HomeMy WebLinkAbout23965AGREEMENT INFORMATION
AGREEMENT NUMBER
23965
NAME/TYPE OF AGREEMENT
TOWN SQUARE NEIGHBORHOOD DEVELOPMENT
CORPORATION
DESCRIPTION
2ND AMENDMENT TO MEMORANDUM OF
UNDERSTANDING/EXTEND PARTNERSHIP IN RELATION TO
THE 1-395 UNDERDECK/FILE ID: 10582/R-21-0386/MATTER ID:
22-189
EFFECTIVE DATE
June 24, 2022
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
6/24/2022
DATE RECEIVED FROM ISSUING
DEPT.
6/24/2022
NOTE
DOCUSIGN AGREEMENT BY EMAIL
DocuSign Envelope ID: BCOFE8BD-017C-4CB1-B9E5-CC0A783457E3
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Department of Real Estate and Asset Management
DEPT. CONTACT PERSON: Danny Lozano, Property Mgmt. Specialist EXT. 1469
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Town Square
1S THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO
TOTAL CONTRACT AMOUNT: N/A FUNDING INVOLVED? ❑ YES ® NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER: Amendment to Memorandum of Understanding (MOU).
PURPOSE OF ITEM (BRIEF SUMMARY): Fully execute Second Amendment to MOU between City and
Town Square by 7/01/2022 deadline to extend partnership with Town Square's stakeholders in relation
to the I-395 Underdeck.
COMMISSION APPROVAL DATE: 9/23/2021
FILE ID: 10582 ENACTMENT NO.: R-21-0386
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
1
Date
PLEASE PRINT AND SIGN
ROUTING INFORMATION
APPROVAL BY DEPARTMENTAL DIRECTOR (DREAM)
June 22, 2022 I 08:19:16
EDT
PRINT: JACQU
SIGNATURE:
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SUBMITTED TO RISK MANAGEMENT
June 22, 2022 I
08:35:23 EDT
PRINT: ANN-MAItZAIMPE
SIGNATURE:
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SUBMITTED TO CI
Matter No. 22-189•
Y I-TORNEY
(J June 24, 2022 I 06:19:02
EDT
PRINT: VICTORIA
SIGNATURE:
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by:
APPROVAL BY ASSISTANT CITY MANAGER
PRINT:
SIGNATURE:
RECEIVED BY CITY MANAGER
June 24, 2022 I 09:50:43
EDT
PRINT: ART
SIGNATURE:
NORIEGA
,—DocuSigned by:
Ara' NoneSs.
-850CF6C372DD42A...
ATTESTED BY CITY CLERK
June 24, 2022 I 11:59:08
EDT
PRINT: TODD
B. HANNON
,—DocuSigned by:
SIGNATURE:
'
"- E46D7560DCF1459...
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
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SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING
THIS SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING
("Amendment") is entered into as of u n e 24 , 2022 ("Effective Date"), by and between
the CITY OF MIAMI, a Florida municipal corporation ("CITY") and the Town Square
Neighborhood Development Corporation, a Florida Not For Profit corporation ("TSNDC")
(collectively, the City and the TSNDP_ hall_bereferred_to_ as the "Parties'2_and_individually_as
"Party").
RECITALS
A. The Parties entered into that certain Memorandum of Understanding, dated December 3,
2021 ("MOU") as amended by that certain First Amendment to the MOU with an effective date
of March 29, 2022 ("First Amendment").
B. As used in this Amendment, except as may otherwise be provided herein, all
capitalized terms which are defined in MOU shall have the same meaning herein as therein, all
of such terms and their definitions being incorporated herein by reference.
C. The Parties desire to amend the MOU to reflect revisions, as further set forth below. The
MOU and this Amendment shall be interpreted consistently with each other, except to the extent
there are any conflicts, in which case the terms of this Amendment shall supersede and govern.
NOW, THEREFORE, the Parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this
Amendment by this reference.
2. Term. Section 9 of the MOU shall be revised as follows:
The term of MOU shall be extended until July 1, 2023, unless otherwise extended or
earlier terminated as provided in the MOU.
3. Stakeholder Engagement and Branding. The deadline of Section 2 and Section 3 of the
Second Amendment of the MOU shall be revised as follows:
The deadline of Section 2.1 and Section 8 of the MOU as amended and included in the
First Amendment of the MOU shall be extended to, on or before, May 2, 2023.
4. Modifications. Except as modified or amended by this Amendment, the Parties hereby
ratify and confirm the MOU in all respects, and the same shall remain in full force and effect and
be binding on the Parties in accordance with its terms. No additions or modifications of any term
or provision of this Amendment shall be effective unless set forth in writing, signed by the Party
against whom enforcement of such addition or modification is sought.
5. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute one and the same
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instrument. Facsimile, .pdf and other electronic signatures to this Amendment shall have the
same effect as original signatures.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
24 day of June , 2022.
FOR CITY:
ATTEST:
By:
DocuSigned by:
r
DocuSigned by:
E46D7560DCF1459...
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
DocuSigned by:
27395C6318214F7
Ann -Marie Sharpe, Director
Risk Management Department
CITY OF MIAMI, a municipal corporation
FOR TSNDC:
TOWN SQUARE NEIGHBORHOOD
DEVELOPMENT CORPORATION,
a Florida Not For Profit corporation,
By:
of the State of Florida
DocuSigned by:
BY: L_asnrFSC37 Dfl12e
Arthur Noriega V
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
By:
DocuSigned by: —AIQ
`— F1 FF9OAF6FE0457
Victoria Mendez os
City Attorney
22-189
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MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into on the 3 day of
December, 2021 ("Effective Date"), by and between the City of Miami, a municipal corporation
of the State of Florida ("City"), and the Town Square Neighborhood Development Corporation, a
Florida Not For Profit corporation ("TSNDC") (collectively, the City and the TSNDC shall be
referred to as the "Parties" and individually as "Party").
