Community Redevelopment Agency Board
Regular MeetingMiami Gardens, FL · December 11, 2019
Agenda
City of Miami Gardens
Community Redevelopment Agency
Board Agenda
December 11, 2019 at 6:45 PM
City Council: Staff:
Chair Oliver Gilbert City Manager Cameron Benson
Vice Chair Rodney Harris City Attorney Sonja K. Dickens, Esq.
Director Erhabor Ighodaro, Ph.D. City Clerk Mario Bataille, CMC
Board Member Lillie Q. Odom
Board Member Reggie Leon Contact:
Board Member David Williams Jr Council Chambers
Board Member Katrina Wilson Miami Gardens, Florida 33056
Phone: (305) 914-9010
Fax: (305) 914-9033
Website: www.miamigardens-fl.gov
Article VII of the Miami Gardens Code entitled, “Lobbyist” requires that all lobbyists before
engaging in any lobbying activities to register with the City Clerk and pay a one-time annual
fee of $250.00. This applies to all persons who are retained (whether paid or not) to represent
a business entity or organization to influence “City” action. “City” action is broadly described
to include the ranking and selection of professional consultants, and virtually all-legislative,
quasi-judicial and administrative action. All not-for-profit organizations, local chamber and
merchant groups, homeowner associations, or trade associations and unions must also
register however an annual fee is not required.
Page
1. CALL TO ORDER/ROLL CALL
2. INVOCATION
3. PLEDGE OF ALLEGIANCE
4. APPROVAL OF MINUTES
5. ORDER OF BUSINESS
(Items to be pulled from Consent Agenda at this time)
6. SPECIAL PRESENTATIONS (5 MINUTES EACH)
7. PUBLIC COMMENTS
8. RESOLUTION(S)/AGENCY BUSINESS
8.1 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY 3 - 16
Page 1 of 29
OF THE CITY OF MIAMI GARDENS, FLORIDA, ADOPTING THE BY-
LAWS OF THE COMMUNITY REDEVELOPMENT AGENCY; A COPY
OF WHICH IS ATTACHED HERETO AS EXHIBIT “A”; PROVIDING
FOR ADOPTION OF REPRESENTATIONS; PROVIDING AN
EFFECTIVE DATE.
Sponsored by: City Manager
Agenda Cover Memo #19-165 - Pdf
8.2 A RESOLUTION OF THE MIAMI GARDENS COMMUNITY 17 - 29
REDEVELOPMENT AGENCY APPROVING AN INTERLOCAL
SERVICE AGREEMENT WITH THE CITY OF MIAMI GARDENS,
FLORIDA; PROVIDING FOR ADOPTION OF REPRESENTATION;
PROVIDING FOR INSTRUCTION TO THE CITY CLERK; PROVIDING
AN EFFECTIVE DATE.
Sponsored by: City Manager
Agenda Cover Memo #19-164 - Pdf
9. ADJOURNMENT
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Agenda Item #8.1
City of Miami Gardens
Agenda Cover Memo 19-165
Meeting: Community Redevelopment Agency Board - Dec 11
2019
Department Sponsored By
City Manager's Office City Manager
Agenda Item Title
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF MIAMI GARDENS, FLORIDA, ADOPTING THE BY-LAWS OF THE COMMUNITY
REDEVELOPMENT AGENCY; A COPY OF WHICH IS ATTACHED HERETO AS
EXHIBIT “A”; PROVIDING FOR ADOPTION OF REPRESENTATIONS; PROVIDING
AN EFFECTIVE DATE.
Staff Summary
These proposed by-laws outlines the roles and responsibilities of the CRA Board of
Directors and its employees; dictates when and how meetings will be noticed and
conducted; describes the process to execute contracts, acquire real property and
purchase of good and services; establishes the fiscal year and budget process for the
CRA; outlines auditing and reporting requirements; as well as outlines other terms
necessary for the CRA to function as a legal entity within the State of Florida.
Fiscal Impact
No fiscal impact.
Recommended Action
That the Miami Gardens CRA Board of Directors adopt By-Laws as presented.
