HomeMy WebLinkAboutOMNI-CRA-R-02-0062ITEM 11
RESOLUTION NO. OMNI/CRA R-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OMNI COMMUNITY
REDEVELOPMENT AGENCY (CRA) AUTHORIZING THE EXECUTIVE DIRECTOR TO
ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH MIAMI PARKING
AUTHORITY (DEPARTMENT OF OFFSTREET PARKING), IN A FORM SUBSTANTIALLY
ACCEPTABLE TO GENERAL COUNSEL AND THE EXECUTIVE DIRECTOR FOR THE
PURPOSE OF CONSTRUCTION AND MANAGEMENT FOR PARKING UNDER I-395.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE OMNI
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 Executive Director is hereby authorized to enter into a memorandum
of understanding with Miami Parking Authority (Department of Offstreet Parking), in a form
substantially acceptable to General Counsel and the Executive Director for the purpose of construction
and management for parking under I-395..
Section 3. This resolution shall be effective immediately upon its adoption.
PASSED AND ADOPTED this 29`h day of July, 2002.
Priscilla A. Thompson
Clerk of the Board
APPROVED AS TO FORM
AND CORRECTNESS:
Alejandro Vilarello
CRA General Counsel
Arthur E. Teele, Jr., Chairman
SEOPW/CRA
02- 133
q,CRA, CRA AGENDA July 29, 2002
02- 62
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To: Chairman Teele and
Members of the CRA Board
From: Annette Lewis 4j)
Acting Executive Director
ITEM 11
Date: July 18, 2002 File:
Subject: MOU with Miami Parking
Authority (Department of
Offstreet Parking)
References:
Enclosures: Resolution
RECOMMENDATION
It is respectfully recommend that the CRA Board of Director approve the attached resolution
authorizing the Executive Director to enter into a memorandum of understanding with Miami Parking
Authority (Department of Offstreet Parking), in a form substantially acceptable to General Counsel and
the Executive Director for the purpose of construction and management for parking under I-395.
BACKGROUND
Miami Parking Authority is the authority within the City of Miami that has exclusive rights to control
parking within the City of Miami limits. As a result of the expertise possessed by the authority and
where revitalization of the Redevelopment area is within the purview of the CRA, the coming to terms
on how to implement related plans to address the parking issues requires the cooperation of our two
entities to be successful in doing so.
Funding Source: N/A
Account Number: N/A
SEC?W/CRA
CRA
(;t��z CRA VGDA July 29, 2002
ci+
L
ITEM 11
MEMORANDUM OF UNDERSTANDING WITH MIAMI
PARKING AUTHORITY (DEPARTMENT OF OFFSTREET
PARKING)
Includes:
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OMNI/CRA SEOM CRA
02-- 62 02� 13a
JUL-2U-202 THU U1:19 PM MIAMI PARKING AUTHORITY FAX NO. 33059450850
P. 02
OPERALING AGREEMENT lMR
095 PARKING tQ MT1( IDS
This Agreement is made this day of 2002, by and between the
Community Redevelopment Agency C"CRA") and the Department of Off -Street Parking of the
City of Miami ("DOSP").
A. The Florida Department of Transportation CTD OT") is the owner of the real
property known as the T-39$ right-of-way ( the 1�-operty").
B. MOT and CRA have entered into an agreement to use the Property for the
purpose of parking;.
C. The Property includes the right-of-way underneath 1-395 bounded to the east by
N.E. 20° Avenue and to the west by N.W. Miarni Court.
D. DOSP is experienced in the construction, management and operation of parking
facilities.
E_ The CRA wishes to engage the services of DOSPfor the construction, operation,
maintenance and management of the above -referenced parking facilities and wishes
to accept the engagement on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein set
forth, the City and DOSP agree as follows:
1, REMAU: The recitals are true and are hereby incorporated into and made a part of
this Agreement.
2. Mg—M, The term of this Agreement shall commence upon full execution hereof (the
"Commencement Date") and shall end twenty (20) years therealler. The term may be extended
for one (1) ten (10) year renewal period by mutual written agreenent-
3. DEStGI ,, tCONSMUCIM AND E1NANMM QP PARKRjQ .AC- UTMS: CRA
shaIl be primarily responsible for the design, construction and financing of the parking facilities.
The CRA may call upon DOSP for either assistance in the planibig and development or to take
the lead in the design and construction of the parking facilities.
