Loading...
HomeMy WebLinkAboutReso 2017-2715 RESOLUTION NO. 2017- 2-1 IS A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN INTERLOCAL AGREEMENT OR MEMORANDUM OF UNDERSTANDING WITH MIAMI- DADE COUNTY FOR THE PROCUREMENT AND INSTALLATION OF A REGIONAL HYBRID SKATE PARK AND PUMPTRACK AT HAULOVER PARK, PROVIDED SAID AGREEMENT IS FIRST REVIEWED BY THE CITY ATTORNEY AS TO FORM AND LEGAL SUFFICIENCY; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, providing outdoor recreation activities for youth is a major priority of the City Commission; and WHEREAS, on June 12, 2016 the City permanently closed the skate park previously located at Town Center Park and began looking for an alternative location; and WHEREAS, several nearby local governments including the Village of Bal Harbour, the Town of Bay Harbor Islands, the Town of Surfside, the City of Miami Beach, and Miami-Dade County are embarking on an initiative to formulate a regional hybrid skate park and pumptrack at Haulover Park in Miami-Dade County; and WHEREAS, due to the geographic space limitation of the City, a regional hybrid park and pumptrack at Haulover Park is a logical proposal as it also creates a sense of community and mobility between the coastal communities in the region; and WHEREAS, the City Commission wishes to grant the City Manager the authority to enter into an Interlocal Agreement or Memorandum of Understanding for the procurement and installation of a regional hybrid skate park and pumptrack at Haulover Park in Miami-Dade County. 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 recitals are true and correct and are incorporated herein by reference as if they are fully set forth herein. Section 2. Authority to the City Manager. The City Commission hereby grants the City Manager with the authority to enter into an Interlocal Agreement or Memorandum of Undertsanding for the procurement and installation of a regional hybrid skate park and pumptrack at Haulover Park in Miami-Dade County, provided that said agreement is first review by the City Attorney as to form and legal sufficiency. 2017-Interlocal Agmt w MDC for Skate Park at Haulover Page 1 of 2 Section 3. Authority of the City Manager and City Attorney. The City Manager and City Attorney are hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution shall become effective .pon .,doption. PASSED AND ADOPTED this 20th day of J ly, 20 . George Scholl, Mayor ATTE`T: 0 '— li . n 1 N Maurici o Betancur,:,Acting City Clerk tI. t ;, °�6�APPRO ED ITO FORM /AND LE, ASUFEICIENCY: 4' / j„.t_ _ . .14'i Iliti 1 . 'a s 0 inot, City Attorney Moved by: CMUNI. 1 A-rm. Seconded by: Vtz Ito k(Oe- 615aVvl Vote: Mayor Scholl ✓ (Yes) (No) Vice Mayor Goldman V (Yes) (No) Commissioner Aelion- pit- (Yes) (No) Commissioner Gatto (Yes) (No) Commissioner Svechin /(Yes) (No) 2017-Interlocal Agmt w MDC for Skate Park at Haulover Page 2 of 2 • `'°14 NY+5`6'4 City of Sunny Isles Beach F; 18070 Collins Avenue Sunny Isles Beach, Florida 33160 iP 9) 1.60,%<:1 5P.� (305)947-0606 City Hall eqr or svK ''`� (305)949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Christopher J. Russo, City Manager DATE: 7/20/2017 Approving an Agreement with American Ramp Company RE: to Design/Build a Regional Hybrid Skate Park at Haulover Park RECOMMENDATION: This resolution is presented for your consideration. REASONS: The City, in partnership with the neighboring communities of Bal Harbour, Bay Harbor Islands, Miami Beach and Surfside, desires to build a hybrid skate park at Haulover Park for the benefit of our collective residents and visitors. This project fulfills a goal set by the City Commission to relocate the small City skate park, formerly at Town Center Park, to the larger county owned Haulover Park. American Ramp Company(ARC) has been awarded the National Joint Powers Alliance (NJ PA) contract which authorizes the City to procure with them for this project. ARC has .the experience and expertise to design and build an innovative hybrid skate park that would include a pump track and plaza type skate park. This resolution seeks the authority for the City Manager to enter into an agreement with American Ramp Company to Design Build a Hybrid Skate Park at Haulover Park that will meet the needs of the partnering communities. ADDITIONAL INFORMATION: 147 The above mentioned partner municipalities shall each contribute $50,000 towards the execution of this project for a total contribution of $200,000. The City will fund the balance out of the Capital Improvement Program fund that was approved in Fiscal Year 2015- 2016 up to $150,000. The estimated agreement for this Design Build portion is not to exceed $276,733.13. FUNDING SOURCE: Funding for this agreement is partially funded by donations from partnering municipalities in the total amount of $200,000. The balance to be paid by the City is budgeted for and available in the Capital Improvement Program budget number 300-6-5720-465000-75002. ATTACHMENTS: Description Resolution Agreement Item Number: 10.F. • • 4110 148 INTERLOCAL AGREEMENT FOR 958—�8 HAULOVER PARK This Interlocal Agreement ("AGREEMENT") is entered into by and between Miami -Dade County ("COUNTY"), a political subdivision of the State of Florida, and the City of Sumry Isles Beach, Florida ("CITY"), a Florida municipal corporation, on the 114 day of j4ja jA I'L 2018 pursuant to Resolution k9- passed and adopted by the Miami -Dade Board of Counly Commissioners on the 0?4w day of (9GfD e e , 2018, and pursuant to Resolution No. 2017 -2715 attached herein as Exhibit 3, passed and adopted by the CITY on the 201i day of June, 2017, for the donation of a multi -use skate park at Haulover Park ("SKATE PARK"), see Exhibit "1". WITNESSETH: WHEREAS, the COUNTY, through its Parks, Recreation, and Open Spaces Department ("PROS"), operates and maintains Haulover Park ("PARK") as a countywide park to provide recreational facilities, programs, and services to COUNTY residents; and WHEREAS, the COUNTY, in the interest of increasing public access to certain parts of Haulover Park, desires to allow the CITY to make improvements to a certain portion of the park as noted on Exhibits 1 and 2 in a marmer that does not adversely impact recreational program accessibility and as directed and approved by PROS; and WHEREAS, the CITY, pursuant to Resolution No. 2017-2716 appropriated $276,733.13 for the development of the SKATE PARK and competitively awarded a contract between the CITY and American Ramp Company (the "Contractor") for the development of the SKATE PARK, which contract is attached as Exhibit 4; and WHEREAS, it is in the best interest of the COUNTY to accept the donation from the CITY of the SKATE PARK; and WHEREAS, Section 163.01, Florida Statutes, the `Florida Interlocal Cooperation Act of 1969," authorizes local government units to enter into Interlocal agreements for the mutual benefit of said governmental units; and WHEREAS, Sections 166.021 and 125.01, Florida Statutes, authorize the COUNTY and the CITY to exercise any power for municipal purposes, except when expressly prohibited by law; and NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the parties agree as follows: Recitals, Findings and Purpose. The recitals and findings set forth above are hereby adopted by reference and incorporated herein in the following Articles as if fully set forth in this section. The purpose of this AGREEMENT is to memorialize the agreement between the parties regarding the donation of the SKATE PARK as defined and depicted in Exhibit "1" which is incorporated herein by Page 1 of reference. This AGREEMENT is not intended to and does not serve to create an interest in land in Haulover Park in favor of the CITY and merely a grant of access to allow the CITY to improve Haulover Park in accordance with the terms set forth herein. The term of this AGREEMENT shall be for the duration of the construction of the SKATE PARK and, except for any covenants that specifically survive the expiration of this AGREEMENT. This AGREEMENT shall expire once the construction of the SKATE PARK is completed. The CITY shall have no further legal responsibility or liability upon completion of the Skate Park, with the sole exception of any express covenants herein that specifically survive expiration of this AGREEMENT. 2. Development of the SKATE PARK a. Condition of the Construction Site within PARK. The area to be developed by the CITY as the SKATE PARK is depicted in the diagram on Exhibit 1 and shall be referred to herein as the "Construction Site." The Construction Site shall be used by the CITY and its Contractor for staging and construction of the SKATE PARK in accordance with the terms and conditions of this AGREEMENT. The COUNTY makes no representations or warranties to the CITY as to the site or environmental conditions of the Construction Site nor of its suitability for development of the SKATE PARK. CITY acknowledges and accepts the Construction Site "as is" and understands and agrees that it shall be solely responsible for all site conditions encountered at the Construction Site during development of the SKATE PARK and shall be responsible for addressing same during construction. b. The CITY will, at its sole cost and expense, including any cost overruns, design, permit and build all the SKATE PARK improvements on the Construction Site to the standards, latest applicable building codes and regulations, and in accordance with the County approved Final Plans (as such term is defined below). C. The CITY agrees to complete the construction of the SKATE PARK within 180 days ("Date of Completion") after execution of this AGREEMENT. The Date of Completion shall extend automatically by the number of weeks that the construction of the SKATE PARK has been delayed by weather conditions. The CITY may request an extension of the Date of Completion if it experiences unforeseen delays in the work, by submitting a written request for extension to the COUNTY. The COUNTY shall not unreasonably withhold the request for a time extension by the CITY, provided that in no event shall the time to complete construction of the SKATE PARK extend beyond a maximum time period of 360 days after execution of this AGREEMENT. Construction of the SKATE PARK shall be deeme.�/to have been completed once all of the work upon the occurrence of all of the following: (i) Contractor has signed and delivered to the City a certificate of final completion in accordance with the Final Plans at such time the City shall provide the County a copy of such certificate; (ii) punch list items for the SKATE PARK have been completed; and (iii) CITY has achieved Final Completion of the work in accordance with the requirements of Section 5 of this AGREEMENT. d. The CITY shall have no further legal responsibility or liability with regards to designing and/or developing the SKATE PARK once Final Completion of the SKATE PARK, as defined in the AGREEMENT between the CITY and Contractor is completed. Page 2 of5e6 7 3. Maintenance and Operation of the SKATE PARK: a. The COUNTY shall maintain and operate the SKATE PARK as a public park consistent with its maintenance and operation of other COUNTY parks, including that the SKATE PARK shall be operated and maintained for the use, enjoyment and recreation of all members of the public and there shall be no preference or discrimination on the use of the SKATE PARK based on a person's residence within Miami -Dade County. b. The COUNTY may, consistent with its operations of other COUNTY parks and facilities and its approved policies and fee schedules, allow the exclusive reservation and use of the SKATE PARK for limited durations for certain events. Nothing contained in this AGREEMENT shall be deemed to limit the COUNTY's ability to operate, manage and maintain the SKATE PARK in accordance with COUNTY policies and consistent with other COUNTY parks and in the manner that the COUNTY deems to be in the best interest of the residents of Miami -Dade County. The COUNY shall provide the CITY the hours of operation for the SKATE PARK. If the hours of operations are revised, the COUNTY shall obtain the consent of the CITY. The CITY shall not unreasonably withhold its consent. Closing the SKATE PARK by the COUNTY for any period more than a week shall require the consent of the CITY. c. This Section 3 shall survive the expiration of this AGREEMENT. d. The CITY shall have no legal responsibility or liability with regards to maintaining and/or operating the SKATE PARK once Final Completion of the SKATE PARK, as defined in the AGREEMENT between the CITY and Contractor, is completed. 4. Construction of Improvements a. Prior to the commencement of any improvements by the CITY or the purchase of any materials or supplies for the SKATE PARK, the CITY shall cause its Contractor to furnish the COUNTY with a payment and performance bond issued in accordance with Section 255.05, Florida Statutes, in substantially the form attached hereto as Exhibit "5 ". The bond shall be that of a responsible surety company qualified under the terms of the AGREEMENT, licensed to do business in Florida, in amounts not less than the total cost of the work, as determined by the COUNTY and shall remain in effect until the entire cost of the CITY Contractor's work shall have been paid in full. The payment and performance bond shall name the CITY and the COUNTY as dual obliges and beneficiaries thereof. The bonds shall provide the following, without limitation; 1) That a payment bond in an amount not less than the cost of construction of CITY Contractor's work is obtained that is conditioned to secure the completion of CITY's work free from all liens and claims of contractors, subcontractors, mechanics, laborers and material; and 2) That a performance bond in an amount not less than the cost of construction of CITY Contractor's work is obtained that insures that the construction work shall be completed by the CITY, its Contractor, on their default, the surety. b. All construction work must meet or exceed requirements of applicable building codes in effect. During construction, the CITY shall retain all responsibility for securing the Construction Site. The CITY shall be solely responsible for payment of all project cost and any cost overruns. The CITY Page 3 ofpi63 shall be solely responsible for overseeing the construction project from permitting through final completion. c. The CITY agrees to perform the construction work as provided herein, in compliance with all applicable local, State, and Federal laws, including but not limited to Section 255.20 of the Florida Statutes. d. Before acceptance of the project, the CITY shall cause and require its Contractor to develop and install signage that is consistent with Skatepark/Pumptruck safety rules and usage. Prior to fabrication and installation, a draft of the verbiage shall be submitted to the COUNTY for its final approval. e. The COUNTY shall be named as an express third party beneficiary of the contract between CITY and its Contractor prior to commencement of any work and the CITY shall provide a copy of the construction contract with the Contractor to the County within ten (10) days of this AGREEMENT and prior to the commencement of construction. f The CITY shall have no further legal responsibility or liability with regards to constructing any Improvements on the SKATE PARK once Final Completion of the SKATE PARK, as defined in the AGREEMENT between the CITY and Contractor, is completed. 