HomeMy WebLinkAboutBack-Up DocumentsMEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into on the day of
, 2021 ("Effective Date"), by and between the City of Miami, a municipal corporation
of the State of Florida ("City"), and the Town Square Neighborhood Development Corporation, a
Florida Not For Profit corporation ("TSNDC") (collectively, the City and the TSNDC shall be
referred to as the "Parties" and individually as "Pally").
RECITALS
WHEREAS, the Florida Department of Transportation ("FDOT") has jurisdiction over I-395
and is undertaking a project which includes the development of a bridge over Biscayne Boulevard
(sometimes referred to as the `Signature Bridge'), community enhancements located underneath
I-395 (the "Underdeck"), and highway capacity improvements that are intended to improve safety
and mobility; and
WHEREAS, the City and the FDOT entered into that certain Memorandum of
Understanding, dated April 4, 2019, to outline their expectations as to their respective roles and
responsibilities regarding the design, maintenance and operation of the Underdeck; and
WHEREAS, the City and the FDOT subsequently entered into that certain Second
Memorandum of Understanding, dated August 14, 2020 ("MOU 2"); and
WHEREAS, the City and the FDOT intend to create an active environment for the
Underdeck, consistent with a consensus plan which would represent the agreed -upon conceptual
plan for the Underdeck as agreed and defined on said MOU 2 ("Consensus Plan"); and
WHEREAS, the City has engaged the community and stakeholders to work cooperatively
toward these goals in furtherance of the Underdeck project; and
WHEREAS, one of these groups is the Adhoc Underdeck Advisory Board ("UAB")
established by concerned community stakeholders; and
WHEREAS, the UAB secured a Knight Foundation matching Grant to engage community
members in the planning process; and
WHERAS, as evidenced by the award letter in Appendix 2, the grant is a $200,000 match
grant and the match is being raised by the USAG referred to below; and
WHEREAS, the UAB sought a participating non-profit organization to house the funding
and incubate the UAB through the planning process; and
WHEREAS, TSNDC was represented on the UAB and was an entity willing to incubate the
UAB through the planning process; and
WHEREAS, the TSNDC Board Meeting approved on 14 day of August, 2020 the formation
of the Underdeck Subcommittee Advisory Group (hereinafter referred as "USAG") to promote
and engage the community in support of the Underdeck project; and
WHEREAS, the parties intend to work in good faith to develop a framework for the design,
implementation, operation, maintenance, programming and management of the Underdeck under
a to -be -formed not -for -profit corporation, (hereinafter referred to as the "TSNDC Assignee") in
accordance with Section 15 of this MOU. All references herein to "TSNDC" shall be deemed to
refer to TSNDC Assignee from and after such assignment; and
WHEREAS, the Parties understand that there are various obligations and financial
commitments necessary to operate a world class Underdeck, and that maintenance funds are far
more difficult to secure in light of the recent global pandemic. Accordingly, it is the intent of the
Parties to explore the methods of sharing the responsibility to maintain and operate the Underdeck,
and to develop a mutually agreeable formal agreement to carry out the provisions of this MOU
("Management Agreement");
NOW, THEREFORE, the Parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and made a part hereof.
2. Stakeholder Engagement. Appendix 1 details the manner in which stakeholders will be
engaged and will contribute through the USAG and how USAG will collaborate with the City.
The recommendations and deliverables that emerge from this MOU will need to be finalized and
transmitted to the City for City Commission approval. The final recommendations will be
approved by the USAG Executive Committee. As noted in Appendix 1, the Executive Committee
will be made up of
• The Chair of TSNDC or a person designated by such Chair
• The Chair of the USAG
• One Designee each from City Commission Districts 1, 2 and 5
• One Designee from the City of Miami Mayor
• One Designee from the City Manager
• USAG Working Group Chairs
• One Additional representative from each working group selected by their membership.
3. City Participation. Beyond participating in the Executive Committee, the City Manager
will designate an appropriate City administration representative(s) to participate in each of the five
working groups and City Commission will identify up to five (5) individuals to participate in the
USAG working groups.
4. Governance, Project Management, and Strategic Oversight. The Parties intend to develop
an operational management plan based upon a mutually agreeable governance model with the goal
of executing the Management Agreement, subject to City Commission approval, within ninety
(90) days after the execution of a Memorandum of Lease Agreement between the City and the
FDOT.
5. Construction, Operations, & Maintenance. The Parties shall collaborate in the review
and implementation of a coordinated plan that will identify the proposed funding streams to cover
the costs of capital, development, operation and maintenance of the Underdeck and its components
with the goal of implementing the Consensus Plan.
6. Stakeholder Awareness, Education, & Engagement. USAG hereby agrees to disseminate
information, promote, identify, and engage, including but not limited to, community stakeholders,
City agencies, homeowners associations, and advisory groups to actively participate in project
events and in the USAG board meetings, or the appropriate subcommittees, to ensure wide
stakeholders and community representation in the development of the Consensus Plan and in any
activities related to the Underdeck. USAG shall also be responsible for the dissemination of
information to the City related to the progress of USAG's efforts and responsibilities stipulated
under in this section and MOU. The engagement of such civic -minded individuals and/or
organizations shall also include efforts to raise funds from sponsorships, philanthropic
contributions, and donations to help support the maintenance and operation of the Underdeck.
7. Funding Strategies. Based upon the cost estimates of the Consensus Plan, the Parties will
collaborate to define the capital, development, operational, and maintenance budgets to guide
minimum funding requirements. The Parties agree to develop strategies to obtain potential funding
opportunities, including, but not limited to: (1) government funding streams and similar revenue
sources, such as special taxing districts; (2) designation of revenue -generating parcels within the
project for potential proposers to operate and develop permanent and temporary retail; (3)
activating open space for revenue -driven programs such as paid recreation, special events, venue
rentals, health and wellness programs, etc.; (4) funds from sponsorships, philanthropic
contributions, and donations, as described in Section 5 above; and (5) grants from local, state and
federal government agencies.
