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HomeMy WebLinkAboutOMNI-CRA-R-02-0078OMNI/CRA ITEM 10 RESOLUTION NO. 0 2 _ ® ` 8 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OMNI COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE NATIONAL DEVELOPMENT COUNCIL FOR PROFESSIONAL SERVICES RELATED TO CREATTNG AN EFFECTIVE STRATEGY FOR SECURING A DEPARTMENT OF HOUSING & URRAN DEVELOPMENT ("HUD") SECTION 108 LOAN, CONDUCTING HUD COMPLIANCE WORKSHOPS AND THE COORDINATION OF JOINT PUBLIC/PRIVATE PARTNERSHIPS FOR INVESTMENT IN THE REDEVELOPMENT AREAS, IN AN AMOUNT NOT TO EXCEED $90,000. 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 tindings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The Executive Director is hereby authorized to execute a professional services agreement, in a form acceptable to the City Attorney, with the National Devclopment Council for services related to creating an effective strategy for the securing of a FIUD Section 108 loan, conducting HUD ® / CPA 02- 078 compliance Workshops and the coordination of joint public/private partnerships for investment in the Redevelopment Areas, in an amount not to exceed $90,000. Section 3. 'Phis resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 26th day of September, 2002, ATTEST; PRISCILLA A, TIIOMPSON CITY Clerk APPROVED AS TO FORM ARTHUR E. TEELE, JR., CHAIRMAN Page 2 of 2 0MWH/CRA 2 07S PROFESSIONAL SERVICES AGREEMENT This agreement is entered into this 25 day of August 1997, by and between the Southeast OvertownTark West Redevelopment; body corporate and politic of the State of Florida, hereinafter referred to collectively as "CRA' and the National Development Council, Inc., a private, not -for -profit corporation, hereinafter referred to as "CONSULTANT". RECITALS: WHEREAS, the CRA desires to stimulate economic and housing development in order to create new jobs, expand the tax base, and redevelop certain areas; and WHEREAS, the CRA desires to engage the CONSULTANT to render certain technical advice and financial assistance in connection with such undertakings of the CRA; and WHEREAS, the CRA extends its assistance to secure financing for residential and commercial projects located in the Southeast Overtown/Park West Redevelopment Area ("Projects"); and WHEREAS, the CONSULTANT can assist the CRA in developing programs and identifying and funding Projects that will further the CRA's economic development and housing goals, NOW, THEREFORE, in consideration of the mutual covenants and obligations _ l herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto stipulate, understand and agree as follows: ®±ICR�'A 02- 078 � ITEM Q RESOLUTION NO. OMNI/CRA R--if) A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OMNI COMMUNITY REDEVELOPMENT AGENCY (CRA) AUTHORIZING THE CRA EXECUTIVE DIRECTOR TO ENTER INTO AN AGREEMENT WITH THE NATIONAL DEVELOPMENT COUNCIL, IN A FORM ACCEPTABLE TO GENERAL COUNSEL IN AMOUNT NOT TO EXCEED $90,000, FOR PROFESSIONAL SERVICES RELATED TO CREATING AN EFFECTIVE STRATEGY FOR SECURRING A HUD SECTION 108 LOAN, PERFORMING HUD COMPLIANCE WORKSHOPS AND THE COORDINATION OF JOINT PUBLIC/PRIVATE PARTNERSHIPS FOR INVESTMENT IN THE REDEVELOPMENT AREAS AND SUB -AREAS. 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 Executive Director is hereby authorized to enter into an - agreement with the National Development Council, in a form acceptable to General Counsel in amount not to exceed $90,000, for professional services related to creating an effective strategy for securing of a HUD Section 108 loan, performing HUD compliance Workshops and the coordination of joint public/private partnerships for investment in the Redevelopment Areas and Sub -Areas. Section 3. This resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 12`h day of September, 2002. Pricilla Thompson Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello CRA General Counsel Arthur E. Teele, Jr., Chairman Oil/CRA 02- 78 SEOPW /CR A 02- 152 CRA AGENDA September 12, 2002 ITEM INTEP-OFF-1CI- r\9.1t't9E:�Iz_g�'ll1�1�9 1 of Chairman Arthur E. Teele, Jr. and D:.te: August 26, 2002 ]=iic Members of the CRA Board Subje:a: Agreement with National Development Council i=rs,zn Annette Lewis -- Re.fca-ence Acting Executive irector -nciosu,;.ti: Resolution RECOMMENDATION It is respectfully recommended that the CRA Board of Directors approve the attached resolution authorizing the CRA Executive Director to enter into a professional services agreement with the National Development Council, in a form acceptable to General Counsel in amount not to exceed $90,000, for services related to creating an effective strategy for the securing of a HUD Section 108 loan, performing HUD compliance Workshops and the coordination of joint public/private partnerships for investment in the Redevelopment Areas and Sub Areas. JUSTIFICATION Based on discussion with the City of Miami department of Community Development regarding the CDBG funding obligation (City of Miami ordinance No. 1 ] 736) to the CRA and pursuant to CRA Board directive to submit an application to the Housing Urban Development (HUD) for a Section 108 loan in an appropriate amount not