HomeMy WebLinkAbout24591AGREEMENT INFORMATION
AGREEMENT NUMBER
24591
NAME/TYPE OF AGREEMENT
MIAMI-DADE COUNTY
DESCRIPTION
AMENDED & RESTATED MEMORANDUM OF
UNDERSTANDING/IMPACT FEE COLECTIONS &
DISTRIBUTION FOR THE UNDERLINE PROJECT/FILE ID:
12102/R-22-0291
EFFECTIVE DATE
July 12, 2023
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/5/2023
DATE RECEIVED FROM ISSUING
DEPT.
9/6/2023
NOTE
DOCUSIGN AGREEMENT BY EMAIL
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: City Manager's Office
DEPT. CONTACT PERSON: Melissa Fernandez-Stiers EXT. 305-250-5400
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Miami -Dade County
IS THIS AGREEMENT TO BE EXPEDITED/RUSH
TOTAL CONTRACT AMOUNT: $11,128,310.00
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
® YES NO
FUNDING INVOLVED? ZYES NO
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY): Amended and Restated Memorandum of Understanding
PURPOSE OF ITEM (BRIEF SUMMARY): Satisfy City of Miami funding commitment to The Underline
COMMISSION APPROVAL DATE: 07/28/2022 FILE ID: 12102 ENACTMENT NO: R-22-0291
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
August 22, 2023
PRINT:
I 14:13:46 EDT
SIGNATURE:
DocuSigned by:
5F6E831796C5495...
APPROVAL BY
DEPARTMENTAL DIRECTOR
August 25, 2023
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I 09:30:51 EDT
SIGNATURE:
DocuSigned by:
Li!tAk,-illittwit, S.
14 B A49 B 74 S 6644 9...
SUBMITTED TO
RISK MANAGEMENT
August 30, 2023
PRINT: VICTORIA MENDEZ
I 17:40:46 EDT
SIGNATURE:
,—DocuSigned
'—f-1 E1-90A[CFE0457...
by:
0—'/
SUBMITTED TO
CITY ATTORNEY
September 5,
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2023 I 07:41:54
SIGNATURE:
DT DocuSigned by:
UU pri�,p,
C9D2602B97E54D4...
APPROVAL BY
ASSISTANT CITY MANAGER
September 5,
PRINT: ART NORIEGA, V
2023 I 09:56:15 EDT
SIGNATURE:
,—DocuSigned by:
MLA)/ NOri
"-850CF6C372DD42A.
RECEIVED BY
CITY MANAGER
SUBMITTED TO THE CITY CLERK
September 5,
PRINT: TODD B. HANNON
2023 I 18:42:19 EDTrpocuSigned
by:
SIGNATURE:
`— E 46 D 7560 D C F 1459...
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
OFFICIAL FILE COPY
CLERK OF THE BOARD
OF COUNTY COMMISSIONERS
MIAMI-DADE COUNTY, FLORIDA
AMENDED AND RESTATED
MEMORANDUM OF UNDERSTANDING
This Amended and Restated Memorandum of Understanding (the "MOU") is entered
into this 12 day of July, 2023 ("Effective Date") by and between the City of Miami, a
municipal corporation of the State of Florida whose principal address is 444 Southwest 2nd
Avenue, loth Floor, Miami, Florida 33130 (the "City"); Miami -Dade County, a political
subdivision of the State of Florida, whose principal address is 111 NW 1st Street, Miami,
Florida 33128 (the "County") the following terms and conditions:
Recitals
WHEREAS, on March 23, 2017, the City of Miami City Commission adopted
Resolution No. 17-0143, approving a memorandum of understanding between the County
and City that was subsequently executed on November 6, 2017 (the "Initial MOU"),
providing funding in an amount up to Fifty Million Dollars ($50,000,000.00), subject to (i)
availability of the funding from City park impact fees; (ii) reduction of the funding based on
the County's receipt of funding from third parties; and (iii) reduction of funding based on
reduced project costs ("Absolute Commitment"); and
WHEREAS, on June 20, 2017, the Miami -Dade County Board of County
Commissioners adopted Resolution No. 641-17 approving the Initial MOU; and
WHEREAS, under the Initial MOU, the City has already contributed funding of
Three Million Eight Hundred Seventy -One Thousand Six Hundred Ninety Dollars
($3,871,690.00) to The Underline project (the "Contributed Funding"); and
WHEREAS, the terms and conditions of this MOU do not impact two previous
separate grant agreements which are (1) a grant in the amount of Two Hundred Thousand
Dollars ($200,000.00) from the City to the Parks Foundation of Miami -Dade County in
2015 for improvements to the Metrorail Right -of -Way for The Underline project (City
Resolution No. 15-0371), and (2) a grant not to exceed the amount of One Million Dollars
($1,000,000.00) from the City to the County for the funding of phase one of The Underline
project (City Resolution No. 15-0397), which contributions are not affected by this MOU
(together, the "Previous Funding Commitments"); and
WHEREAS, pursuant to City Resolution No. 22-0291, the City desires to continue
its commitment to facilitate the design, development, and enhancement of a ten (10) mile
long portion of land consisting of the Miami -Dade County Metrorail right of way from the
southern seawall of the Miami River to the Dadeland South Metrorail Station, in connection
with a series of multiple open space recreational areas, walkways, trails, and bikeways
projects collectively known as The Underline (hereinafter, "The Underline"); and
WHEREAS, rather than providing a grant for The Underline that is subject to reduction
as provided in the Initial MOU, the City desires to provide an amount certain and the
County desires to accept an amount certain, through a significant reduction from the
original Absolute Commitment, which funds shall be collected through the City's park
impact fees relating back to September 8, 2016, which is the date that the City Commission
passed Resolution No. 16-0409, and which may be used by the County for the Qualifying
Expenses defined herein; and
WHEREAS, as amended, the revised grant amount, exclusive of the Previous
Funding Commitments, is Fifteen Million Dollars ($15,000,000.00) less the Contributed
Funding. In the avoidance of doubt, therefore, the total amount owed by the City of Miami
to Miami -Dade County at this time of execution of this agreement is Eleven Million One