8. Branding. The Parties agree to implement and develop a brand name strategy with
participation from the community and stakeholders to create a new name for the Underdeck no
later than January 31, 2022. The USAG, at TSNDC's sole expense, shall engage a
branding/marketing firm that will lead the naming and branding process. The final selected name
is subject to the approval of the Miami City Commission.
9. Term. The term of this MOU shall commence on the Effective Date and shall continue
until July 1, 2022, unless otherwise extended or earlier terminated as provided in this MOU. The
Parties understand that time is of the essence and, thus, intend to accomplish the goals of this MOU
expeditiously.
10. Termination. This MOU may be terminated unilaterally and at any time by either of the
Parties by thirty (30) days' prior written notice to the other Party. Upon termination by either
Party, the Parties shall no longer have any obligations to each other under this MOU.
11. Designated Representatives. In connection with the matters addressed in this MOU, the
City Manager or dessignee, will serve as the designated representative for the City; and
, will serve as designated representative for USAG. All official
communications concerning this MOU must include the representatives indicated in Section 13
below, with each of these representatives responsible for the further dissemination of information
to other members of their respective teams as they deem appropriate.
12. Force Majeure. In the event that either Party hereto is prevented from fully and timely
performing any of its obligations hereunder due to acts of God, strikes or lock -outs, other industrial
disturbances, acts of the public enemy, laws, rules and regulations of governmental authorities,
wars or warlike action (whether actual, impending or expected, and whether de jure or de facto),
arrest or other restraint of government (civil or military), blockades, insurrections, acts of terrorists
or vandals, riots, epidemics, pandemics, landslides, sinkholes, lightning, hurricanes, storms,
floods, washouts, fire or other casualty, condemnation, civil commotion, explosion, breakage or
accident to equipment or machinery, any interruption of utilities, confiscation or seizure by any
government or public authority, accident, repairs or other matter or condition beyond the
reasonable control of either party (collectively called "Force Majeure", financial inability to
perform hereby expressly excluded), such party, upon receipt of written notice provided to the
other party within ten (10) business days of the occurrence of a Force Majeure event, shall be
relieved of the duty to perform such obligation until such time as the Force Majeure has been
alleviated; provided, that upon the removal of the Force Majeure, the obligation prevented from
being fulfilled will be automatically reinstated without the necessity of any notice whatsoever.
13. Notices. All notices under this MOU shall be in writing and shall be deemed duly given
(a) when delivered personally or by prepaid overnight courier, with a record of receipt, (b) the
third day after mailing if mailed by certified mail, return receipt requested, or (c) the day of
transmission, if sent after regular business hours, provided that, in either event, the completed
transmission is electronically verified on the day of transmission or the first day thereafter on
which receipt can be verified, to the Parties at the following email addresses (or to such other email
address as a Party may have specified by notice given to the other Party pursuant to this provision).
To the CITY:
City Manager
City of Miami
444 SW 2 AVE
IOth Floor
Miami, Florida 33130
Email: anoriega@miamigov.com
With copies to:
Director
Office of Capital Improvement Program
City of Miami
444 SW 2 AVE
8th Floor
Miami, Florida 33130
Email: AnCarrasquillo@miamigov.com
Director
Department of Real Estate and Asset Management
City of Miami
444 SW 2 AVE
3rd Floor
Miami, Florida 33130
Email: shollander@miamigov.com
City Attorney
Office of the City Attorney
City of Miami
444 SW 2 AVE
9th Floor
Miami, Florida 33130
Email: VMendez@miamigov.com
To the USAG
Email:
With a copy to:
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street, Suite 2200
Miami, Florida 33130
Attn: Alan H. Fein, Esq.
Email: afein@stearnsweaver.com
14. Entire Memorandum. This MOU constitutes the entire agreement between the Parties with
respect to the subject matter hereof, and may be amended or modified only in writing executed by
each Party.
15. Binding Agreement, Assignment. This MOU shall be a binding agreement of the Parties,
subject to any associated agreement(s), whether existing or as may be entered into, between the
City and FDOT and/or other governmental agencies that are required to effectuate the City
obligations hereunder, and may not be assigned by either Party without the prior written consent
of the other Party; provided, however, that TSNDC may assign, without recourse, all its rights and
obligations under this MOU to the TSNDC Assignee upon written notice and acceptance by the
City, which acceptance shall not be unreasonably withheld or delayed. Upon such assignment,
TSNDC shall be relieved of all of its obligations under this MOU, the TSNDC Assignee shall
replace TSNDC for all purposes hereof, and the City shall look only to the TSNDC Assignee for
performance hereunder.
16. Indemnification. TSNDC shall indemnify, hold harmless, save and defend the City, its
officers, agents, directors, representatives, and employees (the "Indemnitees") from and against all
claims, actions, liabilities, losses, costs (including reasonable attorney's fees), or judgments to the
extent arising out of, resulting from, or in connection with: (i) any action, negligence, recklessness,
omission, or wrongful misconduct of TSNDC; or (ii) the performance or non-performance of this
MOU, whether it 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 the Indemnitees, or any of them;
or (iii) TSNDC failure to comply with any of the provisions contained herein, or to conform to
statutes, ordinances, or other rules, conditions of approval, permits or regulations or requirements
of any governmental authority, local, federal or state, in connection with the performance of this
MOU ("Liabilities").
The indemnification provided above shall obligate TSNDC to defend, at its own expense,
to and through appellate, supplemental or bankruptcy proceedings, or to provide for such defense,
at City's option, any and all Liabilities which may be brought against the City. In the event that
any action or proceeding is brought against City by reason of any such claim or demand, TSNDC
shall, upon written notice from City, resist and defend such action or proceeding by counsel
satisfactory to City. The TSNDC expressly understands and agrees that any insurance protection
required by this MOU or otherwise provided by TSNDC shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the Indemnitees as herein provided.
