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HomeMy WebLinkAboutR-89-0318J-89-387 4/5/89 RESOLUTION NO. A RESOLUTION, WITH ATTACHML7U, AUTHORIZING THE EXECUTION OF A GRANT/LOAN AGREEMW- IN SUBSTANTIALLY THE FORM ATTA0iED, WITH 'n-iE BW—K ARCHIVES PC",JDATION, INC. IN THE AMOUNT OF $66,000 FOR THE RESTORATIONi /RECONSTRUCTION OF THE IiISIMZ R1C DORSEY HOUSE, LOCATED AT 250 NORMNIEST 9TH STREET, MIAMI, FLORIDA, WITii FUNDS TIiEREFOR BEING ALLOCATED FROM COMMUNITY DEVEL OPM=, BLOCK GRANT FUNDS. WIRMEAS, Dana Dorsey was a black Overtown pioneer businessman who came to Miami in 1896 with the railroad; and WHEREAS, his home, which is located within the Overtown Historic Folklife Village, has been designated an historic site; and WHEREAS, the Black Archives Foundation is desirous of restoring/reconstructing this Historic Site for a museum to be used by area residents, inner city children and others who wish to become acquainted with the heritage/history of Overtown and provide a facility to research Overtown's vibrant past; and WHEREAS, Commmity Development Block Grant Funds are available to provide a grant/loan to the Black Archives Foundation, Inc.; NOW, THEREFORE, BE IT RESOLVED BY THE CESSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute a grant/loan agreement, in substantially the form attached, with the Black Archives Foundation in the amount of $66,000 for the restoration/reconstruction of the Historic Dorsey House, located at 250 Northwest 9th Street, Miami, Florida, with funds therefor Ding hereby allocated from Ccautunity D: velopmaDt- Block Grant Funds. Section 2. This Resolution shall becoe effective immediately upon adoption pursuant to law. PASSED AND ADOPTED this 13th day of April 1989. ATTE MA HIRAI, CITY CLERK t f yy XAVIER L - S Z, M&YOR CITY COMMISSION MEETIILTG Or APR 13 1989 �RESOLUTION No. ` . s 6R��ARRKS: r� .s... , ::: � ,.r:�.v "r�s..,rr l'�w#x'+kfr.:,^.-+� m�ttY'�P`ts N"-z7 91 �f {ks(twFxaitY, t _ 6,.:v.�:a ,. •:.._ _, ,. �'S tApr H FINANCIAL REVIEW & APPROVAL: BUDGETARY REVIEW AND APPROVAL: r`�G^_4 Jr✓ CARLOS GARCIA,VDirector Finance Department COMMUNITY DEVELOPMENT REVIEW AND APPROVAL.- F K 'ASTWEDA, Director Community Development Dept. PREPARED AND APPROVED BY: ROB RT F. CLARK Chief Deputy City Attorney !Budget HAR SURthCDi-rector Depart -2- APPROVED AS TO FORM AND CORRECTNESS: 1 ,j O E L. FERN DEZ City Attorne 89-318 This Agreement entered into this day of , 1989, by and between the CITY OF MIA*;I, a. munioipa,l corporation of the State of Florida, hereinafter referredto as "CITY", and the Black Archives Foundation, a Florida for non-profit corporation, hereinafter referred to as "BAF" . i WHEREAS, the City of Miami Commission on November 17, 1988 passed Motion No. 88-1090, authorizing and directing the City Manager to award a Grant/Loan in the amount of sixty-six thousand dollars ($66,000) to the BAF, said funds to be taken from Community Development Block Grant Funds; and WHEREAS, the funds are to be used for the restoration/reconstruction of the Historic Dorsey House (hereinafter "Dorsey House") located at 250 NW 9th Street within the Overtown Historic Folklife Village; and WHEREAS, the Dorsey House shall be used exclusively for a museum for inner city children, area residents and others who wish to become acquainted with the heritage/history of Overtown and to provide a facility to research Overtown's vibrant past; and WHEREAS, the CITY has identified federal funds available through the Community Development Block Grant to provide sixty-six thousand ($66,000) to carry out this activity. NOW, THEREFORE, in consideration of the promises and the mutual convents and obligations herein contained, and subject to the terms and conditions hereina'ter stated, the panics hereto understand and agree as follows: The term of this Agreement shall commence upon execution by the City Manager and shall terminate upon full payment of the Grant/Loan inclusive of any interest charges or other cost. 89--3i8 1a-15-UTE.PIM-TSlox For the purpose of this Agreement, the City of Miami's Department of Development will act on behalf of the CITY in the fiscal, programmatic monitoring and modifioation of the Agreement, except as otherwise provided. by this Agreement. III. SC9-_Es OF S_ZR-Y-1.GE- (A) The BAF shall disburse the $66,000 Grant/Loan to pay for costs related to the restoration/reconstruction the Dorsey House pursuant to the proposal submitted by the BAF that is attached and incorporated herein as Exhibit "A" and the project plans and specs which must be approved in writing by authorized representatives of CITY. (B) This Grant/Loan is to be made by CITY to BAF for the sole purpose of the restoration/reconstruction of the Dorsey House. All restoration/reconstruction costs or changes in the plan must be approved by CITY in writing prior to commencement