Loading...
HomeMy WebLinkAboutR-85-0195J-85-111 FLORIDA: RESOLUTION NO. SSG4 Ora, A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE ON BEHALF OF THE CITY THE ATTACHED GRANT AGREEMENT AS AMENDED, WITH THE UNITED STATES DEPARTMENT OF HOUSING & URBAN DEVELOP- MENT, FOR AN URBAN DEVELOPMTNT,ACTION GRANT (UDAG) WHICH WILL PROVIDE $6,012,854 FOR THE CITY OF MIAMI IN THE FORM OF A GRANT FOR REDEVELOPMENT OF BAYFRONT PARK; FURTHER AUTHORIZING THE CITY MANAGER TO ACCEPT THE URBAN DEVELOPMENT ACTION GRANT. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, Section 1. The City Manager is hereby authorized to execute on behalf of the City an amended Grant Agreement, in substantially the form attached, with the United States Depart- ment of Housing & Urban Development for an Urban Development Action Grant (UDAG) in the amount of $6,012,854, to provide the City of Miami with a Grant in like amount for redevelopment of Bayfront Park. Section 2. The City Manager, as chief administrative officer for the City of Miami, is hereby authorized to execute all necessary documents for the acceptance of said Urban Develop- ment Action Grant. PASSED AND ADOPTED this 28 day of February , 1985. 7TEST: RALPH G. ONGIE CITY CLERK PREPARED AND APPROVED BY: /1y '03'002� a 14W4 CH ISTPPHER KO GE ASSISTANT CITY ATTORNEY MAURICE A. FERRE MAURICE A. FERRE Mayor APPROVED AS 20 FO CITY ATTORNEY CORRECTNESS: CITY COMMISSION MEETING OF 1 P_j 32 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO Randolph B. Rosencrantz City Manager 14 FROM Frank Castaneda, Director Community Development 40 ON DATE: February 1, 1985 FILE: SUBJECT: UDAG Grant - City Commission Agenda, February 14, 1985 REFERENCES: Bayfront Park Redevelopment/ Bayside Specialty Center ENCLOSURES: It is recommended that the City Commission approve the attached Ordinance and Resolution, appro- priating the sum of $6,012,854, and authorizing the City Manager to execute on behalf of the City the attached Grant Agreement as amended, with the United States Department of Housing & Urban Development for an Urban Devel- opment Action Grant (UDAG) which will provide $6,012,854 to the City of Miami for redevelopment of Bay - front Park, and authorizing the City Manager to accept the UDAG and execute an agreement with the developer of Bayside Specialty Cen- ter - Bayside Center Limited Partnership, based on the term of the Grant. This project entails two components: 1. The Bayside Specialty Center component with private funds, whereby Bayside Center Limited Partnership is the developer, and includes: 1. The north pavilion, with 84,996 square feet of leasable area on two levels adjacent to a new parking garage with specialty retail shops, pedestrian street, cafes and restaurants. Also a market square - 44,000 square feet of open plaza with 16,000 square feet of leasable space to include a flower market, produce market and other market carts and kiosks. The south pavilion - 82,636 square feet of leasable area on a, 0 Randolph B. Rosencrantz February 1, 1985 page 2 two levels with prepared food, market food and specialty shops. The Reflec- tion Restaurant, with 35,000 square feet of rehabilitated restaurant space. Pier Park, comprising 15,000 square feet of restaurant space and a new marina facilities pavilion. A structure park- ing facility - 420,000 square foot park- ing garage with space for 1,200 cars. 2. Bayfront Park Redevelopment component, of which the City is the Developer, and where the UDAG Grant will be used, includes: A 10,000-seat capacity outdoor amphi- theater with 3,000 covered seats and stage facilities, back stage and management facilities, tour bus parking, a sculptural light tower, a retail faci- lity, and 20 acres of general park improvements. Bayfront Park Redevelopment/Bayside Specialty Center was approved by the City Commission on July 31, 1984. The application received preliminary approval by U.S. Department of Housing & Urban Develop- ment on October 4, 1984. The Bayside Specialty Center developer and the City of Miami staff are in agreement with the terms of the contract, as amended; the U.S. Department of Housing & Urban Development has to approve it. It is recommended that the City Commission approve the attached ordinance and resolution authorizing acceptance of the Grant and appropriation of federal funds in order that this important project to the downtown area may proceed. , �1/cr encl. r J-85-111 FLORIDA: RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE ON BEHALF OF THE CITY THE ATTACHED GRANT AGREEMENT AS AMENDED, WITH THE UNITED STATES DEPARTMENT OF HOUSING & URBAN DEVELOP- MENT, FOR AN URBAN DEVELOPMENT ACTION GRANT (UDAG) WHICH WILL PROVIDE $6,012,854 FOR THE CITY OF MIAMI IN THE FORM OF A GRANT FOR REDEVELOPMENT OF BAYFRONT PARK; FURTHER AUTHORIZING THE CITY MANAGER TO ACCEPT THE URBAN DEVELOPMENT ACTION GRANT. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, Section 1. The City Manager is hereby authorized to execute on behalf of the City an amended Grant Agreement, in substantially the form attached, with the United States Depart- ment of Housing & Urban Development for an Urban Development Action Grant (UDAG) in the amount of $6,012,854, to provide the City of Miami with a Grant in like amount for redevelopment of Bayfront Park. Section 2. The City Manager, as chief administrative officer for the City of Miami, is hereby authorized to execute all necessary documents for the acceptance of said Urban Develop- . ment Action Grant. PASSED AND ADOPTED this day of ATTEST: MAURICE A. FERRE Mayor RALPH G. ONGIE CITY CLERK PREPARED AND APPROVED BY: APPROVED AS a, v- d 2.'a 1,& ?" - — 4 CHRISTp HER KO GE 417 LUC ASSISTANT CITY ATTORNEY . 1985. CORRECTNESS: +aa as • ✓ v v vaaaa a� CITY ATTORNEY L� �. � VE A.K.MT OF HOIJS121G A D URBAN DEVMPTMIT 'iS A2ii SW'F-X.A7kY FOR CO"m atITY PL ZvMG A10 Di► 'uO Ovt1T Office of Urban Devdkopoent Action Grants r t C• r'/51;r ti' Urban Development Action Grant ' Under Section 119 of the Ebusirg and Comwaniq Development Act of 1974 (Public Leo' 93-383, as Amended) C2 Ease of Recipient: UDAG Grant Number: Miami, Florida (Bayside Specialty Center) B-85-AA-12-0071 Address of Recipient: Preliminary Apprcval Date: Honorable Maurice A. Ferre Mayor of Miami October 4, 1984 3500 Pan American Drive Miami, Florida 33133 C176/C182 Amount of Great: $6,012,854 MAD OPPICB Um ONLY C183 Reviewer: Wulff C520 Draft 7�pist: Lipiner C180 obligation Date DEC 2 0 1984 C510 Draft Attorney: Goodman , C202 First IBC Due Date: 6/15/85 C203 LBC Code S ih, Single) X _ M ltiple) '' 77 HUD Sign Date _ o) n_m ' DATA SYS'MC USE OW C181 Amber of Transactions: C198 Construction Jobs: C196 Retained Jobs: C190 Nev'Permanent Jobs: 10217 r' C191 to/Mod New Permanent Jobs:486 092 CF:A Qualified New Ferment Jobs; 243 3 C193 Minority New Perm Jobs: 609 . C174 Private Investment: S 75, 000, 000 C172 Other Public Investment: S 5 # 200, 000 Cc=encement D"ate CoQrletion Date Tangy Acquisition C452 . ' Construction C462 5 3 85 ' e Capitsi Iku'pen` C472 ow -N Other Aesivit , 16 A' DErAR:I`;: OF HOUSING AXD UMAN DEVRL4Pt IT -1S AI i Xr-Z.AnY FOR CO"iV ITY P1XZTVG A2"D DE►'ELOP;MIT Office of Urban DevAlopnent Action Grants V D A G GUM AGFaoo?T Urbe.-. Development Action Grant Under Section 119 of the Rousing and Co==i q Development Act of 1974 - (Putlic Lo 93-383, as Amended) C2 Rare of Recipient: MAG Grant Number: Miami, Florida (Bayside Specialty Center) 8-85-AA-12-0071 Address of Recipient: Prelimin&U Approval Date: Honorable Maurice A. Ferre Mayor of Miami October 4, 1984 3500 Pan American Drive Miami, Florida 33133 r, C176/C182 Am unt of Grant: $6,012,854 WAG OPFICS us Doz C183 Reviewer: Wulff C510 Draft AttorneP: Goodman , C520 Draft Typist: Lipiner CM First 1BC Due Date: 6/15_/85 C180 Obligation Date DEC 2 C 19B4 C203 LBC Code M lSiar gae)Vzipl'- x -..._ Sip Date mp ? n iam� DATA SYb� USE CWZ C181 lh=ber of Transactions: 1 r C198 Construction Jobs: C196 Retained Jobs: - C190 New'Permanent Jobs: 1.217 f C191 to/Mod New Permanent Jobs:486 C192 CE:A Qualified New Permanent Jobs:_ C193 Minority New Perm Jobs: 6609 . . C174 Private Investment: S 7 5, 0 0 0, 0 0 0 C172 Other Public Investment: 5 5, 200, 000 Co=encement Daie Coerletion Date 1=4. Acquisition C452 C458.....1...L.,�. Construction C462 5/3Y 85 C46810 3 B6 Capital rquipcent C472 C4?D Other Acsivity +1824S '�; * 0 77-BLL OF COty ID41S GCAC; CkA14T ACRE;LF;EhI IMMLUMCM Preamble Recitals ARTICLE I - GEtlERAL PPDVISIO14S Section 1.0Z Contents of Agreement Section 1.02 Exhibits Incorporated Section 1.03 General Definitions ` r= ARTICLE II - AFMVIT AM, AUTi'.ORIZED USES OF GRANT MISS w Section 2.01 Grant Assistance Provided xu Section 2.02 Authorized Uses of Crant Funds Section 2.03 Ad ustc,ents to Grant Funds Section 2.04 Recipient's Lse of Program Inccme AI%"&ICLL III - CISEbRSE2?,UJT• GF' GRAI T EL74DS Page 2 2 . �. 2 M. Section 3.01 Letter of Credit Procedures Section 3.02 Incurring Costs for Project Act -hies Section 3.03 Authorization by the Secretary fcr the Pecipient to Draw Grant Funds ,,. AMILLL IV - CC?PLIAP.CE WIT'Fs FEr.EPAL PLLES AND ULAG REGUTAT'IONS SEctirn 4.01 : Delegation and Acceptance of Responsibilities Under Federal Rules Section 4.02 Compliance with MAG Regulations ARTICLE V - REPRESE2,71ATIONS, FARRANMES AND SPECIFIC OKIGATIONS Section 5.01 Recipient's Representations and Warranties , Section 5.02 Obligation to Complete Recipient Activities As Scheduled Section 5..03 -Cbligation to Achieve Projected Jobs Section 5.04 Obligat:on to Cure title Defects Section 5.05 Lotification and Action Upon Default AKiIC12 VI - I14SPECTIC4 AND REVIM " Section 6.01 Duty to t.aintain, and Rights to Inspect and Copy, books, Records and Documents Section 6.02 Site visits Section 6.03 Duration of Inspection Rights Section 6.04 reports no AMLL.L VII - LLkALMS AI4L Ri1.1CILS Section 7.01 refaults Section 7.02 Ruedies Upon Default AMITCLS VIII - CLiuIPICATIOt.S EY RECIPIMol. :.et:tien 8.01 Certifications Ltun Lraw of bunds Sc:ctiun 8.02 Certification After Completion or' All Recipient Activities Section 8.03 Certification After Completion of All Non -Recipient Activities Devised (A 1 i Page 3 4 4 4 Fage 5 6 Face 7 7 Page 7 8 8 9 9• Pace 9 9 9 S lace 10 10 Mae 10 11 TAE.LL OF CONTEMS - Continued AM ICLL IX - : EMI RL PAM Y COMPACT PECUI PX14 NIS Section 9.01 Section 9.02 Section 9.03 Section 9.04 Section 9.05 Section 9.06 Section 9.07 Section 9.08 Section 9.09 Section 9.10 Section 9.11 Section 9.12 Section 9.13 Section 9.14 Escrow of Program Inca* Progtarr. Incane Applied to Costs Program Income for title I Activities Assurance of Governmental Approvals Completion of Project Assurances of Projected Jobs Paintaining Records and Right to Inspect Access to Project No Assignment or Succession Secretary Approval of Amendments L•isclaimer of Relationships Limitation of Recipient Liability for Project Activities Conflict of Interest 'project Signs AIrLICLL X - EVIDELTIAM MATERIALS Section 10.01 Section 10.02 Section 10.03 Section 10.04 Section 10.05 Section 10.06 Section 10.07 Section 1C.08 Section 10.09 Section 10.10 Cr mitments of Participating Parties - General Ebrn of Documentary Lvidence - General Opinions of Recipient's Counsel Evidence of Contracts - Elorm Evidence of Loan Comm, itments - Ebrm Evidence of Loans - Ebrm Evidence of Liquid Assets - Fbrm Evidence of Finances Satisfactory to Counsel - Flom Anti -Speculation Provisions - Sale of Real Property Lvidence of Title to Real Property - Ebrm AMLICLE XI - MISCELLMLOL5 Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Section 11.08 Section 11.09 Section 11.10 Section 11.11 Section 11.12 Section 11.13 Section 11.14 Section 11.15 LXI.ILIT A LX4.ILrl L LY.!•IEI L C I XK EIIi L LM ILII L UMIT F lev iscxl 6/81 Notices Assignment Successors Bound Rear►edies Not Impaired Cumulative Pa.