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HomeMy WebLinkAboutR-93-0207' Ci 3! 4 fi �'-93-99g 3J28l93 9 3 " 207 "SOLUTION NO. r - A RESOLUTION AUTHORIZING THE CITY MANAGER TO - E%ECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND AS SPECIFIED HEREIN, -- WITH THE PARS WEST ASSOCIATION, THEREBY _ PROVIDING FUNDS IN THE AMOUNT OF $12,500 FOR - - THE PERIOD OF APRIL 1, 1993 THROUGH JUNE 30, 1993, TO IMPLEMENT ECONOMIC DEVELOPMENT ; PROGRAMS; ALLOCATING FUNDS THEREFOR FROM THE EIGHTEENTH (18TH) YEAR COMMUNITY DEVELOPMENT - BLOCK GRANT PROGRAM. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI$ - - FLORIDA: Section 1. The recitals and findings contained in the = Preamble to this Resolution are hereby adopted by reference } thereto and incorporated herein as if fully set forth in this - Section. Section 2. The City Manager is hereby authorizedlto execute an.agreement, in a form acceptable to the City Attorney, with the Park West Association, thereby providing funds in the amount of $12,500 for the period from April 1, 1993 through June 30, 1993, to implement Neighborhood Economic Development Programs, with funds therefor hereby allocated from the Eighteenth (18th) Year Community Development Block Grant. The herein authorization is further subject to compliance with all requirements that may be impose ,may Attorney, including but not limited to thos3 JMsQ0jWSft applicable City Charter and Code provisions. MR'ETMG Og MAR 2 5 1993 93- 207 APPROVED AS TO FORM AND CORRECTNESS: -2- 77 r �`-.c.k 45ra aJzu .w`rw i'K "^-1ftx+y ;x. 1 G s' :..•�• '= +.'..,r. -wa�rr //�� ♦♦n�� i 1i" l FER-OFFiCt �i�SIAORANDW ..�.ir::r.r.Sri.rie.��:.r.ai►■irr.wr:■�uiarr r.rr.ir.d■.:.`rrrrwir.��i� _... .. i..il errwinr+si.rr...r■sirrr+.ir, �+., _.. <. .s .. TO The Honorable Mayor and BATE : .. FILE Members of the City Commission MAR 2 1993 SUBJECT : Funding from lsth . Yeer =90 FROM : radio REFERENCES: Cesar ii • Discussion "Item City. Manager ENCLOSURES: March ll , 1993 Pursuant to Resolution No. 92-190.1, adopted by the City Commission. - at' the meeting of March 12, 1992, fourteen (14) neighborb000d economic development organizations were allocated funding for 1'Y. 1992-1993 to provide economic development services to ` their respecti'Ve target areas. During subsequent Commission meetings, the City Commission authorized the City Manager to enter into agreements with twelve (12) CBos. Of the fourteen (14) agencies "allocated CDBG funding, only two (2) had not provided the Department of Community Development with required contractual documentation by the November 12, 1992 City Commission. meeting: Park West Association and Cvertown Advisory Board. (gee memo attached.) ® Park West Association has now submitted all documents required - to enter into an agreement with the City of Miami. It is their intention to provide economic development services and/or activities to the Park West community. =e It is respectfully recommended that if the City Commission authorizes the execution of an agreement between the Park West - Association and the City of Miami, the contract either be for a three-month period, from April 1, 1993 to June 30, 19930, in the, amount of $12,500; or that a final decision be deferred until Suiyy" 1, 1993, in order that the Park West Association would�'.be- ' considered along with the remainder of the CBOs. s3- CITY OF MIAMI, 1=tU:foN� 0 It TEAL -OFFICE MEMORANDUM 9 ' cp o ',Ttie honorable Mayor and w►rE : OCT �Y i�9� �e ero .of the City Commission stiwEcr : Continued pundinr f.: om i1.. �.•� 1 18th Year CDUG i .. Od nuEnsrmEs: ©iseussion Item k ip y Manager E"cwsum t o..rtober 22, 1992 'rhoDepartment of Housing & Urban Development (HUD) has `historicalli', bedn opposed to core funding of Community Based Organizati3ins (CEOs)" and -.continues such opposition. pursuant to 16tter',0a_ 9/I7/920' attachead, they are of the opinion that . CEOs should not .:_funded on a routine basis using Community Development Block Grai ads.` They-,'- should only be funded on a project specific basis at.- a ,percentages of the allocation could be used for activity d livery cost (administration). = ` 'z However, based on our conversation with HUD officials, they area willing to accept a transition period meaning that we can maintain the $SO,000 CHO funding for FY 92-93, provided that the agencies': meet contractual requirements. r In return, HUD is willing to bring to Miami.,& consultant firm to_ provide technical assistance to the CB09 in order to improve thn' quality of services being provided by the agencies and improve their performance. Based on the aforementioned discussions with the U.S. Department of Housing and Urban Development (HUD), the City of Miami could continue funding the following CBOs until June 30, 1993 in an amoun' not to excee& $50,000 for FY 9.2-93, provided that .no additional monies will be disbursed until all contractual requirements itav+e: been met and completer report's from the agencies have been .receiver byttbe Department of Community Developments 1..• Allapattah Business Development Authority, Inc. 2. Downtown Miami Business Association, Inc. t 3. Edgewater Economic Development ' 4.� Latin Quarter Association, Inc. 5. Little Havana'Deyelopment Authority, Inc. S.. New Washington Heights Community Development Conference,'. 1' Inc. 7'. Small Business Opportunity Center, Inc. S. Wynwood Community Economic Development Corporation, Inc. 9. Coconut Grove Local Development Corporation, Inc. 10. Haitian Task Force, Inc. 11. Martin Luther King Economic Development Corporatlu.. Inc. 12.. Greater Biscayne Boulevard Chamber of Commerce ..J 93- � s The Honorable Mayor anti - - Members of the City COminiasion Page two ' As of this writing# `neither park West Association not the overtowra Advisory Board have submitted contracts or work plans. Th6jaf6r ,,5 . no recommendation can be made at this time. While' hUH will provide the. CBOs with technical assistance in order;' to strengthen their capacity to carry out economic developasnt ;'; projects at a neigbborhood level during the balance of the, 92-93-.