of construction. Such approval will not be unreasonably withheld. Any other use of these funds is expressly prohibited. (C) BAF shall conduct a competitive bid process to select the contractor for the Dorsey House. This process shall have prior approval of CITY. (D) The selection of the contractor's bid for restoration must be approved by CITY. Once this approval is obtained, City Grant/Loan disbursements shall be based upon vouchers submitted by BAF, verified by CITY, and certified by the architect, or other certifying design professional who will be an engineer, landscape architect or urban planner as shall be; acceptable to CITY. All submission by contWaotors of ino27thly requisitions shall be on AI.A Forms 702 and 703 or their equivalent as published by the American Institute of Architects, or as attached and incorporated herein as Exhibit "B". Contractors payments shall be subject to a ten percent (10%) retainage of construction cost by CITY, which shall be held until issuance of Certificate of Use/Oooupanoy by the CITY and release of liens from all contractors, materialism, laborers, subcontractors, and suppliers 2 89-3119 (E) Davis- Baoon Act, 40 U.S.C. 276a, et. seq. , as amended, prevailing wage rate_,; rnu.st be applied. to all rehabilitation, demolition or construction work on the Project. (F) BAF shall manage the Dorsey House . (G) The Dorsey House shall be used solely and exclusively for a museum for inner city children, area residents and others who wish to become acquainted with the heritage/history of Overtown and to provide a facility to research Overtown's vibrant past. (H) In the event the Dorsey House is not used for the above mentioned purposes or is sold, BAF shall pay the CITY $66,000 immediately upon the occurrence of one of these two oonditions pursuant to the terms and oonditions set forth in that oertain promissory note exeouted by the BAF in favor of City attaohed and incorporated herewith as Exhibit "C". (I) At one -month intervals, BAP shall provide CITY with a progress report on the activities and aoeomplishments of the subject projeot. This report shall be in the format specified by CITY. W In the event CITY must file suit to oolleot any monies under this Agreement, BAF agrees to pay all oourt oosts and attorney's fees. (K) BAF shall complete the project as set forth in the �I �I proposed submitted by BAF which is marked as Exhibit "A" unless City has in writing approval on extension. i (L) The BAF shall provide its own office and work space. A. CITY's Grant/Loan to BAF shall not exceed $66,000 and shall be used solely for the purposes set out in Article III hereof. _! B. The entire balance of City Grant/Loan shall become j immediately due and payable either upon bankruptcy, dissolution, or liquidation of BAF; or upon the reorganization of the BAF which is not in acoord with the terms of this Agreement; or upon 3:�"'�i� the sale, partial sale refinancing, exobknge, transfer, sale under foreolosiire, or other disposition of the Dorsey House improvements and/or OrA.pital e(piprent s.itua-'Ged thereon. It is an essential piirpose of the City Grant/Loan that the Dorsey House remain located at 201 NW Pth Street-. Miami, Florida. The improvement beautification and cultural enrichment of the Overtown Community Development Target area being the primary purpose of the CITY Grant/Loan, which purposes will be furthered by the presence of the Dorsey House at the given address in that neighborhood. C. The CITY's advance of any of this funding is subject to the following conditions: (1) evidence that the site is taken by the BAF free of all liens and encumbrances (2) Mortgage title insurance including the City as a named insured to the extent of all CITY funding. D. All expenditures must be incurred during the contract period and verified by original receipts, time records and/or telephone logs. E. BAF shall submit invoices and supporting documentation to request payment for services rendered on a monthly basis. The Grant/Loan funds shall be disbursed to BAP on a monthly basis upon receipt of approved invoices. �3 F. BAF shall comply with the monthly activities specified in Section III of this Agreement prior to the request for payment for services rendered on a monthly basis. G. CITY shall endeavor to pay 23,*%.F within fifteen (15) working days from the ti)ae e�eq)enditures are verified end the invoice is approved for payment. V. CO).QJ.,JLLTQ 1,L[ TJT FF; Both parties shall comply with all applicable laws, ordinances and codes of federal, state and local governments. CONDITIONS VI. GENERAL 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 sba,ll 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 300 Biscayne Blvd. Way Suite 400 Miami, Fla 33131 W The Black Archives Foundation 5400 N.W. 22nd Ave. Miami, Fl. 