HomeMy WebLinkAboutR-02-0472J-02-236
4/17/02
RESOLUTION NO. 02— 472
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH THE
YMCA OF GREATER MIAMI, INC. ('YMCA") TO SERVE
AS THE LEAD PARTNER/ DEVELOPER FOR THE LITTLE
HAITI PARK PROJECT, FOR A TERM OF FIVE YEARS,
WITH THE OPTION TO EXTEND FOR FIVE ADDITIONAL
ONE-YEAR PERIODS, WITH TERMS AND CONDITIONS
AS MORE PARTICULARLY SET FORTH IN THE
AGREEMENT; ALLOCATING FUNDS IN THE AMOUNT OF
$100,000 FROM CAPITAL IMPROVEMENT PROJECT
NO. 331412 ENTITLED "LITTLE HAITI PARK LAND
ACQUISITION AND DEVELOPMENT" FOR INITIAL
WORK.
WHEREAS, the City, through a series of legislative actions
and through the work of a Commission -appointed committee of
interested residents and community leaders, known as the Little
Haiti Park Working Group, has approved the creation of a first
class, full-service community park within the Little Haiti
neighborhood, the Little Haiti Park ("Park"), to meet the
comprehensive recreational, cultural and educational needs of
residents in the surrounding area; and
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02- 472
WHEREAS, the administration determined that the most viable
and expeditious method to create the Park was to forge mutually
beneficial relationships with private, non-profit groups, one of
which should serve as the Lead Partner/Developer; and
WHEREAS, a Request for Qualifications ("RFQ") was issued to
identify a Lead Partner/Developer to provide leadership,
facilitation and management expertise to direct the various
participants and stakeholders through the multi -phased processes
of the project; and
WHEREAS, after evaluation by a review committee and upon the
recommendation of the City Manager, the City Commission, by
Resolution No. 01-1323, adopted December 13, 2001, approved the
selection of the YMCA as the Lead Partner, subject to certain
conditions, and further authorized the City Manager to negotiate
and return with an agreement; and
WHEREAS, the agreement provides detailed terms, conditions,
and responsibilities of the YMCA for the project, including its
commitment to meet the conditions stipulated under Resolution
No. 01-1323; and
Page 2 of 5
-� 472
WHEREAS, the primary responsibilities of the YMCA include
grants and fund-raising, community partnership building and
facilitation, and predevelopment services for a future YMCA
facility that may be constructed within the district boundary for
the Park; and
WHEREAS, additionally, the YMCA will assist in securing
professional and technical consultants as may be required, and
may participate in land acquisition, planning and design
processes; and
WHEREAS, the agreement will have a five-year term, with the
option to extend for five additional one-year periods; and
WHEREAS, the agreement further provides for compensation to
the YMCA and its consultants, for fees and allowable expenses, to
be made as funds become available, either through outside sources
or through the City, subject to appropriations as may be
required; and
WHEREAS, funds are available for the initial work in the
amount of $100,000 from Capital Improvement Project No. 331412
entitled "Little Haiti Park Land Acquisition and Development";
Page 3 of 5
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. The City Manager is authorizedl�to execute an
agreement, in substantially the attached form, with the YMCA of
Greater Miami, Inc. ("YMCA") to serve as the Lead
Partner/Developer for the Little Haiti Park Project, for a term
of five years, with the option to extend for five additional
one-year periods, with terms and conditions as more particularly
set forth in the agreement, with funds allocated in the amount of
$100,000 from Capital Improvement Project No. 331412 entitled
"Little Haiti Park Land Acquisition and Development" for initial
work.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.21
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.
zi 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 4 of 5 02- 472
PASSED AND ADOPTED this 25th
ATTEST:
(?A - ,ft A
PRISCILL A. THOMPSON
CITY CLERK_
APP D TO FORM
NDRO ILARELL
CITY ATTORNEY
W6082:LB
OF
CORRECTNESS:
Page 5 of 5
day of April , 2002.
I
IXA
NUEL DIAZ, MAYOR
() 472
PROFESSIONAL SERVICES AGREEMENT
between the CITY OF MIAMI
and the YMCA OF GREATER MIAMI, INC.
LITTLE HAITI PARK LEAD PARTNER/DEVELOPER
This Agreement (hereinafter the "Agreement") is entered into this _ day of
2002 (but effective as of May 15, 2002) by and between the City of
Miami, a municipal corporation of the State of Florida ("City") and the YMCA of Greater Miami,
Inc., a not-for-profit corporation (hereinafter "Lead Partner") (hereinafter collectively referred to
as the "Parties").
RECITALS:
1. The City, through various actions of its Board of Commissioners and through the work of
a Commission -appointed committee of interested residents and community leaders, known as
the Little Haiti Park Working Group ("Working Group"), has approved the creation first class,
full-service community park within the Little Haiti neighborhood and specifically within the area
bounded by NE 67th Street on the north, Florida East Coast Railway right-of-way on the east,
NE 59th Street on the south and NE 2nd Avenue on the west. This Little Haiti Park (hereinafter
the "Park"), is intended to meet the comprehensive recreational, cultural and educational needs
of current and future residents of the surrounding areas, and to do so by forging mutually
beneficial relationships with a private, non-profit group or groups as the most viable and
expeditious method to accomplish this goal. The creation of the Park and the varied and
extensive processes related thereto shall hereinafter be referred to as the "Project".
2. The City issued a Request for Qualifications ("RFQ") to identify a Lead
Partner/Developer to lead and facilitate the development of the Park (hereinafter the "Services")
and Lead Partner's proposal ("Proposal"), in response thereto, has been selected as the most
qualified proposal for the provision of the Services.
3. The Commission of the City of Miami, by Resolution No. 01-1323 adopted on
December 13, 2001 conditionally approved the selection of the Lead Partner and authorized the
City Manager to negotiate and return to the City Commission with an Agreement.
02- 472
4. The intention of the City and community members involved in the Project is to proceed
to develop the Park in the most accelerated and expeditious manner without sacrificing the
desired superior quality of the outcome.
5. The City Commission, by Resolution No. 02- adopted on April _, 2002 authorized
the City Manager to execute a contract, under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Lead Partner and the City agree as follows:
TERMS:
1. RECITALS: The recitals are true and correct and are hereby incorporated into and
made a part of this Agreement.
2. TERM: The term of this Agreement shall be for a period of five (5) years commencing on
the effective date hereof. However, the term may be extended at the City's sole option if
necessary, subject to the completion of any Statement of Work as further provided herein.
3. OPTION TO EXTEND: The City shall have five (5) options to extend the term hereof for a
period of one (1) year each, subject to availability and appropriation of funds. City
Commission approval shall not be required as long as the total extended term does not
exceed five (5) years, the period equal to the original term of this Agreement.