Hundred Twenty Eight Thousand Three Hundred Ten Dollar ($11,128,310.00) (the
"Grant"); and
WHEREAS, the City and County will have obtained as of the date hereof the
legislative, administrative, or other necessary approvals and authorizations to enter into this
MOU setting forth the County's and City's rights and obligations;
NOW, THEREFORE, in consideration of the mutual promises of the parties
contained herein and other good and valuable consideration, receipt and sufficiency of which
is hereby acknowledged, the City and the County agree as follows:
Terms and Conditions
1. Incorporation of Recitals: Effect on Other Agreements. Each of the
foregoing recitals are true and correct, incorporated herein by reference, and made a part
hereof.
a. Other Agreements. This MOU is intended to and shall amend, restate,
and supersede, in every respect, the Initial MOU, which shall be of no further force or effect;
no other agreement between the County and City shall be modified, superseded, or in any
other manner impacted by the approval of this MOU.
b. Compliance with Initial MOU. Each party acknowledges and agrees
that the other party has complied with the terms and conditions of the Initial MOU and that
(i) neither party thereto owes the other party any monetary amounts under the Initial MOU
and (ii) that neither party thereto shall have a claim against the other arising out of or
relating to the performance of any right or obligation under the Initial MOU.
2. Funding and Use of Grant. On the terms and conditions set forth herein and
the County's compliance with all of its obligations hereunder, the City hereby agrees to make
available to the County the Grant to be used for the design, development, and enhancement
of The Underline within the City's territorial boundaries.
a. Funding. The County acknowledging the City's prior contribution of
the Contributed Funds, the City shall provide the remainder of the Grant funds to the
County within thirty (30) days of the Effective Date of this MOU. The County shall be
required to deposit any such funds into a segregated account within the County's internal
finance system. The City represents and warrants that Grant funds will be provided to the
County from a funding source that shall not limit or compromise the County's ability to use
Page 2 of 8
M DC008
The Underline for public transportation purposes, including for the continued operation of
existing systems and services or for the future expansion of public transportation systems and
services.
b. Use of Grant. The Grant shall be expended on Qualifying Expenses
incurred in connection with the planning, design, development and enhancement of The
Underline within the City's territorial boundaries. For the purpose of this MOU, a Qualifying
Expense shall mean all planning, design, development and enhancement costs, including, for
example, the costs of land acquisition and development, expansion of existing surfaces,
surveying, site testing, construction, engineering, construction management and inspection,
and permitting. Qualifying Expenses shall specifically exclude costs related to the operation
and maintenance of The Underline, and costs associated with environmental remediation.
3. Grant Administration; Quarterly Reporting Requirements. The County
shall not require the City's approval before expending Grant funds that have been
transferred to the County pursuant to § 2(a), above. Notwithstanding the foregoing, the
County shall provide the City with a quarterly report detailing how the County has
expended Grant funds.
4. Term. The term of this MOU shall commence on the Effective Date and shall
conclude upon the earlier of:
a. The City's transfer of the full Grant amounts pursuant to § 2(a) of this
MOU; or
b. Except as provided in the last sentence of this paragraph, the issuance
of a notice of termination for default by any party, which shall be issued only in the event
of a material default of this MOU and only after sixty (60) days have elapsed from the
issuance of a notice of default identifying the default(s) to be relied upon in the notice of
termination. During the 60-day period, the party against whom default is alleged may cure
the alleged default, in which case the notice of termination shall not issue. If the alleged
default cannot be cured within the 60-day period, but the party against whom default is
alleged commenced efforts to cure the alleged default within the 60-day period, then a notice
of termination shall not issue as long as efforts to cure the default remain in progress; or
c. Except as provided in subsection (ii) of this paragraph, the issuance of
a notice of termination for convenience by any party to this MOU, which termination shall
be effective fifteen (15) days after its issuance. In the event of termination pursuant to this
subparagraph:
i. If by the City, the City shall be relieved of all obligations under
this MOU except those obligations that expressly survive the termination of this MOU;
provided, however, that the City shall not be entitled to reclaim funds previously transferred
to the County under § 2(a) of this MOU, provided that such funds are expended in
compliance with the restrictions set forth herein; or
ii. If by the County, until funds provided to the County in
Page 3 of 8
M DC009
accordance with § 2(a) are exhausted, the County shall continue to utilize such funds in
accordance with § 2(b) and provide the City with the quarterly reports required under §§ 2(a)
and 3. Upon exhaustion of such funds, the County shall be relieved of all obligations under
this MOU except those obligations that expressly survive the termination of this MOU.