5. Project Design a. Testing: CITY shall coordinate with COUNTY personnel any necessary access to the site for testing purposes and obtain authorization prior to conducting such tests. All areas disturbed by any tests shall be restored and/or stabilized to COUNTY's satisfaction. b. 15% Plans. When 15% of the overall design of the SKATE PARK has been completed (i.e., Concept Plans and including site layouts), CITY shall submit two copies of'such Preliminary Plans to PROS for review, to insure conformity with Proposed Concept Plans shown in Exhibit I and the Haulover Park approved general plan hereby included in Exhibit 1B. The Preliminary Plans must be prepared by an architect or engineer licensed to practice in the State of Florida. If the COUNTY has any comments and/or proposed modifications to the Preliminary Plans, the COUNTY shall provide comments and/or proposed modifications in writing to the CITY within fifteen days (15) calendar days from the date of submittal of the Preliminary Plans. CITY shall incorporate said comments into a set of revised Preliminary Plans to be reviewed and approved by the County. c. 50% Plans and Specifications. The 50% Plans and Specifications shall be based on the approved Preliminary Plans and shall show without limitation any/all work to be performed in the field, including site plans; architectural, structural, grading, and drainage plans, signage and all other disciplines engaged in the development of the construction documents of the SKATE PARK. CITY shall provide PROS sufficient information to enable PROS to make an informed judgment about the design and quality of construction. Within fifteen (15) calendar days after PROS receives the 50% Plans and Specifications, PROS shall either approve them or deliver to CITY specific corrective comments. CITY shall resolve all comments and requests for modifications by PROS to the 50% Plans and Specifications and obtain written approval from PROS prior to proceeding with the development of the Final Plans. Page 4 ofml 6'3 d. Final Plans. CITY shall prepare and deliver to PROS a complete set of the final plans and specifications which shall show without limitation any/all work to be performed in the field, including site plans; architectural, structural, grading and drainage plans, signage and all other disciplines engaged in the development of the construction documents and completed technical specifications; all sufficient to enable PROS to make an informed judgment about the design and quality of construction and with sufficient detail so as to allow for the issuance of a building Permit (hereinafter referred to as "Final Plans"). The Final Plans shall be based upon, and consistent with, the approved 50% Plans and Specifications. PROS shall, within fifteen days (15) calendar days upon receipt of the Final Plans, either approve them or deliver to CITY specific corrective comments. CITY shall resolve all comments and requests for modifications by PROS to the Final Plans and obtain written approval from PROS prior to submitting the Final Plans to the regulatory agencies for permitting. After the COUNTY has approved the Final Plans, the COUNTY shall not make any revisions to the Plans. e. Mobilization. It shall be the CITY's responsibility to ensure that all required regulatory or proprietary permits are obtained by its Contractor(s) prior to commencement of work Once regulatory agencies have granted all necessary approvals and a permit(s) has/have been issued to the Contractor, CITY shall provide COUNTY with copies of each issued permit. A Pre -Construction Meeting will then be scheduled for the CITY's Contractor to coordinate with COUNTY's personnel managing the park in respect to access, staging area, hours of operation, etc. After the Pre - Construction Meeting, an authorization to occupy the site will be issued by the COUNTY to the CITY thus allowing the Contractor's mobilization for the construction phase. After the CITY approves the construction baseline schedule submitted by the Contractor, a copy shall be provided to the COUNTY for informational purposes. f. Construction Phase: a) The CITY shall provide the COUNTY with copies of all approved submittals. b) CITY's Contractor shall carefully plan and coordinate his/her activities to minimize any adverse impact or disruptions to the COUNTY's operations and the patron's ability to safely access and use the facility and/or secondary amenities/facilities (such as restrooms; water fountains; vending machines; etc.) c) CITY's Contractor shall implement and maintain specific steps/means to allow for such uses and to prevent any hazards to patrons throughout the construction period. CITY's Contractor limits of work should be properly fenced, and control over the points of access (such as gates, etc.) should be maintained by CITY's Contractor at all times and always secured at the end of each work period. d) CITY's Contractor shall provide means for maintaining free, safe, and uninterrupted access to the existing facility where work will be taking place and surrounding spaces must be safely maintained at all time. e) CITY's Contractor shall confine all permanent storage of materials and/or equipment to the assigned construction area(s). Page 5 of,mr C3 g. Project Closeout. At the time of substantial completion, CITY shall advise PROS to participate in the substantial completion walk thin in order to jointly complete the punch list items. Before Final Completion can be achieved, all work must be completed and accepted by both the CITY and the COUNTY and the following documents must be attached to the Document Closeout: I . Completed Punch List(s) 2. Electronic copy in pdf format of final approved Operation and Maintenance (O&M) Manuals. 3. As -Built drawings converted to accurate Record Drawings. 4. Written certification signed by the Owner of delivery. 5. Delivery of all warranties required by the Contract Documents 6. All approved building permits and other code certifications. 7. Final and Unconditional Releases of Lien (or a Final Consent of Surety) from City's Contractor. 8. Final and Unconditional Releases of Lien from any vendors, subcontractors, mechanics, laborers, material suppliers, etc. that filed a Notice to Owner for the project. h. The CITY shall coordinate with their Contractor to ensure that any requests for warranty work produced by the COUNTY are timely addressed pursuant to the warranty period established in the CITY's contract. i. The CITY shall have no further legal responsibility or liability with regards to Project Design of the SKATE PARK once Final Completion of the SKATE PARK, as defined in the AGREEMENT between the CITY and Contractor, is completed. 6. Indemnification CITY shall indemnify and hold harmless the COUNTY and its officers, employees, agents and instrumentalities fiom any and all liability, losses or damages, including attorney's fees and costs of defense, which COUNTY may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the negligent performance or breach of any terms and conditions of this AGREEMENT by CITY. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Statutes, subject to the provisions of the Statute whereby CITY shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment or portions thereof, which when totaled with all other claims or judgments paid by the Provider arising out of the same incident or occurrence, exceed the sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of CITY. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the COUNTY for the COUNTY's own negligence or breach of its obligations under this AGREEMENT. It is further understood and agreed that the CITY's indemnity obligations do not extend beyond the date of Final Completion of the SKATE PARK, as defined in the AGREEMENT between the CITY and American Ramp Company ("Contractor") to design and build the SKATE PARK. The CITY shall require its Contractor to indemnify and hold harmless the COUNTY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, which COUNTY may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the work undertaken by the Contractor at the PARK. Page 6 01X 63 COUNTY shall indemnify and hold harmless the CITY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, which CITY may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the negligent performance or breach of any terms and conditions of this AGREEMENT by COUNTY. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Statutes, subject to the provisions of the Statute whereby COUNTY shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment or portions thereof, which when totaled with all other claims or judgments paid by the Provider arising out of the same incident or occurrence, exceed the sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of COUNTY. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the CITY for the CITY's own negligence or breach of its obligations under this Agreement. 7. Insurance CITY shall make sure all pertinent and proper insurances are carried by Contractor during the term of this Agreement up to and including the date of Final Completion of the SKATE PARK, as defined in the AGREEMENT between the CITY and the Contractor to design and build the SKATE PARK. Upon the date of Final Completion, the CITY shall have no further legal responsibility or liability with respect to providing insurance coverage. 8. Default and Cancellation a. If the CITY in any manner violates the covenants and conditions of this AGREEMENT for any other reason that would place the CITY in default, and does not correct the violation within thirty (30) days after receiving written notification from the COUNTY, or has not provided the COUNTY with a written response within thirty (30) days after receiving said written notification indicating the status of why the CITY cannot correct the violation within the thirty (30) days, then this AGREEMENT may, at the option of the COUNTY, and upon ten (10) days additional written notice to CITY, be cancelled forthwith without payment or compensation to CITY. b. If the COUNTY in any manner violates the covenants and conditions of this Agreement for any other reason that would place the COUNTY in default, and does not convect the violation within thirty (30) days after receiving written notification from the CITY, or has not provided the CITY with a written response within thirty (30) days after receiving said written notification indicating the status of why the COUNTY cannot correct the violation within the thirty (30) days, then this AGREEMENT may, at the option of the CITY, and upon ten (10) days additional written notice to COUNTY, be cancelled forthwith without payment or compensation to COUNTY. The Mayor, or his designee, shall be the party designated by the COUNTY, and the City Manager, or his designee, shall be the party designated by the CITY, to grant or deny all approvals required by this AGREEMENT, or to terminate this AGREEMENT. 9. Notices All notices or other communications which shall or may be given pursuant to this AGREEMENT shall be in writing and shall be delivered by personal service or by certified mail addressed to the parties at their respective addresses indicated below, or as the same may be changed, in writing, from time to time. Such Page 7 ofX 6-3 notice shall be deemed given on the day on which personally served, or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To the CITY: City Manager City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 With a copy to: City Attorney City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 To the COUNTY: Mayor, Miami -Dade County Stephen P. Clark Center 111 N.W. First Street, 29th Floor Miami, Florida 33128 With a copy to: Director Miami -Dade County Parks, Recreation, and Open Spaces Dept. 275 N.W. 2nd Street, 5th Floor Miami, Florida 33128 10. Assignment Neither party shall assign, transfer, sublet or subject this AGREEMENT or its rights, title, or interest thereupon without the other party's prior written approval, to be given in the sole discretion of such party. 11. Governing Law, Venue and Dispute Resolution The validity, construction, and effect of this AGREEMENT shall be governed by the laws of the State of Florida. Any claim, objection, or dispute arising out of the terms of this AGREEMENT shall be litigated in for a court of competent jurisdiction in Miami -Dade COUNTY, Florida. The parties shall resolve any disputes, controversies or claims between them arising out of this Agreement in accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164, Florida Statutes, as amended. 12. Force Majeure CITY and COUNTY will be excused from the performance of their respective obligations under this Agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their reasonable control including but not limited to, fire, flood, explosion, strikes or other labor disputes, acts of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: (a) the non-performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration and continues to furnish timely reports thereto during the period of Page 8 of� 63 the Force Majeure; (b) the excise of performance is of no greater scope and of no longer duration than is required by the Force Majeure; (c) no obligations of either party that arose before the Force Majeure causing the excuse of performance are expected as a result of the Force Majeure; and (d) the non-performance party uses its best efforts to remedy its inability to perform. 13. Construction of Agreement The terms and conditions herein are to be construed with their common meaning to effectuate the intent of this AGREEMENT. All words used in the singular form shall extend to and include the plural and all words in the plural form shall extend to and include the singular. All words in any gender shall extend to and include all genders. 14. Entire Agreement, No Oral Modification This AGREEMENT represents the entire and integrated AGREEMENT between COUNTY and CITY, and supersedes all prior negotiations, representations or agreements, either written or verbal. This AGREEMENT may only be amended by written instruments signed by both COUNTY and CITY and may include other services only if directly related to the intent and scope of this AGREEMENT. The failure of a party to insist on strict performance of any terms of this AGREEMENT shall not be construed as a waiver and relinquishment for the future of any term, condition or election but the same shall remain in full force and effect. 15. Severability In the event any paragraph, clause or sentence of this AGREEMENT or any future amendment is declared invalid by a court of competent jurisdiction, such paragraph, clause or sentence shall be stricken from the AGREEMENT and the balance of the Agreement shall not be affected by the deletion thereof, provided to do so would not render interpretation of the lease provisions ambiguous or a nullity. 16. Recording of Agreement It is agreed that this Agreement shall be filed with the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01(l 1), Florida Statutes. 