HomeMy WebLinkAboutCRA-R-16-0026 Exhibit 3/30/16Prepared By:
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, FL 33131
CONVENTION CENTER
ECONOMIC INCENTIVE AGREEMENT
THIS CONVENTION CENTER ECONOMIC INCENTIVE AGREEMENT (the
"Agreement") is made as of this _ day of March, 2016, by and between P & G Investors, LLC,
a Florida limited liability company ( the "Developer"), and the SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency
and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA").
RECITALS:
A. The CRA was formed for the purpose of removing slum and blight in the
Southeast Overtown/Park West Redevelopment Area ("Redevelopment Area") and to promote
redevelopment and employment within the Redevelopment Area.
B. Developer has entered into a contract with Old Arena, LLC, a Florida limited
liability company (the "Purchase Contract") to acquire all of that certain real property located in
the Redevelopment Area, which is more particularly described in Exhibit "A" attached hereto
and made a part hereof (the "Property").
C. Developer intends to acquire the Property pursuant to the Purchase Contract and
develop the Property as a convention center hotel and exposition space to be constructed in two
phases as more particularly described in Exhibit "B" (the "Project"), as shown in the conceptual
plans attached hereto as Exhibit "C" (the "Conceptual Plans").
D. Developer has requested that the CRA provide economic incentives to assist with
the cost of constructing the Convention Center Component, as hereinafter defined, in view of the
job creation that will result from the construction, development and operation of the Convention
Center Component and the economic activity which is anticipated to be generated from the
development of the Convention Center Component.
E. The CRA is willing to provide certain economic incentives to assist Developer
with the costs of constructing the Convention Center Component, subject to the terms and
conditions as hereinafter provided.
NOW THEREFORE, in consideration of the foregoing and of the covenants and
agreements hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Developer and the CRA hereby agree as follows:
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1. RECITALS. The Recitals to this Agreement are incorporated herein by reference
and made a part hereof.
2. DEFINITIONS. The following terms used in this Agreement shall have the
following meanings:
2.1 "Anticipated Development Value" shall have the meaning ascribed to said
term in Section 4.1.
2.2 "Assignee" means a Person to whom a right or liability is transferred and
which shall have the right, but not the obligation, to enforce any of the terms of this Agreement
against any other party hereto.
2.3 "Assignment Notice" shall have the meaning ascribed to such term in
Section 4.2.5.
2.4 "Base Year" shall mean the calendar year preceding the calendar year in
which the tax rolls for the County with respect to Folio Number 01-3137-025-0011 reflect an
increase in the assessed value as a result of the Substantial Completion of Phase I.
2.5 "Bond Obligations" has the meaning ascribed to such term in Section 5.1.
2.6 "CBE-A/E" has the meaning ascribed to such term in Section 3.1.11 and
Section 10-33.02 of the County Code of Ordinances, as amended.
2.7 "CBE-A/E Non -Compliance Funds" shall have the meaning ascribed to
such term in Section 3.1.11(v).
2.8 "CBE-A/E Participation Requirement" shall have the meaning ascribed to
such term in Section 3.1.11(i).
2.9 "Children's Trust" means that certain independent special district
authorized pursuant to Section 1.01.A.11 of the County Horne Rule Charter and Section 125.901,
Fla. Statutes, for the purpose of providing funding for children's services throughout the County.
2.10 "City" means the City of Miami, a municipal corporation of the State of
Florida.
2.11 "City Approval" means the approval by the City of the CRA Budget for
the applicable year, which CRA Budget includes the applicable Incentive Payment.
2.12 "City Laborer Non -Compliance Funds" has the meaning ascribed to such
phase in Section 3.1.7.3.4.
2.13 "City Full -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.6.4.
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2.14 "City Part -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.7.4.
2.15 "City Skilled Laborer Non -Compliance Funds" shall have the meaning
ascribed to this phrase in Section 3.1.7.4.4.
2.16 "City Subcontractor Non -Compliance Funds" shall have the meaning
ascribed to such term in Section 3.1.7,2.1.
2.17 "City Targeted Areas" has the meaning ascribed to such term in Section
3.1.2(i)(c).
2.18 "City Targeted Areas Laborer Non -Compliance Funds" shall have the
meaning ascribed to such phrase in Section 3.1.7.3.3.
2.19 "City Targeted Areas Full -Time Employee Non -Compliance Funds" shall
have the meaning ascribed to such term in Section 3.2.6.3.
2.20 "City Targeted Areas Part -Time Employee Non -Compliance Funds" shall
have the meaning ascribed to such term in Section 3.2.7.3.
2.21 "City Targeted Areas Skilled Laborer Non -Compliance Funds" shall have
the meaning ascribed to such phrase in Section 3.1.7.4.3.
2,22 "Completion" means with respect to a Phase that a permanent certificate
of occupancy, or its equivalent, has been issued by the City for the applicable Phase and all
punch list work has been completed with respect to such Phase.
2.23 "Conceptual Plans" shall have the ascribed to such term in the Recitals.
2,24 "Conditions Subsequent" shall have the meaning ascribed to such term in
Section 15.
2.25 "Convention Center Component" means that portion of Phase I consisting
of approximately 600,000 gross square feet of space consisting of a grand ballroom containing
approximately 65,000 square feet of space, a junior ballroom containing approximately 45,000
square feet of space, approximately 100,000 square feet of exhibition space, approximately
390,000 square feet of meeting and event space as well as a 1,500 seat theater, pre -function areas
and related back of house service area associated with the convention center customarily forming
part of a state of the art convention center.
2.26 "Construction Wage Notice" has the meaning ascribed to such term in "
Section 3.1.5(iii).
2.27 "Construction Wage Rate Penalty" has the meaning ascribed to such term
in Section 3.1.8.
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2.28 "Consumer Price Index" means the Consumer Price Index published by
the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price
Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-1984=100, or its equivalent.
2.29 "Contractors" means the General Contractor and all Subcontractors
engaged to complete the Project.
2.30 "County" means Miami -Dade County, a political subdivision of the State
of Florida.
2.31 "County Approval" means the approval by the County of the CRA Budget
for the applicable year which includes the applicable Incentive Payment is a part.
2.32 "County Laborer Non -Compliance Funds" shall have the meaning
ascribed to such term in Section 3.1.7.3.6.
2.33 "County Full -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.6.6.
2.34 "County Part -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.7.6.
2.35 "County Skilled Laborer Non -Compliance Funds" shall have the meaning
ascribed to such term in Section 3.1.7.4.6.
2.36 "County Subcontractor Non -Compliance Funds" shall have the meaning
ascribed to such term in Section 3.1.7.2.2.
2.37 "County Targeted Areas" has the meaning ascribed to such term in
Section 3.1.2(i)(e).
2.38 "County Targeted Areas Laborer Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.1.7.3.5.
2.39 "County Targeted Areas Full -Time Employee Non -Compliance Funds"
shall have the meaning ascribed to such term in Section 3.2.6.5.
2.40 "County Targeted Areas Part -Time Employee Non -Compliance Funds"
shall have the meaning ascribed to such term in Section 3.2.7.5.
2.41 "County Targeted Areas Skilled Laborer Non -Compliance Funds" shall
have the meaning ascribed to such term in Section 3.1.7.4.5.
2.42 "CRA" shall have the meaning ascribed to the term in the Recitals.
2.43 "CRA Budget Approval" means the approval by the CRA Board of the
annual CRA Budget which includes a line item for the Incentive Payment for the applicable year.
2.44 "CRA Board" means the board of commissioners of the CRA.
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2.45 "CRA Budget" means the annual budget for the operation of the CRA
approved by the CRA Board, subject to City Approval and County Approval.
2.46 Developer" shall have the meaning ascribed to such term in the Recitals.
2.47 "Effective Date" means the date of execution and delivery of this
Agreement by all parties hereto.
2.48 "Enhanced Permanent Wage" shall have the meaning ascribed to such
term in Section 3.2.1.
2.49 "Enhanced Permanent Wage Penalty" shall have the meaning ascribed to
such term in Section 3.2.3.
2.50 "Enhanced Wage Notice" shall have the meaning ascribed to such term in
Section 3.2.2.
2.51 "Excluded Subcontractors" means the steel Subcontractor, the concrete
shell Subcontractor, the glazing Subcontractor and the vertical movement Subcontractor.
2.52 "Executive Director" means the executive director of the CRA.
2.53 "Full -Time Employee" means an exempt or non-exempt employee that
works thirty (30) hours or more weekly.
2.54 "Full -Time Employee Participation Requirement" shall have the meaning
ascribed to such term in Section 3.2.4.
2.55 "General Contractor" means the general contractor engaged by the
Developer to construct the Project.
2.56 "Global Agreement" means that certain lnterlocal Agreement between the
City, the County, the CRA and the Omni Community Redevelopment Agency dated as of
December 31, 2007.
2.57 "Goodwill" means Goodwill of South Florida, Inc.
2.58 "Grant Obligations" shall have the meaning ascribed to such term in
Section 5.1.
2.59 "Incentive Payment" shall have the meaning ascribed to such term in
Section 4.2.1.
2.60 "Incremental TIF" shall mean, for each tax year, the tax increment
revenues, if any, actually received by the CRA from the County and City with respect to the
buildings and improvement constructed on the Property after the Base Year after deductions for:
(i) all allocable administrative charges imposed by the County and the City (but not
administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or
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payments to or for the benefit of the Children's Trust, (iii) any other adjustments to the assessed
value of the Project made by the City and/or County as a result of challenges or tax contests with
respect to the assessed values, (iv) any payments that the CRA is required to make to the City
and the County under the terms of the Global Agreement; and (v) any tax increment revenues
received by the CRA from the County and City with respect to the land value of the Property
excluding the value of any improvements located on the Property. If the Tax Assessor
discontinues having a separate breakdown between the assessed value of the land and the
assessed value of the improvements, the assessed value of the land shall be deemed to be either
(i) the assessed value of the land as of the Base Year if the Tax Assessor is no longer making a
separate breakdown of the assessed value of the land and the assessed value of the improvements
as of the Base Year; or (ii) if the change occurs after the Base Year the last year where the Tax
Assessor has made a separate breakdown of the assessed value of the land after the Base Year
and in either event such assessed value of the land shall be deemed to increase three and a half
percent (3.5%) per annum for each year thereafter, compounded annually.
2.61 "Institute" shall have the meaning ascribed to such term in Section 3.2.8.1.
2.62 "Laborer Participation Requirement" has the meaning ascribed to said
term in Section 3.1.2(i).
2.63 "Living Wage Notice" means the annual notice published by the County's
Internal Services Department, or such successor County department, listing the Living Wage
Rate for all County covered service contracts for the current fiscal year.
2.64 "MDC" means Miami Dade College.
2.65 "MDCPS" means Miami -Dade County Public Schools.
2,66 "Minimum Hourly Construction Wage Rate" shall have the meaning
ascribed to such term in Section 3.1.5(i).
2.67 "M.O.U." means memorandum of understanding.
2.68 "Monetary Award" shall have the meaning ascribed to such term in
Section 3.1.8.
2.69 "Monitoring Contract" means the contract between the CRA and a SBE-
Construction Services certified firm selected and retained by the CRA to review and audit the
Participation Reports submitted by the Developer as well as review and audit Developer's
compliance with the community benefits, hiring, wage and procurement requirements of this
Agreement.
2.70 "Notices" shall have the meaning ascribed to such term in Section 9.
2.71 "Overtown" has the meaning ascribed to such term in Section 3.1.2(i)(b).
2.72 "Overtown Laborer Non -Compliance Funds" shall have the meaning
ascribed to such phrase in Section 3.1.7.3.2.
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2.73 "Overtown Full -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.6.2.
2.74 "Overtown Part -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.7.2.
2.75 "Overtown Skilled Laborer Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.1.7.4.2.
2.76 "Part -Time Employee" means an employee with respect to the operation
of the Project who is not a Full -Time Employee.
2.77 "Part -Time Employee Participation Requirement" shall have the meaning
ascribed to such term in Section 3.2.5.
2.78 "Participation Reports" shall have the meaning ascribed to such term in
Section 3.1.7.1.
2.79 "Phase" means either Phase I or Phase II as appropriate.
2.80 "Phase I" means the Convention Center Component and an approximately
1,100 key hotel and related ancillary uses and service areas customarily forming part of a
convention center hotel and all furniture, fixtures and equipment associated thereto.
2.81 "Phase II" means a 600 key hotel connected to the Convention Center
Component and all furniture, fixtures and equipment associated thereto.
2.82 "Principal Place of Business" means the location of the primary office or
central office of a Subcontractor. If the Subcontractor has only one business location, such
business location shall be its Principal Place of Business. Confirmation of the Subcontractor's
Principal Place of Business may be evidenced by a valid business tax receipt issued by Miami -
Dade County.
2.83 "Project" has the meaning ascribed to such term in the Recitals.
2.84 "Property" has the meaning ascribed to such term in the Recitals.
2.85 "Purchase Contract" shall have the meaning ascribed to such term in the
Recitals,
2.86 "RA Laborer Non -Compliance Funds" shall have the meaning ascribed to
such term in Section 3.1.7.3.1.
2.87 "RA Full -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.6.1.
2.88 "RA Part -Time Employee Non -Compliance Funds" shall have the
meaning ascribed to such term in Section 3.2.6.1.
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2.89 "RA Skilled Laborer Non -Compliance Funds" shall have the meaning
ascribed to such term in Section 3.1.7.4.1.
2.90 "Redevelopment Area" has the meaning ascribed to such term in the
2.91 "Responsible Wage" has the meaning ascribed to such term in Section
2.92 "Responsible Wage Notice" shall have the meaning ascribed to such term
in Section 3.1.6(iii).
Recitals.
3.1.6(i).
2.93 "Responsible Wage Penalty" shall have the meaning ascribed to such term
in Section 3.1.9.
2.94 "SBE-Construction Services" has the meaning ascribed to such term in
Section 3.1.11 of this Agreement and Section 10-33.02 of the County Code of Ordinances, as
amended.
2.95 "SBE-Construction Services Non -Compliance Funds" has the meaning
ascribed to such term in Section 3.1.11(vi).
2.96 "SBE-Goods and Services Non- Compliance Funds" shall have the
meaning ascribed to such term in Section 3.1.11(vii).
2.97 "SBE-Goods and Services Requirement" shall have the meaning ascribed
to such term in Section 3.1.11(ii).
3.1.6(i).
2.98 "Schedule" shall have the meaning ascribed to such term in Section
2.99 "SFWIB" means the South Florida Workforce Investment Board.
2.100 "Skilled Laborer Participation Requirement" has the meaning ascribed to
said term in Section 3.1.3(i).
Section 3.1.11.
2.101 "Small Business Enterprise" has the meaning ascribed to such term in
2.102 "SMSDC" has the meaning ascribed to such term in Section 3.1.1,
2.103 "Subcontractor" means a contractor engaged by the General Contractor or
by any other contractor to provide labor material or services in connection with the construction
of the Project.
2.104 "Subcontractor Participation Requirement" has the meaning ascribed to
said term in Section 3.1.4(i);
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2.105 "Substantially Completed" or "Substantial Completion," or words of like
import, means with respect to a Phase that a temporary or permanent certificate of occupancy, or
its equivalent, has been issued by the City for such Phase to enable such Phase to be used for its
intended purposes and the Tax Assessor has included the assessed value of the improvement
comprising such Phase on the tax rolls.
2.106 "Target Area" means the City Targeted Areas and the County Targeted
Areas.
2.107 "Tax Assessor" means the Miami -Dade County Property Appraiser.
2.108 "Term" shall mean the period commencing on the Effective Date of this
Agreement and terminating upon the expiration of the life of the CRA. which currently is set to
expire on March 31, 2030, as same may be extended with the approval of the City and the
County in accordance with all applicable laws to March 31, 2042.
2.109 "TIF Agreement" has the meaning ascribed to said term in Section 5.3.
3. PUBLIC BENEFIT COMMITMENTS. As an inducement to the CRA to provide
the Incentive Payment for the benefit of the Convention Center Component pursuant to this
Agreement, and in the interest of furthering the goals of the CRA, the Developer hereby makes
the following commitments for the public benefit during the Term of this Agreement:
3.1 Commitments During Construction. Prior to and during the . Project's
construction, the Developer shall:
3.1.1 Coordination with Local Agencies. Developer shall require the
General Contractor and require the General Contractor to require all Subcontractors working on
the Project to consult and coordinate with the City's CareerSource South Florida Center, located
at Lindsey Hopkins Technical Center at 750 NW 20h Street, 4th Floor, the Contractor's Resource
Center, South Florida Minority Supplier Development Council ("SMSDC"), Miami -Dade
Chamber of Commerce, State of Florida economic development entities, or other similar entities
recommended by the Executive Director. Such consultation and coordination efforts shall be
designed to assist local residents in their efforts to access job training, job placement services,
and employment opportunities at the Project during its construction. Such efforts shall also serve
to identify and employ companies whose Principal Place of Business is located within the
Targeted Areas with opportunities related to the Project's construction. General Contractor shall
conduct not less than one (1) job fair prior to the start of construction of each Phase.
3.1.2 Local Labor Workforce Participation.
(i) Developer shall require all Contractors performing
work in connection with each Phase to employ local laborers who reside within the County. This
requirement shall be deemed satisfied if Contractors, in aggregate, hire local labor in accordance
with the following requirements with respect to each Phase ("Laborer Participation
Requirement"):
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(a) Not less than four percent (4%) of laborers working on
each Phase shall be City residents living within the boundaries of the Redevelopment Area;
(b) Not less than eight percent (8%) of laborers
working on each Phase shall be City residents living within the boundaries of the Redevelopment
Area or in the Overtown community, as shown on the sketch attached as Exhibit "D"
("Overtown"), which community encompasses part of zip code 33136;
(c) Not less than twenty-five percent (25%) of the
laborers working on each Phase shall be to City residents living within the boundaries of the
Redevelopment Area, Overtown, or within zip codes 33127, 33128, 33130, 33136, 33142,
33125, 33135, 33150 and the West Coconut Grove (the "City Targeted Areas");
(d) Not less than thirty-five percent (35%) of the
laborers working on each Phase shall be City residents;
(e) Not less than forty-five percent (45%) of the
laborers working on each Phase shall be City residents or residents of zip codes 33010, 33030,
33034, 33054, and 33161 (the "County Targeted Areas"); and
(f) Not less than sixty percent (60%) of the laborers
working on each Phase shall be County residents.
(ii) Compliance with the above Laborer Participation
Requirement shall be calculated at the Completion of each Phase for each category separately
(i.e. subsections (a) through (f)) based upon the total number of labor man hours worked by
residents in each respective category and the total number of labor man hours worked in
connection with the respective Phase through Completion of such Phase. The Laborer
Participation Requirement shall not be deemed or construed to require Contractors to hire
employees who do not comply with OSHA requirements, drug testing requirements and
insurance company requirements; however, neither Contractors nor their agents will solicit
information from potential laborers regarding their criminal record at time of initial application
and any evidence of past criminal acts committed by a such laborer of which a Contractor or its
agent becomes apprised shall not automatically disqualify such laborer from Project -related
employment, but shall be considered on a case -by -case basis. Any aforementioned hiring
requirements shall not relieve the Developer from its obligation to satisfy the Laborer
Participation Requirement with respect to each Phase.
