HomeMy WebLinkAboutR-81-0158RE SOLUT T ON NO. S T " 1 15
A RESOLUTION AU'I'HORTZINC'r '1111; CITY
AN AGRE6N"I'
"SUPPORTIVE 1VTT1TCfTI1E�rOVERTOj NFI:CONO MICEDE VET-1-
DOCU�Y�ff�^ OPM NT C'ORPORAI'ION FOR '1`11E LENSING.
I\ CONSTRUCTION ANT) MANAGEMENT OF 1'11E
F��1LU ^ » OVERI'Ol�N SHOPPING CEXI'Ll?, WITH
FUNT)TNG FROM THE 1;CON01MIC DI:VF,LOP-
ME..NT ADM I N I S'1'RA'1' I ON AND A LOCAL MATC'ti .
WHEI,EAS, 1)%' Resolution 80-720, September 25, 1980, the
City Commission authorized the Cit.v Manmwr to accept a -rant
award of $1 .580,400 from Hie U.S. Department: of Commerce,
Economic Develol)ment: Administration to develop an Overtown
Neitrhhorttood Shoppi n�-• Uolite ),, with the expendi turd of funds
under ,-;uc'h to h(' aullinrized onl%• by the C'it.v Commission:
and
WHEIIJ.'AS , t he admi 11i st.rat i on has t'()l 1 Owed r t:111dard Ci tv
pr(�c'�dur(s f'or I('a-,im� Cite prOj)e1'ty and no out-,ide oi'1'ers
w('?re fort h(•Omi n1- : :111d
WHEREIAS , by ion 80-51 8 . July 10, 1980 the Ci t v
Comm i tis i on has 1'1111decT the Overt. own Ec nnomi c Devel opmetlt
CorporaI ion with Community Dcwelopment funds as a collimunity-
has(,d to provide economic development services
I'm, Overt mn : and
WHEREAS, by Capital Inlprovernont. ordinance, Ordinance 9199,
November 6, 1980, Lilo Conm)i ssi on nppropri ated $1 , 580, 400 for
the Overtown S}loppiiw canter; and
WHEREAS, the administration has lie<-otiated a contract with
the Ovortown Elcollonlic Development Corporation ror ie-asin,,, con-
st.l•u('t1On all(1 IIla11a',,Terllen-t and recommends approval of the contract;
N011',1111 REFORE,BE' I1' RESOLVED BY THE C01IP.IISSION OF THE
CITY OF MIAMI , FLORIDA:
99DOCU-MENT INDEX
ITEM N0. 3 if
"SUPPORTIVE' ��It ECOMMISSION
�NG o IoN
DOCU`` ( Anr F
�� ENTS �....,z i l r ,aI
FOLLOW" RESOLL111014
REMARKS.._�
Sect i on 1 . The City Manager is authorized to
execute a contract_ subHtalrt ial Iy in the form of the attached
agreement (pith the Ocert.onn Econcn»ic I)e%-olopment Corporation
for leasing, cows t:I'll ct.ioil and manas,emcnt. of the Oyertown
Shoppin., Center, tcith funding from the Economic Development
Administration and a local match.
PISSED AND ADOPTED this 17
?1T'I E ST :
IIALPI G. (1'�GIF: CITY C11'
Clay of MARCH , 1.981 .
MAURICE A. FERRE
MAUItICE A. F MIRE , MAYOH
PHI•:PAHEID AND AP11110V 'D BY
:1, Jhn' A:�' CITY A'I"I'OHNI Y
APPROVED AS TO FORM AND CORIiECTNI?SS
;;,.r 60�6/4::�
HOBI-AI • F. CLARK, :1CriNG CITY ATTORNE'N'
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s 8
Its
4
41.
!NTER-OFFIC-E •1E-MORANDWA
To Richard L. Fosmoen
City Manager
:'Al; February 19, 1981 -
Overtown Shopping Center
raoti,
'Joseph W. McManus
Acting Director
Planning Department
The City has received $1,580,400 to construct
the Overtown Shopping Center in conjunction
with the Overtown Economic Development
Corporation. A contract to carry out that
project is recommended for approval.
BACKGROUND:
In late September 1980, the City received a grant from the
Economic Development Administration in the amount of $1,580,400
to construct the Overtown Shopping Center. The grant was to be
matched by local funds in the amount of $395,100. The shopping
center will be constructed in the vicinity of NW 3rd Avenue and
14th Street adjacent to the Culmer/Overtown Neighborhood Facility.
It would provide much needed shopping services for the area, addi-
tional jobs for the residents, and significant opportunities for
Black entrepreneurs.