Granting of this MOU is freely acknowledged by the TSNDC as good and sufficient
independent consideration for this Indemnification. This Indemnification provision shall survive
the expiration, termination, or cancellation of this MOU and shall continue in effect until the
expiration of the corresponding statute of limitations or the tolling thereof.
Additionally, TSNDC shall require any contractors utilized by TSNDC in furtherance of
the subject matter set forth in this MOU to indemnify, hold harmless, save and defend the
Indemnitees from and against all claims, actions, liabilities, losses, costs (including reasonable
attorney's fees), or judgments to the extent arising out of, resulting from, or in connection with
such contractors' action, negligence, recklessness, omission, or wrongful misconduct in
connection with this MOU or the agreement between TSNDC and such contractors.
17. Insurance. TSNDC shall furnish the City with a certificate of insurance pursuant to Exhibit
"A". TSNDC shall further require its contractors performing activities undertaken in relation to
this MOU to obtain and provide to the City a certificate of insurance in accordance with Exhibit
"A" attached hereto.
18. Due Authorization. Each Party represents and warrants that its signatories below are duly
authorized by such Party to enter into this MOU on behalf of said Party.
19. Controlling Law and Attorney's fees. This MOU is governed by and shall be interpreted
and enforced under the laws of the State of Florida. Venue for any actions or suits arising from or
related to this MOU shall be in the Circuit Courts of Miami -Dade County, Florida. In the event
that any cause of action, claim, or controversy should arise as a result of this MOU, each Party
shall be responsible for its own attorney's fees and costs, through the appellate level.
20. Severability. If any term or provision of this MOU or the application thereof to any Party
shall to any extent be invalid or unenforceable, the remainder of this MOU, or the application of
such term or provision shall not be affected thereby.
21. Counterparts; Electronic Signatures. This MOU may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same instrument. Facsimile, .pdf and other electronic signatures to this MOU shall have the
same effect as original signatures.
[signatures on following page]
IN WITNESS WHEREOF, the Parties hereto have executed this MOU on the day of
2021.
FOR CITY:
ATTEST: CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Ann -Marie Sharpe, Director
Risk Management Department
FOR TSNDC:
TOWN SQUARE NEIGHBORHOOD
DEVELOPMENT CORPORATION,
a Florida Not For Profit corporation,
By:
Name/Title
By:
Arthur Noriega V
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
By:
Victoria Mendez
City Attorney
APPENDIX 1
C
4 Iasi
Lessor
CITY MANAGER Presents Final CITY COMMISSION
Recommendations to City
Administration Commission Sole Authority to Approve
KNIGHT
FOUNDATION
ALBERTOIBARGOEN
President
November 2, 2020
Ken Harris
Town Square Neighborhood Development Corporation (aka TSNDC)
150 West Flagler Street
Ste 2200
Miami, FL 33130
Dear Mr. Harris:
The Trustees of the John S. and James L. Knight Foundation have approved a $200,000 grant to
Town Square Neighborhood Development Corporation (aka TSNDC).
The grant is to be used as follows: To support community engagement in the planning and design
of the Underdeck, a mile -long linear park created by I-395's redesign.
The terms and conditions of this grant are contained in the attached grant agreement. Grant
payment according to the terms outlined will be released within 60 days of Knight Foundation
receiving the signed agreement.
The Relationship Manager for this grant, Raul Moas (moas@kf.org), is your primary point of contact
and will answer any questions you may have. All reports should be uploaded to our Fluxx Grantee
Portal at https://knight.fluxx.io.
Before you take steps to publicize this grant, please review our communications resources and
guidelines at www.knightcommunications.org.
This grant is tangible recognition of your services to Miami, a Knight community. Thank you.
Sincerely,
Al: NC
Enclosures
C: Jodi Farrell, Town Square Neighborhood Development Corporation (aka TSNDC)
Ken Harris, Town Square Neighborhood Development Corporation (aka TSNDC)
200 S. Biscayne Blvd, Suite 3300 Tel. (305) 908-2600 KF.org I @knightfdn
Miami, FL 33131
JOHN S. AND JAMES L. KNIGHT FOUNDATION
GRANT AGREEMENT
ORGANIZATION: Town Square Neighborhood Development Corporation (aka TSNDC)
GRANT ID: GR-2020-61885
PURPOSE: To support community engagement in the planning and design of the Underdeck, a mile -
long linear park created by I-395's redesign.
TERMS: November 1, 2020 to October 31, 2022
AMOUNT: $200,000
ACTIVITIES
The Underdeck will build community, bridge neighborhoods and cultural assets in downtown Miami, and
reconnect Overtown to the heart of downtown Miami. A volunteer group of business leaders and private
and non-profit stakeholders has been working in partnership with the City of Miami for two years to
ensure this public space's success. With design concepts finalized and a July 2021 deadline for a
governance plan, formalizing this effort now is essential. This includes bringing on a project manager to
quarterback the initiative, increasing community input, determining the appropriate governance model,
and creating fundraising and revenue generation strategies for the Underdeck's eventual programming,
operations and maintenance.
OBJECTIVES
This planning grant will create a community -driven, public -private partnership between the City of Miami
and TSNDC to ensure the Underdeck, a mile -long linear public space created via I-395's redesign due for
completion in 2024, becomes a defining fulcrum of Overtown and downtown Miami.
The description of your organization's activities and your expectations for the outcomes of the funded
project are listed above. Your organization agrees that the results described are achievable and represent
the terms against which your organization will judge the success of the project.
