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HomeMy WebLinkAboutexhibitINTERLOCAL COOPERATION AGREEMENT THIS INTERLOCAL COOPERATION AGREEMENT (the "Agreement"), is made this day of, 2005, by and between Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County"), the City of Miami, Florida, a municipal corporation under the laws of the State of Florida (the "City"), and the Midtown Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Agency"). WHEREAS, the Board of County Commissioners of Miami -Dade County, Florida (the "Board") adopted Resolution R-213-05, which, among other things, declared that a slum or blighted area existed in a geographic area (the "Redevelopment Area"), described generally as bounded by NE 36th Street on the North, NE 2nd Avenue on the East, NE 29th Street on the South and North Miami Avenue on the West, such geographic area being more particularly described in Exhibit "A", determined that it was necessary to redevelop such Redevelopment Area in accordance with the provisions of Part III of Chapter 163, Florida Statutes (the "Act"), and delegated to the City Commission of the City of Miami, Florida (the "City Commission") the authority to exercise certain redevelopment powers conferred by the Board within the Redevelopment Area in accordance with the Act to enable the City Commission to declare the need -for, create and delegate powers to a community redevelopment agency and to initiate, prepare and adopt a plan of redevelopment for final approval by the Board; and WHEREAS, the City Commission, pursuant to Resolution R-05-0194, adopted on March 24, 2005, accepted the delegation of powers from the Board, found a need for and created the Agency, declared the members of the City Commission to be the members of the Agency, granted the Agency the power to exercise all powers permitted by the Act which were delegated by the Board and directed the initiation, preparation and adoption of a community redevelopment plan by the Agency; and WHEREAS, the Midtown Community Redevelopment Agency, pursuant to Resolution R-05-002, adopted April 14, 2005, approved the Midtown Miami Community Redevelopment Plan (the "Plan"), Exhibit "A"; and WHEREAS, the City Commission, pursuant to Resolution R-05-0241, adopted April 14, 2005 approved the Plan; and WHEREAS, pursuant to Resolution R- , the Board has approved the Plan to enable the City to undertake redevelopment of the Redevelopment Area; and WHEREAS, pursuant to , the Board has approved the creation of a community redevelopment trust fund known as the Midtown Community Redevelopment Trust Fund (the "Fund") which provides for the calculation and appropriation of tax increment funds; and 1 C:IDocuments and Settings\dsierralLocal Settings\Temporary Internet Piles 10LK2911nterlocal Midtown CRA (draft 4-18) (jt 4-22)(5-17- JI-IV) (2).doc WHEREAS, the boundaries identified for the Redevelopment Area are within the corporate limits of the City; and WHEREAS, the City and the Agency played the major role in the preparation of the Plan; and WHEREAS, the County, the City, and the Agency desire to delineate their areas of responsibility with respect to the redevelopment of the Redevelopment Area; and WHEREAS, the County, the City, and the Midtown Miami Community Development District (the "CDD") have entered into an Interlocal Agreement (attached as Exhibit 1 of the Plan) related to the development of the Redevelopment Area; and WHEREAS, the County, the City, and the CDD have agreed that the successful implementation of the Plan required the issuance of bonds (the "Bonds") in the approximate amount of $73,580,000; and WHEREAS, the Bonds have been issued and will have to be repaid; and WHEREAS, the Agency desires to pay debt service on the Bonds out of the Fund, WITNESSETH, that for and in consideration of the mutual covenants and agreements contained herein, the County, the City, and the Agency agree as follows: I. Delegation of Powers A. The Board hereby delegates to the City Commission, acting either directly or through the Agency, the sole right and responsibility to exercise only the following specifically delineated redevelopment powers: (1) The power to make and execute contracts and other instruments necessary, or convenient, to the exercise of its powers, pursuant to the Act. (2) The power to disseminate slum clearance and community redevelopment information. (3) The power to undertake and carry out community redevelopment and related activities within the Redevelopment Area pursuant to the Plan. (4) The power to invest any community redevelopment funds held in reserves or sinking funds or any such funds not required for immediate disbursement in. property or securities in which savings banks may legally invest funds subject to their control. (5) The power to apply for and accept advances, loans, grants, contributions, and any other form of financial assistance from the Federal Government or the state, county, or other public body or from any sources, public or private, for the purposes of 2 C:1Documents and settingsldsierralLocal Scttings\Temporary Internet Files 10LK291Interlocal Midtown CRA (draft; 4-18) (jt 4-22)(5-17- JHV) (2).doc the Act, and to enter into and carry