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HomeMy WebLinkAboutCRA 2019-005-007 Interlocal Agreement RESOLUTION NO. CRA 2019-005-007 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI GARDENS, FLORIDA, APPROVING THE INTERLOCAL SERVICE AGREEMENT BETWEEN THE MIAMI GARDENS COMMUNITY REDEVELOPMENT AGENCY (CRA) AND THE CITY OF MIAMI GARDENS; AND AUTHORIZING THE CHAIRPERSON OF THE CRA AND THE CLERK OF THE BOARD TO EXECUTE AND ATTEST RESPECTIVELY, THAT CERTAIN AGREEMENT BETWEEN THE MIAMI GARDENS COMMUNITY REDEVELOPMENT AGENCY AND THE CITY OF MIAMI GARDENS; A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT "A", PROVIDING FOR ADOPTION OF REPRESENTATIONS; PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 24, 2018, pursuant to Resolution No. 2018-163-3577 duly adopted by the City Council (the "Council") of the City of Miami Gardens, Florida (the "City"), the Council created a "Community Redevelopment Agency" known as the Miami Gardens NW 27th Avenue Community Redevelopment Agency (the "CRA") with the authority to transact business and exercise powers under and pursuant to the Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes, as amended (together with other applicable provisions of law, the "Act"), and WHEREAS, on September 12, 2018, pursuant to Resolution No. 2018-144-3558 duly adopted by the Council, the Council ordained that the members of the Council should sit as the CRA Board, and WHEREAS, all the requirements of law have been complied with in the adoption of a redevelopment plan known as Miami Gardens Community Redevelopment Area Plan adopted by the City on October 24, 2018, and the creation and funding of a Redevelopment Trust Fund by the City in accordance with the Act, and WHEREAS, the CRA desires to engage the City to assist it in implementing and furthering the Redevelopment Plan by providing or causing to be provided certain redevelopment services and public improvements in the City of Miami Gardens CRA, and WHEREAS, this proposed Interlocal Service Agreement outlines the Miami Gardens Community Redevelopment Agency's (CRA) desire to engage the City of Miami Gardens' professional staff to assist with the implementation of the approved Redevelopment Plan, and WHEREAS, following this CRA Board approval, the agreement will be considered for approval by the City Council, and NOW THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI GARDENS, AS FOLLOWS: Section 1 . ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. Section 2. AUTHORIZATION: The City of Miami Gardens Community Redevelopment Agency hereby approves the Interlocal Service Agreement between the Miami Gardens Community Redevelopment Agency (CRA) and the City of Miami Gardens; and Authorizes the Chairperson of the CRA and the Clerk of the Board to execute and attest respectively, that certain Agreement between the Miami Gardens Community Redevelopment Agency and the City of Miami Gardens; a copy of which is attached hereto as Exhibit "A". Section 3. EFFECTIVE DATE: This Resolution shall take effect immediately upon its final passage. Page 2of3 Resolution No CRA 2019-005-007 PASSED AND ADOPTED BY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON DECEMBER 11, 2019. l � ( OLIVER GILBERT, III, CHAIRPERSON ATTEST: I r� , - - b MARIO'BATAILLE, BOARD LERK PREPARED BY: SONJA KNIGHTON DICKENS, ESQ. SPONSORED yy�� BY: CAMERON D. BENSON, Moved by: Afi'/0R Seconded by: Lot-4tig LmAo W z aj:Aw5 VOTE: 13 - y Chairperson Oliver Gilbert, III (Yes) (No) Vice Chairperson Rodney Harris y (Yes) (No) Board Member Katrina Wilson X (Yes) (No) Board Member Erhabor Ighodaro, Ph.D. (Yes) (No) Board Member Lillie Q. Odom x (Yes) (No) Board Member Reggie Leon X (Yes) (No) Board Member David Williams Jr x (Yes) (No) Page 3 of 3 Resolution No.CRA 2019-005-007 INTERLOCAL SERVICE AGREEMENT This Agreement,effective the day of 2019, is made and entered into by and between the City of Miami Gardens, Florida, a municipal corporation (hereafter referred to as "CITY" or "the City" and the Miami Gardens Community Redevelopment Agency, a body politic and corporate of the State of Florida and a community redevelopment agency created pursuant to Chapter 163,Part III, Florida Statutes, (hereinafter referred to as "CRA'). WHEREAS, on October 24, 2018, pursuant to Resolution No. 2018-163-3577 duly adopted by the City Council (the "Council")of the City of Miami Gardens, Florida (the "City"), the Council created a "Community Redevelopment Agency" known as the Miami Gardens NW 27`h Avenue Community Redevelopment Agency (the "CRA') with the authority to transact business and exercise powers under and pursuant to the Florida Community Redevelopment Act, Chapter 163,Part III, Florida Statutes, as amended (together with other applicable provisions of law, the "Act"); and WHEREAS, on September 12, 2018, pursuant to Resolution No. 2018-144-3558 duly adopted by the Council, the Council ordained that the members of the Council should sit as the CRA Board; and WHEREAS, all the requirements of law have been complied with in the adoption of a redevelopment plan known as Miami Gardens Community Redevelopment Area Plan adopted by the City on October 24,2018, and the creation and funding of a Redevelopment Trust Fund by the City in accordance with the Act; and WHEREAS, the CITY and the CRA are interested in maintaining and revitalizing the CRA areas as visibly attractive,economically viable, and socially desirable areas of the CITY; and WHEREAS, under the Redevelopment Act, the CRA may contract with such other persons public or private, as it deems necessary and appropriate for it to carry out its duties and responsibilities, and WHEREAS, the CITY has professional staff'employed by CITY; and WHEREAS, the CRA desires to engage the CITY to assist it in implementing and furthering the