RECOMMENDATION :
The attached contract would lease the facility to the Overtown
Economic Development. Corporation (OEDC) for a 40-year period at
a nominal rental. of $1.00 a year. The 38,000 square foot shopping
center properties would pay local real. estate taxes. The project
would be managed by a ,joint City/OEDC Management Committee with
the crucial decisions of architect/developer selection and con-
tracting for shopping canter management subject to approval of
both the OEDC Board and the City Commission. It is recommended
that the City Commission approve this Agreement enabling tale City
and the OEDC to carry out this important project.
Attachment
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61 4 ,
t
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is made and entered into
between the City of Miami, a municipal corporation of the State
of Florida, hereinafter called the City, and the Overtown
Economic Development Corporation, a Florida corporation not for
profit, hereafter called OEDC.
WITNESSETH:
I
WHEREAS, the City and OEDC have heretofore applied for
a U.S. Department of Commerce Economic Development Administration
Public Works and Development Facilities grant and have received
an Offer of Grant dated September 26, 1980 in the amount of
$1,580,400.00 to construct the OVERTOWN SHOPPING CENTER; and
WHEREAS, the City of Miami has committed local matching
funds in an amount of $395,100.00 and
WHEREAS, the City of Miami holds title to 1.5 acres and
Dade County holds title to .7 acres of the 2.2 acre proposed
shopping center site and the City will use its best efforts to
acquire the County land subject to a lease in favor of OEDC,
along with the adjacent Florida Department of Transportation
Right of Way which comprises additional land; and
WHEREAS, the City and OEDC intend that their interests
in services to be rendered and their interests in the Property and
in the revenue derived therefrom be defined by a memorandum of
agreement; and
WHEREAS, OVERTOWN 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
OVERTOWN area and to stimulate its economic development by the
development of a shopping center, creating additional jobs and
stimulating additional commercial activity in the neighborhood.
NOW, THEREFORE, in consideration of the sum of Ten
Dollars and other good and valuable consideration,
the receipt
nS'LI
�OCU
EIV TS
. pQow,
of which is hereby acknowledged, and upon promises and the
mutual covenants and agreements herein contained, the parties
hereto agree as follows:
AUTTrT.F T
Purpose, Business to be Carried on, and
Objectives to be Effected
A. The City and OEDC by this Agreement do hereby
agree to carry out this Agreement and to act in all respects
in accordance herewith. Nothing I herein contained shall be
construed or deemed to establish any other purpose for this
Agreement, or to prohibit the parties from the pursuit of
other business interests or activities that would not sub-
stantially interfere or conflict with the provisions of this
Agreement.
B. Except as expressly provided herein to the con-
trary, the rights and obligations of the parties to this agree-
ment 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 owner-
ship of such property. Neither shall either party be indebted
or pledge its credit to the other by reason of this Agreement.
C. In furtherance of the purposes expressed in this
Memorandum of Agreement, OEDC will contract for the design,
development, construction, leasing, and operation of the
OVERTOWN Shopping Center subject to the approval of the City
Commission. When the construction is completed, OEDC will
contract for the management of the facility and will be re-
sponsible for its operation, subject to the approval of
the City Commission.
D. The interest of either party in this Agreement
and in the Shopping Center shall be deemed personal property.
E. The Shopping Center will be constructed pursuant
to the bidding requirements utilized by the City of Miami,
including performance bonds and payment bonds.
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ARTICLE II
Contributions and Relationships
A. The City and OEDC will be joint recipients of the
U.S. Department of Commerce Economic Development Administration
grant funds and will both have interests in the OVERTOWN SHOPPING
CENTER developed with those funds, subject to the interest of
the U.S. Department'of Commerce Economic Development Administra-
tion, which interest will dissolve after the 40 year estimated
useful life of the shopping center and with the expiration of
the first 40 year lease as discussed below in paragraphs C and
D.
B. OEDC will lease for a 40 year term the City's
1.5 acre site and the City will use its best efforts to acquire
the County's .7 acre site subject to a lease in favor of OEDC
and the adjacent Florida Department of Transportation Right
of Way; the leases to OEDC will be for a rental of $1.00 per
year. Subject to appllicable law and Charter requirements
at time of the termination of the 40 year term, the lease
will be renewable by OEDC at the same rent for an additional
40 year period.
C. The OEDC will lease, for a 40 year period the
City of Miami's interest in the developed shopping center
facility for a rental of $1.00 per year.
D. At the end of the 40 year lease described in
paragraph C above, the City of Miami's interest in the de-
veloped shopping center will be extinguished and OEDC will
own 100% of the developed shopping center facility improve-
ments; the U.S. Department of Commerce Economic Development
Administration's interest will likewise be extinguished at
that time.
E. The City's contribution of $395,100.00 will
include the estimated valuation of the total land to be
leased to OEDC as of the date of the execution of this
Agreement with the remainder to be provided from other��
funds. VE
SUPpp
L)OCtJ1WEN7-S
3 L.. OL 0Wy>
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 develop-
ment process.
