bid
specifications, bid submittals, activities of the Municipality and contractor and
their respective officers, agents and employees, lobbyists, subcontractors,
materialmen, staff and elected officials in order to ensure compliance with
contract specifications and detect corruption and fraud. The IG shall have the
power to subpoena witnesses, administer oaths and require the production of
records. Upon ten (10) days written notice to the Municipality (and any affected
contractor and materialman) from IG, the Municipality (and any affected
contractor and materialman) shall make all requested records and documents
available to the IG for inspection and copying.
The IG shall have the power to report and/or recommend to the Board whether a
particular project, program, contract or transaction is or was necessary and, if
deemed necessary, whether the method used for implementing the project or
program is or was efficient both financially and operationally. Monitoring of an
existing project or program may include reporting whether the project is on time,
within budget and in conformity with plans, specifications, and applicable law. The
IG shall have the power to analyze the need for, and reasonableness of,
proposed change orders.
The IG is authorized to investigate any alleged violation by a contractor of its
Code of Business Ethics, pursuant Miami-Dade County Code Section 2-8.1.
The provisions in this section shall apply to the Municipality, its contractors and
their respective officers, agents and employees. The Municipality shall
Building Better Communities Municipal Agreement 4 of 10 Rev. 7/06
%/
incorporate the provisions in this section in all contracts and all other agreements
executed by its contractors in connection with the pertormance of this
Agreement. Any rights that the County has under this Section shall not be the
basis for any liability to accrue to the County from the Municipality, its contractors
or third parties for such monitoring or investigation or for the failure to have
conducted such monitoring or investigation and the County shall have no
obligation to exercise any of its rights for the benefit of the Municipality.
Section 7. Relationship of the Parties: The parties agree that the Municipality is
an independent entity responsible solely for the Project and not an agent or
servant of the County. No party or its officers, elected or appointed officials,
employees, agents, independent contractors or consultants shall be considered
employees or agents of any other party, nor to have been authorized to incur any
expense on behalf of any other party, nor to act for or to bind any other party, nor
shall an employee claim any right in or entitlement to any pension, workers'
compensation benefit, unemployment compensation, civil service or other
employee rights or privileges granted by operation of law or otherwise, except
through and against the entity by whom they are employed.
Section 8. Liability: The parties to this Agreement shall not be deemed to
assume any liability for the negligent or wrongful acts, or omissions of the other
party. Nothing contained herein shall be construed as a waiver, by either party,
of the liability limits established in Section 768.28 of the Florida Statutes. The
Municipality acknowledges that the County, its employees, commissioners and
agents are solely providing funding assistance for the Project and are not
involved in the design, construction, operation or maintenance of the Project.
Section 9. Breach, Opportunity to Cure and Termination:
(a) Each of the following shall constitute a default by the Municipality:
(1) If the Municipality uses the Funding Cycle Allocation for costs
not associated with the Project (i.e. ineligible costs), and the
Municipality fails to cure its default within thirty (30) days after
written notice of the default is given to the Municipality by the
County; provided, however, that if not reasonably possible to
cure such default within the thirty (30) day period, such cure
period shall be extended for up to one hundred eighty (180)
days following the date of the original notice if within thirty (30)
days after such written notice the Municipality commences
diligently and thereafter continues to cure.
(2) If the Municipality shall breach any of the other covenants or
provisions in this Agreement other than as referred to in Section
9(a)(1) and the Municipality fails to cure its default within thirty
(30) days after written notice of the default is given to the
Municipality by the County; provided, however, that if not
reasonably possible to cure such default within the thirty (30)
day period, such cure period shall be extended for up to one
hundred eighty (180) days following the date of the original
notice if within thirty (30) days after such written notice the
Building Better Communities Municipal Agreement 5 of 10 Rev. 7/06
Municipality commences diligently and thereafter continues to
cure.
(b) Each of the following shall constitute a default by the County:
(1) If the County shall breach any of the covenants or provisions in
this Agreement and the County fails to cure its default within
thirty (30) days after written notice of the default is given to the
County by the Municipality; provided, however, that if not
reasonably possible to cure such default within the thirty (30)
day period, such cure period shall be extended for up to one
hundred eighty (180) days following the date of the original
notice if within thirty (30) days after such written notice the
County commences diligently and thereafter continues to cure.
(c) Remedies:
(1) Upon the occurrence of a default as provided in Section 9(a)(1)
and such default is not cured within the applicable grace period,
in addition to all other remedies conferred by this Agreement,
the Municipality shall reimburse the County, in whole or in part
as the County shall determine, all funds provided by the County
hereunder.