Attachments
CRA Resolution 2019 - adopting BYLAWS
Exhibit A - MGCRA By-Laws draft
Page 3 of 29
Agenda Item #8.1
RESOLUTION NO. 2019____
A RESOLUTION OF THE COMMUNITY
REDEVELOPMENT AGENCY OF THE
CITY OF MIAMI GARDENS, FLORIDA,
ADOPTING THE BY-LAWS OF THE
COMMUNITY REDEVELOPMENT
AGENCY; A COPY OF WHICH IS
ATTACHED HERETO AS EXHIBIT “A”;
PROVIDING FOR ADOPTION OF
REPRESENTATIONS; 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, the attached By-Laws address the
administration and management of the Miami Gardens
Community Redevelopment Agency outline the roles and
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Agenda Item #8.1
responsibilities of the CRA Board of Directors and its
employees; dictates when and how meetings will be noticed
and conducted; describes the process to execute contracts,
acquire real property and purchase of good and services;
establishes the fiscal year and budget process for the CRA;
outlines auditing and reporting requirements; as well as
outlines other terms necessary for the CRA to function as a
legal entity within the State of Florida, and
WHEREAS, if a conflict arises between these By-
Laws and any provision of Florida Statutes including Chapter
163, Part III, Florida Statutes, or the Interlocal Cooperation
Agreement dated May 31, 2019 between Miami-Dade
County, the City and the Agency then, in that event, the
statute or Interlocal Cooperation Agreement shall prevail,
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 adopts
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Agenda Item #8.1
the By-Laws of the Community Redevelopment Agency; a
copy of which is attached hereto as exhibit “A”.
Section 3. EFFECTIVE DATE: This Resolution
shall take effect immediately upon its final passage.
PASSED AND ADOPTED BY COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON
____________, 2019.
___________________________________
OLIVER GILBERT, III, CHAIRPERSON
ATTEST:
__________________________________
MARIO BATAILLE, BOARD CLERK
PREPARED BY: SONJA KNIGHTON DICKENS,
ESQ.
SPONSORED BY: CAMERON D. BENSON,
Moved by: __________________
VOTE: _________
Chairperson Oliver Gilbert, III ____ (Yes)
____ (No)
Vice Chairperson Rodney Harris ____ (Yes)
____ (No)
Board Member Katrina Wilson ____ (Yes)
____ (No)
Board Member Erhabor Ighodaro, Ph.D. ____
(Yes) ____ (No)
Board Member Lillie Q. Odom ____ (Yes)
____ (No)
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Agenda Item #8.1
Board Member Reggie Leon ____ (Yes)
____ (No)
Board Member David Williams Jr ____ (Yes)
____ (No)
Page 7 of 29
Agenda Item #8.1
BY-LAWS
OF
MIAMI GARDENS
COMMUNITY REDEVELOPMENT AGENCY
Index
ARTICLE 1 GENERAL .....................................................................................................1
1.1 ESTABLISHMENT AND NAME............................................................................1
1.2 PURPOSE AND OBJECTIVES. ...........................................................................1
1.3 SEAL. ...........................................................................................................1
1.4 MEMBERS AND TERMS. ..................................................................................1
1.5 COMPENSATION.............................................................................................1
ARTICLE 2 OFFICERS AND EMPLOYEES.....................................................................2
2.1 OFFICERS. ....................................................................................................2
2.2 CHAIR. ..........................................................................................................2
2.3 VICE-CHAIR...................................................................................................2
2.4 EXECUTIVE DIRECTOR. ..................................................................................2
2.4.1. General.............................................................................................2
2.4.2. Responsibility. ..................................................................................2
2.4.3. Property Negotiations. ......................................................................2
2.5 SECRETARY. .................................................................................................2
2.6 TREASURER. .................................................................................................3
2.7 BUDGET OFFICER. .........................................................................................3
2.8 GENERAL AND SPECIAL COUNSEL...................................................................3
2.9 EMPLOYEES, AGENTS AND CONSULTANTS.......................................................3
2.10 POLICIES AND PROCEDURES. .........................................................................4
ARTICLE 3........................................................................................................................4
3.1 REGULAR MEETINGS......................................................................................4
3.2 SPECIAL MEETINGS. ......................................................................................4
3.3 EMERGENCY MEETINGS. ................................................................................4
3.4 NOTICE OF MEETINGS. ...................................................................................4
