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HomeMy WebLinkAboutSEOPW-CRA-R-00-0081RESOLUTION NO. SEOPW/CRA R-00-81 A RESOLUTION AUTHORIZING THE COMMUNITY REDEVELOPMENT AGENCY ("CRA") TO ENTER INTO A TEAMING AGREEMENT WITH ST. JOHNS COMMUNITY DEVELOPMENT CORPORATION ('ST. JOHN'S CDC") IN THE FORM OF EXHIBIT "A' ATTACHED HERETO AND MADE A PART HEREOF (THE "TEAMING AGREEMENT"), SUBJECT TO THE AVAILABILITY OF FUNDS FROM ACCOUNT NO.689005.055012.4.750. 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 enter into a Teaming Agreement with St. John's CDC. 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 CRA is hereby authorized to enter into a Teaming Agreement with St. John's CDC in the form of Exhibit A, subject to the availability of funds from account no. 689005.055012.4.750. Section 3. The resolution shall be effective upon its adoption. 1 ATTAC1.11A E N'T (S) CON iA �HZ) SEOPW/CRA 00— 81 PASSED AND ADOPTED on thus 24th day of July, 2000. APPROVED AS TO FORM AND CORRECTNESS: 77 Holland & Knight LLP CRA Legal Counsel Art}iiir F. 'reele, Jr., Chairman SEOPW/CRA L Exhibit A AGREEMENT THIS AGREEMENT entered into as of the 1st day of , 2000, 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 ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, a Florida not -for -profit corporation (the "ST. JOHN"). RECITALS I. 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"). A. The CRA requires the services of an experience developer experienced in the planning, design and construction of commercial developments and evaluating the feasibility of commercial developments and negotiating transactions, to advise and assist the CRA in carrying out the Redevelopment Plan as it relates to commercial development within the redevelopment area. B. ST. JOHN is an experienced not -for -profit commercial developer with extensive experience in the planning, design and construction of commercial projects, evaluating the feasibility of commercial projects and negotiating transactions. C. The CRA desires to retain the services of ST. JOHN to perform the services contemplated by this Agreement and ST. JOHN 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 ST. JOHN 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 , 2000, and shall continue until , 2001 (the "Expiration Date"), unless sooner terminated pursuant to the terms hereof. 3. Scope of Services. A T T A C E :1Kii T S) 3 CQTE SEOPW/CRA 60- SI A. ST. JOHN shall provide technical assistance to the CRA with respect to all aspects of business development and commercial development within the replacement area. ST. JOHN shall attend meetings and make recommendations to the CRA as required. At the request of the CRA, ST. JOHN shall provide to the CRA services within the scope of the services described on Exhibit "A' attached hereto and made a part hereof. The details of the services required to be performed by ST. JOHN shall be described in a work order ("Work Order") to be issued by the CRA. B. 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 ST. JOHN and the time schedule in which the work must be completed. Upon receiving the RFS, ST. JOHN and the CRA shall meet as soon as practicable to discuss the details of the assignment. Subsequent to the meeting, ST. JOHN shall submit to the CRA a proposal at no cost to the CRA. If the CRA and ST. JOHN 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. C. The services to be rendered by ST. JOHN 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. D. All work performed by ST. JOHN 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. ST. JOHN shall in the performance of services for the CRA comply with all applicable Federal, State and local laws, ordinances and codes. E. In the performance of services for the CRA, ST. JOHN 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 e€ he CRA upon request or as required by this Agreement, and maintain all notes tests A T T A C 7. sI, Z M T (5) 8�OPW/tRA 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 ST. JOHN is present. (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 meeting with the CRA. 4. CRA's Responsibilities. The CRA shall make available to the ST. JOHN 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 ST. JOHN pursuant to this Agreement shall be $50,000.00. The CRA and ST. JOHN shall execute Work Orders which shall establish the scope of services and the maximum amount of compensation to be paid to ST. JOHN with respect to each Work Order, subject to the maximum aggregate agreement amount of $50,000.00. Each Work Order shall establish the maximum compensation payable to ST. JOHN with respect to that aspect of the work covered by the Work Order and ST. JOHN 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 ST. JOHN 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 ST. JOHN 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 ST. JOHN 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 receit of the invoices, in t 'plicate. The 1. �' fs) SEOPW/CRA invoices shall include with respect to each Work Order the following information: 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, ST. JOHN 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 ST. JOHN 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 ST. JOHN shall not be required to do any of the following: A. Purchase or lease any property in the name of ST. JOHN. B. Incur any financial liabilities to third parties with respect any development obligations (i.e. ST. JOHN shall not be financially liable in connection with any development loans obtained by the CRA). C. Providing development services where ST. JOHN 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 ST. JOHN and the work schedule and time for performance. 9. Extra Work Expenses. If ST. JOHN 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 , t end a paym such extra A T T C L N %l r ',IT EOPW/CRA Cl' TEr'� work shall be the subject of a Change Order, and shall be approved by the CRA if, in the CR.A's reasonable opinion, such Change Order is warranted. 10. Conflict of Interest. A. ST. JOHN 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 ST. JOHN or its employees must be disclosed in writing to CRA. B. ST. JOHN 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. C. ST. JOHN will not participate in any new business or commercial venture within the redevelopment area without the prior approval of the CRA during the term of this Agreement. 11. Ownership of Documents. All reports, tests, studies, drawings, plans, specifications, survey information maps, computer media, and other data developed by ST. JOHN 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 ST. JOHN 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. 