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 other provision hereof, and no waiver shall be effeotive unless made in writing. F. 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 States of Florida or the City of Miami, such provisions, paragraphs, 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 terns and provisions of this Agreement shall remain unmodified and in full force and effect. F. CITY shall have the right to review and audit; the time records and related records of BAF pertaining to any payments by the CITY. All documents developed by BAF under this Agreement shall be delivered to CITY by said BAF upon completion of the services required pursuant to paragraph II hereof and shall become the property of CITY, without restriction or limitation on its use. BAF agrees that all documents maintained and generated pursuant to this eontraotuaj .ationsh�i.p between CITY' and BAF shall be subject to all. provisions of the Public Records Law, Chapter 119, Florida Statues. It is further und.erstood by and between the parties that any information, writings, maps, contract documents, reports or any other matter whatsoever which is given by CITY to BAF pursuant to this Agreement shall at all times remain the property of CITY and shall not be used by BAF £or any other purpose whatsoever without the written consent of CITY. y1J_11ONDZLESaABILITY That the obligations undertaken by BAF 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 service or any part thereof by another person or firs. The BAF agrees that there shall be no subcontracts in connection with the Agreement without the prior written approval of the CITY and that all such subcontractors or assignees shall be governed by the terms and intent of this Agreement. Anyone hired by the BAF (subcontractor or any other expense) is solely the responsibility of the BAF. Nothing stated herein will create an obligation on the part of the CITY to compensate the subcontractor. IX. BONDING AND INSURANCE BAF shall carry or cause to be carried insurance coverage as specified below throughout the terra of this Agreement. No modification or change in insurance shall be made witb,out ninety (90) days' written a,d.vence notice to CITY through its Insurance Coordinator: a. Worker's Compensation Insurance - as required by Chapter 440, Florida Statues, as amended from time to time. b. Comprehensive General Liability Insurance or its equivalent - with at least a combined single limit for bodily injury, and property damage liability of $200,000 per occurrence. Contractual liability and Premises and Operations Coverage shall be included. 8 89 31 0. All Builder's Risk Insurance d. Professional Liability insurance for Design Engineers and Architects twith a R V Classification. e. CITY sli,,411 be nared as an Additional Insured and boss Payee on the policies as reoitec3 in . Paragraph b and c above. The intent of this endorsement is that insurance policies providing coverage for the Contractor as Named Insured shall be primary for any loss or claim, as a result of work being performed under the scope of this Agreement. f. Insurance policies required above shall be issued by oompanies authorized to do business under the laws of the state, with the following qualification as to management and financial strength: The company must be rated not less than A as to management, and no less than Class V as to financial strength, in accordance with the latest edition of Bests Key Rating Guide, published by Alfred X. Best Company, Ino. In addition to insuranoe ooverage BAF must have Fidelity Bond for the maximum amount of any one disbursement. It is understood by BAF that prior to the disbursement of Grant/Loan proceeds, the above required insurance oertificates and bonding documents shall be provided to the Insurance Coordinator at One Southeast Third Avenue, 1100 AmeriFirst Building, Miami, Florida 33131 X-1-AMIT-T-PUT-Mr-a The CITY reserves the right to audit the records of BAF at any time during the performance of this Agreem$t and for a period of one year after final payment is made under this Agreement. X-1----AHARD.02 AGREBIJENT The BAF warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 7 99-318 This Agreement; shall be construed and enforced according to the laws of the State of Florida. ►IT_l._.�UCG�.S.S(?