HomeMy WebLinkAboutSEOPW-CRA-R-03-0100ITEM 8
12/08/03
RESOLUTION NO. SEOPW/CRA R-y,) 3 - 10 0
A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY ("CRA")
AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE AN AMENDED AND RESTATED GRANT
AGREEMENT, IN SUBSTANTIALLY THE
ATTACHED FORM, WITH JACKSON SOUL FOOD,
INC. AND SHIRLENE E. INGRAHAM IN AN
AMOUNT NOT TO EXCEED $920,000.00 FOR
THE RENOVATION AND/OR EXPANSION OF
JACKSON SOUL FOOD RESTAURANT AT 950
N.W. 3" AVENUE, MIAMI, FLORIDA.
WHEREAS, the Southeast Overtown/Park West Community
Redevelopment Agency ("CRA") is responsible for carrying
out community redevelopment activities within the Southeast
Overtown/Park West Redevelopment Area; and
WHEREAS, the CRA desires to promote business
development within the redevelopment area by assisting
local business within the redevelopment area; and
WHEREAS, the CRA entered into a grant agreement dated
February 2003 to assist in the renovation and/or expansion
of Jackson Soul Food Restaurant; and
WHEREAS, the Board of Directors by Resolutions Nos.
SEOPW/CRA R-03-78 and SEOPW/CRA R-03-79, both passed and
adopted on September 29, 2003, authorized an increase in
Page 1 of 3 SEOPW/CRA
93- 100
funding for the renovation and/or expansion of Jackson Soul
Food Restaurant contingent upon the negotiation of a new
grant agreement, and further provided that the new grant
agreement be approved by the Board of Directors prior to
execution; and
WHEREAS, an amended and restated grant agreement has
been negotiated and requires approval by the Board of
Directors prior to execution on behalf of the CRA.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST 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 Board of Directors of the CRA
authorizes the Executive Director to execute an amended and
restated grant agreement, in substantially the attached
form, with Jackson Soul Food, Inc. and Shirlene E. Ingraham
for the renovation and/or expansion of Jackson Soul Food
Restaurant at 950 N.W. 3rd Avenue, Miami, Florida.
Section 3. This Resolution shall become effective
immediately upon its adoption.
Page 2 of 3 SEppW/CRA
°J3- 100
PASSED AND ADOPTED this 8th day of December, 2003.
4
AOUR. TEELE, JR., CHAInAN
ATTEST:
PRISCILLA A. THOMPSON
CLERK OF THE BOARD
APPROVED AS TO FORM AND CORRECTNESS:
hyzzl� 4 &= = �-- -,
WILLIAM BLOOM
SPECIAL COUNSEL
JHV:z1
Page 3 of 3 SEOPW/CRA
;V'3` 100
ITEM 8
SCUTHEA..T OVERTOi'tIVPARE WEST
AND 01� I
C0j0U141_. T REDEVELOPMENT AGENCIES
INTER -OFFICE MEMOPU&NDUM
To: Chairman Arthur E. Teele Jr. Date: N.OV , File:
And Members of the CRA Board
Subject: SEOPW Resolution authorizing
Executive Director to enter
into Grant Agreement with
Jackson Soul Food Restaurant
From: Frank K. Rollason References:
Executive Director
Enclosures: Resolution, Supporting
Documentation
RECOI24ENDATION:
It is recommended that the Board of Directors for the Southeast
Overtown/Park West District CRA approve the attached Resolution authorizing
the Executive Director to enter into the attached Grant Agreement with
Jackson Soul Food Restaurant, Inc., a Florida corporation and Ms. Shirlene
E. Ingraham, owner, for the purpose of making structural improvements to the
Building and renovate the Restaurant (the "Project") in accordance with the
scope of the work, architectural renderings and plans and specifications
prepared by TYLIN International/H.J. Ross and approved by Ms. Ingraham.
JUSTIFICATION:
Pursuant to SEOPW/CRA 03-78 and SEOPW/CRA 03-79 (copies attached), both
adopted on September 29, 2003, the SEOPW District CRA Board of Directors
approved an increase in the funding for the renovation and/or expansion of
the Jackson Soul Food Restaurant located in Overtown at 950 NW. 3rd Avenue,
Miami. SEOPW/CRA R-03-78 directed that the existing Grant Agreement with
Jackson Soul Food Restaurant be rescinded and replaced with a new Grant
Agreement changing the source of funding from CDBG to SEOPW TIF. Further,
this Resolution required that the new Grant Agreement be presented to the
SEOPW Board of Directors for approval. In addition, it was the verbal
direction of the Board that the owner of Jackson Soul Food Restaurant
approve and sign off on the scope of work and design of work as a condition
for the Board of Directors to consider authorizing the Executive Director
to enter into the new Grant Agreement. The CRA Administration has met with
Ms. Shirlene E. Ingraham, owner of Jackson Soul Food Restaurant, and she has
approved the proposed scope and design of work. Also, be advised that the
scope of work to be performed as well as a schematic rendering of said work
has been included in the new Grant Agreement as "Exhibit B".