5. Survival of Rights and Obligations / Representations and Warranties.
Termination of this MOU will not relieve any party of liability for any claim(s) against it that
arose before the termination of the MOU, including the obligation to indemnify in
accordance with § 11 of this MOU. The representation and warranty contained within § 2(a)
of this MOU shall continue indefinitely beyond the termination of this MOU. The City shall
have a continuing right to audit the County, solely to evaluate compliance with §§ 2(a) and
(b) and (3) for a period of four (4) years beyond the date of the final report provided by the
County to the City pursuant to §§ 2 (a) and (b) and 3.
6. Audit Rights. During the term of this MOU and upon reasonable notice, the
City shall have the right to conduct audits of all of the County's records pertaining to the
Grant and to visit any site on which Grant funds have been expended in order to conduct
monitoring and evaluation activities. Any monitoring and evaluation activities conducted by
the City shall be conducted at the City's own expense and without disruption to the County's,
and/or its affiliated entities' operations on said site. Any such site visits by the City shall be
coordinated in advance with the County and (as applicable) the construction contractor on
site.
7. Notice. All notices or other communications that may be given pursuant to
this MOU shall be in writing and delivered by electronic mail, personal service, or registered
mail to the address indicated for the particular party below. Such notice shall be considered
given on the day of e-mailing or personal service, or if by registered mail, five (5) days after
posting. It is understood and agreed that notice may be provided to the successor of any
officials listed below. If notice is:
To the City:
City Manager, City of Miami
444 Southwest 2nd Avenue, 10' Floor
Miami, Florida 33130
Attn.: Art Noriega, City Manager
AND
City Attorney, City of Miami
444 Southwest 2nd Avenue, Suite 915
Miami, Florida 33130
Attn.: Victoria Mendez, City Attorney
To the County:
Miami -Dade County Mayor's Office
111 Northwest 1st Street, 29th Floor
Miami, Florida 33128
Attn.: County Mayor
AND
Miami -Dade County Attorney
111 Northwest 1st Street. 28th Floor
Miami, Florida 33128
Attn.: County Attorney
8. Exclusive Remedies for Noncompliance. If the County expends the Grant for
a purpose other than as permitted by § 2(b) of this MOU, the City's sole and exclusive remedy
Page 4 of 8
M DC010
under this MOU shall be that the County shall be required to reimburse the City in the amount
of the improper expenditure(s). An expenditure shall be presumptively improper (subject to
rebuttal through evidence) if it is not accounted for in the reports provided by the County to
the City in compliance with and pursuant to §§ 2(a) and (b) and 3.
9. Liability of City. In the event of breach of this MOU by the City or the County
a party may only seek specific performance of this MOU and any recovery shall be limited
to the funding from the Grant pursuant to this MOU. In no event shall the City be liable to
the County for additional compensation, including consequential or incidental costs or
damages.
10. Marketing. In a manner that is commensurate with the amount of funds
provided by the City to the County pursuant to § 2(a) of this MOU, as reasonably determined
by the County, the County shall mention that the development of The Underline was
supported and funded by the City on all approved signage within the territorial limits of the
City, promotional media and brochures, publications and similar documents, or data
pertaining to the development of The Underline. The foregoing, however, shall not be
construed to require the County to erect signage specifically to recognize the City's
contributions under this MOU.
11. Indemnification.
a. By the County. The County does hereby agree to indemnify and hold
harmless the City to the extent and within the limitations of § 768.28, Fla. Stat., subject to
the provisions of that statute whereby the County 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
$200,000.00 from any and all personal or property damage claims, liabilities, losses, and
causes of action which may arise solely as a result of negligence of the County. Howe ver,
nothing herein shall be deemed to indemnify the City from any Liability or claim arising out
of the negligent performance or failure of performance of the City or any unrelated third party.
b. By the City. The City does hereby agree to indemnify and hold
harmless the County to the extent and within the limitations of § 768.28, Fla. Stat., subject
to the provisions of that statute whereby the City 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
$200,000.00 from any and all personal or property damage claims, liabilities, losses, and
causes of action which may arise solely as a result of negligence of the City. However,
nothing herein shall be deemed to indemnify the County from any liability or claim arising
out of the negligent performance or failure of performance of the County or any unrelated
third party.
12. Non-Delegability. The obligations of the County under this MOU shall not
be delegated or assigned to any other party without the City's prior written consent which
may be withheld by the City, in its sole discretion, for any or no reason whatsoever.
However, it is understood that the County will require the services of various contractors
and subcontractors to facilitate the creation and completion of The Underline. Nothing
herein shall be construed as prohibiting the County from contracting with others to facilitate
Page 5 of 8
M DC011
the design, development and enhancement of The Underline consistent with the restrictions
of the use of the Grant.
13. Amendments. No amendment to this MOU shall be binding on any party,
unless in writing and signed by the respective authorized representatives of the other parties.
