Res No 242-10-13276RESOLUTION NO:
242 -10 -13276
A Resolution of the Mayor and City Commission of the City of South
Miami, Florida, authorizing the City Manager to execute a contract
agreement with Miami -Dade County's Safe Neighborhood Parks Bond
Program for the Dison Park Improvements in the amount of $60,000; and
providing for an effective date.
Whereas, Miami -Dade County's Safe Neighborhood Park Bond Program is awarding a
grant to the City of South Miami for the Dison Park Improvements for $60,000; and
Whereas, the City of South Miami submitted a grant application, as per resolution No.
194 -09 -13003 to the Miami -Dade County's Safe Neighborhood Parks Bond Program for Dison
Park Improvements, pledging the use of a FRDAP grant which was applied for the use of the
Dison Park Improvement, however was denied; and
Whereas, in order to remain compliant with the FRDAP grant agreement used to
purchase Dison Park and meet the scope provided within the SNP application, the City will be
installing picnic facilities, a walking trail and landscaping; and
Whereas, the grant requires a 50150 match, the City will be pledging as the match
amount the land acquisition expenditure which totaled $750,000 as defined in resolution No.
202 -07- 12587, for the Dison Park Improvements with warranty deed dated February 27, 2009;
and
Whereas, the Mayor and City Commission wish to accept the grant from Miami -Dade
County's Safe Neighborhood Parks Bond Program for Dison Park Improvements in the amount
of $60,000.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI THAT:
Section 1: The Mayor and City Commission authorize the City Manager to execute the
contract agreement with Miami -Dade County's Safe Neighborhood Parks Bond Program for the
Dison Park Improvements in the amount of $60,000.
Section 2: This resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED this 16
day of Nov. , 2010.
ATTEST: APPROVED:
Pg. 2 of Res. No. 242 -10 -13276
mp
r
COMMISSION VOTE:
5 -0
Mayor Stoddard:
Yea
Vice Mayor Newman:
Yea
Commissioner Palmer:
Yea
Commissioner Beasley:
Yea
Commissioner Harris:
Yea
1"ifim, "TI iT„T,
*AmmicaGIV
CITY OF SOUTH MIAMI y
OFFICE OF THE CITY MANAGER
INTER- OFFICE MEMORANDUM 2001
To: The Honorable Mayor & Members of the City Commission
Via: Hector Mirabile, PhD, City Manager 11
From: Alfredo Riverol, CPA, Cr.FA, Chief Finanetal Officer
Date: November 9, 2010 Agenda Item No.:
A Resolution of the Mayor and City Commission of the City of South Miami,
Subject: Florida, authorizing the City Manager to execute a contract agreement with
Miami -Dade County's Safe Neighborhood Parks Bond Program for the Dison Park
Improvements in the amount of $60,000; and providing for an effective date.
The City of South Miami submitted a grant application, as per resolution No. 194-
09 -13003 to the Miami -Dade County's Safe Neighborhood Parks Bond Program
for Dison Park Improvements, pledging the use of a FRDAP grant which was
applied for the use of the Dison Park improvement, however was denied.
Furthermore, in order to stay compliant with the FRDAP grant agreement used to
Background: purchase Dison Park and meet the scope provided within the SNP application, the
City will be installing picnic facilities, a walking trail and landscaping. In addition,
the grant requires a 50150 match, the City will be pledging as the match amount
the land acquisition expenditure which totaled $750,000 as defined in resolution
No. 202 -07- 12587, for the Dison Park Improvements with warranty deed dated
February 27, 2009.
0 Resolution # 194 -09- 13003.
Resolution # 202 -07- 12587.
Backup • FRDAP letter describing land acquisition improvement.
Documentation: 0 FRDAP grant denial.
• Two e-mail confirmations from SNP.
• Warranty Deed for the Dison Property Acquisition.
RESOLUTION NO. 202 -07 -12587
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
APPROVING THE LEASE - PURCHASE AGREEMENT WITH
THE TRUST FOR PUBLIC LAND TO PURCHASE THE
PROPERTY KNOWN AS THE DISON PROPERTY;
AUTHORIZING THE EXPENDITURE OF $750,000.00. TO BE
EXPENDED AS FOLLOWS: $200,000.00 CARRYOVER FROM
PRIOR YEAR CONTINGENCY, $350,000.00 FROM CURRENT
YEAR CONTINGENCY, AND $200,000.00 FROM FRDAP
MATCHING GRANT, PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Mayor and City Commission of the City of South Miami
and the residents of the City have always found that parks are a top priority; and,
WHEREAS, the Dison property provides the City the opportunity to
increase the City's park land and residential access to park land and programming;
and,
WHEREAS, the Dison property is one of the remaining forest hammocks in
the City; and,
WIIEREAS,.the- Mayor. and City-Commission desire to enter into the lease
purchase agreement with the Trust for Public Land to Purchase the Dison
Property.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1. The City of South Miami hereby approves the lease - purchase
agreement with the Trust for Public Land to purchase the property at known as the
Dison Property, in the substantial form as attached hereto as exhibit 1, which
exhibit is incorporated by reference into this resolution. The legal description for
the Dison property is contained within exhibit 1.
Section 2. The City hereby authorizes the expenditure of $750,000 for
the initial lease payment.
Additions shown by underlininc and deletions shown by ever#ME!ag.
Res. No. 202 -07 -12587
Section 3. The property Mraisal exceeds the Purchase price and is
attached as Exhibit A.
This resolution shall take effect immediately upon approval.
PASSED AND ADOPTED this 4"' day of December, 2007.
ATTEST:
YtY CLERK
APPROVED:
MAYOR
Office of City Attorney
Page 2 of 2
COMMISSION' VOTE:
4 -0
RE-AD AND VE STOF
Mayor r
absent
Vice Mayor Wiscombe:
Yea
Commissioner Bids:
Yea
Luis ueredo,
Commissioner Palmer:
Yea
Nagin Gallop Figueredo, P.A.
Commissioner Beckman:
Yea
Office of City Attorney
Page 2 of 2
T -HE
TRUST
F O R
PUBLIC
LAND
Conseroing
Land
jot People
January 4, 2008
VIA: Fed -EX
(305) 668 -2510
Luis Fugueredo
1Vagin Gallop Figueredo
18001 Old Cutler Road
Miami, Florida 33157
RE: Original Lease Purchase Agreements — Dison/So. Miami 52157 -533
Dear Mr. Fugueredo,
Enclosed are two original Lease Purchase Agreements.
Enclosures:
Southeast Region
306 N. Monroe Street
Tallahassee, FL 32301.7622
(850)2224913
Fax (850) 222.3133
Legal Dept. Fax (850) 222.8909
LEASE —PURCHASE AGREEMENT
City of South Miami/Dison Property
This Lease — Purchase Agreement (the "Agreement ") is entered into as of
2001i' between The Trust For Public Land, a California charitable corporation quali xed to trap ac
business in Florida, (hereinafter referred to as "Lessor" or "Seller "), and the City of South Miami,
Florida, (hereinafter referred to as the "Lessee," or "Buyer ").
WHEREAS, the Lessee has identified that certain property in Miami -Dade County, more
particularly described in Exhibit "A" attached hereto and by reference incorporated herein,
(hereafter, the "Property" or the "Leased Premises ") as property the Lessee desires to obtain for
public use such as public parks, open space, and conservation uses to meet the existing needs for
parks, open space and conservation in Miami -Dade County, Florida;
WHEREAS, Lessor intends to purchase the fee simple title to the Property for the purpose of
entering into this Lease — Purchase Agreement with the Lessee; and
WHEREAS, the Lessee and Lessor mutually desire to enter into this Lease— Purchase
Agreement for the Property,
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Lessee and Lessor have entered into this Agreement on the terms and conditions as set
forth below.
I . LEASE TERM AND CANCELLATION RIGHT,
(a) Lessor hereby leases to Lessee the Property for Lessee's use as a public, park, open
space and conservation purposes (the "Permitted Uses ") for a term oftliree (3) years commencing on
the day Lessor closes on the Property and takes title from the current owner (the "Commencement
Date "), and ending three years thereafter; (the "Lease Term ").
(b) Lessor and Lessee hereby agree that Lessee is granted the right to cancel this
Agreement beginning at the end of the second year of the Lease Term on the conditions set forth
below if, but only if, the Lessee makes a formal determination at aregulariy scheduled meeting ofthe
City Commission of the City of South Miami that moneys from ad valorem taxes, fees, other taxes or
assessments, or from other revenue sources are insufficient to pay the rent or purchase payments
required hereunder and monies are not appropriated by Lessee for the continuation of the Lease and
the payment of the rents required by this Agreement.
