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HomeMy WebLinkAboutBack-Up DocumentationMINORITY PARTICIPATION AGREEMENT EXHIBIT Ii -- MINORITY PART CIPATION AGREEMENT THIS MINORITY PARTICIPATION AGREEMENT ("this Agreement") made Tanuary, 1985 this AT& day of Beeember7-1964 by and between the CITY OF MIAMI, a municipal corporation of the State of (Florida ("the City") acting by and through the CITY MANAGER ("the City Manager") and BAYSIDE CENTER LIMITED PARTNERSHIP, a Maryland limited partnership ("Developer"). STATEMENT OF BACKGROUND AND PURPOSE By authority of the City of Miami Charter, the City on March 18, 1983, authorized the publication of a request for proposals for the unified development project to be'known as Bayside Specialty Center for development of a portion of the Bayfront Park, which development would include restaurants, fast-food services, retail boutiques, markets and entertainment areas responsive to urban, environmental and design factors inherent to the City waterfront and Bayfront Park. Developer submitted a proposal to develop a mixed -use project ("Project") consisting of a waterfront specialty center ("Bayside Specialty Center") more particularly described in that certain Lease Agreement between the Developer and the City dated of even date herewith ("Retail Lease") and a parking garage and surface parking lot ("Parking Garage") more particularly in a Lease Agreement between the Developer and the City of even date herewith ("Parking Garage Lease"), which proposal contained, among other things, a minority participation plan. The City has accepted the Developer's proposal for the Project and the City and the Developer have executed and delivered the Lease simultaneously with the execution and delivery of this Agreement. It is the mutdal desire of the parties to set forth their agreement and understanding of the goals for minority participation in the Project. Ih cohsideratibn of the foregoing and the covenants and agreements hereinafter set forth, the parties covenant and agree as follows: ARTS I L}CFINITiONS Section 1.1 Defined Teams. As used herein the term: "this, Agreement", means this Minority Participation Agreement, as the same may be modified or amended from time to time provided that any such modification or amendment must be consented tti by a four fifths (4/5ths),vote of .the Miathi. City Commission. "Sayside Specialty Center" has the meaning ascribed to it in the Statement of Background and Purpose. "the City" has the meaning ascribed to it in the opening paragraph of this Agreement. "the City Manager" has the meaning ascribed to it in the opening paragraph of this Agreement. • "Miami Job Development Program" means a federally -funded City job development program to be selected by the City and Developer. "Construction Contracts" means those certain agreements between the Developer and a construction manager or general contractor for construction of the Developer Improvements, and includes subcontracts with respect to such work between the general contractor and subcontractors or, in the event Developer employs a construction manager rather than a general contractor, the trade contracts between Developer and trade contractors with respect to such work. The term "construction contract" does rlbt include any contract or subcontract with respect to Tenant Improvements. "Developer" has the meaning ascribed to it in the opening paragraph of this Agreement. "Foundation" means that certain entity which is to be created by the Developer to promote minority development in thy: City of Miami pursuant to A.L41i:.G r wf t�liS Ay4GClilCllt• "Foundation Contribution" has the meaning. ascribed to it in Section 5.3. "Minority" means (i) the following persons as defined in the following definitions as approved by U.S. Department of Housing and Urban Development ("H.U.D."), or as may be changed by H.U.D. from time to time, with special emphasis with regard to Blacks and Hispanics: (a) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (b) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish culture or origin, regardless of race); (c) Asian and Pacific Islander "(all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Sub -continent, or the Pacific Islands); and (d) American Indian or Alaskan Native (all persons having origins in any of the original peoples of Ndrth America and maintaining identifiable tribal affiliations through membership and participation or community identification). (ii) Females (whether or not included in the definition of Minority set forth in (i) above. 