The URL can be used to link to this page

Home My WebLink AboutR-85-0339J=85=236a Oft RESOLUT I ON-�+�`�'39 A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. FOR THE PURPOSE OF IMPLEMENTING THE RENOVATION OF THE CULMER CENTER AND FURTHER DEFINING THE ROLES AND RESPONSIBILITIES OF THE CITY AND THE CORPORATION IN CONNECTION WITH THIS PROJECT. WHEREAS, the City Commission, through Resolution No. 84-384 allocated $124,948 in support of the renovation of the Culmer Center; and WHEREAS, funding for this project is available from Community Development Block Grant funds; and WHEREAS, in an effort to move the project forward and commence the renovation of the structure; and WHEREAS, the roles and responsibilities of the City and the Overtown Economic Development Corporation, Inc. will be set forth in the Memorandum of Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to enter into an agreement, in a form acceptable to the City Attorney, between the City and the Overtown Economic Development Corporation, Inc. for the purpose of implementing the renovation of the Culmer Center. PASSED AND ADOPTED this 28th day of March , 1985. Maurice A. Ferre MAURICE A. FERRE, MAYOR ATTEST: PH G. ONGIE, CITY ERK -1- CITY COMMISSION MEETING OF MAR 28 1985 RESOLUTIUiN N,85-3 R_i1PKKS. PREPARED AND APPROVE BY: of 16�R AER.r� 4F/cIMA 7/FORM PU C TY ATTORNEY APPROVED AS AND CORRECTNESS: 7V %Y' .�� LUCIA A. DOUGHERTY, CITY ATTORNEY i, _2 85�-339- 4 q CITY OF MIAMI. FLORIDA ffi S12 INTER -OFFICE MEMORANDUM; r= r 1 1a To: Randolph B. Rosencrantz CAT=: February 26, 1985 City Manager SUIUCCT: Memorandum of Agreement Renovation of the ' Culmer Center Frank Castaneda �= Director REFERENCES: City Commission Agenda Community Development ENCLOSURES: March 14, 1985 It is recommended that the City Commission approve a Resolution authorizing the City Manager to enter into a Memorandum of Agreement between the City and the Overtown Economic Development Corporation, Inc. in connection with the renovation of the Culmer Center. On April'5, 1984, through Resolution No. 84-384, the City Commission allocated $124,948 to the Overtown Economic Development Corporation, Inc. for the renovation of an existing structure located at 490 N.W. 11 Street which was acquired by the Overtown Economic Development Corporation in January, 1984. Funding for this project is available from Community Development Block Grant funds. The funds allocated by the City will be used to renovate the structure which will serve as an office building for the Overtown Economic Development Corporation, Inc. In an effort to move the project forward and commence the renovation of the structure, the attached agreement between the City and the Overtown Economic Development Corporation, Inc. is being provided for City Commission approval. The attached agreement defines the roles and responsibilities of the City and the Corporation in carrying out the renovation of the structure. Commission approval is recommended. FC/mc 85-339. /"+ MEMOPUUNDUM OF AGREEMENT This Agreement entered into this day of 1985, by and between the City of Miami, a municipal corporation of,Dade County, Florida, hereinafter referred to us "CITY", and the Overtown Economic Development Corporation, Inc., hereinafter referred to as OEDC, a corporate body fully organized and existing by virtue of the laws of the State of Florida as a non- profit Florida corporation. WITNESSETH: WHEREAS, the City Commission on April 5, 1984, passed Resolution No. 84-384, authorizing and directing the City Manager to award a grant in the amount of one hundred twenty four thousand nine hundred forty eight dollars (124,948) to OEDC, said funds to be taken from Community Development Block Grant Funds; and WHEREAS, the funds are to provide for the renovation of the Culmer Center located at 490 N.W. 11 Street, Miami, Florida; and WHEREAS, the funds will also be used to cover other project related costs such as the expenses for zoning related requirements, architectural and engineering fees, miscellaneous incidentals that are necessary to effectuate the renovation of the structure; and WHEREAS, the CITY has identified federal funds available through the Community Development Block Grant to provide one_ _. hundred twenty four thousand nine hundred forty eight dollars- ($124,984) to carry out this activity; NOW, THEREFORE,in consideration of the promises and the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: �t. Y b? r 85--:339:— s� T z , TERM: 0" The term of this Agreement shall commence upon execution by the City Manager and terminate 180 days thereafter. CITY AUTHORIZATION: For the purpose of this contract, the City of Miami's Department