4, OPERA.T1 N AkQ MAXNIE�T OF AA KINQ FACU-ITIES: DOSP shall be
responsible for the operation, management and maintenance of tl:ie parking facilities. DOSP shall
be, and is hereby authorized to employ all personnel necesf ary for the performance of its
responsibiei#i as hereunder. The maximum rates for the use of the parking facilities by the public
shall be established by City Ordinance through the recommendation of CRA and DOSP, and
SEO.PW/CRA
Cli��/CRA
02- 62 02- 133
JUL-2O-ZUU2 THU U1;19 PM MIAMI PA
, PARKING AUTHORITY FAX N0. 33059450850
P. 03
DD 10-) A [F 7
DOSP shall not have the right to alter or change the maximum allowed parking rates without the
City's -written approval.
r • :.r •: •�,. r•
A. DOSP shall be responsible for the day-to-day maintenance and operation of the
parking facilities and shall be responsible for keeping the properties in a neat and
clean condition at all times,
S. DOSP shall provide the personnel necessary to. monitor the parking facilities
during operating hours. It is initially anticipated thtat each facility will be equipped
with a master meter for daily, transient parking and permits for monthly parkers,
staff and employees. The operational responsibilities will be handled mainly by the
Parking Lot Attendant Specialist, an employee of DOSP, who will be cross -trained
to perform a number of duties, including but not limited to, greeting and informing
parker$, collecting revenues, enforcing and providing security. Additionally, the
Parking Lot Attendant Specialist will provide light housekeeping for the parking
lots, including litter pick-up and sidewalk sweepigl .
C_ DOSP shalt ensure that employees at the parking hats are properly uniformed, so as
to present a neat, clean and professional appearance at all times,
D. If requested by the CRA, DOSP shall, on an around -the -clock basis, or as
otherwise required by the CRA, from time -tag -time, coordinate for qualified
personnel to provide necessary equipment, trained personnel and vehicles for
battery assistance, tire changing and distress services for vehicles parked in the
parking lots_ DOSP may charge, in addition to rgMar parking charges, reasonable
fees, approved in writing by the City, for towing of vehicles on or off the parking
lots for mechanical purposes, and such fees shall be included in Gross. Revenues.
All authorized charges for services, if authorized by the City, shall be prominently
and publicly posted, as may be required by the City. The cost of maintaining this
service will be an Operating Expense and the revenues shall be included in Gross
Revenues.
E. DOSP shall maintain a record of time for use by all hourly employees.
A. DOSP shall collect daily all moneys deposited in the master meter which, together
with all other moneys paid or payable to DOSF for parking related transactions
made and for services rendered by DOSP in the operation of the parking lots,
regardless of when or where the services are rendered, are referred to herein as
"Cross Revenues".
2
5ECpW / CRA
0IVWTI/C_!A ovi6t a n
02- 62
JUL-Cb-000L IHU Ul:;�U FM MIAMI FAKKING AUTHUHITY FAX NO. 33Ub94U08UU
P. 04
B. DOSP will be responsible for processing and rendtting appropriate sales talc and
parking surcharge amounts due from all eollectiow. made.
C. DOSP shall submit to the CRA reports, in such form as the CRA shall from time to
time reasonably require, showing all monthly activity and Gross Revenue
summaries and certifications, to be reconciled to daily or weekly reports.
Additionally, DOSP shall submit to the CRA monthly summaries and the CRA may
reasonably require certifications of Operating Expenses together with such
supporting documentation required by the CRA, ]For purposes of this Agreement,
the term "Operating Expenses' shah mean all costs and expenses incurred or paid
by DOSP in connection with the operation of the parking lots located on the
Property. Operating Expenses include, but are not limited to Salary & Wages,
Fringe Benefits, including Social Security, group insurance, retirement costs, etc.,
paid to all personnel involved in the operation of the Property, including overtime,
vacation, sick time, accrued vacation and sick time earnings; material and supply
costs; insurance premiums and related costs, including liability, workmen's
compensation and others. Also included in the definition of Operating Expenses
are payment of the management and administrative fees, collectively referred to as
the "Fee", and fiuther defined in paragraph seven. The CRA may require DOSP to
obtain„ annually, an examination made in accoMance with generally accepted
auditing standards and management letters prepared and attested to by an
independent certified public accountant, licensed hi the State of Florida, acceptable
to the CRA as to Gross Revenues and/or Operating Expenses arising from
operations under this Agreement, prepared in conformance with. the American
Institute of Certified Public Accountants' requirements for "Special Reports." The
cost of such reports shall be included as an Operating Expenses.
D. Monthly reports are due within thirty (30) calendar days of the close of the
reporting period, while annual reports are due yvithin ninety (90) calendar days
following the close of the reporting period.
E. The CRA. shall have the right to audit, examine, review and copy all records
relating to operations under this Agreement, during normal working hours at the
Administrative Offices of DOSP, 190 NE Thud Street, Miami, Florida, during the
term of this Agreement and within three (3) years after the end of the fiscal year.
DOSP shall maintain, during the term of this Agreement, all books of account and
records of Gross Revenues and Operating Expenses, in conformance with
generally accepted accounting principles and to the satisfaction of the CRA's
Department of Internal Audit.