3.1.3 Skilled Construction Workforce Participation.
(i) Developer shall require all Contractors performing
work in connection with each Phase to employ local skilled laborers who reside within the
County. This requirement shall be deemed satisfied if the Contractors, in aggregate, hire skilled
laborers in accordance with the following requirements with respect to each Phase (the "Skilled
Laborer Participation Requirement"):
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(a) Not less than four percent (4%) of the skilled
laborers working on each Phase shall be City residents living within the boundaries of the
Redevelopment Area;
(b) Not less than six percent (6%) of the skilled
laborers working on each Phase shall be City residents living within the boundaries of the
Redevelopment Area or in Overtown;
(c) Not less than twenty percent (20%) of the skilled
laborers working on each Phase shall be City residents living within the Redevelopment Area,
Overtown, or in the City Targeted Areas;
(d) Not less than thirty percent (30%) of the skilled
laborer working on each Phase shall be City residents;
(e) Not less than forty percent (40%) of the skilled
laborers working on each Phase shall be City residents or residents of the County Targeted
Areas; and
(f) Not less than fifty percent (50%) of the skilled
laborers working on each Phase shall be residents of the County.
(ii) Compliance with the Skilled Laborer Participation
Requirement shall be calculated at the Completion of each Phase separately, for each category
separately (i.e. subsections (a) through (f)) based upon the total number of skilled labor man
hours worked by residents in each respective category and the total number of skilled labor man
hours worked in connection with the applicable Phase through Completion of such Phase. The
Skilled Laborer Participation Requirement shall not be deemed or construed to require
Contractors to hire employees who do not comply with OSHA requirements, drug testing
requirements and insurance company requirements; however, neither the Contractors nor their
agents will solicit information from potential skilled laborers regarding their criminal record at
the time of initial application and any evidence of past criminal acts committed by such skilled
laborer of which such Contractor or its agent becomes apprised shall not automatically disqualify
such skilled laborer from Project -related employment, but shall be considered on a case -by -case
basis. Any aforementioned hiring requirements shall not relieve Developer from its obligation to
comply with the Skilled Laborer Participation Requirement with respect to each Phase.
3.1,4 Construction Subcontractor Participation.
(i) DeveIoper shall require the General Contractor to
require all Subcontractors for each Phase have their Principal Place of Business within the
County. This requirement shall be deemed satisfied if the following requirements are complied
with respect to each Phase (the "Subcontractor Participation Requirement"):
(a) Not less than twenty percent (20%) to
Subcontractors employed with respect to such Phase, excluding the Excluded Subcontractors but
including Subcontractors retained by Excluded Subcontractors, shall have their Principal Place of
Business located within the City;
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(b) Not less than sixty percent (60%) of all
Subcontractors employed with respect to such Phase, excluding the Excluded Subcontractors but
including Subcontractors retained by the Excluded Subcontractors, shall have their Principal
Place of Business located within the County.
(ii) Compliance with above requirements shall be
calculated based upon the total amount paid to all Subcontractors, excluding the Excluded
Subcontractors, with their Principal Place of Business within the respective tier, and the total
amount paid to all Subcontractors, excluding the Excluded Subcontractors. Developer shall
require the General Contractor to have the work performed by Subcontractors based upon their
Principal Place of Business in keeping with the hiring priorities outlined above; provided,
however, that nothing contained herein shall require the hiring of a Subcontractor from within
the above -mentioned geographic areas that does not possess the necessary skills and
qualifications required for the scope of employment; provided, however, this requirement shall
not relieve the Developer from the obligation to comply with the Subcontractor Participation
Requirement with respect to such Phase.
(iii) For purposes of clarity, amounts paid to Subcontractors
in each tier shall include amounts paid to Subcontractors for design build services, shop
drawings and any other work undertaken by other design professionals to complete construction,
furnishing and equipping of the applicable Phase including "as built" documents.
3.1.5 Minimum Hourly Construction Wage Rate.
(i) Until Completion of Phase I and Phase II, Contractors
shall pay a minimum hourly wage rate of $12.63 if health benefits are provided to employees and
$14.46 to employees if health benefits are not provided to employees working on the
construction of the Project (the "Minimum Hourly Construction Wage Rate"), which Minimum
Hourly Construction Wage Rate shall be increased annually from and after the Effective Date to
an amount equal to the amount set forth in the Living Wage Notice, which increase shall be as
effective as of the due set forth in the Living Wage Notice.
(ii) Each Contractor shall include the same Minimum
Hourly Construction Wage Rate in all contracts and in all subcontracts entered into by such
Contractors, shall require that each Contractor stipulate and agree that they will pay the
Minimum Hourly Construction Wage Rate, subject to adjustment, as set forth in Section 3.1.5(i).
(iii) The General Contractor shall be required to post a
notice of the Minimum Hourly Construction Wage Rate at prominent locations throughout the
Property (the "Construction Wage Notice"). The Construction Wage Notice shall at minimum
advise workers at the Project of the Minimum Hourly Construction Wage Rate required to be
paid by all Contractors, the person to contact to initiate a grievance, and the penalties for non-
compliance. The form of Construction Wage Notice shall be subject to the approval of the
Executive Director prior to the commencement of construction of the Project, which approval
shall not be unreasonably conditioned or delayed. The General Contractor shall be responsible
for posting updated Construction Wage Notices at prominent locations throughout the Property
reflecting the New Minimum Hourly Construction Wage Rate within ten (10) days of the
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issuance of a revised Living Wage Notice through Completion of Phase l and Phase II. Copies
of each updated Construction Wage Notice shall be provided to the Executive Director not more
than ten (10) days after the issuance of the revised Living Wage Notice reflecting the new
Minimum Hourly Construction Wage Rate.
3.1.6 Responsible Wage Rates.
(i) Developer shall require all Contractors performing
work in connection with each Phase to pay a minimum hourly wage rate and health benefits (the
"Responsible Wage"), consistent with the County's Responsible Wage & Benefit Schedule,
Construction Type: Building (the "Schedule"), as the same may be revised by the County
annually, for each of the following labor classifications:
(a) Electrical Workers: Journeyman Wiremen
($30.11 hourly wage and $5.85 hourly health benefit); Journeyman Cable Splicer ($30.61 hourly
wage and $5.85 hourly health benefit); Journeyman Welder ($30.61 hourly wage rate and $5.85
hourly health benefit); Electrical Foreman ($33.12 hourly wage rate and $5.85 hourly health
benefit); and General Electrical Foreman ($36.13 hourly wage rate and $5.85 hourly health
benefit, which hourly rates are based upon the 2015 Schedule).
(b) Glaziers, Architectural Metal and Glass
Workers: Journeyman Glazier ($22.00 hourly wage benefit and $4,30 hourly health benefit);
Glazier Foreman ($24.00 hourly wage benefit and $4.30 hourly health benefit); and General
Foreman ($25.00 hourly wage benefit and $4.30 hourly health benefit, which hourly rates are
based upon the 2015 Schedule).
(c) Pipefitters (Air Conditioning, Refrigeration and
Heating: Journeyman Pipefitter ($33.03 hourly wage benefit and $6.85 hourly health benefit);
Foreman Pipefitter ($38.02 hourly wage rate and $6.85 hourly health benefit); and General
Foreman Pipefitter ($41.35 hourly wage rate and $6.85 hourly health benefit, which hourly rates
are based upon the 2015 Schedule).
(d) Plumbers: Journeyman Plumber ($22.25 hourly
wage rate and $5.05 hourly health benefit); Plumbing Foreman ($31.94 hourly wage rate and
$5.05 hourly health benefit); and Plumbing General Foreman ($34.79 hourly wage rate and $5.05
hourly health benefit, which hourly rates are based upon the 2015 Schedule).
(ii) Contractors performing work in connection with the
Project may employ the services of Apprentices in each of the above -listed labor classifications
without regard to compliance with the staffing and other requirements set forth in Section 2-
11.16 of the County Code and/or the Schedule. The Responsible Wage paid to such Apprentices
shall comply with the rates published in the Schedule for the applicable category. Each
Contractor shall include the same obligation to pay the Responsible Wages in all contracts and in
all subcontracts for services entered into by such Contractors requiring workers within such
classifications for the performance of the scope of work. Developer, either directly or through its
General Contractor, shall further require each Contractor to stipulate and agree in each contract
for services that they will pay the Responsible Wage.
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#39841128_v5
(iii) General Contractors shall be required to post a notice at
prominent locations throughout the Property of the Responsible Wage Rates for such workers
providing services within each of the classifications identified in Section 3.1.6(i) (the
"Responsible Wage Notice"). The Responsible Wage Notice shall, at a minimum, advise
workers of the Responsible Wage Rates, the person to contact to initiate a grievance, and the
penalties for non-compliance. The form of the Responsible Wage Notice shall be subject to the
approval of the Executive Director prior to the commencement of construction of the Project,
which approval shall not be unreasonably conditioned or delayed. The General Contractor shall
be responsible for posting updated Construction Wage Notice at prominent locations throughout
the Property reflecting the new Responsible Wage Rates within ten (10) days of the issuance of a
revised Schedule through Completion of Phase I and Phase II. Copies of each updated
Responsible Wage Notice reflecting the new Responsible Wage Rates shall be provided to the
Executive Director not more than ten (10) days after the issuance of the revised Schedule.
3.1.7 Construction Reports & Penalties.
3.1.7.1 Construction Reporting Requirements. During construction
of each Phase, Developer shall submit to the Executive Director: (i) on a quarterly basis
commencing thirty (30) days after the end of the first quarter after the commencement of
construction of such Phase until thirty (30) days following Completion of such Phase, detailed
reports with respect to compliance with the Subcontractor Participation Requirement during the
prior quarter and overall with respect to such Phase; and (ii) on a monthly basis commencing
thirty (30) days after the commencement of construction of each Phase until thirty (30) days
following Completion of such Phase, detailed reports with respect to compliance with the
Laborer Participation Requirement and the Skilled Laborer Participation during the prior month
with respect to such Phase (collectively the "Participation Reports"). The Developer and the
Executive Director shall agree on the form of the Participation Reports and the required back-up
information to be submitted as part of the Participation Reports prior to the commencement of
construction of the Project. The Participation Reports shall contain such information as the
Executive Director may reasonably require for the Executive Director to determine whether the
Developer is in compliance with the Subcontractor Participation Requirement, the Laborer
Participation Requirement and the Skilled Laborer Participation Requirement with respect to
such Phase. The Participation Reports with respect to each Phase must be certified as true and
correct by the Developer.
3.1.7.2 Penalties for Non -Compliance with Subcontractor
Participation Requirement with respect to each Phase.
3.1.7.2.1 To the extent Developer fails to comply with
the Subcontractor Participation Requirement for such Phase with respect to Section 3.1.4(i)(a),
Developer shall pay to the CRA as a penalty for such non-compliance: (a) Five Thousand and
No/100 Dollars ($5,000.00) for each percentage point (1%) below the Subcontractor
Participation Requirement with respect to Section 3.2.4(i)(a) for the first the five (5) percentage
points below the Subcontractor Participation Requirement with respect to Section 3.2.4(i)(a); (b)
Ten Thousand and No/100 Dollars ($10,000.00) thereafter for each percentage point (1%) below
the first five (5) percentage points below the Subcontractor Participation Requirement with
respect to Section 3.1.4(i)(a), thereafter for up to ten (10) additional percentage points; and (c)
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Fifteen Thousand and No/100 Dollars ($15,000.00) thereafter for each additional percentage
point below the first fifteen (15) percentage points of the Subcontractor Participation
Requirement with respect to Section 3.1.4(i)(a) (the "City Subcontractor Non -Compliance
Funds").
3.1.7.2.2 To the extent Developer fails to comply with
the Subcontractor Participation Requirement for such Phase with respect to Section 3.1.4(i)(b),
Developer shall pay to the CRA as a penalty for such non-compliance: (a) Five Thousand and
No/100 Dollars ($5,000.00) for each percentage point (1%) below the Subcontractor
Participation Requirement with respect to Section 3.1.4(i)(b) for the first five (5) percentage
points below the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(b); (b)
Ten Thousand and No/100 Dollars ($10,000.00) thereafter for each percentage point (1 %) below
the first five (5) percentage points below the Subcontractor Participation Requirement with
respect to Section 3.1.4(i)(b) for up to ten (10) additional percentage points; and (c) Fifteen
Thousand and No/100 Dollars ($15,000.00) thereafter for each additional percentage point below
the first fifteen (15) percentage points of the Subcontractor Participation Requirement with
respect to Section 3.1.4(i)(b) up to fifteen (15) additional percentage points; and (d) Twenty
Thousand and No/100 Dollars ($20,000.00) thereafter for each additional percentage point below
the first thirty (30) percentage points of the Subcontractor Participation Requirement with respect
to Section 3.1.4(i)(b) (the "County Subcontractor Non -Compliance Funds").
3.1.7.2.3 The City Subcontractor Non -Compliance
Funds and County Subcontractor Non -Compliance Funds shall be calculated by the Executive
Director after Substantial Completion of each Phase and shall be due and payable within thirty
(30) from the date of the Developer's receipt of written statement from the Executive Director
stating the amount of the City Subcontractor Non -Compliance Funds and County Subcontractor
Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute
between the Executive Director and the Developer with respect to the compliance with the
Subcontractor Participation Requirement with respect to such Phase, such dispute shall be
submitted to the CRA Board for resolution if the Developer and the Executive Director are not
able to resolve the dispute within thirty (30) days. The decision of the CRA Board shall be
binding upon the parties. The Executive Director, in his sole discretion, may elect to waive all or
a portion of the amount the Developer is required to pay to the CRA pursuant to Section 3.1.7.2
with respect to such Phase.
3.1.7.3. Penalties for Non -Compliance with Laborer Participation
Requirement with respect to each Phase.
3.1.7.3.1 To the extent Developer fails to comply with
the Laborer Participation Requirement set forth in Section 3.1.2(i)(a) with respect to such Phase,
Developer shall pay to the CRA as a penalty for such non-compliance: (a) Twenty -Five
Thousand and No/100 Dollars ($25,000.00) for each percentage point below the Labor
Participation Requirement set forth in Section 3.1.2(i)(a) for the first two (2) percentage points
below the Laborer Participation Requirement set forth in Section 3.1.2(i)(a), and (b) Fifty
Thouand and No/100 Dollars ($50,000.00) thereafter for each additional percentage point below
the first two (2) percentage points below the Laborer Participation Requirement set forth in
Section 3.1.2(i)(a) (collectively, the "RA Laborer Non -Compliance Funds").
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#39$41128_v5
3.1.7.3.2 To the extent Developer fails to comply with
the Laborer Participation Requirement set forth in Section 3.1.2(i)(b) with respect to such Phase,
Developer shall pay to the CRA as a penalty for such non-compliance: (a) Twenty -Five
Thousand and No/100 Dollars ($25,000.00) for each percentage point below the Laborer
Participation Requirement set forth in Section 3.1.2(i)(b) for the first four (4) percentage points
below the Laborer Participation Requirement set forth in Section 3.1.2(i)(b), (b) Fifteen Thouand
and No/100 Dollars ($15,000.00) for each additional percentage point below the first four (4)
percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(b)
(collectively, the "Overtown Laborer Non -Compliance Funds").
3.1.7.3.3 To the extent Developer fails to comply with
the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) with respect to such Phase,
Developer shall pay to the CRA as a penalty for such non-compliance of: (a) Three Thousand
and Five Hundred and No/100 Dollars ($3,500.00) for each percentage point below the Laborer
Participation Requirement set forth in Section 3.1.2(i)(c) for the first ten (10) percentage points
below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c), (b) Five Thousand
and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first
ten (10) percentage points below the Laborer Participation Requirement set forth in Section
3.1.2(i)(c) for up to ten (10) additional percentage points, and (c) Seven Thousand Five Hundred
and No/100 Dollars ($7,500.00) thereafter for each additional percentage point below the first
twenty (20) percentage points below the Laborer Participation Requirement set forth in Section
3.1.2(i)(c) (collectively, the "City Targeted Areas Laborer Non -Compliance Funds").
3.1.7.3.4 To the extent Developer fails to comply with
the Laborer Participation Requirement set forth in Section 3.1.2(i)(d) with respect to such Phase,
Developer shall pay to the CRA as a penalty for such non-compliance: (a) Three Thousand Five
Hundrend and No/100 Dollars ($3,500.00) for each percentage point below the Laborer
Participation Requirement set forth in Section 3.1.2(i)(d) for the first ten (10) percentage points
below the Laborer Participation Requirement set forth in Section 3.1.2(i)(d), (b) Five Thousand
and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first
ten (10) percentage points below the Laborer Participation Requirement set forth in Section
3,1.2(i)(d) for up to ten (10) additional percentage points, and (c) Seven Thousand Five Hundred
and No/100 Dollars ($7,500.00) thereafter for each additional percentage point below the first
twenty (20) percentage points below the Laborer Participation Requirement set forth in Section
3.1.2(i)(d.) (collectively, the "City Laborer Non -Compliance Funds").
3.1.7.3.5 To the extent Developer fails to comply with
the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) with respect to such Phase,
which specifies the minimum hiring requirements for laborers who reside in the City or in the
County Targeted Areas, Developer shall pay to the CRA as a penalty for such non-compliance:
(a) Three Thousand Five Hundred and No/100 Dollars ($3,500.00) for each percentage point
below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) for the first ten (10)
percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e),
(b) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage
point below the first ten (10) percentage points below the Laborer Participation Requirement set
forth in Section 3.1.2(i)(e) for up to ten (10) additional percentage points, (c) Seven Thousand
Five Hundred and No/100 Dollars ($7,500.00) thereafter for each additional percentage point
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below the first twenty (20) percentage points below the Laborer Participation Requirement set
forth in Section 3.1.2(i)(e)for up to ten (10) additional percentage points, and (d) Ten Thousand
and No/100 Dollars ($10,000.00) thereafter for each additional percentage point below the first
thirty (30) percentage points below the Laborer Participation Requirement set forth in Section
3.1.2(i)(e) (collectively, the "County Targeted Areas Laborer Non -Compliance Funds").
3.1.7.3.6 To the extent Developer fails to
comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(f) with respect to
such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Five
Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Laborer
Participation Requirement set forth in Section 3.1.2(i)(f) for the first ten (10) percentage points
below the Laborer Participation Requirement set forth in Section 3.1.2(i)(f), (b) Seven Thousand
Five Hundred and No/100 Dollars ($7,5000.00) thereafter for each additional percentage point
below the first ten (10) percentage points below the Laborer Participation Requirement set forth
in Section 3.1.2(i)(f) for up to ten (10) additional percentage points, (c) Ten Thousand and
No/100 Dollars ($10,000.00) thereafter for each additional percentage point below the first
twenty (20) percentage points below the Laborer Participation Requirement set forth in Section
3.1.2(i)(f) for up to ten (10) additional percentage points, and (d) Fifteen Thousand and No/100
Dollars ($15,000.00) thereafter for each additional percentage point below the first forty (40)
percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(f)
(collectively, the "County Laborer Non -Compliance Funds").