Therefore, the new proposed Grant Agreement is presented to the SEOPW
District CRA Board of Directors for approval.
FISCAL IMPACT: None
FUNDING SOURCE: Funding for project was approved under SEOPW/CRA Resolution
No. 03-78 (copy attached)
FKR/ap SEOPW/
A- f
ITEM 11
09/29/03
RESOLUTION NO. SEOPW/CRA R- *1
A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY ("CRA")
INCREASING CONSTRUCTION FUNDING FOR THE
FOLLOWING THREE OVERTOWN PROJECTS TO A
TOTAL OF $1,068,000.00 BROKEN DOWN AS
FOLLOWS: JACKSON SOUL FOOD RESTAURANT -
$780,000.00, TWO GUYS RESTAURANT -
$156,000.00, JUST RIGHT BARBER SHOP -
$132,000.00; CONTINGENT UPON THE
EXECUTIVE DIRECTOR NEGOTIATING NEW
GRANT AGREEMENTS WITH THE THREE
BUSINESSES WHICH WILL RESCIND THE
EXISTING GRANT AGREEMENTS; FURTHER
REQUIRING THAT THE NEW GRANT AGREEMENTS
BE APPROVED BY THE CRA BOARD OF
DIRECTORS PRIOR TO EXECUTION; FUNDS TO
BE ALLOCATED FROM FY-04 SEOPW TIF FUND,
ACCOUNT CODE NO., 689001.550108.6.860.
WHEREAS, the Southeast Overtown/Park West Community
Redevelopment Agency ("CRA") is responsible for carrying
out community redevelopment activities within the Southeast
Overtown/Park West Redevelopment Area; and
WHEREAS, the CRA entered into grant agreements to
assist in the renovation and/or expansion of Jackson Soul
Food, Two Guys Restaurant, and Just Right Barber Shop; and
SEOPW/CRA
03- 100
SEOP i I CPS
^q
Page 1 of 3
WHEREAS, additional costs will be incurred in
accomplishing the renovations and/or expansion contemplated
in the grant agreements; and
WHEREAS the CRA desires to increase the funding
provided by the CRA to accomplish the renovations and/or
expansion of the businesses.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in
the Preamble to this Resolution are adopted by reference
and incorporated herein as if fully set forth in this
Section.
Section 2. The Board of Directors authorizes the
Executive Director to increase construction funding for the
following three Overtown projects to a total of
$1,068,000.00 broken down as follows: Jackson Soul Food
Restaurant - $780,000.00, Two Guvs Restaurant -
$156,000.00, Just Right Barber Shop - $132,000.00; all
contingent upon the Executive Director negotiating new
grant agreements with the three businesses which will
rescind the existing grant agreements and further provided
that the new grant agreements be approved by the Board of
SEQPW/CRA SEOPW/C##RA !!��
Page 2 of 3 �- 1 fLL�
`l y
Directors prior to execution.
Section 3. Funds to be allocated from FY104 SEOPW
TIF Fund, "Construction In Progress," Account Code No.
689001.550108.6.860.
Section 4. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 29th day of September,
2003.
t L -
1 7
ARTHUR E. TEELE, JR., CHAIRMAN
ATTEST:
PRISCILLA A. `THOMPSON
CLERK OF THE BOARD
f
APPROVER S .T.0 FOB! AND CORRECTNESS:
COUNSEL
JHV:z1
SEOPW/CR4
02_ 100
SF,0.Pjj7/Cp,A
Page 3 of 3
T.Y. LIN INTERNATIONAL / H.J. ROSS
City!' Coini»unity Redev.-
e/oprr�ent Agency ate: 09/04%03
D
O.�erfawn,`Proects Cost Summary
Probable
Construction
Total
Engineering,
Construction
Contingency
Construction
Testing,
Total Project
PROJECT
Cost
20%
Cost
Inspection
Cost
Jackson's Soul Food Restaurant - -
-- - -
$650,000
- - ----------
$130,000
-------- ---------------------
$780,000
--------
$140,000
----------------------
$920,000 -
----------------------
---------------------------------------------------------------------------------
- -Two-Guys Restaurant--- --- -- --- --- --
- $130,000
----------------------
$26,600
-----------------------
$156,000
--------------------
50; 100
- ---------------------
$206 100
-------------------------------------------------------
Just Right Barber Shop
-- - - - ----- -
- - ------
•----------------------
$110,000
----------------------
-------------------- -------------------------
$22,000
----------------------
$132,000
-----------------------
----------------------
$21 400
----------------------
----------------------
$153 400
- -------------'-----
TOTAL
,,.,�_
$890,000
$178,000
$1,068,000 1
$2111500
$1,279,500
,—. 6yjV CloUlnwcai 0eu1FJgs%i emporary mtemet r1es\ULK226\[UT 3 Costs.xis]A
ITEM 12
09/29/03
RESOLUTION NO. SEOPW/CRA R-0 3- 79
A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY ("CRA")
AMENDING RESOLUTION NO. SEOPW/CRA R-03-
53 TO INCREASE THE FUNDING FOR
TECHNICAL ASSISTANCE BEING PROVIDED BY
T.Y. LIN INTERNATIONAL/H.J. ROSS TO
JACKSON SOUL FOOD, TWO GUYS RESTAURANT,
AND JUST RIGHT BARBER SHOP BY
$141,500.00 FOR A REVISED TOTAL OF
$211,500.00; FUNDS TO BE ALLOCATED FROM
FY'04 SEOPW TIF FUND, ACCOUNT CODE NO.,
689001.550108.6.270.