B. All requests for payment and payments during the
development phase shall be transmitted through the City
Project Director's office after approval by the Management
Committee.
ARTICLE IV
Services of Parties and Reimbursement
of Expenses
A. OEDC will conduct regular board meetings through-
out the process to monitor impelentation of the OVERT01,414
SHOPPI..G CE::TER project and provide feedback on complaints or
opportunities, which board meetings shall be reasonably
noticed and open to the public.
B. OEDC will provide secretarial services for the
meetings of its board and the meetings of the Management
Committee which will coordinate the implementation and
management of the project.
C. OEDC will provide data regarding business needs
and the identification of business development opportunities
within the OVERTOWN area.
D. OEDC will provide a channel for private sector and
business participation by keeping groups and individuals informed
of the shopping center's development as well as by obtaining
from them feedback regarding the same.
` E. OEDC will coordinate with the City the solicitation
and selection of the development team for the construction of
the shopping center.
E. OEDC will coordinate with the city the solicitation
and selection of tenants for the shopping center.
G. OE'DC will contract :pith a professional management
firm acceptable to the City Commission for the operation, leasing
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and maintenance of the completed shopping center.
H. OEDC may be reimbursed for up to $120,000 for
the services specifically set forth above in this Article.
I. Requests for payment to OEDC for such in-house
costs shall be accompanied by sufficient supporting documen-
tation, including time sheets for staff working on the project,
and such requests will be made on a monthly basis to t)ie
City Project Director.
J. All other requests, for reimbursement of expenses
by either party will be subject to approval by the City and
the management committee and shall be supported by adequate
supporting documentation as set forth in paragraph I above.
K. Project Budgets including more than one item
for reimbursement may be approved by the Management Com-
mittee, subject to approval by the City.
L. All OEDC personnel in positions which would
warrant such reporting will keep the City informed of their
activities by (1) participation in regular meetings of the
Management Committee, (2) submission of monthly progress
reports, and (3) ad hoc communication as may be necessary on
policy issues.
T WSTOT.F tl
Consultant Contracts
A. OEDC agrees to obtain prior approval from the City
Commission of any proposed consultant contracts. Any work
or services subcontracted shall be subject to each provision of
this Memorandum of Agreement. None of the work or services
shall be subcontracted or reimbursed without the prior written
consent of the "Management Committee and prior approval of the
City Commission. OEDC shall take responsibility for deter-
mining 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 complaince with Federal Regulations.
"SUPPORTIVE
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ARTICLE VI
Management
A. Management of the OVERTOWN SHOPPING CENTER project
shall be vested in a Management Committee which will serve
in an advisory capacity, underthe supervision of and subject
to the approval of the City Commission.
B. The Management Committee shall he composed of
eight persons, four of whom OEDC shall designate and four
1
of whom will represent the city as (1) Director of the Office
of Trade and Commerce, (2) Director of Community Develop-
ment, (3) Director of the City Planning Department, and
(4) a City Manager's Staff official.
C. All actions of the Management Committee shall be
by unanimous vote, except where the votes cast by either party
shall be split, then by majority vote, had at a meeting of the
Management Committee at which at least one representative of
each party is continuously present; except that if the number
of representatives of either party is less than four, each
party shall be entitled to an equal number of votes which
shall be the number of representatives present; provided,
however, that the Management Committee may also act by the
unanimous written consent of the Management Committee.
D. No person on the Management Committee or any
officer, director or employee of OEDC may have any personal
financial interest, director or indirect, in OVERTOWN
SHOPPING CENTER. It is specifically understood and agreed
to that no member of the tanagement Committee may receive a
salary or other remuneration for the services of that party
rendered to or on behalf of the Management Committee.
E. Each party shall be responsible for keeping
four current members on the Management Committee.
F. Contracts shall be entered into in the name of
OEDC upon resolution of the Management Committee, subject to
the approval of the City Commission.
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A 4
G. Deadlocks of the 'Management Committee shall be
resolved by the City Commission.
ARTICLE VII
Books of Account
A. The City shall keep or caused to be kept full
and true books of account reflecting all project trans-
actions. Said books of accounts shall be maintained at the
principal office of the City and ishall be open to the
inspection and examination of OEDC or its representatives
during business hours.
B. The said records shall be made available to the
City Internal Audit Department or authorized representatives
and the representatives of the Federal Government to audit,
examine and make audits of all contracts, invoices, materials,
payrolls, 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 follow-
ing the termination of this Agreement.
ARTICLE VIII
Amendments and Assignability
A. The City and OEDC 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 all members of the 'Management Committee or duly authorized
representatives of each party, subject to the approval of the
City Commission.
B. This Agreement is not assignable by either party
without the written approval of the other party in the form
of an amendment hereto.
