HomeMy WebLinkAboutR-03-0345J-03-335
4/10/03
RESOLUTION NO. 03— 345
A RESOLUTION OF THE CITY OF MIAMI
COMMISSION, WITH ATTACHMENT(S), ACCEPTING A
PRESERVATION DEVELOPMENT INITIATIVE GRANT,
VALUED AT $97,500, FOR TECHNICAL SERVICE
FROM THE NATIONAL TRUST FOR HISTORIC
PRESERVATION IN THE UNITED STATES TO ASSIST
THE CITY OF MIAMI IN INCORPORATING HISTORIC
PRESERVATION AS PART OF ITS ECONOMIC AND
COMMUNITY DEVELOPMENT STRATEGIES;
AUTHORIZING THE ALLOCATION OF REQUIRED
MATCHING FUNDS, IN THE AMOUNT OF $57,500,
FROM THE HISTORIC PRESERVATION INITIATIVE OF
HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT
BOND FUNDS, CAPITAL IMPROVEMENT PROJECT
NO. 327001; FURTHER AUTHORIZING THE CITY
MANAGER TO EXECUTE THE NECESSARY AGREEMENT,
IN SUBSTANTIALLY THE ATTACHED FORM, TO
IMPLEMENT ACCEPTANCE OF SAID GRANT.
WHEREAS, the City of Miami has made application for and
received a Preservation Development Initiative grant consisting
of technical assistance valued at $97,500, and a commitment to
create a financial assistance tool that will be capitalized at
no less than $1.7 million from the National Trust for Historic
Preservation in the United States, to assist the City of Miami
in using historic preservation as part of its economic and
community development strategies; and
�o T ., k AySA N' T [`w),
- `'�b a 1 B � � u`y� ��
C 01, 17 A I N I Uft
CITY CC?Ad11!=ON
MEETING OF'
APR 1 0 2003
Resolution No.
03- 345.
WHEREAS, matching funds from the City of Miami, in the
amount of $57,500, required for said Grant are available from
the Historic Preservation Initiative of the Homeland Defense
Neighborhood Improvement Bond Funds, Capital Improvement Project
Account No. 327001; and
WHEREAS, this matter was presented before the Bond
Oversight Board on March 25, 2003, and the Board approved the
allocation from the Historic Preservation Initiative of the
Homeland Defense Neighborhood Improvement Bond Funds, Capital
Improvement Project;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION 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 as if fully set forth in this Section.
Section 2. A Preservation Development Initiative Grant,
valued at $97,500, for technical service from the National Trust
for Historic Preservation for the United States, is accepted to
assist the City of Miami in incorporating historic preservation
as part of its economic and community development strategies.
Section 3. The allocation of required matching funds,
in the amount of $57,500, is authorized from the Historic
Preservation Initiative of the Homeland Defense Neighborhood
Improvement Bond Funds, Capital Improvement Project No. 327001.
Page 2 of 3 A C
o3. 4 5
Section 4. The City Manager is authorizedll to execute
an agreement, in substantially the attached form, to implement
acceptance of said grant.
Section 5. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.21
PASSED AND ADOPTED this 10th day of April , 2003.
ATTEST:
PRI ILLA A. THOMPSON
CITY CLERK
APPROVE�bRM CORRECTNESS:t/
ATTORNEY
W7140:tr:AS:BSS
1� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the
City Commission.
Page 3 of 3 03- 345
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
CA -6
TO: , onora Mayor Nnd Mem s DATE: 2;
NT -03 -IN -2443
EXHIBIT A
Examples of Ongoing Technical Assistance Available from the National Trust
Development of community -wide Main Street programs.
2. Establishment of Main Street programs in one or more specific commercial districts.
3. Basic and advanced commercial revitalization training.
4. Specific assistance to existing commercial district revitalization and management programs
in areas such as market analysis, business development, and marketing.
5. Membership in the National Main Street Network, whose benefits including Main Street
News, Network member website, discounts on National Main Street Center's materials and
conferences, information exchanges, and access to the National Trust's financial assistance
and insurance programs.