Redevelopment Plan by providing or causing to be provided certain redevelopment services and public improvements in the CITY of Miami Gardens CRA; and WHEREAS, CITY staff time and expertise in various matters, including administration, personnel, engineering, building, code enforcement, planning & zoning, fmance, law, procurement, community policing, information technology, and public works, and other expertise that can be beneficially utilized in the planning and implementation of the Plan; and WHEREAS, the CITY is willing to make available to the CRA, in accordance with the terms and conditions set forth in this Agreement, professional staff and administrative support; NOW THEREFOR, in consideration of the mutual promises and conditions contained in this Agreement and other good and valuable consideration, the receipt of which is acknowledged,CITY and CRA agree as follows: ARTICLE 1 PREAMBLE In order to establish the background, context and frame of reference for this Agreement and to generally express the objective and intentions of the respective parties herein, the following statement, representations and explanation shall be accepted as predicates for the undertakings and commitments included within the provisions which follow and may be relied upon by the parties as essential elements of the mutual considerations upon which this Agreement is based. Recitals. That each WHEREAS clause set forth above is true and correct and herein incorporated by this reference. ARTICLE 2 SERVICES The CITY agrees to perform the following functions and duties in accordance with established procedures or in the absence of same, as provided by the CITY in the conduct of its own affairs. 2.1 The CITY shall provide financial services which shall include,but not be limited to, management of CRA fiscal accounts, investment of CRA assets,payroll, accounting, monthly and annual reporting, federal income and social security tax reporting,sales tax reporting,if any, and other fiscal needs in accordance with City Policies and Procedures related thereto. The City of Miami Gardens Director of Finance shall act as the CRA Treasurer. 2.2 The CITY shall, when requested by the CRA, provide personnel services which shall include, but not be limited to, staff recruitment, record retention with respect to personnel actions, labor relations, and such other personnel services as may be needed. 2.3 The CITY shall provide legal services to advise the CRA and to assist in the implementation of the Plan. 2.4 The CRA will be permitted to utilize the services of the CITY's procurement staff with respect to purchasing services and goods necessary for the operation of CRA activities. 2.5 The CITY will provide the services of the City Clerk, records and archives, public relations, IT and other administrative services as appropriate and needed. 2.6 The CITY shall provide the CRA the services of the Public Works Department with respect to: environmental services, design and engineering, and facilities and streets maintenance as necessary for the operation of CRA activities. 2.7 The CITY shall provide p u b l i c s a fe t y a n d community policing services within the CRA as well as services for special events held within the CRA. 2.8 The CITY may make available public officials liability insurance and other forms of issuance deemed necessary by the CITY. Said issuance is to be determined at the sole discretion of the CITY. 2.9 The CRA may request the CITY to provide other special services on occasion not initially set forth in this Agreement, subject to the CITY's agreeing to do so. 2.10 Performance. The Services shall be provided by the CITY to the CRA in a businesslike and professional manner, and otherwise on the same basis as such personnel provide their services to the CITY. The CITY shall remain responsible for all administrative, financial and legal matters relative to the personnel who provide the Services to the CRA. Without limiting the foregoing,the CITY shall remain responsible for payment of salary and provision of benefits to the personnel as well as all obligations of the City as the employer of the personnel such as payment of the employer share of Social Security (FICA and MICA) benefits; it being understood and agreed that the sole responsibility of the CRA with respect to such personnel is to provide payment to the CITY for the Services as set forth in Article 3. The CITY agrees that the Services shall be provided by City employees and not by third party contractors or consultants unless specifically agreed to otherwise in writing by the Parties. 2.11 Supervision. All personnel providing the Services shall be supervised by the CITY and not by the CRA. All communications regarding the performance or non-performance of the personnel providing the Services shall be made by and between the CRA Executive Director and the City Manager or their designees,unless specifically agreed to otherwise in writing by the Parties. ARTICLE 3 METHOD OF REIMBRUSMENT AND COMPENSATION 3.1 Reimbursement to CITY. In consideration of providing the services described in Article 2 hereof by the CITY, the CRA will compensate the CITY, to the extent funds of the CRA are budgeted and available and eligible for payment in accordance with Section 163.387(6), Florida Statutes, from the CRA Trust Fund as consideration for services provided to the CRA by the CITY, and during each fiscal year thereafter unless and until modified under this Agreement. CRA will compensate CITY the annual amount equal to 2.5%of the revenue generated by the CRA, prorated from the effective date of this Agreement. The CRA's payment obligations under this Agreement constitute an obligation to pay and indebtedness in accordance with the Act. 3.2 Method Payment. The parties agree that the CRA's obligation to compensate the CITY pursuant to Sections 2.1 through 2.11 herein above shall be made to CITY in accordance with the CRA approved budget. It is recognized and acknowledged that full compensation to the CITY by the CRA, may during the term of this Agreement be waived, reduced, deferred or a combination thereof. Provided,however, any outstanding payment obligation not waived shall be budgeted by the CRA and made available to the CITY prior to the termination of the trust fund as provided in Chapter 163 of the Florida Statutes. 