WHEREAS, the Southeast Overtown/Park West Community
Redevelopment Agency ("CRA") is responsible for carrying
out community redevelopment activities within the Southeast
Overtown/Park West Redevelopment Area; and
WHEREAS, the CPA entered into grant agreements to
assist in the renovation and/or expansion of Jackson Soul
Food, Two Guys Restaurant, and Just Right Barber Shop; and
WHEREAS, the Board of Directors by resolution number
SEOPW/CRA R-03-53, passed and adopted on May 19, 2003,
authorized the Executive Director to enter into a contract
with T.Y. Lin International/H.J. Ross to provide technical
assistance including design and engineering, signed aISE
- OpWIC
100
SEZOPW 1 :I .'-,
Page 1 of 3
sealed plans, and construction oversight for the renovation
and/or expansion of Jackson Soul Food Restaurant, Two Guys
Restaurant, and Just Right Barber Shop; and
WHEREAS, additional work will be incurred in
accomplishing the renovation and/or expansion contemplated
by the grant agreements necessitating increases in the
services being provided by T.Y. Lin International/H.J.
Ross; and
WHEREAS, the Board of Directors desires to increase
the funding for technical assistance provided by the CRA to
accomplish the renovation and/or expansion of the
businesses.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in
the Preamble to this Resolution are adopted by reference
and incorporated herein as if fully set forth in this
Section.
Section 2. The Board of Directors authorizes the
Executive Director to increase the amount of the CRA's
contract with T.Y. Lin International/H.J. Ross for
technical services in connection with Jackson Soul Foo(EOPW/CRA
IA - 100
QwEOPW/ CRA
Page 2 of 3- -- l 0
I✓
Restaurant, Two Guys Restaurant, and Just Right Barber Shop
by $141,500.00 to a total of $211,500.00.
Section 3. Funds to be allocated from FY'04 SEOPW
TIF Fund, "Professional Services - Other," Account Code No.
689001.550108.6.270.
Section 4. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 9th da of September, 2003.
ARTHUR E. TEELE, JR.,
ATTEST:
PRISCILLA A. THOMPSON- T
CLERK OF THE BBOARD �;'"
APPROVED A� 0 FQM AND CORRECTNESS
COUNSEL
JHV:zl
SE VWK-RA
03-- 100
SEC?W/CRA
Page 3 of 3
T.Y. LIN INTERNATIONAL / H.J. ROSS
City; of;:Miarti Corr>rrrunity.Redee/opment Agency Date: 09/04103
OVerfolrvn:.P.toijec#s Cost Summary
Probable
Construction
Total
Engineering,
Construction
Contingency
Construction
Testing,
Total Project
PROJECT
Cost
20%
Cost
Inspection
Cost
Jackson's Soul Food Restaurant
$650,000
$130,000
$780 000
$140 000
$920 000 -
----------------------------------------------------------
Two Guys Restaurant-- - --- -- - -
----------------------
$130,000
----------------------
$26,000
-----------------------
$156,000
----------------------
$50 100
--------------'------
206 100
-------------------------------------------------------
Just Right Barber Shop - - - ---- - - -
-----------------------
$110,000
----------------------
$22,000
---------------------
---------------------
$132,000
-----------------------
---
--------21 ------4001--
-----------------------------
TOTAL
$890,000
$178,000
$1,068,000
$211,500
$1,279,500
CADocuments and SettingsVrollason\Local Settings\Temporary intemet Fi1es\0LK226\[0T 3 Costs.xls]A
0
SEOPW AND OMNI/CRA
CITY CLERK'S REPORT
MEETING DATE: September 29, 2003 Page No. 5
Direction to the CRA. Executive Director: by Vice
Chairman Winton to ensure that business owners of
Jackson Soul Food Restaurant, Two Guys Restaurant,
and Just Right Barber Shop sign an agreement clearly
delineating what work is to be done to their properties
prior to any disbursement of CRA funds.