6. Organizational development and program design assistance to build real estate capacity
aimed at assisting residents of low-income historic districts.
7. Comprehensive assistance, including low-interest, short term loans, to developers of
historic properties.
8. Consulting through the National Trust's Heritage Property Services group on all facets of
preservation -related real estate development including comprehensive project consultation;
feasibility analyses; and tax credit syndication services (such as preliminary legal
structuring, initial tax credit valuation, development of an investor presentation package,
preparation of the Part 1, 2, and 3 applications to the National Park Service, assistance in
identifying bridge and other debt financing, identification of prospective equity investors,
negotiation of the letter of intent and assistance during the closing process).
9. Consulting and technical assistance regarding the establishment of local financial incentives
programs including revolving loan funds and loan guaranty programs.
10. Consultation regarding participating in the New Markets Tax Credit program including
setting up Community Development Entities (CDEs), working with local lenders to
structure New Markets Tax Credit advantaged debt products.
11. Advisory service regarding new design in historic areas.
03- 345
NT -03 -IN -2443
Exhibit A
Page 2
12. Strengthening of community -wide preservation organizations, including priority
consideration for participation in the National Trust's Local Organization Initiative and
annual Big City Preservation Workshop.
13. Strengthening preservation and smart growth policies and ordinances.
14. Advising on historic site stewardship.
15. Initiating or strengthening heritage tourism programs.
03- 345
NT -03 -IN -2443
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is entered into by and between National Trust for Historic Preservation in
the United States, a charitable, educational and nonprofit corporation created by Act of Congress,
with a mailing address at 1785 Massachusetts Avenue, N.W., Washington, D.C. 20036 (hereafter
referred to as the "National Trust") and the City of Miami, a municipal corporation organized
under the laws of the State of Florida through its Planning and Zoning Department whose
mailing address is P.O. Box 330708, Miami, Florida 33233 (hereafter referred to as "Local
Sponsor").
BACKGROUND
The National Trust's Preservation Development Initiative ("PDI") provides assessments,
technical assistance and related services at discounted or no cost to selected communities
throughout the United States to assist those communities in using historic preservation as part of
their economic and community development strategies. PDI is made possible through a grant to the
National Trust from the John S. and James L. Knight Foundation (the "Knight Foundation").
Communities eligible to be selected for PDI are any of the twenty-six communities participating in
the Knight Foundation's Community Partners Program (each, a "Knight Community" or jointly the
"Knight Communities"). PDI participants are selected by the National Trust from among interested
Knight Communities through a competitive proposal process. Any government agency, community
foundation, nonprofit organization or private corporation may submit an application on behalf of a
Knight Community.
Miami, Florida (the "Community"), a Knight Community, has been selected to participate in PDI
based on a proposal submitted by the Local Sponsor. As a result of participation in PDI, subject to
the terms and conditions of this Agreement, the National Trust will provide the following four
categories of assistance with respect to the Community: (1) a comprehensive community
preservation assessment consisting of a week-long strategic planning service, and the preparation
and presentation of a preservation -based economic development strategy; (2) follow-up technical
assistance provided at no cost on a retainer basis; (3) discounted ongoing technical assistance; and
(4) access to success stories and lessons learned disseminated through a "best practices" database
and a preservation -based development symposium.
The Local Sponsor wishes to enter into a cooperative working agreement with the National Trust
that will facilitate the delivery of these categories of assistance to the Community.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties have agreed as follows:
345
NT -03 -IN -2443
Page 2
1.Term. This Agreement will be effective as of October 1, 2002. It will conclude no later
than June 30, 2004 or the date on which all subsidies available with respect to the
Community pursuant to this Agreement have been exhausted, whichever date occurs first.
The term may be extended for an additional period of time through a properly executed
amendment signed by the authorized representatives of both parties.
