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HomeMy WebLinkAboutReso 2025-3823RESOLUTION NO. 2025 - S� A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AWARDING INVITATION TO BID NO. 25-01-01 TO, AND APPROVING AN AGREEMENT WITH, WAYPOINT CONTRACTING, INC. TO PROVIDE CONSTRUCTION RENOVATION SERVICES FOR THE ANNEX BUILDING LOCATED AT 18050 COLLINS AVENUE, IN AN AMOUNT NOT TO EXCEED FOUR MILLION TWENTY THOUSAND THREE HUNDRED SIXTY-FIVE DOLLARS AND NO CENTS ($4,020,365.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach (the "City") is in need of a contractor to provide construction renovation services for the city -owned building located at 18050 Collins Avenue (the "Services"); and WHEREAS, the City issued and advertised Invitation to Bid No. 20-01-01 (the "Bid") for the Services, and received nine (9) responses with Waypoint Contracting, Inc. (the "Contractor") being the lowest responsive and responsible bidder; and WHEREAS, the Contractor has represented to the City that it possesses the requisite qualifications, expertise, and licenses to perform all necessary work in connection with the Services specified in the Bid; and WHEREAS, the City Commission wishes to award the Bid to, and approve an Agreement with, the Contractor to provide the desired Services, in an amount not to exceed Four Million Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($4,020,365.00), which includes an amount of Three Hundred Thousand Dollars and No Cents ($300,000.00) for contingency, if necessary, attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Award of Bid No. 25-01-01 and Approval of Agreement. The City Commission hereby awards Bid No. 25-01-01 to, and approves an Agreement with, the Contractor to provide the desired Services, in an amount not to exceed Four Million Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($4,020,365.00), which includes an amount of Three Hundred Thousand Dollars and No Cents ($300,000.00) for contingency, if necessary, attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. @BCL@100C5D47.doc Page 1 of 2 349 PASSED AND ADOPTED this 17th day o April, 2025. Larisa Svechin, Mayor ATTEST: , APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Mauric o Betanciur, CMC, City Clerk Alain E. Boileau for Nabors, Giblin & Nickerson, P.A., City Attorney Moved bydw�&?A#_j_e_ Seconded by: Vote: / Mayor Svechin (Yes) (No) Vice Mayor Lama ✓ (Yes) , (,No) Commissioner Joseph (Yes) IZNo) Commissioner Stuyvesant /(Yes) a/ (No) Commissioner Viscarra ✓ (Yes) (No) @BCL@100C5D47.doc Page 2 of 2 350 SV NNY /5(F O:,SRS A U t CONSTRUCTION CONTRACT BETWEEN THE CITY OF SUNNY SRC y,e Fip0.204Et ISLES BEACH AND WAYPOINT CONTRACTING, INC. 1 t of SUN S,o CONTRACT NO. 2025-9051 THIS CONTRACT is made and entered into this ;M#11 day ofUaArchw .. 2025. by and between CITY OF SUNNY ISLES BEACH, a municipal corporation of the State of Florida, whose address is 18070 Collins Avenue sunny Isles Beach, Florida 33160 (hereinafter referred to as "the City") and WAYPOINT CONTRACTING, INC., a Florida Corporation, whose Federal Employer Identification (FEI) No. is 81-4602789 (hereinafter referred to as the "Contractor"). The City and the Contractor hereby agree as follows: WHEREAS, the City is in need of a Contractor to renovate an existing City building, located at 18050 Collins Avenue, to become the new offices of the City Building Department along with a commercial space to lease as a new cafe/restaurant, as more particularly described in Invitation to Bid (ITB) No. 25-01-01, entitled "City Annex Building Construction Renovations," issued on January 24, 2025, which is attached hereto as Exhibit "A," and incorporated herein by reference and made a part hereof (hereinafter referred to as the "Project" or the "Work"); and WHEREAS, upon evaluation, Contractor was determined to have submitted the lowest responsible and responsive bid; and WHEREAS, Contractor is qualified, willing and able to provide and complete the Work subject to the terms and conditions contained herein; and WHEREAS, the City wishes to contract with Contractor to provide and complete the Work for Three Million Seven Hundred Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($3,720,365.00), plus Three Hundred Thousand Dollars and No Cents ($300,000.00) for contingency, if necessary, resulting in a total not -to -exceed amount of Four Million Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($4,020,365.00); NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: ARTICLE I THE CONTRACT AND THE CONTRACT DOCUMENTS 1.1 The Contract 1.1.1. The Contract between the City and the Contractor, of which this Contract is a part, consists of the Contract Documents. It shall be effective on the date this Contract is executed by the last party to execute it. Page 1 of 42 351 1.2 The Contract Documents 1.2.1. The Contract Documents consist of this Contract, ITB No. 25-01-01, the Specifications, the Drawings, the Addenda, all Change Orders and Field Orders issued hereinafter, any exhibits thereto, any other amendments hereto executed by the parties hereafter, all of which are specifically incorporated herein and made a part hereof. Documents not enumerated in this Paragraph 1.2 or Paragraph 1.3 are not Contract Documents and do not form part of this Contract. 1.3 Entire Agreement 1.3.1. Subject to Section 1.2.1, this Contract, together with the Contractor's bond for the Project, constitute the entire and exclusive agreement between the City and the Contractor with reference to the Project. Specifically, but without limitation, this Contract supersedes all prior written or oral communications, representations, and negotiations, if any, between the City and the Contractor. 1.4 No Privity with Others 1.4.1. Nothing contained in this Contract shall create, or be interpreted to create, privity or any other contractual agreement between the City and any person or entity other than the Contractor. 1.5 Intent and Interpretation 1.5.1. The intent of this Contract is to require complete, correct, and timely execution of the Work. Any Work that may be required, implied, or inferred by the Contract Documents, or any one or more of them, as necessary to produce the intended result shall be provided by the Contractor for the Contract Price. 1.5.2. This Contract is intended to be an integral whole and shall be interpreted as internally consistent. What is required by any one Contract Document shall be considered as required by the Contract. 1.5.3. When a word, term, or phrase is used in this Contract, it shall be interpreted or construed, first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage. 1.5.4. The words "include", "includes", or "including", as used in this Contract, shall be deemed to be followed by the phrase, "without limitation". 1.5.5. The specification herein of any act, failure, refusal, omission, event, occurrence or condition as constituting a material breach of this Contract shall not imply that any other, non - Page 2 of 42 352 specified act, failure, refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of this Contract. 1.5.6. Words or terms used as nouns in this Contract shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires a contrary meaning. 1.5.7. The Contractor shall have a continuing duty to read, carefully study and compare each of the Contract Documents, the Shop Drawings and the Product Data and shall give written notice to the City of any inconsistency, ambiguity, error, or omission which the Contractor may discover with respect to these documents before proceeding with the affected Work. The issuance, or the express or implied approval by the City or the Engineer/ Architect of the Contract Documents, Shop Drawings or Product Data shall not relieve the Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the Contractor's compliance with this Contract. The City has requested the Engineer / Architect to only prepare documents for the Project, including the Drawings and Specifications for the Project, which are accurate, adequate, consistent, coordinated, and sufficient for construction. HOWEVER, THE CITY MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER TO THE CONTRACTOR CONCERNING SUCH DOCUMENTS. By the execution hereof, the Contractor acknowledges and represents that it has received, reviewed and carefully examined such documents, has found them to be complete, accurate, adequate, consistent, coordinated and sufficient for construction, and that the Contractor has not, does not, and will not rely upon any representation or warranties by the City concerning such documents as no such representation or warranties have been or are hereby made. The Contractor further acknowledges and represents that it has made a thorough and careful examination and inspection of existing conditions on the Project site, both surface and subsurface, and the Contractor expressly acknowledges and agrees that it shall make no claim for additional compensation due to existing site conditions including, but not limited to, rock, surface and subsurface water, existing structures, and deficient soil, provided said conditions could be determined or ascertained from a thorough and careful examination and inspection of the site. 1.5.8. Neither the organization of any of the Contract Documents into divisions, sections, paragraphs, articles, (or other categories), nor the organization or arrangement of the Design, shall control the Contractor in dividing the Work or in establishing the extent or scope of the Work to be performed by Subcontractors. 1.5.9. Whenever the word "days" is used, it shall mean calendar days and not working/business days unless otherwise specified. 1.5.10. Contractor shall comply with Section 255.04, Florida Statutes, in selecting subcontractors, materials and suppliers. 1.6 Ownership of Contract Documents 1.6.1. The Contract Documents, and each of them, shall remain the property of the City unless the City has agreed otherwise with the Engineer / Architect. The Contractor shall have the right to keep one record set of the Contract Documents upon completion of the Project, provided however, that in no event shall Contractor use, or permit to be used, any or all of such Contract Documents on other projects without the City's prior written authorization. Page 3 of 42 353 1.7 Public Records Law 1.7.1. The Contractor shall comply with all applicable requirements contained in the Florida Public Records Law (Chapter 119, Florida Statutes), including but not limited to any applicable provisions in Section 119.0701, Florida Statutes. To the extent that the Contractor and this Contract are subject to the requirements in Section 119.0701, Florida Statutes, the Contractor shall: (a) keep and maintain public records required by the City to perform the services provided hereunder; (b) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow public 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; (c) 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 term of this Contract and following completion of this Contract if the Contractor does not transfer the records to the City; and (d) upon completion of the Contract, transfer, at no cost, to the City all public records in the possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor 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. If the Contractor fails to comply with the requirements in this Section, the City may enforce these provisions in accordance with the terms of this Agreement. If the Contractor fails to provide the public records to the City within a reasonable time, it may be subject to penalties under Section 119.10, Florida Statutes. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHOULD CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS: THE CITY CLERK, MAURICIO BETANCUR, BY TELEPHONE (305/792-1703), E-MAIL (MBETANCUR@a SIBFL.NET), OR MAIL (CITY OF SUNNY ISLES BEACH, OFFICE OF THE CITY CLERK, 18070 COLLINS AVENUE, SUNNY ISLES BEACH, FLORIDA 33160). 1.8 Compliance with Laws 1.8.1. Contractor and the Services must comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations including, without limitation, American with Disabilities Act (ADA), 42 U.S.C. S 12101 , Section 504 of the Rehabilitation Act of 1973, and any related federal, state, or local laws, rules, and regulations. Page 4 of 42 354 1.8.2 ADA Compliance Upon request, Contractor will provide the City with any accessibility testing results and written documentation verifying accessibility for documents delivered by the Contractor to the City, as well as promptly respond to and resolve accessibility complaints. 1.9 Electronic Recordkeeping 1.9.1. Contractor certifies its services and products meet all recordkeeping requirements of the State of Florida, including but not limited to those in Chapter 119, Florida Statutes and Rule 1B -26.003(6)(g), Florida Administrative Code. ARTICLE II THE WORK 2.1. The term "Work" shall mean whatever is done by or required of the Contractor to perform and complete its duties under this Contract, including the following: construction of the whole or a designated part of the Project; furnishing of any required surety bonds and insurance; and the provision or furnishing of labor, administration, management, supervision, testing, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, permits and licenses required of the Contractor, fuel, heat, light, cooling and all other utilities as required by this Contract. The Work to be performed by the Contractor is generally described as follows: The Work to be performed under this Contract includes, but is not limited to the renovation of an existing City building, located at 18050 Collins Avenue, with a building area of approximately 9,100 sf, to become the new offices of the City Building Department along with a commercial space to lease as a new cafe/restaurant. 2.2. The Contractor shall perform all of the Work required and implied in, or reasonably inferable from, this Contract. The Contractor agrees to comply with the City of Sunny Isles Beach permitting requirements, including all licensing requirements associated with the Building Department. 2.3. Unless expressly permitted or allowed by the Contract Documents, substitutions of materials, articles, systems, equipment, or other components of the Work will not be considered. Where substitutions are expressly permitted or allowed by the Contract Documents, the Contractor must demonstrate to both the Engineer / Architect and the City that a proposed substitution is equal in substance, quality and function to the material, article, or piece of equipment identified in the Contract Documents. The City shall have no obligation to accept a proposed substitution, and no substitution shall be allowed without the prior written approval from both the Engineer / Architect and the City. If the substitution results in a savings to the Contractor, the City shall be entitled to a credit for the amount saved as a result of the substitution. Page 5 of 42 355 ARTICLE III CONTRACT TIME 3.1 Time and Liquidated Damages 3.1.1. The City shall notify the Contractor in writing of the date on which the Work shall begin ("the Notice to Proceed Date"). The Contractor shall commence site activities on the Notice to Proceed Date, and the Work shall be carried on regularly and without interruption. The Contractor shall achieve Substantial Completion of the Work no later than Two Hundred Ten (210) calendar days after the Notice to Proceed Date. The number of calendar days from the Notice to Proceed Date, through the date set forth for Substantial Completion, shall constitute the "Contract Time." The Contractor shall furthermore achieve Final Completion of the Work no later than Thirty (30) Days after the date of Substantial Completion. 3.1.2. The Contractor shall pay the City the sum of One Thousand Dollars ($1,000.00) per day for each and every calendar day of unexcused delay in achieving Substantial Completion beyond the date set forth herein for Final Completion of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at or before the time of executing this Contract. When the City reasonably believes that Final Completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. 3.2. Notice to Proceed Date 3.2.1. Upon approval of the Contract for Construction by the City, the City Manager shall issue a "Notice to Proceed" in which the "Notice to Proceed Date" is established as set forth in paragraph 3.1.1. 3.2.2. Once the Notice to Proceed Date has been established, the Contractor shall be responsible for the timely and successful completion of the Work and shall endeavor to provide all applicable agencies having jurisdiction with all the required documentation needed to successfully and timely continue the progress of the Work. This may include, but is not limited to providing all necessary documentation in the form of shop drawings, clarifications, calculations, technical data, protocols, product approvals, etc. 3.2.3. Under no circumstances will the City accept claims or be responsible for delays arising from failed, unsuccessful, untimely, or late inspections or rejections of inspected Work due to the fault of the Contractor for not supplying all of the necessary documentation in the forms required or requested by the Building Official. 3.3 Substantial Completion 3.3.1. "Substantial Completion" shall mean that stage in the progression of the Work when the Work is sufficiently complete in accordance with this Contract that the City can enjoy beneficial Page 6 of 42 356 use or occupancy of the Work and can utilize the Work for its intended purpose. A condition precedent for the achievement of Substantial Completion is the receipt by the City of any and all Certificates of Occupancy or other authorizations required for occupancy by any governmental or regulatory authority. 3.4 Time is of the Essence 3.4.1. All limitations of time set forth in the Contract Documents are of the essence of this Contract. ARTICLE IV CONTRACT PRICE 4.1 The Contract Price 4.1.1. The City shall pay, and the Contractor shall accept, as full and complete payment for all of the Work required herein, the fixed sum of Three Million Seven Hundred Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($3,720,365.00), plus Three Hundred Thousand Dollars and No Cents ($300,000.00) for contingency, if necessary, resulting in a total not -to - exceed amount of Four Million Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($4,020,365.00). The sum set forth in this Paragraph 4.1.1 shall constitute the Contract Price which shall not be modified except by Change Order as provided in this Contract. 4.2 Unit Prices 42.1. In the event all, or any portion of, the Contract Price is to be determined by the application of unit prices, the following terms and conditions are applicable and controlling: (a) Payment to the Contractor shall be determined by the actual number of units incorporated in, or made necessary, by the Work; (b) Payment to the Contractor shall be made at the Contract Unit Prices applicable to each integral part of the Contract. The Contract Unit Prices shall be full compensation for all costs associated with completion of all unit price work in full conformity with the requirements of the Contract Documents; (C) Where the quantity of Work with respect to any item that is covered by a Contract Unit Price is increased or decreased by more than twenty percent (20%) from the quantity of such Work indicated or estimated in the Contract Documents, an appropriate Change Order shall be issued to adjust the Contract Unit Price, if warranted and justified, and if fully supported by documentation submitted to the City and the Engineer / Architect and if a timely claim is made for same in accordance with the terms and provisions of this Contract. Page 7 of 42 357 ARTICLE V PAYMENT OF THE CONTRACT PRICE 5.1 Schedule of Values 5.1.1. Within ten (10) calendar days of the effective date hereof, the Contractor shall submit to the City and to the Engineer / Architect a Schedule of Values allocating the Contract Price to the various portions of the Work. The Contractor's Schedule of Values shall be prepared in such form, with such detail, and supported by such data as the Engineer / Architect or the City may require to substantiate its accuracy. The Contractor shall not imbalance its Schedule of Values nor artificially inflate any element thereof. Any violation of this provision by the Contractor shall constitute a material breach of this Contract. The Schedule of Values shall be used only as a basis for the Contractor's Applications for Payment and shall only constitute such basis after it has been acknowledged in writing by the Engineer / Architect and the City. 5.2 Payment Procedure 5.2.1. The City shall pay the Contract Price to the Contractor as provided below. 5.2.2. Progress payments shall be considered based upon the Contractor's Applications for Payment submitted to the Project Manager and upon Certificates for Payment subsequently issued to the City by the Project Manager. The City shall make progress payments to the Contractor on account of the Contract Price subject to the terms and conditions of the Contract, and in accordance with Florida's Prompt Payment Act. Each invoice or payment application must be accompanied by all supporting documentation and other information reasonably requested by City, including, but not limited to a Partial Release of Lien or Final Release of Lien as appropriate in the forms set forth in Chapter 713.20, Florida Statutes. Reference herein to Chapter 713, Florida Statutes is for convenience, and shall not be construed as a waiver of sovereign immunity or authority for imposition of liens against public property. Each progress payment shall be reduced by five percent (5%) retainage. Subject to other requirements of the Contract Documents, retainage shall be released after final completion of the Work and City's receipt of acceptable reports and other documentation including certification of payment to subcontractors, if any, and a Final Release of Lien in the form set forth in Section 713.20, Florida Statutes. Invoices must reference the contract number assigned hereto. 5.3 Withheld Payment 5.3.1. The City may decline to make payment, may withhold funds, and, if necessary, may demand the return of some or all of the amounts previously paid to the Contractor, to protect the City from loss because of: (a) defective Work not remedied by the Contractor nor, in the opinion of the City, likely to be remedied by the Contractor; Page 8 of 42 358 (b) claims of third parties against the City or the City's property, unless the surety provides the City a written consent regarding the payment(s) in question; (c) failure by the Contractor to pay Subcontractors or others in a prompt and proper fashion. The City may ask the surety for a written consent regarding the payment(s) in question. However, notwithstanding the foregoing, and provisions of Section 255.05 (11), Florida Statutes, the parties hereby agree that the City may condition its payment to the Contractor on the production of a release, waiver, or like documentation from a Subcontractor or others demonstrating that the Subcontractor or others do not have an outstanding claim for payments due on labor, services or materials furnished under the Contract. In the event the City requires such documentation, the provisions of the Local Government Prompt Payment Act (Sections 218.70 through 218.79) shall be suspended until such time as the City obtains the requested documentation; (d) evidence that the balance of the Work cannot be completed in accordance with the Contract for the unpaid balance of the Contract price; (e) evidence that the Work will not be completed in the time required for substantial or final completion; (f) persistent failure to carry out the Work in accordance with the Contract; (g) damage to the City or a third party to whom the City is, or may be, liable. In the event that the City makes written demand upon the Contractor for amounts previously paid by the City as contemplated in this Subparagraph 5.3.1, the Contractor shall comply with such demand within ten (10) days of receipt of same. 5.4 Unexcused Failure to Pay 5.4.1. If within twenty-five (25) days after the date established herein for payment to the Contractor by the City, the City, without cause or basis hereunder, fails to pay the Contractor any amount then due and payable to the Contractor, then the Contractor may after ten (10) additional days' written notice to the City and the Engineer / Architect and without prejudice to any other available rights or remedies it may have, stop the Work until payment of those amounts due from the City have been received. Any payment not made within twenty-five (25) days after the date due shall bear interest at the City's investment earnings rate from the Florida State Board of Administration. 5.5 Substantial Completion 5.5.1. When the Contractor believes the Work is substantially complete, the Contractor shall submit to the Engineer / Architect a list of items to be completed or corrected; the Engineer Page 9 of 42 359 / Architect or the City may supplement such list in the event the Contractor has omitted any incomplete or defective work. When the Engineer / Architect, on the basis of an inspection, and after consultation with the City, determines the Work is in fact substantially complete, it will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall state the responsibilities of the City and the Contractor for Project security, maintenance, heat, utilities, damage to the Work, and insurance, and shall fix the time within which the Contractor shall complete the items listed therein. Guarantees required by the Contract shall commence on the date of Substantial Completion of the Work. The Certificate of Substantial Completion shall be submitted to the City and the Contractor for their written acceptance of the responsibilities assigned to them in such certificate. 5.5.2. If required training, manuals, and equipment materials have not been provided, the City will hold $5,000.00 plus 300% as stated in Section 5.5.1. 5.6 Completion and Final Payment 5.6.1. When all of the Work is finally complete and the Contractor is ready for a final inspection, it shall notify the City and the Engineer / Architect thereof in writing. Thereupon, the Engineer / Architect will make final inspection of the Work and, if the Work is complete in full accordance with this Contract and this Contract has been fully performed, the Engineer / Architect will promptly issue a final Certificate for Payment certifying to the City that the Project is complete and the Contractor is entitled to the remainder of the unpaid Contract Price, less any amount withheld pursuant to this Contract. If the Engineer / Architect is unable to issue its final Certificate for Payment and is required to repeat its final inspection of the Work, the Contractor shall bear the cost of such repeat final inspection(s) which cost may be deducted by the City from the Contractor's final payment. 5.6.1.1. If the Contractor fails to achieve Final Completion within the time set forth in Paragraph 3.1.1 hereinabove, the Contractor shall pay the City the amount of liquidated damages set forth in paragraph 3.1.2 per day for each and every calendar day of unexcused delay in achieving final completion beyond the date set forth herein for final completion of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at or before the time of executing this Contract. When the City reasonably believes that final completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. 5.6.2. As a condition precedent to final payment to the Contractor, the Contractor shall deliver to the City the following documents in a form acceptable to the City: a final receipt and release of the City; the Contractor's affidavit that all payrolls, invoices for materials and equipment, and other liabilities connected with the Work for which the City, or the City's property might be responsible, have been fully paid or otherwise satisfied; releases and waivers of lien from all Subcontractors of the Contractor and of any and all other parties required by the Engineer / Architect or the City; consent of surety to final payment; a duly executed assignment of any and all warranties required by the Contract Documents; any and all operating manuals required by the Contract Documents; certification that all personal instruction or training required by the Contract Page 10 of 42 360 Documents for the operation of any Project systems has been completed; any and all manuals relating to Project materials or Project maintenance; executed change orders relating to any and all changes in the Work; and all as -built drawings required by the Contract Documents. If any third party fails or refuses to provide a release of claim or waiver of lien as required by the City, the Contractor shall furnish a bond satisfactory to the City to discharge any such lien or indemnify the City from liability. 5.6.3. As a further condition precedent to final payment, the Contractor shall furnish to the City a complete and comprehensive set of as -built drawings; said as -built drawings are to be submitted in hard copy and in electronic format, and the City and the Contractor agree and acknowledge that the Contract Price includes all cost and expense associated with the production of said as -built drawings. 5.6.4. The City shall make final payment of all sums due the Contractor within thirty (30) days of the Engineer / Architect's execution of a final Certificate for Payment. 5.6.5. Acceptance of final payment shall constitute a waiver of all claims against the City by the Contractor except for those claims previously made in writing against the City by the Contractor, pending at the time of final payment, and identified in writing by the Contractor as unsettled at the time of its request for final payment. ARTICLE VI THE CITY 6.1 Information, Services and Items Required from City 6.1.1. The City. The City of Sunny Isles Beach, as represented by the City Commission and its designees, which is the owner of this Project. 6.1.2. The Building Department. The Building Department is the City's Department responsible for assuring compliance with applicable regulations and the Florida Building Code as required. The Building Department is responsible for issuing permits, reviews, inspections, Certificates of Completion and Certificates of Occupancy and any other actions as described to be the responsibility of the Building Official under the Florida Building Code. The Building Department is also responsible for the enforcement of other state, federal, and county regulations which may fall under the jurisdiction of the Building Official. The Building Department is responsible for the enforcement of the City's Ordinances affecting the site, drainage, zoning, water, sewer, irrigation and distribution lines and coverage, paving, traffic and landscaping. 6.1.3. The City shall furnish to the Contractor, prior to execution of this Contract, any and all written and tangible material in its possession concerning conditions below ground at the site of the Project. Such written and tangible material is furnished to the Contractor only in order to make complete disclosure of such material and for no other purpose. By furnishing such material, the City does not represent, warrant, or guarantee its accuracy either in whole, in part, implicitly or explicitly, or at all, and shall have no liability therefore. The City shall Page 11 of 42 361 also furnish surveys, legal limitations and utility locations (if known), and a legal description, if available, of the Project site. 6.1.4. The Contractor is responsible for compliance with, and shall secure at its expense, all municipal review; construction, and inspection permits, provided, however, all City of Sunny Isles Beach review, construction, and inspection fees will be waived save and except fees for inspection. 6.2 Right to Stop Work 6.2.1. If the Contractor persistently fails or refuses to perform the Work in accordance with this Contract, the City shall have the right, but not an obligation, to order the Contractor to stop the Work, or any described portion thereof, until the cause for stoppage has been corrected, no longer exists, or the City orders that Work be resumed. In such event, the Contractor shall immediately obey such order. A stop work directive provided under this paragraph shall not entitle the Contractor to an extension of the completion date. 6.3 City's Right to Perform Work 6.3.1. If the Contractor's Work is stopped by the City under Paragraph 6.2, or if the Contractor persistently fails or refuses to perform the Work in accordance with this Contract, and the Contractor fails within three (3) days of such stoppage, failure, or refusal, to provide adequate assurance to the City that the cause of such stoppage will be eliminated or corrected, then the City may, without prejudice to any other rights or remedies the City may have against the Contractor, proceed to carry out the subject Work. In such a situation, an appropriate Change Order shall be issued deducting from the Contract Price the cost of correcting the subject deficiencies, plus compensation for the Engineer/Architect's additional services and expenses necessitated thereby, if any. If the unpaid portion of the Contract Price is insufficient to cover the amount due the City, the Contractor shall pay the difference to the City. 6.4 Inspections 6.4.1. No inspector shall have authority to waive any requirements of the Contract Documents. Any failure or omission on the part of any inspector, the Engineer / Architect or any agent of the City, to condemn any defective work or material shall not release the Contractor from its obligations to install the Work free from faults and defects and to promptly remove and repair any defective or deficient work. The Contractor hereby acknowledges and agrees that no inspector shall have authority to: (a) Authorize any deviation from the Contract Documents or approve any substitute materials or equipment; (b) Undertake any of the responsibilities of the Contractor, subcontractors or Contractor's superintendent; (c) Expedite the Work for the Contractor; Page 12 of 42 362 (d) Advise on or issue directions relative to any aspect of the means, methods, techniques, sequences or procedures of construction unless such is specifically called for in the Contract Documents; (e) Advise on or issue directions as to safety precautions and programs in connection with the Work. Provided however, this shall not preclude the City inspector from notifying the Contractor of any hazardous or dangerous condition; (f) Participate in specialized field or laboratory tests. 6.5 Hours of Construction 6.5.1. The Contractor shall minimize the impact of the Project on the general public ensuring that all service interruptions are kept to a minimum and providing temporary services, structures, and facilities as required. The existing service to the residents and businesses may not be interrupted for more than 4 hours without written permission from the City. The Contractor shall perform work between the hours 7:00 AM and 7:00 PM Monday through Thursday and 7:00 AM — 5:00 PM on Fridays; and weekends with permission or as restricted by the local jurisdiction. Work outside these hours or on weekends and holidays is prohibited without permission from the City. 6.6 Coordination and Scheduling of Work 6.6.1. The Contractor shall cooperate with the City and any separate contractors retained by the City, and the Contractor shall carefully coordinate and schedule the Work as may be required to accommodate without delay or interference the Work of the City or any of its separate contractors. 6.7 Contractor Responsible for Delays 6.7.1. The Contractor shall be responsible for any damages caused to the City as a result of any delays caused by the Contractor. 6.8 City's Right to Occupy 6.8.1. The City reserves the right to occupy any part of the Project when same is Substantially Complete. It is expressly agreed, however, that partial occupancy of any part of the Project does not activate any warranty obligations of the Contractor and any warranties which contain time limitations shall commence on the date of Final Completion unless otherwise expressly specified in the Contract Documents. ARTICLE VII THE CONTRACTOR 7.1. Upon providing no less than forty-eight (48) hours' notice to the Contractor, the City may conduct a pre -construction conference at a time and place set forth in the aforesaid notice. Page 13 of 42 363 ATTENDANCE AT ALL PRE -CONSTRUCTION CONFERENCE(S) IS MANDATORY AND FAILURE TO ATTEND SHALL BE A MATERIAL BREACH OF THIS CONTRACT. 7.2. The Contractor is again reminded of its continuing duty set forth in Subparagraph 1.5.7. The Contractor shall perform no part of the Work at any time without adequate Contract Documents or, as appropriate, approved Shop Drawings, Product Data or Samples for such portion of the Work. If the Contractor performs any of the Work knowing it involves a recognized error; inconsistency, or omission in the Contract Documents without such notice to the Engineer / Architect the Contractor shall bear responsibility for such performance and shall bear the cost of correction. 7.3. The Contractor shall perform the Work strictly in accordance with this Contract. The Contractor shall also be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly. 7.4 Contractor's Professional Standard 7.4.1. City's engagement of the Contractor is based upon the Contractor's representations to the City that: (a) Contractor has carefully reviewed all Construction Documents prior to signing this Contract; (b) Contractor is an organization experienced in, and qualified, willing and able to provide construction of the nature and type necessary to perform the Work; (c) Contractor is authorized and licensed to do business in the State of Florida, Miami -Dade County and the City of Sunny Isles Beach; and (d) Contractor shall furnish labor, material, equipment and services (i) which expeditiously, economically and properly complete the Work in the manner most consistent with the Owner's interests and objectives, (ii) in accordance with the Construction Documents, and (iii) in accordance with the highest standards currently practiced by persons and entities performing comparable labor, material, equipment and services on projects of similar size and complexity. 7.4.2. The Contractor shall administer, manage, supervise and direct the Work using the Contractor's best skill, effort and attention. The Contractor shall be responsible to the City for any and all acts or omissions of the Contractor, its employees and others engaged in the Work on behalf of the Contractor. Page 14 of 42 364 7.5 Warranty. 7.5.1. The Contractor warrants to the City that all labor furnished to progress the Work under this Contract will be competent to perform the tasks undertaken, that the product of such labor will yield only first-class results, that materials and equipment furnished will be of good quality and new unless otherwise permitted by this Contract, and that the Work will be of good quality, free from faults and defects and in strict conformance with this Contract for a period of one (1) year from the date of Final Completion and acceptance by the City unless a longer warranty period is a requirement of the drawings and/or specification for either individual elements of the project or the entire project. All Work not conforming to these requirements may be considered defective. .7.5.2. Any warranty required or received from a Subcontractor, manufacturer, or supplier is herein assigned by the Contractor to the City effective immediately upon issuance the fully executed Certificate of Final Completion. Furthermore, the Contractor agrees to supply to the City the originals of all such warranties where same are in writing, and further agrees to execute, if requested by the City, separate assignments of warranty on a form furnished by the City. 7.6. The Contractor shall obtain and pay for all permits, fees and licenses necessary and ordinary for the Work save and except as set forth herein. The Contractor shall comply with all lawful requirements applicable to the Work and shall give and maintain any and all notices required by applicable law pertaining to the Work. 7.7 Supervision 7.7.1. The Contractor shall employ and maintain at the Project site only competent supervisory personnel. Absent written instruction from the Contractor to the contrary, the superintendent shall be deemed the Contractor's authorized representative at the site and shall be authorized to receive and accept any and all communications from the City or the Engineer / Architect. 7.7.2. Key administrative, managerial and supervisory personnel assigned by the Contractor to this Project are as follows: Name Function Yesid Lopez Senior Project Managaer Cesar Murillo Senior Superintendent Gary Chandler Project Superintendent The Contractor shall furnish to the City complete resumes of each of the individuals named above. So long as the individuals named above remain actively employed or retained by the Contractor, Page 15 of 42 they shall perform the functions indicated next to their names unless the City agrees to the contrary in writing or unless the City requests the removal of any such individual from the Project. In the event the City requests the removal of any of the individuals named above, the Contractor shall immediately comply and shall immediately replace such individual with a qualified substitute to whom the City makes no objection. In the event one or more individuals not listed above subsequently assumes one or more of those functions listed above, the Contractor shall be bound by the provisions of this Subparagraph 7.7.2 as though such individuals had been listed above. 7.8. The Contractor, within fifteen (15) days of commencing the Work, shall submit to the City and the Engineer/ Architect for their information, the Contractor's schedule for completing the Work. The Contractor's schedule shall be presented in the critical path (CPM) format. The Contractor's schedule shall be revised no less frequently than monthly (unless the parties otherwise agree in writing) and shall be revised to reflect conditions encountered from time to time and shall be related to the entire Project. Each such revision shall be furnished City and the Engineer / Architect with each Application for Payment. Failure ,by the Contractor to strictly comply with the provisions of this Paragraph 7.8 shall constitute a material breach of this Contract. 7.8.1. The Contractor, within (15) days of commencing the Work shall submit to the City and the Engineer / Architect for their information, an anticipated monthly draw schedule for the duration of the Work. If during the course of performing the Work the Contractor anticipates a substantial change in the draw schedule, the Contractor shall notify the City and the Engineer / Architect within three (3) days of anticipating such change. For purposes of this paragraph, a substantial change shall be any increase or decrease equaling or exceeding ten percent (10%) of any anticipated monthly draw. 7.9. The Contractor shall continuously maintain at the site, in an orderly fashion and format acceptable to the City, for the benefit of the City and the Engineer / Architect one record copy of this Contract and all Contract Documents marked to record on a current basis changes, selections and modifications made during construction. Additionally, the Contractor shall maintain at the site for the City and Engineer/ Architect the approved Shop Drawings, Product Data, Samples and other similar required submittals. Upon final completion of the Work, all of these record documents shall be delivered to the City. 7.9.1. No less than weekly, the Contractor shall conduct a Project meeting which shall include the Contractor's administrative, managerial and supervisory personnel and representatives of each subcontractor working on the Project site. The meeting shall address, but shall not be limited to, the current status of the Work, including the current Project schedule and the existence of any defective or deficient work as well as the appropriate action required to correct or replace such work. The City and the Engineer / Architect shall have the right, but not the duty, to attend such weekly meetings. The Contractor shall maintain detailed minutes of each such weekly meetings and shall distribute typewritten copies of such minutes to the City and the Engineer / Architect no later than the close of the next workday following completion of such meeting. The Contractor shall further require its General Superintendent to maintain a daily job diary which shall include for each work day the daily weather conditions, the identity of each subcontractor working on the site, the manpower of each subcontractor working on the site, the identity of all visitors to the Project site, documentary progress photographs, and any and all other information reflecting Page 16 of 42 366 any delays, hindrances, interferences, or other problems encountered or incurred on the Project site. Each week the Contractor shall furnish to the City and the Engineer / Architect on a weekly basis full and complete copies of said daily job diary. 7.10 Shop Drawings, Product Data and Samples 7.10.1. Shop Drawings, Product Data, Samples and other submittals from the Contractor do not constitute Contract Documents. Their purpose is merely to demonstrate the manner in which the Contractor intends to implement the Work in conformance with information received from the Contract Documents. 7.10.2. The Contractor shall not perform any portion of the Work requiring submittal and review of Shop Drawings, Product Data or Samples unless and until such submittals shall have been approved by the Engineer / Architect. Approval by the Engineer / Architect, however, shall not be evidence that Work installed pursuant thereto conforms with the requirements of this Contract. 7.10.3. The Contractor shall maintain a log of all Shop Drawings, Product Data and Samples submitted to the Engineer / Architect and the City including, but not limited to, identification of the item of work according to appropriate specification section; date of receipt from appropriate subcontractor or supplier; date of review by the Contractor; date of submission to the Engineer / Architect date of return from the Engineer / Architect date of return to the subcontractor or supplier status of review by the Engineer / Architect and any required re -submittal information. A true and correct copy of this log shall be submitted with each Application for Payment and receipt of same by the Engineer / Architect shall be a condition precedent for approval of the Application for Payment. 7.11 Cleaning the Site and the Project 7.11.1. The Contractor shall keep the site reasonably clean during performance of the Work, shall remove debris, trash and garbage from the Site daily and allow no accumulation of debris, garbage or trash on the Site. Upon Final Completion of the Work, the Contractor shall clean the site and the Project and remove all waste, together with all of the Contractor's property therefrom. 7.12 Access to Work 7.12.1. The City, the Engineer / Architect and the Building Department shall have access to the Work at all times from commencement of the Work through Final Completion. The Contractor shall take whatever steps necessary to provide access when requested. 