Draft Agreement •
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ATTACHMENT A
FUNDING AGREEMENT
THIS AGREEMENT •is entered into this day of
20 , by and between the CITY OF MIAMI BEACH, a Florida municipal
cor oration (City), MIAMI DADE COUNTY � a p olitical subdivision of the State of
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Florida (County), arid UNI•DAD OF MIAMI BEACH, INC. a Florida not for profit
• corporation (UNIDPD)(The Cit , Count or U N I DAD ma be hereinafter referred
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to individually as a "party," or collectively as the "Parties ").
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1 • RECITALS
WHEREAS, the City is the owner of the property, including, without
Limitation, any buildings and /or other improvements, whether now existing or as
may subsequently be constructed and /or otherwise erected or placed thereon,
located at 7251 Collins Avenue, Miami Beach,• Florida (the Property); and
• WHEREAS, on September 9, 2006, as authorized pursuant to City
Resolution No. 2006- 26325, the City approved a Management Agreement with
UNIDAD, having an effective date of September 6, 2006 (the Management
Agreement); and
•
WHEREAS, the Management Agreement. gives UNIDAD th
g g g the right to use,
manage, coordinate and operate a comprehensive senior center on the Property,
• designated to serve low- income senior citizens of Miami-Dade C Florida;
g e ounty,
centered on the prOvision of services and ro rams and the im rovement of th programs p the
• quality of life for senior citizens, and which is intended to include the following
activities
programs, services , ; , and uses:
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. • operation of an elderly community service program to .provide job
placement for seniors;
• operation of senior employment training programs;
• senior mealsI center for the North Beach area's elderly community Y Y
to funding availability);
• • senior ,recreational activities, classrooms, special interests, lectures, etc.;
and
• cultural activities and special events.
• (Hereinafter, the senior •center and its goals and priorities and approved .uses
pp , as
• set forth in the Management Agreement, shall be referred to as the . Project); and
WHEREAS, 'as additional consideration for the City's agreement to enter
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into the Management Agreement, UNIDAD is required to design and construct •
certain capital improvements rovements on the Property including, without limitation,
demolition or the existing City -owned buildin g and construction of a new .
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12/15/10 •
replacement building with substantial additional square footage, which will be
owned by the City and which will also include public restrooms (hereinafter, the
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- new City -owned building and any and all other improvements being designed
and . constructed bi _ UNIDAD on the Property shall be referred to as the
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- "Proposed Improvements "); and
WHEREAS, in order to. fund a portion of the Proposed Improvements,
• UNIDAD has received Community Development Block Grant (CDBG) funding
through the County, in the total amount of $1,150,000 (hereinafter, the
s i 150 000 amount, and any additional amounts included as a result of a
subsequent adjustment. or amendment to the County CDBG Contract, shall be
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referred to as the "Funds "), pursuant to that certain Combined FY 2004 — 2010
• CDBG Contract, executed between UNIDAD and the County, dated FILL IN
(the County CDBG Contract); and
WHEREAS, in order to qualify for the Funds, the County requires that the
City and UNIDAD - enter into the following Agreement.
NOW THEREFORE, for good and .valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, City, County, and U N I DAD agree Y � Y g � Y� Y� g
as follows: •
1. INCORPORATION OF RECITALS. The Parties acknowledge
and agree that the above Recitals are true and correct, and are hereby
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incorporated into and made a art of this Agreement. -
• 2.. CONTROL PERIOD means a twenty -four (24) month period,
commencing on the earlier of, the (i) - issuance by the City of a Temporary
Certificate of Occupancy or a (ii) Final Certificate of Occu anc p Y Occupancy (CO) for
• the new building on the Property, during which time the Project must remain • in
service as the North Beach Senior Center and must serve Low - Moderate
• Income (LMI) senior citizens, in accordance with the LMI National Objective and
the - goals and ri and approved uses set p pp s se forth in the Management
- Agreement. During the Control Period the County may monitor the Project t
g g Y Y Project to
ensure that UNIDAD is complying with the LMI National Objective.
3. ! m eans -those households -whose total annual adjusted gross
. income is 80% percent or less than the area median annual adjusted gross
• income for households within the metropolitan statistical area (MSA) o if 0 p r, not
within an MSA, within Miami -Dade County, whichever is greater as defined by
HUD.
4. - LMI NATIONAL OBJECTIVE [NOTE: NEED A DEFINITION
• FROM COUNTY]
5. In the event that UNIDAD fails to meet, achieve, maintain and /or .
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otherwise sustain the • LMI National Objective for the Project during the Control
Objective 1 g
Period (hereinafter, any of the aforestated terms used to describe UNIDAD's
non- compliance with the LMI National Objective shall be referred to ,collectively
as UNIDAD's " failu re to I com " then, upon written notice from the Count
comply") p y (the
County's Notice), which notice shall include any and all supporting
documentation from the County evidencing the reasons for UNIDAD's failure to
comply with s aid O bjective, the City shall promptly take the following actions:
pY Objective, Y p p Y g
A. Notify UNIDAD, in writing, of its failure to .comply with the
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. LMI National Objective and the reasons therefore, as set
forth in the County's Notice to the City (the City's Notice).
The City's Notice shall be transmitted to UNIDAD as a formal
Notice of Default, pursuant to the provisions provided
therefore under the Management Agreement.
