Multi-Party Funding Agreement do // -z 7 5=73
MULTI -PARTY FUNDING AGREEMENT
THIS AGREEMENT is entered into this pi* day of R, 71 ,
2011, by and between the CITY OF MIAMI BEACH, a Florida municipal
corporation (City), MIAMI -DADE COUNTY, a political subdivision of the State of
Florida (County), and UNIDAD OF MIAMI BEACH, INC., a Florida not for profit
corporation (UNIDAD) (The City, County, or UNIDAD may be hereinafter referred
to individually as a "Party," or collectively as the "Parties ").
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 the right to use,
manage, coordinate and operate a comprehensive senior center on the Property
to be known as the North Beach Senior Center, designated to serve low- income
senior citizens of Miami -Dade County, Florida; centered on the provision of
services and programs and the improvement of the quality of life for senior
citizens, and which is intended to include the following programs, services,
activities, and uses:
• operation of an elderly community service program to provide job
placement for seniors;
• operation of senior employment training programs;
• senior meals center for the North Beach area's elderly community (subject
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, as
set forth in the Management Agreement, shall be referred to as the North Beach
Senior Center or the Project); and
WHEREAS, as additional consideration for the City's agreement to enter
into the Management Agreement, UNIDAD is required to design and construct
certain capital improvements on the Property including, without limitation,
demolition of the existing City -owned building and construction of a new
replacement building with substantial additional square footage, which will be
owned by the City and which will also include public restrooms (hereinafter, the
new City -owned building and any and all other improvements being designed
and constructed by UNIDAD on the Property shall be referred to as the
"Proposed Improvements "); and
WHEREAS, in order to fund a portion of the Proposed Improvements,
UNIDAD has been awarded Community Development Block Grant (hereinafter
"CDBG ") funding administered by the Department of Housing and Urban
Development (hereinafter "HUD ") through the County, in the total amount of
$1,150,000 (hereinafter, the $1,150,000 amount, and any additional amounts
included as a result of a subsequent adjustment or amendment to the County
CDBG Contract, shall be referred to as the "Funds "), pursuant to that certain
Combined FY 2004 — 2010 CDBG Contract, executed between UNIDAD and the
County, dated May 13, 2009 (the County CDBG Contract); and
WHEREAS, in order to ensure that the Funds are used in accordance with
the CDBG Regulations (defined as the entirety of 24 C.F.R. Part 570) and that
the Proposed Improvements meet the CDBG National Objective for five (5)
years, 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 UNIDAD agree
as follows:
1. INCORPORATION OF RECITALS. The Parties acknowledge
and agree that the above Recitals are true and correct, and are hereby
incorporated into and made a part of this Agreement.
2. CONTROL PERIOD means a sixty (60) month period, commencing
on the earlier of the (i) issuance by the City of a Temporary Certificate of
Occupancy (TCO), or a (ii) Final Certificate of 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
priorities and approved uses set forth in the Management Agreement and the
County CDBG Contract. During the Control Period, the County may monitor the
Project to ensure that UNIDAD is complying with the LMI National Objective and
the terms of the County CDBG Contract.
3. LMI means those households whose total annual adjusted gross
income is 80% percent or Tess than the area median annual adjusted gross
income for households within the metropolitan statistical area (MSA) or, if not
within an MSA, within Miami -Dade County, whichever is greater as defined by
HUD.
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4. LMI NATIONAL OBJECTIVE The Parties agree that Low Mod
Limited Clientele (LMC) Activities will be offered at the North Beach Senior
Center. The parties further agree that the clientele being offered the LMC
Activities at the North Beach Senior Center will be elderly clients that are at least
62 years old and thereby presumed to be low and moderate income.
5. In the event that UNIDAD fails to meet, achieve, maintain and /or
otherwise sustain the LMI National Objective for the Project during the Control
Period (hereinafter, UNIDAD's failure to meet, achieve, maintain and /or
otherwise sustain the LMI National Objective for the Project during the Control
Period shall be referred to collectively as UNIDAD's "Failure to Comply ") then,
upon written notice from the County (hereinafter the "County's Notice "), which
notice shall include any and all supporting documentation from the County
evidencing UNIDAD's Failure to Comply, the City shall promptly take the
following actions:
A. Notify UNIDAD, in writing, of its Failure to Comply 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. A copy of the City's Notice shall
be sent to the County.
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 for the duration of the Control Period.
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
may (i) terminate the Management Agreement; (ii) re -enter
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
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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; For the duration
of the Control Period, the City shall provide records and documentation to the
County sufficient for the County to show HUD that the Project is complying /has
complied with the National Objective and the CDBG Regulations.
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, 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 obligations under this Multi -
Party Funding Agreement, the City shall have no obligation and /or duty to
manage and operate the Property as a senior center beyond the Control Period.
6. Except as provided in Section 5 hereof, the City shall have no
liability whatsoever to County, UNIDAD, and /or any third parties with respect to
this Multi -Party Funding Agreement; repayment of the Funds; and the County
CDBG Contract (including, without limitation, UNIDAD's Failure to Comply and /or
any other liability or obligation which may now or hereinafter arise from a default
by UNIDAD under the County CDBG Agreement). except the City will comply
with the CDBG requirements as it relates to the National Objective and the stated
programs, activities, services and uses during the control period.
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 Mail,
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: UNIDAD of Miami Beach, Inc.
1701 Normandy Drive
Miami Beach, Florida 33162
Attn: Ms. Margarita Cepeda- Leonardo
COUNTY: Miami -Dade County
County Manager
111 NW 1 Avenue Suite 2900
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Miami, Florida 33128
Attn: County Manager
CITY: City of Miami Beach
City Manager
1700 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
Copy to: Department of Housing and Community Department
701 NW 1 Street
Miami, Florida 33136
Attn: Rowena Crawford, Assistant Director
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
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 by either U.S. certified mail or overnight delivery.
8. SUCCESSORS AND ASSIGNS BOUND. This Multi -Party Funding
Agreement shall be binding upon the Parties and their respective successors and
assigns.
9. NO THIRD PARTY BENEFICIARY. This Multi -Party 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 Multi -
Party 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.
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11.AMENDMENT AND WAIVER. This Multi -Party 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 Multi -Party Funding Agreement pursuant to judicial decree shall
not affect the validity or enforceability of any other provision of this Multi -Party
Funding Agreement, all of which shall remain in full force and effect.
13.GOVERNING LAW AND VENUE. This Multi -Party 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 MULTI PARTY 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.
15. This Multi -Party Agreement governs only the Funds and does not
address other funding from the County.
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
d l,Y/l y, 1.
// /. 1 ��i /.. /_
Robert Parcher, City Clerk Ma errera Bow- r, Mayor
Attest: UNIDAD OF MIAMI BEACH, INC.
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Attest: UNIDAD OF MIAMI BEACH, INC.
S-. etary Presiden asu r
Manny Fernandez Jorge Rodriguez
Print Name Print Name
Attest: MIAMI -DADE COUNTY
County Clerk County Manager
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
ity Attor e � Date
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