3.1.7.3.7 The Laborer Non -Compliance Funds
shall be calculated by the Executive Director after Completion of such Phase and shall be due
and payable within thirty (30) from the date of the Developer's receipt of written statement from
the Executive Director stating the amount of the RA Laborer Non -Compliance Funds, the
Overtown Laborer Non -Compliance Funds, the City Targeted Areas Laborer Non -Compliance
Funds, the City Laborer Non -Compliance Funds, the County Targeted Areas Laborer Non -
Compliance Funds, and the County Laborer Non -Compliance Funds, if any, are due with respect
to such Phase. In the event of a dispute between the Executive Director and the Developer with
respect to the compliance with the Laborer Participation Requirement with respect to such Phase,
such dispute shall be submitted to the CRA Board for resolution if the Developer and the
Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the
CRA Board shall be binding upon the parties. The Executive Director, in his sole discretion,
may elect to waive all or a portion of the amount the Developer is required to pay to the CRA
pursuant to Section 3.1.7.3 with respect to such Phase.
3.1.7.4 Penalties for Non -Compliance with Skilled Laborer
Participation Requirement with respect to each Phase.
3.1.7.4.1 To the extent Developer fails to comply with
the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(a) with respect to such
Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Ten Thousand
No/100 Dollars ($10,000.00) for each percentage point below the Skilled Laborer Participation
Requirement set forth in Section 3.1.3(i)(a)for the first two (2) percentage points below the
Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(a), and (b) Fifteen
Thouand and No/100 Dollars ($15,000.00) thereafter for each additional percentage point below
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the first two (2) percentage points below the Skilled Laborer Participation Requirement set forth
in Section 3.1.3(i)(a) (collectively, the "RA Skilled Laborer Non -Compliance Funds").
3.1.7.4.2 To the extent Developer fails to comply with
the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b) with respect to such
Phase, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand
and No/100 Dollars ($2,000.00) for each percentage point below the Skilled Laborer
Participation Requirement set forth in Section 3.1.3(i)(b) for the first four (4) percentage points
below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b), and (b)
Three Thouand Seven Hundred and No/100 Dollars ($3,700.00) thereafter for each additional
percentage point below the first four (4) percentage points below the Skilled Laborer
Participation Requirement set forth in Section 3.1.3(i)(b) (collectively, the "Overtown Skilled
Laborer Non -Compliance Funds").
3.1.7.4.3 To the extent Developer fails to comply with
the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c) with respect to such
Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand
and No/100 Dollars ($1,000.00) for each percentage point below the Skilled Laborer
Participation Requirement set forth in Section 3.1.3(i)(c) for the first ten (10) percentage points
below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c), (b) Two
Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional
percentage point below the first ten (10) percentage points below the Skilled Laborer
Participation Requirement for up to five (5) additional percentage points thereafter, and (c) Two
Thousand Five Hundred and No/100 Dollars ($2,500.00) for each additional percentage point
below the first fifteen (15) percentage points below the Skilled Laborer Participation
Requirement set forth in Section 3.1.3(i)(c) (collectively, the "City Targeted Areas Skilled
Laborer Non -Compliance Funds").
3.1.7.4.4 To the extent Developer fails to comply with
the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) with respect to such
Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand
Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Skilled
Laborer Participation Requirement set forth in Section 3.1.3(i)(d) for the first ten (10) percentage
points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d), (b)
Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional
percentage point below the first ten (10) percentage points below the Skilled Laborer
Participation Requirement set forth in Section 3.1.3(i)(d) for up to the ten (10) additional
percentage points thereafter, and (c) Five Thousand and No/100 Dollars ($5,000.00) thereafter
for each additional percentage point below the first twenty (20) percentage points below the
Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) (collectively, the "City
Skilled Laborer Non -Compliance Funds").
3.1.7.4.5 To the extent Developer fails to comply with
the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e) with respect to such
Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand
Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Skilled
Laborer Participation Requirement set forth in Section 3.1.3(i)(e) for the first ten (10) percentage
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#39841128_v5
points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e), (b)
Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional
percentage point below the first ten (10) percentage points below the Skilled Laborer
Participation Requirement set forth in Section 3.1.3(i)(e) for up to ten (10) additional percentage
points, (c) Four Thousand and No/100 Dollars ($4,000.00) thereafter for each additional
percentage point below the first twenty (20) percentage points below the Skilled Laborer
Participation Requirement set forth in Section 3.1.3(i)(e) for up to ten (10) additional percentage
points, and (d) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional
percentage point below the first thirty (30) percentage points below the Skilled Laborer
Participation Requirement set forth in Section 3.1.3(i)(e) (collectively, the "County Targeted
Areas Skilled Laborer Non -Compliance Funds").
3.1.7.4.6 To the extent Developer fails to
comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f) with
respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a)
Three Thousand and No/100 Dollars ($3,000.00) for each percentage point below the Skilled
Laborer Participation Requirement set forth in Section 3.1.3(i)(f) for the first ten (10) percentage
points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f), (b)
Four Thousand and No/100 Dollars ($4,000.00) thereafter for each additional percentage point
below the first ten (10) percentage points below the Skilled Laborer Participation Requirement
set forth in Section 3.1.3(i)(f) for up to ten (10) additional percentage points, (c) Six Thousand
and No/100 Dollars ($6,000.00) thereafter for each additional percentage point below the first
twenty (20) percentage points below the Skilled Laborer Participation Requirement set forth in
Section 3.1.3(i)(f) for up to ten (10) additional percentage points, and (d) Seven Thousand Five
Hundred and No/100 Dollars ($7,500,00) thereafter for each additional percentage point below
the first thirty (30) percentage points below the Skilled Laborer Participation Requirement set
forth in Section 3.1.3(i)(f) (collectively, the "County Skilled Laborer Non -Compliance Funds").
3.1.7.4.7. The Skilled Laborer Non -Compliance
Funds shall be calculated by the Executive Director after Completion of such Phase and shall be
due and payable within thirty (30) from the date of the Developer's receipt of written statement
from the Executive Director stating the amount of the RA Skilled Laborer Non -Compliance
Funds, the Overtown Skilled Laborer Non -Compliance Funds, the CRA Targeted Areas Skilled
Laborer Non -Compliance Funds, City Skilled Laborer Non -Compliance Funds, County Targeted
Areas Skilled Laborer Non -Compliance Funds, and County Skilled Laborer Non -Compliance
Funds, if any, are due with respect to such Phase. In the event of a dispute between the
Executive Director and the Developer with respect to compliance with the Skilled Laborer
Participation Requirement with respect to such Phase, such dispute shall be submitted to the
CRA Board for resolution if not resolved by the Developer within thirty (30) days. The decision
of the CRA Board shall be binding upon the parties. The Executive Director, in his sole
discretion, may elect to waive all or a portion of the amount the Developer is required to pay to
the CRA pursuant to Section 3.1.7.3 with respect to such Phase.
3.1.8 Failure to Comply with Minimum Hourly Construction Wage Rate
Requirement. In the event that any Contractor fails to pay the Minimum Hourly Construction
Wage Rate to any worker working on the construction of the Project, and which failure is
reported by such worker to the Executive Director, the Executive Director shall investigate the
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report and if the Executive Director, based upon his investigation confirms such non-compliance
with the Minimum Hourly Construction Wage Rate requirement, and that the error on the part of
the Contractor was not a de minimis miscalculation of the same, the Developer shall pay to the
affected worker(s) as a penalty the Minimum Hourly Construction Wage Rate for every hour for
which such worker was underpaid plus a twenty percent (20%) penalty (collectively the
"Construction Wage Rate Penalty"). Developer shall not receive the benefit of any credit for
hourly wage payments made to such worker that did not comply with the Minimum Hourly
Construction Wage Rate requirement. By way of illustration, if a worker was paid an hourly rate
of Ten and No/100 Dollars ($10.00) and no health benefits were provided for two (2) days in lieu
of the Minimum Hourly Construction Wage Rate, the Construction Wage Rate Penalty would be
calculated as follows:
Construction Wage Rate Penalty = [(Construction Labor Living Wage Rate * Total
Hours Worked)*Number of Days Underpaid] * Penalty Rate
[($14.46 * 8 hours)* 2 days] * 1.2
= $277.63
Such Construction Wage Rate Penalty shall be due to the underpaid workers(s) within thirty (30)
days after written demand from the Executive Director. Developer shall have the right to dispute
such demand and the findings of the Executive Director. If the Executive Director and the
Developer are not able to resolve their dispute within thirty (30) clays the dispute shall be
submitted to the CRA Board for determination which determination shall be binding on the
parties.
The Construction Wage Rate Penalty is not intended to waive any workers rights to seek any and
all available legal relief available under applicable law. In the event a worker is granted a
monetary award against the Developer or its Contractor(s) in some other forum ("Monetary
Award"), any Construction Wage Rate Penalty otherwise due and owing shall be reduced by the
amount of any such Monetary Award previously paid to such worker.
3.1,9 Failure to Comply with Responsible Wage Requirement. In the
event that any Contractor fails to pay the Responsible Wage to any worker working on the
construction of the Project, and which failure is reported by such worker to the Executive
Director, the Executive Director shall investigate the report and if the Executive Director, based
upon his investigation confirms such non-compliance with the Responsible Rate requirement,
and that the error on the part of the Contractor was not a de minimis miscalculation of the same,
the Developer shall pay to the affected worker(s) as a penalty the Responsible Wage for every
hour for which such worker was underpaid plus a twenty percent (20%) penalty (the
"Responsible Wage Penalty"). Developer shall not receive the benefit of any credit for hourly
wage payments made to such worker that did not comply with the Responsible Wage
requirement. By way of illustration, if a worker was paid an hourly rate of Thirty and No/100
Dollars ($30.00) and no health benefits were provided for sixteen (16) hours in lieu of the
Responsible Wage, the Responsible Wage Penalty would be calculated as follows:
Responsible Wage Penalty = [(Responsible Wage * Total Hours Worked) * Penalty
Rate
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[($26.30 * 16 hours)] * 1.2
= $504.96
Such Responsible Wage Penalty shall be due from the Developer to the underpaid workers(s)
within thirty (30) days after written demand from the Executive Director. Developer shall have
the right to dispute such demand and the findings of the Executive Director. If the Executive
Director and the Developer are not able to resolve their dispute within thirty (30) days the
dispute shall be submitted to the CRA Board from the Developer for determination which
determination shall be binding on the parties.
The Responsible Wage Penalty is not intended to waive a workers rights to seek any and all
available legal relief available under applicable law. In the event a worker is granted a Monetary
Award against the Developer or its Contractor(s) in some other forum, any Responsible Wage
Penalty otherwise due and owing shall be reduced by the amount of any such Monetary Award
previously paid to such worker.
31.10 Employment Advertisement & Notice. With respect to the
construction of each Phase, Developer shall:
(i) Require its General Contractor and all Subcontractors
to electronically post job opportunities in established job outreach websites and organizations,
including, without limitation, CareerSource South Florida, and similar programs in order to
attract as many eligible applicants for such jobs as possible;
(ii) Require the General Contractor to place a full -page
weekly advertisement in the Miami Times newspaper to inform residents of available job
opportunities and any upcoming job fairs not less than thirty (30) days prior to and through the
date of construction commencement of such Phase. This shall be in addition to any
advertisements done through other job outreach websites, organizations, and efforts referenced
hereinabove; and
(iii) Require the General Contractor to place weeldy radio
commercials on either WMBM, Hot 105, or 99JAMZ to inform residents of available job
opportunities and upcoming job fairs not less than thirty (30) days prior to and through the date
of construction commencement of such Phase.
3,1.11 Small Business Enterprise Program for Architecture, Engineering,
Landscape Architecture, Surveying and Mapping Professions ("CBE-A/E") and Small Business
Enterprise Program for Construction Services ("SBE-Construction Services") and Small
Business Enterprise Goods and Services ("SBE-Goods and Services"). With respect to each
Phase, Developer, or its General Contractor, shall:
(i) Award to firms certified by the County as CBE-A/E not
less than ten percent (10%) of the professional services agreements, calculated based upon the
total dollar amounts paid to firms certified by the County as CBE-A/E and the total dollar
amount paid under professional service agreements for soft costs, including, but not limited to,
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design, engineering, survey, inspection, job monitoring requirements, testing and legal (the
"CBE-A/E Participation Requirement");
(ii) Require Contractors to Award to firms certified by the
County as SBE-Construction Services firms not less than twenty percent (20%) of the
contractual agreements, calculated based upon the total dollar amounts paid to firms certified by
the County as SBE-Constructions Services firm and the total dollar amount paid for
construction -related materials, supplies and fixtures (the "SBE-Construction Services
Requirement"); and
(iii) Require Contractors to Award to firms certified by the
County as SBE-Goods and Services firms not less than twenty percent (20%) of the contractual
agreements, calculated based upon the total dollar amounts paid to firms certified by the County
as SBE-Goods and Services and the total dollar amount paid for goods and services "SBE-Goods
and Services Requirement").
The Executive Director, in his sole discretion, may qualify firms presented to him/her by the
Developer that possess the requisite licensing, professional qualifications, and experience to
perform services in the above -listed CBE or SBE categories, but fail to meet one or more of the
licensing requirements necessary to receive either a CBE or SBE designation from the County
which firms shall be included in the calculations above.
(iv) Compliance with the above requirements for each
category shall be measured based upon the total number of all subcontracts awarded to
Subcontracctors whose Principal Place of Business is within the applicable tier and the total
number of subcontracts awarded in each category.
(v) To the extent Developer fails to comply with the CBE-A/E
Participation Requirement for such Phase, Developer shall pay to the CRA as a penalty for such
non-compliance: (a) One Thousand and No/100 Dollars ($1,000.00) for each one half
percentage point (0.5%) below the CBE-A/E Participation Requirement for the first two and one-
half percentage points below the CBE-A/E Participation Requirement; and (b) Two Thousand
Five Hundred and No/100 Dollars ($2,500.00) for each additional percentage point below the
first two and one-half percentage points of the CBE-A/E Participation Requirement ("CBE-A/E
Non -Compliance Funds").
(vi) To the extent Developer fails to comply with the SBE-
Construction Services Requirement for such Phase, Developer shall pay to the CRA as a penalty
for such non-compliance: (a) One Thousand and No/100 Dollars for each percentage point
(1.0%) below the SBE-Construction Services Requirement Participation Requirement for the
first five percentage points below the SBE-Construction Services Requirement; and (b) Two
Thousand and No/100 Dollars ($2,000.00) for each percentage point below the first five
percentage points of the SBE-Construction Services Requirement (the "SBE-Construction
Services Non -Compliance Funds").
(vii) To the extent Developer fails to comply with the
SBE-Good and Services Requirement for such Phase, Developer shall pay to the CRA as a
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439841128 v5
penalty for such non-compliance: (a) One Thousand and No/100 Dollars for each percentage
point (1.0%) below the CBE -Goods and Services Requirement for the first five percentage points
below the SBE-Goods and Services Requirement; and (b) Two Thousand and No/100 Dollars
($2,000.00) for each percentage point below the first five percentage points of the SSE -Goods
and Services Requirement (the "SBE-Goods and Services Non -Compliance Funds").
(viii) The CBE-A/E Non -Compliance Funds, the SBE-
Construction Services Non -Compliance Funds and the SBE-Goods and Services Non -
Compliance Funds shall be calculated by the Executive Director after Completion of such Phase
and shall be due and payable within thirty (30) from the date of the Developer's receipt of
written statement from the Executive Director stating the amount of the CBE-AIE Non -
Compliance Funds, the SBE-Construction Services Non -Compliance Funds and the SBE-Goods
and Services Non -Compliance Funds, if any, are due with respect to such Phase. In the event of
a dispute between the Executive Director and the Developer with respect to compliance with the
CBE-A/E Participation Requirement, the SBE-Construction Services Requirement and the SBE-
Goods and Services Requirement with respect to such Phase, such dispute shall be submitted to
the CRA Board for resolution if not resolved by the Developer within thirty (30) days. The
decision of the CRA Board shall be binding upon the parties. The Executive Director, in his sole
discretion, may elect to waive all or a portion of the amount the Developer is required to pay to
the CRA pursuant to Section 3.1.11 with respect to such Phase.
(ix) Notwithstanding anything to the contrary contained
in Sections 3.1.11(v)(vi) and (vii), the total penalties in the aggregate that Developer shall be
required to pay with respect to Sections 3.1.11(v)(vi) and (vii) shall not exceed One Hundred
Thousand and No/100 Dollars ($100,000.00).
3.1.12 Small General Contractor Pro gram. Developer shall require its
General Contractor to joint venture with a general contractor approved by the Executive Director
to provide certain key general conditions items such as scheduling, estimating, blueprinting,
office fit -outs, and field office set-ups.
3.2 Commitments During Operations. Following Substantial Completion of
the Project, Developer shall comply with the following requirements:
3.2.1 Enhanced Minimum Wage & Benefits. Developer, including any
affiliate or agents of the Developer and any third -party operating a business physically located
within the Project, shall pay each employee employed at the Project a minimum hourly wage of
not less than Ten and No/100 Dollars ($10.00) per hour and paid hourly benefits of equivalent to
not less than Four and 63/100 Dollars ($4.63) per hour (the "Enhanced Permanent Wage") which
Enhanced Permanent Wage shall be adjusted annually on January 1 of each year after the
Effective Date to reflect changes in the Consumer Price Index over the previous year.
3.2.2 Developer shall be required to post notices at prominent locations
throughout non-public portions of the Project, such as employee break rooms and other service
areas, advising employees of the Enhanced Permanent Wage (the "Enhanced Permanent Wage
Notice"). The Enhanced Permanent Wage Notice shall at minimum advise Project employees of
the Enhanced Permanent Wage, the person to contact in the event of a grievance, and applicable
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penalties for non-compliance. The form of the Enhanced Wage Notice shall be subject to the
approval of the Executive Director prior to the commencement of construction of the Project,
which approval shall not be unreasonably conditioned or delayed. Developer shall be
responsible for posting updated Enhanced Permanent Wage Notice annually each January 1st at
prominent locations throughout non-public portions of the Project, such as employee break
rooms and other service areas, advising employees of changes in the Enhanced Permanent Wage
once adjusted annually to reflect changes in the Consumer Price Index over the prior year.
Developer shall provide the updated Enhanced Permanent Wage Notice reflecting the new
Enhanced Permanent Wage to the Executive Director within ten (10) days of each annual
revision.
3.2.3 Failure to Comply with Enhanced Permanent Wage Requirement
During Operations. In the event Developer or any affiliates or agents of the Developer and any
third -party operating a business physically located within the Project fails to pay the Enhanced
Permanent Wage to any employee of the Project, which failure to pay is reported to the
Executive Director by the employee(s), the Executive Director shall investigate the report and if
the Executive Director, based upon his investigation confirms such non-compliance with the
Enhanced Permanent Wage requirement, and that the error on the part of the Developer was not
a de mininais miscalculation of the same, the Developer shall pay to the employee(s) as a penalty
the Enhanced Permanent Wage for every hour for which the employee was underpaid, plus a
twenty percent (20%) penalty (the "Enhanced Permanent Wage Penalty"). Developer shall not
receive the benefit of any credit for hourly wage payments made to such employee that did not
comply with the Enhanced Permanent Wage requirement. By way of illustration, if an employee
was paid by Developer an hourly rate and benefits totaling of Ten and No/100 Dollars ($10.00)
per hours and not provided any benefits for two (2) days in lieu of the Enhanced Permanent
Wage, the Enhanced Permanent Wage Penalty would be calculated as follows:
Enhanced Permanent Wage Penalty = [(Enhanced Wage Rate * Total Hours Worked
Daily)*Number of Days Underpaid] * Penalty Rate
= [($14.63 * 8 hours)* 2 days] * 1.2
_ $280.90
Such Enhanced Permanent Wage Penalty shall be due from the Developer to the underpaid
employee(s) within thirty (30) days after written demand from the Executive Director.