7.13 Safety 7.13.1. The Contractor shall take all reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to, its employees on the Work and all other persons who may be affected thereby; the Work and materials and equipment to be incorporated therein; and all other property at the site or adjacent thereto including, but not limited to, trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, Page 17 of 42 367 relocation or replacement in the course of construction. The Contractor shall comply with all applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss, and shall give all notices required by same; this requirement includes, but is not limited to, the United States Occupational Safety and Health Act and the Florida Trench Safety Act, Florida Statute S 553.60. 7.14 Indemnity 7.14.1. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless City, its officers, officials, and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, omissions, or intentional wrongful conduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract, including but not limited to, subcontractors. This indemnification shall survive the term of this Contract. 7.15 Value Engineering Incentive 7.15.1. The City encourages the Contractor to make timely value engineering and cost savings recommendations. In the event the City approves by duly executed change order any value engineering or cost savings recommendation of the Contractor, and in the further event the Contract Sum is reduced thereby, any savings shall be shared with Seventy -Five Percent (75%) being allocated City and Twenty -Five Percent (25%) being allocated to the Contractor. It is agreed, however, that the Contractor shall procure and obtain at its sole cost and expense all change orders, drawings, specifications, permits, approvals, or other documents required in order to implement the value engineering or cost savings recommdation. ANY CLAIM UNDER THIS PARAGRAPH MUST BE SUBMITTED IN WRITING TO THE CITY AND THE ENGINEER / ARCHITECT PRIOR TO THE EXECUTION OF THE CHANGE ORDER INCORPORATING THE CONTRACTOR'S RECOMMENDATION OTHERWISE SAID CLAIM IS EXPRESSLY WAIVED. Any savings allocated to the Contractor under this Paragraph shall be paid at the time of Final Payment to the Contractor. 7.16 Miscellaneous 7.16.1. Prior to commencement of the Work, the Contractor shall submit to the City a plan for site access and control of construction traffic. Said plan shall include, but not be limited to, an enumeration of each construction access point to the site and a description of how access will be controlled and regulated; a description of any impact that construction traffic may have on the public streets and highways, and the Contractor's plan for minimizing and reducing such impact; and, the name and address of the individual employed by the Contractor who shall have responsibility for control and management of construction traffic. Approval by the City of this plan is a condition precedent to payment of any sums to the Contractor. The Contractor furthermore agrees to cooperate with the City and all other appropriate governmental entities with respect to the control, regulation, scheduling and management of construction traffic. 7.16.2. The Contractor shall be responsible for, and shall pay the cost of, all temporary facilities used, or made available, during the course of the Work. These facilities include, but shall not be limited to, electric power, gas, water, sewage and sanitation, waste removal and disposal, telephone, and temporary office facilities. The Contractor shall timely pay for all such temporary Page 18 of 42 368 facilities and shall coordinate the installation and removal of such facilities including, but not limited to, any required coordination with any utility company. Furthermore, the Contractor shall be responsible for, and shall pay the cost of, any utility work which may be necessary in order to perform the Work required by the Contract Documents; this responsibility includes, but is not limited to, the cost of installing, moving, or relocating electric, water, sewer, gas, or other utility lines, wires, poles, pipe, and any other equipment of every kind and nature. 7.16.3. After first giving at least seventy-two (72) hours written notice to the City and the Engineer / Architect, the Contractor shall conduct any and all testing required under the Contract Documents and report the results of same to the City and the Engineer / Architect within twenty- four (24) hours of receipt unless the City or the Engineer / Architect instructs otherwise. The Contractor shall also cooperate with the City and the Engineer / Architect in the event the City or the Engineer / Architect elects to conduct testing for any purpose. The Contractor shall make the site, or any relevant portion thereof, available for such testing by the City or the Engineer/ Architect and the Contractor shall so schedule and coordinate its work so as not to interfere with any testing by the City or the Engineer / Architect. When requested by the City or the Engineer / Architect the Contractor shall furthermore uncover Work and otherwise assist in testing as may be required by the City or the Engineer / Architect. The services requested by the City which are required to be provided by an Independent Testing Laboratory shall be paid by the City unless otherwise stated in the Contract Documents. Contractor may not rely upon any testing performed by the City or the Engineer / Architect but shall remain solely responsible for insuring compliance with all Contract Documents and testing requirements. The Contractor shall be responsible for the payment of any of its testing. ARTICLE VIII CONTRACT ADMINISTRATION 8.1 The Engineer/ Architect 8.1.1. The Engineer / Architect for this project is BEA Architects, Inc., c/o Adrian Price, R.A, 11575 NW 7th Avenue, Miami, Florida 33168, adrian@beai.com, 305.461.2053. In the event the City should find it necessary or convenient to replace the Engineer / Architect the City shall retain a replacement Engineer/ Architect and the status of the replacement Engineer/ Architect shall be that of the former Engineer / Architect. 8.2 Engineer / Architect's Administration 8.2.1. The Engineer / Architect, unless otherwise directed by the City in writing, will perform those duties and discharge those responsibilities allocated to the Engineer / Architect as set forth in this Contract. The Engineer / Architect shall be the City's representative from the effective date of this Contract until final payment has been made. The Engineer/ Architect shall be authorized to act on behalf of the City only to the extent provided in this Contract. 8.2.2. The City and the Contractor shall communicate with each other in the first instance through the Engineer / Architect. The Contractor and the Engineer / Architect, however, shall copy the City's designated representative with any and all written communications by and between the Page 19 of 42 369 parties. The City's designated representative for the receipt of any such communications, or copies of same, is Richard Labinsky, Project Manager, whose address is City of Sunny Isles Beach, 18070 Collins Avenue, Sunny Isles Beach FL 33160. The City reserves the right to change its designated representative upon written notice to the Contractor and Engineer / Architect. 8.2.3. The Engineer / Architect shall be the initial interpreter of the requirements of the drawings and specifications and the judge of the performance there under by the Contractor. The Engineer / Architect shall render written or graphic interpretations necessary for the proper execution or progress of the Work with reasonable promptness on request of the Contractor. 8.2.4. The Engineer / Architect will review the Contractor's Invoice and will certify to the City for payment to the Contractor, those amounts then due the Contractor as provided in this Contract. 8.2.5. The Engineer / Architect shall have authority to reject Work which is defective or does not conform to the requirements of this Contract. If the Engineer / Architect deems it necessary or advisable, the Engineer / Architect shall have authority to require additional inspection or testing of the Work for compliance with Contract requirements. 8.2.6. The Engineer / Architect will review and approve, or take other appropriate action as necessary, concerning the Contractor's submittals including Shop Drawings, Product Data and Samples. Such review, approval or other action shall be for the sole purpose of determining conformance with the design concept and information given through the Contract Documents. 8.2.7. The Engineer / Architect will prepare Change Orders and may authorize minor changes in the Work upon approval from the City by Field Order as provided elsewhere herein. 8.2.8. The Engineer / Architect shall, upon written request from the Contractor, conduct inspections to determine the date of Substantial Completion and the date of Final Completion, will receive and forward to the City for the City's review and records, written warranties and related documents required by this Contract and will issue a final Certificate for Payment upon compliance with the requirements of this Contract. 8.2.9. The Contractor agrees, acknowledges, and warrants that it has no third party beneficiary rights, or other rights, arising out of any contract by and between the City and the Engineer / Architect and, in the event of any conflict between the terms and provisions of the contract by and between the City and the Engineer / Architect and this Contract, the terms of this Contract shall control with respect to the Contractor. 8.2.10. If the Contractor fails any inspection which requires a re -inspection by the Engineer / Architect or any of its design consultants, the Contractor shall bear the cost of such repeat inspection(s) which cost may be deducted by the City from any sums otherwise due the Contractor. Page 20 of 42 370 8.3 Claims by the Contractor 8.3.1. Except as prohibited in Paragraph 8.3.5.1 herein below, all Contractor claims shall be initiated by written notice and claim to the City and the Engineer / Architect, as applicable. Such written notice and claim must be furnished within three (3) days after occurrence of the event, or the first appearance of the condition giving rise to the claim. 8.3.2. Pending final resolution of any claim of the Contractor, the Contractor shall diligently proceed with performance of this Contract and the City shall continue to make payments to the Contractor in accordance with this Contract. The resolution of any claim under this Paragraph 8.3 shall be reflected by a Change Order executed by the City, the Engineer / Architect and the Contractor. 8.3.3. Claims for Concealed and Unknown Conditions. Should concealed and unknown conditions encountered in the performance of the Work (a) below the surface of the ground or (b) in an existing structure be at variance with the conditions indicated by this Contract, or should unknown conditions of an unusual nature differing materially from those ordinarily encountered in the area and generally recognized as inherent in Work of the character provided for in this Contract, be encountered, the Contract Price shall be equitably adjusted by Change Order upon the written notice and claim by either party made within three (3) days after the first observance of the condition. As a condition precedent to the City having any liability to the Contractor for concealed or unknown conditions, the Contractor must give the City and the Engineer / Architect written notice of, and an opportunity to observe, the condition prior to disturbing it. The failure by the Contractor to make the written notice and claim as provided in this Subparagraph shall constitute a waiver by the Contractor of any claim arising out of or relating to such concealed or unknown condition. 8.3.4. Claims for Additional Costs. Except as prohibited in Paragraph 8.3.5 herein below, if the Contractor wishes to make a claim for an increase in the Contract Price, as a condition precedent to any liability of the City therefore, the Contractor shall give the Engineer / Architect and the City written notice of such claim within three (3) days after the occurrence of the event, or the first appearance of the condition, giving rise to such claim. Such notice must be given by the Contractor before proceeding to execute any additional or changed Work. The failure by the Contractor to give such notice and to give such notice prior to executing the Work shall constitute a waiver of any claim for additional compensation. 8.3.4.1. In connection with any claim by the Contractor against the City for compensation in excess of the Contract Price, any liability of the City for the Contractor's cost shall be strictly limited to direct costs incurred by the Contractor. Direct costs do not include the Contractor's home office overhead, loss of efficiency, consequential damages of the Contractor, or equipment costs in excess of actual equipment rental paid by the Contractor to a third party. The City shall not be liable to the Contractor for claims of third parties, including Subcontractors, unless and until liability of the Contractor has been established therefore in a court of competent jurisdiction. Page 21 of 42 371 8.3.5. Claims for Additional Time. If the Contractor is delayed in progressing any task which at the time of the delay is then critical or which during the delay becomes critical, as the sole result of any act or neglect to act by the City or someone acting in the City's behalf, or by changes ordered in the Work, unusual delay in transportation, unusually adverse weather conditions not reasonably anticipatable, fire or any causes beyond the Contractor's control, then the date for achieving Substantial Completion of the Work shall be extended upon the written notice and claim of the Contractor to the City and the Engineer / Architect for such reasonable time as the Engineer / Architect and the City may determine. Any notice and claim for an extension of time by the Contractor shall be made not more than three (3) days after the occurrence of the event or the first appearance of the condition giving rise to the claim and shall set forth in detail the Contractor's basis for requiring additional time in which to complete the Project. Said claim shall specifically include, among other things, an adjusted critical path (CPM) schedule reflecting precisely the delay and its claimed impact upon the Contractor's future performance. In the event the delay to the Contractor is a continuing one, only one notice and claim for additional time shall be necessary. If the Contractor fails to make such claim as required in this Subparagraph, any claim for an extension of time shall be waived. 8.3.5.1. In no event, and under no circumstances, shall the Contract Price/Sum be increased for, nor shall the Contractor claim, recover, or receive payment for, any cost, expense, damages, or compensation of any kind by reason of any delay to the Project, whether critical or non-critical, and whether caused in whole or in part by the City. The Contractor shall not be entitled to any direct, indirect, consequential, impact, or other costs, expenses, or damages, including but not limited to, costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever, whether such delay, disruption, interference, or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable. It is further agreed that such direct costs do include the Contractor's home office overhead, loss of efficiency, consequential damages, or equipment costs in excess of actual equipment rental paid by the Contractor to a third party. The Contractor's sole and exclusive remedy for delay, hindrance, and disruption shall be an extension of the Contract Time provided a claim for same is made and is allowable pursuant to the provisions of Paragraph 8.3.5 hereinabove. 8.4 Field Orders 8.4.1. The Engineer / Architect after first obtaining approval from the City, shall have authority to order minor changes in the Work not involving a change in the Contract Price or in Contract Time and not inconsistent with the intent of the Contract. Such changes shall be affected by Field Order and shall be binding upon the Contractor. The Contractor shall carry out such Field Orders promptly. ARTICLE IX SUBCONTRACTORS 9.1 Definition 9.1.1. A Subcontractor is an entity that has a direct contract with the Contractor to perform a portion of the Work. Page 22 of 42 372 9.2 Award of Subcontracts 9.2.1. Upon execution of the Contract, or as may be required by the Instructions to Bidders, the Contractor shall furnish the City, in writing, the names of persons or entities proposed by the Contractor to act as a Subcontractor on the Project. The City shall promptly reply to the Contractor, in writing, stating any objections the City may have to such proposed Subcontractor. The Contractor shall not enter into a Subcontract with a proposed Subcontractor with reference to whom the City has made timely objection. The Contractor shall not be required to Subcontract with any party to whom the Contractor has objection. 9.2.2. All subcontracts shall afford the Contractor rights against the Subcontractor which correspond to those rights afforded to the City against the Contractor herein, including those rights afforded to the City by Subparagraph 12.2.1 below. ARTICLE X CHANGES IN WORK 10.1 Changes Permitted 10.1.1. Changes in the Work within the general scope of this Contract, consisting of additions, deletions, revisions, or any combination thereof, may be ordered without invalidating this Contract, by Change Order, Construction Change Directive or by Field Order. 10.1.2. Changes in the Work shall be performed under applicable provisions of this Contract and the Contractor shall proceed promptly with such changes. 10.2 Change Order Defined 10.2.1. Change Order shall mean a written order to the Contractor executed by the City and the Engineer/ Architect issued after execution of this Contract, authorizing and directing a change in the Work or an adjustment in the Contract Price or the Contract Time, or any combination thereof. The Contract Price and/or the Contract Time may be changed only by Change Order. 10.3 Changes in the Contract Price 10.3.1. Any change in the Contract Price resulting from a Change Order shall be determined as follows: (a) by mutual agreement between the City and the Contractor as evidenced by (1) the change in the Contract Price being set forth in the Change Order, (2) such change in the Contract Price, together with any conditions or requirements related thereto, being initialed by both parties and (3) the Contractor's execution of the Change Order, or (b) if no mutual agreement occurs between the City and the Contractor, then, as provided in Subparagraph 10.3.2 below. 10.3.2. The Contractor shall be bound by the following conditions and procedures governing additional work under the Contract. Page 23 of 42 373 10.3.2.1. Any change order must be recommended by the City's representative and approved by the City before any steps are taken to implement the change order. 10.3.2.2. Should the Contractor commence work without making a claim in writing for unforeseen extra work encountered, it will be construed as an acceptance and agreement that such work is required under the Contract and no further claim for such extras will be considered or allowed by the City. 10.3.2.3. Changes in the Work directed by the Engineer / Architect shall become part of the Contract only by written change order. 10.3.2.4. Information regarding changes in the Work for additional work, credits and adjustments under the Contract shall be promptly transmitted in writing by the Contractor to the Engineer / Architect with full explanations and justifications for consideration in preparing a change order to the Contract. 10.3.2.5. Contractor shall allow twenty-one (21) calendar days for the Engineer / Architect to review and respond to the City on Contractor submitted Requests for Change Order pricing and Contractor submitted pricing for City initiated proposal requests. This review time is only for correctly submitting pricing. Submitted pricing found not to be in correct format, or containing pricing that relates to Work clearly not part of the change, or contains SubContractor pricing not in the correct format, or contains Sub -Contractor pricing that relates to Work clearly not part of the change, will not be reviewed and returned to the Contractor for proper submission and as such, no Contractor claims for delay will be accepted as a result of extended response time due to improper pricing submission. 10.3.2.6. The Engineer / Architect will review properly submitted Contractor pricing and compare submitted pricing with published pricing data contained in the Building Cost Data, Mechanical Cost Data and Electrical Cost Data, latest edition, as published by R.S. Means Company, Inc. Contractor submitted pricing found to be in excess of five (5%) percent above the stated published pricing will not be accepted and as such, no Contractor claims for delay will be accepted as a result of extended response time due to excessive pricing submittal by the Contractor. 10.3.3. The value of any change ordered under the Contract for extra work or any reductions in work required, shall be determined under one or more of the following procedures before a written change order is issued. 10.3.3.1. By Unit Price named in the contract or subsequently agreed upon by the City and the Contractor, which prices shall include Contractors overhead and profit. 10.3.3.2. By Lump Sum Price agreed upon by the City and the Contractor, which price.shall include overhead and profit. A breakdown of the estimated costs comprising the lump sum price may be required by the Engineer / Architect for review. Percentage for overhead and profit shall be determined in accordance with the method listed described under Overhead and Profit below. 10.3.3.3. By a Cost -Plus -Price on total actual costs, plus an added percentage, all determined as described under Overhead and Profit below. Page 24 of 42 374 10.3.3.4 Overhead and Profit (a) Subcontractor's overhead, including supervision and the furnishing, use and maintenance of small tools and ordinary equipment incidental to and required for the Work shall be just and fully compensated for by adding an amount equal to FIVE PERCENT (5%) of the sum of material and labor costs as defined under Subcontractor's profit below, but excluding equipment rental costs. (b) Subcontractor's profit may then be added to the above material costs and labor costs including the Overhead allowance at the rate of FIVE PERCENT (5%) of the sum of those costs, excluding equipment rental costs. (c) Contractor's overhead, including general supervision and the furnishing, use and maintenance of small tools incidental to and required for the Work accomplished by its own direct labor shall be considered to be just and fully compensated for by adding an amount equal to FIVE PERCENT (5%) of the sum of material and labor costs as defined under Material costs and Labor costs below, but excluding equipment rental costs and bond allowance. (d) Contractor's overhead, including general supervision and the furnishing, use and maintenance of small tools and equipment incidental to and required for the Work accomplished by subcontractors shall be considered to be just and fully compensated for by adding an amount equal to FIVE PERCENT (5%) of the sum of material and labor costs as defined under Material costs and Labor costs below, but excluding equipment rental costs and bond allowance. (e) Contractor's profit may then be added into the above material costs and labor costs, including the Overhead allowance at the rate of FIVE PERCENT (5%) of the sum of those costs, excluding equipment rental costs. 10.3.3.5. Bond Allowance. For maintaining the Public Construction Bond at 100% of the Contract Price, a sum of ONE PERCENT (1%) of the total cost of the change (including material, labor, overhead and profit, and equipment rental) shall be allowed on all change orders. 10.3.3.6. Material costs actually recorded by the Contractor and the subcontractor as materials are delivered to the site and, as evidenced from originally receipted invoices, listing appropriate quantities and unit prices. Records in proper form shall be maintained and made available to the Engineer / Architect and the City at all times. 10.3.3.7. Labor Costs represented by the actual wages paid to all laborers, apprentices, journeymen, and foremen involved in and necessary to completing the particular construction operations, for each day and every hour such labor teams and foremen are actually employed on the extra work required, including the net cost of insurance, social security and Workmen's Page 25 of 42 375 Compensation. Records in proper form shall be maintained and be made available to the Engineer / Architect and the City at all times. 10.3.3.8. Rentals for special equipment or machinery such as power driven roller, tractors, trucks, shovels, drills, mixers, pumps, hoists, etc. required for the economical performance of the work at reasonable rental prices agreed upon before work commences, shall be allowed the Contractor and subcontractors by the Engineer / Architect and the City for each and every hour such special equipment is in use on the particular work. To the sum of such equipment rentals, no additional percentage shall be added. 10.3.3.9. Owned Equipment for certain owned heavy or specialized equipment (defined as tools and equipment with an individual purchase cost of more than One Thousand Dollars ($1000)) brought on to the job site specifically for change order work shall be valued at 75 percent of the monthly rental divided by 176 to arrive at a maximum hourly rate to be applied to the hours the equipment is used performing the change order work. Fuel and an operator necessary to utilize the equipment will be considered as a separate direct cost associated with the change order work. No recovery will be allowed for heavy or specialized equipment that is already on the jobsite and is necessary to complete work of the original contract. No recovery will be allowed for hand tools, power tools, minor equipment, work vehicles (including pickup trucks and cargo vans), simple scaffolds, etc. The longest period oftime that the equipment is to be required for the work will be the basis for pricing. Downtime due to repairs, maintenance and weather delays will not be allowed. 10.4 Minor Changes 10.4.1. The Engineer / Architect, after first obtaining express written approval from the City, shall have authority to order minor changes in the Work not involving a change in the Contract Price or an extension of the Contract Time and not inconsistent with the intent of this Contract. Such minor changes shall be made by written Field Order, and shall be binding upon the City and the Contractor. The Contractor shall promptly carry out such written Field Orders. 10.5 Effect of Executed Change Order 10.5.1. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work, this Contract as thus amended, the Contract Price and the Contract Time. The Contractor, by executing the Change Order, waives and forever releases any claim against the City for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. 10.6 Notice to Surety; Consent 10.6.1. As a condition precedent for the certification, approval or payment of any Application for Payment, or as a condition precedent for the approval or execution by the City of any Change Order, or as a condition precedent for any action required by the City under this Contract, the City may demand, and the Contractor shall furnish, an appropriately executed Consent of Surety in such form as the City may specify. Page 26 of 42 376 10.7 Emergency Change Orders 10.7.1. In an emergency that presents immediate danger to person or property, the City's designated representative may order a change in the Work that shall be documented within three (3) days from the inception of said emergency in accordance with the change order requirements of Article X of this Contract. 10.8 Construction Change Directive 10.8.1. If the City and the Contractor cannot agree on the cost of a change in the Work, the City may issue a written Construction Change Directive ordering a change in the Work prior to reaching agreement with the Contractor on the adjustment, if any, in the Contract Price and/or the Contract Time. 10.8.2. The City and the Contractor shall negotiate expeditiously and in good faith for appropriate adjustments, as applicable, to the Contract Price and/or the Contract Time arising out of a Construction Change Directive. Within 15 days of issuance of the Construction Change Directive, the City will issue a Change Order based upon the Engineer / Architect's estimate for the cost of the Work and any additional agreed upon time extension in accordance with Article 10.3. When a resolution has been reached on the total cost of the Work and the cost of the Work is more or less than the Engineer / Architect's estimate, a final adjusting Change Order will be issued for the difference in both cost and time as is applicable. ARTICLE XI UNCOVERING AND CORRECTING WORK 11.1 Uncovering Work 11.1.1. If any of the Work is covered contrary to the Engineer / Architect's request or to any provisions of this Contract, it shall, if required by the Engineer / Architect or the City, be uncovered for the Engineer / Architect inspection and shall be properly replaced at the Contractor's expense without change in the Contract Time. 11.1.2. If any of the Work is covered in a manner not inconsistent with Subparagraph 11.1.1 above, it shall, if required by the Engineer / Architect or the City, be uncovered for the inspection of the Engineer / Architect or the City. If such Work conforms strictly with this Contract, costs of uncovering and proper replacement shall by Change Order be charged to the City. If such Work does not strictly conform with this Contract, the Contractor shall pay the costs of uncovering and proper replacement. 11.2 Correcting Work 11.2.1. The Contractor shall immediately proceed to correct Work rejected by the .Engineer / Architect or the City as defective or failing to conform to, this Contract. The Contractor shall pay all costs and expenses associated with correcting such rejected Work, including any additional testing and inspections, and reimbursement to the City for the Engineer / Architect services and expenses made necessary thereby. Page 27 of 42 377 11.2.2. If within one (1) year after Final Completion of the Work any of the Work is found to be defective or not in accordance with this Contract, the Contractor shall correct it promptly upon receipt of written notice from the City. This obligation shall survive final payment by the City and termination of this Contract. With respect to Work completed after Final Completion, this one-year obligation to specifically correct defective and non -conforming Work shall be extended by the period of time which elapses between Final Completion and acceptance of the subject Work by the City and the Engineer / Architect. 11.2.3. Nothing contained in this Paragraph 11.2 shall establish any period of limitation with respect to other obligations which the Contractor has under this Contract. Establishment of the one-year time period in Subparagraph 11.2.2 relates only to the duty of the Contractor to specifically correct the Work. 11.3 The City May Accept Defective or Non -conforming Work 11.3.1. If the City chooses to accept defective or non -conforming Work, the City may do so. In such event, the Contract Price shall be reduced by the greater of: (a) the reasonable cost of removing and correcting the defective or non -conforming Work, and (b) the difference between the fair market value of the Project as constructed and the fair market value of the Project had it not been constructed in such a manner as to include defective or nonconforming Work. If the remaining portion of the unpaid Contract Price, if any, is insufficient to compensate the City for its acceptance of defective or non -conforming Work, the Contractor shall, upon written demand from the City, pay the City such remaining compensation for accepting defective or non -conforming Work. ARTICLE XII CONTRACT TERMINATION 12.1 Termination by the Contractor 12.1.1. If the Work is stopped for a period of ninety (90) days by an order of any court or other public authority, or as a result of an act of the Government, through no fault of the Contractor or any person or entity working directly or indirectly for the Contractor, the Contractor may, upon twenty (20) days' written notice to the City and the Engineer / Architect terminate performance under this Contract and recover from the City payment for the actual reasonable expenditures of the Contractor (as limited in Subparagraph 10.3.2 above) for all Work executed and for materials, equipment, tools, construction equipment and machinery actually purchased or rented solely for the Work, less any salvage value of any such items. 12.1.2. If the City shall persistently or repeatedly fail to perform any material obligation to the Contractor for a period of thirty (30) days after receiving written notice from the Contractor of its intent to terminate hereunder, the Contractor may terminate performance •:under this Contract by written notice to the Engineer / Architect and the City. In such event, the Contractor shall be entitled to recover from the City as though the City had terminated the .Contractor's performance under this Contract for convenience pursuant to. Subparagraph 12.2.1 hereunder. Page 28 of 42 378 12.2 Termination by the City 12.2.1. For Convenience 12.2.1.1. The City may for any reason whatsoever terminate performance under this Contract by the Contractor for convenience. The City shall give written notice of such termination to the Contractor specifying when termination becomes effective. 12.2.1.2. The Contractor shall incur no further obligations in connection with the Work and the Contractor shall stop Work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The City may direct the Contractor to assign the Contractor's right, title and interest under terminated orders or subcontracts to the City or its designee. 12.2.1.3. The Contractor shall transfer title and deliver to the City such completed or partially completed Work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. 12.2.1.4. (a) The Contractor shall submit a termination claim to the City and the Engineer / Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Engineer / Architect. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the City shall pay the Contractor, an amount derived in accordance with subparagraph (c) below. (b) The City and the Contractor may agree to the compensation, if any, due to the Contractor hereunder. (c) Absent agreement to the amount due to the Contractor, the City shall pay the Contractor the following amounts: Contract prices for labor, materials, equipment and other services accepted under this Contract; ii. Reasonable costs incurred in preparing to perform and in performing the terminated portion of the Work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for overhead in the amount of five percent (5%) of the Contractor's direct costs, and a reasonable allowance for profit in the amount of five percent (5%) of the Contractor's direct costs (such profit shall not include anticipated profit or consequential damages); and profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it appears that the Contractor would have not profited or would have sustained a loss if the entire Contract would have Page 29 of 42 379 been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; iii. Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 12.2.1.2 of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 12.2.1 shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. 12.2.2 For Cause 12.2.2.1. If the Contractor refuses or fails to prosecute the Work in a timely manner, supply enough properly skilled workers, administrative, managerial and supervisory personnel or proper equipment or materials, or if it fails to make prompt payment to Subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a material provision of this Contract, then the City may by written notice to the Contractor, without prejudice to any other right or remedy, terminate the employment of the Contractor and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods it may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. 12.2.2.2. If the unpaid balance of the Contract Price exceeds the cost of finishing the work, including compensation for the Architect's additional services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the City. This obligation for payment shall survive the termination of the Contract. 12.2.2.3. In the event the employment of the Contractor is terminated by the City for cause pursuant to Subparagraph 12.2.2 and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 12.2.1 and the provisions of Subparagraph 12.2.1 shall apply. ARTICLE XIII INSURANCE 13.1. Contractor agrees, at its sole expense, to maintain on a primary, noncontributory basis during the life of this Contract, or the performance of work under this Project, insurance coverages, limits, and endorsements as required herein. The Contractor agrees the insurance requirements herein as well as City's review or acknowledgement, is not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Contractor under this Contract. Any coverage maintained by the City shall apply excess .of, or contingent upon the absence of, other insurance required or maintained by Contractor. All insurance policies and bonds Page 30 of 42 380 required by this Contract shall be issued by an insurance company, acceptable to the City and authorized to do business in the State of Florida with an A.M:Best rating of B+ or better. 13.2. Commercial General Liabilitv. Contractor agrees to maintain Commercial General Liability at a limit of liability not less than $1,000,000.00 Each Occurrence $2,000,000.00 Annual Aggregate on a primary and non-contributory basis, including the City of Sunny Isles Beach as an Additional Insured. Coverage must be offered in a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and shall specifically include the following with minimum limits not less than those required for Bodily Injury Liability and Property Damage Liability: • Premises and Operation; • Independent Contractors; • Products and/or Completed Operations Hazard; • Broad Form Property Damage • Broad Form Contractual Coverage applicable to this Contract, including any hold harmless and/or Indemnification Agreement; • Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability; • $5,000,000 Umbrella/Excess Liability over and above and following the above mentioned General Liability & Business Automobile Liabilities. 13.3. Business Automobile Liabilitv. Contractor agrees to maintain Business Automobile Liability at a limit of liability not less than $1,000,000.00 per Occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Owned, Non -Owned & Hired automobiles, and Employer's Non -City ship. 13.4. Worker's Compensation & Employer's Liabilitv. Contractor agrees to maintain Worker's Compensation & Employers Liability Insurance in accordance with Florida Statutes, including Employer's Liability of $1,000.000.00 13.5. Environmental Pollution Insurance. Contractor shall maintain Environmental Pollution Insurance for pollution -related incidents, including the cost of cleaning up a site after a pollution -related incident, with limits not less than $500,000.00 per occurrence, with a deductible not greater than $100,000.00. An additional form or endorsement to the Commercial General Liability Insurance to include Environmental Pollution Insurance coverage providing the specified coverage is acceptable. 13.6. Builder's Risk Insurance. Contractor, prior to notice to proceed or commencement of Work, whichever occurs first, agrees to maintain Builder's Risk insurance with an amended policy period not less than the Contract Time, plus three (3) months, affording coverage to protect the insurable interests of the City, Contractor, sub -contractors, including property acquired under a Page 31 of 42 381 sales tax incentive program, property in transit, and property on or off -premises, which shall become part of the Work. Coverage shall be written on an All -Risk, Replacement Cost, and Completed Value Form basis in an amount at least equal to one -hundred 100% of the projected completed value of the Work, as well as subsequent modifications of that sum due to Change Orders, with a deductible of not more than $50,000.00 per claim. . 13.7. Additional Insured Endorsement. Contractor agrees to endorse the City as an Additional Insured on the Commercial General Liability with the following Additional Insured endorsement, or similar endorsement providing equal or broader Additional Insured coverage, the CG 2010 07 04 or GC 2010 0413 Additional Insured - Owners, Lessees, or Contractors — Scheduled Person or Organization endorsement in combination with the additional endorsement GC 20 3710 01 or GC 20 37 04 13 Additional Insured — Owners, Lessees, or Contractors — Completed Operations. The name of the organization endorsed as Additional Insured for all endorsements shall read "City of Sunny Isles Beach". 13.8. Waiver of Subrogation. Contractor agrees by entering into this written Contract to a Waiver of Subrogation in favor of the City, Contractor, Sub -Contractors, Architects, or Engineer for each required policy providing coverage during the life of this Contract. When required by the insurer, or should a policy condition not permit the Contractor to enter into a pre -loss Contract to waive subrogation without an endorsement, the Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or an equivalent endorsement. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition that specifically prohibits such an endorsement, or voids coverage should the Contractor enter into such Contract on a pre -loss basis. 13.9. Right to Revise or Reject. Contractor agrees the City reserves the right, but not the obligation, to review or revise any insurance requirement, not limited to limits, coverages and endorsements based on insurance market conditions affecting the availability or affordability of coverage; or changes in the scope of work / specifications affecting the applicability of coverage. Additionally, the City reserves the right, but not the obligation, to review and reject any insurance policies failing to meet the criteria stated herein, or any insurer(s) providing coverage due of its poor financial condition or failure to operating legally in the State of Florida. In such events, City shall provide Contractor written notice of such revisions or rejections. 13.10. Certificate of Insurance. Contractor agrees to provide City a Certificate of Insurance evidencing that all coverages, limits and endorsements required herein are maintained and in full force and effect, and Certificates of Insurance shall provide a minimum thirty (30) day endeavor to notify, when a manuscript notice endorsement is available by Contractor's insurer. If the Contractor receives a non -renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, Contractor agrees to notify the City by fax or email within five (5) business days with a copy of the non -renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. The Certificate Holder(s) address shall read: Original to: City of Sunny Isles Beach Risk Management Division Attn: Risk Manager Page 32 of 42 382 18070 Collins Avenue Sunny Isles Beach, FL 33160 YLondono@sibfl.net 13.11. Other Terms. City shall have the right, but not the obligation, of prohibiting Contractor from entering the Project site until a new Certificate of Insurance is provided to the City evidencing the replacement coverage. The Contractor agrees the City reserves the right to withhold payment to Contractor until evidence of reinstated or replacement coverage is provided to the City. If the Contractor fails to maintain the insurance as set forth herein, the Contractor agrees the City shall have the right, but not the obligation, to purchase replace mehtUnsurance, which the Contractor agrees to reimburse any premiums or expenses incurred by the City. ARTICLE XIV MISCELLANEOUS 14.1 Governing Law/Jurisdiction/Venue 14.1.1. The Contract shall be governed by the laws of the State of Florida. Except as set forth in Article 7, should the parties be involved in legal action arising under, or connected to, this Contract, each party will be responsible for its own attorneys' fees and costs. The venue for any litigation will be Miami -Dade County, Florida. 14.2 Successors and Assigns 14.2.1. The City and Contractor bind themselves, their successors, assigns and legal representatives to the other party hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in this Contract. The Contractor shall not assign this Contract without written consent of the City. As a condition to any assignment, the assignee shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements in this Contract. 14.3 Public Construction Bond 14.3.1. The Contractor shall furnish a Public Construction Bond to the City, to include payment and performance, in an amount not less than one hundred percent (100%) of the Contract Price. The bond furnished by the Contractor shall incorporate by reference the terms of the Contract as fully as though they were set forth verbatim in such bonds. In the event the Price is adjusted by Change Order executed by the Contractor, the penal sum of the bond shall be deemed increased by like amount. The bond furnished by the Contractor shall be in form required by the City and in conformity with Section 255.05, Florida Statutes, shall be recorded in the Public Records of Miami -Dade County before construction commences, and shall be executed by a surety, or sureties, reasonably suitable to the City. Page 33 of 42 383 14.4 Non -Discrimination 14.4.1. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 14.5 Discriminatory Vendor List 14.5.1. Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. By execution of this Contract, Contractor represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. 14.6 Public Entity Crimes' 14.6.1. Pursuant to Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. By execution of this Contract, Contractor represents that it has not been placed on the convicted vendor list as provided in Section 287.133, Florida Statutes. Page 34 of 42 384 14.7 Scrutinized Companies 14.7.1. Pursuant to Florida Statutes Section 287.135, and subject to limited exceptions contained therein, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local governmental entity for goods or services if at the time of bidding, submitting a proposal for, or entering into or renewing a contract, the company is on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel. Contractors must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered that the company submitted a false certification, or at the time of bidding, submitting a proposal for, or entering into or renewing a contract, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute Section 215.473, or is or has been engaged in business operations in Cuba or Syria, after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Contractors must submit the certification that is attached to this agreement as Exhibit "B." Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Contractor of the City's determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. 14.8. E -Verify 14.8.1. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, Contractor is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by Contractor during the contract term. Further, Contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of Contractor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. The Contractor must retain the 1-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Exhibit "C." Page 35 of 42 385 14.9 Human Trafficking 14.9.1. Pursuant to Section 787.06, Florida Statutes, entitled "Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2), Florida Statutes. Contractor must submit the affidavit that is attached to this agreement as Exhibit "D," signed by an officer or an authorized representative of the Contractor, under penalty of perjury, attesting that Contractor does not use coercion for labor or services as defined in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material breach of contract. 15.1 Notice 15.1.1. In order for a notice to a party to be effective under this Contract, notice must be sent via U.S. certified mail, overnight delivery, or hand delivery to the addresses listed below and shall be effective upon mailing if sent by certified mail or overnight delivery and effective upon receipt if hand delivered. The addresses for notice shall remain as set forth herein unless and until changed by providing notice of such change in accordance with the provisions of this Section. If to Contractor: Jorge Lopez, President 7925 NW 12 Street, Suite 321 Doral, FL 33126 (786) 608-1406 info@waypointci.com If to City: Stan Morris, City Manager 18070 Collins Avenue Sunny Isles Beach, FL 33160 (305) 792-1701 smorris@sibfl.net With a copy to: City Attorney City Attorney's Office 18070 Collins Avenue Sunny Isles Beach, FL 33160 aboileau@ngnlaw.com ARTICLE XV WAIVER OF JURY TRIAL 16.1. City and Contractor hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, lawsuit or counterclaim based upon the Contract, arising out of, under, or in connection with the construction of the Work, or any course of conduct, course of dealing, statements (whether verbal or written) or the actions or inactions of any party. Page 36 of 42 386 AS TO CONTRACTOR: WAYPOINT CONTRACTING. INC. By: STATE OF FLORIDA: COUNTY OF MIAMI-DADE: Jorge Lq,-}yresident The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this 22 day of Mamh; 2025, by Jorge Lopez, a President of Waypoint Contracting, Inc. A�pv'i (SEAL) AVANAFERNANDEt .. 3 Notary Public - State of ricrida Commission # HH 45154: cF rti°r My Comm. Expires Oct 15, 2027 3anaed through National Notary Assn. /_i _�_ " ,N tar ublica of Florida (Sign�t, ture of Notary Public) (Print, Type, or Stamp Commissioned Name of Notary Public) Personally Known X or Produced Identification _ Type of Identification Produced: [ADDITIONAL SIGNATURE PAGE TO FOLLOW] Page 37 of 42 ATTEST: BY:. a Mauri io Betanc r CMC City Clerk BY: Department Head AS TO CITY: CITY OF SU BY; Larisa BEACH n, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: ,-^r Iain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Page 38 of 42 Page 39 of 42 MIR:] I Page 40 of 42 Oh SV N Y'��O ` a i CONTRACTOR ANTI -BOYCOTT CER TIFICATION S�Crr .LOA'N�ha [PURSUANT TO FLORIDA STATUTE § 287.1351 I, Jorge Lopez , on behalf of Waypoint Contracting, Inc Print Name Company Name certifies that Waypoint Contracting, Inc does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism Sectors List; and 5. Has not engaged in business operations in Cuba or Syria. Title 4.21.2025 Date Page 41 of 42 E-Verifi,• Affidavit Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E - Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E Verify system. Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractorwith an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.a-verify.sov/empfovers/enrolling-in-e-verify) and follow the Instructions. The contractor must, as usual, retain the 1-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. WaypoinACpy(*acting, Inc Jorge 81-4602789 Federal Employer Identification Number (FEIN) Date President Title Sworn to and subscribed before me on this this _ZZ- day of ( 20a By i Vw,-te- Is personally known to me ❑ Has produced identification (type of identification produced: _ ) IA - f � = Notary publ c . State oEFlarida Signatur of No�ary P blic i �. �r ?s� o Commission # HH 45, 5 Print or Stamp of Notary Public R MY M. Expires Oct 15, 2027 9onded through National votarY Assn• xpipirat on Dat Page 42 of 42 Sv'N�Y S< Affidavit of Compliance with Anti -Human Trafficking Laws The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of perjury, as follows: 1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. (Source: § 787.06 (13), Florida Statutes Human Trafficking). 2. The undersigned is authorized to execute this affidavit on Date. April 21 , 2025 Signed: Entity: Waypoint Contracting, Inc Name: Jorge Loi Title: President STATE OF �l�„;.,1ar,• COUNTY OF of Entity. The foregoing instrument was acknowledged before me, by means of ?Lphysical presence or El online notarization, this day of A v v l I 201f5, by Notary Public Signature:. Print Name: kv m ` eyr , rn,tOL My commission expires: 044, I 2c, 2 'o� S0, C/Tr OF SUN PCO TO: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 305.947.0606 sibfi.net MEMORANDUM Larisa Svechin, Mayor Alex Lama, Vice Mayor Jerry Joseph, Commissioner Fabiola Stuyvesant, Commissioner Jeniffer Viscarra, Commissioner Honorable Mayor, Vice Mayor, and Commissioners Stan Morris, City Manager 4 � March 28, 2025 Government Center Annex Stan Morris, City Manager Mauricio Betancur, City Clerk At the regular March Commission meeting, some unanticipated questions and accusations regarding the agenda item to approve an agreement with Waypoint Inc to construct the Annex at the Government Center were discussed. Without the ability to respond factually, the item was deferred to provide ample time to respond in detail to reinforce the objectives of this agenda item. As was pointed out, this subject has been evolving and progressing for many years, in full transparency. Here we will recap each point and provide the answer and backup information for your review. This document is lengthy and voluminous as I take the false allegations of misconduct by me or our staff very seriously. I want to ensure that you have all the information and that you understand that my role at every turn is to present you with the best recommendation from a business standpoint. That is my job. Ultimately, it is your decision. As a professional, credentialed manager, I can only advise you. It is by your decisions and your direction in which we proceed. A claim was made that this process was manipulated from the start. Each step of the process came before this Commission for a vote. The process was fully transparent with agenda memos and meeting discussions, open to the public, thoroughly explaining the facts. To remind everyone, the facts are as follows: History: • Tony Roma's defaulted on their lease with the City. • Through Resolution Number 2020-3152 in December of 2020, a settlement agreement was approved by the City Commission releasing Tony Roma's from their financial obligations to the City. With over $106,500 in back rent due and a contract default of $852,000, the City Manager at that time negotiated a final payment of $80,000 and left the City with a facility that was unusable. This early termination resulted in a vacant, unusable space in the condition it was left in and a financial loss to the City. (Attachment 1) • While vacant, there was discussion regarding a stand-alone Police Station that would provide greater visibility for the Police Department and the needed space Page 1 of 6 389 for a growing department. This concept delayed a bid for a new restaurant while this option could be further researched. In July of 2021, the City Commission passed Resolution 2021-3215 directed the city manager to solicit proposals from an architectural and engineering firm to conduct a feasibility study of this concept. (Attachment 2) • In February of 2022, the City Commission passed Resolution 2022-3302 to enter into an agreement with Architects Design Group to conduct a needs assessment and site feasibility study. (Attachment 3) • While the study was being performed, in July 2022, the City Commission passed Resolution 2022-3376 unanimously to lease the space to Suffolk. This was a prudent and responsible action as it was currently vacant and revenues could be realized while the study was being conducted. (Attachment 4) • As the study continued, the City Commission approved Resolution 2022-3403 unanimously in September 2022 realizing the advantage of renting the space for some revenue while it was unusable to others. (Attachment 5) • At the City Commissions request, the City issued RFP 22-09-01 for a restaurant lease and operations at 18050 Collins Avenue in September 2022. Through the approval of Resolution 2022-3446 (Attachment .6), the bids were rejected at the recommendation of the City Manager at the December 2022 meeting. o After thorough review, I, as the City Manager, was not confident in the success of the two proposals for several reasons. I would only recommend for your approval something that I am confident is a good business decision for the city. ■ With over 400 contacts made, it was concerning that only two would follow through with submitting a proposal, as this is a long- term and financially significant commitment. ■ The past failure of two other restaurant operations agreements with the City. Tony Roma's and the Passion Restaurant Group, which was the proposed restauranteur for Gateway Park that canceled their agreement with the city after much was invested in time and planning by the City. ■ Being located immediately adjacent to the Government Center, it was important that it was a good fit; serving breakfast, lunch and dinner, affordable, family atmosphere and a safe environment for children and families that visit the library versus a happy hour, night club, party atmosphere. And in consideration of the safety of the numerous children that attend the library. Neither of these bidders met all of the criteria for those assurances. (Attachment 6.a.) o This was the recommendation of the City Manager. It was up to the City Commission to decide. After discussion, it was approved. ■ Three public speakers supported approving the resolution to reject all bids. ■ The discussion by the Commission supported the rejection of the bids. Page 2of6 390 Vice Mayor Lama proposed using this space for offices and focus on what is the business of the city and not try to be landlords. Consensus was to reject the bids and enter into a 6 -month lease extension with Suffolk. Commissioner Stuyvesant proposed to go back out to bid in 3 months but consensus wanted to wait so as not to waste bidders time to rebid and us not award in the event that Suffolk requested another extension or the garage construction was delayed. The rebid was specifically excluded from the motion. • On May 4, 2023, we held a special workshop on the site assessment and feasibility study for the Police Station in which the consultant ADG confirmed that the former Tony Roma's location was not suitable for a Police Station. • Through Resolution 2023-3459, the City Commission approved an amendment to the lease agreement with Suffolk to extend the term to June 2023 with additional rent totaling $20,000 / month, equal to the amount Tony Roma's was supposed to be paying had they not defaulted. (Attachment 7) • In July 2023, the City Commission approved Resolution 2023-3526 extending the lease with Suffolk again to July 31, 2023. (Attachment 8) o Note: Total revenues collected from Suffolk for the lease of the empty space left by the defaulted agreement with Tony Roma's was $276,742.31 which includes $61,739.36 in tax payments and $21,505.16 in utilities. • With several failed RFP processes, Procurement surveyed potential bidders as to why they did not bid. One big reason was parking. Currently there is not enough parking and is grossly insufficient for a full restaurant and event venue as what was proposed. Based on this information, it was suggested and approved to move forward with a smaller rental space that better fits the location, adjacent to the Government Center, and generates revenue while also providing office space for the Building Department. Therefore, the City issued a Letter of Interest (See Attachment 9 - Procurement Roadmap). • In January of 2024, after a bid process, the City Commission approved Resolution 2024-3611 (Attachment 10) that approved an agreement with BEA Architects, Inc for the renovation of the facility to house the Building Department and a cafe. This concept solved the problem of space in the Government Center and the desire for on-going income from the property as a rental. The contract price approved is $263,609.88 of which $192,785 has been spent to date. That is the history of where we are today. More recently, over the last couple of years, the City Manager has been tasked with evaluating and improving the Building Department. There were false accusations of incompetence and unethical behavior. As such, after resurrecting and credentialing the police department, I commenced a thorough review of the Building Department. We found that it met the highest ethical standards and was performing better than should be expected considering the poor working conditions in which they tolerated. This was an independent study through an objective and experienced consultant that sat on the board of the BOAF (Building Officials Association of Florida). Page 3 of 6 391 During this time, the Commission also directed that the Building Department "go fully digital" by January 2024. This was accomplished. However, the tools that were needed to perform this work fully digitally required larger monitors to review plans. These I -Plan tables require a great amount of space. Space that was not available on the 3rd floor of the Government Center. Suggestions such as moving part of their operation to the first floor were neither practical nor functional for several reasons, not least of which is the need for the first floor meeting room by all departments on a regular basis. Additionally, this is not good customer service or functionality to have the department split into two areas. These are carefully considered business decisions. Taking this directive from the City Commission, I presented the City Commission with three options. One was to rent space from another entity and pay rent for the space that was needed, another was to build the Police Station and create space at the Government Center, and third was to renovate the former Tony Roma's building to meet the needs of the Building Department, the Annex option. The Commission decided to move forward with the Annex option. (Attachment 11) This was neither manipulative nor done in secret. This was discussed at public meetings and administration moved forward with the consensus of the Commission. Following the last meeting in which the library concept came to light, we immediately researched this option so as to ensure that we are fulfilling the direction of the City Commission. Below is additional information from what was presented at the March Commission meeting: Claim - The library would pay for it o Fact — per the Director of the Library, they would only pay for the build out of the interior space. The bulk of the cost would be the responsibility of the City. This is the same as the original agreement between us for the existing library space. We could apply for grants but that will take time and there are no guarantees of funding. This would cost the City an estimated $2M and be a multi-year project. They do not pay rent. Their current agreement and any future agreements, would require them to pay for utilities and janitorial services only. This does not meet the Commission directive of generating income at this property. ■ The library also indicated that the current space at the annex is not large enough. With the cafe, only 6,757 square feet is available for the library without adding on to the building. They would need 10,418 square feet to have the same space as they have here. They utilize our meeting room for programming. They would want the meeting room for programming to be located at the same site so they are not crossing the driveway. • Commissioner Joseph inquired if a second floor could be added. The building foundation was reviewed by our structural inspector, and it was determined that the existing pile foundation and footers do not have the capacity to support an additional floor added on to the building. Page 4 of 6 392 o The library confirmed that they will not pay rent. They only pay for utilities as they currently do now. To remove the cafe to give the library the space it needs would remove the income the city would earn. o The library would be more interested in a potential move if they could own the property. That is only if the city conveys the property to them at no cost. • Claim — the bid that was rejected included over $31VII investment to the space that we would own. o Fact — past restaurant lease agreements negotiated and approved by past Administration and Commissions provided the funding to the future restauranteur for those improvements. This was expected by the bidder. An example is the Approval of Resolution 2015-2370 (Attachment 12) with the Passion Restaurant Group. Their proposal included an estimated $3.4M in improvements in which the City agreed to pay an estimated $1.25M, or 36.765% of the actual cost. Based on this previous practice, the improvements by this recent bidder may have cost the City over $1M. Another example was the original buildout of Beach Bar. They were given $40K for window replacements as well as rent abatement for 180 days after opening, thus resulting in a financial contribution for those improvements and a loss of revenue for the city. Under this Administration and Commission, utilizing a professional broker, resulted in no outlay of funds for improvements nor rent abatement resulting in a loss of revenue. Rather, this use of a professional broker resulted in a higher rental rate per square foot, the additional rent for CAM and a better negotiated lease agreement. • Claim — this process has been manipulated from the beginning. o Fact: As described in detail above, the City Commission has been informed and involved in every step of this process. Throughout this entire process, the City Commission had the opportunity to redirect administrations actions. Finally, an important item to consider is the timing of the proposed change of course. There could be substantial financial consequences with another delay of this project. I want you to be fully aware of those consequences before you make a final decision. • Upon review of the current agreement with Crema, the following items must be considered or amended: o The lease will have to be amended: ■ To change composite exhibit B, including possibly Lessor's Work. ■ To change critical milestones. ■ To change signage • Sec. 1.3/Sec. 9 — exclusive right to use and must maintain outdoor area — Crema may have issue. • Sec. 3 / Sec. 10 -- City has to deliver the property and complete its work by February 1, 2026 — if not, default and termination of lease at Crema's option. • Sec. 4 — will delay the commencement of rent. • Sec. 6.1 — if terminated, pay back security deposit - $10,214.17 • Sec. 6.2 — if terminated, pay back advanced rent - $20,400.00 Page 5of6 393 Sec. 20 — not sure if insurance required from Crema would be impacted because of an adjoining library. Sec. 22 — signage may be impacted if library also wants signage. In summary, the City Commission has been fully aware and updated on the entire process from the start. We have provided all related documents and backup for your review. I believe it is in the best interest of the city to move the project forward without any further delay. Page 6of6 394 ATTACHMENT 1 RESOLUTION NO. 2020 - 52.. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A SETTLEMENT AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND ROMACORP, INC., ATTACHED HERETO AS EXHIBIT "A"; PROVIDING THE CITY MANAGER AND THE CITY ATTORNEY WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach ("City") and RomaCorp., Inc. ("RomaCorp") entered into a lease agreement commencing on July 28, 2003 for the premises located at 18050 Collins Avenue, Sunny Isles Beach, Florida, wherein RomaCorp operated a Tony Roma's restaurant ("Lease"); and WHEREAS, disputes have arisen between the parties relating to the Lease and claims have been asserted by the respective parties concerning the possession of the premises and the payment of rent; and WHEREAS, City and RomaCorp deny the allegations that have been asserted against the other and maintain that they have acted in conformity with the provisions of the Lease and in accordance with applicable law; and WHEREAS, the Parties wish to avoid the expense, inconvenience, and uncertainty of protracted litigation, and have agreed to enter into a Settlement Agreement, which is attached hereto as Exhibit "A" and incorporated herein by reference, wherein RomaCorp agrees to pay to City the total sum of Eighty Thousand Dollars ($80,000.00), and the Lease will thereafter be terminated. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The foregoing recital paragraphs are hereby ratified and confirmed as being true and the same are hereby made part of this Resolution. Section 2. Approval of the Settlement Agreement. The City Commission hereby approves the Settlement Agreement between the City of Sunny Isles Beach and RomaCorp, Inc., attached hereto as Exhibit "A". Section 3. Authorization of City Manager and City Attorney_ The City Manager and City Attorney are hereby authorized to do all things necessary to effectuate the terms of this Resolution. Section 4. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 17t' day of D 'ember202O. George . chdltMayor 82020 Settlement Agmt w RomaCorp Page I oft 395 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: o 'Q L \fdward A. Dion, City Attorney r .. Moved by: jA:eA j/.S1S1'&A& ieo , jtarAeconded by: 49mu/5S1471 iga, V6 Vote: Mayor Scholl ✓ (Yes) (No) Vice Mayor Svechin Commissioner Goldman (Yes) (No) Commissioner Lama (Yes) (No) (Yes) (No) Commissioner Viscarra . (Yes) (No) 82020 Settlement Agmt w RomaCorp Page 2 of 2 396 7t�6 SONNY 2t �sA City of Sunny Isles Beach 16070 Collins Avenue = Sunny Isles Beach, Florida 33160 yyF �o` d (305) 947-0606 City Hall c, Fl°N �a�' y, oa sun � (305) 9493113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Christopher J. Russo, City Manager DATE: 12/17/2020 RE: Resolution Approving a Settlement Agreement with RomaCorp, Inc. RECOMMENDATION: This Resolution is presented for your consideration. REASONS: Due to difficult financial conditions, RomaCorp. and the City have agreed to terminate the remaining 32 months of the lease. Originally, we had set out to consider bringing in another restaurant. However, after dealing with the COVID-19 pandemic for many months we've learned much about social distancing and the importance of space for health and safety reasons. The third floor of City Hall currently houses our Building Department, Media Team, IT, Code Compliance, Licensing and Permitting, Engineering, and Planning and Zoning. In addition, there are many contractors, vendors, and residents that visit the third floor to conduct business. For these reasons, adequate space is necessary to ensure the health and safety of our visitors and employees. Therefore, we have determined that it is in the best interest of the City and our residents, and others who conduct business in the government center, to take possession of the former restaurant building and convert it into office space, primarily for the Building Department. In order to avoid the expense and uncertainty of a protracted litigation we have agreed on the settlement which allows for the termination of the lease and payment from Roma Corp. of $80,000.00. ATTACHMENTS: Description Resolution Settlement Agreement Item Number: 10.H. 397 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Settlement Agreement") is entered into by and between the City of Sunny Isles Beach, a Florida municipal corporation ("City") and RomaCorp, Inc., a foreign profit corporation ("RomaCorp" and, collectively with the City, the "Parties"). WHEREAS, the Parties entered into that certain Lease commencing on July 28, 2003 for the premises located at 18050 Collins Avenue, Sunny Isles Beach, Florida, wherein RomaCorp operated a Tony Roma's restaurant; and WHEREAS, disputes have arisen between the Parties relating to the Lease and claims have been asserted by the respective parties concerning the possession of the premises and the payment of rent; and WHEREAS, City and RomaCorp deny the allegations that have been asserted against the other and maintain that they have acted in conformity with the provisions of the Lease and in accordance with applicable law; and WHEREAS, the Parties wish to avoid the expense, inconvenience, uncertainty and distraction of protracted litigation, and do so without any admission of liability whatsoever by either of them. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follow: 1. The foregoing recitals are incorporated herein by reference. 2. The above referenced Lease is terminated as of the Effective Date of this Settlement Agreement. RomaCorp shall pay to City the total sum of Eighty Thousand Dollars ($80,000.00) ("Settlement Sum") in full and complete satisfaction of any and all claims the Parties have against one another. The Settlement Sum shall be payable in one lump sum payment, payable to the City of Sunny Isles Beach no later than thirty (30) days after the Effective Date of this Settlement Agreement which is the date that Romacorp is notified that this Settlement Agreement has been duly executed by City and provided a fully executed copy. 4. The Parties, individually and for each of their respective affiliates, partners, subsidiaries, parent corporations, shareholders, directors, policyholders, trustees, Elected Officials, employees, officers, principals, agents, attorneys, insurers, reinsurers, sureties, predecessors, successors, assigns, subrogees, and subrogors (collectively, the "Related Parties"), do hereby mutually remise, release, acquit, satisfy and forever discharge, each other and each other's respective Related Parties from any and all past, present, rights, 398 damages, or future claims, demands, wages, attorneys' fees, liens, obligations, actions, causes of action, rights, damages, costs, loss of services, expenses and compensation of any nature whatsoever, whether known or unknown, and whether fixed or contingent, which arise from the alleged acts or omissions of City or RomaCorp arising out of the Lease. 5. The parties have mutually drafted this Settlement Agreement, and to the extent that there are any ambiguities or uncertainties contained herein, they will not be construed for or against either party hereto as the drafter of the Settlement Agreement. 6. Each party represents and warrants that it has full right, legal capacity, and authority to enter into this Settlement Agreement and carry out the obligations provided herein and that the natural person or person executing this Settlement Agreement on its behalf have full authority and capacity to execute this Settlement Agreement. 7. if any part of this Settlement Agreement is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or in part, the validity, enforceability, or legality of any remaining portions of this Settlement Agreement. All remaining portions remain in full force and effect as if the original Settlement Agreement had been executed without the invalidated, unenforceable, or illegal part. 8. This Settlement Agreement will be governed by the laws of the State of Florida without regard to its conflict of laws principles. 9. Venue for any proceeding related to this Settlement Agreement will be exclusively in the United States District Court, Southern District of Florida, or, in the absence of federal subject matter jurisdiction, the Circuit Court of the Seventeenth Judicial Circuit in and for Miami -Dade County, Florida. 10. All terms, covenants, and conditions of this Settlement Agreement are set forth herein and there are no warranties, agreements, or understandings, expressed or implied, except as are expressly set forth herein. This Settlement Agreement constitutes the entire agreement and understanding between the Parties hereto and supersedes any prior agreement or understanding relating to the subject matter of this Settlement Agreement. This Settlement Agreement may only be modified or amended by a written instrument executed by the Parties hereto. 399 11. The Parties acknowledge the contested and adversarial nature of the disputes and disagreements described in the recitals of this Settlement Agreement, and stipulate that in executing this Settlement Agreement they are not relying on any representation by any other party or its agents, representatives or attorneys with regard to: (1) the subject matter or effect of this Settlement Agreement and (2) any facts or issues which might be deemed material to the decision to enter into this Settlement Agreement, other than as specifically set forth in this Settlement Agreement. 12. This Settlement Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Settlement Agreement may be delivered by facsimile or electronic transmission in PDF or substantially equivalent format of signed counterparts. Facsimile or electronic signatures will be treated in all respects as having the same effect as an original signature. [REMAINDER. OF TEAS PAGE INTENTIONALLY LEFT BLANK] 400 SIGNATURE PAGE IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be duly executed the day and year set forth below. ATTEST: 4 CITY OF SUNNY ISLES BEACH, a Florida municipal corporation George H. Scholl, Mayor Date: ( 1-7-o24 Approved as to Form and 1199 Sufi 'e p. Edward A. Dion, City Attorney ROMACORP, Inc., a foreign profit corporation As its President & CEO 401 October 24, 2019 VIA FACSIMILE TR.ANSMISSIQN (407) 770-5131 Romacorp, Inc. 11315 Corporate Boulevard, Suite 100 Orlando, Florida 32817 Re: Lease Between Sunny Isles Beach and Romacorp, Inc. 10805 Collins Avenue, Sunny Isles Beach, Florida Gentlemen: Pursuant to the provisions of Section 11. 1.2 of the above referenced Lease, this letter will serve as notice that Romacorp, Inc. is in default of said Lease for failure to pay the Base Monthly Rent and the Percentage Rent for the months of July, August, September and October, 2019 as required by Sections 2.2.1 and 2.2.2, in the total amount of $87,360.00, which includes late charges for those four months. In the event the total amount set forth above is not paid in Pill %within seven (7) days from the transmittal of this notice, the City will avail itself of all remedies available to it pursuant to the Lease. If you have any questions concerning this matter, please contact Tiffany Neely at (305) 792-1805. Sincerely, Cluistopher J. Russo City Manager CJR/ed cc: Joe Glendale Tiffany Neely 402— ✓uiy moi, /-V/,V George "Bud" Scholl Mayor VIA ELECTRONIC TRANSMISSION Lariso Svechin dtcronk@romaeorp.com Vice Mayor Dana Goldman Romacorp, s Inc. Alex Lama Attn: Dan Cronk, Executive Vice President Legal & Administration Commissioner 11315 Corporate Boulevard, Suite 100 Orlando, Florida 32817 Jeniffer Viscarra Commissioner Re: Lease Between Sunny Isles Beach and Romacorp, Inc. Christopher J. Russo 10805 Collins Avenue, Sunny Isles Beach, Florida City Manager Mauricio Betancur Dear Mr. Cronk, City Clerk, CMC The City of Sunny Isles Beach ("City") is in receipt of your correspondence dated July 28, 2020, referencing your June 5, 2020 correspondence, wherein Romacorp, Inc. alleges that the Lease Agreement is terminated, and improperly attempts to shift Romacorp, Inc.'s contractual obligations to the City. As indicated in the City's correspondence of July 20, 2020, the City rejects the proposed lease termination by Romacorp, Inc.; therefore, any and all obligations of Romacorp, Inc., under the Lease Agreement, remain in full force and effect, including but not limited to Section 2.3 providing that Romacorp, Inc. shall pay the applicable insurance premiums, and Article V requiring that Romacorp, Inc. carry and maintain, at its sole cost and expense, the types and amounts of insurance provided therein, including property damage insurance, covering "all risk", for "full replacement value". Therefore, the City expects that Romacorp, Inc., will comply with its obligations under the Lease Agreement and continue to carry and maintain the types and amounts of insurance identified in Article V of the Agreement. Thank you for your consideration and anticipated cooperation in this regard. Sincereiv., Y�` Chrfistopher . Russo City Manager cc: Tiffany Neely, Finance Director Joe Glendale, Assistant Finance Director Edward A. Dion, City Attorney CITY OF SUNNY ISLES BEACH GOVERNMENT CENTER • 18070 COLLINS AVENUE • SUNNY ISLES BEACH, FL 33160 • SIBFL.NET 403 Romacoip, Inc. 11315 Corporate Boulevard, Suite 100 Orlando, Florida 32817 ATTENTION: Dan Cronk, Executive Vice President Legal and Administration Re: Lease Between Sunny Isles Beach and Romacorp, Inc. 10805 Collins Avenue, Sunny Isles Beach, Florida (the "Premises") Dear Mr. Cronk: NOTICE OF DEFAULT By way of introduction, the law firm of Nabors, Giblin & Nickerson, P.A. ("NGN") serves at the City Attorney for the City of Sunny Isles Beach ("City"). Romacorp, Inc. ("Romacorp") entered into a lease agreement with the City commencing July 28, 2003, for an initial term of twenty (20) years ("Lease Agreement"). We are aware of various correspondence between you on behalf of Romacorp and the City Manager concerning each other's responsibilities pursuant to the Lease Agreement. Please direct airy Ruther communication to the undersigned at the Plantation office. Please also forward a copy of this correspondence to anyone else at Romacorp you deem necessary. Notwithstanding Romacorp's previous assertions, the Lease Agreement has remained in full force and effect since the Commencement Date set forth above and through the present. Pursuant to Section 2.2 of the Lease Agreement, Romacorp was and is required to pay, at a minimum, Base Monthly Rent in the amount of Twenty Thousand Dollars ($20,000.00) per month, Plus sales tax, in addition to Impositions as provided by Section 2.3. According to the City's records, the last Base Monthly Rent payment made by Romacorp to the City was on March 18, 2020, in the amount of Twenty -One Thousand Three Hundred Dollars ($21,300.00), which is comprised of the Base Monthly Rent plus 6.5% sales tax. Therefore, as of the date of this correspondence, Romacorp is in arrears on its Base Monthly Rent payments for five (5) months. As a result of Romacorp's failure to comply with the material provisions of Section 2.2 of the Lease Agreement, the City hereby declares it to be in default of that Lease Agreement. As a result of Romacorp's default, and as provided by in Sections 11.2 and 11.2.1. of the Lease Agreement, the City hereby demands that Romacoip immediately surrender possession of the Premises to the City, and remit payment to the City in the amount of Eight Hundred Fifty -Two 404 TAMPA 2502 Rocky Point Drive Nabors Suite 8201 Peters Road ida 3PLANTATION Tampa, Florida 33607 (813) 281-2222 Tel Suite 1000 Plantation, Florida 33324 Giblin AIX J, (813) 281-0129 Fax (954) 315.0268 TelTA LLAHASSEE NickersonP.A. 1500 Mahan Drive Suite 200 A T T O R N E Y S A T L A W Tallahassee, Florida 32308 (850) 2244070 Tel (850) 2244073 Fax August 18, 2020 VIA CERTIFIED MAIL RETURN RECIEPT Romacoip, Inc. 11315 Corporate Boulevard, Suite 100 Orlando, Florida 32817 ATTENTION: Dan Cronk, Executive Vice President Legal and Administration Re: Lease Between Sunny Isles Beach and Romacorp, Inc. 10805 Collins Avenue, Sunny Isles Beach, Florida (the "Premises") Dear Mr. Cronk: NOTICE OF DEFAULT By way of introduction, the law firm of Nabors, Giblin & Nickerson, P.A. ("NGN") serves at the City Attorney for the City of Sunny Isles Beach ("City"). Romacorp, Inc. ("Romacorp") entered into a lease agreement with the City commencing July 28, 2003, for an initial term of twenty (20) years ("Lease Agreement"). We are aware of various correspondence between you on behalf of Romacorp and the City Manager concerning each other's responsibilities pursuant to the Lease Agreement. Please direct airy Ruther communication to the undersigned at the Plantation office. Please also forward a copy of this correspondence to anyone else at Romacorp you deem necessary. Notwithstanding Romacorp's previous assertions, the Lease Agreement has remained in full force and effect since the Commencement Date set forth above and through the present. Pursuant to Section 2.2 of the Lease Agreement, Romacorp was and is required to pay, at a minimum, Base Monthly Rent in the amount of Twenty Thousand Dollars ($20,000.00) per month, Plus sales tax, in addition to Impositions as provided by Section 2.3. According to the City's records, the last Base Monthly Rent payment made by Romacorp to the City was on March 18, 2020, in the amount of Twenty -One Thousand Three Hundred Dollars ($21,300.00), which is comprised of the Base Monthly Rent plus 6.5% sales tax. Therefore, as of the date of this correspondence, Romacorp is in arrears on its Base Monthly Rent payments for five (5) months. As a result of Romacorp's failure to comply with the material provisions of Section 2.2 of the Lease Agreement, the City hereby declares it to be in default of that Lease Agreement. As a result of Romacorp's default, and as provided by in Sections 11.2 and 11.2.1. of the Lease Agreement, the City hereby demands that Romacoip immediately surrender possession of the Premises to the City, and remit payment to the City in the amount of Eight Hundred Fifty -Two 404 Romacorp, Inc. August 18, 2020 Page 2 Thousand Dollars ($852,000.00), which amount represents an acceleration of the rent due and owing under the Lease Agreement from April, 2020 through July, 2023, plus 6.5% sales tax. If Romacorp fails to immediately vacate the premises and pay the accelerated Base Monthly Rent payments as provided herein, the City will take whatever action is necessary to protects its interests under the Lease Agreement, including but not limited to an action for eviction and unpaid rent, and other damages, together with attorneys' fees and costs. In order to effectuate a peaceful transition and avoid unnecessary litigation, please advise the undersigned of Romacorp's intentions in this regard, upon receipt of this notice. Sincerely, Edward A. Dion City Attorney cc: Christopher Russo, City Manager Tiffany Neely Joe Glendale 405 ATTACHMENT 2 RESOLUTION NO. 2021 - 321 1� A RESOLUTION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, DIRECTING THE CITY MANAGER TO SOLICIT PROPOSALS FROM QUALIFIED ARCHITECTURAL AND ENGINEERING FIRMS SPECIALIZING IN PUBLIC SAFETY FACILITIES TO CONDUCT A FEASIBILITY STUDY, BUILDING ANALYSIS, AND SITE ASSESSMENT FOR THE PURPOSE OF EVALUATING THE FEASIBILITY OF MAINTAINING THE POLICE DEPARTMENT IN THE EXISTING BUILDING, OR CONSTRUCTING A NEW STAND-ALONE POLICE DEPARTMENT ON OTHER AVAILABLE CITY PROPERTY BASED UPON THE POLICE DEPARTMENT'S CURRENT AND FUTURE NEEDS; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach ("City") desires a safe and secure community for all its residents and visitors; and WHEREAS, the safety and security of its residents and visitors is of paramount importance to the City Commission of the City; and WHEREAS, the current location of the police department serving the City is on the second floor of Government Center, and therefore lacks visibility and accessibility to its residents and visitors, especially during weekend and evening hours when the City Government operations are closed; and WHEREAS, the City owns the building located at 18070 Collins Avenue, which was formerly operated as a Tony Roma's restaurant, but is now vacant and available to be used as a potential site for the police department's operations ("Tony Roma's Space"); and WHEREAS, the City also owns the property at 18080 Collins Avenue, which was formerly operated as a car rental business, but is now vacant and available to be used as a potential site for the police department's operations ("Enterprise Site"); and WHEREAS, the City is committed to providing a higher level of service, visibility and accessibility to its residents and visitors for the protection of person and property; and WHEREAS, the City Commission of the City of Sunny Isles Beach wishes to direct the City Manager to solicit proposals from qualified architectural and engineering firms specializing in public safety facilities to conduct a feasibility study, building analysis and site assessment for the purpose of evaluating the feasibility of maintaining the police department in the existing building, with modifications, or constructing a new stand-alone police department on either the Tony Roma's Space or the Enterprise Site, based upon the Police Department's current and future needs. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA: 82021 Direct CM to Conduct Feasibility Study on PD Relocation Page 1 of 2 406 Section 1. Incorporation of Recitals. The foregoing recitals are hereby ratified and confirmed by the City Commission and are incorporated herein by this reference. Section 2. Direction to City Manager. The City Commission hereby directs the City Manager or his designee to solicit proposals from qualified architectural and engineering firms specializing in public safety facilities to conduct a feasibility study, building analysis and site assessment for the purpose of evaluating the feasibility of maintaining the police department in the existing building, with modifications, or constructing a new stand-alone police department on either the Tony Roma's Space or the Enterprise Site, based upon the Police Department's current and future needs. The City Manager is hereby further authorized to do all things necessary to effectuate this Resolution. Section 3. Providing for Conflicts. All Resolutions or parts of Resolutions in conflict herewith, be and the same are repealed to the extent of such conflict. Section 4, Effective Date. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 15'' dyofJu021. George H. Scholl, Mayor ATTEST:' APPROVED AS TO FORM A1'*H EG _ FICIENCY: MauAcio Bet cur, CMC, City Clerk Advdard A. Dion, City Attorney Moved by: "M to ea6- Uol-W-NJ Seconded by: ��Ntrtn�ec�orl��2- LOAw Vote: Mayor Scholl - Wi;�gf (Yes) (No) Vice Mayor Svechin (Yes) (No) Commissioner Goldman �- (Yes) (No) Commissioner Lama (Yes) (No) Commissioner Viscarra (Yes) (No) 2 407 SSNt1Y is,F City of Sunny Isles Beach s 18070 Collins Avenue • '' ' "_ Sunny Isles Beach, Florida 33160 rig . A rpD..:�! yA C,rr OF SUH hay (305) 947-0606 City Hall (305) 949-3113 Fax [&M 0 f TO: Honorable Mayor and City Commissioners FROM: Dana Goldman, Commissioner DATE: July 15, 2021 RE: Relocation of the Police Department to the Vacant Tony Roma's Space RECOMMENDATION: This Resolution is presented for your consideration. REASONS: The City has always been committed to providing a high level of service, visibility and accessibility to its residents and visitors for the protection of person and property. The current location of the police department serving the City is on the second floor of Government Center, and therefore lacks visibility and accessibility to its residents and visitors, especially during weekend and evening hours when the City Government operations are closed. The City owns the building located at 18070 Collins Avenue which was formerly operated as a Tony Roma's restaurant, but is now vacant and available to be used for the police department's operations ("Tony Roma's Space"). The City acknowledges that the relocation of its police department to the Tony Roma's Space will help achieve these goals. ATTACHMENTS: Resolution Item Number: 10.G 408 ATTACHMENT 3 RESOLUTION NO. 2022 - 330? - A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH ARCHITECTS DESIGN GROUP TO CONDUCT A SPACE NEEDS ASSESSMENT AND SITE FEASIBILITY STUDY, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED ONE THOUSAND FIFTY-THREE DOLLARS ($101,053.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City issued and advertised Request for Qualifications ("RFQ") No. 21-10- 01 to conduct a Space Needs Assessment and Site Feasibility Study ("Services"), for which three (3) responses were received; and WHEREAS, via Resolution No. 2022-3288, the City Commission ranked and authorized the City Manager to begin negotiating with the first ranked firm of Architects Design Group ("ADG"); and WHEREAS, after extensive negotiations, ADG have agreed to provide the services as more specifically described in Exhibit "A"; and WHEREAS, the City is desirous of securing a firm to provide the Services to the City; and WHEREAS, the City Commission wishes to approve an Agreement with Architects Design Group to conduct a space needs assessment and site feasibility study, in an amount not to exceed One Hundred One Thousand Fifty -Three Dollars ($101,053.00), attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The City Commission hereby approves an Agreement with Architects Design Group to conduct a space needs assessment and site feasibility study, in an amount not to exceed One Hundred One Thousand Fifty -Three Dollars ($101,053.00), attached hereto as Exhibit "A". Section 2. Authority of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. @BCL@8004A7CB,Doc Page 1 of 2 273 409 PASSED AND ADOPTED this 17th day of February 2022. Dana Gbin Goldman, Mayor APPROVED AS TO FORM APRLEGAL SUFFICIENCY: o Beta icur, CMC, City Clerk Edward A. Dion, City Attorney Moved by: l,pm(At S-Swo e -"o* Seconded by: V(C6 61069- VIStAQQ'01" Vote: Mayor Goldman ✓ (Yes) (No) Vice Mayor Viscarra 7 (Yes) (No) Commissioner Joseph (Yes) (No) Commissioner Lama (Yes) (No) Commissioner Stuyvesant (Yes) (No) @BCL@B004A7C8.Doc Page 2 of 2 274 410 ATTACHMENT 4 RESOLUTION NO. 2022- 33-1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, FLORIDA, AND SUFFOLK CONSTRUCTION COMPANY, INC., ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID LEASE; PROVIDING THE CITY MANAGER WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE LEASE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach, Florida ("City") owns property located at 18050 Collins Avenue, Sunny isles Beach, which was formerly operated as a Tony Roma's restaurant ("Property"); and WHEREAS, Suffolk Construction Company, Inc. ("Suffolk") desires to rent and lease a portion of the Property as a temporary construction office from the City; and WHEREAS, the parties have agreed to a lease agreement for a term commencing on July 23, 2022 and expiring on December 23, 2022, in an amount of Five Thousand Dollars ($5,000.00), per month, subject to the terms and conditions set forth in said lease agreement (the "Lease Agreement"); and WHEREAS, the City Commission desires to enter into a Lease Agreement with Suffolk pursuant to the Lease Agreement, a copy of which is incorporated herein and attached hereto as Exhibit "A". NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA: Section 1. Incorporation of Recitals. The foregoing recital paragraphs are hereby ratified and confirmed as being true and the same are hereby made part of this Resolution. Section 2. Approval of the Lease Agreement. The Lease Agreement between the City of Sunny Isles Beach and Suffolk Construction Company, Inc., providing for monthly rent in the amount of Five Thousand Dollars ($5,000.00) per month, attached hereto as Exhibit "A", is hereby approved. Section 3. Authorization of City Manager. The City Manager is hereby authorized to execute said Lease Agreement between City of Sunny Isles Beach and the Suffolk Construction Company, Inc., a copy of which is incorporated herein and attached hereto as Exhibit "A", and to do all things necessary to effectuate its terms and conditions. Section 4. Effective Date. This Resolution shall become effective upon passage. 