3.5 QUORUM AND VOTING....................................................................................5
3.6 RECESSED AND CONTINUED MEETINGS...........................................................5
3.7 RULES OF ORDER..........................................................................................5
ARTICLE 4 CONTRACTS ................................................................................................5
4.1 EXECUTION OF INSTRUMENTS.........................................................................5
4.2 REAL PROPERTY ACQUISITION AND DISPOSITION. ............................................5
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Agenda Item #8.1
4.3 PURCHASING GOODS AND SERVICES. .............................................................5
ARTICLE 5 FISCAL MATTERS ........................................................................................6
5.1 FISCAL YEAR.................................................................................................6
5.2 BUDGET. .......................................................................................................6
5.3 ACCOUNTING PRACTICES. ..............................................................................6
5.4 ANNUAL AUDIT. .............................................................................................6
5.5 ANNUAL REPORT. ..........................................................................................6
5.6 BONDING OF OFFICERS AND EMPLOYEES. .......................................................6
5.7 MAINTENANCE AND DISBURSEMENT OF FUNDS. ..............................................6
5.8 SUPERVISION OF ACCOUNTS. ........................................................................7
ARTICLE 6 ADVISORY COMMITTEES ...........................................................................7
6.1 POWER TO CREATE. ......................................................................................7
ARTICLE 7 AMENDMENTS .............................................................................................7
7.1 AMENDING. ..................................................................................................7
ARTICLE 8 INDEMNIFICATION AND INSURANCE ........................................................7
8.1 INDEMNIFICATION OF THE CRA, ITS OFFICERS, MEMBERS, AND
EMPLOYEES. .................................................................................................7
8.2 INSURANCE. ..................................................................................................8
ii
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Agenda Item #8.1
BY-LAWS
OF
MIAMI GARDENS
COMMUNITY REDEVELOPMENT AGENCY
(A Community Redevelopment Agency Created
Pursuant to Chapter 163, Part III, Florida Statutes)
These By-Laws of the City of Miami Gardens Community Redevelopment
Agency approved pursuant to Resolution XX on December 11, 2019. These By-Laws
address the administration and management of the Miami Gardens Community
Redevelopment Agency. If a conflict arises between these By-Laws and any provision
of Florida Statutes including Chapter 163, Part III, Florida Statutes, or the Interlocal
Cooperation Agreement dated May 31, 2019 between Miami-Dade County, the City and
the Agency then, in that event, the statute or Interlocal Cooperation Agreement shall
prevail.
ARTICLE 1
GENERAL
1.1 Establishment and Name. Pursuant to Chapter 163, Part III, Florida
Statutes, the City Council of the City of Miami Gardens, Florida (the “City”), as the City’s
governing body, established a community redevelopment agency known as Miami
Gardens Community Redevelopment Agency (the “CRA”).
1.2 Purpose and Objectives. The purpose of the CRA is to formulate a
workable program for utilizing appropriate private and public resources to eliminate and
prevent the development or spread of slum and blighted areas within the City.
1.3 Seal. The Secretary shall be the custodian of the Seal.
1.4 Members and Terms. In accordance with Section 163.357(1), Florida
Statutes, the City Council of the City has designated itself as the governing board of the
CRA. Reference to the members of the CRA as a whole shall be “Board of Directors”,
“Directors,” or “CRA Board”. An individual member of the CRA shall be referred to as a
“Director”
1.5 Compensation. The Directors shall serve without compensation from
the CRA, but shall be entitled to reimbursement for their actual and necessary expenses
incurred in the discharge of their duties for the CRA. Requests for reimbursement shall
be subject to the requirements of applicable law.
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Agenda Item #8.1
ARTICLE 2
OFFICERS AND EMPLOYEES
2.1 Officers. The officers of the CRA shall be a Chair, Vice-Chair and
Directors.
2.2 Chair. The Mayor/Acting Mayor of the City shall serve as Chair of the
CRA. The Chair shall preside at all meetings of the CRA and shall execute instruments
in the name of the CRA as may be required, and shall have general supervision,
direction and control over the business and operations of the CRA.
2.3 Vice-Chair. The Vice-Mayor of the City shall serve as the Vice-Chair.
The Vice-Chair shall, in the absence, disqualification, resignation, death, or disability of
the Chair, or at the Chair’s direction, exercise the functions of the Chair.
