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HomeMy WebLinkAboutR-94-0804I, J-94-906 10/25/94 RESOLUTION NO. 9 4— 814 4 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH THE NATIONAL DEVELOPMENT COUNCIL, INC. TO PROVIDE SERVICES IN CONNECTION WITH SECURING FINANCING FOR RESIDENTIAL AND COMMERCIAL DEVELOPMENT PROJECTS, IN AN AMOUNT NOT TO EXCEED $ 50,000; FURTHER AUTHORIZING COMPENSATION FROM FUNDS AVAILABLE IN THE SOUTHEAST OVERTOWN PARK/WEST REDEVELOPMENT TRUST FUND ACCOUNT (PROJECT NO. 689001) WHEREAS, the City desires to stimulate economic and housing development in order to create new jobs, expand the tax base, and redevelop certain areas; and WHEREAS, the City desires to engage the National Development Council, Inc. ("Consultant") to render certain technical advice and financial assistance in connection with such undertakings; and WHEREAS, the Consultant may offer assistance to the City in developing programs and identifying and funding projects that will further the City's economic development and housing goals; NOW THEREFORE, BE IT RESOLVED BY THE COUNNESSION OF THE CITY OF NHANII, FLORIDA: `AT7 A C 1-1 NENT(S)' ..�� fir, go et► C CITY COh'INII3s10N larTING OF R000lution No. 94- 804 Section 1: The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Commission authorizes the City Manager to enter into a Professional Services Agreement, in substantially the attached form, with the National Development Council, Inc., to provide services in connection with securing financing for residential and commercial development projects. Section 3. Compensation for the above services is hereby allocated and authorized to be paid from funds available in the Southeast Overtown/Park West Redevelopment Trust Fund Account, in an amount not to exceed $50,000. Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 17th day of November , 1994. STE HEN P. CLAIUC, MAYOR ATTEST: 94- 804 2 FINANCE REVIEW: ��c CARL GARCIA DIRECTOR FINANCE DEPARTMENT PREPARED AND APPROVED BY: LINDA K. KEAkSON ASSISTANT CITY ATTORNEY BUDGETARY REVIEW: MANOHAR �i DIRECTOR DEPARTMENT OF APPROVED AS TO FORM AND CORRECTNESS: Q JONES,III CITtATTORNEY 94- 804 3 This agreement is entered into this day of , 1994, by' and between the City of Miami, a municipal corporation of the State of Florida, a. hereinafter referred to as "CITY" and The National Development Council, Jlnc., hereinafter referred to as "CONSULTANT". WHEREAS, the City desires to stimulate economic and housing development in order to create new jobs, expand the tax base, and redevelop certain areas; and WHEREAS, the CITY desires to engage the CONSULTANT to render certain technical advice and financial assistance in connection with such undertakings of the CITY; and WHEREAS, the CITY extends its assistance to secure financing for a number of residential and commercial projects located in the Southeast Overtown/Park West District; and WHEREAS, the CONSULTANT can assist the CITY in developing programs and identifying and funding projects that will further the CITY's economic development and housing goals; NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto stipulate, understand and agree as follows: 1 r 1. TERM A. The term of this Agreement shall commence on October 1, 1994 and shall terminate September 30,1995. B. The CITY or the CONSULTANT may cancel this agreement at any time with or without cause and without penalty, before the expiration of its term by giving the ither party written notice of such cancellation at least seventy-two (72) hours prior to the date of cancellation. C. Should this agreement be canceled prior to its expiration date, compensation shall be paid to the CONSULTANT pro rated to the effective date of cancellation. II. SCOPE OF SERVICES The CONSULTANT shall perform all the necessary services under this agreement in connection with and respecting, but not limited to, the following projects: 1. Industrial Financing 2. Commercial Financing 3.501(C)(3) Financing 4. Housing Financing Within the above listed scope of services the CONSULTANT at the direction of the CITY shall perform and carry out duties and procedures by using the CONSULTANT's best efforts, as determined by the CITY which shall include, but not limited to, the following: 2 94- 804 A. Assist in securing and packaging loans using governmental and private sources for residential and commercial projects including but not limited to, the following Southeast Overtown/Park West Redevelopment District projects: -The remainder of Poinciana Village Condominiums projects, -Sawyer's Walk Apartments, Condominiums, Townhouses, and incidental retail developments i -Residential and commercial development projects planned for City blocks 25 and 36. B. Assist in the establishment and the implementation of various other low cost conventional loan programs as developed by the National Development Council. C. Assist in the establishment and implementation of new sources of revenue in the form of fees payable to the CITY. D. Include the CITY in the Grow America Fund, a Small Business Lending Corporation. Assist CITY in the local Administration of the program. E. Make available to CITY the service of 