out contracts or agreements in connection therewith; and to include in any contract for financial assistance with the Federal Government for or with respect to community redevelopment and related activities such conditions imposed pursuant to federal laws as the County and/or the City deems reasonable and appropriate which are not inconsistent with the purposes of the Act. (6) The power to appropriate such funds and make such expenditures as are necessary to carry out the purposes of the Act subject to the County's review and approval of the Agency's annual budget or any requested budget amendments, including specifically the power, and the obligation, to pay debt service on the Bonds pursuant to the interlocal agreement with the CDD, which is attached as Exhibit 1 of the Plan. (7) Within its area of operation, the power to organize, coordinate, and direct the administration of the provisions of the Act in order that the objective of remedying slum and blighted areas and preventing the causes thereof within the City may be most effectively promoted and achieved. The power to exercise all, or any part or combination of, powers herein granted or to elect to have such powers exercised by the Agency. B. All powers not specifically listed in this Section I(A) are reserved to the Board, including, but not limited to the_power to issue bonds pledging tax increment revenues, the power to use eminent domain to acquire properties, the power to implement community policing programs, and the power to change the composition of the CRA Board. II. Implementation of the Plan A. The Redevelopment powers listed in Section Therein may be exercised only with respect to the Redevelopment Area and only with respect to the Plan as adopted by the Agency, adopted by the City Commission and approved by the Board, together with any supplements or amendments to the Plan, provided that any amendments and supplements to the Plan must also be approved by the Board. The City, the Agency, and the County hereby expressly agree that the Plan contemplates that the life of the Agency shall be only for so long as the Bonds are outstanding, but in no event longer than July 1, 2037. B. No more than one percent (1%) of the annual budgeted expenditures of the Agency shall be used for administrative expenses allowable under Section 163.387(6)(a) and (b) Florida Statutes. Allowable administrative expenses shall include purchase of insurance coverage. III. City/County Coordination A. The County Manager shall designate a Redevelopment Area. Coordinator (the "Redevelopment Area Coordinator"). The Redevelopment Area Coordinator shall serve as the County's liaison to the City and the Agency for the: Redevelopment Area. The Redevelopment Area Coordinator shall carry out the day -to -clay County responsibilities for the Redevelopment Area and shall be the designated person to receive all data and reports pertaining to the Plan. 3 C:1Documents and SettingsldsierralLocal Settings\Temporary Internet Files 1OLK291Interlocal Midtown CRA (draft 4-18) (It 4-22)(5-17- .IHV) (2).doc B. The Agency shall be responsible for implementing and conforming to the Plan. The Agency, shall deliver copies of all accepted proposals for the Redevelopment Area to the Redevelopment Area Coordinator. All Agency projects and proposals must be identified and budgeted for in the annual plan and budget, which remains subject to County approval. Justification as to how each new project and proposal conforms with the goals and elements contained in the plan shall be provided to County staff upon request. C. The Redevelopment Area Coordinator shall submit all proposals related to amendments to the Plan and proposals for indebtedness and bond financing to the County Manager's Tax increment Financing and Coordinating Committee (the "TIFC Committee"), which Committee shall review and make recommendations to the County Manager on modifications and amendments to the Plan and all proposals for indebtedness and bond financing for the Redevelopment Area. The Redevelopment Area Coordinator shall review all proposals prior to review by the TIFC Committee and the Board. D. An annual budget and a separate report of activities for the preceding year shall be submitted to the County not later than forty (45) days prior to the beginning of each County fiscal year in a format approved by the County. The format shall contain provisions for descriptions and justifications for both annual and multi -year project costs and require explanations and justifications for all inter -agency or intergovernmental charge or allocations. In the event that changes in the millage rates require modification of the submitted budget, such budget shall be submitted on or before the 15th day of the fiscal year. The annual budget for the Agency shall be adopted by the Agency and submitted to the City prior to review and approval by the Board. With the exception of the debt service payment on existing bond obligations financed by tax increment revenues, no funds on deposit in the Fund may be expended by the City Commission or the Agency, as the case may be, until the annual budget has been approved by the Board. The TIFC Committee shall initially review