MONITORING
0 Any evaluation reports relating to this grant will be submitted to the Knight Foundation.
A master plan that is reflective of the needs and priorities of the diverse constituencies that are
most proximate to the Underdeck.
COMMUNICATIONS
You agree to follow the communications guidelines at http://knightcommunications.org and to clear with
communicationsdirectorgknightfoundation.org any content that mentions the Foundation. Please also
follow us on Twitter at @knightfdn.
You will recognize Knight Foundation for its Cumulative Giving in all future donor recognition, of
whatever type, consistent with your donor recognition protocols. You shall provide the text of any
proposed donor recognition of Knight Foundation to Knight Foundation for its prior written approval.
You shall not give greater recognition to any donor that has given Grantee the same amount as, or less
than, Knight Foundation's Cumulative Giving to Grantee. Cumulative Giving includes all gifts from
Knight Foundation to Grantee as of the date of the donor recognition, including the amount of this grant.
If this grant is to fund a program, center, etc. whose name (the "Name") includes reference to Knight, the
Knight Foundation, its founders John S. Knight and/or James L. Knight, or to which Knight Foundation
has previously agreed to a specific naming recognition or naming convention, you must obtain prior
written permission from Knight Foundation for any and all changes including any derivatives or
abbreviations of said Name.
BASIC GRANT CONDITIONS
Grantee will use the funds for the purposes described in this Agreement. Any alternative use of
funds must be authorized in advance in writing by Knight Foundation. If the funds are not used
in accordance with the terms outlined in the Agreement, the Grantee must repay those funds to
the Foundation.
2. Changes to any specific line item in the enclosed budget greater than 5% should be approved in
writing by Knight Foundation prior to making the change.
Significant changes in project or organizational leadership should be reported to Knight
Foundation within 30 days of the change.
4. As required by IRS rules, Knight Foundation funds will not be used: a) to carry on propaganda
or otherwise attempt to influence legislation; b) to influence the outcome of any specific public
election or to carry on, directly or indirectly, any voter registration drive; c) to make a grant to
any individual for travel, study or other similar purposes or to make a sub -grant to any other
organization unless the grant complies with Section 4945(d)(3) or (4) of the Internal Revenue
Code and the grant has been detailed in the approved grant plan and budget; or (d) to undertake
any activity for any purpose other than the charitable and educational purposes specified in
Section 170(c)(2)(B) of the Internal Revenue Code.
5. Knight Foundation requires its Grantees to adhere to ethical standards, in addition to complying
with all applicable laws and regulations. If Knight Foundation, at its sole discretion, determines
these standards have not been met, it reserves the right to suspend or terminate the grant
agreement.
6. If the Knight grant is for re -granting to a news or media organization, then that organization
must agree to post the same information with respect to its funding sources on its website.
REPORT SANDPAYMENTS
The first payment of $100,000 will be mailed within 60 days of Knight Foundation receiving
this signed grant agreement and proof of $50,000 towards a 1:1 match.
2. A progress report, both narrative and financial, an evidence of condition submitting a filing of a
990 tax return, and evidence of $150,000, towards a 1:1 match, is due October 15, 2021.
3. The second payment of $100,000 will be released within 60 days of receiving all requirements,
deemed satisfactory solely at the Foundation's discretion.
4. A final report, both narrative and financial, is due November 30, 2022.
5. Login to the Fluxx Grants Portal at https://knight.fluxx.io to submit your reports online. Click
on the green "+" sign to upload your reports. Click on the "Submit" Link to let Knight know
you have submitted your requirement. These reports include both financial and program
information using online forms. The program report must include a narrative account of the use
of grant funds and progress in achieving the purposes of the grant, including grant outcomes.
The online report forms are available on Knight's Grantee Portal. Copies of the reports will be
provided to your Program Director by Grants Administration. The Director will review your
report and provide feedback. Any questions about the grant should be directed to the Program
Director.
6. During the term of the grant, organizations audited by an independent auditing firm should
submit the audit results including the management letter within 90 days of completion of the
audit report.
7. Upon the Foundation's request the Grantee will provide all information relating to or developed
under the grant.
8. The Foundation may withhold future payments at the Foundation's sole discretion if it has not
received all required reports and/or the reports do not meet the Foundation's reporting
requirements or the grant fails to achieve satisfactory progress.
RETURN OF GRANT FUNDS ON CHANGE IN PURPOSE:
If there is a "Change in Purpose" (as hereinafter defined), upon the written request of Knight Foundation,
Grantee shall (and shall cause the Fiscal Agent, if applicable, to), at Knight Foundation's sole discretion,
promptly either (i) reassign to another charitable organization acceptable to Knight Foundation, or (ii)
return to Knight Foundation, all grant funds that were not properly expended (in accordance with the
approved project budget) prior to the first Change in Purpose subsequent to the date hereof. For purposes
of this grant agreement, the term "Change in Purpose" means (i) any material change in the current
charitable purpose of the Grantee as set forth on Annex I hereto, as determined by Knight Foundation in
its sole discretion, including but not limited to any change in purpose or activities communicated by the
Grantee to the IRS by means of a letter, Form 990 filing or other communication, (ii) at the sole discretion
of Knight Foundation, any change required to be reported to Knight Foundation pursuant to item 3 of
"Basic Grant Conditions," above, and/or in circumstances as contemplated by "Purpose" above, (iii) any
winding up of the Grantee's activities or operations, (iv) any combination of the Grantee with any other
charitable or other organization, whether by means of merger, transfer of assets or other reorganization
event, and/or (v) any public announcement by Grantee or any of its affiliates with respect to any of the
foregoing events. Grantee shall promptly notify Knight Foundation, in writing, upon the occurrence of
any circumstance, event or development that could reasonably be expected to result in a potential Change
in Purpose.
