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HomeMy WebLinkAboutSEOPW-CRA-R-99-0018f r� i RESOLUTION NO. SEOPW/CRA R-99-18 A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR OF THE COMMUNITY REDEVELOPMENT AGENCY (THE "CRA") TO ENTER INTO AN AGREEMENT WITH GREATER MIAMI NEIGHBORHOODS, INC., A NOT -FOR -PROFIT CORPORATION ("GMN"), TO PROVIDE TECHNICAL ASSISTANCE TO THE CRA, TO MONITOR PROJECTS, TO PROVIDE ASSISTANCE TO COMMUNITY GROUPS OPERATING WITHIN THE REDEVELOPMENT AREAS, TO PROVIDE PROPERTY IDENTIFICATION SERVICES, TO CONDUCT DUE DILIGENCE SERVICES AND TO PERFORM AND COMPLETE REDEVELOPMENT ACTIVITIES AND SERVICES AS REQUESTED BY THE CRA. WHEREAS, the City of Miami approved and adopted the Southeast Overtown/Park West Community Redevelopment Plan, pursuant to Resolution Nos. 82-755 and 85-1247 (the "Redevelopment Plan"); and WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Redevelopment Area (the "Redevelopment Area") established pursuant to the Redevelopment Plan; and WHEREAS, the CRA desires to retain GMN to provide technical assistance to the CRA, to monitor projects, to provide assistance to community groups operating within the Redevelopment Area, to provide property identification services, to conduct due diligence services and to perform and complete redevelopment activities and services as requested by the CRA. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The Executive Director of the CRA is hereby authorized to enter into an agreement with Greater Miami Neighborhoods, Inc., a not-for- *rrw' *410 profit corporation, substantially in the form of Exhibit "A" attached hereto and made a part hereof to provide technical assistance to the CRA, to monitor projects, to provide assistance to community groups operating within the Redevelopment Area, to provide property identification services, to conduct due diligence services and to perform and complete redevelopment activities and services as requested by the CRA, which agreement will be for an amount not to exceed $75,000.00 to be paid from Special Revenue Community Development Block Grant Project No. 705125, assuming funds are provided, and no further action of the Board of Directors of the CRA is required in connection therewith. Section 3. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED on this 16 th day of August, 1999. Walter J. Fw6n an, City Clerk APPROVED AS TO FORM AND CORRECTNESS: `A51RA& m Holland & Knight LLP CRA Legal Counsel MIA1 #877781 v1 2 SBOPWI_ I AGREEMENT THIS AGREEMENT entered into as of the day of June, 1999, by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, a body corporate and politic of the State of Florida (the "CRA"), and GREATER MIAMI NEIGHBORHOODS, INC., a Florida not -for -profit corporation (the "GMN'). RECITALS A. The CRA is responsible for the implementation of the Southeast Overtown/Park West Community Redevelopment Plan, dated December, 1982, as amended from time to time (the "Redevelopment Plan"). B. The CRA requires the services of an experience developer experienced in the planning, design and construction of projects and evaluating the feasibility of projects and negotiating transactions, to advise and assist the CRA in carrying out the Redevelopment Plan. C. GMN is an experienced not -for -profit developer with extensive experience in the planning, design and construction of projects, evaluating the feasibility of projects and negotiating transactions. D. The CRA desires to retain the services of GMN to perform the services contemplated by this Agreement and GMN desires to perform such services on behalf of the CRA as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the CRA and GMN agree as follows: 1. Recitals: The Recitals to this Agreement are true and correct and incorporated herein by reference and made a part hereof. 2. Term: The term of this Agreement commenced on June 1, 1999, and shall continue until May 30, 2000 (the "Expiration Date"), unless sooner terminated pursuant to the terms hereof. 3. Scope of Services: A. GMN shall provide the services and technical assistance to the CRA with respect to those services described on Exhibit "A" attached hereto and attend meetings and make recommendations to the CRA as required. These services shall exclude the services described on Exhibit "B". B. In addition to the services described in Section 3(A) above, at the request of the CRA, GMN shall provide to the CRA services within the � 'k,.: scope of the services described on Exhibit "B" attached hereto and made a part hereof. The details of the services required to be performed by GMN shall be described in a work order ("Work Order") to be issued by the CRA. All requests by the CRA for services shall be made by a written request for services ("RFS") issued by the CRA. The RFS shall describe the work to be