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HomeMy WebLinkAbout23386AGREEMENT INFORMATION AGREEMENT NUMBER 23386 NAME/TYPE OF AGREEMENT SEOPW CRA & BRANDANO DISPLAYS, INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/INSTALLATION & MAINTENANE OF TREE LIGHTING/FILE ID: 8887/CRA-R-21- 0007 EFFECTIVE DATE February 1, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/7/2021 DATE RECEIVED FROM ISSUING DEPT. 6/11/2021 NOTE (2355(0 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into as of the I ' day of , 20 1 ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELQPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, ("CRA"), and BRANDANO DISPLAYS, INC., a Florida Corporation ("Provider"). RECITALS A. WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West Community Updated Redevelopment Plan, as amended and restated (the "Updated Plan"); and B. WHEREAS, Section 2, Goal 6 on page 10 of the 2018 Southeast Overtown/Park West Community Redevelopment Agency Updated Plan (the "Updated Plan") lists "improv[ing] the quality of life for residents" as a stated redevelopment goal; and C. WHEREAS, Section 2, Principle 5, on page 13 of the Updated Plan provides that "[w]alking within the neighborhood must be accessible, safe. and pleasant" as a stated redevelopment principle; and D. WHEREAS, on June 27, 2019, the SEOPW CRA Board of Commissioners adopted the Historic Overtown Culture and Entertainment District Master Plan, (the "Master Plan"), pursuant to CRA Resolution: CRA-R-19-0017; and E. WHEREAS, NW 2"d Avenue: 8'1' Street to NW 11 r1' Street; NW 3rd Avenue: NW 8`1' Street to NW 11 `1' Street; and NW 9`1' Street: NW 2"d Avenue to NW 3rd Avenue, (the "Service Location"), are located within the Historic Overtown Culture and Entertainment District; and F. WHEREAS, tree lighting installation and ongoing maintenance is required in the Service Location, (the "Services"): and G. WHEREAS, the Services are consistent with implementing this Master Plan; and H. WHEREAS, on April 15, 2021, the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA"), in Resolution No. CRA- R-21-0007, attached as Exhibit "A", authorized an expenditure of funds in an amount not to exceed Eighty Thousand Four Hundred Ten Dollars and Fifty Cents ($80,410.50) for thirty-six (36) months, and further authorized the Executive Director to execute all necessary documents for this purpose; and I. WHEREAS, Provider wishes to perform the Services and the CRA wishes. to- engage the services of Provider on the terms and conditions set forth herein; 1 NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and CRA agree as follows: TERMS 1. RECITALS. The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM. The term of this Agreement shall commence on the Effective Date written above and shall continue for three (3) years commencing on the Effective Date. 3. SCOPE OF SERVICES. a. Provider agrees to provide the services specifically set forth in Exhibit "B" attached hereto and incorporated herein. b. Provider represents and warrants to the CRA that: (i) it possesses all qualifications, licenses, and expertise required for the performance of the services in connection with the Services; (ii) it is not delinquent in the payment of any sums due to the CRA or the City of Miami, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the CRA or the City of Miami; (iii) all personnel assigned to perform Services are, and shall be, at all times during the term hereof, fully qualified, licensed, and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Exhibit "B". c. Provider agrees that it will not retain the services of additional subcontractors without obtaining the approval of the CRA which may be withheld in CRA's sole discretion. Notwithstanding CRA's approval rights hereunder, Provider acknowledges and covenants that it shall be responsible for all services performed by its subcontractors to the same extent as if Provider had provided said services. 4. COMPENSATION. a. Provider's Fee Schedule. The amount of compensation payable by the CRA to Provider shall be based on the schedule described in Exhibit `B" attached hereto and incorporated herein; provided, however, that in no event shall the total amount of compensation, paid to Provider for the Services Eighty Thousand Four Hundred Ten Dollars and Fifty Cents ($80,410.50). b. Method of Payment. All payments due hereunder shall be made within thirty (30) days after receipt of Provider's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the CRA require one to be performed. Failure by Provider to comply with this Section may cause a delay in payment by the CRA. 2 5. TIME FOR COMPLETION. The Provider agrees to complete the Services in accordance with Exhibit `B". Any specific task related service described in Exhibit `B" shall commence within seven (7) days of written to notice by the CRA to the Provider. 6. AUDIT RIGHTS. The CRA may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the CRA to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 7. AWARD OF AGREEMENT. Provider represents and warrants to the CRA that it has not employed or retained any person or company employed by the CRA to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon, or in connection with, the award of this Agreement. 