221 411 PASSED AND ADOPTED upon this 21" day of July 2022. Dana Robin Goldman, Mayor APPROVED AS TO FORM AL AL S IENCY: l Edward A. Dion, City Attorney Moved by: Seconded Seconded by: V1�(i� V 16c Vote: / Mayor Goldman Vice Mayor Viscarra J (Yes) (No) (Yes) —7(Yes) (No) Commissioner Joseph (No) Commissioner Lama (Yes) (No) Commissioner Stuyvesant (Yes) (No) 222 412 r of �� v z TRIPLE NET LEASEBACK AGREEMENT �M o„YN THIS TRIPLE NET LEASEBACK AGREEMENT ("Lease") is entered into and effective as of this 27- day of J v 1 2022, by and between THE CITY OF SUNNY ISLES BEACH, FLORIDA, hereina er referred to as the "LANDLORD", and Suffolk Construction Company, Inc., hereinafter referred to as the "TENANT", whose Federal I.D. # is 04-2776356. WHEREAS, the Landlord is the owner of that certain parcel of property located at 18050 Collins Avenue, Sunny Isles Beach, as more particularly described in the legal description set forth in Exhibit "A", in fee simple, together with the property and rights included therein (the "Property"); and WHEREAS, the Tenant desires to rent and lease a portion of the Property as a temporary construction office from the Landlord, and the Landlord has agreed to lease the same to the Tenant upon the following terms and conditions. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and ir} consideration of the rents and covenants of the Tenant to be paid and kept as herein contained, , the Landlord has agreed to lease unto the Tenant, and by these presents does hereby lease the Property unto the Tenant, and the Tenant hereby leases the Property from the Landlord, and the parties do covenant and agree as follows: 1. Lease Term, This Lease shall commence on July 23, 2022 (the "Commencement Date"), and shall terminate on December 23, 2022, unless terminated earlier by either party by giving the other written notice of termination fourteen (14) days prior to the date the tenancy shall end (the "Termination Date"). On the Termination Date, the Tenant shall be required to immediately vacate the Property. 2. Pro . 2.1 Lease of Property. Landlord leases to the Tenant, and Tenant leases from Landlord the Property upon the terms specified in this Lease. 2.2 Acceptance of Property. Except as specified elsewhere in this Lease, Landlord makes no representations or warranties to Tenant regarding the Property, including the structural condition of the Property and the condition of all mechanical, electrical, and other systems on the Property. Tenant shall be responsible for performing any work necessary to bring the Property into condition satisfactory to Tenant. By signing this Lease, Tenant acknowledges that it has had adequate opportunity to investigate the Property, acknowledges responsibility for making any corrections, alterations and repairs to the Property, and acknowledges that the time needed to complete any such items shall not delay the Commencement Date. 3. Uses. The Property shall be used only by Tenant as a temporary construction office. The Property shall not be used for any other business or other purpose without the prior written 413 consent of Landlord. No act shall be done on or around the Property that is unlawful or that will increase the existing rate of insurance on the Property, or cause the cancellation of any insurance on the Property. Tenant shall not commit or allow to be committed any waste upon the Property, or any public or private nuisance. 3.1 Limitations on Use. Tenant's use of the Property shall be limited to the west dining area of the Property, and the interior restrooms of the Property, as depicted in Exhibit `B", attached hereto and incorporated herein by reference ("Usable Area"). The Tenant is strictly prohibited from placing or storing any furniture, supplies, or other items in any area other than the Usable Area. The Tenant shall be limited to having no more than ten (10) desks/workstations in the Usable Area. The number of desks/workstations allowed in the Usable Area may only be amended with the written consent of the Landlord, at Landlord's sole discretion. 3.2 Parking. During the Lease term, Tenant shall have the right to use, at no additional cost to Tenant, the four (4) unreserved parking spaces in the Landlord's Government Center parking lot. Landlord does not guarantee the availability of the aforementioned four (4) parking spaces. Parking is on a first come first serve basis. 4. Compliance with Laws. Tenant shall not cause or permit the Property to be used in any way which violates any law, ordinance, or governmental regulation or order. Tenant shall be responsible for complying with all laws applicable to the Property as a result of Tenant's particular use as a result of Tenant operating the Property. If the enactment or enforcement of any Law, ordinance, regulation or code during the Lease terms requires any changes to the Property during the Lease term, the Tenant shall perform all such changes at its expense if the changes are required due to the nature of Tenant's activities at the Property, or due to alterations that Tenant seeks to make to the Property. 5. Utilities. Landlord shall be responsible for connecting, if necessary, all water, sewer, janitorial, electricity, garbage removal/collection, heat, telephone, and other utilities and services to the Property ("Utilities"), for use by Tenant during the term of the Lease. However, the Tenant shall be solely responsible for the payment of any and all Utilities of the Property, including, but not limited to, any service fees required for the connection and installation of these Utilities. The Landlord shall invoice the Tenant monthly for the preceding month's Utilities, and the Tenant shall be required to pay the Landlord within ten (10) days of receipt of said Invoice. Landlord shall not be liable for any loss, injury or damage to person or property caused by or resulting from any variation, interruption, or failure to Utilities due to any cause whatsoever. Tenant will also procure, or cause to be procured, without cost to Landlord, all necessary permits, licenses or other authorizations required for the lawful and proper installation, maintenance, replacement and removal on or from the Property of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying all Utilities or services to the Property. Taxes. Tenant shall pay all Taxes (defined below) applicable to the Property during the 414 Lease term, and as provided in Section 6.1. The Landlord shall invoice the Tenant for all applicable Taxes, and the Tenant shall be required to pay the Landlord within ten (10) days of receipt of said Invoice. If Tenant fails to timely pay any Taxes, Landlord may pay them, and Tenant shall repay such amount to Landlord upon demand. The term "Taxes" shall mean: (i) any form of tax or assessment imposed on the Property by any authority, including any city, county, state or federal government, or any improvement district, as against any legal or equitable interest of Landlord or Tenant in the Property, (ii) any form of personal property tax or assessment imposed on any personal property, fixtures, furniture, tenant improvements, equipment, inventory, or other items, and all replacements, improvements, and additions to them, located on the Property, whether owned by Landlord or Tenant, (iii) costs, expenses, sales or use taxes, or taxes of any nature or kind, special assessments, connection fees, and any other charges, fees or like impositions incurred or imposed against the Property, to the extent applicable, or any use thereof, including revenue derived therefrom, and any costs, expenses, fees, taxes or assessments in or upon the Property. Should any such tax rate change under the Florida Sales Tax Statute or other applicable statutes, Tenant shall pay Landlord the amounts reflective of such changes. The term "Taxes" shall exclude any net income tax imposed on Landlord for income that Landlord receives under this Lease. Tenant may contest the amount or validity, in whole or in part, of any Taxes at its sole expense, only after paying such Taxes or posting such security as Landlord may reasonably require in order to protect the Property against loss or forfeiture. _ Upon the termination of any such proceedings, Tenant shall pay the amount of such Taxes or part of such Taxes as finally determined, together with any costs, fees, interest penalties, or other related liabilities. Landlord shall cooperate with Tenant in contesting any Taxes, provided Landlord incurs no expense or liability in doing so. 6.1 Taxes Assessed After Initial Lease Term. Tenant acknowledges and understands that in the event that the Lease term is extended to January 1, 2023 ("2023 Tax Assessment Date") or a date thereafter, or in the event that the Tenant continues to occupy or utilize the Property on or after the 2023 Tax Assessment Date, the Property will lose its ad valorem tax exemption, and as such, the Tenant agrees to be solely responsible for the entire amount of Taxes assessed on the Property for the 2023 tax year, without proration. The Parties agree that if the Tenant vacates the Property prior to December 30, 2022, the Tenant shall not have any ad valorem tax liability. 7. Rent. 7.1 Monthly Rent. The Tenant agrees to pay the Landlord and the Landlord agrees to accept monthly rent of Five Thousand Dollars ($5,000.00) per month ("Monthly Rent"), on the first day of each calendar during the term of this Lease. Rent shall be mailed or delivered in 3 415 person to Sunny Isles Beach Government Center, c/o Tiffany Neely, Finance Director, 18070 Collins Avenue, Sunny Isles Beach, FL 33160. 7. 1.1 The Monthly Rent shall be payable in monthly installments on the 1 st day of each month, with a ten (10) day grace period. 7.1.2 Payment can be made by cash, check, money order at the Landlord's address specified above or at such other address as Landlord may from time to time designate by written notice served upon Tenant. 7.2 Late Fee. A late fee in the amount of 5% of the Monthly Rent shall be assessed if payment is not postmarked or received by Landlord on or before the l Oth (tenth) day of each month. 8. Securiq Deposit. In addition to the Monthly Rent payments described above, Tenant shall pay a security deposit of Five Thousand Dollars ($5,000.00) to be paid upon full execution of the Lease. 8.1 Landlord shall hold the money in a separate non-interest-bearing account in a banking institution insured by the FDIC for the benefit of Tenant. Landlord cannot mix such money with any other funds of Landlord or pledge, mortgage, or make any other use of such money until the money is actually due to Landlord 8.2 Upon the vacating of the Property for termination of the lease, if the Landlord does not intend to impose a claim on the security deposit, the Landlord shall have fifteen (15) days to return the security deposit together with interest if otherwise required, or the landlord shall have thirty (30) days to give the Tenant written notice by certified mail to the Tenant's last known mailing address of its intention to impose a claim on the deposit and the reason for imposing the claim. If the Landlord fails to give the required notice within the thirty (30) day period, it forfeits the right to impose a claim upon the security deposit. 8.3 Unless the Tenant objects to the imposition of the Landlord's claim or the amount thereof within fifteen (15) days after receipt of the Landlord's notice of intention to impose a claim, the Landlord may then deduct the amount of its claim and shall remit the balance of the deposit to the Tenant within thirty (30) days after the date of the notice of intention to impose a claim for damages. 9. Clean and Sanitary Condition. During the term of the Lease, the Tenant shall keep and maintain the Property in a clean and sanitary condition at all times, free of all garbage and debris. All garbage and similar debris shall be deposited by the Tenant in facilities specifically for garbage collection. Tenant shall be responsible for placing the garbage bags and/or containers and recycling container(s) at the curb for pick-up and to return the containers to their appropriate place. Tenants shall further comply with all local ordinances and regulations imposed by the City of Sunny Isles Beach relating to maintaining the Property in a clean and sanitary condition and relating to the collection of garbage and similar debris. Tenant shall be solely liable for any action and/or fines that may be brought by the City of Sunny Isles Beach, or any other HL enforcement agency, as a result of the Property not being kept in a clean and sanitary condition. 10. Alterations. The Tenant shall have the right, at its sole expense, from time to time, to redecorate the Usable Area and to make such non-structural alterations and changes in such parts thereof as the Tenant shall deem expedient or necessary for its purposes; provided, however, that such alterations and changes shall neither impair the structural soundness nor diminish the value of the Property. The Tenant may make structural alterations and additions to the Property provided that Tenant has first obtained the consent thereto of the Landlord in writing. The Landlord shall execute and deliver upon the request of the Tenant such instrument or instruments embodying the approval of the Landlord which may be required by the public or quasi public authority for the purpose of obtaining any licenses or permits for the making of such alterations, changes and/or installations in, to or upon the Property and the Tenant agrees to pay for such licenses or permits. 11. Repairs and Maintenance. It shall be the Tenant's sole responsibility to keep and maintain the entire Property, and every part thereof, in good condition and make all necessary repairs and replacements necessary to keep the Property in safe operating condition during the term of the Lease. Tenant shall keep and maintain the Property in a clean, sanitary and safe condition, at all times during the term of the Lease, in accordance with all local, state and federal laws and in accordance with all directions, rules and regulations of the health officer, fire marshal, building inspector, or other proper officials of the governmental agencies having jurisdiction, at the sole cost and expense of Tenant, and Tenant shall comply with all requirements of law, ordinance and otherwise, affecting said Property. Tenant shall keep and maintain the Property including the heating, plumbing, electrical, air conditioning, and other mechanical systems in good condition and repair and shall replace all broken glass in the Property with glass of the same kind and quality as that broken. Notwithstanding, it is not the obligation of the Teant to replace air conditioning, plumbing, electrical, plumbing and other mechanical systems that require replacement rather than repair. If Tenant refuses or neglects to commence and to complete repairs promptly and adequately after written notice from Landlord and after Tenant has failed to complete said repairs within thirty (30) days from the date of such written notice, Landlord may, but shall not be required to do so, make and complete said repairs, and Tenant shall pay the cost thereof to Landlord upon demand. At the time of the expiration of the tenancy herein, Tenant shall surrender the Property in good condition, reasonable wear and tear excepted. 12. Access, Right of Entry, Non -Exclusive Use and Non -Interference. Tenant acknowledges and understands that Tenant's use of Landlord's Property is non-exclusive and, Tenant shall permit Landlord and its agents, employees and contractors to enter the Property at all reasonable times. This Section shall not impose any repair or other obligation upon Landlord not expressly stated elsewhere in this Lease. 13. Signage. Tenant shall be prohibited from installing or displaying signage at the Property. 14. Destruction. If the Property is partially damaged but not rendered untenantable, by fire or other insured casualty, then Tenant, at its option may diligently restore the Property and this 417 Lease shall not terminate. However, the Property shall not be deemed untenantable if less than twenty five percent (25%) of the Property is damaged. Tenant shall have no obligation to restore the Property if insurance proceeds are not available to pay the entire cost of such restoration. If insurance proceeds are available to Tenant but are not sufficient to pay the entire cost of restoring the Property, then Tenant may elect to terminate this Lease and keep the insurance proceeds, by notifying the Landlord within two (2) weeks of the date of such casualty. The parties acknowledge and agree that since the Tenant is paying for the insurance premiums for the Property, in the event there is a claim made pursuant to any insurance policy associated with the Property, Tenant shall be entitled to receive and keep one-hundred (100%) percent of any and all insurance proceeds and the Landlord shall have no right to any of these insurance proceeds and Landlord shall have nothing to do with same. If the Property is entirely destroyed, or partially damaged and rendered untenantable, by fire or other casualty, Tenant may, at its option: (a) terminate this Lease as provided herein, or (b) restore the Property to its previous condition. Tenant shall provide Landlord of its election hereunder within sixty (60) days of the date of such casualty. Provided the parties comply with the obligations under this Section, neither party shall be entitled to any damages, compensation or claim shall be payable for inconvenience, loss of business or annoyance directly, incidentally or consequentially arising from any repair or restoration of any portion of the Property. Landlord will not carry insurance of any kind for the protection of Tenant or any improvements paid for by Tenant or on Tenant's furniture or on any fixtures, equipment, improvements or appurtenances of Tenant under this Lease, and Landlord shall not be obligated to repair any damage thereto or replace the same. 15. Liability Insurance. During the Lease term, Tenant shall pay for and maintain commercial general liability insurance with broad form property damage and contractual liability endorsements. This policy shall name Landlord as an additional insured, and shall insure Tenant's activities and those of Tenant's employees, officers, contractors, licensees, agents, servants, employees, guests, invitees or visitors with respect to the Property against loss, damage or liability for personal injury or bodily injury (including death) or loss or damage to property with a combined single limit of not less than one million dollars ($1,000,000.00) . Tenant's insurance will be primary and noncontributory with any liability insurance carried by Landlord. The Tenant shall also maintain an umbrella policy providing excess limits over the primary policies described herein, in an amount not less than two million dollars ($2,000,000.00). 16. Indemnification. Tenant shall defend, indemnify, and hold Landlord, including its officers, employees and agents harmless against all liabilities, damages, costs, and expenses, including attorneys' fees, for personal injury, bodily injury (including death) or property damage arising from any negligent or wrongful act or omission of Tenant or Tenant's officers, contractors, licensees, tenants, lessees, agents, servants, employees, guests, invitees, or visitors on or around the Property, or arising from any breach of this Lease by Tenant. Tenant shall use legal counsel reasonably acceptable to Landlord in defense of any action within Tenant's defense obligation. The provisions of this Section 16 shall survive expiration or termination of this Lease. 418 17. Assignment_ and Subletting. Tenant shall not assign, sublet, mortgage, encumber, or otherwise transfer any interest in this Lease (collectively referred to as a 'Transfer") or any part of the Property, without first obtaining Landlord's written consent. No Transfer shall relieve Tenant of any liability under this Lease notwithstanding Landlord's consent to such Transfer. Consent to any Transfer shall not operate as a waiver of the necessity for Landlord's consent to any subsequent Transfer. In connection with each request for consent to a Transfer, Tenant shall pay the reasonable cost of processing same, including attorneys' fees, upon demand of Landlord. If Tenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Lease by merger, consolidation, redemption or liquidation, or any change(s) in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute a Transfer under this Section. As a condition to Landlord's approval, if given, any potential assignee or sublessee otherwise approved by Landlord shall assume all obligations of Tenant under this Lease and shall be jointly and severally liable with Tenant and any guarantor, if required, for any payments to Landlord as well as the performance of all terms of this Lease. In connection with any Transfer, Tenant shall provide Landlord with copies of all assignments, subleases, and assumption instruments. 18. Liens. Tenant shall deliver the Property to the Landlord at the end of this Lease free and clear of any liens. 19. Notices. All notices under this Lease shall be in writing and effective (i) when delivered in person or via overnight courier, (ii) three (3) days after being sent by registered or certified mail to Landlord or Tenant, or (iii) upon confirmed transmission by facsimile. If to Landlord: City of Sunny Isles Beach Attn: Stan Morris, City Manager 18070 Collins Avenue, 4th Floor Sunny Isles Beach, FL 33160 Facsimile: 305-792-1561 If to Tenant: 9 Mr. Juan Diaz, General Counsel Suffolk Construction Company Inc. tizb 0 Clematis Street West Palm Beach, Florida 33401 Phone: 561-282-3000 20. Default. Copy to: Edward A. Dion, City Attorney 18070 Collins Avenue, 4`'' Floor Sunny Isles Beach, FL 33160 419 20.1 The occurrence of any one or more of the following events shall constitute a default by Tenant under this Lease: 20. 1.1 The failure by Tenant to make any payment of Monthly Rent, taxes or any other payment required to be made by Tenant hereunder. 20.1.2 Except as otherwise provided in this Lease, the failure by Tenant to observe or perform any of the non -monetary covenants, conditions, or provisions of this Lease to be observed or performed by Tenant. 20.1.3 The admission by Tenant of its inability to pay debts as they mature. 20.1.4 Institution by or against Tenant of any bankruptcy, insolvency, reorganization, receivership or other similar proceeding involving the creditors of Tenant. 20.1.5 The issuance or filing of any judgment, attachment, levy, garnishment or the commencement of any related proceeding or the commencement of any other judicial process upon or with respect to Tenant, all or substantially all of the assets of Tenant, or the Property. 20.1.6 Sale or other disposition by Tenant of substantially all of its assets. 20.1.7 Dissolution, merger, consolidation, termination of existence, insolvency, business failure or assignment for the benefit of creditors of or by Tenant. 20.1.8 Any material statement, representation or information made or furnished by or on behalf of Tenant to Landlord in connection with or to induce Landlord to enter into this Lease shall prove to be materially false or misleading when made or furnished. 20.2 Remedies. Upon the occurrence of a default by Tenant pursuant to the foregoing Section or otherwise in under this Lease, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such default: 20.2.1 Terminate Tenant's right to possession of the Property by any lawful means, in which case this Lease and the term hereof shall terminate and Tenant shall immediately surrender possession of the Property to Landlord. In such event, Landlord shall be entitled, at its option, and without notice to Tenant, to accelerate the remaining rent due and to recover from Tenant all damages incurred by Landlord by reason of Tenant's default. 20.2.2 Maintain Tenant's right to possession of the Property by any lawful means, in which case this Lease and the term hereof shall continue in effect whether or not Tenant shall have vacated or abandoned the Property. In such event Landlord shall be entitled to enforce all of Landlord's rights and remedies under the Lease, including the right to recover the rent as it becomes due hereunder. 20.2.3 Pursue any other remedy now or hereafter available to Landlord under the laws 420 or judicial decisions of the jurisdiction where the Property are located. 20.3 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies provided in this Section or otherwise available at law or in equity. 21. General. 21.1 Severability. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. 21.2 Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant and supersedes all prior agreements between them with respect to the Property, whether written or oral. 21.3 Waivers. No waiver by Landlord of any provision hereof shall he deemed a waiver of any other provision hereof or of any subsequent default by Tenant of the same of any other provision. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding default by Tenant hereunder, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding default at the time of acceptance of such rent. 21.4 Holding Over. If Tenant remains in possession of the Property or any part thereof after the expiration or termination of the Lease Term, such occupancy shall be a tenancy from month-to-month upon all the provisions of this Lease pertaining to the obligations of Tenant and Tenant shall thereby waive its rights of notice to quit, but Tenant's right as to any Renewal Term shall terminate. The monthly rent due during such hold -over period shall be equal to 150% of the Monthly Rent then in effect, and Tenant shall continue to be obligated to pay all taxes and other amounts required to be paid by the terns of this Lease. 21.5 Choice of Law. The laws of Florida shall govern the validity, performance, and enforcement of this Lease. 21.6 Attorneys' Fees. Should either party institute any action or proceeding to enforce any provision hereof or for a declaration of such party's rights or obligations hereunder, the prevailing party shall be entitled to receive from the losing party such amounts as the court may adjudge to be reasonable attorneys' fees and expenses for services rendered to the party prevailing in any such action or proceeding, and such fees shall be deemed to have accrued upon the commencement of such action or proceeding and shall be enforceable whether or not such action or proceeding is prosecuted to judgment. 21.7 Waiver of Jury Trial. LANDLORD AND TENANT EACH HEREBY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY CLAIM, ACTION, PROCEEDING OR COUNTERCLAIM BY EITHER LANDLORD OR TENANT AGAINST THE OTHER ON 421 ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT AND/OR TENANT'S USE OR OCCUPANCY OF THE PROPERTY. 21.8 Liability of Landlord. In the event of any sale or other transfer of Landlord's interest in the Property, Landlord shall be relieved of all liabilities and obligations of Landlord hereunder arising after the date of such transfer. Notwithstanding anything contained herein to the contrary, Landlord shall have no personal liability in respect of any of the terms, covenants, conditions or provisions of this Lease, and in the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant and any persons claiming by, through or under Tenant shall look solely to the equity of the Landlord in the Property for the satisfaction of Tenant's and/or such persons' remedies and claims for damages. 21.9 No Mercer. There shall be no merger of this Lease, or the leasehold estate created by this Lease, with any other estate or interest in the Property, or any part thereof, by reason of the fact that the same person, firm, corporation or other entity may acquire or own or hold, directly or indirectly, (i) this Lease or the leasehold estate created by this Lease, or any interest in this Lease or in any such leasehold estate, and (ii) any such other estate or interest in the Property or any part thereof; and no such merger shall occur unless and until all persons, corporations, firms and other entities having an interest (including a security interest) in (I) this Lease or the leasehold estate created by this Lease; and (2) any such other estate or interest in the Property, or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same. 21 .1 Q Interpretation. The captions by which the Articles and Sections of this Lease are identified are for convenience only and shall have no effect upon the interpretation of this Lease. Whenever the context so requires, singular numbers shall include the plural, the plural shall refer to the singular, the neuter gender shall include the masculine and feminine genders, and the terms "Landlord" and "Tenant" and "person" shall include corporations, limited liability companies, partnerships, associations, other legal entities, and individuals. 21.11 Not Construed Against Drafter. This Lease has been negotiated and prepared by the parties and their respective counsel, and should any provision of this Lease require judicial interpretation, the court interpreting or construing the provision shall not apply the rule of construction that a document is to be construed more strictly against one party. 21.12 Relationship of the Parties. Nothing in this Lease shall create a partnership, joint venture, employment relationship, borrower and lender relationship, or any other relationship between Landlord and Tenant, other than the relationship of landlord and tenant. 21.13 Successors. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective personal and legal representatives, heirs, successors, and assigns. 21.14 Modifications. This Lease may not be altered, amended, changed, waived, terminated, or modified in any manner except by a written instrument executed by Landlord and 10 422 Tenant. 21.15 Brokerage Fees. Landlord and Tenant each represent and warrant that they have not employed a broker in connection with the execution of this Lease. Landlord and Tenant shall each indemnify and hold the other harmless from and against any claim or claims for brokerage or other commissions arising from such party having employed a broker contrary to its representation in this Section. 21.16 Estop_,pel Certificates. At any time and from time to time, Landlord and Tenant each agree, upon request in writing from the other, to execute, acknowledge and deliver to the other or to any person designated by the other a statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have been modifications, that the same is in full force and effect as modified (stating the modifications), that the other party is not in default in the performance of its covenants hereunder, or if there have been such defaults, specifying the same, and the dates to which the rent and other charges have been paid. 21.17 Waiver of Redemption. To the extent permitted by law, Tenant hereby waives any and all rights of redemption with respect to this Lease. Tenant hereby waives any rights it may have to any notice to cure or vacate or to quit provided by any current or future law; provided that the foregoing shall not be deemed to waive any notice expressly provided in this Lease. 21.18 No Waiver of Sovereign Immunity. Nothing contained in this Lease is intended to serve as a waiver of sovereign immunity by any agency, including Landlord, to which sovereign immunity may be applicable. Nothing herein shall be considered as a waiver of the limitations set forth in Section 768.28, Florida Statutes, as amended. 21.19 Not Binding Until Executed. This Lease does not constitute an "offer" and is not binding until fully executed and delivered by Landlord. 21.20 Counterparts. This Lease may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. [SIGNATURE PAGE TO FOLLOW] 423 LANDLORD: CITY OF SUNNY ISLES BEACH By • Ptan Morris Its: City Manager TENANT: SUFFOLK CONSTRUCTION COMPANY INC. By: Juan Diaz �>>rrrrrr Its: ��=c'?GpRPO%y��0�p General Counsel = V SEAL 19825� o'r's .,may • �CH4§. ; W ITNE nn ame: �.►l Q WI S: Prin ame: GlM.[ww- 61,ew—, 0L" 12 DATE: 424 EXHIBIT A DESCRIPTION OF PROPERTY A portion of Parcel 1, Replat of Tract "A", SUNNY ISLES SHORES, Section "A", according to the Plat thereof, recorded in Plat Book 64, at Page 74, of the Public Records of Dade County, Florida, being more particularly described as follows: Commence at the NE corner of Parcel 1 of Replat of Tract "A", SUNNY ISLES SHORES, Section "A", Plat Book 64, at Page 74, of the Public Records of Dade County, Florida; thence run S 6 06' 20" W along the East line of said Parcel 1 for a distance of 250.00 feet to the Point of Beginning of the tract of land herein described; thence continue S 6 06'20" W along the said East line of Parcel I for a distance of 299.145 feet; thence run due West along a line parallel with and 200.00 feet Northerly of the Southerly line of said Parcel I as measured along the East line of said Parcel 1, for a distance of 250.00 feet; thence run N 6 06' 20" E along a line parallel to said East line of Parcel 1 for a distance of 60.00 feet; thence run due West along a line parallel with and 260.00 feet Northerly of the South line of said Parcel 1, as measured along the said East line of Parcel 1 for a distance of 200.00 feet to a point on the West line of said Parcel 1; thence N 6 06'20" E along said West line of Parcel I for a distance of 239.145 feet; thence run due East for a distance of 450.00 feet to the Point of Beginning 13 may. 425 EXHIBIT B SKETCH OF PROPERTY DEPICTING USABLE AREA 14 426 ATTACHMENT 5 RESOLUTION NO. 2022 - AN RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, RATIFYING A FIRST AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, FLORIDA, AND SUFFOLK CONSTRUCTION COMPANY, INC., ATTACHED HERETO AS EXHIBIT "A"; PROVIDING THE CITY MANAGER WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE FIRST AMENDMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach, Florida ("City") owns property located at 18050 Collins Avenue, Sunny Isles Beach, which was formerly operated as a Tony Roma's restaurant ("Property"); and WHEREAS, Suffolk Construction Company, Inc. ("Suffolk") desired to rent, and the City desired to lease, a portion of the Property as a temporary construction office from the City; and WHEREAS, on July 21, 2022, via Resolution No. 2022-3376, the City Commission approved a lease agreement between the parties for a term commencing on July 23, 2022, and expiring on December 23, 2022, in an amount of Five Thousand Dollars ($5,000.00), per month, subject to the terms and conditions set forth in said lease agreement (the "Lease Agreement"); and WHEREAS, following the approval of the Lease Agreement, Suffolk submitted a request to the City to utilize additional space within the Property, in exchange for paying additional monthly rent; and WHEREAS, pursuant to the authority provided by the City Commission to the City Manager via Resolution No. 2022-3380 during the summer recess, the City Manager executed a First Amendment to the Lease Agreement, providing that Suffolk shall pay rent in an amount of Ten Thousand Dollars ($10,000.00) per month, and may utilize additional space within the Property as set forth therein; and WHEREAS, the City Commission now wishes to ratify a First Amendment to the Lease Agreement with Suffolk, a copy of which is incorporated herein and attached hereto as Exhibit "A" NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA: Section 1. Incorporation of Recitals. The foregoing recital paragraphs are hereby ratified and confirmed as being true and the same are hereby made part of this Resolution. Section 2. Ratification of Agreement. The City Commission hereby ratifies a First Amendment to the Lease Agreement between the City of Sunny Isles Beach and Suffolk Construction Company, Inc., attached hereto as Exhibit "A". 408 427 Section 3. Authorization of City Manager, The City Manager is hereby authorized to do all things necessary to effectuate its terms and conditions. Section 4. Effective Date. This Resolution shall become effective upon passage. ATTEST: PASSED AND ADOPTED upon this 15th day of September 2022. d�'� DataRobin Goldman, Mayor APPROVED AS TO FORM AND LEGA UFFICIENCY: Mauri io Betane r, CMC, City Clerk Edward A. Dion, City Attorney Moved by /�/ 'lU 4A conded by: /�/ /� /�z�✓ (� Vote: / Mayor Goldman Yes) (No) Vice Mayor Viscarra�(✓ Yes) (No) Commissioner Joseph _�(✓ Yes} (No) Commissioner Lama Yes) (No) Commissioner Stuyvesant ✓ (Yes) (No) 409 428 NY it, '^ FIRST AMENDMENT TO THE ' TRIPLE NET LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND SUFFOLK CONSTRUCTION COMPANY, INC. This First Amendment to the Triple Net Leaseback Agreement between the CITY OF SUNNY ISLES BEACH ("Landlord") and SUFFOLK CONSTRUCTION COMPANY, INC. ("Tenant"), executed this ZI day of , 2022, is made a part of the original Triple Net Leaseback Agreement ("Lease") dated July 22, 2022, between the Landlord and Tenant. The Landlord and Tenant hereby agree as follows: I. EFFECTIVE DATE. The Effective Date of this First Amendment shall be the Commencement Date as defined in the Lease. 2. AMENDING MONTHLY RENT. Section 7.1 of the Lease "Monthly Rent" is hereby amended to provide that the Monthly Rent, as defined therein, shall be Ten Thousand Dollars ($10,000.00) per month. Except as specifically modified herein, all terms and conditions of Section 7.1 shall remain in full force and effect. 3. AMENDING THE USABLE AREA. Section 3.1 of the Lease "Limitations on Use" is hereby deleted in its entirety, and the following language shall be substituted: Tenant's use of the Property shall be limited to the north and west dining areas of the Property, and the interior restrooms of the Property, as depicted in Exhibit "B", attached hereto and incorporated herein by reference ("Usable Area"). The Tenant is strictly prohibited from placing or storing any furniture, supplies, or other items in any area other than the Usable Area. 4. REPLACEMENT OF EXHIBIT `B". Exhibit `B" attached to the Lease is hereby deleted in its entirety and Attachment "A" attached hereto is hereby substituted therefor. 5. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Lease between the parties dated July 22, 2022, shall remain in full force and effect. 6. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this First Amendment shall prevail and be given superior effect and priority over any conflicting- or inconsistent terms, statements, requirements or provisions contained in any other document or attachment. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date mentioned above. [SIGNATURE PAGE TO FOLLOW] Suffolk Lease Agreement — First Amendment 429 WITNESS• SUFFOLK CONSTRUCTIONS 0"1"$ 0,, COMPANY '�. GORpoR�9 C) �. SEAL�, -r"'- `. ignature BY: _"' '- �I 982 T' Signature - �.gPH�s. Print Name \ „1v,>^ Print Name, As its soul �4Sf:�• S'Ec� ATTEST: getanc CITY OF SUNNY ISLES BEACH BY• BY: Mauri �o Stan Morris, City Manager CMC City Clerk APPROVED AS TO FORM AND LEGAFFI IE BY: Edward A. Dion, City Attorney Suffolk Lease Agreement— First Amendment 430 Attachment "A" New Exhibit `B" to the Lease Suffolk Lease Agreement—First Amendment ---h -.=°' 431 EXHIBIT B SKETCH OF PROPERTY DEPICTING USABLE AREA o • 1_-.• �I•-„ r.�..�.4..1..—?mac. 1 MAIVIMPLNI 14 432 SU""Y rs1F City of Sunny Isles Beach 04 '�mfi 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners FROM: Stan Morris, City Manager DATE: September 15, 2022 RE: Ratification of a First Amendment to the Lease Agreement with Suffo4 Construction Company, Inc. RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: The City owns an unoccupied facility at 18050 Collins Avenue, formerly known as Tony Roma's restaurant. This property has sat vacant for two years producing no revenue for the City. City staff is in the process of issuing a Request for Proposals for the long-term rental of this space as a restaurant to generate revenue for the City. On July 21, 2022, the City Commission approved a lease agreement with Suffolk Construction for use of a portion of the facility. This lease agreement included the condition that Suffolk fully vacates the space within two weeks' notice to maintain our ability to enter into a long-term rental agreement with a restauranteur at the conclusion of the bidding process. This agreement provides a short-term revenue stream for the City while providing a solution to Suffolk. During the summer recess, Suffolk Construction Company, Inc. requested that the number of peoplE using the space be increased. Pursuant to Resolution No. 2022-3380 authorizing the City Manager tc sign or renew all required contracts, agreements, and purchase orders during the summer recess period, the City Manager approved the request subject to City Commission ratification. ADDITIONAL INFORMATION: The previous terms of the original lease approved in July 2022 remain in effect for Suffolk Construction Company, Inc. The increased use of the space will raise the rent from $5,000 to $10,000. The renter Item Number: 10.Q 406 433 will be responsible for all utilities. The City will have access to and retain the ability to repair other areas of the facility. ATTACHMENTS: Resolution First Amendment Item Number: 10.Q 407 434 ATTACHMENT" 6 RESOLUTION NO. 2022 - A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, REJECTING ALL PROPOSALS RECEIVED FOR REQUEST FOR PROPOSAL NO. 22-09-01 FOR RESTAURANT LEASE AND OPERATIONS AT 18050 COLLINS AVENUE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on September 9, 2022, the City of Sunny Isles Beach ("City") issued and advertised Request for Proposal No. 22-05-01 ("RFP") for restaurant lease and operation services at 18050 Collins Avenue ("Services"), and received two (2) submittals; and WHEREAS, upon careful review and consideration, the City Manager recommends rejection and re -advertisement of the RFP; and WHEREAS, pursuant to Section C-3.10 (a) of the City's Charter, the City Commission, upon recommendation of the City Manager and by a majority, has the authority to reject all proposals and re -advertise; and WHEREAS, the City now wishes to reject all proposals submitted for RFP No. 22-09-01.. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Reiection of All Bids. The City Commission hereby rejects all bids received for Invitation to Bid No. 22-09-01. Section 2. Authorization of the City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 3. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 15th day of December 2022. Dana 6d&h" Goldman, Mayor R2022 Rejection of RFP No. 22-09-01 Restaurant Lease and Operations -tc Page 1 of 2 435 ATTEST: APPROVED AS TO FORM AND LEG S FICIENCY: Mau 'cio Betan ur, CMC, City Clerk and A. Dion, City Attorney Moved by: ile - Y IWIL U56W �- Seconded by: Vote: Mayor Goldman _(Yes) (No) Vice Mayor Viscarra tt (Yes) (No) Commissioner Joseph (Yes) (No) Commissioner Lama (Yes) —/(No) Commissioner Stuyvesant (Yes) ✓ (No) R2022 Rejection of RFP No. 22-09-01 Restaurant Lease and Operations -tc Page 2 of 2 436 SV"NY is,¢ City of Sunny Isles Beach n 18070 Collins Avenue Sunny Isles Beach, Florida 33160 M •� i (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Genesis Cuevas, Purchasing Manager DATE: December 15, 2022 RE: Reject All Proposals Received for RFP 22-09-01 Restaurant Lease an( Operations at 18050 Collins Avenue (Formerly Tony Roma's) RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: Pursuant to the Code of Ordinance § 62-7(4), the City of Sunny Isles Beach has determined that it is it the best interest of the City to reject all proposals. On September 9, 2022, the RFP was released on Demandstar. Twenty (20) vendors registered as Plan Holder on Demandstar. Plan Holders automatically receive email updates regarding the RFP. Additionally, the RFP was emailed to over four hundred (400) restaurants listed on the Florida Restaurant & Lodging Association and the Greater Miami Convention & Visitors Bureau database The RFP was also emailed to approximately 15 interested vendors that requested to be added to the vendors list. The city held a non -mandatory sunshine pre -proposal conference and site -visit on September 20, 2022, in which seven (7) interested firms attended the meeting. Furthermore, upon a vendor's request, the city held a second public site -visit on September 30, 2022. The City Clerk's office received two (2) proposals in response to the RFP on October 20, 2022 Pantheon Gastrobar, Inc. and Prime 29, Inc. The Evaluation Committee, composed of three city staff members was appointed by the City Manager. The committee consisted of the Assistant City Manager, the Planning Zoning Director and the Senior Accountant.The evaluation committee met to review and rank the two proposals on November 3, 2022 at the 0 floor Conference Room. This meeting was Item Number: 10.0 146 437 posted on the city's website as a sunshine public meeting. Based off the criteria on page 31 of the RFP, the committee evaluated and ranked Pantheon Gastrobar as the highest ranked firm. The committee's recommendation is for the city manager to request approval from the City Commission to either into enter negotiations with Pantheon Gastrobar or to reject all proposals in the city's best interest. After considering and reviewing the committee's recommendation, the City Manager finds that it is in the best interest of the city to reject all proposals. Please be advised at this time, the city does not have a timeframe of if and when this solicitation will be re -advertised. ATTACHMENTS: Resolution Item Number: 10.0 147 438 A"17ACHMENT 6A 3. APPROACH/METHODOLOGY/STAFFING Pantheon Gastrobar restaurant will feature a full menu of high-end quality dishes, influenced by Italian, and Japanese Cuisine. We envision to build upon the success stories of our other current restaurants and bar venues by incorporating some of the most popular dishes which had been a success. See menus attached. Estimated price points for the Menu will range between $10 - $150.j' ally specials will be offered as per Chef recommendations. Our mission is to provide a unique culinary experience while enjoying life entertainment in a nice upscale environment. We strive to achieve this goal by: 1. Providing menu items incorporating only quality ingredients with an emphasis in exquisite taste and appealing presentation of all dishes. 2. To provide exemplary service always mindful of the well-being of our customers. 