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HomeMy WebLinkAboutExhibitCOMMUNITY WORKFORCE HOUSING INNOVATION PROGRAM MEMORANDUM OF UNDERSTANDING BETWEEN MIAMI-DADE COUNTY, CITY OF MIAMI AND MODEL CITY PLAZA, LLC THIS Memorandum of Understanding (the "MOU") is entered into as of the day of , 2008, by and between MIAMI-DADE COUNTY, a political subdivision of the State of Florida, whose address is 111 N.W. 1st Street, Miami, Florida 33128, Attention: County Manager (hereinafter the "County"); CITY OF MIAMI, a municipal corporation, of Miami whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130, Attention: City Manager (hereinafter the "City"); and MODEL CITY PLAZA, LLC, a Florida limited liability company, whose address is 2906 Douglas Road, Suite 101, Miami, Florida 33134, Attention: Developer/Owner (hereinafter the "Developer"), collectively known as the Partnership (hereinafter the "Partnership"). RECITALS WHEREAS, the Partnership was formed as of January 1, 2008; and WHEREAS; the Partnership has come together to make an application for the Florida Housing Finance Corporation, Community Workforce Housing Innovation Program, to provide affordable rental Community Workforce Housing for Essential Services Personnel in the City; and WHEREAS, the County, the City and the Developer have agreed to enter into a public —private partnership and implement the Community Workforce Housing Innovation Program in Miami -Dade County, to provide Affordable Rental Community Workforce Housing for Essential Services Personnel, with the development of the Model City Plaza; and WHEREAS, the Partnership defines Essential Services Personnel to include, but not limited to, police and fire personnel, first responders, emergency personnel, health care workers, teachers, and law enforcement and criminal justice personnel; and WHEREAS, the Model City Plaza, LLC has received a $1,000,000 forgivable loan of Surtax funds, (the Public -Private Partnership Contribution) from Miami -Dade County to serve as the required CWHIP match, for the purpose of financing the development of Workforce Housing within Miami -Dade County, in connection with the housing development commonly known as Model City Plaza, to be occupied by Essential Services Personnel; and WHEREAS, the Partnership desires to enter into this MOU setting forth the services to be provided by the Partnership toward the planning, development and implementation of the Community Workforce Housing Innovation Program in Miami - Dade County; and CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 1 of 11 11-1, or- l&V WHEREAS, the application prepared and approved by the Partnership is to be submitted to the Florida Housing Finance Corporation for the Community Workforce Housing Innovation Program (hereinafter "CWHIP"); and WHEREAS, the Partnership and the terms and conditions of this MOU are contingent upon ratification, consent and approval by the Board of County Commissioners for the County, the City Commission for the City, and the Developer's Managing Partner(s) for the Developer; and WHEREAS, the Developer has come together to plan, design, and build 141- units of rental housing, consisting of thirty (30) one -bedroom units and one hundred and eleven (111) two -bedroom units, located at 740 NW 715t Street, Miami -Dade County, Florida; market, advertise, and rent the units as affordable workforce housing for Essential Services Personnel; commit to a set -aside of eighty percent (80%) of the units in the project for workforce housing families earning up to one hundred and forty percent (140%) of area median income (hereinafter "AMI"), and fifty percent (50%) of the units for Essential Services Personnel; and establish an affordability period of fifty (50) years; the following, commitments and services are inclusive of this MOU and provide the framework for the services to be provided through this Partnership initiative; and WHEREAS, the Partnership now wishes to enter into this MOU in order to set forth the terms and conditions: NOW, THEREFORE, in consideration of the Premises, and of the mutual covenants and agreements set forth below, the parties agree as follows: Section I - Commitments and Services 1.1 Miami -Dade County Miami -Dade County's Office of Community and Economic Development will award $1,000,000 in County Surtax funds, for use in this Public -Private Partnership in support of a Community Workforce Housing Innovation Program (CWHIP) application to the Florida Housing Finance Corporation. Miami -Dade County, a unit of local government, and Model City Plaza, LLC, a private developer, have come together to form a public -private partnership, to apply for a $5 million CWHIP loan to build 141 units of rental Workforce Housing for Essential Services Personnel, in Miami -Dade County. Model City Plaza, LLC was approved to receive a $1 million forgivable loan of Surtax funds (the Public -Private Partnership Contribution) to serve as the required CWHIP match. The County's contribution will support the construction and development of Workforce Housing within Miami -Dade County, in connection with the housing development commonly known as Model City Plaza. The loan carries an interest rate of 0%, and is forgivable over fifty (50) years. This commitment does not expire before June 30, 2008. Model City Plaza, LLC, will be required to execute an Agreement with Miami -Dade County, for the award of Surtax funds. The terms and conditions of the Agreement, CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 2 of 11 between Miami -Dade County's Office of Community and Economic Development and the Developer, are incorporated by reference into this MOU. The Partnership and the Surtax award to the Developer are contingent upon funding of Model City Plaza, LLC's CWHIP proposal by the Florida Housing Finance Corporation. Should the developer fail to fulfill the terms and conditions of the CWHIP Agreement between the developer and the Florida Housing Finance Corporation, the developer and not Miami -Dade County, is solely responsible for repayment of the CWHIP loan to the Florida Housing Finance Corporation. 