RECITALS
WHEREAS, the Florida Department of Transportation ("FDOT") has jurisdiction over I-395
and is undertaking a project which includes the development of a bridge over Biscayne Boulevard
(sometimes referred to as the "Signature Bridge"), community enhancements located underneath
I-395 (the "Underdeck"), and highway capacity improvements that are intended to improve safety
and mobility; and
WHEREAS, the City and the FDOT entered into that certain Memorandum of
Understanding, dated April 4, 2019, to outline their expectations as to their respective roles and
responsibilities regarding the design, maintenance and operation of the Underdeck; and
WHEREAS, the City and the FDOT subsequently entered into that certain Second
Memorandum of Understanding, dated August 14, 2020 ("MOU 2"); and
WHEREAS, the City and the FDOT intend to create an active environment for the
Underdeck, consistent with a consensus plan which would represent the agreed -upon conceptual
plan for the Underdeck as agreed and defined within said MOU 2 ("Consensus Plan"): and
WHEREAS, the City has engaged the community and stakeholders to work cooperatively
toward these goals in furtherance of the Underdeck project: and
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WHEREAS, one of the groups from which the City has received input is the adhoc
Underdeck Advisory Board ('`UAB") established by concerned community stakeholders; and
WHEREAS, the UAB secured a Knight Foundation matching Grant to engage community
members in the planning process; and
WHEREAS, as evidenced by the award letter in Appendix 2, the grant is a $200,000
match grant and the match is being raised by the USAG referred to below; and
WHEREAS, the UAB sought a participating non-profit organization to house the funding
and incubate the UAB through the planning process; and
WHEREAS, TSNDC was represented on the UAB and was an entity willing to serve as the
non-profit organization furthering the goals of the UAB through the planning process of the
Underdeck; and
WHEREAS, the TSNDC Board Meeting approved on 14 day of August, 2020 the formation
of the Underdeck Subcommittee Advisory Group (hereinafter referred as "USAG") to promote
and engage the community in support of the Underdeck project; and
WHEREAS, the UAB secured a grant agreement in favor of TSNDC from the John S. and
James L. Knight Foundation to engage community members in the planning process ("Grant");
and
WHEREAS, as evidenced by the award letter attached and incorporated as Appendix 2,
the Grant is a two hundred thousand dollar ($200,000) match grant and the match is being raised
by the USAG; and
WHEREAS, the parties intend to work in good faith to develop a mutually agreeable
framework for the design, implementation, operation, maintenance, programming and
management of the Underdeck under a to -be -formed not -for -profit corporation (hereinafter
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referred to as the "TSNDC Assignee") in accordance with Section 15 of this MOU All references
herein to "TSNDC" shall be deemed to refer to TSNDC Assignee from and after such assignment;
and
WHEREAS, the Parties understand that there are various obligations and financial
commitments necessary to operate a world class Underdeck, and that maintenance funds are far
more difficult to secure in light of the recent global pandemic. Accordingly, it is the intent of the
Parties to explore the methods of sharing the responsibility to maintain and operate the Underdeck,
and to negotiate and develop a mutually agreeable formal agreement to carry out the provisions of
this MOU subject to the terms and conditions contained herein ("Management Agreement");
NOW, THEREFORE, the Parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and made a part hereof.
Stakeholder Engagement. Appendix 1, attached and incorporated hereto, details the
manner in which the parties anticipate stakeholders will be engaged and will contribute through
the USAG and how USAG will collaborate with the City. Such Appendix 1 may be modified by
mutual agreement of the parties, subject to the terms contained herein. The recommendations and
deliverables that emerge from this MOU will need to be finalized and transmitted to the City for
approval by the City's governing body (the "City Commission"). The final recommendations will
also be subject to approval by the USAG Executive Committee. As noted in Appendix 1, the
Executive Committee will be made up of:
• The Chair of TSNDC or a person designated by such Chair
• The Chair of the USAG
• One Designee each from City Commission Districts 1, 2 and 5
• One Designee from the City of Miami Mayor
• One Designee from the City Manager
• USAG Working Group Chairs
• One Additional representative from each working group selected by their membership.
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3. City Participation. Beyond participating in the Executive Committee, the City Manager
may designate an appropriate City administration representative(s) to participate in each of the five
working groups, as shown in Appendix 1 and City Commission may identify up to five (5)
individuals to participate in the working groups that will be established by USAG.
4. Governance. Project Management. and Strategic Oversight. The Parties intend to develop
an operational management plan based upon a mutually agreeable governance model with the goal
of negotiating and executing the Management Agreement, subject to City Commission approval,
within ninety (90) days after the execution of a Memorandum of Lease Agreement between the
City and the FDOT.
5. Construction. Operations. & Maintenance. The Parties shall collaborate in the review
and implementation of a coordinated plan that will identify the proposed funding streams to cover
the costs of capital, development, operation and maintenance of the Underdeck and its components
with the goal of implementing the Consensus Plan.
6. Stakeholder Awareness. Education, & Engagement. USAG hereby agrees to disseminate
information, promote, identify, and engage, including but not limited to, community stakeholders,
City agencies, homeowners associations, and advisory groups to actively participate in project
events and in the USAG board meetings, or the appropriate subcommittees, to ensure wide
stakeholders and community representation in the development of the Consensus Plan and in any
activities related to the Underdeck. USAG shall also be responsible for the dissemination of
information to the City related to the progress of USAG's efforts and responsibilities stipulated
under in this section and MOU. The engagement of such civic -minded individuals and/or
organizations shall also include efforts to raise funds from sponsorships, philanthropic
contributions, and donations to help support the maintenance and operation of the Underdeck.
7. Funding Strategies. Based upon the cost estimates of the Consensus Plan, the Parties will
collaborate to define the capital, development, operational, and maintenance budgets to guide
minimum funding requirements. The Parties agree to identify strategies to obtain potential funding
opportunities, including, but not limited to: (1) government funding streams and similar revenue
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sources, such as special taxing districts; (2) designation of revenue -generating parcels within the
project for potential proposers to operate and develop permanent and temporary retail; (3)
activating open space for revenue -driven programs such as paid recreation, special events, venue
rentals, health and wellness programs, etc.; (4) funds from sponsorships, philanthropic
contributions, and donations, as described in Section 5 above; and (5) grants from local, state and
federal government agencies.
8. Branding. The Parties agree to implement and develop a brand name strategy with
participation from the community and stakeholders to prepare for recommendation to the City
Commission a new name for the Underdeck no later than February 28, 2022. The USAG, at
TSNDC's sole expense, shall engage a branding/marketing firm that will lead the naming and
branding process. The final selected name is subject to the approval of the City Commission.
9. Term. The term of this MOU shall commence on the Effective Date and shall continue
until July 1, 2022, unless otherwise extended or earlier terminated as provided in this MOU. The
Parties understand that time is of the essence and, thus, intend to accomplish the goals of this MOU
expeditiously.