-.ed ies Severability .Entire Agreement Execution in Counterparts fable of Contents; 'Titles and Headings Amendment of this Grant Agreement Cisclaimer of Relationships Governing Law waiver by Secretary Effective Cate Termination of Crant Agreement SCPECULE OF EM ILIIS SLFPLEAI.N"IARY PROVISIC S LISCRIniai OF F.EcIPIEm. ACTIVITIES MCRIMION OF' IdCN-rJJ.:IPIEvT AVIIV•IZIES HOJLC/r ELLCL: - bWiARY OF PmRsEC waxilU S h! (.UIFLU LVILLFMARY MILRIALS HSau EC7 PERFMANCE SC.I;I MLL ii kNe 11 11 11 12 12 12 12 12 12 13 13 13 13 13 13 14 14 14 14 15 15 16 17 17 17 17 17 17 18 18 18 1, 18 is 18 18 19 kNe 11 11 11 12 12 12 12 12 12 13 13 13 13 13 13 14 14 14 14 15 15 16 17 17 17 17 17 17 18 18 18 1, 18 is 18 18 19 t A PREAMBLE IIJS CRMT A(RLEMU41- is made and entered into by and between TIT SF'C L ARl CF MUSIM. ANL UPEAN CEVEIAMINT, acting by and through the Assistant Secretary for Community Planning and Development# as representative of the Mited States of America, and the RDCIPIE2r^:. RLCITALS 111E: RLCIPIE2ri- has applied to the Secretary for grant assistance under the UGAG Program to undertake activities which are consistent with the provisions of Section 119 of the Act and the WAG Regulations; and III SLCRLUF.'c, in reliance upon the representations set forth in tt,e .4pplication, has approved the award of grant funds to the Recipient, to be expendea by the Recipient in conformity with the requirements and provisions of this Crant Agreement; IN CIISIL•ERA71ON of the mutual promises and covenants contained in this Crant Agreement, the Secretary and the Fecipient agree as follows: Revised 6/8 1 1 AP71CLE I GE2&PAL MOVISI0l1S Section 1.01 Contents of Agreement This agreement shall consist of this Grant Agreement and the Application, as may, front time to time, be amended. Section 1.02 Cxhibits Incorporated All exhibits which are referred to in this Grant Agreement and are attached hereto dre incorporated herein and made a part hereof. Section 1.03 General Definitions -Lnless specifically provided otherwise or the context otherwise requires, c:hcri uses in this Grant Agreement: (1) "Act" means the housing and Cartmunity Development Act of 1974, Pub. L. ho. 93-383, as amended. (2) "Application" means the Application For Federal Assistance, and such other sutrtittals, as are specified in Exhibit A of this Grant Agreement. (3) "Default" means any default set forth in subsection (a) of Section 741 of this Grant Agreement. (4) "Eligible Costs" means costs for the activities specifiers in Exhibits L and C of this Grant Agreement for which grant funds are budgeted as specified in Exhibit G of this Crant Agreement, provided that such costs (i) are not incurred in connection with any activity which, under 24 C.F.R. Part 570, as may be from time to time amended, are ineligible under the GLAG Proaram, and (ii) conform to the requirements of Attachment B to Federal hanagenent Circular 74-4 (Cost Principles Applicable to Grants and Contracts with State and Local Coverrurent) , as may be from time to time amended. Ebr purFosips of determining the conformity of costs to said Attachment E, all costs set forth in Section C thereof except for "prearrangement costs" and "proposal costs" (which are eligible only to the extent authorized in Section 570.454 of 24. C.E.F. Part 570) may be considered eligible without prior approval of the r ^^rctary r (5) "fnvironriental Conditions" means the conditions ir.;rsf d by law, particularly 24 C.F.R. Part 58, and the provisions of this Grant Agreement which prohicit or limit the ccr:raitrrent and use of grant funds until certain procedural V. requirements have Leen ca;pleted. (b) "Environmental Requirements" means the requirements described NI E in 24 C. F . P.. Part 58. (7) "Ehvirorminntal Studies" means all eligible activities necessary to Frcduce an "environmental uocut.ent", as that term is defined at Section 1508.10 of 40 C.F.P. Part 1506, or to comply with the requirements of 24 C.F.R. Fart 58. (8) "grant Funds" .:leans those funds to be provided by WE to recipient pursuant to the terras of this Crant kjreement, as specified in Exhibit A of this Crant agreement. (9) "i rIl means the United States Department of dousing and UrLksn Development. (10) "Letter of CrWit" r:eans tl,e letter of credit to be issued or amended by tl,e Eepartment of the Treasury pursuant to :section 3.01 of this Crant hgreement. Revised 6/81 2 i� y rt i t ' .Tp+ • • td i • , (11) "Non -Recipient Activities" means those activities of the Project to Le carried out by Participating Parties, other than the Recipient or an agent or agency of the Recipient, which activities are described in Cxhibit C of this 3"yw 4,as, Grant Agreement, .. .: (12) "Participating Party" means any person, firm, corporation or entity identified as such in Exhibit A of this Grant Agreement. Identification s� as a 111urticipating Party" signifies that the Secretary, in selecting the Recipient for the award of this grant, relied in material part upon a representation that the party so identified will complete a specified portion of the Project or a specific activity necessary for the completion of the Project. (13) nProgram Incase" means the UCAG percentage of: (i) any income earn by iecipient, or an anent or agency of Recipient, from the disposition of real or personal property acquired in whole or in part with grant funds; (ii)•the repayment proceeds (including principal and interest) of any loan made in whole or in Fart with grant funds; (iii) any other revenues defined as program income in 24 C.P.F.. f-art 570, Subpart J, and (iv) any incase from an activity where it is specifically declared in ExhiLit.A of this Grant Agreement that the income from such activity shall be deemed to be Program Income. The "ULAG percentage" means an amount computed, by applying the percentage of participation of grant funds in the total cost of acquisition of property, in the total amount of a loan, or in the total cost of an activity, to the income from the disposition of such property, the total repayment proceeds of such loan, or the income from such activity. 1. (14) "Pockets of u-YQrty Project" mclans a Project approved based on an �► apr1ication suhmitted and approved pursuant to Section 119(b)(2) of the Act. (15) "Project" means the activities described in the Application and r in Exhibits F, C and D of this Grant Agreement which are to be carried out to meet the oLDectives of the LZAG Program. (16) "recipient" means the local governmental entity receiving grant funds pursuant to this Grant Agreement, as more particularly identified on the cover page of this Crant Agreement. } (17) "Fecipient Activities" means those activities of•the Project to _ be carried out by the Recipient, or an agent or agency of the Recipient, which' ,'..4 activities are described in Exhibit E of this Grant Agreement. (18) "Secretary" means the Secretary of bousint and Urban L:iveloprent_ _ cr any other ofticial c:: LUD to whor, the Secretary has del _gated authority to act with respect to matters covered by this Crant Agreement. x (19) "LIAC Program" means the Urban Development Action Grant Program established by Iu r pursuant to Section 119 of the Act. (20) "MAC Regulations" means the regulations set forth in 24 C. F. Re. ,; ,, Fart 570, Subpart G, as the same ray, from time to time, be amended. , ARTICLE II AhCL1.1 AlgV AU1i•.GkI2br USES OF C W-1T FMIDS Section 2.01 (rant Assistance Provided In consideration of the various obligations undertaken by the Fecipient pursuant to this Grant h reement, ana in consideration of the obligations to be urxlertaken by Participating I-arties, as represented by the Recipient in the Application, the Secretary agrees, subject to the terms at d conditions set forth herein, to provide the Recipient with grant funds in the amount specified in Lxhibit A of this Crant Agreement. A. Revised 6/81 3 1 Section 2.02 Authorized Uses of Crant Funds the grant funds provided to the Recipient pursuant to this Grant Agreement shall be used only for the specific purposes described in Exhibits S and C of this Grant Agreement and in the amounts budgeted in Exhibit D of this Grant Agreement, subject to the project amendments provisions of the UGAG Regulations. Section 2.03 Adjustments to Crant Funds The amount of grant funds which the Secretary has agreed to provide to the Recipient under this Grant Agreement has been determined by the Secretary in reliance upon the cost estimates of the Recipient with respect to the activities set forth in the, Application and the investment oomnitments of Participating Parties. The Secretary reserves the right to reduce the grant amount (i) to conform to , any revision to which the Recipient and the Secretary may agree with respect to Exhibits Be C or C of this Grant Agreement, (ii) if the actual costs for activities are lower than those set forth in Exhibits Be C or G of this Grant Agreement, or'(iii) if the investment by Participating Parties is less than the amounts specified in Exhibits Be Cr D or E of this Grant Agreement. Section 2.04 Recipient's Use of Program Income (a) In order to provide funds to assure completion of the Recipient Activities, the Secretary shall have the right to require all Program Income received by the Recipient, or by any Participating Party, prior to the campletion of all Recipient Activities, to be deposited in escrow under arrangements approved by the Secretary. The Secretary may exercise said right either by specifying such rectuirement'in Exhibit A of this Grant Agreement or by separate written instructions to the Recipient delivered at any time prior to the oarrpletion of all Recipient Activities and the draw of grant funds to pay costs incurred for such activities. (b) Unless otherwise specifically stated in Exhibit A of this Crant Agreement, all Program Income which is received by the Recipient or any Participating Party, prior to completion of all Recipient Activities shall be used Prior to, and in place of, any draw under the Letter of Credit to the extent adequate to pay costs so incurred. • • (c) Unless otherwise specifically stated in Exhibit A'of this Grant Agreement or in the close-out agreement between the Recipient and HMe all Program Income received by the Recipient, or any Participating Party, after the completion : of all Recipient Activities shall be used by the Recipient, or the Participating Farty subject t ) the apprmv-%1 of the Recipient, for cc mmunity or economic dmelo.=ent activities el.r,_ble for assistance under Title I of the Act. (d) For Pockets of Poverty Projects, ' all Program Inane received by the Recipient, or any Participating Party, after the completion of all Recipient Activities shall be used only for activities which directly benefit low- and moderate -income residents of the pocket. A.P.TICLE III DISELRSU ENT OF C:FAt•'►P1 FUNE S Section 3.01 Letter of Credit Procedures (a) Promptly after the Secretary has received from the Lecipient not less than three (3) fully executed copies of this Crant Agreement and has apprm►ed evidentiary materials required by Exhibit E of this Grant Agreement that would allow A drawdown of grant funds pursuant to the terms of Exhibit F of this Grant Agreement, We Secretary shall cause a Letter of Credit to be issued to the Recipient by the Eopartmnt of the treasury, or shall cause the Letter of Credit previously issued to the Recipient by the Cepartment of the Treasury with respect to the Community Revised 6/81 4 0 0 iu 2 (c) '.The Recipient is authorized to draw grant funds agaipst the c .is GranV_Agreement e'- tmetit :of=the =�. impropUr or u,e ntec:iplenc snai.t constitute a wai4erl of the' rigbt o.4 the.Secretary to challenge the validity of such draw, t6le force -all rights.and remedies set forth in this Grant Agreement, or tAke`'corr ive or remedial administrative action pursuant to the UDAG ReguFat ons,•*ich action may include, without limitation, suspension or teM'ihaiion'bf ;the Recipient's funding under this Grant Agreement. - ''-.