14. Interpretation. This MOU shall be interpreted in accordance with the laws of
the State of Florida. Venue shall be in Miami -Dade County, Florida
a. Captions. The captions in this MOU are for convenience only and are
not a part of this MOU and do not in any way define, limit, describe or amplify the terms and
provisions of this MOU or the scope or intent thereof
b. Entire Agreement. This instrument constitutes the sole and only
agreement of the parties hereto relating to the Grant, and correctly sets forth the rights, duties,
and obligations of the parties. There are no collateral or oral agreements or understandings
between the City and the County relating to the MOU. Any promises, negotiations, or
representations not expressly set forth in this MOU are of no force or effect. This MOU shall
not be modified in any manner except by an instrument in writing executed by the respective
authorized representatives of the parties. The masculine (or neuter) pronoun and the singular
number shall include the masculine, feminine and neuter genders and the singular and plural
number. The word "including" followed by any specific item(s) is deemed to refer to examples
rather than to be words of limitation.
c. Construction. Should the provisions of this MOU require judicial or
arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing
the same shall not apply the assumption that the terms hereof shall be more strictly construed
against one party by reason of the rule of construction that an instrument is to be construed
more strictly against the party which itself or through its agents prepared same, it being agreed
that the agents of both parties have equally participated in the preparation of this MOU.
d. Covenants. Each covenant, agreement, obligation, term, condition or
other provision herein contained shall be deemed and construed as a separate and
independent covenant of the party bound by, undertaking or making the same, not dependent
on any other provision of this MOU unless otherwise expressly provided. All of the terms and
conditions set forth in this MOU shall apply throughout the term of this MOU unless
otherwise expressly set forth herein.
e. Conflicting Terms. In the event of conflict between the terms of this
MOU and any terms or conditions contained in any attached documents, the terms of this
MOU shall govern.
f. Waiver. No waiver or breach of any provision of this MOU shall
constitute a waiver of any subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless made in writing.
g. Severability. Should any provision contained in this MOU be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida, then such provision shall be deemed
modified to the extent necessary to conform with such laws, or if not modifiable to conform
with such laws, that same shall be deemed severable, and in either event, the remaining terms
Page 6 of 8
M DC012
and provisions of this MOU shall remain unmodified and in full force and effect.
h. Third -Party Beneficiaries. No provision of this MOU shall, in any
way, inure to the benefit of any third party so as to make such third party a beneficiary of this
MOU, or of any one or more of the terms hereof, or otherwise give rise to any cause of action
in any party not a party hereto.
15. Attorneys' Fees and Costs. In the event of any litigation between the parties
under this MOU, the parties shall bear their own attorneys' fees and costs at trial and appellate
levels.
16. Compliance with Federal, State, and Local Laws. The City, and the County
understand that this MOU is subject to certain federal, state, and local laws and regulations
pertaining to public records, conflicts of interest, record keeping, etc. and each agree to
comply with and observe all applicable laws, statutes, rules, regulations, codes, and
ordinances as such may be amended from time to time.
17. Counterparts and Electronic Signatures. This MOU may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, and
such counterparts shall together constitute but one and the same MOU. The parties hereto
shall be entitled to sign and transmit an electronic signature of this MOU (whether by
facsimile, PDF or other email transmission), which signature shall be binding on the party
whose name is contained therein. Any party providing an electronic signature agrees to
promptly execute and deliver to the other parties an original signed MOU upon request.
[Signature Page Follows]
Page 7 of 8
M DC013
IN WITNESS WHEREOF, I /we have hereunto set my/our hand(s) and seal(s)
this 12 day of June , 2023.
ATTEST:
M/e es
? t4 —0 '�o�;�Z i
COUNTY
iipi,�—r!rn®
S {� 'yk9,R10Y7 (q
ihrtt
Juan Fernandez-Barquin "•v/
Clerk of e ourt and Comptroller
7/12/2023
eputy Clerk Anthony Lavadie - e302751
ATTEST:
DocuSigned by:
E46D7560DCF1459...
DocuSigned by:
Todd Hannon, City Clerk
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
pDocuSigned by: DS
—
`—F1 EF90AF6FE0457...
Victoria Mendez, City Attorney
MIAMI-DADE COUNTY, FLORIDA
by its Board of County Commissioners
Dan�ella Levine Cava, Mayor
Jim y Morales, Chief Operations Officer
As to form and legal sufficiency:
MT e1
Gonzalez
Assistant County Attom
CITY OF MIAMI
DocuSigned by:
tAtAr Novi uy,
850CF6C372DD42A...
Art Noriega, City Manager
APPROVED AS TO RISK
MANAGEMENT REQUIREMENTS:
DocuSigned by:
alnin—Attkyit S
14BA49B74866449...