`,F'S as part of the core funding phaseout period, please keep in mind : ` that there' ' will not be enough monies to fund all agencies . oncethe new project" specific funding 'policy is instituted. No agenay-will be guarantees funding' and no agency should have an expectation of receiving funding once this policy becomes effective next July.., { Attachment .. - 11r s. s. - ry` �• ko r ­­Partnersk , Inc. - August 10,1992 Mr. George.Lehor, President Park West Association 2471Mal4ga Avenue Coral Gables, Florida 133134, R E-' PA4M WEST CDBG WORD PROGRAM Dear Mr. Lehor: The Park West Community lies within the Central Downtown community development tnrget area' ��ee 7 attached map). � Since the late 19176, the Park West area, together with the Southeast Overtown area has been through a planning process that resulted in formulation of the Southeast OvertownlParkWest RedevelopmentPlan. Following the adoption of the Plan, the City of ,Miami's Deparanentof Development has managed the implementation of the RedevelopmentProgram.. Several Hundred housing units have been completed brin rq new residents and businesses to the area, however, the clearing of slum and .:., blight conditions h^n been limited by available resources and competing priorities. Poorly zuaintain id s!ructures and properties awaiting future acquisition for substantial development continue to project a"ategative image of he area as an opportunityfor; redevelopment..' This' proposal is intended to focus on positively changing the -perception rind reality of the continued exi_stencb of siutrt and ., W blight conditions. The following Facade, Improvement Program is untended to result in upgrading ntbe P�rlc. West area's physical appearance, so new and caasting residents and businesses do not feat they Haw to ; and work in an area that some have referred to as "a:war'zone." a As a Community DevelopmentTargetArea, this proposal is designed to primarily use Coawtunity. `, beveloptnetit BlockGrant' MBO) funding to implement a Facade Imp Pro fforts will ; Y be' riiade to augment the CDBG funding by attracting other public and private sources :,..ather the FacadalmprovementProgram.-'The extent and magnitude,of Ihe .physical impmemci.:o will be determined by the actual funds conuuitted and. available. , r } 93 207 4 ,; MI 3W W Avw6J MWWI F1o"I =I%/ =I aa"ift }�"' nit G iF Z d x« e , Dated on national and local objectives, all CDBG funded activities proposed must qualify by addressing one or all of the primary objectives, as described below. To be eligible for CDBG funding, t"ederal policies require that each activity, exc%.t :;ity ;program administration and planning, meets the goals for either: 2). Benefiting low and moderate income persons under one of the following criteria: . Area Benefit Activities. . Limited Clientele Activities Housing Activities . Job Creation or Retention Activities 2). Aiding in the prevention or elimination of Slums or Blight: . Addressing Slums or Blight on an Area Basis. . Addressing Slums or Blight on a Spot Basis. . Addressing Slums or Blight on an Urban Renewal Basis. 3). Meeting other community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community. Activities which do not meet one of these three. (3) broad national objectives may not be undertaken with CDBG funds. Further based on the City of Miami CDBG Program Summary Report: CDBG funds may also be used for two categories of interim assistance activities: , 1). The first category covers limited improvements to a deteriorating area a prelude to permanent improvements% The second category covers activities to alleviate an emergency condition..: In order to put the proposed Park West area Facade ImprovementProgram in the contcxt and perspectigt of the -intent and objectives of the preceding national and local CDBG. program, the following scope of work is specifically packaged to deal with the area's problems and to achieve tai,bfule, end; results. WOP& PROGRAM Task 1 Preparation- $259000 2.1. A%sist the Park West Association (members are unpaid area .businesses, residents and - property, owners with no" paid staff) to establish and. maintain administrative and management tools to participate in the CDBG Program. t: 1.2 Create a computerized data base from which to generate a maiiling list and maintain records on the ownership of area properties, and from which to maximize communicationswithia the program area to obtain the greatest level of citizen participation. IONS 8WeAmmtMWWu 1ss1W1.=1ee®41W 93-- 207 1.3 Prepare and complete CDBG administrative procedures, record -keeping and documentation systems as required and needed. Task 2 Programing- $2tl,000 2.1 Develop a detailed Facade Improvement work program and implementation strategy. 2.2 Develop a minority participation program including'the creation of minority businesses and jobs for low, and moderate income persons. 2.3 Define the program for elimination and or prevention of Slim or Blight on a spot and area-widd basis. 2.4 Create a program that will assess the problem of.retaining and attractiag`reslde its and businesses to the Park West area. The overall condition and 1,�; :ption of the area posses a serious and immediate threat to its economic well-b%.;a%. Additionally there exists a serious and immediate threat to the occupancy and economic viability of projects already completed that used local and federal funds including CDBG monies. Task 3 Design Documents- $50,000 3.1 Identify or create minority painting and repair contracting companies to undertake physical improvements. , 3.2 Seek property owner participation (funding) to leverage CDBG funds. 3.3 Prepare an overall plan of architectural and artist designs for facade improvements - on an area -wide basis and spot basis.. 3.4 Commission five (5) to ten (10) artist to design and render, speci0c facade improvement designs. Local minority artists will be emphasized. 3.5 Obtain approvals and support from property owners for the proposed improvements. The sites selected for the Facade ImprovementProgram may be leased to assure retention and maintenance over time. 4.3 Secure Park West Association and City of Miami approval and authorization to initiate and execute improvements. 3 Task 4 Contracting- $106000 4.1 Secure commitments from property owners to implement authorize-hii arovements. 4.2 Retain and contract with minority painting and repair contractors to "=to improvements. • 93- 207,' Iml 6W9?*Avw m/ MtaN/ floridY/ s,156/ / Q�316Q 4 t 40 Task 5 Implementation- $145,000 5.1 Authorize minority contractors to initiate and execute improvements 5.2 Monitor and administer the improvement program. 5.3 Document, photograph and present the before and after conditions of the area, and summarize the tangible results. _ •5.4 Conduct a public meeting to allow the City of Miami to report to the results to HUD, the Citizens of the City, and to the community at large. The preceding work program and budget is intended to represent a two year effort. The'project will be initiated upon recPi.':'g a written authorization to proceed along with a retainer in the amount Of $?.,500. Both the Perk West Association and Resource Partners recognize that the actual scope of work will be adjusted to relate to actual funds committed by the City through the CDBG program, and from other sources as they are identified and secured Resource Partners Inc. will brill for services rendered on a monthly basis as monthly basis as work is completed. Unless other wise indicated, REsource Partners Inc.,, will be paid in two weeks following receipt of invoices by the Park West Association. _ We at Resource Partners Inc.look forward to working with the Park West Association and the City of Miami. VGV/mm IOM sw! a Amuel Miami/ FWWa/ WIW I =/ SM160 Z 4 . WORK PROGRAM: YFSAR 1 .: Task 1. Prepdon 1. Establish the, administrative and managerial basis to develop and operate the Park West Facade Improvement Program. a Tlr�c `2 , �'i�ogiamiag 2.1 Develop an detailed Facade Improvement work Program and � `implei mentation strategy 2.2 Define the, program for elimination of slum and blight on a spo' ...: ' a -wide basis: _ 2.3 Create and develop a Park West area Facade Improvement program that will, Assess, the problem, of retaining residents and businesses. The program will seek to bolster the. economic viability and occupancy of projects already completed that used local and federal funds, including CDBG monies. 