�,_ (d) The disposition of any grant funds that rema3n,vm able under :the Letter of Credit following canpletion of the Project; -of' �-.h&termination of this Grant Agreement by the Secretary, or its terminatiorl-fck;anyticause, shall be in accordance with close --out procedures then in-effect,ox= established by the Secretary, and the Recipient shall not have any righEs to sucb.grant funds. Section 3.02 Incurring Costs for•Proiect Activities (a) The use of grant funds is conditioned upon the Bebipfent incurring costs to be paid in accordance with this Grant A 1 otherwise approved t � as pprov by the Secretary in writing. The incfirriM of cots to -be paid out of grant funds shall be governed by the following: (1) Except for the cost of application prepantlan.Zor small cities as specified in the UDAG regulations, no costs incurred rtribit to the, preliminary approval date may, be paid out of grant funds. (2) After the prelimi, ary approval date, eligib2o.&Uinistrative costs, including but not limited to costs of Environifental StLvUei9,,4:nd costs incurred by Participating Parties, other than the RErcipcient, its Atifit or agency, for any activity not to be paid for in whole',or in part v6ih&grant funds, may be incurred before or after the effective date -tiff this; G*ftnt Agreement, as defined in Section 11.14 belcni, and the'rS&Mfaction of environmental conditions. rs• (3) Except as permitted by 24 C.F.R. part-58' �o otgertcosts ..to be paid out of grant funds may be incurred by the Recipient orvariy:E�rtici- pating Party until all Environmental Conditions of 24 C.F.R.iPaft.39 lave been fully satisfied and the Secretary has issued the environmental, relbfees',required by 24 C.F.R. Part 58. (4) After the Recipient has satisfied all of the-Envl#onmental Conditions and the Secretary has issued the required environmental releases, then at. any time after the Preliminary Approval Date for this Project> the Recipient and the Participating Party may incur eligible costs to bey paid out of grant funds. 5 Revised 6/81 0011. 0 _ , _ �. �..........,�.... n.Lwi u,y ac"vity to be paid for, in whole or in part, with grant fund, even though such costs will not be reimbursed out of grant funds, unless such costs could be incurred c7urminmF *P% iC1Ca�CS te4ulrea oy 44 C.F.R. Part 58, the Recipient may not use any funds, including local funds, to take any action with respect to the Project where such action might have an adverse environmental effect, would limit choices among carpeting alternatives, or might alter the environmental premises on which the pending clearance is based in such a fashion that the validity of the conclusions to be reached would be affected. 3.03 OR (a) No costs may be paid out of grant funds prior to the issuance by the Secretary of the environmental releases required by 24 C.F.R. Part 58, a written approval by the Secretary of required evidentiary materials as specified in Exhibits E and F of this Grant Agreement, and written authorization fr m the Secretary to draw grant funds under the Letter of Credit. (b) All certifications and other materials required by this Grant Agreement to be submitted to the Secretary as conditions precedent to the Recipient's authority to pay costs out of grant funds shall be suhritted by the Recipient prior to any draw of grant funds under the Letter of. Credit. (c) Unless Exhibit E or F of this Grant Agreement authorizes the phasing or staging .of the Recipient's draw of grant funds, then upon a finding by the Secretary that the Recipient has submitted, in a timely mariner and in acceptable form and content, all of the evidentiary materials specified in Exhibit E of*this Grant Agreement and uV-n approv& by the Secretary of said evidentiary materials; and if no default has occurred, &s defined in subsection (a) of Section 7.01 of this Grant Agreement, the Secretary shall promptly issue to the Recipient a written authorization to draw grant funds under the letter of Credit for the purposes authorized by this Grant Agreement. (d) If Exhibit E or F of this Grant Agreement authorizes the phasing or staging of the Recipient's draw of grant funds, then upon a finding by the Secretary that the Recipient has submitted, in a timely manner and in acceptable form and content, all of the evidentiary materials specified in Exhibit E of this Grant Agreement to be submitted to and accepted by the Secretary for any particular phase or stage of the draw of grant funds; and upon approval by the Secretary of said evidentiary materials; and if no default has occurred, as defined in subsection (a) of Section 7.01 of this Grant Agreement, the Secretary shall promptly issue to the Recipient a written authorization to draw grant funds under the Letter of Credit in accordance with any requirements or authorizations described in Exhibit E or F respecting the particular phase or stage of the draw of grant funds. (e) Prior to the Recipient's payment of any costs with grant funds, and prior to the Recipient's dradmg of any grant funds under the Letter of credit, the Recipient shall not have been served by the Secretary with any notice suspending the Recipient's authority to draw grant funds under the Letter of Credit, nor be in breach of the Recipient's obligation to report a default, pursuant to subsection (a) of Section 5.05 of this Grant Agreement. Ravised 6/81 6 6Aad ctAjLLizfnnts which are or may be established pursuant thereto. ARMC XZ V REPRESMMTIC US, M,RF2ANMES, AND SPECIFIC OBLIGATIONS Section 5.01 Recipient's Representations and Warranties The Recipient has, by and through consultations among all appropriate members of the Recipient's governing body and its officers, examined into each of the following and by its execution of this Gant Agreement the Recipient does, upon information and belief, represent and warrant to the Secretary that: (1) The Recipient is duly organized and validly existing under the laws of the jurisdiction of which the Recipient is a part, and has all requisite power and authority to enter into this Grant Agreemmt. (2) A -resolution, motion, order or ordinance has been duly adopted, passed or enacted as an official, act of the Recipient's governing body, authorizing the execution and delivery of this Grant Agreement by the Recipient and authorizing and.directing the person executing this Grant Agreement to do so for and on behalf of the Recipient. (3) Zhis Grant Agreement has been executed and delivered by the . Recipient,•in such.manner and form as to oily with all applicable laws to make this Grant Agreement the valid and legally binding act mid agreement of the Recipient. (4) Except as set forth in Exhibit A of this Grant Agreement, there is no action, proceeding, or investigation now pending, nor any basis therefor, known or believed to exist by the Recipient, which (i) questions the validity of this Grant Agreement, or any action taken or to be taken under it, or (ii) is likely to result in any material adverse change in the authorities, �. properties, assets, liabilities, or conditions (financial or otherwise) of the Recipient which would materially and substantially inpair the Recipient's ability to perform any of the obligations imposed upon the Recipient by this Grant Agreement. (5) The representations, statements, and other matters contained in the Application were true and complete in all material respects as of the date of filing. Except as set forth in Exhibit A of this Grant Agreement, the Recipient is aware of no event which would require any amendment to the Application (other than an alit which has been filed with and approved by the Secretary) in order to make such representations, statements, and other matters true and omplete in all material respects and not misleading in any material respect. Zhe Recipient is aware of no event or other fact which should have been, and has not been, reported in the Application as material information. (6) the Recipient has obtained, or has reasonable assurances that it will obtain, all Federal, State and local government approvals and reviews required by law to be obtained by the Recipient for the Project; and all, Participating Parties have obtained, or the Recipient has reasonable a�ssuratuaes that such Participating Parties will obtain, all such apprrovals and reviews, required by law to be obtained by the Participating Parties for the p=jeet. Revised 6/61 7 -' . r .w' ..:S .. � , wi. - .. -» . , ra... , a • . .. •mow � ,ri... -� .. w EJ i"allty in wnicn the program is situated, and no other public official of the Recipient or such locality or localities, who exercises or has exercised any functions or resbonn i hi t i r i om w4 *►. •-����� - = __..__. -F —A.,Adc eL%.A.CCUb i_tiereoz, for work to be performed in connection with the Project or in any activity, or benefit therefrom, which is part of this Project at any time during or after such person's tenure. This provision shall be in addition to the require- ments in Attachments p of OU3 Circular A-102 and A-110. (However, upon written request of the Recipient, the Secretary may agree in writing to waive a conflict otherwise prohibited by this provision whenever there has been full public disclosure of the conflict of interest, and the Secretary determines that undue hardship will result either to the Recipient or the person affected by applying the prohibition and that the granting of a waiver is in the public interest. No such request for a waiver shall be made by Recipient which would, in any way, permit a violation of State or local law or any charter provision of the Recipient.) Section 5.02 Obligation to Complete Recipient Activities as Scheduled (a) The Recipient shall use its best efforts to assure the completion of the Recipient Activities described in Exhibit B of this Grant Agreement within the time periods specified in Exhibit F of this Grant Agreement. (b) The Recipient agrees that the foregoing undertaking and assurance means that Recipient shall, to the maximum extent permitted by law, use and apply all of its governmental and proprietary powers for such completion, including but not limited to those powers governing taxes, other revenues, credit, eminent domain and appr.)priations, iF necessary, for the purpose of providing any shortfall between funds available under this grant and funds necessary to complete all of the Recipient Activities described in Exhibit B of this Grant Agreement. Section 5.03 Obligation to Achieve Projected Jobs (a) In selecting the Recipient for this grant, the Secretary considered certain representations by the Recipient to the Secretary that this grant is expected to create a specific number of permanent new job opportunities, including a specific number of new permanent job opportunities for minorities, CM -eligible persons, and persons who, at the time of their employment, will be persons of low- or moderate -income within the meaning of Section 570.3 of 24 C.F.R. Part 570, as may be from time to time amended. (b) The Recipient acknowledges its representations in the Application pertaining to the creation of jobs and obligates itself to use its best efforts to create, or cause to be created, the numbers and kinds of jobs within a specified time period as specified in Exhibit A of this Grant Agreement as being expected to be created through this grant. (c) For Pockets of Poverty Projects, Recipient shall ensure that at least 75 percent of all permanent jobs initially resulting from the Project . are provided to low- and moderate -incase persons and that at least 51 percent of all permanent jobs initially resulting from the Project are provided to low - and moderate -income residents from the pocket. Recipient shall continuously use best efforts to ensure that at least 75 percent of all permanent jobs resulting fron the Project are provided to low- and moderate -income persons and that at least 51 percent of all permanent jobs resulting from the Project are provided to low- . and moderate -income residents from the Pocket. M The Recipient obligates itself to use all powers available to Q - Revised 6/81 ti Aral.. • 7 �f i Recipient to enforce the undertakings or assurances of Participating parties respecting the creation of jobs which are specified in Exhibit A of this Grant Agreement. Section 5.04 Obligation to Cure Title Defects (a) The Recipient shall use its best efforts to promptly cure, or �- cause to be cured, any defect in the title to any real property necessary to the completion of Recipient Activities, where such defect will or may have a material adverse effect on the