4. SCOPE OF SERVICE:
A. Lead Partner agrees to provide the Services as specifically described, and under
the special terms and conditions set forth in Attachment "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Lead Partner represents and warrants to the City that: (i) it possesses all
qualifications, licenses and expertise required under the Solicitation Documents for the
performance of the Services; (ii) it is not delinquent in the payment of any sums due the City,
including payment of permit fees, occupational licenses, etc., nor in the performance of any
obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at
all times during the term hereof, fully qualified and trained to perform the tasks assigned to
each; and (iv) the Services will be performed in the manner described in Attachment "A".
City Draft 4/17/2002 2472
4
5. COMPENSATION:
A. The amount of compensation payable by the City to Lead Partner shall be based
upon the terms described in Attachment "B" hereto, which by this reference is incorporated into
this Agreement. Continued compensation shall be subject to the availability of funds either
through outside sources or from the City, subject to appropriation and allocation for use under
this Agreement, as may be required.
B. Unless otherwise specifically provided in Attachment "B", payment shall be made
within forty five (45) days after receipt of Lead Partner's invoice, which shall be accompanied by
sufficient supporting documentation and contain sufficient detail, to allow a proper audit of
expenditures, should City require one to be performed. If Lead Partner is entitled to
reimbursement of travel expenses (i.e. Attachment "B" includes travel expenses as a specific
item of compensation), then all bills for travel expenses shall be submitted in accordance with
Section 112.061, Florida Statutes.
6. COMMUNITY COMMITMENTS: As requested by the Review Committee in
recommending Lead Partner to the City Manager, and pursuant to Resolution No. 01-1323,
Lead Partner agrees to these additional conditions:
A. Lead Partner will actively recruit and hire employees for this Project from within
the Little Haiti area for all levels of employment, so that the organization more closely mirrors
the diversity of the community served from this location.
B. Lead Partner will actively recruit and appoint individuals from the Little Haiti
community to the YMCA Board of Directors, as vacancies become available.
C. Lead Partner will strengthen collaboration on this Project by bringing more
community partners into the process, with preference being given to agencies and/or groups
from the Little Haiti area.
7. OWNERSHIP OF DOCUMENTS: Lead Partner understands and agrees that any
information, document, report or any other material whatsoever which is given by the City to
Lead Partner or which is otherwise obtained or prepared by Lead Partner pursuant to or under
the terms of this Agreement is and shall at all times remain the property of the City. Lead
Partner agrees not to use any such information, document, report or material for any other
purpose whatsoever without the written consent of City, which may be withheld or conditioned
by the City in its sole discretion.
8. AUDIT AND INSPECTION RIGHTS:
City Draft 4/17/2002 3 02- 4"72
A. The City may, at reasonable times, and for a period of up to three (3) years
following the date of final payment by the City to Lead Partner under this Agreement, audit, or
cause to be audited, those books and records of Lead Partner which are related to Lead
Partner's performance under this Agreement. Lead Partner agrees to maintain all such books
and records at its principal place of business for a period of three (3) years after final payment
is made under this Agreement.
B. The City may, at reasonable times during the term hereof, inspect Lead Partner's
facilities and perform such tests, as the City deems reasonably necessary, to determine
whether the goods or services required to be provided by Lead Partner under this Agreement
conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Lead
Partner shall make available to the City all reasonable facilities and assistance to facilitate the
performance of tests or inspections by City representatives. All tests and inspections shall be
subject to, and made in accordance with, the provisions of Section 18-55.2 of the Code of the
City of Miami, Florida, as same may be amended or supplemented, from time to time.
9. AWARD OF AGREEMENT: Lead Partner represents and warrants to the City that it
has not employed or retained any person or company employed by the City to solicit or secure
this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this Agreement.
10. PUBLIC RECORDS: Lead Partner understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to City contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the
public to all documents subject to disclosure under applicable law. Lead Partner's failure or
refusal to comply with the provisions of this section shall result in the immediate cancellation of
this Agreement by the City.
11. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Lead Partner
understands that agreements between private entities and local governments are subject to
certain laws and regulations, including laws pertaining to public records, conflict of interest,
record keeping, etc. City and Lead Partner agree to comply with and observe all applicable
laws, codes and ordinances as they may be amended from time to time.
City Draft 4/17/2002 4
®2-- 472
12. INDEMNIFICATION: Lead Partner shall indemnify, defend and hold harmless the City
and its officials, employees and agents (collectively referred to as "Indemnitees") and each of
them from and against all loss, costs, penalties, fines, damages, claims, expenses, including
attorney's fees, or liabilities (collectively referred to as "Liabilities") by reason of any injury to or
death of any person or damage to or destruction or loss of any property arising out of, resulting
from, or in connection with (i) the performance or non-performance of the services
contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in
whole or in part, by any act, omission, default or negligence (whether active or passive) of Lead
Partner or its employees, agents or subcontractors (collectively referred to as "Lead Partner"),
regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent
or contributing) by any act, omission, default or negligence (whether active or passive) of the
Indemnitees, or any of them or (ii) the failure of the Lead Partner to comply with any of the
paragraphs herein or the failure of the Lead Partner to conform to statutes, ordinances, or other
regulations or requirements of any governmental authority, federal or state, in connection with
the performance of this Agreement. Lead Partner expressly agrees to indemnify and hold
harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted
by an employee or former employee of Lead Partner, or any of its subcontractors, as provided
above, for which the Lead Partner's liability to such employee or former employee would
otherwise be limited to payments under state Workers' Compensation or similar laws.