3.3 Annual Statement and Payment. Each year, the CITY shall prepare and present to the CRA an annual statement in time for the preparation and submission of the CRA annual budget. The annual statement shall reflect current year anticipated costs and all unpaid obligations from prior periods.Any amounts contained in the approved CRA budget for payment to CITY shall be paid by the CRA prior to September 30th of each fiscal year. 3.4 Adjustment of Payment Amounts. Ifeither parry desires to review the amount to be paid under Section 3.1 of this Agreement, for any reason, the party should notify the other party no later than June tst of the year prior to the year the proposed adjustment would go into effect. If such notice is given, the parties shall meet as reasonably necessary to address the issues of the party proposing the adjustment. ARTICLE 4 INSURANCE & INDEMNITY 4.1 Insurance. The Parties acknowledge and agree that the CITY is self-insured for general liability. CITY shall provide or cause to be provided (a)worker's compensation insurance as may be required by law and (b) errors and omissions insurance covering City employees for acts and omissions in connection with the provision of services to the HBCRA in coverage amounts obtained by the CITY from time to time in accordance with is standard risk management policies and procedures. The cost of this insurance is to be paid by the CITY.Upon execution ofthis Agreement, the CITY shall provide or cause to be provided to the HBCRA certificates of insurance evidencing the required coverage and naming the HBCRA as an additional insured provided such is available from the insurance carrier. 4.2 Indemnity. Subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, each party agrees to indemnify and hold harmless the other party and their respective council members, board members and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the gross negligence, recklessness, or intentional wrongful misconduct of the party from whom indemnification is sought and persons employed or utilized by the party from whom indemnification is sought including, but not limited to, employees providing the Services, if applicable. ARTICLE 5 MISCELLANEOUS 5.1 Continued Cooperation-Financial and Administrative. This Agreement assumes the close coordination and cooperation between the CRA and essential CITY staff and CITY functions particularly regarding financial administration, reporting, and auditing; and administration and implement of the Plan and capital projects. 5.2 Continued Cooperation-Capital Improvements and Public Works. This Agreement assumes the close coordination and cooperation between the CRA and essential CITY staff, including a regular reporting system by CITY staff regarding their work on CRA projects and activities. 5.3 Continued Cooperation-Police Department. This Agreement assumes the close coordination and cooperation between the CRA and essential CITY staff, including a quarterly meeting between essential CITY and CRA staff for review of services provided by the Police Department, particularly as it relates to community policing. 5.4 The above cooperation and coordination efforts are subject to modification at the request of the CRA as depending on the level of activity in any discipline. 5.5 Amendment. The terms,covenants, conditions and provisions of this Agreement cannot be altered, changed, modified or added to, except in writing signed by the CITY and the HBCRA and approved by the HBCRA Board and the City Council. 5.6 Third Party Beneficiaries. Neither of the Parties intend to directly o r substantially benefit any third party by this Agreement. Therefore, Parties agree that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. 5.7 Construction. Both Parties have substantially contributed to the drafting and negotiation of this Agreement and this Agreement shall not, solely as a matter of judicial construction,be construed more severely against one of the Parties than the other. 5.8 Governing Law. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida.Venue for litigation concerning this Agreement shall be in Miami-Dade County, Florida. 5.9 Invalid' . If any term or provision of this Agreement, or the application thereof to any person or circumstance is determined to be invalid or unenforceable,then to the extent that the invalidity or unenforceabi lity thereof does not deprive a Party of a material benefit afforded by this Agreement, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable,will not be affected thereby, and each term and provision of this Agreement will be valid and will be enforced to the full extent permitted by law. 5.10 Waiver. No express or implied consent or waiver by a Party to or of any breach or dealt by the other Party in the performance by such other Party of its obligations under this Agreement will be deemed or construed to be a consent or waiver to or of any other breach or dealt in the performance by such other Party of the same or any other obligations of such other Party hereunder. Failure by a Party to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of how long such failure continues will not constitute a waiver by such Party of it rights hereunder. The giving of consent by a Party in any one instance will not limit or waive the necessity to obtain such Party's consent in any future instance. 