Developer shall have the right to dispute such demand and the findings of the Executive
Director. If the Executive Director and the Developer are not able to resolve their dispute within
thirty (30) days the dispute shall be submitted to the CRA Board from the Developer for
determination, which determination shall be binding on the parties.
The Enhanced Permanent Wage Penalty is not intended to waive an employee's rights to seek
any and all available legal relief available under applicable law. In the event an employee is
granted a Monetary Award against the Developer or its affiliates in some other forum, any
Enhanced Permanent Wage Penalty otherwise due and owing shall be reduced by the amount of
any such Monetary Award, previously paid to such employee.
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3.2.4 Full -Time Hiring Requirement. Developer shall require work
performed by Full -Time Employees in connection with the operation of the Project to be
performed by individuals who reside within the County. This requirement shall be deem
satisfied if the Full -Time Employees working in connection with the operation of the Project
satisfy the following requirements (the "Full -Time Employee Participation Requirement"):
i. Not less than ten percent (10%) of the Full -Time Employees
working at the Project are City residents living within the Redevelopment Area;
ii. Not less than twenty percent (20%) of the Full -Time
Employees working at the Project are City residents living within the Redevelopment Area or in
the Overtown community;
iii. Not less than thirty percent (30%) of the Full -Time Employees
working at the Project are City residents living within the City Targeted Areas;
iv. Not less than forty percent (40%) of the Full -Time Employees
working at the Project are residents of the City;
v. Not less than fifty-five percent (55%) of Project the Full -Time
Employees working at the Project are residents of the County living within the City or in the
County Targeted Areas; and
vi. Not less than seventy percent (70%) of the Full -Time
Employees working at the Project are residents of the County.
Compliance with the Full -Time Employee Participation Requirement shall be calculated
annually based upon the total number of days worked by Full -Time Employees in the respective
categories (i.e., subsections (i) - (vi)) and the total number of work days work by all Full -Time
Employees calculated on a calendar year basis. The place of residence shall be determined as of
January 1 of each year. Full -Time Employees who on their original hire date were residents of
either the Redevelopment Area, Overtown or the City Targeted Areas and following the
commencement of their employment at the Project establish their personal residence outside such
aforementioned areas shall; for purposes of satisfying the Full -Time Employee Participation
Requirement, retain their original characterization as residents of the Redevelopment Area,
Overtown, or City Targeted Areas for a period of not more than three (3) years following the
date of the said Full -Time Employees' move. The Full -Time Employee Participation
Requirement shall not be deemed or construed to require the hiring of Full -Time Employees who
do not comply with hiring requirements, including mandatory drug testing; however, neither
Developer not its agents shall solicit from prospective employees information regarding their
past criminal record at the time of initial application and any evidence of past criminal acts
committed by such prospective employee of which the Developer or its agents becomes apprised
thereafter shall not serve to automatically disqualify such prospective employee from
employment at the Project, but shall be considered on a case -by -case basis. Any aforementioned
hiring requirements of the Developer shall not relieve the Developer from its obligation to
comply with the Full -Time Employee Participation Requirement.
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3.2.5 Part -Time Hiring Requirement. Developer shall require work
performed by Part -Time Employees in connection with the operation of the Project to be
performed by individuals who reside within the County. This requirement shall be deemed
satisfied if Part -Time Employees working in connection with the operation of the Project satisfy
the following requirements (the "Part -Time Employee Participation Requirement"):
i. Not less than ten percent (10%) of the Part -Time Employees
working at the Project are City residents living within the Redevelopment Area;
ii. Not less than twenty percent (20%) of the Part -Time
Employees working at the Project are City residents living within the Redevelopment Area or in
the Overtown community;
iii. Not less than thirty percent (30%) of the Part -Time Employees
working at the Project are City residents living within the City Targeted Areas;
iv. Not less than forty percent (40%) of the Part -Time Employees
working at the Project are residents of the City;
v. Not less than fifty-five percent (55%) of Project the Part -Time
Employees working at the Project are residents of the County living within the City or in the
County Targeted Areas; and
vi. Not less than seventy percent (70%) of the Part -Time
Employees working at the Project are residents of the County.
Compliance with the Part -Time Employee Participation Requirement shall be calculated
annually based upon the total number of hours worked by Part -Time Employees in each of the
respective categories (i.e., subsections (i) — (vi)) and the total number of hours worked by all
Part -Time Employees at the Project. The place of residence shall be determined as of January 1
of each year. Part -Time Employees who on their original hire date were residents of either the
Redevelopment Area, Overtown or the City Targeted Areas and following commencement of
their employment at the Project establish their personal residence outside such aforementioned
areas shall, for purposes of satisfying the Part -Time Employment Participation Requirement,
retain their original characterization as a resident of either the Redevelopment Area, Overtown or
City Targeted Areas for a period of not more than three (3) years following the date of said Part -
Time Employees' move. The Part -Time Employee Participation Requirement shall not be
deemed or construed to require the hiring of Part -Time Employees who do not comply with the
hiring requirements, including mandatory drug testing; however, neither the Developer or its
agents shall solicit from prospective employees information regarding their past criminal record
at the time of initial application and any evidence of past criminal acts committed by such
prospective employee of which the Developer or its agents become apprised thereafter shall not
automatically disqualify such prospective employee from employment at the Project, but shall be
considered on a case -by -case basis. Any aforementioned hiring requirements of the Developer
shall not relieve the Developer from its obligation to comply with the Part -Time Employee
Participation Requirement.
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3.2.6 Annual Penalties for Non -Compliance with Full -Time Employee
Participation Requirement.
3.2.6.1 To the extent Developer fails to comply with the applicable
Full -Time Employee Participation Requirement set forth in Section 3.2.4(i) on a calendar year
basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand
and No/100 Dollars ($2,000.00) for each percentage point below the Full -Time Employee
Participation Requirement set forth in Section 3.2.4(i) for the first five (5) percentage points
below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(i), and (b)
Three Thousand and No/100 Dollars ($3,000.00) thereafter for each additional percentage point
below the first five (5) percentage points below the Full -Time Employee Participation
Requirement set forth in Section 3.2.4(i) (collectively, the "RA Full -Time Employee Non -
Compliance Funds").
3.2.6.2 To the extent Developer fails to comply with the applicable
Full -Time Employee Participation Requirement set forth in Section 3.2.4(ii), calculated on a
calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a)
One Thousand and No/100 Dollars ($1,000.00) for each percentage point below the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(ii) for the first five (5) percentage
points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(ii), (b)
One Thousand Five Hundred and No/100 Dollars ($1,500.00) thereafter for each additional
percentage point below the first five (5) percentage points below the Full -Time Employee
Participation Requirement set forth in Section 3.2.4(ii) for up to ten (10) additional percentage
points thereafter, (c) Three Thousand and No/100 Dollars ($3,000.00) thereafter for each
percentage point below the first fifteen (15) percentage points of the Full -Time Employee
Participation Requirement set forth in Section 3.2.4(ii) (collectively, the "Overtown Full -Time
Employee Non -Compliance Funds").
3.2.6.3 To the extent Developer fails to comply with the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(iii), calculated on a calendar year
basis Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand
Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(iii) for the first ten (10)
percentage points below the Full -Time Employee Participation Requirement set forth in Section
3.2.4(iii), (b) One Thousand Seven Hundred Fifty No/100 Dollars ($1,750.00) thereafter for each
additional percentage point below the first ten (10) percentage points below the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(iii) for up to the next ten (10)
additional percentage points thereafter, (c) Three Thousand and No/100 Dollars ($3,000.00)
thereafter for each percentage point below the first twenty (20) percentage points of the Full -
Time Employee Participation Requirement set forth in Section 3.2.4(iii) (collectively, the "City
Targeted Areas Full -Time Employee Non -Compliance Funds").
3.2.6.4 To the extent Developer fails to comply with the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(iv), calculated on a calendar year
basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand
Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(iv) for the first ten (10)
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percentage points below the Full -Time Employee Participation Requirement set forth in Section
3.2.4(iv), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each
additional percentage point below the first ten (10) percentage points below the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(iv) utilizing for up to the next ten
(10) additional percentage points thereafter, (c) Three Thousand Five Hundred and No/100
Dollars ($3,500.00) thereafter for each percentage point below the first twenty (20) percentage
points of the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iv)
(collectively, the "City Full -Time Employee Non -Compliance Funds").
3.2.6.5 To the extent Developer fails to comply with the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(v), calculated on a calendar year
basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand
Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(v) for the first ten (10) percentage
points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v), (b)
Two Thousand Two Hundred Fifty and No/100 Dollars ($2,250.00) thereafter for each additional
percentage point below the first ten (10) percentage points below the Full -Time Employee
Participation Requirement set forth in Section 3.2.4(v) for up to the next ten (10) additional
percentage points, (c) Three Thousand and No/100 Dollars ($3,000.00) thereafter for each
percentage point below the first twenty (20) percentage points of the Full -Time Employee
Participation Requirement set forth in Section 3.2.4(v) for up to the next ten (10) percentage
points, and (d) Four Thousand Five Hundred ($4,500.00) thereafter for each percentage point
below the first thirty (30) percentage points below the Full -Time Employee Participation
Requirement set forth in Section 3.2.4(v) (collectively, the "County Target Areas Full -Time
Employee Non -Compliance Funds").
3.2.6.6 To the extent Developer fails to comply with the Full -Time
Employee Participation Requirement set forth in Section 3.2.4(vi), calculated on a calendar year
basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand
and No/100 Dollars ($2,000.00) for each percentage point below the Full -Time Employee
Participation Requirement set forth in Section 3.2.4(vi) for the first ten (10) percentage points
below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi), (b) Two
Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional
percentage point below the first ten (10) percentage points below the Full -Time Employee
Participation Requirement set forth in Section 3.2.4(vi) for up to the next twenty (20) additional
percentage points, (c) Three Thousand Five Hundred and No/100 Dollars ($3,500.00) for each
percentage point below the first thirty (30) percentage points of the Full -Time Employee
Participation Requirement set forth in Section 3 .2.4(vi) for up to the next twenty (20) percentage
points thereafter, and (d) Five Thousand ($5,000.00) thereafter for each percentage point below
the first fifty (50) percentage points of the Full -Time Employee Participation Requirement set
forth in Section 3 .2.4(vi) (collectively, the "County Full -Time Employee Non -Compliance
Funds").
3.2.6.7 The Full -Time Employee Participation Requirement shall
initially be calculated by Developer on January 1st following the anniversary ofProject's opening
for business to the general public, and each year thereafter, for the prior calendar year. Evidence
of Developer's compliance with the Full -Time Employee Participation Requirement shall be
28
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calculated by the Developer and submitted to the Executive Director with the appropriate backup
documentation for review on or before March lst of each year for the prior calendar year starting
with the first full calendar year after the Project is open for business to the public. The first
payment of any amount due pursuant this Section 3.2.6 shall be paid by the Developer following
the second anniversary of the Project's opening for business to the general public and
accompany the submission of the report to the Executive Director which shall include a
breakdown of the amount of the RA Full -Time Non -Compliance Funds, Overtown Full -Time
Non -Compliance Funds, City Targeted Areas Full -Time Non -Compliance Funds, City Full -Time
Non -Compliance Funds, County Targeted Areas Full -Time Non -Compliance Funds, and County
Full -Time Non -Compliance Funds, if any, due. All required reports and payments shall be due
on or before March 1st of each succeeding year. The calculation by the Developer of the amount
due shall be subject to audit by the Executive Director. If any additional amount is determined
to be due by the Executive Director same shall be due within thirty (30) days of demand. In the
event of a dispute between the Executive Director and the Developer with respect to compliance
with the Full -Time Employee Participation Requirement, which is not resolved between the
Developer and the Executive Director within thirty (30) days, such dispute shall be submitted to
the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties.
The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount
Developer is required to pay to the CRA pursuant to Section 3.2.6.
3.2.7 Annual Penalties for Non -Compliance with the Part -Time
Employee Participation Requirement.
3.2.7.1 To the extent Developer fails to comply with the applicable
Part -Time Employee Participation Requirement set forth in Section 3.2.5(i) calculated on a
calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a)
One Thousand and No/100 Dollars ($1,000.00) for each percentage point below the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(i) for the first five (5) percentage
points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(i), and
(b) One Thousand Five Hundred and No/100 Dollars ($1,500.00) thereafter for each additional
percentage point below the first five (5) percentage points below the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(i) (collectively, the "RA Part -Time
Employee Non -Compliance Funds").
3.2.7.2 To the extent Developer fails to comply with the applicable
Part -Time Employee Participation Requirement set forth in Section 3.2.5(i), calculated on a
calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a)
Five Hundred and No/100 Dollars ($500.00) for each percentage point below the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(ii) for the first five (5) percentage
points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(ii), (b)
Seven Hundred Fifth and No/100 Dollars ($750.00) thereafter for each additional percentage
point below the first five (5) percentage points below the Part -Time Employee Participation
Requirement set forth in Section 3.2.5(ii) for up to ten (10) additional percentage points
thereafter, (c) One Thousand and No/100 Dollars ($1,000.00) thereafter for each percentage
point below the first fifteen (15) percentage points of the Part -Time Employee Participation
Requirement (collectively, the "Overtown Part -Time Employee Non -Compliance Funds").
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3.2.7.3 To the extent Developer fails to comply with the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(iii), calculated on a calendar year
basis Developer shall pay to the CRA as a penalty for such non-compliance (a) Six Hundred
Twenty Five and No/100 Dollars ($625.00) for each percentage point below the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(iii) for the first ten (10)
percentage points below the Part -Time Employee Participation Requirement set forth in Section
3.2.5(iii), (b) Eight Hundred Seventy Five and No/100 Dollars ($875.00) thereafter for each
additional percentage point below the first ten (10) percentage points below the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(iii) for up to the next ten (10)
additional percentage points thereafter, (c) One Thousand Seven Hundred Fifty and No/100
Dollars ($1,750.00) thereafter for each percentage point below the first twenty (20) percentage
points of the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iii)
(collectively, the "City Targeted Areas Part -Time Employee Non -Compliance Funds").
3.2.7.4 To the extent Developer fails to comply with the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(iv), calculated on a calendar year
basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Seven Hundred
Fifty and No/100 Dollars ($750.00) for each percentage point below the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(iv) for the first ten (10) percentage points
below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iv), (b) One
Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) thereafter for each additional
percentage point below the first ten (10) percentage points below the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(iv) utilizing for up to the next ten (10)
additional percentage points thereafter, (c) One Thousand Seven Hundred Fifty and No/100
Dollars ($1,750.00) thereafter for each percentage point below the first twenty (20) percentage
points of the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iv)
(collectively, the "City Part -Time Employee Non -Compliance Funds").
3.2.7.5 To the extent Developer fails to comply with the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(v), calculated on a calendar year
basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Seven Hundred
Fifty and No/100 Dollars ($750.00) for each percentage point below the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(v) for the first ten (10) percentage points
below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(v), (b) One
Thousand One Hundred Twenty Five and No/100 Dollars ($1,125.00) thereafter for each
additional percentage point below the first ten (10) percentage points below the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(v) for up to the next ten (10)
additional percentage points, (c) One Thousand Five Hundred and No/100 Dollars ($1,500.00)
thereafter for each percentage point below the first twenty (20) percentage points of the Part -
Time Employee Participation Requirement set forth in Section 3.2.5(v) for up to the next ten (10)
percentage points, and (d) Two Thousand Two Hundred Fifty and No/100 Dollars ($2,250.00)
thereafter for each percentage point below the first thirty (30) percentage points below the Part -
Time Employee Participation Requirement set forth in Section 3.2.5(v) (collectively, the
"County Target Areas Part -Time Employee Non -Compliance Funds").
3.2.7.6 To the extent Developer fails to comply with the Part -Time
Employee Participation Requirement set forth in Section 3.2.5(vi), calculated on a calendar year
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basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand
and No/100 Dollars ($1,000.00) for each percentage point below the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(vi) for the first ten (10) percentage points
below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(vi), (b) One
Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) thereafter for each additional
percentage point below the first ten (10) percentage points below the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(vi) for up to the next twenty (20) additional
percentage points, (c) One Thousand Seven Hundred Fifty and No/100 Dollars ($1,750.00) for
each percentage point below the first thirty (30) percentage points of the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(vi) for up to the next twenty (20) percentage
points thereafter, and (d) Two Thousand Five Hundred ($2,500.00) thereafter for each
percentage point below the first fifty (50) percentage points of the Part -Time Employee
Participation Requirement set forth in Section 3.2.5(vi) (collectively, the "County Part -Time
Employee Non -Compliance Funds").
3.2.7.7 The Part -Time Employee Participation Requirement shall
initially be calculated by the Developer on January 1st following the anniversary of the Project's
opening to the general public, and each year thereafter, for the prior calendar year. Evidence of
Developer's compliance with the Part -Time Employee Participation Requirement shall be
calculated by the Developer and submitted to the Executive Director with the appropriate backup
documentation for review on or before March 1st of each year for the prior calendar year starting
with the first full calendar year after the Project is open for business to the public. The first
payment of any amount due pursuant to this Section 3.2.7 shall be paid by the Developer
following the second anniversary of the Project's opening for business to the general public and
accompany the submission of the report to the Executive Director which shall include a
breakdown of the amount of the RA Part -Time Non -Compliance Funds, Overtown Part -Time
Non -Compliance Funds, City Targeted Areas Part -Time Non -Compliance Funds, City Part -Time
Non -Compliance Funds, County Targeted Areas Part -Time Non -Compliance Funds, and County
Part -Time Non -Compliance Funds, if any, due. All required reports and payments thereafter
shall be due on or before March lst of each succeeding year. The calculation by the Developer of
the amount due shall be subject to audit by the Executive Director. If any additional amount is
determined to be due by the Executive Director, same shall be due within thirty (30) days of
demand. In the event of a dispute between the Executive Director and the Developer with
respect to compliance with the Part -Time Employee Participation Requirement, which is not
resolved between the Developer and the Executive Director within thirty (30) days, such dispute
shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be
binding upon the parties. The Executive Director, in his sole discretion, may elect to waive all or
a portion of the amount Developer is required to pay to the CRA pursuant to Section 3.2.7.
3.2.8 Community Support, Job. Training, & Career Development
Partnerships. Developer shall execute an M.O.U. with the following organizations for the
purposes outlined herein below:
3.2.8.1 Miami -Dade College Hospitality Institute. Developer or its
affiliate, MDM Development, LLC ("MDM") has executed a M,O.U. with MDC to: (i) support
the activities of the MDC Hospitality & Culinary Institutes (the "Institute"); (ii) coordinate the
delivery of training for future Developer employees; and (iii) to coordinate linkages between
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MDC and Developer for the purposes of hiring Institute graduates. A copy of the M.O.U. with
MDC is attached hereto and made part hereof as Exhibit "E".
3.2.8.2 CareerSource South Florida. Developer or its affiliate,
MDM, is finalizing a M.O.U. with SFWIB for purposes of: (i) establishing a referral network for
employment opportunities at both existing Developer -affiliated hotels and the Project; and (ii) to
secure from SFWIB a funding commitment to underwrite training for future Project employees
with SFWIB and other local training programs which M.O.U. with SFWIB shall be substantially
in the form attached hereto and made a part hereof as Exhibit "F".