2. BASE RENT AND CREDIT FOR RENT
(a) Lessee agrees to pay to Lessor annual Base Rent in the following amounts:
(i) YEAR 1, on the Commencement Date of the Lease: a payment of
$500,000.00, which shall be equivalent to 100% of the "First Base Rent
Payment ";
(ii) YEAR 2, on or before the first anniversary of the Commencement Date, a
payment of $100,000.00 plus accrued interest as defined in Paragraph 2(c)
below (the "Second Base Rent Payment").
(iv) YEAR 3, on or before the second anniversary of the Commencement Date a
payment of $100,000.00 plus accrued interest as defined in Paragraph 2(c)
below (the "Third Base Rent Payment ").
(V). Three Years from the Commencement Date a payment of $50,000.00 plus
accrued interest as defined in Paragraph 2(c) below (the, "Final Base Rent
Payment").
(b) . Base Rent is payable in cash at Lessor's office by cashiers check, wire transfer or
other good funds each year on the annual anniversary of the Commencement Date. Base Rent shall
be paid to Lessor by a single check issued by the City of South Miami, Florida for the total amount
due.
(c) Lessee agrees that it shall pay interest-to Lessor on the unpaid balance of Base Rent
due under this..Lease Purchase Agreement. at the prime rate plus, 1.5% as. determined, by
America or SunTrust Bank of Northwest Florida, whichever is used as Lessor's Iender, beginning on
the Commencement Date and as subsequently adjusted on the day ofadjustment, commencing on the
date Lessor purchases the fee simple title to the Property. Notwithstanding the foregoing, Lessor
shall not be required to accept any installment of Base Rent which is more than 30 days past due
following written notice of non- receipt of Base. Rent payment.
(d) Lessor and Lessee agree that should Lessee fail to pay any Base Rent installment for
more than 30 days after becoming due and following written notice of non - receipt of Base Rent
payment, Lessor may declare the Lessee in default, and terminate the Agreement and Lessee's
occupancy pursuant to Ch. 53.01 F.S., gi. m.
(e) Credit for Rent.
(i) All Base Rent payments by Lessee to Lessor under this Agreement shall be
credited against the Purchase Price set forth in Paragraph 32 below at the
closing of the purchase by Lessee. Interest associated with the Base Rent'
Payment shall not be credited against the Purchase Price. In no event shall
the payments of Base Rent exceed the Purchase Price plus interest stated
herein less other credits set forth herein.
(f) Lessor agrees that Lessee has the right to prepay the Base Rent, in whole or in part,
without charge or penalty.
3. RIGHTS OF THE PARTIES UPON CANCELLATION OR TERMINATION
(a) The parties agree that in that event that (i) Lessee elects to not close the purchase of
the Property and pay the entire Purchase Price set forth In Paragraph 32, or (Ii) Lessee cancels the
Agreement in accord with Paragraph I(b), or the Agreement is terminated due to Lessee's default,
Lessee shall have no rights in the Property whatsoever, and Lessor is free to retain or sell and convey
the Property as it elects.
(b) Lessee hereby agrees that if it elects to cancel this Agreement prior to the first (Ist)
anniversary of the Commencement Date, or prior to exercising the option granted herein, it shall pay
to Lessor six months Base Rent based on a Base Rent of $ 100,000.00 for the second year of the
Lease, and may occupy the Property for six months to continue and wind up its uses. KLessee elects
at the end of the second year of the Lease Term to terminate the Lease as permitted without
exercising its option to purchase, Lessee may, at its option:
(i) Pay 50% of Base Rent of Year Two of the Term and vacate the Leased
Premises within six (6) months; or
(ii) Vacate the Leased Premises at the close of Year Two of the Lease Term.
q. ADDITIONAL RENT:
(a) In addition to Base Rent, Lessee shall pay to Lessor on demand all ad valorem
property taxes, sales taxes, intangible taxes and all other taxes payable on the leasehold and upon the
Property, and all interest which may accrue due to Lessee's late payment of Base Rent to Lessor as
Additional Rent ("Additional Rent").
(b) The term Additional Rent shall.include all payments other than Base Rent due to
Lessor under this Agreement.
Hereinafter, Base Rent and Additional Rent are sometimes collectively referred to as "Rents ".
5. 011IET.EN3OYMENT: Upon payment by Lessee ofthe Rents herein provided, and upon the
observance and performance of all terms, provisions, covenants and conditions on Lessee's part to be
observed and performed (subject to any applicable grace period), Lessee shall, subject to all of the
terns, provisions, covenants and conditions of this Lease, peaceably and quietly hold and enjoy the
Leased Premises for the Lease Term hereby demised.
6. INSURANCE:
(a) The Parties acknowledge that on the effective date hereof there are no improvements
on the Leased Premises. Any improvements contemplated by Lessee shall be made only with the
prior written approval of Lessor. The Lessee will include the Property and any improvements under
its policy with the Florida League of Cities. Lessee represents that the League of Cities insurance
policy includes, general liability, casualty and premises coverage. Lessee shall provide TPL with a
copy of its insurance policy coverages and limits in the event Lessee constructs any improvements on
the Leased Premises, Lessee shall insure at Lessee's expense all buildings, equipment and other
improvements on or relocated to the property ( "improvements").
(b) Lessee shall, to the extent allowed by law, indemnify, defend, and hold harmless
Lessor against any loss, expense, cost, or damages as a result of any pollution or hazardous substance
event, escape, or deposit, including losses incurred as a result of the escape of pollutants or
hazardous substances from the Property onto the property of others. Such indemnification shall
survive the Term of this Agreement.
GOVERNMENTAL. RED( UIREMENTS:
(a) Lessee shall faithfully observe in the use of the Property all municipal and county
ordinances and codes and state and federal statutes now in force or which may hereafter be in force.
(b) Lessee acknowledges that it has made all inspections of the Property as it deems
necessary, and accepts the Property in "as is" condition. In the event that Lessee shall construct or
relocate any Improvements on the Property, Lessee, at its expense, shall construct or relocate such
Improvements and make all changes and additions to such Improvements as may be required to
comply with all applicable laws, rules, and insurance regulations as modified or amended from time
to time during the Lease Term. In the event Lessee defaults and fails to make such changes and
additions to the Improvements so as to comply with applicable laws, rules, and insurance regulations,
Lessor, at its option may, but shall not be required to, make the required changes and additions. All
costs incurred by Lessor to provide such changes or additions are hereby deemed Additional Rent,
and are due and payable by Lessee on demand.
(i) Lessor will provide to Lessee at least 14 days prior to Lessee's Base Rent
payment on the Commencement Date a Boundary Survey of the Property and
which will be certified to Lessee and a copy of Lessor's Title Insurance
Commitment (the "Commitment "). Lessee hereby agrees to take possession
of the Property on the Commencement Date subject to all matters shown on
the survey, other than billboards or billboard leases, including survey defects,
encroachments, easements visible on the ground which may be revealed by
the survey, and all matters which would be visible upon a physical inspection
of the premises, and those matters specified in Schedule B -2 of the
Commitment. Billboards depicted on the survey, if any,. shall be removed
within ninety (90) days of the Commencement Date of the Lease.
11
s. SERVICES:
(a) Lessor shall provide no services to Lessee or to the Property during the Lease Term of
this Agreement. Lessee agrees that it shall provide all necessary services to the Property, which
Lessee's uses shall require, including electricity, potable water, sewage treatment and disposal,
garbage removal, and security services as needed, at Lessee's sole expense, and Lessee agrees to
provide all such services continuously during the Lease Term.
(b) in the event Lessee defaults in the provision of the above described services, Lessor,
at its option, may, but is not required to provide any such services. All costs incurred by Lessor to
provide such services are hereby deemed Additional Rent and are due and payable by Lessee upon
demand.
9. REPAIR OF LEASED PREMISESlALTERATION TO IMPROVEMENTS:
(a) Lessee shall, at Lessee's sole expense, maintain the Property and all Improvements on
the Leased Premises in good repair and working condition during the Lease Term. Duringthe Lease
Terra, Lessor shall have no obligation to maintain, repair or replace any components of any
Improvements on the Properly, but shall retain the right at its sole option, to make any such repairs or
additions.
