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HomeMy WebLinkAboutOMNI-CRA-M-96-0014CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM Board of Directors DATE November 8, 1996 FILE . Community Redevelopment Agency SUBJECT Approval of National Development Council, Inc. Professional Services Agreement OM Herbert J. Bailey REFERENCES CRA Board Meeting Executive Directo of 11/18/96 ENCLOSURES: I RECOMMENDA . It is respectfully recommended that the Board of Directors of the CRA consider approval of the proposed Professional Services Agreement by and between the Community Redevelopment Agency and the National Development Council, Inc., for the period October 1st, 1996 through September 30, 1997 in an amount not to exceed $50,000. BACKGROUND: On November 17, 1994 the City Commission, by Resolution 94-804, authorized the execution of a Professional Services Agreement by and between the City and National Development Council, Inc., (NDC) with the purpose of stimulating economic and housing development in order to create new jobs, expand the tax base and redevelop certain areas. - Specifically, NDC was instrumental in: • obtaining HUD approval for the City to use $4.8 million dollars to restructure the Southeast Overtown/Park West Redevelopment District's debt and in orchestrating the entire process; • securing $2.5 million Section 108 loan financing to develop the Citadel food court; • securing FHA correspondence shield for the City's housing division; • initiating Section 108 application process for the Wynwood Foreign Trade Zone Complex and structuring the financing, as required by HUD; • pre -qualifying buyers for Poinciana Village Phase III • structuring financing for each Overtown Homeowership Zone Section 108 Loan/EDI Grant as recently submitted to HUD that will bring about 362 homeownership housing units to Overtown (the application has already cleared first hurdle in the application process); • implementing the Grow America Fund program in Miami. Through participation in the program, the CRA was able to .secure new financing for People's Barbecue through the Grow America SBA 7(a) program. As a direct result of this effort, the business has been fully operational at its new location for over two months and has extended its hours of operation to lunch and dinner. As a result of the $200,000 in new investment brought into the deal, 6 new jobs were created and 2 retained, and this $685,000 commercial project in Overtown was finally completed; and • initiating another Grow America effort, currently underway, that will bring $100,000 in new investment to a chicken processing plant currently under construction in Overtown. Through its participation in the deal, the CRA was able to assist the business in restructuring its debt, making it more manageable, thereby increasing working capital available to the business at start-up. The business will initially create an estimated 10 new jobs in Overtown and Allapattah once it starts operating within the next 60 days. Within one year, the plant is expected to have created 30 new jobs. The project brings $1,036,200 in new investment into the area. OIVINI IC' 9 6 e 14 I Additionally, the NDC is currently: • obtaining FHA/FNMAE financing of Poinciana Village, at the Southeast Overtown/Park West Redevelopment District; • exploring the possibility of using Affordable Housing Bonds for home -ownership in Overtown; and • assisting in various other financing products to complement development in the Southeast Overtown/Park West and Omni Redevelopment Districts. Given the NDC's effectiveness in the past four years of continued involvement in the area, and the fact that the need for their services still exists, we would like to recommend approval of enclosed Resolution and Professional Services Agreement. Attachment: Professional Services Agreement OMNIICRA 9 6 — 14 a�. PROFESSIONAL SERVICES AGREEMENT This agreement is entered into this day of , 1996, by and between the Southeast Overtown/Park West Redevelopment Agency and the Omni Community Redevelopment Agency, bodies corporate and politic of the State of Florida, hereinafter referred to collectively as "CRA' and the National Development Council, Inc., a private, not -for -profit corporation, hereinafter referred to as "CONSULTANT". RECITALS: WHEREAS, the CRA desires to stimulate economic and housing development in order to create new jobs, expand the tax base, and redevelop certain areas; and WHEREAS, the CRA desires to engage the CONSULTANT to render certain technical advice and financial assistance in connection with such undertakings of the CRA; and WHEREAS, the CRA extends its assistance to secure financing for residential and commercial projects located in the Southeast Overtown/Park West and the Omni Redevelopment Areas ("Projects"); and WHEREAS, the CONSULTANT can assist the CRA in developing programs and • identifying and funding Projects that will further the CRA's economic development and housing goals; NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto stipulate, understand and agree as follows: oMWICRA 9 6 - 14 I. TERM A. The term of this Agreement shall commence on October 1, 1996 and shall terminate September 30, 1997. B. The CRA or the CONSULTANT may cancel this agreement at any time with or without cause and without penalty, before the expiration of its term by giving the other parry written notice of such cancellation at least seventy-two (72) hours prior to the date of cancellation, subject to the terms of Section XV of this Agreement. II. SCOPE OF SERVICES The CONSULTANT shall perform all necessary services under this Agreement to secure financing for Projects, including, but not limited to, the following types of financing: 1. Industrial Financing 2. Commercial Financing 3. 