ITEM 12
A RESOLUTION OF THE BOARD OF DIRECTORS
SEOPW/CRA RESOLUTION 03-79
OF THE SOUTHEAST OVERTOWN/PARK WEST
MOVED: REGALADO
COMMUNITY REDEVELOPMENT AGENCY
SECONDED: WINTON
("CRA") AMENDING RESOLUTION NO.
ABSENT: SANCHEZ,
SEOPW/CRA 03-53 TO INCREASE THE FUNDING
GONZALEZ
FOR TECHNICAL ASSISTANCE BEING PROVIDED
BY T.Y. LIN INTERNATIONAL/H.J. ROSS TO
JACKSON SOUL FOOD, TWO GUYS
RESTAURANT, AND JUST RIGHT BARBER SHOP
BY $141,500.00 FOR A REVISED TOTAL OF
$211,500.00; FUNDS TO BE ALLOCATED FROM FY
'04 SEOPW TIF FUND, ACCOUNT CODE NO.
689001.550108.6.270.
r�
SEOPW/CRA
03- 100
ITEM 8
N011 2 8 2003
AMENDED AND RESTATED GRANT AGREEMENT
JACKSON SOUL FOOD RESTAURANT
THIS AGREEMENT is made and entered into as of this _ day of December,
2003 by and between the SOUTHEAST OVERTOWN/PARKWEST
REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida
("CRA") and JACKSON SOUL FOOD RESTAURANT, INC., a Florida corporation
("JSF") and SHIRLENE E. INGRAHAM ("INGRAHAM").
RECITALS
A. CRA was created pursuant to the adoption of Ordinances 1677-
82 and 11248-95 to prevent and eliminate slum and blight and promote affordable
housing for residents of low and moderate income, including the elderly within the
redevelopment area.
B. CRA desires to promote the business development within the
redevelopment area by assisting local businesses within the redevelopment area.
C. INGRAHAM owns the building located at 950 N.W. Xd Avenue,
Miami, Florida 33136 (the "Building"), which is located on the real property more
particularly described on Exhibit "A" attached hereto and made a part hereof, which
is located within the redevelopment area. JSF leases the Building from
INGRAHAM pursuant to a lease dated (the "Lease"), and JSF operates
Jackson Soul Food Restaurant (the "Restaurant") in the Building.
aEUPW/CRA
03- 100
D. The CRA and JSF entered the Grant Agreement Jackson Soul
Food Restaurant dated February, 2003 (the "Original Grant Agreement") pursuant
to which the CRA was to provide a grant to JSF to renovate the Restaurant.
E. The CRA, JSF and INGRAHAM desire to amend and restate the
Original Grant Agreement in its entirety and the CRA desires to make a grant to
JSF in an amount not to exceed Nine Hundred Twenty Thousand and No/100
Dollars ($920,000.00) (the "CRA Grant") pursuant to SEOPW Resolution No. 03-78
($780,000.00) and SEOPW Resolution No. 03-79 ($140,000.00) approved by the
Board of Directors of the CRA on September 29, 2003, for the purpose of making
structural improvements to the Building and renovate the Restaurant (the
"Project") in accordance with the scope of the work, architectural renderings and
plans and specifications prepared by TYLIN International/H.J. Ross (the
"Architect") which are identified on Exhibit "B" attached hereto and made a part
hereof (collectively, the "Plans and Specifications")
F. JSF and INGRAHAM desire to accept the CRA Grant subject to
the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the CRA, JSF and INGRAHAM hereby agree as follows:
1. RECITALS. The Recitals to this Agreement are true and correct and
are hereby incorporated by reference and made a part hereof.
2 SEOPW/CRA
03- 100
2. GRANT. The CRA agrees to make the CRA Grant to JSF and
INGR.AHAM, which funds are to be utilized by the CRA to complete the structural
improvements to the Building and renovation of the Restaurant in accordance with
the Plans and Specifications (the "Work").
3. PLANS AND SPECIFICATIONS. JSF and INGRAHAM
acknowledge that they have reviewed the Plans and Specifications with the
Executive Director of the CRA and the Architect, and JSF and INGRAHAM
acknowledge that they have approved the Plans and Specifications.
4. RENOVATION OF BUILDING. INGRAHAM, as owner of the
Building hereby consents to the modifications to the Building as reflected in the
Plans and Specifications.
5. ARCHITECT. The CRA has retained the Architect to prepare the
Plans and Specifications and to provide construction administration services with
respect to the Work. The Architect shall be paid for its services in connection with
the preparation of the Plans and Specifications, obtaining the building permit for
the Work and providing construction administration services in the amount of
$140,000.00, which amount shall be paid by the CRA out of the CRA Grant
pursuant to the terms of a contract between the CRA and the Architect.