the budget and submit recommendations to the County Manager for review and to the Board for final approval. At the request of the County, the City or the Agency shall submit additional progress reports on the Plan and Redevelopment Area activities E. Once the Board approves and adopts any amendments and modifications to the Plan, such amendments and modifications shall become a part of the Plan and the powers delegated to the City Commission pursuant to this Agreement, shall be exercisable either directly or through the Agency, with respect to such amendments and modifications. IV. Other Redevelopment Area Activity A. The Agency, shall cause an annual report of activities for the preceding fiscal year, which report shall include a complete financial statement setting forth its assets, liabilities, income and operating expenses as of the end of such fiscal year to be filed with the County on, or before March 31 of each year. Also, the agency, shall cause an independent audit by a Certified Public Accounting firm to be performed on an annual basis, a copy of which is to be forwarded to the Board by the first of March of the following year. 4 CADocuments and SettingsldsierralLocal Settings\Temporary Internet Files1OLK291Inter1ocal Midtown CRA (draft 4-18) (jt 4-22)(5-17- JHV) (2).doe The preceding requirements must conform, or be compliant with, Sections 163.356 (3)(c), and 163.387 (8) Florida Statutes and any reporting request subsequently made by the Controller General of the State of Florida. B. All redevelopment activities conducted with respect to the Redevelopment Area shall be in conformance with the Plan as the same may be amended. Any amendments to the Plan shall be made as required by Section 163.361, Florida Statutes, and must have prior approval of the Board before the Agency, may implement the change contemplated by the amendments. Once approved, however, the Agency, may implement the amendments thereto. V. Project Financing A. The Fund shall be created and maintained as required by applicable law. Both the City and the County shall deposit annually into the Fund an amount equal to 95% of the increment from ad valorem taxes collected within the Redevelopment Area calculated in accordance with Section 163.387 (1)(b), Florida Statutes, and as provided by Ordinance No. enacted by the Board on , this agreement, and any other provisions of applicable law. B. The Agency, shall develop and promulgate rules, regulations and criteria whereby the Fund may be promptly and effectively administered, including the establishment and the maintenance of books and records and adoption of procedures whereby the Agency, expeditiously and without undue delay, utilize such finds in accordance with the Board approved budget for the Redevelopment Area. C. The Agency, shall select financial and legal consultants as necessary to assist in the preparation of the tax increment financing plans. The Agency shall encourage the participation of small and minority businesses, specifically with respect to bond counsel, underwriters' counsel and underwriting services, in the development of the Redevelopment Area. D. The Agency pledges the tax increment revenues actually received by the Agency to the repayment of the debt service on the Bonds. The City and the County's obligation to annually appropriate to the Fund shall cease when the Agency's obligation for payment of the Bond debt and interest thereon has expired, or July 1, 2037, whichever :is earlier. In no year shall the City or County's obligation to the Fund exceed the amount of that year's tax increment as determined in accordance with Section 163.387 (1)(b), Florida Statutes, and as provided in Ordinance No. enacted by the Board an , this agreement and any other provisions of applicable law. On the last day of the fiscal year of the Agency, any money which remains in the Fund after payment of expenses for such year shall be returned to each taxing authority which paid the increment in the proportion that the amount of the payment of such taxing authority bears to the total amount paid into the Fund by all taxing authorities within the Redevelopment Area for that year as provided in Section 163.387(6), Florida Statutes,. 5 C:IDocuments and SettingsldsierralLocal Settings\Temporary Internet Files 10LK2911nterlocal Midtown CRA (draft 4-18) (jt 4.22)(5-17- JHV) (2),doc E. The City, the County, and the Agency voluntarily exempt The Children's Trust and the County Fire and Rescue District and from any contribution to the Community Redevelopment Trust Fund. F. County approval of the Agency's annual budget is required prior to any expenditure by the Agency of any funds contributed by either the City or the County to the Fund, with the exception of the debt service payments on the Bonds to which the Agency has pledged its tax increment revenues. VI. Citizen Participation To carry out an effective an inclusive citizen participation process, the City, either directly or through the Agency, shall utilize community groups and seek community involvement and consider citizen input in the development of Redevelopment Area activities not contemplated in the Plan. VII. Project Management, Administration and Coordination