(b) Lessee will make no material alterations or additions in or to the Leased Premises
without the prior written consent of the Lessor, which consent shall not be unreasonably withheld,
delayed, or denied, and shall, among other considerations, be predicated upon Lessee's use of
contractors who are acceptable to Lessor and who provide a full payment, completion and
perfonnance bond naming Lessor as an insured or beneficiary party. Lessee shall provide to Lessor.
notice.of.such alterations and-copies of as built plans. on completion.. All additions, fixtures, or new
building, except only furniture, fixtures, or relocated improvements which shall be readily removable
without injury to the Leased Premises, shall be and remain a part of the Leased Premises at the
expiration or termination of this Agreement. Lessee's obligation hereunder constitutes a recognition
of the necessity to maintain a uniformity of materials and systems throughout the Property and to
insure that the Property remains marketable for residential or park uses. Lessee may utilize its own
employees for alterations and repairs.
(c) in the event that the Lessees fails and defaults in its obligations under this Paragraph
9, Lessor may, but shall have no obligation to make any repairs, replacements or alterations to the
Property or Improvements which Lessor deems necessary to maintain the Property and
Improvements in tenantable and marketable condition, and all costs incurred by Lessor in making
such repairs, replacements or alterations shall be deemed Additional Rent which Lessee shall pay to
Lessor upon demand.
10. INDEMNIFICATION:
(a) Lessee further agrees that Lessee will pay alt claims of contractors, subcontractors,
mechanics, laborers, material men, and other items of like character related to work on the Property
authorized by lessee. Lessee shall ensure that all contractors providing services, materials or labor
shall post sufficient payment andperformance bonds in accord with Chapter 255.05, Florida Statutes,
and shall request that Lessor be named as a beneficiary thereof, as its interest may appear. Lessee
shall not waive the requirement for contractors' bonds on any construction or repairs on the Leased
Premises, or any Improvements thereon.
(b) The Lessee herein shall not have any authority to create any liens for labor or material
on the Lessor's interest in the Leased Premises and all persons contracting with the Lessee for the
destruction or removal of any facilities or other improvements or for the erection, installation,
alteration, or repair of any facilities or other improvements on or about the Leased Premises, and all
material- suppliers, contractors, mechanics, and laborers are hereby charged with notice (which notice
Lessee shall deliver in writing to each such party prior to the commencement of any service by said
party) that they must look only to the Lessee and to the Lessee's interests in the Leased Premises to
secure the payment of any bill for work done or material furnished at the request or instruction of
Lessee. The provisions of this paragraph may be set forth in any Memorandum of this Lease which
is recorded with Lessor's consent pursuant to Paragraph 30 hereof.
11. ESTOPPEL STATEMENT: Lessee agrees that from time to time, upon not less thanten (10)
days prior request by Lessor, Lessee will deliver to Lessor a statement in writing certifying (a) that
this Agreement is unmodified and in full force and effect (or, if there have been modifications, that
the Agreement as modified is in full force and effect and stating the modifications); (b) the dates to
which the rent and other charges have been paid; (c) to the best of Lessee's knowledge, that Lessor is
not in default under any provisions of this Agreement, or, if in default, the nature thereof in detail;
(d) whether or not Lessee is in occupancy of the Leased Premises, and (e) such other information
pertaining to this Agreement and Lessee as Lessor may reasonably request. Failure by Lessee to so
reply within said ten (10) days shall be deemed confirmation by the Lessee that aft parties are in good
standing under This Agreement.. -4 ...
12. ATTORNMENT: If the interests of Lessor under this Agreement shall be transferred
voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage oil the
Leased Premises, Lessee shall, at the election of such transferee, be bound to such transferee (herein
sometimes called the "Purchaser ") for the balance of the term hereof remaining, and any extensions
or renewals thereof which may be effected in accordance with the terms and provisions hereof, with
the same force and effect as ifthe Purchaser were the Lessor under this Agreement, and Lessee does
hereby agree upon written request to attorn to the Purchaser, including the mortgagee under any such
mortgage if it be the Purchaser, as its Lessor, said attomment to be effective and self - operative
without the execution of any further instruments, upon the Purchaser succeeding to the interest ofthe
Lessor under this Agreement. Notwithstanding the foregoing, however, Lessee hereby agrees to
execute any instrurrient(s) which Lessor may deem desirable to evidence said attornment by Lessee.
The respective rights and obligations of Lessee and the Purchaser upon such attomment, to the extent
of the then remaining balance of the Lease Term and any such extension and renewals, shall be and
are the same as those set forth herein. In the event of such transfer of Lessor's interest, Lessor shall
be released and relieved from all liability and responsibility to Lessee under this Lease or otherwise
from and after said transfer, but no liabilities and responsibilities accrued prior thereto, and Lessor's
successor by acceptance ofrent from Lessee hereunder shall become liable and responsible to Lessee
in respect to all obligations of the Lessor under this Agreement accruing from and after the date of
such transfer.
13. ASSIGNMENT OR SUBLETTING:
(a) Except as set forth herein, without the written consent of Lessor first obtained in each
case, Lessee shall not assign, transfer, mortgage, pledge, or otherwise encumber or dispose of this
Agreement or the Leased Premises or any part thereof; or permit the Leased Premises to be occupied
by other persons other than for park purposes. Lessee agrees that this Agreement and the option to
purchase contained herein may not be assigned to any entity or person other than any agency or
government or any entity holding tax exemption pursuant to Section 501(c)(3) of the Internal
Revenue Code. Lessor shall not have any obligation to consent to any assignment except as provided
in this Paragraph 13. The Lessor may, after default by the Lessee, collect or accept Rent from the
assignee, or occupant and apply the net amount collected or accepted to the Rent herein reserved, but
no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the
assignee, or occupant as Lessee, nor shall it be construed as, or implied to be, a release of the Lessee
from the farther observance and performance by the Lessee of the terms, provisions, covenants and
conditions herein contained, nor as an imposition upon Lessor of any of the obligations required of
Lessee as assignor under said sublease. Lessee shall not be permitted to sublet the Property.
(b) Any assignment, subletting, hypothecation, pledging or other disposition ofLessee's
interest hereunder, in violation of the terms hereof shall be deemed null and void, and shall
constitute an act of default hereunder.
14. SUCCESSORS AND ASSIGNS: All terns, provisions, covenants- and conditions to be
observed and performed by Lessee shall be applicable to and binding .upon Lessee's respective
>.....4.. .:...,.:.:.....administrators, successors and:. assigns, subject, hoot+evr, xo.lttesestrictions.:as.to assignment or
subletting by Lessee as provided herein. All express covenants ofthis Agreement shall be deemed to
be covenants running with the land.
15. HOLD HARMLESS OF LESSOR:
(a) In consideration of the Leased Premises being leased to Lessee for the above Rents
and the grant of an option to purchase, Lessee agrees, to the extent allowed by law: that Lessee, at
A times, will indemnify and hold hannless Lessor from all losses, damages, liabilities and expenses,
which may arise or be claimed against Lessor and be in favor of Lessee, any persons, firms,
corporations, governmental entities or any other entities, for any injuries or damages to the person or
property of Lessee or any persons, firms, corporations or any other entities, consequent upon or
arising from the use or occupancy of said Leased Premises by Lessee or consequent upon or arising
from any acts; omissions, neglect or fault of Lessee, its agents, servants, employees, licensees,
visitors, customers, patrons or invitees or consequent upon or arising from Lessee's failure to comply
with any laws, statutes, ordinances, codes or regulations as herein provided; that Lessor shall not be
liable to Lessee for any damages, losses or injuries to the persons or property ofLessee, its invitees,
licensees or patrons, which may be caused by the acts, neglect, omissions or faults of any persons,
firms, corporations, or other entities, except when such injury, loss or damage results solely from the
gross negligence or willful misconduct of Lessor, its agents or employees. All personal property on,
placed or moved into or on the Leased Premises shall be at the risk of Lessee or the owner thereof,
and the Lessor shall not be liable to Lessee for any damage to said personal property.
(b) In case Lessor shall be made a party to any litigation commenced against, by or
through Lessee, then to the extent allowed by law Lessee shall protect and hold Lessor harmless and
defend Lessor in connection with such litigation and any appeal thereof.
(c) To the extent allowed by law the indemnity to and hold harmless of Lessor set forth
above shall extend to and include any loss incurred by Lessor as a result ofthe deposition, escape or
discovery of anypoIlutant or hazardous substance without regard to the time at which the deposition,
discovery or escape may occur, or whether such conditions existed prior to the effective date ofthis
Agreement. The terms oftltis indemnity shall survive the closing of any sale of the Property and the
expiration of this Agreement.
(d) Nothing in this section should constitute a waiver by Lessee of the defense of
sovereign immunity.
16. ATTORNEYS' FEES AND ARBITRATIgN:
The Parties agree that this Agreement shall be governed in all respects by the law ofthe State
of Florida, without resort to its conflict of laws principles.