2.4 Seek property owner participation (funding) to leverage CDBO funds. ,Task 3 sign Documents 3.1 Prepare an overall plan of architectural and artist, design for facade improvements - on an area wide basis and spot basis. 3.2 Commission five to ten artist to design and render specific facade improvement �. -designs. Local minority artists will be. emphasized. :0 Secure Park west Association and City of Miami approval and authorization to initiate and execute improvements. 3.4 Obtain approvals . and support for property owners for the proposed improvements. the sites selected for the Facade Improvement Program may be leased to assure retention and maintenance over time. Task 4 Contracting 4.1, Secure commitments for property owners to implement authorized improvements 4.2 Retain and contract with minority painting and repair contractors to execute improvements. _ 93 207 i d L ' r Implementation Task 5 minority contractors to initiate and execute improvements Authorize rting on tetaine rformance evaluation repo , 5.2 Administer9 In and prepare xA p N ' •. x contractors. r ' a before and after condidons of that amo hoiogitaph and present th fd 5.3 Document, p se the �&ible results. and summari CB4, AdminisO° �d management 1,1A 6 • 'bn to establish -and maintain administrative 6.1 Assist the Park 'V�Iesi Association a viabl�;Community n -tools to effectively develop and operate, • ; management Organization (CBO)• ; A generate,-, mail!, lists and i computerized data- base from which to and f hick to 6.2 Create a . comp ro rues, maintain records on the ownership °�m to obtain the : level of maximize the communications within theProgram citizen participation. 'hash Minority Business, Development to incubate and provide technical assistance to "1.1 Create and. develop a program minority businesses. {r, _ 93- 207 3. DesignDoc's* 23,000 4. Contracting* ,Soo 5.Implementation*Q Subtotal : 62,500 _ 6: CBO Adm/Manage 15,000 7. Minority Bus Dev ;14.�5? Subtotal 25,b00 Total 112, Funded by tries CDBO program; programmed year 1: $509000.00 .� PundeO. by the Facade Improvement 'Program, total funds programmed year. 1: $87,500.00 , _ ` PARK VM ASSOCIATION CDBG WO PROGRAM, YEARS -4 TMOU ' H 3 world' hogram Budget 3 Years Program Year ' Ist 2nd . Nd 1: Prepa:°ation 15$= . 5,000 510000 2. P ogramnung 25,000'. 10,000 10,000 3. l slin �.g« : 25tO0o . 15,000 10,000 . s ,t - �4. Contracting* 205W 5900D 2,500 S.Implementation* 35- ! 45, 871,500 95,000 67,504 6. CRO Adm/Manage 159000 159000 15,000 7. Minority Bus lDev 10, 25, 25,000 25,000 40,000 40,000 TOW 93. �Q;7 .: r a^s _.. .. O ' -t PARK EWie ASSOCIATION, INC. %TICes I ......r...es Cor oThe rdo sha lal off f Ice of the Corporation shall be in the State of Florida. The registered office in accordance with Florida law and shall maintain it ,.cohtga inuously. The Corporation may have offices at such other plates within and without the State of Florida as the Board of Directors may from time to time determine. ARTICLE II Members Section1. Ruallfication. Membershipp is open to all persons over the age of eighteen years who ate interested ; n furtherance of, the purposes of the Corporation. Section 2. Manner of Admission. Each application for Voting Member must: be sp6nsdrea by a Voting Member In good standing and be approved by a majorlty of Voting Members present at' a meeting duly. held In Birder for the applicant to ; become a dating Member. The initial Voting Members are those persons named as such In the Articles of Incorporation. Section 3. Membership Classes. There shall be two classes of Membership: (a) Vo_ti_nMembers. The Corporation shall have Voting Members who shall have all - tr rights and! of Members of the Corporation. A Voting` Member may be removed only by an affirmative vote of at least` eighty percent (80%) of :ill 'Voting Members and only for cause, acts Inconsistent with Membership' or conviction of a felony and only after an opportunity to be heard (unless the Membees, whereabouts are unknown). (b) Nonvoting Members. The Board of Directors may establish one or more classes of Nonvoting Members of the Corporation by resolution and may assess dues 0& such Nonvoting Member3. Unless otherwise specifically stated in these Bylaws to�the contrary, ' all references to "Members" relate to Voting Members and not to Nomroting Members. Section 4., Annual Meetings. The purpose of the, annual meeting of Members Is 'to -elect- Directors and to transact such other matters as may ` properly come before the Members. The annual meeting of the Members of the Corporation shalt be held at the times and places designated by the Board • of . Directors or the -' President of the Corporation,.• The Annual meeting of Members for any year shall be held, no later than thirteen (13) months after the last annual meeting of Members. However, failure to hold an annual meeting timely shall'In no way affect thdAerms of Officers or Directors of the Corporation or the validity of actions of the Corporation. . 9347_- • Section S. Special Ugptings. Special m4tin s of Mem s may b called by the Presioent'or y a i y of the Board of Eirectors n in office or by i.lembets holding one-fo h (I/4) or more of the outs ding votes of the Corporation. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for Members to consider. Section 6. Place of Meetin The Board of Directors may designate any place, tate of Florida, as the place of meeting for any meeting of Members. If no designation is made, then the place of meeting shall be the principal office of the Corporation in the State of Florida. Section 7. Notice of Meeting. Written or printed notice stating the place, day and hour ol the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by mail not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice shall be -given by or at the direction of the President or the Secretary or the persons calling the meeting to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States Mail addressed to the Member at his address as It appears on the records of the Corporation with postage thereon prepaid. Section 8. Waiver of Notice. A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, .except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section 9. Action Without Meetin . Any action of the Members may be taken without a meeting, without prior notice and without a vote, If a consent in writing setting forth the action so taken Is signed by a majority of Members of the Corporation. Within ten (10) days after obtaining such authorization by' written consent, notice must be given to those Members who have ri 1 consented in writing. The notice shall fairly summarize the material features of the authorized action. Any certificate to be filed as a result of the Members' action under this section shall state that written consent was given in accordance with Section 607.394, Florida Statutes. Section 10. Voting Record. If the Corporation has six (6) or more Members of record, the officers having charge of the membership records of the Corporation shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof. The list shall be kept on file at the registered office of the Corporation or at the principal place of business of the Corporation, and any Member shall be entitled to Inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to' the inspection of any Member at any time during the meeting. If Jhe requirements of this section have not been substantially complied with, then upon demand of any Member in person or by proxy, the meeting shall be adjourned until the requirements are complied with. If no such demand Is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. Section 11. Member Quorum and Voting. Unless otherwise required in the Articles of Incorporation, a majority of the Members appearing in person or by 4 i -2- R 93- 207 r � proxy sisal) constitute a quorum at a meeting of t.