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 ST. JOHN shall be paid for services rendered up to the date of the notice, provided, however, that ST. JOHN 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 ST. JOHN under this Agreement shall become the property of the CRA, with the same provisions o use as et forth in Section 11 hereof. )° .f, 7 SEOPW/CRA C. It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter whatsoever which is given by the CRA to ST. JOHN pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by ST. JOHN for any other purposes whatsoever without the written consent of the CRA. 13. Award of Agreement. ST. JOHN 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. ST. JOHN 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. ST. JOHN 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 ST. JOHN's written request for CRA's consent. B. ST. JOHN 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 ST. JOHN and the CRA. ST. JOHN 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 ST. JOHN 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 ST. JOHN. 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 1r`es6fve9-tRe ri-- to au it records of ST. JOHN pertaining to this Agreement-��J{■y1yi}(yp]! uryrrg¢ i�f■�^ hereof, and ■ •Y{. `iJ fit 1i Y S� M i ■ M i 8 11 SEOPW/CRA for a period of three (3) years after final payment is made under this Agreement. 18. Insurance. During the term of this Agreement, ST. JOHN 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. ST. JOHN shall furnish certificates of insurance to the CRA prior to the commencement of any work under this Agreement, which shall clearly indicate that ST. JOHN 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 ST. JOHN of its liability and obligations under any portion of this Agreement. 19. Right of Decisions. All services shall be performed by ST. JOHN 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 ST. JOHN does not concur in the judgment of the Executive Director as to any decision made by him or her, ST. JOHN shall present its written objections to the Board of Directors of the CRA for a determination. 20. Non -Discrimination. ST. JOHN shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, handicap or marital status. ST. JOHN shall take affirmative action to ensure that applicants ..ire emp gyed, without regard to their race, color, religion, sex, age, national origin, handicap of marital � A T T A C H 1141 E N T (S) �SEOPWXRA' 9 1 C C M T A I IN E - I- (ciI 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. ST. JOHN agrees to post in conspicuous places, available to employees and applicants for employment, 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 ST. JOHN. ST. JOHN 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 ST. JOHN 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 ST. JOHN 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 ST. JOHN may cancel and terminate this Agreement, and all payments, advances or other compensation paid to ST. JOHN by CRA while ST. JOHN 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. ST. JOHN 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 ST. JOHN or any of its officers, agents, employees or subconsultants, whether direct or indirect, provided, however, that-ST,_JOHNshall.nat,he-Uble under this Section for damages or injury arising out -of or directly ca I ed by or A T T A C 1-1E M T fS1 SEOPW/CRg 10 CN , 111NrE 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 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. CRA: ST. JOHN: Executive Director ST. JOHN Community Development Corporation Way, Suite 430 1324 N.W. 3=d Avenue Miami, Florida 33131 Miami, Florida 33136 (305) 579-3324 Attn: David Days (305) 372-0682 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�ArPement Ghall rPmni i unmodified and in full force and effect. i A T T A C 1] 11 E X T () SEOPW/CRAB A • 'r r 11 0 N! A i 3"i L IN WITNESS WHEREOF, the parties hereto have, through their proper corporate officials, executed this Agreement, the day and year first above set forth. DEVELOPMENT profit ATTEST: Corporate Secretary APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Counsel ST. JOHN COMMUNITY CORPORATION, a Florida not -for - corporation By: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida By: Name: Robert Tyler Director of Operations and Administration Q T T Q C ! T.' w l SEOPW/CRAI CogT11E1 00- 81 EXHIBIT "A" SCOPE OF SERVICES 1. Property Identification and Acquisition a. To identify properties located in the redevelopment area as requested by the CRA (the "Properties") including with respect to the Third Avenue 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. ST. JOHN shall have no authority to bind the CRA. 2. Consulting Services to CRA 1. ST. JOHN 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. e. Assist in the development of a business plans and financial feasibility studies with respect to commercial development. A T T A C M ,IE..ilT 1P CONTAINED 'SEOPW/CRA 0- 81 3. Development Services a. ST. JOHN shall perform and complete such real estate development activities and services as requested by the CR.A. MIA1 #954340 v1 T T A C ss t3 , t . _ SEOPWXRA� MlAl #954340 vl EXHIBIT B Hourlv Rates i ATTACH MT s SEOPW/CRA JL CONTAINED 0_ F, I A 07/21/2000 FRI 13:35 FAX 3053724646 Z 007/011 CITY OF MIAM1, FLORIDA INTER -OFFICE MEMORANDUM TO: Chairman Teele and DATE: July 17, 2000 FILE. Honorable Members of the CRA Board SUBJECT: Teaming Agreement between CRA and St. John's CDC s FROM! Robert L. Tyler �1 REFERENCES; CRA Board Meeting of June 26, 2000 Dir. Of Op., Admin. & Dev. ENCLOSURES. Resolution and Agreement 0 11 L RECOMMENDATION It is respectfully recommended that the Board adopt the attached resolution authorizing the CRA to enter into a Teaming Agreement with St. John's CDC in the form of Exhibit "A" attached hereto and made a part hereof (The "Teaming Agreement"), subject to the availability of fund. BACKGROUND At the June 26, 2000 CRA Board Meeting, the Board adopted resolution SEOPW/CRA R-00-68 approving a grant of $50, 000 to St. John's CDC for the purpose of Economic Business Development. It is the intention of the CRA to utilize the services of St John's CDC as an extension of staff in the area of Community Economic Business Development, to assist businesses along the ;`d Avenue Corridor and CDC's in Overtown consistent with the CRA Redevelopment Plan. Funding Source:TIF Account Number: 689005.055012.4.750 SEOPW/CRA L1 SUL 21 20eO 14:52 3053?24646 PA15E.0?