In the event that any dispute whatsoever arises with respect to this Agreement, the same shall
be submitted to private and confidential binding arbitration in Miami -Dade, Florida. The parties may
elect to arbitrate without invoking the jurisdiction ofthe American Arbitration Association ( "AAA. ").
gree,within ten „() 0),_d0ys 9f.. an. arbitration demand,, to. arbitrate, .....:
.. . .:....:. . .:.....liocvever, ifalze, parties cannot a .. .
without involving the AAA, the AAA jurisdiction automatically shall be invoked. Regardless ofthe
forum, the Commercial Arbitration Rules then published by the AAA shall apply, withthe following
exceptions:
(a.) For a dispute in which the amount in controversy is in excess of $100,000 there shall
be three arbitrators. Each party shall choose one arbitrator who neither is a competitor ofnor has any
current or past affiliation with either party. The two so selected arbitrators shall select a third
arbitrator, who shall chair the panel. For a dispute in which the amount in controversy is not in
excess of $99,999, there shall be one arbitrator.
(b.) Each party shall file and serve its detailed demand (or counter demand) setting forth
each claim for relief and/or a response setting forth each affirmative defense to the other party's
demand. Each party shall: (1) disclose at the time it initially files, the identity, position, and address
of each person most knowledgeable about the facts at issue; (2) designate each document or other
exhibit relevant to the facts at issue and provide a copy to the other party; and (3) state the law that
applies to the facts at issue. Each party may issue up to 25 interrogatories to be answered completely
by the other party, and may demand that all other relevant documents be produced within 30 days.
Each party may conduct up to four depositions (each to be taken in the location where the person or
0
party to be deposed has its/his /her office). All discovery shall conclude within six months from the
date the arbitrator(s) permit(s).discovery to commence.
(e.) The cost of the arbitration shall be assessed in accordance with the AAA Coihmercial
Arbitration Rules. The arbitration award shall be supported by written findings of fact and
conclusions of law. The prevailing party shall be entitled to recover all reasonable fees and expenses
incurred including fees and all expenses in enforcing the arbitral award by courts of competent
jurisdiction.
(d.) The power conferred by this arbitration provision is without prejudice to the right of
either party under applicable law to request interim relief directly from any count of competent
jurisdiction, without prior authorization from the arbitrator(s).
17. EMINENT DOMAiN: If during the term of this Agreement any material part ofthe Leased
Premises is taken by condemnation or eminent domain, which taking materially interferes with the
maintenance, operation or use of the Leased Premises as a public park or for residential or other
purposes, Lessormay elect to terminate this Agreement or to continue same in effeetprovided, that if
said taking materially interferes with Lessee's use and enjoyment of the Leased Premises, Lessee
may elect to terminate the Agreement. If neither Lessor nor Lessee elects to terminate the
Agreement, and if said taking reduces the area of the Leased Premises as apublic park the Base Rent
shall be, reduced in proportion to the area of the Leased Premises so taken. If any part of the Leased
Premises is taken by condemnation or eminent domain which renders the Leased Premises unsuitable
for its intended use for a public park or for residential purposes, or other purposes, the Lessee may
elect to terminate this Agreement. If any part ofthe Leased Premises is taken which does not render
the Leased Premises unsuitable for its intended use, and the Lessor does not otherwise elect to
terminate this Agreement, this Agreement shall continue in effect and the Base Rent shall be reduced, ,
by an amount no 'less than thatpaid to Lessor for the area of the Leased Premises so taken and Lessor
shall repair any damage to the remaining Leased Premises resulting from such taking as soon as is
practicable. If all of the Leased Premises are taken by condemnation or eminent domain, this
Agreement shall terminate on the date of taking. If this Agreement should be terminated under any
provision of this paragraph, Rents shall be payable up to the date that possession is taken by the
taking authority, and Lessor will refund to Lessee any prepaid unaccrued Rents, if any, pertaining to
any subsequent period, less any sum or amount then owing by Lessee to Lessor.' In addition, the
option payment may be refunded in the same amount as if the Lessee terminated the Agreement as
provided in Paragraph 34.
18. INSOLVENCYANDDEFAULT: All rights and remedies ofLessor herein enumerated shall
be cumulative, and none shall exclude another or any other right or remedy provided by law.
(a) If, after the applieable grace period, the Lessee defaults in the payment of Rent or any
other payment due hereunder, or in the prompt and full performance of any other provisions of this
Agreement, which default remains uncured for aperiod often (10) days after written notice to Lessee
from Lessor ofthe same (provided that if said non-performance cannot be cured within said ten (10)
day period, Lessee shall have a reasonable period of time to cure said default as long as Lessee
W,
diligently and continuously pursues said cure), or if the leasehold interest of the Lessee or fixtures of
Lessee are levied upon under execution or attached by process of law, and said levy or attachment is
not removed within thirty (3 0) days, or if Lessee makes an assignment for the benefit of creditors, or
if a receiver is appointed for any property of the Lessee, or if the Lessee abandons the Leased
Premises, then and in any such event, the Lessor may, if the Lessor so elects, but not otherwise, and
after ten (10) days' written notice thereof to Lessee forthwith terminate this Agreement and/or the
Lessee's right to possession hereunder.
(b) If the Lessee abandons the Leased Premises or otherwise entitles the Lessor so to
elect, and the Lessor does elect to terminate the Lessee's right to possession only, without
terminating the Agreement, the Lessor may, at the Lessor's option, enter into the Leased Premises,
remove the Lessee's signs and other evidence of tenancy, and take and hold possession thereof
without such entry and possession terminating the Agreement or releasing the Lessee in whole or in
part from the Lessee's obligation to pay the Rents hereunder for the full Lease Term, and in any such
case the Lessee shall pay forthwith to the Lessor, a suin equal to the amount of the Base Rent
reserved under this Agreement for the residue of the stated Lease Term. Upon and after entry into
possession of the Leased Premises without termination of the Agreement, the Lessor may, but need
not, relet the Leased Premises or any part tbereofwith or without any Personal Property that may be
therein, as the agent of the Lessee, to any person, firm or corporation other than the Lessee for such
Rent, for such time and upon such terms as the Lessor in the Lessor's sole discretion shall determine;
and the Lessor shall not be required to accept any lessee offered by the Lessee or to observe any
instructions given by the Lessee about such reletting. In any case, the Lessor may make repairs,
alterations and additions in or to the Leased Premises to the extent deemed by the Lessor necessary
or desirable, and the Lessee shall, upon demand, pay the cost thereof, together with the Lessor's
reasonable expenses of the reletting. If the consideration collected by the Lessor upon any such
reletting for the Lessee's account is not sufficient to pay monthly, the full amount of the Rent
.:reserved. in the Agreement, together with the costs of repairs, alterations, additions and the Lessor's, . ... .
expenses, the Lessee shall pay to the Lessor the amount of each monthly deficiency upon demand;
and if the consideration so collected from any such reletting is more than sufficient to pay the full
amount of the Rents reserved herein, together with the costs and expenses of the Lessor, the Lessor,
at the end of the stated Lease Term of the Agreement, shall account for the surplus to the Lessee.
Lessor shall use reasonable efforts to mitigate damages occasioned by Lessee's default provided that
to the extent substitute Lessees are available to relet the Leased Premises, Lessor shall not be
required to accept the same unless said prospective substitute lessee is a governmental agency or a
corporation holding tax exempt status pursuant to Section 501(c)(3) of the I.R.C.
19. NON -WAWBR OF DEFAULT. Failure of Lessor to declare any default immediately upon
occurrence thereof, or delay in taking any action in connection therewith, shall not waive such
default, but Lessor shall have the right to declare any such default at any time and take such action as
might be lawful or authorized hereunder, in law and/or in equity. No waiver by Lessor of a default
by Lessee shall be implied, and no express waiver by Lessor shall affect any default other than the
default specified in such waiver and that only for the time and extension therein stated.
No waiver of any term, provision, condition or covenant of this Agreement by Lessor shall be
deemed to imply or constitute a further waiver by Lessor ofany-other tenn, provision, condition or
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covenant of this Agreement, In addition to any rights and remedies specifically granted Lessor
herem, Lessor shall be entitled to all rights and remedies available at law and in equity in the event
that Lessee shall fail to perform any of the terms, provisions, covenants or conditions of this
Agreement on Lessee's part to be performed or falls to pay Ease Rent, Additional Rent or any other
sums due Lessor hereunder when due. All rights and remedies specifically granted to Lessor herein,
by law and in equity shall be cumulative and not mutually exclusive.
