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HomeMy WebLinkAboutBack-Up Documents - Draft MOUMEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF MIAMI AND THE UNDERLINE CONSERVANCY CONCERNING INVESTMENT IN THE UNDERLINE OPERATIONS, PROGRAMMING, MAINTENANCE AND MANAGEMENT This Memorandum of Understanding ("MOU") is entered into this day of , 2025 by and between the City of Miami, Florida ("City of Miami" or "Miami") and The Underline Conservancy, a 501(c)3 nonprofit organization (the "Conservancy"), Miami is referred to as a "Party." WHEREAS, Miami is a neighboring municipality located within Miami -Dade County that borders The Underline, an approximately 120-acre linear set of parcels of land adjacent to and below the existing Metrorail guideway, from the Miami River (Brickell area) to the Dadeland South Metrorail Station, portions of which lie in unincorporated Miami -Dade County, the City of Miami, the City of Coral Gables and the City of South Miami ("The Underline"); and WHEREAS, The Underline is being developed in three (3) phases and will transform the land adjacent to and below the Metrorail into a first-class, multimodal urban trail and park area, and once all -three (3) phases are completed, itvillh zami-Dade County s first mobility corridor uniting all modes of transportation enhancing accessibility to eight Metrorail stations within its path and four municipalities; and WHEREAS, regionally, The Underline will serve more than 125,000 residents within a 10-minute walk, will provide access to public transportation to one University and 24 schools, two hospitals, three urgent care facilities, four major malls and over 10,000 businesses; and WHEREAS, regionally, the 10-mile corridor, which will vary from 70 to 170 feet wide, will provide pedestrian and bicycle paths, improvements to over 30 intersections, access to public transportation, lighting, and recreational features that are planned to include butterfly gardens, playgrounds, exercise equipment, basketball and volleyball courts, soccer fields, picnic areas, dog parks and more; and WHEREAS, through a collaborative approach between the US Department of Transportation, the State of Florida, Miami Dade County, the City of Miami, the City of Coral Gables and private donors, The Underline secured funds to complete the construction of a 10-mile multimodal trail, linear park and open space, and WHEREAS, Phase 1 of The Underline, the Brickell Backyard, opened to the public on February 26, 2021 and is located between the Miami River and SW 13th Street, next to the Brickell Station; and WHEREAS, Phase 2 of The Underline, opened to the public on April 24, 2024, and consists of a 2.14-mile segment that connects SW 13 Street to SW 19 Avenue linking Phase 1 from the Miami River to the historic Roads, Shenandoah, and Silver Bluff neighborhoods in the City of Miami; and 1 WHEREAS, upon completion of segments 3 and 4 of Phase 3 in 2025, five miles of The Underline, from Miami River to Douglas Road will be in the City of Miami contributing to the community's safety, mobility, resilience, and economic development; and WHEREAS, Phase 3 of The Underline, consists of 7.36 miles connecting SW 19th Ave near the Vizcaya Metrorail station to the Dadeland South Metrorail station, and will be constructed and will connect to the neighboring municipalities as follows: City of Coral Gables total of three (3) miles from Douglas Road to Red Road, to open in 2025/2026; and the City of South Miami total one (1) mile from Red Road to SW 80th Street, to open in 2026; and WHEREAS, the Conservancy, with a public -private board composed of appointees from Friends of The Underline as well as publicly -appointed officials, manages all The Underline operations, maintenance and management, programs, and art, and when fully completed, will manage over 120 acres of mobility and park spaces along the 10-mile corridor; and WHEREAS, as the organization responsible for the operations, maintenance and management of The Underline, the Conservancy has developed a pro forma dependent upon contributions from both the private and public sectors, to be funded by Miami -Dade County, the City of Miami, and Friends of The Underline (non-profit); and WHEREAS, in recognition of The Underline's economic, environmental and social impact through the hundreds of jobs, 200+ free annual programs and 2 million + annual visitors, to the City of Miami, the Underline Conservancy requests support for ongoing programming, operations and management; and WHEREAS, the Proposed Funding Plan attached hereto as Exhibit "A" will commence in 2025 and extend through 2035 providing annual support toward the annual total estimated costs and expenses of operations (including programming and art), maintenance and management of The Underline (the "Total Expenses"); and WHEREAS, to ensure the long-term viability of this community mobility, resilience and economic resource, the City of Miami approves its support of The Underline a multimodal trail, linear park and resilience corridor commencing in 2025 through 2035, and find that the adoption of this MOU is in the best interest of the residents of Miami; and WHEREAS, the Conservancy wishes to approve this MOU and to leverage the City of Miami's contributions and those of other participating municipalities, Miami -Dade County and the Friends of The Underline, in addition to the substantial private fundraising and investment in community programming that The Conservancy and its private fundraising partners commit annually, all in accordance with the Proposed Funding Plan attached hereto as Exhibit "A". NOW, THEREFORE, the Parties agree as follows: 1. Recitals Adopted. The above recitals are true and correct and are incorporated herein by reference. 