3.2.8.3 Miami -Dade County Public Schools. Developer or its
affiliate, MDM, has executed an M.O.U. with MDCPS for the purposes of: (i) supporting the
activities of the MDCPS Career Academies in Hospitality & Tourism, Engineering &
Technology, Finance, and Transportation, Distribution & Logistics at high schools located within
the City; and (ii) establishment of an academic year and summer internship that will provide paid
internships to not less than thirty (30) MDCPS students. A copy of the executed M.O.U. with
MDCPS is attached hereto and made a part hereof as Exhibit "G".
3.2.8.4 Goodwill of South Florida, Inc. Developer has executed a
letter of intent with Goodwill for purposes of formalizing Developer's intent to contract with
Goodwill for, among other services, the provision of laundry and linen service for the Project at
an estimated annual load of 10 million pounds, which agreement will double the current
workforce at Goodwill's laundry facility located in Liberty City. A copy of the letter of intent
with Goodwill is attached hereto and made a part hereof as Exhibit "H".
3.2.9 Vendor and Local Business Opportunities. With regard to local
business opportunities and vendor opportunities, MDM shall agree to the following:
3.2.9.1 Vendor & Local Business Opportunity Fairs. Developer,
in conjunction with the CRA, shall convene not less than two vendor and local business
opportunity fairs in the year immediately preceding Substantial Completion of Phase I, with the
first of such fairs occurring not less than six (6) months prior to Substantial Completion of Phase
I, for the purpose of sharing with local vendors and entrepreneurs information regarding: (i)
opportunities to directly contract with Developer to provide direct services or product to the
Project once operational; and (ii) opportunities for local entrepreneurs to provide services to
patrons of the Project, either on -site through a Developer referral program or off -site within the
Redevelopment Area.
3.2.9.2 Direct Vendor Development Program. Developer will
work with CRA, and a financial institution agreed upon by both the Developer and CRA, to
create a program to support not less than three (3) small, disadvantaged, and women -owned
business entities in contracting directly with Developer for the provision of goods or services to
the Project once Phase I is operational.
3.3 Monitoring Contract.
3.3.1 Prior to the issuance of any construction permits for the Project, an
SBE-Construction Services certified firm shall be selected and retained by the CRA to review the
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Participation Reports submitted by the Developer and audit the same, as well as audit
Developer's compliance with the community benefits, hiring, wage, and procurement
requirements of this Agreement.
3.3.2 The proposed scope of services to be provided by the selected SBE
Construction Services certified firm (or such firm with equivalent experience as determined by
the Executive Director) under the Monitoring Contract is attached hereto as Exhibit "I".
3.3.3 The Developer shall reimburse the CRA on an annual basis for the
costs incurred by the CRA under the Monitoring Contract, which reimbursement shall not exceed
One Hundred Thousand and No/100 Dollars ($100,000.00) annually inclusive of all
reimbursable costs under the Monitoring Contract. The initial Monitoring Contract shall
commence no earlier than the commencement of construction of the Project. The Developer
acknowledges that there may be one or more Monitoring Contract(s) with different SBE-
Construction Services certified firms during the term of this Agreement but under no
circumstances shall Developer's obligations under this Section 3.3.3 exceed One Hundred
Thousand and No/100 Dollars ($100,000.00) during any calendar year.
4. DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF.
4.1 Development of Project. Developer represents that the Project shall be
constructed in two phases as more fully described on Exhibit "B". Developer further anticipates
that the assessed value of the Project once completed will equal approximately Five Hundred and
Twenty -Five Million and No/100 Dollars ($525,000,000.00) (the "Anticipated Development
Value"). Developer estimates that Anticipated Development Value will generate approximately
Six Million Ninety Thousand and No/100 Dollars ($6,090,000.00) in Incremental TIF annually
for the Project, with such Incremental TIF anticipated to begin January 1, 2020.
Developer acknowledges and agrees that Developer shall bear the entire risk
under this Agreement if the Project is valued at less than the Anticipated Development Value
and/or is not developed within the time frame anticipated by the Developer resulting in
Incremental TIF payable by the CRA pursuant to this Agreement being less than anticipated by
Developer. Developer acknowledges and agrees that the CRA shall have no liability to
Developer if the Anticipated Development Value as estimated by Developer proves not to be
accurate for any reason and if the estimates provided by the Developer prove to be inaccurate,
same shall not relieve Developer of its obligations pursuant to this Agreement.
4.2 Development Incentive. Subject to CRA Budget Approval by the CRA
Board, City Approval and County Approval, on an annual basis in all cases, as an inducement to
the development of the Project, the CRA agrees to pay Developer a percentage of Incremental
TIF as follows:
4.2.1 Payment of Incremental TIF. On an annual basis for each calendar
year commencing after the Base Year and continuing throughout the Term of this Agreement,
subject to reduction under Section 4.2.2 and Section 4.2.3 below, the CRA shall pay to
Developer an incentive payment equal to Sixty Five Percent (65%) of the Incremental TIF (the
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439841128_v5
"Incentive Payment"). All incentive Payments shall be due and payable within thirty (30) days
of the CRA's receipt of Incremental TIF.
4.2.2 Reductions in Scope of the Project. If the square footage of the
Convention Center Component is reduced to less than 500,000 square feet of space the
percentage of the Incremental TIF utilized for calculation of the Incentive Payment shall be
reduced from Sixty -Five percent (65%) to Forty -Five percent (45%). If the square footage of the
Convention Center Component is reduced to less than 300,000 square feet, then in such event
Developer shall not be entitled to the Incentive Payment and the Incentive Payment based upon
the Incremental TIF derived from the Project shall automatically be divested and shall terminate
and be of no further force and effect, and Developer shall not be entitled to any Incremental TIF
with respect to the Project. In addition, if Phase I contains less than a 1,000 key hotel, then in
such event Developer shall not be entitled to the Incentive Payment and the Incentive Payment
based upon the Incremental TIF derived from the Project shall automatically be divested and
shall terminate and be of no further force and effect, and Developer shall not be entitled to any
Incremental TIF with respect to the Project. Loss of the Incentive Payment due to a reduction in
the scope of the Project as outlined hereinabove shall release the Developer from its duties and
obligations under this Agreement.
4.2.3 Reduction to Incentive Payment. If Substantial Completion of
Phase I is not achieved prior to January 1, 2022, then the Incentive Payment, as same may be
adjusted in accordance with Section 4.22 shall be reduced as follows: (i) by ten percent (10%) if
Substantial Completion of the Project has not occurred by January 1, 2023; (ii) by twenty percent
(20%) if Substantial Completion of Phase I has not occurred by January 1, 2023, but has
occurred on or before January 1, 2024; and (iii) by thirty percent (30%) if Substantial
Completion of Phase I shall not have occurred as of January 1, 2024, but shall have occurred on
or before January 1, 2025. If such Substantial Completion of Phase I has not occurred as of
January 1, 2025, then the Incentive Payment based upon the Incremental TIF derived from the
Project shall automatically be divested and shall terminate and be of no further force and effect,
and Developer shall not be entitled to any Incremental TIF with respect to the Project. Loss of
the Incentive Payment due to delays in Substantial Completion of Phase I shall release the
Developer from its duties and obligations under this Agreement.
4.2.4 Cap to Incentive Payments. Notwithstanding anything in this
Agreement to the contrary to total of all Incentive Payments shall not exceed Fifty Million and
No 100/Dollars ($50,000,000.00) if the CRA terminates on March 31, 2030 and if the life of the
CRA is extended to March 31, 2042 the total of all Incentive Payments shall not exceed One
Hundred Fifteen Million and No 100/Dollars ($115,000,000.00).
4.2.5 Incentive Payments After Assignment or Sale. Developer, in its
sole and absolute discretion, may assign and reassign the Incentive Payment at any time or from
time to time upon written notice given to the CRA. Any such notice of assignment shall
indicate: (i) the name of the Assignee and the Assignee's contact information, (ii) the portion of
the Incentive Payment so assigned and payable to the Assignee, (iii) the term thereof, (iv)
whether or not the Assignee shall have any right of assignment, and (v) any other terms or
provisions applicable thereto and mutually agreed to as between Developer and Assignee (the
"Assignment Notice"). Any Assignee must assume the obligation of the Assignor to utilize the
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Incentive Payment solely in accordance with the provisions of Section 4.2.6. Any assignment by
Developer of its rights to the Incentive Payment shall not release Developer of its duties and
obligations under this Agreement.
4.2.6 Limitation on Use of Incentive Payments. Incentive Payments
paid during the Tenn of this Agreement shall be used for the sole and exclusive purpose of
paying and/or reimbursing the costs of the construction and maintenance for the Convention
Center Component of the Project which is anticipated to cost approximately $300,000,000 to
design and construct, to the extent such payments are a permitted use of TIF Increment pursuant
to Chapter 163 Part III, Florida Statute.
5. SUBORDINATION OF INCENTIVE PAYMENT.
5.1 Developer acknowledges and agrees that the obligations of the CRA under
this Agreement to make Incentive Payments hereunder are junior and subordinate to the
obligations of the CRA to pay debt service with respect to any bonds now existing or hereinafter
issued by the CRA (collectively the "Bond Obligations") and junior and subordinate to the
payments to be made in connection with the grant to be made in connection with "Mama Hattie"
and the Grant Agreement, as amended, by and between the City and the CRA and with respect to
the Gibson Park (collectively, the "Grant Obligations"), which Grant Obligations are more fully
described in Exhibit "J". Under no circumstances shall the CRA be obligated to make Incentive
Payments from its general revenues or any other sources if Increment TIF is unavailable after the
CRA makes all required payments with respect to the Bond Obligations and the Grant
Obligations. To the extent no Incremental TIF or only a portion of the Incremental TIF is
available to pay the CRA's obligations under this Agreement as a result of the Bond Obligations
and the Grant Obligations, the Incentive Payments shall be reduced to the amount of Incremental
TIF available, if any, and the shortfall shall be deferred to subsequent year(s) to the extent
available. If requested by the CRA or Developer, the then recipients of the Incentive Payment
shall execute a subordination agreement confirming that this Agreement is junior and
subordinate to any Bond Obligations and Grant Obligations within ten (10) business days of
written request by the CRA.
5.2 Pledge of TIF Revenues. In the event the CRA issues additional bonds
subsequent to the Effective Date, the CRA covenants and agrees not to pledge the Incremental
TIF derived from the Project which will be payable to Developer under this Agreement as
collateral for such bonds.
5.3 Additional Agreements Regarding Use of Incremental TIF. Developer
acknowledges and agrees that nothing contained in this Agreement shall be deemed or construed
to prevent the CRA from entering into agreements similar to this Agreement (each a "TIF
Agreement") pursuant to which the CRA commits to pay such developers a portion of the
Incremental TIF generated from their project within the Redevelopment Area. Developer
acknowledges and agrees that Incremental TIF generated from other projects which are subject
to TIF Agreement(s) will not be available to make up for any shortfall under Section 5.1.
6. CHALLENGES.
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6.1 No Liability. Developer hereby forever waives and releases the CRA
from any liability whatsoever, now or hereafter arising in connection with any challenge to this
Agreement by a third party and covenant and agree not to initiate any legal proceedings against
the CRA in connection with any challenges to this Agreement (other than as a result of a default
by the CRA with respect to its obligations under this Agreement.
6.2 Duty to Defend. In the event of any challenge to this Agreement, any
party in interest, at its or their sole cost and expense, may defend any such challenge by a third
party. The CRA shall cooperate with Developer and, if necessary, participate in the defense of
such challenge provided Developer pays the cost of such defense.
7. REPRESENTATIONS OF DEVELOPER. Developer makes the following
representations to the CRA as follows:
7.1 Developer is a limited liability company, duly organized and validly
existing under the laws of its state of formation and has full power and capacity to own their
properties, to carry on their business as presently conducted, and to enter into the transactions
contemplated by this Agreement.
7.2 Developer's execution, delivery and performance of this Agreement has
been duly authorized by all necessary company actions and does not conflict with or constitute a
default under any indenture, agreement or instrument to which such entities are a party or by
which they may be bound.
7.3 This Agreement constitutes the valid and binding obligations of
Developer, enforceable against Developer in accordance with its terms, subject to bankruptcy,
insolvency and other similar laws affecting the rights of creditors generally.
8. REPRESENTATIONS OF THE CRA. The CRA makes the following
representations to Developer:
8.1 The CRA is duly organized and validly existing under the laws of the
State of Florida and has full power and capacity to own its own properties, to carry on its
business as presently conducted by the CRA, and to perform its obligations under this
Agreement.
8.2 The CRA's execution, delivery and performance of this Agreement has
been duly authorized by all necessary actions and does not conflict with or constitute a default
under any indenture, agreement or instrument to which it is a party or by which it may be bound.
8.3 This Agreement constitutes the valid and binding obligations of the CRA,
enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and
other similar laws affecting the rights of creditors generally.
9. NOTICES. All notices, demands, designations, certificates, requests, offers,
consents, approvals, appointments and other instruments given pursuant to this Agreement
(collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized
express overnight delivery service, or (c) certified or registered mail, return receipt requested and
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shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the next Business
Day, if delivered by express overnight delivery service, or (iii) if sent by certified or registered
mail, return receipt requested the day evidenced by the return receipt or the day delivery is
refused. Notices shall be provided to the parties and addresses specified below:
DEVELOPER:
P & G Investors, LLC
9090 S. Dadeland Boulevard, Ste. 210
Miami, Florida 33156
Attention: Luis Pulenta, Manager
Copy to:
CRA:
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street
Suite 2200
Miami, FL 33130
Attention: Richard E. Schatz, Esq. / Javier E. Fernandez, Esq.
Southeast Overtown/Park West
Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, FL 33136
Attention: Clarence Woods, Executive Director
Copy to:
Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, Florida 33131
Attention: William R. Bloom, Esq.
10. APPROVAL OF CRA BUDGET. Developer acknowledges that no voter
approval was obtained in connection with this Agreement and that neither the City nor the
County has approved this Agreement. In the event this Agreement is determined to be
unenforceable in whole or in part as a result of (i) the multi -year CRA commitment regarding the
Incentive Payments or (ii) the failure to obtain CRA Board Approval, City Approval and County
Approval of the CRA Budget including a line item for the Incentive Payment on an annual basis,
Developer acknowledges and agrees that the CRA shall have no liability to Developer arising
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under this Agreement. Developer acknowledges that this provision is a material inducement for
the CRA to enter into this Agreement.
11. COUNTY APPROVAL. Developer acknowledges that this Agreement has not
been submitted to the County Commission for review or approval and that the Incentive
Payments contemplated by this Agreement will be included in the annual budget (subject to CRA
Board Approval) submitted by the CRA to the City for approval and submitted by the CRA to
the County for approval, once the CRA Budget is approved by the CRA Board and City approval
is obtained. The CRA shall use commercially reasonable efforts to procure the City Approval
and the County Approval of the CRA Budget. The CRA shall have no liability to Developer in
the event that City Approval and County Approval are not obtained.
12. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of
a breach of this Agreement by the CRA, Developer (and only the Developer or any impacted
Assignee) may seek specific performance of this Agreement or bring an action at law which shall
be limited to recovery of any Incentive Payments due under the terms of this Agreement and in
no event shall Developer or any Assignee have the right to seek damages against the CRA.
13. DEFAULT BY DEVELOPER. In the event Developer breaches its duties and
obligations under this Agreement, and such failure is not cured within thirty (30) days of the
issuance of written notice of default specifying the breach, or such longer period of time, not to
exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured
within such thirty (30) day period and Developer has commenced curative action within thirty
(30) days and diligently pursues same, then for so long as such breach or default shall continue,
the CRA may pursue any remedy available at law or in equity to cause Developer to comply with
the terms of this Agreement, including specific performance.
14. ADJUSTMENT TO FOLIO NUMBERS. Developer and the CRA each
acknowledge that the current tax folio with respect to the Property may change given the
proposed Phased development of the Project. In such event, the Executive Director and
Developer shall proceed in good faith to agree as to which new folio numbers are applicable to
the Project, based upon the adjustment in such new folio numbers for the Property by the Tax
Assessor.
15. CONDITIONS SUBSEQUENT. This Agreement shall automatically terminate
and be of no further force and effect if all of the following conditions subsequent (the
"Conditions Subsequent") are not satisfied or waived by Developer on or before January 1, 2018.
(a) The City, County and the CRA have not completed all necessary action
required to extend the life of the CRA from March 31, 2030 to March 31, 2042.
(b) Final adoption of an amendment to the CRA's redevelopment plan which,
among other things, identified the Project as a priority project for receipt of TIF revenues.
(c) The City, the County and the CRA enter into an amendment to the Global
Agreement pursuant to which the City and the County waive any right they may have under the
global Agreement to be paid any of the TIF revenue generated from the Project
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16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the
creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA
and Developer. No party can create any obligations or responsibility on behalf of the others or
bind the others in any manner. Each party is acting for its own account, and it has made its own
independent decisions to enter into this Agreement and as to whether the same is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as it has deemed
necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary
for or an adviser to it in respect of this Agreement or any responsibility or obligation
contemplated herein, Developer further represent and acknowledge that no one was paid a fee,
commission, gift or other consideration by such party or such party's agent as an inducement to
entering into this Agreement.
17. AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and
obligations herein, shall be binding upon Developer and its respective successors and assigns and
run with title to the Property.
18. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the
Incentive Payment as a line item in its annual operating budget subject to CRA Board Approval,
City Approval and County Approval. CRA further covenants to use commercially reasonable
efforts to procure annual approval of its operating budget, including the Incentive Payment and
as contemplated by this Agreement, by both the City and County.
19. CONSULTANT AND PROFESSIONAL COMPENSATION. Developer has
retained consultants and professionals to assist Developer with the negotiation and execution of
this Agreement, and Developer may compensate those consultants and professionals at their
standard hourly rate for services performed, or any other method of compensation that is
considered standard and reasonable for that particular service. Notwithstanding anything to the
contrary contained herein, in no event shall Developer compensate any such consultant or
professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in
exchange for the CRA Board's approval of this Agreement.
20. PHASES. Notwithstanding anything herein to the contrary, Developer may elect
to construct the entire Project as one Phase in which event calculations pursuant to Section 3.1
shall be for the Project instead of each Phase.
21. MISCELLANEOUS.
21.1 All of the parties to this Agreement have participated fully in the
negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly
construed against any one of the parties hereto and shall be interpreted in a accordance with its
plain meaning.
21.2 In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority determines, and the remainder
of this Agreement shall be construed to be in full force and effect.
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21.3 In the event of any litigation between the parties under this Agreement, the
prevailing party shall be entitled to recover attorneys' fees and costs at trial and appellate levels.
21.4 In construing this Agreement, the singular shall be held to include the
plural, the plural shall be held to include the singular, the use of any gender shall be held to
include every other and all genders, and captions and Paragraph headings shall be disregarded.
21.5 All of the exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement.
21.6 Time shall be of the essence for each and every provision of this
Agreement.
21.7 No provision of this Agreement is intended, nor shall any be construed, as
a covenant of any official (either elected or appointed), director, employee or agent of the CRA,
in an individual capacity.
