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HomeMy WebLinkAboutGrant MemorandumMEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is made and entered into between the City of Miami, a municipal corporation of the State of Florida, hereinafter called the City, and the Overtown Economic Development Corporation, a Florida corpo- ration not for profit, hereafter called OEDC. WITNESSETH: WHEREAS, the City and OEDC have heretofore applied for a U.S. Department of Commerce Economic Development Adminstration Public Works and Development Facilities grant and have received an Offer of Grant dated September 26, 1980 in the amount of $1,580(100.00 to construct the OVERTOWN SHOPPING CENTER; and WHEREAS, the City of Miami has committed local matching funds in an amount of $395,100.00 and WHEREAS, the Cityof Miami holds title to 1.5 acres and Dade County holds title to .7 acres of the 2.2 acre proposed shopping center site and the City will use its best efforts to acquire the County land subject to a lease in favor of OEDC, along with the adjacent Florida Department of Transportation Right ofWay which ..comprises additional land; and WHEREAS, the City and OEDC intend that their ,interests inrservices to be rendered and their interests in the Property and in the revenue derived therefrom be de- fined by_aaaemarandum of agreement; and WHEREAS, OVERTOWN is a designated blighted area under Section 163.340(8) of the Florida Statutes and the purpose of this project is a public purpose to improve and rehabilitate the OVERTOWN area and to stimulate its economic development_by the_development of a shopping center, creat7 ing additional jobs and stimulating additional commercial activity in the neighborhood., . _ NOW, THEREFORE, in consideration_of_the sum of Ten Dollars and other . good _and valuable consideration, the receipt of which is hereby _acknowledged, and upQn tbe.Prom- ises and the mutual covenants and agreements herein con- tained, the parties hereto agree as follows: ARTICLE I Purpose, Business to be Carried on, and Objectives to be Effected A. The City and OEDC by this Agreement do hereby agree to carry out this. Agreement and to act in all respects in accordance herewith. Nothing herein contained shall be construed or deemed to establish any other purpose for this Agreement, or ...to prohibit the parties from the pursuit of other business interests or activities that.would notsub-_, stantially interfere or conflict with the provisions of this Agreement. B. Except as expressly provided herein to the contrary, the rights and obligations of the parties to this agreement shall be governed by the laws of the state of Florida. When personal property is owned by both entities pursuant to this Agreement neither party shall individually have ownership of such property. Neither shall either party be indebted or pledge its credit to the other by reason of this Agreement. C. Tn furtherance of the purposes expressed in this Memorandum of Agreement, OEDC will contract for the design, development, construction, leasing, and operation of the OVERTOWN Shopping .Center .subject to the approval of the City Commission. When the -construction is completed, OEDC will contract for the management of the facility and will be responsible for its• operation', subject to the approval of the City Commission. D.• The interestfof either party in this ;Agree- ment and in the Shopping Center shall be deemed personal property. E ;The :;Shopping Center will be constructed pur- suant to the requirements utilized by the City of Miami as to performance bonds and payment bonds. ARTICLE II Contributions and -Relationships A. The'City and;OEDC will be joint recipients of the U.S. Department of Commerce Economic Development Admin- istration grant funds and will both have interests in the OVERTOWN SHOPPING CENTER developed with those funds, subject to the interest of the U.S: Department of Commerce Economic Development Administration; which interest will dissolve after the 40 year estimated useful life of the shopping center and with the expiration of the first 40 year lease as discussed below in paragraphs C and D. B. OEDC will lease for a 40 year term the City's 1.5 acre site and the City will use its best efforts to acquire the County's .7 acre site subject to 'a lease in favor of OEDC and the adjacent Florida Department of Trans- portation Right of Way; the leases to OEDC will be for a rental of $1.00 per year. Subject to applicable law and city charter requirements at,.the.termination of the said 40 year term, the leases will be renewable by OEDC at the same rent for an additional 40 year period. C. The OEDC will lease, for a 40 year period, .the City .of Miami's interest in the developed shopping center facility for a rental of $1.00per year. D. At the end of the 40 year lease described in paragraph C above, the City .of Miami's interest in the =4- developed shopping center will be extinguished and OEDC will own 100% of the developed shopping center facility improve- ments; the U.S. Department of -Commerce Economic Development Administrations interest will likewise be extinguished at that time. E. The City's contribution of $395,100.00 will include the estimated.._valuation ,,_Of ___the total Land to be leased to OEDC as of the"date of the execution of this Agreement with the remainder to be provided