(2.) Either party may institute litigation to recover damages for any
default or to obtain any other remedy at law or in equity
(including specific performance, permanent, preliminary or
temporary injunctive relief, and any other kind of equitable
remedy).
(3) Except with respect to rights and remedies expressly declared
to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by any party of one or
more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or
remedies for the same default or any other default.
(4) Any failure of a party to exercise any right or remedy as
provided in this Agreement shall not be deemed a waiver by that
party of any claim for damages it may have by reason of the
default.
(d) Termination:
(1) Notwithstanding anything herein to the contrary, either party
shall have the right to terminate this Agreement, by giving
written notice of termination to the other party, in the event that
the other party is in material breach of this Agreement.
(2) Termination of this Agreement by any Party is not effective until
five (5) business days following receipt of the written notice of
termination.
(3) Upon termination of this Agreement pursuant to Section 9(d)(1)
above, no party shall have any further liability or obligation to
the other party except as expressly set forth in this Agreement;
provided that no party shall be relieved of any liability for breach
of this Agreement for events or obligations arising prior to such
termination.
Building Better Communities Municipal Agreement 6 of 10 Rev. 7/06
Section 10. Litigation CostsNenue: In the event that the Municipality or the
County institutes any action or suit to enforce the provisions of this Agreement,
the prevailing party in such litigation shall be entitled to reasonable costs and
attorney's fees at the trial, appellate and post judgment levels. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Florida. The County and the Municipality agree to submit to service of process
and jurisdiction of the State of Florida for any controversy or claim arising out of
or relating to this Agreement or a breach of this Agreement. Venue for any court
action between the parties for any such controversy arising from or related to this
Agreement shall be in the Eleventh Judicial Circuit in and for Miami-Dade
County, Florida, or in the United States District Court for the Southern District of
Florida, in Miami-Dade County, Florida.
Section 11. Naming Rights and Advertisements: In the event that any naming
rights or advertisement space is offered on a facility constructed or improved with
BBC GOB Program funds, then Miami-Dade County's name, logo, and slogan
shall appear on the facility not less than once and equal to half the number of
times the most frequent sponsor or advertiser is named, whichever is greater.
Lettering used for Miami-Dade County will be no less than 75% of the size of the
largest lettering used for any sponsor or advertiser unless waived by the Board.
The Municipality must include the following credit line in all promotional
marketing materials related to this funding including web sites, news and press
releases, public service announcements, broadcast media, programs, and
publications: "THIS PROJECT IS SUPPORTED BY THE BUILDING BETTER
COMMUNITIES BOND PROGRAM AND THE MAYOR AND BOARD OF
COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY."
Section 12. Notice: Any notice, consent or other communication required to be
given under this Agreement shall be in writing, and shall be considered given
when delivered in person or sent by facsimile or electronic mail (provided that
any notice sent by facsimile or electronic mail shall simultaneously be sent
personal delivery, overnight courier or certified mail as provided herein), one
business day after being sent by reputable overnight carrier or 3 business day
after being mailed by certified mail, return receipt requested, to the parties at the
addresses set forth below (or at such other address as a party may specify by
notice given pursuant to this Section to the other party):
The County: The Municipality:
George M. Burgess, County Manager Jorge M. Gonzalez
Miami-Dade County, Stephen P. Clark Center City of Miami Beach
111 NW 1 Street, Suite 2910 1700 Convention Center Drive
Miami, Florida 33128 Miami Beach, Florida 33139
Section 13. Modification and Amendment: Except as expressly permitted
herein to the contrary, no modification, amendment or alteration in the terms or
conditions contained herein shall be effective unless contained in a written
document executed with the same formality and equal dignity herewith.
Section 14. Joint Preparation: The preparation of this Agreement has been a
joint effort of the parties, and the resulting document shall not, solely as a matter
Building Better Communities Municipal Agreement '] pf t ~ Rev. 7/06
//
of judicial construction, be construed more severely against one of the parties
than the other.
Section 15. Headings: Captions and headings in this Agreement are for ease of
reference only and do not constitute a part of this Agreement and shall not affect
the meaning or interpretation of any provisions herein.
Section 16. Waiver: There shall be no waiver of any right related to this
Agreement unless in writing and signed by the party waiving such right. No delay
or failure to exercise a right under this Agreement shall impair such right or shall
be construed to be a waiver thereof. Any waiver shall be limited to the particular
right so waived and shall not be deemed a waiver of the same right at a later time
or of any other right under this Agreement. Waiver by any party of any breach of
any provision of this Agreement shall not be considered as or constitute a
continuing waiver or a waiver of any other breach of the same or any other
provision of this Agreement.
