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HomeMy WebLinkAboutR-83-08033-83-785 8;'26!8 3 rr r 011 RESOLUTION NO. M-'-'803 A RESOLUTION, RATIFYING, APPROVING AND CONFIRMING THE ACTION OE' THE CITY MANAGER IN THE. - EXECUTION AND DFLIVFRY Of THE ATTACHED AGRFFMENT HFTWFEN THE CITY OF MIAMI AND F3FIAFONTE TACOI CY CENTER, INC., SPECIFYING THE EXECUTION, ADMINISTRATION AND MANAGE MEN f OF AN $800,000 GRAN1 FROM THE I1.S. OFPART MEN I OF COMMERCF'ECONOMIC DEVELOPMENT ADMINISTRATION FOR THE - 13ENOVATION AND DEVELOPMENT OF THE PANTRY PRIDE BUILDING AND PROPERTY LOCATED NORTHWEST 62ND STREET AND NORTHWEST 6TH AVENUE IN THE CITY OF MIAMI. WHEREAS, the City of Miami submitted a pre-appIirat ion to the U.S. Department of Commerce on December 10, 1980, requesting a grant to renovate a rurrently vacant 46,000+ square Foot Pantry Pride supermarket structure into a 32,00O square foot supermarket and 8-10 retail establishments; and '.WHEREAS, the U.S. Department of Commerce has received a formal application from the City of Miami For the aforementioned project for funding from the Department's Public Works Program, Title I of the Public Works and Economic Develoment Act of 1964, as amended; and WHEREAS, the U.S. Department of Commerce awarded a Grant dated September 25, 1982 in an amount not to exceed $800,000 to construct or equip a shoppinq complex in the City of Miami; and WHEREAS, the City has met the cash match requirement and allocated $400,000 in additional funds as a long-term, low interest loan for the project; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The action of the City Manager in the M execution and delivery of the attached agreement between the City of Miami and Belafonte Tacolcy Center, Inc., specifying the execution, administration and management of an $800,000 CITY COMMISSION N MEETING OF SEP 7 1993 RES0tu14Urq Flu. 83-804,LJY REMARKS. Grant From the U.S. Department of Comin erce,'Lconomic Development Arlrninistration, for the renovation and development of the Pantry Pride RuiIding arrd prnperty I o c a t e d at Northwest 62nd St reet and Nort hwost 6th Avenue, in the City of Miarni, is herehy ratified, approved and confirmed. PASSED AND ADOPTED this 7th day of September , 1983 ATTEST: ALPFrG. ONGIE TY CLERK PREPARED AND APPROVED BY: C e--4 t .- Lfle, I. ROBERT F. CLA K DEPUTY CITY ATTORNEY Maurice A. Ferre MAURICE A. FERRE M A Y O R APPROVED AS TO FORM AND CORRECTNESS: C _ SE R. ,ARCIA-PEDROSA ITY ATTORNEY -2- 83�8042- ME,MOPANDUI'' OF tGREE�IEHT THIS MEMORANDUM OF AGREEMENT is ,nWie and ent(_r"] into hetween the City of Miami, a municipal corporac ion of the State of Florida, hereinafter called the CITY, and the ^elafonte Tacolcy Center., Inr_orporated, a Florida corporation. not -for - profit, hereafter called RTC. WITNESSETH : WHEREAS, the City and BTC have heretofore applied for a U.S. Department of Commerce Economic Development .Administration (EUA) Public Works and Development Facilities grant ank-1, have received and accepted an Offer of Grant ;sated September 25, 1982, in an amount not to exceed $600,000.00 to construct or equip a shopping center complex in the City of Miami, hereafter referred t,.) as the VENTURE; and WHEREAS, the City of Miami has allocated $400,000.00 in additional funds as a .long-term, low interest loan for the VENTURE; and WHEREAS, the CITY and BTC intend that their interests in services to be rendered and their interests in the VENTURE and in the revenue derived therefrom be defined by a memorandum of agreement; and WHEREAS, Liberty City is a designated blighted area under Section 163.340(8) of the Florida Statutes and the purpose of this project is a public purpose to improve and rehabilitate the Liberty City area and to stimulate its economic development by developing a shopping center, creating additional jobs and stimulating additional commercial activity in tne neighborhood; NOW? THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, and upon the promises and the mutual covenants and agreements herein contained, the parties hereto agree as follows; 83-803 h1 ARTICLE I Purpose, Business, to he Carried on, and Objectives to i)e EJ(ected A. The MY and i3'rC by t pis Aq::eement do hereby agree to carry out this Agr-((ment and to art in all respr-o' s