performed by GMN and the time schedule in which the work must be completed. Upon receiving the RFS, GMN and the CRA shall meet as soon as practicable to discuss the details of the assignment. Subsequent to the meeting, GMN shall submit to the CRA a proposal at no cost to the CRA. If the CRA and GMN agree on the amount of compensation and the schedule and time for completion of the work, then the CRA shall issue a Work Order and a Notice to Proceed. The services to be rendered by GMN for each respective Work Order shall commence within 24 hours upon receipt of the Notice to Proceed and shall be completed within the time agreed upon as shown in the Work Order. C. All work performed by GMN pursuant to this Agreement shall be performed with all applicable dispatch, in a sound, economical, efficient and professional manner and within the time and the manner required in the Work Order. GMN shall in the performance of services for the CRA comply with all applicable Federal, State and local laws, ordinances and codes. In the performance of services for the CRA, GMN agrees to: (1) strive to complete the work within the time allowed by maintaining an adequate staff of qualified employees and/or subconsultants for the performance of the work at all times. (2) be fully responsible for the professional and technical services required to be rendered in the performance of the work. (3) cooperate fully with the CRA in order that the work is properly scheduled, coordinated, and executed. (4) report the status of the work to the CRA upon request or as required by this Agreement, and maintain all notes, tests, studies and reports related work to the work open to inspection by. the CRA, at all times during the term hereof. (5) promptly deliver to the CRA copies of minutes of all relevant meetings relating to the Work Order at which GMN is present. 2 MOM CRA ,t r� I*ft� '°'"'' (6) be available for general consultation and advice at all times during the term of this Agreement. (7) provide progress reports to the Executive Director of the CRA and coordinate meetings with the CRA. 4. CRA's Responsibilities. The CRA shall make available to the GMN for its inspection and use all plats, maps, surveys, aerials, records and other information regarding any Work Order that the CRA has at its disposal. 5. Compensation. A. The maximum compensation to be paid to GMN pursuant to this Agreement shall be $75,000.00. Four Thousand and 00/100 Dollars ($4,000.00) per month for performing the services described in Section 3(A) which shall be paid monthly in arrears on the 1st day of each month. With respect to the work described in Section 3(B) the CRA and GMN shall execute Work Orders which shall establish the scope of services and the maximum amount of compensation to be paid to GMN with respect to each Work Order, subject to the maximum aggregate agreement amount of $47,000.00. Each Work Order shall establish the maximum compensation payable to GMN with respect to that aspect of the work covered by the Work Order and GMN shall bill the CRA on an hourly basis for services rendered up to the maximum amount established in the Work Order. (1) Each Work Order shall include all reimbursable costs and expenses and the costs for all subcontractors retained by GMN to perform various aspects of the work covered by the Work Order with the approval of the CRA. (2) With respect to each Work Order GMN shall bill the CRA on an hourly basis at the rates set forth on "Exhibit B" which rates include all reimbursable expenses other than those incurred by subcontractors retained by GMN with the approval of the CRA. The total hourly billing with respect to each Work Order shall not exceed the maximum amount set forth in the Work Order. (3) Compensation shall be paid monthly in accordance with invoices detailing the fees and expenses, for work performed during the immediate preceding calendar month. Payment shall be made within thirty (30) days following the CRA's receipt of the invoices, in triplicate. The invoices shall include with respect to each Work Order the following information: 3 r, , SEOPWICYO 5 approved Work Order. period. (A) Total contract amount pursuant to the (B) Percent of work complete to date. (C) Total amount paid to date. (D) Amount previously billed. (E) Amount of invoice. (F) Summary of work done during the billing (G) Invoice number and date. Upon request by the CRA, GMN shall provide to the CRA with detailed backup information to support the hours of work performed for all or part of the billing period. 