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.
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ATTAC1.11A E N'T (S)
CON iA �HZ)
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PASSED AND ADOPTED on thus 24th day of July, 2000.
APPROVED AS TO FORM
AND CORRECTNESS:
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Holland & Knight LLP
CRA Legal Counsel
Art}iiir F. 'reele, Jr., Chairman
SEOPW/CRA
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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.
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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
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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
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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
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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
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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
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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
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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
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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.
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
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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.
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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
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EXHIBIT B
Hourlv Rates
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ATTACH MT s SEOPW/CRA
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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
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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
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