�� �Kp ������� This Agreement shall be binding upon the parties herein their heirs, executors, legal representatives, successors, and assigns. The BAF shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of _ action, which may arise out of the BAF's performance under the provision of this Agreement, including all acts or omissions to i' act on the part of BAF, including any person performing under this Agreement for or on BAF's behalf, provided that any such claims, liabilities, losses and causes of such action are attributable to the fault of BAF, and, from and against any orders, judgements or _j decrees which may be entered and which may result from BAF's �i performance under this Agreement, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense �i of any such claim, or the investigation thereof. If the CITY I �I 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, BAF shall indemnify the CITY accordingly. In any event, the CITY shall promptly notify BAF as soon as it has notice of any matter for which this indemnity provision may be applicable. ZVI O)IRT-.201—r INTEREST The BAF 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. The BA_ 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 the BAF or its employees must be disclosed in writing to the CITY. The BAF, in - the performance of this Agreement, shall be subject to the more restrictive law and/or guidelines regarding confliot of interest - j promulgated by federal, state or local government. 8 The BAF is aware of the conflict of interest lays of the City of MiWni (CJ- y o.f Miari Code Chap s er 2, Article V ) , Dade County Florida (Dade County Section 2-1.1.1) and, the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. The BAF and its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attainany rights or benefits Under the Civil Service or Pension Ordinances of CITY, or any rights generally afforded olassified or unclassified employees; further he/she shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. XYII T�$M��TTON OF CO�RAC'r In its sole discretion, CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to Article III hereof without penalty or liability to CITY. In that event, notice of termination of this Agreement shall be in writing to BAF, which 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 BAF an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and BAF that any payment made in accordance with this Section to BAF shall be made only if said BAIL' is not in default under the terra; of this Agreement. If BAF is in default under they terms of this Ag'reer.°<ent . If BAF is in default, then CITY shall ii..-i IYa c,,,ay be t: b l.i.g;'ate,6 and shall not pay to BAF any sinia tThittsoevc—r. . q The BAF agrees that it shall not discriminate as to race, sex, color, creed, national origin, or handicap in connection with its performance under this Agreement. Furthermore that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 9 The BAF a.oknowled.ges that it has been. furnished a copy of Ordinance No. 10062, the Minority proourement Ordinance of the City of Miami., and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. � CONTI���LCY�LI�J, Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. T.D_EFAU PROVISION (1) A Default shall consist of a breach of any covenant, agreement, provision, or warranty contained in this Agreement and/or the Exhibits attached hereto. (2) For purposes of this Agreement, a breach shall include but not be limited to: A) Changes to the site or B) Failure to use the Dorsey House solely and exclusively for a museum as set forth herein. (3) If BAF defaults on its obligations as contained in this Agreement, CITY may suspend BAF's authority to draw additional City Grant/Loan funds at any time upon written notice to BAF. If said default is not fully and satisfactorily cured within thirty (30) consecutive days from notice of such default, CITY may continue such suspension or, by delivery of written notice, terminate this Agreement; such termination to he effective immediately at the time of delivering this written notice. (4) If a default occurs, CITY may at any time or from time to time thereafter protect and enforce all rights available to it under this Agreement by suit in equity, action at law, and/or by any other claim or proceeding, whether for specific performance of any covenant and/or agreement contained in this Agreement, and/or damages, and/or other relief, and/or proceed to take any action authorized or permitted under applicable law or regulations. (S) BAF acknowledges that CITY shall not be liable to BAF, or to any party, for completion of, or the failure to complete, any activities which are a part of thb Project. 