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HomeMy WebLinkAboutSEOPW-CRA-M-00-0125• 9 • 0 1 SUBGRANT AGREEMENT WITH RESPECT TO NATIONAL FOOD FRANCHISE SITE THIS AGREEMENT is made and entered into as of this day of 2000 by and between the SOUTHEAST OVERTOWN/PARKWEST REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida ("CRA") and ST. j014N COMMUNITY Da-mL0P2114T''"� TnCORPORATION GREATER MIAMI NEIGHBORHOODS. INC,, a Florida not -for -profit corporation " S T, MN" . Y 9 RECITALS A. CRA was created pursuant to the adoption of Ordinances 1677-82 and 11248-95 to prevent and eliminate slum and blight and promote affordable housing for residents of low and moderate income, including the elderly within the redevelopment area. B. CRA is eligible to reeei-ve finanei€ l assist ice %�•- '- -� -� � �� � _. T��;ear;���.:�::.::...:..���_,_,.:.;.:.,:..,_..: ("Funds") to under -take aetivities eligible for sueh assistanee undeF Title 1 of the City of Miami (City") for- agrant te— assist —with - eeen development and infrastructure aetivr es activites associated with the aevelopment of a national food franchise within the redevelopment area (the "Project") -,(a Prejee "c7-ni:d in sB®?w/C&&-. 0 0 -- 12 a MIATITAIN C. The CRA requires the services of a developer experienced in the planning, design and construction of commercial developments and evaluating the feasibility of commercial developments negotiating transactions to advise and assist the CRA in carrying out the Project. D. St.deha • E. GMN is an experienced not -for -profit commercial developer with extensive experience in planning, design and construction of commercial projects, evaluating feasibility of commercial projects and negotiating transactions. F. The CRA desires to make a subgr-ant grant of the funds to cam,t. de= n'e GMN and have St jooh „'s GMN oversee the planning, design and development of the Project pursuant to the terms and conditions of this Agreement and St—john's GMN is willing to accept ^ s••bg,.an the Funds gran and oversee the planning, design and construction of the Project as hereinafter set forth. SE®PW/ G O - 125 • 11 • NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency which is hereby acknowledged, the CRA and St:-dolrn'-s GMN hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are hereby incorporated by reference and made a part hereof. 3. GRANT. The CRA hereby agrees to make a subgrant r n in the amount of Ninety -Five Thousand and No/100 Dollars ($95,000.00) ("Sub,,., -ant! ' r n " available to St. dohn's. St. john is GMN. GMN agrees to utilize the Subgran Grant to purchase the property described on Exhibit "A" attached hereto and made a part hereof ("Property") for an amount not in excess of its appraised value of St. john's GMN will utilize its good faith efforts to enter into a purchase agreement to acquire the Property substantially in the form of Exhibit "B" attached hereto and made a part hereof (the "Purchase Agreement"). The CRA shall approve the Purchase Agreement and he price prior to GMN executing same In acquiring the Property, St. john GMN will comply with all e+�2iealsVf applicable federal, state and City of Miami guidelines and regulations with respect to utilization of the Subgrant, ineluding meet-pf3rate`a�i rbj--efer3ee and made a part hereof-. Grant. SEOPW/CM U - 5 • 5. DUE DILIGENCE. GMN shall be responsible for overseeing all aspects of the due diligence investigation of the Property, in 1 din without limitation, title examination, survey, environmental assessment, appraisal zoning review and utility availability. GMN shall provide the RA with a complete analysis of the Property together with copies of all of the reports or information obtained by GMN at least ten (10) days prior to the expiration of the inspection period under the Purchase Agreement. MN shall only purchase the Property if the CRA is satisfied with the status of the Property. 6. TITLE. GMN shall take title to the Property in the name of MN. GMN shall only utilize the Property for the development of the Pr oiect or as otherwise directed by the CRA. 7. REPURCHASE AGREEMENT. to To carry out the intent of the CRA to provide the owners of property to be redeveloped wAh within the redevelopment area the right to repurchase same, S*,—john's GMN and the owner of the Property shall enter into a repurchase agreement ("Repurchase Agreement") in form and substance acceptable. to the CRA. The Repurchase Agreement shall provide that the owner of the Property shall have the right to repurchase the Property from St. dohn GM , seven (7) years from the date that St-john GMN acquires title to the Property for an appraised • alue based upon MAIA ^2 appr- amount equal to the greater of (a) the appraised value of the Property 0 based upon an MAI appraisal prepared by an appraiser on the City of Gu- -25 SE®PW/M. • • 0 Miami's approved list who is virtually acceptable to GMN and the Seller: r (b) 125% of the original purchase price. In the event the owner of the Property neglects to exercise the Repurchase Option, the owner will acquire title to the Property subject to the rights of the tenant under the Lease, as hereinafter. defined. 