in accordance herewith. Nothing therein contained shalt bc,- constr)Qd or deemed to establish any other purioso for this Agreement, or to prohibit the parties from the pursuit of other business interests or activities that wnulc3 not substantially inCerfere or conflict with the provisions of this hgretttiaent. B. Except as expressly provided herein to thn contrary, the rights and obligations of the part-it;..6 to this agreement shall be governed by the laws of the State of Florida. When personal property is owned by both entities pursuant to this Agreement, neither party shall individually have ownershiF� of such property. Neither shall either party be indnht.ed of pledge its credit to the other by reason of this Agreement. C. In accordance with the requirements of the FBA Grant and in furtherance of the purposes expressed in this Memorandum of Agreement, BTC will contract for the design, development, construction, leasing and operation of the VENTURE with a Florida corporation not -for -profit which has been speci- fically organized by ETC for the purpose of managing the VENTURE. D. The interest of either party in this Agreement and in the VENTURE shall be deemed personal property. E. The VENTURE will be constructed pursuant to the requirements utilized by the City of itiami as to performance bonds and payment bonds. ARTICLE: II r Contributions and Relationships A. The CITY and BTC will be joint recipients of the U.S. Department of Commerce EDA grant funds and will both have interests in the VENTURE developed with those funds, subject to 2 the interest of the U.S. department of Commerce EDA, which interest will dissolve after the 40 year estimated useful life of the VENTURE and with the expiration of the CITY's mortgage on the VENTURE site and BTC's lease of the CITY's interests. as discussed in paragraphs C and D. B. The CITY will allocate $400.000,00 as a long-term, low interest loan for the VENTURE and 3TC will execute and deliver to the CITY a Promissory Note in the amount of $400,000.00 to be evidenced by a mortgage on the VENTURE, kite in favor of the CITY. The term of such loan shall be 40 year;. C. BTC will lease, for a 40 year period, the CITY's interest in the VENTURE for a rental of $1.00 per year. D. At the end of the 40 year lease described in paragraph C above the CITY's interest in the VENTURE will be extinguished and BTC will own 100% of the VENTURE. The U.S. Department of Commerce EDA's interest likewise will he extin- guished at that time. ARTICLE III CITY will be fiscal agent A. The CITY will operate as the sole fiscal agent with regard to the expenditures to be incurred in the development process. B. All requests for payment and payments during the development phase shall be transmitted through the CITY Project Director's office. ARTICLE IV Management A. BTC will contract with its contracted manager (referred to in paragraph I-C and hereafter known as the MANAGER) for the construction, management, operation, leasing and mainten- ance of the VENTURE. R. BTC will conduct regular board meetings, and shall cause the MANAGER to conduct regular board meetings, through the 3 " 3-80 , term of the EUA grant to monitor implementation of the VENTURE, and to provide feedback on complaints or opport,inities, which board meetings shall be given reasonable notice a,.i shall be oven to the public, and shall be conducted in accordance with Florida law and with the requirements of the Article: of Incorporation and bylaws of the respective organizations. C. The CITY shall designate a Project Manager to manage the CITY's participation in the VENTURE and to coordinate_ with BTC and BTC's MANAGER. D. BTC will cause the 14ANAGER to provide a channel for private sector and business participation by keeping groups and individuals informed of the VENTURE:'s development as well as by obtaining from them feedback regarding the same. E. BTC will cause the MANAGER to coordinate with the CITY on -the solicitation and selection of contractors for the construction of the shopping center. The CITY Commission specifically reserves the right to approve the selection of the architect and the general contractor for the VENTURE from a list of recommended architects and general contractors submitted by the MANAGER on behalf of BTC. E. BTC shall, and shall cause the MANAGER to, keep the CITY informed of their activities by (1) submission of monthly progress reports, (2) ad hoc communication as may be necessary on policy issues, and (3) submission of an annual program and financial report. ARTICLE V Consultant Contracts BTC shall cause the MANAGER to take responsibility for determining that Consultant rates of compensation do not exceed the rates specified in the Code of Federal Regulations. The CITY shall review each contract or subcontract using EDA funds for compliance with Federal Regulations. 