10. Termination. This MOU may be terminated unilaterally and at any time by either of the
Parties with thirty (30) days' prior written notice to the other Party. Upon termination by either
Party, the Parties shall no longer have any obligations to each other under this MOU, except as
otherwise provided herein.
11. Designated Representatives. In connection with the matters addressed in this MOU, the
City Manager or designee, will serve as the designated representative for the City; and
Lisa Martinez, will serve as designated representative for USAG. All official
communications concerning this MOU must include the representatives indicated in Section 13
below. with each of these representatives responsible for the further dissemination of information
to other members of their respective teams as they deem appropriate.
12. Force Majeure. In the event that either Party hereto is prevented from fully and timely
performing any of its obligations hereunder due to acts of God, strikes or lock -outs, other industrial
disturbances, acts of the public enemy, laws, rules and regulations of governmental authorities,
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wars or warlike action (whether actual, impending or expected, and whether de jure or de facto),
arrest or other restraint of government (civil or military), blockades, insurrections, acts of terrorists
or vandals, riots, epidemics, pandemics, landslides, sinkholes, lightning, hurricanes, storms,
floods, washouts. fire or other casualty, condemnation, civil commotion, explosion, breakage or
accident to equipment or machinery, any interruption of utilities, confiscation or seizure by any
government or public authority, accident, repairs or other matter or condition beyond the
reasonable control of either party (collectively called "Force Majeure", financial inability to
perform hereby expressly excluded), such party, upon receipt of written notice provided to the
other party within ten (10) business days of the occurrence of a Force Majeure event, shall be
relieved of the duty to perform such obligation until such time as the Force Majeure has been
alleviated; provided. that upon the removal of the Force Majeure, the obligation prevented from
being fulfilled will be automatically reinstated without the necessity of any notice whatsoever.
13. Notices. All notices or other communications which may be given pursuant tothis MOU
shall be in writing and shall be delivered by personal service or by certified mail addressed to the
applicable Party at the addresses indicated herein. Such notices shall also be sent via electronic
mail return receipt requested to the email addresses indicated herein. All such notices shall be
deemed duly given (a) the day on which personally served when delivered personally or by prepaid
overnight courier, with a record of receipt or (b) the third day after mailing if mailed by certified
mail, return receipt requested.
To the CITY:
City Manager
City of Miami
444SW2AVE
10th Floor
Miami, Florida 33130
Email: anoriega@miamigov.com
With copies to:
Director
Office of Capital Improvement Program
City of Miami
444 SW 2 AVE
8th Floor
Miami, Florida 33130
Email: AnCarrasquillo@miamigov.com
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Director
Department of Real Estate and Asset Management
City of Miami
444 SW 2 AVE
3rd Floor
Miami, Florida 33130
Email: shollander@miamigov.com
City Attorney
Office of the City Attorney
City of Miami
444 SW 2 AVE
9th Floor
Miami, Florida 33130
Email: VMendez@miamigov.com
To the TSNDC/USAG:
Aric Kurzman
1300 Biscayne Blvd
Miami, Florida 33132
Attn: General Counsel
Email: akurzman@arshtcenter.org
With copies to:
Lisa Martinez
457 SW 27 Road
Miami, Florida 33129
Email: Lisa@lmgenuinesolutions.com
Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. 150 W. Flagler Street, Suite 2200
Miami, Florida 33130
Attn: Alan H. Fein, Esq.
Email: afein@stearnsweaver.com
14. Entire Memorandum. This MOU and its Appendices constitute the entire agreement
between the Parties with respect to the subject matter hereof, and may be amended or modified
only in writing executed by each Party.
15. Binding Agreement: Assignment. This MOU shall be a binding agreement of the Parties,
subject to all applicable laws as well as any associated agreement(s), whether existing or as may
be entered into, between the City and FDOT and/or other governmental agencies that are required
to effectuate the City obligations hereunder. and may not be assigned by either Party without the
prior written consent of the other Party: provided, however, that TSNDC may assign, without
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recourse, all its rights and obligations under this MOU to the TSNDC Assignee upon written notice
and acceptance by the City Manager, which acceptance shall not be unreasonably withheld or
delayed, and subject to City Commission approval. Upon such assignment, TSNDC shall be
relieved of all of its obligations under this MOU, the TSNDC Assignee shall replace TSNDC for
all purposes hereof, and the City shall look only to the TSNDC Assignee for performance
hereunder.
16. Indemnification. TSNDC shall indemnify, hold harmless, save and defend the City, its
officers, agents, directors, representatives, and employees (the "Indemnitees") from and against all
claims, actions, liabilities. Losses, costs (including reasonable attorney's fees), or judgments to the
extent arising out of, resulting from, or in connection with: (i) the execution, performance or non-
performance of this MOU, whether it is, or is alleged to be, directly or indirectly caused, in whole
or in part, by any act, omission, default or negligence (whether active or passive) of the
Indemnitees, or any of them; or (ii) TSNDC's negligence, intentional misconduct or failure to
comply with any of the provisions contained herein, or to conform to statutes, ordinances, or other
rules, conditions of approval, permits or regulations or requirements of any governmental
authority, local. federal or state, in connection with the performance of this MOU ("Liabilities").
As used herein, ``Liabilities" shall not include any loss, liability, damage or expense incurred or
sustained by an Indemnitee solely as a result of any recklessness, intentional misconduct or breach
of this Agreement by the City or such Indemnitee.
The indemnification provided above shall obligate TSNDC to defend, at its own expense,
to and through appellate, supplemental or bankruptcy proceedings, or to provide for such defense,
at City's option, any and all Liabilities which may be brought against the City. In the event that
any action or proceeding is brought against City by reason of any such claim or demand, TSNDC
shall, upon written notice from City, resist and defend such action or proceeding by counsel
satisfactory to City. The TSNDC expressly understands and agrees that any insurance protection
required by this MOU or otherwise provided by TSNDC shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the Indemnitees as herein provided.
Granting of this MOU is freely acknowledged by the TSNDC as good and sufficient
independent consideration for this Indemnification. This Indemnification provision shall survive
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the expiration, termination, or cancellation of this MOU and shall continue in effect until the
expiration of the corresponding statute of limitations or the tolling thereof.