3 "Minna ty Business Enterprise" means a corporation, partnershijj, individual, sole proprietorship, joint stock company, joint venture or other legal entity vhibh is at least 51% owned by a Minority or at least, 51% of the stock outstanding is individually or collectively owned by a Minority, with special emphasis with regard to Minority ownership by Blacks and Hispanics. "Minority Tenant" means a person, firm, Corporation or other legal entity using or occupying or entitled tO use of occupy any part of the Project, who is a Minority or a Minority Business Enterprise. "Mfnbrity Committee" has the meaning ascribed to it iri article VII. "Parking Garage" has the meaning ascribed to it in the Statement of Background and Purpose. "Parking Garage Lease" has the meaning ascribed to it in the Statement, of Background and Purpose. "Private Industry Council" means the Private Industry Council of South Florida, al non-profit Florida corporation, having offices at 225 N.E. 34th Street, Miati, Florida 33137. "Pr.oject" has the meaning ascribed to it iri the Statement of Background and Purpose. • "Rettil,Lease" has the meaning ascribed to it in the Statement of Background and Purpose. "Sect:ior", "subsection", "paragraph", "subparagraph", "clause", or "subclause" followed by a number or letter means the section, subsection, paragraph, subparagraph, clause or subclause of this Agreement so designated. "SBA" means the Small Business Administration of the United States. "Tenant" means a person, firm, corporation or other legal entity sing or occupying or entitled to use or occupy any part of the Project. "Tenant Improvem�" Means those improvements, furnishings, fixtures and equipment required to be made to or installed in the premises leased by a Tenant pursuant to a Tenant's lease or other agreement pursuant to which the Tehant is entitled to ciccupy premises within the Project. Section 1.2 Terms id the Lease. All other capitalized terms shall have the meanings ascribed to them in the Lease. • ARTICLE II CONSTRUCTION CONTRACTS Section 2.1 Goals. Developer agrees to exert diligent, good faith efPorf s to meet the fallowing foals in relation to the construction of the Projeot: a. Thirty-fi've percent (35%) of the total contract price (without duplication) of all Construction Contracts to be awarded to Minority Business Enterprises, including, but not limited to, subcontractors and laborers, and b. Fifty perbent (50%) of all construction jobs under Construction Contracts to be filled by Minorities. Developer agrees that where practicable and with the cooperation of applicable labor organizations, Developer will make reasonable efforts to fill such construction jobs by Dade County •residents. Section 2.2 Developer's Obligation. The Developer's diligent, good faith efforts shall include, but not be limited to, the following: a. Designating specific construction trades for competitive bidding among Minority contractors, b. Encouraging joint ventures between Minority contractors and non -minority contractors, c. Requiring the Developer's generall contractor to use diligent efforts to hire Minorities from the neighborhoods having the highest rate of unemployment consistent with the need to avoid disruptions due to labor disputes, d. To the extent feasible, providing for small subcontracting packages in an effort to obtain bids from qualified Minority Business Enterprises, e. Waiving bonding requirements for qualified Minority Business Enterprises if (i) that Minority Business Enterprise otherwise meets the requirements of the Developer, (ii) the waiving of the bonding requirement is necessary in order for the bid to be competitive with non -minority bids, and (iii) there is nd other Minority Business Enterprise bidding on the same contract that does not require a waiver of the bonding requirements, f. As permitted by the project budget, and consistent with procedures to be established, subcontracts may be awarded to qualified Minority Business Enterprises even if that Minority Business Enterprise is not the lowest bid for particular proposal in order to meet the goal established in Section 2,1(a), • g. Negotiating cash draws upon completion of specific segments of a subcontract or interim payments to a qualified Minority Business Enterprise to which a subcontract has been awarded if (i) the draws or interim payments are necessary, in the opinion of the Developer, to assist the Minority Business Enterprise in meeting any cash flow requirements for the subcontracts and (ii) such Minority Business Enterprise can provide Developer with the evidence required under the contract with Developer that the Minority Business Enterprise has paid all subcontractors, materialmen and laborers performing work or supplying material for the Minority Business Enterprise into the Project except for those entitled too Claim