2.4 Executive Director. The Board shall appoint an Executive Director of
the CRA. The Executive Director shall serve without compensation, provided the CRA
may reimburse the City for the Executive Director’s services pursuant to an Interlocal
Agreement between the City and the CRA.
.
2.4.1. General. The Executive Director shall be the chief operating officer
of the CRA.
2.4.2. Responsibility. The Executive Director shall be responsible for the
day to day administrative activities of the CRA, including agenda
preparation, coordination with the CRA General Counsel and City
departments; supervising employees; be responsible for the
effectuation of the CRA’s policies, the authorization and certification
of budgets and related documents involved in the financial affairs of
the CRA; be responsible for negotiating development agreements
and land deals for the CRA; coordinate redevelopment efforts with
federal, state, county and city agencies; be responsible for CRA
project coordination and staffing CRA meetings and workshops;
direct incentive programs and all other activities of the CRA,
including the supervision of staff and consultants to the CRA.
2.4.3. Property Negotiations. The Executive Director may evaluate and
negotiate for the CRA to acquire appropriate parcels of property in
accordance with approved CRA redevelopment plans, applicable
law and CRA actions.
2.5 Secretary.
The City Clerk shall be the Secretary of the CRA. The Secretary shall perform or
be responsible for supervision of performance of the following functions: keeping the
records of the CRA; recording minutes of the meetings of the CRA and recording all
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Agenda Item #8.1
votes; keeping a journal of proceedings of the CRA; keeping in safe custody the seal of
the CRA and with the power to affix such seal to all contracts and instruments
authorized to be executed by the CRA and to all necessary certifications of records of
official proceedings; maintain a record of all official proceedings of the City relevant to
the CRA; and such other duties as the CRA shall determine and assign. The Secretary
shall serve without compensation; provided however, the CRA may reimburse the City
for the Secretary’s services pursuant to an Interlocal Agreement between the City and
the CRA.
2.6 Treasurer.
The Finance Director of the City shall be the Treasurer for the CRA. The
Treasurer shall keep the financial records of the CRA’s operating budget; keep full and
accurate accounts of receipts and disbursements of the CRA; have custody of all
operating funds of the CRA; assist the Executive Director in the preparation of a
proposed budget and CRA Annual Report; make and file all financial reports and
statements necessary to be made and filed by the CRA pursuant to provisions of
Chapter 163, Part III, Florida Statutes; and file such reports and statements with the
Executive Director and Secretary of the CRA, and all appropriate State and local
government agencies. The CRA may reimburse the City for the Treasurer’s services
pursuant to an Interlocal Agreement between the City and CRA.
2.7 General and Special Counsel. The City Attorney shall be the General
and Special Counsel for the CRA. General Counsel shall attend all meetings of the CRA
and shall be responsible for the oversight of the CRA’s legal affairs. The General
Counsel shall serve without compensation, provided however, the CRA may reimburse
the City for the General Counsel’s services pursuant to an Interlocal Agreement
between the City and CRA. Upon receiving the recommendation of the General Counsel,
the Board shall also appoint and set compensation for any Special Counsel as it deems
necessary and appropriate, who shall work under the general supervision of the General
Counsel.
2.8 Employees, Agents and Consultants.
2.8.1. Hiring.
The CRA may hire, retain, and engage such employees, agents,
consultants, experts, attorneys and specialists, as it deems necessary. Except as
otherwise provided in these By-Laws or applicable law, the CRA Board of Directors is
empowered to approve employment contracts, professional services agreements and
other consulting contracts under such terms and conditions and durations as it deems
appropriate to carrying out the purpose and objectives of the CRA.
2.8.2. Employment and Personnel Policies.
The City is to provide personnel services through an approved Interlocal
Agreement which shall include but not be limited to, staff recruitment, training and
compliance; record retention with respect to personnel actions and such other
personnel services as may be needed. All employees of the MGCRA shall be entitled to
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Agenda Item #8.1
participate in all benefit programs afforded to City employees. The MGCRA adopts the
City’s Personnel Polices as such may be amended from time to time. The CRA may
reimburse the City for the personnel services pursuant to an Interlocal Agreement
between the City and the CRA. The CRA reserves the right to amend or adjust these
policies as they pertain to the CRA in writing and with approval of the Executive Director
in a manner that best suits the CRA.