21.8 This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement
must be brought and heard in Miami -Dade County, Florida.
21.9 This Agreement shall be recorded in the Public Records of Miami -Dade
County at the sole cost and expense of Developer.
21.10 This Agreement may not be changed, altered or modified except by an
instrument in writing signed by the party against whom enforcement of such change would be
sought.
21.11 From time to time and upon written request from the Developer, the
Executive Director, on behalf of the CRA, shall execute an estoppel certificate or similar
certification, in form, scope and substance reasonably acceptable to the requesting party,
confirming Developer's compliance with the conditions set forth in this Agreement (and/or
disclosing any then failure or default).
22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and there are no other
agreements, representations or warranties other than as set forth herein. This Agreement shall be
binding upon the parties hereto and their respective successors and permitted assigns.
f SIGNATURE PAGE TO FOLLOW]
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IN WITNESS hereof the parties have executed this Agreement as of the date first above
written.
DEVELOPER:
WITNESSES: P & L Investors, LLC,
a Florida limited liability company
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
By:
Luis Pulenta, its manager
The foregoing instrument was acknowledged before me this day of
2016, by Luis Pulenta, as manager of P & L Investors, LLC, a Florida limited liability company,
on behalf of the limited liability company, who is personally known to me or has produced
as identification.
Notary Public, State of Florida at Large
Printed Name:
My Commission expires:
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CRA:
Southeast Overtown/Park West Community
Redevelopment Agency, a public agency
and body corporate created pursuant to
Section 163.356, Florida Statutes
ATTEST:
By: By:
Todd B. Hannon Clarence E. Woods, III
Clerk of the Board Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
By:
William R. Bloom
CRA Special Counsel
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JOINDER
The undersigned as the fee simple owner of the Property joins in the execution of this
Agreement and acknowledges that the Agreement constitutes a covenant running with the title to
the Property.
Witness: OLD ARENA, LLC, a Florida limited
liability company
Print Name: By:
Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
2016, by , as of Old Arena, LLC, a Florida limited
liability company, on behalf of the limited liability company, who is personally known to me or
has produced as identification.
Notary Public, State of Florida at Large
Printed Name:
My Commission expires:
#39841128_v5
Exhibit "A"
Legal Description of Property
Folio 01-3137-025-0011
SCHEDULE 1
LEGAL DESCRIPTION
Tracts A, B and C, of MIAMI ARENA SUBDIVISION, according to the Plat thereof, as recorded in
Plat Book 129, Page 53, of the Public Records of Miami -Dade County, Florida.
LESS AND EXCEPT the following described parcels of land:
Begin at the Northwest corner of said Tract C, (this also being the Southwest corner of said Tract
A); thence N 00°O1'35" W along the West One of said Tract A for 132.40 feet to a point of non -
tangent intersections intersection with the arc of a circular curve concave to the Northeast, with
said point of non -tangent intersection bearing S 78015'17" W from the center of said curve;
thence departing said West line Of Tract A, run southeasterly along the arc of said curve, having
a radius of 428.00 feet and a central angle of 17031'03" for 130.86 feet to a point of reverse
curvature with the arc of a circular curve concave to the Southwest; thence Southeasterly along
the arc of said curve, haying a radius of 532.00 feet and a central angle of 10005'09" for 93.65
feet to a point of non -tangent intersection with a Southerly line of said Tract C, with said point of
non -tangent intersection bearing N 70049'23" 5 from the center of said curve; thence S
89059'36n E (5 89059'23" W by Piat) along said Southerly line of Tract C for 84.11 feet to a
Southwesterly corner of said Tract C; thence N 00000'56" E along the West line of said Tract C
for 75.00 feet to the POINT OF BEGINNING.
AND
Commence at the Southeast comer of said Tract C, thence S 89°56'59" W along the South line of
said Tract C for 38.04 feet to the POINT OF BEGINNING of the hereinafter described parcel of
land: From said POINT OF BEGINNING, thence continue S 89°58'59" W for 11.96 feet along said
South line of Tract C to a Southwesterly corner of said Tract C; thence N 00002'14" E along a
Westerly line of said Tract C for 59.45 feet to a point of non -tangent intersection with the arc of
circular curve concave to the Southwest, with said point of non -tangent intersection bearing N
75023'19" E from the center of said curve; thence departing said Westerly line of Tract C, run
Southeasterly along the arc of said curve, having a radius or 532.00 feet and a central angle of
06°31'59" for 60.66 feet to the POINT OF BEGINNING.
#39841128_v5
Exhibit "B"
Project Description
The Hotel Component and the Convention Center Component shall be consistent with the following
Phases:
Phase I
■ Conference Center Component
■ Approximately 1,100 key hotel tower
Phase II
■ Approximately 600 key hotel tower
#39841128_v5
Exhibit "C"
Conceptual Plans
#39841128_v5
Exhibit "D"
Overtown Map
#39841128_v5
Exhibit "E"
MDC M.O.U.
#39841128_v5
MEMORANDUM OF UNDERSTANDING
AMONG
THE DISTRICT BOARD OF TRUSTEES OP MIAMI DADE COLLEGE
AND
MOM DEVELOPMENT, LLC
THIS Memorandum of Understanding (hereinafter referred to as *Mar) is entered roan on
this day of . 2015. by and between the DISTRICT BOARD OF TRUSTEES OF
MIAMI DADE COLLEGE. a State of Florida public educational institution. whose address Is 300 N.F.
«ad Avenue, Miami. Florida, (hereinafter. "MDC"). and MDM DEVELOPMENT* LLC, whose address
is 0090 S. Dadelattd Blvd., Ste. 210. Miami. Florida, (hereinafter. "MDM"). all of whom are tollectively
referred to herein as the "per++.
WITNE4S4Ti:
WHEREAS, presently. residents of the Southeast Overtov:nlOark West rfsEOPvlr'l Comntuttii
s.
Redevelopment Agency ("Mr) suffer from the hiDehesr poverty rate of all communities within the City
of Miami. Florida (' ") and the median household within SEOPW redevelopment boundary is a mere
331.250 annually or appmximately 49% of the Miami -[mac County. Florida C'Ceumtr"l median
household incomes and
WHEREAS. MDC created The Hospitality institute (the-Institut() in 2008 to connect
undrrserved Inner-city residents, particularly those within the SEOPW redevelopment area, with training
and employment opportunhi:s in the local M spitality industry: and
WHEREAS. MDC administers the Institute with crucial support from the SEOPW CRA and
community partners including: the Florida Restoration and Lodging Axsociation. Hiaml dk the Batches
Hotel Associmiun. the Orator Miami CoM:1111 m & Visitors Surest, Dress for SuoxCM. Iocal hoteliers
and businesses: and
WHEREAS. in 2013. MOC added a new Basle Culinary Shills component to the institute that. in
conjunction with the .tab Readiness Training and Itnapirallty Employment Training. has pravlded the
industry with thousrutds oftrained individuals for the local labor force, and
WHEREAS, the SEOPW CRA has e'.panded its programmatic support to the Institute to include
both motel operating suppon for the Institute and capital support to underwrite the rehabilitation former
Ebenezer Baptist Church as the new training home for the Institute: and
WHEREAS, the Coum)'s hospitality sector is currently experiencing etplosive growth in the
number of new hotel units proposed and presently under construction that will generate significam
demand for qualified hospitality employees in the local labor force: and
#39841128 v5
WHEREAS* MOM intends to develop a 1.800 room hotel and 600.000 sq. A. exposition center
complex on the former site of the old Miami Arena. located at 700 h. Miami Avenue. Miami. FL (the
"MDM Pr ecr). which alone will generate demand for 1.300 lbii•time. employees when fldiy
operational; and
WHEREAS. meeting the anticipated demand far qualified Iebor by MDM Prgject and other
proposed project within the County will require a coordinated Won between academk the public sector.
and private employers: and
WHEREAS. MDM and MDC wish to collaborate to support MDM'ti labor needs. and that of
outer hotel project sponsors in the forthcoming, years,
NOW THEREFORE, in consideration of the mutual terms. conditions, promises. and covenants
hereinafter set forth. MDC and MDM agree as fellows:
I. RECITALS
The recitals set forth hereinabove shall be incorporated an if fully set forth below.
N. PURPOSE
The purpose of this MOU is to !establish an r. mcmem among the above�mentioned rertthles. MDC and
MOM. concerning their respective mews and responsibilities for the delivery of job readiness, hoaphality
and culinary training; to the South Florida community. s►kh mi culoitasis on prioritizing training
opportunities for residents of specified alp codes with high poverty rates as identified by the SEOPW
CRA (the'Tereetal Zip Cadcxs').
III. INTRODUCTION
in response to the inerresing needs of South Florida hospitality business and workforce. MDM has
entered Into this MOU with MDC for the purpose of providing job reading, ho spitalhy and culinary
training, to individuals residing in the i'argctcd lip Corks located within the redevelopment area. City.
end County. which programs will be delivered h) MIX and financed. In part. uith contributions from
MDM.
IV. SCOPE OP WORK
MDM and MDC. agree to provide in accordance with Exhibit 'IL", Serape of Work. attached hereto and
incorporated herein by reference hereto as if fully stet forth herein. Any modifications to the Scope of
Work shall only be valid when they have been reduced to %Tlting. duly approved and signed by an
authorized official of all the Parties.
#39841128 v5
V. PERIOD OF PERFORMANCE
The term of this MOU shall commence altar the execution adds Agreement by eaeh of the Parties and
shall expire upon the expiration of the life efthe SEOPW CRA. but in no even? later then March 31, 2042
(the " "). unless earlier termitexed as provided for hereinafter.
Pertbrmance or the roles and respmtclhilitius to be provided in accordance with F+chibh A. Scope of
Work. shall commence upon receipt of a lump sum grant in the amount of One Hundred Thousand
Dollars (S100.000.00) payable to the Miami Dada College Foundation from MM.
MDC's Continued performance of the roles and responsibilities to be provided in accordance with Exhibit
"A". Scope of Work. shall be contingent on the hileml Dade College Foundation's annual receipt of
annual installment grant from MDM in an amount consistent with its training nee& during the term of its
Agreement and sufficient to supplement fending for such training presided by other sources. es further
delineated in Exhibit A,
YI. CONFIDENTIALITY
To the extent allowed by federal and Florida law. the Parties to this MOU agree to:
A. Keep confidential. and not open to esamination for any purpose not directly coin cted with the
delivery of such services. individual records of all nppliranta relating to :services provided under
this MOU. including eligibility for services, enrollment. and reform'.
B. Retbain from publishing. dbelneing or using. or permitting or causing to be published. disclosed
or used, any confidential Information pertaining to applicants. participant'. nr customers overall.
C. Abide by the cu anti confldentlality and public records provisions of the applicable federal and
state steam and regulations and shall „hare information nary for the administration of the
Pram. To the extent permitted by law. the Parties therefore agree to share client information
necessary for provisions of services ii.e.. assetsmcnts universal intake: program nr training
referral; job development or placement activities. and other se; ►icy as needed for employment or
program support purposes).
D. Although the parties agree to exchange confidential information in accordance with applicable
law and to the extent noecstery to eon* the goals of this MOI.". the Parties also agree to obtain
individual authorizations from the applicants and program participants specifically authorizing
the release of educational records to the Parties, agents or subcontractors.
VIIi, INDEMNIFICATION
A. MDC shell indemnify, defend. and hold herntitas MDM and its respective offices, employees.
agents. servants. agencies and instrumentalities floor any and all liability. losses or damages.
3
#39841128_v5
including attorne •'s fees and casts of defense, MDM and its respective officers. employees.
agents. servants. agencies or instrumentalities may incur as a result of any and all claims.
deman& suits, causes olfaction or proceedings ofen2. kind or nature arising out of, relating to or
resulting from the performance of this Agrnme nt by the MDC nr the MDC's trustees. officers.
employees, agents, servants. partners. principals or subcontractors. MDC shall pay all claims
and losses of any kind in crnmection thcrcwhh and shall investigate and defend all claim. suite or
actions of any kind or nature in the name of MOM. %here applicable, including appellate
proceedings, and shall put} all costs. judgments. and attomey's foes that may issue thereon.
Provided, however. this indemnification shall only be to the extent and within the provisions,
limits and limitations of Section 768.2B. Florida Statutes, as may be amended.
B. MDM shall indemnity, defend. and hold harmless MDC and its respective trustaai. otiicera.
ampIoyees, agents. servants. agenda and In trt:mentalities from any and all liability. losses or
damages, including attamcy's lbes and costs of defense, thich MDC and its respective officers,
employees. agents, servants, agencies or instrumentalities may incur as a result of any and all
claims. demands. suits, n,attses of action or proce odinp of any kind nr nature arising out of.
relating to or resulting from the performance of this Agreetreem by MOM or MDM's officers.
employees. agents. servems. partners. principals or subcontractors. MOM shall pay all claims
and losses ofany kind in connection them lull and shell investigate and defend all claims. wits or
actions of any kind or nature in the name of MDC and MIN. here applicable. including
appellate proceedings. and shall pay all costs, judgments. and attontey's fees that may Issue
thereon.
TERMINATION
This MOLT may he terminated without Cause by any party hereto upon providing one hundred and twenty
(I20) days' prior written notice to the other Parties.
X. NOTICE
It is understood and agreed among the parties that written notice shall he mailed or delivered to the
addresses set forth helot and shall ennstkme sufficient written notice. The Parties designate the
following:
For MDC:
Dr. Josd A. Vicente President
Miarni Dade College. Wolfson Campus
300 N.E. 2't Avenue
Miami. FL 33132.22{14
For MDM: Luis Pulenia Managing .Member
MDM Development. LLC
9090 S. Dadeland Blvd.. Ste. 210
Mecum. FL 331 Sd
4
#39841128_v5
XI. AMENDMENTS
Any alterations, amendments, variations, modifications. cxtcmcions or waivers of provisions of this MOU
shalt only be valid when they have been reduced to writing. dub approved and signed by all Parties
hereto.
XIL AGTQNOMY
MDC and MDM agree that ihia MOU does not create or recognize any pannershlp. joint venture, or any
other kind of orpnntz*tiornal relationship other than herein set forth among the Parties harvta All Parties
hereto ncknow ledge the independence and autonomy (Wail Parties hereto. All Parties hereto remain. at all
limes. independent cuntractors. and not partners. under state law. The same provisions apply to each
Parties employees and officials who are Independent contractors as to each other. and no employee or
oMclal party is entitled to worker's compensation. pension. disability, or any other benefit or stipend
from any other Party to this Agreement.
XIII. PRIOR AGREEMENTS
This document incorporates and includes all prior negotiations. correspondence. conversations.
agreements. and understandings applicable to the matter contained herein and the Pantos wee that mere
are rto commitments, agreements or understandings concerning the subject matter of this Agreement that
are not contained in this document. Accordingly. the Putties agrft that no deviation from the terms
hereof shall be predicated upon any print representations or agreements. whether oral or written.
XIV. GRIEVANCP. PROCEDURES
The Parties agree to comply with any applicable grievance procedure as may be required by state and
federal law. Venue for any legal proceeding shall be Miami -Dade County. Florida.
XV. CERTIFICATION
By signing this MOU. the Partin herein ace that the provisions contained herein are subject to all
applicable. federal. State of Florida and Kai laws. regulations and guidelines relating to but not limited
to. nondiscrimination, equal opportunity, displacement. privacy rights of participants. and maintenance of
records and other confidential information.
ISIONA T URE PAGE TO FOLLOW]
5
#39841128_v5
IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED THIS
MEMORANDUM OF GNDP RSTANDING BY THE REPRESENTATIVES HERETO WIIO ARE
FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE
RESPECTIVE PARTIES HERETO:
MDM DEVELOPMENT, LLC
BY: /4104/1,5
Luis Pulerna Date
Managing Member
DISTRICT BOARD OF TRUSTEES OF MIAMI DADE COLLEGE
BY:
iedb,
Dr. Jos# A. Vicente Date
Presidern, Wolfson Campus
6
#39841128rnv5
EXHIBIT "A" SCOPE OF WORK
1 he purpose of this MOU is to establish an ngreetnem among the ahovo-mentinned entities, MDC and
MOM. concerning their respective toles and responsibilities for the delivery of job readiness. hospitality
and culinary trainings to the South Florida community. with an emphasis on prioritizing training
opportunities for residents of specified zip codes with high poverty rates as identified by the SEOPW
CRA (the -Tweeted Zip Codes-1,
L ROLES AND RESP'ONSIBILIITI
A, MDC will:
In consultation with MDM. reline curriculum for misting job readiness, hospitalit and
Culinary trainingt of the institute to meet MDM Project Tabor needs and that of other
hotel projects within the Count.
• Deliver training' in .such intervals as necessary to support an adequate supply of labor to
meet the project needs of the MDM Project and other hood projects within the County.
▪ In conjunction with MDM. recruit panielpant` into the Job readiness. hosphality and
culinary trainings.
• Provide program participants who have succes»fusty completed a Hospitality Institute
training with a Miami Dade College Ce+tificat, of Completion and/or an industry -
recognized certificate (upon achieving a passing grade on the examination).
• Work wIth MDM to cl,ign a donor development strategy to solicit funds from oltter
private parties within the Indust* and public partners to suppon the o .golog operations
of the Institute.
• Promote the collaboration with MDM.
S. MOM will:
• Promote the collaboration with MDC
• Coordinate with MDC to design a donor development strafe* to solicit ftntds from other
private parties within the induce to support the on -going operations of the Itutitute.
• On behalf of MDC" s Ei ipltallt) Institute. solicit funds from other private operators
within the industry to solicit support the on -going operations or the Institute.
7
#34841128_v5
• Consult with MDC to refine curriculum of the existing job readiness. hospitality and
culinary pro wnms of the Institute to meet MDM Project labor needs and that of other
bagel projects within the County.
• Assist with recruitment of participants into the job readiness, hmpitality and culinary
trainings delivered by the institute,
• Pmvide the Miami Dade College Foundation with an initial (amp sum grant in the
amount of One Hundred Thousand Drillers ($109.000.01 upon a SEOPW CRA
agreement and the earlier of n vertical eonsttuetion permit for the Project or a Ptojcct
construction loan with the ability to draw on its bands for the Lump sum payment.
• In addition MDM shall pmvid, annual installment Franc assistance in an amount
consistent with its training newts and sun i. ient to supplement finding provided by other
sources.
• Annual installment grant assistance amounts shall be determined annually no later than
ninety days (90) pritu to the anniversary date of the executi011 of this MOU for the
following calendar year.
• Annual installment gram assistance amounts shall by determined through a collaborative
pry between MDM and MDC with the ,goal of ensuring the Institute has sufficient
lintt:lin t to deliver the number trnitnings neeeasary to support sn fidequate supply of labor
to met the project needs of the MINA Project and enhor hotel projects within the County.
• Annual inatallmern grant assivance amounts shall be payable to Minn Dade College
Foundation by MDM on or before slaty (60) days prior to the annlveeaary date of the
execution of this MOU.
1139841128 v5
Exhibit "F"
CareerSource M.O.U.
#3984I128 v5
MEMORANDUM OF UNDERSTANDING
BETWEEN
SOUTH FLORIDA WORKFORCE INVESTMENT BOARD
AND
MDM DEVELOPMENT, LLC
This Memorandum of Understanding (hereinafter "MOU" or "Agreement") is made and entered Into by and
between the South Florida Workforce Investment Board (hereinafter the "SFWIB") and the MDM Development,
LLC (hereinafter referred to as the "MDM" or "Developer").