1.2 City of Miami The City will expedite permitting of the project through the various permitting departments, to allow for faster permitting. Section 917.3.2 and Section 917.6 of the City of Miami Building and Zoning Code, as amended, allows reduction in parking for projects in community revitalization/redevelopment districts or affordable housing projects for low-income families, respectively. The project is to be located in a community revitalization/redevelopment district and will be considered an affordable housing project for low-income families and will become eligible to apply to the City for reduced parking and for deferral of impact fees. 1.3 Model City Plaza, LLC The Developer shall serve as the fiscal agent for the CWHIP funding, and shall maintain fiscal and program records in accordance with the reporting and auditing procedures required by the grant. The Develcper will manage and coordinate the project's design, development and construction; and will apply for and obtain any and all institutional financing to build and cornplete the project. The project includes 141 units of rental housing, exercise and fitness area, playground, and garage parking. The project's design and construction will feature Florida Green Building Certification. These units will be reserved for families with household incomes up to one hundred and forty (140%) of median income. Section II - Term of the MOU 2.1 The term of this MOU shall commence on the last date of execution by the parties and continue until the completion of the project, unless terminated by any party pursuant to Section III below. This Agreement is subject to two (2) five (5) — year options to renew, by written agreement between the parties. 2.2 The parties agree that time is of the essence in the performance of each and every obligation under this MOU. Section III - Project Management and Notice 3.1 The Project Manager for the County is Jose Cintron. The Project Manager for the City is George Mensah. The Project Manager for the Developer is Ernesto V. Torrent. The parties shall direct all matters arising in connection with the performance of this MOU, other than notices, to the attention of the Project Managers for attempted resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this MOU. CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 3 of 11 3.2 All notices, demands, or other communications to the County under this MOU shall be in writing and shall be deemed received if sent by certified mail to: Miami -Dade County Attention: Jose Cintron 701 NW 151 Court — 14th Floor Miami, Florida 33136 All notices, demands, or other communications to the City under this MOU shall be in writing and shall be deemed received if sent by certified mail to: With copies to: City of Miami City Manager 444 S.W. 2nd Ave., 10th Floor Miami, Florida 33130 City of Miami City Attorney 444 S.W. 2nd Ave., 9th Floor Miami, Florida 33130 And City of Miami Department of Community Development Attn: Director 444 S.W. 2nd Avenue, 2nd Floor Miami, Florida 33130 All notices, demands, or other communications to the Developer under this MOU shall be in writing and shall be deemed received if sent by certified mail to: Model City Plaza, LLC Attention: Ernesto V. Torrent 2906 Douglas Road, Suite 101 Miami, Florida 33134 The County, the City and the Developer shall also provide a copy of all notices to the Project Managers. All notices required by this MOU shall be considered delivered upon receipt. Should any party change its address, written notice of such new address shall promptly be sent to the other parties. Section IV - Indemnification 4.1 Subject to the sovereign immunity provisions and liability limitations of Florida Statutes Section 768.28, the County assumes any and all risks of personal injury, bodily injury and property damage attributable solely to the negligent acts or omissions of the County and the officers, employees, servants, and agents thereof. The County warrants and represents that it is self -funded for liability insurance, or has liability insurance, both CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 4 of 11 public and property, with such protection being applicable to the County officers, employees, servants and agents while acting within the scope of their employment with the County. 4.2 Subject to the sovereign immunity provisions and liability limitations of Florida Statutes Section 768.28, the City assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the City and the officers, employees, servants, and agents thereof. The City warrants and represents that it is self -funded for liability insurance, or has liability insurance, both public and property, with such protection being applicable to the City officers, employees, servants and agents while acting within the scope of their employment with the City. 4.3 The Developer shall indemnify and hold harmless the County and the City and their officers, employees, agents, and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which the County and City their respective officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this MOU by Developer or its employees, agents, servants, partners, principals or subcontractors. Developer shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County and City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The Developer expressly understands and agrees that any insurance protection required by this MOU or otherwise provided by the Developer shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County and City or their respective officers, employees, agents and instrumentalities as herein provided. 4.4 The County, the City and the Developer further agree that nothing contained herein shall be construed to interpret as (1) denying to any party any remedy or defense available to such party under the laws of the State of Florida; (2) the consent of the United States or its agents and agencies to be sued; (3) the consent of the State of Florida or its agents and agencies to be sued; or (4) a waiver of sovereign immunity of the State of Florida beyond the waiver provided in Section 768.28, Florida Statutes. Section V - Insurance 5.1 The parties hereto acknowledge that the County is a self -insured governmental entity subject to the limitations of Section 768.28, Florida Statues. The County shall maintain a fiscally sound and prudent risk management program with regard to their obligations under this MOU in accordance with the provisions of Section 768.28, Florida Statutes. The County shall collect and keep on file documentation of insurance of any and all contractors contracted to provide the services or product used in conjunction with this MOU in any way. The County shall further require all contractors to include the City as a named insured and/or certificate holder, as applicable, and shall provide the City with a copy of the insurance policy purchased by any contractor prior to commencement of the Services. 