of Community Development will act on behalf of the CITY in the fiscal and programmatic monitoring and control of this Agreement and will serve as the CITY's liaison to the OVERTOW111 ECONOMIC DEVELOPMENT CORPORATION, INC. SCOPE OF SERVICES: (1) OVERTOWN, ECONOMIC DEVELOPMENT CORPORATION, INC. shall disburse the $124,948 grant to pay for costs related to the renovation of the Culmer Center pursuant to the proposal submitted by the OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. that is attached and herein incorporated as Exhibit "A." The OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. shall disburse a portion of the funds that are received from the CITY to the contractor submitting the lowest qualified bid as received and reviewed by the . City. of Miami's .. _ Department of Community Development; and ( 2 ) This grant is to be made by the CITY to the OVERTOIN ECONOMIC DEVELOPMENT CORPORATION INC. for the sole purpose of the renovation of the Culmer Center and to pay for other project -related costs as listed in the proposal submitted by the OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. Any other use of these funds is expressly prohibited; and -2- 85-33h- i 41 t �4r (4) At one -month intervals, the OVERTOWN ECONOMIC DEVELOPMENT. CO.RPORATIO,N.,. IUC.- . shall provide- the CITY - with a progress report on the activities and accomplishments. -of -the- subject grant. This report shall be in the format specified by the CITY's Department of Community Development; and In the event suit is instituted to collect any monies due under this contract, the OVERTOWN ECONOMIC DEVELOPMENT CORPORATION INC. agrees to pay such additional sum as the court shall adjudge reasonable attorney's fees. IV. COMPENSATION: A. The CITY shall pay the OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC., as maximum compensation .for the services required pursuant to. Paragraph III. hereof,. $124,948. H. Such compensation•shall be paid on the followiaa basis:. (1) The CITY shall disburse that portion of funds relating to the OVERTO;W ECONOMIC DEVELOPMENT CORPORATION, INC's. receipt of the lowest qu::lified big;: from a contractor as determined by OVERTOWN ECONOMIC DEVELOPMENT CORPORATION INC. and the City's Department of Community Development. That portion of funds disbursed by the CITY shall be comparable to the percentage of project -related costs incurred by OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. as a result of implementing the renovation of Culmer Center; and (2) Funds received by the OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. from the CITY shall be used to pay for other project -related costs such as engineering and architectural fees. 85-339- - -3- (3) The total not to exceed $124,948 as listed in the proposal.: 'submitted.-.-bg,-.ahe-:-.-.OVZRTOwmA :ECONOMIC DEVELOPMENT CORPORATION,. I11C... C. The CITY shall have the right to review and audit the time records and related records of OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. pertaining to any payments by the CITY. V. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS_IV _. Both parties shall comply • with- alt--applicatrlle- -laws,- ordinances and codes of __federal, _ state and local governments. VI. GENERAL CONDITIONS--____'.__ A. All notices -or other -commun-ications- 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 actial receipt., whichever is earlier. CITY OF MIAMI OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. Dept. of Community Development .. 887.N. W. 3rd Avenue P. O. Box 330708 Miami, Florida 33125 Miami, F1. 33233-0708 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. 85-338 .. i 00or ( 3 ) The total not to exceed $124, 948 as listed in the proposal.: submitted. by'_--:the-:•.•.OVERTOWM'.: ECONOMIC �• DEVELOPMENT CORPORATION,. INC.- C. The CITY shall have the right to review and audit the time records and related records of OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. pertaining to any payments by the CITY. V. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:. _. Both parties shall comply • -with-- alY - ,applicabsiE' 'laws,- - ordinances and codes of __federal, _ state and . local governments. VI. GENERAL CONDITIONS A. All notices -or other -commun"ications- 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 actial receipts, whichever is earlier. CITY OF MIAMI OVERTOWN ECONOMIC DEVELOPMENT CORPORATION', INC. Dept. of Community Development 807-N. W. 3rd avenue P. 0. Box 330708 Miami, Florida 33125 Miami, F1. 33233-0708 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 1 attached documents, the terms in this Agreement shall rule. 85-338 -4- D. No waiver or breach of any provision of this Agreement shall constitute-: as waiver--zf anya:subsequent,!breacba-o%- _th-e-:r.