ARITCLE IX
Entire Agreement
A. This Agreement is the entire agreement between
"SUPPORTIVE
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the parties with respect to the subject matter hereof and
supersedes all prior agreements between the parties with
respect hereto. No alteration, modification, or interpre-
tation hereof shall be binding unless in writing and signed
by both parties.
ARTICLE: X
Notices
A. All notices required or permitted by this
Agreement shall be in writing and shall be sent by regis-
tered or certified mail to:
The City: The City Planning Division,
275 N.W. 2nd Street, Hiami, Florida
33128, Attention: Jim Reid, Director:
To OEDC: Attorneys Blackwell, Talker,
Gray, Powers, Flick & Hoehl, Attention:
Joel M. Aresty, Esq., 2400 AmeriFirst
Building, One Southeast 3rd Avenue,
Miami, Florida 33131 with a copy to
Charles Cash, 2060 N.J. 2nd Avenue,
Miami, Florida 33127.
ARTICLE XI
Binding effect
A. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, and their respective
successors 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 unen-
forceable 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 Agree-
ment. No consent or waiver, express or implied, by any
party to or of any breach or default by the other in the
performance by the other of its obligations hereunder shall
be deemed or construed to be a consent or waiver to or of
any other breach or default in the performance by such other
party of the same or any other obligations in this Agreement.
"SUPPORTIVE
8 DOCUMENTS
FOLLOW"
Failure,on the part of either party to complain of any act
or failure to act of the other party or to declare the other
party in default, irrespective of how long such failure con-
tinues, shall not constitute a waiver by such party of its
rights hereunder.
D. Both parties hereto agree to adhere to the
U.S. Department of Commerce Economic Development Adminis-
tration Special Conditions attached hereto and made a
part hereof inarked Exhibit A, and to its Standard Terms
and Conditions attached hereto and made a part hereof marked
Exhibit B.
E. If litigation, arbitration, or administrative
hearings are necessitated by disputes or controversies between
the parties hereto regarding OVERT014N SHOPPING CENTER, each
party shall bear its own costs and attorneys fees.
F. The Parties liability under the Agreement is con-
tingent upon the continued availability of EDA grant funds.
This Agreement may be terminated by either party upon no less
than seven (7) days notice in writing delivered by certified
mail, return receipt requested, or in person with proof of
delivery.
ARTICLE XII
Counterparts
A. 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 exeucte any one of such counterparts.
IN WITNESS WMEREOF, the parties hereto have caused
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this Memorandum of Agreement to be executed:
ATTEST:
City Clerk
Approved as to form and
correctness:
By
City Attorney
This day of , 1980.
CITY OF MIAMI, a municipal corporation
of the State of Florida
By
City Manager
This day of , 1980.
OVERTOWN ECONOMIC DEVELOPMENT
CORPORATION, a Florida corporation
not for profit
By
President
Attest:
By
Secretar•�
1
(Corporate Seal)
"SUPPORTIVE
DOCUMENTS
I� FOLLOW"
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13051 358-8880 TELEX 52-2789
SAMUEL J POWERS. JO.
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JONN B.-ELL CI
JAM ES C. BLEC I'E
ptc"AnD L WILLIA S
Or COUNSEL
PAUL A LAPIN. JP
JAMES M UILLED
JOMN P�.CHADO COLLIER
WILLIAM M. WALMEP JR.
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C. REED GUT4PIOGE
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J. MIC MAEL NIrONG
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February 20, 1981
Mr. Jim Reid, AICP
Director, Planning Dept.
City of Miami
P. 0. Box 330708
Miami, Florida 33133
Re: Overtown Shopping Center
Dear Mr. Reid:
•In response to your secretary, Janice's request,
attached please find copies of the EDA Special Conditions
and Standard Terms and Conditions comprising Exhibits A
and B to the proposed Memorandum of Agreement.
Please don't hesitate to call upon the undersigned
if we can be of any further assistance in this regard.
Very truly yours,
W.tFjoo'
M. P
the F
JMA:amc
Enclosure
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DCUMENTS
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) S. DEPARTMENT OF C0146�(
Economic Development Administration
Exhibit "A"
Public Works and Development Facilities
Project No. 04-11-02079
City of Miami/Overtown
GRANTEE: Economic Development
Corporation
Miami, Dade County, Floridil
SPECIAL CONDITIONS
1. The Grantee agrees to the following project development time schedu.
Time required after EDA approval for:
Completion of Final Plans _ 90 days
Advertise for the purpose of Competitive Bidding -120 days
Award of Construction Contract — " 150 _ days
Start of Construction 80 days
Construction Period 18 months
2. Devartnent of Labor Regulations set forth in 41 CFR 60-4 establish
goals and timetables for participation of minorities and worien in t!
construction industry. The regulations apply to all Federally.assi.