3. To provide an elegant and upscaled atmosphere. Pantheon Gastrobar location Is prime, in the heart of Sunny Isles will be a guaranteed success with a current population of 22,348 targeting thousands of residents and hotel visitors located within a 1S - mile radius and being part of Miami Dade County most populated county in the State. Pantheon Gastrobar Aim is simple, it will provide a completely sophisticated, sensual, European lifestyle experience for the locals and visitors who frequent Sunny Isles beaches. It will be an affordable venture for patrons, one that will encourage them to return on many occasions. We plan to offercaive entertainment on Fridaysand Saturdays, LadiesNight on Wednesdays, and Sundays we will have a succulent Brunch with a live'DJ where families can come in large groups to enjoy. The menu will vary as per the Chef recommendations but will always include a variety of quality meats, fish, and poultry so our customers have a variety to choose from. See attached layout of Seating Areas We will employ between 40 and 50 total employees. Our Kitchen Staff Will Consist of: 1 Main Chef, Luca Lobina (see attached resume) 1 Additional Sue -Chef 5 Line Cooks 1 Expediter 2 Dishwasher 2 Preps 4 Runners Page 3 of 8 PANTHEON GASTROBAR-RFP# 22-09-01 439 Our front of the house will consist of: OUR FRONT OF THE HOUSE WILL CONSIST OF: 1 General Manager, Michael Coppola (see attached resume) 1 Assistant Manager, Staff Trainer Mauro Primavera (See attached resume) 10-15 Servers 5 Bartenders 4-5 Bussers 1-2 Hostess Hours of Operations will be: MONDAY 11:00AM-11:00PM TUESDAY 11 OOAM-11:00PM WEDNESDAY 1ti 00W-1:00AM THURSDAY 1100AM—11:OOPM FRIDAY 110QAM.-3:00AM SATURDAY - 11;OOAM-';3:OOAM SUNDAY 11:00AM—10:OOPM Page 4 of 8 PANTHEON GASTROBAR-RFP# 22-09-01 440 4. KEYS TO SUCCESS Product quality: The products we buy are from the highest quality. We buy from the top south Florida vendors. See attached list for Major Vendor Names and Contact information. Service: The service will suffer if is not of the highest quality, therefore each member of the staff will be courteous, efficient, and attentive. Mauro, our assistant manager will hold Staff meetings weekly to discuss training procedures and related issues. Our patrons are paying to have an enjoyable time. Thus, we believe the presentation and quality of our cuisine along with the live entertainment, will create a lively ambiance for families to enjoy. Marketing: We will need to target our audience in a constant basis. We will use advertising in social media, direct mass mailing and will create different venues to entice our surrounding neighborhoods to attend our restaurant. In addition, we will host: Charity Events Private Events Building Condominium Welcoming Parties Ten percent (10%) discount for City Employees Twenty percent (20%) discount for first respondents The dining and live entertainment must be delivered in a fashion that will not only inspire repeat business but encourage word-of-mouth recommendations to others. Management: We will need to have a firm grasp on food, beverage, and labor costs by adhering to the same model efficiently working at the current restaurants owned by Frank Talerico. Proper inventory, employee management and quality control are key. Future Ideas: As sales increases, we will monitor our clientele demand and needs, to extend hours of operation with emphasis in the breakfast which is presently limited in Sunny Isles area. Page 5 of 8 PANTHEON GASTROBAR-RFP# 22-09-01 441 5. CAPITAL INVESTMENT See attached detailed proposal for the renovation of the restaurant facility. In addition to the existing kitchen equipment, Pantheon Gastrobar will be adding the following equipment with an estimated cost of $100,000. • 2 Deep Fryers • 2 Pizza Ovens • 1 Bread Oven • 1 Convection Oven • 1 Double Decker Convection Oven • 4 Stove with 6 burners ** verify if correct amount" • 1 Pasta Cooker • 6 2 -Door Coolers • 1 4 -door Double Decker Cooler • 1 Dishwasher • 1 3 Compartment Sink • 1 Microwave • 1 Chest Freezer • 1 Small 2 -Door Freezer • 1 Tall 2 -Door Freezer • 1 Slicer • 1 6ft Prep Table • 1 4ft Prep Table • 14 Floor Mats • 2 Big Ice Machine • 1 Commercial Mixer (big one for pizza dough) • 12 Glass Racks • 4 Heat Lamps • 2 8ft Tables online (with 4 shelves on each) • 9 Cutting Boards • 6 Big white cutting boards on coolers • 1 Expresso Machine • 1 Coffee Grinder • 1 Coffee Maker • 1 Blender Other costs will include dishes, glassware, tables, chairs, food/liquor inventory Ceiling Chandeliers and decorations The decor will include a modern yet contemporary style with red and black accents throughout the restaurant. Dining tables will have table clothes surrounded by beautiful modern style comfortable chairs. Current booth will remain but will be re -upholster. Ceilings will be renovated with chandeliers to match the new look. Page 6 of 8 PANTHEON GASTROBAR-RFP# 22-09-01 442 6. FINANCIAL CAPABILITIES See attached financial statements and tax returns in the sealed envelope. 7. REFERENCES See attached letters from Tenants 8. PROPOSED RENTAL SCHEDULE See attached rent schedule chart proposal 9. CONTRACT FORMS See attached affidavits executed See attached Addendum 1 thru 6 Page 7 of 8 PANTHEON GASTROBAR-RFP# 22-09-01 443 10. EXCEPTIONS As referenced on the "Request for Proposal' page 19, 2.14 Base Rent 3'd paragraph, we respectfully propose the following percentage and term change: "After the 2"d year, Base Monthly Rent shall be subject to annual increases, in the Consumer Price Index ("CPI') on the first day of the month of every year anniversary of the Lease Term and such revised amount shall be referred to herein as the Base Monthly Rent. The sum so calculated shall constitute the new monthly Base Monthly Rent until the following Rent Adjustment Period. In no event shall such new monthly Base Monthly Rent be less than the Base Monthly Rent for the prior Rent Adjustment Period or represent an increase of no more than three percent (A) from the Base Monthly Rent of the prior Rent Adjustment Period. WE HEREBY CONCLUDE OUR PRESENTATION AND WOULD WELCOME ANY QUESTIONS AND CLARIFICATIONS YOU MIGHT HAVE. ' Z4? Judith Reyes Page 8 of 8 Date Date PANTHEON GASTROBAR-RPP# 22-09-01 444 0 0 Fn m A m 0 z D A M. 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M o% rd O U .� ++ O N Y' tl 'm 104 C- O 9 LL 0 �' W O 0 w p N GZQ r7 A N u .p tl 9 tl b�! v- O N toti :� qqrd v 4) v u allyi o G G a oC w y oqf u d 3 3 > d w ti o d tl 4 m p'i G, rov v b m ^d to .o U '� pp (D N C tl T I': O o `_+ 9 u tl R 'n p b a o v a; o a N n m v m b ai tot q H o m � v CD b� °'- tl tl ,T k N d d[ W '� v a N 5 w n tl m I- ui ma.bb a)0 v `'x v obi oki 01 cci n a n n cn W N v, G° ci ro vt i' tl a o ti_ u O O U V U a QO v n d o .� v s.°o c ° T ti C:_ o O a -1 ZZOZ 21380100 - ;1034 311JOdd ANVdW00 453 ATTACHMENT 7 RESOLUTION NO. 2023- p� l AN RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, RATIFYING A SECOND AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, FLORIDA, AND SUFFOLK CONSTRUCTION COMPANY, INC., ATTACHED HERETO AS EXHIBIT "A"; PROVIDING THE CITY MANAGER WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE SECOND AMENDMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach, Florida ("City") owns property located at 18050 Collins Avenue, Sunny Isles Beach, which was formerly operated as a Tony Roma's restaurant ("Property"); and WHEREAS, Suffolk Construction Company, Inc. ("Suffolk") desired to rent, and the City desired to lease, a portion of the Property as a temporary construction office from the City; and WHEREAS, on July 21, 2022, via Resolution No. 2022-3376, the City Commission approved a lease agreement between the parties for a term commencing on July 23, 2022, and expiring on December 23, 2022, in an amount of Five Thousand Dollars ($5,000.00), per month, subject to the terms and conditions set forth in said lease agreement (the "Lease Agreement"); and WHEREAS, on September 15, 2022, via Resolution No. 2022-3403, the City Commission ratified a First Amendment to the Lease Agreement, providing that Suffolk shall pay rent in an amount of Ten Thousand Dollars ($10,000.00) per month, and may utilize additional space within the Property as set forth therein; and WHEREAS, on December 15, 2022, the City Commission authorized the City Manager to negotiate and execute a Second Amendment to the Lease Agreement with' Suffolk, for the purposes of extending the lease term and increasing the monthly rent; and WHEREAS, pursuant to the authority provided by the City Commission, the City Manager has negotiated and executed a Second Amendment to the Lease Agreement with Suffolk, extending the lease term to lune 30, 2023, increasing the rent payable by Suffolk to Twenty Thousand Dollars ($20,000.00) per month, and further eliminating the limitations on the area that Suffolk may utilize within the Property, a copy of which is incorporated herein and attached hereto as Exhibit "A". NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA: Section 1. Incorporation of Recitals. The foregoing recital paragraphs are hereby ratified and confirmed as being true and the same are hereby made part of this Resolution. Section 2. Ratification of Second Amendment to the Agreement. The City Commission hereby ratifies the Second Amendment to the Lease Agreement between the City of Sunny Isles Beach and Suffolk Construction Company, Inc., attached hereto as Exhibit "A". @BCL@B40B5562.docx Page 1 of 2 454 Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution shall become effective upon passage. PASSED AND ADOPTED upon this 191h d4y"of Jar uary 2023. Maurikio 134tancuk CMC, City Clerk LaiMa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY: .C)6 A -') Valerie Vicente, City Attorney /1 Moved by: Seconded by: ef- Vote: Mayor Svechin �/ (Yes) (No) Vice Mayor Viscarra (Yes) (No) Commissioner JosephYes) (No) Commissioner Lama ✓ (Yes) (No) Commissioner Stuyvesant (�{¢�> (Yes) (No) @BCL@ 840B5562.docx Page 2 of 2 455 kSV,NY „Pl SECOND AMENDMENT TO THE TRIPLE NET LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND O IYN SUFFOLK CONSTRUCTION COMPANY, INC. This Second Amendment to the Triple Net Leaseback Agreement between the CITY OF SUNNY ISLES BEACH ("Landlord") and SUFFOLK CONSTRUCTION COMPANY, INC. ("Tenant"), executed this 1, day of Jrm-jorby , 2023, is made a part of the original Triple Net Leaseback Agreement dated July 22, 2022, as amended, between the Landlord and Tenant ("Lease"). The Landlord and Tenant hereby agree as follows: 1. EFFECTIVE DATE. The Effective Date of this Second Amendment shall be December 31, 2022. 2. AMENDING TERM. Section 1 of the Lease "Lease Term" is hereby deleted in its entirety, and the following language shall be substituted: Lease Term. This Lease shall commence on July 23, 2022 (the "Commencement Date"), and shall terminate on June 30, 2023, unless terminated earlier by either party by giving the other written notice of termination fourteen (14) days prior to the date the tenancy shall end (the "Termination Date"). On the Termination Date, the Tenant shall be required to immediately vacate the Property. 3. AMENDING SECTION 7.1, MONTHLY RENT. Section 7.1 of the Lease "Monthly Rent" is hereby amended to provide that the Monthly Rent, as defined therein, shall be Twenty Thousand Dollars ($20,000.00) per month. Except as specifically modified herein, all terms and conditions of Section 7.1 shall remain in full force and effect. 4. ELIMINATING SECTION 3.1, LIMITATIONS ON USE. Section 3.1 of the Lease "Limitations on Use" is hereby deleted in its entirety. 5. AMENDING SECTION 10, ALTERATIONS. Section 10 of the Lease "Alterations" is hereby amended by substituting the term "Usable Area" with the term "Property." Except as specifically modified herein, all terns and conditions of Section 10 shall remain in full force and effect. 6. ELIMINATING EXHIBIT "B". Exhibit "B" of the Lease "Sketch of Property Depicting Usable Area" is hereby deleted in its entirety. 7. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Lease between the parties dated July 22, 2022, as amended, shall remain in full force and effect. 8. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this Second Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent terms, statements, requirements or provisions contained in any other document or attachment. [SIGNATURE PAGE TO FOLLOW] Suffolk Lease Agreement — Second Amendment 456 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date mentioned above. WITNESS: Signature Print Name Suffolk Lease Agreement — Second Amendment SUFFOLK CONSTRUCTION COMPANY, xrc.. BY. Signature Print Name, As its `��Jjjliirlll1 TtpN%,� Poi -SEAL 1982 o1111110 - CITY OF SUNNY ISLES BEACH BY: s. 1'192 'y Stan NUrri, City Manager APPROVED AT ORM AND LEG OF CIE BY: Valerie Vicente, City Attorney N 457 6y�1NY �St� City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 AY lAS5 Sae " (305) 947-0606 City Hall OF su (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Susan Simpson, Deputy City Manager DATE: January 19, 2023 RE: Ratification of Second Amendment to the Lease Agreement with Suffo4 Construction Company, Inc. RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: Through Resolution No. 2022-3376, the City entered into a lease agreement with Suffolk Constructor Company, Inc for the use of the city owned vacant property formerly known as the Tony Roma's restaurant. The property had been left vacant without producing income. The initial lease was agreed to expire no later than December 31, 2022 and was for a portion of the premises that equated to approximately half of the available square footage. The initial term was limited as the City was in the process of issuing a Request For Proposals that was hoped to result in a new full-time tenant by the first of 2023. As those bids were rejected, the City Commission discussed and authorized the Cit) Manager to enter into negotiations with Suffolk to extend their lease at the same rate as the anticipated restaurant revenue. Suffolk agreed to rent the entire premises at the increased rate of $20,000.00 per month with all of the same terms and conditions as the initial agreement to include their full financial responsibility for utilities and property taxes. Due to the expiration of the initial term, this amendment was executed and is before you now for ratification. ADDITIONAL INFORMATION: This new term will expire on June 30,2023 so that the City may continue the bidding process for a restaurant operator for this property while still providing for the same cancellation terms as the original agreement of 14 days notice if necessary. FUNDING SOURCE: No funding is required for approval of this item as it is a revenue generating agreement. Item Number: 10.F 458 ATTACHMENTS: Resolution Second Amendment Item Number: 10.F 459 ATTACHMENT 8 RESOLUTION NO. 2023-� A RESOLUTION OF THE CITY COMMISSION OFTHE CITY OF SUNNY ISLES BEACH, FLORIDA, RATIFYING A THIRD AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, FLORIDA, AND SUFFOLK CONSTRUCTION COMPANY, INC., EXTENDING THE TERM OF THE LEASE AGREEMENT TO JULY 31, 2023, ATTACHED HERETO AS EXHIBIT "A"; PROVIDING THE CITY MANAGER WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE SECOND AMENDMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach, Florida ("City") owns property located at 18050 Collins Avenue, Sunny Isles Beach, which was formerly operated as a Tony Roma's restaurant ("Property"); and WHEREAS, Suffolk Construction Company, Inc. ("Suffolk") desired to rent, and the City desired to lease, a portion of the Property as a temporary construction office from the City; and WHEREAS,on July21, 2022, via Resolution No. 2022-3376, the City Commission approved a lease agreement between the parties for a term commencing on July 23, 2022, and expiring on December 23, 2022, in an amount of Five Thousand Dollars ($5,000.00), per month, subject to the terms and conditions set forth in said lease agreement (the "Lease Agreement"); and WHEREAS, on September 15, 2022, via Resolution No. 2022-3403, the City Commission ratified a First Amendment to the Lease Agreement, providing that Suffolk shall pay rent in an amount of Ten Thousand Dollars ($10,000.00) per month, and may utilize additional space within the Property as set forth therein; and WHEREAS, on December 15, 2022, via Resolution No. 2023-3459, the City Commission ratified Second Amendment tothe Lease Agreementwith Suffolk, extending the leaseterm and increasing the monthly rent, in an amount of $20,000.00 per month; and WHEREAS, pursuant to the authority provided by the City Commission, the City Manager executed a Third Amendment to the Lease Agreement with Suffolk, extending the lease term to July 31, 2023, attached hereto as Exhibit "A". NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA: Section 1. Incorporation of Recitals. The foregoing recital paragraphs are hereby ratified and confirmed as being true and the same are hereby made part of this Resolution. Section 2. Ratification of Third Amendment to the Agreement. The City Commission hereby ratifies the Third Amendment to the Lease Agreement between the City of Sunny Isles Beach and Suffolk Construction Company, Inc., attached hereto as Exhibit "A". R2023 Second Amendment to Suffolk Lease Page 1 of 2 460 Section 3. Authorization of City Manager, The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution shall become effective upon passage. PASSED AND ADOPTED upon this 201h day af—ju Larisa Sve4hin, Mayor ATTES : ' APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Arm Maur cio detancui, CMC, City Clerk alerie Vice te, City Attorney Moved byl,l,�I`'i� Seconded by: Vote: / Mayor Svechin V (Yes) (No) Vice Mayor Viscarra (Yes) (No) Commissioner Joseph (Yes) (No) Commissioner Lama (Yes) (No) Commissioner Stuyvesant (Yes) (No) R2023 Second Amendment to Suffolk Lease Page 2 of 2 461 N"T IJ, f. ° IBM AMENDMENT TO THE TRIPLE NET LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND SUFFOLK CONSTRUCTION COMPANY, INC. This Third Amendment to the Triple Net Leaseback Agreement between the CITY OF SUNNY ISLES BEACH ("Landlord") and SUFFOLK CONSTRUCTION COMPANY, INC. ("Tenanf"), executed this 241 day of J j .- , 2023, is made a part of the original Triple Net Leaseback Agreement dated July 22, 2022, as amended, between the Landlord and Tenant ("Lease"). The Landlord and Tenant hereby agree as follows: 1. EFFECTIVE DATE. The Effective Date of this Third Amendment shall be June 29, 2023. 2. AMENDING TERM. Section 1 of the Lease "Lease Term" is hereby deleted in its entirety, and the following language shall be substituted: Lease Term. This Lease shall commence on July 23, 2022 (the "Commencement Date"), and shall terminate on July 31, 2023, unless terminated earlier by either party by giving the other written notice of termination fourteen (14) days prior to the date the tenancy shall end (the "Termination Date"). On the Termination Date, the Tenant shall be required to immediately vacate the Property. 3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Lease between the parties dated July 22, 2022, as amended, shall remain in full force and effect. 4. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this Third Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent terms, statements, requirements or provisions contained in any other document or attachment. [SIGNATURE PAGE TO FOLLOW] Suffolk Lease Agreement— Third Amendment 462 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date mentioned above. WITNESS: Signature Print Name ATT4idetand BY: CMC City Clerk Suffolk Lease Agreement— Third Amendment SUFFOLK CONSTRUCTION COMPANY CITY OF S ISLBEACH BY: r y Stan Morris, City M ger APPROVED FORM AND LEGAIc,�UF C BY: Jl rCIE Valerie Vicente for Nabors Giblin & Nickerson PA City Attorney 463 ``��t►►irrrri •��,.UCTfp BY: apo Signature Sq EAE =_ /�rn2pa: Lota.•ar� / FS,1 S:ry 982 � ���'7� `��� V � Print Name, As its '�y��$ CITY OF S ISLBEACH BY: r y Stan Morris, City M ger APPROVED FORM AND LEGAIc,�UF C BY: Jl rCIE Valerie Vicente for Nabors Giblin & Nickerson PA City Attorney 463 INVITATION TO SUBMIT A LETTER OF INTEREST (LOI) LOI # 24-03-01 This Request for Letter of Interest (1-01) is intended to establish whether the services specified is currently available from multiple firms. The purpose of this request is to identify potential vendors that are interested in engaging with the city to design/build/operate/lease a food operation space. The city is not requesting submittals of pricing/revenue. Following the submissions, the city reserves the right to pre -qualify and shortlist the vendors that will subsequently participate in a formal RFP solicitation, or the city reserves the right to award a contract based on this LOI process or reject all and issue an RFP open to any and all firms. CAFE DESIGN -BUILD, LEASE AND OPERATIONS AT 18050 COLLINS AVENUE (F/K/A TONY ROMAS) Section 1 SCOPE OF WORK 2.1 GENERAL: The City of Sunny Isles Beach occupies 1.78 square miles in the northeastern corner of Miami - Dade County, the most populated county in the State of Florida. With an estimated population of 22,348 people, Sunny Isles Beach ranks 15 in population amongst the 34 municipalities in the County. The City is located on a barrier island bounded by the Atlantic Ocean on the east and the Atlantic Intracoastal Waterway on the west and has been developed primarily for residential purposes. The City was incorporated in 1997 and operates under a mayor -commission -manager form of government. The goal of this LOI is to shortlist qualified real estate developers/restaurant operators for development and operation of a cafe on City -owned property. The City reserves the right to accept or reject any or all proposals, or parts of proposals, to waive any informalities, technicalities or irregularities, to re -advertise this LOI, reject all, or take any similar actions that may be deemed to be in the best interest of the City. 2.2 CONE OF SILENCE: Potential and actual proposers shall not solicit or otherwise communicate in any manner whatsoever, directly or indirectly, with the City Council, City Manager, evaluation committee members, or City staff, other than Purchasing Division personnel, regarding this RFP from the time of the RFP initial release through the award. The City, in its sole discretion, reserves the right to acceptor reject any proposal, in whole or in part, which is in the best interest of the City. Proposals are subject to review and evaluation by the City. 2.3 PURPOSE OF LOI: The City of Sunny Isles Beach, Florida (the "City"), a municipality located in Miami -Dade County, Florida, seeks to engage with firms (the "Tenant or "firm") interested in participating in the negotiations and planning process of a design -build cafe at 18050 Collins Ave, Sunny Isles Beach, FL 33160, formerly known as Tony Romas. The designated space is estimated to have 822 SF of interior cafe space, and 1,432 of outdoor space. At a minimum, the Proposer shall provide food service during regularly scheduled operating hours as approved by the City, which may include breakfast, lunch and dinner type service to the general public seven days a week. The selected Proposer shall be responsible for any and all licenses required for delivering such services. The selected proposer will be responsible for planning in conjunction with the city's Architectural firm as part of the design/renovations of the existing location. The existing location is currently in design to create office space for the City's Bldg. Department in conjunction with a cafe. The one- story existing structure consists of approximately 7,363 Square Feet of which 822 SQ FT will be dedicated cafe space, with 1,432 SQ FT outside dining area allowed with 4 feet of accessibility. Refer to Exhibit "A" for renderings of cafe location. Exhibit "A" reflects a draft of the square footage and footprint for cafe and outdoor patio areas only. The design of other area is subject to change. Restrooms are existing and shared with visitors to the Government Center Annex. The city intends to shortlist respondents to this LOI and issue a formal RFP only to those vendors qualified and shortlisted. The subsequent RFP will contain the lease agreements. All costs associated with responding to this LOI will be solely at the submitting firm's expense; the City will not pay for any submitted information, or any costs incurred in providing information in response to this LOI. Not responding to this LOI will preclude participation in any future RFP, if any is issued. All LOI responses will be public and should not contain any proprietary or confidential information. 2.4 EXPECTED DELIVERABLES —SUBJECT TO NEGOTIATIONS: The City may require the awarded Contractor to: • Be licensed to operate food and beverage services within the licensed areas. • The Operator shall obtain and maintain all liquor licenses necessary to provide alcoholic beverage services at the facility (if applicable to the proposed menu). • Maintain the prescribed levels of insurance, to be established by the City, attached as exhibit "B". • Utilities: Be responsible for all utilities generally provided for the premises such as sewer and water service. Separate metering for water, electric will be provided. • Janitorial: Be responsible for all janitorial services, both interior and exterior, servicing and maintenance of facility, garbage removal service, any telephone, electricity and cable services and all other services awardee obtains for the premises. • Contractor to provide regular extermination services. • Garbage: Tenant shall remove from the Premises or otherwise dispose of all garbage, debris and other waste materials (whether solid or liquid) arising out of the use and occupancy of the Premises or out of any operations conducted within or upon the Premises in accordance the highest standards of sanitary practice and at all times in accordance with Applicable Laws. When removing such waste, Tenant shall comply with all Applicable Laws relating to sanitation and waste disposal. Any items shall be kept in suitable garbage and waste receptacles, as approved in writing by Landlord. Tenant shall have the exclusive (non-public) use of a dumpster area at which Tenant shall store its refuse, garbage and waste materials. Tenant shall enclose the dumpster at Tenant's expense, which enclosure shall be erected and maintained in compliance with the City Code of Ordinances. Contractor to dispose of all garbage and waste in designated on-site dumpsters upon closing each evening. No garbage may be stored during business hours within sight of the public. • Odor: Tenant shall not create nor permit to be caused or created upon the Premises any obnoxious odors or smoke or noxious gases or vapors which would constitute a nuisance; provided, however, that fumes resulting from the normal operations of vehicles or normal business operations shall be excepted from this provision, unless same constitutes a legal nuisance or as otherwise prohibited by Applicable Law. 0 Contractor to provide consistent hours of operation, in accordance with the City's Code, to be approved by the City. • Contractor to provide strong, professional customer service. • Contractor to provide all food, beverages and supplies, and mechanisms for ordering and receiving and maintaining accounts for food, beverages and supplies. • Contractor shall meet all Health Department regulations and other applicable laws and regulations in operating the restaurant. • Operator shall prepare and submit to the City a statement of Gross Revenue earned from its operations and management of the facility for each month of the Agreement, or unless otherwise negotiated. • Smoking inside and outside of the Premises is strictly prohibited. • Noise: As the cafe will be adjacent to a Building Department, noise level audio must be lowerthan what is required by Code. After 5:00 PM Monday— Friday, audio decibels must comply with City Code of Ordinances, Chapter 193 - Noise. The Tenant is responsible for monitoring noise levels with a sound decibel reading device, if necessary. • Signage: The signage for the restaurant shall comply with all City zoning regulations and requirements. All signs posted for events will comply with City Code of Ordinances, Chapter 265, Article IX — Sign Regulations. Monument sign space available. • Personnel: Recruit, train, supervise and employ adequate staff to efficiently operate the restaurant during all normal hours of operation. • Security: Provide adequate security for the Premises and all portions of them for the purposes of protecting persons and property. • Parking: Tenant shall have the non-exclusive right in common with the general public to utilize the City's municipal parking spaces located in the surface parking lot at the Government Center. • Food/Inventory Delivery Trucks: Food or other delivery trucks shall not cause disruptions to the Premises or cause loud noise. Deliveries must only be permitted between 11:00 PM and 6:00 AM. • Food Couriers (e.g. UberEats, Grubhub, etc.): Food couriers are permitted as long as they do not obstruct the flow of traffic on Collins Avenue or traffic to/from the Government Center, including the driveway and parking lot. • Menu: If proposed menu is changed after contract award, without the City's written consent, this shall be considered a contractual breach and subject to termination for cause. • Permits: The Contractor shall be required to obtain and maintain all governmental licenses or permits required for the proper and lawful operation of the restaurant and activity carried on in the Premises, including all licenses and permits to operate indoor and outdoor food services and to serve alcohol, if applicable. Licensee shall conform to all licensing and/or permit requirements, regulations and guidelines under the State of Florida Department of Agriculture and Consumer Services Division of Food Safety, and/or the State of Florida Department of Business and Professional Regulation, including, but not limited to the Department of Health, Building and Fire of Miami Dade County, Florida and the Commission of Sunny Isles Beach ordinances and regulations. Such proposer costs associated with regulatory requirements shall be taken into consideration from the proposer, as depicted specifically within the body of the proposal. SECTION 3 Evaluation Process 3.0 EVALUATION The evaluation committee intends to evaluate and shortlist firms based on the response to Section 4. 3.1 ORAL PRESENTATIONS During the evaluation process, the city may, at its discretion, request any one or all Firms to make oral presentations. Such presentations will provide Firms with an opportunity to answer any questions the committee may have on a Firm's proposal. Not all firms may be asked to make such oral presentations. The committee reserves the right to schedule a site visit to the proposed firm's restaurant facility, if feasible. If food is consumed during the visit, each evaluation member will pay out of pocket for their meal. END OF SECTION Section 4 Proposal Format 4.0 FORMAT: LABEL EACH SECTION AS NUMBERED The proposal must be in the following format. 1. COMPANY INFORMATION: ■ Name of Business/Company (including any "Doing Business As" names) ■ Company Locations ■ Internet Web Site Address (if any) ■ Details of Entity Business Structure (Corporation, Partnership, LLC) ■ Date Founded ■ Home office address and telephone number, and business address. ■ List of any prior or pending litigation in which the Proposer, any of its employees or subcontractors is or has been involved within the last three years. ■ Proof of insurance ■ Email Address ■ W9 2. QUALIFICATIONS: Successful Proposers will be experienced business owners with a proven track record. Interested parties should provide information indicating that they will be able to successfully operate their proposed business as a tenant in the given space. Successful proposer must have financial capital to build out and properly equip the facility to operate it. A resume of relevant professional experience is required. Additionally, if the proposed business is an expansion of an existing business then provide information relating to existing business (as it compares to size and style of proposed cafe), or if the proposer is currently operating or has previously operated a similar commercial business. 3. APPROACH / METHODOLOGY / STAFFING: Proposers should provide a detailed .description of their EXSISTING business. At a minimum, this description should include the following information: • Types of products sold/services offered, including sample menu • Layout of seating areas • Experience and qualifications of staff and satisfactory record of performance of staff • Hours of operation. • Methodology to providing the services requested in this solicitation. • A description of the proposed motif, decor and equipment. • Marketing Strategies- describe your marketing plan to attract and retain a large customer base including local residents, nearby/onsite employees, businesses tourist. • Management Policies and Customer Service Structure. • Provide the type of cuisine, what meals will be served e.g. breakfast, lunch or dinner and, hours of operation. • Describe routine procedures for maintaining restaurant standards to the highest level, including, but not limited to cleanliness of the location, cleanliness of fixtures, and the orderly and adequate display of decor and glassware. Proposers should provide descriptions and visual aids of proposed signage (if any), decor, and proposed layout and styles of furniture. The plan should also include an assessment of the target market and potential competition. END OF SECTION REASON FOR "NO BID" For firms choosing M to propose on this opportunity, the City appreciates your response using this form. Please return via email to Purchasing(o—)sibfl.net. Why did your firm choose not to respond to this opportunity? Circle all that apply from below list: a. We do not offer these services or equivalent. b. Insufficient time to respond to the solicitation. c. Our project schedule would not permit us to perform. d. Unable to meet requirements. Other: , CITY OF SUNNY ISLES BtpCH 18070 Collins AVe: Sun,ny,lsles Beach, FL 33160. 305.792.1707 s I net �l Purchasing@sibfl net 2rcGoor �a%.:8aa s�, ��%/1//� glw,red Qeskroom 1_ pu}am� L' avereo4 473 \SiL Es CITY OF SUNNY ISLES BEACW +, 18070 Collies Ave. ,j SUnny._Jisles'' —h, FL 33150 305.792.1707 1 sibfl net tPurchasin>;@s'ibfl net A 1 T INSURANCE Comprehensive General Liability with minimum limits of One Million Dollars ($1,000,000) per occurrence and $2,000,000 Aggregate for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive Liability policy, without restrictive endorsements, as filed with the Insurance Services office, and must include: • Premises and Operations • Independent Contractors • Products and Completed Operations Hazard • Broad Form Property Damage • Broad Form Contractual Coverage applicable to this specific Contract, including any Hold Harmless and/or Indemnification Agreement • Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury and Property Damage Liability • Primary and Non-contributory Endorsement • Waiver of Subrogation to the benefit of The City of Sunny Isles Beach • Additional Insured for The City of Sunny Isles Beach Business Automobile Liability with minimum limits of One Million ($1,000,000) per occurrence single limit for Bodily Injury and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: • Owned Vehicles • Hired and Non -Owned Vehicles • Employers' Non -Ownership • Primary and Non-contributory Endorsement • Waiver of Subrogation to the benefit of The City of Sunny Isles Beach • Additional Insured for the City of Sunny Isles Beach Workers' Compensation as required by Florida statute, including a minimum of $1,000,000 Employers' Liability, including a Waiver of Subrogation to the benefit of The City of Sunny Isles Beach. $2,000,000 Umbrella Excess Liability policy over and above and following the format of the designated primary liability coverage forms. Before starting the Work, the vendor will file and make sure that all certificates of insurance required by this document and by the Contract are in the City's possession. These certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially changed until at least thirty (30) days prior written notice has been given to the City by certified mail. The City shall be named as an additional insured on the above -referenced policies. The vendor agrees that if any part of the Work under the Contract is sublet, they will require the Sub-vendor(s) to carry insurance as required, and that they will require the Sub- vendors) to furnish to them insurance certificates similar to those required by the City in this section. 2.10.1 Cancellation and Re -Insurance; If any insurance should be canceled or changed by the insurance company or should any insurance expire during the period of this contract, the Contractor shall be responsible for securing other acceptable insurance to provide the coverage specified in this section to maintain coverage during the life of this Contract. All deductibles must be declared by the Contractor and must be approved by the City. At the option of the City, either the Contractor shall eliminate or reduce such deductible or the Contractor shall procure a Bond, in a form satisfactory to the City, covering the same. The successful proposer(s) must submit, prior to signing of contract, a Certificate of Insurance naming the City of Sunny Isles as additional insured. Procurement Roadmap: Cafe Space Lease at 18050 Collins Ave (as of March 2025) In September 2024, the city received approval to award a lease agreement for a cafe space at the city - owned property located at 18050 Collins, formerly known as "Tony Romas". The Purchasing Code of Ordinances, Chapter 62, does not mandate a procurement process to lease a city -owned property, nonetheless, the city staff elected to pursue several competitive negotiation processes, including a Request for Proposal (RFP), distributed to over 400 local restaurants, Exhibit A. Following the rejection of the two proposals submitted, Procurement released an informal procurement, known as a Letter of Interest (LOI) to further engage the restaurant industry, and award competitive lease in favor of the city. The city received five proposals from the LOI process, in which the Evaluation committee, recommended the City Manager's office to award a lease agreement to Negroni, based on several factors, including financials and revenue, as shown in Exhibit B. Unfortunately, the negotiations were not successful. Despite the Procurement Department's two attempts to procure and source restaurants, the city staff does not have real estate expertise nor a commercial listing database to effectively engage in the restaurant industry, which was evident with the results. Ultimately, the City of Sunny Isles Beach engaged a real-estate professional broker, a common practice in the industry, experienced in government-owned property to source tenants and negotiate a lease on the city's behalf, piggybacking City of Fort Lauderdale, Exhibit C Below is a synopsis of the city's lengthy procurement roadmap of the sourcing process, and the current recommendation on the subject property. RFP # 22-09-01 Restaurant Lease and Operations DISTRIBUTED TO: DemandStar, City's Facebook Page, and emailed to over four hundred (400) restaurants listed on the Florida Restaurant & Lodging Association and the Greater Miami Convention & Visitors Bureau database. SCOPE OF WORK: The City of Sunny Isles Beach seeks the services of a "Tenant or "Operator", to operate and lease a restaurant at 18050 Collins Ave, Sunny Isles Beach, FL 33160, formerly known as Tony Romas. The one-story existing structure consists of approximately 7,363 Square Feet, with 1521 SQ FT outside dining area allowed with 4 feet of accessibility. Minimum Base Monthly Rental: $20,000. MINIMUM QUALIFICATION REQUIREMENTS: The Proposing Firm must be licensed (or will become licensed upon award) under the appropriate Florida state and Local laws with the licenses indicated below. Proposing Firm must successfully operate (or have successfully operated) one (1) or more permanent seating restaurants of similar or greater size, scope and complexity to the specifications of the RFP, in the last five (5) years. 477 Procurement Roadmap: Cafe Space Lease at 18050 Collins Ave (as of March 2025) Firm shall provide a minimum of one (1) reference letter from a landlord in which Contractor served as Primary tenant for a restaurant facility similar in size, OR Proposer must provide a good standing bank reference reflecting their mortgage payment history for the last five years. Firm(s) must submit audited financial statements for the past three (3) years, including an income statement, a profit and loss statement, a balance sheet and a cash flow statement. This information will be reviewed by a City CPA. TWO (2) SUBMITTALS: Only Two; Prime Concepts Detroit, Pantheon Gastrobar PANTHEON MAX PROPOSED REVENUE FOR ENTIRE SPACE: $20,000 Monthly Base Rent, subject to 3% increase. $32.59 S/F. - EXHIBIT D. PRIME 29 MAX PROPOSED REVENUE: $20,000 MONTHLY BASE RENT AND 3% for sales in excess of $6,000,000.- EXHIBIT E. PUBLICLY ADVERTISED EVALUATION COMMITTEE SUNSHINE MEETING: November 3, 2022. ACTION TAKEN: Upon review, the Evaluation Committee proposed to reject all proposals. TIMELINE FOR PROCUREMENT PROCESS FROM RELEASE TO ACTION TAKEN: September 9, 2022 - December 15, 2022. = 4 months. As a result of only receiving two proposals for the above RFP, neither of which fulfilled the goals set forth for this project, the Purchasing Division recommended the release of a Request for Letters of Interest (LOI), which is less formal than a typical government RFP solicitation. The purpose of this LOI was to identify potential firms interested in engaging with the city to design, build, operate, and lease a food operation space. During this LOI process, which was subject to the Cone of Silence, the city did not provide minimum leasing terms. The intent of this process was to tap into the restaurant industry and gauge interest in this lease, which includes a design -build component. LETTER OF INTEREST # 24-03-01 CAFE DESIGN -BUILD, LEASE AND OPERATIONS AT 18050 COLLINS AVE - EXHIBIT F DISTRIBUTED TO: DemandStar, City's Facebook Page, and emailed to over four hundred (400) restaurants listed on the Florida Restaurant & Lodging Association and the Greater Miami Convention & Visitors Bureau database. SCOPE OF WORK: The City of Sunny Isles Beach seeks to engage with firms (the "Tenant or "firm") interested in participating in the negotiations and planning process of a design -build cafe at 18050 Collins Ave, formerly known as Tony Romas. The designated space is estimated to have 822 SF of interior cafe space, and 1,521 of outdoor space. At a minimum, the Proposer shall provide food service during 478 Procurement Roadmap: Cafe Space Lease at 18050 Collins Ave (as of March 2025) regularly scheduled operating hours as approved by the City, which may include breakfast, lunch and dinner type service to the general public seven days a week. The selected proposer will be responsible for planning in conjunction with the city's Architectural firm as part of the design/renovations of the existing location. MINIMUM QUALIFICATION REQUIREMENTS: Successful Proposers will be experienced business owners with a proven track record. Interested parties should provide information indicating that they will be able to successfully operate their proposed business as a tenant in the given space. Successful proposer must have financial capital to build out and properly equip the facility to operate it. A resume of relevant professional experience is required. Additionally, if the proposed business is an expansion of an existing business then provide information relating to existing business (as it compares to size and style of proposed cafe). FIVE (5) SUBMITTALS: Bullie, HZIP, Latino Hospitality (Negroni), Roasters and Toasters, Taste Cafe. MAX PROPOSED REVENUE FOR ENTIRE SPACE: $75 S/F, triple net plus sales tax PUBLICLY ADVERTISED EVALUATION COMMITTEE SUNSHINE MEETING: April 1, 2024 ACTION TAKEN: The evaluation committee recommended forthe City Manager to enter into contract negotiations with Negroni. After receiving approval to enter into negotiations with Negroni, the negotiations fell through due to Negroni's non -compete radius restrictions. TIMELINE FOR PROCUREMENT PROCESS FROM RELEASE TO ACTION TAKEN: March 1, 2024—July 12, 2024 (when negotiations ended). = 5 Months. As a result of the two unsuccessful attempts to secure a tenant via soliciting proposals, as well as the city's history of failed restaurant attempts from 2015, the city engaged a qualified real estate brokerage firm to provide professional services related to real property assets. Colliers International is experienced in managing large portfolios of properties with the City of Fort Lauderdale and other governmental agencies. The brokers of the firm have a background with laws and practices applicable to public agencies in real estate matters. The firm shall advise the City in matters regarding, but not limited to, the lease, acquisition, disposition, request for proposals, letters of intent, offers, counteroffers, discussions, and issues pertaining to the lease of this property. Time is of the essence to secure a tenant, as the design services for the Building Department are approaching 60% completion. The city must review and determine the design -construction phase of this entire project, including the cafe space. 479 Procurement Roadmap: Cafe Space Lease at 18050 Collins Ave (as of March 2025) Real Estate Brokerage Services - Colliers International Florida. LLC DISTRIBUTED TO: Colliers did a targeted marketing campaign to 7,5000 email database on the offering. The marketing material was posted on CoStar, Loopnet and Crexi. It was opened 3000 times in total by 1500 users. SCOPE OF WORK: Refer to attached Marketing Flyer — EXHIBIT G MINIMUM QUALIFICATION REQUIREMENTS: Firm(s) must submit audited financial statements for the past three (3) years, including an income statement, a profit and loss statement, a balance sheet and a cash flow statement. In lieu of audited financial statements, proposers may submit other evidence, acceptable to the City, of financial responsibility. This information will be reviewed by a City CPA. FOURTEEN (14) SUBMITTALS: Moritz, Bulldozer Group, Freddo Gelato, Kissaki, Veho Hospitality (Taco), Pi Co, Piola, Grand Cafe, Dandy, Boali, Bulle Maison, My Eatalian, Jon Smith Subs and Crema. MAX PROPOSED REVENUE FOR ENTIRE SPACE: $85 S/F, plus $15/sf CAM. = $11,407.50/monthly. ACTION TAKEN: In discussions with Colliers, and the review of their financial statements from the Finance Director, their proposed layout, proposed SF revenue, and several site -visits of existing locations in South Florida (Hallandale, Miracle Mile, Pinecrest, Davie), the City Manager recommended, with support of an internal citywide survey, Exhibit H, to enter into negotiations with Crema. TIMELINE FOR ENTIRE PROCUREMENT PROCESS FROM RELEASE TO ACTION TAKEN: Engaged in July after Negroni's negotiations fell through. July 2024 — September 2024 = 3 months & ongoing. In Conclusion, utilizing a well-established broker in the industry, a perfectly acceptable procurement method, in which we received 14 offers, opposed to 2 through the RFP process, we were able to be very selective and choose the right fit for this space. Located immediately adjacent to city offices, the goal was to partner with a well-established brand that serves high quality menu that the city will prides itself on. As well, this establishment is financially secure and serves breakfast, lunch and dinner, without a night life element. Considering all these factors, Crema, offering $85 SF, $52.50 more than our original RFP process, is why the City Manager's office recommended entering into agreement with Crema, exhibit O. 480 Procurement Roadmap: Cafe Space Lease at 18050 Collins Ave (as of March 2025) See Separate Attachment 481 483 it �1 { a I� it ill '.,• r �`y (-`- � a •i. � ."