2.9 Policies and Procedures.
The CRA adopts the City’s Procurement, Finance and Human Resources
Policies and Procedures as such may be amended from time to time. The CRA
reserves the right to amend or adjust these policies as they pertain to the CRA in
writing and with approval of the Executive Director in a manner that best suits the CRA.
The City is to provide procurement, finance and human resources services to the CRA.
The CRA may reimburse the City for the procurement, finance and human resources
services pursuant to an approved Interlocal Agreement between the City and the CRA.
ARTICLE 3
MEETINGS
3.1 Regular Meetings. The CRA shall hold a regular meeting at least four
(4) times each fiscal year on a day and at a time and place to be designated from time to
time by the Board.
3.2 Special Meetings. The Chair, the Executive Director or any other two
(2) Directors of the CRA may require the calling of a special meeting at a reasonable
time and place by requesting the Executive Director to arrange for and give notice of
such special meeting.
3.3 Emergency Meetings. Emergency meetings of the CRA may be called
at any time and place by the Chair or by a majority of the Board or by the Executive
Director providing personal or telephonic notice to Board, specifying the time and place
of the emergency meeting and the business to be transacted. No other business shall
be considered at such meeting.
3.4 Notice of Meetings. The Executive Director through the Secretary, will
mail or deliver written notice of each regular meeting to CRA Board at least three (3)
days prior to such meeting. Written notice of any special meeting shall be mailed or
delivered at least two (2) days prior to such meeting. The notice of any special meeting
shall set forth the purpose of the special meeting and no other business shall be
conducted at that meeting. Notice of all special and regular meetings shall be provided to
the public and appropriate City officials. Notice of emergency meetings shall be provided
to the public and appropriate City officials as is reasonable under the circumstances.
3.5 Quorum and Voting. A majority of the CRA Board shall constitute a
quorum for the purpose of conducting business. When a quorum is present, the CRA
may act by a vote of a majority of the Directors present, unless otherwise provided by
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Agenda Item #8.1
law or these By-Laws. If any meeting cannot be conducted because a quorum is not
present, the Directors who are present may adjourn the meeting to a time certain.
3.6 Recessed and Continued Meetings. When a meeting having been
set and noticed under the provisions of these By-Laws and during the course of said
meeting is recessed to a future time and place certain, there shall be no requirements
for giving of notice of the time and place of continuation of said meeting other than the
announcement thereof at said meeting.
3.73.6 Rules of Order. Except as provided by these By-Laws or applicable
law, all meetings shall be conducted in accordance with the procedures approved and
utilized by the City Council; provided, however, in the absence of any applicable
procedure of the City, then the most recent Edition of Robert’s Rules of Order, Revised,
shall apply.
ARTICLE 4
CONTRACTS
4.1 Execution of Instruments. Legal instruments of the CRA shall be
executed by the Executive Director, attested by the Secretary and the form of any such
instrument shall be previously approved by the General Counsel or duly authorized
designee provided; however, that where by resolution of the Board, the execution of
instruments is delegated to another person, such instrument may be executed in the
manner provided by such resolution. Notwithstanding the foregoing, Board approval is
not required for, and the Executive Director is authorized to execute all legal instruments
on behalf of the CRA, which (a) are not a result of the appropriations process and are in
the best interest of the CRA, and (b) do not exceed his or her purchasing authority.
4.2 Real Property Acquisition and Disposition. The acquisition,
conveyance and leasing of real property by the CRA shall be done in accordance with
Florida Statute 163.380 titled “Disposal of Property in the Community Redevelopment
Area” as both may be amended from time to time.
4.3 Purchasing Goods and Services.Except for employment contracts as
provided for elsewhere in these By-Laws, all purchases for services and commodities
must be made in accordance with the same purchasing processes and requirements that
apply to the City Council of City of Miami Gardens.
FISCAL MATTERS
4.4 Fiscal Year. The fiscal year of the CRA shall begin on October 1 and
end on September 30 of each year.