�ctr►ur�a. N.�... �,,.....; ., .._.,. of busincsa is required to fififtoied on by a clss tyi Metbet " unles_ b+thtrwise required in the Articles of l tporation, a majority of the M rs of such class shall constitute a quorum for the transaction of such items o business by that class. if a quorum is present, unless otherwise provided by law or in the Articles of incorporation, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. After a quorum has been established ht a Members! meeting, the subsequent withdrawal of Members, so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. It a quorum Is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present. Section 11. Votes. Each Voting Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. Section 12. Proxies. Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be in writing and shall be signed by the Member or his otherwise duly authorized attorney -in -fact. No proxy shall be valid after the expiration of eleven (ll) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing It, except as otherwise provided by law. . ARTICLE I11. Board of Directors Section 1. General Powers. Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida Not For Profit Corporation Act concerning corporate action that must be authorized or approved by the Members of the Corporation, all corporate powers shall be exercised by or under. the authority nf the Board of Directors, and the management and affairs of the Corporation shall be controlled by the Board of Directors. Section 2. Number, Qualification, Election and Tenure. The number of Directors shall be the 'number of Directors elected from time to time In accordance with these Bylaws, but shall never be less than three. The number of Directors may be increased or decreased from ,time to , time by election in accordance with these Bylaws. The Directors need not be Members of this Corporation or residents of. Florida. Directors shall be elected by the Members at the annual meeting of Members and shall serve until the next succeeding annual meeting and until their successors have been elected and qualified. Section 3. Annual Meetings. The Board of Directors shall hold Its annual rpeeting at the same place as and immediately following each annual meeting of Members for the purpose of the election of Officers and.the transaction of such other business as may come before the meeting. If a majority of the Directors are present at the annual meeting of Members, no prior notice of the annual meeting ofti the Board of Directors shall be required. However, another place and time for such rpeeting may be fixed by written consent of all of the Directors. Section k. Regular Meet in s. Regular meetings of the Board of Directors may ge—held without notice at suc time and at such place as shall be determined ' 93- 207 j 7 from time •o time by the Board of Directors. St .lion S.. S ecial 49UM. Special meetings of the ld of Directors may be ca Ied by the Chairman ol the Board (if there Is one), the President or any Director. The person or persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them. Section 6. Telephone Meetings. Directors may participate In meetings of the Board o Directors y means o a co"nferenee telephone or similar communications equipment by which all persons particippating can hear each other at the same time, and participation by such means shall constitute presence In person at such a meeting. Section 7. Action Without Meeting. Any action of the Board of Directors may be taken without a meeting it a consent In writing setting forth the action so taken signed by all of the Directors If filed In the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote. Section 8. Notice and waiver. Notice of any special meeting shall be given at least threedays prior t ereto by written notice delivered personally, by mail or by telegram to each Director at his address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. If notice Is given by telegram, such notice shall be deemed to be delivered when the telegram Is delivered to the telegraph company. Any Director may waive notice of any meeting, either before, at, or after such meeting by signing a waiver of notice. 'The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which It has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened. Section 9. Quorum and Voting. A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of those rir-.r.4.ors present may adjourn the meeting from time to time without notice ur.•11 :i quorum is present. Sectl..n 10. Vacancies. Any vacancy occurring in the Board of Directors may be fil ed by the affirmative vote of a majority of the remaining Directors even though It Is less than a quorum of the Board of Directors, unless otherwise provided by law or the Articles of Incorporation. A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Members. Any directorship'to be filled by reason of an Increase In the number of Directors shall be filled by election at an annual' meeting of Members or a special meeting of Members called for that purpose. Section 11. Removal. At any meeting of Members called expressly for that purpose, any Director or Directors may be removed from office, with or without cause, by vote of a majority of the Members then entitled to vote at an election of Directors. New Directors may be elected by the Members for the unexpired terms of Directors removed from office fat the same meetings at which such removals are voted. If the Members fail to elect persons to fill the unexpired terms of removed Directors, and if the Members did not Intend to decrease the number of Directors -4- 93- 207. to•sctve on the Board, then thtvc aneies unfilled shalj �e fijie� `� e with ptoisions in these Bylaws forncies. Section 12. Presumption. -Of Assent, A Director of the Corporation who Is present at a meet* o the oar o erectors tat which action on any corporate matter is taken sha be resumed to have assented to the action taken unless he votes against such action or abstains from voting because of an asserted conflict of Interest. ARTICLE IV. Ofificers Section 1. Officers. The Officers of this Corporation shall be a President, Secretary nd Treasurer, each of whom shall be elected by the Board of Directors. A Chairman of the Board, Vice President, and such other officers and assistant officers as may be deemed appropriate inay be elected by the Board of Directors from time to time. Any two or more offices may be held by the same person. A failure to elect'a president, Secretary or Treasurer shall not affect the existence of the Corporation. Section 2. Election and Term of Office. The Officers of the Corporation shall be elected annually by the Board of Directors at its meeting after each annual meeting of Members. if the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his successor shall have been duly elected and shall have- qualified, or until his death, or until he shall resign or shall have been removed In the manner hereinafter provided. Section 3. Removal. Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Directors whenever, In its judgment, the best interests of the Corporation will be served thereby. Removal shall be without prejudice to any contract rights of the person so removed, but election of an Officer ;hall not of Itself create contract- ' rights. Section 4. Vacancies. Vacancies in offices, however occasioned, may be filled at any t=me by election by the Board of Directors for the, unexpired terms of such offices y Section S. Duties. The Chairman of the Board, or the President if there Is no Chairman of the Board, shall preside at all meetings of the Board of Directors and of the Members. The President shall bye the chief executive officer of the Corporation: Subject to the foregoing, the Officers of the Corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of ` Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors. Section 6. Salaries. The salaries of the Officers shall be fixed from time to , time by the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Section 7. Delegation of Duties. In the absence or disability of any Officer of the Corporation or for any of er reason deemed sufficient by the Board of -S- Im 93- 207 /9 tirectors, the Board may dplegate his powers''or duties° 10-a"&ethef 611ic+tr or to any other Director. ARTICLE V. Executive and Other Committees -" Sectirn 1. Creation of Committees. the Board of Directors may, by resolution passe a By a majority of t e whole Board, designate an Executive Committee and one or more other committees. Section 2. Executive Committee. The Executive Committee (it there Is one) shall Co—n—sult wjLn ana a vise The.01ticers of the Corporation in the management of Its affairs.and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creatin such Executive Committee, such powers of the Board of Directors as can be.•lawfully delegated by the Board. Section 3. Other Committees. Such other committees shall have such functions and may exercisisuEfi power of the Board of Directors as can be lawfully delegated.and to the extent provided In the resolution or resolutions creating such committee or committees. Section 4. Meetings_. Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committee may be called by any member thereof upon two (2) days' notice to the other members of such committee, or on such shorter notice as may agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in these Bylaws pertaining to notice for Directors' meetings. Section S. Vacancies. Vacancies on the Executive Committee or on other committees shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors. ' . Section 6. Quorum. At all meetings of the Executive Committee or other comm ttees, a majority of the committee's members then in office shall constitute Wquorum for the transaction of business. Section 7. Manner of Acting. The acts of a majority of the members of the Execut rt Committee or other committees present at any meeting at which there is a quorum shall be the act of such committee. Section 8. Minutes. The Executive Committee (if there is one) and the other committees shilf keep regular minutes of their proceedings and report the same to the Board of Directors when required. ARTICLE VI. Membership, Certificates Section L Form and Issuance. Members of the Corporation may be Issued certlf icates signed by the President or a Vice Presldent, and by the Secretary Oran Assistant Secretary. Each Membership certificate shall state the following: (a) the name of the Corporation; (b) that the Corporation is organized under the laws of I. 93- 207 '. the State of Florida; (c) thedbne of the person #3 'Oevt•tbnt to rir 4tsupdf:.iand (d) the class of Membership. T Membership certificate itself sl4mkonvey no rights or privileges, but shall only be lot identification. Section 2. Lost Stolen or Destroyed Certificates. The Corporation may issue a new memoership tertilicate in Ine Fa) ace o any certificate previously Issued If the Member named in its certificate makes proof in affidavit form that it has been lost, destroyed, or stolen; (b) requests the Issuance of a new certificate; and (c) r:tislied any other reasonable requirements imposed by the Corporation. ARTICLE VIi. Books, Records and Reports Section I. Report to Members. The Corporation shall send an annual report to the —embers 01 the corporation not later than four months after the close of each fiscal year of the Corporation. Such report shall include a balance sheet as of the close of the fiscal year of the Corporation and a revenue and disbursement statement for the year. ending on such closing date. Such financial statements shall be prepared from and In accordance with the books of the Corporation, in conformity with generally accepted accounting principles applied on a consistent basis. Section 2. Ins ection of Corporate Records. Any person who is a Voting Member of the Corporation shall have the right, 73r any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of Members of the Corporation. Upon the written request of any Voting Member, the Corporation shall mail to such Member a copy of the most recent balance sheet and revenue and disbursement statement. If such request Is received by the Corporation before such financial statements are available for its last fiscal year, -the Corporation shall mail such financial statements as soon as they become available. In any event, the financial statements must be mailed within four months after the close of the last fiscal year. Additionally, balance sheets and revenue and disbursement statements shall be filed In the registered office of the Corporation in Florida, shall be kept for at least five years, and shall be subject to Inspection during business hc:urs by any Voting Member, in person or by agent. ARTICLE VIII. Nonprofit Operation The Corporation will not have or Issue shares of stock. No dividends will be paid. NIP t of the income or assets of the Corporation will be distributed to Its Members, Directors or Officers without full consideration. No Member of the Corporation has any vested right, interest or privilege in or to the assets, property, fbnctions or activities of the Corporation. The Corporation may contract In due Course with its Members, Directors and Officers without violating this provision. ARTICLE IX. Fiscal Year .t The fiscal year of the Corporation shall be the period selected by the Board of Directors as the taxable year of the Coporation for federal income tax purposes. 