Anne Marie Sharpe, Risk Manager
Department of Risk Management
Page 8 of 8
M DC014
OFFICIAL FILE COPY
CLERK OF THE BOARD
OF COUNTY COMMISSIONERS
MIAMI-DADE COUNTY, FLORIDA
Date: May 16, 2023
M IAM I DADS
Memorandum COUNTY
To: Honorable Chairman Oliver G. Gilbert, III
and Members, Board of County Commissioners
From: Daniella Levine Cava ,( obis_
Mayors LX�
Subject: Resolution Approving and Authorizing the Execution of an Amended and
Restated Memorandum of Understanding with the City of Miami
Agenda Item No. 8(N)(4)
Resolution No. R-465-23
Executive Summary
This item seeks adoption by the Board of County Commissioners (Board) of a resolution
approving and authorizing the execution of an Amended and Restated Memorandum of
Understanding (MOU) between Miami -Dade County and the City of Miami for the City to
provide an additional $11,128,310, to the already contributed amount of $3,871,690, for a
total sum certain of $15,000,000 for The Underline.
On June 20, 2017, the Board adopted Resolution No. R-641-17. That resolution authorized
establishment of an initial MOU with the City of Miami, under which the City would
contribute funds to Phase II and III of the Underline Project, via park and mobility impact
fees from new development projects within 1,000 feet of The Underline. The 2017 MOU
stated that funding from the City would be up to a maximum amount of $50,000,000 as
available. However, no minimum funding amount was established in the MOU.
In subsequent conversations with City of Miami staff during advancement of the project,
County staff in the Department of Transportation and Public Works (DTPW) became aware
that the amount the City would be able to contribute would likely be approximately
$15,000,000, based on the rate of park and mobility impact fee collection in the area. DTPW
staff accordingly ensured that the Phase II and III project scope was designed to only
account for $15,000,000 from the City of Miami, to remain within the anticipated budget,
and have prepared an amended MOU that guarantees $15,000,000 in funds from the City
of Miami will be provided.
To date, $3,871,690 has been contributed by the City of Miami to the Underline Project.
Under the terms of the Amended and Restated MOU, the remaining contribution from the
City of Miami is to be offset by these previous contributions. Therefore, the Amended and
Restated MOU will result in the City's contribution of an additional $11,128,310, and a
total of $15,000,000 will be received from the City of Miami. These funds may be utilized
for capital expenses incurred in connection with The Underline Project.
Recommendation
It is recommended that the Board adopt the accompanying resolution, approving and
authorizing the County Mayor or County Mayor's designee to execute the Amended and
Restated MOU between the County and the City of Miami. Under the agreement, the City's
contribution to The Underline as set forth under Resolution No. 641-17 is revised to provide
M DC001
Honorable Chairman Oliver G. Gilbert, III
and Members, Board of County Commissioners
Page No. 2
a sum certain amount of $15,000,000, which is to be offset by previous contributions,
resulting in a contribution of $11,128,310.
Scope
This project area associated with the Amended and Restated MOU is in County
Commission Districts 5 and 7, which are represented by Commissioners Eileen Higgins and
Raquel A. Regalado, respectively. The Underline, however, is an asset of countywide
significance as it promotes connectivity to the entire transit system.
Delegation of Authority
The accompanying resolution authorizes the County Mayor or County Mayor's designee to
execute the Amended and Restated MOU, receive funds thereunder, and exercise all rights
contained therein, including any rights of termination and renewal.
Fiscal Impact/Funding Source
This Amended and Restated MOU will have a positive fiscal impact to the County. The
Amended and Restated MOU does not require matching funds from the County. Further,
by amending the existing MOU from a contingent amount (dependent on the City's
collection of impact fees) to a sum certain, this Amended and Restated MOU ensures that
the County can rely on the availability of $11,128,310 in City funds for capital expenses,
during the period in which portions of The Underline within the City's limits are under
construction.
CAPITAL CAPITAL BUDGET PROJECT # - ESTIMATE
BUDGET DESCRIPTION
PROJECTS: 2000000133 - THE UNDERLINE $11,128,310
Funding Years: FY 2022-2023 Adopted
Budget and Multi -Year Capital Plan,
Volume 2 — Transportation and Public Works
Track Record/Monitor
The Project Manager for The Underline is Irene Hegedus, Department of Transportation
and Public Works, Chief of Transportation Enhancements.
Background
On June 20, 2017, the Board adopted Resolution No. R-641-17 which authorized the County
Mayor or County Mayor's designee to enter a Memorandum of Understanding with the City
of Miami regarding funding for The Underline Project. That initial Memorandum of
Understanding set forth the City's commitment to set aside park and mobility impact fees
from new development projects within 1,000 feet of The Underline, up to $50,000,000, for
eligible expenses. Eligible expenses for which the City's contribution may be used included
the costs of land acquisition and development, expansion of existing surfaces, surveying,
site testing, construction, engineering, construction management and inspections, and
permitting; excluded expenses are costs associated with environmental remediation and
costs related to operations and maintenance.
M DC002
Honorable Chairman Oliver G. Gilbert, III
and Members, Board of County Commissioners
Page No. 3
The County's receipt of funding under that initial Memorandum of Understanding,
however, was contingent on the availability of funding based on the City's collection of
park and mobility impact fees. The Amended and Restated MOU (1) reduces the
$50,000,000 contingent sum from the initial Memorandum of Understanding and makes it
a $15,000,000 sum certain that is not dependent on the City's collection of park and mobility
impact fees; and (2) credits prior contributions against the $15,000,000 sum, such that the
resulting contribution from the City will be $11,128,310.