17. Effective Date This AGREEMENT shall become effective upon the execution by the COUNTY and the CITY. 18. Shannon Melendi CITY and its Contractors shall comply with Miami -Dade County Ordinance No. 08-07, Chapter 26, "Miami - Dade County Park and Recreation Department Rules and Regulations, Article Ill, The Shannon Melendi Act." The CITY shall ensure that all CITY and its Contractor's management, staff, volunteers, and Page 9 of �9 subcontractors performing services at Haulover Park on behalf of the CITY and its Contractors in connection with this Agreement: a. Have had nationwide criminal background checks conducted by a Professional Background Screener; b. Have been screened through the Florida Department of Law Enforcement Sexual Predator/Offender Database, and a check of the National Sex Offender Public Registry; c. Have been verified as being United States Citizens or having legal immigrant status employment; and d. Wear picture identification at all times while on County property and when in direct contact with patrons and the general public. e. Retain all records demonstrating compliance with the background screening required herein for not less than three years beyond the end of the contract term. The CITY shall provide the COUNTY with access to these records annually, or at the request of the COUNTY. (Signatures on next page) Page 10 ofX �3 IN WITNESS WHEREOF, Miami -Dade County and the City of Sunny Isles Beach, have caused theses presents to be executed in their respective names, by proper officials, the day and year first above written. Jerk STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF S FLORIDA, State ofFloF Lo BEACH, ivision of the George Y. Scholl, Mayor The foregoing instrument was acktiowledged before me this I( -d-ay of 'rh�, 2018, by C urgQ fl—, Sc A rJ /) , who is personally known and who being duly sworn, deposes d says that the aforementioned is true and correct to his or her best knowledge. Notary Public: Commission: 3 """'••• LU2 NEY 4 Notary Public • Blata of Florida Commission M FF 201113 `" • o`' My Comm. Expires Mar 10, 2019 Bonded through Natlonal Notary Assn. County Clerk MIAMI -DARE COUNTY, FLORIDA, a political subdivision of the State of Florida �(By: (� Cc ayor Approved for legal sufficiency � • �(... • , ; Morded Rizo Perez, Assistant County Attorney Page 11 oflmr 63 C� a fjl w) .I L) wvp-.e � LO[,TON YAP Exhibit'I Haulovor Park Skatepark/Pumptrack :!to SITE 2 / PERPETUAL EASEMENT LINE -STATE RD DEPT_ 4 + o / ^+f I- I ,• ice• - X TG y 4 / PALM (T ^ J2 PALMS YPJ ' QO ?O th�J �`♦ PARKING Jili! �3 - 'rb v. A L. SP [ L L E _ +1 0 t I 0'. DOG PARK 1 fiw 1 � � t 9 HAULOVER PARK Page 12 of O' 6 3 > HYBRID- S /J` / SKATEPARK/ PUMPTRACK iti FUTURE PLANTINGS SITE / . ,. mp') SP [ L L E _ +1 0 t I 0'. DOG PARK 1 fiw 1 � � t 9 HAULOVER PARK Page 12 of O' 6 3 CAIIIUR Io D a 1 G 11 � V I / I City of Miami Haulover Park Miami Dade Hybrid Park Plan 10800 Collins Ave, Miami, FL 30154 63 P Welo3olutllon3 Exhibit 2 Improvements by CITY Design, Permitting and Construction of the Skatepark/Pumptrack in compliance with all applicable codes 2. Demolition and removal of any existing facilities within the construction site area 3. Site work and installation of new utilities necessary for new construction 4. Purchase, delivery, and installation of all elements required to deliver the intent of the work under this Agreement. Page 14 of� o Coversheet Exhibit 3 Page I of 1 City of Sunny Isles Beach 1B070 Collins Avenue I Sunny Isles Beach, Florida 33160 o•' 'u� (306) 947-0600 City Hall •' "f�^Y� '�' (306)949-3113Fax 10 MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Christopher J. Russo, City Manager DATE: 7/2012017 Authorizing the City Manager to Enter Into an Interlocal RE: Agreement or Memorandum of Understanding with Miami -Dade County for the Regional Hybrid Skate Park and Pumptrack at Haulover Park RECOMMENDATION: This resolution is presented for your consideration. REASONS: The attached resolution Is to authorize the City Manager to enter Into an Interlocal Agreement or a Memorandum of Understanding with Miami -Dade County for their acceptance of this hybrid Skate Park at Haulover Park. This agreement or MOU will relieve the City and our municipal funding partners of the liability of operating the Skate Park and will clearly define our role as a funding source only. ADDITIONAL INFORMATION: When the City closed the small Skate Park at Town Center Park, funding was allocated and the direction given to pursue a larger, regional slate park at the more spacious, county owned Haulover Park. In cooperation with the county, the project grew in size and cost. Having successfully recruited other municipalities to contribute financially through a joint partnership, the City of Sunny Isles Beach is taking the lead to procure the Haulover Park Hybrid Skate Part( project. ATTACHMENTS: Description Resolution Item Number:lO.E. Page 15 ofX 63 �n Ir.) htti)s://sunlivisles.iiovusaizenda.com/aaendanublic//Covet.Sliect.ast)x?lteniID=2175&Meet... 10/25/9,0t.71 ' b RESOLUTION NO. 2017- 2-115 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN INTERLOCAL AGREEMENT OR MEMORANDUM OF UNDERSTANDING WITH MIAMI- DADE COUNTY FOR THE PROCUREMENT AND INSTALLATION OF A REGIONAL HYBRID SKATE PARK AND PUMPTRACK AT IIAULOVER PARK, PROVIDED SAID AGREEMENT IS FIRST REVIEWED BY THE CITY ATTORNEY AS TO FORM AND LEGAL SUFFICIENCY; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, providing outdoor recreation activities for youth is a major priority of the City Commission; and WHEREAS, on June 12, 2016 the City permanently closed the skate park previously located at Town Center Park and began looking for an alternative location; and WHEREAS, several nearby local governments including the Village of Bat Harbour, the Town of Bay Harbor Islands, the Town of Surfside, the City of Miami Beach, and Miami -Dade County are embarking on an initiative to formulate a regional hybrid skate park and pumptrack at Haulover Park in Miami -Dade County; and WHEREAS, due to the geographic space limitation of the City, a regional hybrid park and pumptrack at Haulover Park is a logical proposal as it also creates a sense of community and mobility between the coastal communities in the region; and WHEREAS, the City Conunission wishes to grant the City Manager the authority to enter into an Interlocal Agreement or Memorandum of Understanding for the procurement and installation of a regional hybrid skate park and pumptrack at Haulover Park in Miami -Dade County. 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 recitals are true and correct and are incorporated herein by reference as if they are fully set forth herein. Section 2. Authority to the City Manager. The City Commission hereby grants the City Manager with 'the authority to enter into an Interlocal Agreement or Memorandum of Undertsanding for the procurement and installation of a regional hybrid skate park and pumptrack at Haulover Park in Miami -Dade County, provided that said agreement is first review by the City Attorney as to form and legal sufficiency. 2017- Interlocal Agmt w il4DC for Skate Park at Haulover Page 1 of 2 Page 16 ofy6 &J Section 3. Authority of the City anager and City Attorney, The City Manager and City Attorney are hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution shall become Vote: PASSED AND ADOPTED this 20th day of yily, 20 %rl'O FORM ISUFFICIENC City Attorney Mayor Scholl Vice Mayor Goldman Commissioner Aelion- Wor�0T Commissioner Gatto Commissioner Svechin George FY Scholl, Mayor Moved by: �gm',A6 � 3a � Seconded 1 by: ` C'e V OW- a0�mo (Yes) (No) (Yes) _(No) (Yes) _(No) (Yes) (No) ,/'(Yes) —(No) 2017- Interlocal Agmt m TIDC for Skate Pack at Haulover Page 2 oF2 Page 17 ofAj Covet sheet Exhibit 4 Page 1 of I TO: City of Sunny isies Beach FROM: Christopher J. Russo, City Manager DATE: 18070 CollinsAvenue Approving an Agreement with American Ramp of". Sunny Isles Beach, Florida 33160 at'Haulover Park (306)947.0606Clityfai Hall (306)949-3173 Fax l! MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Christopher J. Russo, City Manager DATE: 7/20/2097 Approving an Agreement with American Ramp RE; Company to DesignlBuild a Regional Hybrid Skate Park at'Haulover Park RECOMMENDATIOJ:. This resolution Is presented for your consideration. REASONS: The City, in partnership with the neighboring communities of Bat Harbour, 'Bay Harbor Islands, Miami Beach and Surfside; desires to build a hybrid skate park at Haulover Park for the benefit of our collective residents aM visitors. This project fulfills a goal set by the City Commission to relocate the small City skate park, formerly at Town Center Park, to the larger county owned Haulover Park. American Ramp Company (ARC) has been awarded the National Joint Powers Alliance (NJPA) contract which authorizes the City to procure with them forthisproject. ARC has the experience and expertise to design and build an innovative hybrid skate park that would include a pump track and plaza type skate park. This resolution seeks the authority for the City Manager to enter into an agreementwith American Ramp Company to Design Build a Hybrid Skate Park at Houlover Park that will meet the needs of the partnering communities. ADDITIONAL. INFORMATION: The above mentioned partner municipalities shall each contribute $50,000 towards the execution of this project for total contribution of $200,000. The City will fund the balance out of the` Capital Improvement Program fund, that was approved in Fiscal Year 2015- 2016 up to $150,000. The estimated agreement for this Design Build pdrtton is not to exceed $276,733,93: FUNDING SOURCE - Funding for r this agreement is partially funded by donations from partnering municipalities in the total amount of $200,000. The balance to be paid by the City is budgetedfor and available in the Capital Improvement Program budget number 300-6-5720-465000.75002. ATTACHMENTS: Description Resolution Agreement Item Number: 10.F. Page 18 of541' 4�2 httos://sunnyisles-novLisagenda.com/ai4endai)ublic//CoverSheet.ast)x?ItemID=2177&Meet... 10/25/2017 RESOLUTION NO. 2017- 2'116 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH AMERICAN RAMP COMPANY FOR THE DESIGN/BUILD OF A REGIONAL HYBRID SKATE PARK AND PUMPTRACK AT HAULOVER PARK, ATTACHED HERETO, IN SUBSTANTIALLY THE SAME FORM, AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE TINS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the skate park that was formerly located at Town Center Park permanently closed the on June 12, 2016; and WHEREAS, since then it has been one of the City Commission's goals to secure a more suitable location for a skate park; and WHEREAS, the City of Sunny Isles Beach ("City"), in partnership with the Village of Bal Harbour, the Town of Bay Harbor Islands, the Town of Surfside, the City of Miami Beach, and Miami -Dade County, desire to build a regional hybrid skate park and pumptrack at Haulover Park for the benefit of our collective residents and visitors; and WHEREAS, the City is now in need of a contractor for the planning, design, and installation of a regional hybrid skate park and pumptrack; and WHEREAS, the National Joint Powers Alliance ("NJPA"), a governmental purchasing consortium, awarded Request for Proposal No. 030117 to American Ramp Company and the City has the desire to enter into a contract with said company; and WHEREAS, American Ramp Company is qualified, willing and able to provide the desired services to the City pursuant to the pricing terms and conditions offered to the NJPA, via Contract No. 030117 -ARC; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City now wishes to enter into an agreement with American Ranlp, Company for the design/build of a regional hybrid skate park and pumptrack at Haulover Park, in an amount not to exceed Two Hundred Seventy -Six Thousand Seven Hundred Thirty -Three Dollars and Thirteen Cents ($276,733.13), attached hereto, in substantially the same form, as Exhibit "A" 2017- laterlocal Agmt w brDC for Skate Park at Haulover Page 1 of 2 Page XorX6 j 1q 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 recitals are true and correct and are incorporated herein by reference as if they are fully set forth herein. Section 2. Approval of Agreement. The City Commission hereby approves an Agreement with American Ramp Company for the design/build of a regional hybrid skate park and pumptrack at Hautover Park, in an amount not to exceed Two Hundred Seventy -Six Thousand Seven Hundred Thirty -Three Dollars and Thirteen Cents ($276,733.13), attached hereto, in substantially the same form, as Exhibit "A". Section 3. Authority of the City Mana er. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date, This Resolution shall become effective PASSED AND ADOPTED this 20th day of George ly- Scholl, Mayor A , .S Maurieio Bet near, Acting City Clerk APPROVED AS TO FORM AN rA': S FICIENCY: H s ttinot, City Attorney Moved by: CO-Awl. Seconded by: t11Cf 11`f� �Ot� �O�iAi� Vote: Mayor Scholl Vice Mayor Goldman Commissioner Aelion-A&wttr Commissioner Gatto Commissioner Svechin 2017- Interlocal Agrat w JMDC for Skate Park at Haulover / (Yes) ✓ (Yes) (Yes) -(Yes) (Yes) Page 2 of 2 PageXofXi 6g 2® (No) ^(No) _(No) _(No) _(No) .o.,. Y,QI •• . AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND AMERICAN RAMP COMPANY CONTRACT NO, 030.6278 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, this 11 S�day ofVc`CEt1A4ai0017, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter .referred to as "City"), and AMERICAN RAMP COMPANY, a corporation authorized to do business in the Stale of Florida (hereinafter referred to as "Contractor") whose Federal I.D. 6 is 35-2353308. WITNESSETH: WHEREAS, the City of Sunny Isles Beach is in need of a Contractor for the planning, design, and installation of a hybrid skatepark/pumptraek at Haulover Park, located at 10800 Collins Avenue ("Services"); and WHEREAS, Contractor is a certified and insured company with the necessary experience to provide die desired Services; and WHEREAS, the National Joint Powers Alliance ("N)PA") issued Request for Proposal ("RFP") No. 030117 and awarded Contract No. 030117 -ARC to Contractor for the period April 14, 2017, through April 14, 2021 to provide such services, which documents are incorporated .herein by reference; and WHEREAS, the City desires to enter into an agreement with Contractor, using Contract No. 030117 -ARC in addition to the Contractor's response to RFP No. 030117, subject to the terms and conditions contained herein; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City wishes to contract with Contractor to provide the desired Services as more particularly described in Attachment "A", which is attached hereto and incorporated herein by reference, fora total amount not to exceed Two Hundred Sixty -Seven Thousand Three Hundred Seventy -Five Dollars ($267,375.00). NOW THEREFORE, in consideration of the promises and the mutualcovenants herein naive, the parties agree as follows: ARTICLE 1. DEFINITIONS . Agreement means this Agreement together with the Contract Documents. Bond(s) means the Payment Band and the Performance Bond issued by a surety or sureties in accordance with the provisions of the Contract Documents. PagelofX6-3 SIB t Commencement Dake means the date on which Contractor commences on-site construction of the Project, but no later than five (5) days after issuance of the Notice to Proceed. Contract Amount means the total sum of monies which has been agreed to between the Contractor and the City as the total price for the construction of the Project and the performance of all services under this Agreement. Contract Time means the time period defined in this. Agreement for the Contractor to completo the Work. Contractor means the Contractor selected by the City to provide all labor, materials, equipment and services to complete the Work described in this Agreement pursuant to NJPA Contract>No. 030117 -ARC in addition to the Contractor's response to RPP No. 030117. Contractor Project Manager means the person designated by Contractor as its lead representative to the City. The Contractor Project Manager shalt have the authority to obligate and bind the Connector and to act on all matters on behalf of Contractor except for revisions to the Contract Documents and Change Orders. Construction Change Order means a written directive to effect changes to the Work, prepared by and executed by the City and Contractor. Construction Work means all Work required by this Agreement for the construction of the - Project. The Construction Work is also referred to herein as the "Work". Cure means the action taken by the Contractor, promptly after receipt of written notice from the City of a breach of the Agreement, which shall be.performed at no cost to the City, to repair, replace, correct, and/or remedy all material, equipment, or otter elements of the Work or the Agreement affected by such breach, or to otherwise make good and eliminate such breach, including, without limitation, repairing, replacing or correcting any portion of the Work or the. Project site disturbed in performing such cure. Cuie Period means a period of seven (7) days, after receipt of written notice to cure from the City, in which the Contractor is required to cure deficiencies in the Work or compliance with this Agreement or the Contract Documents. Drawings means the graphic and pictorial portions of the Work, which serve to show the design, location and dimensions of the Work to be performed, including, without limitation, all notes, schedules and legends on such Drawings, Field Directive means a written approval for the Contractor to proceed with Work requested by the City, which is minor in nature and should not involve additional cost, Final Completion means the date certified by the City Engineer or designee that all documents required by the Contract Documents have been received by the City Engineer; any other documents required to be provided by Contractor have been received by City Engineer; and to 070.6178-AME[eCAN RAMP COMPANY Page 22 ofX 6 3 s; n. li.