4.5 Budget. The Executive Director shall prepare an annual budget and
work program for the CRA’s approval for each fiscal year, and such other budgets as the
Directors may determine. The CRA shall not expend any funds other than those in the
budget or otherwise authorized by the Board, provided that the Directors shall have the
power to amend its budget as may from time to time be necessary.
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Agenda Item #8.1
4.6 Accounting Practices. The CRA shall comply with applicable Florida
law and all regulations of the Florida Department of Financial Services, or its successor,
regarding uniform accounting practices and procedures for units of local government.
4.7 Annual Audit. The Executive Director shall arrange for an independent
financial audit of the Redevelopment Trust Fund each fiscal year and a report of such
audit by an independent certified public accountant in accordance with the provisions of
Section 163.387(8), Florida Statutes. The CRA shall provide a copy of such report to
each taxing authority contributing to the Redevelopment Trust Fund. The auditors shall
be selected by the Board. The auditor of the CRA may be the same auditor doing the
annual audit of the City.
4.8 Annual Report. The CRA shall file with the City and with Miami-Dade
County, on or before March 31 of each year, a report of its activities for the preceding
fiscal year in accordance with the provisions of Section 163.356(3)(c), Florida Statutes.
At the time of filing this report, the CRA shall publish in a newspaper of general
circulation in the City a notice to the effect that such report has been filed with the City
and that the report is available for inspection during business hours in the office of the
Clerk of the City and in the CRA’s office.
4.9 Bonding of Officers and Employees. The CRA may require that any or
all Directors and employees be required to post bond for faithful performance of duty.
The CRA shall pay bonding costs for all such bonds it requires. The Executive Director
shall be bonded in an amount not less than the amount that the Executive Director is
authorized to procure goods or services without the approval of the CRA Board.
4.10 Maintenance and Disbursement of Funds. All funds of the CRA
shall be used only for purposes permitted by applicable law. Funds shall be distributed
only at the direction or with the approval of the CRA Board or as provided for in
accordance with these By-Laws, and pursuant to an adopted budget. All funds
disbursed shall be supported by appropriate requisitions signed by the Executive
Director. Notwithstanding the foregoing, except for employee compensation, no single or
cumulative obligation requiring a disbursement in excess of Fifty Thousand Dollars
($50,000) to any one individual, person or corporate entity shall be made unless
specifically approved by the CRA Board.
4.11 Supervision of Accounts. The Executive Director, subject to the
direction of the CRA Board, shall have control and be responsible for the internal
supervision and control of the accounts of the CRA. The Executive Director may assign a
member of the CRA staff to assist in carrying out this responsibility. The Executive
Director may delegate the power to sign checks or otherwise disburse the funds of the
CRA; provided, the CRA Board of Directors may approve a designee recommended by
the Executive Director under such terms and circumstances, including the absence or
incapacitation of the Executive Director, as may be prescribed. The Executive Director
or their designee shall have the authority to sign all checks or authorize all electronic
fund transfers to pay for the obligations of the CRA as provided in accordance with these
By-Laws, the approved budget, approved contracts, and the specific actions of the CRA.
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Agenda Item #8.1
ARTICLE 5
ARTICLE 6
AMENDMENTS
6.1 Amending. The By-Laws of the CRA may be amended after hearing
one (1) reading of the proposed amendments, with the final amendment adopted by an
affirmative vote of no less than a majority of the Directors present at a regular or special
meeting of the CRA Board. No such amendment shall be adopted unless at least two (2)
days written notice thereof has been previously given to the Directors.
ARTICLE 7
INDEMNIFICATION AND INSURANCE
7.1 Indemnification of the CRA, its Directors, Officers, and Employees.
The CRA shall indemnify its Directors, officers, employees or other persons serving at
the request of the CRA in connection with any action, suit or proceeding, civil or criminal,
actual or threatened, to which he or she shall be made a party or is threatened to be
made a party by reason of his or her being or having been, or by reason of any actual or
alleged acts performed or omitted to be performed in connection with his being or having
been a Director, officer or employee of the CRA or person serving at the request of the
CRA against all expenses (including, but not limited to, attorney’s fees, judgments and
payments in settlement) actually incurred; provided, however, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit or proceeding as
to which he or she shall finally be adjudged to have been guilty of a criminal act or liable
for gross negligence or willful misconduct in the performance of his or her duties to the
CRA; and provided further, that no person shall be so indemnified or reimbursed in
relation to any matters in such action, suit or proceeding which has been made the
subject of a compromise settlement except with the approval of a court of competent
jurisdiction, or the CRA acting by vote of Directors not parties to the same or
substantially the same action, suit or proceeding, constituting a majority of the remaining
Directors. The foregoing right of indemnification or reimbursement shall not be exclusive
of other rights to which such person, his heirs, executors or administrators may be
entitled as a matter of law.