20. RIGHT OF ENTRY: Except when the Lessor perceives an emergency in which event the
Lessor may enter the Leased Premises at its reasonable discretion, Lessor, or any of its agents, shall
have the right, upon the giving of one (1) day's notice, to enter the Leased Premises during all
reasonable hours to examine the same or to make such repairs, additions or alterations as may be
deemed necessary for the safety, comfort, or preservation thereof, or of the improvements, or to
exhibit said Leased Premises at any time within one hundred eighty (1 %0) days before the expiration
of the Leased Term. Said right of entry shall likewise exist for the purpose of removing placards,
signs, fixtures, alterations, or additions which do, not conform to this Lease.
21, ' MAINTENANCE OF PROPERTY VALUE: Lessee acknowledges that it is the goveming
body of the City of South Miami and has the legal authority to regulate land use, zoning, and
planning in the City of South Miami. Lessee acknowledges that Lessor is acquiring the Leased
Premises solely for the purpose of conveying the Leased Premises to Lessee under this Agreement;
that Lessee has requested and induced Lessor to acquire the Leased Premises and to enter into this
Agreement. Lessee represents that at the date of execution ofthis Agreement Lessee does not intend
or contemplate any rezoning or reclassification of land use of the Leased Premises, or to initiate any
study or review of the existing zoning and land use classification; and that Lessor is acting in reliance
upon the above representations of Lessee; and that Lessor will be financially damaged by any
rezoning or land use reclassification which would reduce the fair market value of the Leased
Premises. ,Lessordoes not grant Lessee the perzxlissipn io..initiafie. or, show sny.efforts to change the
current zoning of the Property. Nothing in this paragraph 21 shall be construed as contract zoning by
the Lessee, On the date of the execution of this Agreement, Lessee shall obtain any temporary
zoning or land use changes or exceptions which may be required to permit Lessee's intended uses of
the Leased Premises during the Lease Term. Lessee shall not seek or make any such zoning or land
use changes to accommodate the Lessee's uses during the Lease Tema without the prior written
consent of Lessor. The patties agree that Lessor may withhold such consent if Lessor determines that
any such change extends beyond the end of the Lease Term or adversely affects the market value of
the Leased Premises.
22. CONDITION OF PREMISES ON TERMINATION OF LEASE:
(a) In the event Lessee does not elect to purchase the Property, Lessee agrees to surrender
to Lessor, at the end of the term of this Agreement or as provided in Paragraph 3(b) and/or upon any
cancellation of this Agreement, said Leased Premises in as good condition as said Leased Premises
were at the Commencement Date, ordinary wear and tear not caused by Lessee's negligence, an
insured casualty, an uninsured casualty not caused by Lessee and alterations approved by Lessor,
excepted. Lessee agrees that if Lessee does not surrender said Leased Premises to Lessor at the end
of the Lease Term of this Agreement or as provided in Paragraph 3(b) then Lessee will pay to Lessor,
I1
to the extent permitted by law, double the amount of the Base Rent paid by Lessee for the last month
of the Lease Term for each month or portion thereof that Lessee holds over plus all damages that
Lessor may suffer on account ofLessee's failure to so surrender to Lessor possession of said Leased
Premises, and will indemnify and save Lessor harmless from and against all claims made by any
succeeding Lessee of said Leased Premises against Lessor on account ofdelay of Lessor in delivering
possession of said Leased Premises to said succeeding Lessee so far as such delay is occasioned by
failure of Lessee to so surrender said Leased Premises in accordance herewith or otherwise.
(b) No receipt ofmoney by Lessor from Lessee after termination of this Agreement orthe
service of any notice ofoommencerament of any suit, arbitration, or final judgment for possession shall
reinstate, continue or extend the term of this Agreement or affect any such notice, demand, suite or
judgment for possession, or otherwise limit or affect any other remedies available to Lessor
hereunder unless the same shall he a compulsory counterclaim.
(c) No act or thing done by Lessor or its agents during the Term of this Agreement shall
be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept a
surrender of the Leased Premises shall be valid unless it be made in writing by a duly authorized
officer or agent of Lessor.
(d) In the event that this Lease - Purchase Agreement is terminated or expires as permitted
herein and Lessee does not close its purchase of the Property for any reason other than Lessor's
material default hereunder, and it is determined by alicensed professional engineer or geologist, that
during the period of Lessee's occupancy of the Property pollatants.oi hazardous materials have been
discharged or released on the Property in concentrations or amounts which exceed applicable legal
standards as set by Department of Environmental Resources Management (DERM) or the Florida
Department of Environmental Protection (FDEP) , Lessee shall be required to remediate the Property
incoordance with,tlie standards established by FDDP, DERIVE orother regulatory agency exercising...
jurisdiction over the cleanup. In the event that the existing contamination precludes Lessor's
reasonable use ofthe Property then the Lessee shall continue to be bound to pay Base Rent to Lessor
until the pollutants or hazardous materials have been remediated to the extent that Lessor may make
reasonable use of the Property. In no event will the Base Rent paid by Lessee exceed the total Base
Rent in Paragraph 2 ofthis Agreement. Nothing herein shall be construed to release Lessee from the
obligation to remediate the Property to the standards set by FDEP, DERM or other regulatory agency
exercising jurisdiction over the clean -up.
23. SIGNS: Seller reserves the right to place permanent informational plaques or signs on the
property purchased under this Agreement acknowledging the commitment.ofthe former owner, Ms.
Charlotte Dison, to the preservation of this property, and 'including a statement indicating that the
site was acquired with the assistance of The Trust for Public Land. The plaques or signs shall
contain The Trust for Public Land's logo, incorporated in a size. and position comparable to that of
other logos on the sign. The logo must adhere to TPL's graphic standards guidelines, which will be
provided to the Buyer along with electronic files of TPL's logo. TPL staffwill have an opportunity
to review and approve the sign design prior to production. All signs must comply with the
applicable City of South Miami ordinances.
WA
24. INVALIDITY OF PROVISION: If any term, provision, covenant or condition of this
Agreement or the application thereofto any person or circumstance shall, to anyexteut, be invalid or
unenforceable, the remainder of this Agreement or the application of such tem, provision, covenant
or condition to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby and each term, provision, covenant or condition of this
Lease shall be valid and be enforceable to the fullest extent permitted bylaw. This Agreement shall
be construed in accordance with the laws of the State of Florida.
25. TIME OF ESSENCE: It is understood and agreed between the parties hereto that time is of
the essence of all the terms, provision, covenants and conditions of this Agreement.
26. MISCELLANEOUS: The terms Lessor and Lessee, Seller and Buyer, as herein contained
shall include singular and/or plural, masculine, feminine and/or neuter, successors, administrators
and/or assigns wherever the context so requires or admits. The •terms, provision, covenants and
conditions ofthis Agreement are expressed in the total language of this Agreement and the paragraph
headings are solely for the convenience of the reader and are not intended to a all inclusive and shall
not be deemed to limit or expand any of the provisions of this Agreement. Any formally executed
addendum or rider to or modification of this Agreement shall be expressly deemed incorporated by
reference herein unless a contrary intention is clearly stated therein. Anything herein to the contrary
notwithstanding, Lessor shall not be or. be deemed to be in default hereunder unless it has failed to
cure its default within a reasonable time following its receipt ofnotice thereof. Notwithstanding any
otherprovision contained herein to the contrary, Lessor's liability hereunder or any other documents
executed in connection herewith, in the event of any uncured default by Lessor, shall be limited to
Lessor's interest in the Leased Premises, it being understood that none of Lessor's other assets shall
be sub) eet to any judgment against Lessor hereunder.
27.... . EFFECTIVE D -TE: Submission of this instrument for examination does not constitute an
offer, right of first refusal, reservation of or option for the Leased Premises. This instrument
becomes effective as an agreement upon execution and delivery by both Lessor and Lessee, and the .
payment by Lessee of all sums payable at execution of ibis Agreement.
28. ENTIRE AGREEMENT: This Agreement contains the entire agreementbetween the parties
hereto and supersedes all previous negotiations leading thereto, and it may be modified only by an
agreement in writing signed and sealed by Lessor and Lessee. No surrender oftbe Leased Premises,
or of the remainder of the Lease Term, shall be valid unless accepted in writing by a duly authorized
officer or agent of Lessor. Lessee acknowledges and agrees that Lessee has not relied upon any
statement, representation, prior written or prior to contemporaneous oral promises, agreements or
warranties except such as are expressed herein.
29. MEMORANDUM OF LEASE: At Lessor's request at any time during the Lease Term of
this Agreement, Lessee agrees to immediately join in a Memorandum of Lease in form and content
satisfactory to Lessor, which Memorandum shall be recorded in the Public Records of Miami -Dade
County, Florida.
