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Community Building Agreement for the Transit Village Project Draft 07.22.09

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COMMUNITYBUILDING

AGREEMENTDRAFT

07.22.09

for the

Transit Village Project

at NW 7thAve and 62ndSt.

Executive Summary .....................................................................p.2

Community Building Agreement ...................................................p.4

Attachment 1: First Source Hiring Program .................................p.18

prepared by Coalition Initiating Committee:

Miami Workers Center, LIFFT, NANA, Laborers International Union-Local 1652, Greene DreamsShoe Repair, Mop City Barber Shop, Leon Custom Tailor Shop, New World Academy,Africans R Us, Trinity 99 Cent Store, Penny Warehouse, Game Stop, Moorer Towing

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SUMMARY OF COMMUNITY BUILDING AGREEMENTFOR THE TRANSIT VILLAGE PROJECT

PURPOSE of the Community Building Agreement (CBA) is to insure that the employment,business and housing opportunities that result from the Transit Village development support andstrengthen disadvantaged businesses and residents of the local community.

LIVING WAGE JOBS AND JOBS TRAINING FOR LOCAL RESIDENTS

Coordinated Job Training Program. 100 residents receive training for jobs (at least 50are for skilled jobs that pay above living wage)

First Source Hiring Program for all new hires

Run by a mutually acceptable local nonprofit

All hiring to be conducted initially through referrals from First Source Hiringprogram

First Hiring Priority: Low-Income Individuals living in the Project Impact Areafor at least one year and Special Needs Individuals;

Second Priority: Low-Income Individuals residing in the County.

Goals50% first priority and 75% second priority. This should total at least 200jobs.

All employers (except 16 returning or locally owned small business) must pay theCounty Living Wage

All construction contracts must require payment of prevailing wage. Enforcement is the same as with the County Living Wage including involvement of

Living Wage Commission

SMALL BUSINESSES GET SUPPORT AND COME BACK Relocation Assistance

All relocating businesses will receive full Relocation Costs including all reasonablemoving costs and setup costs;

At least three relocation sites comparable to the existing site with respect topedestrian and vehicular traffic, parking, public transportation, square footage andother reasonable business amenities;

Review of potential County owned sites for relocation;

If relocation site requires increased rent then County will reimburse extra rent for

60 months;All reasonable moving costs and setup costs for return to the site.

Relocation ServicesBusiness and technical assistance

Limited traffic on 6th Court Right of Return for all existing businesses.

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Lost revenue compensation to address lost revenue incurred by each small businessdisplaced and/or impacted as a result of the transit village project

LONG-TERM PERMANENT SLOTS FOR SMALL BUSINESSES

Up to 16 returning businesses or locally owned small businesses shall occupy theTransit Village site.

These businesses will receiveCounty assistance and services from half-time person.Non-exclusive parking access.Comprehensive ongoing business development assistance program.Five years with no increase in rent from prior to relocation.

HOMES LOCAL RESIDENTS CAN AFFORD

200 units of affordable housing built, if possible, by community based nonprofits;100 units affordable to 30% of median income.

100 units affordable to 65% of median income.Built within a half mile of project site. First occupancy priority Scott/Carver Displacees. Second occupancy priority MDHA waiting list. Separate list developed for 65% units.

TRANSPORTATION IMPOROVEMENTS

Commitment to improve schedules and/or buses on local routes. Commitment to install more local bus shelters.

CRITICAL SERVICES PROVIDED

Best efforts to include in Transit Village:

Bill Payment Station, 24 Hour Urgent Care facility, a Wellness Center thataddresses holistic methods of approaching health care, and an Afro-centric Library.An outdoor gathering space (amphitheater) that can seat up 75 people and an indoorcommunity meeting space that can hold 200 people (1000 square feet).

ENFORCEMENT is by the County or private enforcement.

COMMUNITY CONTROLLED DEVELOPMENT: The Miami Workers Center and thesmall businesses that are to be displaced and/or impacted at the site to comprise a non-profitdevelopment team that develops the site.

COALITION ADVISORY COMMITTEE provides oversight.

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N.W. 7th AVE AND 62nd ST. TRANSIT VILLAGE PROJECTCOMMUNITY BUILDING AGREEMENT

I. PURPOSE

The purpose of this Community Building Agreement for the NW. 7th Ave and 62nd St. TransitVillage Project is to provide for a coordinated effort between the Coalition, the County and theDeveloper to maximize the benefits of the Project to the surrounding community. All parties

recognize and acknowledge that the NW. 7th Ave and 62nd St. Transit Village Project is substantiallypublicly funded, and that without these public subsidies the project would not be feasible. As a resultof that assistance, the project will create substantial employment opportunities, business, housing andother development opportunities which would not exist but for that assistance. It is the purpose of thisAgreement to insure that the employment opportunities, the business opportunities, the housingopportunities and the other opportunities, including all goods and services purchased in connection

with the development of this project, to the greatest extent feasible assist disadvantaged businesses andresidents of the local community, as well as the small local businesses forced to relocate as a result ofthe project.

For these reasons, and in consideration of mutual promises, undertakings, and covenants, theadequacy of which the Coalition, the County and the Developer hereby acknowledge, the Coalition, theCounty and the Developer, on behalf of themselves and their respective successors, partners, andassigns, agree to the terms set forth in this Community Building Agreement. This CommunityBuilding Agreement will provide business opportunities for the area small businesses; targetemployment opportunities and decent jobs to residents in the local community; and provide permanentaffordable housing.

II. DEFINITIONSAs used in this Community Benefits Program, the following capitalized terms shall have the followingmeanings. All definitions include both the singular and plural form.

Business Support Center shall mean the sixteen business sites in the Project occupied by

existing businesses or locally owned businesses as described in Section V. F. herein.

County shall mean the Miami Dade County and Miami Dade County Transit Agency.

Coalition (participating organizations/businesses to be named)

Contract shall mean a contract related to use, maintenance, or operation of the Developmentor part thereof.

Contractor shall mean a prime contractor, a subcontractor, or any other business entering intoa contract related to the construction, use, maintenance, or operation of the Project or partthereof.

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Developer shall mean the Miami-Dade Empowerment Trust, Inc. and any developmentpartner that is yet to be designated.

Project shall mean the N.W. 7th Ave and 62nd St. Transit Village Project.

Development Agreement shall mean any Development Agreement, purchase/sale agreement,

incentive agreement, subsidy agreement, or similar agreement regarding the Site, between theDeveloper and the County.

Existing Business shall mean all businesses that were operating on the site as of July 1, 2006.

Existing Businesses as defined herein shall be entitled to the benefits described herein if they

relocate from the site at any time after July 2006 provided that prior to their relocation theywere in business at that location for at least 6 months, and they notified the Miami Dade CountyTransit Agency and informed them of their relocation address.

Locally Owned Small Business shall mean any business that is wholly owned by individualswho reside in the Project Impact Area as defined herein. If a business is owned by acorporation then the corporation must be wholly owned by individuals who reside in the ProjectImpact Area. If the business is owned by a partnership then all partners must reside in theProject Impact Area.

Low-Income Individual" shall mean an individual whose household income is no greater than80% of the median income for the Standard Metropolitan Statistical Area.

Referral System Agency shall mean the nonprofit agency chosen pursuant to Section III D. to

operate the Referral System.

Site shall mean the approximately 4.3 acres located at the southeast corner of N.W. 7th Ave

and 62nd St. in the City of Miami, County of Miami-Dade, Florida, between 60 th St on the

south, N.W. 62nd St. on the north, 6th Ct on the east and N.W. 7th St. on the west.

Tenant shall mean any entity that enters into a lease agreement or similar agreement for useof space within the Development. Tenant, for purposes of this agreement, shall not includeany individual person whose legal residence is on-Site.

Project Impact Area shall mean the area bounded by Highway 112 on the south, 103rd

Street on the north, Highway 95 on the East and 27th Ave on the west.

III. PRIORITY HIRING AND JOB TRAINING

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A. Purpose - The purpose of this Section is to facilitate the customized training and employment oftargeted job applicants in the jobs created by the Project. This Section establishes (1) a mechanismwhereby targeted job applicants will receive job training in the precise skills requested by employers inthe Project, and (2) a non-exclusive system for referral of targeted job applicants to employers in the

Project as jobs become available.

B. Customized Job Training Program - The N.W. 7th Ave and 62nd St. Transit Village Project FirstSource Hiring Program, described below, will coordinate job training programs with appropriatecommunity-based job training organizations. Prior to hiring for jobs within the Project, employers mayrequest specialized job training for applicants they intend to hire, tailored to the employers particular

needs, by contacting the Referral System Agency. The Referral System Agency will then work withappropriate community-based job training organizations to insure that these applicants are providedwith the requested training. At least 100 targeted applicants will receive job training (at least 50 ofthese will receive be placed in skilled jobs that pay above the living wage).

C. N.W. 7th Ave and 62nd St. Transit Village Project First Source Hiring Program for TransitVillage Employers -The County, Developer, Contractors, and Tenants and any other person or entity

employing individuals on the project site shall participate in the N.W. 7 th Ave and 62nd St. TransitVillage Project First Source Hiring Program for Transit Village Employers, attached hereto as

Attachment No. 1, with respect to all new hires. Under the N.W. 7th Ave and 62nd St. TransitVillage Project First Source Hiring Program, the Referral System will promptly refer qualified, trained

applicants to employers for available jobs. The terms of the N.W. 7th Ave and 62nd St. TransitVillage Project First Source Hiring Program for Transit Village Employers shall be part of anyDevelopment Agreement, Request for Proposals, deed, lease, or contract with any prospectiveDeveloper, Contractors, and Tenants and any other person or entity employing individuals on the

project site.

D. N.W. 7th Ave and 62nd St. Transit Village Project First Source Hiring Program Referral

System - The N.W. 7th Ave and 62nd St. Transit Village Project First Source Hiring ProgramReferral System, to be established by the County, the Developer and the Coalition, will work withemployers and with appropriate community-based job training organizations to provide the referralsdescribed in this Section and in the attached First Source Hiring Program. The Coalition, the County,and the Developer will select a mutually agreeable nonprofit organization to staff and operate the N.W.

7th Ave and 62nd St. Transit Village Project First Source Hiring Program Referral System, as

described herein and in the N.W. 7th Ave and 62nd St. Transit Village Project First Source HiringProgram. The County and the Developer will provide sufficient funding to this organization to carryout its obligations under this contract. These funds shall include at a minimum sufficient funds toemploy a time staff person to coordinate and run the referral system.

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IV. LIVING WAGE PROGRAM

A. Developer Responsibilities Regarding Living Wages -

1. Introductiona) All Developers, Tenants, and Contractors and others employingindividuals on the site are receiving direct local subsidies through assisteddevelopment of the site or are contracting for goods or services with theCounty, either directly or through the related developing entities. Therefore,all such employers are expected to pay a living wage equal to or greater thanthat required by the Miami-Dade County*s Living Wage Ordinance or, forall contracts involving construction, alteration and/or repair of buildings,each craft or type of employee shall be paid an hourly rate as the Countydetermines is listed in local area nondiscriminatory negotiated contractsbetween organizations which represent employees and contractors asdetermined under County Code Section 2-11.16 or the hourly wages

determined by the U.S. Department of Labor under the Davis-Bacon Act,whichever is higher.b) Notwithstanding the foregoing, in order to minimize the burdens onexisting businesses and other locally owned small businesses beingdeveloped on the site, the provisions of this section regarding the payment ofwages, shall not apply to existing businesses, as defined herein, that return tothe site nor shall it apply to any locally owned small businesses that occupyone of the sixteen locations on site reserved for either existing businesses orlocally owned small businesses.

2. Compliance With Living Wage Ordinance - The County, Developer, Contractors,Tenants and any other person or entity employing individuals on the project site shallpay to all individuals employed on the site, full or part time, wages equal to or greaterthan that required by Miami-Dade County's Living Wage Ordinance, set forth in theMiami-Dade County Code, Section 2-8.9, to be paid to individuals covered by thatordinance, except that for all contracts involving construction, alteration and/or repairof buildings, each craft or type of employee shall be paid an hourly rate as the Countydetermines is listed in local area nondiscriminatory negotiated contracts betweenorganizations which represent employees and contractors as determined under CountyCode Section 2-11.16 or the hourly wages determined by the U.S. Department of Laborunder the Davis-Bacon Act, whichever is higher.

3. Certification - Any and all contracts, agreements or work orders described in SectionIV A.2 shall be void, and no funds may be released, unless prior to entering any suchcontracts, agreements or work orders, the employer certifies to the County in a formsubstantially similar to that required by the Miami-Dade County's Living WageOrdinance, set forth in the Miami-Dade County Code, Section 2-8.9, that it will payeach of its employees no less than that required in the preceding paragraphs. A copy ofthis certificate must be made available to the public upon request.

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4. Posting - A copy of the Living Wage and other rates required in a specific project shallbe kept posted by every employer covered by this agreement at the site of the work in aprominent place where it can easily be seen by the employees and shall be supplied tothe employee within a reasonable time after a request to do so. In addition, contractors

shall forward a copy of the requirements of this section to any person submitting a bidfor a subcontract on any service contract covered by this Agreement.

5. Collective bargaining - Nothing in this Living Wage Section shall be read to require orauthorize any employer to reduce wages set by a collective bargaining agreement or asrequired under any prevailing wage law.

6. Maintenance of payroll records - Each covered employer shall maintain payrolls forall covered employees and basic records relating thereto and shall preserve them for aperiod of three (3) years. The records shall contain:

a) The name and address of each covered employee;

b) The job title and classification;c) The number of hours worked each day;d) The gross wages earned and deductions made;e) Annual wages paid;f) A copy of the social security returns and evidence of payment thereof;g) A record of fringe benefit payments including contributions toapproved plans; andh) Any other data or information the County should require from timeto time.

7. Reporting Requirements - All employers required to comply with the Living Wagerequirements of Section IV A. 2 shall provide a report every six months to the Countyand to the Coalition providing, at a minimum, the following information:

a) Every six (6) months, the covered employer shall file with the Countyand the Coalition a complete payroll showing the employer's payrollrecords for each covered employee working on the contract(s) forcovered services for one or more payroll period. The records shallinclude the wage rate of the employee. It shall be the responsibility ofthe County to examine all payrolls for compliance within sixty (60) daysof receipt.

B. Enforcement - Any violations of the Living Wage Program may be enforced through the complaintand enforcement procedure provided for violations of the Miami Dade County Living Wage Ordinance,set forth in the Miami-Dade County Code, Section 2-8.9, including the oversight and review of theLiving Wage Commission of Miami Dade County.

C. Private Right of Action Against Employers - Any employee of a employer who is subject to theprovisions of this Living Wage Program, or any person who was formerly a covered employee of suchan employer, may in addition to any other remedies provided for in this Agreement, bring an action byfiling suit against the covered employer in any court of competent jurisdiction to enforce the provisions

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of this Program and may be awarded back pay, benefits, attorney's fees, and costs.

D. County Enforcement Against Employers - For violations of this program, the County maysanction an employer in the same manner as is set forth in the Miami Dade County Living Wage

Ordinance, Miami-Dade County Code, Section 2-8.9 for similar violations of that ordinance. All suchsanctions recommended or imposed shall be a matter of public record.

E. Retaliation and Discrimination Barred - An employer shall not discharge, reduce thecompensation or otherwise discriminate against any employee for making a complaint to the LivingWage Commission, the County, or otherwise asserting his or her rights under this Program,participating in any of its proceedings or using any civil remedies to enforce his or her rights under thisProgram. Allegations of retaliation or discrimination, shall be enforced in the same manner and subjectto the same penalties as set forth for similar violations of the Miami Dade County Living WageOrdinance, set forth in the Miami-Dade County Code, Section 2-8.9

F. Remedies Herein Non-Exclusive - No remedy set forth set forth herein is intended to be exclusiveor a prerequisite for asserting a claim for relief to enforce the right under this Program in a court of law.

V. SMALL BUSINESS DEVELOPMENT PROGRAM

A. Purpose - The purpose of this Section is to insure that (1) all existing businesses relocated due to

the N.W. 7th Ave and 62nd St. Transit Village are guaranteed a right to return to the new development

with a minimum impact; and (2) that the N.W. 7th Ave and 62nd St. Transit Village is developed so asto retain and encourage locally owned small businesses. The development of the site to meet the needsof locally owned small businesses is consistent with the extensive community planning and input

sessions undertaken by the County and the Developer and is designed to maximize the utility of the sitefor the local community.

B. Relocation - Prior to relocation of any existing businesses the County, the Developer shall developwith input and comment from the Coalition, a Relocation Plan incorporating and explaining all of the

rights and benefits to be provided to all relocatees in the N.W. 7th Ave and 62nd St. Transit Village.In addition to all other relocation benefits as are required by law, the County and Developer covenantand agree that all existing businesses shall be provided with the following:

1. Compensation for all reasonable moving costs, including at a minimumthe following:

a) Packing, unpacking, disassembling and assembling;b) Moving of all material and equipment to the new site;c) Set up and installation of equipment at new site;d) Interior and exterior revitalization of new site (including electrical andplumbing)e) All permits and licenses;

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f) Cost of signage;g) Advertising sufficient to notify customers and community of relocation;h) Initial rental payment at the relocation site including first month and lastmonth and/or security deposit, if required.

2. The County and Developer will assist each existing business with respect to identifyingrelocation sites. Each existing business will be offered at least three relocation sitescomparable to the existing site with respect to pedestrian and vehicular traffic, parking,public transportation, square footage and other reasonable business amenities prior tobeing required to relocate.

3. If the County and Developer are unable to identify three comparable relocation siteswith regular market rent comparable to the rent being paid by the existing business atthe Site, the County and Developer may include otherwise comparable sites and shall

agree to pay the difference between the rent being paid by the existing business at thetime of relocation and the rent required at the new sites for a period of sixty months.

4. The County will make available to existing businesses the addresses of all Countyowned sites within an area within two miles of the existing site and agrees to discuss, ingood faith, any proposals by existing businesses for redevelopment of those sites forrelocation of the existing businesses, including proposals for reduced rent.

5. The County and Developer agree to pay existing businesses that exercise their right toreturn as described hereafter for all reasonable moving costs to the redeveloped site,including specifically those costs described in subparagraph (a) above.

6. In order to assist the existing businesses through the relocation period with a minimumof losses, each of the existing small businesses shall receive technical assistanceincluding financial planning, business planning, grant writing, andmarketing/advertising. These services shall be made available prior to the relocation offsite.

C. Affected Businesses on 6th

Ct - The County and the Developer acknowledge that the businesses on6th Ct between 62 St and 60th St would be severely harmed by any significant disruption of traffic on 6thCourt, before, during or after construction. Therefore the County and Developer shall plan theconstruction and the project in such a way as to minimize any disruption to the flow of traffic on 6

th

Court between 62 St and 60th St. In addition, the County and Develop agree that, at no time shalltraffic be prevented from utilizing 6th Court for more than one hour during the period from 6:00 a.m. to10:00 p.m.

D. Lost Revenue - The County and Developer recognize that, despite their best efforts, the existingbusinesses are threatened with potentially severe hardship due to the relocation and/or the impact of thedevelopment and construction that will not be recompensed by relocation benefits guaranteed by the

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Uniform Relocation Act. Therefore the County and Developer agree to compensate any existingbusiness that suffers loss, including lost profits, over and above that which is compensated by theUniform Relocation Act. If the affected businesses on 6th Court are forced to halt operations and thuslose revenue due to construction than they shall be eligible for additional compensation.

E. Right of Return - The County covenants and guarantees that all existing businesses shall have a

right to return to the N.W. 7th Ave and 62nd St. Transit Village after development. In order tofacilitate and implement the right of return the County and Developer further covenant and agree that

the N.W. 7th Ave and 62nd St. Transit Village will be developed in good faith to facilitate the returnof the existing businesses, including at a minimum the following:

1. The Transit Village Project will include sufficient retail square footage to reasonablyaccommodate at least the sixteen existing businesses, should they desire to return afterthe development of the Transit Village.

2. The existing businesses shall be informed of the redevelopment plans on a regular basisand shall be informed, at least six months prior to final occupancy of the redevelopedsite, as to the location and availability of the retail sites. The Developer and the Countyshall work with the Coalition and the existing businesses in good faith to determine thesites for each of the existing businesses that has expressed a desire to return. If theDeveloper, the County, the Coalition and the existing businesses cannot agree to a sitingplan that is satisfactory to all of the existing businesses that have expressed a desire toreturn to the redeveloped site, then sites shall be chosen by lot. Existing businesses shallbe able to choose storefront locations if they so desire.

3. After initial sites are chosen in accordance with the prior paragraph, and no later than

three months prior to final preparations for occupancy each existing businesses shallmake an irrevocable choice as to whether they wish to exercise their right to return tothe redeveloped site. Only existing businesses that have affirmatively exercised theirchoice to return at that time shall have a right to occupy the redeveloped site.

4. At any time after it is determined which existing businesses have affirmativelyexpressed their right to return, the Developer, the County and the existing businessesthat have affirmatively exercised their right to return may mutually agree to modify theirchoice of sites.

F. Small Business Development -

1. If less than sixteen existing businesses choose to return to the redeveloped site, theDeveloper and the County will recruit locally owned small businesses so that at leastsixteen of the businesses on the redeveloped site are either existing businesses who havechosen to return to the site or locally owned small businesses. The County andDeveloper shall utilize their best efforts to guarantee that the site continues to maintainat least sixteen businesses on the redeveloped site which are either existing businesses

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who have chosen to return to the site or locally owned small businesses for a period of atleast thirty years. The County and Developer shall cooperate with the Coalition, theexisting small businesses and other local business development organizations to locatelocally owned small businesses for the site. If, after using their best efforts, the County

and Developer are unable to fill all the 16 small business sites with either existingbusinesses or locally owned small businesses, the County and the Developer, afterreporting their efforts to the Coalition and the existing businesses, may fill the remainingreserved small business sites with small businesses wholly owned by residents ofMiami-Dade County. The sixteen sites reserved for existing businesses or locallyowned small businesses and such support and assistance as is described herein shallconstitute the Business Support Center (BSC). The County shall provide such funds asare necessary to fulfill the commitments herein, which shall include sufficient fundingfor one time staff person and 500 sq feet of space in the new facility. This funding isin addition to the funding required under Section III.D. of this Agreement The BusinessSupport Center may be collocated with the First Source Hiring Program.

2. For a period of at least five years from the date of their return to the site, all existingbusinesses that return shall be charged rent at a rate no greater per square foot than thatwhich they were being charged prior to relocation from the site. After five years fromthe date of their return to the site, the rent charged the existing businesses cannot beraised by more than ten percent per year until they are being charged a reasonablemarket rate rent.

3. Any other locally owned small businesses which occupy one of the sixteen smallbusiness sites shall be charged a rent no greater than the highest rent paid by any of thereturned existing businesses at the time that the locally owned small business firstoccupies the site.

4. The site shall be developed so that all returning existing businesses and locally ownedsmall businesses that operate within the sixteen reserved small business sites on theredeveloped site shall be provided with a reasonable amount of nonexclusive parkingsites on the redeveloped site without charge so as to accommodate their employees andretail customers. Additional nonexclusive customer free parking shall also be provided,either on site or within a reasonable proximity, for locally owned small businessesoperating on N.W. 7

thAve. within one block north or south of the project.

5. The County and the Developer shall provide a comprehensive ongoing businessdevelopment program to all of the businesses occupying the sixteen sites reserved forexisting businesses and locally owned small businesses. The program shall includeassistance in financial planning, business planning, grant writing, andmarketing/advertising. This program is in addition to any technical assistance providedas part of the relocation as described above.

VI. AFFORDABLE HOUSING DEVELOPMENT PROGRAM

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A. Purpose - County and Developer covenants and agrees to include at least 200 affordable housingunits as part of the Project. This housing is being included by the County and Developer in order toinsure that the housing developed on the site benefits the surrounding community. These 200 unitsmust be rentals and must remain rentals for 30 years.

B. Affordable Housing Program - To further its connection to the surrounding neighborhoods, theCounty and the Developer proposes to work, in good faith, with community-based housing developersto implement this affordable housing plan.

1. Percentage Affordable Units - The Developer shall develop or cause to be developed100 affordable housing units that are affordable to, and occupied by, households makingup to 30% of the area median income as defined by the U.S. Dept. of Housing andUrban Development. The Developer shall also develop or cause to be developed 100affordable housing units that are affordable to, and occupied by, households making upto 65% of the area median income as defined by the U.S. Dept. of Housing and UrbanDevelopment.

2. Location - 100 of the Affordable units must be built on site. The other 100 can be builteither on site or off-site. Units built off site will be located in an areas within a one-half

mile radius from the intersection of N.W. 7th Ave and 62nd St.a) Tenants First priority for initial occupancy of these units shall be tohouseholds relocated from Scott Homes or Carver Homes PublicHousing Project, who shall be informed of the initial availability of theseunits in a manner to be agreed upon by the Coalition and the County.All other tenants for those units affordable to households making up to30% of the area median income shall be taken from households on theMiami Dade County Housing Agency Section 8 Waiting List who livewithin one mile of the site. Tenants for those units affordable to

households making up to 65% of the area median income shall be takenfrom a waiting list developed by Miami Dade County Housing Agency incooperation with the Coalition for this purpose. No applicant may bedenied tenancy solely because they are utilizing a Section 8 HousingChoice Voucher or other housing subsidy for payment.

VII. TRANSPORTATION

A. Purpose - The purpose of this section is to insure that Miami Dade Transit Authority, as part of theeffort to improve transit access and the transit experience for residents in and around the Project ImpactArea, seeks to address existing transit needs in the community.

B. Transportation Improvements - These shall include but not be limited to increase number ofbuses, frequency and/or sizes of buses on main lines servicing the Project Impact Area including the77, 17, 54 and 22.

C. Bus Stop Improvements - A significant number of bus stops in the Project Impact Area shallinclude shelters to protect bus riders from the rain and sun. These shall be placed throughout the

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project impact area.

VIII. CRITICAL SERVICES

A.Purpose - The County and Developer shall seek to address the existing needs for services that arenot currently being met in the Project Impact Area expressed by current residents through surveys andthe community input process.

B. Securing critical services - The County and the Developer shall make every effort necessary tosecure the following establishments within the Transit Village Development: Bill Payment Station, 24Hour Urgent Care facility, a Wellness Center that addresses holistic methods of approaching healthcare, and an Afro-centric Library.

IX. SPACE

A.Purpose - The County and the Developer shall insure that adequate gathering spaces are includingin the Transit Village for the use and benefit of residents in the Project Impact Area.

B. Community space - The Transit Village shall include an outdoor gathering space (amphitheater)that can seat up 75 people and an indoor community meeting space that can hold 200 people (1000square feet).

X. ENFORCEMENT In addition to other enforcement provisions as are set forth herein thisAgreement may be enforced as follows:

1. Enforcement by County. The County shall investigate complaints relating to implementation ofthis agreement. The Developer shall cooperate fully and promptly with any such investigation,and shall make available to the County all requested records and information the Countyreasonably deems relevant to monitoring the implementation of this agreement. If the Countydetermines that the provisions of this agreement are not being followed, it will engage in agood-faith effort to hear all sides and to negotiate a resolution. If the County cannot negotiate aresolution within a reasonable period of time, the County may pursue any available legalremedies, including but not limited to any or all of the following penalties and relief:

a) A legal action to enforce this agreement and/or any term or covenantthereof;b) A declaration of ineligibility for future County contracts under such termsas the County may determine.

2. Nothing in this Section VII shall derogate or limit the rights of the parties, or intendedbeneficiaries to this agreement to enforce this agreement through pursuit of any available legalor equitable remedies.

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3. Injunctive Relief. This agreement may be the basis for a request for injunctive relief withrespect to performance of any term of this agreement. The parties hereto agree that moneydamages may not be an adequate remedy for any breach (or threatened breach) of thisagreement, and agree that this agreement may be enforced by an application for a preliminary

or permanent injunction, by a decree of specific performance, or other such order or decree of acourt of competent jurisdiction. The agreed remedies set forth elsewhere in this agreement shallnot be construed to limit or derogate any legal or equitable remedy authorized by applicable lawor a courts ability to determine facts, weigh evidence, and exercise its own discretion with

respect to enforcement of any term or condition of this agreement.

VIII. COALITION ADVISORY COMMITTEE

A. Formation and Operation - To assist with implementation of this Community BuildingAgreement, and to facilitate an ongoing dialogue between the Coalition, the County and the Developer,the Coalition, the County and the Developer shall establish a working group of representatives of theCoalition, the County and the Developer, known as the Advisory Committee. This AdvisoryCommittee shall meet quarterly, unless it is mutually agreed that less frequent meetings are appropriate.Among other issues, the Developer shall seek the input of the Advisory Committee in the Developers

preparation of the construction management plan, the traffic management plan, and the neighborhoodtraffic protection plan.

B. Annual Reports - The County and Developer shall prepare annual reports on the implementation ofthis Agreement and the progress of the Site Development program, and shall forward these reports to

the Coalition representative. These reports shall include a description of all actions the County and theDeveloper have taken to implement or comply with the requirements of this Agreement, with detailsufficient for the Coalition Representative to determine compliance with this Agreement. Upon requestfrom the Coalition Representative, the County and Developer shall provide any records or informationnecessary to monitor compliance with the provisions of this agreement. The County and Developershall require all contractors, lessees and licensees and others covered by the terms of this agreement toprovide any records or information necessary to monitor compliance with the provisions of thisagreement.

IX. GENERAL PROVISIONS

A. Compliance with State and Federal Law - This agreement shall only be enforced to the extent thatit is consistent with the laws of the State of Florida and the United States. If any provision of thisagreement is held by a court of law to be in conflict with state or federal law, the applicable law shallprevail over the terms of agreement, and the conflicting provisions of this agreement shall not beenforceable.

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B. Severability Clause - If any term, provision, covenant, or condition of this Community BenefitsProgram is held by a court of competent jurisdiction to be invalid, void, or unenforceable, theremainder of the provisions shall continue in full force and effect.

C. Material Terms - All provisions and attachments of this Community Benefits Program are materialterms of this Community Benefits Program.

D. Notice - All notices shall be in writing and shall be addressed to the affected Parties at the addressesset forth below. Notices shall be: (a) delivered by in person service to the addresses set forth below, inwhich case they shall be deemed delivered on the date of delivery, as evidenced by the written report ofthe courier service, or (b) sent by certified mail, return receipt requested, in which case they shall bedeemed delivered three business days after deposit in the United States mail. Any Party may change itsaddress or the name and address of its attorneys by giving twenty days notice to the other parties of theAgreement. Notice of a change shall be effective only upon receipt. The addresses of the Parties forpurpose of notices are:

Miami- Dade County;Developer;Coalition.

E. Waiver -The waiver of any provision or term of this Agreement shall not be deemed a waiver of anyother provision or term of this Agreement. The mere passage of time, or failure to act upon a default,shall not be deemed a waiver of any provision or term of this Agreement.

F. Time of the Essence -Time is of the essence in this Agreement.

G. Entire Agreement - This Agreement contains the entire agreement between the parties andsupersedes any prior agreements, whether written or oral.

H. Binding and Enforceable Upon Signature - As to any Party, this Agreement shall be bindingupon, and as of the date of, the Partys execution of this Agreement. This Agreement shall beenforceable by any Party and each Partys respective successors and assigns.

I. Amendments - This Agreement may not be altered, amended or modified, except by an instrumentin writing signed by the each of the Parties in existence at the time.

J. Reformation - If any term, provision, covenant or condition of this Agreement is held by a court ofcompetent jurisdiction to be invalid, void or unenforceable, the Parties shall amend this Agreementand/or take other action necessary to achieve the intent of this Agreement to the extent consistent with

the ruling of the court.

K. Further Assurances - Each Party covenants that it will take all actions and do all things, and toexecute, with acknowledgment or affidavit if required, any and all documents and writings, that may benecessary or proper to achieve the purposes and objectives of this Agreement and to provide and secureto the other parties the full and complete enjoyment of itsrights and privileges under this Agreement.

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L. Effective Date - This Agreement shall be effective upon execution by all parties.

M. Severability - If any term, provision, covenant, or condition of this Agreement is held by a court of

competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shallcontinue in full force and effect.

N. Binding on Successors - This Program shall be binding upon and inure to the benefit of thesuccessors in interest, transferees, assigns, present and future partners, subsidiary corporations,affiliates, agents, representatives, heirs, and administrators of any party that has committed to complywith it. Any reference in this Program to a party shall be deemed to apply to any successor in interest,transferee, assign, present or future partner, subsidiary corporation, affiliate, agent, representative, heiror administrator of such party.

O. Lease Agreements and Contracts - The County and Developer shall not execute any deed, lease,sublease agreement or other contract regarding the site, unless the entirety of this Program is includedas a material term thereof, binding on all parties. All entities entering into a deed, lease, or contractrelating to the rental, sale, lease, use, maintenance, or operation of the Project or part thereof shall becovered by this Community Benefits Program, through the incorporation of this agreement into thedeed, lease, or contract.

P. Assurance Regarding Preexisting Contracts - Each Party warrants that as of the date of executionof this agreement, it has executed no lease agreement, contract, or purchase agreement that wouldviolate any provision of this agreement had it been executed after the effective date of this Document.

Q. Intended Beneficiaries - The County, the Developer, the Coalition and the existing businesses, asdefined herein, are intended third-party beneficiaries of contracts and other agreements which

incorporate this agreement, with regard to the terms and provisions of this agreement. The County, theDeveloper, the Coalition and the existing businesses shall each independently have the right to enforcethe provisions of this agreement against all parties incorporating this agreement into contracts or otheragreements.

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ATTACHMENT 1:NW. 7TH AVE AND 62ND ST. TRANSIT VILLAGE PROJECT

FIRST SOURCE HIRING PROGRAM

FOR TRANSIT VILLAGE EMPLOYERS

I. PURPOSE

The purpose of this First Source Hiring Program is to facilitate the employment of Targeted Applicantsby Transit Village Employers. It is a goal of this First Source Hiring Program that this Program benefitTransit Village Employers by providing a pool of qualified job applicants, through a non-exclusive

referral system. This First Source Hiring Program is an attachment to the N.W. 7TH AVE AND 62NDST. TRANSIT VILLAGE PROJECT COMMUNITY BUILDING AGREEMENT and incorporatesall of the terms thereof.

II. DEFINITIONS

This Program incorporates the definitions of the Community Building Agreement. In addition, thefollowing terms shall have the following meanings. All definitions include both the singular and pluralform.

Transit Village Employer shall mean a party that, through a contract, lease, licensingarrangement, or other arrangement, agrees to, or is otherwise required to, comply with thisFirst Source Hiring Program with regard to Transit Village Jobs. Notwithstanding anyother provisions, Transit Village Employer shall not refer to any business occupying oneof the sites reserved for returning existing businesses or locally owned small businesses.

Transit Village Job shall mean a job that either (i) is performed On-Site, or (ii) is directlyrelated to a contract, lease, licensing arrangement, or other arrangement under which theemployer is a Transit Village Employer.

"Low-Income Individual" shall mean an individual whose household income is no greater than80% of the median income for the Standard Metropolitan Statistical Area.

Program shall mean this First Source Hiring Program.

Project Impact Area shall mean the area bounded by Highway 112 on the south, 103 rd St onthe north, Highway 95 on the east and 27

thAve on the west.

Referral System shall mean the referral system established to provide applicant referrals forthe Program.

Special Needs Individuals shall mean: (i) individuals who receive or have received public

assistance through the Temporary Assistance for Needy Families Program, within the past 24months; (ii) ex-offenders, or (iii) chronically unemployed

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Targeted Applicants shall have the meaning set forth in Section IV, below.

III. COVERAGE

This Program shall apply to hiring by Transit Village Employers for all Transit Village Jobs , except for

jobs for which the hiring procedures are governed by a collective bargaining agreement that conflictswith this Program.

IV. TARGETED APPLICANTS

Referrals under the First Source Hiring Program shall, to the extent permissible by law, be made in theorder of priority set forth below.

o First Priority: Low-Income Individuals living in the Project Impact Area for at least one yearand Special Needs Individuals;o Second Priority: Low-Income Individuals residing in the County.

V. INITIAL TRANSIT VILLAGE EMPLOYER ROLES.

A. Liaison. Each Transit Village Employer shall designate a liaison for issues related to theProgram.B. Long-Range Planning. Any entity that is to become a Transit Village employer shall, atleast two months prior to commencing operations with respect to the Transit Village, provide tothe Referral System the approximate number and type of jobs that it intends to fill and the basicqualifications necessary.

VI. TRANSIT VILLAGE EMPLOYER HIRING PROCESS

A. Notification of Job Opportunities - Prior to any new hiring for any Transit Village Job, an TransitVillage Employer shall notify the Referral System, by e-mail or fax, of available job openings andprovide a description of job responsibilities and qualifications, including expectations, salary, workschedule, duration of employment, required standard of appearance, and any special requirements (e.g.language skills, driver's license, etc.). Job qualifications shall be limited to skills directly related toperformance of job duties.

B. Referrals - After receiving a notification under Section VI.A above, the Referral System shallpromptly but in no case longer than five days, unless agreed to by the Referral System and TransitVillage Employer, refer to the Transit Village Employer one or more Targeted Applicants who meetthe Transit Village Employer's qualifications.

C. Hiring -1. New Employer Targeted Hiring Period - When making new initial hires for thecommencement of Transit Village Employer's operations related to the Transit Village, theTransit Village Employer shall consider and hire only Targeted Applicants for a three weekperiod following provision of the notification described in Section VI.A. After this period, theTransit Village. Employer shall make good-faith efforts to hire Targeted Applicants, but mayconsider and hire applicants referred or recruited through any source.

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2. Established Employer Targeted Hiring Period - When making any new hires after thecommencement of operations related to the Transit Village, a Transit Village Employer shallconsider and hire only Targeted Applicants for a two week period following provision of thenotification described in Section VI.A. After this period, the Transit Village Employer shall

make good-faith efforts to hire Targeted Applicants, but may consider and hire applicantsreferred or recruited through any source.

3. Hiring Procedure During Targeted Hiring Periods - During the periods described in SectionsI.C.1 and 2, above, Transit Village Employers may hire Targeted Applicants recruited orreferred through any source. During such periods Transit Village Employers shall use normalhiring practices, including interviews, to consider all applicants referred by the Referral System.

4. No Referral Fees - No Transit Village Employer or referred job candidate shall be requiredto pay any fee, cost or expense of the Referral System or this Program in connection with referrals.

5. Employers will use their best efforts to hire at 50% first priority targeted applicants and at l east 75% second priority targeted applicants. Overall in the Transit Village Development, atleast 200 of the jobs must be filled by targeted applicants.

VII. REPORTING AND RECORDKEEPING.

A. Reports - During the time that this Program is applicable to any Transit Village Employer, thatEmployer shall, on a quarterly basis, notify the Referral System of the number, by job classification, ofTargeted Applicants hired by the Transit Village Employer during that quarter, and the total number ofemployees hired by the Transit Village Employer for Transit Village Jobs during that quarter.

B. Record keeping - During the time that this Program is applicable to any Transit Village Employer,that Transit Village Employer shall retain records sufficient for monitoring of compliance with thisProgram with regard to each Transit Village Job, including records of notifications sent to the ReferralSystem, referrals from the Referral System, job applications received from any source, number ofTargeted Applicants hired, and total number of employees hired for Transit Village Jobs. To the extentallowed by law, and upon reasonable notice, these records shall be made available to the County and tothe Referral System for inspection upon request. The Coalition may request that the County providesuch records at anytime. Records may be redacted so that individuals are not identified by name and sothat information required by law to remain confidential is excluded.

C. Complaints - If the County, the Coalition, or the Referral System believes that a Transit VillageEmployer is not complying with this Program, then the designated County office shall be notified toensure compliance with this program.

D. Liquidated Damages - Each Transit Village Employer agrees to pay to the County liquidateddamages in the amount of $1,000 where the County finds that the Transit Village Employer hasviolated this Program with regard to hiring for a particular Transit Village Job. This liquidateddamages provision does not preclude the County from obtaining any other form of available

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relief to ensure compliance with this Program, including all of the remedies set forth in SectionVII of the Community Benefits Program Agreement.

VIII. MISCELLANEOUS

A. Compliance with State and Federal Law -This Program shall be implemented only to the extentthat it is consistent with the laws of the state of Florida and the United States. If any provision of thisProgram is held by a court of law to be in conflict with state or federal law, the applicable law shallprevail over the terms of this Program, and the conflicting provisions of this Program shall not beenforceable.

B. Severability Clause - If any term, provision, covenant or condition of this Program is held by acourt of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisionsshall continue in full force and effect.

C. Binding on Successors - This Program shall be binding upon and inure to the benefit of thesuccessors in interest, transferees, assigns, present and future partners, subsidiary corporations,affiliates, agents, representatives, heirs, and administrators of any party that has committed to complywith it. Any reference in this Program to a party shall be deemed to apply to any successor in interest,transferee, assign, present or future partner, subsidiary corporation, affiliate, agent, representative, heiror administrator of such party.

D. Lease Agreements and Contracts - Transit Village Employers shall not execute any subleaseagreement or other contract under which Transit Village Jobs may occur directly or indirectly, unlessthe entirety of this Program is included as a material term thereof, binding on all parties.

E. Intended Beneficiaries - The County, the Coalition, and the Referral System and targetedapplicants are intended third-party beneficiaries of contracts and other agreements that incorporate thisProgram with regard to the terms and provisions of this Program.

G. Material Terms - All provisions of this Program shall be material terms of any leaseagreement or contract in which it is incorporated.

H. Effective Date - Section VI of this Program shall become effective on the effective date of thecontract or agreement into which it is incorporated.

X. ENTIRE AGREEMENT

This Program is an attachment to the N.W. 7th AVE AND 62nd ST. TRANSIT VILLAGE PROJECTCOMMUNITY BENEFITS PROGRAM agreement and this program and that agreement form asingle agreement that contains the entire agreement between the parties on the subjects describedtherein, and supersedes any prior agreements, whether written or oral. This Program may not bealtered, amended or modified except by an instrument in writing signed in writing by all parties to thecontract in which it is incorporated.

cba july 22, 2009 (1)

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