to exceed $ l 8 million utilizing the funding allocations made to the CRA but not drawn down. The National Development Council which have extensive working experience with the City of Miami and the CRA (as evidenced in Attachment "A" in HUD matters relating to Economic Development, Housing and other related issues. It has recommended that the CRA enter into a contract with NDC based on their unique relationship with HUD: NDC was the contracting entity that produced many of the policies and programs that HUD now - administrates. Funding Source: Account Number: SEOPW / CRA ® *EENDA September 12, 2006 2 152 02 78 GM PROFESSIONAL SERVICES AGREEMENT This agreement is entered into this 25 day of August > 1997, by and between the Southeast Overtown/Park West Redevelopment, body corporate and politic of the State of Florida, hereinafter referred to collectively as "CRA" and the National Development Council, Inc., a private, not -for -profit corporation, hereinafter referred to as "CONSULTANT". RECITALS: WHEREAS, the CRA desires to stimulate economic and housing development in order to create new jobs, expand the tax base, and redevelop certain areas, and WHEREAS, the CRA desires to engage the CONSULTANT to render certain technical advice and financial assistance in connection with such undertakings of the CRA; and WHEREAS, the CRA extends its assistance to secure financing for residential and commercial projects located in the Southeast Overtown/Park West Redevelopment Area ("Projects"); and WHEREAS, the CONSULTANT can assist the CRA in developing programs and identifying and funding Projects that will further the CRA's economic development and housing goals; NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto stipulate, understand and agree as follows: OMNi / CRA SEOPW / CRA 02- 78 02- 152 I. TERM A. The term of this Agreement shall commence on July 10, 1997 and shall terminate July 9, 1998. B. The CRA or the CONSULTANT may cancel this agreement at any time with or without cause and without penalty, before the expiration of its term by giving the other party written notice of such cancellation at least seventy-two (72) hours prior to the date of cancellation, subject to the terms of Section XV of this Agreement. II. SCOPE OF SERVICES The CONSULTANT shall perform all necessary services under this Agreement to secure financing for Projects, including, but not limited to, the following types of financing: 1. Industrial Financing 2. Commercial Financing 3. 501(C)(3) Financing 4. Housing Financing In addition to services relating to securing of financing, the CONSULTANT at the direction of the CRA shall perform and carry out certain other duties and procedures, by using the CONSULTANT's best efforts, as determined by the CRA, which shall include, but not be limited to, the following: O'NI /CRA SEOPW / CRA 02- 78 02- 152 2 A. Assist in securing and packaging loans using governmental and private sources for residential and commercial projects including, but not limited to, the following Southeast Overtown/Park West Redevelopment District projects: -The remainder of Poinciana Village Condominiums projects; -Sawyer's Walk Apartments, Condominiums, Townhouses, and incidental retail developments; and -Residential and commercial development projects planned for City blocks 25 and 36. B. Assist in the establishment and the implementation of various other low cost conventional loan programs as developed by the National Development Council. C. Assist in the establishment and implementation of new sources of revenue in the form of fees payable to the CRA. D. Further the CRA's participation in the Grow America Fund, a Small Business Lending Corporation, by making a $150,000 equity infusion into the fund with which the CRA will be able to leverage up to $750,000 in financing for projects within the CRA's districts or that directly impact them. Additionally, NDC will assist CRA in the local Administration of the program. E. Make available to CRA the service of 501(C)(3) projects, both housing and public facility. F. Make available the services of CDI Inc., a National Development Council Inc. subsidiary for the development and financing of single family and multifamily housing. G. Train CRA staff in the administration of programs A-F and be available for consultation after such training occurred. ONINTI / CRA SEOPW / CRA 3 02-' 7g 0 - 152 H. Be available for consultation regarding loans with business persons and developers during A-F. III. COMPENSATION A. The CRA shall pay to the CONSULTANT, an amount not to exceed $50,000 which shall constitute full and complete compensation from the CRA for the CONSULTANT's services hereunder, payable in amounts not to exceed the following: 1. $4,165 a month for eleven (11) months 2. $4,185 a month for one (1) month B. It is expressly understood and agreed that in no event will the total compensation and expense reimbursements, if any, to be paid hereunder exceed the maximum sum of $50,000 for all of the services required. It is further understood that the CRA shall bear sole responsibility for its payments to the CONSULTANT. C. Any fee income generated by the CONSULTANT and due to the CRA as a result of activities of the Grow America Fund, CDH or CDI shall be paid to the CRA within thirty (30) days of receipt by the CONSULTANT or its subsidiary. IV. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, regulations, rules and codes of federal, state and local governments. OMNI/CRA SEOPW/CRA 02-- 78 02- 152 4 V. GENERAL CONDITIONS A. 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. Herbert J. Bailey Executive Director Community Redevelopment Agency 300 Biscayne Boulevard Way, Suite 430 Miami, Florida 33131 CONSULTANT National Development Council, Inc. 41 East 42nd Street, Suite 1500 New York, New York, 10017 B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. 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. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any provision hereof, and no waiver shall be effective unless made in writing. E. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal O%�jvM / CRA SEOpW / CRA ©2- 78 02 - U52 6-1 or otherwise unenforceable under the laws of the United States, State of Florida, County of Dade, or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. VI. OWNERSHIP OF DOCUMENTS All documents developed by CONSULTANT under this Agreement shall be delivered to CRA by CONSULTANT upon completion of the services performed pursuant to Section II hereof and shall become the property of CRA, without restriction or limitation on their use. CONSULTANT agrees that any and all documents maintained and generated pursuant to this contractual relationship between CRA and CONSULTANT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes (1987). It is further understood by and between the parties that any documents which are given by CRA to CONSULTANT pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by CONSULTANT for any other purpose whatsoever without the written consent of CRA. Olaf/CAA 6 0 2_ 78 SEOPW/CRA 02-- 152 VII. NON-DELEGABILITY The obligations undertaken by CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CRA shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm unless CRA shall first consent in writing to the performance or attainment of such services or any part thereof by another person or firm. VIII. AUDIT RIGHTS CRA reserves the right to audit the records of CONSULTANT pertaining to any billings to CRA for time or expense at any time during the performance of this Agreement and for a period of one year after final payment is made under this Agreement. IX. AWARD OF AGREEMENT CONSULTANT warrants that it has not employed or retained any person employed by CRA to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by CRA any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. X. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. ®NNI/CRA SEOPW/CP.A XI. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and authorized assigns. XII. INDEMNIFICATION CONSULTANT shall indemnify and save CRA and its officials harmless from and against any and all claims, liabilities, losses, and causes of action, which may arise out of CONSULTANT's performance under the provisions of this Agreement, including all acts or omissions to act on the part of the CONSULTANT, including any person performing under this Agreement for or on CONSULTANT's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the fault of CRA, and, from and against any orders, judgments or decrees which may be entered and which may result from CONSULTANT's performance under this Agreement, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. If CRA chooses to defend any action on behalf of itself, it shall bear its own costs of defense, and if the provisions of this indemnity provision are applicable, CONSULTANT shall indemnify CRA accordingly. In any event, CRA shall promptly notify CONSULTANT as soon as it has notice of any matter for which this indemnity provision may be applicable. OYMICRA SEOPW/CRA . 802- 78 02- 152 XI11. CONFLICT OF INTEREST CONSULTANT covenants that no person under its employ, who presently exercises any functions or responsibilities in connection with this Agreement, has any personal financial interest, direct or indirect, in the work product of this Agreement. CONSULTANT further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of CONSULTANT or its employees must be disclosed to CRA. CONSULTANT, in the performance of this Agreement, shall be subject to all applicable laws and/or guidelines regarding conflict of interest promulgated by federal, state or local government. CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. XIV. INDEPENDENT CONTRACTOR CONSULTANT and its employees, subconsultants 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 under the Civil Service or Pension Ordinances of City, or any rights generally afforded classified or unclassified employees; furthermore, its agents or employees shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of the CRA. OMNI / CRA SEOPW / CRA 9 '0 2- 78 0 2- 152 XV. TERMINATION OF AGREEMENT CRA retains the right to terminate this Agreement at any time, with or without cause, prior to the completion of the services required pursuant to Section II hereof without