under such draw or interim Payment, h. Advising Minority 8us,iness Enterprises who are bidding an contracts, on haw to obtain discounts for the purchase for supOlies cir materials for use on the Project to the degree such information is available so that the Minority Business Enterprise may bid competitively on a contract, i. Advising Minority contractors, who are awarded contkacts or subcontracts, whb may request, o: in Developer's judgment, may need, assistance on the development of mahagerial skills necessary to coordinate their.cantract with the other contracts in the Project, and j. Encouraging Developer's general contractor and subcontractors tb purchase materials, supplies and equipment for work to be performed on the Project from Minority Business Enterprises. ARTICLE III PROFESSIONAL SERVICE CONTRACTS Developer agrees to use diligent, good faith efforts to hire consultants and professional service firms, that are either Minority owned or who have entered into subcontracts with Minority owned firms in connection with the development of the Project. ARTICLE IV LEASING Section 4.1 Goal. City and Developer agree that the Project should have the highest possible number of Minority Tenants consistent with the economic: viability of the Project, and that the setting of specific quotas for Minority Tenants Would prejudice individual Lease negotiations to the possible economic detriment of the Project. The following sections set fc+rth certain steps which Developer obligates itself to take to enable this goal to be accomplished and td enable the City to monitor Developer's performances hereunder. Section 4.2 Developer Obligations. In pursuit of the goal set forth in Section 4.1, Developer will take the following steps: a. In advance of the beginning of Project leasing, Developer will set aside not less than fifty percent (50%) of the number of spaces to be leased in the Project for leasing to Minority Tenants. b. Developer will designate specific high volume leasing categories in which Minority Tenants have been successful in other projects developed by affiliates of The Rouse Company and will hold these categories off the market until November 1, 1985 (such date to be extended in the event that before November 1, 1985 the project opening date is extended beyond November 1, 1986), making them available for leasing to Minority Tenants, consistent with the Project's need to meet rental objectives and to have the maximum possible number of stores, restaurants, and eating places leased and open to the public when the Project opens for business. c. From the outset of the leasing process, Developer will make diligent, good faith efforts to identify a pool of prospective Minority Tenants, and will assign to this task leasing representatives based in Developer's field leasing office in the City of Miami. The efforts of these - 8 representatives will be supplemented as necessary by personnel from the home office of Developer's parent, The Rouse Company. d: Developer will also make diligent, good faith efforts to identify and, as appropriate stimulate joint ventures between prospective Minority merchants and qualified non -minority business persons or entities in order to provide the Minority partner with the financial or management support necessary ar desirable to becbme and remain a viable Minority Tenant in the Project. Upon agreement of both the qualified minority and non -minority parties, the minority partner in such venture shall have the right to buy-out the non -minority interests in the venture. Apr Developer will establish a regular communications and outreach program with the Minority comrunity in the City of Miami and Dade County to make known available Minority Tenant opportunities at the Project. This program will include a public: relations campaign (including advertising in local Minority media), presentations to local Minority community groups, mailings to known Minority Business Enterprises, and independent canvassing of local Minority merchants by Developer's leasing representatives. VIP Developer will implement a program for interviewing and qualifying Minority Tenant prospects once they are identified. Interested prospects will be required tO complete simple qualification questionnaires indicating, among other things, proposed merchandise category, previous business experience and credit history (if any), banking relationships (if any), and the reasons why the prospect believes he ar she would be a successful merchant. Each prospect completing and returning a questionnaire will be contacted by a Developer's leasing representative, after which a preliminary judgment will be made by Developer whether to pursue further negotiations with