2. Definitions. The parties agree that the following terms when used in this Agreement will
have the meanings set forth below:
A. "Assessment" has the meaning set forth in paragraph 3.A
B. "Assessment Match" has the meaning set forth in paragraph 5.A
C. "Best Practices Data Base" has the meaning set forth in paragraph 3.1)(i).
D. "Community" has the meaning set forth in the Background Statement.
E. "Follow -Uv Technical Assistance" has the meaning set forth in paragraph 3.B.
F. "Knight Community" has the meaning set forth in the Background Statement.
G. "Knight Foundation" has the meaning set forth in the Background Statement.
H. "Local Partners" means any government agency, community foundation, nonprofit
organization, or private corporation identified by the Local Sponsor as being a useful
participant in the activities contemplated in this Agreement.
I. "Ongoing Technical Assistance" has the meaning set forth in paragraph 3.C.
J. "On -Site Assessment" has the meaning set forth in paragraph 3.A.(ii).
K. "PDI" has the meaning set forth in the Background Statement.
L. "Retainer" has the meaning set forth in paragraph 3.B
M. "Straten Egggrt" has the meaning set forth in paragraph 3.A(iii).
N. "Symposium" has the meaning set forth in paragraph 3.1)(ii).
O. "Task Fee" has the meaning set forth in paragraph 3.C(ii).
P. "Task Order" has the meaning set forth in paragraph 3.C(ii).
Q. "Team" means the economic and community development experts who will conduct
the Assessment of the Community, including representatives from the National Trust's
03- 345
NT -03 -IN -2443
Page 3
Community Partners program, a representative from the National Main Street Center,
and other National Trust staff, as appropriate.
R. Third Party Costs" means all expenses incurred by the National Trust or its agents to
third parties in the course of performing the services contemplated herein, including
items such as travel, lodging, meals, toll telephone calls, photocopying, facsimiles
("fax"), and courier services. -
3. Services to be Provided by the National Trust
A. ComRrehensive Community Preservation Assessment. The National Trust will
perform a comprehensive community preservation assessment (the "Assessment")
designed to determine current and potential preservation -based economic development
strategies for the Community. The Assessment will consist of four components: (1) an
Off -Site Assessment, (2) an On -Site Assessment, (3) Additional Assessment Services (if
any), and (4) an Economic Development Strategy Report.
(i) Off -Site Assessment. Prior to undertaking the On -Site Assessment, the Team
will perform the following tasks:
(a) Review background information furnished by the Local Sponsor;
(b) Identify factors affecting preservation -based development throughout the
Community, including:
(1) Patterns of commercial and residential development, zoning and
planning policies, transportation infrastructure, and other influences
on commercial and residential development;
(2) Public and private financing available for preservation -based
community development;
(3) Regulatory and incentive -driven tools available within the
Community; and
(4) The experience and capacity of public- and private -sector
organizations and agencies involved in the revitalization of historic
residential neighborhoods and traditional commercial districts.
(c) Develop a questionnaire to be used during interviews with Local Partners;
(d) Coordinate with the Local Sponsor in preparing an itinerary for the On -
Site Assessment; and
03- 345
NT -03 -IN -2443
Page 4
(e) Coordinate with the Local Sponsor in setting up appointments to meet with
Local Sponsor staff and Local Partners.
On -Site Assessment. The members of the Team will visit the community for
approximately five -days to perform an on-site assessment (the "On -Site
Assessment"). Members of the Team will perform the following tasks as part of
the On -Site Assessment:
(a) Tour the community, meet Local Partners, and collect additional
information;
(b) Conduct confidential interviews with a representative group of residents,
property owners, business owners, civic leaders, developers, and others;
(c) Work independently to gather additional information;
(d) Evaluate any existing short-range and long-range plans for Community
neighborhoods, and identify areas of priority for future action;
(e) Review existing public and private Community programs that complement
a comprehensive approach to historic preservation;
(f) Meet with a representative of the State Historic Preservation Officer in
person or by phone regarding priorities and endangered properties, and
solicit input from them to maximize the Team's assistance to the Local
Sponsor;
(g) Identify potential historic tax credit projects;
(h) Identify National Trust Inner -City Ventures Fund or National Preservation
Loan Fund opportunities, for either individual project -based loans or for
lines of credit to assist multiple projects undertaken by one organization;
(i) Identify historic or conservation districts in the Community that would
benefit from the creation of design guidelines for affordable housing;
(j) Identify Community commercial districts that would benefit from the
creations of design guidelines;
(k) Identify one or more urban neighborhoods in the Community that would
benefit from the creation of a Main Street program, or a citywide Main
Street program to assist multiple districts in the Community;
03-- 345
NT -03 -IN -2443
Page 5
(I) Identify opportunities for the Local Sponsor to expand partnerships with
other national community revitalization intermediaries and funding
sources; and
(m) Evaluate the Local Sponsor's opportunities to fund recommended
strategies, programs and technical assistance.
