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Memorandum of Understanding with Mt. Sinai Medical CenterMemorandum of Understanding Between City of Miami Beach, Florida And Mount Sinai Medical Center of Florida, Inc. THIS MEMORAMDUM OF UNDERSTANDING is made this day of December, 2006 by and between the undersigned representative the City of Miami Beach ("CMB"), a Florida municipal corporationlocated at 1700 Convention Center Drive, Miami Beach, Florida 33139 and Mount Sinai Medical Center of Florida, Inc. ("MOUNT SINAI"), anot-for-profit corporation organized and existing under the laws of the State of Florida, located at 4300 Alton Road, Miami beach, Florida 33140. WHEREAS, CMB recognizes the importance of MOUNT SINAI's role in providing health care to the citizens of CMB; and WHEREAS, MOUNT SINAI is the largest single employer located within Miami Beach; and WHEREAS, CMB has identified improving access to labor, increasing affordable housing, and attracting and maintaining a quality workforce as Key Intended Outcomes of the CMB's 2005 Five-Year Vision and 2006 Strategic Plan; and WHEREAS, as an entitlement jurisdiction and recipient of State Housing Initiatives Partnership (SHIP), Community Development Block Grant (CDBG), and HOME Investment Partnership (HOME) funding, CMB has significant experience in the development of affordable housing and in complying with numerous multi jurisdictional guidelines and regulations; and WHEREAS, CMB has defined income qualifying employees of the healthcare industry as Essential Services Personnel (ESP) in its State Housing Initiatives Partnership (SHIP) program and Local Housing Assistance Plan (CHAP); and WHEREAS, CMB has codified a master plan process to guide the future development and growth of MOUNT SINAI, including innovative initiatives such as density bonuses for the provision of such items as affordable housing and child care services by MOUNT SINAI; and WHEREAS, CMB and MOUNT SINAI desire to make a formal commitment to address workforce housing for healthcare ESP's by proposing a workforce housing project to the Florida Housing Finance Corporation's ("FHFC") Page 1 of 6 Community Workforce Housing Innovation Pilot Program ("CWHIP"), that leverages public and private resources. NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually agreed and covenanted, under seal, by and between the parties to this Agreement, as follows: 1. Representations of MOUNT SINAI a. Upon award of the CWHIP grant, MOUNT SINAI commits to rehabilitate the second and third floors of the Lowenstein Building, consisting of seventy-six (76) apartments, to create affordable workforce housing for ESP's employed at Mount Sinai. These units will be used as workforce housing for income-eligible individuals for fifty (50) years (the affordability period), commencing from the date FHFC awards CWHIP funding to the MOUNT SINAI-CMB public-private partnership. Mount Sinai will manage the Lowenstein Building and ensure that FHFC rental rates, ESP, and affordability period requirements under CWHIP are met throughout the fifty (50) year affordability period. b. MOUNT SINAI shall submit to CMB for approval the proposed rents for the CWHIP units. CMB shall approve submitted rents if such rents comply with applicable FHFC and CWHIP program standards. c. MOUNT SINAI shall provide CMB with the initial tenant list, and any and all subsequent updates, amendments and modifications thereto, with documentation for all tenants in the CWHIP units confirming income and job description. d. Annually, MOUNT SINAI shall deliver to CMB's Housing Division, by October 31 ~ of each calendar year, during the affordability period, a list that includes names of tenants, income and job description, rents charged, and the occupancy/vacancy factor of each unit for the prior fiscal year (October 1ST through September 30"'). e. MOUNT SINAI shall indemnify and hold harmless CMB from any and all claims, liabilities, losses, and causes of action which arise out of any act, omission, negligence or misconduct on the part of MOUNT SINAI or any of its agents, servants, employees, contractors, patrons, guests, patients, or invitees. MOUNT SINAI further shall indemnify and hold harmless CMB from any and all claims or repayment requirements imposed by FHFC or any other State agency related to MOUNT SINAI's failure and/or inability to comply with any and all requirements and guidelines of the CHWIP program. The indemnifications contained herein are intended by the parties to survive termination of this MOU. Page 2 of 6 2. Representations of CMB a. Upon grant approval, and provided further that (i) the CMB Health Facilities Authority approves a declaration of a surplus and funding recommendation, and (ii) the funding award, CMB shall contribute $250,000 toward the total costs of rehabilitation of the Lowenstein Building's second and third