13. DEFAULT:
A. Events of Default — Lead Partner: Each of following events is defined as an
Event of Default:
i.) The failure of the Lead Partner to provide any of the services outlined in the
Section 4 of this Agreement entitled "SCOPE OF SERVICE", or those services specified
in Attachment A to this Agreement, or services specified in subsequent "Statements of
Work" issued pursuant to this Agreement, and the continuance of such failure for a
period of thirty (30) days after notice in writing (which notice shall specify the nature of
the default) from the City to the Lead Partner; unless with respect to any default which
cannot be cured within thirty (30) days, the Lead Partner, in good faith, within fifteen (15)
days after receipt of written notice, shall have commenced and continued diligently to
reasonably prosecute all actions necessary to cure the default and shall have so
notified the City in writing;
City Draft 4/17/2002 5 02— 472
ii.) The failure of the Lead Partner to perform any of the other covenants, conditions
and agreements contained in this Agreement and the continuance of the failure for a
period of thirty (30) days after notice in writing (which notice shall specify the respects in
which the City contends that the Lead Partner has failed to perform any of the
covenants, conditions and agreements) from the City to the Lead Partner, unless with
respect to any default which cannot be cured within thirty (30) days, the Lead Partner, or
any person holding by, through or under the Lead Partner, in good faith, promptly after
receipt of written notice, shall have commenced and continued diligently to reasonably
prosecute all action necessary to cure the default;
iii.) The failure to maintain tax-exempt status under section 501 (c) (3) of the Internal
Revenue Code of 1986, as amended;
iv.) The filing of an application by the Lead Partner: (a) for a consent to the
appointment of a receiver, trustee or liquidator of itself or all its assets; (b) of a voluntary
petition in bankruptcy or the filing of a pleading in any court of record admitting in writing
its inability to pay its debts as they come due; (c) of a general assignment for the benefit
of creditors; (d) of an answer admitting the material allegations of, or its consenting to,
or defaulting in answering, a petition filed against it in any bankruptcy proceeding;
v.) The entry of an order, judgment or decree by any court of competent jurisdiction,
adjudicating the Lead Partner as bankrupt, or appointing a receiver, trustee or liquidator
of it or of its assets, and this order, judgment or decree continuing unstayed and in
effect for any period of sixty (60) consecutive days, or if this Agreement is taken under a
writ of execution; or
vi.) The failure of Lead Partner to remit any information, to the City's satisfaction,
requested in the Section of this Agreement entitled "AUDIT AND INSPECTION
RIGHTS".
vii.) The failure of Lead Partner to perform any of the services, covenants, conditions
and agreements contained in this Agreement within five (5) years, unless said term is
extended pursuant to Section 2, shall release the City from all further responsibilities
and obligations under this Agreement.
In the event this Agreement is assumed by or assigned to a trustee pursuant to the
provisions of the US Bankruptcy Code, as the same may be amended from time to time, the
trustee shall cure any default under this Agreement and shall provide the City with adequate
assurance of future performance of all of the terms and conditions of this Agreement. If the
trustee does not cure such default and provide such adequate assurance within the applicable
City Draft 4/17/2002 6 02— 472
time periods provided by the Bankruptcy Code, then this Agreement shall be deemed rejected
automatically and the City shall immediately be entitled to all remedies provided by the
Bankruptcy Code for damages for breach or termination of this Agreement.
B. Remedies in Event of Lead Partner's Default The City may treat any one or
more of the Event(s) of Default as a breach of this Agreement, and thereupon, at its option,
without further notice or demand of any kind to the Lead Partner or any other person, the City
shall have the right, in addition to every other right or remedy existing at law or in equity, to do
any one or more of the following:
i.) Elect to cancel and terminate this Agreement and dispossess the Lead Partner
by giving a three (3) day notice of such election to the Lead Partner, without the
necessity of legal proceedings. In the event of such termination, the City shall have the
right to seek any damages sustained by it by reason of the Lead Partner's actions or
inactions and the resulting termination of this Agreement. Upon termination of this
Agreement, the Lead Partner shall immediately cease all operations in accordance with
the provisions contained herein.
ii.) Perform, on behalf of and at the expense of the Lead Partner, any obligation of
the Lead Partner under this Agreement which the Lead Partner has failed to perform,
the cost of which performance by the City shall be payable by the Lead Partner to the
City upon demand. The Lead Partner agrees that the City shall not be liable to the Lead
Partner for any damage resulting to the Lead Partner as a result of such action.
iii.) Exercise any other legal or equitable right or remedy, which it may have under
this Agreement, at law or in equity.
Notwithstanding the provisions of clause (ii) above and regardless of whether an Event
of Default shall have occurred, the City may exercise the remedy described in clause (ii) without
any notice to the Lead Partner if the City, in the exercise of its good faith judgment, believes it
would be injured by failure to take rapid action or if the unperformed obligation of the Lead
Partner constitutes an emergency.
All of the remedies of the City shall be cumulative and enforcing one or more of the
remedies herein provided upon an Event of Default shall not be deemed or construed to
constitute a waiver of such default, or an election of remedies.
Any costs and expenses incurred by the City in enforcing any of its rights or remedies
under this Agreement, shall be payable to the City by the Lead Partner upon demand.
C. Repeated Defaults: If more than four (4) times during any twelve (12) month
period during the Term or any Additional Term hereof, the Lead Partner fails to satisfy or
City Draft 4/17/2002 7
02- 47
comply with the same or substantially the same requirements or provisions under this
Agreement, (except where such repeated defaults arise from acts of God or result from causes
or conditions not attributable, directly or indirectly, to the Lead Partner, its guests, employees,
agents or others within the Lead Partner's control), then at the City's election, the Lead Partner
shall not have any right to cure such repeated default. In the event of the City's election not to
allow a cure of a repeated failure to satisfy or comply, the City shall have all of the rights and
remedies provided in this Agreement relative to an Event of Default.
14. FORCE MAJEURE: In the event that the City or Lead Partner shall be delayed,
hindered in, or prevented from the performance of any act required hereunder by reason of
strikes, lockouts, inability to procure materials, failure of power, restrictive governmental laws or
regulations, riots, insurrection, default of the other party, or other reason beyond their control,
the prevented party shall provide Notice to the other party, and the performance of such act
shall be excused for the period of the delay and the period for the performance of any such act
shall be extended for a period equivalent to the period of such delay.
15. RESOLUTION OF CONTRACT DISPUTES: Lead Partner understands and
agrees that all disputes between Lead Partner and the City based upon an alleged violation of
the terms of this Agreement by the City shall be submitted to the City Manager for his/her
resolution, prior to Lead Partner being entitled to seek judicial relief in connection therewith. In
the event that the amount of compensation hereunder exceeds $4,500, the City Manager's
decision shall be approved or disapproved by the City Commission. Lead Partner shall not be
entitled to seek judicial relief unless: (i) it has first received City Manager's written decision,
approved by the City Commission if the amount of compensation hereunder exceeds $4,500, or
(ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed
statement of the dispute, accompanied by all supporting documentation (90 days if City
Manager's decision is subject to City Commission approval); or (iii) City has waived compliance
with the procedure set forth in this section by written instruments, signed by the City Manager.
16. CITY'S TERMINATION RIGHTS:
A. The City shall have the right to terminate this Agreement, in its sole discretion, at
any time, by giving written notice to Lead Partner at least fifteen (15) business days prior to the
effective date of such termination. In such event, the City shall pay to Lead Partner
compensation for services rendered and expenses incurred or contractually obligated prior to
the effective date of termination. In no event shall the City be liable to Lead Partner for any
City Draft 411712002 8 472
additional compensation, other than that provided herein, or for any consequential or incidental
damages. Lead Partner shall include the same termination rights in any agreement or
contractual arrangement it enters into for the Project.