� � 9�1r Jkv g Ti �. �, � }�•�4• t.a i 0M2I p � N r1i L D � �C a9 fON� oil v m = E v u p u � L'A 0M2I p � N r1i L D � �C a9 0M2I p � N L D � �C a9 v m = E v u p u i i 0M2I p � N L D � �C a9 v m = E v u p O � J �L U W .in N no c m U c L° c.1O c o c _ C F E E o 0 � o 0 o all tog.. c x'00 o p�N v m m wmE.v £a C st �C E �v o i a N m c_ m " opf U Q p N .p auo� 1 C p Ni i O u. vi N C c mit m o c v � oc'c a o; ,a _ G TTSO C Aflig a� y 11HIS C _ v.. a is ao1 ATTACHMENT 10 RESOLUTION NO. 2024 -3611 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A PROJECT AGREEMENT WITH BEA ARCHITECTS, INC., TO PROVIDE PROFESSIONAL ARCHITECTURAL DESIGN SERVICES FOR THE RENOVATION OF THE PROPERTY LOCATED AT 18050 COLLINS AVENUE, FORMERLY KNOWN AS TONY ROMAS, IN AN AMOUNT NOT TO EXCEED TWO HUNDRED SIXTY-THREE THOUSAND SIX HUNDRED NINE DOLLARS AND EIGHTY- EIGHT CENTS ($263,609.88), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach ("City") is the owner of the property located at 18050 Collins Avenue, formerly known as Tony Romas ("Property"); and WHEREAS, on February 18th, 2021, via Resolution No. 2021-3177, the City Commission short listed four (4) architectural firms, in response to Request for Qualifications No. 20-07-01 for Continuing Professional Services ("RFQ!% pursuant to the Consultants' Competitive Negotiation Act; and WHEREAS, the City requested professional architectural services as one of several disciplines listed in the RFQ; and WHEREAS, BEA Architects, Inc. ("Firm") was one of the four (4) firms short listed to provide professional architectural services ("Services") to the City, and entered into a Continuing Services Agreement to provide said Services on an as needed basis; and WHEREAS, the City is in need of a firm to provide the Services for the renovation of the Property for the relocation of the City's Building Department ("Project"); and WHEREAS, after careful review and consideration, the City Manager has determined that based on relevant experience, qualification, and past performance, the Firm is uniquely positioned to provide the City with the desired Services for the Project; and WHEREAS, the Firm has expressed the ability and desire to provide these additional Services and has submitted a proposal to perform the same; and WHEREAS, the City Commission wishes to approve a Project Agreement with the Firm to provide the Services for the Project, in an amount not to exceed Two Hundred Sixty Three Thousand Six Hundred Nine Dollars and Eighty Eight Cents ($263,609.88), attached hereto as Exhibit "A". @BCL@1C0BF9A1.doc Page i of 2 330 486 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Proiect Agreement. The City Commission hereby approves a Project Agreement with BEA Architects, Inc. to provide professional architectural services for the renovation of the property located at 18050 Collins Avenue, formerly known as Tony Romas, in an amount not to exceed Two Hundred Sixty -Three Thousand Six Hundred Nine Dollars and Eighty -Eight Cents ($263,609.88), attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Project Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4: ATTESTi j ( winn"M Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 18th day of J uary, 20 4. Mauric'ro Betancur Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ;MC, City Clerk Wain E. Boileau for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by:d (6uaeconded by: Vote: / Mayor Svechin Yes) (No) Vice Mayor Lama ✓ (Yes) (Dio) Commissioner Joseph (Yes)No) Commissioner Stuyvesant Yes) ✓ (No) Commissioner Viscarra Yes) (No) @BCL@1C0BF9A1.doc Page 2 of 2 331 487 PROJECT AGREEMENT Between THE CITY OF SUNNY ISLES BEACH And BEA ARCHITECTS, INC. For BUILDING DEPARTMENT RELOCATION TO ANNEX Pursuant to the provisions contained in the Continuing Services Agreement between the City of Sunny Isles Beach ("City") and BEA Architects, Inc. ("Consultant") for Professional Architectural Services pursuant to Request for Qualifications No. 20-07-01 (hereinafter referred to as "Continuing Services Agreement") dated July 13, 2021, this Project Agreement (hereinafter referred to as "Agreement") authorizes the Consultant to provide the services as set forth below: SECTION 1 INCORPORATION OF CONTINUING SERVICES AGREEMENT 1.1 All terms and conditions of the Continuing Services Agreement between the City' and the Consultant dated July 13, 2021, not specifically modified by this Agreement shall remain in full force and effect and are incorporated into and made a part of this Agreement by this reference as though set forth in full. SECTION 2 CONSULTANT'S BASIC DUTIES TO CITY 2.1 By executing this Agreement, the Consultant represents to the City that the Consultant is professionally qualified to act as the Consultant for the Project more particularly described in EXHIBIT "1" (hereinafter referred to as "the Project") and is licensed to practice architecture by all public entities having jurisdiction over the Consultant and the Project. The Consultant further represents to the City that the Consultant will maintain all necessary licenses, or other authorizations necessary to act as Consultant for the Project until Consultant's duties hereunder have been completed. The Consultant shall be responsible for providing all necessary subconsultants required for the successful completion of the work as outlined in EXHIBIT "l," Scope of Services. The Consultant assumes full responsibility to the City for the improper acts, negligence, and omissions of its subconsultants and of all others employed or retained by the Consultant in connection with the Project. 488 2.2 PHASE 1: PRELIMINARY DESIGN SERVICES 2.2.1 Execution of this Agreement by the Consultant constitutes a representation that the Consultant has become familiar with the Project site and the local conditions under which the Project is to be implemented. 2.2.2 The Consultant shall provide a Feasibility Study/Programming and Site Verification to evaluate and confirm existing conditions of the Project site are in general conformance and suitability for the Project. Such review shall include but not be limited to a review, examination, and verification of the documents and information furnished by the City concerning the Project site with respect to dimensions, clearances, locations, elevations, and the like before preparing design documents. The Consultant shall be solely responsible for any inaccuracies or conflicts that might have been detected or avoided by such verification. 2.2.3 The Consultant will execute a substantial review of building codes, zoning, and engineering regulations in order to ensure the Project meets applicable building codes. 2.2.4 The Consultant shall provide City with preliminary space plans, Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.2.5 The Consultant shall prepare, from the approved Feasibility Study/Program Verification, the Schematic Design Studies to achieve a design solution acceptable to the City. The Design Studies shall consist of drawings, concepts, organization, orientation, and an engineering narrative based on the on-site walk thru assessment. 2.2.6 The Consultant shall provide the Schematic Design Studies to the City for review and comments. 2.2.7 The Consultant shall provide project coordination including but not limited to, staff conferences, meetings with City or City's Representatives, and analysis reports regarding building codes and utilities analysis that conform to plan requirements. 2.2.8 The Consultant shall prepare the Design Development Documents from the approved Schematic Design. The Design Development Documents shall consist of drawings and other documents, including specifications, to fix and describe the size and character of the Project. Documents will include but are not limited to floor plans, interior elevations/millwork profiles, character of Project as to type of materials, mechanical and electrical systems analysis, and other work as required for construction of the Project. 2.2.9 Consultant shall provide Final Design Development services based on approval of the Schematic Design Package. 2.2.10 Consultant shall engage in progress reviews with City's Representative at fifty percent (50%) and one hundred percent (100%) completion of the design stage. 2 489 2.2.11 The Consultant shall provide City with five (5) full size copies of plans, including two (2) Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.3 PHASE 2: CONSTRUCTION DOCUMENTS 2.3.1 The Consultant shall prepare, from the approved Design Development Phase, Contract Documents consisting of Drawings and Specifications. Consultant will describe in detail Project analysis, including but not limited to: quality levels of materials and systems and other requirements for the Contractor's construction of the Project that is approved by the Design Development Set. 2.3.2 Consultant shall coordinate Project with City or City's Representative. 2.3.3 Consultant shall prepare documentation of systems and coordination of consultants as to the structural, mechanical, fire protection, telecommunications, and related equipment of the Project. 2.3.4 Consultant shall prepare Construction Documents, including but not limited to: floor plans, plans and description of Project systems; structural, mechanical, and electrical analysis, interior elevations, millwork profiles, reflected ceiling systems, and lighting for Project. Consultant shall also prepare reporting as to project materials identification, mechanical and electrical systems analysis, and other work as required for construction of the Project. 2.3.5 The Consultant shall provide City with five (5) full size copies of plans, including two (2) Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.3.6 The non-technical documents consisting of the necessary bidding information, General Conditions of the Contract, including any Supplementary Conditions, proposal and contract form shall be prepared by City. The Consultant shall review, respond to questions, and provide the City his comments on these documents. Such documents shall not place any responsibility or obligation on the Consultant that are not already in this contract. 2.3.7 The Consultant will provide the City with two copies of the documents for each Bid Group, which shall be properly sealed and forwarded to the Project Director. Copies of the Contract Documents for the Consultant's use will be the responsibility of the Consultant. Upon approval of the Contract Documents, the Consultant will furnish the City with 2 copies of the CADD Documents. 2.3.8 Upon approval by the Project Director for the Contract Documents for each Bid Group, the Consultant shall furnish to the Contractor printed copies of the Contract Documents or any permissible form agreed upon by the parties. 490 2.3.9 The Consultant shall signify his responsibility for the Contract Documents prepared pursuant to this Agreement by affixing his signature, date and seal thereto as required by Chapters 471 and 481, Florida Statutes. If the facility being constructed meets the definition of a threshold building as defined in Chapter 553.71(12), Florida Statutes, then the Consultant shall insert the following statement on each sheet required by Chapters 471 and 481, Florida Statutes, to be signed, sealed and dated by the Consultant. To the best of my knowledge, the plans, specifications and addenda comply with the applicable minimum building codes. 2.3.10 Where this Agreement provides for the City's approval of the Consultant's design suggestions and decisions, such approval shall not relieve the Consultant of any responsibility hereunder. 2.3.11 The Consultant, whether utilizing a computer aided design and drafting application (CADD) or a manual design and drafting technique, shall provide the City with two (2) sets of CD/DVD files at the conclusion of the Construction Documents phase. The parties may agree on the format for the files to be produced if a format is not acceptable to either party. 2.3.12 The electronic files to be delivered under this Agreement contain information to be used for the production of contract documents for the Project and are provided as an accommodation to City. The official Contract Documents of record are those printed documents produced by the Consultant which bear the company seal and signatures. The electronic files to be delivered under this Agreement are not Contract Documents. These files were created to supplement the official Contract Documents. Due to the possibility that files of this nature can be modified, either unintentionally or otherwise, or that the information contained in these files can be used in a manner for which they were not originally intended, Consultant makes no representation that the files, after delivery, will remain an accurate representation of the source date in the Consultant's possession, or are suitable for any other purpose or use, and all indications of Consultant's (and its subcontractors, if any) involvement shall be removed from each electronic display and shall not be included in any prints produced therefrom. City understands and agrees that the right to use the electronic files provided under the Agreement is specifically limited to same; Consultant does not have the right to sub -lease for City's use any software required to access the electronic files, and no such license is granted hereby. City acknowledges its responsibility to obtain all hardware and software needed to access the electronic files. 2.4 PHASE 3: PERMITTING, BIDDING, & NEGOTIATION 2.4.1 The Consultant shall acknowledge that the City or City's Representative will administer the solicitation of bids to prequalified contractors as determined by City. 491 2.4.2 The Consultant shall provide permit set coordination and project coordination including but not limited to, staff conferences, provision of bidding/proposal documents, reproduction of bidding/proposal documents, analysis of alternative bid submissions, pre- bid conference evaluations, bid proposal review and negotiation meetings. 2.4.3 The Consultant, consulting with the City, shall prepare necessary addenda to each Bid Group and provide copies of each as appropriate to the Contractor. All addenda, prior to distribution, shall be approved by the Project Director. Copies of each addendum, properly sealed, shall be forwarded to the Project Director. 2.4.4 The Consultant shall attend two (2) General Contractor bid review meetings as requested by City. 2.4.5 The Consultant shall review and respond to questions from bidding contractors and develop any addenda drawings to address concerns as needed by the City. 2.4.6 The Consultant will assist the City in evaluating all bids received and provide comment and recommendation to the City on each proposed authorization for work in connection with the Project. 2.5 PHASE 4: CONSTRUCTION ADMINSTRATION 2.5.1 Construction Phase — Administration of the Construction Contract Work under Contract to Contractor. 2.5.2 The Consultant shall represent the City during construction and shall facilitate all instructions and other appropriate communications between the City and the Contractor, which shall be communicated through the Consultant. The Consultant shall act on behalf of the City only to the extent provided herein and in the Construction Contract. 2.5.3 The Consultant shall act as City's advocate during field observations, Project submittal review, work modifications, and constructor Payment Applications. 2.5.4 The Consultant shall receive submittals such as Shop Drawings, Product Data and Samples from the Contractor and shall review and approve or take other appropriate action upon them, but only for the limited purpose of checking for conformance with the design concept of the Project and with the information given in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility.. The Consultant's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Consultant, of any construction means, methods, techniques, sequences or procedures. Such action shall be taken with reasonable promptness so as to cause no unreasonable delay. The Consultant's approval of a specific item shall not indicate approval of an assembly of which the item is a component. The review period shall be within two (2) 492 weeks per submission. Field modifications due to design flaws shall not be charged to the City. 2.5.5 The Consultant shall obtain permits from all required agencies for the Project. 2.5.6 The Consultant shall provide periodic Construction Administration visits to the site to become generally familiar with the progress and the general quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of such on-site observations of the Consultant, the Consultant shall keep the City informed of the progress and the general quality of the Work, and shall endeavor to guard the City against defects and deficiencies. observed in the Work of the Contractor. 2.5.7 The Consultant shall provide City with five (5) full size copies of plans, including two (2) Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.5.8 Construction Administration visits shall be a one (1) visit every two (2) weeks, unless modified by City and Consultant, for the duration of the construction/fabrication period and up to six (6) months. Consultant shall include one (1) Punch List review during the Construction Administration phase of Project. 2.5.9 The Consultant shall attend construction meetings on site with City's Representative, Consultant & Contractor (OAC Meetings), and shall produce meeting minutes no later than four (4) days after said meeting. 2.5.10 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Consultant shall provide administration for the Construction Contract as set forth below and in the Conditions of the Contracts for Construction, as developed by the Contractor with the approval of the Consultant and City. 2.5.11 The Consultant shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for acts or omissions of the Contractor, subcontractor or any other persons performing any of the Work, or for failure of any of them to carry out the Work in accordance with the Contract Documents. The Consultant shall not be responsible for the Contractor. The Consultant shall at all times have access to the Work wherever it is in preparation or progress. 2.5.12 Based on the Consultant's observations at the site, the recommendations of the Contractor and an evaluation of the Application for Payment, the Consultant shall determine the amounts owing to the Contractor and shall issue a Certificate of Payment in such amounts, . as provided in the Contract Documents. 2.5.13 The issuance of a Certificate for Payment shall constitute a representation by the Consultant to the City, based on the Consultant's observation at the site and on the data comprising the Application for Payment that Work has progressed to the point indicated; that, to the Cel 493 best of the Consultant's knowledge, information and belief, the quality of Work is in accordance with the Contract Documents (subject to an evaluation of Work for conformance with the Contract Documents upon Substantial Completion, to the results or any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Project Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Consultant has made any examination to ascertain how or for what purpose the Contractor has used the monies paid on account of the Contract Sum. 2.5.14 Should disagreement occur between the Contractor and Consultant over acceptability of work and conformance with the requirements of the specifications and plans, the Project Director shall be the final judge of performance and acceptability. 2.5.15 All interpretations and decisions of the Consultant shall be consistent with the intent of, and reasonably inferable from, the Contract Documents, and shall be in writing or in graphic form. 2.5.16 The Consultant's decision with the consent of City in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The Consultant's decisions on any other claims, disputes or other matters, including those in question between the City and the Contractor, shall be subject to claims provisions provided in this Agreement and in the Contract Documents. 2.5.17 The Consultant shall recommend to the City to reject work, which does not conform to the Contract Documents. Whenever, in the Consultant's reasonable opinion, it is necessary or advisable to insure conformance with the provisions of the Contract Documents, the Consultant shall have authority to require special inspection or testing of Work in accordance with the provisions of the Contract Documents, whether or not such work be then fabricated, installed or completed; but the Consultant shall take such action only after consultation with the Contractor and City. 2.5.18 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Consultant shall specify the appropriate performance and design criteria that such services must satisfy. The Consultant shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Consultant. The Consultant shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. 2.5.19 The Consultant shall review and approve or take other appropriate action on Change Orders prepared by the Contractor for the City's authorization in accordance with the Contract Documents. 494 2.5.20 The Consultant shall have authority to order minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time and which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued to the Contractor endorsed by the Project Director. 2.5.21 The Consultant, assisted by the Contractor, shall conduct inspections to determine the dates of substantial completion and final completion and shall issue appropriate Certificates. 2.5.22 The Consultant shall assist the Contractor in receiving and forwarding to the City written warranties and related documents assembled by the Contractor. 2.5.23 The extent of the duties, responsibilities and limitations of authority of the Consultant as a representative of the City during construction shall not be modified or extended without the written consent of the Consultant and the City. 2.5.24 Consultant shall furnish to the City a complete and comprehensive set of as -built drawings. said as -built drawings are to be submitted in hard copy and in electronic format, and the City and the Consultant agree and acknowledge that the Compensation set forth in Section 5.1 includes all cost and expense associated with the production of said as -built drawings. 2.6 ADDITIONAL SERVICES The following services of the Consultant are not included in Sections 2.2 through 2.5, nor in EXHIBIT "1," Scope of Services. Neverthelegs, the Consultant shall provide such services as related to the Project if authorized in writing by the City prior to the performance or furnishing of same, and, unless otherwise specified in this Agreement, said services shall be paid for by the City as provided hereinafter. 2.6.1 Making revisions in drawings, specifications or other documents when such revisions are inconsistent with written direction by the City previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents and not reasonably anticipated, or are due to other causes not within the control or responsibility of the Consultant, either in whole or in part. 2.6.2 Preparing drawings, specifications and supporting data in connection with Change Orders, provided that such Change Orders are issued by the City due to causes not within the control or responsibility of the Consultant, either in whole or in part. 2.6.3 Providing services concerning repair or replacement of work damaged by fire or other cause during construction provided that such services are required by causes not the responsibility of the Consultant, either in whole or in part. 2.6.4 Providing services made necessary solely by the default of the Contractor or defects or deficiencies in the work of the Contractor. 495 2.7 SERVICE SCHEDULE 2.7.1 The Consultant shall perform its services expeditiously in accordance with the time frames set forth in the "Proposed Schedule" set forth in EXHIBIT "1". The Consultant may, however, submit for the City's approval a schedule for the performance for the Consultant's services that shall include allowance for time required for the City's review of submissions and for approvals of authorities having jurisdiction over the Project. The City shall review and approve or reject any schedules submitted by the Consultant within five (5) working days of said submittal. If, in the event that construction of the Project is suspended for more than thirty (30) days, the Consultant shall also suspend Construction Administration Services upon request of City. Any time spent on the Project at the request of the City or on the City's behalf during this suspension shall be additional services and shall be paid based on the Standard Hourly Rates attached to this Agreement as EXHIBIT "1". The reasonable term of construction upon which the fees for Construction Administration Services in this Agreement are based, shall be extended to include the period of construction suspension. This schedule, when approved by the City, shall not, except for cause, be exceeded by the Consultant. In the event the City rejects any schedules submitted by the Consultant, the Consultant shall submit a revised schedule within forty- eight (48) hours of said rejection. Submission of a schedule acceptable to the City and to which the City makes no objection shall be a condition precedent for any payment to the Consultant. 2.7.2 Upon receipt of the Notification of Commencement and the fully executed Purchase Order, the Consultant shall commence services to the City on the Commencement Date, and shall continuously perform services to the City, without interruption, in accordance with the time frames set forth in the "Proposed Schedule," a copy of which is attached and incorporated into this Agreement as EXHIBIT "1." The number of calendar days from the Commencement Date, through the date set forth in the Project Schedule for completion of the Project or the date of actual completion of the Project, which ever shall last occur, shall constitute the Contract Time. . 2.7.3 No Damages for Delay: The Consultant shall not be entitled to any claim for damages including, but not limited to, loss of profits, loss of use, home office overhead expenses, equipment rental and similar costs on account of delays in the progress of the Project from any cause or national disaster or emergency, unusual delay in deliveries, unusual delay in procuring permits, differing site conditions, unavoidable casualties or other cause beyond the Consultant's control, or by delay authorized by the City, or by other causes which the Consultant determines may justify delay. The Consultant's sole recovery and remedy for any such delay shall be a reasonable extension of time and a revision to the Project Schedule as determined by the City. However, additional costs to the Consultant or delays in the Consultant's performance caused by improperly timed activities shall not be the basis for granting alime extension. If the Consultant wishes to make a claim for an increase in time of performance, written notice of such claim shall be made to the City within three (3) working days after the occurrence of the event, or the first appearance of the condition giving rise to such claim. The City's representative shall determine whether the Consultant 496 is entitled to a time extension for the delay. The failure of the Consultant to give such notice shall constitute a waiver of any claim under this section. 2.7.4 Notwithstanding the provisions of Subparagraph 2.7.3, in the event that the Contractor fails to substantially complete the Project on or before the Substantial Completion date specified in the Construction Contract or the Contractor is granted an extension of the time to complete performance under the Construction Contract and the Consultant's Contract Administration Services are materially extended by the City as a direct result thereof and through no fault of the Consultant, the Consultant shall be entitled to additional compensation at the rates shown in attached EXHIBIT "1". The amount of compensation due by the Consultant under this Subparagraph shall be pursuant to approved written Amendment to this Agreement. 2.8 PERSONNEL 2.8.1 The Consultant shall assign only qualified personnel to perform any service concerning the Project. At the time of execution ofthis Agreement, the parties anticipate that the following named individuals will perform those supervisory or primary functions indicated: NAME FUNCTION Adrian Price Vice -President So long as the individuals named above remain actively employed or retained by the Consultant, they shall perform the functions indicated next to their names. Furthermore, the City reserves the right to reject any proposed substitution for any of the above named individuals, and the City shall have the further right to require that any individual assigned to the Project by the Consultant be removed from the Project and reassigned for good cause. SECTION 3 CITY'S BASIC DUTIES TO CONSULTANT 3.1 The City shall provide the Consultant with adequate information regarding the City's requirements for the Project including any desired or required design or construction schedule, or both, and any budgetary requirements including fixed limit of construction cost, prior to the start of the Construction Documents Phase of design, upon which the Consultant shall be entitled to rely. 3.2 The City shall review any documents submitted by the Consultant requiring the City's decision, and shall render any required decision pertaining thereto in a timely fashion. 3.3 The City shall furnish structural, mechanical, chemical, and other laboratory tests, inspections and reports as required by law or the Construction Contract. 3.4 If the City becomes aware of any fault or defect in the Project, nonconformance with the Construction Contract, or of any errors, omissions or inconsistencies in the drawings or specifications, prompt notice thereof shall be given by the City to the Consultant. 497 3.5 The City shall perform those duties set forth in Sections 3.1 through 3.4 as expeditiously as may reasonably be necessary for the orderly progress of the Consultant's services and of the work. 3.6 The City's review of any documents prepared by the Consultant or its subconsultants shall be solely for the purpose of determining whether such documents are generally consistent with the City's construction program and intent. No review of such documents shall relieve the Consultant of its responsibility for the accuracy, adequacy, fitness, suitability and coordination of its work product. SECTION 4 CONSTRUCTION COSTS 4.1 If the cost of construction exceeds the cost agreed upon by the City by more than 5% of the lowest bona fide bid or negotiated proposal, the City may (1) give written approval of an increase in such fixed limit, (2) authorize rebidding or renegotiating of the Project, (3) terminate the Project and this Agreement in accordance herewith, or (4) cooperate in revising the Project scope or quality, or both, as required to reduce the construction cost. In the case of (4), the Consultant, without additional charge to the City, shall consult with the City and shall revise and modify the drawings and specifications as necessary to achieve compliance with the cost agreed upon by the City. Absent negligence on the part of the Consultant in making its estimates of probable construction cost, providing such modifications and revisions shall be the limit of the Consultant's responsibility arising from the establishment of such construction costs, and having done so, the Consultant shall be entitled to compensation for all other services performed, in accordance with this Agreement. SECTION 5 BASIS OF COMPENSATION 5.1 The City shall compensate the Consultant for an amount not to exceed Two Hundred Sixty - Three Thousand Six Hundred Nine Dollars and Eighty -Eight Cents ($263,609.88) based on services rendered pursuant to Sections 2.2 through 2.5 and EXHIBIT 4," Scope of Services, of this Agreement by allocating the estimated percentage of work for each of the phases set forth in Section 5.2. Billings for each phase shall not exceed the amount allocated to each phase. 5.2 Payment to the Consultant of the sum set forth in Section 5.1 shall be allocated based on the estimated percentage of work completed for each of the following phases: PHASE I (Cond. Assess. & Due Diligence) — 10% ................................$23,998.79 PHASE II (Demo, Shell, Foundation, 30% AE Package) — 20% ......................$47,997.57 PHASE III (CD 60% & Bid) — 20%...................................................................$47,997.57 PHASE IV (CD 1000/6) — 20%...........................................................................$47,997.57 PHASE V (Permitting) — 15%...........................................................................$35,998.18 PHASE VI (Const Admin) — 15%......................................................................$35,998.18 11 498 5.3 Additional services of the Consultant as described in Section 2.6, if any, shall be in an amount not to exceed $16,447.00, compensated as follows: See EXHIBIT "1" of this Agreement "Fee Schedule"' - 5.4 Reimbursable Expenses as defined in Section 6 shall be reimbursed to the Consultant by the City as provided in Section 6. 5.5 If the scope of the Consultant's services are changed materially through no fault of the Consultant, compensation due to the Consultant shall be equitably adjusted, either upward or downward. SECTION 6 BILLING AND PAYMENTS TO CONSULTANT 6.1 Billing by the Consultant shall be in accordance with EXHIBIT "1" of this Agreement. Payments to the Consultant shall also be in accordance with EXHIBIT "F" of the Continuing Services Agreement and EXHIBIT "1" of this Agreement. 6.2 REIMBURSABLE EXPENSES 6.2.1 Reimbursable Expenses shall mean expenses incurred by the Consultant and Consultant's subconsultants in the interest of the Project, as follows: Not to exceed $1,000.00 without prior written authorization by the City. 6.2.1.1 Reasonable expenses of: mileage reimbursement in accordance with Chapter 112, Florida Statutes; fees paid for securing approval of authorities having jurisdiction over the Project; actual cost of reproduction, postage and handling of drawings, specifications and other documents; renderings, models and mock-ups requested by the City; additional insurance coverage or limits, including professional liability insurance, requested by the City in excess of that required in the Request For Qualifications. The Consultant shall only be reimbursed for the direct cost of the item without additional mark-up. Costs for meals, snacks, and beverages are not considered a reimbursable expense. SECTION 7 TERM 7.1 This Agreement shall commence on the date this instrument is fully executed by all parties and shall continue in full force and effect for the term of one (1) year, unless otherwise terminated pursuant to Section 8.1 or 8.2, or other applicable sections of this Agreement. SECTION 8 TERMINATION 8.1 TERMINATION FOR CAUSE 8. 1.1 This Agreement may be terminated by either party upon seven (7) days' written notice to the other should such other party fail substantially to perform in accordance with its material terms through no fault of the party initiating the termination. In the event of a 12 499 termination for cause, the Consultant shall be entitled to receive compensation for any work completed .pursuant to the Agreement to the satisfaction of the City through the date of termination, less any amounts which the City reasonably deems necessary to withhold in order to correct any defects or deficiencies in the work performed by the Consultant. In no event shall the City pay for profit or overhead on work not performed. 8.2 TERMINATION FOR CONVENIENCE 8.2.1 This Agreement may be terminated by the City without cause upon ten (10) days' written notice to the Consultant. In the event of such a termination without cause, the Consultant shall be compensated for all services completed pursuant to this Agreement to the satisfaction of the City up to and through the date of termination, together with Reimbursable Expenses incurred. In such event, the Consultant shall promptly submit to the City its invoice for final payment and reimbursement which invoice shal I comply with the provisions of Section 2.5 of EXHIBIT "F" of the Continuing Services Agreement. 8.2.2 Under no circumstances shall the City make payment of profit or overhead for work that has .not been performed. Additionally, the City shall not make payment for the following items: 8.2.2.1 Anticipated profits or fees to be earned on completed portions of the work; 8.2.2.2 Consequential damages; 8.2.2.3 Costs incurred in respect to materials, equipment or services purchased or work done in excess of reasonable quantitative requirements of this Agreement; 8.2.2.4 Expenses of Consultant due to the failure of Consultant or its subconsultants to discontinue the work with reasonable promptness after notice of termination has been given to the Consultant; and 8.2.2.5 Losses upon other contracts or from sales or exchanges of capital assets or Internal Revenue Code Section 1231 assets. 8.2.2.6 Damage or loss caused by delay. 8.3 Assignment Upon Termination. Upon termination of this Agreement, the work product of the Consultant shall become the property of the City and the Consultant shall within ten (10) working days of receipt of written direction from the City, transfer to either the City or its authorized designee, all work product in its possession, including but not limited to, designs, specifications, drawings, studies, reports and all other documents and data in the possession of the Consultant pertaining to this Agreement. Upon the City's request, the Consultant shall additionally assign its rights, title and interest under any subcontractor's agreements to the City. All work product provided under this Section shall be used solely for its intended purpose. 13 500 SECTION 9 SEVERABILITY 9.1 If any term or provision of this Agreement or its application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of,this Agreement or the application of such terms or provisions to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: the City, signing by and through its Mayor, attested to by its City Clerk, duly authorized to execute same and by Rodriguez Architects, Inc. , signing by and through its President duly authorized to execute same. A City Clerk \ . Mauricio Betancur . (SEAL) CITY CITY OF S NY LES BEACH, FLORIDA By: rLLarisa Svechin, Mayor _; "Hay of January, 2024. Approved as to form for the City: By: lain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney 14 501 < Tri A ;}- ffIYJC� Please type name of Secretary WITNESSES: 1 CONSULTANT BEA ARCHITECTS, INC. CnBy:Vice-President day of January, 2024 15 502 EXHIBIT "1" SCOPE OF SERVICES, PROJECT SCHEDULE, AND FEE SCHEDULE 16 503 December 4, 2023 REV December 5, 2023 REV December 8, 2023 REV December 12, 2023 REV December 15, 2023 REV January 12, 2024 Susan Simpson Deputy City Manager Sunny Isles Beach Government Center 18070 Collins Avenue Sunny Isles Beach, FL, 33160 Re: City of Sunny Isles Beach Building Department Relocation to Annex r architects BEA Architects is pleased to submit the following proposal for Architectural and Engineering Services to prepare Permit & Bid Documents for exterior and interior renovation for future location of City of Sunny Isles Building Department, to be relocated from 18070 Collins Ave 3rd floor, Sunny Isles Beach, FL 33160 to the City of Sunny Isles Annex Building located in 18050 Collins Ave, Sunny Isles Beach, FL 33160. BEA Architects understands this is project is of expedited nature. This proposal with formatted a project delivery approach for procurement of a Construction Manager, at Risk, with a Guaranteed Maximum Price (GMP) through different construction packages. DESCRIPTION OF SCOPE OF ITEMS: A. Assessment of Existing Conditions: Perform Architectural, Structural, FP, and MEP analysis of existing building conditions. Acquire as -built set of drawings from building department. Area of work is 8,216 sgft. B. Prepare Construction Documents: Prepare permit package Architectural, Structural, FP, and MEP, LV documents using the 2023 Florida Building Code, 8th Edition. Future Building Department renovation shall include an assembly space intended for food and/or drink consumption, ready for any future tenants' improvements, office spaces including a lobby with teller windows, cubicles, offices, meeting, office call center, IT, storage area, breakroom, conference, and bathrooms. Also extend the wall and slab along Collins to the south end of the building and add a ledge to have bar top seating. Coordination with all agencies having jurisdiction and coordination with City of Sunny Isles Building Department. Drawings will also include signage and wayfinding, and coordination of exterior building department sign on the wall (design provided by the City). C. Assist in Bid Administration: Prepare bid package including Architectural, Structural, FP, and MEP, LV documents, assist with preparing bid requirements, respond to bidders RFI and issue addendums as needed during bid phase. Coordinate with City of Sunny Isles and stakeholders to establish minimum criteria from bidders. D. Construction Administration: Perform construction administration services, ensuring contractor will conform to design intents, meet owner expectations, and adhere to city and jurisdictional requirements. 'BEA architects, Inc. 11575 NW 7th Avenue, Miami FL 33168 info@beai.com Tel: 305.461 .2053 www.beai.com AR 0012160 504 PHASES / SCHEDULE: 1. Phase I (Condition Assessment, Due Diligence, Programming & Planning Package): Prepare property conditions assessments. Procure as-builts showing existing conditions. Study Architectural, Structural, FP, MEP, LV conditions, and supporting infrastructure. Review site and building documentation provided by Owner or Building Department. Site visits to collect project data. Prepare Owner project program and refine for City approval. Identify requirements for building modifications, and occupancies of proposed building use. Identify code requirements, including utility connections. rchitects 2. Phase II (Demolition, Shell, and Foundation, 30% AE Drawings Package): Prepare Phased Permit Package of construction containing the demolition, shell, and foundation scope of work. Submit package to building department for permitting Coordination with All agencies having jurisdiction and respond to building department comments. Development of 30% construction documents for remainder of AE scope of work items, to be excluded from permitting, for Owner and stake -holders approval. 3. Phase III (Construction Documents 60% and Bidding GMP): Prepare 60% Construction Documents of Architectural, Structural, FP, MEP, LV conditions to be included into bid package for the purpose of procuring a General Contractor. Project Specifications to be included in the construction documents. Assist owner with preparing bidding requirements and coordinate to establish minim criteria for bidders; bid advertisement to be executed by Owner. Respond to bid RFI's and issue addendums, as needed. Collaboration with Owner and. stakeholders, and create final bids tabulation. 4. Phase IV (Construction Documents 100%): Upon written Notice to Proceed, prepare 100% percent construction documents.. Meet with owner for review and approval. Coordinate with owner to maintain within GMP provided by General Contractor. S. Phase V (Permitting): Submit 100% construction documents as revision to building department. Coordination with all Agencies Having Jurisdiction. Respond to building department comments. Owner to issue approved building department drawings to Contractor. 6. Phase VI (Construction Administration & Close-out): ■ Attend pre-bid meeting ■ Attend pre -construction meeting ■ Attend Bi -weekly Construction Site Meetings ■ Review and respond to Contractor's RFIs ■ Perform Punch List Review ■ Provide Architect's certification of substantial Completion ■ Perform Final Completion review; issue Final Completion Certificate ■ Prepare record documentation based on Contractor's mark-ups ■ Review Pay Requests ■ Review Change Orders ■ Assumed Period of Construction: 26 weeks 7. Phase VII (Onsite /Field Investigations & Observations): Perform site visits and support for field investigations and observation, as needed throughout the development of construction. BEA architects, Inc. 11575 NW 7th Avenue, Miami FL 33168 info@beai.com Tel: 305.461.2053 www.beai.com AR 0012160 505 Estimated Design/Production time period*: ■ PHASE 1(Cond. Assess. & Due Diligence) — ■ PHASE II (Demo, Shell, Foundation, 30% AE Package) — ■ PHASE III (CD 60% & Bid) — ■ PHASE IV (CD 100%) — ■ PHASE V (Permitting) — ■ PHASE VI (Const Admin) — *Time periods do not include City/Stakeholder review time for each submittal PAYMENT TERMS: 2 weeks =I M=, 8 weeks 4weeks architects 4 weeks 6 weeks 26 weeks (Approximately) ■ PHASE I (Cond. Assess. & Due Diligence) — 10% ■ PHASE II (Demo, Shell, Foundation, 30% AE Package) — 20% ■ PHASE 111 (CD 60% & Bid) — 20% ■ PHASE IV (CD 100%) — 20% ■ PHASE V (Permitting) — 15% ■ PHASE VI (Const Admin) — 15% DESIGN & CONSTRUCTION FEES: ■ A/E SERVICES o Architecture. o MEP o Structural o Civil, o Surveying, Hourly Not To Exceed (NTE) o Geotechnical o Rendering (2 exterior, 2 interior) o Onsite/Field Investigation ■ Architecture & Interior Design = $205/hour ■ Structural Engineering = $200/hour ■ MEP Engineering = $150/hour o Second bid package (Demo package) ■ ADDITIONAL SERVICES $82,825 $45,000 $10,000 $10,000 $10,400 $3,000 $6,000 $36,450 (allowance) $4,600 o Project Spec Manual, Owner to provide Div. 1 $11,480 o FF&E Design $8,815 o Probable Construction Cost Opinion (30%,60%) $7,585 o Record Drawings (Hard copy & Digital) $3,832.88 ■ OPTIONAL SERVICES o Value Assessment/ Value Engineering (after GMP) $7,175 BEA architects, Inc. 11575 NW 7th Avenue, Miami FL 33168 info@beai.com Tel: 305.461.2053 www.beai.com AR 0012160 506 REIMBURSABLE EXPENSES & ALLOWANCES: 1. 