� l the best of City Engineer's knowledge, information and belief the Work defined herein has been fully completed in accordance with the terms and conditions of the Contract Documents, Final Completion shall be evidenced by the City's issuance of a Final Certificate for Payment. Insurance Requirements means the requirements described in this Agreement and the Contract Documents. Notice To Proceed means a written letter or directive issued by the City Manager or ids designee directing that the Contractor may begin Work on the.Project or a specific task of the Project. Project Manager means an employee or representative of the City assigned to manage and monitor the Work to be performed under this Agreement and the construction of the Project. Project means the design and construction and incidentals thereto,'of the project entitled Contract No. 6178-1617-081 "Regional Hybrid SkaleparWPumpirack /nirfafive of Haulover Park", as described in the Contract Documents, Project Site means the area for the proposed Project in Haulover Park, located at 10800 Collins Avenue. Punch List means a compilation of items of Construction Work required to be performed by, or through the Contractor after the Substantial Completion inspection and prior to Final Completion and payment. Request For Information (RFI) means a request from the Contractor seeking an interpretation or clarification by the City relative to the Agreement and/or the Contract Documents. The RFI, which shall be clearly marked RFI, shall clearly and concisely set forth the issue(s) or item(s) requiring clarification or interpretation and why theresponse is needed. The RFI must set forth the Contractor's interpretation or understanding of the document(s) In question, along with the reason for such understanding. Specifications and Plans as used herein means that portion of the Contract Documents which are the written requirements for the materials, equipment, systems, standards and workmanship for completion of the Work and performance of related services for this Project. Sub -Contractors) means a person or entity other than a materialman or laborer that has a direct contract with the Contractor to perform or supply any portion of the Work in connection with this Project, Substantial Completion means that point at which the Work is at a level of completion in substantial compliance with the Agreement such that the City can use, occupy and/or operate the Project in all respects to its intended purpose. Substantial Completion shall be evidenced by the City's execution of a Certificate of Substantial Completion. Work as used herein' refers to all services required by the Contract Documents, including all labor, materials, equipment, supervision and services consisting of all labor, materials, equipment, tools, manpower, management, supervision, and all other necessary goods and 070-6178 -AMERICAN RAMP COMPANY Page 23 ofX.6 'y L services in connection with the "Regional Hybrid Skatepark/Purapirack Initiative at Haulover Park" as described in the Contract Documents. ARTICLE 2. SCOPE OF WORK 2.1 Contractor shall provide all labor, materials, equipment, tools, manpower, management, supervision, and all other necessary goods and services to perform the following described Work in Attachment "A", attachad hereto and made a part hereof, pursuant to the terns and conditions set forth by the NJPA RFP No. 030117 and Contract No. 030117 -ARC, which documents are incorporated herein by reference. This Scope of Work is for the "Regional Hybrid SkateparklPumptracklnitlative at Haulover Park" as described in the Contract Documents. 2.2 Condition of the construction site within the Skatepark. The area to be developed by the Contractor as the Skatepark is depicted in the diagram on Attachment "B" and shall be referred to herein as the "Construction Site." The Construction Site shall be used by Contractor for staging and construction of the Skatepark in accordance with the terms and conditions of this Agreement. Neither Miami -Dade County nor the City make any representations or warranties to Contractor as to the site or environmental conditions of the Construction Site nor of its suitability for development of the Skatepark. Contractor acknowledges and accepts the Construction Site "as is" and understands and agrees that it shall be solely responsible for all site conditions encountered at the Construction Site during development of the Skatepark and shall be responsible for addressing same during construction. 2.3 The Contractor will, in consideration for the Contract Amount, design, permit and build all the Skatepa'rk improvements on the Construction Site to the standards, latest applicable building codes and regulations, and -in accordance with the County approved Final Plans, ARTICLE 3 COMMENCEMENT AND COMPLETION OF WORK 3.1 Contractor shall commence the construction portion of Work promptly upon receiving a Notice to Proceed from the City, which notice shall be given only upon the City's approval of the Plans and Specifications. The Contractor will obtain any required permits and licenses prior to commencement of construction. Contractor will, from and after the date on which construction commences, diligently and continuously perform and prosecute the Work to its completion in accordance with the Contract Documents, and shall use their best efforts to achieve Final Completion of the entire Project within One Hundred Eighty Days (180) calendar days after Contractor's receipt of the City's Notice to Proceed (such date of required completion being referred to herein as the "Final Completion"). 3.2 Notwithstanding any provision contained herein which could be construed to the contrary, Final Completion (herein so called) of the Project shall not be deemed to have occurred until and unless (a) construction thereof is sufficiently complete so that the Project may be used by the City and Miami -Dade County for its intended purpose, subject only to minor "punch list" -type items, (b) all required permits, licenses, certificates of compliance, certificates of occupancy and other approvals from the applicable governmental authorities exercising jurisdiction over the Project shall have been issued, (c) all utilities necessary to service the Project, if included as part of Contractor's Work, have been connected and are available for immediate use and (d) the City shall 030.6178-AMEPfCAN RAMP COMPANY Page 24 ofxa3 ( ' have conducted an -inspection of the Project; shall hay.'e reasorobly approved of siune; and shall have reasonably determined that till- Work has been completed substadiialty in compliance With the Contraet<Documehts, subject only to complWon'ofpunch?list items. ARTICLE, A CONTRACT TIME, TIMI; FOR COMPLETION AND LIQUIDATED'DAMAOES 4,1 The Commertcomont Onto shall be nodater.lhan we (5) days'after City's issuance ofthe., Notice to.Proceed. contractorAnil perform the Work in accordance with the Co'ntraet Documents' and shall achieve Substantial Completion of.the Project no tater than Ono hundred and Fifty (150) calendai'days:from"the issuance of'ihe'Notice to Proceed ("Substantial Compleifon't), Thereafter, Cmitragtor shall be required (o obtain Final Completion of the Project he 181Wthan One Hundred Eighty QI o) Calendar days from thcJssuance of the N666 to'Proceed ("Final Cotnpletiod").. - 4.2 Contractor shall complete all upplications for'tlt9 Pehniis, and subinit oll.required documents;. includinglimitedi but,noi n the Bondsandthe lnsomncc Cerlfficafe, within ten._(10) oalendar'days after issuance of a`TJotice to Proceed by the City. In the event Contractor fails to deliver to the City the required' documents within'16 (10) days.dftet Issuance. of a Notice to proceed, or fails in apply for the Permits Within ten (10). days aRer issuance of a Notice to Proceed, or ftils to commence the Work_.MOn five (5) days tiRef Issuance ofa Notice to Proceed, the'ri Contractor shall be in default. In such event the Chyi. in addition to all remedies' provided for an event of Cont'nictor's default hereunder, sliall have the right to collect from Contractor'ell expenses incurred by the'City in.thd procuroment of the' Work in connection ivith the Regional Hybrid Skatepark/Pumplrack Initiative a4laulover;Park. 43 Upon. failure of Contractor to achieve Final Completion of the Work 60 later the", 60, Hundred )righty (18D),'cefchad- dnysTfrom the Cominencement batespecife8 in the.N' ioe to Proceed, or Suli'stantial Completion within One llitmored nail Ftfty (150) calendar Boys from Elhtlgaf�: the Cotntnoncamant, Date specified imilte'Nolice to Yroceod, 'alas anx.apbroved. Brno extensiogqss (ifapplicabla), Conimctorsholl,poy to IhcCiCy the sum iof. " vollars� for:each'ctileltdnr day date beyond these deadlines. Those, amounts are not �.penaltles fiat are liquidated datnages to the City for its. inability to obtain beneflAhA occupancy and/or use -6 the Projeot, Liquidated damages are hereby -fixed and 'agreed !, upon between iiia. parties, .recognizing the impossibility of precisely ascedainitig'the amount of damages that will be sustained by theCit'y as a consequence of such delay, aiid both parties desidng to obviate any question of dispute conccrningihe amount of said damages.and ane cost andeffect ofailu f the re OfContractor to comptate the Work on time. 4,4 Construeliioh of the Work, shnit.be deemed tq�have been completed once all of I* work uporithe.occurrence'ofall'ofthefollowing: (i)thearc;ntectofrecoidhos iggedanil;doiivi;red,to City o eertificdle,ofPinbi Completion in'aec'ordance with the Plans'and Specifications; (ii).punch. list items for-thd-Work have been oompleted;.and QuitContmolorfias nchieyed Final Completion of the:Work. 03$61Is'— MERICAN RAMP MMPAM' Page 25 of X 9 :5 M TICLE 5. CONTRACT A1. OUNT PA00988 PAYMENT$ AND FINAL PAYMENT 5.1 The City,s_ttall pay to the Contractor; fox theifaithful poi•foinanfiee of.!all Work in connoction;with -this Agreement, an amount:not to exceed Ttvo Hundred: Sisty;Min Thousand T6fee hundred Soveuty410:1.Doliar's.(�267,375,00): Payment shaft be. made pursilant to uppcoYed applications for payment appr.gved'by the Ctty and accdrir'PW0'by sufricientsuppor6g documentation, and•colifi ing'sufficient detail, to allow a j6per audit of ekpeaditures, should the City require one'to'be performed. Contractor stroll bo:ontide- , — other compeosation for the Work to be performed hereunder, and Contractor expiesslywvenants end agrees that all expenses incurred by 'Contrdot6r in the coh6cit of "it ac and the performance of its obllgstions and services herepnde'r shall be Borrie exclusively by. Contractor and Contructor'shallbe solely responsible far the payment of same. Coatia torpnderstands and agrees. that Contractor shah:not be entitled to any benefits notexpressly speolfred is this • Agreement. 5,2 C.on tactor may make Application for Payrnent for Work completed during tho Project at intervals of not more than once a•month, Contractor's Application fof Payment shall include partial releases) of Itens'or consent Of:Surety relative to' the portion of the W6rk;'whioh'is.th6 iMjedt of the Application for Payment aha any outer infotmation•required by tha,CityBnoh Application for Payinenishall be'sAmitied'in tripftcate to the City foP.approval. submit to the City an as an.., amount due for the Woik performed for wh detalled breakdown and iternI76tion of su completion-0fIbe Work performed, (d).il Co'6wetor,hereunder; and (o) such :other-: fcguhed by.the City for ptirpdses dfeva reques.09,paynierit, At the time Contraob rd'quesied by wl rho City; Contractor il also all involces and bills for labor and matede be'mede on a work -in-place basis wda+� eFless during the niokroO Eecii sughAppiication for Paymentshall- be in ity andshell include,withoat limitntion;,(a)'tlte tractor is'requesting payment, (b) a ieusonably k dndthe amount'due, (c) the percentage of of 6lljptior.pgmonts mode. from ihe:,City to itionlartdattuchmgnfsas,shall tie �e+isonably the Work performed. for which: 06-n(m6tor is its.an Application forPayment to he City,'if :'to t¢e:City'trtte,'cotrdot`and legible:copies.of toraied in.10 1Wak'and which aib to b'e'paid 5;2.2. Each Application for Payment made from Conu ;hall be deemed a.. representation and waaan(yby.Contmctorto ttie Ci hpplicadonfovPayment, (a) there exis.....s o Event ofDafault(as hese!. pr,'oondidon'diet, with notice or lapse oiino, orb, , 11 ould cogsli there has been no inaterial varianoo from the Contract Doctunent per formed.ihr5ugh tha:date of -such Appllcation for P,aymeul end fuithemnce of ilio construction of.the Itnprovementa at the thcn.cuii been done in a good and worlamm like' manner, and all matelots, fixtures usually famished and installed.at such time linve,been so'fuff and Wc'rkmanlike manner: Ored178+R61Ea1CAN aAhiP C0�lPANY Page 26 of,/ 63 'the i Event of Default; (b) tin ger s iespeot to theWork: ll Work performed in de of construction, has meat, Rinushings and and mstallad inagood S 3'--4on_p rrcent (10%) of all monies earned by Contractor shall be retained by the City until final Comptctieti, tree' closeout documents, and acceptance by the City. Any reduction in retainage shall be in accordance wii eat6n.2 .05! _78 Florida Statutes. Any interest earned on ,Q retainage shall accrue to the benefit of the City. All reqnage reducti —`uogts fer tanon shall be in IC writing in a separate stand alone document. 00 Vel A�en to 5.4 'file City may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account ofCity t(fk Manager's 5.4.1. Defective Work not remedied by Contractor. intiais: 5.4.2 Claims filed or reasonable evidence indicating probable filing of claims by other parties against Contractor or the City because of Contractor's performance. 5.4.3 Failure of Contractor to make payments properly to Sub -Contractors or for material or labor, 5.4.4 Liquidated damages and 'costs incurred by the City for extended construction administration. 5.4.5 Failure of Contractor to comply with other provisions of this Agreement. 5.5 Upon receipt of written notice from Contractor that the Work is ready for final inspection and acceptance, the City will make an inspection thereof. If the City finds the Work acceptable, the requisite documents have been submitted and the requirements of the Contract Documents fully satisfied, and all conditions of the permits and regulatory agencies have been met, a Final Certificate for Payment will be -issued by the City, stating that the requirements of the Contract Documents have been performed and the Work is ready for acceptance under the terms and conditions thereof. 5.6 Before issuance of the Final Certificate for Payment, Contractor shall deliver to the City a complete release of all liens raising out of this Agreement, or receipts in full in lieu thereof, an.affidayit certifying that all suppliers and Sub -Contractors have been paid in full and that all other indebtedncss connected with the Work has been paid, and it consent of the surety to. final payment;. and the final bill of materials, if .required, and Application for Payment. Contractor shall deliver the written Contractor's and all Manufacturers warranties pflor to issuance of the Final Certificate for Payment.' 