B. The City shall have the right to terminate this Agreement, without notice to Lead
Partner, upon the occurrence of an event of default hereunder. In such event, the City shall not
be obligated to pay any amounts to Lead Partner and Lead Partner shall reimburse to the City
all amounts received while Lead Partner was in default under this Agreement.
17. INSURANCE: Lead Partner shall, at all times during the term hereof, maintain such
insurance coverage as may be required by the City. All such insurance, including renewals,
shall be subject to the approval of the City for adequacy of protection and evidence of such
coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to
be in force and effect and providing that it will not be canceled during the performance of the
services under this contract without thirty (30) calendar days prior written notice to the City.
Completed Certificates of Insurance shall be filed with the City prior to the performance of
services hereunder, provided, however, that Lead Partner shall at any time upon request file
duplicate copies of the policies of such insurance with the City.
If, in the judgment of the City, prevailing conditions warrant the provision by Lead
Partner of additional liability insurance coverage or coverage which is different in kind, the City
reserves the right to require the provision by Lead Partner of an amount of coverage different
from the amounts or kind previously required and shall afford written notice of such change in
requirements thirty (30) days prior to the date on which the requirements shall take effect.
Should the Lead Partner fail or refuse to satisfy the requirement of changed coverage within
thirty (30) days following the City's written notice, this Contract shall be considered terminated
on the date that the required change in policy coverage would otherwise take effect.
18. NONDISCRIMINATION: Lead Partner represents and warrants to the City that Lead
Partner does not and will not engage in discriminatory practices and that there shall be no
discrimination in connection with Lead Partner's performance under this Agreement on account
of race, color, sex, religion, age, handicap, marital status or national origin. Lead Partner
further covenants that no otherwise qualified individual shall, solely by reason of his/her race,
color, sex, religion, age, handicap, marital status or national origin, be excluded from
participation in, be denied services, or be subject to discrimination under any provision of this
Agreement.
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19. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM:
The City has established a Minority and Women Business Affairs and Procurement
Program (the "M/WBE Program") designed to increase the volume of City procurement and
contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in
Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby
acknowledged by, Lead Partner. Lead Partner understands and agrees that the City shall have
the right to terminate and cancel this Agreement, without notice or penalty to the City, and to
eliminate Lead Partner from consideration and participation in future City contracts if Lead
Partner, in the preparation and/or submission of the Proposal, submitted false of misleading
information as to its status as Black, Hispanic and/or Women owned business and/or the quality
and/or type of minority or women owned business participation.
20. ASSIGNMENT: This Agreement shall not be assigned by Lead Partner, in whole
or in part, without the prior written consent of the City, which may be withheld or conditioned, in
the City's sole discretion.
21. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
TO LEAD PARTNER:
TO THE CITY:
YMCA of Greater Miami, Inc.
City of Miami
John Turner, President & CEO
City Manager
1320 S. Dixie Highway — Suite 120
444 SW 2" Avenue — I 01h Floor
Coral Gables, FL 33146
Miami, FL 33130
WITH COPIES TO:
WITH COPIES TO:
Nino Tillman, Executive Director
CitV of Miami
YMCA Carver Branch
Director, Department of Real Estate and
401 NW 71st Street
Economic Development
Miami, FL 33150
444 SW 2" Avenue — 3` Floor
Miami, FL 33130
David Douglas
City of Miami
YMCA of Greater Miami, Inc.
City Attorney
Sr. Vice President of Operations
444 SW 2" Avenue — 91hFloor
1320 S. Dixie Highway — Suite 120
Miami, FL 33130
Coral Gables, FL 33146
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22. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the
State of Florida.
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order
to conform with such laws, or if not modifiable, 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 or limitation of its use.
E. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
23. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
24. INDEPENDENT CONTRACTOR: Lead Partner has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, Lead Partner shall not attain, nor be entitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally
afforded classified or unclassified employees. Lead Partner further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to Lead
Partner, and agrees to provide workers' compensation insurance for any employee or agent of
Lead Partner rendering services to the City under this Agreement.
25. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability
of funds and continued authorization for program activities. This Agreement is further subject
to amendment or termination due to lack of funds, reduction of funds and/or change in
regulations, upon thirty (30) days notice.
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26. REAFIRMATION OF REPRESENTATIONS: Lead Partner hereby reaffirms all of
the representations contained in the Solicitation Documents.
27. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole
and only agreement of the parties relating to the subject matter hereof and correctly set forth
the rights, duties, and obligations of each to the other as of its date. Any prior agreements,
promises, negotiations, or representations not expressly set forth in this Agreement are of no
force or effect.
28. COUNTERPARTS: This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which, when taken together, shall constitute
one and the same agreement.
29. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if applicable:
YES❑ NO❑
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by
their respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
Priscilla A. Thompson, City Clerk
ATTEST:
Paul Hanna, Secretary
Board of Directors
"City"
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
CARLOS A. GIMENEZ, City Manager
"Lead Partner"
The YMCA of Greater Miami, Inc., a non-profit
corporation
By:
John Turner
President and CEO
City Draft 4/1712002 12 02— 472
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
ALEJANDRO VILARELLO R. SUE WELLER
City Attorney Acting Administrator
Risk Management
City Draft 4/17/2002 13
02- 472
DRAFT
For Commission Approval
ATTACHMENT A
SCOPE OF SERVICES
I GENERAL
A. City Liaison: The Lead Partner shall coordinate its work with the Director of the
Department of Real Estate and Economic Development, or designee (hereinafter
referred to as ""City Liaison"), who shall also be responsible for the receipt and/or
acceptance of work product(s) or deliverables prepared by the Lead Partner and
for the disbursements of payments. The Lead Partner shall submit regular
reports to the Liaison as to the status of the Project, at least on a quarterly basis
or more often if requested.
B. Other Interested Parties: The Lead Partner shall work in close coordination
with the Working Group, the Planning and Zoning Department of City and others
deemed appropriate by City and/or Lead Partner, and shall consult with and
advise such entities on a regular basis.
C. Information: The Lead Partner shall carefully review all material developed thus
far for the Project and agrees to keep itself informed of all future related
developments and materials that may pertain to or affect the Project. As may be
directed by the City Liaison, the Lead Partner is expected to cooperate and fulfill
requests for information, verbal and written, that pertain to work of the Lead
Partner and the Project.
D. Meetings: Lead Partner shall attend regular meetings of the Little Haiti Park
Working Group and all other scheduled meetings of the City or other agencies
that relate to the Project.
E. Timely Delivery: Lead Partner shall submit the required deliverables, reports,
documents, contracts, or the like, within the time frame specified by the City
and/or as stated in a specific Statement of Work. For the purpose of this
Agreement, "business days" shall mean the regular weekday operating days of
the City, Monday through Friday, and shall exclude those holidays observed by
the City by virtue of its employee bargaining agreements.