B. Upon receipt of the City's Notice, and in accordance with the
provisions governing .default under the Management
Agreement, UNIDAD shall have thirty (30) calendar days
within which to cure the default. In order to satisfactorily
cure said default, UNIDAD must. demonstrate, to the City
and County's reasonable satisfaction, that the Project meets
the LMI National Objective and, if applicable, include any
steps that UNIDAD is taking and /or shall take (and the
timelines therefore) in order for the Project to comply with
the Objective.
• C. In the event that UNIDAD fails to cure the default, and the
Project fails to comply with the LMI National Objective within
the time period provided in the •City's Notice, then the City
• s may te rminate the Mana ement A reement• ii re -ent Y g Agreement; re-enter
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the Property without further notice or demand; and (iii) in
addition thereto, avail itself of any and all other legal
remedies available to the City under the Management
Agreement to seek redress for UNIDAD's default. •
In the event of termination of the Management Agreement pursuant to Section 5
hereof, and upon the City's re -entry on to the Property, the City agrees that it
shall, whether directly or by contracting with a third party (to be determined by
the .City, in its sole and reasonable judgment and discretion), assume the
management and operation of the Property, and continue to operate the . Project
• in accordance with the goals and priorities and approved uses set forth in the
Management Agreement, for the duration of the Control Period; p rovided
however, that upon conclusion. of the Control Period, the City may elect, in its
sole and absolute judgment and discretion, to continue to operate and manage
all or a portion of the Property as a senior center. Notwithstanding the preceding,
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or any other term or conditions of this Agreement, the Parties hereby
acknowledge and agree that such election, if at all, shall be at the City's sole
option and discretion and that, for purposes of having complied with its
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• obligations under this Funding 'Agreement, the City shall have no obligation
and /or duty to manage and operate the Property as a senior center beyond the
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Control Period. •
6. • Except as provided in Section 6 hereof, the City shall have no
• liability hatsoever Ito County, UNIDAD, and /or any third parties with respect to
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this Funding Agreement; repayment of the Funds; and the County CDBG
.Contract (including,; without limitation, UNIDAD's failure to comply with the LMI
National .Objective and/or any other liability or obligation which may now or
. hereinafter arise from a default by UNIDAD under the County CDBG Agreement). •
7. NOTICES.
All notices and communications in writing required or permitted
hereunder, shall be delivered personally to the representatives of the County,
UNIDAD and the :City listed below or may be mailed by U.S. Certified Mali,
return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications
• shall be addressed as follows:
• UNIDAD: • [FILL IN1
• i •
• . COUNTY: - ' [FILL IN1 . •
CITY: City of Miami Beach
• 1City Mana g er • • - 11700 Convention Center Drive
Miami Beach, Florida 33139 -
with copies to: City of Miami Beach
Attention: Asset Manager .
1700 Convention Center Drive
Miami Beach, Florida 33139 .
Notice may also be provided to any other address designated by the
party to receive notice if such alternate address is provided via U.S. certified mail,
return. receipt requested, hand delivered, or by overnight delivery. In the event an
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alternate notice address is properly provided, notice shall be sent to such alternate
address in addition to any other address which notice would otherwise be sent,
unless other delivery instruction as specifically provided for by the party entitled to
notice.
Notice shall be deemed given on the day on which personally served, or
the day of receipt b i either U.S. certified mail oroverni ht delivery.
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8. SUCCESSORS AND ASSIGNS BOUND. This Funding Agreement
shall be binding upon the Parties and their respective successors and assigns.
9. NO THIRD PARTY BENEFICIARY. This Funding Agreement is
intended solely for the benefit of Parties and their respective successors and
assigns, and no third party shall have any rights or interest in this Agreement.
10.NO AGENCY OR PARTNERSHIP. Nothing contained in this
Funding Agreement shall constitute City as a joint venturer, partner or agent of
the County and /or UNIDAD, or render City liable for any debts, obligations, acts,
omissions, representations or contracts of the County and /or UNIDAD.
11. AMENDMENT AND WAIVER. This Funding . Agreement may not
be modified except by written instrument signed by all of the Parties hereto.
12. SEVERABILITY. The invalidity, illegality, or unenforceability of any
provision of this Funding Agreement pursuant to judicial decree shall not affect
the validity or enforceability of any other provision of this Funding Agreement, all
of which shall remain in full force and effect.
13. GOVERNING LAW AND VENUE. This Funding Agreement shall
be governed by, and construed in accordance with, the laws of the State of
Florida, both substantive and remedial, without regard to principles of conflict of
laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami -Dade County, Florida, if in state court, and the U.S. District Court,
Southern District of Florida, if in federal court. BY ENTERING INTO THIS
AGREEMENT, THE PARTIES EXPRESSLY WAIVE ANY RIGHTS THEY MAY
HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF THIS AGREEMENT.
14. EXPIRATION /TERMINATION. THIS FUNDING AGREEMENT
SHALL AUTOMATICALLY EXPIRE AND TERMINATE, AND BE OF NO
FURTHER LEGAL FORCE OR EFFECT, WITHOUT ANY FURTHER ACTION
REQUIRED BY ANY OF THE PARTIES HERETO, UPON EXPIRATION OF THE
CONTROL PERIOD.
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IN WITNESS WHEREOF, this Funding Agreement has been executed by
UNIDAD, COUNTY AND THE CITY hereto on the day and year first above
written.
Attest: CITY OF MIAMI BEACH
Robert Parcher, City Clerk Matti Herrera Bower, Mayor
Attest: UNIDAD OF MIAMI BEACH, INC.
Secretary President
Print Name Print Name
Attest: MIAMI -DADE COUNTY
County Clerk George Burgess, County Manager
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