8. OWNERSHIP OF DOCUMENTS. Provider understands and agrees that any rendering, information, document, report, or any other material whatsoever which is given by the CRA to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the CRA. Provider agrees not to use any such rendering, information, document, report, or material for any other purpose whatsoever without the written consent of CRA, which may be withheld or conditioned by the CRA in its sole discretion. 9. PUBLIC RECORDS. a. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CRA contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the CRA. b. Provider shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the CRA to perform this service; (2) provide the public with access to public records on the same terms and conditions as the CRA would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the CRA all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and (5) provide all electronically stored public records that must be provided to the CRA in a format compatible with the CRA's information technology systems. Notwithstanding the foregoing, Provider shall be 3 permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. c. Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider shall do so at its own expense and at no cost to the CRA. IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-679-6800, smanrique@miamigov.com, or 819 NW 2nd Avenue, 3rd Floor, Miami, Florida 33136). 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. CRA and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as may be amended from time to time. 11. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by CRA, Provider may only seek specific performance of this Agreement and any recovery shall be limited to the amount set forth in Sections 4(a) and 4(b) of this Agreement. In no event shall CRA be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages, or attorney's fees. 12. LIMITATION OF LIABILITY. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the CRA shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 13. INDEMNIFICATION. Provider shall indemnify, defend, and hold harmless the CRA and the City of Miami, its officials, employees, and agents (collectively referred to as "Indemnities") from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), causes of action, or liabilities (collectively referred to as "Liabilities") arising out of, resulting from, or in connection with: (i) the performance or non-performance contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default, or negligence (whether active or passive) of Provider or its employees, agents, or subcontractors (collectively referred to as "Provider"); (ii) the failure of Provider to comply with any of the paragraphs here; (iii) the failure of Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement; or (iv) the defense of any such claim or in the investigation thereof. Provider expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which Provider's liability to such employee or former employee would otherwise be limited to payment under state Workers' Compensation or similar laws. 4 12. INSURANCE. Provider shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the CRA and the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of Services under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the CRA. Completed Certificates of Insurance shall be filed with the CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request by CRA file duplicate copies of the policies of such insurance with the CRA. If, in the reasonable judgment of CRA, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, CRA reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, CRA shall pay Provider compensation for services rendered, and expenses incurred, prior to the date of termination but shall not be liable to Provider for any additional compensation, or for any consequential or incidental damages. 13. DEFAULT. If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder, CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, or other compensation paid by CRA to Provider while Provider was in default shall be immediately returned to CRA. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to CRA for all expenses incurred by CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by CRA in the re -procurement of Services, including consequential and incidental damages. 14. DISPUTES. Provider understands and agrees that all disputes between Provider and CRA based upon an alleged violation of the terms of this Agreement by CRA shall be submitted to CRA's Executive Director for resolution, prior to Provider being entitled to seek judicial relief in connection therewith. 15. CRA'S TERMINATION RIGHTS. a. The CRA shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) calendar days prior to 5 the effective date of such termination. In such event, the CRA shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. Such payment shall be determined on the basis of the hours or the percentage of the total work performed by Provider up to the time of termination certified in accordance with the provisions of this Agreement. In the event partial payment has been made for professional services not performed, Provider shall return such sums to CRA within ten (10) days after receipt of written notice that said sums are due. In no event, shall CRA be liable to Provider for any additional compensation, other than that provided herein, nor for any consequential or incidental damages. b. CRA may terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, CRA shall not be obligated to pay any amounts to Provider, and Provider shall reimburse to CRA all amounts received while Provider was in default under this Agreement. 