use of such real property for the Project. (b) The Recipient agrees that the foregoing obligation means that the Recipient shall, to the maximum extent permitted by law, use and apply all of its governmental and proprietary powers, including but not limited to those powers governing taxes, other revenues, credit, eminent domain and appropria- tions, if necessary, for the purpose of assuring the availability of all real property, free and clear of adverse and inhibiting title defects, which is necessary to complete Recipient Activities. Section 5.05 Notification and Action Upon Default (a) The Recipient shall promptly give written notice to the Secretary upon the discovery by the Recipient of any default involving any Participating Party, as defined in Section 7.01 of this Grant Agreement. (b) Promptly upon the discovery of any defa•,t involving any Participating Party, the Recipient shall vigorously pursue, to the fullest extent possible, all % remedies available to Recipient to remove or cure such default, or to seek redress or relief from its effects, including reimbursement for any grant funds expended on the Project, and to prevent or mitigate any adverse effects on the Project. Recipient shall keep the Secretary fully informed as to the status of such actions. ARTICLE VI INSPECTION AND REVIEW ' • Section 6.01 Dutv to Maintain Lr- (a) The Recipient shall keep and maintain such books, records and other documents as shall be required under rules and regulations now or hereaft r applicable to grants made under the UDAG Prograi.,, and as may be reasonably necessary to reflect and disclose fully the amount and disposition of the grant funds, the total cost of the activities paid for, in whole or in part, with grant funds, and the amount and nature of all investments related to such activities which are supplied or to be supplied by other sources. ~ (b) All such books, records and other documents shall be available at �• the offices of the Recipient (except that books, records and other documents of a Participating Party which are subject to this Section 6.01 may be maintained at the offices of such Participating Party) for inspection, copying, audit and examination at all reasonable times by any duly authorized representative of the Secretary or the Camptroller General of the United States. Section 6.02 Site Visits Any duly authorized representative of the Secretary shall, at all reasonable times, have access to all portions of the Project. Section 6.03 Duration of Inspection Rights The rights of access and inspection provided in this Article VI shall continue until the completion of all close-out procedures respecting this grant, and until the final settlement and conclusion of all issues arising out of this grant. Section 6.04 Reports The Recipient shall promptly furnish to the Secretary all reports required to be filed in accordance with any directives of the Secretary or any statute, rule or regulation of IfUn. Recipient shall provide to the [IUD Area and Central Offices an annual report on the use of Program Income as long as such funds are generated by the Project. . t�.wised G/Sl , . . . 0 ARTICLE VI 0 C i DEFAULTS A14D REMEDIES Section 7.01 Defaults A default shall consist of any use of grant funds for any purpose other than as authorized in Exhibits B, C and D of this Grant Agreement; or any breach of any covenant, agreement, provigion, or warranty of (i) the Recipient made in this Grant Agreement; (ii) the Recipient made in any agreement entered into between the Recipient and any Participating Party relating to the Project; (iii) any Participating Party made in any agreement specified in Exhibit E of this Grant Agreement, or; (iv) the performance schedule specified in Exhibit F of this Grant Agreement. Section 7.02 Remedies :Upon Default (a) Upon occurrence of any default as described in Section 7.01, the Secretary may suspend the Recipient's authority to draw any Grant FLT.4s under the Letter of Credit at any time by notice to the Recipient. If a default is not cured within thirty (30) consecutive days from notice of such default by the Secretary to the Recipient, the Secretary may continue such suspension or by delivery of notice terminate this Grant Agreement. In the event of a termination, the Recipient's authority to draw grant funds under the Letter of Credit shall have terminated at the date of the notice of termination and the Recipient shall have no right, title or interest in or to any grant funds remaining under the Letter of Credit. (b) In addition to any other rights or remedies, if a default consists of the Recipient's failure to submit the evidentiary materials described in Exhibit E of this Grant Agreement by the date specified in Exhibit F of this Grant Agreement, the Secretary shall have the right to terminate this Grant Agreement and the award of grant funds to which this Grant Agreement relates by delivery of written notice to the Recipient. Upon such termination, all obliga— tions of the Secretary pursuant to this Grant Agreement and such award shall cease and the Recipient shall neither have nor retain any rights whatsoever with respect to the grant funds provided under this Grant Agreement. (c) If a default occurs, the Secretary may at any time or from time to time proceed to protect and enforce all rights available to the Secretary under this Grant Agreement by suit in equity, action at law, or by any other appropriate proceedings, whether for specific performance of any covenant or agreerio'?nt contained in this Grant Agreement, or damages, or other relief, or proceed to take any action authc:rized or permitted under applicable law or regulations, including the recapture of any expended grant funds from any payments received by Recipient as a result of the default of any Participating Party. (d) The rights and remedies available to the Secretary in the. event of a suspension or termination of this Grant Agreement shall survive such suspension or termination. ARTICLE VIII CERTIFICATIONS BY RECIPIENT Section 8.01 Certifications Upon Draw of: Funds Execution by the Recipient of each request for a draw of grant funds under the Letter of Credit shall constitute a certification that: (1) All of the representations and warranties of the Recipient as set forth in Section 5.01 of this Grant Agreement continue to be valid, true, and in full force and effect. (2) The Recipient is in compliance with all of the Recipient's obligations specified in this Grant Agreement which, by their terms or intent, are applicable at the time of the draw of grant funds. Revised 6/81 10 4MIA .001% (3) All conditions precedent to the Recipient's authority to draw the grant funds shall have been satisfied, in accordance with Section 3.03 of this Grant Agreement. (4) The grant funds to be drawn will be used for Eligible Costs actually incurred in accordance with the provisions of Lxhibits b, C and L• to this Crant Agreement. (S) All _ ITogram Income which has been received by the Recipient or by a participating Party has been deposited or used in accordance with tie i►rovisions of Section 2.04 of this Grant Agreement. section 8.02 Certification After Completion of all Recipient within thirty (30) days after the completion of all Recipient Activities,. the Recipient shall submit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all Recipient Activities, have been completed consistent with the terms of this Crant kjreerrent, and specifying the date of completion and the cost for each kecipient Activity. Section 8.03 Certification After Completion of All Don -Recipient Activities Within thirty (30) days after the completion of all ton -Recipient Activities, the Recipient shall submit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all flon- Pecipient Activities, have been completed consistent with the terms of this Crant hjrc:erent, and specifying the date of completion and the cost for each Von -Recipient Activity. the certification shall have attached to it a statement from each Participating Party that the information in the certification with respect to the I.on-Recipient Lctivities carried out by that Participating Party is corplete anc mrrec:t. AKICLL IY. ` #.LhIM, PAM carMCI' RFOLIkF OrLS Lection 9.01 Escrow of Program Incore Zhe Recipient shallfinclude in all contracts with Participatinj Parties involving activities to be paid for with grant funds, a provision that, ur-on instruction by the Secretary, all Program Income received by the Participating party, prior to the oaupletion of all Recipient Activities, shall be deposited in escrow under arrangements approved by the Secretary, in order to provide funds to assure the completion of the Recipient Activities. Section 9.02 Program Income Applied to Costs Unless Exhibit A of this Crant Agreement authorizes or requires otherwise, the Recipient shall include in all contracts with Participating Parties involving activities to be paid for with grant funds, a provision that all Prograin Income received by the Participating Party, prior to the completion of all recipient Activities, shall be transmitted to the Recipient for payment of costs incurred for Recipient Activities. Section 9.03 Program Income for Title I Activities Unless Exhibit A to this Crant Agreeinent authorizes or requires otherwise, the hecipient shall include in all contracts with Participating 1•arties involving activities to be paid for with grant funds, a provision that all pnxjrara Incoxue received by the Participating party after the canpletion of all Mcipient hetivities shall, at the option of the recipient, either Le transmitted to the Recipient, or used by the Varticiiating Party witbr Pecipient approval, for =,,unity anu econa.dc developnx:nt activities which would be eliyiblc tar assistance under 'Atle: I of We Act, unless otherwise prnvided in the elobe-out agrecn4nt be:tween Recipient aW IJLV. Revised 6/ei 11 r Section 9.0 Assurance of C'avernrental Approvals 'ihe Recipient shall include in all contracts with Participating parties a warranty that the Recipient and each Participating Party has obtained, or has reasonable assurance that it will obtain, all Federal, State and local governmental approvals and reviews required by law to be obtained by the Recipient or Participating Party for the Project. Any such approvals or reviews which have net been obtained shall be specified in the contract. Section 9.05 Completion of Project 1hesh9cipient shall cause to be included in all contracts with Participating Parties a representation on the part of each ParticipatirKI Marty that the Participating Marty a6mociledges that the Secretary, in -selecting the Recipient for the award of this grant, relied in material part upon the assured completion of the Project and that the Participating Party assures the Recipient that such activities will be caupleted by the Participating Party. Section 9.06 Assurances of Projected Jobs (a) Elie becipient shall eitber include in all appropriate contracts with 1-articipa ting Parties, or shall secure in the most legally binding and eriiurcuaLle forr,i for such assurance available under the laws of recipient's State, %,ritten assurances from each Participating Party that such Participating I -arty will use its hest efforts to create or cause to be created, within a time slr.cified in Exhibit A of this Grant Agreement, a specified nunter of new �► perr.,anent jots opportunities, including a specified number of new permanent job orl.crtunities for minorities, CM -eligible persons, and persons who, at the tire: of their employment, will be persons of low -and naderate-income. M r'or kxkets of Poverty Projects, Recipient shall also inclucx assurances necessary to ccrlply with Section 5.03(c) of this Grant Agreement. All assurances shall (i) state that in order to assist and enable the Recipient to report to the Secretary, as the Secretary may require, the assuring Partici- pati% Party agrees to report to the Recipient, as the Recipient may from time to time require, on the numbers and kinds of such jobs created or caused to be created and filled, and (ii) contain such other provisions as