6. CONTRACTOR. The CRA shall select a general contractor (the
"Contractor") to perform the Work either utilizing a contractor previously retained
by the CRA under a construction manager at risk contract or a contractor selected
by the CRA pursuant to a completive selection process. JSF and INGR.AHAM shall
SEOPWICRA
3 03- 100
have the right to approve the Contractor, which approval shall not be unreasonable
withheld. JSF and INGRAHAM hereby approve Design Build InterAmerican as an
acceptable Contractor. Upon approval of the Contractor by JSF and INGRAHAM,
the CRA shall enter into a contract (the "Construction Contract") with the
Contractor on terms and conditions acceptable to the CRA. The CRA shall utilize
funds from the CRA Grant to pay the Contractor.
7. BUDGET. The CRA shall prepare a budget for the cost for completion
of the Work ("Budget") and a schedule of values (the "Schedule of Values") based
upon the estimates provided by the Contractor and the Architect. The Budget shall
include all hard and soft costs incurred and those anticipated to be incurred in
connection with the completion of the Work, including without limitation, all permit
fees, fees and costs to be paid to the Architect and fees and costs to be paid to the
Contractor. To the extent that the Budget reflects anticipated costs to be in excess
of the CRA Grant, the CRA shall not authorize the Contractor to proceed with the
Work until the Board of Directors of the CRA authorizes an increase in the amount
of the CRA Grant, if any. In the event the Board of Directors of the CRA does not
approve the increase in the CRA Grant, the CRA shall cause the Architect to modify
the Plans and Specifications, as necessary, to reduce the cost of the Work so that
the anticipated costs for the Project will not exceed the CRA Grant. Any such
revisions to the Plans and Specifications shall be subject to the review and approval
of JSF and INGRAHAM, which approval shall not be unreasonably withheld, in
accordance with Paragraph 9 below.
4
9 itcm
03- 100
8. CONSTRUCTION. The CRA and the Architect shall be responsible
for overseeing the completion of the Work. The CRA, as a condition for funding the
CRA Grant, shall cause the Architect to conduct inspections of the Work and review
and approve all monthly draw requests of the Contractor before the CRA will
approve payments to the Contractor from the CRA Grant. Notwithstanding the
inspection by the Architect and the approval of payments by the CRA, the CRA
shall have no liability whatsoever to JSF and INGRAHAM or any third parties with
respect to the performance of the inspections by the Architect or with respect to the
Work performed by the Contractor. The CRA shall utilize its good faith efforts to
provide JSF and INGRAHAM or their representatives, the opportunity to inspect
the Work to insure that the Work complies with the Plans and Specifications. In
the event JSF and/or INGRAHAM, in good faith, determine that portions of the
Work are not in compliance with the Plans and Specifications, JSF and/or
INGRAHAM shall promptly notify the Architect and the CRA of the non -conforming
Work and the CRA shall utilize its good faith efforts to cause the Contractor to
correct the non -conforming Work.
9. DISBURSEMENT OF CRA GRANT. The CRA Grant shall be
disbursed to the Contractor in monthly installments as the Work is completed and
approved by the CRA. The CRA Grant will be disbursed based upon the Schedule of
Values and the Work completed to date. Monthly payments with respect to the cost
of the Work shall reflect a ten percent (10%) retainage which will be paid upon
completion of the Work.
SEOPW/CRA
5 03-- 100
10. CHANGES TO PLANS AND SPECIFICATIONS AND CHANGE
ORDERS. The CRA shall submit to JSF and INGRAHAM all proposed changes to
the Plans and Specifications and all proposed change orders with respect to the
performance of the Work for their review and approval, which approval shall not be
unreasonably withheld. JSF and INGRAHAM shall have five (5) days from the
receipt of any proposed modification to the Plans and Specifications or any proposed
change orders to review and approve same, which approval shall not be
unreasonably withheld. If JSF and INGRAHAM do not respond within the five (5)
days period they will be deemed to have approved the proposed change to the Plans
and Specifications and/or change order.
11. WARRANTIES. Upon completion of the Work, the CRA shall assign
to JSF and INGRAHAM all of the warranties provided by the Contractor under the
terms of the Construction Contract with respect to the Work. JSF and INGRAHAM
acknowledge and agree that the CRA shall not be responsible for the performance of
the Work and that JSF and INGRAHAM shall look solely to the Contractor who will
be solely responsible for remedying any defects or deficiencies in the Work in
accordance with the terms of the Construction Contract.
12. DISRUPTION OF BUSINESS. JSF and INGRAHAM acknowledge
that the Restaurant will not be able to be operated during the performance of the
Work and JSF and INGRAHAM acknowledge and agree that the CRA will have no
liability whatsoever to JSF and INGRAHAM for disruption of the operation of the
Restaurant while the Work is being performed.