7.2 Insurance. The CRA may purchase insurance for indemnifying its
Directors, officers, employees and other persons serving at the request of the CRA to the
extent that such indemnification is allowed in Section 8.1 herein. The CRA may purchase
other insurance, including liability and hazard insurance, as it deems necessary and
appropriate.
Adopted on December 11, 2019 by the CRA Board of the Miami Gardens Community
Redevelopment Agency.
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Agenda Item #8.2
City of Miami Gardens
Agenda Cover Memo 19-164
Meeting: Community Redevelopment Agency Board - Dec 11
2019
Department Sponsored By
City Manager's Office City Manager
Agenda Item Title
A RESOLUTION OF THE MIAMI GARDENS COMMUNITY REDEVELOPMENT
AGENCY APPROVING AN INTERLOCAL SERVICE AGREEMENT WITH THE CITY
OF MIAMI GARDENS, FLORIDA; PROVIDING FOR ADOPTION OF
REPRESENTATION; PROVIDING FOR INSTRUCTION TO THE CITY CLERK;
PROVIDING AN EFFECTIVE DATE.
Staff Summary
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.
Fiscal Impact
For the professional services provided by the City of Miami Gardens, the Miami
Gardens Community Redevelopment Agency will be annually assessed 2.5% of the
total revenue generated that year by the CRA.
Recommended Action
That the CRA Board of Directors approve the Interlocal Service Agreement between
the City of Miami Gardens and Miami Gardens Community Redevelopment Agency.