2 2. Term/Commencement Date. The term of this MOU shall be from the Effective Date through September 30, 2035, unless earlier terminated in accordance with Section 8. 3. Share of Total Expenses. The City of Miami agrees to its annual share of the Total Expenses, as set forth in the Proposed Funding Plan and subject to a 5 percent annual escalation attached hereto as Exhibit "A", subject to the annual budgeting, appropriation and approval of its governing body. 4. Invoice and Final Funding Plan Required for Each Fiscal Year. Prior to the commencement of Miami's Fiscal Year on October 1st, and commencing in 2025, the Conservancy shall prepare and send an invoice, final funding plan and budget for the upcoming fiscal year. The invoice shall include Miami's share of the Total Expenses for The Underline operations (including programming and art), maintenance, and management for the upcoming fiscal year The City of Miami shall pay its commitment within thirty (30) days of the comrnencement of the fiscal year (by October 30th). 5. Reporting on community impact: To ensure transparency and ongoing accountability, The Conservancy will provide Miami on an annual basis with a comprehensive overview of its cortnnwity'impot, including a detailed financial report, t t-al number of visitors,tot-al number of free programs, total number of individuals employed, environmental impacts, and other mutually agreed upon metrics. 6. Funding Obligations. Miami's obligation, provided it has been budgeted, appropriated, and approved by its governing body, shall be limited to its share of the Total Expenses, as invoiced by The Conservancy. Nothing in this MOU permits Miami to exercise any control over any of The Underline's operations, maintenance and management. Under no circumstance shall this MOU provide the basis for any claim that Miami is responsible or liable for The Underline's operations, maintenance and management, or are in any way responsible for the actions or inactions of the Conservancy, and for any claims based on the Conservancy's actions or inactions. The Conservancy shall be solely responsible for The Underline's operations, maintenance and management, and the distribution of all funding contributions from Miami. Under no circumstance shall this MOU provide the basis for Miami, or any other party or claimant, to make a claim against Miami or other party for indemnification. Nothing herein is intended to serve as a waiver of sovereign immunity by Miami nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this MOU or any other contract. Miami is subject to section 768.28, Florida Statutes, as may be amended from time to time. The provisions of this section shall survive termination of this MOU. 7. Operations, Programming, Maintenance and Management of the Underline by the Conservancy. On an annual basis in a timely manner, the Conservancy shall provide Miami a final funding plan and budget including all revenue sources and projected expenses for the 3 upcoming fiscal year. The Conservancy shall have sole responsibility to program, manage, operate, maintain, and keep in good repair The Underline facilities, and shall insure such facilities as necessary, provide adequate signage, promptly make repairs when necessary, and adopt best practices for ongoing operations, programming and maintenance. 8. Effective Date; Termination. This MOU shall become effective upon approval and execution by the Parties and shall continue in full force and effect until such time as it is terminated by any Party. Any Party may terminate this MOU upon thirty (30) days written notice to the other Parties. 9. Notices/Authorized Representatives. Any notices required by this MOU shall be in writing and shall be deemed to have been properly given if transmitted by hand -delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the Parties (or their successors) at the addresses listed on the signature page of this MOU or such other address as a Party may have designated by proper notice. 10. Entire Agreement/Modification/Amendment. This MOU contains the entire agreement of the Parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. No agent, employee, or other represenative of a Party is empowered to modify or amend -the terms of this MOU, unless executed with the same formality as this document. 