(iii) Economic Development Strategy Rept . Once the On -Site Assessment has
been completed, the Team will formulate a practical, preservation -based
economic development strategy for the Community, with specific
recommendations and a "success schedule". The National Trust will present the
recommended strategy in the form of a bound, written report (the "Strategy
Report"). In addition, one or more members of the Team will present the
principal findings contained in the Strategy Report at a public forum organized
by the Local Sponsor.
B. Follow -Up Technical Assistance .
(i) Upon payment of the $20,000 Assessment Match by the Local Sponsor, an
additional $25,000 retainer (the "Retainer") will deemed to have been paid to
the National Trust on behalf of the Local Sponsor from the proceeds of the
National Trust's Knight Foundation grant. The Retainer shall be used to
facilitate the provision of Follow -Up Technical Assistance. Follow -Up
Technical Assistance means the provision of advice and technical assistance by
the National Trust on an "as -needed" basis. It is contemplated that Follow -Up
Technical Assistance will initially involve assistance designed to ensure that
momentum is not lost following the completion of the Strategy Report by
providing the Local Sponsor or its designees with access to Team members and
other National Trust professional staff while formulating plans for implementing
the recommendations contained in the Strategy Report. Thereafter, Follow -Up
Technical Assistance shall mean phone consultation or written guidance on
discrete questions that lend themselves to hourly consulting. The parties agree
to work cooperatively to determine whether specific consulting assignments are
best characterized as Follow -Up Technical Assistance or Ongoing Technical
Assistance pursuant to paragraph 3.C. The provision of Follow -Up Technical
Assistance pursuant to the Retainer shall be subject to the following terms and
conditions:
(ii) Services provided pursuant to the Retainer shall be available only to the Local
Sponsor or its authorized designees. The designated Representative of the Local
Sponsor shall on a continuing basis indicate in writing to the designated
Representative of the National Trust which of Local Sponsor's employees may
access Retainer services. In addition, the designated Representative of the Local
Sponsor may authorize other individuals (for example, employees of other Local
Partners) to access Retainer services provided that such authorization is given to
the designated Representative of the National Trust in writing, and names the
03- 345
NT -03 -IN -2443
Page 6
specific person or persons who may access such services and the extent of their
authorization to do so.
(iii) Persons seeking to access Retainer services must initially contact the designated
Representative of the National Trust at the onset of each assignment. The
National Trust Representative shall evaluate the nature of the request and assign
it to an appropriate National Trust professional staff member or an independent
consultant selected and retained by the National Trust.
(iv) The Retainer fund will be debited at the rate of $145.00 per hour of professional
services performed by the staff of the National Trust. Any expenses incurred
for the services of outside consultants will be debited against the Retainer at
their actual cost, based upon fees negotiated by the National Trust with each
such consultant. The Retainer will also be debited for the actual cost of all
Third Party Expenses incurred in connected with the provision of Retainer
services; provided, however, that a 15 % mark-up for administration will be
added to travel expenses where National Trust staff are not participating in the
service.
(v) The National Trust will provide the Local Sponsor with a statement at the end of
each calendar quarter identifying the professional services rendered and the
Third Party Expenses paid during the quarter from the Retainer and the balance
remaining in the Retainer.