F. Office and Work Space: The Lead Partner shall provide its own office and work
space, except as necessary for meetings or presentations.
1
Revision 04/17/2002 Attachment A
02- 472
DRAFT
For Commission Approval
G. Funding for Project: As of the effective date of this Agreement, the City has
appropriated and allocated $100,000 specifically to fund the cost of services that
may be provided by Lead Partner through the issuance of Statements of Work as
provided in Section II.0 of Attachment A. Except for said funds specifically
authorized, appropriated and allocated by City as of the effective date of this
Agreement, it is understood and acknowledged that, for the majority of activities
to be undertaken for the Project, the City intends to utilize proceeds from future
bond sales issued under the Homeland Defense/Neighborhood Park Bond
program as well as grants and other sources of funds that are not presently
available, but that are expected to become available during the term of the
Agreement. Lead Partner shall work jointly with City and others as may be
required to devise a funding strategy, as further defined in Attachment A, Section
II.D.2.
II SCOPE OF WORK
A. Role of Lead Partner, Basic Responsibilities: The Lead Partner shall provide
facilitation and management expertise to assist City and to shepherd the various
participants and stakeholders through the multi -phased processes of the Project.
Throughout these phases, the Lead Partner will undertake fund-raising and
partnership -building activities that are critical to the success of the Project. The
Lead Partner will at various times conduct specific activities itself or shall serve
as the manager of activities performed by the City and/or others. Nothing
contained herein shall relieve Lead Partner of its responsibilities for the
performance of the work in all aspects, including timeliness, accuracy and
quality, as such work is assigned to Lead Partner by virtue of this Agreement and
Statements of Work issued hereto, including the work of third parties that are
retained by Lead Partner.
B. Project Schedule and Development Phases: The development phases of
Project are generally as follows: planning and feasibility analysis, land
acquisition, design, permitting, and construction. It is expected that some phases
will overlap, in whole or in part, and certain activities may occur simultaneously.
2
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02-m 472
DRAFT
For Commission Approval
Lead Partner shall be responsible to devise a critical path schedule ("Project
Schedule") for Project, with input from the City and others as may be appropriate.
Said Project Schedule will be submitted for the City's approval, and once
approved, shall serve to measure performance hereunder. Lead Partner shall
submit to City Liaison an up -dated Project Schedule every six (6) months, at
minimum, while the agreement, or an extension thereto, is in effect. The
requirement for up -dates to Project Schedule shall remain in effect throughout
the agreement, regardless of its mention or absence in any subsequent
Statement of Work. City Liaison shall have the authority to direct Lead Partner to
provide more frequent up -dates, if deemed necessary.
C. Statements Of Work: As the Project progresses, and as funding becomes
available, City Liaison and Lead Partner shall discuss the nature of specific
upcoming activities, tasks and phases of work, funding requirements, the need
for third party consultants, if any, expected deliverables, and the anticipated time
frame for completion of such activities. If agreed upon by the parties, Lead
Partner shall prepare a draft "Statement Of Work" describing the specific task(s)
and/or activities, deliverables, anticipated expenses, compensation, and
schedule, for consideration and approval by the City Liaison. Each Statement of
Work shall further identify which tasks, if any, are to be undertaken by outside
resources, or third party consultants, the estimated amount of compensation for
third parties, and the manner or form of payment by City, if required. Statements
of Work may include an allowance for outside consultants if compensation
cannot be projected, however, City shall not provide payment to Lead Partner for
any third party services until such information is made available and approved by
City. The acceptance of any Statement of Work shall be at the discretion of the
City and work may not commence until the City accepts the Statement of Work.
D. Description of Activities: The activities listed below are among those that the
Lead Partner is expected to undertake and perform independently, jointly,
cooperatively and/or in tandem with the City, as may be appropriate and as
stipulated in subsequent "Statements of Work" as provided herein this
Agreement.
3
Revision 04/17/2002 Attachment A
®2-.. 472
DRAFT
For Commission Approval
1. Land Acquisition: The City shall direct and expedite land assemblage
and acquisition for the Project, and shall ultimately provide all or the
majority funding for the purchase of land, and related expenses, for real
property that is to become solely the property of the City. As further
provided herein, Lead Partner shall assist City in this effort as may be
required and specifically stipulated in a Statement of Work. The parties
further understand that it is to the benefit of the parties and the Project
that land acquisition be made a priority and expedited to every extent
possible. If so directed by City, Lead Partner shall, by itself or though
others, identify and implement acquisition activities and procedures to
meet this objective. This may include, without limitation, securing
contracts for purchase from property owners, securing loans, grants
and/or other financial assistance, securing partnerships with agencies
capable to make outright purchase(s) of land to be held in trust for
subsequent purchase by City, and/or hiring and/or supervising technical
consultants to perform acquisition -related tasks such as appraisals,
property surveys, title research and environmental assessments.
Should Lead Partner elect to purchase property for its own use within the
Project area, such acquisition shall be made in accordance with the
Master Plan for the Park, as further defined in this Agreement, Section
11. D.3. of Attachment A.
2. Grants and Fund-raising: Lead Partner shall plan, conduct and/or
manage an organized campaign to raise funds for land acquisition, and
for the design, development and operation of the Park through all and any
appropriate sources of funds, including, without limitation, grants and
contributions from government agencies and private sector sources. The
parties further understand that it is to the benefit the Project that fund-
raising be made a priority and expedited to every extent possible. The
recipient of any funds or contributions for the Project shall be the City,
Lead Partner, or other appropriate party, subject to the City's approval
and compliance with the provisions herein. Lead Partner shall, in
consultation with the City and others as may be appropriate, devise a
comprehensive fund-raising strategy taking into consideration the
4
Revision 04/17/2002 Attachment A
®2-- 472
DRAFT
For Commission Approval
particular phases of the Project, the details of which shall be stipulated in
a Statement of Work.
a) Lead Partner shall keep City apprised at all times of the funding
needs of the Project and of the status of Project fund-raising
activities.
b) Lead Partner shall consult with City prior to making application for
grant funding or other resources and shall obtain City's approval if
City is to be the recipient if such contributions.