from other funds. ARTICLE /II City will'be fiscal agent A. The City will operate as the sole fiscal agent with regard to the expenditures to be incurred in the development process. B. All requests for payment and payments during the development phase shall be transmitted through the City Project. Director's office after approval by the Management Committee. ARTICLE IV Services • of Parties and Reimbursement ofExpenses A. OEDC -will conduct regular board meetings -throughout the process to monitor implementation of the -5- OVERTOWN SHOPPING CENTER project and provide feedback on complaints or opportunities, which board meetings shall be given -reasonable notice and open to the public. B. OEDC will provide secretarial services for the meetings of its board and the meetings of the Management Committee which will coordinate the implementation and management of•the project. C. OEDC will provide data regarding business needs and the identification of business development oppor- tunities within the OVERTOWN; area. D. OEDC will provide a channel for private sector and business participation by keeping groups and individuals informed of the shopping center's development as well as by obtaining from them feedback regarding the same. E. OEDC will coordinate with the City the solici- tation and selection of the development team for.the con- struction of the shopping center. F. OEDC will coordinate with the city the solic- itation and selection of tenants for the shopping center. G. OEDC will contract agement firm acceptable to with'a professionalMan- the City Commission for the operation, leasing and maintenance of the completed shopping center. H. OEDC may be reimbursed for up to $120,000 for the services specifically set forth above in this Article. I. Requests for payment to OEDC for such in-house costs shall be accompanied by sufficient supporting documen- tation, including time sheets for staff working on the project, and such requests .will be made on a monthly basis to the City Project Director. J. All other requests for reimbursement of expenses by either party will,be subject to. approval by the City and the management committee and shall be supported by adequate supporting documentation as set forth in paragraph I above. K. Project Budgets including more than one item for reimbursement may be approved by the Management Committee, subject to approval by the City. L. •A11 OEDC personnel in positions which would warrant.... such reporting will keep. the City informed of their. activities.. by (1)_.participation in regular meetings of the Management Committee,. (2) submission -of monthly progress reports, and (3) ad hoc communication as may be necessary on policy issues. ARTICLE V Consultant Contracts A. OEDC agrees to obtain prior approval from the City Commission of any proposed consultant contracts. Any work or services subcontracted shall be subject to each provision of this Memorandum:of Agreement. None of the work or services shall be subcontracted or reimbursed without the prior written consent of the Management Committee and prior approval of the City Commission. OEDC shall take responsi- bility for determining that consultant rates of compensation do not exceed the rates specified in the Code of Federal Regulations. The City shall review each contract or subcon- tract using EDA funds for compliance with Federal Regulations. ARTICLE VI Management A. Management of the OVERTOWN SHOPPING CENTER project shall be vested in a Management Committee which will serve in an advisory capacity, under the supervision of and subject to the approval of the City Commission. B. The Management Committee shall be composed of eight persons, -four of whome0EDC shall designate and four of whom will represent the city as f(1) Director of the Office of Trade and Commerce., (2) Director of Community Devel- / opment, (3) Director of the City Planning Department, and (4) a City Manager's Staff official. C. All actions of the Management Committee shall be by unanimous vote, except where the votes cast by either party shall be split, then by majority vote, had at a meet- ing of the Management Committee at which at least one repre- sentative of each party is continuously present; except that if the number of representatives.of either party is less than four, each party shall be entitled to an equal number of votes which shall be the number of representatives of the party having the lesser number of representatives present; provided, however, that the Management Committee may also act by the unanimous written consent of the Management Committee. D. No person on -the Management Committee or any officer, director or employee of OEDC may have any personal financial interest, direct or indirect, in OVERTOWN SHOPPING CENTER. It is specifically 'understood and agreed to that no member of the Management Committee may receive a salary or other remuneration for the.:`services of that party rendered to or on behalf of the Management Committee.