prospect and, if so, whether the prospect will require financial assistance in order to start up a business in the. Project. Developer agrees to make such judgments promptly and in good faith, (but in any event such judgment shall to in Developer's sole discretion) and, if such a judgment is made in favor of a prospective Mdhot t Tenant, prospective Minority to negotiate in good faith a lease with such prospect and, where appropriate, to assist such prospect in arranging the necessary financial assistance. In order to assist prospective Minbrity Tenants in securing debt and equity financing to start up a business in the Project, Developer will initiate and coordinate a financing program fee' Minority Tenants and will enlist the participation of local banks, local businesses, the SBA, and local, state and federal business development assistance agencies. As part of this program, Developer will provide cash grants as tenant allowances to fund a portion of the startup, inventory, leasehold improvement and capital equipment costs. to the amount of such grants on a Tenant -by -Tenant basis, taking into account such factors, among others, as a Tenant's financial net worth and equity contribution, size and use of the prospective leasehold premises, the estimated cost of Tenant Improvements, the estimated cash flow for the prospective new business, and the terms and conditions of debt and equity financing then available from all other sources to the prospective Minority Tenant, and the amount of cash grants made to comparable Minority merchants in other projects developed by affiliates of The Rouse Company, and the amounts budgeted for this purpose for the Project. The parties hereto recognize that neither the goals set forth in Section 4.1 nor the economic viability' of the Project require that every Minority Tenant in the Project receive a cash grant from Developer. The parties also agree that each prospective Minority Tenant obtaining financing through this program will be required to contribute, and to demonstrate the ability to contribute, an appropriate amount of the start up costs of the new bbsiness as equity. fir. Where needed to assist prospective Minority Tenants to establish and maintain new businesses at the Project, Developer will provideaalpM1 using personnel stationed at Developer's field leasing office in the City of Miami or assigned as necessary from the home office of Developer's parent, The Rouse Company, as follows: (i) Developer's financial personnel working with local minority business development assistance groups, will assist Minority Tenants in preparing financing applications and packages and ir, processing such applications through private and public lending institutions. (ii) Developer's leasing and merchandising/design personnel and consultants will work with prospective Minority Tenants and their designers, consultants, suppliers and contractors to improve store design and layout and merchandising presentation, to reduce store and improvement costs where feasible, and to expedite store construction and equipment delivery where feasible. ARTICLE V FOUNDATION Section 5.1 Purpose. The Developer shall establish or cause to be established the Foundation for the following purposes: a,' Creating and administering a loan guaranty program for venture capital loins to Minority Business Enterprises, b;, Creating a vocational/educational scholarship . fund for Minorities, and cProviding technical assistance to local community development corporations engaged in economic development, such as the Miami -.Dada County Chamber of Commerce and Latin Chamber of Commerce, in the form of management, legal, accounting, business development, such as counseling and training, and other related services; to assist the community development corporations iri developing adequate support systems; and the coordination and integration of resources towards economic development of Minority Business Enterprises. Section 5.2 Establishment. The Foundation shall be established no later than six (6) months prior to the Opening Date. The Foundation shall have the status of a non-profit organization under Section 501(c)(3) of the Internal Revenue Code. The Finveg� fifteen (with one-third of the directors appointed by the De vel op e r oasselibilaisgaillwatPlameingtteetemeepeedietbeakeiyostiakaritimaitemetkesten and one-third of the directors representing community organizations and elected by the balance of the board. The City shall not be required to appoint its five (5) Board Members until such time as the Developer shall have appointed all five (5) of its Board members. Section 5.3 Foundation Contribution. DecerittetertseageteesentempsytwAto, the is V 1,matemr Aebtemfittrei' ' °;,,(as tt ntosemietoftiv!" 