501(C)(3) Financing 4. Housing Financing In addition to services relating to securing of financing, the CONSULTANT at the direction of the CRA shall perform and carry out certain other duties and procedures, by using the CONSULTANT's best efforts, as determined by the CRA, which shall include, but not be limited to, the following: 2 OMW/CRA 9 S — 14 A. Assist in securing and packaging loans using governmental and private sources for residential and commercial projects including, but not limited to, the following Southeast Overtown/Park West Redevelopment District projects: -The remainder of Poinciana Village Condominiums projects, -Sawyer's Walk Apartments, Condominiums, Townhouses, and incidental retail developments -Residential development projects planned for Cityblocks 25 and 36. ' B. Assist in the establishment and the implementation of various other low cost conventional loan programs as developed by the National Development Council. C. Assist in the establishment and implementation of new sources of revenue in the form of fees payable to the CRA. D. Further the CRA participation in the Grow America Fund, a Small Business Lending Corporation. Assist CRA in the local Administration of the program. E. Make available to CRA the service of 501(C)(3) projects, both housing and public facility. F. Make available the services of CDI Inc., a National Development Council Inc. subsidiary for the development and financing of single family and multifamily housing. G. Train CRA staff in the administration of programs A-F and be available for consultation after such training occurred. H. Be available for consultation regarding loans with business persons and ! developers during A-F. i III. COMPENSATION 3 ®MM/CRA 9 6 -- 14 A. The CRA shall pay to the CONSULTANT, an amount not to exceed $50,000 which shall constitute full and complete compensation from the CRA for the CONSULTANT's services hereunder, payable in amounts not to exceed the following: 1. $4,165 a month for eleven (11) months 2. $4,185 a month for one (1) month B. It is expressly understood and agreed that in no event will the total compensation and expense reimbursements, if any, to be paid hereunder exceed the maximum sum of $50,000 for all of the services required. It is further understood that the CRA shall bear sole responsibility for its payments to the CONSULTANT. C. Any fee income generated by the CONSULTANT and due to the CRA as a result of activities of the Grow America Fund, CDH or CDI shall be paid to the CRA within thirty (30) days of receipt by the CONSULTANT or its subsidiary, IV COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, regulations, rules and codes of federal, state and local governments. V. GENERAL CONDITIONS A. 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 registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on 4 OMM/6RA 9 6 - 14 which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CRA Herbert J. Bailey Assistant City Manager/Executive Director Community Redevelopment Agency 300 Biscayne Boulevard Way, Suite 400 Miami, Florida 33131 CONSULTANT National Development Council, Inc. 41 East 42nd Street, Suite 1500 New York, New York, 10017 B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. D. No waiver or breach of any provision of this Agreement shall constitute a .. waiver of any subsequent breach of the same or any provision hereof, and no waiver shall be effective unless made in writing. E. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the United States, State of Florida, County of Dade, or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 5 ®MNI/M 9 6 -- 14 VI. OWNERSHIP OF DOCUMENTS All documents developed by CONSULTANT under this Agreement shall be delivered to CRA by CONSULTANT upon completion of the services performed pursuant to Section 11 hereof and shall become the property of CRA, without restriction or limitation on their use. CONSULTANT agrees that any and all documents maintained' and generated pursuant to this contractual relationship between CRA and CONSULTANT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes (1987). It is further understood by and between the parties that any documents which are given by CRA to CONSULTANT pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by CONSULTANT for any •other purpose whatsoever without the written consent of CRA. Ii V11. NON-DELEGABELITY The obligations undertaken by CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CRA shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm unless CRA shall first consent in writing to the performance or attainment of such services or any part thereof by another person or firm. VHI. AUDIT RIGHTS 6 OVM/CRA 9 6 - 14 n91+r _.a CRA reserves the right to audit the records of CONSULTANT pertaining to any billings to CRA for time or expense at any time during the performance of this Agreement and for a period of one year after final payment is made under this Agreement. IX. AWARD OF AGREEMENT CONSULTANT warrants that it has not employed or retained any person employed by CRA to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by CRA any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. X. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. M. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and authorized assigns. i7 Omw/CRA 9 6 ''- 14 MI. INDEMNIFICATION CONSULTANT shall indemnify and save CRA and its officials harmless from and against any and all claims, liabilities, losses, and causes of action, which may arise out of CONSULTANT's performance under the provisions of this Agreement, including all acts or omissions to act on the part of the CONSULTANT, including any person performing under this Agreement for or on CONSULTANT's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the fault of CRA, and, from and against any orders, judgments or decrees which may be entered and which may result from CONSULTANT's performance under this Agreement, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. If CRA chooses to defend any action on behalf of itself, it shall bear its own costs of defense, and if the provisions of this indemnity provision are applicable, CONSULTANT shall indemnify CRA accordingly. In any event, CRA shall promptly notify CONSULTANT as soon as it has notice of any matter for which this indemnity provision may be applicable. XM. CONFLICT OF INTEREST CONSULTANT covenants that no person under its employ, who presently exercises any functions or responsibilities in connection with this Agreement, has any personal financial interest, direct or indirect, in the work product of this Agreement. 8 QMNIIV,RA 9 6 - 14 CONSULTANT further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of CONSULTANT or its employees must be disclosed to CRA. CONSULTANT, in the performance of this Agreement, shall be subject to all applicable laws and/or guidelines regarding conflict of interest promulgated by federal, state or local government. CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. XIV. rNDEPENDENT CONTRACTOR CONSULTANT and its employees, subconsultants and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of City, or any rights generally afforded classified or unclassified employees; furthermore, its agents or employees shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of the CRA. XV. TERMINATION OF AGREEMENT CRA retains the right to terminate this Agreement at any time, with or without cause, prior to the completion of the services required pursuant to Section II hereof without penalty to CRA. In that event, notice of termination of this Agreement shall be in 7 OlV1NI/CRA 9 6 - 14 nor•; writing to CONSULTANT who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CRA pay CONSULTANT an amount in excess of the total sum provided by Section III, A and B, of this Agreement. It is hereby understood by and between CRA and CONSULTANT that any payment made in accordance with this Section to CONSULTANT shall be made only if said CONSULTANT is not in default under the terms of this Agreement. If CONSULTANT is in default, CRA shall in no way be obligated and shall not pay to the CONSULTANT any further sum whatsoever under the Section. XVI. NONDISCRIlViINATION CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, age, national origin, or handicap, in connection with its performance under this Agreement. XVII. MINORITY PROCUREMENT COMPLIANCE CONSULTANT acknowledges that it has been furnished a copy of Ordinance No. 10062, the Minority and Women Business Affairs and Procurement Ordinance of the CRA of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 10 mm,CXA 9 6 - 14 i XVIII. CONTINGENCY QLAUSE `.i Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. i XIX. DEFAULT PROVISION 1 In the event that CONSULTANT shall fail to comply with each and every term j and condition of this Agreement or fails to perform any of the terms and conditions a contained herein, and if upon written notice from CRA and a reasonable opportunity to I cure said default is continuing, then CRA, at its sole option, and upon written notice to CONSULTANT, may immediately cancel and terminate this Agreement. Upon such termination by the CRA all payments, advances, or other compensation paid to i CONSULTANT by CRA under this Agreement shall be returned to CRA within ten business days. XX. ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only Agreement of the i parties hereto relating to said services and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations; or representations not expressly set forth in this Agreement are of no force or effect. 11 ®MM/CRA 9 6 - 14 . AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this day and year first above written. SOUTHEAST OVERTOWN/PARK WEST WITNESS: COMMUNITY REDEVELOPMENT AGENCY WITNESS: WITNESS: WITNESS: BY CHAIRMAN OMNI COMMUNITY REDEVELOPMENT AGENCY 12 BY CHAIRMAN CONSULTANT: NATIONAL DEVELOPMENT COUNCIL, INC. owfCRA 9 6 -- 14 CORPORATE RESOLUTION WHEREAS, National Development Council, Inc. desires to enter into a Professional Services Agreement with the Community Redevelopment Agency of the City of Miami; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the Community Redevelopment Agency of the City of Miami upon the terms contained *in the proposed contract to which this resolution is attached. DATED this day of , 1996 CHAIRPERSON OF THE BOARD OF DIRECTORS SECRETARY (SEAL) 13 14 �{, r