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30. BROKERAGE: Lessor and Lessee represent and warrant that neither party has dealt with
any real estate broker in connection with this Agreement
31. FORCE MAJEURE: Lessor and Lessee shall not be required to perform any term, condition,
or covenant in this Agreement so long as such performance is delayed or prevented by force majeure,
which shall mean acts of God, labor disputes (whether lawful or not), material or labor shortages,
restrictions by any governmental authority, eiyil riots, floods, and any other cause not reasonably.
within the control of Lessor (or Lessee, as the case may be) and which by the exercise of due
diligence Lessor is unable, wholly or in part, to prevent or overcome.
32. LESSEE'S OPTION AND RIGHT TO PURCHASE: Provided that Lessee is not then in
default of any of the terms, provisions, covenants and conditions in this Agreement, the Lessee is
granted the exclusive and irrevocable right and option to purchase the fee simple title to the property
on or at any time before three (3) years from the Commencement Date, by giving notice of exercise
of the Option to Lessor no later than 60 days prior to each annual anniversary of the term thereafter.
The option to purchase granted herein shall expire sixty (60) days prior to the third (3d) annual
anniversary of the Commencement Date, unless otherwise extended by agreement among the Parties.
The option granted herein is coupled with an interest. The purchase price (the'Turobase Price) for
the Property on the Commencement Date shall be Seven Hundred and Fifty Thousand and 00 /100
Dollars ($750,000.00) and shall he as follows:
Lessee agrees to pay the Base Rent Payment of the Lease totaling $500,000.00, on the
Commencement Date. The, Second Base Rent Payment totaling $I OO,O.QO.QO.slta l bepaid in full on
ibe first anniversary of the Commencement Date. The Third Base Rent Payment totaling
$100,000.00 shall be paid on the second anniversary of the Commencement Date. The Final Base
Rent Payment totaling $50,000.00 shall be paid in full three (3) years from the CommencementDate.
All Base Rent payments paid by Lessee to Lessor under this Agreement shall be credited against the
Purchase Price at the closing of the purchase by Lessee.
For example, if the Lessee elects to purchase the Property after the Commencement Date
after the First Base Rent Payment totaling $500,000.00 has been made, Lessee shall receive a credit
of $500,000.00 against the Purchase Price at closing.
Notwithstanding anything herein to the contrary, in the event the Lessee procures grant finds
from the Florida Communities Trust C FC r) or any other grant program at any time during the term
of this Lease- Purchase Agreement, the entire sum necessary for the Lessee to acquire fee simple title
to the Property shall become due and payable and the parties shall proceed to close this transaction
within thirty (30) days of receipt of such grant funds.
33. OPTION TO PURCHASE CONSIDERATION:
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(a) Simultaneous with the execution of this Agreement, Lessee shall pay to Lessor the
sum of $100.00 in cash as non - refundable consideration for the exclusive right and option to
purchase the Property (hereafter, the "Option Money").
(b) All ofthe Option Moneypaid shall be credited by Lessor against the Purchase Price if
Lessee elects to close the purchase of the Property under this Agreement.
34. CASH TO CLOSE: At dosing, Lessee shall pay the difference between the Purchase Price
and the sum of credits against the Purchase Price as set forth in accordance with the provisions of
paragraph 32 of this Agreement, and other credits set forth in this Agreement paid by Lessee to
Lessor hereunder. Furthermore, Lessee shall pay to Lessor at closing, the accrued interest on the
remaining principal balance from the day of the immediately preceding Base Rent Payment until the
day of closing.
35. TITLE.
(a) Within 30 days following the exercise of the Option granted under this Agreement,
Seller shall deliver to Buyer a commitment, and, after closing, an owner's title policy, for owner's
title insurance, with a qualified title insurance company reasonably acceptable to Buyer, in the
amount of the Purchase Price, reflecting good and marketable fee simple title to the Property in
Seller, subject only to such easements and restrictions of record, visible easements not of record
disclosed in writing by Seller or Buyer, or by the survey, and applicable planning and zoning
-ordinances, all appearing in Lessor's Title Policy at the time Lessor acquires the Property. Buyer
hereby agrees that the matters shown on Exhibit "B ", constituting the Schedule B -2 exceptions in
.Seller's title insurance policy, shall each be permitted title exceptions (the "Permitted Title
Exceptions") to which Buyer may not object.,,
(b) Buyer agrees that it may not treat as an objection any matter shown on the
commitment resulting from any actor failure to act by Buyer, including but not limited to claims of
lien resulting from work performed on the Property or materials ordered byLessee to be incorporated
into the Property, and any ordinance, law or regulation affecting the Property which takes effect at or
following the date of Commencement of the Lease Term. Seller shall diligently attempt to satisfy
Buyer's stated title objections and shall have until the date of closing to do so.
Buyer acknowledges and agrees the Seller is taking title to the Property subject to existing
easements, covenants, and restrictions of record and has had an opportunity to review Seller's Title
Commitment at the time of Seller's acquisition of the Property and agrees to take title to the Property
on the same terms and conditions, and subject to the same title policy exceptions as they may appear
in Seller's title policy, and subject to the Permitted Title Exceptions.
36. CLOSIN : The purchase and sale transaction contemplated by this Agreement shall be
closed in accordance with the provisions of Paragraph 32 at a time and place mutually agreeable to
the parties at the offices of the title insurance agent issuing title insurance to the Buyer, recording
15
documents and disbursing funds. Seller shall deliver to Buyer at closing the following documents,
prepared by Seller's counsel:
(i) a general warranty deed to the Property meeting the requirements as to title of
Paragraph 35 above;
(ii) an owner's affidavit attesting to the absence of mechanic's or materialmen's
liens arising from work or materials contracted for by Seller, proceedings
involving Seller which might affect title to the Property, or parties in
possession other than Buyer.
(iii) Foreign Investment and Real Property Tax Act (FIRPTA) and such other
instruments and documents as Buyer's counsel may reasonably request for
the purpose of confirming proper and lawful execution and delivery of
closing documents and conveyance of the Property to Buyer in accordance
with the Agreement.
37. CLOSING EXPENSES AND PRORATIONS: Buyer shall reimburse Seller for Seller's
reasonable and documented expenses incurred during Seller's acquisition and disposition of the
property, including the cost of obtaining title insurance, the environmental site assessment, the
boundary survey and the market value appraisal. Such reimbursement shall be made on the
Commencement Date. Transfer taxes on the deed of conveyance, if any, shall be borne by Buyer._
The cost of recording the deed shall be borne by Seller. All other expenses shall be paid by the party
incurring the same.
38. SELLER 'SREPRESENTATIONS AND WARRANTIES: Seller represents and warrants to
Buyer, that:
(a) Seller has good and marketable fee simple title to the Property as hereinabove
described;
(b)'. Seller has the right, power and authority to enter into this Agreement and to
consummate it in accordance with its terms;
(c) There are no leases, licenses, contracts or agreements of any kind whatever affecting
the Property or any part thereof except this Lease - Purchase Agreement and those set forth in Exhibit
"C "attached hereto and by reference incorporated herein, all of which are cancelable without cause
upon no more than thirty (30) days' written notice;
(d) Seller will not extend or modify any of the agreements listed in Exhibit "C" as
attached and acknowledged by Seller, or enter into any other contracts or agreements of any kind
affecting the property or any part thereof after the date ofthis Agreement without the advance written
consent of Buyer;
T^.
(e) Seller Imows: ofuo pending or threatened proceedings which might affect the Property
or any part thereof or Seller's title thereto;
(t) There exists no uncured notices served upon or delivered to Seller by any private or
governmental party which might result in any lien upon or claim against the Property or any part
thereof or which specify any violation of law, role, regulation, or ordinance with respect to the
Property or any part thereof.
Seller will'take all such actions as will cause all of the foregoing representations and
warranties to be true and correct as of closing.
39. MEMORANDUM OF LEASE AND OPTION: Concurrently with the signing of this
Agreement, the parties have signed a Memorandum of Lease and Option in the form attached hereto
as Exhibit "D" and by reference incorporated herein. Seller and Buyer shall have the right to record
the Memorandum of Lease and Option among the public records ofthe county in which the Property
is located. In the event Buyer does not exercise the option, or terminates the Agreement, Buyer shall,
upon SeIler's written request; deliver to Seller for recording at Seller's expense a quitclaim deed to
the Property. The Memorandum may also be canceled by execution and release signed by The Trust
for Public Land.