-= - same or any other provision hereof, and:no waiver shall be effective unless made. -in writing. E. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid; illegal or otherwise unenforceable - under the laws - of the- State: of Florida or the City of Miami, such provisions, paragraphs,.._. sentences,- words or phrases -shall be deemed -modifsed-to 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. VII. NONCELEGABILITY: That the obligations undertaken by OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. pursuant to this Agreement shall not be delegated to any other person or firm unless the CITY shall first consent in writing to the performance of such service or any part thereof by another person or firm. Vill. BONDING AND INSURANCE:. ECONOMIC DEVELOPMENT CORPORATIO,- INC. shall carry OVERTOWdN N or cause to be carried insurance coverage as -speci:=ed below throughout the term of this Agreement. No modification or change in insurance shall be made without ninety (90) days' written advance notice to the City of 9. i a Miami, Florida through its Risk Management Division. g^ kr. 4 - u R Py • 85-338__ x --_...0 -s- 4 = a. Workmen's Compensation Insurance - as required by Chapter 410-, Florida - Statutes. b. Comprehensive General Liability Insurance - with at least a combined single limit for bodily injury, and property damage liability of $1,000,000 per occurrence. The explosion, collapse, and underground exclusions shall be eliminated. Contractual Liability, Products and - Completed Operations -coverage, and Personal Injury coverage shall be...._ included. c. Automobile Liability Insurance- - covering all owned, non -owned and hired vehicles used in connection with the work, in amounts of $100,000 l,. per person - $300,000 per occurrence-_._. for bodily injury liability and - $50,000 per occurrence for property damage liability. d. The CITY shall be named as an - additional Insured on -the -policies -as . -:-- recited 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 7 performed under the scope of this agreement. { e y icy _ � f i �+ t • f. 85-9... -6- r i i i s i ,aya 2" k r e. The minimum.. qualifications as to = management and:-.finaac=at strength- c= the Insurance Companies are as _ follows: IX. The Company must be rated no less than "A" as to management, and no —less. than "Class X" .: as.. to- _ strength, by the last edition of Bet's Insurance Guide, published .by Alfred.--___ M. Best Company,- Inc-.-, 75-- Fulton Street, New York, - New York. OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. shall furnish Certificates of Insurance to the CITY prior to commencing any operations under this Contract, which Certificates shall clearly _ indicate that the Contractor has obtained insurance, in the types, amount, and classifications, in strict compliance with this Article. AWARD OF AGREEMENT: The OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. warrants that it has not employed or retained any person -7- 85-33q � t ^ t �r employed by the CITY to_ solicit -or. secure _ this ..Agreement and that it —has not offered-.to::payr;upaid; zat. agreed•: to-4nuK •u: 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. 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 assigns. XII. INDEMNIFICATION% OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. shall indemnify and save the CITY harmless-rom_and against- any and all claims, liabilities, losses, and causes of action which may arise out of the OVERTOWN ECONOMIC DEVELOPMENT_ CORPORATION, INC's• activities under this Agreement, including all oti:9r. acts . or .omissions -to-.act on the part of the OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC., including any person acting for or. _ on its behalf,. and, . from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorney's fees, expenses and liabilities incurred- in the -defense of any - such claims, or in the investigation thereof. - XIII. CONFLICT OF INTEREST: OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida -e- 85-339- /K, ( Dade County Code Sactien:..Ze-ll:fh) , -the :•State. of- Florida and - _ the federal _:�o�ne�rnmesrt�: and :.agrees--:thas:it :-wi.��--fahLy.