Section 17. Representation of the Municipality: The Municipality represents
that this Agreement has been duly authorized, executed and delivered by Mayor
and Commissioners, as the governing body of the City of Miami Beach, Florida
and it has granted the City Manager, or his designee, the required power and
authority to execute this Agreement. The Municipality agrees to a) maintain the
Project for a minimum of 25 years, b) agrees to govern itself, in regards to the
subject Project, in accordance with Article 6 of the County Charter, c) keep the
Project open safely and properly maintained for all Miami-Dade County residents,
and d) allow all Miami-Dade County residents equal access and use of the
Project and not discriminate when charging facility admission fees based on
where a resident resides in the County. The Municipality also agrees to accept
and comply with the Administrative Rules as stated in Attachment 1 and as may
hereafter be amended.
Section 18. Representation of the County: The County represents that this
Agreement has been duly approved, executed and delivered by the Board, as the
governing body of the County, and it has granted the Miami-Dade County
Manager the required power and authority to execute this Agreement. The
County agrees to provide the Funding Cycle Allocation to the Municipality for the
purpose of developing and improving the Project in accordance with each of the
attached Exhibit Forms, incorporated herein as Exhibits A-J of Attachment 1
(Administrative Rules). Miami-Dade County shall only be obligated to reimburse
the Municipality provided the Municipality is not in breach of this agreement and
the Municipality has demonstrated that it has adequate funds to complete the
Project. The County shall administer, in accordance with the appropriate
regulations, the funds available from the BBC GOB Program as authorized by
Board Resolutions. Any and all reimbursement obligations of the County shall be
fully subject to and contingent upon the availability of funding from the County for
the specific purpose contained herein. The Municipality shall be solely
responsible for submitting all documentation, as required by the specific
Administrative Rules incorporated herein as Attachment 1, to the County
Manager or his designee for this purpose.
Building Better Communities Municipal Agreement g pt' j ~ Rev. 7/06
``1'
Section 19. Invalidity of Provisions, 'Severability: Wherever possible, each
provision of the Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be
prohibited or invalid under applicable law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement, provided that the
material purposes of this Agreement can be determined and effectuated.
Section 20. Indemnity: The Municipality does hereby agree to indemnify and
hold harmless the County to the extent and within the limitations of Section
768.28 Florida Statutes, subject to the provisions of that statute, whereby the
Municipality shall not be held liable to pay a personal injury or property damage
claim or judgment by any one person which exceeds the sum of $100,000, or any
claim or judgments or portions thereof, which when totaled with all other
occurrences, exceeds the sum of $200,000 from any and all personal injury or
property damage claims, liabilities, losses or causes of action which may arise
solely as a result of the negligence of the Municipality. However, nothing herein
shall be deemed to indemnify the County from any liability or claim arising out of
the negligent performance or failure of performance of the County or any
unrelated third party.
The County does hereby agree to indemnify and hold harmless the Municipality
to the extent and within the limitations of Section 768.28 Florida Statutes, subject
to the provisions of that statute, whereby the County shall not be held liable to
pay a personal injury or property damage claim or judgment by any one person
which exceeds the sum of $100,000, or any claim or judgments or portions
thereof, which when totaled with all other occurrences, exceeds the sum of
$200,000 from any and all personal injury or property damage claims, liabilities,
losses or causes of action which may arise solely as a result of the negligence of
the County. However, nothing herein shall be deemed to indemnify the
Municipality from any liability or claim arising out of the negligent performance or
failure of performance of the Municipality or any unrelated third party.
Section 21. Assignment: The Municipality may not assign all or any portion of
this Agreement without the prior written consent of the County.
Section 22. Entirety of Agreement: This Agreement, and the attachments
thereto, incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters
contained in this Agreement. The parties agree that there are no commitments,
agreements, or understandings concerning the subject matter of this Agreement
that are not contained in this Agreement, and that this Agreement contains the
entire agreement between the parties as to all matters contained herein.
Accordingly, it is agreed that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written.
It is further agreed that any oral representations or modifications concerning this
Agreement shall be of no force or effect, and that this Agreement may be
modfied, altered or amended only by a written amendment duly executed by
both parties hereto or their authorized representatives.
Building Better Communities Municipal Agreement 9 of 10 Rev. 7/06
IN WITNESS THEREOF, the parties through their duly authori,ed r presentatives
hereby execute this AGREEMENT with an effective date of s a/ t~ , 28:8-~
City of Miami Beach, Florida
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For the Board of Commissioners,
City of Miami Beach, Florida
Robert Parcher ~ CLERK
Attest:
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Clerk Date
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FLORIDA
MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY COMMISSIONERS
Stephen P. Clark Center
111 NW 1 Street
Miami, Florida 33128
HARVEY RUVIN, CLERK
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Approved by County Attorney as
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