construction contracts in of $10,000. Grantee/Dorrower s_hal:
comply with these regulations and obtain compliance with
41 CFR 60-4 from contractors and subcontract -ors employed in the
completion of the project by including such notices, clauses, and
provisions in the solicitations for Offers or Bids as required by
41 CFR 60-4. Goals and timetables for the participation of women is
each trade area shall be as follow:,:
Timetable 00.1Is ('t)
From April 1, 1980 ur.=:? March 31, 1081 6.9
Goals for minority past_='_patio» sho] I be as pr.o:scribed by Appendix
Federal Register, Vol. 43, No. 611, April 7, 1971B or s%ibse-cluent publ
cations. Grantee/Borrower shall i1iclude the "Standard Federal Equa
Employment Opportunity Construction Contract Shcc:ifications" (or ca
thein to be included, if appropriate) in all Federally a3si sted con-
tracts and subcontract. The goal:: and timetabless for minority and
female participation may not be le::: than those published pursuant
to 41 CFR 60-4.6.
3. Prior to advertising for construction bids, the Grantee shall have a:
appraisal satisfactory to the Government of the land and/or facilitit
used as in -kind contribution for this, project. In the event it shout
become necessary, the Granter_ agree:, to provide any c ash that would
required to bring the in -kind contrihtition to $150,000, should the
appraisal not support that amount. "SUPPORTIVE
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Exhibit "B"
October 1, 1978
U. S. DEPARTMENT OF COMMEP,CE
ECOINOHIC DEVELOPMENT ADiMINISTRATION
Public Works and Development Facilities
STANDARD TERX,'J AND CONDITIONS
-' For the purpose of these Standard Terms and Conditions, the term (a) "Government!'
refers to the Economic Development Administration; (b) the tern "Assistant
Secretary" refers to the Assistant Secretary of Commerce for Economic Development;
and (c) the term "Grantee/Borrower" refers to the undersigned recipient of
Governmental funds whether receiving a Grant, a Loan, or a Grant and a Loan,
under the agreement to which this is an attachment made a part thereof. The work,
the facilities and/or the property, real or personal, which is financed wholly or
in part by the Government hereby will be referred to as "the Project."
The Public Works and Economic Development Act of 1965 and its amendments are
hereinafter referred to as P. L. 89-136.
Sorge of the terms and conditions herein contain by reference or substance a
7 " su..,nary of the pertinent statutes or of regulations published in the Code•of
Federal Regulations. To the extent that it is a surenary, such term or
condition is not in derogation of, or an amendment to, the regulation issued
by a Federal agency. All statutes or regulations whether or not referenced
herein are to be applied as amended on the date they are administered.
A. Statutory Requirements
The Government shall be under no obligation to disburse funds unless the
.� Grantee/ Bor•ror-rer is in compliance with the following requirements:
1. The Grantee/Borrower shall comply, and require each of its contractors
and subcontractors employed in the completion of the project to
comply with all applicable Federal, State, Territorial, and local
laws, and in particular the following Federal laws and regulaticns
issued thereunder:.
a. The Public Works and Econ-�r,ic Development Act of 1965, as
• amended, P. L. 89-136, 42 U.S.C. 3121, et seq, and regulations,
13 CFR, Chapter III;
b. The Davis -Bacon Act as amended (40 U.S.C. 276a-276a (5); 42
U.S.C. 3222, as amended));
e. The Contract Work Hours Stardards Act, as amended (10 U.S.C.
• 327-333);
ei�JU�POriT� V d. The Copeland "Anti-KicEth,,c,." Act., as amended (40 U.S.C.
(` 276 (c); (18 U.S.C. 874));
DO v U W N T S e. Title VI of the Civil Rights Act of 19C4 as amended 4
1OLLOW
, U.S.C. 2000d-2000d-4), Executive Orders 11114, 11246 an! 11375,
41 CFR Part 60-4, P. L. 9?-65, Section 11", 13 CFr 311.4,E-A3
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as amended, regulations issued pursuant to the Age Discrimination Act
of 1975, 42 U.S.C. 6101, et seg., when they beccme effective on or
after January 1, 1979, and such other civil rights legislation as is
applicable;
f. The Clean Air Act as amended (42 U.S.C. 7401, et seq.);
g. The Federal Water Pollution Control Act, as ameridr.,d (33 U.S.C.
.. - 1251 , et seq.) ;
h. The Endangered Species Act, as amended (16 I.S.C. 1531, et seq.);
i. The Coastal Zone Management Act of 1972, as amended (16 U.S.C.
1451, et seq.);
j. The Safe Drinking Water Act of 1972, as amended (42 U.S.C.
300f-A ;
k. The Energy Conservation and Production Act (applicable to con-
struction of new residential and commercial structures) (42 U.S.C.