W1TNESSETH:
WHEREAS, the SFWIB provides workforce development services in Region 23 of the State of Florida,
which is comprised of Miami -Dade and Monroe Counties, and
WHEREAS, the SFWIB is responsible for the implementation of the Workforce Innovation and
Opportunity Act (WIOA) in Region 23 of the State of Florida and to effectuate programs directly benefiting job
seekers and members of the local business community, and
WHEREAS, the SFWIB's delivery of services is enhanced by collaboration and through the integration of
available resources, coordination of services through effective partnerships, formal and informal; with the business
community. and sharing of information and referrals that may lead to successful employment and self-sufficiency
for clients, and
WHEREAS, the MDM is a for -profit, Florida company that develops and manages commercial, retail,
hotel and residential properties, with a particular focus on mixed -use development in locations situated near major
mass transportation, and
WHEREAS, the MDM desires that the SFWIB be the Workforce Recruitment/Referral and Development
Organization, which provides employment, recruitment/referral services, development (training) and employability
skills training for the Marriott Marquis Hotel & Exposition Center at Miami World Center (the "Protect") and
other MDM properties, and
WHEREAS, the MDM desires to employ staff for the Project and other MDM's properties resident in
certain targeted communities within the City of Miami ("City") and across Miami -Dade County ("County") that
suffer from high unemployment,
NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants
hereinafter set forth, the SFWIB and the MDM agree as follows:
I. INTRODUCTION
In response to the increasing needs of South Florida businesses, the SFWIB, in partnership with the MDM, is
launching a virtual specialized recruitment service that will be delivered through a customized web portal. The
objective is to establish a pool of qualified candidates to meet Project, Developer, and industry demand.
II. PURPOSE
The purpose of this MOU is to establish an Agreement between the SFWIB and the MDM to define and delineate
their respective roles and responsibilities for implementation of a job registry and referral wcbsite for the delivery
of recruitment services to fill job order requests related to the Project and other MDM projects and properties. The
Page 1 of PY'l5-i6
#39841128 v5
parties to this Agreement shall coordinate and perform the activities and services described herein within the scope
of applicable law governing their respective programs, services, and agencies.
III. SCOPE OF WORK
The SFWIB and the MDM agree to provide services in accordance with Exhibit A, Scope of Work, attached
hereto and incorporated by reference as if fully set forth herein. Methods for referring candidates to MDM projects
for the appropriate job openings are set forth in the Scope of Work. Any modifications to the Scope of Work shall
only be valid when they have been reduced to writing, duly approved and signed by both parties hereto.
IV, PERIOD OF PERFORMANCE
The term of this MOU shall commence upon September 1, 2015 and terminate at the close of business on
December 31, 2018, unless otherwise terminated in accordance with the terms set forth herein below.
V, NON-DISCRIMINATION AND EQUAL OPPORTUNITY
The MDM assures that it will comply fully with the nondiscrimination and equal opportunity provisions of the following
laws:
A. Section 188 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination
against all individuals in the United States on the basis of race, color, religion, sex gender identity, gender
expression or sex stereotyping (except as otherwise permitted under title IV of the Education Amendments
of 1972), national origin, age, disability, political affiliation or belief, and against beneficiaries on the basis
of either citizenship/status as a lawfully admitted immigrant authorized to work in the United States or
participation in any WIOA Title 1- financially assisted program or activity;
B. Title VI of the Civil Rights Act of 1964 (42 U.S.0 2000d et seq.), as amended, which prohibits
discrimination against qualified individuals on the basis of race, color and national origin;
C. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended, which prohibits discrimination
against qualified individuals with disabilities;
D. Title IX of the Education Amendments of 1972 (20 U.S.C. 1681 et seq.), as amended, which prohibits
discrimination on the basis of sex in educational programs;
E. The Age Discrimination Act of 1975 (42 U.S.C. 6101), as amended, which prohibits discrimination on the
basis of age;
F. Section 654 of the Omnibus Budget Reconciliation Act of 1981 (42 U,S.C, 9849), as amended, which
prohibits discrimination on the basis of race, creed, color, national origin, sex, handicap, political affiliation
or beliefs;
G. The Americans with Disabilities Act of 1990, (42 U.S.C. 12101 et seq.), as amended, which prohibits
discrimination by public and private entities on the basis of disability in employment, public
accommodations, transportation, state and local government services and telecommunications;
H. Executive Order (EO) No. 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Pan,
1964-1965 Comp., p. 339), as amended by EO No. 11375, "Amending Executive Order 11246 Relating to
Equal Employment Opportunity," and as supplemented by regulations at 41CFR Part 60, "Office of
Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor"; and in
Department of Labor regulation 29 CFR Parts 33 and 37 as well as 45 CFR Part 80; and Part 92, if
applicable;
Page2of8 PY'15-16
439841128_v5
I. Equal Employment Opportunity in Apprenticeship and Training (29 CFR Part 30); and
J. Chapter 11A of the Code of Miami -Dade County. Florida, which prohibits discrimination in employment
and places of public accommodations on the basis of race, color, religion, ancestry, national origin, sex,
pregnancy, age, disability, marital status, familial status, actual or perceived status as a victim of domestic
violence, dating violence and stalking, gender identity, gender expression, or sexual orientation.
The MDM also assures that the MDM will comply with 29 CFR Part 37 and all other regulations implementing the laws
listed above. The MDM understands the United States has the right to seek judicial enforcement of this assurance,
VI. IMMIGRATION REFORM AND CONTROL ACT
The MDM shall comply with the requirements of the Immigration Reform and Control Act of 1986, which requires
employment verification and retention of verification forms for any individuals hired who will perform any services
under this MOU.
VII. CONFIDENTIALITY
A. The MDM shall maintain the confidentiality of any information regarding program participants that
identifies or may be used to identify program participants and which may be obtained through proposal
forms, interviews, tests, reports from public agencies or counselors, or any other source. The MDM shall
not divulge such information without the written permission of the participant, or participant's custodial
parent or guardian when authorized by law, if applicable, except that such information which is necessary,
as determined by the SFWIB, for purposes related to the performance or evaluation of the MOU may be
divulged to the SFWIB or such other persons as the SFWIB may designate who have responsibilities for
monitoring or evaluating the services and performances under the MOU, or to governmental authorities to
the extent necessary for the proper administration of the law and the provision of services,
13. All release of information shall be in accordance with applicable federal and state laws as well as the
policies and procedures of the SFWIB, No release of information by the MDM, if such release is required
by federal or state law, shall be construed as a breach of this MOU.
C. The MDM shall provide a completed Confidentiality Agreement, Exhibit B.
D. A universal Release of Information Form, Exhibit C, attached hereto and incorporated by reference as if
fully set forth herein for use within the CareerSource center system, shall be used.
VI II. INDEMNIFICATION
A. The MDM shall indemnify and hold harmless SFWIB, its officers. employees, agents, servants, agencies
and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of
defense, which SFWIH and its officers, employees, agents, servants, agencies or instrumentalities may
incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or
nature arising out of, relating to or resulting from the performance of this Agreement by the MOM or the
MDM's officers, employees, agents, or servants. The MDM shall pay all claims and losses of any kind in
connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in
the name of the SFWIB, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may issue thereon. Provided, however, this indemnification shall
only be to the extent and within the limitations of section 768.28 Florida Statutes, subject to the provisions
of that statute whereby the MDM shall not be held liable to pay a personal injury or property damage
claim or judgment by any one person which exceeds the sum of S200,000, or any claim or judgment or
portions thereof, which, when totaled with all other claims or judgments paid by the MDM arising out of
the same incident or occurrence which exceeds the sum of S300,000 from any and all personal injury or
Page 3 of 8 PY'15-16
#39841128_v5
property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence
of the MDM or the MDM's officers, employees, or servants.
13. The SFWIB shall indemnify and hold harmless the MDM, its officers, employees, agents, servants,
agencies and instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which MDM and its officers, employees, agents, servants, agencies or instrumentalities
may Incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or
nature arising but of, relating to or resulting from the performance of this Agreement by SFWIB or
SFWIB's officers, employees, agents, or servants. SFWIB shall pay all claims and losses of any kind in
connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in
the name of the MDM, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorny's fees which may issue thereon. Provided, however, this indemnification shall
only be to the extent and within the limitations of section 768.28 Florida Statutes, subject to the provisions
of that statute whereby the SFWIB shall not be held liable to pay a personal injury or property damage
claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment or
portions thereof, which, when totaled with all other claims or judgments paid by SFWIB arising out of the
same incident or occurrence which exceeds the sum of S300,000 from any and all personal injury or
property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence
of SFWIB or SFWIB's officers, employees, or servants.
C. Term of Indemnification The provisions of this indemnification shall survive the expiration of this
Agreement and shall terminate upon the expiration of the applicable statute of limitation.
IX. TERMINATION
This MOU may be terrninated without cause by either party hereto upon providing thirty (30) days prior written notice to
the other party.
X. NOTICE
It is understood and agreed between the parties that written notice shall be mailed or delivered to the addresses set forth
below and shall constitute sufficient written notice. The parties designate the following:
For South Florida Workforce Investment Board:
Rick Beasley, Executive Director
South Florida Workforce Investment Board
Airport Corporate Center
7300 Corporate Center Drive, Suite 500
Miami, Florida 33126.1234
For MDM Development, LLC:
Luis Pulenta, Managing Member
MDM Development, LLC
9090 S. Dadeland Blvd„ Ste. 210
Miami, Florida 33156
X1. AMENDMENTS
Any alterations, amendments, variations, modifications, extensions or waivers of provisions of this MOU shall only be
valid when they have been reduced to writing, duly approved and signed by both parties hereto.
XII. AUTONOMY
The SFWIB and MDM agree that this MOU does not create or recognize any partnership, joint venture, or any other
kind of organizational relationship other than herein set forth between the parties hereto. Both parties hereto
Page 4 of 8 PY'15-16
439841128 v5
acknowledge the independence and autonomy of the other party hereto. Both parties hereto remain, at all times,
independent contractors, and not partners, under state law. It is expressly understood, agreed and intended that the
MOM is not a partner, joint venture participant, agency or instrumentality of any kind of the SFWIB. Furthermore, the
MDM's officers, agents, servants, employees, contractors and subcontractors are not officers, agents, servants or
employees of the SEW IB or any of its agencies or instrumentalities.
XIII. PRIOR AGREEMENTS
This document and the Exhibits specified below incorporate and include all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there
are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document and its Exhibits. Accordingly, the parties agree that no deviation from the terms hereof shall
be predicated upon any prior representations or agreements, whether oral or written.
The following is a List of Exhibits that arc incorporated Into this Agreement;
Tyne Letter Description
Exhibit A Scope of Work
Exhibit B Confidentiality Agreement
Exhibit C Authorization to Release Confidential Information
XIV. GRIEVANCE PROCEDURES
The MDM agrees to comply with all applicable Grievance and Complaint Procedures of the SFWIB and as required by
State and federal law.
XV. ASSOCIATION OF COMMUNITY ORGANIZATIONS FOR REFORM NOW (ACORN) FUNDING
RESTRICTIONS ASSURANCE (PUB. L. 111-117)
As a condition of thls Agreement, the MDM assures that it will comply fully with the federal funding restrictions
pertaining to ACORN and its subsidiaries per the Consolidated Appropriations Act, 2010, Division E, Section 511 (Pub.
L. 111-117). The Continuing Appropriation Act, 2011, Section 101 and 103 (Pub. L. 111-242), provides that
appropriations made under Pub. L. 111-117 are available under the conditions provided by Pub. L. 111-117.
XVI. COMPLIANCE WITH SECTION 6002 OF THE SOLID WASTE DISPOSAL ACT, AS AMENDED BY
THE RESOURCE CONSERVATION AND RECOVERY ACT FOR THE PROCUREMENT OF
RECOVERED MATERIALS
The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection
Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a
manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines. The City shall comply with Section 6002 of the
Solid Waste Disposal Act, as amended by the RCRA.
XVII. EQUAL TREATMENT FOR FAITH -BASED ORGANIZATIONS
Equal Treatment For Faith Based Organizations. 45 CFR 87 prohibits any state or local government receiving funds
under any Department program, or any intermediate organization with the same duties as a governmental entity, from
discriminating for or against an organization on the basis of the organization's religious character or affiliation.
Eqnal Treatment For Faith Based Organizations. 45 CFR 87 prohibits religious urganizeggas from engaging in
inherently religious activities, such es worship, religious instruction, or proselytization, as part of the programs or
services funded with direct financial assistance.
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#39841128_v5
Euual Treatment For Faith Based Organizations. 45 CFR 87 prohibits an organization that participates in programs
funded by direct financial assistance from the Department, in providing services, from discriminating against a program
beneficiary or prospective program beneficiary on the basis of religion or religious belief.
XVIII. ENVIRONMENTAL TOBACCO SMOKE
In accordance with Part C of P.L. 103-227, the "Pro -Children Act of 1994", smoking is prohibited in any portion of any
indoor facility owned or leased or contracted by an entity and used regularly for the provision of health, day care,
education, or library services to children under the age of 18, if the services are funded by federal programs whether
directly or through state or local governments. Federal programs include grants, cooperative agreements, loans, and loan
guarantees, and contracts. The law does not apply to children's services provided in private residences, facilities funded
solely by Medicare or Medicaid hinds, and portions of facilities used for inpatient drug and alcohol treatment.
XIX. PUBLIC ANNOUNCEMENTS AND ADVERTISING
When issuing statements, press releases, requests for proposals,: bid solicitations and other documents describing projects
or programs funded in whole or in part with federal funds, the MDM shall clearly state (1) the percentage of the total
costs of the program or project which will be financed with federal funds, (2) the dollar amount of federal funds for the
project or program, and (3) percentage and dollar amount of the total costs of the project or program that will be financed
by nongovernmental sources.
XX. UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT
REQUIREMENTS FOR FEDERAL AWARDS
The MOM shall comply with 2 CFR Chapter 1I, Part 200 Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards (superseded OMB Circulars A-21, A-87, A-89, A•102, A-110, A-122, A-133 —
see, 78 FR 78590.01 (Dec. 26, 2013)).
XXI. CODES OF CONDUCT
The MDM shall maintain written standards of conduct governing the performance of its employees engaged in the award
and administration of contracts. No employee, officer, or agent shall participate in the selection, award, or administration
of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict
would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an
organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in
the firm selected for an award. The officers, employees, and agents of the recipient shall neither solicit nor accept
gratuities, favors, or anything of monetary value from contractors, or parties to sub -agreements. However, the MDM
may set standards for situations in which the financial Interest is not substantial or the gift is an unsolicited item of
nominal value. The standards of conduct shall provide for disciplinary actions to be applied for violations of such
standards by officers, employees, or agents of the MDM.
XXII. GOVERNMENT -WIDE REQUIREMENTS FOR DRUG -FREE WORKPLACE
The MDM must comply with drug -free workplace requirements in Subpart B (or Subpart C, if the recipient is an
individual) of 29 CFR part 94.
XXIII. VETERAN'S PRIORITY PROVISIONS
Federal grants for qualified job training programs funded, in whole or in part, by the U.S. Department of Labor are
subject to the provisions of the ''Jobs for Veterans Act" (JVA), P.L. 107-288. The JVA provides priority of services to
veterans and spouses of certain veterans for the receipt of employment, training, and placement services. To obtain
priority service, a person must meet the program's eligibility requirements. 20 CFR Part 1010 provides general guidance
on the scope of the veterans' priority statute.
Page G of 8 PY' 15.16
#39841128 v5
XXIV. INTERGOVERNMENTAL PERSONNEL ACT
The MDM shall comply with the requirements of the Intergovernmental Personnel Act (42 U.S.C. Chapter 62 Sec.
§4701).
XXV. ADMINISTRATIVE PROVISIONS UNDER TITLE 1 OF THE WORKFORCE INNOVATION AND
OPPORTUNITY ACT ADMINISTRATIVE RULES, COSTS AND LIMITATIONS
The MDM shall comply with the requirements of the Administrative Provisions under Title 1 of the Workforce
Innovation and Opportunity Act Administrative Rules, Costs and Limitations (20 CFR Part 683, Subpart B).
XXVI. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. 3701-3708)
Where applicable, all contracts awarded by the non-federal entity in excess of S 100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by
Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to
compute the wages of every mechanic and laborer on the basis of a standard work week of 40-hours. Work in excess of
the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half
times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C.
3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in
surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not
apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for
transportation or transmission of intelligence.
XXVII. CERTIFICATION
By signing this Agreement, both parties hereto agree that the provisions contained herein are subject to all applicable,
Federal, State and local laws, regulations and guidelines relating to nondiscrimination. equal opportunity, displacement,
privacy rights of participants, and maintenance of records and other confidential information relating to participants.
INTENTIONALLY LEFT BLANK
Page7of8 PY'I5-I6
#39841128_v5
IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED BELOW THE
SIGNATURES OF THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO WHO ARE
FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE
RESPECTIVE PARTIES HERETO:
AGREEMENT NUMBER: MOU-SP-PY'I5-04-0O
BY:
BY:
MDM DEVELOPMENT, LLC
Luis Puienta
Managing Member
MDM Development, LLC
Date
SOUTH FLORIDA WORKFORCE INVESTMENT BOARD
Rick Beasley
Executive Director
South Florida Workforce Investment Board
Date
Page 8ofB PY'15-I6
#39841128_v5
Exhibit A
PY' 2014-15
SCOPE OF WORK
I. The collaboration between the South Florida Workforce Investment Board ("SFWIB") and the MDM
Development, LLC ("MDM") is to create a partnership whereby a customized First Source webshe will be
designed and maintained for the delivery of specialized recruitment, training and referral services for the
Mariott Marquis Hotel & Exposition Center at Miami World Center (the "Project") and other MDM
projects and properties.
II, Roles and Responsibilities:
A. The SFWIB shall:
• Assign a point of contact to serve as liaison between the SFWIB and the MDM.
• Act as the designated Workforce Development, Recruitment/Referral Organization ("WDRO") to
accomplish MDM's objective of establishing a pool of qualified skilled and unskilled labor to meet
industry demands within the scope and limits as designated by MDM.
• Provide a link from the SFWIB's webpage to a First Source customized application (web portal)
for MOM and its projects, business/tenants, contractors and subcontractors.
• Provide MDM with real-time online access to Project's contractors, sub -contractors, and
business/tenants status reports via the web portal. Reports shall include, at a minimum, the number
of registered business/tenants, contractors, sub -contractor, and job seekers; number of candidate
resumes and referrals submitted; number of hires; and workforce participation.
• Market the newly created partnership and promote job creation efforts that result front the
partnership as defined by the SFWIB and the MDM.
• Provide MDM, and its business/tenants, contractors, and subcontractors with resumes of qualified
candidates obtained through the web portal.
• Seek to ensure that the SFWIB's CareerSource centers:
> Assess job seekers to determine level of skills and training;
• Determine whether candidates meet the requirements of the MDM and its business/tenants,
contractors, and subcontractors prior to referral; and
D Refer candidates that have requisite skills required by the MDM and its business/tenants,
contractors, and subcontractors.
• Provide outreach to the job seeker community utilizing various recruittent methods, which
outreach methods shall be coordinated and, where possible, jointly undertaken with MDM.