0
SEOPW/CRA
0 3 - ji(1110
13. USE OF CRA GRANT. The CRA Grant may only be utilized in
accordance with the Budget and no portion of the CRA Grant may be utilized to
supplement the operating income of the Restaurant. The CRA shall retain any
funds remaining upon the completion of the Project.
14. OPERATOR'S REQUIREMENT. It is understood and agreed that
as a condition of obtaining the CRA Grant, JSF and INGRAHAM covenant and
agree to own and operate the Building and the Restaurant for a minimum of seven
(7) years from the date that the Work is substantially completed. In the event that
JSF ceases to operate the Restaurant or INGRAHAM sells the Building, or both,
then in such event, JSF and INGRAHAM covenant and agree to repay to the CRA
the unamortized portion of the CRA Grant assuming that the grant will be fully
amortized over the seven-year period, (i.e., if the Restaurant is closed after three (3)
years or the Building is sold after three (3) years, JSF and INGRAHAM will be
obligated to repay to the CRA four -sevenths (4/7ths) of the CRA Grant or a
maximum of Five Hundred Twenty -Five Thousand Seven Hundred Fourteen and
No/100 Dollars ($525,714.00) or four -sevenths (4/7ths) of the actual amount
expended, not to exceed the CRA Grant.
15. DATE OF COMPLETION. The CRA covenants and agrees to
complete the Work as soon as reasonably possible, subject to an extension as a
result of events of force majeure.
16. OBLIGATIONS OF JSF. JSF covenants and agrees to:
SErr,��OPW/CI�
7 tJ 3 1
(a) Comply with all federal, state and local rules and regulations
with respect to the use of the CRA Grant.
(b) Cooperate fully with the CRA in implementing the terms and
provisions of this Agreement.
17. CONFLICT OF INTEREST.
JSF and INGRAHAM are aware of the conflict of interest laws of the City of
Miami (City of Miami Code Chaptgr 2, Article V), Miami -Dade County, Florida
(Miami -Dade County Code Section 2-11.1) and the State of Florida, and agrees that
they shall fully comply in all respects with the terms of said laws with respect to
this Agreement.
18. OWNERSHIP OF DOCUMENTS. All reports, tests, studies,
drawings, plans, specifications, and other data developed by the Architect for the
purpose of this Agreement shall become the property of the CRA, subject to the
terms of the contract with the Architect. When the Work contemplated under this
Agreement is completed or for any reason terminated prior to completion, copies of
all of the above data shall be provided by the Architect to JSF and INGRAHAM for
use in connection with the Building.
19. AWARD OF AGREEMENT. JSF and INGRAHAM warrant that
they have not employed or retained any company or person to solicit or secure this
Agreement, that they have 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.
SEOPW/CRA
8 03 _ 100
JSF and INGRAHAM also warrant that to the best of their 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.
20. ENTIRE AGREEMENT. This Agreement represents the entire and
integrated agreement between the CRA, JSF and INGRAHAM and supersedes all
prior negotiations, representations or agreements, either written or oral, including
the Original Agreement. This Agreement may be amended only by written
instrument executed by CRA, JSF and INGRAHAM.
21. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the parties hereto and their respective heirs, executors, legal representatives,
successors and assigns.
22. INSURANCE. During the term of this Agreement, JSF and
INGRAHAM shall maintain the following insurance coverages:
A. Builder'A Risk insurance in an amount of 100% of the
replacement cost of the Building.
B. 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.
C. Automobile Liability Coverage in an amount not less than
$300,000 for each driver Bodily Injury and Property Damage combined.
�EUPW/CRA
9 - 100
D. Worker's Compensation and Employer's Liability coverage in
accordance with statutory requirements.
JSF and INGRAHAM shall furnish certificates of insurance to the CRA prior
to the commencement of any work under this Agreement, which shall clearly
indicate that JSF and INGRAHAM have 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 JSF and
INGRAHAM of their liability and obligations under any portion of this Agreement.
All insurance policies required above shall be issued by companies authorized
to do business under the laws of the State of Florida, with the following
qualifications:
The company must be rated no less than "B" as to
management, and no less than "Class V" as to financial
strength by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey or
its equivalent, subject to the approval of the CRA.
or
The Company must hold a valid Florida Certificate of
Authority as shown in the latest "List of All Insurance
Companies Authorized or Approved to Do Business in
Florida", issued by the State of Florida Department of
Insurance and are members of the Florida Guaranty
Fund.
SEOPW/CRA
10 013e 100
Certificates of Insurance shall indicate that no modification or change in
insurance shall be made without thirty (30) days written advance notice to the
certificate holder.