- comply in all respects with the terms of said laws: XIV . '= AUDIT RIGHTS: The CITY reserves the right- to audit the records--- -of v OVERTOWN ECONOMIC: DEVELOPMENT CORPORATION, '-INC: -at -any time during the performance of this.. Agreement. and. for -a_ period of three years after fin 1- payment ---is- -made -under this- - Agreement. XV . TERMINATION OF CONTRACT: The CITY retains the right -to terminate -thiis- Agreement- at------ - any time prior -to- the completion of the -services required pursuant to paragraph III hereof without penalty to the CITY. In that event, -notice of termination. -of- this - Agreement shall be in writing to OVERTOWN ECONOMIC DEVELOPMENT CORPORATION INC., 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 the City pay OVERTOVM ECONOMIC DEVELOPMENT' ORPORATIO\, --INC. an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and OVERTOWN ECONOMIC -DEVELOPMENT CORPORATION INC. that any payment made in accordance with this Section to OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC:-shall be made only if said OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. is not in default under the terms of this Agreement. If OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. is in default, then the CITY shall in no way be obligated and shall not pay to OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. any sum whatsoever. SS-339 -9- u .�......._.6 ..0 - —.v... - - .,a.,..,._ _ ' .was., - ; .-•.. a.v 2=: XV I . NONDISCRIMINATIONs_ OVERTOWN ECONOMIC.DEVELOPMENA CORPORATION, INC. agrees that it shall. not -discriminate -,as._to_ race♦_ sex_ color, creed, or national origin in connection with its performance under this Agreement. XVII. OWNERSHIP OF DOCUMENTS:. All documents developed by... the. OVERTOWN ECONOMIC DEVELOPMENT CORPORAT-ION:, INC.- • under • this - Agre.ementr shall -.be. - delivered to the CITY by . said. OVERTOWN ECONOMIC. DEVELOPMENT..._ _. . CORPORATION, - INC. upon completion• of- the --services -required pursuant to paragraph III hereof, -and shall become the property -of the CITY; - without restriction: or- -limitation: on:._ its use. OVERTO;411 :ECONOMIC DEVELOPMENT_ CORPORA.TLGN,--INC..-. agrees that all documents maintained and -.generated pursuant - to this contractual relationship between :the CITY and OVERTOWN ECONOMIC DEVELOPMENT_ CORPORATION., I.NC. shall he subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any information, writings, maps., contract.... documents,. - reports or any other matter whatsoever which is given by the CITY to OVERTOWN ECONOMIC DEVELOPMENT.CORPORATION,.INC. . _ .. pursuant to this Agreement shall. at all times. remai-n the property of the CITY and shall. not be used .by OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. for any other purposes whatsoever without the written consent of the CITY. XVIII. INDEPENDENT CONTRACTORS% OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. and its employees and agents shall be deemed to be independent r r; contractors, and not agents or employees of the CITY, and shall not attain any rights -or benefits• under the Civil Service or Pension Ordinances of the CITY, or any rights generally afforded classified or unclassified employees; further, it shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of the CITY. XIX. MINORITY PROCUREMENT COMPLIANCE* OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. acknowledges that it has been furnished a copy of Ordinance No. 9775, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. XX. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for 1 program activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. XXI. DEFAULT PROVISION: In the event that OVERTGWN ECONOMIC -DEVELOPMENT CORPORATION, INC. shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then the CITY, at its sole option, upon written notice to OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. 'may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. by the CITY while OVERTOWN ECONOMIC pf. }.. 85-a: • � -I1- r ki DEVELOPMENT CORPORATION, INC. was in default of the provisions herein contained, shall be forthwith returned to • the CITY. XXII. 19 AMENDMENTS: No amendments to this Agreements shall be binding on either party unless in writing and signed by both parties. XXIII. SIGNATORIES: The legal representative(s) of this Agreement for OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INC. shall be the President and Vice President of the Board of Directors or any other person the Board designates by resolution. Said resolution will be attached and made a part of this Agreement. 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; CITY OF MIAMI, a Municipal Corporation of the State of Florida By. Ralph G. Ongie Randolph B. Rosencrantz City Clerk City Manager ATTEST: - GRANTEE: OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, INS. By Corporate Secretary Joseph Wilson, Executive Director APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: Division of Lucia Allen Dougherty Risk Management City Attorney -12- 85-33'k,