floors. b. As a participant in this project, CMB Administration shall appear before the Health Facilities Authority to present the project with MOUNT SINAI and recommend in favor of funding this project, in the amount of $120,000 in 2008; $120,000 in 2009; and $10,000 in 2010. c. CMB Administration shall develop a Workforce Housing Funding Partnership Agreement with MOUNT SINAI for the use of HFA funding (if recommended by the HFA). Notwithstanding the preceding sentence, said Workforce Housing Funding Partnership Agreement shall be subject to and contingent upon final approval by the CMB Commission. d. CMB shall review in a timely manner all documents submitted by MOUNT SINAI pursuant to this Agreement including the proposed rents, the initial tenant list, and the annual report. City shall respond to MOUNT SINAI with the necessary approval or denial of said documents, within a reasonable time period. e. CMB shall review and approve the proposed rents for the CWHIP units, said approval shall not be unreasonably withheld upon determination by CMB that the proposed rents comply with the applicable FHFC and CWHIP program standards. f. Consistent with the LHAP approved by the Miami Beach City Commission for the expenditure of SHIP funds, CMB shall apply certain affordable housing incentives as it deems reasonably necessary, to this workforce housing project, including expedited processing of permits. g. CMB shall work with MOUNT SINAI to conduct concurrent, rather than sequential, review of all City review and approval of building plans related to this project. 3. Term and Termination a. The term of the MOU shall commence following approval by the Mayor and City Commission and execution by the parties hereto, and shall be on the date first written above and shall continue for a term of fifty (50) years or until such time that it is replaced by the Workforce Housing Funding Partnership Page 3 of 6 Agreement, in the event that such agreement is approved by the CMB Commission. b. This MOU may be terminated by MOUNT SINAI with not less than one hundred twenty (120) days prior written notice of intent to discontinue CHWIP eligible activity at the project site and compliance with all related FHFC and CHWIP regulations and Section 1.e of this MOU. In the event that this MOU is terminated by MOUNT SINAI prior to completion of eligible activity at the project site, or in violation of or non-compliance with all related FHFC and CWHIP regulations, and/or non-compliance with any term and/or provision of this Agreement, MOUNT SINAI acknowledges and agrees that the City shall have no liability, whether to MOUNT SINAI, FHFC, and or any other State agency and/or any other third parties, and MOUNT SINAI shall fully indemnify and hold harmless the CMB for any claims and/or causes of actions (individually without limitation, repayment of any monies imposed by FHFC and/or any other State Agency). c. This MOU may be terminated by CMB with not less than one hundred twenty (120) days prior written notice of MOUNT SINAI's failure to cure a determination by CMB or any other authorized entity such as FHFC that the project is not in compliance with all related FHFC and CHWIP regulations or the terms of this MOU. Additionally, in the event of termination by the CMB, MOUNT SINAI shall continue to indemnify and hold the City harmless, and the City's rights and remedies shall be the same as set forth in Section i(e) and 3(b), respectively, of the Agreement. 4. Notifications All notifications shall be in writing: If to MSMC: Mount Sinai Medical Center of Florida, Inc. Wamer Building, 5th Floor 4300 Alton Road Miami Beach, FL 33140 Attention: Mirene Charles, Director of Government Relations Copy to: Mount Sinai Medical Center of Florida, Inc. Wamer Building, 5th Floor 4300 Alton Road Miami Beach, FL 33140 Attention: General Counsel Page 4 of 6 If to CMB: City of Miami Beach Attention: Kevin Crowder, Economic Development Director 1700 Convention Center Drive Miami Beach, FL 33139 Copy to: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attn: Housing & Community Development Division 5. Governing Law This MOU shall be governed and construed in accordance with the Laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. CMB and MOUNT SINAI hereby knowingly and intentionally waive the right to trial by jury in any action or proceeding that CMB and MOUNT SINAI may herein after institute against each other with respect to any matter arising out of or related to this Agreement. Page S of 6 IN WITNESS WHEREOF, MOUNT SINAI and CMB have executed this Agreement as of the day and year first written above by their duly authorized representatives. Mount Sinai Medical Center of Florida, Inc. By: Name: Steven D. Sonenreich Title: President & CEO Attest: City of Miami Beach By: Name: David Dermer Title: Mayor Attest: Name: Robert Parcher Title: City Clerk Page 6 of 6