23. PROOF OF LICENSURE AND CERTIFICATION. JSF shall
furnish to the CRA copies of all current licenses required by the State of Florida
and/or Miami -Dade County to enable JSF to operate the Restaurant simultaneously
with the execution of this Agreement,
24. INDEMNIFICATION. JSF and INGRAHAM shall indemnify and
hold harmless the CRA and its officers, board members, employees, agents and
instrumentalities from any and all liability, losses or damages, including attorney's
fees and costs of defense, which the CRA or its officers, board members, employees,
agents or instrumentalities may incur as a result of claims, demands, suits causes
of actions or proceedings of any kind or nature arising out of, relating to or resulting
from the performance of this Agreement by JSF and INGRAHAM or their
employees, agents, servants, partners, principals or subcontractors. JSF and
INGRAHAM shall pay all claims and losses in connection therewith and shall
investigate and defend all claims suits or actions of any kind or nature in the names
of the CRA, where applicable, including appellate proceedings, and shall pay all
costs, judgments, and attorney's fees which may issue thereon. JSF and
INGRAHAM expressly understands and agrees that any insurance protection
required by the Agreement or otherwise provided by JSF and INGRAHAM shall in
no way limit the responsibility to indemnify, keep and save harmless and defend
SEOPW/Cl":,
�1 03- i00
the CRA or its officers, board members, employees, agents and instrumentalities as
herein provided.
25. RIGHT OF DECISIONS. All Work shall be performed 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 JSF and INGRAHAM do not concur in the judgment of the
Executive Director as to any decision made by him or her, JSF and INGRAHAM
shall present its written objections to the Board of Directors of the CRA for a
determination.
26. NON-DISCRINIINATION. JSF and INGRAHAM shall not
discriminate against any employee or applicant for employment because of race,
color, religion, sex, age, national origin, handicap or marital status. JSF and
INGRAHAM shall take affirmative action to ensure that applicants are employed,
without regard to their race, color, religion, sex, age, national origin, handicap or
marital status. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and
12 SEOPW/CRA
selection for training, including apprenticeship. JSF and INGRAHAM agree 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.
27. 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.
28. DEFAULT PROVISION. In the event that JSF and INGRAHAM
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 JSF and INGRAHAM may cancel and terminate this Agreement.
29. 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.
30. INDEMNIFICATION. JSF and INGR.AHAM covenant and agree
that they 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 JSF
and INGRAHAM or any of its officers, agents, employees or subconsultants,
whether direct or indirect, provided, however, that JSF and INGRAHAM shall not
13 SEOPW/CRA
03- 100
be liable under this Section for damages or injury arising out -of or directly caused
by or resulting from the sole negligence of the CRA or any of its agents, officers or
employees. The indemnity provided herein is not limited by reason of any particular
insurance coverage in this Agreement.
31. 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:
Frank K. Rollason
Executive Director
49 N.W. 5 h Street
Suite 100
Miami, Florida 33128
Phone: (305) 679-6800
Fax: (305) 679-6835
JSF:
Jackson Sole Food
950 N.W. 3rd Avenue
Miami, Florida 33136
Attn: Shirlene E. Ingham
Phone: (305)
Fax: (305)
Shirlene E. Ingham
950 N.W. 3rd Avenue
Miami, Florida 33136
Phone: (305)
Fax: (305) _
32. AMENDMENTS. No amendments to this Agreement shall be binding
on either party unless in writing and signed by both parties.
33. MISCELLANEOUS PROVISIONS.
E. Title and paragraph headings are for convenient reference and
are not a part of this Agreement.
SEOPW/cp
14 03_ 100
F. 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 control.
G. 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.
H. Should any provision, paragraph, sentence, word or phrase
contained in this Agreement be determined by a court of competent jurisdiction to
be invalid, illegal or otherwise unenforceable under the laws of the State of Florida
or the City of Miami, such provision, paragraph, sentence, word or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, or if
not modifiable to conform with such laws, then same shall be deemed severable, and
in either event, the remaining terms and provisions of this Agreement shall remain
unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have, through their proper
corporate officials, executed this Agreement, the day and year first above set forth.
ATTEST:
.2LE.3,t
Corporate Secretary
JSF:
JACKSON SOUL FOOD RESTAURANT, a
Florida corporation
By:,JL,& e- JJ,
Shirlene E. INGRAHAM, President
15
SEOPW/CkA
03- 100
ATTEST: I R.AHAM:Xise'&
-
Shirlene E. INGRAHAM
ATTEST:
Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
William R. Bloom, Esq.