11. Ownership and Access to Records and Audits. a. The Conservancy agrees to keep and maintain public records in the Conservancy's possession or control in connection with the Conservancy's performance under this MOU. The City Manager or designee shall, during the term of this MOU and for a period of three (3) years from the date of termination of this MOU, have access to and the right to examine and audit any records of the Conservancy involving transactions related to this MOU. The Conservancy additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. The Conservancy shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the MOU, and following completion of the MOU until the records are transferred to Miami. b. Upon request from Miami's custodian of public records, the Conservancy shall provide Miami with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. c. Unless otherwise provided by law, any and all records, including but not limited to reports, financial records, and other data and documents provided or created in connection with this MOU are and shall remain the property of the Parties. d. Upon completion of this MOU or in the event of termination by any Party, any and all public records relating to the MOU in the possession of the Conservancy shall be 4 delivered by the Conservancy to the City Manager, at no cost, within seven (7) days. All such records stored electronically by the Conservancy shall be delivered to Miami in a format that is compatible with Miami's information technology systems. Once the public records have been delivered upon completion or termination of this MOU, the Conservancy shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. e. The Conservancy's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this MOU by Miami. f. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE CONSERVANCY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSERVANCY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF EACH PARTY. CITY OF MIAMI: Custodian of Records: Mailing address: Telephone number: Email: 12. Nonassignability. This MOU shall not be assignable by the Conservancy unless such assignment is first approved by the City Manager. Miami is relying upon the apparent qualifications and expertise of the Conservancy, and such organization's familiarity with The Underline and the matters involved in this MOU. 13. Severability. If any term or provision of this MOU shall to any extent be held invalid or unenforceable, the remainder of this MOU shall not be affected thereby, and each remaining term and provision of this MOU shall be valid and be enforceable to the fullest extent permitted by law. 14. Independent Contractor. The Conservancy and its employees, volunteers, agents and subcontractors shall not be considered agents, employees or contractors of Miami, and are at all times acting independently and not as agents, employees or contractors of Miami with respect to all of the acts and services performed by and under the terms of this MOU. This MOU shall not in any way be construed to create an agency, partnership, association or any other kind of joint undertaking, enterprise or venture between the Conservancy and Miami. Miami maintains no control or direction over the Conservancy, or its operations, maintenance or management within The Underline. 5 15. Compliance with Laws. The Conservancy shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities in carrying out services under this MOU, and in particular shall obtain all required permits and approvals from all jurisdictional agencies to perform the services under this MOU at its own expense. 16. Waiver. The failure of any Party to this MOU to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this MOU shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 17. Survival of Provisions. Any terms or conditions of this MOU that require acts beyond the date of the term of the MOU, shall survive termination of this MOU, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by any party. 18. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of Florida, and venue for any dispute or litigation shall be in Miami -Dade County, Florida. 19. Costs. Each Party shall pay its own costs and expenses of any and all costs incidental to 11nreniat orby itaftl MOU. 20. Counterparts. This MOU may be executed in counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. [Remainder of page intentionally left blank; Signature pages follow.] 6 IN WITNESS WHEREOF, the Parties have executed this MOU as of the day and year written below their signatures. THE UNDERLINE MANAGEMENT ORGANIZATION, INC. d/b/a THE UNDERLINE CONSERVANCY, INC. A Florida 501(c)(3) not -for -profit corporation Date Executed: CITY OF MIAMI, FLORIDA, A Florida municipal corporation City Manager Date Executed: ATTEST: City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: City Attorney Addresses for Notice: City of Miami Attention: City Manager 444 Southwest 2nd Avenue, 10 Miami, Florida 33130 7 Telephone: Email: With a Copy To: City Attorney Telephone: Email: 8 EXHIBIT "A" PROPOSED FUNDING PLAN FY26 FY27 FY28 FY29 FY30 THE UNDERLINE CONSERVANCY PROJECTION Total Expenses (Estimated) I S 8,774,000 S 9,256,528 $ 9,778,900 I $ 10,393,345 Si 10,750,013 r PROPOSED FUNDING PLAN City of Miami* I S 1,575.000 $ 1,653,750 $ 1,736,438 I $ 1,823,259 I $ 1.914.422 '5d/ annual escalator included 9