9 Ll 10 (6) Inthe event of a default or breach., BAF shall pay at the sole d.isoreti_on of the CITY, any and, aal money paid by CITY to BAF for Project, with interest of twelve percent (12%) per annum from the date of default. �YI_V_,--y'NTTRE AGRE13UNT This instrument and its attach.men.ts constitute the sole and only Agreement of the parties hereto relating to said services and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. XXV 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 the day and year first above written. ATTEST: MATTY HIRAI City Clerk ATTEST: Corporate Secretary ® APPROVED AS TO INSURANCE REQUIREMENTS: Insupdnoe Man CITY OF MIAMI, a Municipal Corporation of the State of Florida By CESAR H. ODIO City Manager BAF: Black Archives Foundation By Carmetta Russel Chairman Black Archives Foundation CORPORATE SEAL APPROVED AS TO FORM AND CORRECTNESS: A r 1. c70IRGE B . FANDEZ City Attorn y WI U Amount: $68,000.00 EXHIBIT C PROMISSORY NOTE Miami, Florida Date: FOR VALUE RECEIVED, the undersigned promises to pay to the order of the City of Miami, Florida, (herein called the "CITY") acting by and through its City Commission and Department of Development, the principal sum of Sixty Six Thousand Dollars ($66,000) with interest payable at the rate of Twelve per centu.m (12%) per annum accrued interest from date of default, if any one or more of the following conditions occur: (1) BAF fails to use the Dorsey House solely and exclusively for a museum to be used by area residents, inner city children and others who wish to become acquainted with the heritage/history of Overtown and provide a facility to research Overtown's vibrant past. (2) Changes the location of all or part of the Dorsey House from the stated location of 1201 N.W. 9th Street, Miami, Florida, or assigns in whole or in part its obligations under its agreement with the City of Miami dated (3) Any dissolution, sale of the majority of corporate stock, bulk sale, bankruptcy or insolvency of the Black Archives Foundation Inc., a Florida corporation. (4) pails to comply with any term, condition, ag,re;ement or covenant contained in the A(?reeme:nt between the City of 14iaiai and the Black Archives Inc., dated IN THE EVERT of failure to comply with the above conditions, the entire principal amount of this Note, as reduced in accordance with the following paragraph, together with accrued interest, from date of default shall become due and payable at the option of the City upon written notice to the undersigned. Failure of the City to exercise such option shall not constitute a waiver of such default. 12 89-318 IF this Note be reduced to judgement, such judgement will bear the statutory interest rate on judgements. IF suit is instituted by the CITY to recover on this Note, the undersigned agree(s) to pay all costs of such collection including reasonable attorneys' fees and court costs. THIS NOTE shall be duly filed for record in the Official Publio Records, Dade County, Florida. DEMAND, presentment, protest and notice of demand and protest are hereby expressly waived, and the undersigned hereby waives, to the extent authorized by law, any and all homestead and other exemption rights which otherwise would apply to the debt evidenced by this Note. IN WITNESS WHEREOF, this Note has been duly exeouted by the undersigned as of its date. MAKER: BLACK ARCHIVES FOUNDATION INC., a Florida Corpor- ation 5400 NW 22 Avenue Miami, Florida President ATTEST: 13 89-31R N i AF'R-- 6--8S THU U. @: 3 8 LAW D E P T CITY oP MIAMI. FLORIDA INTER-OrFICIE MEMORANDUM to Honorable Mayor and Members of the City Colmmioaion :POM Cesar H. Odio City Manager Rocommeandntion: • 13 P.O:� DATE - March 29, 1989 `"I. SUINIEcT . ApplcQva 1 Agreement Archives R!P[RFNON For City ENCLOSURFjn Apr i 1 to Ento r into an with the Black roundntion, Inc. Commission Meeting 13, 1909 it is respectfully recommended that the City Commission Adopt the attached resolution authorizing the City Manager to execute an agreement, in Iaubstantially the form attached hereto, with the Black Archives Foundation in the amount of $66,000 for the restoration/reconstruction of the Historic Dorsey House located at 250 NW 9th Street, said funds to be therefor allocated from Community Development Block Grant Funds. Background t s�.as The Department of Development and Community Developmont Department rocommonda that the City enter into an agreement with the Black Archives Foundation for the: purpose of reconstructing/resturiny the Historic Dorsey House. The II1ack Archives Foundation approached, the City Comminai.on on November 17, 1988 requesting funds, in the amount of $66,000 for the Historic Dorsey fioui3e, which would be usad as a match for funds necure d from Metropolitan Dade County. The City Gonunission paorc(i t-jotion I -To. OB-1090 instructing the City Man&9t;.'>i to locates $66,000 for paid project. Community Dove oprnent. `ti as agreed to 9r ant/1011n, �-Ti'bth approval of - the mimiission, $6C,1501'0 from Comiunlrty De vol.opme nt Wock Grant €und.B for t.1ic Hi 15t-oric DOrcoy HIDL 7,e �cc�t�t;r�e::�t;l ore/rc>c c�r3st.rttct;f.r�a'e. The property will be uee:d as a D'iiuc;e um err uirea a:esi ent .3, inner city children and oti7€3rc who wisli to oecome acquainted with the horitacje/hi€atory of ove<rtown, and provide: a facility to research Ovo rtown's vibrant pnot. it is recommended that they attached resolution be radoptcd by the City Commission authorizing the City Manager to execute: an Agreement with the Black Archives Foundation. CO/SR/eb