1 -'r 93— 207 ------------------- AM I J%-I-C i., f: . Seal The corporate seals all bear the name of the Corporation between two concentric circles and in the inside of the Inner circle shall be the year of Incorporation. ARTICLE X1. Indemnification . The Corporation shall Indemnity each Officer and Director, Including former Officers and Directors, to the full extent permitted by the Florida General Corporation Act and the Florida Not For Profit Corporation Act. ARTICLE Xn- Amendments These Bylaws may be altered, amended or replaced and new Bylaws may be adopted by the Board of Directors; provided that any Bylaws or amendments thereto as adopted by the Board of Directors may be altered, amended or repealed by vote of the Members, or a new Bylaw In lieu thereof may be adopted by the Members. No Bylaw which has been altered, amended, repealed or adopted by such a vote of the Members may be altered, amended or repealed by a vote of the Board of Directors for a period of two (2) years after the action of the Members. s i G e 41 . -8- 93- 4 *tat,C ,�r0riaa 1Ipparttnpnt at Otatr I certify from the records of this office that PARK WEST ASSOCIATION, INC. was a corporation organized under the laws of the State of Florida, filed on November 13, 1980. and continued as a corporation until December 14, 1982, on which date it was administratively dissolved for failure to file its annual report, as required by law. The document number of this corporation is 755111. I further certify that said corporation was reinstated on March 11, 1983. girl, I further certify that said corporation has paid all fees and X11 penalties due this office through December 31, 1992, that its most recent annual report was filed on Match 18, 1992, and its status is active. 1 further certify that said corporation Dissolution. CR2EC27 (2.91) has not filed Articles of diben under mp banb anb the Great *eat of the Statr of fflon1n, at TAlah at. the vital, this the 21 st ban of August, 1992. Jim Sm*tt4 93- .4etreturg of State 2 ..�.-- -y _::-.:-. __.... ...;_:_ _ _ .. •Su'.s �. ;nit.n .t•�^�4.'.ni�h''T! 1.wk+.ta:=.w`�3�+�^�MblNM1i4iJ.N .�.: I te #ta -� S f Mepartment of date 1 certify the attached is a true and correct copy of the Articles of Incorporation, as amended to date, of PARK WEST ASSOCIATION, INC., a corporation organized under the laws of the State of Florida, - as show by the records of this office. The document number of this corporation is 755111. ME022 (2-91) Oiben under mp hanb anb the great Deal of the Otate of Sloriba, at MallahUgee, the Capital, this the 21 st bap of August, 1992. Y Jim a$mitk __-- ---- - jSsrrttttrg af Mate 9 3- 207 .v .<. 1..1... _.. _ _: Ar. .. _ . _ , N 55 purr:cus Or luoMrMnow CO r►� lµtt YLST 7f11AIt C!h!C An1i0CLlTZ01t. IfX'. `'•et ,u 4 A Non•Prefit Coraeratlee st,? In order to further crone+ purposes the members do eras to eitantse�� .r wider theserartieles of incorporation, pursuant to the pssvislans of "'Tj Chapter ill• rlorids statutes• as, follwtwS '�`. ;ti ? it • , • l ,- AIPI'ICIZ ! *AM The imam of the corporation shall bet .W= ►ClJAPW CIVIC ASSOTX(W, IAIC. e AATI= II - PRINCIPAL WI'Ct Us priaclpal office of the association shell be at One else" Tomr, • a We South Biscayne boulevard. Quite 1910; Miani, Florida 73111. � AR' t= III Plfl1P08! 1. To [otvard and prorate the general welfare and lorospsrity of the ' Moberg and to LWitore by any and all lawful and honorable some the stator and condition. of real and personal pzWertr within an area losowt as tin Waalt'« West Oistrit i. 2. Yb gather,'rwolve r:..tisseaieats s" iafenstlen as my scan belp� tat to the rs I to Interchange ideas La cas,esiis f antual assistanes she to provide helpful advice me guidance ti fta % M deeespuebssst of asy of a-V�lt the purpoesa• of the corporation. • ' �' •: s; .:`�:7: a, To.pwblisb a" etsaulate pshllcat oat of my triad and dsseri�Riais covering subjects of ostnnai Uter st. • , -k, ...PR .i We corporation is to ssiat psrgatealiy. AfRI��IQ*J01l1IfRIp •' •�.,.., - - � Anyme Bey be A saber of this aerpentias dn•aas pepatty. w A S civic interest in and to the area 6sfiaad by do City of Itiani OsPYla�ssat' Autborltr as the Part West Ass&. ' ' � • ,.._ •t.� 93_ 207 IL i •-s �, .j r9i0mirICAMMr :he association shall indemnify, to the full eatant: authorized and peraieted by the loses of the State of florlda,'all direttere, b � j officers, "glay"s tad agents of the association, and the heirs and legal � 1V representatives of such persons, insofar as any such, dlreetor, officer. -- - employee or +gent, or his heirs or legal representatives. it wds, ei is t�. threatened to, be wadeo a potty to any action, soli or preeeeding (whether cleibs '•' _ crlslnal• adainistrative or inwsUgative) by reason of the fact that he !s, -` MM— a or was a director. officer. employee or agent of the association •tree, or served, any other anterpriae at M.e request of the ao9oelat1cn1 provided• _r _ that this right of Indemnity of a director. officer, employee or agent 1f ' not applicable :o his own gross arrors or gross omissions or malfeasance in _ the performance of services randared to the association. im -n ARtICtt V1 - SUED PMAS ' The names and nsldenees of the subscribers to those.artleles aces Las Awich James Angleton Angelo P. 0owe — 12010 S.W. igth Place 4511 Lake bad. say Point 12601 S.W, 7Oth A", �_- -� Mani. rlorida Mlam i, Slbcida ItImL, rlorlds s , AMCI; V22 _ OMCM The officers of this corporation shall be a president, lot vice-presldent• - and vice-presidento sacretary/treasurere and such other officers as shall be - provided in the by -•lows. The initial officers of the corporation shall bat Lee Rwleh . . . . . . . President Al Ungar• • . • . . • . . . • • • • . • . « . . . • lot vies -President MMMMM�— - Jame Angleton • 2nd Viet-PreeNent Millard stein. . . secretary - Tom Cromer . `. Treasurer ARMCLL Vttt - IOAAO nr 021RLCTORS The initial•barA of oicactore of the corporation omit consist of a" 1; A (9) members who &ball bee Lee Rurieb . PctsidMt Al Singer. . . . . . . . . ... . . . . . . . . . . . lot Vice Preslamt Jams Angleton . . . . . . . . . . . 2" diet* President Mallard Stein . . . . . . . . . . .. . . Tom Cromac . . . . . . . . . . _:- 9.3 2.���r_a ,. Shia 110e84 of OLrrctors atoll serve Urc vanaratinn until th• initial �t weatirq of the vasixtrship. at utidu t1mv a mm murd of girt%'tour:, mensiatinq of five (S) w rriAm shall be ulactod. f Tt* tuusineaa ruJ affairs Uf the afrtaxatian 911-111 Ls sa.,►uqual a ttrn t+d of Directors of five (S) statbtrrs Witch shell Jnetu k liar pt%mitle:ut. let viee-pntrsidtaut. 2W vies-ismsidwt, and stacm•tary/treswun•r and fitt*m rxwiarrv, stl of %*tort shall bs •betel each yart• at then d w"d woutiml of Uw eorlarata:n and sW1 server until Us wouatsswr Is. ulaCUNJ antl yuralifaW an. tlw manner set fairth in Uw o ipwation tyl:wa. ARIlti1: lX t UY-IAG 11W 13rrwtiva tlaaittu e coy. from do u to tine, .vkVt owty byi.w v as .tn: tent J t=WistMt With p:evisisaw of thas4 aettCUM. AM= X Section 1. 