Additionally, TSNDC shall require any contractors utilized by TSNDC in furtherance of
the subject matter set forth in this MOU to indemnify, hold harmless, save and defend the
Indemnitees from and against all claims, actions, liabilities, losses, costs (including reasonable
attorney's fees), or judgments to the extent arising out of, resulting from, or in connection with
such contractors' action, negligence, recklessness, omission, or wrongful misconduct in
connection with this MOU or the agreement between TSNDC and such contractors.
17. Insurance. TSNDC shall furnish the City with a certificate of insurance pursuant to
Appendix 3, attached and incorporated hereto. TSNDC shall further require its contractors
performing activities undertaken in relation to this MOU to obtain and provide to the City a
certificate of insurance in accordance with Appendix 3.
18. Due Authorization. Each Party represents and warrants that its signatories below are duly
authorized by such Party to enter into this MOU on behalf of said Party. For the avoidance of
doubt, USAG is not a separate entity, but rather, is a subcommittee of TSNDC. Accordingly, any
obligation of USAG contained herein shall be an obligation of TSNDC.
19. Controlling Law and Attorney's fees. This MOU is governed by and shall be interpreted
and enforced under the laws of the State of Florida. Venue for any actions or suits arising from or
related to this MOU shall be in the Circuit Courts of Miami -Dade County, Florida. In the event
that any cause of action, claim, or controversy should arise as a result of this MOU, each Party
shall be responsible for its own attorney's fees and costs, through the appellate level.
20. Severability; Headings. If any term or provision of this MOU or the application thereof to
any Party shall to any extent be invalid or unenforceable, the remainder of this MOU, or the
application of such term or provision shall not be affected thereby. The headings 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.
21. Counterparts; Electronic Signatures. This MOU may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
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the same instrument. Facsimile, .pdf and other electronic signatures to this MOU shall have the
same effect as original signatures.
22. No Third -Party Beneficiaries. No provision of this MOU shall, in any way, inure to the
benefit of any third parties so as to constitute any such third party a beneficiary of this MOU, or
of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party
not a party hereto.
23. Compliance with Laws and Requirements. Each Party shall comply with all applicable
federal, state, and local laws, rules, regulations, codes, ordinances, resolutions, administrative
orders, permits, policies, procedures and orders ("Applicable Laws") that govern or relate to the
respective Parties' obligations and performance under this MOU, all as they may be amended from
time to time. Notwithstanding any language contained in this MOU to the contrary, TSNDC
expressly agrees that any obligations of the City contained herein shall be subject to all
requirements as may be imposed by FDOT, FHWA, or other applicable governmental entities in
connection with the Underdeck project as well as subject to all Applicable Laws, including.
without limitation, the City's Procurement Ordinance. TSNDC recognizes that any future
agreements pertaining to the management and operation of the Underdeck as may be entered into
by the City must comply with the City's Procurement Ordinance and other Applicable Laws. For
the avoidance of doubt, the City is under no obligation to enter into the Management Agreement
with, and/or grant any bid waiver to, TSNDC or any other entity, and the City expressly reserves
all rights concerning the same. All references to City Commission approval identified in this MOU
shall mean approval by the City Commission at the City Commission's sole and absolute
discretion, which may be withheld for any or no reason whatsoever.
24. Public Records. TSNDC understands that the public shall have access, at all reasonable
times, to all documents and information required to be provided pursuant and subject to the
provisions of Chapter 119, Florida Statutes. Accordingly, TSNDC agrees to allow access by the
City and the public to all documents subject to disclosure under applicable laws.
25. City Rights as Sovereign. Notwithstanding any provisions contained in this MOU to the
contrary, the City retains all of its sovereign prerogatives and rights as a municipality under all
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applicable laws, including, but not limited to, any governmental approvals arising from the
planning, design, construction, development and operation of the Underdeck project. Nothing in
this MOU shall be construed as a waiver or limitation of the conditions and limitations of Florida
Statutes, Section 768.28.
[signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto have executed this MOU on the 3 day of
-7%cem6e✓' ,2021.
FOR CITY:
ATTEST:
Todd B. Hannon
City' Clerk,;ti
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Gomez,
Frank
Digitally signed by
Gomez. Frank
Date: 2021.11.10
14:38:59-05'00'
Ann -Marie Sharpe, Director
Risk Management Department
FOR TSNDC:
TOWN SQUARE NEIGHBORHOOD
DEVELOPMENT CORPORATION,
a Florida Not For Profit corporation,
By:
CITY OF MIAMI, a municipal corporation
of the State of Florid
By:
Arthur Noriega V
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
By: 5a6,_ L. &/6/6,
Victoria Mendez
City Attorney Matter 21-1995
TSNDC MOU
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Appendix 1 — Stakeholder Engagement
Appendix 2 — Grant
Appendix 3 — Insurance Requirements
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FDOT
Lessor
Presents Recommendations to
City Manager
Chair
Executive Committee
APPENDIX 1
CITY OF MIAMI
Lessee
CITY MANAGER
Administration
Presents Final
Recommendations to City
Commission
USAG
CITY COMMISSION
Sole Authority to Approve
USAG — All Working Group Members are part of USAG
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* IICOIPBRAM *J
IIE1A
R `p
TOWN
SQUARE
NEIGHBORHOOD
DEVELOPMENT
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AIM
KNIGHT
FOUNDATION
ALBERTO IBARGUEN
President
November 2, 2020
Appendix 2
Ken Harris
Town Square Neighborhood Development Corporation (aka TSNDC)
150 West Flagler Street
Ste 2200
Miami, FL 33130
Dear Mr. Harris:
The Trustees of the John S. and James L. Knight Foundation have approved a $200,000 grant to
Town Square Neighborhood Development Corporation (aka TSNDC).
The grant is to be used as follows: To support community engagement in the planning and design
of the Underdeck, a mile -long linear park created by I-395's redesign.
The terms and conditions of this grant are contained in the attached grant agreement. Grant
payment according to the terms outlined will be released within 60 days of Knight Foundation
receiving the signed agreement.
The Relationship Manager for this grant, Raul Moas (moas@kf.org), is your primary point of contact
and will answer any questions you may have. All reports should be uploaded to our Fluxx Grantee
Portal at https://knight.fluxx.io.
Before you take steps to publicize this grant, please review our communications resources and
guidelines at www.knightcommunications.org.
This grant is tangible recognition of your services to Miami, a Knight community. Thank you.