• E: Each: party shall be -responsible for keeping four current members on theManagement Committee. F. Contracts shall be entered into in the name of OEDC upon resolution of the Management Committee, subject to the approval of the City Commission. G. Deadlocks of the Management Committee shall be resolved by the City Commission. ARTICLE VII :Books of Account A. The City shall keep or caused to be kept full and true books of account reflecting all project trans- actions. Said books of account shall be maintained at the principal office of the City and shall be open to the inspec- tion and examination of OEDC or its representatives during business hours. B. The said records shall be made available to the,City Internal Audit Department or authorized representa- tives and the representatives of the Federal Government to audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters contained in this Agreement. The documents and records shall be ---furthermore maintained by the City for not less than three years -following the' termination of this Agreement: ARTICLE VIII Amendments and Assignability A. The City and" OEDC may, at their discretion, amend this Memorandum of Agreement at any time to conform with any facts which may require such amendment. Amend- ments, if so required, shall"be attached hereto in writing signed by all members of the Management Committee or duly authorized representatives of each party, subject to the approval of the City Commission. B. This Agreement is not assignable by either party without the written approval of the other party in the form of an amendment hereto. ARTICLE IX Entire Agreement A. This Agreement is the entire agreement be- tween the parties with respect to the subject matter hereof and supercedes all prior agreements between the parties with respect hereto. No alteration, modification, or interpreta- tion hereof shall be binding unless in writing and signed by both parties. ARTICLE X Notices A. All notices required or permitted by this Agreement shall be in writing and shall be sent by regis- tered or certified mail to: The City: The City Planning Division, 275 N.W. Second Street, Miami, Florida 33128, Attention: Jim_ Reid, Director.__. To OEDC:Attorneys Blackwell, Walker, Gray, Powers, Flick & Hoehl, Attention: Joel M. Aresty, Esq., 2400 AmeriFirst Building, One Southeast Third Avenue, Miami, Florida 33131 with a copy to Charles Cash, 20601 N.W. 2nd Avenue, Miami, Florida 33127. .ARTICLE XI Binding effect A. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respec- tive successors and assigns.: B. This Agreement is wade pursuant to the laws of the State of Florida, and shall be construed in accor- dance therewith. C. If any provision. hereto shall be held unen- forceable or void then such provision shall be deemed sever- able from theremaining provisions and shall in noway • affect:.the,validity of other provisions of the Agreement. ;:No consent .or...waiver, .expressor implied, ,by any party to -or -12- of any breach or default by the other in the performance by the other of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations in this Agreement. Fail- ure on the part of either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder. D. Both parties. hereto agree to adhere to the U.S. Department of Commerce Economic Development Administra- tion Special Conditions attached hereto and made a part hereof marked Exhibit A, and to its Standard Terms and Conditions attached hereto and made a part hereof marked Exhibit B. E. If litigation, arbitration, or administrative hearings are -necessitated by disputes or controversies between the parties hereto regarding OVERTOWN SHOPPING CENTER, each party shall bear its own costs and attorneys fees. . F. •The liability of the parties hereunder is limited by the continued availability of EDA Grant Funds, and -this Agreement may be terminated by either party upon no less than seven days notice in writing delivered by certi-. fied mail:, return receipt requested, or in person with proof of delivery ..if such funds. are not available as otherwise stated herein. ARTICLE XII Counterparts A. This Agreement may be executed in any number of counterparts and each of the counterparts shall be deemed to be an original, and this Agreement shall be binding on every party who shall execute any one of such counterparts. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Agreement to be executed: This 6 day of Att 1 Y Clerk Approved as to form and correctness: 34Kk , 1981. CITY OF MIAI I , a municipal corporation of the State of Florida By CITY MANAGE This /`/ day , 1981. OVERTOWN ECONOMIC DEVELOPMENT CORPORATION, a Florida corporation not for profit Pres dent Atte -14- Secretary WyCY (Corporate Seal) Project Title: Contract Period: Contract Amount: Code No. clUI Lek TMENT OF ECONOMIC DEVELOPMENT,( NEIGHBORHOOD ECONOMIC DEVELOPMENT PROGRA•3' LINE ITEM BUDGET SUMMARY Contract No.. OECD Shopping Center Admin. Budget 11/1/82 - 9/30/83 $69,380 Personnel Services . 001 Salaries & Wages 100 FICA Taxes 130 Group Insurance 150 Worker's Compensation 160 Unemployment Compensation Operating Expenses 270 Professional Services 280- Accounting and Auditing -r 420 Travel & Peir Diem --Other , 510 Communication Services --Telephone 520 Communication Services --Telegraph 533 Postage 540 Utility Services --Electricity 610 Rent --Equipment • 620 Rent -Space .:640 Property Liability Insurance/Bonding 670 Repair & Maintenance Services 680 Printing and Binding 690 Advertising. 700 Office & Operating Supplies 760 Books, Publications & Memberships Capital Outlay 840 Machinery & Equipment --New • 842.000 4,500 6,500 4,100 1,001) 980 3,500 200 1,500 3,800 T6TAL $69,380 acLVAces as�speci-