501(C)(3) projects, both housing and public facility. F. Make available the services of CDI Inc., a National Development Council Inc. subsidiary for the development and financing of single family and multifamily housing. G. Train CITY staff in the administration of programs A-F and be available for consultation after such training occurred. H. Be available for consultation regarding loans with business persons and developers during A-F. 94- 804 P 3 A. The CITY shall pay to the CONSULTANT, the amount not to exceed $50,000 which shall constitute full and complete compensation from the CITY for the CONSULTANT's services hereunder, payable in amounts not to exceed the following: L $4,165 a month for eleven (11) months 4 2. $4,185 a month for one (1) month B. It is expressly understood and agreed that in no event will the total compensation and reimbursement, if any, to be paid hereunder exceed the maximum sum of $50,000 for all of services required. It is further understood that the CITY shall bear sole responsibility for its payments to the CONSULTANT. C. Any fee income generated by the CONSULTANT and due to the CITY as a result of activities of the Grow America Fund, CDH or CDI shall be paid to the CITY within thirty (30) days of receipt by the CONSULTANT or its subsidiary. E. The CITY shall have the right to inspect and/or audit the books and records of the CONSULTANT. Both parties shall comply with all applicable laws, ordinances and. codes of federal, state and local governments. a 94- 804 4 A. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by ' registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. Department of Development & Housing Conservation 300 Biscayne Boulevard Way, Suite 400 Miami, Florida 33131 National Development Council, Inc. 41 East 42nd Street, Suite 1500 New York, New York, 10017 B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any provision hereof, and no waiver shall be effective unless made in writing. E. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the United States, State of Florida, County of Dade, or the City of Miami, such provisions, paragraphs, sentences, words or phrases m 94- 804 P shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 8 r, All documents developed by CONSULTANT under this Agreement shall be delivered to CITY by CONSULTANT upon completion of the services required pursuant to Section II hereof and shall become the property of CITY, without restriction or limitation on their use. CONSULTANT agrees that any and all documents maintained and generated pursuant to this contractual relationship between CITY and CONSULTANT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes (1987). It is further understood by and between the parties that any documents which are given by CITY to CONSULTANT pursuant to thisAgreement Agreement shall at all times remain the property of the CITY and shall not be used by CONSULTANT for any other purpose whatsoever without the written consent of CITY. The obligations undertaken by CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another 94- 804 6 person or firm unless CITY shall first consent in writing to the performance or attainment of such services or any part thereof by another person or firm. CITY reserves the right to audit the records of CONSULTANT pertaining 4 any billings to CITY for time or expense at any time during the performance of this Agreement and for a period of one year after final payment is made under this Agreement. CONSULTANT warrants that it has not employed or retained any person employed by CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. This Agreement shall be construed and enforced according to the laws of the State of Florida. 94- 804 7 This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and authorized assigns. CONSULTANT shall indemnify and save CITY and its officials harmless From and against any and all claims, liabilities, losses, and causes of action, which may arise out of CONSULTANT's performance under the provisions of this Agreement, including all acts of omissions to act on the part of the CONSULTANT, including any person performing under this Agreement for or on CONSULTANT's behalf, provided that any such claims, liabilities, losses and causes of such action are attributable to the fault of CONSULTANT, and, from and against any orders, judgments or decrees which may be entered and which may result from CONSULTANT's performance under this Agreement, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. If CITY chooses to defend any action on behalf of itself, it shall bear its own costs of defense, and if the provisions of this indemnity provision are applicable, CONSULTANT shall indemnify CITY accordingly. In any event, CITY shall promptly notify CONSULTANT as soon as it has notice of any matter for which indemnity provision may be applicable. 