40. REMEDIES UPON DEFAULT: In the event Seller defaults in the performance of any of
Seller's obligations under this Option to Purchase, Buyer shall have as its only remedies the refund
ofthe Option Money paid to Seller and the right to sue for specific performance and shall be entitled
to all costs such as legal fees associated with enforcing this Agreement . In the event Buyer defaults
in the performance of any of its obligations under this Agreement, Seiler shall have the right to retain
or to sell the Property to a third party, and to sue for damages for all losses resulting from Buyer's
breach.
41. NOTICES: AlI notices; demands, requests or other communications permitted or required by
this Agreement shall be in writing and shall be deemed to have been duly given if delivered by the
date called for under this Agreement, or mailed, first class, postage prepaid, certified, mail, return
receipt requested, addressed as foIIows:
IF TO LESSOR — SELLER: THE TRUST FOR PUBLIC LAND
Attn: Peter Fodor, Florida Counsel
306 North Monroe Street
Tallahassee, Florida 32301
PHONE: (850) 222 -7911 ext. 29
FAX: (850) 222 -8909
Email: pete.fodor @tpl.org
With a copy to: THE TRUST FOR PUBLIC LAND
Attn: Mildred Majoros, Project Manager
7900 Red Road, Suite 25
South Miami, Florida 33143
17
PHONE: (305) 667 -0409 ext. 1 I
FAX: (305) 667 -0427
Email: mildred.majoros @tpl.org
IF TO LESSEE — BUYER: CITY OF SOUTH MIAMI, FLORIDA
6130 Sunset Drive
South Miami, FL 33143
Attention: Yvonne McKinley, City Manager
PHONE: (305) 668 -2510
FAX: (305) 663 -6345
Email: ymckinley @cityofsouthmiami.net
cc:
Luis Figueredo, City Attorney
Nagin Gallop Figueredo
18001 Old Cutler Road
Suite 556
Miami, FI 33157
42, APPLICABLE LAW: This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
43. HEADINGS: The headings used in this Agreement are for convenience ofreference only and
shall not operate or be construed to alter or affect the meaning of any of the provisions hereof.
44. CONDITIONS PRECEDENT TO LESSOR'S DUTIES TO PERFORM UNDER THIS
AGREEMENT: Lessor shall have no duty to perform under this Agreement unless and until each of
the following conditions precedent has been fulfilled:
(a) Lessor has acquired fee simple title to the Property; and
(b) Lessee has delivered to Lessor a certified copy of a resolution of Lessee authorizing
execution of the Agreement, together with the opirdon.of Lessee's counsel stating that the Agreement
has been authorized according to law, and when executed by both of the parties, shall constitute an
enforceable obligation of Lessee according to its terms.
(c) Lessee has agreed to accept the Survey and legal description provided by Lessor as
determinative of the boundary and acreage of the Property, and has agreed that it shall accept title to
the Property subject to the Survey, including any encroachments, easements, boundary claims, or
defects shown on the survey or visible on the ground upon reasonable inspection. The Survey, when
available shall be appended to this Agreement as Exhibit "E."
45. PRECONDITION TO LESSEE'S DUTY TO PERFORM: Lessee shall have no duty to
commence to perform any obligation hereunderuntil and unless Lessor shall haveprovided to Lessee
the report of a Phase One transactional environmental assessment, as that term is commonly
18
understood in Florida real estate field, carried out by a licensed professional engineer or geologist,
stating that further investigations are not recommended.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
set forth below.
Signed, sealed and delivered
in the nresenee of:
h A7�
iM
rl.�l':311����� � , �
LAND
Counterpart signature page for Lease- Purchase Agreement
Signed, sealed and delivered
in the presence of:
.(Corporate Seal)
20
LESSEE:
CITX QF C 1 M j_ , FLORIDA
BY:
an Y1 t1Q S . Y11 Cini� w
Title:,__
Date:
BY:
►MM -4 MMOMMEMMINIM
EXHIBIT "A"
LEGAL DESCRIPTION
Beginning 25 feet East and 141 feet South of the Northwest corner of the NE r/a of the NE-1/4 of
the SE !/< of Section 36, Township 54 South, Range 40 East, thence run South 126 feet; thence
East 205.15 feet; thence North 126 feet; thence West 205.15 feet to the point of Beginning, lying
and being in Miami -Dade County, Florida.
21
EXHIBIT "B"
TITLE EXCEPTION'S
22
EXHIBIT "C"
LEASES, LICENES, CONTRACTS OR AGREEMENTS
If there are no leases, licenses, contracts or agreements, Seller shall so state and sign acid date below.
If there are any leases, etc., the parties should be listed here and a copy of each lease delivered to
Buyer for review prior to execution.
23
EXHIBIT "D"
MEMORANDUM OF LEASE AND OPTION
For and in consideration of the sum of $10.00 and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, by the parties hereto, THE TRUST FOR
PUBLIC LAND, a nonprofit California corporation, whose address is 306 North Monroe Street,
Tallahassee, Florida, 32301 (hereinafter referred to as the "Lessor" or "Seller"), hereby grants to the
City of Florida ("City "), (hereinafter referred to as the "Lessee" or "Buyer ").the
sole, exclusive and irrevocable option to purchase that certain real property and appurtenances
thereto, comprising a total of +/- acres in Miami -Dade County, Florida, described more fully
in EXHIBIT "A" attached hereto and by this reference made a part hereof. The option herein granted
extends from the date hereof through 12:00 midnight 60 days prior to the end ofthe Lease Term (the
"Option Term " }. The full text of the option granted may be found in a certain J ease- Purcbase
Agreement between Lessor and Lessee of even date herein. If the option is not exercised on or
before the end of the Lease Term, said exclusive option shall automatically expire and be of no
further force and effect without the necessity to record any other instrument. A true and complete
copy of the Lease Purchase Agreement is on file with the City Clerk of the City of
Florida, City of
Florida
IN WITNESS WHEREOF, each of the parties hereto has caused this Memorandum of Option
to be executed and sealed by its duly authorized signatory(ies) on the _ day of 200_.
Signed, sealed and delivered
in the presence of:
Witness
Print Name
Witness
Print Name
LESSOR: THE TRUST FOR PUBLIC LAND
a nonprofit California corporation
By:
W. Dale Allen
Senior Vice President
Date:
Corporate Seal
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this _ day of
200_, by W. Dale Allen, as Vice President of The Trust for Public Land, a California non - profit
corporation, who is personally known to me.
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
24
Signed, sealed and delivered
in the presence of:
(Corporate Seal)
THIS DOCUMENT PREPARED BY:
Commission No:
My. Commisslon Expires-
LESSEE: h�n��,1
CITY OF 41 l�6 i , FLORIDA
Grantee
BY:
Name.
Title
p
Date:
Peter Fodor
Florida Counsel
The Trust for Public Land
306 North Monroe Street
I`allahassee,Flo ;ida 32301...._.._..___.
25
RESOLUTION NO.: 95 -07 -12480
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
RESOLUTION 127 -06 -12268 AUTHORIZING THE CITY
MANAGER TO FINALIZE A PURCHASE AGREEMENT FOR THE
ACQUISITION OF THE DISON PROPERTY LOCATED AT 8021
SW 58s' AVENUE, SOUTH MIAMI, FLORIDA 33143 AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Mayor and City Commission of the City of South Miami adopted
Resolution no.127 =06- 12268, which authorized the city manager to execute a grant
project agreement with the Florida Recreation Development Assistance Program,
administered by the Florida Department of Environmental Protection for the purchase of
the Dison Property in the amount of $700,000; and,
WHEREAS, the City of South Miami desires to purchase the Dison Property
Iodated in South Miami, Florida, bearing Folio No.: 09- 4036- 000 -0520 (the Dison
Property) ; and
WHEREAS, the City of South Miami will request additional grant funding from the
Florida Legislature or other available funding sources for the balance of the purchase
price.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1: The Mayor and City Commission, authorize the City Manger to
negotiate and finalize a purchase agreement with Mrs. Dison for the Dison property and
to bring backlhe purchase agreement to the City Commission for final approval.
Section 2: This resolution shall take effect immediately upon approval.
PASSED AND ADOPTER this > a
1 day of. Qom_ 2007.
TTEST:
CITY CLERK -
APPROVED-
MAYOR-
COMMISSION VOTE:
5 -0
Mayor Feliu:
Yea
Vice Mayor Wiscombe:
Yea
Commissioner Palmer.
Yea
Commissioner Birts:
Yea
Commissioner Beckman:
Yea
RESOLUTION NO. 127 -06- 12268
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
SOUTH MUMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A GRANT PROJECT AGREEMENT OF $200,000.00 WITH THE
FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM
ADMINISTERED BY FLORIDA ,DEPARTMENT OF ENVIRONMENTAL
PROTECTION FOR THE ACQUISITION OF THE DISON PROPERTY;
PROVIDING AN EFFECTIVE DATE
WHEREAS, the Mayor and City Commission wishes to accept the grant iroin Florida Recreation.