8. FAILURE TO ACQUIRE THE: PROPERTY. In the event that St. dehn GMN, despite its good faith efforts, is unable to acquire the Property within six (6) months from the date of this Agreement, this Agreement shall terminate and be of no further force and effect. 9. FUNDING OF SUBGu NT GRANT. Funds under the Subgrant Grant shall be made available to St. john GMN to pay for the deposit required under the Lease Purchase Agreement and to pay all costs and expenses incurred by St-john GMN in acquiring the Property. In the event that St. john GMN does not acquire the Property for any reason whatsoever, St. dehn GMN shall return to the CRA all SubgEant funds not previously expended to acquire the Property. 10. REQUEST FOR QUALIFICATIONS FOR FOOD FRANCHISE. St. dew GMN covenants and agrees to administer -the proe�s assistthe CRA in the development of a request for ,amalifigations (the "RF for the selection of a developer for the Project and to assist the CRA in the administration of the selection process to select a developer (the "Developer") to lease the Property from St.john GMN and develop the Project. St •john shall issue a request for qualifieations in the form of Exhibit attae The RFQ shall be in form and substance acceplable to the CRA. The Developer -.St -.John shall form be selected by a development committee consisting of five (5) members to seleet the Developer pursuant to the terms of the RFQ (the "Selection Committee"). The Selection Committee shall consist of five (5) members, two appointed by the CRA, one of which shall be a private businessman (residing in the redevelopment area), one (1) shall be appointed by the City Manager of the City of Manager- Miami, one (1) shall be appointed by the County Manager of Miami - Dade County and one (1) shall be appointed by St. johGMN. One of the representatives appointed by the CRA shall serve as chairman of the committee. 11. NEGOTIATION OF LEASE. St. john GM N shall be responsible for negotiating a ground lease (a "Lease") with the successful respondent to the RFQ on terms and conditions acceptable to the CRA. The Lease will be for an initial term of twenty (20) years with two (2) options to renew each for an additional term of ten (10), .years. The Lease shall be in the form of substance acceptable to the CRA. 12. ADDITIONAL GRANT. The CRA shall beeemesubject to approval of the Board of Directors of the CRA sal and availability of Funds, seek to obtain an additional grant in the amount of Two Hundred Fifty Thousand •) and No/100 Dollars ($250,000.00)- the "Supplemental Grant' to .provide SEOPW/CRA assistance to the Developer in connection with the design and construction of the Project including, without limitation, the demolition of the existing improvements located on the Property, should the Developer desire not to utilize same in connection with the Project. The Supplement Grant shall be subject to such terms and conditions as the CRA Board of Directors may impose in connection with the approval of the AdditAenal Supplemental Grant in diti6n tee e AS 13. OBLIGATIONS OF STjOHNr St john GAM GM N covenants and agrees to: (1) Utilize its good faith efforts to acquire the Property in 0 accordance with the Purchase Agreement here. (2) Comply with all federal, state and local rules and regulations with respect to the use of the Subgrant r n . (3) Utilize its good faith efforts to implement the RFQ for and at all times maintain an adequate staff of qualified employees and/or sub - consultants for the performance of the services contemplated by this Agreement. (4) Cooperate fully with the CRA in implementing the terms and provisions of this Agreement. (5) Reports the status of the work performed by St Jobn 0 1 GM N and the terms and conditions of this Agreement to the CRA by request or as required by this Agreement, and maintain all notes, tests, studies and reports relating to the services provided by St— ohn GM N pursuant to the terms of this Agreement for inspection by the CRA at all times during the terms hereof. (6) Promptly deliver to the CRA copies of all minutes of all relevant meetings relating to this Agreement with St. Tie -Presider -ram where GMN is present. (7) Provide progress reports to the Executive Director of the CRA and coordinate meeting with CRA. (8) Prepare the form of lease to be entered into between St. job GM N and the Developer, which lease will be submitted to the CRA for 0 approval. .