6801, et seq.);
1. The Wild ); and Scenic Rivers Act, as amended (16 U.S.C. 1271, et
m. The Historical and Archeological Data Preservation Act, as
arrended (16 U.S.C. 469);
n. Executive Order 11990, Protection of Wetlands (tray 24, )977);
o. Public Law 90-480, as amended, (42 U.S.C. 4151, et seq.) and the
regulations issued or to be issued thcreur,'.er, prescribing standards
for the design and construction of any building or facility intended
to be accessible to the public or which may result in the employment
of handicapped persons therein;
P. Section 504 of P. L. 93-112 (29 U.S.C. 79.1), and the implementing
regulations in 15 CFR Part 15 as soon as such regulations become
effective prohibiting discrimination aq.iinst the -handicapped under
programs or activities receiving Federal financial assistance;
q. The Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (P. L. 91-646, as amended), (42 U.S.C. 4601, et
seq.) and 13 CFR Part 310, as amended;
r. The Flood Disaster Protection Act of 1971, P. L. 93-214, as
amended, (42 U.S.C. 4002, et seq.) and rcd;rl.;tions and guidelines 0
issued thereunder by the U. S. Dvpartrncnt of `!►using and Urban
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Development and/or the Economic Develoi,;-.r�r►t ;,dmini.tr, tion; O
S. Office of Management and Guddet Circular A-o"' or A-110 as
applicable (A-102 is applicable_ to Govorn7.,ental Gr,intcos. A-I10 is Q
applicable to non -governmental grantees);
-+_.�.: ... _ _ '�.. , , � .. r�i �*.. si L+1•`-W :"S'►K•1 .Y'.- t.rr�...•r'�,.: t-�.��\' y+.._..��.--.�.,. �. s.
40
t. E.O. 11988, Floodplain Managerent,
and guidelines issued thereunder by the
Administration;
May 24, 1977, and regulations
Economic Development
u. National Environmental Policy Act of 1969 (P. L. 90-190); the
National Historic Preservation Act of 1966 (16 U.S.C. 470); and
Executive Order No. 11593 of May 13, 1971, and all pertinent rules
and regulations issued thereunder;
v. The Lead -based Paint Poisoning Prevention Act (42 U.S.C. 4831)
and the implementing regulation in 13 CFR 309.29.
2. If the Project includes sewer or other waste disposal facilities,
EDA will not approve final plans and specifications, authorize
advertising for bids, or disburse funds until the Environmental
Protection Agency has issued a certificate as required by Section
106, P. L. 89-136 (42 U.S.C. 3136).
3. The Grantee/Borrower shall file uie certification and agreements
required by Section 711, P. L. 89-136, as amended, (42 U.S.C. 3221)
13 CFR 309.7, as amended.
4. Prior to the disbursements by the Government of any loan funds'
pursuant to this agreement, the Gran tee/ Borro,.rer must demonstrate to
the satisfaction of the Government that funds are -not otherwise
available on terms which will perinit the co�rnletion of the project
as required by Section 201, P. L. 89-136 (42 U.S.C. 3141).
5. The Grantee/oorrower warrants that the Project will be properly
and effeciently administered, operated and maintained as required
by Section 604, P. L. 89-136 (42 U.S.C. 3204). Prior to construc-
tion completion, the'Grantee/Borrower shall submit evidence
satisfactory to the Government that sufficient funds are available
for requisite capital expenditures necessary to commence operations
and to administer, operate and maintain the Project for its useful
life.
B. General Requirements
1. The Grantee/Borrower shall comply Faith the administrative, pro-
cedural and policy requirements containcd in the current edition of
the Economic Development Administration booklet, "Requirements for
Approved Public Works Projects", and the applicable regulations of
the Economic Development Administration.
2. The Government reserves the right to suspend the grant or loan,
and withhold further payments, or prohibit the Grantee/Borrower
from incurring additional obligations, pending corrective action by
the Grantee/Borrower or a decision by the Goverrrkent to terminate
the grant or loan unless the Project is r.cmpletc-d to the satisfac-
tion of the Government.
"SUPPORTIVE
nOCHMENTS FOLLOW'
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3. The Government shall have the right to terminate for cause all
or any part of its obligation hereunder if:
a. Any representation made by the Grantee/Borrower to the
Government in connection with the application for Government
assistance shall be incorrect or incomplete in any material
respect.
b. The Grantee/Borrower fails to comply with the essential
condition of this Agreement, that it shall diligently pursue
the development of this Project to ensure completion within
the length of time proposed in the Offer. Failure to meet
the schedule in the Offer may cause the Government to ter-
minate the Offer of Grant. It is expressly understood and
agreed that the Grantee/Borrower shall notify the Regional
Director in the event delays occur which substantially
affect the accomplishment of the Project.
e. 'The intent and purpose of the Project is changed sub-
stantially so as to significantly affect the accomplishment
of the Project as intended.
d. The Grantee/Borrower has violated commitments made by
it in its application and supportino documents or has
violated any of the terms or conditions of this Agreement.
e. Any official, employee, architect, attorney, engineer
or inspector of or for the Grantee/Borrower or any Federal,
State or local official or representative, becomes directly
or indirectly interested financially in the acquisition of
any materials or equipment, or in any construction for the
Project, or in the -furnishings of any set -vice to or in
connection with the Project, or in any benefit arising
therefrom.
f. The Grantee/Borrower fails to report immediately to
the Government any change of authorized representative())
acting in lieu of or in behalf of the Grantee/Rorrower.