Holland & Knight, LLP
CRA Counsel
SOUTHEAST OVERTOWN/PARKWEST
COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and politic of the
State of Florida
ME
Name: Frank K. Rollason
Title: Executive Director
SEOPW/CRA
03- 100
16
M IZI�
DEMAS JACKSON, the owner and holder of that Mortgage dated December
17, 2002, and recorded on December 31, 2002 in Official Records Book 20912, at
Page 2947 of the Public Records of Miami -Dade County, Florida (the "Mortgage")
joins in the execution of this Agreement to subordinate the terms and provisions of
the Mortgage to the terms of the Amended and Restated Grant Agreement,
including, without limitation, the provisions of Section 14 and to acknowledge that
the terms and provisions of the Amended and Restated Grant Agreement will be
binding upon the undersigned to the same extent as if a party to the Amended and
Restated Grant Agreement.
# 226805_v9
JAC , Individually
SEOPWICRA
17 a3_ 100
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel 1: The North 46 feet of Lot 1 and the North 46 feet of the East 28 feet of Lot
2, in Block 27, of NORTH, CITY OF MIAMI, according to the Plat thereof as
recorded in Plat Book "B" at Page 41, of the Public Records of Miami -Dade County,
Florida.
Parcel 2: The North 0.10 feet of the South 54 feet of the North 100 feet of Lots 1
and 2, in Block 27, NORTH, CITY OF MIAMI, according to the Plat thereof as
recorded in Plat Book "B" at Page 41, of the Public Records of Miami -Dade County,
Florida.
# 1398679_vl
SEOPW/CRA
03- 100
EXHIBIT "B" - JACKSON SOUL FOOD
SEOPW/CRA
03- 100
550023.16 CRA Jackson's Soul Food Restaurant
SCOPE November 13, 2003
Prepare construction documents based on TYLI/HJR design and current Florida Building
Code requirements. Design and construction documents will include the following:
Architecture
• Layout of two (2) new kitchen areas
• Layout of two (2) dining areas (main room with bar and family room)
• Storage area
• Restroom facilities
• Office area
• Exterior (fagade) improvements
• Specifications will be shown on the drawings
Structural Engineering
• Design of new structural elements such as foundations
• Floor slabs
• Roof frames
• Walls
• Columns
• Sections and Details
• Structural specifications will in the form of notes on the drawings
Mechanical Engineering
• Design of the new HVAC system
• Calculations for energy consumption and heat loads
• New equipment selection
• New duct layout based on calculations and air circulation requirements
• Re -design of toilet ventilation
• Provide applicable details, schedules and specifications on drawings
• The hood design is not included and will be prepared by the kitchen
equipment supplier/manufacturer.
Electrical Engineering
• Design of interior lighting and power for the new and renovated areas
• The design will be in accordance with the Florida Building Code and the
National Electric Code (NEC).
• Upgrades to the electrical panel will be required.
CADocuments and Settings\ngrant\Local Settings\Temporary Internet Files\OLKA9\550023.16 Jackson's Soul Food SEOPW/CRA
Restaurant Scopel.doc
Plumbing
• Re -design of the sanitary waste and vent floor plans and isometrics
• Re -design of hot & cold water distribution and risers, grease waste & vent
isometrics
• Grease traps
• Details, schedules and specifications on drawings
• Gas piping layout on plan and isometric
Bidding and Construction Administration Services are limited to:
• Coordination with the Construction Manager.
• Plans interpretation and clarification.
• Responses to contractor's Requests for Information (RFI).
• Review of Shop Drawings.
• Perform site visits during construction of the work (up to 40 visits).
• Prepare Record Drawings.
Items Not Included
• Testing.
• Civil or Site Engineering.
• Landscape Architecture
• Materials testing.
• Testing and Balancing.
• Kitchen Hood Design (by manufacturer)
• Product Control Approvals.
Schedule
Ten weeks to finish design. Begin October 6, 2003 and complete by January 25, 2004.
Construction phase is 9 months.
Budget
Project construction budget is $650,000.
CADocuments and Settings\ngrant\Local Settings\Temporary Internet Files\OLKA9\550023.16 Jackson's Soul Food SEOPW/CRA
Restaurant Scopel.doc
City of Miami CRA
Jackson's Soul Food Restaurant
ID
Task Name
Duration
Start
T—.
Finish
12004
Oct Nov
Dec
Jan I Feb Mar Apr Ma v Jun JulAu1
DESIGN
13 wks'
Mon 10/6/03
Fri 1
2
COORDINATION WITH CM
45 days;:
Mon 11/17/03
Fri 1/1-6164
3
REPLAY
120 days
Mon 9/22/03'!
Fri 3/5/04
4
PERMITTING
4 wks:
Mon 3/15/04.
Fri 4/9/04
5
CONSTRUCTION
rn ns�
9 02/28/04
Wed /2 1 4:
ue 1
Task Milestone ♦ External Tasks
roject: Jackson's Soul Food overalls
ate: Wed 11/19/03 Split ...... I ...... Summary External Milestone
Progress Project Summary Deadline
Wed 11/19/03