A. The City, the Agency, and the County shall cooperate on any reasonable request of the other with respect to implementing any plan of actionrelated to the Plan. The Agency shall provide the City and the Redevelopment Area Coordinator with advance notice of all public meetings held by the Agency. The Agency shall prepare reports of its activities upon request of the City or County. B. The Agency shall consult regularly with the Redevelopment Area Coordinator in order to keep the County reasonably informed throughout the life of the Agency. The Agency, shall be required to have an outside independent audit on an annual basis. The scope of the audit shall include compliance with the terms of this Agreement. The right of the auditor to investigate, monitor, inspect, copy, review, verify and check operations and records of the City, the Agency, and the County shall include, but not be limited to, all employees, consultants, agents or authorized contractors and subcontractors, as well as, all administrative and operational facilities used by the City, the Agency and the County in connection with all matters arising under this Agreement. Records include, but are not limited to, construction, financial, correspondence, instructions, memoranda, bids and contract documents, as well as all other records pertaining to the planning, development and construction of projects pursuant to this Agreement. Any rights that the County or City may have under this provision shall not be the basis for any liability to accrue to the County or City from any party to this agreement or from third parties. VIII. Assurances Regarding Affirmative Action As part of this Agreement the City, the Agency, and the Count y, as the case may be, shall follow applicable federal, State and County laws and regulations concerning affirmative action and race/ethnic/gender conscious concerns all in accordance with applicable law. 6 C:\Documents and Settings\dsierra\Local Settings\Temporary Internet Files10LK2911ntcrlocat Midtown CRA (draft 4-18) (jt 4-22)(5-17- JHV) (2).doc IX. Amendments This Agreement may be amended only by a written agreement signed by the City, the Agency, and the County. X. General Provisions A. Third Party Beneficiaries. None of the parties intend to directly or substantially benefit any third party by this Agreement. Therefore, the parties a,,gree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. B. All parties have substantially contributed to the drafting and negotiation of this Agreement and this Agreement shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. The parties hereto acknowledge that they have thoroughly read this Agreement, including all exhibits and attachments hereto, and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. C. Jurisdiction: This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Miami -Dade County, Florida. D. Severance: Should any clause or provision of this Agreement be determined to be illegal, invalid or unenforceable under any present or future, law by final judgment of a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any such provision is held to be illegal, invalid or unenforceable, there will be added in lieu thereof a legal, valid and enforceable provision that is as similar as possible in terms to the illegal, invalid or unenforceable provision, which is agreed to by all parties. E. Waiver: No express or implied consent or waiver by a party to or of any breach or dealt by the other party in the performance by such other party of its obligations under this Agreement will be deemed or construed to be a consent or waiver to or of any other breach or dealt in the performance by such other party of the same or any other obligations of such other party hereunder. Failure by a 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 continues will not constitute a waiver by such party of it rights hereunder. The giving of consent by a party in any one instance will not limit or waive the necessity to obtain such party's consent in any future instance. 7 C:\Documents and SettingsldsierralLocal Settings\Temporary Internet Files\OLK291Interlocal Midtown CRA (draft 4-18) (jt 4-22)(5-17- JHW) (2),doc IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names by their duly authorized officers and the corporate seals to be affixed hereto, all as of the day and year first above written, WITNESS our hands and seals on this day of June, 2005. CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida By: By: Joe Arriola, City Manager George Burgess, County Manager ATTEST: By: By: Priscilla A. Thompson, City Clerk Deputy Clerk APPROVED AS TO FORM AND APPROVED AS TO FORM AND CORRECTNESS: LEGAL SUFFICIENCY: Jorge L. Fernandez, City Attorney Assistant County Attorney MIDTOWN COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Agency") By: Johnny L. Winton, Chairman ATTEST: 8 C:\Documents and SettingsldsierralLocal Settings\Temporary Internet Files10LK291Interlocal Midtown CRA (draft 4-18) (jt 4-22)(5-17- .11-IV) (2).doc By: Priscilla A. Thompson, Clerk of the Board 9 C:1Documents and SettingsldsierralLacal Settings\Temporary Internet Files\OLK29\Interlocal Midtown CRA (draft 4-1 S) (jt 4-22)(5-17- JHV) (2).doc