4. The obligations hereunder may be ter -urinated for convenience
if:
..a. Both the Grantee/Borrower and the Government agree tha":
continuation of the Project would not produce beneficial
"SUPPORTIVE results commensurate with the further expenditure of funds.
,/; r% b. Both the Grantee/Borrower and the Government shall agree
•D 0 C U1rV1,1E N T D upon the termination condition;, including the effective
F Q L L O Wt' date and, in the case of partial terminations, the portion
to be terminated.
:•., c• The Grantee/Borrower agrees to incur no new obligations
for the terminated portion after the effective date and to
..,Tr cancel or satisfy all outstanding obligations as of that date.
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5. The Grantee/Borrower shall have the sole authority and full
responsibility, without recourse to the Federal Government or any
of its agencies, for the settlement and satisfaction of all
contractual and administrative issues arising out of this grant
e and/or loan.
6. Except for such aspects as, but not limited to, zoning,
building permits, and recordin? rEq�ircr��nts, this Grant, Loan or
Grant and loan shall be governed by and construed under Federal
1 aw.
7. By acceptance of the Offer of Government assistance, the
Grantee/Borrower represents that it has not paid, and also,
agrees not to pay, any bonus or corrission for the purpose of
obtaining an approval of its application for this assistance.
C. loan (Bond and/or Note) P•equirer:ents
1. Bonds and/or Notes
a. The Grantee/Borrower shall initiate and prosecute to
completion all proceedings necessary to the authorization,
issuance, and sale of the Bonds and/or Motes to the
security thereof. When, said proceedings have been completed
I to the point of, but not including, the delivery of the
Bonds and/or Notes to the Government, the Grantee/Borrower
may file a requisition requestinn the Government to purchase
the Bonds and/or Notes. The requisition shall he supported
by such data as the Government sh3ll require to determine
whether the Government is obligated under the provisions of
this Agreement to honor such requisition. If the Government
" is so obligated, --it will purchase the 3onds and/or Notes
covered by such requisitions, within the limitations,
however, specified in this agrecment.
b. The Gran tee/Lor•rower shall furnish the Government a
transcript of proceeding,; for th�ii authorization, issuance.
sale and security of the Bonds anti/or Motes evidencing that
I the Bonds and/or notes, when delivered and paid for will
constitute binding and legal obligations payable and secured
in accordance with their tenor and umt all proceedings for
the financing and the acquisition, construction and develop-
ment of the project preliminary to the delivery of the Bonds
i and/or Notes to the Government have occurred in due time,
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fora, and manner, as required by law.
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c. In the event that the Government, Pursuant to its bid,
is
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requested to purchase all or Inv part of the Bonds any!/or�r-
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1 Notes, the Grantee/Borrower slag i 1 del ivccr upon closing one
1 or more Bonds and/or Motes in principal amount(s) satisfac-
O
ter." to the Government, regist•2red as to principal and
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:*•� interest in the nave of the Govorn^nt,
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d. The Grantee/Borrower aorees that upon ninety (90) days
written notice it will, at its own expense, issue in exchange
for the Bonds held by the government, coupon bonds of equal
aggregate principal amount in denominations satisfactory to
the Government maturing as provided in the Bond Specification
which Bonds shall be substantially in the form required by
the Government.
e. Simultaneously with the delivery of any Bonds and/or
Notes to the Government, the Grantee/Eorrcwer shall furnish
to the Government from Bond and/or dote Counsel satisfactory
to the Government an opinion which shall express its general
approval of all of the Bonds and/or Notes, and specifically
and unqualifiedly the Bonds and/or Notes then being delivered
to the Government and shall state that said Bonds and/or
Notes have been issued pursuant to all requirements of law
and that said Bonds and/or Notes, when delivered and paid for,
will constitute binding and legal obligations payable and
secured in accordance with the tenor thereof and the terms and
conditions of this Agreement.
f. The Grantee/Borrower shall include in the proceedings for
—' the authorization, issuance, sale and security of the Bonds
and;or Notes, provisions for the oayment of the principal of
and interest on the Bonds and/or .votes and for the security
thereof of the nature required to assure such payment and to
safeguard the loan hereunder, including, in case the Bonds
and/or Notes are payable in whole or in par. from any special
sources of revenues, provisions designed to assure the pro-
duction of such revenues and the application thereof to the
-t extent required for the payment and security of the Bonds
and/or Notes and interest therec-n, including the maintenance
of reasonable reserves.