C) Except as may be otherwise specified as a condition of a grant or
other contribution, such resources are to be forwarded to the City
and placed in a segregated account for the Project.
d) Upon Lead Partner's request, and if deemed appropriate by City,
City will serve as co -applicant in requests for funding and/or other
contributions to the Project.
e) City may, at its option, identify potential sources of funding and/or
other contributions suited to the Project. Upon City's request,
Lead Partner shall make application, jointly or singly as may be
appropriate, for such resources, funding and/or as may be
identified by City.
f) Those Project funds that are to be retained by the Lead Partner
shall be likewise held in a segregated account and expended only
in the manner specified by the grantor or contributor, and in
accordance with the approved Master Plan for the Park, or as may
be otherwise approved by City. Lead Partner shall provide regular
reports as to the balance and use or expenditure of those
resources in the manner prescribed by the City.
g) The City and Lead Partner shall establish and specify deadlines
for the acquisition of needed Project funds by Lead Partner. Such
deadlines shall be clearly stipulated in one or more Statement of
Works. Lead Partner shall adhere to the established fund-raising
deadlines and any failure of Lead Partner to comply shall be
cause for a finding of default.
.01
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A®c)hmentAA72
DRAFT
For Commission Approval
3. Planning and Design: Lead Partner shall participate in and provide
input to planning efforts for the Park, along with City staff, consultants,
Working Group, and others. It is understood that the City will hire and
monitor a landscape architectural firm that will be responsible to devise a
Master Plan for the Park. That firm shall serve as the prime design
consultant throughout the Project. The Master Plan shall be
subsequently reviewed by all appropriate parties and agencies involved in
the Project, but the City shall have the sole authority to approve said
Plan. Additional design and planning professionals may be brought into
the Project as the need arises, and, where applicable, any responsibility
of the Lead Partner for same shall be the subject of a Statement of Work.
Lead Partner may additionally conduct a marketing and feasibility study
for the Project and its facilities pursuant to the provisions of this
Agreement. In the case of design for a facility or facilities to be operated
by Lead Partner, the responsibilities and obligations of the Lead Partner
and City shall be fully set forth in either a Statement of Work or in a
separate agreement.
4. Community Partnership Facilitator/Builder: In conjunction with the
Working Group and City, Lead Partner shall elicit the participation of new
and existing community groups, residents, businesses and government
agencies throughout all phases of the Project. Lead Partner shall work to
build consensus among the various participants stakeholders in shaping
the Park and its programs. To assist in the management and operation of
the Park, Lead Partner will involve as many non-profit groups, other
public and private service providers and/or facility operators, as may be
appropriate.
5. Professional & Technical Consultants: Lead Partner will hire, or assist
the City with hiring, professional consultants or technical advisors as may
be required throughout the development and construction processes.
The decision to hire such consultants and outside services shall be made
by City and Lead Partner considering the availability of qualified in-house,
pro bono, or partnership resources. Any third parties hired by Lead
Partner shall be fully qualified to perform work assigned to them, and the
6
Revision 04/17/2002 Attachment A
02- 4 1ry
2
DRAFT
For Commission Approval
City shall have the right to review and approve the selection of individual
consultants or consulting firms, the qualifications of such individuals or
firms, the assigned scope of services, proposed fees, and such other
terms of engagement as the City deems appropriate. The specific tasks to
be undertaken by professional consultants or technical advisors, and the
form or manner of payments, will be the subject of a Statement of Work.
Nothing contained herein shall prohibit the Lead Partner from securing or
accepting the services of qualified professionals offered on a pro bono
basis.
6. Construction Management: Unless otherwise provided, City shall be
responsible to manage and supervise the construction of the Park and its
facilities. Lead Partner shall participate in pre -construction and on-site
construction meetings as may be required.
7. Reports: Lead Partner shall provide regular written and oral reports to
City and the Working Group throughout all phases of development and
operation.
III OPTIONAL FUTURE RESPONSIBILITY: Park Facility Management
The parties understand and agree that the intent, in part, of the Project is to create a
recreational, educational and/or community facility that will be managed and operated by
Lead Partner. Thus, during the term of this Agreement, Lead Partner shall have the
option to enter into negotiations with the City for the exclusive right to manage and
operate a select facility or facilities within the Park. The parties further understand and
agree that time will be of the essence in the development of such facility or facilities, and
that it is intended that a facility of Lead Partner become operational within eighteen to
twenty-four months from the date of possession of the property upon which it is to be
built.
Lead Partner shall notify the City of its intention to exercise this option at any time during
the development phases of the Project, but no later than the start of design for the
desired facility or facilities. Detailed terms and conditions governing the ownership,
design, construction, furnishing, programming, management, operation, and
maintenance of any facility to be operated by the Lead Partner shall be as provided in a
7
Revision 04/17/2002 Attachm
IV
V
VI
DRAFT
For Commission Approval
separate agreement and subject to approval by the City Commission. The decision of
the Lead Partner to not elect this option shall in no way relieve it from performing the
obligations and duties stipulated in this Agreement.
STAFFING BY LEAD PARTNER
Lead Partner agrees to commit all necessary personnel, as well as technical, legal,
procurement and administrative support, and other resources as may be required to
complete the Project according to the effective Project Schedule agreed upon by the
parties. Failure on the part of Lead Partner to commit such resources to City's
satisfaction, or provision of resources in a manner that compromises the timely
completion of the work, may be cause for a finding of default.
Lead Partner designates Nino Tillman, Executive Director of G.W. Carver Branch as the
project liaison who will be responsible for day-to-day oversight of the Services. David
Douglas, Sr. Vice President of Operations for Lead Partner will provide strategic
planning and program design assistance as needed and will have overall responsibility
of Services. Aldo Garcia, Chief Financial Officer for Lead Partner will provide budgets
and pro forma as needed. Chip Roberts, Vice President of Development, will provide
Capital Campaign plans and research as needed. Sue Loyzelle, Director of
Community/Government Grant Development will provide research and grant writing for
program support as needed. Lead Partner shall assign other professional and support
staff as required.
PERIOD OF PERFORMANCE
The period of Lead Partner's performance shall be during the term of the Agreement,
unless terminated earlier in accordance with the Agreement. Specific assignments
undertaken during the Agreement shall be performed within the time agreed to by the
parties in the effective Project Schedule and as specified in a written Statement of Work,
and may extend beyond Agreement termination date.
CITY RESPONSIBILITIES
A. General
1
Revision 04/17/2002
Informational Material: The City shall provide full information to Lead
Partner regarding its requirements for the Project, as well as all available
plans, written material, and City documents describing potential park
property, the Project and public purpose objectives. Though the City
Attachment A
02-- 472
DRAFT
For Commission Approval
Liaison and/or other assigned staff, City will provide verbal and written
information, as may be required, to orient Lead Partner as to the project
processes, the objectives of the City and the background research
applicable to the project.