(9) Negotiate the Lease between the Developer and St John GM N which lease will be on the terms and conditions acceptable to the CRA. (10) Oversee the development of the Project pursuant to the terms and provisions of the RFQ and the Lease. CONFLICT OF INTEREST. 2. Srd014-N SEOPWI CRA _ a • • G. GM N covenants that it will not provide or propose to provide services to the CRA in connection with any work with respect to which any person under its employ who exercises any functions or responsibilities in connection with this Agreement has any direct or indirect personal financial interest. Any such interests on the part of SrdOHN GM N or its employees must be disclosed in writing to CRA. • I. GMN is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws with respect to this Agreement. J. SrdOiN K. GM N will 'not participate in any new business or commercial venture within the redevelopment area without the prior approval of the CRA during the term of this Agreement. 1. OWNERSHIP OF DOCUMENTS. All reports, tests, studies, drawings, _plans, specifications, survey information maps, computer media, and other data developed by ST.. j014 l GM N for the purpose of this Agreement shall become the -property of the CRA without restriction or limitation upon use and shall SEOPWI 0 ®- • • • be made available by ST. jQ14N GMN at any time upon request of the CRA. When any work contemplated under this Agreement is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the CRA. Any reuse of the documents by the CRA for purposes other than what such documents were intended for shall be at the sole risk of the CRA. ► I ► • ► . ► \ ► • ► • MOM M 1 I ► > > PlaRS, > 3. AWARD OF AGREEMENT. GMN warrants that it has not employed or retained any company or person to solicit or secure this Agreement, SEOM 0 0 - • • • that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other consideration contingent upon or resulting from the award or making of this Agreement. GM N also warrants that to the best of its knowledge and belief no Member of the Board of Directors of the CRA or other officer or employee of the CRA is interested directly or indirectly in the profits or emoluments of this Agreement. 15. SUBCONSULTANTS. 16. pT. j0IN L. GMN may retain subconsultants to assist it, where necessary to provide the services contemplated by this Agreement provided it first obtains the prior written approval of the CRA. The reasons for hiring subconsultants or for the replacement of the subconsultants shall be detailed in ST Tn� GMN's written request for CRA's consent. N. GM N shall be responsible for all the work of its organization, employees and its subconsultants. Nothing contained in this Agreement shall create any contractual relationship between any of the subconsultants working for ST-oT-^vTHN GM N and the CRA. SrjOHN GM N agrees and understands that it is in no way relieved of any responsibility under the terms '(a _ SEOPWI� ` 0 J • • 0 of this Agreement by virtue of any other professional who may associate with it in performing the work. 1. ENTIRE AGREEMENT. This Agreement represents the entire and integrated agreement between the CRA and ST. jOHN GM N and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument executed by CRA and ST-. jOHN GMN. 2. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns. At the request of the CRAGMN still assign its rights under this Agreement to another not -for -profit corporation. 3. RIGHT TO AUDIT. The CRA reserves the right to audit records of ST. j014 GM N pertaining to this Agreement anytime during the term hereof, and for a period of three (3) years after final payment is made under this Agreement. 4. INSURANCE. During the term of this Agreement, S'T .. jQ14-N GM N shall maintain the following insurance coverages: O. Liability insurance in an amount not less than $500,000. The CRA shall be named as an additional insured and there shall be no exclusions in such policy to override the CRA coverage. P. Automobile Liability Coverage in an amount not less • and Property Damage than $300,000 for each driver Bodily Injury a ope y e combined. g Q. Worker's Compensation and Employer's Liability coverage in accordance with statutory requirements. ra GM N shall furnish certificates of insurance to the CRA prior to the commencement of any work under this Agreement, which shall clearly indicate that ST. iQ14 l GM N has obtained insurance in the type, amount and classification as required for strict compliance with this Section and that no material change or cancellation of the insurance shall be effective without the thirty (30) days written 0 notice of the CRA. • Compliance with the foregoing requirements shall not relieve ST. iO14N GMN of its liability and obligations under any portion of this Agreement. 