5.7 if, atter the Work has been substantially completed, full completion thereof is materially delayed through no fault of Contractor, and the City so certifies same, the City will, and without terminating the Agreement, make payment of the balance due for that portion of the Work fully completed mid accepted. Such payment shall be made under the terms and conditions goveming final payment, except that it shall not constitute a waiver of claims.. 5.8 Final payment shall be made only after the City has reviewed and approved the final application for payment. The acceptance of final !payment shall constitute a waiver of all claims by Contractor, except those previously madein strict accordance with the provisions of the Agreement and identified by -Contractor as unsettled at the time of the application for final payment. 6303178 -AMERICAN RAMP COMPANY Page 27 ofX 63 0 cr n 5.9 All invoicessubmitted by Contractor to the City shall include sufficient details fore proper pre -audit and/or post audit thereof, based on the quantifiable, measurable, and verifiable units of deliverables in connection with this Agreement. All costs detailed in Contractor's invoices shall be required to be valid, reasonable, necessary, and allowable and incurred by Contractor prior to the date of the invoice. Furthermore, all invoices submitted by Contractor shall provide complete documentation to substantiate all costs included on the invoices. Payment shall be made only after receipt and approval of goods and services, subject to the City's rights to withhold, in whole or in part, payment based on Contractor's failure to comply with any provision of this Agreement. ARTICLE 6, CONSTRUCTION OF WORK 6.1 Priorto the commencement of any Work by the Contractor arthe purchase ofanymaterials or supplies for the Work, the Contractor shall furnish the City with a payment and performance bond issued in accordance with Section 255.05, Florida Statutes. The bond shall be that of a responsible surety company qualified under the terms of this Agreement, licensed to do business in Florida, in amounts not less than the total cost of the Work, as determined by the City and shall remain in effect until the entire cost of the Work shall have been paid in full. The payment and performance bonds shall name the City and Miami -Dade County as dual obliges and beneficiaries thereof. The bonds shall provide the following, without limitation: a) That a payment bond in an amount not less than the cost of construction of the Work Is obtained by Contractor that is conditioned to secure the completion of the Work is free from all liens and claims of contractors, subcontractors, mechanics, laborers and material. , b) That a performance bond in an amount not less than the cost of construction of the Work is obtained by Contractor that insures that the Work shall be completed on Contractor's default by the surety. 6.2 All Work shall be required to meet or exceed requirements of all applicable building codes in effect. During construction, the Contractor shall retain all responsibility for securing the Construction Site. 6.3 The Contractor agrees to perform the construction work as provided herein, in compliance with all applicable local, State, and Federal laws, including but not limited to Section 255.20 of the Florida Statutes. 6A Before acceptance of the Work, the Contractor shall be, required to develop and install signage that is consistent with Skatepark/Pumptruck safety rules and usage. Prior to fabrication and installation, a draft of the proposed verbiage shall be submitted to the City for their final approval. ARTICLE7. PROJECT DESIGN 7.1 Testing. Contractor shall coordinate with City personnel any necessary access to the site for testing purposes and obtain authorization prior to conducting such tests. All areas disturbed by any tests shall be restored and/or stabilized to the City's satisfaction. 0704178 -AMERICAN RAMP COMPANY z - Page 28 ofX 63� �� d" 7.2 15% Plans. When 15% of the overall design of the Skatepark has been completed (l.e., Concept Plans and including site layouts), Contractor shall submit two copies of such Preliminary Plans to the City for review, to insure conformity with Proposed Concept Plans shown in Attachment "C" and the Haulover Park approved general plans. The Preliminary Plans must be prepared by an architect or engineer licensed to practice in the State of Florida, if the City has any comments altd/or proposed modifications to the Preliminary Plans, the City shall provide comments and/or proposed modifications in writing to the Contractor within fifteen (15) calendar days from the date of submittal of the Preliminary Plans. Contractor shall incorporate said comments into a set of revised Preliminary Plans to be reviewed and approved by the City. 7.3 50% Plans and Specifications. The 50% Plans and Specifications shall be based on the approved Preliminary Plans and shall show without limitation any/alt work to be performed in the field, including site plans; architectural, structural, grading, and drainage plans, signage and all other disciplines engaged in the development of the construction documents of the Skatepark. Contractor shall provide the City sufficient information to enable it to make an informed judgment about the design and quality of construction. Within fifteen (15) calendar days after the City receives the 50% Plans and Specifications, the City shall either approve them or deliver to Contractor specific corrective comments. Contractor shall resolve all comments and requests for modifications by City to the 50% Plans and Specifications and obtain written approval from City prior to proceeding with the development of the Final Plans, 7.4 Final Plans, Contractor shall. prepare and deliver to City a complete set of the final plans and specifications which shall show without limitation any/all work to be performed in the field, including site plans; architectural, structural, grading and drainage plans, signage and all other disciplines engaged in the development of the construction documents and completed technical specifications; all sufficient to enable City to make an informed judgment about the design and quality of construction and with sufficient detail so as to allow for the issuance of a building Permit (hereinafter referred to as "Final Plans"), The Final Plans shall be based upon, and consistent with, the approved 50% Plans and Specifications. City shall, within fifteen days (15) calendar days upon receipt of the Final Plans, either approve them or deliver to Contractor specific corrective comments. Contractor shall resolve all comments and requests for modifications by City to the Final Plans end obtain written approval from City prior to submitting the Final Pians to the regulatory agencies for permitting. 7,5 Kobillzation. It shall be the Contractor's responsibility to ensure that all required regulatory or proprietary permits are obtained prior to commencement of Work: Once regulatory agencies have granted all necessary approvals and a permit(s) has/have been issued, Contractor shall provide City with copies of each issued permit, A Pre -Construction Meeting will then be scheduled for the Contractor to coordinate with Miami -Dade County personnel managing the park in respect to access, staging area, hours of operation, etc. After the Pre -Construction Meeting, an authorization to occupy the site will be issued by Miami -Dade County to the City thus allowing the Contractor's mobilization for the construction phase. After the City approves the construction baseline schedule submitted by. Contractor, a copy shall be provided to Miami - Dade County for informational purposes. 03MI78 -AMERICAN RAMP COMPANY Page 29 ofx 6 , 7.6 Construction Phase; a) The Contractor shall provide City with copies of all approved submittals. b) Contractor shall carefully plan and coordinate his/her activities to minimize any adverse impact ordisruptions to Miami -Dade County's operations and the patron's ability to safely access and use the facility and/or secondary amenities/faoilities (such as restrooms; water fountains; vending machines; etc.) c) Contractor shall implement and maintain specific steps/means to allow for such uses and to prevent any hazards to patrons throughout the construction period. Contractor's limits of work should be properly fenced, and control over the points of access (such as gates, etc.) should be maintained by Contractor at all times and always secured at the end of each work period. d) Contractor shall provide means for maintaining free, safe, and uninterrupted access to the existing facility.where work will be taking place and surrounding spaces must be safely maintained at all time. e) Contractor shall confine all permanent storage of materials and/or equipment to the assigned construction area(s). 7.7 Project Closeout. At the time of Substantial Completion, Contractor shall advise City and Miami -Dade County to participate in the Substantial Completion walk lhnt in order to jointly complele the punch list items. Before Final Completion can be achieved, all Work must be completed and 'accepted by both the City and Miami -Dade County and the following docttments must be attached to the Document Closeout; I , Completed Punch List(s) 2. Electronic copy in pdf format of final approved Operation and Maintenance (O&M) Manuals. 3, As -Built drawings converted to accurate Record Drawings. 4. Written certification signed by the City of delivery. S. Delivery of all warranties required by the Contract Documents 6, All approved building permits and other code certifications. 7. Final and Unconditional Releases of Lien (or -a Final Consent of Surety) from Contractor. S. Final and Unconditional Releases of Lien from any vendors, subcontractors, mechanics, laborers, material suppliers, etc. that filed a Notice to Owner for the project. 9. Contractor shall ensure that any requests for warranty work produced by either City or Miami -Dade County are timely addressed pursuant to the warranty period established in the Contract Documents. ARTICLE 8. FIELD DIRECTIVES The City may at times Issue Field Directives to the Contractor based on visits to the Project site, Such Field Directives shall be issued in writing and the Contractor shall be required to comply with such directive. Where the Contractor believes that the directive is outside the scope of the Work, the Contractor shall, within 48 hours, notify the City that the Field Directive is outside the scope of the Work, At that time the Field Directive may be rescinded or the Contractor may be 0364178 -AMERICAN MMP COMPANY 10 Page 30 oft 63 required to submit a request for a Change Order proposal. Where the Contractor is notified of the position that the Field Directive is within the scope and the Contractor disagrees, the Contractor shall notify the City that the Contractor reserves the right to make a claim for the time and monies based on the Field Directive. At no time shall the Contractor refuse to comply with the directive. Failure to comply with the directive may result in a determination that the Contractor is in default of the Agreement. ARTICLE 9 SUBSTANTIAL COMPLETION PUNCT{ LIST & FINAL COMPLETION 9.1 The Work shall be substantially complete when the City, in the reasonable exercise of its discretion, determines that the Work is complete, that there are no material mid/or substantial variations from the Agreement, and the Work is fit for its intended purpose. Upon Substantial Completion, the City will prepare a Certificate of Substantial Completion. no signing of this form shall not relieve the Contractor from its obligation to complete the Project. 9.i When the Contractor believes that the Work is substantially complete, the Contractor shall request in writing that the City inspect the Work to determine ifSubstantial Completion has been achieved, No request for Substantial Completion inspection is to be submitted until the Contractor has obtained a Certificate of Completion unless the failure to obtain such certificate is beyond the Contractor's reasonable control. The City shall schedule the date and time for any inspection and notify the Contractor and any other parties deemed necessary. During this inspection, the City and the Contractor shall sign a Substantial Completion Inspection certificate. Any remaining Work shalt be identified on the Punch list form, which work shall be known as Punch List work. The Punch List shall be signed by the City and the Contractor to confirm that the Punch List contains the item(s) necessary to complete the Work. The failure or refusal of the Contractor to sign the Substantial Completion Inspection form or the Punch List, or the failure to include any items of corrective work on such Punch List, does not alter the responsibility of Contractor to complete all of the Work in accordance with the Contract Documents. 9.3 Where the Punch List is limited to minor omissions and defects, the City shall indicate that the Work is substantially complete subject to completion of the Punch List. Where the City determines that the Work is not substantially complete, the City shall provide a list of all Open items necessary to achieve Substantial Completion. Upon completion of such Work, the Contractor shall request another Substantial Completion inspection. 9.4 The Contractor shall be required to complete all remaining Work included in the Punch List no later than thirty (30) calendar days from the City's issuance of the Punch List, 9.5 Upon the receipt of all documentation, resolution of any outstanding issues and completion of the Punch List items, the Ciy will issue a Final Certificate for Payment. Upon issuance of the final payment, the City will notify the Contractor In writing of the closeout of the Project, 9.6 Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 010-6178 -AMERICAN RAMP COMPANY Page 31 of163 i-• ARTICLE 10, INDEMNIFICATION 10.1 Contractor shall indemnify, defend and hold harmless the City and Miami -Dade County, `Including their officers, agents, directors, and employee's, from any and all claims, liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, and costs to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and/or persons employed or utilized by Contractor in the performance of any Work under this Agreement. These indemnifications shall survive the term of this Agreement, In the event thatany action or proceeding is brought against the City and/or Miami -Dade County by reason of any such claim or demand, Contractor shall, upon written notice from the City and/or Miami -Dada County, resist and defend such action or proceeding by counsel satisfactory to the City and/or Miami -Dade County. 10.2 The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's and/or Miami -Dade County's option, any and all claims of liability and all suits and actions of every name and description covered by this Article, which may be brought against the City and/or Miami -Dade County, whether performed by Contractor, or persons employed or utilized by Contractor. 10.3 This indemnity will survive the cancellation or expiration of this Agreement. This indemnity will be interpreted under and construed to conform to the laws of the State of Florida. 10.4 Contractor shall require al I'Sub-Contractor agreements to include a provision that said sub. contractor(s) shall indemnify, defend and hold harmless the City end Miami -Dade County to the, extent caused by the negligence, recklessness or intentional wrongful misconduct of the subcontractor(s) and/or persons employed or utilized by subcontractor in the performance of any Work under this Agreement. RTICLE 11. INSURANCE REQUIREKENTS 11.1 Contractor shall not start Work under this Agreement until it has delivered to the City certificates of insurance clearly indicating that the Contractor is in compliance with the following Insurance Requirements: C1 Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of Five Million Dollars ($5,000,000,00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. 