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Home My WebLink AboutCRA-R-24-0006 Exhibit AMEMORANDUM OF UNDERSTANDING BETWEEN THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AND THE CITY OF MIAMI, FLORIDA This MEMORANDU OF UNDERSTANDING (the "MOU") is made and entered into on this _ day of , 2024, by and between the Southeast Overtown/Park West Community Redevelopment Agency, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), located at 819 NW 2nd Avenue, 3rd Floor, Miami, Florida 33136 and the City of Miami, ("City"), located at 444 SW 2nd Ave, Miami, FL 33130, (each a "Party" or collectively the "Parties"). The Parties hereby agree as follows: TERMS PURPOSE: WHEREAS, on March 22, 2012, the City pursuant to Resolution No. R-12-0114 conveyed to the CRA the property located at 1490 Northwest Third Avenue, Miami, Florida ("Property"); and WHEREAS, in the furtherance of said conveyance to the CRA, the City executed and record a quitclaim deed at Book 28222, Page 4315-4324 of the official records of Miami -Dade County, conveying at no cost to the CRA, the Property also known as a the Overtown Shopping Center, so long as the City reserved certain portions (reserved and temporary space) on the Property for exclusive use of the City; and WHEREAS, the City now wishes to re-enter and space at the Property to operate a Code Compliance Office, at no cost to the City; and WHEREAS, the purpose of this MOU is to evidence the Parties intention regarding the use of the space at said Property; and WHEREAS, on the Board of Commissioners of the CRA adopted Resolution No. CRA authorizing the Executive Director to negotiate and execute this MOU; and WHEREAS, on the City Commission adopted Resolution No. authorizing the City Manager to negotiate and execute this MOU; NOW THEREFORE, in consideration of the mutual promises herein contained, CRA and the City enter into this Memorandum of Understanding and intend as follows: TERM: The term of this Agreement shall commence on , 2024 and shall continue until thirty (30) day written notice is provided to either Party ("Term"). PROPERTY LOCATION: 1490 Northwest Third Avenue, Miami, Florida ("Exhibit A") SIZE OF SPACE: 2,286 contiguous S.F. ("Exhibit B") USE: City's Depailiuent of Code Compliance Office Space FEES: City shall not be required to pay any consideration to the CRA for the exclusive use of the space pursuant to the terms outlined in the Quitclaim Deed recorded at Book 28222, Page 4315- 4324 of the official records of Miami -Dade County. City shall, however, be responsible for all costs, including but not limited to utility fees, maintenance and permits, associated with the use of the Space. CONDITIONS: a. City shall comply with all applicable laws pertaining to City's use of the Space, including but not limited to obtaining any and all permits and licenses required by law. Throughout City's occupancy of the Space, City shall not conduct nor permit any activity (including but not limited to sale or consumption of food or alcohol) on or around the Space without first obtaining all necessary permits and licenses. b. City shall keep the Space clean during the Term, shall not damage the Space in any way, and, at the end of the Term, shall vacate the Space, leaving the Space in as good a condition as existed at the beginning of the Use Period (the "Original Condition"). City agrees to pay CRA for the cost of any clean-up and/or repairs made necessary by reason of City's use of the Space, except for normal wear and tear, upon termination of use. City accepts the Space in the Original Condition. City accepts the Space on an "as -is, where -is" basis and subject to all existing easements, servitudes, licenses and rights of way. c. The City maintains a self -insured program in accordance and subject to the limitations of Section 768.28 of the Florida Statutes. d. Subject to the limitations and provisions of Section 768.28 of the Florida Statutes, the City agrees to indemnify, defend and hold harmless the CRA from any claims, liabilities, costs and damages arising from the City's negligence in connection with this agreement. This section shall not, in any manner, alter or waive the City's or CRA's sovereign immunity or extend the City or CRA's liability beyond the limits established in Section 768.28, Florida Statutes. e. CRA MAKES NO REPRESENTATIONS OR WARRANTES AS TO THE SPACE AND SHALL NOT BE LIABLE FOR ANY OF THE ASSUMED RISKS OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. f. CRA and City shall each have the right to terminate this Agreement at any time, by giving written notice to the other party at least thirty (30) days prior to the effective date of such termination. g. The Parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury with respect to any litigation arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any Party hereto. GOVERNING LAW, VENUE, AND FEES: This MOU shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County Florida and the parties explicitly agree to the use of this venue. The term "proceedings" shall include, but not be limited to, all meetings to resolve the dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism. The parties both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or other proceedings between the parties arising out of the MOU, each party shall bear its own attorney's fees. AUTHORITY: Each person signing this MOU represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this MOU. Each party represents and warrants to the other that the execution and delivery of the MOU and the performance of such parry's obligations and the certifications hereunder have been duly authorized. CHANGES AND MODIFICATIONS: Changes and/ or modifications to this MOU shall be in writing and signed by the authorized agent of the CRA and the City, or their duly authorized designee within the scope of their authority. No oral statement by any person shall be interpreted as modifying or otherwise affecting the terms of this MOU. All requests for interpretation or modification shall be made in writing. COUNTERPARTS AND ELECTRONIC SIGNATURES: This MOU may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same MOU. The parties shall be entitled to sign and transmit an electronic signature of this MOU (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed MOU upon request. NOTICES: All notices or other communications, which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to the address indicated herein. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CRA: James McQueen Executive Director 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 With a copy to: Vincent Brown Staff Counsel 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 City: Arthur Noriega, V City Manager 3500 Pan American Drive Miami, Florida 33133 With a copy to: City of Miami ATTN: Director Depaitinent of Code Compliance 444 SW 2 Avenue, 7th Floor Miami, Florida 33130 Victoria Mendez City Attorney 444 SW 2 Avenue, Suite 945 Miami, Florida 33130 THIS SECTION INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. Signed, sealed and delivered in the presence of: Southeast Overtown/Parkwest Community Redevelopment Agency, an agency and instrumentality of the City of Miami BY: James McQueen Executive Director APPROVED AS TO LEGAL FORM AND CORRECTNESS: Vincent T. Brown, Esq. City of Miami, a municipal corporation of the State of Florida BY: Arthur Noriega, V City Manager ATTEST: BY: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: Ann -Marie Sharp Victoria Mendez Risk Management Director City Attorney