6. Extension of Expiration Date. In the event the GMN is engaged in any work under a Work Order on the Expiration Date, then this Agreement shall remain in effect until completion of the Work Order. No new Work Orders shall be issued after the Expiration Date. 7. Excluded Services. In performing its obligations under this Agreement GMN shall not be required to do any of the following: A. Purchase or lease any property in the name of GMN. B. Incur any financial liabilities to third parties with respect any development obligations (i.e. GMN shall not be financially liable in connection with any development loans obtained by the CRA). C. Providing development services where GMN is requested to be financially "at risk." 8. Schedule of Work. The CRA shall have the sole right to determine which work shall be assigned to GMN and the work schedule and time for performance. 9. Extra Work Expenses. If GMN has incurred extra work or expense due to changes in the scope of the assignment requested by the CRA after any Work Order is issued by the CRA, then the payment for such extra 4 work shall be the subject of a Change Order, and shall be approved by the CRA if, in the CRA's reasonable opinion, such Change Order is warranted. 10. Conflict of Interest. A. GMN covenants that it will not provide or propose to provide services to the CRA in connection with any work with respect to which any person under its employ who exercises any functions or responsibilities in connection with this Agreement has any direct or indirect personal financial interest. Any such interests on the part of GMN or its employees must be disclosed in writing to CRA. B. GMN is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws with respect to this Agreement. 11. Ownership of Documents. All reports, tests, studies, drawings, plans, specifications, survey information maps, computer media, and other data developed by GMN for the purpose of this Agreement shall become the property of the CRA without restriction or limitation upon use and shall be made available by GMN at any time upon request of the CRA. When any work contemplated under this Agreement is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the CRA. GMN shall provide computer disks with respect to each project. Any reuse of the documents by the CRA for purposes other than what such documents were intended for shall be at the sole risk of the CRA. 12. Termination and Suspension of Agreement. A. Each party retains the right to terminate this Agreement at any time prior to the completion of the work without penalty to the other party. In such event, the terminating party shall give written notice of termination to the other party (and if the CRA is the terminating party GMN shall be paid for services rendered up to the date of the notice, provided, however, that GMN is not in default under the terms of this Agreement and as set forth in Section 23 hereof). B. In the event of termination, all documents, plans, and other documents developed by GMN under this Agreement shall become the property of the CRA, with the same provisions of use as set forth in Section 11 hereof. C. It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter 5 whatsoever which is given by the CRA to GMN pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by GMN for any other purposes whatsoever without the written consent of the CRA. 13. Award of Agreement. GMN warrants that it has not employed or retained any company or person to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other consideration contingent upon or resulting from the award or making of this Agreement. GMN also warrants that to the best of its knowledge and belief no Member of the Board of Directors of the CRA or other officer or employee of the CRA is interested directly or indirectly in the profits or emoluments of this Agreement. 14. Subconsultants. A. GMN may retain subconsultants to assist it, where necessary to provide the services contemplated by this agreement provided it first obtains the prior written approval of the CRA. The reasons for hiring subconsultants or for the replacement of the subconsultants shall be detailed in GMN's written request for CRA's consent. B. GMN shall be responsible for all the work of its organization, employees and its subconsultants. Nothing contained in this Agreement shall create any contractual relationship between any of the subconsultants working for GMN and the CRA. GMN agrees and understands that it is in no way relieved of any responsibility under the terms of this Agreement by virtue of any other professional who may associate with it in performing the work. 15. Entire Agreement. This Agreement represents the entire and integrated agreement between the CRA and GMN and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument executed by CRA and GMN. 16. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns. 17. Right to Audit. The CRA reserves the right to audit records of GMN pertaining to this Agreement anytime during the term hereof, and for a period of three (3) years after final payment is made under this Agreement. 