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: 030.6178 -AMERICAN RAMP COMPANY Page 32 of 1 6 3 12 M N U o Primary and Non•Contributory, Waiver of Subrogation on behalf of'the City ofShirhny Isles Beach; o Premises and Operation; o Independent Contractors; o Products and/or Completed Operations Hazard; o Broad Form Property Damage; o Explosion, Collapse, and Underground ("XCU") Liability Coverage o Broad Form Contractual Coverage applicable to this specific Contract, Including any hold harmless and/or indemnification agreement; anti o Personal Injury Coverage with Employee and Contractual Exclusihons removed, with minimum limits of coverage equal to those required for Bodily injury Liability and Property Damage Liability. Worker's Compensation and employer's liabilitycoverage, as required pursuanq to Florida law. Professional Liability Insurance with minimum limits of not less then Five Mill ion Dollars (S".,08:00) per occurrence and aggregate. 1.o 000.00 Business AutomobSle Liability with minimum limits of not less than Five Mullion Dollars ($5,000,000.00) per occurrence combined single limit for Bodily fgjtrry Liability and Property Damage Liability, Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile insurance po1G cy, without restric6o endorsements, as filed by the Insurance Services Office, amd must include; o Owned Vehicles; o Hired and Non -Owned Vehicles; o Employers' Non•Ownership. Before starting the Work, the Contractor will fileand make sure that all certifica tos of Insurance required by this Agreement are in the City's possession. Thiele certificates shall contain a provision that the coverage afforded under the polio les 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 and Miami -Dade County shall be named as additional insureds on the above-rafereaced policl,es. Contractor agrees that if any part of the Work under is subcontracted, they vhE require the Sub.00ntractor(s) to carry insurance as required, and that they vdil require the Sub• contractors) to famish to them insurance certificates similar -to those required by the City in this section. Cancellation and Re -insurance: if any insurance should be canceled or changed by the insurance company or shohnid any insurance expire during the period of this contract, the Contractor shall be responsible for securing other acceptable insurance to provide the coventge 0704119 -AMERICAN RAMPCOMPANY 13 Page 33 of/ 62 r specified in this section to maintain coverage during the life of this Agreement. 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. 11.2 Contractor shall maintain coverage with equal or better rating as required herein for the term of this Agreement. Contractor shall provide written notice to the City of any material change, cancellation and/or notice of non-rcnewai of the insurance at least 30 (thirty) days prior to the anticipated change or event. Contractor shall furnish a copy of the insurance policy or policies upon request of the City. 11.3 Contractor shall furnish copies of insurance policies pertaining to this Agreement to the City within ten (10) days of written request, If the initial insurance expires prior to the completion of the Work, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration. 11.4 The City reserves the right to require modifications, increases, or changes in the lnsuranee Requirements, and shall provide a thirty (30) day written notice thereof to the Contractor. ARTICLE 12 PERFORMANCE AND PAYMENT BOND Contractor is required to famish a Performance and Payment Bond in the amount of 100% of the total Contract Amount, with the City of Sunny Isles Beach and Miami -Dade County named as Obligees, as security for the faithful performance of the Contract and for the payment of all persons performing labor or furnishing of materials with connection herewith. The Performance and Payment Bond shall continue in effect throughout the contract term. The bonds shall be with a surety company authorized to do business in the State of Florida and having been in business with a record of successful and continuous operation for at least five (5) years. ARTICLE 13 INDEPENDENT CONTRACTOR 13.1 Contractor is an independent contractor under this Agreement, Services provided by Contractor or on Contractor's behalf pursuant to this Agreement shall be subject to the supervision of Contractor. in providing such services, neither Contractor nor its agents shall act as officers, employees, or agents of the City 'or Miami -Dade County. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City or Miami -Dade County are not available to Contractor, and agrees to provide workers' compensation Insurance for any employee, or entity working for the Contractor rendering services to the City under this Agreement. This Agreement shall not constitute or make the parties a partnership or joint venture. 12,2 It is understood and agreed that the relationship of Contractor to the City shall be that of an independent contractor, Nothing contained herein shall be deemed or construed to (a) make Contractor the agent, servant or employee of the City or Miami -Dade County, or (b) create any partnership, joint -venture or other association between Contractor -and the City or Miand-Dade County. Contractor shall not have the right to bind the City or Miami -Dade County to any 030-6118 -AMERICAN (LAMP COMPANY Page 34 of163 14 obligations whatsoever, and dtis Agreement shall not be construed to make the City or Miami - Dade County liable to any person or party for debts or claims of any character accruing to them against Contractor. 143 Contractor shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement, including specifically, but without limitation, where applicable, the Contract Work Flours and Safety -Standards Act, the Lead - Based Paint Poisoning Prevention Act and any other laws, ordinances and regulations made applicable to this Agreement by the Contract Documents or the source of funds. 14,2 Contractor warrants and represents to the City that the Project and all Work to be performed in connection therewith and in furtherance thereof shall conform to all applicable federal, state and/or local or municipal laws, rules, regulations, codes and ordinancesand with those ofany other governmental or quasi- goyernmental body having jurisdiction over the Project, or any portion thereof. Contractor has reviewed the Plans and Specificaiions and is satisfied that they do not call forconstruction that would violate such laws, rules, etc. Contractor will pay all employment, social security and other taxes imposed'upon it as an employer in connection with its performance of this Agreement and will furnish evidence, when requested by the City, showing that payment of all such taxes has been made. Contractor shall pay timely when due all local, state and federal taxes in connection with the Work to be performed hereunder and Contractor's business operations generally. 143 Contractor warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination .in connection with Contractors performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 14.4 Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services fundedby the City, including Titles I and Ii of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. 14Z Contractor affirms that it is aware of the provisions of Section 257.134(2)(a), Florida Statutes, regarding the discriminatory vendor list. Contractor understands that an entity oraffiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 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 030.6178 -AMERICAN ttAMP COMPANY Page 35 ofX 63 is with any public entity. Contractor further agrees that it shall not violate Section 287.134(2)(8), Florida Stamtes, and acknowledges and agrees that placement on this list during the term of this . Agreement may result in termination of this Agreement. ARTICLE 15, DEFAULT BY CONTRACTOR Default by Contractor. Any one or more of the following shall constitute an event of default ("Event of Default") by Contractor hereunder: (a) The breach by Contractor of any warranty or representation contained herein; (b) The failure of Contractor to perform or observe any term, provision, covenant, agreement or condition contained herein or in any of the other Contract Documents and the continuance of such failure forseven (7) days following written notice thereof from the City to Contractor, except that if the nature of the particular failure on the part of Contractor is such that, by its nature, cannot be cured, the City shall not be required to give Contractor notice of such failure, and such failure shall constitute an Event of Default immediately upon its occurrence; (e) The insolvency of Contractor; (d) The appointment of a receiver of Contractor, or of all or any substantial pari of its property, and the failure of such receiver to be discharged within thirty (30) days thereafter; (e) The admission by Contractor in writing of its inability to pay its debts generally as they become due; (f) The execution by Contractor of an assignment for the benefit of its creditors; (g) The filing by or against Contractor of a petition to be adjudged abankrupt, or a petition or answer seeking reorganization or admitting the material allegations of a petition filed against it in any bankruptcy or reorganization proceeding, or the act of Contractor in instituting or voluntarily being or becoming aparty to any other judicial proceeding intended to effect a discharge of the debts of Contractor, in whole or in part, or a postponement of the maturity or the collection thereof, or a suspension of any other rights or powers granted to the City herein or in any other documents executed in connection herewith; (h) The failure of Contractor to pay any money judgment against it before the expiration of thirty (30) days anter such judgment becomes final and no longer appealable; or (i) The failure of any attachment, sequestration or similar proceeding against any of Contractor's property to remain undischarged or unbonded by Contractor, or undismissed, for a period of thirty (30) days after the commencement thereof. 0)06178 -AMERICAN RAMPCOMPANY 16 Page 36 ofj Tt ARTICLE 16. THE CITY'S REMEDIES Without limitation of the right of the City to all remedies available to the City as otherwise provided herein, at law and/or in equity, upon (tie occurrence of an Event of Default, the City, at its option, without any further notice or demand whatsoever, which are hereby waived, may perform such acts or expend such sums as shall be reasonably necessary to remedy any such Event of Default and may deduct the cost thereof from payments then or thereafter due Contractor hereunder. Upon the occurrence of an Event of Default, at the City's option, and without prejudice to any other remedy the City may have, the City may terminate this Agreement and may finish the Work by whatever method the City may deem expedient, and to the extent the costs thereof shall reasonably exceed those which would have otherwise become due to Contractor hereunder had Contractor timely and properly performed its obligations under this Agreement, Contractor shall pay and reimburse the City on demand for such costs, together with interest thereon calculated at the maximum rate of interest allowed by applicable federal or state law. All rights and remedies of the City hereunder are cumulative of each other and of every other right or remedy which the City may otherwise have at law or in equity, and the exercise ofone or more rights or remedies by the City shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. No waiver by the City of any of its rights or remedies hereunder shall be considered a waiver of any other or subsequent right or remedy of the City, and no delay or omission in the exercise or enforcement by the City of any rights or remedies shall ever be construed as a waiver of any right or remedy of the City. ARTICLE 17. TERMINATION WIT14 OR WITHOUT CAUSE A. Termination with Cause. If the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, including but not limited to an Event of Default, the City shall have the right to terminate the Work then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor seven (7) days to cure such default. If the default remains uncured after seven (7) days the City may terminate Ibis Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement, City shall pay for services satisfactorily performed as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor shall be delivered to the City and the City shall compensate the Contractor -for all Work satisfactorily performed prior to the date of termination. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for 030-61 18 -AMERICAN RAMP COMPANY 17 r+ Page 37 of/ �i3 `i I s' the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination without Cause. The City may, for its convenience and without cause terminate the Work then remaining to be performed by Contractor at any time by giving Contractor seven (7) days written notice. The terms of Paragraph A(i) and A(ii) above shall be applicable hereunder, C. Termination for Insolvency, The City also reserves the right to terminate the remaining Work to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. ARTICLE 18. GOVERNING LAW VENUE; AND ATTORNEY'S FEES This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida, Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida, In theevent it becomes necessary for either party to file a lawsuit to enforce any term or provision under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party its costs and reasonable attorney's fees at the pretrial, trial and appellate levels. ARTICLE 19, AUDIT RIGHTS 19,1 Contractor's records which shall include but not be limited to accounting records, payroll time sheets, cancelled payroll checks, W -2's, 1099's, written policies and procedures, computer records, electronic records, disks and software, videos, photographs,_ subcontract files, originals estimates, estimating worksheets, correspondence, change order files (including documentation covering negotiated settlements), and any other supporting evidence necessary to substantiate charges related to, or Work performed under, this Agreement (all the foregoing hereinafter referred to as "records") shall be open to inspection and subject to audit and/or reproduction, during normal working hours; by the City to the extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted by the Contractor or any of his payees pursuant to the execution of the Agreement. Such records subject to examination shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this Agreement. 19,2 Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be kept in accordance with such statute. Otherwise, for the purpose of such audits, inspections, examinations and evaluations, the City shall have access to said records from the effective date of this Agreement, for the duration of the Work, and until 5 years after the date of final payment by the City to Contractor pursuant to this Agreement, 19,3 The City's agent or its authorized representative shall have access to the Contractor's facilities, shall have access to all necessary records, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this provision. The City 030 -6178 -AMERICAN RAMP COMPANY 18 r, Page 38 of 5e 6 3 or its authorized representative shall give auditees reasonable advance notice of intended audits. 