may be required by the Iecipient to enable the Recipient to canply with any reporting require- ments of the Secretary and to cause the assurances to be legally binding and enforceaLle to the maximum extent pemitted by the applicable law. Section -9.07 feintaining Records and Palht to Inspect She Recipient shall include in all contracts with Participating Parties receiving grant funds provisions requiring that (i) each such Partici- patim Party keel: and maintain books, records and other documents relating uirectly to the receipt and disbursement of such grant funds; and (ii) any Lay authorized representative of the Secretary or Comptroller Ceneral of the �. Lnited States shall, at all reasonable tines, have access to and the right to inspect, copy, audit, and examine all such books, records and other documents of sucl, Participating I -arty until the completion of all close-out procedures respecting this grant and the final settlement and conclusion of all issues arising out of this grant. Section 9.C8 Access to Project 11he lecipient shall inclucae in all contracts with Participating Parties a provision that each Participating Party agrees that any duly authorized representative of the Secretary shall, at all reasonable times, have access to any portion of the Project in which such Participating Party is involved until the cLr.pletion of all close-out procedures respecting this grant. Section 9.C9 No Assicnrent or Succession 'Abe Recipient shall include in all contracts with Participating Parties receiving grant funds an acknowledgement and agreement by tl,e Parti- ciFatinc, Forty that no transfer of want funds by the Bacipient to the Ilarti- ,,,� cijatinr, Party shall be cr Le decned an assiconnrent of grant funds, and that such Reviled 6/81 . x . /t 0 0 Participating party shall neither succeed to any rights, benefits or advantages of the Recipient under this Grant Agreement, nor attain any rights, privileges, authorities or interests in or under this Grant Agreement. Section 9.10 Secretary Approval of Amendments The Recipient shall include, or cause to be included, in all contracts which are required to be submitted to and approved by the Secretary in accordance with Exhibit E of this Grant Agreement a provision that during the term of this Grant Agreement such contract shall not be amended in any material respect, after such approval and acceptance, without the prior written approval of the Secretary. "Material" shall be defined as anything which cancels or reduces any developmental, construction, job creating, or financial obligation of any Participating Party by more than ten (10%) percent, changes the sites or , character of any development activity, or increases any time for -performance by a party by more than thirty (30) days. Section 9.11 Disclaimer of Relationships The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, an acknowledgement that nothing contained in this Grant Agreement, or in the contract between the parties, nor any act of the Secretary, the Recipient, or any of the parties, shall be deemed or construed by any of the parties, or by the third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, or joint venture, or of any association or relationship involving the Secretary. Section 9.12 Limitation of Recipient Liability for Project Activities Unless otherwise specified in Exhibit A of this Grant Agreement, the Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, an acknowledgement that the Recipient shall not be liable to any Participating Party, or to any party except HUD, for conpletion of, or the failure to complete, any activities which are a part of the Project, except those specified in Exhibit B of this Grant Agreement. Section 9.13 Conflict of Interest The Recipient shall include in all contracts with Participating Parties, a6d-in all contracts with any party involving the use of grant funds, a conflict of iiterest provision consistent with Section 5.01(8) of this Grant Agreement. Section 9.14 Project Signs The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, a project sign provision consistent with any criteria which may be established by the Secretary. ARTICLE, X EVIDEWIARY MATERIALS Section 10.01 Commitments of Participating Parties - General (a) In selecting the Recipient for the award of this grant, the Secretary has relied, in material part, upon the representations of the Recipient and Participating Parties that the Recipient and the Participating Parties W will carry out certain activities connected with the Project; (ii) will complete those activities; (iii) have, or will have, the financial capability to assure the carrying out of the activities to their completion; and (iv) will invest, or cause to be invested, a specific value amount in the Pro3ect. The Secretary has also relied upon the Recipient and Participating Parties' representations that such Participating Parties will, prior to any wW use of grant funds for the Project, enter into legally binding agreements evidenciny the connitaments which were so relied upon by the Secretary. 13 Revised 6/81 IWA (b) Evidentiary materials to be submitted to and approved by the Secretary as specified in Exhibit E of this Grant Agreement shall include: (i) a complete index describing the material submitted; (ii) the legally binding and enforceable ca�mitment of the Participating Party, in unequivocal terms, to undertake and canplete specified activities connected with the Project, and to expend on the Project a specified minimum amount of funds or other form of investment; anI (iii) clear and convincing proof that the Participating Party has on hand, or will have available to it,' any finances or other things of value necessary to carry out the pranises of completing the activities and making the specified investment. (c) -Evidentiary materials which have been submitted to and approved by the Secretary shall not be amended in any material respect without prior written approval of the Secretary. Section 10.02 Form of Documentary Evidence - General All documentary evidence of commitments submitted to the Secretary for approval shall be in the form of either (i) a duplicate original, or (ii) a photographic*copy of the fully executed original, of the documents. Section 10.03 Opinions of Recipient's Counsel (a) Whenever, in Exhibit E to this Grant Agreement or otherwise, the opinion of an attorney is required as part of any evidentiary material to be submitted to the Secretary, the opinion shall be in writing and shall be that of counsel for the Recipient, unless otherwise specified. (b) In the formulation or rendering of an opinion, Recipient's counsel may rely upon the certification of other persons, or the written statements or opinions of other counsel; provided, a copy of each such certi- fication, statement, or opinion is attached to the opinion of Recipient's counsel. (c) If, in the formulation and rendering of an opinion, the Recipient's counsel predicates the opinion upon "information and belief," then, in all such cases the opinion of Recipient's counsel shall contain, or have attached thereto, a statement or description of all of the informa- tion upon which the belief of counsel is predicated. Section 10.04 Evidence -of Contracts - Form (a) Evidence of contractual comitments submitted to the Secretary shall be in the form specified in Section 10.02 above; shall include all of the documents evidencing the contractual caninitment; and shall have attached the opinion of Recipient's counsel made in accordance with Section 10.03 above. (b) The opinion of Recipient's counsel shall certify that the ' \ documents comply with Section 10.02 above, that Recipient's counsel has examined into the authority of all parties to the documents, and of all persons executing the documents on behalf of the parties, and that said parties and persons were authorized to enter into and execute the documents. (c) The opinion of Recipient's counsel shall state that the documents constitute a valid and legally enforceable contract under the laws of the Recipient's State and that the documents conform to the provisions of this Grant Agreement, except as to any particulars specified in the opinion. Section 10.05 Evidence of Doan Commitments - Form (a) Rvidence of loan commitments from private lending institutions shall be in the form specified at Section 10.02 above; shall include all of the documents evidencing the loan commitment, an acceptance by the borrower, the purposes of the loan, the authorized use of loan funds, and all other terms and conditions of the loan commitment, the acceptance, and the loan; and shall have attached the opinion of Recipient's counsel, made in accordance with Section 10.03. 14 Revised 6/81 s .. (b) A loan commitment nay specify contingencies or conditions which must be satisfied before the closing of the loan, or the disbursement of loan funds, but the oomnitment shall be an irrevocable Mw itment, enforceable by the borrower upon satisfaction of all contingencies or conditions. (c) "the opinion of Recipient's comsel shall certify that the documents ccr,;ply with Section 10.02; that Recipient's counsel has examined into the authority of all parties to the loan eomn,itment and the acceptance, and of all persons executiny the loan commitment and acceptance on behalf of the parties; and that said parties and persons were authorized to make the loan eom. itment and acceptance. (d) "Lhe opinion of Recipient's counsel shall state that, subject only to such contingencies and conditions as are expressed in the documents, ' the lending institution is irrevocably eotmiitted to loan, and the borrower to accept upon the terms and conditions specified, the principal amount specified in the loan commitment; and that the loan ootQnitment, and the acceptance, and all of the terms and conditions of the loan commitment, and the loan, are lawful and enforceable under the laws of the Recipient's State; and that the documents conform to.the provisions of this Grant Agreement, except in any particulars specified in the opinion. (e) If, under -the terms of the loan commitment, the making of the loan is contingent upon the happening of any condition precedent, then the approval of the corvnitment by the Secretary as the evidence required under this Crant Agreement may be conditioned by the Secretary upon the sutmittal and acceptance of further evidence that such contingencies have been satisfied, or that the contingencies have been otherwise removed, or that the loan has closed. (t) Where evidence of a loan ccr=itment is required to be sutrAtted to the Secretary under this Grant Agreement, evidence of the actual closing of Uie loan shall be acceptable, in lieu of the foregoing, provided such evidence ccml,lies with Section 1.0.06. Section 10.CG ividence of Loans - Form (a) Evidence of a loan having been made or closed shall be in the foria specified at Section 10.02; shall be on the letterhead of the lending institution; shall state the principal amount of the loan, its purposes (interim or permanent), and the authorized uses of loan funds; shall describe or identify the se,7urity for the loan; shall state the Ferri of the �.oan; shall identify all parties to the loan; shall be executed by an authorized officer of the lending institution; and shall have attached an opinion of Recipient's counsel made in accordance with Section 10.03, certifying that the documents oomply with Section 10.02, and that the officer of the lending institution was authorized to execute the documents. (b) Evidence of a loan having been made or closed may also be submitted in the fora of copies of recorded notes, deeds, bonds, indentures and other documents which oonply with Section 10.02 and which contain sufficient evidence, including evidence of recordation, to enable the Secretary to determine the matters specified above at suL:section (a) of this Section 10.06 and that the loan has been made or closed. Secticn 10.C7 Evidence of Liquid Assets - Form Whenever a Participating Party is required to provide evidence of liquid assets for an activity in an anount and nanner satisfactory