• Seek to ensure that the SFWIB's CareerSource centers:
• Recruit and refer qualified residents from the following areas in accordance with the
following priorities:
1. First, to City residents living within the Southeast Overtown/Park West CRA
("CRA") Redevelopment Area;
11. Second. to City residents living within the boundaries of the Overtown community,
which encompasses part of zip code 33136;
ill. Third, to City residents within zip codes 33127, 33128, 33130, 33136, 33125.
33135, 33150 and the West Coconut Grove ("City Targeted Zip Codes");
iv. Fourth, to City residents residing outside the CRA Targeted Zip Codes;
Page 1 of 3
#39841128_v5
Exhibit A
v. Fifth, to County residents of zip codes 33010, 33030, 33034, 33054, and 33161
(the "County Targeted Zip Codes"); and
vi. Sixth, to residents in the County residing outside of the County Targeted Zip
Codes.
D Utilize existing database of job seekers;
D Market new job opportunities to residents; and
Utilize CareerSource centers closest to the job seekers to register and recruit qualified
residents interested in jobs to create a pool of candidates.
• Provide recruitment and training assistance, through the SFWIB's CareerSource centers, to MDM
and Its business/tenants, contractors and subcontractors in the.
• Make available hiring incentives, as appropriate, to MDM and its business/tenants, contractors and
subcontractors. The SFWIB and its CareerSource centers shall facilitate and guide businesses in
the completion of applications, agreements, and forms.
B. The MDM shall:
• Designate the SFWIB as the Workforce Development Recruitment/Referral Organization
("WDRO") to accomplish the First Source objective of establishing a pool of qualified skilled and
unskilled labor to meet industry demands within the County in accordance with the above priority
communities.
• Include First Source requirement in applicable bid and contract documents.
• Provide the SFWIB with a detailed outline and content for the development of the web portal and
other marketing collateral as needed,
• Work with the SFWIB's point of contact to facilitate the web portal, marketing materials and
events related to the Project as needed.
• Market the newly created partnership and promote job creation efforts that result from the
partnership as defined by the SFWIB and the MDM,
• Assist in securing a venue(s) for outreach to the business community via the SFW]B's Business
Roundtable events.
• Provide a date, time, and location to launch the Project recruitment kickoff information session.
The web portal address and centers locations will be disseminated at that lime. The information
session will detail how to apply for jobs and training assistance with MDM and its contractors and
subcontractors.
• Provide outreach to job seekers within the targeted communities utilizing various recruitment
methods.
• Provide a detailed list of job openings with descriptions related to the Project and MDM's projects
via the customized web portal. The job request form shall include specifics such as (a) the number
of individuals to be hired, (b) position titles needed, (c) skills needed for the job, and (d) any other
pertinent information required.
• Review all resumes of candidates provided by the SFWII3 for job opportunities posted via the web
portal.
• Notify and refer the Prrojeet's prospective and awarded business/tenants, contractors and
subcontractors of the customized web portal and registration requirements. Assist in facilitating
meetings with said businesses, contractors and subcontractors.
• Provide a detailed list of job openings with descriptions related to the Project via the MDM
customized web portal and registration requirements. The job request form shall include specifics
Page 2 of 3
#39841128_v5
Exhibit A
such as (a) the number of individuals to be hired, (b) position titles needed, (c) skills needed for the
job, and (d) any other pertinent information required.
• Ensure MDM's business/tenants, contractors and subcontractors provide a detailed list of jnb
openings with descriptions related to the Project via the web portal. The job request form shall
include specifics such as (a) the number of individuals to be hired, (b) positions needed, (c) skills
needed for the job, and (d) any other pertinent information required.
• Provide Information to the SFWIB regarding prospective business owners who are interested In
opening or have opened a business as part of the Project, which should include at a minimum:
i Company Name and Address
> Company Contact and lnformation
• Provide the SFWIB with the MDM's business/tenants, contractor and subcontractor details, which
should include at a minirnuni:
> Company Name and Address
• Company Contact and Information
➢ Contract Information
➢ Award Amount
• Be responsible for preparing and providing the CRA detailed reports with the results of the
workforce participation on various phases of the Project. Reports may be obtained via the
customized web portal. Reports shall include, but are not limited to, an analysis of the
effectiveness of the Project(s) during each reporting period.
• Consider eliminating questions regarding criminal history from their employment application and
to not consider such criminal history prior to a conditional offer of employment,
• Encourage potential employers occupying and doing business at the Project to eliminate questions
regarding criminal history from their employment application and to not consider such criminal
history prior to a conditional offer of employment.
Page 3 of 3
439841128_v5
Exhibit "G"
MDCPS M.O.U.
#39841128_v5
MEMORANDUM November 10,2015
TO: Dr. Maria P. de Armes, Assistant Superintendent
Division of Academics
FROM: Cristian Carranza, Administrative Director
Division of Academics
Department of Mathematics and Science
SUBJECT: REQUEST FOR AUTHORIZED SIGNATURES
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA
AND
MOM Development, LLC
APPROVED FOR PROCESSING:
Risk Mane ement Dale
Assistant Superintendent Date
CC:mf
School B
Date
tit(
Atta ey to
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10 Officer Date
Superintendent-- ate
TabIha 1110
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#139841128_v5
MEMORANDUM OF UNDERSTANDING BY AND BETWEEN
TIIE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA AND
MDM DEVELOPMENT, LLC
THIS MEMORANDUM OF UNDERSTANDING ("Agreement") is entered into this
r 2015, by and between MDM Development, LLC ("MDM") and The School Board
of Mianti-Dade County, Florida ("M-DCC"), a political subdivision of the State of Florida.
J ECITALS
WHEREAS, MDM has proposed to construction of 600,000 sq. ft. conference center & 1,800-
room hotel in downtown Miami (the "Project"); and
WHEREAS, the Project will provide a critical conference and meeting space amenities presently
unavailable to service demand in downtown Miami; and
WHEREAS, the Project will create in excess of 1,300 permanent jobs that will provide a range
of employment opportutnitics for M-DCPS students; and
WHEREAS, MDM and M-DCPS want to establish a formal relationship to ensure that M-DCPS
students, both those attending M-DCPS high schools and adult vocational programs, have an opportunity
to access internship and permanent employment opportunities at the Project or elsewhere within the
hospitality industry.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
I. IESI'ONSIBIL1TIES OF M-DCPS. M-DCPS agrees to undertake the following with respect to
each of the following programs to:
A. High School Career Academies
I. Identify not more than four (4) high schools with career academies in one of the
following areas to provide academy students internship and future employment
opportunities at the Project or other MDM-owned and operated facilities: Hospitality &
Tourism; Engineering & Technology; Finance; and Transportation, Distribution &
Logistics. To the greatest extent practicable, M DCI'S shall prioritize the selection of
high schools located within the municipal boundaries of the City of Miami ("City"),
which schools may include, but shall not be limited to: Booker T. Washington High
School, Miami Northwestern High School, and Miami Edison High School.
2. Confer with MDM to ensure that academy curricula addresses critical skills necessary for
employment at the Project or similar employment opportunities.
#39841128_y55
3. Collaborate with MDM to identify opportunities for targeted programmatic investments
by MDM and ether companies in the industry to enhance curriculum offerings through
various career academies at selected M-DCPS high schools.
B. Academic School Year internship Program.
1. Arrange any meetings with MDM, participating schools, regional centers, or district -
based personnel, as deemed necessary for the functioning of the program;
2. Maintain appropriate documentation and application of interns;
3. Select not more than 2Qinterns from an eligible pool of students;
4. Provide an orientation program for interns and MDM; and
5. Provide on -site visitations for support and monitoring by M-DCPS staff.
C. Summer Internship Program.
1. Arrange any meetings with MDM, participating schools, regional centers, or district -
based personnel, as deemed necessary for the functioning of the program;
2. Maintain appropriate documentation and application of interns;
3. Select not more than L interns from an eligible pool of students;
4. Provide an orientation program for interns and MDM; and
5. Provide on -site visitations for support and monitoring by M-DCPS staff.
D. Adult Vocational Program. M-DCPS's Office of Adult & Community Education shall
enter into an affiliation agreement with MDM on terms mutually agreeable to both parties.
1f1. R&SrOKstBn ITIEs OF MDM. MDM agrees to undertake the following with respect to this
Agreement:
A. High School Career Academies
1. Collaborate with M-DCPS in the selection of not more than four (41 high schools with
career academies in the areas of: Hospitality & Tourism; Engineering & Technology;
Finance; and Transportation, Distribution & logistics.
2. Confer with M-DCPS regarding academy curricula and training to meet critical skills for
permanent employment at the Project or similar employment opportunities; and
#39841128_v5
3. Collaborate with M-DCPS to identify opportunities for targeted programmatic
investments by MDM and other companies in the industry to enhance curriculum
offerings in career academies at selected M-DCPS high schools.
4. Compensate the student interns using the current Florida minimum wage rate for the
duration of the internship.
B. Academic School Year Internship Program.
1. Provide not more titan 20 internship experienee(s) for students selected by M-DCPS for
each academic year;
2. Provide the necessary assessment or evaluation of each intern;
3. Maintain attendance records/log sheet on -site and inform M-DCPS/Offiee of Community
Engagement immediately via phone and/or e-mail of unscheduled absences;
4. Assure safety of the interns while under their supervision;
5. Ensure students will intern only at the given place of business;
6. Provide M-DCPS with a current set of its rules, regulations, and policies that directly
affect the interns placed at the business site; and
7. Organize an orientation/orientation program for student interns and parents/guardians to
familiarize them with workplace rules, regulations, and policies.
C. Summer Internship Program.
I. Provide not more than lit internship experience(s) for students selected by M-DCPS for
each summer term;
2. Provide the necessary assessment or evaluation of each intern;
3. Maintain attendance records/log sheet on -site and inform M-DCPS/Office of Community
Engagement immediately via phone and/or e-mail of unscheduled absences;
4. Assure safety of the interns while under their supervision;
5. Ensure students will intern only at the given place of business;
6. Provide M-DCPS with a current set of its rules, regulations, and policies that directly
affect the interns placed at the business site; and
#►398441128_v5
7. Organize an orientation/orientation program for student interns and parents/guardians to
familiarize them with workplace rules, regulations, and policies.
D. Adult Vocational Program. MDM shall enter into an affiliation agreement with the M-
DCPS's Office of Adult & Community Education on terms mutually agreeable to both
parties.
MDM shall at all times reserve the sole and exclusive right to refuse a candidate/graduate referred
by M-DCPS the opportunity to participate in the aforementioned internship programs or permanent
employment at any or all of its facilities. MDM further reserves the right to remove from the Project or
any and all of its facilities any intern, prospective employee, and/or M-DCPS employee or staff who does
not meet the professional or other requirements of MDM.
IIli. MUTUAL OBLIGATIONS OF THE PARTIES. M-DCPS and MDM agree as follows:
1. The schedule for interns while on -site at MDM shall be planned jointly by M-DCPS,
MDM and the student. Any changes in the schedule must be approved by all parties prior
to the implementation ofa now schedule.
2. M-DCPS and MDM shall both designate an individual who shall be available to answer
all questions and assist in the implementation of this Agreement.
3. M-DCPS and MDM agree that the student interns covered by the terms of this Agreement
are not MDM employees for purpose of the Fair Labor Standards Act, as evidenced by
the following:
a. The training, even though it includes actual operation of the facilities of MDM, is
similar to that which would be given in a school;
b. The training is for the benefit of the interns;
e. The interns do not displace regular employees, but work under their close
observation;
d, MDM, In providing the site for the program, derives no immediate advantage from
the activities of the interns;
e. The interns are not guaranteed permanent employment at the conclusion of training
period; and
f. MDM shall provide intents with a training stipend for time spent in training in the
program and to off -set out-of-pocket costs incurred by such interns as result of their
participation.
##39841128_v5
IV. GENERAL TERMS & CONDITIONS.
9
A. Term of Agreement; Termination, The term of this Agreement shall be from November 1,
2915, and shall be valid for an initial period of three (3) years through and including
September 30, 2010, Either party hereto may terminate this Agreement at any time by giving
to the other party notice in writing at least thirty (30) days prior to the intended termination
date.
B. Compliance with law.
1. M-DCPS and MDM agree to comply with Title VI of the Civil Rights Act of 1964, Title
VII of the Civil Rights Act of 1964, and Title 1X ofthe Education Amendments of 1972,
Section 504 of the Rehabilitation Act of 1973, the Fair Labor Standards Act, the
Americans with Disabilities Act, and related regulations, and assure that they do not, and
will not discriminate against any intern or prospective employee because of or on the
basis of gender, race, color, religion, ethnic or national origin, political beliefs, marital
status, age, sexual orientation, social and family background, linguistic preference or
disability.
2. MDM agrees 10 adopt a background screening process that is consistent with having
interns in the workplace and consistent with M-DCPS guidelines.
3. This agreement shall be subject to Florida's Public Record Laws, Chapter 119, Florida
Statutes.
C. No Third -Party Beneficiaries. The parties expressly acknowledge that it is not their intent
to create or confer any rights or obligations in or upon any third person or entity under this
Agreement. Nothing herein shall be construed as consent by any agency or political
subdivision of the State of Florida to be sued by third -parties in any matter arising out of any
contract.
D. Confidentiality of Student Information. MDM understands and agrees that it is subject to
all applicable federal and Florida laws and all School Board policies related to the
confidentiality of student records. MDM further agrees to comply the Federal Family
Educational Rights and Privacy Act ("FERPA" 34CFR§99) and shall (i) use any personally
identifiable student information ("Information") only as provided in this Agreement, (ii)
maintain the confidentiality of the information and, (Hi) return the Information to the Agency
upon termination ofthe Agreement.. MDM shall treat all information as confidential and will
not disclose the information to any third -party.
E. Insurance. M-DCPS and MDM agree to insure or self -insure their respective interests to the
extent each deem necessary or appropriate. Upon written request, evidence of self-insurance
or insurance shall be furnished to either party.
#39841128_v5
F. Indemnification.
1. MDM does hereby agree to hold harmless, indemnify and defend the Indemnities (as
hereinafter defined) against any claim, action, loss, damage, injury, liability, cost or
expense of whatsoever kind or nature, including, but not by way of limitation, attorneys
fees and court costs arising out of bodily injury or Agreement by or on behalf of MDM.
The following shall be deemed to be indemnities: The School Board of Miami -Dade
County, Florida and its members, officers and employees. However, nothing herein shall
be deemed to indemnify the School Board for any liability or claim arising out of the
negligent performance or failure of performance of the School Board or as a result of the
negligence of any unrelated third -party.
2. The School Board of Miami -Dade County, Florida does hereby agree to hold harmless
and indemnify MDM to the extent of limitations included within Florida Statutes, Section
768.28, subject to the provisions in this act whereby the School Board shall not be held
liable to pay a personal Injury claim or property damage claim or judgment by any one
person which exceeds the sum of S200,000, or any claim or judgments or portions
thereof, which, when totaled with all other claims or judgments paid by the state or its
agencies or subdivisions arising out of the same incident or occurrence, exceeds the sum
of 5300,000 from any and ail persons injury or the negligent performance of this
Agreement. However, nothing herein shall be deemed to indemnify MDM for any
liability or claim arising out of the negligent performance or failure of performance of
MDM or as a result of the negligence of any unrelated third -party.
G. Modification. This Agreement may be modified or amended only in writing by mutual
consent of both parties.
H. Governing Law & Venue. This agreement shall be construed in accordance with the laws of
the State of Florida. Any dispute with respect to this agreement is subject to the laws of
Florida, venue in Miami -Dade County. Each party shall be responsible for its own attorneys'
fees and costs incurred as a result deny action or proceeding under this agreement.
I. Notices. All notices or communication under this Agreement by either party to the other
shall be sufficiently given or delivered as follows:
To MDM:
With copy to:
MDM Development, LLC
Attn: Luis Pulenta
9090 S. Dadeland Blvd.
Miami, FL 33156
Phone: (305) 671-5034
E-mail: luis.pulentala mdmusa.conl
#3984I128_v5
To M-DCPS:
With copy to:
Richard Schatz, Esq.
Steams Weaver Miller Weissler Alhadef & Sitterson, P.A.
150 W. Flagler Street, 22' Floor
Miami, FL 33130
Phone: (305) 789-3200
E-mail: J.Schatal?stearnsweaver.com
The School Board of Miami -Dade County, Florida
Attn: Alberto M. Carvahlo, Superintendent
1450 N.E. 2" Avenue, Ste. 912
Miami, FL 33132
The School Board of Miami -Dade County, Florida
Attu: Walter J. Harvey, School Board Attorney
1450 N.E. 2nd Avenue, Ste. 430
Miami, FL 33132
[SIGNATURE PAGE TO FOLLOW]
##39841128_v5
SIGNATORY FORM
In witness hereof the parties hereto have caused to be executed below the signatures of the
authorized representatives of the parties hereto who are fully and duly authorized to execute this
agreement on behalf of the respective parties hereto:
MOM
IC. u fIS P!d leAdiA
Program Authorized Representative Name (Print)
Program Authorized Representative (Signature)
M-DCPS
Tad
DeSigriee
Alber1Trktearmlin7--
Superintardernts-Neme
(Print)
hl1/4/1l 4 P/9le%'/t ic'k
Title (Print)
CDC`' as
Date
S Si ure Dateildi
Approved as to Legal Form & Legal Sufficiency:
Attorney for 1 Board +f Miami -Dade County, Florida
Review and Approved:
1(1(6 ((ir
Marra nt / Miami -Dade County Public Schools
(t
Date
Date
439841128 v5
Exhibit "H"
Goodwill L.O.I.
#39841128_v5
Exhibit "I"
Monitoring Contract Scope of Services
The firm retained by the CRA pursuant to the Monitoring Contract will be required to
perform the following services:
(a) Monitor compliance and audit the calculation of compliance by the Developer of the
Laborer Participation Requirements under Sections 3.1.2, 3.1.7.1 and 3.1.7.3 of the
Agreement.
(b) Monitor compliance and audit the calculation of compliance by Developer of the Skilled
Labor Participation Requirements under Sections 3.1.3, 3.1.7.1 and 3.1.7.4 of the
Agreement.
(c)
Monitor compliance and audit the calculation of compliance by Developer with the
Subcontractor Participation Requirements of Section 3.1.4 and Section 3.1.7 of the
Agreement.
(d) Monitor compliance with Section 3.1.10 of the Agreement.
(e)
(f)
(g)
Monitor and audit compliance by Developer of Section 3.1.11 of the Agreement.
Monitor compliance by the Developer of Section 3.1.12 of the Agreement.
Monitor compliance and audit the calculation of compliance by Developer of the Full -
Time Employee Participation Requirements under Sections 3.2.4 and 3.2.6 of the
Agreement.
(h) Monitor compliance and audit the calculation of compliance by the Developer of the
Part -Time Employee Participation Requirements under Sections 3.2.5 and 3.2.7 of the
Agreement.
(i) Monitor compliance with the vendor opportunities of Section 3.2.9 of the Agreement.
439841128_v5
Exhibit "J
CRA Grant Obligations
Name Par Amount Annual Debt Service Maturity Year
Mama Hattie $ unknown (est) unknown
Gibson Park Improvement Grant $14.1 million (See Exhibit F-1) 2030
#39841128_v5
Exhibit "J-1"
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