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HomeMy WebLinkAboutR-93-0403J-93-448 1 6/17/93 RESOLUTION NO. 9 3- 4 0 3 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 CONNEC- TION WITH SECURING FINANCING FOR RESIDENTIAL AND COMMERCIAL DEVELOPMENT PROJECTS, IN AN AMOUNT NOT TO EXCEED $50,000; FURTHER AUTHO- RIZING COMPENSATION FROM FUNDS AVAILABLE IN THE SOUTHEAST OVERTOWN PARK/WEST REDEVELOP- MENT 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 Devel- opment Council, Inc. ("Consultant") to render certain technical advice and financial assistance in connection with such undertak- ings; 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 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. ATTACHMENT (S)I CONTAINER CITY CONIIKISSION MEETII'8G OF JUL 081993 Reoolution No. 93- 403 s guy Section 2. The City Commission hereby 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 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 8th day of July , 1993. ATT MATTY HIRAI, CITY CLERK FINANCE REVIEW: �k CARLOS GARCIA, DIRECTOR FINANCE DEPARTMENT -2- AVIER L. S AREZ MAYOR BUDGETARY REVIEW: L �i a// • . • . P • •ice r .�%% OF • •r 93- 403 PREPARED AND APPROVED BY: " , '14 /- LINDA K. KEARSO ASSISTANT CITY ATTORNEY -3- APPROVED AS TO FORM AND CORRECTNESS: QVffNN CITY ATT-Mi, 93- 403 I 1k PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of 1993, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter referred to as "CITY" and The National Development Council, Inc., hereinafter referred to as "CONSULTANT". R E C I T A L S. 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 condi- tions hereinafter stated, the parties hereto stipulate, under- stand and agree as follows: 93- 403 GCL F I. TERM A. The term of this Agreement shall commence on September 1, 1993 and shall terminate August 31, 1994. 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 other party written notice of such cancellation at least twenty-four (24) hours prior to the date of cancellation. C. Should this agreement be cancelled prior to its expira- tion 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 follow- ing: 93- 403 a 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 uonaominlums project, - Sawyer's Walk Apartments, Condominiums, Townhouses, and incidental retail developments, - 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 Busi- ness Lending Corporation. Assist CITY in the local administra- tion of the program. E. Make available to CITY the service of CDH Inc., a Nation- al Development Council Inc. subsidiary for the development 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. 93- 403 I. Be available for consultation regarding loans with busi- ness persons and developers during A-F. III. COMPENSATION A. The CITY shall pay to the CONSULTANT, the amount not to exceed $50,000 which shall constitute full and complete compensa- tion from the CITY for the CONSULTANT's services hereunder, payable in amounts not to exceed the following: 1. $4,166 a month for eleven (11) months 2. $4,174 a month for one (1) month B. Its 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 CDT shall be paid to the CITY within thirty (30) days of receipt by the CONSULTANT or its subsidiary. D. In the event this agreement is not renewed by either party, all fees generated by the CONSULTANT or its subsidiary 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. 93- 403 tit IV. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS, Both parties shall comply with all applicable laws, ordi- nances and codes of federal, state and local governments. i V. GENERAL CONDITIONS i 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. CITY OF MIAM Department of Development & Housing Conservation 300 Biscayne Boulevard Way Suite 400 Miami, Florida 33131 CONSULTANT National Development Council Inc. 41 East 42nd Street Suite 1220 New York, NY 10017 B. Title and paragraph headings are for convenient refer- ence 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 I 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 93- 403 11 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 unen- forceable under the laws of the United States, State of Florida, County of Dade, or the City of Miami, such provisions, para- graphs, sentences, words or phrases 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. VI. OWNERSHIP OF DOCUMENTS 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 this 93- 403 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. VII. NON-DELEGABILITY 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 perfor- mance or assignment of such services or any part thereof by another person or firm. VIII. AUDIT RIGHTS CITY reserves the right to audit the records of CONSULTANT pertaining to any billings to CITY for time or expenses at any time during the performance of this Agreement and for a period of one year after final payment is made under this Agreement. IX. AWARD OF 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. 93- 403 r X. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. XI. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and authorized assigns. XII. INDEMNIFICATION i CONSULTANT shall indemnify and save CITY and its officials i harmless from and against any and all claims, liabilities, loss- es and causes of action, which may arise out of CONSULTANT's i performance under the provisions of this Agreement, including all i acts or omissions to act on the part of 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 CONSULT- ANT, and, from and against any orders, judgments or decrees which i may be entered and which may result from CONSULTANT's performance under this Agreement, and from and against all costs, attorneys' 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 provi- i 93- 403 sion are applicable, CONSULTANT shall indemnity CITY accordingly. In any event, CITY shall promptly notify CONSULTANT as soon as it has notice of any matter for which this indemnity provision may be applicable. }III. CONFLICT OF INTEREST CONSULTANT covenants that no person under its employ who presently exercises any functions or responsibilities in connec- tion 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 Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of CONSULTANT or its employees must be disclosed in writing 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. XIV. INDEPENDENT CONTRACTOR CONSULTANT and its employees, SUBCONSULTANT, and agents 93- 403 shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or bene- fits under the Civil Service or Pension Ordinances of CITY, or any rights generally afforded classified or unclassified employ- es; furthermore, its agents or employees shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. XV. TERMINATION OF AGREEMENT CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to Section II hereof without penalty to CITY. In that event, notice of termination of this Agreement shall be in writing to CONSULT- ANT who shall be paid for those services performed prior to the date of 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 CONSULT- ANT 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 93- 403 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. XVI. NONDISCRIMINATION CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, age, national origin, or handicap, in connec- tion 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 there- in, including any amendments thereto. XIII. 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. 93- 403 XIX. DEFAULT PROVISI-ON In the event that CONSULTANT shall fail to comply with each and every term and condition of this Agreement or fails to per- form 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, an all payments, advances, or other compensation paid to CONSULTANT by CITY while CONSULTANT was in 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 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. 93- 403 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. ATTEST: MATTY HIRAI CITY CLERK WITNESS: WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE MANAGER CITY OF MIAMI, a Municipal Corporation of the State of Florida: By CESAR H. ODIO CITY MANAGER CONSULTANT: NATIONAL DEVELOPMENT COUNCIL,INC. WILLIAM LOEWENSTEIN REGIONAL MANAGER/DIRECTOR APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, I CITY ATTORNEY 93- 403 Y,4 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUI TO: Honorab;7;�_ Mayor and Members and the City Commission FROM : Ces to Cit& 4ager CA=10 DATE : JUN 2 Q 1993 FILE SUBJECT, Resolution Authorizing Professional Financial Services REFERENCES: For City Commission ENCLOSURES: Meeting of 7/15/93 It is respectfully recommended that the City Commission adopt the attached Resolution, authorizing the City Manager to enter into a Professional Services Agreement, in substantially the form at- tached, with the National Development Council Inc. ("NDC") to provide services in connection with the financing of residential and commercial developments, in an amount not to exceed $50,000; further authorizing compensation from funds available in the Southeast Overtown/Park West Redevelopment Trust Fund (Project No. 689001) . The Department of Development & Housing Conservation recommends that the attached Resolution be adopted to authorize the City Manager to enter into an agreement with NDC for the purpose of obtaining professional services in connection with the financing of residential and commercial projects. NDC is a not for profit organization, offering its services to local governments in putting together loan packages for residential and commercial projects. A number of new projects, such as new phases of Poinciana Village Condominiums, Sawyer's Walk project, and City blocks 25 and 36, are contemplated as the next segment of the Phase I of the S.E. Overtown/Park West District. The City shall retain NDC as a financial consultant for the purpose of offering assistance to developers in securing the necessary financing to undertake the proposed projects. Attachments: Proposed Resolution Professional Services Agreement 93- 403