INTELLECTUAL PROPERTY:
Grantee and the Foundation agree that all intellectual property (IP) rights (including copyright, patent, and
any other rights) in materials arising out of or resulting from Grantee's use of the grant funds or any
earning thereon (the "Public Materials") shall be owned by Grantee. Grantee acknowledges that the
Foundation wishes to ensure the widest possible distribution of the Public Materials and ensure that they
are and remain generally available to the public. Accordingly, Grantee hereby grants, and shall ensure that
any individuals who have any IP rights in Public Materials shall grant, to the Foundation, under all IP
rights of such parry, a non-exclusive, transferable, perpetual, irrevocable, royalty -free, paid -up,
worldwide, sublicenseable license to use or publish the Public Materials; provided, however, that the
Foundation shall not exercise such rights except (a) in connection with the activities of the Foundation,
and/or (b) in the event Grantee materially breaches the terms of this Agreement.
Grantee, at the Foundation's request, agrees to execute any additional documents required to affect such
license. Upon Grantee's request in writing, the parties shall cooperate to identify whether any particular
materials produced by Grantee constitute Public Materials; provided that Grantee and the Foundation
acknowledge that Public Materials shall include all materials required to be developed as described in the
applicable grant description.
Exceptions to this clause must be approved by the Foundation in writing. Grantee shall not make
available such Public Materials, or any derivative works of the Public Materials, under any other licensing
terms, without the Foundation's prior written consent.
TAX-EXEMPT STATUS:
Grantee will maintain its tax-exempt status as a Section 501(c)(3) organization classified as a public
charity under Sections 509(a)(1) or (2) current throughout the period of this grant and will comply with
all applicable federal and state laws and regulations that govern the use of funds from private foundations
to the Grantee organization. This includes but is not limited to the prohibition against activities described
in Section 4945(d) of the Internal Revenue Code.
BOOKS AND RECORDS:
Grantee shall maintain its books and records, including an accurate record of the grant received and all
expenses incurred under this grant, and retain such books and records for at least four years after
completion of the use of this grant. Those records include a general ledger with enough detail to allow
tracking of the use of Foundation funds, original invoices, bank statements, copies of checks disbursing
grant funds and documentation of the business purpose of each expense.
At the Foundation's request, Grantee shall make its books and records available to the Foundation by
permitting reasonable access to its files, records and personnel by the Foundation (or its designated
representatives) for the purpose of making financial audits or other evaluations concerning this grant as
the Foundation deems necessary. The fees and expenses of such designated representative shall be paid by
Knight Foundation.
MANAGEMENT AND INVESTMENT OF FUNDS, EARNINGS, AND APPRECIATION:
All grant funds received, and earnings and appreciation on those funds, shall be invested in a designated
account in a bank or investment firm that is a member of either the FDIC or SIPC. The investment will be
in accordance with Grantee's governing documents and investment policies so long as they do not conflict
with this Agreement, with the laws of the State of Florida, and with Federal laws. Earnings and
appreciation on grant funds shall be used solely for the purpose of the Grant. Grantee may not assess an
administrative or financial management fee unless agreed to in writing and in advance by the Foundation.
UNEXPENDED FUNDS:
The Foundation reserves the right, in its sole discretion, to discontinue funding if it is not satisfied with
the progress of the grant or the content of any required written report. In the event of discontinuation or at
the close of the grant, any unexpended funds shall immediately be returned to the Foundation, except
where the Foundation has agreed in writing to an alternative use of the unused funds.
ROYALTIES:
Any materials produced by this grant and earnings thereon shall not provide royalties or otherwise inure
to the personal benefit of individuals connected with this grant. Grantee shall not engage in any sales of
such materials unless it has determined that such sales are substantially related to the charitable and
educational purposes of the Grant. Any revenues realized by Grantee or any sub -grantee from any such
materials must be used exclusively for this project.
NO -COST EXTENSION:
If needed, Grantee should submit a request for a no -cost extension to the program officer before the end
of the grant period. The request should contain the reason for the extension, its length and detail how any
unexpended funds would be used.
NO GUARANTEE OF FUTURE FUNDING:
The Grantee acknowledges that the receipt of this grant does not imply a commitment on behalf of Knight
Foundation to continue funding beyond the terms listed in this grant agreement.
If you agree to the terms and conditions of this grant agreement, please sign and submit this document via
DocuSign to Knight Foundation. Please download a copy of the signed document for your grant files.
Grant payment according to the terms above will be released within 60 days of receiving this signed
agreement.
Grantee Authorized Signatory:
Type or print name of person signing Title
Agreement
Signature of person signing Agreement Date
All future correspondence regarding this grant should refer to grant # GR-2020-61885. Please sign and
return this document via DocuSign or by emailing it to grantskkf.org.
JOHN S. AND JAMES L. KNIGHT FOUNDATION
GRANT AGREEMENT
ANNEX
GRANTEE: Town Square Neighborhood Development Corporation (aka TSNDC)
GRANT ID: GR-2020-61885
AMOUNT: $200,000
CONTACT: Lisa Martinez
PURPOSE: To support community engagement in the planning and design of the Underdeck, a mile -
long linear park created by I-395's redesign.
CHARITABLE PURPOSE: To help create and sustain a vibrant and attractive urban setting to secure
both the Arsht Center's future and that of the surrounding community.
® Budget Report Form
Organization Name: Town Square Neighborhood Development Corpora
Grant Number: Underbridge Planning Projer
Reporting Period From: 11AI20 To 10/31/21
Notes:
' Include revenues forTHIS PROJECT ONLY onthispage.
* Cells shaded red signal potential issues with the proposed budget.
' For mu lti-year revenue, please submit each year on a separate page.