F. Annually, on a date to be provided to the CRA, DOSP shall submit to the CRA an
annual budget, hereinafter referred to as "Budget", on a form(s) prepared or
approved by the CRA, listing all anticipated operating expenses and casts,
including types, quantities and estimated costs, required by the subsequent fiscal
year as defined by State law, the costs of Insurance specifically required by this
3
ECP7 tl /CRA
02 /^ 62 02- 133
J UL-Lb-'LUU;� THU U 1 , ?U FM M I AM I PAKK I NG AU NOR 1 `I'Y FAX NO, 33059450850
Agreement, and any expense for deductible loss sustained by DOSP where such
insurance policy includes a deductible limit are reimbursable. The CRA shall
approve or disapprove all or portions of the eategofces of expenses or individual
items contained in the Budget. Expenses and categories of expenses approved by
the CRA., including capital expenditures and expenditures necessitated by the
provisions of the Agreement as set forth in the Budget approved by the CRA, shall
be reimbursed to DOSP by the CRA.
G_ All reports, expense invoices and the like, required by this Agreement shall be
submitted to the following address, witless such, address has been changed in
writing by the CRA:
Community Redevelopment Agency
300 Biscayne Boulevard Way, Suite 309
.Attention; Executive Director
Miami, Florida 33131
A, in consideration of the services to be provided by IDOSP to the CRA hereunder the
CRA shall pay DOSP a Management Fee ("Management Fee") of five percent
(5%) of Gross Revenues, and an Administration Fix ("Administration Fee") of two
percent (2%) of Gross Revenues. The Managem(mt Fee is DOSP's compensation
for managing the parking lots and the Administration Fee is to cover all indirect
costs associated with the project, including but not limited to, senior management
time. The Management Fee and the Administration Fee are referred to herein,
collectively, as the "Fee". For purposes of this paragraph, the term ' Gross
Revenues" shall mean all monies collected and dgmsited by the DOSP, as required
in Section 6 above. Gross Revenues shall not include account collected for the
payment of parking surcharge, sales tax, or any other taxes or charges which are
directly paid by the DOSP or the CRA to a taxing authority; discounts and
allowances as provided by procedures accepted Fmd approved by the DOSP; and
dishonored checks and uncollectible credit card e1harges, provided that such check
and credit card transactions were processed utilizing sound business procedures.
No later than the 20th day of each month during the term, DOSP shall deliver to
the CRA, together with the monthly statement described in Section 6 above, the
Adjusted Net Revenues derived from the operation of the Parking lot. For
purposes of this Agreement, the term Adjusted Net Revenues shall mean Gross
Revenues minus Operating Expenses and rni nus Renewal and Replacement
Reserves. Renewal and Replacement Reserves ,%ill be ten percent (10%) of gross
revenues.
4 01%: /CRA 7'0P V/CRA'
02 - 62 0 - 133
J UL-ZU-CUUL NU U 1 :21 } M M 1 AM 1 NAKK 1 NG AUTHOR 1'1'Y FAX NO, 33059450850 P. 06
� a
A, None of the officers, agents, or employees of DOSP shall be deemed to be
employees of the CRA for any purpose(s) whatsoever.
B. In the event of any injury to any person or loss or damage to any property on the
Property, DOSP shall immediately notify the CRA and promptly furnish copies of
reports in connection therewith.
C. The CRA reserves the right to call upon DOSP for specialized parking facility
consulting services and advice with regard to the operation of the Property. In
such event, all expenses and costs incurred by DOSP in connection therewith shall
be paid as established by mutual agreement of the parties.
9. COMPL &Na M TH ALL LAWS: DOSP and the CI A, notwithstanding anything to
the contrary hereon, shall comply with aU laws, ordinances, regulations and rules of the >✓ ederal,
State, County and City Government, which may be applicable to its operation under this
Agreement.
10, D_ MAgE OR DESTRUCTION TOOFACKRIBS: If the parking lots on the Property
are rendered unfit or unusable for the use and purpose for which this Agreement is granted, either
party shall have the option, upon sixty (60) days notice in writing:, to terminate this Agreement.
11_ INST"Ct?: DOSP shall maintain the following insurance during the term of this
Agreement:
A. Comp&& psive General Liability in limits not less than $1,000,000 per occurrence
for Bodily Injury and Property Damage, plus an umbrella policy of no less than
$5,000,000,
B. Thgft Coverage covering employee fidelity, inside or outside loss and burglary
with a limit of not less than $25,000 per occurrence.
C. WQ&ers' mgensatictn as required by Florida Statutes, Chapter 440.
D. The insurance coverage required shall include those classifications as listed in
Standard Liability insurance Manuals, which most nearly reflect the operations of DOSP.