5.2 The parties hereto acknowledge that the City is a self -insured governmental entity subject to the limitations of Section 768.28, Florida CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 5 of 11 Statutes. The City shall maintain a fiscally sound and prudent risk management program with regard to their obligations under this MOU in accordance with the provisions of Section 768.28, Florida Statutes. The City shall collect and keep on file documentation of insurance of any and all contractors contracted to provide the services or product used in conjunction with this MOU in any way. The City shall further require all contractors to include the County as a named insured and/or certificate holder, as applicable, and shall provide the County with a copy of the insurance policy purchased by any contractor prior to commencement of the Services. 5.3 The Developer shall furnish to the County's General Services Administration, c/o Risk Management Division, 111 N.W. 1st Street, Suite 2340, Miami, Florida 33128-1989, and to the City's Risk Management Department, 444 S.W. 2nd Avenue, 9th Floor, Miami, Florida 33130, original Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: (a) All insurance certificates must list the County and the City as "Certificate Holder(s)" in the following manner: Miami -Dade County 111 N.W. 1st Street, Suite 2340 Miami, Florida 33128 And City of Miami c/o Risk Management Department 444 S.W. 2nd Avenue, 9`h Floor Miami, Florida 33130 (b) Worker's Compensation Insurance for all employees of the Developer as required by Florida Statute, Chapter 440. (c) Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. Miami -Dade County and the City of Miami must be shown as additional insureds with respect to this coverage. (d) Automobile Liability Insurance covering all owned, non -owned, and hired vehicles used in connection with the work, in an amount not less than $300,000* combined single limit per occurrence for bodily injury and property damage. `NOTE: If the Developer supplies vans or mini -buses with seating capacities of fifteen (15) passengers or more, the limit of liability required for Auto Liability is $500,000. Furthermore, the Developer's staff may not use personal vehicles to conduct business and/or transport clients under this MOU unless said staff has sufficient Automobile Liability Insurance as noted above. The County and the City will be held harmless of any liability claim under this MOU based on an occurrence involving the staff person's personal vehicle. CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 6 of 11 Professional Liability Insurance in the name of the Developer, when applicable, in an amount not less than $250,000 with the deductible per claim, if any, not to exceed 10% of the limit of the liability. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: 1) The cornpany shall be no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the County's Risk Management Division and by the City's Risk Management Department. or 2) The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to do Business in Florida," issued by the State of Florida Department of Insurance and must be a member of the Florida Guaranty Fund. (g) Certificates shall indicate that no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holders. (h) Compliance with the foregoing requirements shall not relieve the Developer of its liability and obligations under this Section or under any other section of this MOU. (i) The County and the City reserve the right to inspect the Developer's original insurance policies at any time during the term of this MOU. Section VI - Termination/Remedies 6.1 If any party fails to fulfill its obligations under this MOU in a timely and proper manner, the other parties shall have the right to terminate their participation under this MOU by giving written notice of any deficiency. The party in default shall then have thirty (30) calendar days from receipt of notice to correct the deficiency. If the defaulting party fails to correct the deficiency within this time, this MOU shall terminate at the expiration of the thirty (30) day time period. 6.2 Any party may terminate this MOU at any time for convenience upon ninety (90) calendar days prior written notice to the other party. Any such termination shall be effected by delivery to the other of a Notice of Termination specifying the extent to which performance of work under the MOU is terminated, and the date upon which such termination becomes effective. CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 7 of 11 6.3 The County and the City may terminate this agreement in the event the application for the CWHIP is not funded by the Florida Housing Finance Corporation. Any such termination shall be effected by delivery to the other of a Notice of Termination specifying the extent to which performance of work under the MOU is terminated, and the date upon which such termination becomes effective. 6.4 In the event a dispute arises which the County, the City and the Developer cannot resolve between themselves, the parties shall have the option to submit to nonbinding mediation. The mediator or mediators shall be impartial, shall be selected by parties, and the cost of the mediation shall be borne equally by the parties. The mediation process shall be confidential to the extent permitted by law. 6.5 This MOU has no third -party beneficiaries (intended or incidental), who may enforce obligations of any party should the MOU be terminated. Section VII - Records Retention/Ownership The County, the City and the Developer shall maintain records and each party shall have inspection and audit rights as follows: 7.1 Maintenance of Records: All parties shall maintain all financial and non- financial records and reports directly or indirectly related to the negotiation or performance of this MOU including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made available for inspection for a period of five (5) years from the expiration or termination date of this MOU. 7.2 Examination of Records: All parties or their designated agents shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this MOU. Such examination may be only within five (5) years from the expiration or termination of this MOU and upon reasonable notice, time and place. 