19.4 If an -audit inspection or examination in accordance with this Article discloses overcharges in excess of 1% except negotiated fees by the Contractor to the City, the actual cost of the City's audit shall W paid by the Contractor. If the audit discloses contract billing or charges to which Contractor is not contractually entitled, Contractor shall pay over to the City said sum within 20 days of receipt of a written demand unless otherwise agreed to by both parties in writing. ARTICLE 20. CONTRACTOR DELAY Contractor shall be excused for the period of any delay in performance of any obligations hereunder when it is prevented from doing so by the wrongful or negligent acts or omissions of the City or by causes beyond either party's control, which shall include all labor disputes, civil disturbance, war, warlike operations, invasions, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fires or other casualties, adverse weather conditions, or acts of God. ARTICLE 21. FORCE MABURE Should any party fail to perform its obligations under this Agreement duo to a condition of force majeure, as that tern is interpreted under Florida law, and specifically including but not limited to Acts of God, hurricanes, Tropical Storms, fire, flood, earthquakes and the unavailability of materials, equipment or labor resulting from said events, then the time for performance of said obligation hereunder will be extended by a period reasonably commensurate with the cause of such failure to perform or cure. If the Contractor is delayed in performing any obligation under this Agreement due to a force majeure condition; the Contractor shall request a time extension from the City within three (3) working days of said force majeure occurrence. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Contractor for extra compensation unless additional services are required. Events of Force Majeure do not include acts or omissions of Sub- Contractors. ARTICLE 22. SITE INVESTIGATION AND REPRESENTATION 22.1 The Contractor acknowledges that it has satisfied itself as to the nature and location of the Work, the general and local conditions, particularly those bearing upon availability of transportation, disposal, handling and storage of materials, availability of labor, water, electric power, and roads, the conformation and conditions at the ground and all other matters which can in any way affect the Work or the Contract Amount, 22.2 The Contractor further acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials to be encountered from evaluating information included in the Contract Documents. Any failure by the Contractor to acquaint itself With all the provided information will not relieve Contractor From responsibility for properly estimating the difficulty or cost thereof under the Contract Documents. 0303119 -AMERICAN RAMP COMPANY 19 Page 39 ofX 63 f is 11 I9:, ARTICLE 23, PERMITS AND LICENSES ("PERMITS") Except as otherwise provided within tate Agreement, all permits and licenses required by federal, state or local laws, rules and regulations necessary for the prosecution of the Work undertaken by Contractor pursuant to this Agreement shall be secured and paid for by Contractor, Itis Contractor's responsibility to have and maintain appropriate Certificate(s) of Competency, valid for the Work to be performed and valid for the jurisdiction in which the Work is to be performed for all persons working on the Project for whom a Certificate of Competency is required, ARTICLE24. DEFECTIVE WORK 24.1. The City Manager or his designee shall have the authority to reject or disapprove Work which is found to be defective. If defective work is found, Contractorshall promptly either correct all defective work or remove such defective Work and replace it with non -defective Work. Contractor shall bear all direct and indirect costs of such removal or corrections including cost of testing laboratories and personnel. 24.2 Should Contractor fail or refuse to remove or correct any defective Work or to make any necessary repairs in accordance with the requirements of the Contract Documents within the time indicated in writing by the City, the City Manager or his designee shall have the authority to 'cause the defective work to be removed or corrected, or make such repairs as may be necessary at Contractor's expense. Any expense incurred by the City in making such removals, corrections or repairs, shall be paid for out of any monies due or which may become due to Contractor, or may be charged against the Contractor's Payment and performance Bond. In the event of failure of Contractor to make all necessary repairs promptly and fully, which is not cured in the Cure Period, the City Manager or his designee may declare Contractor in default. 24.3 If, within one (1) year after the date of Substantial Completion or such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, or by any specific provision(s) of the Contract Documents, any of the Work Is found to be defective or not in accordancewith the Contract Documents, Contractor, after receipt of written notice from the City Manager or his designee shall promptly correct such defective or nonconforming Work within die time specified by the City Manager or his designee without cost to the City. Nothing contained herein shall be construed to establish a period of limitation with respect to any other obligation which Contractor might have under the Contract Documents including but not limited to any claim regarding latent defects, 24.4 Failure to reject any defective work or material shall not in any way prevent later rejection when such defect is discovered, or obligate the City to final acceptance. ARTICLE 25, CORRECTION OF WORT( All Work not conforming to the requirements of the Contract Documents, or which is rejected by any governmental authority, will be considered defective. Contractor shalt promptly correct defects in the Work, whether observed before or after final completion of the Project and whether or not fabricated, installed or completed. Contractor shall bear all costs and expenses of correcting 0706118 -AMERICAN RAMP COMPANY 20 Page 40 of5V 63 r'; i 4 ; 's defective Work. The City may correct any defective Work (a) which Contractor does not undertake to correct within seven (7) days following written notice from the City to Contractor of the need for such correction or which Contractor thereafter fails to continue to correct with due diligence, or (b) without notice, in the case of an emergency. in the event the City undertakes to correct - defects in the Work as aforesaid, Contractor shall reimburse the City for all costs and expenses reasonably incurred In connection therewith promptly on demand, supported by reasonable documentation of such costs and expenses. The provisions of this paragraph will apply to Work done or furnished by Contractor or its employees. ARTICLE 26 WARRANTY OF CONSTRUCTION 26.1 The Contractor shall warrant that tate Work conforms to the Agreement and is free of any patent and/or latent defects of the workmanship from the date of Final Completion in addition to all applicable manufacturer warranties. This warranty shall be in addition to whatever rights the City may have under applicable law. The Contractor's obligation under this warranty shall be at its own cost and expense, to promptly repair or replace (including cost of removal and installation), that item (or part or component thoreof) which proves defective or fails to comply with the Agreement within the warranty period such that it complies with the Agreement. 26.2 Contractor warrants and represents to the City that the Work performed in'connection with the construction of the Improvements shall be done in a timely, good and workmanlike manner and substantially in accordance with the Contract Documents. Contractor covenants and warrants that title to all work, materials and equipment incorporated in the Work will pass to die City free and clear of all liens, claims, security interests or encumbrances. In addition, Contractor will obtain and provide, for the benefit of the City and its assigns, all customary warranties and guarantees in regard to any materials, equipment, furnishings and fixtures incorporated in the Work, said guarantees expressly being covered by the industry standard or better waftnty. ARTICLE 27. CHANGES IN WORK No change, modification, addition, deletion or other revision to the Work and/or the Contract Documents in furtherance of the Project shall be valid, binding or effective unless a written change order approved by the City and signed by the City and Contractor shall authorize the same. In the event of any such written change order approved by the City and signed by the City and Contractor, the value of the labor or materials, or -both, added or omitted from the Work to be performed in furtherance of the Project shall be computed and determined by Contractor, subject to the written approval and acceptance by the City, and the amount so determined shall be added to or deducted from the Contract amount. Contractor shall have no claim for additional work performed by Contractor unless such work has been done pursuant to a written change order approved by and signed by the City. and Contractor. If, as the result of any valid change order, the applicable changes in the Work may reasonably be expected to delay Contractor in achieving Completion of the Project, the City and Contractor may agree and stipulate In the written change order itself that the Scheduled Substantial and Final Completion Dates will be extended by the appropriate number of days corresponding to the anticipated delay. However, absent any such stipulation in the change order serving to extend the Scheduled Substantial and Final Completion Dates, the Scheduled Substantial and Final 030.6178 -AMERICAN RAMP COMPANY +T Page 41 of13 Completion Dates shall not be deemed to.be.extended and Contractor will be expected to achieve Completion of the Project on or prior to the Scheduled Substantial and Final Completion Dates. ARTICLE 28.' CONSTRUCTION OF WORK 28.1 Contractor shall, in a good and workmanlike manner and in accordance with this Agreement, prosecute and perform the Work described in and reflected on the Plans and Specifications. Contractor understands and acknowledges that the City is entering into this Agreement in reliance upon Contractor's special skill and abilities in performing the Work hereunder. Contractor shall supervise and direct the Work to be performed in connection with the Project using Contractor's best efforts, skill, judgment, abilities and attention, and Contractor shall be solely responsible for all fabrication, shipment, deliveryand installation means, methods, techniques, sequences and procedures, and for coordinating and implementing all portions of the Work to be performed under this Agreement. Contractor shall provide and pay for all labor, materials, equipment, tools, machinery, transportation, storage and other facilities and services. necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated In the Project. 28.2 Contractor shall atoll times enforce strict discipline and good order among Contractor's employees and shall not employ on the Project any unfit person or anyone not skilled in the task assigned them. Contractor will clean up and haul away all debris resulting from the performance of the Work hereunder and will at all times keep and leave the Project in as elm and orderly condition as the circumstances will permit. All materials, equipment, furnishings and fixtures incorporated in the Work will be new tmless'otherwise specified, and all Work to be performed hereunder will be of a good quality, free from faults and defects, and in conformance with the provisions of this Agreement, the Plans and Specifications and any other written instrument or document approved by the City and Contractor in writing and relating to the performance and prosecution of the Work in connection with the Project. ARTICLE 29. ADEQUATE SAFETY PRECAUTIONS 29.1 Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of its obligations pursuant to this Agreement. Contractor shall take reasonable precautions for the safely of, and shall provide reasonable protection to prevent damage, injury or loss to, (a) employees at the Project and other persons who may be affected thereby, (b) the Work and all materials and equipment to be incorporated therein, whether in storage on or off the Project site, and (c) all other property at the Project site or adjacent thereto, such as trees, shrubs, walkways, pavement, driveways, streets and utilities not designated for removal, relocation or replacement during the course of construction. Contractor shall erect and maintain, as may be dictated by the conditions surrounding the performance of the Work, reasonable safeguards for the safety and protection of all persons and property, including, without limitation, posting danger signs and warnings against potential hazards, promulgating safety regulations, and installing and maintaining safety and silt fencing around the perimeter of the Project site, if necessary, if and to the extent any hazardous materials or equipment or other unusual methods become necessary for the execution of the Work, Contractor shall exercise. utmost care and carry on such activities under the supervision of properly qualified personnel. 030-6176 - AMERICAN RAMP COMPANY 22 Page 42 of163 c rll 29.2 The Contractor warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinance. - 29.3 Contractor warrants that it will adhere to the applicable environmental protection guidelines for the duration of the Project, If hazardous waste materials are used, detected or generated at any time, the City Manager or his designee must be immediately notified by Contractor of each and every occurrence. The Contractor shall comply with all codes, ordinances, rules, orders and other legal requirements of public authorities (including, without limitation, OSHA, EPA, DERM, the City of Sunny Isles Beach, Miami -Dade County, State of Plorida, and Florida Building Code) which bear on the performance of the Work. ARTICLE 30, SUBCONTRACTORS All portions of the Work not performed directly by Contractor or Contractor's employees shall be performed under subcontracts that shall be subject to, and will conform to the requirements of this Agreement and the other Contract Documents. Promptly after acceptance and approval of the Plans and Specifications by the City, Contractor shall furnish to the City a written list identifying all subcontractors Contractor proposes to use for the Work to be performed hereunder, if any. The Contractor shalt assume the obligation to pay for and control the work performed by subcontractors, if any. ARTICLE 31. INSPECTION BY THE CITY The City shall, at any time and from time to time, Inspect the progress of the Work and to ensure that the same is being prosecuted and performed fully in accordance with the Contract Documents; provided, however, no inspection made by the City shall relieve Contractorof any of its obligations hereunder, including, without limitation, Contractor's obligations to correct defects in the Work and to provide the warranties set forth in this Agreement. Contractor shall be responsible for scheduling inspections with the City. In addition, the City shall, observe, inspect, monitor and test the Work performed hereunder and the progress of construction at the Project. Contractor shall be responsible for scheduling materials testing with the City. Contractor covenants and agrees that the City shall be permitted to visit and be on the Project from time to time for such purposes and Contractor shall use its best efforts to cooperate fully with the City in the performance of its duties and to supply the City with such materials and information as the City may reasonably request for such purposes. ARTICLE 32. COMMUNICATIONS WITH THE CITY As to any matter on which the City's input shall be required hereunder, Contractor shall provide the City with all necessary materials and information from which the City may formulate its input and thereafter provide the City with a reasonable opportunity to respond. Upon request by the City, Contractor shall prepare and distribute minutes of all meetings and cdnferences held with the.City to the participants of such meetings and conferences indicating Contractor's interpretation of the decisions reached and actions to be taken resulting therefrom. 