F. All insurance policies and Surety Bonds required herein shall be issued in
companies authorized to do business under the laws of the State of Florida, with the following
qualifications as to management and financial strength:
The company must be no less than "A" as to general policyholder's rating and no
less than Class "X" as to financial rating, in accordance with the latest edition of
Best's Ivey Rating Guide, published by AM. Best Company, Inc.
5
SEOPW/CRA
02- 62
JUL-2U-202 THU 01:22 PM MIAMI PARKING AUTHORITY FAX N0, 33059450850
P. 07
FD-) 6% [F 7
G. DOSP shall furnish to the CRA all .required Certificates of insurance prior to the
commencement of operations hereunder and throughput the term of this Agreement, which
certificates shall clearly indicate that DOSP has obtained insumnee in the type, amount and
classification as required for strict compliance with this Article, and that no material change or
cancellation of the insurance shall be effective without thirty (30) days prior written notice to the
CRA. The CRA shall be listed as an additional insured as required by its Risk Management
Department.
H. DOSP shall furnish certificates evidencing renewal or replacement of required
insurance coverage, thirty (30) days prior to expiration or cancellation. The CRA reserves the
right to reasonably amend the insurance requirements.
12, 2JDF,? bVMATM: DOSP shall indemnify, defend and hold harmless the CRA and its
officials, employees and agents (collectively referred to as "Indenanitees") and each of them from
and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees)
or liabilities (collectively referred to as ` Liabilitiee) by reason of any injury to or death or any
person or damage to or destruction or loss of any property arising out of, resulting from, or in
connection with (i) the performance or non-performance of the services contemplated by this
Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any
act, omission, default or negligence (whether active or passive) o:FDOSP or its employees, agents
or subcontractors (collectively referred to as "DOSP"), regardlesii of whether it is, or is alleged to
be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission,
default or negligence (whether active or passive) of the Indemnitees, or any of them or (H) the
failure of the DOSP to comply with any of the paragraphs herein or the failure of the DOSP to
conform to statutes, ordinances, or other regulations or requirements of any governmental
authority, federal or state, in connection with the performance of thus Agreement. DOSP
expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and
against all liabilities which may be asserted by an employee or former employee of DOSP, or any
of its subcontractors, as provided above, fbr which the DOSP's liability to such employee or
former employee would otherwise be limited to payments under state Worker's Compensation or
similar laws.
a NON DISC . .AnON: DOSP shall not discriminate against any employee or
applicant for employment to be employed in the performance of'this Agreement with respect to
age, seat, or physical handicaps (except where based on a bona fide occupational qualification), or
because of race, color, religion, national origin, ancestry or marital status. DOSP further
covenants and agrees that no person on the grounds of race, color, sex, age, religion, handicap,
national origin or marital status shall be excluded from or be subjected to discrimination in the use
of the Parking Lot.
14. yaCA ING AT LEASE EM%AnON ANDM 7JRMINAT1QN: DOSP shall
surrender up and deliver the Parking Lot to the CRA at the termination of this Agreement, and
shall remove all of its personal property forthwith. Any personall property of DOSP not removed
in accordance with this Article shall be removed by the CRA and stored at the cost of DOSP.
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02- 133
JUL-2h-2UU2 THU 01:22 PM MIAMI PARKING AUTHORITY FAX NO. 33059450850
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Failure on the part of DOSP to remove or reclaim its personal property within thirty (30) days
from the date of termination shall constitute a gratuitous transfer of title thereof to the CRA for
whatever disposition is deemed to be in the best interest of the C:RA. The CRA shall reimburse
any andall un reimbursed capital costs, including interest, slid any accumulated losses.
15. NOTICES: All notices permitted or required by this A.Breement shall be in writing and
when mail delivery is required such notices shall be sent by registered or certified mail,
To the CRA: Community Redevelopment Agency
300 Biscayne Boulevard Way, Suite 309
Miami, Florida 33131
Attn: Executive Director
With copy to: Alejandro Vilarello
City Attorney
City of Miami
444 S.W. T4 Avenue, 0 Floor
Miami, Florida 33130
To DOSP: Arthur Noriega, V
Executive Director
Department of Off -Street Parking
190 N.E. Third Street
Miami, Florida 33132
16. SEVE II.IT : In the event that any portions of this Agreement shall be held to be
invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement
and the same shall remain in full force and effect.
17. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, 01• assigns.
18. ZMEPENDhfiTT CONTRAaQR- Provider has been procured and is being engaged to
provide goods or services to CRA as an independent contractor, and not as an agent or employee
of CRA. Provider Rtrther understands that Florida Workers' Compensation benefits available to
employees of CRA are not available to Provider, and agrees to provide workers' compensation
insurance for any employee or agent of Provider rendering servi= to CRA under this Agreement.