ProjectRevenues
Proposed Actuals
Contributed Income
1. Individual contributions
2. Foundation grants 100,000
3. Federal government support
4. Parentorganization support
5. Special events
6. In -kind contributions
7. Other(specify):
Earned Income
8. Other(specify):
OtherIncome
9. Other(specify)
Tote/Revenues:
Project Expenses
1. Program salaries and wages(specify):
$ 100,000
Proposed
2. Administrative salaries and wages (specify):
3. Consultant/Contract services (specify);
Project Manager
60,000
Public Space Consultants
6,600
-----------
4. Employee benefits
5. Adminstrative expenses
6. Travel
7. Fundraising
8. Capital expenses
9. OverheadMdirect (specify):
--------------------
2,500
--------------------
--------------------
PR/Mediarelations/Community Engagement _ 12,500
Marketing/Graphic design _ 9,900
Architectural Renderings _ 7,000
Misc.
National memberships 1,500
Audit
Tota/Expenses: $ 100,000
Knight Foundation Funds Only
Variance % Proposed
50,000
14,000
TOUT,
All non -Knight Funds
Actuals Variance %
----------------
$ 100.000
Knight Foundation Funds Only All non -Knight Funds
Actuals Variance % Proposed Actuals Variance
12,500
------------- 2,500 - --
------------- 5,000
------------------
36,000
14,875
12,725
5,000
4,000
7A00
$ 100,000
® Budget Report Form
Organization Name: Town Square Neighborhood Development Corpora
Grant Number: Underbridge Planning Projer
Reporting Period From: 1112121 To 10/31/22
Notes:
' Include revenues forTHIS PROJECT ONLY onthispage.
* Cells shaded red signal potential issues with the proposed budget.
' For mu lti-year revenue, please submit each year on a separate page.
ProjectRevenues
Proposed Actuals
Contributed Income
1. Individual contributions
2. Foundation grants 100,000
3. Federal government support
4. Parentorganization support
5. Special events
6. In -kind contributions
7. Other(specify):
Earned Income
8. Other(specify):
OtherIncome
9. Other(specify)
Tote/Revenues:
Project Expenses
1. Program salaries and wages(specify):
$ 100,000
Proposed
2. Administrative salaries and wages (specify):
3. Consultant/Contract services (specify);
Project Manager
60,000
Public Space Consultants
6,600
-----------
4. Employee benefits
5. Adminstrative expenses
6. Travel
7. Fundraising
8. Capital expenses
9. OverheadMdirect (specify):
--------------------
2,500
--------------------
--------------------
PR/Mediarelations/Community Engagement _ 12,500
Marketing/Graphic design _ 9,900
Architectural Renderings _ 7,000
Misc.
National memberships 1,500
Audit
Tota/Expenses: $ 100,000
Knight Foundation Funds Only
Variance % Proposed
---- 122,000.
36,000
All non -Knight Funds
Actuals Variance %
$ 158,000
Knight Foundation Funds Only All non -Knight Funds
Actuals Variance % Proposed Actuals Variance
12,500
------------- 2,500 - --
------------- 5,000
------------------
36,000
14,875
12,725
5,000
4,000
7A00
$
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E - -
SECOND MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MIAMI AND
FLORIDA DEPARTMENT OF TRANSPORTATION
This Second Memorandum of Understanding ("MOU 2" or "Agreement") is entered into
on the 14 day of august , 2020 ("Effective Date"), by and between the STATE OF
FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida
("DEPARTMENT"), and the CITY OF MIAMI, a municipal corporation of the State of Florida
("CITY") (collectively, the DEPARTMENT and the CITY shall be referred to as the "Parties" and
individually as "Party").
RECITALS
A. The DEPARTMENT has jurisdiction over I-395 and is undertaking a project which
includes the development of a bridge over Biscayne Boulevard ("Signature Bridge"), community
enhancements located underneath I-395 (the "Underdeck"), and highway capacity improvements
that are intended to improve safety and mobility.
B. The Parties intend to create an active environment for the Underdeck, consistent
with the Parties' intended future agreement on a consensus conceptual plan ("Consensus Plan"),
which would represent the agreed -upon conceptual plan for the Underdeck as further defined
below.
C. The Parties entered into that certain Memorandum of Understanding, dated April
4, 2019 ("MOU 1") to specifically outline their expectations as to their respective roles and
responsibilities regarding the design, maintenance and operation of the Underdeck with the
DEPARTMENT's consideration of the CITY's design proposals.
D. Accordingly, on September 30, 2019, the CITY submitted to the DEPARTMENT
a preliminary concept plan for the Underdeck.
E. On October 31, 2019, the DEPARTMENT provided the CITY with comments on
the CITY's preliminary concept plan, including comments on the various aspects of the future
design, maintenance and operation of the Underdeck.
F. On April 3, 2020, the CITY provided the DEPARTMENT with a concept plan for
the Underdeck, dated March 31, 2020 and representing the CITY's proposed basis of design for
the Underdeck, attached hereto and incorporated herein by reference as Exhibit A (the "Underdeck
Concept Plan").
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DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E --- - - "
G. On April 30, 2020, the DEPARTMENT provided a response to the CITY's
Underdeck Concept Plan, including various design comments and additional requests for
information (the "DEPARTMENT's Additional Requests"), attached hereto and incorporated
herein by reference as Exhibit B.
H. On May 14, 2020, the CITY adopted Resolution No. R-20-0146
recommending the vacation of two roadway segments, and Resolution No. R-20-0147 authorizing
the City Manager to negotiate and execute a Roadway Transfer Agreement with the
DEPARTMENT and approving the Underdeck Concept Plan.
I. The Parties anticipate entering into subsequent agreements, further described
below, which will govern the Parties' respective roles and obligations concerning the Underdeck,
including, but not limited to, the design, maintenance, and operation of the Underdeck.
J. The Parties mutually agree that the Underdeck may be planned, designed,
constructed, and operated in a manner that allows for revenue -generating opportunities in order to
fund operations and maintenance of the Underdeck.