2. City Practices and Government Regulations: Though the City Liaison
and/or other assigned staff, City will provide verbal and written
information, as may be required, to guide Lead Partner in complying with
City regulations and practices. City shall additionally provide Lead
Partner, upon request, copies of pertinent and applicable Miami -Dade
County and/or State regulations, including Government -in -the -Sunshine
laws. The provision of such information by the City shall not relieve Lead
Partner from compliance with all applicable laws, codes and ordinances,
and amendments thereto, including public records law and open meeting
provisions of the Government in the Sunshine Law, as may be applicable.
3. Review of Deliverables: The CITY shall review and approve the work of
Lead Partner, and/or its consultants, as stipulated in individual
Statements of Work, as such work relates only to compliance with the
general requirements of the Project. Whenever the term "approval by the
CITY' or like term is used in this Agreement, the phraseology shall in no
way relieve the Lead Partner, or its consultants, from any duties or
responsibilities under the terms of this Agreement or from using the best
professional practices. In general, review by City shall be completed
within 10 working days.
4. Regulatory Permit Fees: The City shall pay all fees for securing
approval from all regulatory agencies having jurisdiction.
5. Prompt Availability of Funds: As dictated in the Comprehensive
Funding Strategy for the Project, City shall issue bonds in accordance
with project needs, subject to market conditions. Bonds, grants and other
project resources shall be promptly appropriated by City and made
available to the Project in accordance with City regulations, and will be
expedited to the extent possible.
9
Revision 04/17/2002 Attachment A
02- A72
DRAFT
For Commission Approval
B. Primary Project Tasks
1. Land Acquisition: The City shall direct and expedite land assemblage
and acquisition for the Project, and shall ultimately provide all or the
majority funding for the purchase of land, and related expenses, for real
property that is to become solely the property of the City. The parties
further understand that it is to the benefit of the parties and the Project
that land acquisition be made a priority and expedited to every extent
possible. Therefore, City shall identify and implement acquisition
methods and procedures to meet this objective. This may include,
without limitation, securing contracts for purchase from property owners,
securing loans, grants and/or other financial assistance, securing
partnerships with agencies, such as the Trust for Public Land, capable to
make outright purchase(s) to be held in trust for subsequent purchase by
City, and/or hiring and/or supervising property acquisition specialists and/
or other technical consultants to perform acquisition -related tasks such as
appraisals, property surveys, title research and environmental
assessments. The City shall consult with Lead Partner and others in this
process, and specifically when devising a Land Assembly and Acquisition
Strategy, when identifying a priority list of properties to be acquired, and
when considering property that may be subsequently developed for a
facility or facilities to be operated by Lead Partner.
2. Planning and Design: The City will hire and monitor a landscape
architectural firm, and other consultants the City deems necessary, to
plan, develop and design a Master Plan for the Park and its environs..
Lead Partner shall participate in and provide input to planning efforts for
the Park, along with others. The Master Plan shall be subsequently
reviewed by all appropriate parties and agencies involved in the Project,
but the City shall have the sole authority to approve said Plan. Said
landscape architectural firm, or another selected by the City, shall serve
as the prime design consultant throughout the Project. Additional design
and planning professionals may be brought into the Project as the need
arises, and, where applicable, any responsibility of the Lead Partner for
same shall be the subject of a Statement of Work.
10
Revision 04/17/2002 Attachment A
02- 472
DRAFT
For Commission Approval
3. Construction Management: Unless otherwise provided, City shall be
responsible to manage and supervise the construction of the Park and its
facilities. Lead Partner shall be invited to participate in pre -construction
and on-site construction meetings as may be required.
11
Revision 04/17/2002 Attachment A
p2-- 472
DRAFT
For Commission Approval
ATTACHMENT B
COMPENSATION
I PAYMENTS PURSUANT STATEMENTS OF WORK
Payments to Lead Partner will be made according to the schedule provided in each Statement
of Work approved by the City. Lead Partner agrees to accept the amount stipulated in each
Statement of Work as full compensation for the work to be provided thereunder, and that such
amount is the maximum payable and constitutes a limitation on City's obligation to compensate
Lead Partner for the services specified therein. The maximum amount, however, does not
constitute a limitation, of any sort, upon Lead Partner's obligation to perform all items of work
required by, or which can reasonably be inferred from, the scope of services defined in a given
Statement of Work.
As of the effective date of this Agreement, the City has appropriated and allocated $100,000
specifically to fund the cost of initial services that may be provided by Lead Partner through the
issuance of Statements of Work as provided in Section ILC of Attachment A.
II MANNER OF PAYMENTS
A. Unless otherwise provided, payments to Lead Partner, and its consultants, shall
be made monthly basis, in arrears, for services performed the preceding month,
based upon the schedule of deliverables stipulated in a specific Statement of
Work, or as may be otherwise specified in proportion to the services performed.
B. The City may, at its sole option, approve and issue advance payments to Lead
Partner, provided such payments are: a) only for 3rd party fees and/or expenses,
except for the initial retainer to be paid to Lead Partner, b) approved by City
Liaison prior to engagement, c) documented by a contract or commitment, a copy
of which is to be given to City in advance, and d) verified by invoices approved by
Lead Partner, copies of which are to be given to City within 10 days of Lead
Partner's approval.
C. Lead Partner shall promptly return any overpayments to City. Any overpayments
NOT returned to City within 30 days will be deducted from subsequent
payment(s) to Lead Partner
1
City Revision 04/17/2002 Attachment B
0e- 472
DRAFT
For Commission Approval
III OTHER FEES AND EXPENSES
Statements of Work may contain an allowance to cover fees and expenses that are required for
and directly related to the Project, but are not a part of Lead Partner's compensatory fees.
A. Consultant Fees
Fees for professional and technical consultants assisting with the Project shall be
covered when dictated by the needs of the Project, and by absence of qualified in-
house, pro bono or partnership resources. Payment for such services will be made by
City or by Lead Partner from Project resources as may be stipulated in a Statement of
Work. The terms and conditions of the engagement of such consultants, including the
rates, manner and amount of compensation, shall be adequately defined within a
Statement of Work, or in a contract or letter of engagement with each service provider
that is subsequently incorporated into a Statement of Work. City prefers that payments
for third parties be made incrementally, in arrears, according to the progressive
performance of the work. City will reimburse, or advance if required, Lead Partner only
the direct cost of such consulting fees; Lead Partner shall not permitted to add on
administrative or handling fees.
B. Reimbursable Incidental Expenses
Reimbursable Incidental Expenses are in addition to compensatory fees for the work of
Lead Partner and its consultants, and include only actual expenses incurred by Lead
Partner in performance of the Work on the Project, as identified below.
1. Expense of reproductions, postage and handling of design drawings,
specifications and other large quantity or format documents, excluding
reproductions necessary for the office use of the Lead Partner, and excluding
those documents and reports that are considered deliverables.