10% Design Contingency $ 16,447 architects NOTE: Additional reimbursable expenses other than those stated above are subject to prior written notice of approval by the City. EXCLUSIONS: 1. Zoning submittals or interface 2. Coordination with Owner for Art in Public Places, 3. Permit fees, permit submittal or expediting of permit 4. Off-site utilities or Off-site utility upgrades 5. MOT (by Contractor) 6. LEED, FGBC, or other Sustainable Building Certifications 7. Public Address (PA) system Design 8. Special Lighting Design 9. Construction Management or role as Owner Representative for General Contractor purposes. NOTE: Above fees are LUMP SUM fees to be invoiced monthly or at a rate commensurate with completion of scope of work items. Please indicate your acceptance by signing/dating below and remitting by email. We appreciate the opportunity to continue building our relationship and look forward to collaborating with City of Sunny Isles in realizing this next project. Feel free to contact me at your convenience if you have any comments of questions. Sincerely, 6 Adrian Price, RA NCARB Vice -President BEA architects, Inc. City of Sunny Isles Accepted by: Print Name: Title: Date: BEA architects, Inc. 11575 NW 7th Avenue, Miami FL 33168 info@beal.com Tel: 305,461 .2053 www.beai,com AR 0012160 507 03,0Y49%'szF City of Sunny Isles Beach TMs, 18070 Collins Avenue ''' ' • Sunny Isles Beach, Florida 33160 ��hrt o: Su+^`'�sy (305) 947-0606 City Hall (305)949-3113 Fax TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Rick Labinsky, P.E., City Engineer DATE: January 18, 2024 RE: Request to Approve an Agreement with BEA Architects, Inc. for the Renovation of the City Hall Annex RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: The City of Sunny Isles Beach is in need of an Architect to prepare plans to renovate the old Ton) Romas Restaurant to be converted to offices for the City Building Department and to also have a small cafe style food service facility. BEA Architects, Inc. is a qualified consultant that has extensive experience in this subject matter. The Consultant has agreed to provide these services in an amount not to exceed $263,609.88. Pursuant to the provisions contained in the Continuing Services Agreement between the City of Sunni Isles Beach ("City") and BEA Architects, Inc. ("Consultant") for Professional Architectural Servic( pursuant to Request for Qualifications No. 20-07-01 and via Resolution No. 2021-3177, authorizes the Consultant to provide such services. Procurement Process: Pursuant to Florida Statutes, architectural and engineering firms must be procured via Consultants' Competitive Negotiation Act, FL Stat § 287.055. In line with Resolution 2021-3177, four architectura firms were awarded a continuing services contract on an as -needed basis based on their responsiveness and qualifications. A "continuing contract" is a contract for professional services entered into in accordance with all the Item Number: 10.M 328 508 procedures of this act between an agency and a firm whereby the firm provides professional services to the agency for projects in which the estimated construction cost of each individual project under the contract does not exceed $4 million, for study activity if the fee for professional services for each individual study under the contract does not exceed $500,000. Firms providing professional services under continuing contracts shall not be required to bid against one another. According to Florida Statutes, the agency shall negotiate a contract with the most qualified firm for professional services as compensation which the agency determines is fair, competitive, and reasonable. In making such determination, the agency shall conduct a detailed analysis of the cost of the professional services required in addition to considering their scope and complexity. Should the agency be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price the agency determines to be fair, competitive, and reasonable, negotiations with that firm must be formally terminated. The agency shall then undertake negotiations with the second most qualified firm. Failing to accord with the second most qualified firm, the agency must terminate negotiations. The agency shall then undertake negotiations with the third most qualified firm. After carefully reviewing their qualifications, references, and comparing the cost of similar projects from other agencies, BEA Architectural has been selected for recommendation of project award. Positive references were received from Miami -Dade County Internal Services Department (2 project! with the County) and from the City of Opa Locka. In response to Purchasing's survey, direct feedbacl included "BEA Architects, Inc. have been professional and coordinated well with Miami Dade County." Staff recommends to award and enter into an agreement with BEA Architects Inc. for the amount o• $263,609.88. ADDITIONAL INFORMATION: Agreement to be submitted. FUNDING SOURCE: Funds have been appropriated in account no. 140-4-5150-463000-00000. ATTACHMENTS: Resolution Item Number: 10.M 329 509 ""Y 04Ff@ City of Sunny Isles Beach 18070 Collins Avenue �' ; " • Sunny Isles Beach, Florida 33160 y O � :°o AHoS� (305) 947.0606 City Hall (305)949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners FROM: Stan Morris, City Manager ,7&r, DATE: January 17, 2024 RE: Additional Information for Item # 10.M. Renovation of City Hall Annex with BEA Architects, Inc. BACKGROUND: Continuing contracts for architecture, engineering, landscape architecture, surveying, cartography/mapping services provide a timely and efficient means to acquire professional services to support City operations. These procedures are consistent with the requirements of Florida State Statute 287.055. These services must be procured via a Request for Qualifications solicitation. Having Continuing Services Agreements in place provides flexibility in the selection of services as the need occurs, while decreasing the selection time as services and vendors retained through these agreements have already been evaluated by staff during the RFP process. All awards of agreements for Architectural and Engineering services are done in accordance with the Consultants Competitive Negotiation Act of Florida (CCNA). 287.055 Acquisition of professional architectural, engineering, landscape architectural, or surveying and mapping services; definitions; procedures; contingent fees prohibited; penalties.— A "continuing contract" is a contract for professional services entered into in accordance with all the procedures of this act between an agency and a firm whereby the firm provides professional services to the agency for projects in which the estimated construction cost of each individual project under the .contract does not exceed $4 miLLion, for study activity if the fee for professional services for each individual study under the contract does. not exceed $500,000, or for work of a specified nature as outlined in the contract required by the agency, with the contract being for a fixed term or with no time limitation except that the contract must provide a termination clause. Firms providing professional services under continuing contracts shall not be required to bid against one another. 510 REASONS: Per the above Statute, only projects which exceed the $500,000 in professional services, and $4 million in construction require a specific RFQfor the specific project. If the projects are within the threshold estimates, a continuing services contract is the adequate procurement method. Having Continuing Services Agreements in place provides flexibility in the selection of services as the need occurs, while decreasing the selection time as services and vendors retained through these agreements have already been evaluated by staff during the RFP process. All awards of agreements for Architectural and Engineering services are done in accordance with the Consultants Competitive Negotiation Act of Florida (CCNA). The City issued Request for Qualifications (RFQ) Number 20-07-01, in which eleven vendors responded. The city evaluated and short-listed four (4) firms as the most qualified, Perkins + Will, M.C. Harry & Associates, Rodriguez Architects and BEA Architects. . ADDITIONAL INFORMATION: • Required by Florida Statutes the city went through the CCNA process as this project is exactly what the CCNA list of approved firms is intended for and they were qualified, highly recommended and the cost was verified to be competitive in todays market. • Purchasing requested references. • The site is dormant and direction was provided to move forward expeditiously to bring this project to fruition to get a building department and cafe opened. • Utilizing the CCNA process, we saved the city an estimated 55 hours of combined staff time. • This firm has proven success in designing both office space and restaurant space, received positive reviews in both categories, and therefore is qualified to do the work without the expense and administrative time to go through an additional bid process. Below is BEA's highlighted experience developing these types of spaces for food/beverage consumption: • Miccosukee Clubhouse Full kitchen and bar establishment, and seating/eating area renovation component • Hibachi Grill — Full kitchen and bar establishment, and seating/eating area renovation component • Melbourne Airport VIP Lounge — Renovation of lounge area and integrated experience with adjacent bar area • City of Miami, Tower Theater Kitchen — New ongoing project with the renovation of existing snack bar into full working kitchen for interior guests and exterior passerby's • Opa-locka Fire Station Renovation — Ongoing project of renovation of Fire Station into cafe area • Various food courts at Miami International Airport (MIA) • VIP Lounges at various cruise terminals 511 ATTACHMENT 11 512 p pr A� i D m C P r O 70 ne'H POP .y 'x• 513 e .,m z m P• • S10 n,0 z'Z at. �I,Z7 EwS 9s cc o �'� o cw ^ �8 St ���• c0 o- 9-3 � im m g9 MMor a 3 ED ne'H POP .y 'x• 513 a-------------- w fD to N N N O .. 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O. /r UQ rdi, n O y 4- O G tl4 C _r rt r+ t d n . d (D N o s o 'O CL u, m 0 o o Dwi � N O -� � rt LAf1 3CSA '_ - - M ' O. rt = O n n O„ rt .� m J, 3 fD v o c m co ca.� o o am 0 pO n T p � 524 & 22C. © 7 _ \ \ \ � - 0 7 tj m o \ _ = < an - ® �§ / , m \ \ \\- �_ 10 0.qQ % ® \ \ / .) 2 ED ° ED k\\ 7 ° 0 __ o o * J \ § \ / \ 3 Q � tA MO � � m 0 m r+ .a 0 � � 525 S ATTACHMENT 12 RESOLUTION NO. 2015 -_2a_'%Q A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE GATEWAY PARK RESTAURANT LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND FLY ME TO THE MOON, LLC, IN SUBSTANTIALLY THE SAME FORM ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY ATTORNEY AND THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach, Florida (the "City"), is the owner of the Gateway Park and Parking Garage located at 151-215, and 337 Sunny Isles Boulevard; and WHEREAS, the City desires to lease to Fly Me To The Moon, LLC ("Lessee") a 15,500 square feet indoor restaurant facility with an adjacent outdoor dining area consisting of 2,500 square feet located on the ground level at the restaurant space at Gateway Park, together with the concession area that is part of the build -out of the parking garage shell (the "Leased Premises"); and WHEREAS, the City and Fly Me To The Moon, LLC desire to enter into the Gateway Park Restaurant Lease Agreement in substantially the same fonn attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION_ OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approving the Gateway Park Restaurant Lease Agreement. The Gateway Park Restaurant Lease Agreement between the City of Sunny Isles Beach and Fly Me To The Moon, LLC, is hereby approved in substantially the same form as the attached Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute the Agreement in substantially the same form as the attached Exhibit "A". Section 3. Authorization of City Manager and City Attorney. The City Manager and City Attorney are authorized to do all things necessary to effectuate the terms of this Resolution. Section 4. Effective Date. This Resolution shall become effective upon adoption. Approving Gateway Park Restaurant Lease Agreement Page I of 2 526 PASSED AND ADOPTED this 1 Sj+ day of ATTEST: Jade A. iris, MMC, City Clerk TO FORM AND Attorney Vote: S -d 2015. Scholl, Mayor Moved by: Seconded by: Oo (SbOIAW Mayor Scholl _(Yes) (No) Vice Mayor Gatto /(Yes) (No) Commissioner Aelion �j (Yes) (No) Commissioner Goldman Yes) (No) Commissioner Levin Yes) (No) Approving Gateway Park Restaurant Lease Agreement Page 2 of 2 527 L LEASE AGRI;EM NMI F6 S umq a3, TIUS LEASE, AGREEMENT (this "Lease") is dated as ofh..pEM*2015y_ ("Effective Date") by and among CITY OF SUNNY ISLES 13EACH, FLORIDA, a municipal corporation of the State of Florida ("Lessor"), and FLY ML TO t -IM MOON, LLC, ('Lessee'). Preliminary Statements WEBRLAS, lessor is the owner of Gateway Park and Parking Garage located at 151- 215, and 337 Survey Isles Boulevard (the "Property" or "Gateway Patic") in Sunny Isles Beach, Florida, as specifically described in Exhibit "A"; and WHEREAS, Lessor desires to lease to Lessee the Leased Premises (as hereinafter defined), on the terms and conditions set forth below; and WHEREAS, as a component of this lees©, Lessor agrees to provide Lessee with the exclusive right to operate the concession at Gateway Park during the term of this Lease. NOW, THEJ REFORE, for and in consideration of the foregoing and forother good valuable consideration and of the mutual agreements hereinafter set forth, see hereby covenant and agree as follows: 1, Leased Premises Use and Comrnon Aren, Descrintien, Lessor agrees to lease to Lessee all upon and subject to'the term and conditions set forth herein, a 15,500 square feet indoor restaivant facility with an adjacent outdoor dining area consisting of 2,500 square feet located on the ground level at the restaurant Spam at Gateway Park, as more particularly described in Exhibit "B" hereto (eesell ig together with the concession area that is part of the build -out of the parking garage and all rights, easements and appurtenances thereto belonging (hereinafter collectively referred to as dee "Leased Premises"). Lessec is pennitted to use the Leased Premises for a restaurant, and to•grant third to third party vendors the right to operate a high-end goumret fund market, oto grant and for party vendors the right to operate the concession area built into the pang galore that will be no other purpose whatsoever (thee "Permitted Use"). All third party operating food markets and the concession area shall be approved in writing by the City Manager or his/her designee and such approval shall be, provided within thirty (30) days of submission by the Lessee. City Manager's approval shall not be unreasonably withheld. For the purpose of this Section, the term restaurant space" means the 15,500 square feet indoor restaurant facility located on the ground level of the parking garage. 1,1 • Common Area, As long as this Lease Agreemeat remains in effect and Lessee is not in default hereunder, Lessee shall have the non-exclusive right, in common with the lessor, invitees, and the general public, to use the common areas of Gateway Park, which include, but are not limited to: walkways, landscaped areas, patios, sidewalks, recreational facilities, restroorns, stairways, elevators, and parking areas. L. 528 2, Construction of Iua»rovements/Bulld-Out.. 2.1 Lessee Build -Out Obligations. Lessee at its own expense will construct or cause to be, constructed on the Leased Premises the installation of all furnishing, fixtures, and equipment for the operation of the restaurant, (the "Improvements"), substantially in accordance with the Final Plans and Specifications (the "Final Plans") to be prepared by Lessee and submitted to Lessor for approval. The Final Plans shall be submitted to the City Manager or designee within one hundred and twenty (120) days of the execution of this Lease. The Final. Plans shall provide specific details and layout for the "Fly Me to the Moon" restaurant and high- end gourmet food market concept which is generally described in Exhibit "C". The Improvements will be constructed by Lessee in a good and workmanlike manner utilizing new and first grade materials, free and clear of all mechanics', laborers' and materialmen's liens and claims and in compliance with all applicable building, zoning and other laws, ordinances, regulations and orders of the federal, state, and county or other governmental authorities having jurisdiction over the Leased Premises, Lessee shall obtain all necessary permits, licenses and approvals, including building permits, from applicable governmental authorities for construction of the Improvements. Lessor agrees to waive building fees imposed by Lessor with respect to City lnlilding permit applications filed by Lessee. Lessor and its representatives shall have the right to inspect the Leased Premises during the course of construction of the Improvements. 2.2 Cost of impxovenaents. Lessee has represented the cost of Improvements to be at least the sum of Three Million Four Hundred Thousand Dollars ($3,400,000.00) (the "Lessee's Contribution") for the Improvements to be constructed on the Leased Premises. Lessee shall provide Lessor with contractor for Gateway Palkoof of expenditures for shall be at the expense requested Lessee to the generalof the Lesseeanmust be approved by the City Manager or his/hex designee. 2.3 Time for Completion of Improvements. The Lessee's Improvements shall be completed no later than one hundred eighty (180) days from the date the Lessor provides Lessee with possession of the Leased Premises. The Lessor may grant the Lessee an extension of time to complete the Improvements upon written request by the Lessee. Such written requests shall be provided to the Lessor as soon as the Lessee is awaxe of the need for such extension. Prior to rovide a accepting possession exfor ante Bond to Lessore Leased s to es,ensure completessee shall pon of the Improne vements, illion Dollars 2.4 Lessor's Obligations. Subject to the conditions herein, Lessor agrees to provide a lump sum payment not to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) ("Lessor's Contribution") to Lessee for the construction of Lessee's Improvements. Notwithstanding the foregoing, Lessor's Contribution shall be the lesser of 36,765% of the Lessee's actual cost for the Improvements, or One Million Two Hundred Fifty Thousand Dollars ($1,250,000). By way of example, if the total cost of Improvements is $3,000,000, Lessor's Contribution shall be One Million One Hundred Two Thousand Nine Hundred Fifty Dollars $1,102,950 ($3,000,000 x .36765 = $1,102,950). Lessor further agrees to construct the restaurant "Shell" for the Leased Premises. The Shell shall consist of the exterior c� 529 and interior walls for the restaurant facility, utility connections, and roof structure. Upon completion, all interior Improvements and fixtures shall be the property of the Lessor. 2.5 Time of Payment of Lessor's Contribution. Lessor agrees to provide Lessee with Lessor's Contribution within thirty (30) days of the following conditions being satisfied: (i) issuance of Certificate of occupancy for the restaurant facility; (ii.) submittal to Lessor of releases of liens from Lessee's contractors and sub -contractors; (iii) issuance of all appropriate licenses to operate a restaurant facility in Sunny Isles Beach; and (iv) submittal of written proof to Lessor that Lessee has made Lessee's Contribution. 3. Term. The term of this Lease (the "Initial Term") shall be for a period of Twenty (20) years commencing on the Effective Date (as hereinafter defined) and shall terminate on the Effective Date in the Twentieth (20d') year, unless earlier terminated in accordance with the terms of this Lease or applicable law. As used herein, the "Effective Date" means the date on which this Lease is executed by the last of the parties hereto. Lessee shall have the right to renew or extend the Term for Two (2) additional terms of five (5) years (a "Renewal Term" and collectively with the "Initial Term", the "Lease Term"), provided that Lessee is not in default at the time of the renewal of the applicable term. If Lessee is not in default, Lessee shall have the right to extend the Lease by giving Lessor written notice of its election to extend the term of this Lease not less than one hundred fifty (150) days prior to the expiration of the Initial Term or Renewal Term. All of the terms and conditions of this Lease shall remain in full force and effect during each Renewal Term, if exercised. Each period of one year commencing on the.Effective Date shall constitute a "Lease Year". 4, Rent. 4.1 Base Rent. Lessee shall pay directly to Lessor, in law ill United States currency, a guaranteed monthly payment of Twenty Thousand and Noll 00 Dollars ($20,000.00) (the "Base R.ent") plus all applicable sales tax. Rent is due no later than the Fifteenth (IP) day of each month. Rent shall be payable to the City of Sunny Isles Beach CIO the City's Finance Department located at 18070 Collins Avenue, Sunny Isles Beach, FL 33160. Rent shall commence upon the "Rent Commencement Date", as hereinafter defined. 4.2 Rent Commencement Date. The "Rent Commencement Date" shall be one hundred eighty (180) days from the date of issuance of a Temporary Certificate of Occupancy or a Certified of Occupancy for the Leased Premises. Commencing on the Effective Date, Lessee is obligated to use its best possible efforts to diligently pursue and obtain on the earliest possible date all necessary building permits and licenses at Lessee's sole cost and expense to construct Lessee's Improvements. Lessee's performance of this Lease shall not be excused under any circumstances if the failure or inability to obtain such licenses or permits is due to the neglect or omission of Lessee. Lessor shall provide Lessee with all reasonable cooperation in obtaining such building permits and licenses. 4.3 Percentage Rent. In addition to the payment of Base Rent, Lessee shall pay to Lessor as additional rent, the amount, if any (the "Percentage Rent"), by which (a) the product of (i} Gross Sales, as hereinafter defined, for a particular calendar quarter of a full or partial Lease year, multiplied by (ii) eight percent (8%), exceeds (b) the Base Rent for a calendar quarter as 530 provided in Paragraph 4.1 of this Lease for the Lease Year. By way of example, when Base Rent for a calendar quarter totals Sixty Thousand and No/100 Dollars ($60,000,00) and the Gross Sales for such quarter is $1,000,000, then Lessee shall pay to Lessor as Percentage Rent an additional $20,000 ($1,000,000 x 0.08 = $80,000 - $60,000 - $20,000). The Percentage Rent shall be paid on a quarterly basis during the Lease Year, on or before the thirtieth (30e1) day of the month following the end of each Lease Year quarter. 4.4 Gross Sales. The term "Gross Sales" as used herein shall be consulted to include the entire amount of the actual sales price, whether for cash or otherwise, of all sales of merchandise or services and all other receipts whatsoever of all business conducted in or from the Leased Premises or concession area by Lessee or third party vendors approved by City Manager or designee. A "sale" shall be deemed to have been consummated for the purposes of this Lease, and the entire amount of the sales price shall be included in Gross Sales, at such time that (i) the transaction is Initially reflected in the books or records of Lessee or a concessionaire (if a concessionaire makes the sale), or (R)Lessee or such concessionaire receives all or any portion of the sales price, or (iii) the applicable goods or services are delivered to the customer, whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or otherwise, or all or any portion of the sales price has actually been paid at the time of inclusion in Gross Sales or at any other time. Deductions shall be allowed for direct or indirect discounts, rebates, or other reductions on sales to employees or others, The Lessor shall be entitled to review and analyze deductions taken by Lessee for direct or indirect discounts or rebates. If Lessee's deductions exceed the industry standard amount of 3%, Lessor may require that the deductions for direct or indirect discounts or rebates in excess of 3% be calculated into the Gross Sales for the period in question. The term "Gross Sales" shall not include, however, any sums collected and paid out by Lessee for any sales or excise tax imposed by and accounted for by Lessee to any duly constituted governmental authority, nor shall it include the exchange of merchandise between the stores of Lessee or related companies, if any, where such exchange of goods or merchandise is made solely for the convenient operation of the business of Lessee and not for the purpose of consummating a sale which has theretofore been made in or from the Leased Premises and/or for the purpose of depriving Lessor of the benefit of a sale which otherwise would be made in or from the Leased Premises, nor shall the term include the amount of returns to shippers or manufacturers, nor proceeds from the sale of trade fixtures. There shall be deductible from Gross Sales the amount of any cash or credit refund made upon any sale in or from the Leased Premises, previously included in "Gross Sales" hereunder, not to exceed the sum so previously included, where the merchandise sold is thereafter returned by the purchaser and accepted by Lessee. The term "merchandise" as used in this Lease shall include, but not be limited to, food and beverages. 4.5. Late Charae. if any installment of the Base Rent or Percentage Rent, any Imposition or any other payment provided for under this Lease which is payable by Lessee is not received by Lessor within fifteen (15) days after notice, Lessee shall immediately pay Lessor the amount of Five Hundred ($500) Dollars as a late charge (the "Late Charge"). Lessee agrees that the Late Charge represents a fair and reasonable estimate of the costs that Lessor will incur by reason of any such late payment by Lessee. Acceptance of the Late Charge by Lessor shall not constitute a waiver of Lessee's default with respect to the overdue amount, not prevent Lessor frons exercising any other rights and remedies available to Lessor under this Lease. C� 531 4,6. Interest on Overdue Amotiuits. The Base Rent, Percentage Rent and all other amounts due Lessor under this Lease which are not paid when due shall bear interest at a per annum rate equal to the "Prime Rate" (or substantial equivalent) announced from time to time (as adjusted monthly) plus 10 %, from the date due until paid; provided, however, that if such rate shall exceed the lawful rate of interest which Lessor is entitled to charge under applicable law, then the per annum rate of interest on any such overdue amounts shall be the maximum rate permitted by applicable law. 4.7. Additional Rent. Unless otherwise expressly provided, all monetary obligations of Lessee to Lessor of any type or nature, other than Base Rent or Percentage Rent, shall be denominated as additional rent. Except as otherwise expressly provided, all additional rent payments are due five (5) days after delivery of an invoice. Lessor shall have the same rights and remedies for defaults in the payment of additional rent as provided in this Lease for defaults in the payment of Base Rent. The term "Rent" or "rent" when used in this Lease shall include Base Rent, Percentage Rent and all forms of additional rent, All Base Rent shall be paid to Lessor without demaud, setoff, or deduction whatsoever, except as specifically provided in this Lease, at Lessor's notice address indicated in this Lease, or at such other place as Lessor shall designate in writing to Lessee. All Percentage Rent shall be paid to Lessor without demand, setoff, or deduction whatsoever, except as specifically provided in this Cease, at Lessor's notice address indicated in this Lease, or at such other place as Lessor shall designate in writing to Lessee, if any payment of rent due from Lessee shall be overdue by five (5) days or more, Lessor shall be entitled to charge Lessee the late charges and interest provided for in Section 4,5 and Section 4.6 of the Lease. Lessee's obligations to pay rent are covenants independent of Lessor's obligations under this Lease. Lessee shall also pay monthly to Lessor, any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed by the United States of America, the State of Florida, or any political subdivision of them, on any form of rent due under this Lease, or in substitution for any rent, notwithstanding the fact that the law imposing the tax may endeavor to impose it on Lessor. 4.8. Lessor's Lien. To secure the payment of all rent due and to become due } hereunder and the faithful performance of this Lease, Lessee hereby gives to Lessor an express first and prior contractual lien and security interest on all property now or hereafter acquired (including fixtures, equipment, chattels, and merchandise) which may be placed in the Leased Premises and also upon all proceeds of any insurance which may accrue to Lessee by reason of destruction of or damage to any such property. Such property shall not be removed from the Leased Premises without the prior written consent of Lessor until all arrearages in rental and other sums of money then due to Lessor hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest are given in addition to Lessor's statutory lien and shall be cumulative thereto. Lessor shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Florida (the "UCC") and Lessee hereby authorizes Lessor to file one or more financing statements thereunder. To the extent permitted by law, this Lease shall constitute a security agreement under Article 9 of the UCC. 4.9. Net Lease. Other than the Lessor's obligations set forth in this Lease, this Lease is What is commonly called a "Net Lease", it being understood that Lessor shall receive the Base Rent and Percentage Rent free and clear of any and all taxes, other Impositions, liens, charges, or 532 expenses of any nature whatsoever incurred in connection with the ownership and operation of the premises, other than the Lessor's obligations set forth herein. 4.10, Licenses Fees, Taxes. Lessee shall pay, on or before their respective due dates, to appropriate collecting authorities, all federal, State, County, and City taxes, licenses, permits, assessments, and fees, which are now or may subsequently be, levied upon or apportioned to the Leased Premises or the leasehold estate granted by this Lease, or upon Lessee, or upon any of Lessor's property used in connection with this Lease, or upon any rentals or other sums payable under this Lease, including, but not limited to any applicable ad valorem, sales or excise taxes, and shall maintain in current status all federal, State, County and City licenses and permits, now or subsequently required for the operation of the business conducted by Lessee including, but not limited to, occupational licenses. 4.11. Payment of Utilities. From and after the Effective Date, Lessee shall pay when due all water, wastewater, electric, telephone, solid waste, recycling, and all other utility and costs of any and all types whatsoever which are now or hereafter charged or assessed with respect to operations at the Leased Premises. Lessee shall pay all fees or charges relative to the foregoing promptly prior to delinquency. Lessor represents and warrants that the utilities which will be provided to the Leased Premises are or will be separately metered. 4.12. Right to Contest Taxes. Lessee shall have the right, at its sole cost and expense, to contest the amount or validity, in whole or in part, of any Taxes by appropriate proceedings diligently conducted in good faith, but no such contest shall be carried on or maintained by Lessee after the time limit for the payment of any Taxes unless Lessee shall (i) pay the amount involved under protest; (ii) procure and maintain a stay of all proceedings to enforce any collection of any Taxes, together with all penalties, interest, costs and expenses, by a deposit of a sufficient sum of money, or by such undertaking, as may be required or permitted by law to accomplish such stay; or (iii) deposit with Lessor, as security for the performance by Lessee of its obligations hereunder with respect to such Taxes, l00% of such contestedpayment of amount contested other reasonable security as may be demanded by Lessor to insure pay h co to the Taxes and all penalties, interest, costs and expenses which may accrue during the p contest. Upon the termination of any such proceedings, Lessee shall pay the amount of such Taxes or part thereof, as finally determined in such proceedings, together with its costs, fees (including all reasonable attorneys' fees and expenses), penalties or other liabilities in connection therewith; provided, however, that if Lessee has deposited cash or cash equivalents with Lessor as security under clause (iii) above, then, so long as no default exists tuider this Lease, Lessor shall arrange to pay such Taxes (or part thereof) together with the applicable costs, fees and liabilities as described above out of such cash or cash equivalents and return any unused balance, if any, to Lessee. Lessee shall have the right, at its cost and expense, to seek a reduction it the valuation of the Leased Premises as assessed for tax purposes and to prosecute any action or proceeding in connection therewith. Provided Lessee is not in default hereunder, Lessee shall be authorized to retain any tax refund of any tax paid by Lessee, Lessee shall provide written notice to Lessor if Lessee exercises the right to contest taxes. 5. Richt to Li xamine Books. Notwithstanding the acceptance by Lessor of payments of Percentage Rent, as defined in Section 4.3, Lessor shall have the right to Percentage Rents, 533 respectively, and the right to examine, make extracts from and copy, at the Leased Premises or (at the option of Lessor) at the corporate headquarters office of Lessee in the United States, Lessee's and all concessionaires' books, source documents, accounts, records and sales tax reports filed with applicable government agencies in order to verify the amount of Gross Sales in and from the Leased orattLessee'secorparate headquarsee shall make all ters, iuch fents elected byLessor)upoavailable5) the Leased Premises days' prior written notice from Lessor, as the case may be. 5.1 Audit. At its option, Lessor may at any time, upon ten (10) clays' prior written notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the entire records and operations of Lessee, including those in connection with any concessionaire concerning business transacted upon or includable in Gross Sales from the Leased Premises during the period covered by any statement issued by Lessee. Audit shall be conducted as to cause the least amount of disruption to the operation of Lessee's business. Lessee shall make available to Lessor auditor at the Leased Premises (or at Lessee's corporate headquarters, if elected by Lessor within. ten (10) days following Lessor's notice requiring such audit, all of the books, source documents, accounts and records referred to in this Lease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Lessee shall promptly pay to Lessor the amount of any deficiency in percentage rent payments respectively, disclosed by any such audit. If such audit shall disclose that Lessee's statement of Gross Sales is at variance to the extent of three percent (3%) or more, Lessor, as the case may be, may bill to Lessee the amount of any deficiency and the cost of such audit, which shall be paid by Lessee within ten (10) days after Lessee's receipt of the applicable invoice; in the event Lessee fails to pay such discrepancy and costs, Lessor may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Lessee's failure to pay Percentage Rent, Prior to the finalization of the auditor's report and submission of an invoice to Lessee, Lessee shall have no loss than thirty (30) days to review and analyze the auditor's draft xeport and present argument if it disagrees with the auditor's draft findings. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessor or Lessor's auditor, shall reasonably schedule a date for an audit of Lessee's records in accordance with this Section, and Lessee shall fail to be available or shall otherwise associated with the scheduled auditements for such audit, Lessee shall pay all costs and e p 5.2 Audit Penalties. In addition to all other remedies available to Lessor, in the event that airy such audit shall disclose that Lessee's records and other documents as referred to in this Section and such other materials provided by Lessee to Lessor's auditor are inadequaatelin e opinion of Lessor or Lessor's auditor, to accurately disclose Lessee's Gross Sales, thenas the case may be, shall be entitled to collect as additional rent from Lessee an amount equal to percentage rent due for such understatement together with interest at eighteen percent (18%) per annum and the cost of such audit and attorney fees if an attorney is required to bring suit, action, or other proceeding to enforce the terms of this Section. Lessor's exercise of the foregoing remedy shall in no way limit or otherwise affeuaLessor's e terms, covenants onditionse other les of available to it, nor shall Lessee's obligations pursuant this Lease (including, without limitation, Lessee's obligation with respect to reporting Gross Sales and payment of Percentage Rent) be in any manner reduced or diminished by the exercise of such remedy. In the event that Lessee shall, following the exercise of such remedy, provide to 534 Lessor all records and documentation as required to be provided pursuant to the terms of this Lease so as to permit Lessor's auditor to accurately establish Lessee's Gross Sales for the period in question, then Lessee shall be permitted a credit with respect to any amount of additional rent collected by Lessor from Lessee puusuant to this paragraph, with such credit to be applied first against the installment of percentage rent due from Lessee for the period in question, with any remaining credit to be applied against the next installment of Percentage Rent payable by Lessee. Neither the provisions of this Section nor any other provisions in this Lease shall restrict Lessor's rights to discovery in any litigation or arbitration proceeding. 6. Maintenance and Reuairs. 6.1 Lessee's Obligations. Lessee shall, at its sole cost and expense, maintain in good repair, order, and serviceable condition the Leased Premises and every part thereof, including, without limitation, all plumbing, ventilation, heating, air conditioning, and electrical systems and equipment in, on, or exclusively serving, the Leased Premises, and all windows, doors, plate glass, interior walls, and ceilings which are part of the Leased Premises, and nearby exterior walkways utilized by patrons of the Leased Premises, 6.2 Lessor's Obligations. Lessor have the obligation to repair and maintain the foundation, exterior walls, roof and utilities beyond connection to the restaurant facility an the Leased Premises, including structural or nonstructural, ordinary or extraordinary. 6.3 Parties' Rights, If either party refiises or neglects to make repairs or maintain the Leased Premises, or any part thereof, in a manner reasonably satisfactory to the other, without prejudice to any other remedy, upon giving ten (10) days prior written notice, such party shall have the right to perform such maintenance or make such repairs on behalf of and for the account of the other. In the event a party so elects, the other shall pay the cost of such repairs, maintenance, or replacements within five (S) days following receipts of a bill therefor. Lessee agrees to permit Lessor or its agent to enter the Premises, upon reasonable notice by Lessor, during normal business hours for the purpose of inspecting the Premises. 6.4 Americans with Disabilities Act (ADA) (a) Lessor's Warranty. Lessor warrants and represents that to Lessor's knowledge the Leased Premises are in compliance with the requirements of Title III of the Americans with Disabilities Act of 1990, as amended (the "ADA") and the regulations and accessibility guidelines of the ADA and any similar state or local laws, collectively called the "ADA Laws". (b) Lessee's Warranty. Lessee agrees that it shall conduct its occupancy and use of the Leased Premises in accordance with the ADA Laws (including, but not limited to, modifying its policies, practices, and procedures, and providing auxiliary aids and services to disabled persons). (c) Parties' Indemnity. Lessor and Lessee agree to indemnify and hold harmless the other from any claims or causes of action resulting from their failure to comply with their respective obligations in paragraph 6.4. 535 9. Damage by Fire or Other Casualty. 7.1 Obligations to Rebuild. If any portion of the Leased Premises is damaged or destroyed by fire or other casualty, Lessee shall forthwith give notice thereof to Lessor. Lessee shall obtain a cost estimate from a licensed architect or contractor approved by Lessor for such repair, restoration, rebuilding or replacement, and Lessee shall, at its sole costs and expense, promptly repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition They were in prior to such damage or desti action, except for such changes in design or materials as may then be required by law. In such event, Lessor shall, to the extent and at the times the proceeds of the insurance are made available to Lessor, and only so long as Lessee shall not be in default under this Lease, deliver such funds to Lessee for making such repairs, restoration, rebuilding and replacements, 7.2 Minor Damage. If the Leased Premises or any part of it shall be damaged by fixe, the elements, or other casualty but not rendered reasonably unleaseable or unusable, Rent shall continue unabated. The Premises shall be repaired and restored promptly to the condition they were in prior to such casualty, and to the extent that such damage is covered by Lessee's insurance, the proceeds shall be used to make the necessary repairs. 7.3 Major Damage. If all or part of the Leased Premises axe damaged by fire or other casualty and if the fire or other casualty damages the premises or the common areas of the Leased Premises necessary for Lessee's use and occupancy of the Leased Premises, Lessee ceases to use any portion of the Leased Premises as a result of such damage, and the damage does not result from the negligence of Lessee or any other Lessee's concessionaires or third party vendors, then during the period the Leased Premises or portion thereof are rendered unusable by such damage and repair, Lessee's Base Rent under Paragraph 4 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Lessee from conducting, and Lessee does not conduct, its business at the Leased Premises. 7.4 Casualty during Last Twelve Months. Notwithstanding the foregoing, if the Leased Premises are destroyed or so damaged by fire, the elements, or other casualty during the last twelve (12) months of the initial Term or the then -running Renewal Term, Lessee may elect not to rebuild and to terminate this Lease; provided that Lessor shall receive insurance proceeds in the full amount of the casualty loss. In the event that Lessee elects to terminate the Lease tinder this Section and the insurance proceeds are less than the amount of the unpaid rent for the balance of the Lease Term, Lessee agrees to pay the difference to Lessor in cash (or cash equivalent) within five (5) days after receipt of a bill from Lessor. g. Sale of Food, Liquor and Concession. During the Term of this Lease, Lessor grants Lessee the exclusive license to sell food, beverage, and liquor within the Leased Premises. Lessee shall also have the right to permit third party vendors to sell food, beverages, and liquor within the Leased Premises, subject to the approval process by the City Manager or his/her 536 designee as contained in Section 1.1 of this Lease. Lessee shall obtain permission from the City Manager or designee before selling the aforementioned items in other areas of Gateway Park or for requesting a permit to use Gateway Park for any other purpose. Lessor warrants that as of the Effective Date of this Lease Agreement it has the full authority to grant to the Lessee the right to sell food, beverage, and liquor within the Leased'Premises and that there is no prohibition from doing so seven (7) days a week during Hours of Operation as defined in Exhibit "C". The Lessee shall be provided with the opportunity to operate the concession that is part of the Leased Premises for Gateway Park during the term of this Lease, unless Lessee is in default ("Concession"). The right to operate the Concession shall be granted in one (1) year increments commencing the date the restaurant opens for business. The Lessor reserves the absolute right to take over the operation of the Concession at the end of any one year increment provided the Lessor notifies the Lessee at least thirty (30) days prior to the expiration of any one year increment, even if no default by Lessee occurs under this Lease. If the Lessor has not taken over the operation of the Concession as indicated herein, the Lessee's right to operate the Concession shall automatically renew each year for the term of this Lease. Notwithstanding any provision in this Lease Agreement, the City has the authority to permit other vendors to sell food, beverages or other items within Gateway Park outside of the Leased Premises. 9. ComRliance with Laws. Lessee shall promptly comply with all laws, orders, and regulations of all county, municipal, state, federal, and other applicable governmental authorities, including environmental laws, and all recorded covenants and restrictions affecting the Leased Premises, now in force, or that may hereafter be in force, pertaining to Lessee or its use of the Leased Premises. Lessee shall not engage in or commit any discriminatory practice in violation of applicable laws, statutes, ordinances, and rules regulations. K as a result of Lessee's use of the Leased Premises or the maldng of any alterations by Lessee, any additions, alterations, or improvements shall be, required to be made by Lessee to any part of the Lease Premises to comply with any requirements of the Americans with Disabilities Act of 1990, as amended, the Florida Americans with Disabilities Accessibility Implementation Act and/or any other related state or local laws, Lessee shall, at Lessor's option, promptly melte all such required additions, alterations, or improvements at Lessee's sole cost and expense or shall reimburse Lessor on demand for the costs incurred by Lessor in doing so. 10. Hazardous Substances. Lessee shall not cause or permit any Hazardous Substance (as defined below) to be used, stored, generated or disposed of on or in the Premises or the Leased Premises, by Lessee, Lessee's agents, employees, contractors or invitees without first obtaining Lessor's written consent, except, with the prior written consent of Lessor, for small quantities of Hazardous Substances customarily used in connection with general office uses. If any Hazardous Substances are used, stored., generated or disposed of on or in the Premises or the Leased Premises, or if the Premises or Leased Premises, become contaminated in any manner by Lessee or its employees, agents, guests or invitees or otherwise become affected by any release or discharge of a Hazardous Substance caused in whole or in part by Lessee or its employees, agents, guests or invitees, Lessee shall immediately notify Lessor of the release or discharge of a Hazardous Substance and Lessee shall indemnify, defend and hold harmless Lessor from and against any and all claims, damages, fines, judgments, penalties, costs liabilities, or losses (including without limitation, a decrease in value of the Premises or the Leased Premises, damages caused by loss or restriction of rentable or usable space, or any damages caused by adverse impact on marketing of the space, and any and all sums paid for settlement of claims, 537 attorneys' fees, consultant, and expert fees) arising during or after the Term, and arising as a result of such use, generation, storage, disposal, contamination, release or discharge. This indemnification includes without limitation, any and all costs incurred because of any investigation of the site or any cleanup, removal, or restoration mandated by federal, state or local agency or political subdivision. Without limitation of the foregoing, if Lessee causes or permits the presence of any Hazardous Substance on the Premises or Leased Premises, and the same results in any contamination, release or discharge, Lessee shall promptly, at its sole expense, take any and all necessary actions to return the Leased Premises or the Premises to the conditions existing prior to the presence of any such Hazardous Substance on the Leased Premises or the Premises and in compliance with all applicable laws. Lessee shall first obtain Lessor's approval for any such remedial action and the approval of the contractors doing the work. Lessor shall have the right to do the work, at Lessee's sole cost and expense, if Lessor detennines an emergency exists or if necessary to protect the health and safety of other lessees of the Premises or Leased Premises. As used herein, "Hazardous Substance" means any and all material or substances that are defined as "hazardous waste", "hazardous materials", or a "hazardous substance" pursuant to federal, state or local governmental law and any substance that is toxic, ignitable, reactive, or corrosive. "Hazardous Substance" includes, but is not restricted to, asbestos, polychlorobiphenyls, and petroleum products. 