8 CONSULTANT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interest, direct or indirect, in the work product of this Agreement. CONSULTANT further covenants that, in the performance of this Agreemer t no person having such conflicting interest shall be employed. Any such interests on the part of CONSULTANT or its employees must be disclosed to CITY. CONSULTANT, in the performance of this Agreement, shall be subject to the more restrictive law and/or guidelines regarding conflict of interest promulgated by federal, state or local government. CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. CONSULTANT and its employees, SUBCONSULTANT, and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of City, or any rights generally afforded classified or unclassified employees; furthermore, its agents or employees shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of the CITY. 9 94- 804 CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to Section H hereof without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing W CONSULTANT who shall be paid for those services performed prior to the date & its receipt of the notice of termination. In no case, however, will CITY pay CONSULTANT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONSULTANT that any payment made in accordance with this Section to CONSULTANT shall be made only if said CONSULTANT is not in default under the terms of this Agreement. If CONSULTANT is in default, CITY shall in no way be obligated and shall not pay to the CONSULTANT any further sum whatsoever and shall, upon request, be reimbursed for any past payments. It is further understood that should CONSULTANT fail to perform any of the services under this Agreement, CITY agrees that CONSULTANT's entire liability and CITY's sole and exclusive remedy for claims in connection with or arising out of this Agreement, for any cause whatsoever, and regardless of the form of action, shall be CITY's fees under this Agreement, which fees were received by CONSULTANT. 94- 804 10 XVI. NONDISCRIMITATION CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, age, national origin, or handicap, in connection with its performance under this Agreement. XVII. MINORITY PROCUREMENT COMPLIANCE CONSULTANT acknowledges that it has been furnished a copy of Ordinance No. 10062, the Minority and Women Business Affairs and Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. XVIII. CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. M. DEFAULT PROVISION In the event that CONSULTANT shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option and upon written notice to CONSULTANT, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to CONSULTANT by CITY while CONSULTANT was in 11 94- 804 default of the provisions herein contained, shall be forthwith returned to CITY provided CONSULTANT was given written notice of such default and the opportunity to cure the same, but failed to do so. XX. ENTIRE AGREEMENT 6e This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said services and correctly set for 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. XXI. AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this day and year first above written. 94- 804 1! 12 ATTEST: MATTY HIRAI CITY CLERK WITNESS: WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE MANAGER CITY OF MIAML A Municipal Corporation of the State of Florida: BY i CESAR H. ODIO CITY MANAGER CONSULTANT: NATIONAL DEVELOPMENT COUNCIL, INC. APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, III CITY ATTORNEY 94- 804 13 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of the Commis sionon FROM : Cesar H. Odio City Manager RECOMMENDATION: DATE : SUBJECT October 11, 1994 REFERENCE ENCLOSURE CA'20 FILE : Approval of National Development Council, Inc. Professional Services Agreement s : City Commission Meeting of 11/17/94 - s:2 It is respectfully recommended that the City Commission adopt the attached Resolution accepting the proposed Professional Services Agreement by and between the City and National Development Council, Inc., for the period October 1st, 1994 through September 30, 1995 in an amount not to exceed $50,000. BACKGROUND: On June 17, 1993 the City Commission, by Resolution 93-403, authorized the execution of a Professional Services Agreement by and between the City and National Development Council, Inc., (NDC) with the purpose of stimulating economic and housing development in order to create new jobs, expand the tax base and redevelop certain areas. Specifically, NDC was instrumental in: • obtaining HUD approval for the City to use $4.8 million dollars to restructure the Southeast Overtown/Park West Redevelopment District's debt and in orchestrating the entire process; • securing $2.5 million Section 108 loan financing to develop the Citadel food court; • securing FHA correspondence shield for the housing division. Additionally, the NDC is currently: • working to qualify the department to be direct endorsement lender for FHA financing; • providing FHA mortgage financing structure for the Saint -Hugh Oaks single-family housing development; and • obtaining FHA financing of Poinciana Village, at the Southeast Overtown/Park West Redevelopment District. Given the NDC's effectiveness in the past, and the fact that the need for their services still exists, we would like to recommend approval of enclosed Resolution and Professional Services Agreement. Attachments: Proposed Resolution Professional Services Agreement 9 4- 804 0