1. RIGHT OF DECISIONS. All services shall be performed by STL. GM N to the satisfaction of the Executive Director- of the CRA who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, . and the character, quality, amount, and value thereof, and the Executive Director's decisions upon all claims, questions of fact, and disputes shall cu SEOPW/CRK • • U be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that ST-jOHN GM N does not concur in the judgment of the Executive Director as to any decision made by him or her, STGM N shall present its written objections to the Board of Directors of the CRA for a determination. 21. NON-DISCRIMINATION. ST—ig GM N shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, handicap or marital status. ST. 14-N GM N shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, age, national origin, handicap or marital status. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Sr GM N agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the personnel officer setting forth the provisions of this Equal opportunity Clause. 22. CONSTRUCTION OF AGREEMENT. The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. sE®PWI CR&Goa 1- 2 5 • • • 23. INDEPENDENT ST. TAN. ST. j014N MN and its employees and agents and any subconsultants and their employees and agents, shall be deemed to be independent contractors and not agents or employees of the CRA; and shall not attain any rights or benefits generally afforded employees; further they shall not be deemed entitled to Florida workers' Compensation benefits as. employees of the CRA. 24. NON -ELIGIBILITY. It is understood and agreed that the obligations undertaken by ST. j014 I GMN pursuant to this Agreement shall not be delegated or assigned to any other person or firm without the CRA's prior written consent, which may be withheld at CRA's sole discretion. 25. DEFAULT PROVISION. In the event that ST. j014N GM N shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then the CRA, in addition to all other remedies available by law, at its sole option, upon written notice to S'''. GM N may cancel and terminate this Agreement, and all payments, advances or other compensation paid to ST.. Tv 4 GM N by CRA while ST.j0nN GM N was in default of the provisions herein contained, shall be forthwith returned to CRA. 26. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for program SEOP�I/CRA 0 0 — 19 activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 27. INDEMNIFICATION. S'r.dQ_T_=T_-N GM N covenants and agrees that it will indemnify and hold harmless the CRA, its officers, agents and employees from any and all claims, losses, damages, costs, charges or expenses arising out of or in connection with the negligent acts, actions, or omissions of ST. i014N GMN or any of its officers, agents, employees or subconsultants, whether direct or indirect, provided, however, that ST.i014N GMN shall not be liable under this Section for damages or injury arising out -of or directly caused by or resulting from the sole negligence of the CRA or any of its agents, officers or employees. The indemnity provided herein is not limited by reason of any particular insurance coverage in this 0 Agreement. 28. NOTICES. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CRA. Sr .GMN: Executive Director Way, Suite 430 Miami, Florida 33131 (305) 579-3324 ST. i014N Community Development Corporation 1324 3000 N.W. 34 12th Avenue Miami, Florida 3343E 33128 Attn: David Day SEOPW/CRA JL6 (305) 372-0682 9 1. AMENDMENTS. No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 2. MISCELLANEOUS PROVISIONS. S. Title and paragraph headings are for convenient reference and are not a part of this Agreement. T. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. tU. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. V. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. SEOPW/ n - IN WITNESS WHEREOF, the parties hereto have, through their proper 0 corporate officials, executed this Agreement, the day and year first above set forth. • is CORPORATION GREATER MIAMI NEIGHBORHOODS, INC., a Florida not - ATTEST: for -profit corporation Corporate Secretary By: APPROVED AS TO FORM AND CORRECTNESS: SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida By: Name: Title: Executive Drect:,r swpw/ ' 0 0 — 125 L` Holland & Knight, LLP CRA Counsel MIA1 #984111 N4 y2 • This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the differences between - original document : H:\MIA1\WBLOOM\222222\22222\_11F01_.DOC and revised document: H:\MIAl\WBLOOM\222222\22222\ 11F02 .DOC CompareRite found 113 change(s) in the text CompareRite found 0 change(s) in the notes Deletions appear as Overstrike text Additions appear as Bold+Dbl Underline text • I f"