(vi) The National Trust retains the option to charge the Local Sponsor for any
follow-up technical assistance obtained from the National Trust in a manner that
is inconsistent with the provisions of this paragraph 3.13, including the
requirements of paragraph 3.13(ii) and (iii). The charge for such assistance shall
be based upon the standard rates currently in effect for consulting services
provided by the National Trust in the normal course of business and shall be due
and payable within thirty (30) days following the receipt of an itemized invoice
of such services.
C. Ongoing Technical Assistance Tasks.
(i) The Knight Foundation grant to the National Trust enables the National Trust to
provide a fixed amount of discounted Ongoing Technical Assistance (as
hereafter defined) to the Local Sponsor or its designee. Ongoing Technical
Assistance means technical assistance or consulting assignments that are defined
in terms of the completion of specific programmatic tasks (for example,
initiating a heritage tourism program or revising codes and ordinances).
Examples of possible Ongoing Technical Assistance tasks are listed in Exhibit
A, which is attached and incorporated herein by reference. It is expressly
understood that should the National Trust agree to provide funding to the Local
Sponsor or its designee to establish financial programs such as revolving loan
03- 345
NT -03 -IN -2443
Page 7
funds, any technical assistance required or desired in connection with the
provision of such funds shall be considered Ongoing Technical Assistance.
(ii) The Local Sponsor or its designee may request an estimate from the National
Trust for performing Ongoing Technical Assistance tasks. Each request shall
contain a brief scope of work and desired outcome. The National Trust shall
respond in a timely manner to such requests (including notifying the Local
Sponsor that it is not able to undertake the additional requested task, if that is the
case). If the parties agree that the National Trust should undertake a task, the
National Trust shall prepare a task order ("Task Order") to that effect. The
Task Order shall describe the agreement of the parties regarding the scope of the
task to be performed and the conditions related thereto. Each Task Order shall
state the agreed amount of or basis for calculating the compensation (e.g. a fixed
fee) to be paid to the National Trust in consideration of the task to be performed
(the "Task Fee"). The National Trust may require a deposit or that Task Fees '
be paid in progress installments, subject to the negotiations of the parties. Tasks
shall be performed by a professional staff member of the National Trust or an
independent consultant selected and retained by the National Trust. If a party
other than the Local Sponsor orders the task or is responsible for the Task Fee,
the Local Sponsor shall nonetheless countersign the Task Order so as to
evidence its assent to the use of such portion of the discounted technical
assistance available hereunder.
D. Dissemination and Evaluation. The Local Sponsor shall also be entitled to the
following services which are designed to disseminate "best practices" and lessons
learned by the eight Knight Communities initially participating in PDI:
(i) Local Sponsor shall, at no additional cost, have access to a "Best Practices"
online database (the "Best Practices Database") highlighting the "best practices"
of preservation -based economic development. The Best Practices Database will
be developed at a future date by the National Trust and will be maintained for so
long as funding remains available to do so; and
(ii) The National Trust will organize a preservation -based development symposium
(the "Symposium") in Washington, D.C. that will feature, among others, the
Local Sponsor and/or the Community: The Symposium is expected to occur in
the spring of summer of 2004. Any registration fees that might be charged for
the Symposium will be waived for a fixed number of representatives of the
Local Sponsor and its designees. The number of complimentary registrations to
be made available will be determined by the National Trust in advance of the
Symposium. Attendees receiving complimentary registration will also receive
complimentary accommodations funded through the Knight Foundation grant.
Complimentary accommodations must be arranged by the National Trust's
Travel Coordinator (Sue De La Torre 202/588-6206).
03- 345
NT -03 -IN -2443
Page 8
4. Materials or Assistance to be Provided by the Local Sponsor.
A. Assessment ReeQnsibilities. The Local Sponsor agrees, promptly upon the execution
of this Agreement, to discharge the following responsibilities with respect to the
Assessment:
(i) providing the National Trust with any background materials (including maps,
plans, codes, descriptions of development projects, information on Local
Sponsor and Local Partner agencies and programs, and other materials), as
requested by the National Trust for its preparation of the Assessment;
(ii) establishing Local Partners and providing the National Trust with names and
contact persons that the National Trust should include in the interview and
Assessment process, and any other information that the National Trust may
reasonably request;
(iii) making all logistical arrangement necessary for the Assessment, the public
presentation of the Strategic Report and other scheduled local events, including
the following:
(a) providing adequate on-site meeting space, work facilities and requested
equipment, such as a slide projector, LCD Projector, flip chart and
overhead projector;
(b) issuing invitations to participants;
(c) preparing and confirming local schedules including meetings, focus groups
and interviews; and
(d) providing suitable local program publicity, if appropriate.