The construction of The Underline will improve connectivity to the transit system, creating
a mobility corridor that integrates all modes of transportation for safer accessibility to jobs,
businesses, schools, commercial centers, two major hospitals, key community destinations,
and 100,000 residents within a l0-minute walk.
Jimmy Morales
Chief Operations Officer
M DC003
MEMORANDUM
(Revised)
TO:
FROM:
Honorable Chairman Oliver G. Gilbert, III
and Members, Board of County Commissioners
onzon-Keenan
County Attorney
DATE: May 16, 2023
SUBJECT: Agenda Item No. 8(N)(4)
Please note any items checked.
"3-Day Rule" for committees applicable if raised
6 weeks required between first reading and public hearing
4 weeks notification to municipal officials required prior to public
hearing
Decreases revenues or increases expenditures without balancing budget
Budget required
Statement of fiscal impact required
Statement of social equity required
Ordinance creating a new board requires detailed County Mayor's
report for public hearing
No committee review
Applicable legislation requires more than a majority vote (i.e., 2/3's
present , 2/3 membership , 3/5's , unanimous , CDMP
7 vote requirement per 2-116.1(3)(h) or (4)(c) , CDMP 2/3 vote
requirement per 2-116.1(3)(h) or (4)(c) , or CDMP 9 vote
requirement per 2-116.1(4)(c)(2) ) to approve
Current information regarding funding source, index code and available
balance, and available capacity (if debt is contemplated) required
M DC004
Approved Mayor Agenda Item No. 8(N)(4)
Veto 5-16-23
Override
RESOLUTION NO. R-465-23
RESOLUTION APPROVING THE TERMS OF AND
AUTHORIZING THE COUNTY MAYOR OR COUNTY
MAYOR'S DESIGNEE TO EXECUTE AN AMENDED AND
RESTATED MEMORANDUM OF UNDERSTANDING
BETWEEN THE COUNTY AND THE CITY OF MIAMI FOR
THE CITY OF MIAMI TO PROVIDE A SUM CERTAIN TO THE
COUNTY OF $15,000,000.00 (LESS CREDITS FOR PRIOR
CONTRIBUTIONS) TO BE USED FOR ELIGIBLE EXPENSES
FOR THE UNDERLINE PROJECT; AUTHORIZING THE
COUNTY MAYOR OR COUNTY MAYOR'S DESIGNEE TO
EXECUTE THE AMENDED AND RESTATED
MEMORANDUM OF UNDERSTANDING, RECEIVE AND
EXPEND FUNDS, AND EXERCISE ALL RIGHTS CONTAINED
THEREIN, INCLUDING ANY RIGHTS OF TERMINATION
AND RENEWAL
WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying
memorandum, a copy of which is incorporated herein by reference,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board:
Section 1. Approves the Amended and Restated Memorandum of Understanding
between the County and City of Miami, in substantially the form attached hereto, for the City of
Miami to provide the County a sum certain of $15,000,000.00 (less credits for prior contributions,
as reflected in the accompanying memorandum) to be used for eligible expenses for The Underline
proj ect.
Section 2. Authorizes the County Mayor or County Mayor's designee to execute the
Amended and Restated Memorandum of Understanding, to receive and expend funds, and to
exercise all rights contained therein, including any rights of termination and renewal.
M DC005
The foregoing resolution was offered by Commissioner
Agenda Item No. 8(N)(4)
Page No. 2
Raquel A. Regalado
who moved its adoption. The motion was seconded by Commissioner Anthony Rodriguez
and upon being put to a vote, the vote was as follows:
Oliver G. Gilbert, III, Chairman aye
Anthony Rodriguez, Vice Chairman aye
Marleine Bastien aye Juan Carlos Bermudez aye
Kevin Marino Cabrera aye Sen. Rene Garcia aye
Roberto J. Gonzalez aye Keon Hardemon aye
Danielle Cohen Higgins aye Eileen Higgins absent
Kionne L. McGhee aye Raquel A. Regalado aye
Micky Steinberg absent
The Chairperson thereupon declared this resolution duly passed and adopted this 16th day
of May, 2023. This resolution shall become effective upon the earlier of (1) 10 days after the
date of its adoption unless vetoed by the County Mayor, and if vetoed, shall become effective
only upon an override by this Board, or (2) approval by the County Mayor of this resolution and
the filing of this approval with the Clerk of the Board.
Approved by County Attorney as
to form and legal sufficiency.
Miguel A. Gonzalez
MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY COMMISSIONERS
LUIS G. MONTALDO, CLERK AD INTERIM
By:
Basia Pruna
Deputy Clerk
M DC006
City of Miami
Master Report
Enactment Number: R-22-0291
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 12102 File Type: Resolution Status: ADOPTED
Revision: Controlling Body: City Commission
File Name: Auth. City Manager - Impact Fee Collection and Introduced: 6/9/2022
Distrib.