9'rtil ''R'etif31" °' ereset*eiwiStee B; l llff" otter ( 4hCamouanr') . The minimum $100, 000 payment shall be made in equal quarterly installments commencing on the Rent Commencement Date (as defined in the Retail Lease), and ending at the end of the term of the Retail - 12 - Lease. The Foundation Contribution shall be adjusted at the end of each Rental Year (as defined in the Retail Lease) based upon the Annual Financial Statement. If the Annual Financial Statement shall disclose a liability for the Foundation Contribution in excess of the amount paid by Developer fot the Period in questidn, Developer shall promptly pay such additional Foundation Contribution to the Foundation. Notwithstanding the foregoing, should the Foundation cease to be a 501(c)(3) tax-exempt organization, the Foundation Contribution shall either (1) be placed in an interest bearing escrow account and phid to the Foundatidn at such time as the Foundation shill satisfactorily prove to Developer that it has qualified as a 5O1(c)(3) tax-exempt organization or (ii) at the written rhquest of the City, be paid to such other non-profit organization qualified as a :5D1(c)(3) tax-exempt organization which is reasonably acceptable to DevelopeGr and which has goals and perposes similar to the Foundation. The Foundation Contribution shall be the only financial obligation that Developer shall have to the Foundation or such other non-profit organization specified in (ii) above. ARTICLE VI tENANT EMPLOYMENT OPERATIONS Section 5.1 Tenant Employment. Deovietepsereamageesamastkarammeachrt di lade tfirtii stagteext► 'emi t 'P 'eet—ttr attain a TersppkfnomfaiLstoasmtmigaaaxa4r.mivtttaaiotvkekavafoxfsBstiatvlkywfktbsesooseert73SOggdrwtemant effirlerwErtmeirtirtrtir. While it is recognized that Developer cannot require Tenants to meet any partidular hiring quotas, Developer shall: a. Waz440460m0ea06emtniasippaemeltapmmetwAragam and Private Industry Council personnel to establish a referral service to be located at the Project site to take applications, screen applicants and refer prospective Minority employees to Tenants, b. Provide the referral service with office facilities.at or near the Project site, during the construction period, c. Provide a coordinator to survey the employment needs of Tenants as Soon as possible after leases are signed and to provide such information to the referral service, and d. Advise Tenants of the availibility of the referral service as a source for meeting potential employment needs. Section 6.2 Devil r 1.1lAgme a.. Developer agrees to use its diligent, good faith efforts to hire Minorities for at least seventy five percent (75%) of its project operation positions and for at least fifty percent (50%) of key management positions of the Developer. With regard to these key management positions, the Developer's diligent, good faith efforts shall include identifying five supervisory positions in the areas of project management, engineering, maintenance and promotions to be filled by qualified Minorities recruited from the Miami area. ARTICLE VII MINORITY COMMITTEE On or before 120 days following execution of the Lease Agreement, Developer will establish an ad hoc minority advisory and assistance committee ("Minority Committee") consisting of responsible representatives of Minority and other community groups, government agencies, and the media. From the date of this Agreement until the Opening Date, Developer will meet with the Minority Committee on not less than a quarterly basis. The Minority Committee - 14 - will (a) advise Developer on additional means and methods of accomplishing Developer's goals as set forth herein; (b) assist Developar in communicating information to the Minority community concerning opportunities for Minority participaltion in the development, construction, leasing and management of the Project; (c) review on a regular basis Developer's progress with the minority participation program. The Minority Committee shall meet at Developer's field office in the City of Miami. Developer will maintain minutes of the Committee's meetings at its field office in the City of Miami available for inspection by the City and the members of the Committee upon reasonable notice. ARTICLE VIII MISCELLANEOUS PRDVISI€JNS Section 8.1 Florida and Local Laws Prevail. This Agreement shall be governed by the laws of the state of Florida. Section 8.2 Conflicts of Interest; City Representatives Not Individually Liable. No member, official, representative, dr employee of the City or the City Manager shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, representative or employee E aarticipate in any decision relating