5.11 Assignment. Neither this Agreement, or any interest herein, shall be assigned, transferred or otherwise encumbered by the HBCRA or the CITY without the prior written consent of the other Party. 5.12 Notice. Whenever any party desires or is required by this Agreement to give notice to the other party, it must be in writing and given by hand, sent by certified mail, with return receipt requested, or sent by a recognized overnight courier (e.g., Federal Express)addressed to the party for whom it is intended, at the address specified for notice by the Parties from time to time. Notice may also be given by electronic means (e.g., facsimile or email) provided such is followed up with a hard copy by one of the methods inthe previous sentence. 5.13 Entire Agreement. No statements, representations, warranties, either written or oral, from whatever source arising, except as expressly stated in this Agreement, shall have any legal validity between the parties or be binding upon any of them. The Parties acknowledge that this Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof. 5.14 PrevailingP_ arties. If either Party is required to engage in litigation against any other Party hereto, either as plaintiff or as defendant, in order to enforce or defend any of its or his rights under this Agreement, and such litigation results in a final judgment in favor of such Party ("Prevailing Party"), then the Party against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred by the Prevailing Party in so enforcing or defending its or his rights hereunder including,but not limited to, all attorney's fees and court costs and other expenses incurred throughout all negotiations,trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder including any proceedings to enforce this provision. 5.15 Term and Termination. This Agreement shall take effect on the 111' day of December, 2019. This Agreement shall continue in effect as long as the CRA remains in existence. This Agreement may be terminated by CITY or the CRA upon at least thirty (30) days advance written notice to the other party. After termination of the Agreement,the CITY shall transfer to the CRA copies of any documents,data, and information requested by the CRA relating to the services accomplished herein.Regardless of the termination of this Agreement,the CRA shall pay to the CITY any outstanding statements or statements for costs incurred but not billed as of the termination date. 5.16 Records. CITY and CRA shall keep records and accounts which shall be available at all reasonable times for examination and audit by CRA and shall be kept for a period of three (3)years after the completion of all work to be performed pursuant to this Agreement. 5.17 Sovereign Immunity. Nothing in this Agreement shall be deemed to affect the rights, privileges and immunities of the CITY and CRA as set forth in Section 768.28,Florida Statutes. 5.18 Independent Contractor. The CITY is an independent contractor under this Agreement. Personal services provided by the CITY shall be by employees of the CITY and subject to supervision by the CITY, and not as officers, employees, or agents of the CRA. Personnel policies, tax responsibilities, social security, health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CITY. 5.19 Assignments and Amendments. This Agreement or any interest herein, shall not be assigned, transferred or otherwise encumbered,under any circumstances, by CRA or CITY, without the prior written consent of the other party. It is further agreed that no modification, amendment or alteration in the terms of conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 5.20 Notice. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by registered United State mail, with return receipt requested, or by hand-delivery with a written receipt of delivery, addressed to the party for whom it is intended and the remaining party, at the place last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this Article. For the present, the parties designate the following as the respective places for giving of notice: CITY: City Manager City of Miami Gardens 18605 NW 27 Avenue Miami Gardens, FL 33056 With a copy to: City Attorney City of Miami Gardens 18605 NW 27 Avenue Miami Gardens, FL 33056 CRA: Executive Director, Miami Gardens Community Redevelopment Agency 18605 NW 27 Avenue Miami Gardens, FL 33056 With a copy to: City Attorney Cityof Miami Gardens 18605 NW 27 Avenue Miami Gardens, FL 33056 5.21 Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions obtained in this Agreement. 5.22 Severability. If any provision of this Agreement or the application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to the persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be effected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 5.23 Governing Law. This Agreement shall be governed by the law of the State of Florida with venue lying in Miami-Dade County. 5.24 Entire Agreement. This Agreement embodies the entire agreement between the parties. It may not be modified or terminated except as provided herein. It is further understood and agreed that this document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understanding applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of that Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements, whether oral or written. IN WITNESS THEREOF,the Parties have caused the Agreement to be executed as of the day and year first written above. CITY OF MIAMI GARDENS Oliver Gilbert,Mayor Cameron D.Benson,City Manager ATTEST: Approved as to form and legal sufficiency: Mario Bataille,City Clerk Sonja K.Dickens,City Attorney CITY OF MIAMI GARDENS COMMUNITY REDEVELOPMENT AGENCY Oliver Gilbert,Chairman