4 83-8 �' F ARTICLC VI Books oi: accounts A. The CITY shall kr ep or cause to ;,o Irl"ept Lull and true books of account reflecting all Project transacti-_ns. Said books of account reflecting all project transactions. Said books of account shall be maintained at the principal office of the CITY and shall. be maintained at the princip-Al office of the CITY and shall be open to the inspection anti examination cat. BTC, thF- MANAGER or their representatives during business hours. B. The said records shall be mace availahle to the City Internal Audit Department or authorized repr.ecs(�ntatives and the representatives of the Federal Government to atidit, examine and snake audits of all contracts, invoices, 'materials, poyrt:,)ll s, records of personnel, conditions of employment and other data relating to. all matters contained in this Agreement. The documents and records shall be furthermore maintained by the CITY for not less than three years following the termination of this Agreement. ARTICLE VII Amendments and Assignability A. The CITY and BTC may, at their discretion, amend this Memorandum of Agreement at any time to conform with any facts which may require such amendment. Amendments, if so required, shall be attached hereto in writing signed by a dLly authorized representatives of each party, subject to the approval of the City Commission. This Agreement is not assignable by either party without the written approval of the other party in the form of an amendment hereto, 83-8 a �"'4 ARTICLE VIII A,ntire Agreernpnt This Agreement is the entire adr.eement l.etwee:n t;ie parties with respect to the :subject matter hereof and superseder all prior agreements between the parties with respect hereto. No alteration, modification, or interpretation hereof: shall be binding unless in writing and signed by both parties. ARTICLE IX Notices A. All notices required or permitted by this Agree- ment shall be in writing and shall be sent by registered or certified mail to: AS TO THE CITY: Office of the City Manager City of Miami 35UU Pan American Drive Miami, Florida 33133 AS TO BTC AND THE MANAGER: Tacolcy Economic Develop- ment Corporation 6140 Northwest 7th Avenue Miami, Florida 33127 ARTICLE X Binding Effect A. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective succes- sors and assigns. B. This Agreement is made pursuant to the laws of the State of Florida and shall be construed in accordance therewith. C. If any provision hereto shall be held unenforce- able or void then such provision shall be deemed severable from the remaining provisions and shall in no way affect the validity of other provisions of the Agreement. No consent or waiver, 6 '"'ova, express or intpI ie(j, 4)y any I,atty to or oC any brearh or deera�j1 t: by the other in the performance by the other of its obligations hereunder shall be deemed car construed r_,, he _, �:ons,_nt „r waiver to or of any other brea--h (-)r def Cult in the pr--, forinance by such other party of the same or an;- other obligations ir, this Agree- ment. Failure on the hart of either party to cowplain of any act or failure to act of the other Party or to (Ii2clare the other_ party in default, irrespective of how lone such failure con- tinues, shall not constitute a waiver by such party of it7 rights hereunder. t). Both parties hereto agree to adhere to the U.S. Department of Commerce FDA Special. Conditions attached hereto and made a part hereof riar.ked Exhibit 13. E. If litigation, arbitration, or adini ii.strative hearings are necessitated by disputes or controversies between the parties hereto regarding the VENTURE, each Marty shall bear its own costs and attorney's fees. F. The liability of the