1-' 9 SEOP WI CRA vi 18. Insurance. During the term of this Agreement, GMN shall maintain the following insurance coverages: A. Liability insurance in an amount not less than $500,000. The CRA shall be named as an additional insured and there shall be no exclusions in such policy to override the CRA coverage. B. Automobile Liability Coverage in an amount not less than $300,000 for each driver Bodily Injury and Property Damage combined. C. Worker's Compensation and Employer's Liability coverage in accordance with statutory requirements. GMN shall furnish certificates of insurance to the CRA prior to the commencement of any work under this Agreement, which shall clearly indicate that GMN has obtained insurance in the type, amount and classification as required for strict compliance with this Section and that no material change or cancellation of the insurance shall be effective without the thirty (30) days written notice of the CRA. Compliance with the foregoing requirements shall not relieve GMN of its liability and obligations under any portion of this Agreement. 19. Right of Decisions. All services shall be performed by GMN to the satisfaction of the Executive Director of the CRA who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, quality, amount, and value thereof, and the Executive Director's decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that GMN does not concur in the judgment of the Executive Director as to any decision made by him or her, GMN shall present its written objections to the Governing Board of the CRA for a determination. 20. Non -Discrimination. GMN shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, handicap or marital status. GMN shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, age, national origin, handicap or marital status. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. GMN agrees to post in conspicuous places, available to employees and applicants for employment, SEOPW/CRA notices to be provided by the personnel officer setting forth the provisions of this Equal opportunity Clause. 21. Construction of Agreement. The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. 22. Independent GMN. GMN and its employees and agents and any subconsultants and their employees 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 generally afforded employees; further they shall not be deemed entitled to Florida workers' Compensation benefits as employees of the CRA. 23. Non-Delegability. It is understood and agreed that the obligations undertaken by GMN pursuant to this Agreement shall not be delegated or assigned to any other person or firm without the CRA's prior written consent, which may be withheld at CRA's sole discretion. 24. Default Provision. In the event that GMN shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then the CPA, in addition to all other remedies available by law, at its sole option, upon written notice to GMN may cancel and terminate this Agreement, and all payments, advances or other compensation paid to GMN by CRA while GMN was in default of the provisions herein contained, shall be forthwith returned to CRA. 25. Contingency Clause. Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 26. Indemnification. GMN covenants and agrees that it will indemnify and hold harmless the CRA, its officers, agents and employees from any and all claims, losses, damages, costs, charges or expenses arising out of or in connection with the negligent acts, actions, or omissions of GMN or any of its officers, agents, employees or subconsultants, whether direct or indirect, provided, however, that GMN shall not be liable under this Section for damages or injury arising out -of or directly caused by or resulting from the sole negligence of the CRA or any of its agents, officers or employees. The indemnity provided herein is not limited by reason of any particular insurance coverage in this Agreement. 27. Notices. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be 8 , 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 which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 101 Executive Director 300 Biscayne Boulevard Way, Suite 430 Miami, Florida 33131 (305) 579-3324 GMN: Greater Miami Neighborhoods, Inc. ATTN: Agustin Dominguez 1460 Brickell Avenue, Suite 309 Miami, Florida 33131 (305) 374-5503 28. Amendments. No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 29. Miscellaneous Provisions. A. Title and paragraph headings are for convenient reference and are not a part of this Agreement. B. 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. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase 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. 