16. FORUM. In case of any controversy or dispute arising out of this Agreement, both parties agree and accept to be subject to the jurisdiction and competence of the Administrative Authorities and Courts in Miami -Dade County Florida as the exclusive forum for such controversy or disputes forsaking any other jurisdiction which either party may otherwise be entitled to claim. 17. NON-DISCRIMINATION. Provider represents and warrants to CRA that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 18. CONFLICT OF INTEREST. a. Provider is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. b. Provider covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with CRA. Provider further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Provider, its employees or associated persons, or entities must be disclosed in writing to CRA. c. Provider shall decline proffered employment by another client(s) if the exercise of Provider's independent professional judgment on behalf of CRA, on any matter directly related to Services, will be or is likely to be adversely affected by the acceptance of such proffered employment; provided, however, that Provider may represent a client(s) with an interest adverse 6 to CRA if the subject matter of such representation is not related to Services described in this Agreement and if CRA waives any conflict or alleged conflict with respect to such representation. Should Provider request CRA's waiver of any conflict of interest, Provider shall provide CRA, in writing, all information pertaining to such potential conflict for CRA's evaluation. d. Provider shall not delegate the substantive obligations to be undertaken hereunder to any person or entity who exercises any functions or responsibilities on his/her personal behalf or on behalf of any other client(s) if the subject matter of such representation is related to Services and if such representation will or is likely to compete with the interests of CRA, or adversely affect the interests of CRA and the obligations undertaken by Provider hereunder. 19. ASSIGNMENT. This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of CRA, which may be withheld or conditioned, in CRA's sole discretion. 20. NOTICES. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. To Provider: Brandano Displays, Inc. 1473 Banks Road, Margate, FL 33063 Attn: John D. Brandano, President To CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Attn: Cornelius Shiver, Executive Director With copy to: Anna -Bo Emmanuel, Esq., Chief Legal Counsel With copy to: Brian Zeltsman, Director of Architecture & Development 21. CHOICE OF LAW. This Agreement shall be construed and enforced according to the laws of the State of Florida. 22. CAPTIONS. The captions or headings of the Sections and other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. 23. WAIVER. 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 effective unless made in writing. 7 24. SEVERABILITY. Should any provision, paragraph, sentence, word, or phrase 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 provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, 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 or limitation of its use. 25. CONSTRUCTION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 26. THIRD -PARTY BENEFICIARY. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to make any such third party a beneficiary of this Agreement, or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 27. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 28. INDEPENDENT CONTRACTOR. Provider has been procured and is being engaged to provide services to CRA as an independent contractor, and not as an agent or employee of CRA. Accordingly, CRA shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any rights generally afforded its classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of CRA are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering Services to CRA under this Agreement. 29. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds, and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, or change in regulations. 30. MERGER. This Agreement and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set 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. 31. AMENDMENT AND RESCISSION. This Agreement shall not be modified or rescinded except by written instrument setting forth such modification or rescission signed by all parties hereto. 8 32. FORCE MAJEURE. a. "Force Majeure" shall mean an act of God, epidemic, lightning, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade, insurrection, riot, civil disturbance or similar occurrence, which has a material effect or adverse impact on the performance of this Agreement, and which cannot be avoided despite the exercise of due diligence. The term "Force Majeure" DOES NOT INCLUDE inclement weather (except as noted above) or the acts or omissions of subconsultants/subcontractors, third -party consultants/contractors, materialmen, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above. b. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations, but the obligation of the party or parties relying on such Force Majeure shall be suspended only during the continuance of any inability so caused and for no longer period of said unexpected or uncontrollable event, and such cause shall, so far as possible, be remedied with all reasonable dispatch. c. It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of Force Majeure shall be conditioned upon such party giving, to the other party or parties, written notice of its assertion that a Force Majeure delay has occurred as soon as practicable after the occurrence but not later than ten (10) working days after the occurrence, unless there exists good cause for failure to give such notice, in which event, failure to give such notice shall not prejudice any party's right to justify any non-performance as caused by Force Majeure unless the failure to give timely notice causes material prejudice to the other party or parties. 33. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 34. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] 9 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. WITNESSES: BRANDANO DISPLAYS, INC. a Florida Corporation, ("Provider") �OGI`I X-Gzrn!'' a By: Tt resa Wood (Jun 2, 202111:32 EDT) By: John Brandano (Jun 1, 2021 13:52 EDT) John D. Brandano, Print: Theresa Wood President By: Jacqueline Koonin (Jun 2, 202112:32 EDT) Print: Jacqueline Koonin ATTEST: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statute ("CRA") y: Cornelius S1i ver, Clerk of the Board Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Anna -Bo Emmanuel (Jun 2, 202112:42 EDT) APPROVED AS TO INSURANCE REQUIREMENTS: By: Fran Go ez (Jun 2, 2021 12:35 EDT) Anna -Bo Emmanuel, Esq. Anne Marie Sharpe, Chief Legal Counsel 10 Risk Management EXHIBIT "A" Resolution No. CRA-R-21-0007 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-21-0007 File Number: 8887 Final Action Date:4/15/2021 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A GRANT TO BRANDANO DISPLAYS, INC., IN AN AMOUNT NOT TO EXCEED $96,495.00, TO UNDERWRITE COSTS ASSOCIATED WITH THE INSTALLATION AND MAINTENANCE OF TREE LIGHTING WITHIN THE HISTORIC OVERTOWN CULTURE AND ENTERTAINMENT DISTRICT; FUNDS ALLOCATED FROM SEOPW - "OTHER GRANT AND AIDS" ACCOUNT 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out Community Redevelopment activities and projects within its redevelopment area in accordance with the 2018 Southeast Overtown/Park West Redevelopment Updated Plan (the "Updated Plan"); and WHEREAS, under Florida Statutes, Section 163.340(9) of the Community Redevelopment Act, (the "Act"), "community redevelopment means projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and WHEREAS, Section 2, Goal 6 on page 10 of the 2018 Southeast Overtown/Park West Community Redevelopment Agency Updated Plan (the "Updated Plan") lists "improv[ing] the quality of life for residents" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 5, on page 13 of the Updated Plan provides that "[w]alking within the neighborhood must be accessible, safe, and pleasant" as a stated redevelopment principle; and WHEREAS, on June 27, 2019, the SEOPW CRA Board of Commissioners adopted the Historic Overtown Culture and Entertainment District Master Plan. (the "Master Plan"), pursuant to CRA Resolution: CRA-R-19-0017; and WHEREAS, this tree lighting initiative is consistent with implementing this Master Plan; and WHEREAS, grant funding for this project will be used for tree lighting installation and maintenance in the following locations: NW 2nd Avenue: 8th Street to NW l l th Street; NW 3rd Avenue: NW 8th Street to l lth Street; NW 9th Street: NW 2nd Avenue to NW 3rd Avenue; and WHEREAS, the Board of Commissioners wishes to authorize the issuance of a grant to Brandano, in an amount not to exceed $96,495.00, to underwrite the costs associated with installing and maintaining "tree lighting" within the Historic Overtown Culture and Entertainment District; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA redevelopment goals and objectives. City of Miami Page 1 of 2 File ID: 8887 (Revision:) Printed On: 4/27/2021 File ID: 8887 Enactment Number: CRA-R-21-0007 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to Brandano Displays, Inc. in an amount not to exceed $96,495.00, to underwrite the costs associated with installing and maintaining "tree lighting" within the Historic Overtown Culture and Entertainment District. Section 3. purpose. The Executive Director is authorized to execute all documents necessary for said Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. $96,495.00 allocated from SEOPW — "Other Grant and Aids' Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Anna -Bo Emmanuel,hief Legal Counsel 4/9/2021 City of Miami Page 2 of 2 File ID: 8887 (Revision:) Printed on: 4/27/2021 EXHIBIT "B" Scope of Services Brandano Displays, Inc. Agreement # 208337 Addendum A February 5, 2020 Brian Zeltsman, RA Director of Architecture and Development SEOPW CRA 819 NW 2nd Avenue Miami, FL 33136 Re: Overtown CRA year-round lighting Dear Brian: I hope this letter finds you well. Patrick