17. Liability and Indemnification. 11.1 Lessor's Liability. Lessor shall not be. liable to Lessee, Lessee's agents, or Lessee's customers, clients, invitees, licensees, contractors, third party vendors, or employees for any damage, injury, loss, compensation, claim or expense, including claims based on, arising out of, or resulting from any cause whatsoever pertaining to the Leased Premises (including the intentional misconduct or criminal acts of third parties), except to the extent such damage, injury, loss, compensation, claim or expense is caused by Lessor's negligence or willful misconduct, and Lessee waives all claims against Lessor for any loss or damage against which Lessee is insured, or for which Lessee is required to maintain insurance under this Lease, nor shall Lessor be liable in any event for any interruption of or loss to Lessee's business, and Lessee waives all claims against Lessor based on loss of business or profits or other consequential damages or for punitive or special damages of any kind. 11.2 Lessee's Indemnity, Lessee shall defend, indemnify, and hold Lessor, Lessor's agents, employees, officers, directors, officials and Lessor's interest in the Lease, the Premises and the Leased Premises harmless from and against all costs, damages, claims, liabilities and expenses (including, but not limited to, court costs and reasonable attorneys' fees) suffered by or claimed against Lessor, directly or indirectly, based on, arising out of or resulting from (i) the control, maintenance, management, occupancy, possession., repair, or use of the Premises or Leased Premises, or the business conducted by Lessee therein, (ii) the condition, repair, and/or maintenance of the Premises or Leased Premises, (iii) any injury to person or property or loss of life sustained in, on or about the Premises or Leased Premises, (iv) any negligent act or omission by Lessee or Lessee's agents, employees, officers, directors officials, licensees, invitees, or contractors, or (v) any breach or default by Lessee in the performance or observance of its covenants or obligations funder this Lease, but excluding any costs, damages, claims, liabilities, azid expenses to the extent that -the same are proximately caused by the gross negligence or willful misconduct of Lessor. 538 t 1.3 Independent Covenants. In the event that at any time during the Tenn of the Lease, Lessee shall have a claim against Lessor, Lessee shall not have the right to deduct the amount allegedly owed to Lessee from any rent or other sums payable to Lessor under this Lease, it being understood that Lessee's sole remedy for recovering upon such claim shall be to institute an independent action against .Lessor, Notwithstanding anything to the contrary contained in this Lease, if any provision of this Lease expressly or impliedly obligates Lessor not to unreasonably withhold its consent or approval, an action for declaratory judgment or specific performance shall be Lessee's sole right and remedy in any dispute as to whether Lessor has breached such obligation. 12. Insurance. Lessee shall maintain throughout the Term or any Renewal Term all insurance required to be maintained by the Lessee under the Lease, which insurance shall name Lessor as an additional insured and/or loss payees, as applicable, Lessee shall also maintain throughout the Term, the following additional insurance: (a) comprehensive general liability insurance covering injury, death and property damage occurring in the Building, including (i) Premises and Operations; (ii) Independent Contractors, (iii) Products and/or Completed Operations Hazard, (iv) Broad Foran Property Damage, (v) Broad Form Contractual Coverage applicable to this Lease Agreement, including the hold harmless and indemnification provisions contained herein; (vi) personal injury coverage with employee and contractual exclusions removed, with minimum limits of coverage equal to those required for bodily injury liability and property damage liability; (vii) Builders Risk; and (viii) Business Interruption (not less than six months of minimum monthly rent) with a combined single limit of not less than Three Million Dollars ($3,000,000) per occurrence for Bodily Injury Liability and Property Damage Liability; (b) worker's compensation insurance on all employees of Lessee, as required by the laws of the State of Florida; (c) liquor liability in an amount not less than One Million Dollars ($1,000,000) per occurrence; and (d) Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000) per occurrence for Bodily Injury Liability and Property Damage Liability, with coverage to be provided on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: (1) Owned Vehicles; and (ii) Hired and Non -Owned Vehicles. Each policy of insurance required to be maintained by Lessee hereunder, (i) shall name Lessor as additional insureds and/or loss payees thereunder, as applicable, (ii) shall contain waiver of subrogation and severability of interests endorsements, (iii) shall in all events be in an amount sufficient to prevent Lessor from being a co-insurer of any loss covered under the applicable policy or policies and shall require not less than thirty (30) days' prior written notice of any cancellation or modification. On or prior to the Effective Date, Lessee shall deliver to Lessor binding certificates or other binding evidence of all such insurance (on an ACCORD 27 form or other form, acceptable to Lessor), together with true copies of each such policy and evidence of payment thereof; and thereafter, at least fifteen (15) days prior to the expiration of any policy, Lessee shall deliver to Lessor such original certificates as shall evidence a renewal or new policy to take the place of the policy that is expiring together with true copies of each such policy and evidence of payment therefor. Lessee's insurances are primary and non-contributory to the Lessor's insurance program. 13, _Alterations. Except for the Improvements discussed in Section 2, Lessee shall not make any alterations, additions, or improvements on or to the Leased Premises without first obtaining the written consent of Lessor and all alterations, additions, and improvements shall be performed Cr 539 at the sole expense of Lessee. All alterations, additions and improvements shall be performed in accordance with such restrictions and regulations as Lessor may impose in connection therewith, including the applicable terms of the Lease. Without limiting the generality of the foregoing, Lessee shall pay to Lessor (or if Lessor requests,) all fees required by the Lease or otherwise imposed by Lessor in connection with any alterations, additions or improvements requested to be performed by Lessee and until such amounts are paid in full, Lessor shall have no obligation to consider or act upon Lessee's request to make such alterations, additions or improvements. 14. Liens. Lessor hereby notifies all mechanics, materiahnen and other lienors that pursuant to Florida Statutes §713.10, any liens under Florida Statutes Chapter 713 shall extend to, and only to, the right, title and interest of the person who contracts for the improvement in question and that neither the interest of Lessor nor any superior interest in the Leased Premises, shall be subject to liens for any improvements, services or materials made by, contracted for or otherwise authorized by Lessee or by any employee, contractor or agent of Lessee, and that Lessee has no power, authority or permission to create any such lien. Lessee agrees that prior to contracting for or otherwise authorizing any improvements, services or materials to be made in or delivered to the Leased Premises, Lessee shall notify the applicable contractor of the foregoing provisions. Lessee fiather agrees that upon request of Lessor, Lessee shall execute a notice which sets forth the foregoing provisions, which notice may be recorded by Lessor in Miami -Dade County. Further, Lessee agrees to indemnify, defend, and save Lessor harmless from and against any damage or loss, including reasonable attorneys' fees, incurred by Lessor as a result of any liens or other claims arising out of or related to work performed in the Leased Premises by or on behalf of Lessee. 15. A.ssignmenjand Subletting. Lessee shall not mortgage, encumber, transfer, or assign this Lease in whole or in part, or further sublet or permit occupancy of the Leased Premises, or any part thereof or interest therein or enter into any other arrangement which does or may require the consent of the Lessor, including any of the foregoing effected by operation of law (each a "Transfer"), without the prior written consent of Lessor, which consent of Lessor shall not be unreasonably withheld. Lessor's withholding of such consent shall be deemed unreasonable if Lessor does not consent for any reason. The sale or other transfer of majority partnership interest in or any capital stock of, or the issuance of majority additional partnership interest in or any capital stock of, Lessee or any partner in Lessee or any entity directly or indirectly owning or controlling Lessee or any partner is Lessee shall be deemed a Transfer which requires Lessor's prior written consent, except with respect to capital stock which is publicly traded. Lessor shall be notified of any sale or transfer of any partnership interest in the Lessee. No Transfer shall relieve Lessee from any of its obligations under this Lease. Notwithstanding anything to the contrary contained herein, Lessor shall have the option, exercisable by notice to Lessee, to recapture all of the Leased Premises, or at the option of Lessor, the portion of the Leased Premises subj cot to the proposed Transfer in the event that less than all of the Leased Premises is subject to the proposed Transfer. Such recapture notice shalt cancel and terminate this Lease with respect to the space being recaptured as of effective date of the proposed Transfer. if this Lease shall be canceled with respect to less than all of the Leased Premises, then the Base Rent and the Additional Rent shall be prorated on the basis of the number of net rentable square feet retained by Lessee in proportion to the number of net rentable square feet contained in the Leased Premises and this Lease as so modified shall continue in full force and effect, if consent 540 is once given by Lessor to a Transfer, Lessor shall not be barred or in any way limited from subsequently refusing to consent to any further or subsequent Transfer. 16. Access to Premises. Lessee shall allow Lessor, their agents, contractors, or employees access to the Leased Premises throughout the Term at all reasonable times with reasonable prior notice for the purpose of inspecting or of making any repairs, additions, improvements, or alterations to the Leased Premises or any property owned by or under the control of either party, or to exhibit the Leased Premises to prospective lessees or assignees of the Leased Premises during the last 12 months of the Term. 17. Defaultand Remedies. 17.1 Default. The occurrence of any one or more of the following events shall constitute a default by Lessee under this Lease: (i) Unless previously consented in writing by Lessor, the failure of Lessee to operate the Leased Premises with the Permitted Use for more than 30 consecutive days, other than failure to operate caused, in the reasonable opinion of Lessor, by a casualty to the Leased Premises. (ii) The failure by Lessee to make any payment of Base Monthly Rent, Percentage Rent Impositions or any other payment required to be made by Lessee hereunder, where such failure shall continue for a period of 7 days. (iii) Except as otherwise provided in this Lease, the failure by Lessee to observe or perform any of the non -monetary covenants, conditions, or provisions of this Lease to be observed or performed by Lessee, where such failure shall continue for a period of 30 days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee's noncompliance is such that more than 30. days are reasonably -required for its cure, then Lessee shall not be deemed to be in default if Lessee commences such cure within said 30 -day period and thereafter diligently prosecutes such cure to completion and the final determination thereof. (iv) The admission by Lessee of its inability to pay debts as they mature. (v) institution by or against Lessee of any bankruptcy, insolvency, reorganization, receivership or other similar proceeding involving the creditors of Lessee which, if instituted against Lessee is not dismissed within 60 days after the commencement thereof; (vi) The issuance of filing of any judgment, attachment, levy, garnishment or the commencement of any related proceeding or the commencement of any other judicial process upon with respect to Lessee, all or substantially all of the assets of Lessee or the Leased Premises. 541 (vii) Sale or other disposition by Lessee of substantially all of its assets or property. (viii) Dissolution, merger, consolidation, termination of existence, insolvency, business failure or assignment for the benefit of creditors of or by Lessee. (ix) Any material statement, representation or information made or fiirnished by or on behalf of Lessee to Lessor in connection with or to induce Lessor to enter into this Lease shall prove to be materially false or misleading when made or fiunished. 17.2 Remedies. Upon the occurrence of a default by Lessee pursuant to the foregoing Section or otherwise in under this Lease, Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the*exercise of any right or remedy which Lessor may have by reason of such default: (i) Terminate Lessee's right to possession of the Leased Premises by any lawful means, in which case this Lease and the term hereof shall terminate and Lessee shall immediately surrender possession of the Leased Premises to Lessor. In such event, Lessor shall be entitle, at its option, and without notice to Lessee, to accelerate the remaining rent due and to recover from Lessee all damages incurred by Lessor by reason of Lessee's default. (ii) Maintain Lessee's right to possession of the Leased Premises by any lawful means, in which case this Lease and the term hereof shall continue in effect whether or not Lessee shall have vacated or abandoned the Leased Premises. In such event Lessor shall be entitled to enforce all of Lessor's rights and remedies under the Lease, including the right to recover the rent as it becomes due hereunder. (iii) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state of Florida. 17.3 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies provided in this Section or otherwise available at law or in equity. 17.4 No Accord and Satisfaction. No payment by Lessee or receipt by Lessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Base Rent, Percentage Rent, Additional Rent, or other sums due under this Lease; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Lessor's right to recover the balance due or to pursue any other remedy available to Lessor shall not be limited thereby. 17.5 Waivers. No failure by Lessor to insist upon the strict performance of any term, covenant, agreement, provision, condition, or limitation of this Lease or to exercise any right or 542 remedy consequent upon a breach thereof, and no acceptance by Lessor of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term, covenant, agreement, provision, condition or limitation. No tern, covenant, agreement, provision, condition, or limitation of this Lease to be kept, observed, or performed by Lessee, and no breach thereof, shall be waived, altered, or modified except by a written instrument executed by Lessor. No waiver of any breach shall affect or alter this Lease, but each and every term, covenant, agreement, provision, condition, and limitation of this Lease shall continue in full force and effect as to any other then existing or subsequent breach thereof. 18. Bankruptcy or Insolvency. 18.1 Liquidation. In the event that Lessee shall become a debtor under Chapter 7 of the Bankruptcy Reform Act of 1978, as amended (the `Bankruptcy Code" ), and Lessee's trustee or Lessee shall elect to ass-Lune this Lease for the purpose of assigning the same or otherwise, such election and assignment may be made only if the provisions of this Section are satisfied. If Lessee or Lessee's trustee shall fail to assume this Lease within 120 days after the entry of an order for relief, this Lease shall be deemed to have been rejected. Immediately thereupon, Lessor shall be entitled to possession of the Leased Premises without further obligation to Lessee or Lessor shall be entitled to possession of the Premises without further obligation to Lessee or Lessee's trustee and this Lease, upon the election of Lessor, shall terminate, but Lessor's right to be compensated for damages shall survive, whether or not this Lease shall be terminated, 18.2 Reorganization. In the event that a voluntary petition for reorganization is filed by Lessee, or an involuntary petition is filed against Lessee under Chapter 11 of the Bankruptcy Code, or in the event of the entry of an order for relief under Chapter 7 in a case which is then transferred to Chapter 11, Lessee's trustee or Lessee, as debtor-in-possession, must elect to asslune this Lease within 120 days from the date of the filing of the petition under Chapter 11 or the transfer thereto, or Lessee's trustee or the debtor-in-possession shall be deemed to have rejected this Lease. Immediately thereupon, Lessor shall be entitled to possession of the Leased Premises without further obligation to Lessee or Lessee's trustee, and this Lease, upon the election of Lessor, shall terminate, Lessor's right to be compensated for damages under the Bankruptcy Code, shall survive, whether or not this Lease shall be terminated. 19, Condemnation. In the event the Leased Premises are taken or condemned by arty public or quasi-judicial authority exercising the right of eminent domain, this Lease shall terminate as of the date the condemning authority tabes possession of the Leased Premises with the same force and effect as though such date were the date fixed herein for expiration of the Term and the entire amount of any award for such taking shall belong to Lessor, except for moving, business interruption and other amounts attributable to Lessee's business, if any, awarded to Lessee. Upon such termination, the parties shall be immediately relieved of all obligations under this Lease. 20. End of Term. 20.1 Surrender. Lessee shall, at the termination or expiration of this Lease, surrender the keys to the Leased Premises to Lessor. Lessee shall surrender the Leased Premises at the f 543 expiration or sooner termination of the Lease Term vacant, free of all occupancies and tenancies, free of all Lessee's personal property and equipment, broom clean, and in the same condition as when Lessee took possession, reasonable wear and tear excepted, Lessee's alterations, improvements, and furnishings and fixtures shall remain to the extent required by the Lease. Upon the expiration of this Lease, or if Lessor reenters or re -takes possession of the Leased Premises prior to normal expiration of this Lease, Lessor shall have the right, but not the obligation, to remove from the Leased Premises all personal property located therein belonging to Lessee, and either party may place the property in storage at the expense and risk of Lessee. 20,2 Holding Over. Any holding over at the expiration or sooner termination of this Lease with the consent of Lessor shall be at Lessor's option be on a month-to-month basis at double the monthly Base Rent and Percentage Rent prior to the expiration or sooner termination hereof; which tenancy may thereafter be terminated as provided by the laws of Florida. During any holdover without Lessor's consent, Lessee shall pay as fair rental value damages double the rate of rental on a monthly basis as was in effect immediately prior to the termination of this Lease, plus any other damages, consequential or otherwise, suffered by Lessor and arising from or out of, or in connection with, such holdover, and shall be bound by all the terms and conditions of this Lease. Lessee shall defend, indemnify, and hold harmless Lessor from any damages, losses, costs and expenses (including reasonable attorneys' fees) resulting from such holdover. 21, Successors and Assigns. The covenants and agreements of this Lease shall be, binding on and inure to the benefit of the successors, assigns, and transferees of Lessor and the permitted successors, assigns, and transferees of Lessee. 22. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, "Notices") required or permitted to be given hereunder or which are given with respect to this Lease shall be effective only if in writing and delivered by personal service, or delivered to an overnight courier service with guaranteed next day delivery or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as hereinafter provided. Any Notice to any of the parties hereto shall be provided to: If to Lessor: City Manager and City Attorney City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 If to Lessee: FLY MB TO THE MOON, LLC a/k/a Passion restaurant Group Carlos Galan, President/CEO 1000 South Miami Avenue Miami, FL 33130 With a copy to: Seth Z. Joseph Seth Z. Joseph, P.A. 255 Alhambra Circle, Saute 1250 Coral Gables, FL 33134 544 Any party may change its address for Notices by Notice to the other party. The aforesaid -attorneys for the parties hereto are hereby respectively authorized to give any Notice permitted under this Lease, Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing. Rejection or other refusal to accept or the inability to deliver any Notice because of a changed address of which no Notice was given shall be deemed to be receipt of the Notice sent. Any Notices required under Section 83,20, Florida Statutes, shall be deemed to have been fully given, made, sent, and received if sent in compliance with this section. 23. Radon Gas. Lessee is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit, The foregoing disclosure is provided to comply with state law and is for informational purposes only and does not create any representation, warranty, liability or obligation of Lessor. 24, Estorfnel Certificates, From time to time, Lessee, withua five (5) days' after written request therefor from Lessor, shall execute and deliver to Lessor an estoppel certificate in a form generally consistent with the requirements of institutional lenders or as otherwise required by Lessor or certified to Lessor, and any lender, purchaser, or prospective purchaser of the interest of Lessor. In addition, if requested, Lessee shall provide any financial 'information concerning Lessee and Lessee's business operations that may be reasonably requested by Lessor, or any lender, purchaser, or prospective purchaser of the interest of. Lessor. Any such statement, delivered pursuant to this Lease may be relied upon by Lessor, and any owner, prospective purchaser, lender, or prospective lender. 25, Subordination. This Lease and all of Lessee's rights hereunder are subject and subordinate to the Lease and all ground or underlying leases, and mortgages which may now or hereafter affect the Leased Premises or the real property on which the same is situated or any interest therein, to all renewals, modifications, consolidations, replacements and extensions thereof, and to all rights, interests, and title of any lender, mortgagee, fee title holder, or ground lessor secured thereby, The foregoing provisions shall be self-operative and no further instrument of subordination shall be required to give effect to the same. Within five days after written request therefor from Lessor, Lessee shall execute and deliver to Lessor or to such other party as Lessor may direct, a subordination agreement confirming such subordination and containing such other provisions as are generally consistent with the requirements of institutional lenders or as otherwise required by Lessor, 26. Brokers. Lessor and Lessee each represents that it has not dealt with any brokers in connection with this Lease. Each party agrees with the other to indemnify and bold the other harmless from and against any and all loss, liability, damage, cost, and expense (including court costs and reasonable attorneys' fees) which the other may incur or sustain in connection with any 545 claim or action arising out of any fact or occurrence that would constitute a breach by such indemnifying party of any representation, warranty or agreement contained in this Section. 27, Impossibility of Performance. For purposes of this Lease, the term "Unavoidable Delay" shall mean any delays due to strikes, lockouts, civil commotion, warlike operations, invasion, rebellion, hostilities, military or usurped power, sabotage, government regulations or controls, inability to obtain any material, utility, or service because of governmental restrictions, hurricanes, floods, or other natural disasters, acts of God, or any other cause beyond the direct control of the party delayed (not including the insolvency or financial condition of that party or the increased cost of obtaining labor and materials). Notwithstanding anything in this Lease to the contrary, if Lessee or Lessor shall be delayed in the performance of any act required under this Lease by reason of any Unavoidable Delay, then provided notice of the Unavoidable Delay is given to the other party within ten (10) days after its occurrence, performance of the act shall be excused for the period of the delay and the period for the performance of the act shall be extended for a reasonable period, in no event to exceed a period equivalent to the period of the delay; provided that, if the Lease does not excuse Lessor from the performance of any obligation of Lessor under the Lease for an Unavoidable Delay described above, then Lessee shall correspondingly not be excused under this Section or this Lease with respect to the same Unavoidable Delay for which Lessor is not excused under the Lease. 28. Si na e. Lessee shall not erect any sign on or about the Property or visible from the exterior of the Leased Premises without the Lessor's prior written approval, subject to the further requirements of the Lease. 29, Attorney's Fees. In any suit, action, or other proceeding, including arbitration or bankruptcy, arising out of or in any manner relating to this Lease or the Leased Premises, including (a) the enforcement or interpretation of either party's rights or obligations under this Lease whether in contract, tort, or both, or (b) the declaration of any rights or obligations under this Lease the prevailing party, as determined by the court or arbitrator, shall be entitled to recover from the losing party its reasonable attorneys' fees and disbursements (including disbursements that would not otherwise be taxable as costs in the proceeding). In addition, if Lessor becomes a party to any suit or proceeding that is caused by Lessee's actions, inactions, or negligence that affects the Leased Promises or involving this Lease or Lessee's interest under this Lease, other than a suit between Lessor and Lessee, or if Lessor engages counsel to collect any of the amounts owed under this Lease, or to enfoxce performance of any of the agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then the costs, expenses, and reasonable attorneys' fees and disbursements incurred by Lessor shall be paid to Lessor by Lessee. All references in this Lease to attorneys' fees shall be deemed to include all legal assistants', paralegals', and law clerics' fees and shall include all fees incurred through all post judgment and appellate levels and in connection with collection, arbitration, and bankruptcy proceedings. 30. Miscellaneous. 30.1 Severability. In the event any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such 546 invalidity, illegality or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Furthermore, in the event that the application of any provision of this Lease to any person or circumstance shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part, or in any respect or to any extent, then, and in any event, such invalidity, illegality or unenforceability shall not be deemed to affect the application of such provision to the extent that such application is legal, valid and enforceable nor the application of such provision to any persona or entity or circumstance against whom or which such application is legal, valid and enforceable. 30.2 Entire A eement. This Lease contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral, all of which are merged into this Lease. 30.3 Survival. All of the provisions of this Lease which could require enforcement or application after the expiration or any earlier termination of this Lease (including, without limitation, all indemnities contained in this Lease) shall survive the expiration or any earlier termination of this Lease. 30.4 Time of the Essence. Time is of the essence for each of the parties to perform its obligations under this Lease. 30.5 Interpretation. The captions used in this Lease are for convenience of reference only and shall not be construed to extend, limit or modify the scope or meaning of the respective paragraphs to which they relate. This Lease shall not be construed more strictly against one party than against the other merely by virtue of the fact that this Lease may have been physically prepared by one of the parties, or such party's counsel, it being agreed that all parties and their respective counsel have mutually participated in the negotiation and preparation of this Lease. 30.6 No Recording. Neither this Lease nor any notice or memorandum hereof shall be recorded or otherwise filed, and any attempt by or on behalf of Lessee to do so shall constitute a default under this Lease and shall entitle Lessor to exercise any and all remedies provided for herein, at law and/or in equity. 30.7 County parts. This Lease may be executed hi one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in malting proof of this Lease to produce or account for more than one such counterpart, executed by all of the parties hereto. 30.8 Modifications-, Waivers,• Remedies Cumulative. No amendment, modification, waiver or discharge of this Lease, or any provision .hereof (including, without limitation, this sentence) shall be valid or effective unless in writing and signed by the party against whom enforcement of such amendment, modification, waiver or discharge is sought and then only to the extent set forth in such writing. No delay or omission of any party in exercising any right, power or remedy accruing under or pursuant to this Lease, at law, in equity, or otherwise, shall exhaust or impair any right, power or remedy of any party or shall be construed to waive any such right, power or remedy. Every right, power and remedy of the parties under this Lease may 547 be exercised from time to time and as often as may be deemed expedient by any party in its sole discretion. No right, power or remedy conferred upon or reserved to the parties is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given under this Lease or under any other instrument executed in connection herewith, or now or hereafter existing at law, in equity, or otherwise. No obligation of any party under this Lease shall be deemed waived by any course or pattern of conduct by any party. 30.9 Relationship. Nothing herein shall be deemed to create any partnership, joint venture, or principal -agent relationship between the parties, and neither party shall act toward third parties or the public in any manner which would indicate any such relationship other than Lessor -Lessee. 30.10 Governing Law. This Lease shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida, excluding its choice of law principles. Venue for any dispute shall be in Miami -Dade County, Florida. 30.11 Mediation. Lessor and Lessee agree that if a dispute develops between them arising from or in connection with this Lease, they will submit to non-binding mediation to address any controversy or claim arising out of, or relating to this Lease. Prior to the beginning of the mediation process, Lessor and Lessee may agree that if there is one or more disputed items that remain unresolved at the end of the mediation, the parties will proceed with binding mediation where the mediator will render a final and binding decision on those unresolved items. If agreed to, the Settlement Agreement shall be binding upon the parties and shall be enforceable in any court of competent jurisdiction. Both parties shall share the cost of the dispute resolution process equally. 30.12 Facsimile Execution. Facsimile copies (i.e., telecopies) of counterparts of this Lease, executed by all of the parties hereto, shall be considered for all purposes, including delivery, as originals. 31. JfuEy Trial Waiver, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR. PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS LEASE, WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING TO THIS LEASE; AND BOTH PARTIES AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. EACH OF THE PARTIES HERETO FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL, CANNOT OR HAS NOT BEEN WAIVED. FURTHER, EACH OF THE PARTIES HERETO HEREBY CERTIFIES THAT NO OTHER PARTY NOR ANY REPRESENTATIVES, AGENTS 548 OR ATTORNEYS OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE E'V'ENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL INDUCEMENT TO THE ACCEPTANCE OF THIS LEASE BY THE OTHER PARTIES HERE, TO. IN WITNESS WHEREOF, the parties have signed this Lease under seal as of the day and date first above written. ATTEST: APPROVED LESSOR.: CITY OF Municipa ro _ By: �- C, CITY CLERK GEO FORM AND CY: CITY TTO LESSEE: ISLES BEACH, FLORIDA, a ition of the State of Florida "BUD" SCHOLL, MAYOR FLY ME TO TIDE MOON, LLC a/k/a PASSION RESTAURANT GROUP By: I CARLOS GALAN, FRES ENT/CEO I 549 EXHIBIT `°A" DESCRIPTION OF PROPERTY 550 EXHIBIT "A" Parcel 1 Folio No. 31-2214-007-0030 Lot 2, 3, 4, less the Right of Way of the SECOND REVISED PLAT OF BELLA VISTA SUBDIVISION, according to the plat thereof, as recorded in Plat Book 50, Page 76, of the Public Records of Miami -Dade County, Florida, situated at 151 Sunny Isles Boulevard, Sunny Isles Beach, Florida 33160. Parcel 2 Folio No. 31-2214-007-0040 Lots 5, 6, and 6-A less the Right of Way of the SECOND REVISED PLAT OF BELLA VISTA SUBDIVISION, according to the Plat thereof, recorded in Plat Book 50, at Page 76 of the Public Records of Miami -Dade County, Florida, situated at 215 Sunny Isles Boulevard, Sunny Isles Beach, Florida 33160, Parcel 3 Folio No. 31-2214-007-0050 Lot 7 less the Right of way of the SECOND REVISED PLAT OF BELLA VISTA SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 50, at Page 76, of the Public Records of Miami -Dade County, Florida. Parcel 4 Folio No. 31.2214-007-0060 Lot 8 of the SECOND. REVISED PLAT OF BELLA VISTA, according to the Plat thereof, as recorded in Plat Book 50, at Page 76, of the Public Records of Miami -Dade County, Florida, situated at 287 Sunny Isles Boulevard, Sunny Isles Beach, Florida 33160. 551 EXHIBIT °B" LEASED PREMISES 552 R-1 - - _ _ WNW - Sad fit s[ .lel. IL. .. .. I • RE --- wo, Ir.- _ I� I N dM EXHIBIT "C" DESCRIPTION OF "FLY ME TO THL MOON RESTAURANT CONCEPT" The restaurant will feature a "Cheap & Chic" Theme; fine dining and affordable international cuisine where two can have a two course meal and a bottle of wine for less than $50.00. The restaurant space will be an open floor plan and the kitchen will have a picture window. An open bar counter will divide the restaurant from a gourmet food: market. The market space will be an open space floor plan with multiple gourmet food vendors representing the top kitchens of Miami and the world. The market will feature communal tables for patrons to enjoy the top cuisine and beverages the City has to offer in a relaxed and vibrant atmosphere. The diverse menu of restaurant and offerings of the market will appeal to a large audience. HOURS OF OPERATION: The "Fly Me to the Moon" restaurant and market serves lunch and dinner and will be open from 11:00 a.m. to 11:00 p.m, daily ("Hours of Operation"). The City Manager shall have authority to approve adjustments to the hours of operation. 9 554 suJF L p+ r�u City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners FROM: Stan Morris, City Manager DATE: April 17, 2025 RE: Award Invitation to Bid No. 25-01-01 and Approval of an Agreement with Waypoint Contracting, Inc. for Construction of the Government City Annex RECOMMENDATION: Staff recommends the approval of this Resolution. REASONS: On January 24, 2025, the city issued ITB # 25-01-01 titled City Annex Building Construction Renovations. The solicitation was uploaded on DemandStar.com, and distributed to over 1,000 contractors, in which 69 became Planholders. Planholders are for bidders subscribed to the solicitation to receive all the notifications. On Tuesday, February 4, 2025, the city held a mandatory pre-bid meeting that included a site -visit with the project managers and BEA Architects, 15 interested bidders attended the mandatory meeting. On March 5, 2025, the City received nine (9) electronic bid submissions: Upon review of each bid, the recommendation is to award and enter into agreement with Waypoint Contracting, Inc., as the lowest responsive and responsible bidder. The scope of the ITB is as follows: Item Number: 9.K 346 Scope of Work: The City of Sunny Isles Beach requested bids from qualified Contractors to renovate an existing City building to become the new offices of the City Building Department along with a commercial space to lease as a new cafe/restaurant. The building area is approximately 9100 sf. The majority of the interior has been demolished, and a demolition permit is in place for the awarded contractor to complete. The project location is 18050 Collins Avenue, Sunny Isles Beach, FL 33160. BEA Architects, Inc. are the City's Consulting Architects ("Architect") and shall serve as agent for the City in all matters pertaining to the work on this Project. This Bid contained Minimum Qualification Requirements (MQRs) which the Bidder must meet in order for the Bidder to be considered responsive. The "MQRs" were as follows: a. The Proposing Bidder shall hold the proper license in the State of Florida to perform the Scope of Work set forth within this solicitation to include being registered as a Certified General Contractor with the State of Florida along with registration to conduct business in the State of Florida in all required disciplines. Proposing Bidder must provide a copy of the applicable license(s) with bid responses. b. The Proposing Bidder must have been awarded Prime Contractor and successfully performed three (3) projects of similar or greater size, scope, and complexity to the specifications of the ITB within the last five (5) years. c. The Proposing Bidder shall provide reference letters for no less than three (3) projects in which Contractor served as Prime Contractor for projects similar in size and scope. Please note that the references must be for the same projects in response to MQR "b" above. d. Provide documentation of Proposing Bidder's total and single project bonding capacity and the name and current financial rating (A.M. Best) of the surety company utilized by your Firm. Provide documentation of your firm's total and single project bonding capacity and the name and current financial rating (A.M. Best) of the surety company utilized by your firm. Proposing Bidders shall have a single project bonding capability of at least Three Million Dollars ($3,000,000.00) with a surety company with an A.M. Best rating of AA or better. e. The Proposing Bidder shall provide a bid bond in the amount of 5% of the total amount of the bid will be required with your bid. The contract award is for a substantial completion within 210 Calendar days & final completion within 240 calendar days. Addendum # 4 allowed the city to amend the term. ADDITIONAL INFORMATION: This item was originally presented to the City Commission for approval at the March 20, 2025 Commission meeting. As new information presented during the discussion that had not been considered nor confirmed, the item was deferred. Due to a contractual deadline to deliver the shell to the Cafe operator, a special meeting was held on Thursday, April 3, 2025. Although a motion and a second were offered to approve the resolution, the vote resulted in a tie, 2-2 (because of an illness, one elected official was absent). Since the vote resulted in a tie, the motion to approve did not pass nor fail. The status quo was maintained. Therefore, this item is presented again with the additional information Item Number: 9.K 347 that was provided for the special meeting. Copies of the complete contract file, including all exhibits, attachments, and references are on file with the Office of the City Clerk and are available upon request. FUNDING SOURCE: Funds have been partially appropriated in account 140-4-5150-463000-00000 and additional funds of $1.9M are pending Commission approval via budget amendment BA2425-03. ATTACHMENTS: Resolution Agreement Additional Information Item Number: 9.K 348 PSC ~ CITY OF SUNNY ISLES BEACH CONTRACT CHANGE ORDER (CO) FORM PROJECT NAME: CITY ANNEX CHANGE ORDER NUMBER: 1 DATE OF CO REQUEST: 6-24-25 CONTRACTOR NAME: WAYPOINT CONTRACTING INC. RESOLUTION NUMBER (MOST CURRENT): 2025-3823 CONTRACT FINANCIAL SUMMARV ORIGINAL DOLLAR CONTRACT AMOUNT: $3,720,365.00 NET TOTAL DOLLAR VALUE OF ALL PREVIOUS CHANGE ORDERS: $0.00 CONTRACT AMOUNT PRIOR TO THIS CHANGE ORDER: $3,720,365.00 DOLLAR AMOUNT OF THIS CHANGE ORDER: $14,3S8.96 NEW DOLLAR CONTRACT AMOUNT: $3,734,723.96 CONTRACTTIMF SUMMARV ORIGINAL CONTRACT COMPLETION DATE: TBD NOTICE TO PROCEED (NTP) ISSUED DATE: 5-19-2025 Partial TOTAL OF PREVIOUS CHANGE ORDER DAYS: 0 NUMBER OF DAYS PER THIS CHANGE ORDER: 1 0 NEW CONTRACT COMPLETION DATE: I TBD DESCRIPTION OF SCOPE OF WORK CHANGES: (ATTACH ANY SUPPORTING DOCUMENTS) Provide labor and materials as needed to remove foundations and concrete slab in the dumpster area of the project. The plans showed an 8" slab and minimal foundation sizes for this area, contractor encountered 24" thick slab, oversized footers and oversized bollard foundations. This change order is for the additional work to remove and backfill those areas This Change Order amount falls within the limits of the approved City Commission Resolution, NOTE: Unless specifically stated clearly elsewhere on this page, this change order does NOT include an extension of time or grant any additional general condition amounts. The City and the Contractor agree that the contract time adjustment and sum agreed to in this document constitute a full and complete settlement of the matters set forth herein, including all direct and indirect costs for equipment, manpower, materials, overhead, profit and delay relating to the issues set forth in this dnrumPnt ROLE NAME & TITLE OF AUTHORIZED SIGNER APPROVEPJIGNATURE CONTRACTOR: WAYgPOINT CONTACTING, IN9 — -. CITY PROJECT MANAGER: Rick Labinsky, P.E. nom. City Engineer CITY ATTORNEY: Alain* Boileau, Esq. Nabors, Giblin & Nickerson, P.A. CITY MANAGER: Stan Morris City Manager PROCUREMENT DIRECTOR: Genesis Cuevas Procurement Director v � G WAYPOINT -Concreccing,lnc. 06/19/2025 Genesis Cuevas City of Sunny Isles Waypoint Contracting, Inc. PROPOSAL CHANGE TITLE Powered by RedTeam Re: 02 for Conceal and Additional Demolition Project: Sunny Isles Beach City Annex Building Construction Renovations 118050 Collins Ave Sunny Isles Beach Provide skill labor material and equipment as needed to remove concrete Foundations and Concrete Slab not shown bid Construction set of drawings and considered a conceal condition, inclusive hauling off and final disposal, Removal consist in the following: 1. Remove Concrete 24" Slab at Dumpster pad and Sidewalks that was shown in drawings as 8". 2. Removal of Oversized Bollard Foundations. Please refer to attached Change Orders with Pictures for Back Up. Price: $ 14,358.96 Fourteen Thousand Three Hundred Fifty Eight Dollars and Ninety Six Cents Time: The duration of the Work to achieve Substantial Completion will be UNCHANGED. Please contact me at 7866081406 or via e-mail yguatame@waypointci.com if you have any questions or require additional information. Regards, Waypoint Contracting, Inc. Yesid Guatame G Waypoint Contracting, Inc. WAYPOINT Powered by RedTeam 25014 - Conceal and Additional Demolition Manager: Yesid Guatame Potential Change 02 COST ESTIMATE Summary by Cast Code As of 6119/2025 Phase Cost Code Description quantity Ulm Labor ($) Material ($) Subcontract Equipment ($) Other ($) Total ($) No Phase 01301 Project 4.00 Hours 377.48 0.00 0.00 0.00 0.00 377.48 Manager Project Manager 4.00 Hours Labor 94.37 = 377.48 Project Manager No Phase 01307 Superintendent 8.00 - Lump Sum 658.40 0.00 0.00 0.00 0.00 658.40 Supennieodam 8.00 Hours Labor 82.30 = 658.40 Quality Control Manager No Phase 02400 Select 1.00 Lump Sum 0.00 0.00 8,100.00 0.00 0.00 8,100.00 Demolition Select 1.00 Lump Sum Subcontract 8,100.00 8,100.00 Demolition Select Demolition No Phase 31000 Earthwork 1.00 Lump Sum 0.00 0.00 3,500.00 0.00 0.00 3,500.00 Infill Material 1.00 Lump Sum Subcontract 3,500.00 = 3,500.00 After Removal of Poundations Earthwork SUBTOTAL 1,035.88 0.00 11,600.00 0.00 0.00 12,635.88 DIRECT COSTS Indirect Costs 0.00 0.00 0.00 0.00 0.00 Indirect Cost 0.00% 0.00% 0.00% 0,00% 0.00 Allocation Rates i'A=...T GEN Next Gen Construction & Demolition 20000 NW 83rd Ct Hialeah, FL 33015, US (786) 202-5693 Prepared By: Bryan Vega (786) 202-5693 bryan@nextgenmiami.net F'reiect Sunny Isles annex Additional Items Scope of Work Quote: 1581 / Date: 6/19/2025 Customer Waypoint Contracting Lim Blanc 786-608-1406 (blanc@waypointci.com Proposals includes dumpersters or debris removal with trailers. If you would like for it to be removed, please specify. Interior Demolitions include removal of MEP ( Ducts, Wires & Pipes ONLY ). AHU Units are seperate items. Default Group Q antity 20"-24" Concrete slab removal & disposal 970 sq ft Description: Removal & Disposal of concrete slab Reinforced top & Bottom #5 Rebar 12" OC Both Ways. Bollard Foundation 45 ft Description. Removal & Disposal of complete Bollard Foundation. 5-6 Ft. Notes Disclaimer: This proposal is based on the information provided at the time of pricing and does not constitute a final or binding agreement. All quantities, pricing, and scope items are subject to verification. Final pricing and scope confirmation are contingent upon a physical site walkthrough conducted by a representative of Next Gen Construction & Demolition. Any discrepancies identified during the walkthrough may result in revisions to this proposal. : �� %. « \� �= .�z �Z:� \�« \�� � � � � _ ��: \��} � y ;� � \< " . , S �\� \ : t� 2- � :� � � /' � a©� - »£�:\ ��. a' � + »� = z� <