B. Follow -Up Technical Assistance Responsibilities. The Local Sponsor shall be
responsible for communicating all pertinent facts, issues, and other information to the
National Trust regarding any requested Follow -Up Technical Assistance.
C. OngQing Technical Assistance Responsibilities. The Local Sponsor or its designee
shall be responsible for communicating all pertinent facts, issues, and other information
to the National Trust regarding any requested Ongoing Technical Assistance. Other
responsibilities of the Local Sponsor or its designee with respect to any Ongoing
Technical Assistance undertaken by the National Trust shall be set out in the applicable
Task Order.
D. Dissemination and Evaluation Respgnsibilities. The Sponsor agrees to cooperate in
the collection of information related to the establishment of the Best Practices Data
Base and in developing the Symposium. The Local Sponsor also agrees to send
pa- 345
NT -03 -IN -2443
Page 9
participants to the Symposium, it being understood that the National Trust shall not be
responsible for the cost of such participation except as expressly set out in paragraph
3.D(ii).
5. Compensation.
A. Assessment Compensation. The Comprehensive Community Preservation Assessment
has a value of $80,000, of which $60,000 will be paid to the National Trust on behalf
of the Local Sponsor from the Knight Foundation grant. The Local Sponsor agrees to
pay the balance, Twenty Thousand Dollars ($20,000) (the "Assessment Match"), to the
National Trust as compensation for all services performed under paragraph 3.A. The
Assessment Match will be paid as follows:
(i) Five Thousand Dollars ($5,000.00) shall be paid as a non-refundable deposit
following the execution of this Agreement; and
(ii) Fifteen Thousand Dollars ($15,000) shall be paid upon completion of the
Strategy Report described in paragraph 3.A (iv) above.
B. Follow -Up Technical Assistance Compensation. Follow -Up Technical Assistance and
related expenses valued at Twenty -Five Thousand Dollars ($25,000) will be provided
for the Local Sponsor or its designees at no cost thereto, subject to the terms and
conditions of paragraph 3.B above.
C. Ongoing Technical Assistance Compensation. Task Fees shall be due and payable as
provided for in the applicable Task Order. The Knight Foundation grant to the National
Trust includes the sum of Thirty -Seven Thousand Five Hundred Dollars ($37,500) to
be used to subsidize the cost of Ongoing Technical Assistance, subject to a 1:1 match
requirement on the part of the Local Sponsor. It is agreed and understood that this
benefit will be realized by applying a 50% discount to the first Seventy- Five Thousand
Dollars ($75,000) ordered by the Local Sponsor or its designees (based upon standard
rates currently in effect for consulting services provided by the National Trust in the
normal course of business). Ongoing Technical Assistance ordered by the Local
Sponsor or its designees in excess of this amount will be charged at the standard rates
then in effect for consulting services provided b the National Trust in the normal course
of business.
D. Payment.
(i) The payment of compensation for services performed and expenses incurred
pursuant to this Agreement will be made in response to invoices submitted by
the National Trust as each installment or monthly billing becomes due as
specified in this Agreement or the applicable Task Order. Invoices for services
billed monthly will contain a statement of services performed and the number of
03- 345
NT -03 -IN -2443
Page 10
hours devoted to each service. The reimbursement for Third Party Expenses is
not contingent upon implementation of the applicable project or any other event.
(ii) Each invoice will be paid by the Local Sponsor within thirty (30) days following
receipt thereof. All payments for compensation and expenses will be sent
directly to the attention of:
McDuffie Nichols, Director, Preservation Development Initiatives,
National Trust for Historic Preservation in the United States
1785 Massachusetts Avenue, N.W.
Washington, D.C. 20036.