Attachments
CRA Resolution 2019 - Approving the interlocal agreement
Exhibit A - CITY - CRA Interlocal Agreement Final
Page 17 of 29
Agenda Item #8.2
1 RESOLUTION NO. 2019____
2
3 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT
4 AGENCY OF THE CITY OF MIAMI GARDENS, FLORIDA,
5 APPROVING THE INTERLOCAL SERVICE AGREEMENT
6 BETWEEN THE MIAMI GARDENS COMMUNITY
7 REDEVELOPMENT AGENCY (CRA) AND THE CITY OF MIAMI
8 GARDENS; AND AUTHORIZING THE CHAIRPERSON OF THE
9 CRA AND THE CLERK OF THE BOARD TO EXECUTE AND
10 ATTEST RESPECTIVELY, THAT CERTAIN AGREEMENT
11 BETWEEN THE MIAMI GARDENS COMMUNITY
12 REDEVELOPMENT AGENCY AND THE CITY OF MIAMI
13 GARDENS; A COPY OF WHICH IS ATTACHED HERETO AS
14 EXHIBIT “A”; PROVIDING FOR ADOPTION OF
15 REPRESENTATIONS; PROVIDING FOR INSTRUCTIONS TO THE
16 CITY CLERK; PROVIDING AN EFFECTIVE DATE.
17
18 WHEREAS, on October 24, 2018, pursuant to Resolution No. 2018-163-3577
19 duly adopted by the City Council (the "Council") of the City of Miami Gardens, Florida
20 (the "City"), the Council created a "Community Redevelopment Agency" known as the
21 Miami Gardens NW 27th Avenue Community Redevelopment Agency (the "CRA") with
22 the authority to transact business and exercise powers under and pursuant to the
23 Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes, as
24 amended (together with other applicable provisions of law, the "Act"), and
25 WHEREAS, on September 12, 2018, pursuant to Resolution No. 2018-144-3558
26 duly adopted by the Council, the Council ordained that the members of the Council
27 should sit as the CRA Board, and
28 WHEREAS, all the requirements of law have been complied with in the adoption
29 of a redevelopment plan known as Miami Gardens Community Redevelopment Area
30 Plan adopted by the City on October 24, 2018, and the creation and funding of a
31 Redevelopment Trust Fund by the City in accordance with the Act, and
Page 18 of 29
Agenda Item #8.2
32 WHEREAS, the CRA desires to engage the City to assist it in implementing and
33 furthering the Redevelopment Plan by providing or causing to be provided certain
34 redevelopment services and public improvements in the City of Miami Gardens CRA, and
35 WHEREAS, this proposed Interlocal Service Agreement outlines the Miami
36 Gardens Community Redevelopment Agency's (CRA) desire to engage the City of
37 Miami Gardens' professional staff to assist with the implementation of the approved
38 Redevelopment Plan, and
39 WHEREAS, following this CRA Board approval, the agreement will be
40 considered for approval by the City Council, and
41 NOW THEREFORE, BE IT RESOLVED BY THE COMMUNITY
42 REDEVELOPMENT AGENCY OF THE CITY OF MIAMI GARDENS, AS FOLLOWS:
43 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
44 paragraphs are hereby ratified and confirmed as being true, and the same are hereby
45 made a specific part of this Resolution.
46 Section 2. AUTHORIZATION: The City of Miami Gardens Community
47 Redevelopment Agency hereby approves the Interlocal Service Agreement between the
48 Miami Gardens Community Redevelopment Agency (CRA) and the City of Miami
49 Gardens; and Authorizes the Chairperson of the CRA and the Clerk of the Board to
50 execute and attest respectively, that certain Agreement between the Miami Gardens
51 Community Redevelopment Agency and the City of Miami Gardens; a copy of which is
52 attached hereto as Exhibit “A”.
53 Section 3. EFFECTIVE DATE: This Resolution shall take effect immediately
54 upon its final passage.
2
Page 19 of 29
Agenda Item #8.2
55 PASSED AND ADOPTED BY COMMUNITY REDEVELOPMENT AGENCY OF
56 THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON
57 ____________, 2019.
58
59 ___________________________________
60 OLIVER GILBERT, III, CHAIRPERSON
61
62
63
64 ATTEST:
65
66
67 __________________________________
68 MARIO BATAILLE, BOARD CLERK
69
70
71 PREPARED BY: SONJA KNIGHTON DICKENS, ESQ.
72
73 SPONSORED BY: CAMERON D. BENSON,
74
75 Moved by: __________________
76
77 VOTE: _________
78 Chairperson Oliver Gilbert, III ____ (Yes) ____ (No)
79 Vice Chairperson Rodney Harris ____ (Yes) ____ (No)
80 Board Member Katrina Wilson ____ (Yes) ____ (No)
81 Board Member Erhabor Ighodaro, Ph.D. ____ (Yes) ____ (No)
82 Board Member Lillie Q. Odom ____ (Yes) ____ (No)
83 Board Member Reggie Leon ____ (Yes) ____ (No)
84 Board Member David Williams Jr ____ (Yes) ____ (No)
3
Page 20 of 29
Agenda Item #8.2
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 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 CITY and the CRA are interested in maintaining and revitalizing the
CRA areas as visibly attractive, economicall y 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, b u i l d i n g , c o d e e n f o r c e m e n t , planning & zoning,
finance, law, procurement, community policing, i n f o r m a t i o n t e c h n o l o g y , and public
works, a n d o t h e r e x p e r t i s e t h a t can be beneficially utilized in the planning and
implementation of the Plan; and
Page 21 of 29
Agenda Item #8.2
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. l 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.
Page 22 of 29
Agenda Item #8.2
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 f e 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.
Page 23 of 29
Agenda Item #8.2
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 Amount s. If either party 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 1st 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 its standard risk
management policies and procedures. The cost of this insurance is to be paid by the CITY. Upon
execution of this 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
Page 24 of 29
Agenda Item #8.2
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 Invalidity. 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 unenforceability 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
Page 25 of 29
Agenda Item #8.2
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 in the 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 Prevailing Parties. 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 11th 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.
Page 26 of 29
Agenda Item #8.2
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
b e 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
City of Miami Gardens
18605 NW 27 Avenue
Miami Gardens, FL 33056
Page 27 of 29
Agenda Item #8.2
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
Page 28 of 29
Agenda Item #8.2
__________________________
Oliver Gilbert, Chairman
Page 29 of 29
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