J. Brandano Managing Partner The purpose of this letter is to provide you with a design concept, product descriptions and pricing confirmation for year-round lighting through selected streets within the Overtown Business and Cultural district. Highlights of this proposal include the following: • Tree Lighting • Lighting for ornamental Poles • Full Service and Management Program for all lights and features. Proposed Concept, Plan and Approach For the Overtown Business and Cultural District we are using the following as key criteria for your design: • Provide an inviting visual presentation at all entrances • Create a well lighted streetscape encouraging pedestrian traffic • Enhance and bring attention to the improvements within the district • Blend a consistent theme representing cohesiveness between the Streets and Avenues • Provide a Spectacular Lighting experience at the pedestrian Mall • Nighttime Spectacle of light and design • Use of the most current and dramatic lighting technology 1473 Banks Road • Margate, Florida 33063 954.956.7266 • 800.777.6903 • Fax: 954.956.7256 • Ce11: 954.461.6598 patbrandano@brandano.com www.brandano.com Brandano Displays, Inc. Page 2 Maintenance is a key criteria for the design, all the Blachere Brand LED products are proven and manufactured for use in high traffic urban areas. All the elements are being used without complications in the South Florida market with proximity to the beach areas. This is a full -service agreement where Brandano Displays provides the lights, weekly service and removal at the end of the agreement. All pricing is predicated upon a 36-month agreement. Unfortunately, the customization of the components and year-round use of the lighting does not allow us an economically feasible opportunity to recover our investment over a single season. Location and Product Description NW 2nd Avenue: NW 8th Street to NW 11th Street East Side Plaza 919 building between (NW 10th) to 8th Street: • 12 Small Oaks - 200 lights each • 2 - 30' Date Palms - 1000 lights each Annual Cost: $4,272.78 East Side of Lyric Theater Courtyard (NW 9th) to 8th Street: • 14 oaks at Lyric Theater- 7 at 400 and 10 at 600 lights Annual Cost: $5,152.47 West Side of Street (Red Rooster), From NW 10th to NW 8th Street • 3 large Oak trees - 2000, 600 and 400 lights respectively • 1 Royal Palm - 1000 lights Annual Cost: $2,513.40 1473 Banks Road • Margate, Florida 33063 954.956.7266. 800.777.6903 • Fax: 954.956.7256 • Ce11: 954.461.6598 patbrandano@brandano.com www.brandano.corn Brandano Displays, Inc. Page 3 NW 3rd Avenue: NW 8th Street to NW 11th Street East Side of Avenue: • 16 Oak Trees at 800 lights each West side of street • 10 trees, 7 at 200 lights, 1 at 400 and 2at 800 lights Annual Cost: $10,179.27 NW 9th Street: NW 2nd Avenue to NW 3rd Avenue North Side of Street: • 12 Oak Trees, 7 at 1000 lights, 1 at 1200 and 1 at 1600 lights • Power needs to be provided on each of the 4 purple light poles South side of street • 8 trees, 7 at 1000 lights and 1 at 800 lights • Power needs to be provided on each of the 4 purple light poles Annual Cost: $11,058.96 Pricing Summary: The annual cost for the products and services described above is as follows: NW 2nd Avenue: NW 8th Street to NW 11th Street: NW 3rd Avenue: NW 8th Street to NW 11th Street: NW 9th Street: NW 2nd Avenue to NW 3rd Avenue: Total $ 11,938 $ 10,179 $ 11,058 $ 32,165 1473 Banks Road • Margate, Florida 33063 954.956.7266. 800.777.6903 • Fax: 954.956.7256 • Cell: 954.461.6598 patbrandano@brandano.com www.brandano.com Brandano Displays, Inc, Page 4 Terms: Brandano Displays will enter into a full -service agreement for a term of 36 months, Brandano will provide, install and maintain the tree lighting for that term as proposed in this document. Brandano will retain title to the lighting and support equipment such as power distribution and remove these items as well as the lights at the end of the agreement term. Proposed payment terms are as follows: • $16,082.50 Due at signing of agreement • $16,082.50 Due at completion of the lighting installation (March 15) • $16,082.50 Due March 1, 2021 • $16,082.50 Due September 1, 2021 • $16,082.50 Due March 1, 2022 • $ 8,041.25 Due September 1, 2022 • $ 8,041.25 Due March 1, 2023 ( when lights are removed from the trees) The schedule can vary to accommodate the City purchasing procedures, but this is boiler plate that most cities use. Please feel free to contact me anytime with questions at my cell; (954) 461-6598. Email patbrandano(a�brandano.com Have a great day! Very truly yours, Patrick J. Brandano 1473 Banks Road • Margate, Florida 33063 954.956.7266 • 800.777.6903 • Fax: 954.956.7256 • Ce11: 954.461.6598 patbrandano@brandano.com www.brandano.com Agreement No. 208337 Brandano Displays, Inc. 1473 Banks Road Margate, FL 33063 ("Brandano") Overtown CRA, Miami Service Agreement "Tree Lighting" Southeast Overtown/Park West Community Redevelopment District 819 NW 2nd Avenue Miami, FL 33136 (CRA) 1. Services Provided. Brandano will provide, install and maintain the Tree Lighting within the CRA District on as perattached Addendum A- Proposal letter Dated February 5, 2020. a. NW 2nd Avenue: 8th Street to NW 11 Street b. NW 3rd Avenue: NW8th Street to NW 1 1th Street c. NW 9th Street: NW 2nd Avenue to NW 3rd Avenue Services provided in this agreement can begin when the Agreement is signed, and the first payment is received. 