Sincerely,
AI: NC
Enclosures
C: Jodi Farrell, Town Square Neighborhood Development Corporation (aka TSNDC)
Ken Harris, Town Square Neighborhood Development Corporation (aka TSNDC)
200 S. Biscayne Blvd, Suite 3300
Miami, FL 33131
Tel. (305) 908-2600 KF.org l @knightfdn
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JOHN S. AND JAMES L. KNIGHT FOUNDATION
GRANT AGREEMENT
ORGANIZATION: Town Square Neighborhood Development Corporation (aka TSNDC)
GRANT ID: GR-2020-61885
PURPOSE: To support community engagement in the planning and design of the Underdeck, a mile -
long linear park created by 1-395's redesign.
TERMS: November 1, 2020 to October 31, 2022
AMOUNT: $200,000
ACTIVITIES
The Underdeck will build community, bridge neighborhoods and cultural assets in downtown Miami, and
reconnect Overtown to the heart of downtown Miami. A volunteer group of business leaders and private
and non-profit stakeholders has been working in partnership with the City of Miami for two years to
ensure this public space's success. With design concepts finalized and a July 2021 deadline for a
governance plan, formalizing this effort now is essential. This includes bringing on a project manager to
quarterback the initiative, increasing community input, determining the appropriate governance model,
and creating fundraising and revenue generation strategies for the Underdeck's eventual programming,
operations and maintenance.
OBJECTIVES
This planning grant will create a community -driven, public -private partnership between the City of Miami
and TSNDC to ensure the Underdeck, a mile -long linear public space created via I-395's redesign due for
completion in 2024, becomes a defining fulcrum of Overtown and downtown Miami.
The description of your organization's activities and your expectations for the outcomes of the funded
project are listed above. Your organization agrees that the results described are achievable and represent
the terms against which your organization will judge the success of the project.
MONITORING
• Any evaluation reports relating to this grant will be submitted to the Knight Foundation.
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• A master plan that is reflective of the needs and priorities of the diverse constituencies that are
most proximate to the Underdeck.
COMMUNICATIONS
You agree to follow the communications guidelines at http://knightcommunications.org and to clear with
communicationsdirector@knightfoundation.org any content that mentions the Foundation. Please also
follow us on Twitter at @knightfdn.
You will recognize Knight Foundation for its Cumulative Giving in all future donor recognition, of
whatever type, consistent with your donor recognition protocols. You shall provide the text of any
proposed donor recognition of Knight Foundation to Knight Foundation for its prior written approval.
You shall not give greater recognition to any donor that has given Grantee the same amount as, or less
than, Knight Foundation's Cumulative Giving to Grantee. Cumulative Giving includes all gifts from
Knight Foundation to Grantee as of the date of the donor recognition, including the amount of this grant.
If this grant is to fund a program, center, etc. whose name (the "Name") includes reference to Knight, the
Knight Foundation, its founders John S. Knight and/or James L. Knight, or to which Knight Foundation
has previously agreed to a specific naming recognition or naming convention, you must obtain prior
written permission from Knight Foundation for any and all changes including any derivatives or
abbreviations of said Name.
BASICGRANTCONDITIONS
1. Grantee will use the funds for the purposes described in this Agreement. Any alternative use of
funds must be authorized in advance in writing by Knight Foundation. If the funds are not used
in accordance with the terms outlined in the Agreement, the Grantee must repay those funds to
the Foundation.
2. Changes to any specific line item in the enclosed budget greater than 5% should be approved in
writing by Knight Foundation prior to making the change.
3. Significant changes in project or organizational leadership should be reported to Knight
Foundation within 30 days of the change.
4. As required by IRS rules, Knight Foundation funds will not be used: a) to carry on propaganda
or otherwise attempt to influence legislation; b) to influence the outcome of any specific public
election or to carry on, directly or indirectly, any voter registration drive; c) to make a grant to
any individual for travel, study or other similar purposes or to make a sub -grant to any other
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organization unless the grant complies with Section 4945(d)(3) or (4) of the Internal Revenue
Code and the grant has been detailed in the approved grant plan and budget; or (d) to undertake
any activity for any purpose other than the charitable and educational purposes specified in
Section 170(c)(2)(B) of the Internal Revenue Code.
5. Knight Foundation requires its Grantees to adhere to ethical standards, in addition to complying
with all applicable laws and regulations. If Knight Foundation, at its sole discretion, determines
these standards have not been met, it reserves the right to suspend or terminate the grant
agreement.
6. If the Knight grant is for re -granting to a news or media organization, then that organization
must agree to post the same information with respect to its funding sources on its website.
REPORTSANDPAYMENTS
1. The first payment of $100,000 will be mailed within 60 days of Knight Foundation receiving
this signed grant agreement and proof of $50,000 towards a 1:1 match.
2. A progress report, both narrative and financial, an evidence of condition submitting a filing of a
990 tax return, and evidence of $150,000, towards a 1:1 match, is due October 15, 2021.
3. The second payment of $100,000 will be released within 60 days of receiving all requirements,
deemed satisfactory solely at the Foundation's discretion.
4. A final report, both narrative and financial, is due November 30, 2022.
5. Login to the Fluxx Grants Portal at https://knight.fluxx.io to submit your reports online. Click
on the green "+" sign to upload your reports. Click on the "Submit" Link to let Knight know
you have submitted your requirement. These reports include both financial and program
information using online forms. The program report must include a narrative account of the use
of grant funds and progress in achieving the purposes of the grant, including grant outcomes.
The online report forms are available on Knight's Grantee Portal. Copies of the reports will be
provided to your Program Director by Grants Administration. The Director will review your
report and provide feedback. Any questions about the grant should be directed to the Program
Director.
6. During the term of the grant, organizations audited by an independent auditing firm should
submit the audit results including the management letter within 90 days of completion of the
audit report.
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7. Upon the Foundation's request the Grantee will provide all information relating to or developed
under the grant.
8. The Foundation may withhold future payments at the Foundation's sole discretion if it has not
received all required reports and/or the reports do not meet the Foundation's reporting
requirements or the grant fails to achieve satisfactory progress.