9 ,�LCPWICRA on IN WITNESS WHEREOF, the parties hereto have, through their proper corporate officials, executed this Agreement, the day and year first above set forth. ATTEST: GREATER MIAMI NEIGHBORHOODS, INC., a Florida not -for -profit corporation I' Corporate Secretary Title: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida Name: APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Counsel Executive Director 10 q- IRM 1. EXHIBIT "A" SCOPE OF SERVICES Technical Assistance, Program Compliance/Liaison Support Activities A. Planning, Coordination of Margaret Pace Park Improvements B. Technical Assistance, Program Compliance to Complete Phase III of Poinciana Village C. Providing, Planning, Coordination and Technical Assistance to the Black Archives Historic Folklife Village Development D. Technical Assistance to Mt. Zion Development, Inc. -Affordable Housing Development/African Heritage and Technology Center -NW 3rd Avenue Business Corridor Economic Development Support E. Technical Assistance and Program Compliance to Bethel African Methodist Episcopal (BAME) Community Development Corporation's New John Community F. Technical Assistance and Program compliance to St. John Community Development Corporation's Affordable Housing Development Project (96 units) G. Technical Assistance and Program Compliance to Power Faith and Deliverance Ministries Inc. (Basic Training) Housing Development and Operations Center H. Northwestern Estates Residential Development I. Historic Designation Activities in CRA Areas J. Technical Assistance to Historic Lyric Theater Redevelopment K. Planning and Development of Infrastructure Improvements in the Historic Overtown Folklife Village L. Completion of Northwest 9th Street Pedestrian Malls M. Miscellaneous Business Activity; i.e. Development, Expansion, Relocation of Recording Studios, Pharmacy, First Class Laundromat/Dry Cleaner and Communication Companies to Overtown N. Establishment of an Artists District including Art Studios and Residences O. Improvement of Infrastructure and Entranceways, Signature Lighting, and Landscaping in the Omni Area P. Planning and Development of North Bayshore Drive Extension from Northwest 19th Street to 20th Terrace in Omni Area Q. Liaison to the Omni Advisory Board R. Staff Support/Liaison to Overtown Advisory Board S. Technical Assistance/Liaison Optimist Activities T. Coordination of Fund Requests from Eligible Sources e.g. Federal, State, Foundations 11 SE©PWICRA. f� ill i.� �. _ U. Establishment of Pilot Infrastructure Improvement and Maintenance Program in Park West -Special Coordination with: Private Sector, the Downtown Development Authority, Florida Department of Transportation, and Appropriate County, and City Departments V. Plan/Coordinate/Design Special Lighting, Security District in Park West (Pedestrian Enhancements) W. Planning, Coordination Phase IV Poinciana Village (91 Unit — High Rise) X. Technical Assistance, Coordination, Development Sawyer Walk (3 city blocks) Y. Planning, Coordination of Overtown Parks: Gibson, Gibson Park Annex, Williams, Range, Dorsey and Reeves Park 12 SErjFW/C.RA. on EXHIBIT "B" ADDITIONAL SERVICES 1. Property Identification and Acquisition a. To identify properties located in the City of Miami as requested by the CRA (the "Properties") including with respect to the Third Avenue Business Corridor. The identification process shall include, but not be limited to information on the street number, legal description, dimension or size, whether the property is vacant or improved, the type of improvement on the property, whether the improvement is currently being used and an overall assessment of the condition and age of the improvements. b. Determine the feasibility of the use of the identified Properties for the intended purpose by the CRA. C. Perform due diligence studies of the Properties, as directed by the CRA, including without limitation, obtaining surveys, environmental reports, appraisals, and similar tests and studies appropriate. d. As directed by the CRA, negotiate with property owners for the purchase or lease of the Properties approved by the CRA. All purchase agreements and leases shall be on such terms and conditions acceptable to the CRA and such purchase agreements an/or leases shall be executed by the CRA. GMN shall have no authority to bind the CRA. 2. Consulting Services to CRA 1. GMN shall perform consulting services for the CRA related to the following: a. The performance and completion of feasibility studies and capital needs assessments as requested by the CRA. b. To provide construction management and inspection services as required and directed by the CRA. C. Assist the CRA in identifying funding sources. d. Assist the CRA in developing requests for proposals. 3. Development Services a. GMN shall perform and complete such real estate development activities and services as requested by the CRA. MIA1 #850998 A 13 SEOP'W I Cite!► _