2. Terms. The term of this Agreement is for 36 Months, March 1, 2020 through February 28, 2023 3. Payments. The CRA promises to pay Brandano the total sum of Ninety -Six Thousand Four Hundred Ninety -Five Dollars and No Cents ($96,495.00). This is exclusive of any applicable sales tax. At the time of this agreement the CRA is exempt by law regarding Sales Tax responsibility. However, if that exemption changes during the term of this agreement sales tax will be added to each payment. Lessee shall make payments according to the following schedule: o $16,082.50 o $16,082.50 o $16,082.50 o $16,082.50 o $16,082.50 o $ 8,041.25 o $ 8,041.25 Due at signing of agreement Due at completion of the lighting installation (March 15) Due March 1, 2021 Due September 1, 2021 Due March 1, 2022 Due September 1, 2022 Due March 1, 2023 (when lights are removed from the trees) 4. Assignment. Brandano hereunder may assign this'agreement and all rights of Brandano without Lessee's consent. 5. Warranty. Brandano warrants that the CRA shall quietly enjoy use of the lights and they shall be free from defects. Brandano hereby assigns to CRA all of its rights and interest in any warranties of the manufacturer of lights or supplies. Brandano shall in no event be liable for consequential damages arising out of defects in any purchased goods. 6. Indemnity. Except as otherwise provided for herein, CRA shall indemnify and hold Brandano harmless to CRA's employees, agent, or other persons for any and all liability, claims, loss Page 1 2020 Overtown/Park West Tree Lighting Service Agreement Agreement No. 208337 or expense arising out of the selection, possession, operation, control, use, of lights, provided such liability, loss or claim is not a result of any act or omission of Brandano. 7. Location. These; Tree Lights will be installed and in service within the district as of March 15, 2020 and will be maintained in the same location throughout the term of this agreement as per Addendum A. 8. Power. It is the responsibility of the CRA to provide adequate power to trees. 9. Ground Fault Interruption. There may be receptacles on city poles have GFI protection. These receptacles are necessary but are not necessarily compatible with tree lighting. After a rain or the sprinklers get the displays wet they trip. This is called a nuisance trip due to a collective loss of small amounts of current from all the sockets combined. Once the rain stops the lights will dry and the interrupter can be reset. However, the displays and lighting may go out during the rain period. 10. Site Preparation. Tree Trimming 11. Permits. CRA will obtain all necessary approvals from the city. 12. Storage. N/A 13. Hurricane Services. It will not be necessary to remove the Tree lighting for a named storm. Brandano will provide maintenance after the storm has passed. 14. Conflict of Applicable Law. If any provisions of this contract are contrary to, prohibited by, or deemed invalid under applicable laws or regulations of any jurisdiction in which it is sought to be enforced, then such provisions shall be deemed inapplicable and deemed omitted but shall not invalidate the remaining provisions hereof. 15. Default. In the event of a default in the payment of any sums due hereunder, or in the performance of any other covenant herein and Lessee fails to cure said default within three (3) days after written notice from Brandano; or if CRA becomes insolvent, or ceases to do business as a going concern; or makes an assignment for the benefit of creditors or any proceeding or petition under the Bankruptcy Act as amended is filed by or against Lessee, (including a proceeding for reorganization, arrangement or extension); then in any such event, Brandano, at its sole option, shall have the right to terminate this contract as to any and all items of Decorations and Brandano shall thereupon be entitled to recover from Lessee the excess, if any, of the amount of payments reserved in the Contract for the balance of the stated terms. 16. Termination. CRA may expand the quantity of products and services from year to year at the pricing structureprovided on Addendum A. Brandano may terminate its obligation to provide services to the CRA under this Agreement in the event CRA fails to pay Brandano in full any amount when due or otherwise breaches any term or condition of this Agreement. 17. Governing Laws. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida applicable to agreements made and to be performed entirely within such State, without regard to the conflict of law principles of such State. Page 2 2020 Overtown/Park West Tree Lighting Service Agreement Agreement No. 208337 22. Acceptance. This Agreement shall be effective upon its acceptance at Brandano's offices in the State Florida. Dated: By: Dated: Title: By: Title: Southeast Overtown/Park West Community Redevelopment District Page 3 2020 Overtown/Park West Tree Lighting Service Agreement EXHIBIT "C" Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE BRANDANO DISPLAYS, INC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured SEOPWCRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured SEOPWCRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.