HomeMy WebLinkAboutOMNI-CRA-R-99-0013V
RESOLUTION NO. OMNI/CRA R-99-13
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 Omni Area
Redevelopment Plan, pursuant to Resolution Nos. 86-868 and 87-604 (the
"Redevelopment Plan"); and
WHEREAS, the CRA is responsible for carrying out community
redevelopment activities and projects in the Omni 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 -
profit corporation,.. substantially_in_ the_.form of Exhibit "A" attached hereto
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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.
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Arthur E. Teele, Jr., Chairma
APPROVED AS TO FORM
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
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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
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 RIPS, 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.
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(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:
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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
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
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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.
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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,
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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 CRA, 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
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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.
NM
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.
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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
USA
Corporate Secretary Title:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and
politic of the State of Florida
By:
Name:
APPROVED AS TO FORM AND
CORRECTNESS:
Holland & Knight LLP
CRA Counsel
Executive Director
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EXHIBIT "A"
SCOPE OF SERVICES
1. 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 CPA 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
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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
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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.
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