and acceptable to a lending institution, sucii evidence shall be in tie form specified at Section 1L.U2; shall to on the letterhead of the lending institution; shall identify the Participating Party; ata shall state that the Participating I•arty has an land or inmediately availaLle to the participating Farty, liquid assets of a value and in an arowit satisfactory and acceptable to the lending institution, and that tine availability and use of the liquid assets for the activity to be carricu out by the 1•drticil-sting Party in connection with the Project is assured to the satisfaction of the lending institution. the aocurient shall tx executed Ly an authorizeu officer of the lending institution; and shall have attached an opinion of Recipient's eoutLsel, rade in accordance with Revised 6/81 15 re Section 10.03, that the documents comply with Section 10.02 and that the officer of the lensing institution was authorized to execute the same. Section 1046 Cvidence of Finances Satisfactory to Counsel - fbrm (a) hhenever evidence is required in the form of a statement and opinion of Recipient's counsel that a Participating Party will provide a specific amount of finances for purposes,of carrying out the commitment of that Participating Party in connection with the Project, such evidence shall be in the form of an opinion of Recipient's counsel made in accordance with Section 10.03. (b) The opinion of Recipient's counsel shall certify that counsel has examined into the availability to the Participating Party of liquid assets and/or of debt financing; shall state the amount and the source of liquid assets ' on hand or inmediately available to the Participating Party for use in the Project; and shall state the amount and the source of debt financing which is available, or irrevocably committed, to the Participating Party for use in the Project. :he evidence of these funds shall be consistent with the provisions of Sections 10.C5, 10.06 and 10.07 above to the extent possible. (c) The opinion of Recipient's counsel shall be that the Parti- cil.atirx3 Party has on hand, or immediately available, or irrevocably committed to the participating Party, for use in carrying out the commitments of the Participating Party to the Project, liquid assets and/or debt financing in a sure equal to the specified amount of finances required in this Grant Agreement. (d) Submissions pursuant to this Section shall be subject to HUD approval as to form and content. Section 10.09 Anti -Speculation Provisions - Sale of Real Property (a) Whenever, in Exhibit E of this Grant Agreement, a document is required to contain a provision for the prevention or discouragement of speculation in the purchase and sale of property by a beneficiary of grant funds, then, unless otherwise specified, such provision shall comply with this Section. (b) The document shall prohibit the beneficiary of grant funds from selling or otherwise disposing of the property within a period specified in Exhibit i*of this Crant Agreement after the date of the purchase, for an amount . in excess of the purchase price paid, plus the actual costs of any improvements to tre property by the beneficiary. The prohibition against sale shall have :he we force a::d effect as a lis pendens, and shall specify that in the event of any attempted sale, in violation of the provisicn, the Recipient shall bE entitled to the ex parte issuance of an injunction restraining such sale. ,he documtent shall be executed and authenticated in such manner and fore as may be required under state law to authorize its recordation at the place of recordation of deeds, as if a lis pendens; and the docur,►ent shall be so recorded. (c) Rho docuuent may, in conjunction with the foregoing, or in lieu thereof, describe a procedure whereuneer, in the event of any sale of the prolerty within the period specified in Exhibit L of this Grant Agreement, the amunt of grant funds which benefited the beneficiary shail be repaid by the beneficiary to the Iecipient. Such procedure may include a pro-rata reduction of the amount to be repaid, based upon the time elapsing between the date of the initial purchase of the prol-erty and its disposition by the beneficiary. :he document must either specify the amount of grant funds which tenefited the beneficiary, or set forth a formula or agreed method for determining such amount. She document shall be executed and authenticated in such manner and form as may be required to authorize its recordation, as if a lis pendens; and the document shall be so recorded. Section 10.10 Evidence of Title to Real Property - Florm w7ienever, in Exhibit E of this Grant Agreement# a Participating Party or the Recipient is required to acquire foe simple or leasehold title to real property, and proof of such acquisition is roquireu, evidence snall oe in the form of an opinion of Recipient's counsel, made in accordance witn section 10.03. The opinion shall certify that on a specified date, either an original ALTA policy of land or mortgage title insurance, or other records identified in 16 Revised 6/81 the opinion, were examined by Recipient's eortmel; and that said policy or other records identified the Participating Party, or a wholly -Owned subsidiary of the Participating Party, or the Recipient or its ag^2nt or agency, as required, as the owner or lessee of record, in fee simple or leaseh,3ld,of said property. The opinion shall further state that on the date specified by Recipient's counsel, the record fee side or leasehold title to said real property was vested, in the oft� Participhting Party, or such subsidiary thereof, or in the Recipient or its agent or agency as required. In lieu thereof, evidence may be in the form of documents which comply with Section 10.02 and which contain sufficient evidence, including evidence of recordation, to enable the Secretary to determine, to the satisfaction of the Secretary, that the Participating Party or the Recipient did acquire the title, as required. APTICLE XI . MIscru NDQW :section 11.01 Notices (a) All amendments, notices, requests, objections, waivers, rejections, agreements, approvals, disclosures and consents of any kind made pursuant to this Crant Agreerent shall be in writing. (b) Any such conr,unication shall be deemed effective for all pur- poses as of the date such communication is mailed, postage prepaid, by registered or certified mail, return receipt requested, to be delivered only to the office ,,AN of the addressee, addressed as follows: (1) Communications to the Secretary shall be mailed simultaneously to: (A) The Directar, Office of Urban Development Action Grants, U.S. Department of housing and Urban Development, 451 7th'Street, S.W., Roan 7258, Washington, D.C. 20410, and (E) The Area Office Manager of the FUD Area Office authorized to receive the Application of the Recipient for the grant hereunder; and (C) such other persons or at such other addresses as may be furnished by the Secretary to the Recipient. (2) Communications to the Recipient shall be addressed to the Iecipient, at the address set forth in Exhibit A of this Grant Agreement, or such other address as may be furnished by the Recipient to the Secretary. Section 11.U2 Assignment No right, benefit, or advantage in::ring to the Recipient under this Lrant Agreement and no burden imposed on the Recipient hereunder may be assigned witlu,ut the prior written approval of the Secretary. An authorization by the Secretary for the transfer of grant funds by Recipient to a Participating Party shall not tie cieened an authorization for an assignment, and such Participating '1 PartY shall not succeed to any rights, benefits or advantages of the Recipient hereunder. Section 11.03 Successors Bound %his Crant Agreement shall bind, and the rights, benefits and advan- tages shall inure to, the Recipient's successors. Section 11.04 Remedies Not Impaired No delay or cnission of the Secretary in exercising any right or remedy available under this Grant Agreement shall impair any such right or remedy or constitute a waiver of any Default, or an acquiescence therein. Section 11.05 Curulati%e Remedies All rights and remedies of the Secretary under this Crant Agreement shall be cumulative. Section ll.U6 Se%erability the invalidity of any article, section, subsection, clause or prcr vision of this Lrant twjretnent shall not affect the validity of the remaining Revised 6/81 17 • � .. _ . .,.,,,'......:.._. Wit- . ..... ... t ..:.. r. .. - . _ .. the opinion, were examined by Recipients counsel; and that said policy or other records identified the Participating Party, or a wholly -owned subsidiary of the Participating ply• or the Recipient or its agent or agency, as required, as the owner or lessee of record, in fee simple or leasehold,of said property. The opinion shall further state that on the date specified by Recipient's counsel, the record fee simple or leasehold title to said real property was vested, in the Participgting Party, or such subsidiary thereof, or in the Recipient or its agent or agency as required. In lieu thereof, evidence may be in the form of documents which ow.ply with Section 10.02 and which contdin sufficient evidence, including evidence of recordation, to enable the Secretary to determine, to the satisfaction of the Secretary, that the Participating Party or the Recipient did acquire the title, as required. APTICLE XI MISCELLANEbGS Section 11.01 Notices (a) All amendr.ents, notices, requests, objections, waivers, rejections, agreements, approvals, disclosures and consents of any kind made pursuant to this Grant Agreerent shall be in writing. (b) Any such communication shall be deemed effective for all pur- poses as of the date such communication is mailed, postage prepaid, by registered or certified mail, return receipt requested, to be delivered only to the office ,MI, of the addressee, addressed as follows: (1) Co=unications to the Secretary shall be mailed simultaneously to: (A) The Director, Office of Urban Development Action Grants, U.S. Department of housing and Urban Development, 451 7th"Street, S.W., Roan 7258, Washington, P.C. 20410, and (B) The Area Office Manager of the HUD Area Office authorized to receive the Application of the Recipient for the grant hereunder; and (C) such other persons or at such other addresses as may be furnished by the Secretary to the Recipient. (2) Communications to the Recipient shall be addressed to the Iecipient, at the address set forth in Exhibit A of this Grant Agreement, or such other address as may be furnished by the Recipient to the Secretary. Section 11.U2 Assignment No right, benefit, or .ldvantage in-=ing to the Recipient under this Lrant Agreement and no burden imposed on the Recipient hereunder may be assigned witl:cut the prior written approval of the Secretary. An authorization by the Secretary for the transfer of grant funds by Recipient to a Participating Party shall not tie deeried an authorization for an assignment, and such Participating Party shall not succeed to any rights, benefits or advantages of the Recipient hereunder. Section 11.03 Successors Bound this Crant Agreement shall bind, and the rights, benefits and advan- tages shall inure to, the Fecipient's successors. Section 11.04 Remedies Not Impaired No delay or onission of the Secretary in exercising any right or remedy available under this Grant Agreement shall impair any such right or remedy or constitute a waiver of any Default, or an acquiescence therein. Section 11.05 Curulati%e Aemedies All rights and remedies of the Secretary under this Crant Agreement shall be wmulati%e. Section ll.U6 Se%,erability the invalidity of any article, section, subsection, clause or pro- vision of this Lrant twjrcenxnt shall not aftect the validity of the remaining Revised 6/81 17 . J 00 71 articles, sections, subsections, clauses or provisions hereof. Section 11.07 Entire Agrefhnent Ibis Crant ligrecment constitutes the entire agreement between the Secretary and the Recipient and supersedes all prior oral and written agreements between the parties hereto with respect to the subject grant. Notwithstanding the