K. The Parties further agree that the CITY may engage a third party or multiple third
parties, whether private or public, to sublease, maintain, and enhance the Underdeck, or portions
thereof.
L. The Parties intend to work in good faith to develop a Consensus Plan, as defined
below, and a framework for the design, maintenance and operation of the Underdeck, in
accordance with the terms of this Agreement.
M. In furtherance of these goals, the Parties wish to enter into this MOU 2, the primary
purpose of which is to address the manner in which the Parties intend to proceed concerning the
design, maintenance and operation of the Underdeck.
NOW, THEREFORE, the Parties agree as follows:
I. The CITY's and DEPARTMENT's obligations:
The Parties intend to collaborate to reach a Consensus Plan based on the CITY's
Underdeck Concept Plan and the DEPARTMENT's Additional Requests, and in coordination with
the DEPARTMENT's Design -Build Team, the Consensus Plan shall be finalized on or before
September 1, 2020.
The CITY may issue a Request for Information ("RFI") to gauge interest from the private
market and to request input concerning the CITY's potential sublease of all, or portions of, the
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DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
Underdeck. Utilizing the information obtained through the RFI, and subject to the review and input
from the DEPARTMENT, the CITY may issue a Request for Proposals ("RFP") to select and
award a potential sublease to one or more successful proposers ("Proposer"). The CITY's goal is
that the Proposer will operate revenue -producing improvements which will offset all, or a
significant portion, of the Underdeck operations and maintenance expense.
Upon the completion of the CITY's RFP or by July 1st, 2021, whichever occurs first, the
parties shall execute, subject to City Commission approval, a Memorandum of Lease Agreement,
which the Parties will continue negotiating the terms thereof, outlining the CITY's obligation to
lease, maintain and operate the Underdeck by way of a Use and Occupancy Agreement ("Master
Lease"). Said Master Lease containing the parties' agreed terms will be submitted to the Federal
Highway Administration ("FHWA") for approval. The Master Lease shall also include
maintenance and operations commitments, and permissible land uses which shall be subject to
approval from the City as the local authority having zoning jurisdiction. The Parties' proposed
Master Lease shall, among other things, authorize the CITY to sublease all, or portions of, the
Underdeck to third parties. The Parties may negotiate, in a timely manner, such superseding and
additional agreements as are necessary to carry out the provisions of this MOU 2.
2. Term.
The term of this MOU 2 shall commence on the execution date and shall continue until
July 1st, 2021, unless otherwise earlier terminated as provided in this Agreement or extended by
the mutual consent of the Parties until such time the Agreement is terminated by either of the
Parties or supplanted by future agreement between the Parties (the "Term"). The Parties
understand that time is of the essence and, thus, intend to accomplish the goals of this MOU 2
expeditiously.
3. Consensus Plan.
The Parties intend to collaborate to reach a Consensus Plan based on the CITY's
Underdeck Concept Plan and the DEPARTMENT's Additional Requests, in coordination with the
DEPARTMENT's Design -Build Team, to be completed on or before September 1, 2020. The
Consensus Plan:
i. Shall integrate elements of the CITY's Underdeck Concept Plan with the
DEPARTMENT's plans for the Underdeck, adjacent roadways, and the
Signature Bridge project component designs specific to the Underdeck, to
Page 3 of 10
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
the extent the DEPARTMENT reasonably and in good faith deems such
integration feasible with the goal of incorporating as much of the CITY's
Underdeck Concept Plan as possible; and
ii. Will be designed in a mutually accepted and cost-efficient manner, and shall
not include any elements that would increase the cost of the Underdeck
development beyond the DEPARTMENT's approved budget.
4. CITY's Procurement Process.
The CITY, at its sole discretion, may undergo one procurement process to procure a
Proposer to enhance and sublease a portion or all of the Underdeck. Prior to the issuance of any
procurement solicitations, the DEPARTMENT shall provide the CITY with the DEPARTMENT's
commitment to contribute a certain specified amount for the operational costs of the Underdeck,
on or before September 1, 2020, ("Maintenance Contribution").
5. Final Design and Construction of Underdeck.
The DEPARTMENT shall be responsible, at its sole cost and expense, for the development
of the Signature Bridge and the Underdeck elements (as per the Consensus Plan). The Proposer
may propose enhancements to the Underdeck which will be reviewed by the CITY, the
DEPARTMENT, and FHWA, and if approved, may be installed at the Proposer's sole cost. The
CITY shall be responsible for the maintenance and operation of the Underdeck, as augmented by
the DEPARTMENT's Maintenance Contribution, and as may be subleased in whole or in part to
a Proposer, if applicable. The CITY's commitment to maintain and operate the Underdeck shall
be subject to the execution and approval of the various agreements provided below.
6. Execution of Agreements.
The Parties shall, subject to City Commission approval, enter into the following
agreements:
i) A Memorandum of Lease Agreement on or before July lst, 2 02 1.
ii) Memorandum of Sublease Agreement, or similar agreement, which the CITY may
enter into with a Proposer, subsequent to the Parties' execution of a Memorandum
of Lease Agreement. Any and all subleases entered into between the CITY and any
third parties shall be subject to the terms of the finalized and executed Master Lease
Agreement, and any other agreements entered into between the DEPARTMENT
Page 4 of 10
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
and CITY regarding the design, construction, operations, and maintenance of the
Underdeck.
7. Termination of MOU.
This Agreement may be terminated unilaterally and at any time by either of the Parties with
thirty (30) days' prior written notice. Upon termination by either party, the Parties shall no longer
have any obligations to each other under this MOU 2 or otherwise in furtherance of the Underdeck,
including, without limitation, that the CITY shall not be obligated to maintain or operate, or
provide any funds toward the maintenance or operation of, the Underdeck. Furthermore, in the
event that the DEPARTMENT does not proceed with the development of the pedestrian bridge
contemplated in the Underdeck Concept Plan, the roadway transfers provided pursuant to
Resolution Nos. R-20-0146 and R-20-0147 shall be null and void and shall revert back to the
CITY.
8. Point -of -Contact.
In connection with the matters addressed in this MOU 2, the FDOT I-395 Bridge Design
Project Manager, will serve as designated representative and "point person" for the
DEPARTMENT. The Director of the Department of Real Estate and Asset Management, or the
City Manager's designee, will serve as the designated representative and "point person" for the
CITY. All official communication about material issues related to the development of the
Underdeck must flow through the Design Project Manager and the Director of Real Estate and
Asset Management, with each of these designated representatives responsible for the further
dissemination of information to other members of their respective teams as they deem appropriate.
9. Force Majeure.
In the event that either Party hereto is prevented from fully and timely performing any of
its obligations hereunder due to acts of God, strikes or lock -outs, other industrial disturbances, acts
of the public enemy, laws, rules and regulations of governmental authorities, wars or warlike action
(whether actual, impending or expected, and whether de jure or de facto), arrest or other restraint
of government (civil or military), blockades, insurrections, acts of terrorists or vandals, riots,
epidemics, pandemics, landslides, sinkholes, lightning, hurricanes, storms, floods, washouts, fire
or other casualty, condemnation, civil commotion, explosion, breakage or accident to equipment
or machinery, any interruption of utilities, confiscation or seizure by any government or public
authority, accident, repairs or other matter or condition beyond the reasonable control of either
Page 5 of 10
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
party (collectively called "Force Majeure", financial inability to perform hereby expressly
excluded), such party, upon receipt of written notice provided to the other party within ten (10)
business days of the occurrence of a Force Majeure event, shall be relieved of the duty to perform
such obligation until such time as the Force Majeure has been alleviated; provided, that upon the
removal of the Force Majeure, the obligation prevented from being fulfilled will be automatically
reinstated without the necessity of any notice whatsoever.
10. Notices.
All notices under this MOU 2, including contracts, definitive agreements, etc. shall be in
writing and shall be deemed duly given (a) when delivered personally or by prepaid overnight
courier, with a record of receipt, (b) the third day after mailing if mailed by certified mail, return
receipt requested, (c) the day of transmission, if sent after regular business hours, provided that,
in either event, the completed transmission is electronically verified on the day of transmission or
the first day thereafter on which receipt can be verified, to the Parties at the following addresses
or telecopy numbers (or to such other address or telecopy number as a Party may have specified
by notice given to the other Party pursuant to this provision) or (d) when delivered via email, read
receipt and delivery receipt requested, to the addresses provided below:
To the DEPARTMENT:
Florida Department of Transportation
District Six
Attn: FDOT Design Project Manager
1000 NW 111 AVE
Room 6251
Miami, Florida 33172
Email: Auraliz.Benitez@dot. state.fl.us
To the CITY:
City Manager
City of Miami
444 SW 2 AVE
I Wh Floor
Miami, Florida 33130
Email: anoriega@miamigov.com
With copies to:
Director
Department of Real Estate and Asset Management
Page 6 of 10
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
City of Miami
444 SW 2 AVE
3rd Floor
Miami, Florida 33130
Email: DRotenberg@miamigov.com
City Attorney
Office of the City Attorney
City of Miami
444 SW 2 AVE
9d` Floor
Miami, Florida 33130
Email: VMendez@miamigov.com
11. Entire Memorandum.
Subject to the provisions of Section 7 above regarding termination, this MOU 2 constitutes
the entire agreement between the Parties, and may be amended or modified only in writing of the
same formality by this Agreement and, executed by each Party.
12. Due Authorization.
The Parties represent and warrant that the signatories below are duly authorized by the
Party each represents to enter into this MOU 2 on behalf of said Party, and by their signatures do
bind the Party they represent to the terms of this MOU 2.
13. Controlling Law.
This MOU 2 is governed by and shall be interpreted and enforced under the laws of the
State of Florida. Venue for any actions or suits arising from or related to this MOU 2 shall be in
the Circuit Courts of Miami -Dade County, Florida.
14. Severability.
If any term or provision of this MOU 2 or the application thereof to any Party shall to any
extent be invalid or unenforceable, the remainder of this MOU 2, or the application of such term
or provision to the Party other than that as to which it is invalid or unenforceable, shall not be
affected thereby.
15. Counterparts; Electronic Signatures.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf
and other electronic signatures to this Agreement shall have the same effect as original signatures.
Page 7 of 10
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
14 day of august , 2020.
FOR CITY:
ATTEST:
4'odd B. Hannon
City Clerk
CITY OF MIAMI, a municipal corporation
of the State of
By:
/ 1-1
Arthur Noriega
City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director Victoria Mendez
Risk Management Department City Attorney DDD
FOR DEPARTMENT:
FLORIDA DEPARTMENT OF TRANSPORTATION,
an agency of the State of Florida
DocuSigned by:
By: �aw�t,S UUD�t,
James Wolfe, P.E.
District Six, Secretary
APPROVED AS TO FORM CONTENT AND
LEGALIT DocuSigned by:
.gym a.
12CAFOE1B1D64BC...
By: Alicia Trujillo, District Six, Chief Counsel
For: Andrea Gonzalez
District Six, Assistant General Counsel
Page 8 of 10
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
Exhibit A
CITY's Underdeck Concept Plan
[Attached hereto and incorporated herein by reference]
Page 9 of 10
DocuSign Envelope ID: F6725C7B-6916-4BC6-9999-5B101C5AE46E
Exhibit B
DEPARTMENT'S Additional Requests
[Attached hereto and incorporated herein by reference]
Page 10 of 10