9t>`tao articles of incoaporation say ioo ownifod at a special sntatJrq of Wo s+ertarrsllip•aaUC%I for that pttclurwo, by tw thins of thoer: present. aectlan :. " Awamdmwinu nay a'aso be tsaWat a vega1w noetilq 2f *-Ov 1w*,v"±p LvM notice given. by w11 eisesistiee tea Qeail befe[e "Id urettw*, of latontiwt to submit anal 3" • s�weisatrts. .}. X111tTlt4• S 1ti' WW Wes the adetsigned e*v=ihLlq wvbws have !►r "awted these +rtslrles of bwcrpi vauan, this. %i dw of . N floe cite purpaso hatr,zin ••a (SrAW AVG= IFU JAME p an CS C MC,. a tlntM NlbUC drily iaod JA the stabs of r1wida, r • • Cors*v of tledo to take adRa7r4drlq wAS, PrKrAUT 4iaaw to is 1,rora to be dw persarre dsxaribed as 060=9we JA ad Nis Swcuind-tto •tos+t. � rt, 9W* Utitass of Lno g0tatlon. mid that' admcr+Zedpd beofare w that: than Macaw arts SAW=ibud to those art9sles of bowpuftian. • •; . • tlit7reei @W lurid and official owl in en oarAy ad start tl mw } !•' An tams � day of • 11ML • xww a, -,a • i co:e't ='ag s two At Image93 • statA ~� ComriCATE DCSIGtiA11116 PLACE Of: PUS11IhSS Ulf UUMICILE FOR Tiff SERVICE• ut rkuCCSS W1 T11111 11MIMA. IIA14I1IG AGIAIr U!'UM MOM PROCESS MAY It SERVED IH CONI'LIAkCC I11T►l aCT10N 4:s ON- I-LURIUA STATUTES. THE I'dLLOWING IS SUUMIfILU: r' I ItST•-1lIAT� _....... '�Iicst.vAUEc., aV2C..l►SSC1CI11TI ,IgfN...r..i�+ �• -. WAM1i 10 CUIIPUIIA (10111 .. t,.:11t I lI6 Tu vuuAff t U un UunL t t Y UNlJC 11 fill. LAIM OF I I IC' s rA t E OF F OAS nIIII ITS PRINCIPAL PLALL U1 bUUIIIL•a:: AT CI IY UI'•_,_..Kimal IAIL UF... __ Florida... IIAS IIAMLIL •_I11I(MLOo Y..,DZMS._.�.. •��y'i,.i' (.IAIf:) (NAME OF ItE51UEHT 'AGEIIi7 wll.Ilte i.r 19 0 One, oiscayneTower, 2,.S.1 Lscayna,.flouleYxsd•-.._�_..• �: (SMLLT AUUIIt.S Ant, uut1UCR OF I:UILUIIIG. 1'113r urF,CE• LUX AUUNCSSES ARE IIUT ACCEPTAFLE1 1 1 t ut H_iami ., S IL'I E OF FL(ilt I UA. AS ITS AGENT TO ACCEPT • (C I I Y)•* .LIIVICL ui 111IUCLi:, U1111111 FLUIC1UA. . S tGNATUI James Angleton TIT • OA I I►AVIIIG 1:CI:k NAIjhu tU ACCCP) sCImcc u' PAMSS FOR TIfE At -DYE ... 5TA(I:U CukPOKATIUII. Al IIIE' PLACE' UESltiflATl•W III THIS CCRTtFICAT!• 1 IICkLUI AullEf IU ACT III 1111S CAPACITY. Attu I FURIM11 AGREE TO CO1+NPLY With InE P(i0Vl6Id1IS ul' ALL S1AWICS ItCLArtY' TU Tilr MtUNER AND COM• NLCIC (•ClctukliAllCC OF M UUTICs. ..• •' .I a SIGHATuid _ (fi ILttIT AGEHi� ANGELO P. OEMS, _ ,' ,•,- ' .�a �• tip •�'' •�� 93~ 20RVIN i. M'�-t _� r:. at CERT MATE or AMMOMSNT or CtftrlrtCATE. OP It MP"RATION or WEST PARK CIVIC ASSOCIATION, INC. wr_st Park Civic Associative, Inc., a tiorids Corporation, lxder its corporation seal and the herds of Its President. tM RLMM t, and its Secretary. PM AM STEIN. Certified that: I. Tt+e team of Directors of said corporation at a meeting called and hold at 2:0o PH on August 24th, M. adopted the following Resolutions: "BE tT RESOLVED by the Board of Directors of hwr PARK CMC ASSOCIATION. ilk. , a rloride corporation. that said Board deems it adviseable and hereby declare it to be adviseable that the 2near of the corporation as set forth in its ertificate of Incorporation be and changed to: PAWL mr Asq=Krm, Dc. II. The 9ne" of the Directors srO mvbsrs of the association w" held at 4:00 PR. A rmt 24th, 1921. at which mme" all of the directors and embers of the association were pewsent, and at said meeting of the directors mW readers. said ameodom t to the Certificate of Incorporation was duly arbptsd by the unaniavus vote of all of the directors and aeacbers. IN WMESS ltMWW. said corporation has caused this oertifivate to, be signed in its chase by its President arhd its m n m rst o goal eo be hereto affixed and attested by its 14cretary. this 24th ,dry of Ahagust. 1981. • *mow .�.l,9� -,� 4^.8-. � - , 7 4 : - � 7L.. � •-v' gs R''�F t to � , L `rt j'�` .k jt �t��SA �. • .7�t�, � (j ,t. . 'tt wT�•' j/ -f r'�Y� jt `'f '•1�1� .f.�zr I.I,n1 � �#�•.-...�.t+�►•`�. t r *+.� .. � � . �1 � 4 t��l �T � 1 f � � a.. ;, t t � '.� �` , ,*, ' .I 1 •1 {r1�1• �'.�. Vic. %` t� .� � 1::.�:..,:.t�.,1 f>.a.s_ / �� �.:�,-f.�,TLl.�>`.3',I.at�:,'i�::`►c;...a , • �a, �t:�� �.,_ �: S: .,.the unaers Lqned authority, personally appeared. LEE Rtr4tTcR. President and ' STSINt Becretacyo fitho wearNOTA and affLru that the attached is a true and cOrrect COPY Of the Park Civic AssociatLent,tne.s C,artiftcate of AmerAment at West to verify and that they are the corpora to atfLeers autharited the same. at Larqe �� •�' F: my Co=Lssion Expires: f=. ,, •1, \ � ,1 {�iit•'1Y ti.Y.: �frwf lL r..,1F�v• ��i..�1='/1 y.'�.t•�' Vi��;.1��w �fi'.y�, yyy�.1�i..�l ``-.• .y`I :�� � 1.i � .1 _ J\-�*.�y1f1 �.� 2 . 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J .�. , s s-.r �. r.. � t ,Ir � i+ +.1 :- i.' .� •r 9 ti� ^ � i, . i r t i 1• . t k• qq E.... r i+a.:e , e lw. k- f r .a�' T • _- . •1'- - ,, ' a i • +'rt., � f 1� rr t,�• -R1 ..+ -.i\ :: i• .:9.1 a '.1. � -F N...1 1 e •' ��, ` SK2��.,3 � i �• •�.. rl �•"��i•1'••t�•',��•,�j1.�'L Ili ♦• `� t•-'. h .- � r' �-j, '1 it7 .� 'S•�i t.•� t-3 r 1 �;i, i�` ', i'Ltit 1`t t.� err i,•,1 �-':, :, ` �,'� �:. r �,, �tL °�_�� y-`i'+'�.: ..h�1,—(•1 i�►�1y' ��. � � •` .� '�,� . �••' r f( 1 • t �/��i7�� � �'1. . y�7>- �� Y c , r -fit .�1'- .t ; -. .. • , � .1 �w 1. '� �• }:i •' • • ' .�R r! 1 ) i4 �. _ 1 �• � rr jr �• -' V+ t..,: fin.--'�..... tI 1 : • + �it� art ' 3 K- r • r � Jt, '. .,��k}.. .:_fr��'`C...�.�_�'.,•l�A•,rf.•M1iY.'v1:^.'••:7S-.h"+..ti"t�i"•t��'f..11'tS1r� .•�.: �•c i•;ti :w 9•t•:•- - 1V VAT RVllbi Vr fro ILe.. I%e r... s CORPORA TION Ali nose. etr.RsetNT Of +ean A.rNUAL REPORT oft or eoaromm"s 1982 • r.... } Now a~ we r.rss w" ON ewn aN aehw wA Mq Fee d are ftqdb —Ms4 Wru POT" TO a II.....,se....Irc.............o•.. • rTsslll , lots -PARK Vc%T ASSOCIATION• ONE SISCATNt TOYER, suit[ 1110 TYO SOUTH SISCATNt SOULEVARO LRIANIe /Ls 77171 ,� • pws ww+N w w M•.el .n w..w .+. I..e e~ as~ � •-e .w tH wm lea a..•....a40 • .n.►re..rM..q.�11+ ' rW" pow" .ws......► ta.. O•Ir...n. d•... :. II oy �19l1� e�IT S if 10Ai6EA!��. , iaeaysi� toula_arQ 1i10 ..`�•R fiMG7`��NP — wI •+Is.l Coe M van r55V. S1YYISYYtY1 R7)tltTLuN LLZ ><IJUiE1 LX y I!{ �y J{MMIAAAM L. • �ra RUUITCii. I.EL 1 rl sox 010589 MTAMI. TEA 33101.INCER. AL t. 1ST AVER M HUHIt FLA 33132DER. Richard t.36eh STREET MIMI. nA 33137ROMER. TON �2/D L. M STREET MIMI. rEA 33132 OTH 'BRER PAUL JOHNS0lL /0 0. 3oK.1829• SSL e� MIAMI. HA 33101 ;S " ' .•� r.1 .'.w.. •I f../•�.. 4fY..q .!.'n � qrn. M YN.. M M II.I•.�� ��Y ' 34-6 .i.. •► ilia out RISCatNt imse8 so* SIICAT OSO.�LaesYma_ib�1b c.a.v«www •• DOS 7/1U87 1 e.wr.r•....•w.rfaw..M►efewaraT.�w.a�.�aarw.mwsokawa.s0vw- ft iif��lwr1�i! !rf �. M 11.�'�•.I M Nrr r ewe N .yel�M rAe.. •�..N 14w . tM ..1r MM r ear. t'7. VA•.yY M �1/'.•la�.M-AMMIIM ei�M M LAP M MwaglM A'_—U�.AP.RTYYr+�� _ • • wi:.114; •� wol.+�.e�reerewwwelaNl.ar.+wwseal•ew..stf w.as.e• e..I,...1�..r..a..�.