provisions of Section 1.01 of this Grant Agreement, in the event of any inconsistency between the provisions of this Grant Agreement and anything contained in the Applicaticn, then the provisions of this Grant Agreement shall 1wevail. Sectich 11.08 Execution in Counterparts 'Ibis Grant Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and together shall con— stitute but one and the same instrument. Section 11.09 Table of Contents; Titles and Headings Any table•of contents, the title of the Articles, and the headings of the sections and subsections set forth herein are not a part of this Grant Agreement and shall not be deemed to affect the meaning or construction of any of its prov is ions . Section 11.10 Arendment of this Crant Agreement AN ;his Crant Agreement, or any part hereof, may be amended from tine to tire hereafter oily in writing executed by the Secretary and the Recipient. Section 11.11 Lisclainer of Relationships She Recipient acknowledges that the obligation of the'Secretary is limited to providing grant funds in the manner and on the terms set forth in this Grant Agreement. Nothing in this Crant Agreement, nor any act of either the Secretary or of the Recipient, shall be deemed or construed by either of then, or by third persons, to create any relationship of third —party beneficiary, principal and agent, limited or general partnership, or joint venture, or of any association or relationship whatsoever involving the Secretary. Section 11.12 Governing Law '. its Grant Agreement as it may affect the rig;,ts, remeclies, duties, and obligations of the Secretary shall be governed by and construed in accordance with Federal law. Insofar as Federal law does not apply, the provisions of this Grant Agreement shall be governed by and construed in accordance with the laws of the Recipient's State. *N Section 11.13 Waiver by Secretary The Secretary reserves and shall have the exclusive right to waive, at the sole discretion of the Secretary, and to the extent permitted by law, any requirement or provision under this Crant Agreement. No act by or on behalf of the Secretary shall tie, or be deemed or construed to be, any waiver of any such ? requirement or provision, unless the same be in writing, signed by the Secretary, and expressly stated to constitute such waiver. Section 11.14 Effective Cate (a) Ibis Lrant Agreement shall, when executed and dated by the Secretary, constitute an offer by the Secretary to the Recipient to make the within grant and to cmter into this Grant Agreement. When delivered to the Recipient so executed and dated, the same shall constitute a tender of said offer, which shall be promEtly accepted, if at all, by the Recipient and which shall not be altered without the Secretary's approval. Ztie Secretary may revoke the tender and rescind the citfer at any tine prior to its acceptance by the Recipient, by written notice: of the Secretary to the Recipient, given as specified at Section 11.01 of this Grant Agreement. 60 Revisod 6/81 18 • �1l�lII,�1 , 21 M This Grant Agreement shall be deemed to have been accepted, and shall became effective, as of the date this Grant Agreement is executed and dated by the Recipient. Section 11.15 Termination of Grant Agreement ` Unless otherwise terminated by the Secretary pursuant to Article VII of this Grant Agreement, or by the mutual consent of Recipient and the Secretary, this Grant Agreement shall terminate upon the completion of all close-out procedures respecting this grant and the final settlement and conclusion between Recipient and the Secretary of all issues arising out of this grant, unless otherwise provided in the close-out agreement between Recipient and the Secretary. r"N Revised 6/91 2 3 4� 3 6 T i 9 30 11 _ 12 13 14 is 16 17 18 19 . . L► s: , , SIM► ME PAGE '3S3IS MtAt`1TAMW= is hereby executed and delivered by the Parties hereto on the dates set forth below their respective signatures, as follows: WM SECPZZ&RY OF nr. MVELM* Z� By: �. e e;.. •ins e Acting �eou A sistant Secretary for r gram Management Office of Com pity Planning and Development Date: DEC 2 0 1984 B-85-AA-12-0071 CITY OF MIAMI, FLORIDA By: . Titles Date: 2Z 23 IMPORTANT 4 One (1) fully executed o of this Grant must be mailed to the Director, tor, Office of Agreement 25 Urban L*velop=t Action Grants, and two (2) fully exee- 26 uted Copies of this Grant Agreement must be mailed to the HUD Area Office Manager, in accordance with 27 Section 11.01, on the same date executed by Recipient. to � 29 30 31 -20- 32 0 W ,-;N Recipient: Miami, Florida Grant Number: B-85-AA-12-0071 EXHIBIT A SUPPLEMENTARY PROVISIONS Rider to Section 1.03(2). In addition to Recipient's Application for Federal Assistant (SF-424), the "Application" shall include: 1. Appraisal submitted on August 16, 1984 to City of Miami by Theodore W. Slack of Slack, Slack, and Roe, Inc. 2. Letters dated September 17, 1984 and September 19, 1984 from Howard V. Gary, Miami, City Manager, to Stanley Newman. 3. Letter dated September 17, 1984 from James F. Dausch, Vice President, The Rouse Co., to Stanley Newman. "4. Letter and attachments dated September 14, 1984 from Elizabeth Marshall, The Rouse Co., to Reuben Padgett. 5. Letter and attachment dated September 13, 1984 from Jeffrey Donahue, The Rouse Co. to P. David Sowell, Senior Development Officer, HUD/UDAG. 71 go Recipient: Miami, Florida Grant Number: B-85-AA-12-0071 Rider to Section 1.03(12). The term "Participating Party" consists of the following persons, firms, corporation and entities: "DEVELOPER" - means Bayside Center limited Partnership, a Maryland limited partnership, with offices at 10275 Little Patuxent Parkway, Columbia Maryland 21044 of which Rouse - Miami, Inc. is the general partner. "LENDER" - means Chase Manhattan Bank, 101 Park Avenue, New York, New York 10081 or other lender acceptable to Developer, HUD and the Recipient. Rider to Section 1.03(13). Program Income shall not include the following payments to be made by Developer to Recipient pursuant to the Lease Agreement between Developer and Recipient: a. $1,000,000 to be utilized by Recipient in construct of improvements in Bayfront Park. b. $2,650,000 to reimburse Recipient for its acquisition of all outstanding rights in the Restaurant Parcel. ,c. $250,000 to reimburse Recipient for its payments to Miami MotorSports, Inc. d. $100,000 per year or 10% of net income available for distribution, whichever is greater, to be utilized by Recipient for the purpose of creating and administering the Minority Foundation Fund. . -2- F Recipient: Miami_,_ Florida Grant Number: B-85-AA-12--0071 Rider to Section 2.01. The amount of this UDAG grant is Six Million Twelve Thousand Eight Hundred Fifty Four Dollars ($6,012,854). Rider to Sections 5.03 and 9.06. The jobs referenced at Section 5.03 and the assurances required at Section 9.06 shall aggregate: Total New Permanent Jobs . . . . . . . . . . . . 1,217 Total New Permanent Jobs for Low -and Moderate -Income Persons . . . . . . . . . . 486 Total New Permanent Jobs for CETA-Eligible Persons 243 Total New Permanent Jobs for Minorities . . . 608 Total New Permanent Jobs for Low -and Moderate -Income Residents of the Pocket of Poverty N/A Job Requirements shall be completed within 48 months from the Date of Preliminary Approval. Rider to Section 11.01. The address of the Recipient for the .purpose of communications relating to this Grant Agreement is: Office of the City Manager '"500 Pan American Drive Miami, Florida 33133 Rider to Section 1.03. (21) "Project Elements" mean two components: (1) The Bayside Specialty Center Component shall include construction of a waterfront complex containing approxi- mately 200,000 square feet of new retail space and 35,000 square feet of renovated restaurant space (collectively Bayside Specialty Center") and a permanent parking garage containing not less than 11200 car parking spaces and a surface lot (collec- tively "Parking Facility"); and (2) The Bayfront Park Component shall include the improvements to the Bayfront Park, constructing and equiping an outdoor amphitheatre with stage, demolition and clearance, site work, electrical, water and sewer, rock garden restoration, and landscaping. Recipient: Miami, _Florida Grant Number: BT85WAA-i12-0071 Rider to Section 1.03. (22) "Project Site" mean (1) the approximate 13 acres of land located in Bayfront Park known as the "Retail Parcel", (2) an approximate 11 acres of land located in and adjacent to Bayfront Park known as the "Garage Parcel", • and (3) the balance of Bayfront Park, excluding the Retail Parcel and Garage Parcel known as the "Park Site". Bayfront Park is located between Port Boulevard, Biscayne Boulevard, Chopin Plaza and Biscayne Bay in the City of Miami, County of Dade, State of Florida, as more particularly described in the Application. Bider to Section 1.03(13). The phrase "the UDAG percentage of" contained on the first line of Paragraph (13) and the last sentence thereof are deleted in their entirety. Rider to Section 2.04, 9.01, 9.02 and 9.03. Any repayment or other payments received pursuant to Paragraph III of Exhibit E of this Grant Agreement and received prior to completion of the UDAG funded Recipient Activities, except as set forth in Rider to Section 1.03(13), shall be held in escrow pursuant to Section 2.04(a) of this Grant Agreement until completion of the UDAG funded Recipient Activities. All escrowed funds shall bear interest with the accounts insured by an agency of the U.S. Government. Upon completion of the UDAG funded Recipient Activities, any funds held in said escrow shall be spent for activities eligible under Title I of the Housing and Community Development Act of 1974, as amended, and shall be spent in accordance with Part 570 of Title 24 Code of Federal Regulations. Any repayments received after completion of the UDAG funded Recipient Activities shall be deemed miscellaneous revenues and shall be spent for the following activities: capital projects as defined by a capital expenditure or any expenditure relating thereto resulting in the acquisition, improvement, or addition to, fixed assets in the form of land, buildings or improvements � that are permanent in nature, and equipment and for activities �4- . i"N n t Recipient: Miami, Florida Grant Number: B-85-AA-12-0071 which aid in the preventions or elimination of slum and blight, and for activities which would aid in the stimulation of economic development, and for activities agreed upon by the Secretary and the Recipient, and for activities eligible under Title I of the Housing and Community Development Act of 1974, as amended, and shall not be governed by Part 570. Rider to Section 5.01(8). Paragraph'(8) shall be deleted in its entirety and the following shall be inserted in place thereof: "(8) Recipient shall comply with the conflict of interest provision set forth in 24 CFR Section 570.611 (48 Federal Register, 186, pp. 43571-72, 9/23/83)." Rider to Section 9.13 Conflict of Interest. Section 9.13 shall be' deleted in its entirety and the following shall be inserted in place thereof: "The Recipient shall include in all contracts with Partici- pating Parties and in all contracts with any party involving the use of Grant Funds, a conflict of interest provision consistent r with 24 CFR Section 570.611 (48 FedL-ral Register 186, pp. 43571-72, 9/23/83)." • /"`\ ?OQN 0 Recipients Miami, Florida Grant number: B-85-AA-12-0071 EXHIBIT B DESCRIPTION OF RECIPIENT ACTIVITIES Rider to Section 1.03(17). The "Recipient Activities" shall consist of: I. P Recipient shall expend UDAG funds in the amount of $6,012,854 to construct the Bayfront Park Component of the Project. - II. Recipient shall lease the Retail Parcel and the Garage Parcel to Developer consistent with the terms specified in Exhibit E of this Grant Agreement, and all lease payments from said'Lease Agreement shall be deemed to be Program Income except • as set forth in Rider to Section 1.03(13). Recipient: Miami,_Florida Grant Number: 8-85-AA-12-0071 EXHIBIT C DESCRIPTION OF NON -RECIPIENT ACTIVITIES Rider to Section 1.03(11). The "Non -Recipient Activities" shall consist of: I. Developer shall: a. Lease the Retail Parcel and the Garage Parcel from the Recipient. .