g. So long as the Government hold-• any of th-2 Bonds and/or
Notes, the Grantee/ Borro.er shall furnish operating statements
for the Project, and any facilities, the revenues of which are
pledged to payment of the Bonds and/or Motes, in such for•.a and
substance for such periods as 1-11y be requested by the Govern-
ment.
h. The Grantee/Borrower shall during construction and there-
after so long as the Government holds any Bonds and/or Notes,
carry insurance, and during construction require each contrac-
tor and subcontractor to carry insurance, of such types and i,�.y 0
such amounts as the Government tray specify with insurance G
carriers acceptable to the Government. C
I. If required by the Government, the GrantceAorrotirer -mill (�
enter into a Trust Agreement deli,;muting a bank accep.31,,le t� �
the Government as Trustee and c^ntjininq such oth^r terms 3n
provisions as may be satisfactory to the Govern::,.ent. �,,,+
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p. To the extent of its interest in the outstanding principal
amount of the Bonds and/or Notes and the accrued interest thereon
the Government shall have a lien on the net revenues of the Pro-
ject in addition to such other security as is specified in this
Agreement.
"SUPPOP4T'V
FO L LO VII
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The Trust Agreement shall provide for the payment of all
revenues from the Project into an account with the Trustee
with provisions for the payment of current expenses there-
from and the transfer of the net remaining funds into
appropriate additional accounts for the purpose of provid-
ing a maintenance reserve, funds for current bond and/or
note service, reserves for bend and/or note service and
bond and/or note redemotion, all in a manner and fo rn
acceptable to the Government. The furs in all such
accounts shall be held in trust and shall be secured as
required by law for deposit of Government funds.
J. In the event a Trust Agreement is not required by the
Government, the Grantee/Borrower may be required by the Govern-
ment to establish such accounts, perform such duties and co: -,ply
with such terms and conditions as the Government might
ordinarily require of a Trustee in a Trust Agreement.
k. The Grantee/Borrower shall establish such accounts and
maintain such accounting procedures as may be necessary or
helpful in the accurate accounting for and segregation of
Project revenues and for the allocation of expenses, costs of
maintenance and overhead.
1. tacncys on deposit to the credit of accounts and furls
established and maintained in conformity with the provisions of
this Agreement or to fund pay,nonts frc.., net revenues may be
invested upon request by the Borrower, in direct obligations of,
or obligations, the principal of and the interest on which are
guaranteed by the U. S. Government. Any interest earned on
deposits of grant funds in advance of costs incurred shall inure
to tha benefit of the Government.
M. So long as the Government holds any of the Bonds and/or
Notes, it will waive for such Bonds and/or Notes the noncallable
provisions, redemption premiums, and publications and notice of
call applicable thereto with respect to the Bonds and/or Notes
held by the Government.
n. This Agreement is not for the benefit of third parties,
including the holders in due course frcrn tirre to time of any
of the Bonds and/or Notes, and the Government shall be under, no
obligation to any such parties, whether or not indirectly
interested in said Agreement, to ply any charges or expenses Q (�
incident to compliance by the Borrot•r.cr with any of its duties or " Q
obligations thereunder.
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o. As long as the Bonds and/ cr N'ot es art, held by the Govern•~entr` ,�
the Grantee,'Borrurver shall not disF.osO of its title to the Pro- d
ject or to any useful part thereof wit'.,c,: first c5taininq the M
written consent of the Govern^,cnt. :* z ---i
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MIIBIT I
EXPLANATION OF ADMINISTRA 1VE BUDGET
LINE ITEM CITY SHARE EXPLANATION CBO SHARE
SALARIES $ 56,683 3.92% Aedited indirect $ 23,417
80,000 / cost applicable to con-
struction and A & E
segments of grant.
INSPECTIONS 33,350 Staff costs to monitor 33,350
66,700 design ane construction.
REPRODUCTION SERVICES 5,000 Legal advertising, print- 21,700
ing, scec-ficatior,s, cei2-
26,700 % phone, etc.
postage
MISCELLANEOUS SERVICES
40,000 C
10,000 4,000 for project audit, 30,000
soil tests, concrete
tests, etc.
-11-. ... AT?^.1
CBO Participation in
management team and
performance of secre-
tariat function for
said team.
consultant costs to
monitor design and
construction.
. Equipment, supplies
mailing nation wide
to minority contrac-
tors
Preparation and pub-
lication of monthly
newsletter on project
Project brochure for
prospective minority
tenants, etc.
counseling services to
Black businesses that
are possible tenants
or impacted by the shop-
ping center
Accountant and legal
services
Space, equipment and
supplies, utilities
EEO compliance moni-
toring
Negotiation with major
tenants regarding
minority hiring.