7.3 Extended Availability of Records for Legal Disputes: In the event that any party should become involved in a legal dispute with a third party arising from performance under this MOU, the other parties shall extend the period of maintenance for all records relating to this MOU until the final disposition of the legal dispute, and all such records shall be made readily available. 7.4 Exemption: Any and all information not subject to disclosure under federal law, including but not limited to any and all criminal intelligence any and all criminal investigative information, any and all law enforcement relation information obtained, retained or created by the USAO is exempt from the requirements of this Article and is outside the scope of this MOU. Section VIII - Standards of Compliance 8.1 The County, the City and the Developer, their respective employees, subcontractors, partners or assigns, shall comply with all applicable federal, state, and CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 8 of 11 local laws and regulations relating to the performance of this MOU to which their activities are subject. 8.2 The County, the City and the Developer shall allow public access to all project documents and materials it maintains in accordance with the provisions of Chapter 119, Florida Statutes. Should the County assert any exemptions to the requirements of Chapter 119 and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be upon the County. 8.3 All parties assure that no person shall be excluded on the grounds of race, color, creed, national original, disability, age, sex, marital status, or sexual preference, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this MOU. All parties shall take all measures necessary to effectuate these assurances. Section IX - Relationship between the Parties 9.1 The County, the City and the Developer are independent contractors. No party is an employee or agent of any other party. Nothing in this MOU shall be interpreted to establish any relationship other than that of independent contractors, between the County, the City and the Developer, or between their respective employees, agents, subcontractors, partners, or assigns, during or after the performance of this MOU. Section X - General Provisions 10.1 Notwithstanding any provisions of this MOU to the contrary, the parties shall not be held liable for any failure or delay in the performance of this MOU that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, acts of God, or for any other cause of same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this MOU shall otherwise remain in effect. 10.2 In the event any provisions of this MOU shall conflict, or appear to conflict, the MOU, including all exhibits, attachments and all other documents specifically incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. 10.3 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this MOU by the parties, their successors and assigns shall not be deemed a waiver of any rights or remedies, nor shall it relieve the other parties from performing any subsequent obligations strictly in accordance with the term of this MOU. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. Such waiver shall be limited to provisions of this MOU specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 10.4 Should any term or provision of this MOU be held, to any extent invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by CWIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City , LLC Page 9 of 11 force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not effect any other term or provision of this MOU, to the extent that the MOU shall remain operable, enforceable and in full force and effect to the extent permitted by law. 10.5 This MOU may be amended only with the written approval of the parties hereto. 10.6 This MOU states the entire understanding and agreement between the parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the parties with respect to the subject matter of this MOU. The parties recognize that any representations, statements or negotiations made by the staff of either party does not suffice to legally bind either party in a contractual relationship unless they have been reduced to writing and signed by their authorized representative(s). This MOU shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. Section XI - No Conflicts of Interest 11.1 Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, the Developer hereby certifies to City that no individual member of the Developer, no employee, no subcontractor, and no subconsultant under this MOU nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. The Developer hereby represents and warrants to the City that throughout the term of this MOU, the Developer, its employees, its subcontractors, and its subconsultants will abide by this prohibition of the City Code. The Developer shall certify the same to the County pursuant to Section 2-11.1 of the Code of Miami -Dade County. Section XII - Counterparts 12.1 This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this MOU on the date first written above. ATTEST: Harvey Ruvin, Clerk Deputy Clerk MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By Geor a M. Burgess Cou y Manager CWHIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City Plaza, LLC Page 10 of 11 Attest: CITY OF MIAMI, a Florida Municipal Corporation Priscilla A. Thompson City Clerk Approved as to Ins.urance requirements: LeeAnn Brehm Risk Management Director By: Assistant County Attorney By: Pedxo.'G. Hernandez City Manager Approved as to form & correctness: Maria J. Chiaro Interim City Attorney By: MODEL ♦ITY PLAZA, LL Ernesto V. Torrent Managing Member CWHIP Memorandum of Understanding between Miami -Dade County, City of Miami and Model City Plaza, LLC Page 11 of 11