6. Representatives.
A. National Trust. McDuffie Nichols is hereby designated as the Representative of the
National Trust and is authorized to exercise the general direction, supervision and
administration of the performance of this Agreement on its behalf. All correspondence
and materials shall be sent as follows:
National Trust for Historic Preservation in the United States
1785 Massachusetts Avenue, NW
Washington, DC 20036
Attention: MCDuffie Nichols
B. Local Sponsor. Sarah Eaton is hereby designated as the Representative of the Local
Sponsor and is authorized to exercise the general direction, supervision and
administration of the performance of this Agreement on its behalf. All correspondence
and materials shall be sent as follows:
Miami Planning and Zoning Department
P.O. Box 330708
Miami, Florida 33233
Attn: Sarah Eaton, Preservation Officer
7. General Terms and Conditions.
A. Publici . The Local Sponsor agrees to use its best efforts to ensure that all
promotional materials, publications, signage, construction billboards, plaques or
communications with the media in connection with the services performed hereunder
shall acknowledge the participation of the National Trust and of the Knight Foundation.
Any reference to the Knight Foundation shall be as follows:
"The John S. and James L. Knight Foundation promotes excellence in journalism and
invests in the vitality of 26 U.S. communities".
03-- 345
NT -03 -IN -2443
Page 11
B. Independent Contractor. The National Trust is furnishing its services under this
Agreement as an independent contractor, and nothing in this Agreement creates any
association, partnership or joint venture between the parties, nor any employer-
employee relationship.
C. National Trust Role. The Local Sponsor agrees that it will not misrepresent the role
of the National Trust orally or in any written materials relating to the Project.
D. Indemnification of National Trust . The Local Sponsor agrees to defend, indemnify
and hold the National Trust, its officers, employees and agents harmless from and
against any liability or responsibility for any claims, damages, expenses or costs arising
out of any of Local Sponsor's acts or omissions in the performance of this Agreement.
E. Indemnification of Local Sponsor. The National Trust agrees to defend, indemnify
and hold the Local Sponsor, its officers, employees and agents harmless from and
against any liability or responsibility for any claims, damages, expenses or costs arising
out of any of the National Trust's acts or omissions in the performance of this
Agreement.
F. SubcontracLing. It is understood and agreed that in carrying out its services
hereunder, the National Trust is authorized to subcontract with such subcontractors, as
the National Trust may deem appropriate. The National Trust will be solely responsible
for compensating the subcontractors according to the terms of this Agreement and its
agreement with the subcontractors.
G. Co i t. It is agreed and understood that the National Trust is retaining ownership
of the copyright and all literary and property rights to the Strategy Report and in the
"Best Practices data base prepared for the Knight Communities pursuant to this
Agreement including all such rights in any secondary or derivative works based
thereon. However, the Local Sponsor shall have and is hereby granted an unlimited,
indefinite and royalty- free right to reproduce, publish or otherwise make use of the
Strategy Report in connection with its efforts to develop and implement preservation -
based economic development programs for the Community.
H. Release. The Local Sponsor consents to the release of and authorizes the use of any
information, case studies or other materials collected by the National Trust in the
performance of this Agreement for use in the Best Practices Data Base and in any
publications prepared by the National Trust.
I. Amendment. No amendment, modification or waiver of the terms or conditions of this
Agreement will be valid unless in writing and signed by both parties.
J. Successors and Assigns. This Agreement will be binding upon and will inure to the
benefit of the parties, their successors and assigns.
03- 345
NT -03 -IN -2443
Page 12
K. Governing law. This Agreement will be governed by the laws of the District of
Columbia.
L. Entire Agreement This document constitutes the entire agreement between the parties
concerning the services and obligations specified herein.
IN WITNESS WHEREOF, the parties have executed this Agreement with the signatures of their
duly authorized representatives, effective as of the date written above.
National Trust for Historic Preservation in the United States
0
City of Miami
IM
Moe, President
Carlos A. Gimenez, City Manager
03- 345