�.....ae... w "m pee..wT.. "d r..w400� Mona GI. r:1 74 M-R. TtIONA1tD �coERt •:. - ..: �:. Was feiRidein 93— 207 , - RE:SOurce - palrttle rS Inc. CONSULTANT SERVICES AGREE -his letter agreement is entered into by and between the Park West Association, a Florida not -for -profit erporation hereinafter referred to per its agreement with the City of Miami as the "CONTRACTOR", . ;hd Resource Partners, Inc., a Florida personal service corporation hereinafter referred to as the "SUB- - ONTRACTOR." Vhereas, the City Commission of the City of Miami is desirous of continuing the neighborhood economic , tevelopment program and funds are available for the Eighteenth (18th) Year Community Development 3lock Grant for such purpose; and Nhereas, on July 9, 1992, the City Commission adopted Resolution No. 920459, which approved the = dlocation of :funds for the CONTRACTOR only for the period of July 1, 1992 through September 10, 992 with the total amount of the funds to be allocated on September 10, 1992 after review of the 'ONTRACTOR'sproposed program and budget; _ J hereas, the CONTRACTORis required to preform under the terms and'conditions of its agreement vith the City, a municipal corporation hereinafter referred to as the "CITY'; and Nhereas, the CONTRACTOR is a voluntary Community Based Organization (CBO) with no staff; low, therefore, it is agreed by the CONTRACTOR and the SUBCONTRACTORthat: _ ?or the CONTIRAC: ID-.t to retain the SUBCONTRACTORto undertake the Scope of Work under the erns of the CO rr;' ACI'OR'sagreementwith the City. - rhe initial termi of this agreement shall be July 1, 1992 through September 10, 1992 in an amount not to :xceed $9,863.00, and thereafter subject to the CITY extending it's agreement with the CONTRACTOR. _ rONTRAMRwill extend the terms and conditions of Its agreementwith the SUBCONTRACTORfor t period and amount consistent with the CONTRACTORS continuing agreements) with the City. - Che Work Program will be jointly developed by the CONTRACTOR and the SUBCONTRACTORand - )e submitted by the CONTRACTOR to the City. Said work program shall be an attachment to this _ igreement and shall include the following: a. A description of the work to be performed; b. A schedule for completing the work-, and c. A budget. 9 3 - 2.0.7 t 4" Fa. these items shalt be in sufficient del"�to provide a sound basis fur the C.* Y to effectively, monitor ' performanceby the CONTRACTOR, under this agreement. �SUBCONTRAC'TORshall establish and maintain sufficient records to enable the CONTRACTOR to provide the CITY minimum necessary information to determine whether the CONTRACTOR has met the requirements of its agreement with the CITY. I'CONTRACTORagrees that in order for the SUBCONTRACTORto undertake and administer the program successfully, property owners within the Park West area must financially participate in specific work program components, i.e. Facade Improvement Program to leverage Cominunity Development Block -Grant funding. CONTRACTOR, shall pay on behalf of, and save SUBCONTRACTORharmless from and against any, and all claims, liabilities, losses, and causes of action which may arise our of CONTRACTOR'S activities under this Agreement, including all other acts or omissions to act on the part of CONTRACTOR,or°the CITY including any persons actions for or on its behalf; from and against any relevant orders, judgments, or decrees which may be entered against the SUBCONTRACTOR; and from and against all costs; attorney's fees, expenses, and liabilities incurred by the SUBCONTRACTORin the defense of any such claims or in the investigation thereof. In the event of a dispute between the CONTRACTOR and the CM or any other third party, through no fault of the SUBCONTRACTOR,the CONTRACTOR's responsibility to pay the SUBCONTRACTOR for services completed or In progress shall not be waived and shall be due immediately upon request. )This Agreement shall be construed and enforced according to the laws of the State of Florida. CONTRACTOR and SUBCONTRACTORretain the right to terminate this Agreement upon thirty (30) days written notice pursuant to this Agreement. In that event, the SUBCONTRACTORshali be paid for those services performed prior to the date of its receipt to the notice of termination, plus all costs associated with the closing out of the Agreement in a manner satisfactory to the CITY. All notices or other communicationswhich shall or may be given pursuant to this Agreement shall be in writing and shall be delivered 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 fifth - day after being posted or the date of actual receipt, whichever is later. For CONTRACTOR: For SUBCONTRACTOR: Park West Association RE. -Source Partners, Inc. George Lehor, President Vijay Varki, President 247 Malaga Avenue 10791 Southwest 67th Avenue Coral Gables, Florida. 33134 Miami, Florida 33156 In the event of conflict between the terms of this Agreement and any terms or conditions contained in' any, attached documents, the terms in this Agreement shall control. • 5o waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach f the same or any other provision hereof; and no waiver shall be effective made unless . In wrattng. 61 P3- 207 z 3 t t < VV�� 'did Any provisions, parugruplis, sentences, words or phruses contained in thus -Agreement be determined to rt of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the e; of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be }tried tnodiCed to the extent necessury in order to conform with such laws, then same shall be deemed itatsle, and in either event, the remaining terms and provisions of this Agreement shall remain odifiCd ad in full force and effect. ill.CON7RAC'TORagrees that is employees and agents shall be deemed to be independent contractors 'not agents or employees of the CONTRACTOR or the CITY, and shall not attain any rights or refits under the Civil Service or Pension Ordinance of the CITY or any rights generally afforded tsifed or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's mpensationbanefits as an employee of the CITY or CONTRACTOR. is Agreement shall be binding upon the parties herein and cannot be assigned without the express itten consent otboth parties and therefore there are no heirs, executors, legal representatives,successors as unless otherwise determined and accepted in writing by both parties. nth CONTRACTORand SUBCONTRACTORwarrant that they posses the legal authority to enter this reemcnt by way of a resolution, motion, or similar action that has been duly adopted or passed as an -3cial act of the CONTRACTOR's and SUBCONTRACTOR'sgoverning bodies, authorizing the ecution of the Agre .ment, including all understandings and assurances contained herein, and directing d authorizing the p. rson identified as the official representative of the CONTRACTOR and IBCONTRACTORto act in connection with Agreement and to provide such additional information as -1y be required 1. WITNESS THEREOF, the parties hereto have caused this instrument to be executed by the respective ficials thereunto duly authorized. 00 ark W t Association A Florida Corporation (CONTRACTOR) (SUBCONTRACTOR) B- /I- 42. Date: Date: s • a� ark W t Association A Florida Corporation (CONTRACTOR) (SUBCONTRACTOR) B- /I- 42. Date: Date: s • a