RETURN OF GRANT FUNDS ON CHANGE 1N PURPOSE:
If there is a "Change in Purpose" (as hereinafter defined), upon the written request of Knight Foundation,
Grantee shall (and shall cause the Fiscal Agent, if applicable, to), at Knight Foundation's sole discretion,
promptly either (i) reassign to another charitable organization acceptable to Knight Foundation, or (ii)
return to Knight Foundation, all grant funds that were not properly expended (in accordance with the
approved project budget) prior to the first Change in Purpose subsequent to the date hereof. For purposes
of this grant agreement, the tern "Change in Purpose" means (i) any material change in the current
charitable purpose of the Grantee as set forth on Annex I hereto, as determined by Knight Foundation in
its sole discretion, including but not limited to any change in purpose or activities communicated by the
Grantee to the IRS by means of a letter, Form 990 filing or other communication, (ii) at the sole discretion
of Knight Foundation, any change required to be reported to Knight Foundation pursuant to item 3 of
"Basic Grant Conditions," above, and/or in circumstances as contemplated by "Purpose" above, (iii) any
winding up of the Grantee's activities or operations, (iv) any combination of the Grantee with any other
charitable or other organization, whether by means of merger, transfer of assets or other reorganization
event, and/or (v) any public announcement by Grantee or any of its affiliates with respect to any of the
foregoing events. Grantee shall promptly notify Knight Foundation, in writing, upon the occurrence of
any circumstance, event or development that could reasonably be expected to result in a potential Change
in Purpose.
INTELLECTUAL PROPERTY:
Grantee and the Foundation agree that all intellectual property (IP) rights (including copyright, patent, and
any other rights) in materials arising out of or resulting from Grantee's use of the grant funds or any
earning thereon (the "Public Materials") shall be owned by Grantee. Grantee acknowledges that the
Foundation wishes to ensure the widest possible distribution of the Public Materials and ensure that they
are and remain generally available to the public. Accordingly, Grantee hereby grants, and shall ensure that
any individuals who have any 1P rights in Public Materials shall grant, to the Foundation, under all IP
rights of such party, a non-exclusive, transferable, perpetual, irrevocable, royalty -free, paid -up,
worldwide, sublicenseable license to use or publish the Public Materials; provided, however, that the
Foundation shall not exercise such rights except (a) in connection with the activities of the Foundation,
and/or (b) in the event Grantee materially breaches the terms of this Agreement.
Grantee, at the Foundation's request, agrees to execute any additional documents required to affect such
license. Upon Grantee's request in writing, the parties shall cooperate to identify whether any particular
materials produced by Grantee constitute Public Materials; provided that Grantee and the Foundation
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acknowledge that Public Materials shall include all materials required to be developed as described in the
applicable grant description.
Exceptions to this clause must be approved by the Foundation in writing. Grantee shall not make
available such Public Materials, or any derivative works of the Public Materials, under any other licensing
terms, without the Foundation's prior written consent.
TAX-EXEMPT STATUS:
Grantee will maintain its tax-exempt status as a Section 501(c)(3) organization classified as a public
charity under Sections 509(a)(1) or (2) current throughout the period of this grant and will comply with
all applicable federal and state laws and regulations that govern the use of funds from private foundations
to the Grantee organization. This includes but is not limited to the prohibition against activities described
in Section 4945(d) of the Internal Revenue Code.
BOOKS AND RECORDS:
Grantee shall maintain its books and records, including an accurate record of the grant received and all
expenses incurred under this grant, and retain such books and records for at least four years after
completion of the use of this grant. Those records include a general ledger with enough detail to allow
tracking of the use of Foundation funds, original invoices, bank statements, copies of checks disbursing
grant funds and documentation of the business purpose of each expense.
At the Foundation's request, Grantee shall make its books and records available to the Foundation by
permitting reasonable access to its files, records and personnel by the Foundation (or its designated
representatives) for the purpose of making financial audits or other evaluations concerning this grant as
the Foundation deems necessary. The fees and expenses of such designated representative shall be paid by
Knight Foundation.
MANAGEMENT AND INVESTMENT OF FUNDS, EARNINGS, AND APPRECIATION:
All grant funds received, and earnings and appreciation on those funds, shall be invested in a designated
account in a bank or investment firm that is a member of either the FDIC or SIPC. The investment will be
in accordance with Grantee's governing documents and investment policies so long as they do not conflict
with this Agreement, with the laws of the State of Florida, and with Federal laws. Earnings and
appreciation on grant funds shall be used solely for the purpose of the Grant. Grantee may not assess an
administrative or financial management fee unless agreed to in writing and in advance by the Foundation.
UNEXPENDED FUNDS:
The Foundation reserves the right, in its sole discretion, to discontinue funding if it is not satisfied with
the progress of the grant or the content of any required written report. In the event of discontinuation or at
the close of the grant, any unexpended funds shall immediately be returned to the Foundation, except
where the Foundation has agreed in writing to an alternative use of the unused funds.
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ROYALTIES:
Any materials produced by this grant and earnings thereon shall not provide royalties or otherwise inure
to the personal benefit of individuals connected with this grant. Grantee shall not engage in any sales of
such materials unless it has determined that such sales are substantially related to the charitable and
educational purposes of the Grant. Any revenues realized by Grantee or any sub -grantee from any such
materials must be used exclusively for this project.
NO -COST EXTENSION:
If needed, Grantee should submit a request for a no -cost extension to the program officer before the end
of the grant period. The request should contain the reason for the extension, its length and detail how any
unexpended funds would be used.
NO GUARANTEE OF FUTURE FUNDING:
The Grantee acknowledges that the receipt of this grant does not imply a commitment on behalf of Knight
Foundation to continue funding beyond the terms listed in this grant agreement.
If you agree to the terms and conditions of this grant agreement, please sign and submit this document via
DocuSign to Knight Foundation. Please download a copy of the signed document for your grant files.
Grant payment according to the terms above will be released within 60 days of receiving this signed
agreement.
Grantee Authorized Signatory:
Type or print name of person signing Title
Agreement
Signature of person signing Agreement Date
All future correspondence regarding this grant should refer to grant # GR-2020-61885. Please sign and
return this document via DocuSign or by emailing it to grants(&,,kf. org.
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JOHN S. AND JAMES L. KNIGHT FOUNDATION
GRANT AGREEMENT
ANNEX I
GRANTEE: Town Square Neighborhood Development Corporation (aka TSNDC)
GRANT ID: GR-2020-61885
AMOUNT: $200,000
CONTACT: Lisa Martinez
PURPOSE: To support community engagement in the planning and design of the Underdeck, a mile -
long linear park created by I-395's redesign.
CHARITABLE PURPOSE: To help create and sustain a vibrant and attractive urban setting to secure
both the Arsht Center's future and that of the surrounding community.