Requesting Dept: Commissioners and Mayor Final Action Date: 7/28/2022
Title: A RESOLUTION OF THE MIAMI CITY COMMISSION CONFIRMING THAT THE
OPERATIVE DATE TO BEGIN IMPACT FEE COLLECTIONS AND THE DISTRIBUTION
OF SAID FUNDS FOR THE UNDERLINE PROJECT, PURSUANT TO RESOLUTION
NO. R-17-0143, IS SEPTEMBER 8, 2016; AUTHORIZING THE CITY MANAGER TO
AMEND THE FIFTY MILLION DOLLAR ($50,000,000.00) FUNDING CAP DESCRIBED
IN RESOLUTION NO. R-17-0143 AND IN THE MEMORANDUM OF UNDERSTANDING
DATED NOVEMBER 6, 2017 BETWEEN THE CITY OF MIAMI AND MIAMI-DADE
COUNTY ("COUNTY"), IN ORDER TO REDUCE SAID DOLLAR FIGURE FROM FIFTY
MILLION DOLLARS TO FIFTEEN MILLION DOLLARS ($15,000,000.00), WHICH
AMOUNT SHALL BE PAYABLE IMMEDIATELY UPON EXECUTION OF SUCH
AMENDMENT IN WRITING, SUBJECT TO THE LEGALLY -NECESSARY COUNTY
APPROVALS AND THE AVAILABILITY OF FUNDS; AUTHORIZING THE CITY
MANAGER TO MAKE ANY LAWFUL CHANGES IN ORDER TO ADJUST, AMEND,
BUDGET, AND APPROPRIATE THE CITY'S ADOPTED CAPITAL PLAN FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 2022, AS AMENDED, IN ORDER TO
EFFECTUATE THE PURPOSE OF THIS RESOLUTION; FURTHER AUTHORIZING
THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL AMENDMENTS
NECESSARY TO THE RELEVANT AGREEMENTS AND/OR MEMORANDUM(S) OF
UNDERSTANDING RELATING TO THE UNDERLINE PROJECT, ALL IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, TO REFLECT THE PROVISIONS OF THIS
RESOLUTION.
Sponsor(s): Mayor Francis X. Suarez, Commissioner Manolo Reyes
Notes:
Links:
Attachments: 12102 Back -Up Documents (PDF)
History of Legislative File:
Revision: Acting Body: Date: Action: Result:
Legislative Division 7/13/2022 Legislative Division Review Completed
Marie Gouin 7/19/2022 Budget Review Completed
Richard Appleton 7/19/2022 ACA Review Completed
Victoria Mendez 7/19/2022 Approved Form and Completed
Correctness
City Commission 7/28/2022 Meeting Completed
City Commission 7/28/2022 ADOPTED Passed
Mayor's Office 8/5/2022 Signed by the Mayor Completed
City Clerk's Office 8/5/2022 Signed and Attested by the City Completed
Clerk
City of Miami Page 1 of 2 Printed on: 8/15/2023
City Clerk's Office
City of Miami
Master Report
Enactment Number: R-22-0291
8/5/2022 Rendered
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
Completed
City of Miami Page 2 of 2 Printed on: 8/15/2023
City of Miami
Resolution R-22-0291
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 12102 Final Action Date: 7/28/2022
A RESOLUTION OF THE MIAMI CITY COMMISSION CONFIRMING THAT THE
OPERATIVE DATE TO BEGIN IMPACT FEE COLLECTIONS AND THE
DISTRIBUTION OF SAID FUNDS FOR THE UNDERLINE PROJECT,
PURSUANT TO RESOLUTION NO. R-17-0143, IS SEPTEMBER 8, 2016;
AUTHORIZING THE CITY MANAGER TO AMEND THE FIFTY MILLION
DOLLAR ($50,000,000.00) FUNDING CAP DESCRIBED IN RESOLUTION NO.
R-17-0143 AND IN THE MEMORANDUM OF UNDERSTANDING DATED
NOVEMBER 6, 2017 BETWEEN THE CITY OF MIAMI AND MIAMI-DADE
COUNTY ("COUNTY"), IN ORDER TO REDUCE SAID DOLLAR FIGURE FROM
FIFTY MILLION DOLLARS TO FIFTEEN MILLION DOLLARS ($15,000,000.00),
WHICH AMOUNT SHALL BE PAYABLE IMMEDIATELY UPON EXECUTION OF
SUCH AMENDMENT IN WRITING, SUBJECT TO THE LEGALLY -NECESSARY
COUNTY APPROVALS AND THE AVAILABILITY OF FUNDS; AUTHORIZING
THE CITY MANAGER TO MAKE ANY LAWFUL CHANGES IN ORDER TO
ADJUST, AMEND, BUDGET, AND APPROPRIATE THE CITY'S ADOPTED
CAPITAL PLAN FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2022, AS
AMENDED, IN ORDER TO EFFECTUATE THE PURPOSE OF THIS
RESOLUTION; FURTHER AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE ANY AND ALL AMENDMENTS NECESSARY TO
THE RELEVANT AGREEMENTS AND/OR MEMORANDUM(S) OF
UNDERSTANDING RELATING TO THE UNDERLINE PROJECT, ALL IN A
FORM ACCEPTABLE TO THE CITY ATTORNEY, TO REFLECT THE
PROVISIONS OF THIS RESOLUTION.