19_ ENIM ADREEWN1, This instrument and its attachments constitute the sole and
only agreement of the parties relating to , the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
7 01,v2,11C°PA L W/C"
02- 62 �2r 133
J UL-2U-2UU2 'NU U 1: 23 PM M I AM I PARKING AUTHORITY FAX NO, 33059450850
P. 09
IN WITNESS 'WHEREOF, the parties hereto have caused this iistrument to be executed
by their respective officials thereunto duly authorized, this the day and year above written..
ATTEST: Community Redevelopment Agency
PRISCILLA A. THOMPSON
City Clerk
ATTEST:
Print Name:
Title: Corporate Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
ALEJANDRO VILARELLO,
City Attorney
8
By:
ANNBTTE LEWIS
Executive Director
DEPT. OF OFF, -STREET PARKING
By: _
ART]RUR NORIEGA, V
Exw3tive Director
APPROVED AS TO INSURANCE
REQUIREMENTS:
R. SUE WEI: LER, Acting Administrator
Risk Mmiagement
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QP TING GR M NT F
95 PARKING QEEBATJ &S
This Agreement is made this day of —7 2002, by and between the
Community Redevelopment Agency ("CRA") and the Departnemk of Off -Street Parking of the
City of Miami ("DOW1.
A. The Florida Department of Transportation ("FD OT") is the owner of the real
property known as the 1-39$ right-of-way ( the `T�-operty").
B. MOT and CRA have entered into an agreement to use the Property for the
purpose of parking.
C. The Property includes the right-of-way underneal:h I-395 bounded to the east by
N.E. 2' Avenue and to the west by N.W. Miami Court.
D. DOSP is experienced in the construction, management and operation of parking
facilities.
E_ The CRA wishes to engage the services of I}OSF for the construction, operation,
maintenance and management of the above -referenced parking facilities and wishes
to accept the engagement on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein set
forth, the City and DOSP agree as follows:
1. REMAU: The recitals are true and are hereby incorporated into and made a part of
this Agreement.
2. Iffim, The term of this Agreement shall commence upon full execution hereof (the
"Commencement Date") and shall end twenty (20) years thereafter. The term may be extended
for one (1) ten (10) year renewal period by mutual written agreement_
3. DESIGN CONsmy-c -N D FiNANCING OP m1ZKm FA—OLITIEs: CRA
shall be primarily responsible for the design, construction and financing of the parking facilities.
The CTLA may ea11 upon DOSP for either assistance in the planuung and development or to take
the lead in the design and construction of the parking facilities.
4. blef ATIIQNANU MAN.A.GE�'�QE AA UQNG FACr_rM: DOSP shall be
responsible for the operation, management and maintenance of the parking facilities. DOSP shall
be, and is hereby authorized to employ all personnel neces"ary for the performance of its
responsibilities hereunder. The maximum rates for the use of the parking facilities by the public
shall be established by City Ordinance through the recommendation of CRA and DOSP, and
ONM/CRAA SEOPW/C p,
02- 62 62- 133
JUL-00-000L 1HU U1 ; 1y FM MIAMI YANKING AUl'HUHITY FAX NU. 330bM08H
P. 03
DOSP shall not have the right to alter or change the maximum allowed parking rates without the
City's written approval.
A, DOSP shall be responsible for the day-to-day maintenance and operation of the
parking facilities and shall be responsible for keeping the properties in a neat and
clean condition at all times,
B, DOSP shall provide the personnel necessary to monitor the parking facilities
during operating hours. It is initially anticipated that each facility will be equipped
with a master meter for daily, transient parking and permits for monthly parkers,
staff and employees. The operational responsibilities will be handled mainly by the
Parking Lot Attendant Specialist, an employee of DOSP, who will be cross -trained
to perform a number of duties, including but not limited to, greeting and informing
parkers, collecting revenues, enforcing and providing security. Additionally, the
Parking Lot Attendant Specialist will provide lig n housekeeping for the parking
lots, including litter pick-up and sidewalk sweepiq.
C_ DOSP shall ensure that employees at the parking lets are property uniformed, so as
to present a neat, clean and professional appearance at all times.
D. If requested by the CRA, DOSP shall, on an. around -the -clock basis, or as
otherwise required by the CRA, from time tc-time, coordinate for qualified
personnel to provide necessary equipment, trained personnel and vehicles for
battery assistance, tore changing and distress services for vehicles parked in the
parking lots_ DOSP may charge, in addition to reloar parking charges, reasonable
fees, approved in writing by the City, for towing of vehicles on or oil' the parking
lots for mechanical purposes, and such fees shall be included in Gross Revenues.
All authorized charges for services, if authorized by the City, shall be prominently
and publicly posted, as may be required by the City. The cost of maintaining this
service will be an Operating Expense and the revenues shall be included in Gross
Revenues.