0303178 -AMERICAN RAMP COMPANY 23 f Page 43 o ARTICLE 33, NO LIENS 33.1 So long as the City makes payments in accordance with the terms hereof, Contractor shall not voluntarily file, permit to be filed or otherwise impose any mechanic's, materialman's, laborer's or other similar lien or encumbrance on any portion of the Project. If any such lien, encumbrance or claim thereof is filed or otherwise Imposed, Contractor shall, immediately on request, and at no cost, charge or expense to the City, cause the same to be released, canceled and discharged of record. If any such lien, encumbrance or claim thereof is filed or otherwise imposed, and if Contractor shall not cause such lien, encumbrance or claim to be released, canceled and discharged promptly (and in no event later than thirty (30) days following written notice from the City requesting Contractor to do so), and the existence of such lien, encumbrance or claim hes resulted in or will soon result in a material adverse effect on the City or the City.'s business, the City shall have the right to pay all sums reasonably necessary to obtain such release, cancellation and discharge and the cost thereof shall be reimbursed to the City from Contractor on demand. 332 Contractor shall defend, indemnify and hold harmless the City and Miami -Dade County from and against any and all claims, losses, demands, causes of action or suits of whatever nature arising out of any such lien, encumbrance or claim thereof. Notwithstanding any provision contained herein which could be construed to the contrary, the City shall in no event be required to make payments to Contractor hereunder at any time when any such lien, encumbrance or claim thereof shall be outstanding. Additionally, the City may withhold from any payment due to Contractor hereunder such amounts as are necessary to pay any and all claims for which the City has received notice (for convenience, a "Claim Notice") from any person or party providing labor and/or materials, including, without limitation, specially fabricated materials, used in the construction of the • Project, and the City may pay such claims directly to such persons or parties as shah have provided the City with the Claim Notice. Any amounts so withheld shalt be in addition to any Retainage withheld from any payment due Contractor hereunder and may be retained by the City until such time as a release of such claim described in the Claim Notice is received by the City from the claimant in form and substance acceptable to the City. ARTICLE 34. OWNERSHIP OF DOCOMENTS AND DRAWINGS All drawings, models, renderings, together with any other documents or information prepared by Contractor specifically for the City in connection with the Project, shall be theproperty of the City. They shall not be used by Contractor on any project other than the Project unless expressly so authorized in writing by the City. In the event of a termination of this Agreement for any reason, Contractor will promptly deliver to the City the originals of all drawings, models and renderings prepared to the date of termination. The City shall have the right to use such materials solely for completion of the Project. ARTICLE 35. PUBLIC RECORDS The Contractor shall be required to comply with the following requirements under Florida's Public Records Law: (i,) Contractor shall keep and maintain public records required by the City to perform the service. 030-6179 -AMERICAN RAMP COMPANY 24 Page 44 of,/ (ii.) Upon request from the City, Contractor shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. (iii.) Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City. (iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all public records in 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 by Contractor to the City, upon request from.the City, in a format that is compatible with the information technology systems of the City. 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, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net, 18070 Collins Avenue, 4th Floor, Sunny Isles Beach, Florida 33160. ARTICLE 36, COMPLIANCE WITH COUNTY RULES Contractor and any subcontractor working on their behalf -shall comply with Miami -Dade County Ordinance No. 08.07, Chapter 26, "Miami -Dade County Park and Recreation Department Rules and Regulations, Article Ill, The Shannon Melendi Act." Contractor shall ensure that all its management, employees, volunteers, and subcontractors performing services at Haulover Park on. behalf of Contractor in connection with this Agreement: a. Have had nationwide criminal background checks conducted by a Professional Background Screener; b. Have been screened through the Florida Department of Law Enforcement Sexual Predator/Offender Database, and a check of the National Sex Offender Public Registry; c. Have been verified as being United States Citizens or having legal immigrant status employment; d. Wear picture identification at all times while on City or Miami -Dade County property and when in direct contact with patrons and the general public; and 01031}8 -AMERICAN RAMP COMPANY 25 Page 45 of 6� �- e. Retain all records demonstrating compliance with the background screening required herein for not less than three years beyond the end of the contract term. Contractor shall provide the City and Miami -Dade County with access to these records annually, or at the . request of the City or Miami -Dade County. ARTICLE 37. BINDING EFFECT This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, ARTICLE 38, SINGULAR AND PLURAL; GENDER Where required for proper interpretation, words in the singular shall mean the plural, and vice versa; the masculine gender shall include the neuter and the feminine, and vice versa. ,ARTICLE 39. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which are identical. ARTICLE 40. CONSTRUCTION The parties hereto each acknowledge and agree that this Agreement shall be construed without presumption of any rule requiring construction to be made against the party causing same to be drafted. ARTICLE 41. AUTHORITY Each person executing this Agreement, by their execution hereof, represents and warrants that they are fully authorized to do so, and that no further action or consent on the part of the party for whom they are acting is required to the effectiveness and enforceability of this Agreement against such party following such execution, ARTICLE 42. NOTICES Whenever either party desires to give written notice to the other, such must be addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until It shall have been changed by written notice given in accordance with theprovisions of this Article, Notice shall be deemed given on the date received or within 3 days of mailing, if mailed through the United States Postal Service. Notice shall be deemed given on the date sent via e-mail or facsimile, Notice shall be deemed given via courier/delivery service upon the initial delivery date by the courier/delivery service, For the present, the parties designate the following as the respective places for giving of notice: 030-6118 - AMERICAN RAMP COMPANY 26 Page l63 Pa e 46 ofl6;3 If to the City: Christopher J. Russo With a copy to: City Manager Hans Ottinot, City Attorney City of Sunny Isles Beach City of Sunny Isles Beach . 18070 Collins Ave. 40 Floor - 18070 Collins Ave. 4`h Floor Sunny Isles Beach, Florida 33160 Sunny Isles Beach, Florida 33160 'fel: (305) 792-170L Tel: (305) 792.1702 If to the Heather L. Ogden, Contractor: Senior Project Manager American Ramp Company 601 McKinley Ave Joplin, MO 64801 Tel: (417)206.6816 Fax: (417) 206-6888 Email: heather@americanrampcompany.com ARTICLE 43. SUCCESSORS, ASSIGNS AND THIRD PARTY BENEFICIARY 43.1 The Contractor's services are unique in nature and any transference without City approval shall be cause for the City to nullify this Agreement. Any assignment without the City's consent shall be null and void. The Contractor shall have no recourse from such cancellation, The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption agreement in a form satisfactory to the City as a condition precedent to considering approval of an assignment. 43.2 Without the prior written consent of the City, Contractor shall not assign any of its rights or delegate any of its duties hereunder. Any such attempted assignment or delegation, without the prior written consent of the City as aforesaid, shall be null and void. 43.3 Miami -Dade County shall be considered an express third party beneficiary of this Agreement and shall be entitled to assert all rights and remedies hereunder, provided they a) pertain to the scope of Work described in this Agreement, and b) do not involve any alteration of the Final Plans described in this Agreement, or result in any Change Orders resulting in an increased Contract Amount, without the express written approval of the City. Prior written approval from the City must be obtained by Miami -Dade County before Miami -Dade County asserts any rights under this Agreement. ARTICLE 44. AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this.Agreement and executed by the City and Contractor. 030-6178 -AMERICAN RAMP COMPANY 27 -L Page/ ofX 67J �' ARTICLE 4S. SEVERABILITY In the event the any provision of this Agreement is determined by a Court of competentjurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be excised from this Agreement, and the remainder of this Agreement shall continue in full force and effect. ARTICLE 46, ENTIRE AGREEMENT This Agreement constitutes the entire agreement and understanding, and supersedes all prior agreements and understandings, if any, whether written or oral, between the City and Contractor concerning the subject matter hereof, and there are no other covenants, agreements, promises, terms, provisions, conditions, undertakings or understandings, either oral or written, between them concerning the subject matter of this Agreement other than those expressly set forth herein. No subsequent alteration, amendment, change, deletion or addition to this Agreement shall be binding upon the City or Contractor unless in writing and signed by both parties to this Agreement. ARTICLE 47. CONFLICTING PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated herein by reference, and any term, statement, requirement or provision of this Agreement, the terms and conditions in this Agreement shall supersede and lake priority, (remainder of this page intentionally left blank) 070 -6178 -AMERICAN MMP COMPANY 28 Page 48 of.162 r;t 'IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. WITNESS: 130 0:na�6rl II "V +efr U P Print Name V CITY Or SUNNY ISLES BEACH BY: Christop er Russo, City Manager APPROVED AS TO FORM AND LEGA SB 1 V iI.:. 0 mot, Cit Attorney 070-6179 -AMERICAN RAMP COMPANY 29 Page 49 oft 672 601 McKinley Joplin, MO 64801 Toll-free 877 -RAMP -778 Local 417-206-6816 Fax 417-206-6888 saleg(&americanramocomnanv com aoac=e WWW.AMEAICANR AMPCOMPANY.COM Project Description: Haulover Park, Velosolutions Pumptrack Quote #Q21057 NJPA Contract # 030117 -ARC tl.. •:dw r...,+ve rtnvel iror,cn it Efdf1 K1 R7 S7 Category Item Total Planning/Design velosolutions Design Package $ 34,500.00 Mobilization Accommodations Housing, Per Diem, and Misc. $ 28,750.00 Accommodations Labor Superintendent/Machine operators $ 109,250.00 Machines Equipment Tools $ 11,500.00 Gas/Fuel, Grease, Consumables, Etc. Fill, subbase, Asphalt, etc. Materials Drainage, Misc, Construction $ 86,250.00 Materials Aesthetics Landscaping $ 17,250.00 Fencing Sub -Total $ 287,500.00 NJPADiscount-7% $ (20,225.00) Grand Total $ 267,375.00 Notes: • This quote includes payment and performance bonds as required by project. • Payment Terms are as follows: 25% Upon Contract Signing, 25% Upon Mobilization; 25°! Upon completion of earthwork, 26% Balance Upon Project Completion WE LOOK FORWARD TO BUILDING YOU A GREAT PARK! REA Nalionai Joinl Provers All(ance' "N)I'A Awarded Contract" # 0307.1.7 -ARC ATTACHMENT "A" Page 441ofX 62 50 CZ •wry ' i 11 I Ii I CZ •wry ' i Page XofX6--? 1 1, ', - a ':.i Grlf Rx 67 t& lc; 0;a tj «�2 6:» k \ \ 6 6) ƒ \ \ } - \ ) k \ § { E \ � E [ Grlf Rx 67 t& lc; 0;a tj «�2 6:» ±[ \$) \ Do 2( to g Oma z% 3§0 \/ \ og c. oe, »ed ag co o d 2°2 \/ /\ ®� dj) � �® z�> D �2 )\ m « n & m& 2¥ +1 a) 2¥ Gw \/ //// \}\ bF,,;dofx, z& \�\ i X14( � •. .. I%I i Nl �{ fR 1. f% 1�' I yrl• i. ' t + fR 1. iA IM Y'�A ip ,l`Ai 1ix�Ellit AN Awol �, lk Page/of/ I of/ c/ 63 z 0 0 A 0 amMAJ2 O 0 CJ k2 M N r co W ai (dj Q N N N -m c�N N'(� Lb O NI�LL �W c Exhibit 5 SURETY PERFORMANCE AND PAYMENT BOND By this Bond, We as Principal, whose principal business address is as Contractor under the contract dated 2017, between Principal and Miami -Dade County for the construction of Project No (herein after referred to as "Contract") the terns of which Contract are incorporated by reference in its entirety into this Bond and , a corporation, whose principal business address is as Surety, are bound to Miami -Dade County (hereinafter referred to as "Comity") in the sum of (U.S. dollars) $ , for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns, jointly and severally. TEE CONDITION OF THIS BOND is that if Principal: 1. Performs all the work under the Contract, including but not limited to guarantees, warranties and the curing of latent defects, said Contract being made a part of this bond by reference, and in the times and in the manner prescribed in the Contract, including any and all damages for delay; and 2. Promptly makes payments to all claimants, as defined in Section 255.05 0), Florida Statutes, supplying Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the contract; and 3. Pays County all losses, damages, including damages for delay, expenses, costs and attorney's fees, including appellate proceedings, that County sustains because of a default by Principal under the Contract, including but not limited to a failure to honor all guarantees and warranties or to cure latent defects in its work or materials within 5 years after completion of the work under the Contract; and 4. Performs the guarantee of all work and materials famished under the contract for the time specified in the Contract, including all warranties and curing all latent defects within 5 years after completion of the work under the Contract; then this bond is void; otherwise it remains in full force. If no specific periods of warranty are stated in the Contract for any particular item or work, material or equipment, the warranty shall be deemed to be a period of one (1) year from the date of final acceptance by the County. This Bond does not limit the County's ability to pursue suits directly with the Principal seeking damages for latent defects in materials or workmanship, such actions being subject to the limitations found in Section 95.11(3)(c), Florida Statutes. Any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect Surety's obligation under this Bond. RPQ No. 320802-12-001 PageXof,$4 3 W SURETY PERFORMANCE BOND (Cont'd) IN WITNESS WHEREOF, the above bounden pities have caused this Bond to be executed by their appropriate officials as of the day of 20 CONTRACTOR: (Contractor Name) 1m (President) (Managing Partner or Joint Venturer) COUNTERSIGNED BY RESIDENT FLORIDA AGENT OF SURETY: SURETY: (Copy of Agent's current Identification Card as issued by State of Florida Insurance Commissioner must be attached) By: (CORPORATE SEAL) RPQ No. 320802-12-001 (SEAL) Attorney -in -Fact (Power of Attorney must be attached) Page,�*fot�e (3 6