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® Budget Report Form
Organization Name: Town Square Neighborhood Development Corpora
Grant Number: Underbridge Planning Projei
Reporting Period From: 11/1/20 To 10/31/21
Notes:
• Include revenues forTHIS PROJECT ONLY on this page.
* Cells shaded red signal potential issues with the proposed budget
* For multi -year reven ue, please submit each year on a separate page.
Pr»JectRevenues
Contributed Income
1. Individual contributions
2. Foundation grants
3. Federal government support
4. Parent organization support
5. Special events
6. In -kind contributions
7. Other (specify):
Earned Income
8. Other (specify):
Other Income
9. Other (specify)
ProjeotExpenses
Knight Foundation Funds Only All non -Knight Funds
Proposed Actuals Variance % Proposed Actuals Variance
00,000
50,000
14,000
36,000
Tota/Revenuas; $ 100,000 $ 100,000
1. Program salaries and wages(specify):
2 Administrative salaries and wages(specify):
Knight Foundation FundeOny All non -Knight Funds
Proposed Actuals Variance % Proposed Actuals Variance
3. Consultant/Contract services(specify):
Project Manager 60,000
PublicSpace Consultants 6,600 12,500
4. Employee benefits
5. Adminstrative expenses 2,500 2,500
6. Travel 5,000
7. Fund raising
8. Capital expenses
9. Overhead/ nd irect (specify):
10. Other (specify):
Legal services 36,000
PR/Media relations/Community Engagement 12,500 14,875
Marketing/Graphic design 9,900 12,725
Architectural Renderings 7,000 5,000
Misc. 4,000
National memberships 1,500
Audit 7,400
Teal booms*: $ 100,000 $ 100,000
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® Budget Report Form
Organization Name: Town Square Neighborhood Development Corpora
Grant Number: Underbridge Planning Projei
Reporting Period From: 11/2/21 To 10/31/22
Notes:
• Include revenues forTHIS PROJECT ONLY on this page.
* Cells shaded red signal potential issues with the proposed budget
* For multi -year reven ue, please submit each year on a separate page.
Pr»JectRevenues
Contributed Income
1. Individual contributions
2. Foundation grants
3. Federal government support
4. Parent organization support
5. Special events
6. In -kind contributions
7. Other (specify):
Earned Income
8. Other (specify):
Other Income
9. Other (specify)
ProjeotExpenses
Knight Foundation Funds Only All non -Knight Funds
Proposed Actuals Variance % Proposed Actuals Variance
00,000
122,000
36.000
Tota/Revenuas; $ 100,000 $ 14000
1. Program salaries and wages(specify):
2 Administrative salaries and wages(specify):
3. Consultant/Contract services(specify):
Project Manager
Public Space Consultants
4. Employee benefits
5. Adminstrative expenses
6. Travel
7. Fund raising
8. Capital expenses
9. Overhead/indirect (specify):
Proposed
Knight FoundationFundeOny All non -Knight Funds
60,000
6,600
2,500
Actuals
Variance % Proposed Actuals Variance
12,500
2,500
5,000
10. Other (specify):
Legal services 36,000
PR/Media relations/Community Engagement 12,500 14,875
Marketing/Graphic design 9,900 12,725
Architectural Renderings 7,000 5,000
Misc. 4,000
National memberships 1,500
Audit 7,400
Teal booms*: $ 100,000 $ 100,000
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Appendix 3
INSURANCE REQUIREMENTS-MOU TSNDC
L Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami & FDOT listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami & FDOT listed as an additional insured
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III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Retro Date Included
V Network Security and Privacy Injury (Cyber Liability) If Applicable
Each Claim $1,000,000
Policy Aggregate $1,000,000
Retro Date Included
Consultant agrees to maintain professional liability/Errors & Omissions
coverage, along with Network Security and Privacy Injury (Cyber) coverage,
if applicable, for a minimum of 1 year after termination of the contract period
subject to continued availability of commercially reasonable terms and
conditions of such coverage.
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The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
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FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING
THIS FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING
("Amendment") is entered into as of A/4rd% 2 I , 2022 ("Effective Date"), by and between
the CITY OF MIAMI, a Florida municipal corporation ("CITY") and the Town Square
Neighborhood Development Corporation, a Florida Not For Profit corporation ("TSNDC")
(collectively, the City and the TSNDC shall be referred to as the "Parties" and individually as
"Party").
RECITALS
A. The Parties entered into that certain Memorandum of Understanding, dated December 3,
2021 ("MOU").
B. As used in this Amendment, except as may otherwise be provided herein, all
capitalized terms which are defined in MOU shall have the same meaning herein as therein, all
of such terms and their definitions being incorporated herein by reference.
C. The Parties desire to amend the MOU to reflect revisions, as further set forth below. The
MOU and this Amendment shall be interpreted consistently with each other, except to the extent
there are any conflicts, in which case the terms of this Amendment shall supersede and govern.
NOW, THEREFORE, the Parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this
Amendment by this reference.
2. Branding. Section 8 of the MOU shall be removed in its entirety and replaced with the
following:
8. Branding. The Parties agree to implement and develop a brand name strategy
with participation from the community and stakeholders. On or before May 2, 2022, the
Parties and shall prepare for recommendation to the City Commission a new name for the
Underdeck. The USAG, at TSNDC's sole expense, shall engage a branding/marketing
firm that will lead the naming and branding process. The final selected name is subject to
the approval of the City Commission, in its sole discretion, and further subject to any
approvals required by FDOT and any applicable regulatory authority.
3. Stakeholder Engagement. Section 2 of the MOU shall be revised to include the
following additional subsection, as follows:
2.1 On or before May 2, 2022, the Executive Committee shall produce and
transmit to the City Manager a final report of recommendations and deliverables that
emerge from the MOU ("Executive Committee Report"). The City Manager or his
designee will prepare an agenda item for City Commission consideration and integrate
the Executive Committee Report as additional backup documentation. After taking into
consideration the findings of the Executive Committee Report, the City Manager, in his
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sole and absolute discretion, or his designee inay recommend one or more, or none, of the
recommendations contained in the Executive Committee Report. The City Commission,
in its sole and absolute discretion, may then accept or reject the recommendations of the
City Manager and/or accept the recommendations directly from the Executive Committee
Report.
4. Modifications. Except as modified or amended by this Amendment, the Parties hereby
ratify and confirm the MOU in all respects, and the same shall remain in full force and effect and
be binding on the Parties in accordance with its terms. No additions or modifications of any term
or provision of this Amendment shall be effective unless set forth in writing, signedby the Party
against whom enforcement of such addition or modification is sought.
5. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute one and the same
instrument. Facsimile, .pdf and other electronic signatures to this Amendment shall have the
same effect as original signatures.
[THIS SPACE INTENTIONALLY LEFT BLANK}
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
429 day of /J�a rC h , 2022.
FOR CITY:
ATTEST:
APPROVI;I),V-, 10 INSURANCE
REQUIREMENTS:
Gomez,
By: Frank
Digitally signed by
Gomez, Frank
Date: 2022.03.11
18:29:11 05'00'
Ann -Marie Sharpe, Director
Risk Management Department
FOR TSNDC:
TOWN SQUARE NEIGHBORHOOD
DEVELOPMENT CORPORATION,
a Florida Not For Profit corporation,
By:
Name/ CA. (o166(J►1il SrebtliC
• .2-Z-
CITY OF MIAMI, a municipal corporation
of the State of Florid
By:
Arthur Noriega V
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Min, Ba rn a by Digitally signed by Min, Barnaby
Date: 2022.03.16 09:32:27 -04'00'
By:
Victoria Mendez
City Attorney
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City of Miami
Legislation
Resolution: R-21-0386
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 10582 Final Action Date: 9/23/2021
A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY
MANAGER TO NEGOTIATE AND EXECUTE A MEMORANDUM OF
UNDERSTANDING ("MOU"), IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY, WITH TOWN SQUARE NEIGHBORHOOD DEVELOPMENT
CORPORATION, A FLORIDA NOT FOR PROFIT CORPORATION, IN
CONNECTION WITH THE COLLABORATION AND COORDINATION OF THE
INTERSTATE 395 HERITAGE TRAIL/SIGNATURE BRIDGE UNDERDECK
PROJECT LOCATED ALONG I-395/STATE ROAD 836 BETWEEN
NORTHWEST 3RD AVENUE AND BISCAYNE BAY, MIAMI, FLORIDA;
FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING AMENDMENTS
AND MODIFICATIONS TO SAID MOU, AS MAY BE NECESSARY, ALL IN
FORMS ACCEPTABLE TO THE CITY ATTORNEY, IN FURTHERANCE OF
THE TERMS AND CONDITIONS OF THE MOU.
SPONSOR(S): Commissioner Ken Russell
WHEREAS, the Florida Department of Transportation ("FDOT") has jurisdiction over
Interstate 395 ("1-395") and is undertaking a project which includes the development of a bridge
over Biscayne Boulevard ("Signature Bridge"), community enhancements located underneath I-
395 ("Underdeck"), and highway capacity improvements that are intended to improve safety and
mobility; and
WHEREAS, the City of Miami ("City") and FDOT entered into a Memorandum of
Understanding dated April 4, 2019 outlining the expectations as to their respective roles and
responsibilities regarding the design, maintenance, and operation of the Underdeck; and
WHEREAS, the City and FDOT subsequently entered into a Second Memorandum of
Understanding dated August 14, 2020 ("MOU 2"); and
WHEREAS, the City and FDOT intend to create an active environment for the
Underdeck, consistent with a consensus plan which would represent the agreed -upon
conceptual plan for the Underdeck as agreed and defined in MOU 2 ("Consensus Plan"); and
WHEREAS, the City has engaged the community and stakeholders to work
cooperatively toward these goals in furtherance of the Underdeck project; and
WHEREAS, one of the groups from which the City received input was the adhoc
Underdeck Advisory Board ("UAB") established by concerned community stakeholders; and
WHEREAS, the UAB sought a participating non-profit organization to house the funding
and incubate the UAB through the planning process; and
WHEREAS, Town Square Neighborhood Development Corporation, a Florida Not for
City of Miami Page 1 of 3 File ID: 10582 (Revision:) Printed On: 10/14/2021
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File ID: 10582 Enactment Number: R-21-0386
Profit Corporation ("TSNDC"), was represented on the UAB and was willing to serve as the non-
profit organization furthering the goals of the UAB through the planning process of the
Underdeck; and
WHEREAS, on August 14, 2020, the Board of TSNDC approved the formation of the
Underdeck Subcommittee Advisory Group ("USAG") to promote and engage the community in
support of the Underdeck project; and
WHEREAS, TSNDC has advised that it has secured a two hundred thousand dollar
($200,000.00) match grant from the Knight Foundation known as the Underdeck Planning Grant
to engage community members in the design and planning process for the Underdeck ("Grant")
and matching funds for the Grant are being raised by USAG; and
WHEREAS, TSNDC wishes to work in good faith with the City to develop a framework
for the implementation, operation, maintenance, programming, and management of the
Underdeck under a to -be -formed not -for -profit corporation, all in accordance with the terms of
the a Memorandum of Understanding to be negotiated and executed by the City Manager, in a
form acceptable to the City Attorney ("MOU"); and
WHEREAS, there are various obligations and financial commitments necessary to
operate a world class Underdeck and maintenance funds are far more difficult to secure in light
of the recent global pandemic; and
WHEREAS, the City and TSNDC wish to explore the methods of sharing responsibility to
maintain and operate the Underdeck and to develop a mutually agreeable formal agreement,
subject to approval by the City Commission and further subject to all agreements concerning the
Underdeck, whether existing or as may be entered into, between the City and FDOT and any
other governmental agencies required to effectuate the City's obligations in relation to the
provisions of the MOU;
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 Manager is authorized' to negotiate and execute the MOU, in a form
acceptable to the City Attorney, with TSNDC for the collaboration and coordination of the 1-395
Underdeck enhancements within the Signature Bridge project's limits.
Section 3. The City Manager is further authorized' to negotiate and execute any and all
other necessary documents, including amendments and modifications to the MOU, all in forms
acceptable to the City Attorney, in furtherance of the terms and conditions of the MOU.
Section 4. This Resolution shall become effective immediately upon its adoption.
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.
City of Miami Page 2 of 3 File ID: 10582 (Revision:) Printed on: 10/14/2021
DocuSign Envelope ID: BCOFE8BD-017C-4CB1-B9E5-CC0A783457E3
File ID: 10582 Enactment Number: R-21-0386
APPROVED AS TO FORM AND CORRECTNESS:
ndez, City Attor
9/13/2021
City of Miami Page 3 of 3 File ID: 10582 (Revision:) Printed on: 10/14/2021