to this Agreement which affects his or hek personal interest of any corporation, partnership or association in which he or she is, directly or indirectly, interested. No member, official, representative or employee of the City or the City Manager shall be personally liable to Developer or any successor in interest in the event of any default or breach by the City or the City Manager or for any amount which may become due to Developer or successor or on any obligations under the terms of the Agreement. Section 8.3 Noce. A notice of communication Under this Agreement by either the City or the City Manager, on the one hand, to Developer, or, on the other hand, by Developer to the City or the City Manager shall be sufficiently given or delivered if dispatched by r*gistered or certified mail, postage prepaid, return receipt requested or given by hand or other actual delivery to such party; and a. Developer. In the case of a notice or communication to Developer, if addressed as follows: General Counsel Bayside Center Limited Partnership 10275 Little Patuxent Parkway Columbia, Maryland 21044 b. City Manager. In the case of a notice or communication to the City of the City Manager, if addressed as follows: City of Miami, City Manager 3500 Pan. American Drive Miami, Florida 33133 or if such notice is addressed in such other way in respect to any of the foregoing parties as that party may, from time to time, designate in writing, dispatched as provided in this Section 8.3. Section 8.4 Parking Garage Agreement. Notwithstanding any other provision of this Agreement or the Lease to the contrary, the goals set forth in Article IV shall not apply to the operation of the Parking Garage and the surface parking to be constructed on Area B Surface Lot pursuant to that Certain management agreement to be entered into between Developer and the Department of Off -Street Parking.' Section 8.5 Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 8.6 Counterparts. This Agreement is executed in six (6) counterparts, each of which shall be deemed an original, and such counterpart shall constitute one and the same instrument. Section 8.7 Successors and Assigns. Except to the extent limited elsewhere in this Lease, all of the covenants, conditions and obligations contained in this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the City and the Developer. Section 8.8 Records. Developer shall maintain at its field office in the City of Miami records to enable the City to monitor Developer's performance under this Agreement and will permit the City to inspect such records upon reasonable notice. Section 8.9 Estoppel Certificates. The City and Developer shall at any time and from time to time, within thirty (3D) days after written request by the other, execute, acknowledge and deliver to the other party which has requested the same or to any prospective Leasehold Mortgagee, assignee or Subtenant designated by Developer a certificate stating (i) this Agreement is in full force and effect and has not been modified or amended in any way, or, if there have been modifications, identifying such modification agreement, and if this Agreement is not in full force and effect, the certificate shall so state; (ii) this Agreement as modified represents the entire agreement between the parties, or, if it does not, the certificate should so state; (iii) the dates on which this Agreement took effect and if applicable, terminated; (iv) all conditions under this Agreement by the City or Developer, as the case may be, have been satisfied and, as of the date of such certificate, there are no defaults by the City or the Developer, as the case may be or if such conditions have not been satisfied or if a party is in default, the certificate should so state. The party to whom any such certificate shall be issued may rely on the matters therein set forth and thereafter the party issuing the same shall be estopped from denying the veracity or accuracy of the same. Any certificate required to be made by the City pursuant to this paragraph may be made on its behalf by the City Manager. ARTICLE IX DISPUTES If a dispute shall arise between the City and the Developer under.this Agreement including, but not limited to, whether or not the Developer has made diligent, good faith efforts to meet the goals set forth herein, such dispute shall be resolved by an Arbitrator selected according to the provisions of Section 10.5 of the Lease. The Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the Arbitrator shall determine that Developer has failed to make diligent, good faith efforts to meet the goals set forth herein, the Arbitrator may award monetary damages to the City in such amounts as the Arbitrator