parties hereunder is liriited by the continued availability of EDA Grant Funds, and this Agreement may be terminated by either party upon no less than seven days notice in writing delivered by certified mail, return receipt requested, or in person with proof of delivery if such funds are not available as otherwise stated herein. ARTICLE XI Counterparts This Agreement may be executed in any number of counterparts and each of the counterparts shall be deemed to be an original, and this Agreement shall be binding on every party who shall execute any one of such counterparts. IN WITNESS WHEREOF, the parties hereto have cauco�d this Memorandum of Agreement to be executed: This day of rWI , 1983 CITY OF MIAMI, a municipal corporation of the State of Florida. 83-80 , 7 4 Attest! i<a1p1h T3a Ongie City Clerk Approved as to form and correctness: BAJose2R. Garcia-Py Attorney WITNESS: JEM/wpc/ab/ By:, Howard V. Garl; City Manaller 'Phis _ day of , 1.983 BELAEONTE TACOLC Y CENTER, INC., a Plorida Corporation, not -for -profit Attest: i1- Secretary (Corporate Seal) 83-803' .#A 4 TO Howard V. Gar•* Cit;Manager CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM DATE August 19, 1983 FILE SU9JE,ZT PANTRY PRIDE SHOPPING CENTER =ROM Charlotte Gallog1.✓,�' �,`�.� �'"`� REOERENCES September 7th Commission Director Meeting Agenda Department of Economic ENCLOSURES Development "It is recommended that the City Commission ratify the action of the City Manager in the execution and delivery of a contractual agreement in the form attached hereto, between the City of Miami and Belafonte Tacolcy Center, Inc. regarding the governing, and administration of an $800,000 grant from the United States De- partment of Commerce/Economic Development Administration for the renovation and development of the Pantry Pride building and property located at N.W. 62nd Street and N.W. 6th Avenue." On March 11, 1982, the City Commission authorized the City Manager by Resolution Number 82-235 to submit a grant application to the United States Department of Commerce/Economic Development Admi- nistration (EDA), to acquire and renovate the Pantry Pride building located at N.W. 62nd Street and 6th Avenue in conjunction with the Belafonte Tacolcy Center, Inc. (BTC). On July 22, 1982, the City Commission adopted Resolution Number 82-636 which approved and confirmed the City Manager's acceptance of an $800,000 grant award from the EDA for the renovation and development of the Pantry Pride Building and Property. The EDA approved the development and implementation of this project, which was accepted by the City Manager and BTC on September 9, 1982. On May 10, 1983, the City of Miami and the BTC entered into an agreement, in which the City allocated $400,000 as a long-term low interest loan venture. The above financing solidifies the City's match requirement necessary for EDA's participation. The Pantry Pride project is a joint venture between the City of Miami and the Belafonte Tacolcy Center, Inc. This project consist of a three -scree site and a 56,000 square foot building which would be acquired by BTC with a loan from the City of Miami. A Howard V. Gary Page 2 Subsequently the building will be renovated and developed with additional funds from EDA, County, Local Initiatives Support Corporation (Ford Foundation) and the Business Assistance Center. The completed project will include a 32,000 square foot super- market, 9,000 sq. ft. of ancilliary retail space and 15,000 sq. ft. of office space. The development cf this project is signi- ficant in terms of jobs, increased taxes and support of black entrepreneurship. The attached agreement specifies the execution, management and administration of the $800,000 grant awarded through this agreement, and how the City and BTC will govern themselves in relationship to the terms of the grant. Upon Commission approval, we will formally notify the EDA that all requirements pertaining to the acceptance of this application have been satisfied. Therefore, in accordance with the require- ments of the EDA grant and infurtherance of the purpose expressed in the attached memorandum of agreement, it is requested that the City Commission ratify the action of the City Manager in the execution of this agreement. CG/es Attachment 83-803.