2. Expense of photographic production
3. Expense of renderings and models requested by City
4. Expense for out of town travel and lodging, only if authorized in advance by the
City Liaison
5. Expenses for room rental and related costs for the conduct of public and/or
community meetings
6. Miscellaneous expenses directly related to the Project subject to the advance
approval of the City Liaison
2
City Revision 04/17/2002 Attachment B
02- 472
DRAFT
For Commission Approval
IV INCENTIVES
To the extent permitted by contributors and/or funding sources, City may, at its sole option, elect
to establish an incentive program or programs for particular aspects of the work, to encourage
the completion of work in advance of required dates and/or to reward other extraordinary efforts
undertaken Lead Partner, or third parties retained by Lead Partner, that are beneficial to the
Project. The details of such incentive programs, and the conditions under which City may
authorize incentive payments, shall be the subject of a future Statement of Work.
3
City Revision 04/17/2002 Attachment B
®2- 472
19 CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members
of the City Commission
C
DATE: IPPR 1 6 2002 FILE:
Resolution - Approve Agreement with YMCA
sue iECT : of Greater Miami as Lead Partner/Developer
for Little Haiti Park
REFERENCES: For April 25, 2002 Commission Meeting
ENCLOSURES: Agreement, Resolution
RECOMMENDATION FISCAL IMPACT - NONE
It is respectfully recommended that the City Commission adopt the attached Resolution
authorizing the City Manager to execute an agreement between the City of Miami ("City") and
the YMCA of Greater Miami, Inc. ("YMCA") to provide for the YMCA's services as the Lead
Partner/Developer for the Little Haiti Park project. Funds for this agreement are to be allocated
from Capital Improvement Project No. 331412 entitled "Little Haiti Park Land Acquisition and
Development" in the amount of $100,000 to cover initial work.
FISCAL IMPACT
This agreement will have no direct fiscal impact on the City budget: this is a budgeted item and
contract administration will be handled by existing staff resources. This agreement may
ultimately reduce the fiscal impact of the resulting Little Haiti Park since Lead Developer will
secure private and public sector participation for the construction and operation of the Park.
BACKGROUND
The Department of Real Estate and Economic Development has prepared the attached
legislation. The City, through a series of legislative actions and through the activities of the
Little Haiti Park Working Group, an appointed body of interested residents and community
leaders, has approved the creation of a first class, full-service community park within the Little
Haiti neighborhood. This Little Haiti Park ("Park") is intended to meet the comprehensive
recreational, cultural and educational needs of current and future residents of the surrounding
area. The City further determined that the most viable and expeditious method to create the
Park was to forge mutually beneficial relationships with private, non-profit groups, one of which
should serve as the Lead Partner/Developer. The role of the Lead Partner/Developer is to
provide leadership, facilitation and management expertise to shepherd the various participants
and stakeholders through the multi -phased processes of the project.
In November 2001, the City issued a Request for Qualifications ("RFQ") to identify a Lead
Partner/Developer, and the YMCA was the sole respondent. After evaluation by a review
committee that included members of the Working Group, and upon the recommendation of the
City Manager, the City Commission adopted Resolution No. 01-1323 on December 13, 2001,
approving the selection of the YMCA as the Lead Partner, subject to certain conditions. The
resolution further authorized the City Manager to negotiate and return with an agreement.
The attached agreement provides detailed terms, conditions, and responsibilities of the YMCA
for the project, including its commitment to meet the conditions stipulated under Resolution No.
01-1323. The agreement was crafted with the flexibility to allow work of the Lead Partner to
02- 472
The Honorable Mayor ano ._.embers
of the City Commission
Page 2
flow as funds become available for the project. Primary responsibilities of the Lead Partner are:
grants and fund-raising, community partnership building and facilitation, and predevelopment
services for a future YMCA facility that may be constructed within the district boundary for the
Park. Additionally, the YMCA will assist in securing professional and technical consultants as
may be needed, and may participate in the land acquisition, planning and design processes.
The agreement has a five (5) -year term, with the option to extend for five (5) additional periods
of one year each. Compensation to the YMCA, and its consultants, for fees and allowable
expenses, is to be made as funding becomes available either through the City, subject to
appropriations as may be required, or though outside sources as part of the fund-raising
campaign. Funds are currently available in the amount of $100,000 from Capital Improvement
Project No. 331412 entitled "Little Haiti Park Land Acquisition and Development" to cover work
during the initial period of the contract.
CAGB/A A eD k
02- 472
CITY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM
T- Carlos A. Gimenez
City Manager
=ROM . •" " `�-- �- _ . ��' � /�-
Arleen R. Weintraub, Director
Real Estate and Economic Development
DAr= February 6, 2002 F::L=
SUBJECT Funding for Lead Partner/Developer
Little Haiti Park Project
REFERENCES:
ENCLOSURES.
This is to advise that funds in the amount of $100,000 are availablefor the initial period of the
agreement with the YMCA of Greater Miami, Inc. as the Lead Partner Developer for the Little
Haiti Park -project as follows:
Capital Improvement Project #331412 Little Haiti Park Land Acquisition & Development
Line Item #331412.589101.270 Professional Services
Verified By:
Cement Program Administrator
Approved By:
,} Budget Director
cc: Alberto Ruder, Director, Parks and Recreation
Terrence Griffin, Parks and Recreation
ARW/D
V
02- 472)
Budgetary Impact Analysis
Department: Real Estate & Economic Development Division: Real Estate
2. Agenda Item # (if available)
3. Title and brief description of legislation or attach ordinance/resolution:
Resolution authorizing Manager to execute Agreement with YMCA of Greater Miami.
Inc as the Lead Partner/Developer of Little Haiti Park
4. Is this item related to revenue? NO: X YES (If yes, skip to item #7.)
5. Are there sufficient funds in Line Item? CIP #331412
YES: X Index Code 589101 Minor Obj. Code 270 Amount $100,000
NO: _ Complete the following questions:
6. Source of funds: Amount budgeted in the Line Item $
Balance in Line Item $
Amount needed in the Line Item $
S,ifFiniPnt fimds will he transferred from the following line items:
ACTION ACCOUNT NUMBER ACCOUNT NAME
TOTAL
Index/Minor Object/Project No.
Transfer done by:
From
$
From
$
From
$
To
$
7. Any additional comments?
Ultimately contract may serve to reduce operating City construction & operating costs for new
Park since Lead Partner/Developer will be responsible to secure additional contributions for the
project and partner for the subsequent programming of park activities
8. Ap , '4
e artment Director/Designee
Date
OR DEPARTMENT AGEMENT AND BUDGET USE ONLY
Verified by:Verified
by:
Transfer done by:
Department of Managedget '
Budget Analyst
Budget Analyst
Director/Designee�
Date -.7
Date
Date
02- V79-