HomeMy WebLinkAboutExhibit CMEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE PUBLIC HEALTH TRUST
OF MIAMI-DADE COUNTY AND THE CITY OF MIAMI
THIS MEMORANDUM OF UNDERSTANDING ("MOU") made and entered into this day
of , 2019, by and between the PUBLIC HEALTH THE TRUST OF MIAMI-
DADE COUNTY, FLORIDA, an agency and instrumentality of Miami -Dade County, which
operates, maintains and governs Jackson Memorial Hospital and other designated facilities (
the "TRUST") and the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of
Florida, in the county of Miami -Dade, (the "CITY"); and
WHEREAS, Miami -Dade County is the fee owner(s) of a certain proposed plat of a
subdivision to be known as "Jackson Memorial Medical Center" (the "PLAT") with the
street address as follows: 1611 NW 12th Avenue, Miami, Florida 33136 (the "PROPERTY"),
attached as Exhibit "A"; and
WHEREAS, pursuant to Chapter 25A of the Code of Miami -Dade County, the TRUST
has been delegated plenary authority to operate, maintain and govern the PROPERTY; and
WHEREAS, that on April 18, 2017, the Board of County Commissioners of Miami -Dade
County passed and adopted Resolution No. R-410-17, authorizing the TRUST to seek
approval of the replat of the PROPERTY, including authorizing the President of the TRUST to
take any and all actions necessary to accomplish the replatting of the Property; and
WHEREAS, the TRUST and the CITY seek to comply with Section 55-12 of the Code of
the City of Miami, Florida, as amended ("City Code"), by constructing, or causing to have
construct, certain improvements described in EXHIBIT "B" (the "IMPROVEMENTS"),
pursuant to the terms of this MOU; and
WHEREAS, the TRUST asks to be relieved of the obligation to construct the
IMPROVEMENTS at this time, and in consideration of the forbearance of CITY, the TRUST
agrees with CITY to share in the cost of the IMPROVEMENTS as follows; and
WHEREAS, the CITY and TRUST seek to comply with Section 54-46 of the City Code
by having this MOU serve as the "suitable agreement entered into ... with the director of
public works on behalf of the city ..." for the IMPROVEMENTS in connection with the
replatting of the PROPERTY;
NOW, THEREFORE, in consideration of the premises herein set out and for other good
and valuable consideration, the TRUST and the CITY hereby agree as follows:
1. PLANS. The TRUST agrees to obtain at its sole cost and expense final plans for the
construction of the IMPROVEMENTS. Preliminary plans for the IMPROVEMENTS are
attached hereto as part of EXHIBIT "B". Final plans shall be delivered, conveyed and/or
assigned to the CITY on or before March 29, 2019.
2. COST OF CONSTRUCTION. Upon receipt of the final plans, the CITY, pursuant to
the procurement process that it deems appropriate per Chapter 18, Article III of the City
Code, shall obtain the costs for completion of the construction of the IMPROVEMENTS and
shall notify the TRUST of such cost for review by the TRUST. The TRUST shall have thirty
(30) days to review the cost and to advise the CITY of its approval or objection thereto, and
the basis of objections if that be the case.
3. TRUST PAYMENT. Within ninety (90) days of receipt of the costs, review and
approval, the TRUST shall pay to the CITY the lesser of 50% of such costs or $500,000,
provided, however, that the TRUST's maximum obligation shall not exceed $500,000. The
payment hereunder and delivery of the final plans shall be the TRUST's sole obligation. The
CITY shall then be obligated to complete the construction of the IMPROVEMENTS. The
IMPROVEMENTS shall be constructed, or caused to be constructed, within one (1) year from
the acceptance of the PLAT by the City Commission for the PROPERTY unless extended in
writing by the Director of the Department of Resilience and Public Works with a copy sent
by U.S. Mail or hand delivery to the President of the Trust.
4. WAIVER OF SURETY. Pursuant to Section 54-46(6) of the City Code, a bond,
irrevocable letter of credit, or other surety is hereby waived as the TRUST is a governmental
entity.
5. RECORDATION OF PLAT. Pursuant to Section 54-46(4) of the City Code, the
TRUST and CITY intend this MOU to be the agreement required to accompany the PLAT
related to construction of the IMPROVEMENTS. Should the PLAT not be accepted by the City
Commission or the application for the PLAT is withdrawn by the TRUST, this MOU shall
automatically terminate provided however that the indemnification provisions found herein
shall survive the termination of the MOU.
6. INDEMNIFICATION AND HOLD HARMLESS. To the extent permitted by Florida
Law, and subject to the limited waiver of sovereign immunity specified in Chapter 768, F.S.,
the TRUST shall indemnify, defend, and hold harmless the CITY and all of its officers, agents
and employees from any claim, loss, damage cost, charge, or expense arising out of any act,
error, omission, or negligent act by the TRUST, its agents, employees, or the general public
during the performance of this MOU.
To the extent permitted by Florida Law, and subject to the limited waiver of
sovereign immunity specified in Chapter 768, F.S., the CITY shall indemnify, defend, and
hold harmless the TRUST and all of its officers, agents and employees from any claim, loss,
damage cost, charge, or expense arising out of any act, error, omission, or negligent act by
the CITY, its agents, employees, or the general public during the performance of this MOU.
IN WITNESS WHEREOF, the TRUST and the CITY have caused these presents to be
executed and signed the date and year first above set forth.
PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, an agency and instrumentality of
Miami -Dade County:
By:
Carlos A. Migoya
President and CEO
CITY OF MIAMI, a municipal corporation of the State of Florida:
By:
By:
Emilio T. Gonzalez
City Manager
Alan Dodd
Director of Public Works
ATTEST
By:
APPROVED AS TO LEGAL FORM AND
SUFFICIENCY:
By:
Todd B. Hannon
City Clerk
Victoria Mendez
City Attorney
EXHIBIT "A" - TENTATIVE PLAT OF JACKSON MEMORIAL MEDICAL CENTER
EXHIBIT "B" - IMPROVEMENTS