penalty to CRA. In that event, notice of termination of this Agreement shall be in writing to CONSULTANT who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CRA pay CONSULTANT an amount in excess of the total sum provided by Section III, A and B, of this Agreement. It is hereby understood by and between CRA and CONSULTANT that any payment made in accordance with this Section to CONSULTANT shall be made only if said CONSULTANT is not in default under the terms of this Agreement. If CONSULTANT is in default, CRA shall in no way be obligated and shall not pay to the CONSULTANT any further sum whatsoever under the Section. XVI. NONDISCRIMINATION CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, age, national origin, or handicap, in connection with its performance under this Agreement. XVII. MINORITY PROCUREMENT COMPLIANCE CONSULTANT acknowledges that it has been furnished a copy of Ordinance No. 10062, the Minority and Women Business Affairs and Procurement Ordinance of the OMNI/CRA 0 2 - 7 8 SEOPW/CRA 10 02 152 0 {y CRA of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. XVIII. CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. XIX. DEFAULT PROVISION In the event that CONSULTANT 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, and if upon written notice from CRA and a reasonable opportunity to cure said default is continuing, then CRA, at its sole option, and upon written notice to CONSULTANT, may immediately cancel and terminate this Agreement. Upon such termination by the CRA all payments, advances, or other compensation paid to CONSULTANT by CRA under this Agreement shall be returned to CRA within ten business days. XX. ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said services and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, ONM / CRA SEOPW/ CRA 11 02- 18 02- 02 negotiations, or representations not expressly set forth in this Agreement are of no force or effect. XXI. AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this day and year first above written. SOUTHEAST OVERTOWN/PARK WEST WI T NESS: CON UNITY REDEVELOPMENT AGENCY !WM7HMEe1RT J. BAILEY EXECUTIVE DIRECTOR WITNESS: CONSULTANT: NATIONAL DEVELO COUNCIL, INC. /; l i WITNESS: ONM/CRA 12 U2- 78 SEOPW/CRA 0 - 152 CORPORATE RESOLUTION WHEREAS, National Development Council, Inc. desires to enter into a Professional Services Agreement with the Community Redevelopment Agency of the City of Miami; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the Community Redevelopment Agency of the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. DATED this c2,'� day of 44— , 1997 CHAIRPERSON OF THE BOARD OF DIRECTORS 9 ®MINI/C:'l�A 13 02- 78 SEOPW/CRA 02- 152 k , W, rd TOTSr, 'Ib: John R, Za.ldan,, Assistant City Administrator Nest Palm $each, Florida From: George M. Stapf Date: August 15, 2002 Subject, City[NTDC Relationship Pursuant to our meeting of August 13, 2002 the Following is to outline the core scope of services NDC proposes for inclusion in a Technical Assiswnce Ad'vlsoo,lPrflject - nanving Assistance Agreement Nvith the City of Vilest Palm Beach. The initial Cite activities- that NDC shall be focused on would include, but would not be limited to the following- (1) Assist the Department of Community and Economic Development in the design and implementation of a monitoring plan to provide for improved management of the City's existing Section 108 loan and HODAG loan portfolios. (2) Assist the Citywith the planning, development, and fumcing of parking facilities to support the dowrrtovm area redevelopment process tbrough NDC Housing and Economic Development Corporation. (3) P-stablish City participation (subject to Federal approval) in NDC's New Market Tax Credir Program (NMTC) particularly as same would apple to the Currey and Banyan Corridor Project, NDC proposes to reserve $10.0 million (of equity raised for eligible City projects). (4) Assist City irk the platy -ling, development, and financing of projects referred for Sec on 108 loan assistance. OMNi / CRA ShGP W / CRA 02- 78 02- 152 (5) Assist City u ith design and 'implementation of loan program that, leverage local fmids to assist: new and existing business to access capital for growth/new job creation through the Grow America. Fund, Inc. Anticipated City Wmaitment of $ 150,000 would establish a $600,000 total lending capacity. COPE NDC proposes to pro�ide services customarily provided to governmental agencies by "fiAMIO al advisors; such being genera3.ty described by being either (i) services related to financial planuing or (ii) services related to project Rhancing issuance. Additionally, NTDC proposes to provide a. full scope of econoinie, community, and housing development services and training. ExMbit A and Exhibit B attached hereto fully describes the services to he offeredto the City byr NTDC. in peifbmiog the desct7bed sences, NDC shall colYsult vAth admitistrators and staff of the The City and meet as appropriate, with other entities when necessaty, including without limitation local, state, and federal officials and other organizations. DITRAT[ONT NDC proposes the engagemeat to Wnuuence as soon ap practicable for the City and for sAme to continue at the option of the City for a period up to twelve (12) months as follows: Initial Term: Six (6) months Renewal: One (1) additio sib (6) month term Temvnataon, rorty-eight (48) hours by written notice, with or Twit -lout cause C4NMi Kd TI:�}N NDC shall be compensated for performance of services rec4vocl in the total base fie amount of forte -five thousand dollars ($45,000), which is payable in monthly insta ments of seventy fve hundred dollars ($'/,500). Payment shall be due and payable upon receipt of proper invoice. As enhancement to establish and initiate the relationship, NDC;°s foundation shall agree to supplement the total base fee during the initial terra in the amount of nine thousand dollars ($9,00Q), payable in monthly installments of fifteen hundred dollars OMNi/CRA. SEOPW/CRA 02- 78 02- 152 The base fee amount includes all ofNDC's time, travel expenses, supplies, postage, telephone, and other sins 3ar expenses. As an independent contractor, NMC is responsible for an taxes and outer benefits of the epiployees of NIDC and nothing contained in the Agreement. shall, be inteipreted as creating a relationship of servant, employee, partnership, or agency betwem the City and the NDC_ Payment by the Cite for services rendered under the Agreement mrM evsdence the City's acceptance of si,;ch services in accordance with the terms of the Agreement. In the event of renewal of the Contract, the terms of the base fee shall remain the same for the renewal term. However, any new or amended senices shall be compensated per the terms of a written notice of authorization of said services, WOW SC73 Djj City shall direct NrDC'� acthities and determine the order of and Which services and ac,`tivides NI)C shall prm ide. City may also, by muivai agreement of NOC, revise the scope of services and activiii�'s NDC shall provide, NYDC guR:'-SE, hMLI'I�Ti S The following named individuals shaU provide the proposed: services set foxTh in this proposal: Relationsbip Team: George lvi Stapf, Director Don DiMaxtini, Director/Grow America Fund, Inc. Daniel Marsh, Ii;G, Senior Director Staff members with specific expertise may be assigned to the rel4donsbip team as required. OMgI / CRA SEOPW / CRA 02- 78 02- 152 NTDC TECHNTICAL ASSISTANCE A.11W.SORYIPROTECT FWANCMIG ASSLSTkNcE AGRX' EnWrrT SCOPE OIL SERCTICES EXRMIT A i. NDC shall projnde all senrices customarily provided to governmental entities by financial advisors, such services being generally divided into two groups; services related. to fnanoial planning, and services related to project financing issuance. The services provided shall include, but not necessarily be limited to the following: A. Ser\4ces Related to Financial Marming Assist the City in the desiM implementation, and monitoring of the fimncipg elements of capital improvements planned in connection with the City and Community Redevelopment Agency and such other projects as may be referred to NDC by the City. These, services include an overall evaluation of all financing sources presently available to theCity, including intern44, generated funds, debt financing, leasing, federal or state giants, private sources, all various combinations of all those sources. 2. Prepare a Comprehensive Financial Plan including a debt capacity analysis, a debt ratio study, alternate and innovative financing options, and the identification of potential revenue sources/methods of financings provided Vy Federal and State law. 3. Provide an analysis of available project financing options. This analysis is not to be limited to a consideration of which type of debt might be issued to finano� a particular project, but shallalso consider whether tbere is an alternative to issuance of debt. 'I lie analysis shall also consider alternatives to the more traditional forms orft=cing avvailable to govenumnW entries, such as pay-as-you-go, sale/leaseback, pooled debt participation, and tax-exempt/taxable instruments. B. Semites Related to Project Financing Issuance I. Preparation of Debt Ruaneing Structure. These services include, but are not limited to the following: a Development of a plan of financing for related transactions including evaluation of revenues available for financing purposes, a recommended imturtty schedule, and cash flow requirements associated with the capita] improvement, 01u / CRA SEOPW/CRA 02— IS 02— 152 b. ReNtiew the reports of accountants, independent engineers and, other project or feasibility 'consultants as requested to ensure that sulch studies adequni.ely address ij�-chnic 4 economic and fmrwcial risk factors afeciirng the marl cubility of auy prop osodfinancing issuance pro, idaassumptionsnecessaryforfi ancia.lprojections included in these studies; and provide written comments regarding assumptions, analyticaj methods, and conclusions contained therein. c, Worl; unth the City's selected General Counsel and Bond Counsel in identifsnng key bond or financing covenant features and advise on provisions to be included in the - City resolutions regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt test, etc., review and comment on successive drafts of bond rpsolutions prepared by Bond Counsel. d. ' Identify financing alternatives available to the City and project developers, ipcludiug type of debt (fixed, or vari#ble rate, taxable or tax exempt), timing of the issue to take advantage of favorable marketing conditions, and provide recommendations regarding interim financing techniques. e. Evaluate the benefits of both competitive and negotiated sales for each financing. Assist in the solicitation, review and evaluation of any investment banking proposals, ifnegotiated, and providb advice and information necessmyto aid in such selection. OW/CRA SEOPW/CRA 02- 78 02- 152 110.271 P.7/3 AUC . 2e.. 20G 2 13: 14AH N-DC TECHNICAL A.SSI.STANCE ADVISORY/PROJECT F1N'A1\TCNC kSShSTANTCE AGREEMENT T CONUh -tiN11TYECC)NIO .lC AND 110USNG D NTMOPMENI' SI.I VICES FxBmlIT A 1. NDC will provide technical assistance and advocacy in tlae City's efforts to seek wards of governmental monies and approval of various programs including, but not limited to, CDBG , 11M Section 108 loans (including EDI & BFDI), U.S. Department of Commerce ED& U.S. Small Business Administration; and State of Florida. 2, NDC will, at the City's elegtion provide two (2) scholarships to .be used by the City stall' for attendance in NDC's "Economic Development Finpce Professional Certification" training program. 3. NDC will, if so' directed, cause to be exccuted a sub -contractual agreement with ne Grow America Fund, Inc. ("GAF"). NDC and GAF will assist the City in establishing a $600,000 community economic development loan pool for small businesses referred for consideration by the City. NDC -rill direct and oversee, under its sub-contTactual agreement with GAF', all activities to be performed including origination, underwriting and senjcittg of said foams. The GAF Subcontractor Agreement will require GAF to satisfy all applicable U.S. I3UD �ad SBA. requirements and regulations. The City will provide an initial capitalization to they fiord of $150,000 4. NDQ, alone and/or via authorized sub -contractors, will provide the City, upon its request, with other related community and economic development services. These services may include but need not be limited to; a Establish joint venture program for industrial and commercial development projects through Community Development: GrQup, Inc. (CDG). b. Establish participation in NDC's 501(c)(3) Bond and Donation Program, C. Establis11 participation in NDC's "Corporate Equity Fund". d. Establish participation in all ether programs as developed and introduced by NDC during the contract term. OW ICRA 02 '78 SEOPW/CRA 02- 152 f. At the request of the The City, and in furtherahce ofNDC Dousing and Econonue Development Coipomtion's (F EDC) charitable public purpose, NDC agrees to use the not -for -profit development services ofits affiliate to undertaice Count5r sponsored development projocts. Public Facility projects undertaken bit I-11�13C will regyire the active participation of the County, and will orAy be undertaken if HEDC's Board of Directors determines that the development of the project is financially feasible, "lessens the burden of gover=ienf, , and meets BEDC's "charitable public purpose.'° =DC's activities will be undertaken as a_ separate pxogr= activity -vith fees for services rendered determined on a case -by -case basis. Development fees to the ,greatest Wont possible will be included in the projept's capital budget, and financed as part of the project. omam/CRA SEOPW/CRA 02- 78 02- 152 a� m a CD LO MEMORAND V To: Annette E. Lewis, Acting xecutive Director Chelsa Arscott-Douglas, Development Administrator City of Miami, Community Redevelopment Agency From: Sandra W. Joice, Director Date: August 15, 2002 j Subject: CRA/NDC Relationship Pursuant to our meeting of August 1, 2002 the following is to outline the initial activities the National Development Council (NDC) anticipates undertaking and the core scope of services NDC proposes for inclusion in a Technical Assistance Advisory/Project Financing Assistance Agreement with the SEOPW/Omni Community Redevelopment Agency (CRA). INITIAL ACTIVITIES The initial CRA activities that NDC shall be focused on would include, but not be limited to the following: (1) Assist the CRA and City of Miami in the design, implementation, and monitoring of a financing plan to affect the funding of the balance of CDBG commitments to CRA pursuant to city ordinance no. 00.1736 dated 12/08/98. r: Current options to be closely examined include the application to US HUD for Section 108 Loan Guarantee funding, utilization of City of Miami HOME fiends as well as other CDBG funding that may be available to the City of Miami and CRA. (2) Assist the CRA and Charity Unlimited of Florida Inc. by providing technical and financial assistance regarding the Camilllus House relocation project. (3) Assist CRA with the planning, development, and financing of parking facilities to support the SEOPW/OMNI Business Corridors Redevelopment process through NDC Housing and Economic Development Corporation. (4) Establish CRA participation in NDC's New Market Tax Credit Program (NMTC), particularly as same would apply to the Park West Entertainment District. NDC proposes to reserve $10 million of equity raised for eligible CRA projects. (5) Assist CRA with the technical and financial assistance in the planning, development and financing of affordable housing and historically significant Ok&gI/CRA. SEOPW/CRA 02 78 02 _. 152 m� properties through NDC Corporate Equity Fund and NDC Housing and Economic Development Corporation. (6) Assist CRA with design and implementation of self-sustaining lending programs to provide new an existing businesses access to capital for growth/new job creation by re -capitalizing the Grow Miami Fund, a local partner in NDC's Grow America Fund, Inc., a SBA -licensed lending company also certified as an US Treasury's CDFI and CDE. Said programs can be made available on a City-wide basis, but may specifically target CRA areas to receive additional subsidies and incentives such as interest rate write -downs and equity contributions. I SCOPE NDC proposes to provide services customarily provided to governmental agencies by "financial advisors; such being generally described by being either (i) services related to financial planning or (ii) services related to project financing issuance. Additionally, NDC proposes to provide a full scope of economic, community, and housing development services and training. Exhibit A and Exhibit B attached hereto fully describes the services to be offered to CRA by NDC. In performing the described services, NDC shall consult with Board members and staff of the CRA and meet as appropriate, with other entities when necessary, including without limitation local, state, and federal officials and other organizations. DURATION NDC proposes the engagement to commence as soon as practicable for the CRA and for same to continue at the option of the CRA for a period up to twenty-four (24) months as follows: Initial Term: Six (6) months Renewal: Three (3) additional six (6) month terms Termination: Forty-eight (48) hours by written notice, with or without cause COMPENSATION NDC shall be compensated for performance of services received in the total base fee amount of forty-five thousand dollars ($45,000), which is payable in monthly installments of seventy- five hundred dollars ($7,500). Payment shall be due and payable upon receipt of proper invoice. ONM /CRA SEOPW / CRA 2- 78 02-- 152 •,w As enhancement to establish and initiate tht relationship, NDC's foundation shall agree to supplement the total base fee in the amount of nine thousand dollars ($9,000), payable in monthly installments of fifteen hundred dollars ($1,500). The base fee amount includes all of NDC' time, travel expenses, supplies, postage, telephone, and other similar expenses. As an indepen ent contractor, NDC is responsible for all taxes and other benefits of the employees of NDC d nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between the CRA and the NDC. Payment by the CRA for services rendered under this Financial Advisory Agreement evidences CRA's acceptance of such services in accordance with the terms of the Agreement. In the event of renewal of the Contract, the terms of the base fee shall remain the same for the renewal term. However, any Supplemental Services shall be compensated per the terms of written notice of authorization of said services. WORK SCHEDULE CRA shall direct NDC's activities and determine the order of and which services and activities NDC shall provide. CRA may also, by mutual agreement of NDC, revise the scope of services and activities NDC shall provide. NDC REPRESENTATIVES The following named individuals shall provide the proposed services set forth in this proposal: Relationship Team: Sandra W. Joice, Director George M. Stapf, Director Daniel Marsh, III, Senior Director Staff members with specific expertise may be assigned to the relationship team as required. OMNI/CR A SEOPW/CRA �2- 78 02- 152 NDC TECMNICAI. ASSISTANCE ADNG SORY/PROJECT FINANCING ASSISTANCE A CEMENT SCOPEIOF SERVICES OMMIT A I. NDC shall provide all services customarily provided to governmental entities by financial advisors, such services being generally divided into two groups: services related to financial planning; and services related to issuance of project financing. The services provided shall include, but not necessarily be limited to the following: A. Services Related to Financial Planning 1. Assist the CRA in the design, implementation, and monitoring of the financing elements of capital improvements planned in connection with the SEOPW/OMNI CRAs and such other projects as may be referred to NDC by CRA. These services include an overall evaluation of all financing sources presently available to the CRA, including internally generated funds, debt financing, leasing, federal or state grants and guarantees, private sources, and various combinations of all those sources. 2. Prepare a Comprehensive Financial Plan including a debt capacity analysis, a debt ratio study, alternate and innovative financing options, and the identification of potential revenue sources/methods of financings provided by Federal and State law. 3. Provide an analysis of all available project financing options. This analysis is not to be limited to a consideration of which type of debt might be issued to finance a particular project, but shall also consider whether there is an alternative to issuance of debt. The analysis shall also consider alternatives to the more traditional forms of financing available to governmental entities, such as pay-as-you-go, sale/leaseback, pooled debt participation, and tax-exempt/taxable instruments. B. Services Related to Project Financing Issuance I. Preparation of Debt Financing Structure. These services include, but are not limited to the following: a. Development of a plan of financing for related transactions including evaluation of revenues available for financing purposes, a recommended maturity schedule, and cash flow requirements associated with the capital improvement. CIS SF 0PW / CpUk 2- 78 02- 152 " b. Review the reports of accountants, independent engineers and other project or feasibility consultants as requested to ensure that such studies adequately address technical, economic and financial risk factors affecting the marketability of any proposed financing issuance; provide bond market assumptions necessary for financial projections included in these studies; and provide written comments regarding assumptions, analytical methods, and conclusions contained therein. C. Work with the CRA's selegted General Counsel and Bond Counsel in identifying key bond or financing covenant features and advise on provisions to be included in CRA resolutions regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt test, etc.; review and comment on successive drafts of bond resolutions prepared by Bond Counsel. d. Identify financing alternatives available to the CRA and project developers, including type of debt (fixed or variable rate, taxable or tax exempt), timing of the issue to take advantage of favorable market conditions, and provide recommendations regarding interim financing techniques. f. Evaluate the benefits of both competitive and negotiated sales for each financing. g. Assist in the solicitation, review and evaluation of any investment banking proposals, if negotiated, and provide advice and information necessary to aid in such selection. ®I /C?' ;A SEOPW/CRA ®2- 152 02 - 78 NBC TECB ICAL ASSISTANCE ADVISORY/PROJECT FINANCING ASSISTANCE AG"EMENT COA'IMUNITY, ECONOXHC " HOUSING DEVELOPMENT SERVICES EXHIBIT B NDC will provide technical assistance and advocacy in the CRA's efforts to seek awards of governmental monies and approval of various programs including, but not limited to, CDBG , HUD Section 108 loans (including EDI & BEDI), U.S. Department of Commerce's EDA, U.S. Small Business Administration; VS Department of Transportation and the State of NDC will, at the CRA's election provide two (2) scholarships to be used by CRA staff for attendance in NDC's "Economic Development Finance Professional Certification" training NDC will, if so directed, cause to be executed a sub -contractual agreement with The Grow America Fund, Inc. ("GAF"). NDC and GAF will assist the CRA in re -capitalizing the Grow Miami Fund, a community economic development loan pool for City businesses referred for consideration by the CRA. NDC will direct and oversee, under its sub -contractual agreement with GAF, all activities to be performed, including origination, underwriting and servicing of said loans. The GAF Subcontractor Agreement will require GAF to satisfy all applicable U.S. HUD and SBA requirements and regulations. Should re -capitalization occur, GAF shall enter into a "Preferred Return Agreement" with CRA, which would earn the CRA a negotiated return on its capital investment, in addition to leveraging CRA funds at a 4:1 ratio or higher. NDC, alone and/or via authorized sub -contractors, will provide the CRA, upon its request, with other related community and economic development services. These services may include but need not be limited to: iblish CRA joint venture program for industrial and commercial development projects through Community Development Group, Inc. (CDG). Establish CRA's participation in NDC's 501(c)(3) Bond and Donation Establish CRA's participation in NDC's "Corporate Equity Fund." Establish CRA's participation in all other programs as developed and introduced by NDC during the contract term. c� :: <,EOPW I At the request of the CRA, and in furtherance of NDC Housing and Economic Development Corporation's (HEDC) charitable public purpose, NDC agrees to use the not -for -profit development services of its affiliate to undertake County sponsored development projects. Public Facility projects undertaken by HEDC will require the active participation of the County, and will only be undertaken if HEDC's Board of Directors determines that the development of the project is financially feasible, "lessens the burden of government", and meets HEDC's "charitable public purpose." HEDC's activities will be undertaken as a separate program activity with fees for services rendered determined on a case -by -case basis. Development fees to the greatest extent possible will be included in the project's capital budget, and financed as part of the project. ®NM/CRA SE®PW/CRA 02- 78 02'- 152