determines to be appropriate, considering the nature, extent and wilfulness of Developer's failure. Developer shall have 60 days after the Arbitrator's award and prior to the effective date of the damage award in which to cure such failure. The Arbitrator may award the costs of the arbitration, including reasonable attorney fees, against the unsuccessful party to the arbitration. An Arbitrator's decision shall be final and binding upon enforceable in a court of competent jurisdiction. the parties and The decision of the Arbitrator in a proceeding brought under this provision shall plot prevent the City from bringing further proceedings under this provision arising from a continuing or different failure by Developer to use diligent, good faith efforts to achieve the goals set forth in Section 2.1; provided, however, the Arbitrator shall not make more than one award under this provision for the Developer's failure to use diligent good faith efforts arising from a particular set of facts. IN WITNESS WHEREOF, ROUSE-MIAMI, .INC., the sole general partner of BAYSIDE CENTER LIMITED PARTNERSHIP, has caused this Minority Participation Agreement to be iigned in its name by its Vice President and its corporate seal to be hereunto affixed, duly attested by its Assistant Secretary, and the CITY COMMISSION CO MIAMI has caused this Minority Participation Agreement to be signed by Randolph Rosencrantz, the City Manager, and duly attested to by alYh :I. Ongie, the City Clerk, an the day and year first hereinabove written. •. , BAYSIDE CENTER LIMITED PARTNERSHIP By: ROUSE-MIAMI, INC., general partner B S ee4V- TI, Assistant j' , Vice President Sec, - ry [Corporate Seal] ATTEST: THE CITY OF MIAMI, A MUNICIPAL CORPO- RATION OF THE STATE OF F IDA By: Ralph] C. Ongie, xt C erk _ ndo p,sencra • z, City a APPROVED . . 0 FOR CORRE SS: I LU i +RUC RTY CITY ATTORN 968F/440F 19 - RUG-19--1998 1?: 45 ,+r" 45E'LEGAL P . 0I2/ 12 l FIRST AVEMMENT TO MINORITY PARTICIPATIcN AGREENENT THIS FIRST *WENT TO MINORITY PARTICIPATION AGREEMENT ("this Agreement") made this 1 `day of October, 1985 by and between the CITY OF MIAMK, a municipal corporation of the State of Florida ("the City") acting by and though the CITY MANAGER ("the City Manager") and BAYSIDE CENTER LIMITED PARTNERSHIP, a Maryland limited partnership•("Developer"). WITNESSETH THAT SAS the City and Developer entered into a Minority Participation Agreement dated January 14, 1985 (the "Minority Participation Agreement") setting forth the Developer's obligations with regard to minority participation in a development project to be known as Bayside Specialty Center. WHEREAS City and Developer desire to amend the Minority Participation Agreement to clarify certain goals set forth therein, Now THEREFORE for and in consideration of Ten Dollars (51O.00) and other good and valuable consideration, the receipt and adequacy are hereby acknowledged the parties agree to amend the Minority Participation Agreement as follows: Section 1. Amendment, Add the following new paragraph at the end of Section 2.1 of the Minority Participation Agreement: "Developer agrees to exert diligent, good faith efforts consistent with reasonable bidding practices to generate bids from Minority Business Enterprises with a goal of achieving approximate dollar amount parity in the amount of Construction Contracts awarded pursuant to Section 2.1a above between Slack and Hispanic Minority Business Enterprises." Section 2. Defined Terms. All terms appearing in this Amendment In initial capitals shall have the same meaning as in the Minority Participation Agreement. • • • AUG-19-199e 17: 5 PfUSEJLEGAL P. 03/12 Section 3. Effect .of Amendment. This Amendment shall only be • effective Wien executed And delivered by both parties hereto,Excepted as otherwise modified by this Amendment, the Minority Participation Agreement shall remain in full force and effect. IN WITNESS WHEREOF, ROUSE-MIAM/, INC., the sole general partner of $AYSIOE CENTER LIMITED PARTNERSHIP, has caused this First Amendment To Minority Participation Agreement to be signed in its naie•by its Vice President and iits corporate seal to be hereunto affixed, duly attested by, its Assistant Secretary, and the CITY COMMISSION OF S AMI has•caused this First Amendment To Minority` Participation Agreement to be signed by Sergio Pereira, the City Manager, and duly attested to by Matti Hirai, the City Clerk, on the day and year first bereinabove written. ATTEST: Suzann Kir y , Secretary (Corporate Seal] . ATTEST: 12S1GJ500A SAYSIDE CENTER LIMITED PARTNERSHIP Sy: RWSE-MXAMI, INC., general partner • By: es den THE CITY OF MIAMI, A MUNICIPAL. CORPO- RATION OF • STATE OF FLORIDA :r:r: /7111" ,... ere ra, ty ger By: