Sie sind auf Seite 1von 7

Execution Copy

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding ( this "MOU") is made, entered into and effective as
of February 45,A , 2017, by and among Revitalize Mississippi, Inc., a Mississippi nonprofit
corporation ("RMI"), Jackson State University Development Foundation, a Mississippi
nonprofit corporation ("JSUDF"), University Park of Jackson I, LLC, a Mississippi limited
liability company ("UPJ I"), and University Park of Jackson II, LLC, a Mississippi limited
liability company ("UPJ II").

VVITNESSETH:

WHEREAS, RMI is a tax-exempt entity for federal and Mississippi income tax purposes
within the meaning of the Internal Revenue Code of 1986, as amended (the "IRC"), and
the Mississippi Code Annotated of 1972, as amended (the "Miss. Code"), respectively.
More specifically, RMI has been recognized as and is an organization described in section
501(c)(3) of the IRC, and in section 27-7-29(3) of the Miss. Code; and

WHEREAS, JSUDF is also a tax-exempt entity for federal and Mississippi income tax
purposes within the meaning of the WC and the Miss. Code, respectively. More
specifically, JSUDF has been recognized as and is an organization described in section
501(c)(3) of the IRC, and in section 27-7-29(3) of the Miss. Code; and

WHEREAS, UPJ I is a wholly-owned affiliate of JSUDF by virtue of JSUDE owning all


of the issued and outstanding membership interests of UPI I. For federal and Mississippi
income tax purposes, UPJ I is treated as a disregarded entity and thus as a division of
JSUDF. By virtue of this relationship, JSUDF is also acting on behalf of UPJ I in entering
into this MOU; and

WHEREAS, UPJ II is an affiliate whose issued and outstanding membership interests are
owned 99.99% by JSUDF. For federal and Mississippi income tax purposes, UPJ II is
consolidated with JSUDF. By virtue of this relationship, JSUDF is also acting on behalf of
UPJ II in entering into this MOU; and

WHEREAS, one of the exempt purposes of RMI for federal and Mississippi income tax
purposes is to clean up blight/vacant lots to combat community deterioration; and

WHEREAS, JSUDF directly owns or will directly own several blighted parcels situated in
Jackson, Mississippi; and

WHEREAS, RMI has offered to assist JSUDF in cleaning up and clearing certain of such
blighted parcels owned by JSUDF, all at no direct cost to JSUDF (such assistance activities
are hereinafter collectively referred to as the "Project"); and

WHEREAS, JSUDF appreciates RMI's offer and desires to accept such no-cost
assistance; and
WHEREAS, each of RMI, JSUDF, UPJ I and UPJ II have determined that the Project will
benefit the Jackson, Mississippi community by removing blight, making the affected
parcels more habitable, and generally improving the standard of living for the residents of
the City of Jackson.

NOW, THEREFORE, upon and in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the parties hereto agree as
follows:

ARTICLE I
IDENTIFICATION OF PARCELS

1.1 RMI and JSUDF have agreed as to the specific real estate parcels (the "Parcels")
that will be involved in the Project and thus subject to this MOU. These are the lots upon
which structures to be demolished are situated and they are more particularly described on
Exhibit "A" attached hereto. The Parcels on Exhibit "A" are described by reference to the
parcel numbers assigned to them by the Hinds County, Mississippi Tax Assessor.

ARTICLE II
JSUDF'S OBLIGATIONS, AUTHORIZATIONS AND REPRESENTATIONS

2.1 JSUDF shall cause any of the Parcels that are currently or that will be in the record
title name of UPJ I or UPJ II to be transferred by the appropriate form of deed (as JSUDF,
UPJ I and UPJ II shall determine) so that prior to the commencement of any work on the
Project, all of the Parcels will be in the record title name of JSUDF.

2.2 JSUDF shall be responsible for ensuring that prior to the commencement of any
work on the Project, there will not be (a) any liens, encumbrances or restrictions in effect
against or applicable to the Parcels such that the Project would be in violation of any
lienholder rights or contrary to any such restrictions, or (b) any other legal conditions
which would otherwise prevent its undertaking of the Project.

2.3 JSUDF shall provide RMI with a written "Notice to Proceed" with the Project,
which notice shall evidence JSUDF's compliance with the provisions of Sections 2.1 and
2.2 above. Upon RMI's request, JSUDF agrees to provide RMI with reasonable
documentation that confirms such compliance.

2.4 The Notice to Proceed shall also serve as JSUDF's authorization and license for
RMI to enter onto the Parcels for the sole purpose of carrying out the Project and for
obtaining the appropriate permits in the name of JSUDF, RMI, or an independent
contractor performing work on behalf of RMI.

2.5 In the event it is determined that the representations and assurances described in
Section 2.2 above were inaccurate, or violated by JSUDF at the time the written Notice to

2
Proceed is delivered to RMI and as a result RMI suffers loss, expenses or damages of any
kind (collectively, "Damages"), or any threat of Damages, then JSUDF agrees to
inderrmify and hold harmless RMI for the amount of any such Damages, plus reasonable
related fees and expenses arising from the inaccuracy or violation of said representations
and assurances.

2.6 JSUDF hereby represents that it is (a) a nonprofit corporation formed under the
laws of the State of Mississippi and is in good standing, and (b) currently a tax-exempt
entity for federal and Mississippi income tax purposes. More specifically, JSUDF
represents that it has been recognized as an organization described in section 501(c)(3) of
the WC, and in section 27-7-29(3) of the Miss. Code and that its tax-exemption has not
been revoked by the Internal Revenue Service or by the State of Mississippi.

2.7 Neither JSUDF, UPJ I or UPJ II has a current plan or intention to utilize the Parcels
for any purpose that is inconsistent with JSUDF's exempt purposes.

2.8 After completion of the Project, in the event subsequent use of one or more of the
Parcels by JSUDF, UPJ I, or UPJ II directly results in an audit of RMI by the Internal
Revenue Service, the Mississippi Depaitment of Revenue, or any threat of adverse federal
or Mississippi income tax consequences to RMI, JSUDF agrees to indemnify and hold
harmless RMI for the amount of any such adverse tax consequences, plus reasonable
related fees and expenses arising from the audit, threat, or adverse tax consequences.

ARTICLE III
RIVII'S OBLIGATIONS, AGREEMENTS AND REPRESENTATIONS

3.1 RMI hereby represents that it is (a) a nonprofit corporation formed under the laws
of the State of Mississippi and is in good standing, and (b) currently a tax-exempt entity for
federal and Mississippi income tax purposes. More specifically, RMI represents that it has
been recognized as an organization described in section 501(c)(3) of the IRC, and in
section 27-7-29(3) of the Miss. Code and that its tax-exemption has not been revoked by
the Internal Revenue Service or by the State of Mississippi.

3.2 RMI hereby agrees to carry out the Project by demolishing the structures (which
are in dilapidated condition) on the Parcels. The Project shall be carried out in an
expeditious manner using sound and professional means and methods of workmanship.

3.3 RMI shall use its best efforts to complete the Project within ninety (90) days after
JSUDF delivers the Notice to Proceed described in Section 2.3 above, provided all
necessary permits are promptly issued without undue delay by the appropriate
governmental authorities.

3.4 The Project shall be undertaken and completed at the sole expense of RMI, using
funds that it will secure, and at no cost to JSUDF, UPJ I or UPJ II.

3
3.5 RMI or its designee shall enter into all agreements or arrangements with the
contractors, vendors or service providers (collectively, the "Workers") who will perform
the work on the Project; neither JSUDF, UPJ I or UPJ II shall be a party to any such
agreements, neither shall the Workers or any of their subcontractors or subagents be
considered agents or employees of JSUDF, UPJ I, or UPJ II.

3.6 RMI shall take steps to ensure that all Workers and costs related to the Project are
paid so that no materialmen's or similar liens are placed against the Parcels as a result of
carrying out the Project.

3.7 RMI agrees that it shall enter onto the Parcels to carry out the Project as a licensee
of JSUDF and shall act accordingly. RMI shall be responsible for the overall supervision
of the Workers and the Project Work and shall comply with all state and local ordinance,
rules and regulations that are applicable to such demolition and clearing work.

3.8 In order to minimize the risk of uncovered liability associated with the Project
work, RMI agrees that prior to commencing work, it will secure and maintain during the
Project adequate liability insurance or cause its Workers to secure adequate liability
insurance. "Adequate liability insurance" for these purposes means insurance (1) designed
to protect against bodily injury, or property damage or loss connected to or arising out of
the Project work, (2) where coverage is provided by an insurance company authorized to
write the following insurance in the State of Mississippi, and (3) within the following
limits, more specifically:

(a) Worker's Compensation Insurance: Coverage to be at the required statutory


amounts in Mississippi, but only in the event RMI or the Workers are required by
law to carry such insurance; and

(b) General Liability Insurance: Commercial general liability insurance, naming


and protecting RMI and JSUDF against claims for damages resulting from (i)
bodily injury, including wrongful death, and (ii) property damage which may arise
from operations under the Project, whether such operations be by the Workers or
by any subcontractor or anyone directly or indirectly employed by any of them.
The insurance requirements are:

$1,000,000 Each Occurrence


$1,000,000 Personal Injury
$2,000,000 General Aggregate

JSUDF shall be named as Additional Insured under such coverages and


prior to work commencing on the Project, RMI agrees to furnish JSUDF with a certificate
of insurance confirming the matters described in this Section 3.8.

4
ARTICLE IV
MISCELLANEOUS

4.1 Severability. If any clause, provision or section of this MOU be held illegal or
invalid by any court, the invalidity of such clause, provision or section shall not affect any
of the remaining clauses, provisions or sections hereof, and this MOU shall be construed
and enforced as if such illegal or invalid clause, provision or section had not been
contained herein.

4.2 Amendments. Any amendments to this MOU shall be in writing and signed by all
parties who are affected by such amendment or their respective successors and assigns.

4.3 Applicable Law and Venue Selection. This MOU shall be governed by the laws of
the State of Mississippi. Venue for any legal or equitable action arising from this MOU
shall be in the Circuit or Chancery Court of the First Judicial District of Hinds County,
Mississippi.

4.4 Counterparts. This MOU may be executed in two or more counterparts, each and
all of which shall be deemed an original and all of which together shall constitute but one
and the same instrument.

4.5 Representations. The representations of the parties made in Articles II and III
above are an integral part of this MOU and in each instance form the basis for the
respective parties' agreeing to enter into this MOU. Accordingly, if any such
representations are inaccurate, they may constitute a material breach of this MOU.

4.6 Notices. All communications and notices expressly provided for herein shall be
sent, by certified (receipt requested) and first class mail, postage prepaid, by a nationally
recognized overnight courier for delivery on the following business day or by verified
electronic mail, as follows:

REVITALIZE MISSISSIPPI, INC.: Dr. James H. Johnston


President
460 Glenway Drive
Jackson, MS 39216
Email: jhj615@gmail.com

With Copy to: Andrew D. Frame, Esq.


Adams & Reese LLP
1018 Highland Colony Parlcway
Suite 800
Ridgeland, MS 39157
Email: andy.frame@arlaw.com

5
JSUDF, UPJ I & UPJ Ms. Sandra L. Hodge
Interim Executive Director
P.O. Box 17144
Jackson, MS 39215-0144
Fax No. 601-203-6193
Email: sandralhodge@jsums.edu

With Copy to: Alveno N. Castilla


Butler Snow LLP
1020 Highland Colony Parkway
Suite 1400
Ridgeland, MS 39157
Email:
alveno.castilla@butlersnow.com

Or to such other address as the receiving party shall have most recently forwarded to the
sending party pursuant to the provisions of this section 4.5.

IN WITNESS WHEREOF, RMI, JSUDF, and JSUDF acting for and on behalf of
UPJ I and UPJ II, have executed this MOU on the dates set forth opposite their respective
names.

REVITALIZE MISSISSIPPI, INC

Date: F:6-einit7 621 2.0/7 By:

Title:

JACKSON STATE UNIVERSITY


DEVELOPMENT FOUNDATION
(for itself and on behalf of its wholly owned
affiliate, University Park of Jackson I, LLC
and its 99)9% owned affiliate, University
Park of J ckson I, LLC)

Date:

6
EXHIBIT "A"
Parcel List for the Demolition Project

1. 144-23-1 24. 144-42-5


2. 144-23-2 25. 144-42-8
3. 144-23-3 26. 144-42-9
4. 144-22-1 27. 144-42-10
5. 144-29 28. 144-42-13
6. 144-109 29. 144-87
7. 144-119 30. 144-93
8. 144-110 31. 144-94
9. 144-111 32. 144-20
10. 144-112 33. 144-36
11. 144-112-1 34. 143-41
12. 144-86 35. 144-91
13. 144-84-1
14. 144-26
15. 144-27
16. 144-89
17. 144-92
18. 144-88
19. 144-115
20. 144-28-1
21. 144-38
22. 144-39
23. 144-42-2

Das könnte Ihnen auch gefallen