E. DOSP shall maintain a record of time for use by all hourly employees.
A. DOSP shall collect daily all moneys deposited in the master meter which, together
with all other moneys paid or payable to DOSP for parking related transactions
made and for services rendered by DOSP in t to operation of the parking lots,
regardless of when or where the services are rendered, are referred to herein as
"Gross Revenues".
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02- 6�
02- 133
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B. DOSP will be responsible for processing and retrtitting appropriate sales tax and
parking surcharge amounts due from all collections, made.
C. DOSP shall submit to the CRA. reports, in such form as the CRA shall from time to
time reasonably require, showing all monthly activity and Gross Revenue
summaries and certifications, to be reconciled to daily or weekly reports.
Additionally, DOSP shall submit to the CRA rr orWgy summaries and the CRA may
reasonably require certifications of Operating Expenses together with such
supporting documentation required by the CRA. For purposes of this Agreement,
the term "Operating Expenses' shall mean all costs and expenses incurred or paid
by DOSP in connection with the operation of the parking lots located on the
Property. Operating Expenses include, but are not limited to Salary & Wages,
Fringe Benefits, including Social Security, group insurance, retirement costs, etc.,
paid to all personnel involved in the operation of the Property, including overtime,
vacation, sick time, accrued vacation and sick time earnings; material and supply
costs; insurance premiums and related costs, including liability, workmen's
compensation and others. Also included in the definition of Operating Expenses
are payment of the management and administrative fees, collectively referred to as
the "Pee", and further defined in paragraph seven. The CRC+,. may require DOSP to
obtain, annually, an examination made in accordance with generally accepted
auditing standards and management letters pn,-pared and attested to by an
independent certified public accountant, licensed hi the State of Florida, acceptable
to the CR.A. as to Gross Revenues and/or Operating Expenses arising from
operations under this Agreement, prepared in conformance with the American
Institute of Certified Public Accountants' requirements for "Special Reports." The
cost of such reports shall be included as an Operating Expenses.
D. Monthly reports are due within thirty (30) cal4mdar days of the close of the
reporting period, while annual reports are due Nvithin ninety (90) calendar days
following the close of the reporting period.
E, The CRA shall have the right to audit, examine, review and copy all records
relating to operations under this Agreement, during normal, working hours at the
Administrative Offices of DOSP, 190 NE Third Street, Marni, Florida,, during the
term of this Agreement and within three (3) year:; after the end of the fiscal year.
DOSP shaft maintain, during the term of this Agreement, all books of account and
records of Gross Revenues and Operating Expenses, in conformance with
generally accepted accounting principles and to the satisfaction of the CItA's
Department of Internal Audit.
F. Annually, on a date to be provided to the CRA, DOSP shall submit to the CRA an
annual budget, hereinafter referred to as "Budget", on a form(s) prepared or
approved by the CRA, listing all anticipated operating expenses and costs,
including types, quantities and estimated costs, required by the subsequent fiscal
year as defined by State law, the costs of Insurimce specifically required by this
SEOPW/CRA
JUL-�b-LIUUZ THU U1;2U PM MIAMI PARKING AUTHORITY FAX NO, 33059450850 P. 05
FED) & F -r
Lai
Agreement, and any expense for deductible loss satstaiued by DOS? where such
insurance policy includes a deductible limit are reimbursable. The CRA. shall
approve or disapprove all or portions of the categories, of expenses or individual
items contained in the Budget. Expenses and categories of expenses approved by
the CRA, including capital expenditures and expenditures necessitated by the
provisions of the Agreement as set forth in the Budget approved by the CRA, shall
be reimbursed to DOSP by the CPA.
(3_ All reports, expense invoices and the like, requir-ed by this Agreement shall be
submitted to the following address, unless such, address has been cbaanged in
writing by the CRA:
Community Redevelopment Agency
300 Biscayne Boulevard Way, Suite 309
Attention; Executive Director
Miami, Florida 33131
A In consideration of the services to be provided by DDOSP to the CRA hereunder the
CRA shall pay DOSP a Management Fee (`Uanagemeat Fee') of five percent
(5%) of Gross Revenues, and an Administration Fig ("AdtrWstration Fee") of two
percent (2O/o) of Gross Revenues, The Management Fee is DOSP's compensation
for managing the parking lots and the Administration Fee is to cover all indirect
costs associated with the project, including but not limited to, senior management
time. The Management Fee and the Administration Fee are referred to herein,
collectively, as the "Fee". For purposes of this paragraph, the term "Gross
Revenues" shall mean all monies collected and deposited by the DOSP, as required
in Section. 6 above. Gross Revenues shall not include amount collected for the
payment of parking surcharge, sales tax, or any other taxes or charges which are
directly paid by the DOSP or the CPA. to a taxing authority; discounts and
allowances as provided by procedures accepted and approved by the DOSP; and
dishonored checks and uncollectible credit card dharges, provided that such check,
and credit card transactions were processed utilizing sound business procedures.
No later than the 20th day of each month during the term, DOSP shall deliver to
the CRA, together with the monthly statement described in Section 6 above, the
Adjusted Net Revenues derived from the operation of the Parking Lot. For
purposes of this Agreement, the term Adjusted Net Revenues shall mean Gross
Revenues minus Operating Expenses and rnilrius Renewal and Replacement
Reserves. Renewal and Replacement Reserves will be test percent (IO%) of gross
revenues.
�#Jva Lola
4
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02- 62
SEOPW/CRA,
02— 133
JUL-25-2002 THU 01:21 PM MIAMI PARKING AUTHORITY FAX NO, 33059450850
A, None of the officers, agents, or employees of DOSP shall be deemed to be
employees of the CRA for any purpose(s) whatsoever.
B. In the event of any injury to any person or loss or damage to any property on the
Property, DOSP shall immediately notify the CRA and promptly furnish copies of
reports in connection therewith,
C. The CRA reserves the right to calf upon DOSP for specialized parking facility
consulting services and advice with regard to the operation of the Property. In
such event, all expenses and costs incurred by DOSP in connection therewith shall
be paid as established by mutual agreement of the ]parties.
9. COMPLIANCE WITH ALL LAWS: DOSP and the CRA, notwithstanding anything to
the contrary herein, shall comply with all lawg, ordinances, regulations and rules of the Federal,
State, County and City Government, which may be applied}le to its operation under this
Agreement.
10, T)MAQE OR DESTRIJCTIQN TO FACIC.ITTES: If the parking lots on the Property
are rendered unfit or unusable for the use and purpose for which this Agreement is granted, either
party shalt have the option, upon sixty (60) days notice in writing_, to terminate this Agreement.
i 1 _ IhI RAM : DOSP shall maintain the following insurance during the term of this
Agreement:
A. Lye . in limits not less than $1,000,000 per occurrence
for Bodily lnjury and Property Damage, plus an umbrella policy of no less than
$5,000,000.
B. Thga Coveragg covering employee fidelity, inside or outside loss and burglary
with a limit of not less than $25,000 per occurrence.
C. Workers° CgMpCU§Won as required by Florida Statutes, Chapter 440.
D. The insurance coverage required shall include those classifications as listed in
Standard Liability Insurance Manuals, which most nearly reflect the operations of DOW
F. All insurance policies and Surety Bonds required herein shall be issued in
companies authorized to do business under the laws of the State of Florida, with the following
qualifications as to management and financial strength:
The company must be no less than "A" as to general policyholder's rating and no
less than Class 'W' as to financial rating, in accordance with the latest edition of
Best's They Rating Guide, published by AM. Best, Company, Inc.
O/Ci�,A� SECPW/CRA
V b JA" = 11i
JUL-25-2002 THU 01:22 PM MIAMI PARKING AUTHORITY FAX NO. 33059450850
P. 07
io RAI A IF 7
G. DOSP shall fixrnish to the CRA all required Certificates of insurance prior to the
commencement of operations hereunder and throughout the tam of this .Agreement, which
certificates shall clearly indicate that DOSP has obtained insurance in the type, amount and
classification as required for strict compliance with this Article, and that no material change or
cancellation of the insurance shall be effective without thirty (30) days prior written notice to the
CRA. The CRA shall be listed as an additional insured as required by its Risk Management
Department.
H. DOSP shall furnish certificates evidencing renewal or replacement of required
insurance coverage, thirty (30) days prior to expiration or cancellation_ The CRA reserves the
right to reasonably amend the insurance requirements,
12, TlyM1V!hMCATION.: DOSP shall indemnify, defend and hold harmless the CRA and its
officials, employees and agents (collectively referred to as "Indenu tees") and each of them from
and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees)
or liabilities (collectively referred to as ` Liabilitiee) by reason of any injury to or death or any
person or damage to or destruction or loss of any property arising out of, resulting from, or in
connection with (i) the performance or nonperformance of the services contemplated by this
Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any
act, omission, default or negligence (whether active or passive) of DOSP or its employees, agents
or subcontractors (collectively referred to as 'DOSP"), regardlest; of whether it is, or is alleged to
be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission,
default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the
failure of the DOSP to comply with any of the paragraphs herein or the fiiilure of the DOSP to
conform to statutes, ordinances, or other regulations or requirements of any governmental
authority, federal or state, in connection with the performance of thus Agreement. DOSP
expressly agrees to indemnify and hold harmless the Iudemnitees, or any of them, from and
against all liabilities which may be asserted by an employee or former employee of DOSP, or any
of its subcontractors, as provided above, fbr which the DOSP's liability to such employee or
former employee would otherwise be limited to payments under state Worker's Compensation or
similar laws.
B. NON DISC A ON: DOSP shall not discriminate against any employee or
applicant for employment to be employed in the performance of" this Agreement with respect to
age, sex, or physical handicaps (except where based on a bona fide occupational qualification), or
because of race, color, religion, national origin, ancestry or marital status. DOSP further
covenants and agrees that no person on the grounds of race, color, sex, age, religion, handicap,
national origin or marital status shall be excluded from or be subjected to discrimination in the use
of the Parking Lot.
14. y.&CAIM AT LEASE FXPT ATION _AhMffig 7IR,MI .Ai.TIDN: DOSP shall
srtrrender up and deliver the Parking Lot to the CRA at the termination of this Agreement, and
shall remove all of its personal property forthwith Any personall property of DOSP not removed
in accordance with this Article snail be removed by the CILA and stored at the cost of DOSP.
R"
ONiNI/CRA SEO W/CRA
02- 62 02- 133
JUL-25-2002 THU 01:22 P ..
M MIAMI PARKING AUTHORITY FAX N0. 33059450850
P. 08
Failure on the part of DOSP to remove or reclaim; its personal property within thirty (30) days
from the date of termination shall constitute a gratuitous transfer of title thereof to the CPA for
whatever disposition is deemed to be in the best interest of the (1tA. The CRA shall reimburse
any and all un-reimbursed capital costs, including interest, quid any accumulated losses.
1:5. NOTICES: All notices permitted or required by this Agreement shall be in writing and
when mail delivery is required such notices shall be sent by registered or certified mail.
To the CRA: Community Redevelopment Agency
300 Biscayne Boulevard Way, Suite 309
Miami, Florida 33131
Attn: Executive Director
With copy to- Alejandro Vilarello
City Attorney
City of Miami
444 S.W. V4 Avenue, 0 Floor
Miami, Florida 33130
To DOSP: Arthur Noriega, V
Executive Director
Department of Off -Street Patrlang
190 N.E. Third Street
Miami, Florida 33132
16, SEVEMILI X: In the Event that any portions of this Agreement shall be held to be
invalid for any reason, such invalidity shah not affect the remaining portions of this Agreement
and the same shall remain in full force and effect.
17. S.UCCESSOR.S AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
18. RWEpENDENT COhW�AaQR: Provider has been promed and is being engaged to
provide goods or services to CRA as an independent contractor, and not as an agent or employee
of CRA. Provider fiuther understands that Florida Workers' Compensation benefits available to
employees of CRA are not available to Provider, and agrees to provide workers' compensation
insurance for any employee or agent of Provider rendering servi= to CRA under this Agreement.
19. ENIM AQREEh0M,,- This instrument and its attachments constitute the sole and
only agreement of the parties relating to, the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
7 SEOPW/CRA
0m1I/c o v. i 3 a
JUL-25-2002 THU 01:23 PM MIAMI PARKING AUTHORITYFAX N0, 33059450850
P. 09
IN WITNESS WHEREOF, the parties hereto bave caused this instrument to be executed
by their respective offici& thereunto duly authorized, this the day and year above written..
ATTEST'. Community Redevelopment Agency
PRISCILLA A. THOMPSON
City Clerk
ATTEST:
Print Name:
Title, Corporate Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
ALEJANDRO VILARELLO,
City Attorney
ANNETTE LEWIS
Executive Director
DEPT. OF OFF-STREET PARYING
By:
ARTIRUR NORIEGA, V
Exwxtive Director
APPROVED AS TO INSURANCE
REQUIP.EUENTS_
R. SUE WELLER, Acting Administrator
Risk Management
8
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02- 62 Q2- 133
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THE PURPOSE OF THIS SURVEY IS TO MAP THOSE LANDS MEANT FOR
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AGENCY. THIS MAP IS FOR EXHIBIT PURPOSES ONLY AND NOT FOR THE
DESIGN OR CONSTRUCTION OF SAID FUTURE IMPROVEMENTS.
THE BEARING ORIENTATION FOR THE SURVEY IS BASED ON AN ASSUMED
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CURB LINE ALONG NORTH MIAMI AVENUE.
ELEVATIONS SHOWN HEREON ARE REFERENCED TO THE CITY OF MIAMI
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BENCHMARK USED: CITY OF MIAMI BENCHMARK LVI119-19 WHICH IS A PK
NAIL AND BRASS WASHER LOCATED AT THE BACK OF SIDEWALK AT THE
SOUTHEAST CORNER OF NORTHEAST 14 STREET AND NORTHEAST MIAMI
COURT. ELEVATION=13.159.
DATE OF SURVEY: 7/2/2002.
THIS SURVEY MAP OR THE COPIES THEREOF ARE NOT VAUD WITHOUT
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