SPONSOR(S): Mayor Francis X. Suarez, Commissioner Manolo Reyes
WHEREAS, the City Commission adopted Resolution No. R-17-0143 on March 23,
2017, which, among other things, rescinded Resolution No. R-16-0409; and
WHEREAS, Resolution No. R-17-0143 stated that its adoption did "not affect any prior or
ongoing collections or allocations of park impact fees for The Underline project subsequent to
the dates of passages of Resolution No. R-15-0397, adopted September 10, 2015, and
Resolution No. 16-0409, adopted September 8, 2016"; and
WHEREAS, pursuant to Resolution No. R-17-0143, the City of Miami ("City") and Miami -
Dade County ("County") entered into a memorandum of understanding on November 6, 2017
("Underline MOU"); and
WHEREAS, the County has requested that the fifty million dollar ($50,000,000.00)
funding cap described in Resolution No. R-17-0143 and in the Underline MOU, be reduced to
fifteen million dollars ($15,000,000.00), which shall be payable immediately upon the execution
City of Miami Page 1 of 3 File ID: 12102 (Revision:) Printed On: 8/15/2023
File ID: 12102 Enactment Number: R-22-0291
of an amendment in writing, subject to the availability of funds and subject to the legally -
necessary County approvals; and
WHEREAS, the City Commission confirms that the operative date to begin impact fee
collections and the distribution of said funds for The Underline project, pursuant to Resolution
No. R-17-0143, is September 8, 2016, which is the date that the City Commission passed
Resolution No. R-16-0409; and
WHEREAS, the City Commission authorizes the City Manager to amend the fifty million
dollar funding cap described in Resolution No. R-17-0143 and in the Underline MOU, in order to
reduce said dollar figure from fifty million dollars ($50,000,000.00) to fifteen million dollars
($15,000,000.00), subject to the availability of funds and subject to the legally -necessary County
approvals; and
WHEREAS, except as described herein, there are no other modifications to Resolution
No. R-17-0143 and the Underline MOU; and
WHEREAS, this Resolution confirms that the City has already paid the County three
million eight hundred seventy one thousand six hundred ninety dollars ($3,871,690.00),
pursuant to Resolution No. R-17-0143, for The Underline project so the remaining amount that
is payable by the City immediately upon the execution of the amendment in writing is eleven
million one hundred twenty eight thousand three hundred ten dollars ($11,128,310.00); and
WHEREAS, in the avoidance of doubt, the City has made separate and distinct
payments to The Underline project in the form of a grant in the amount of two hundred thousand
dollars ($200,000.00) from the City to the Parks Foundation of Miami -Dade County in 2015 for
improvements to the Metrorail right-of-way, and a grant in the amount of one million dollars
($1,000,000.00) from the City to the County for the funding of phase one of The Underline
project, for a total amount of one million two hundred thousand dollars ($1,200,000.00) ("Total
Amount"), which Total Amount is not counted in the three million eight hundred seventy one
thousand six hundred ninety dollars ($3,871,690.00); and
WHEREAS, the City Manager is authorized to make any lawful changes in order to
adjust, amend, budget, and appropriate the City's adopted capital plan for the fiscal year ending
September 30, 2022, as amended ("Capital Plan"), in order to effectuate the purpose of this
Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The City Commission confirms that the operative date to begin impact fee
collections and the distribution of said funds for The Underline project, pursuant to Resolution
No. R-17-0143, is September 8, 2016.
Section 3. The City Manager is authorizedi to amend the fifty million dollar
($50,000,000.00) funding cap described in Resolution No. R-17-0143 and in the Underline
MOU, in order to reduce said dollar figure from fifty million dollars to fifteen million dollars
($15,000,000.00), which amount shall be payable immediately upon the execution of the
City of Miami Page 2 of 3 File ID: 12102 (Revision:) Printed on: 8/15/2023
File ID: 12102 Enactment Number: R-22-0291
amendment in writing, subject to the legally -necessary County approvals and the availability of
funds.
Section 4. The City Manager is authorized' to make any lawful changes in order to
adjust, amend, budget, and appropriate the Capital Plan, in order to effectuate the purpose of
this Resolution.
Section 5. The City Manager is authorized' to negotiate and execute any amendments
necessary to the relevant agreements and/or memorandum(s) of understanding relating to The
Underline project, all in forms acceptable to the City Attorney, to reflect the provisions of this
Resolution.
Section 6. This Resolution shall become effective immediately upon adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
ndez, City ttor ey 7/19/2022
1 The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to those prescribed by applicable City Charter and City Code
provisions.
2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 3 of 3 File ID: 12102 (Revision:) Printed on: 8/15/2023
Olivera, Rosemary
From: Fernandez-Stiers, Melissa
Sent: Wednesday, September 6, 2023 12:18 PM
To: Lee, Denise; Olivera, Rosemary; Ewan, Nicole; Hannon, Todd
Cc: Gomez, Marta; Alban, Xavier E.
Subject: Amended and Restated Underline MOU 2023
Attachments: Complete_with_DocuSign_Amended_and_Restated_Underline MOU 2023.pdf
Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original
agreement for your records.
Thank you,
Melissa Fernandez-Stiers, Esq.
Chief of Staff to the City Manager
3500 Pan American Drive
Miami, FL 33133
Tel: 305-250-5400
Email: MFStiers@miamigov.com
i