-� b. Complete the Bayside Specialty Center at a total cost of not less than $75,000,00 of which not less than $72,000,000 shall be private loan funds and not less than $3,000,000 shall be Developer's equity funds. c. Unconditionally and irrevocably guarantee lease payments to the Recipient for and completion of construction of the Bayside Specialty Center and Parking Garage. n II. The Rouse Company shall unconditionally and irrevocably guarantee completion of the,Bayside Specialty Center and Parking Garage. Lender shall loan to Developer not less than $72,000,000 for financing the construction of the Bayside Specialty Center. -1- f Recipient: Miami, Florida Grant Number 8-85-AA-12-0071 EXHIBIT D Project Budget - Summary of projected Expenditures USE OF FUNDS Line Item Activity a. Site Preparation, Clearance and Demolition b. Site Improvements c. Off -Site Improvements d. Building.Construction e. Parking f. Contingency g. Professional Fees, ` Architecture b Enginnering h. Interim Interest I. Overhead b Miscellaneous Field Expenses, Management, %irketing b Leasing �.• Capital Equipment 1. Equipment not counted in leverage ratio m. Working Capital (not counted in leverage ratio) n. Profit b Overhead (not counted in leverage ratio) 0 TOTAL PROJECT COST '.ecipient administrative costs ru:=Sursed from UDAG funds q. Less: items not counted in • leverage ratio (lines 1.-n.) r. Total private investment to be reported on QPR's ("countable private") s. Plus: Discounted value of UDAG loan repayment t. Plus: Discounted value of other public loan repayments u. Plus: Present value of lease payments v. Totals used in computing leverage ratio Discount Rate: SOURCES OF FUNDS TOTAL COSTS $ 2720109 10,725,79 StS67,00 39,892,176 5t229rllO 5,175,000 7rWrOOO 649,665 k4,195,000 540,000 90,2'.2, 8S. �..� Page l of l UDAG Funds Private Funds Other Funds S 7p0109 $ . 193D000 3,232,794 4493,000 4,000000 (City of 667,000 $5j2001000 703,176 39,1899000 4330110 4, 796, 000 375,000 4,8009000 7,667,000 649,665 14,195,000 5409000 $6,012,854 $75,0009000 $9,200,000 75,000,000 + + + $6,0120854 $75,0001000 V F Recipient: Miami, Florida Grant Number: E-85-AA-12-0071 EXH REQUIRED EVIDENTIARY MATERIALS The evidentiary materials to be submitted by the Recipient for the approval of the Secretary'shall include the applicable provisions of Article IX of this Grant Agreement and shall consist of the following: x (a) All governmental approvals and permits necessary for the commencement of the Recipient and Non -Recipient Activities shall have been obtained. (b) Evidence of this commitment shall be a certification from Recipient, signed by the chief executive officer, in accordance with Section 10.02 of this Grant Agreement, that all such governmental approvals and permits have been obtained. II (a) Title to all land necessary for the Project, except land to be acquired with Grant Funds, shall be held by Recipient or the appropriate Participating Party. (b) Evidence of this commitment shall be in accordance with Section 10.10 of this Grant Agreement. III (a) Recipient and Developer shall enter into an agreement which shall contain provisions consistent with the following: (1) Recipient shall agree to carry out all Recipient Activities set forth in Exhibit B to this Grant Agreement. (2) Developer shall agree to carry out all Non -Recipient Activities ascribed to Developer in Exhibit C to this Grant Agreement. The agreement shall set forth the scope of the work, its location, and the 1of5 . V Recipient: Miami, _Florida Grant Number: 8-85-AAi12-0071 EXHI j,,,, REQUIRED EVIDENTIARY MATERIALS I The evidentiary materials to be submitted by the Recipient for the approval of the Secretary shall include the applicable provisions of Article IX of this Grant Agreement and shall consist of the following: I (a) All governmental approvals and permits necessary for the commencement of the Recipient and Non -Recipient Activities shall have been obtained. (b) Evidence of this commitment shall be a certi-ication from Recipient, signed by the chief executive officer, in accordance with Section 10.02 of this Grant Agreement, that all such governmental approvals and permits have been obtained. II (a) Title to all land necessary for the Project, except land to be acquired with Grant Funds, shall be held by Recipient or the appropriate Participating Party. (b) Evidence of this commitment shall be in accordance with Section ^ 10.10 of this Grant Agreement. III (a) Recipient and Developer shall enter into an agreement which shall contain provisions consistent with the following: (1) Recipient shall agree to carry out all Recipient Activities set forth in Exhibit B to this Grant Agreement. (2) Developer shall agree to carry out all Non -Recipient Activities ascribed to Developer in Exhibit C to this Grant Agreement. The -- agreement shall set forth the scope of the work, its location, and the . Recipient: Miami. Florida f Grant Number: 8-85-AA-12-0071 ,.� obligation of Developer to invest not less than $759 000, 000 of private funds in the Bayside Specialty Center. (3) Recipient shall lease to Developer the Retail Parcel upon which the Bayside Specialty Center component of the Project shall be located. The terms and conditions of the lease shall be consistent with the following: W Lease Agreement (aa) Term - The term of the lease shall be for at least 45 years commencing on the date possession of the Retail Parcel is delivered to Developer. (bb) Area 5 - The lease shall provide that the Developer shall have an option within one (1) year after completion of the Bayside Specialty Center to occupy a light tower to be constructed by the City on a parcel known as Area A-5, which if leased by Developer shall be part of the Retail Parcel. if Area A-5 is leased by Developer, the annual rental shall be $50,000 ("Area A-5 Minimum Rental"). (cc) Payment - Developer shall pay to Recipient an Annual Basic Rental equal to the sum of (1) an amount equal to the greater of 35% of Net Income Available for Distribution or Minimum Base Rental and (2) the Area A-5 Minimum Rental. For the purpose of this Grant. Agreement, the following terms in the lease shall be consistent with the following meanings: "Minimum Base Rental" means an amount equal to $325,000 in rental years 1 and 2 of the lease, $650,000 in rental year 3 through and including \ rental year'6 of the lease, $1,000,000 in rental year 7 through and including 2 of 5 X. e I Recipient: Miami Florida Grant Number: 8-85-AA-12-0071 rental year 350 and not less than $10000,000 in rental year 36 through and including rental year 45. "Net Income Available for Distribution" means all operating income of the Bayside Specialty Center less (1) debt service payments, (2) reasonable operating expenses allowable for Federal income tax purposes, including (without limitation) all reasonable on -site management costs and 3 1/2% of the operating income but excluding reserves for capital improvements, replacement or depreciation, (3) Annual Basic Rental and Area A-5 Minimum Rental and (4) 10% of the Developer's Equity Investment. "Developer's Equity Investment" means the amount equal to the sum of (1) development costs for the Bayside Specialty Center, (2) an amount equal from time to time to any unrecouped and unfinanced cost of capital improvements made and paid for by Developer after initial construction of the Bayside Specialty Center and (3) operating losses, less (4) the net proceeds actually received by Developer from any all financing of the Bayside Specialty Center. Notwithstanding the above, if in any given rental year, 35% of Net Income Available for Distribution is less than the Minimum Base Rental, the difference shill be credited to the Developer in an account known as the "Cumulative Credit Balance Account" which credit shall accrue interest at eleven (11%) percent, compounded annually. The maximum amount to be credited to the Cumulative Credit Balance Account in any rental year shall be no greater than the Minimum Base Rental for that rental year. In any subsequent rental year for which a credit balance exists in the Cumulative Credit Balance Account, the annual rental due to the Recipient, shall be reduced, to not less than that rental year's Minimum Base Rental, by an amount applied from the 3of5 . . Recipient: Miami, Florida It Grant Number: B-85-AAA-12-0071 remaining credit balance in the Cumulative Credit Balance Account. This procedure shall continue each rental year until the credit balance in the Cumulative Credit Balance Account is reduced to zero. Further, the Minimum Base Rental may, at the Recipient's option, be increased to an amount in excess of $1,000,000 at the beginning of the 36th rental year if the average of the Annual Basic Rental paid during the preceding three (3) rental years shall exceed $1,000,000, in which event the Minimum Base Rental for the 36th through 45th rental years shall be the average of the Annual Basic paid by Developer for the 33rd, 34th and 35th rental years. Payments hereunder shall be due and payable monthly. Within one hundred and twenty (120) days of the close of the Project's operating year, Developer shall also deliver to Recipient an annual audited financing statement of the Project. (dd) Minority Business Foundation. Developer shall agree to fund a non-profit minority business foundation, the purposes of which shall be to, among other things, create and administer a loan guaranty program for venture capital loans to minority business 'enterprises in the City of Miami and in Dade County. The Developer shall annually fund the minority business foundation in an amount equal to the greater of 10% of the Net Income Available for Distribution or $100,000, which payments shall accrue after the rent commencement date. (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. 4 of 5 . Recipient: Miami, Florida Grant Number: B-85-AA-12-0071 (5) The agreement shall specify a timeframe for performance consistent with Exhibit F of this Grant Agreement subject to unavoidable delays. ' (6) During the term of this Grant Agreement, Developer shall agree upon prior written notice and within a reasonable period of time to • provide Recipient with data and information on the amount of private investment and number of and types of jobs relating to this Grant Agreement. (7) Developer shall cause the guarantee of The Rouse Company referred to in Section II of Exhibit C to be delivered to the Recipient. ' (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with a copy of the executed lease and guarantee. IV try; (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $3,000,000 are available or irrevocably committed to Developer and are sufficient to complete the ari t� Bayside Specialty Center Component of the Project. Such certification shall identify the kinds of assets and the naturL of the irrevocable commitment. .# (b) Evidence of this commitment shall be in accordance with Sections ;. 10.07 or 10.08 of this Grant Agreement. V (a) lender shall lend not less than $72,000,000 to Developer for financing the Bayside Specialty Center Component of the Project. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. 5of5 Recipients Miassi. Flotrida Grant Number 3-85-AA-12-0071 PROJECT P8 NRMANCE SCHEDULE (a) The Evidentiary Materials described in Exhibit E of this Grant Agreement must be submitted to the Secretary by Recipient not later than June 15. 1965. (b) Upon notification to Recipient of the approval by the Secretary of the Evidentiary Materials required by subparagraph (a) above. Recipient shall be authorised to draw down Grant Funds in accordance with Paragraph III of Exhibit E of this Grant Agreement for Eligible Costs consistent with Letter of Credit procedures and the provisions of this Grant Agreement. II The Recipient and Non -Recipient Activities shall be coomenced and completed in accordance with the following schedules ActivitY Co■mencement Date Completion Date Lease February 28, 1988 Construction , May 319 1985 October 30. 1986 Pop & of 1 0