Development Assistance Program (FRDAP); and
WHEREAS, the Florida Recreation Development Assistance Program (FRDAP) is administered
by Florida Department of Environmental Protection; and
WHEREAS, the Mayor and City Commission authorized the submission of the grant application
July 26, 2005 through Resolution No: 102 -05- 12081; and
WHEREAS, the project agreement is intended to award the City $200,000.00 for the acquisition
of the Dison Property located at 5021 SW 58 Avenue.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF SOUTH MIAMI THAT:
Section I That the City Manager is authorized to execute a grant project agreement with
Florida Recreation Development Assistance Program, administered by Florida Department of
Environmental Protection for the purchase of the Dison property.
Section 2. This resolution shall take effect immediately upon execution.
PASSED AND ADOPTED this 91 gay of 2006.
w! r ..�:ll
KOJVFF
o' w
FmAi _*q
Commission Vtttd:
4 -0
MayorFeliu:
Yea
Vice Mayor Wiscombe:
Yea
CommissionerPahner:
absent
CommissionerBirts:
Yea
Commissioner Beckman:
Yea
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JACK B. GERBER, P.A.
DADELAND TOWERS SOUTH - PH -5
9400 SOUTH DADELANP BOULEVARD
MIAMI, FLORIDA 33156
Phone: (305) 670 -3070
Fax: (305) 670-2048
TELECOPIER COVER LETTER
PLEASE DELIVER THE FOLLOWING PAGES TO:
NAME: Laura Widel
FACSIMILENO. $50 -222 -8909
TOTAL NUMBER OF PAGES INCLUDING COVER LETTER:
IF YOU DO NOT RECEIVE ALL PAGES, PLEASE CALL BACK AS SOON AS POSSIBLE
SENT BY: Jack B. Gerber
DATE SENT: March 23, 2009
TIME SENT: 3:45 pm
Client Name: Trust for Public baud
Client number: 617.3
THIS FACSIMILE CONTAINS PR"UEGED AND CONFIDENTIAL INFORMATION INTENDED ONLY FOR
THE USE OF THE ADDRESSEES) NAMED ABOVE, IF YOU ARE NOT THE INTENDED RECIPIENT OFTHIS
FACSIMILE, OR THE EMPLOYEE OR AGENT RESPONSIBLE FOR DELIVERING IT TO THE INTENDED
RECIPIENT, YOU ARE .HEREBY NOTIFIED THAT ANY DISSEMINATION OR COPYING OF THIS
FACSIMILE IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS FACSIMILE IN ERROR, PLEASE
IMMEDIATELY NOTIFY US BY TELEPHONE AND RETURN THE ORIGINAL FACSIMILE TO US AT THE
ABOVE ADDRESS VIA THE U.S. POSTAL SERVICE. THANK YOU.
Re: Sale to City of South Miami (Insured)
The following are my fees and costs for all cash sale a $750,000:
Settlement/Closing Fee $ 415
Title Search $ 350
Title Insurance Policy (Reissue rate) $2.280
Total $'3,045
04W4
TITLE POSSESSION & LIEN AFFIDAVIT
Peter Fodor ( "Affiant ), being first duly sworn, deposes and says that Affiant on behalf of Seller (as hereinafter
defined) makes these representations to the City of South Miami, a Florida municipal corporation
("Purchaser"), and to Jack B. Gerber and Attorney's Title Insurance Fund, Inc., (collectively, "title insurer"), to
induce Purchaser to purchase and title insurer to insure the fee simple title to that certain real property
described below, and Affiant further states:
1. That the Affiant is the Southern Division Legal Director, of THE TRUST FOR PUBLIC LAND, a
nonprofit California corporation ( "Seller") and in such capacity has been authorized by the Seller to
make this Affidavit on Seller's behalf.
2. Seller is the sole owner in fee simple and now in possession of the real property together with the
improvements located thereon described as follows:
Beginning 25 feet East and 141 feet South of the Northwest corner of the NE 1/4 of the NE V4
of the SE V4 of Section 36, Township 54 South, Range 40 East, thence run South 126 feet;
thence East 205.15 feet; thence North 126 feet; thence West 205.15 feet to the point of
Beginning, lying and being in Miami -Dade County, Florida.
3. To the best of Affiant's knowledge, without independent inquiry, the Property is free and clear of all
liens, taxes, encumbrances and claims of every kind, nature and description whatsoever, except for
easements, restrictions, orothertitie matters listed In the schedule of exceptions in thetitle insurance
commitment to insure the fee simple title to be received by Purchaser.
4. To the best of Affiant's knowledge, without independent inquiry, there are no matters pending against
the Seller that could give rise to a lien that would attach to the Property or cause a loss of title or
impair the title between the last title insurance commitment effective date, and the recording of the fee
simple title to be insured, and the Seller has not and will not execute any instrument that would
adversely affect the fee simple title to be Insured.
5. To the best ofAffiant's knowledge, without independent inquiry, Seller has undisputed possession of
the Property; there is no other person or entity in possession or who has any possessory right in the
Property; and Seller knows of no defects in the fee simple title to the Property.
5, To the best of Affiant's knowledge, without independent inquiry, no "Notice of Commencement' has
been recorded which pertains to the Property since the last title insurance commitment effective date,
there are no unrecorded laborer's, mechanic's or materialmen's liens against the Property,, and no
matedal'has been furnished to the Property for which payment has not been paid in full.
7. To the best of Affiant's knowledge, without independent inquiry, within the past 90 days there have
been no improvements, alterations, or repairs to the Property for which the costs thereof remain
unpaid, and that within the past 90 days there have been no claims for tabor or material furnished for
repairing or improving the same, which remain unpaid.
8. To the best of Affiant's knowledge, without independent inquiry, there are not due, or to come due,
unpaid bills, liens or assessments for mowing, water, sanitary sewers, paving or other public utilities,
or improvements made by any governmental authority. Should any bill be found which relates to the
period of Seller's possession, Seller will pay such bill upon demand. No notice has been received of
any public hearing regarding future or pending zoning changes, or assessments for improvements by
any governmental authority.
9. To the best of Affiant's knowledge, without independent inquiry, there are no unrecorded deeds,
agreements fordeed, judgments, liens, mortgages, easements or rights of way far users, oradverse
interests with respect to the Property.
10. To the best of Affiants knowledge, without independent inquiry, if this is; improved prop" that Seller
is the owner of, there are no claims, liens or security interests whatsoever of any kind or description
against the furniture, fixtures, equipment and personal property located in the improvements on the
Property and sold as part of this transaction. All tangible personal property taxes are paid in full.
11. sale affecting fthe Property exlcept for he contract between Se Seller and P.urrchasersting contracts for
12. To the best of Affianfs knowledge, without independent inquiry, there is no civil action pending which
involves the Property in any way.
13, or To the best of Affiants penalties assessed against e Seller without
either individually dually orintany other capacity,
14. claims, liens
14. To the best of Affiant's knowledge, without independent inquiry, no proceedings in bankruptcy have
ever been brought by or against Seller, nor has an assignment for the benefit of creditors been made
at anytime, nor is there now in effect any assignment of rents of the Property or any part thereof.
15. The real estate taxes will be paid to the date of closing pursuant to Section 196.295, Florida Statutes.
16. That Seiler is not a non- resident alien" for the purposes of United States income taxation, nor is
Seller a "foreign person" (as such term is defined in Section 1445 of the internal Revenue Code of the
United States and its related income Tax Regulations); that Seller's F.E.I. Number is 23- 7222333;
that Seiler understands that the certification made in this Paragraph may be disclosed to the Internal
Revenue Service by the Purchaser, that any false statement contained in this paragraph could be
punished by fine, imprisonment, or both; and that the information contained in this paragraph is true
and correct and as provided under penalties of perjury.
17. This Affidavit is executed in duplicate, each of which shall be considered an original, with one original
to be delivered to the Purchaser and one original to be delivered to the title insurer.
THIS AFFIDAVIT is made pursuant to Section 627.7842, Florida Statutes, for the purpose of inducing the
Purchaser to close proceeds of the sale. and
Seller intends for Purchaser and the title i su'rer to rely on these arepres representations
STATE OF FLORIDA
COUNTY OF LEON
SWORN TO and subscribed before me this&
Southern Division Legal Director of THE TRUST Fi
corporation, on behalf of said corporation. He ipe"
41 =Y:4:
1 „<,.... � LAl1RA WIDER
MYCOhlF4ISSION010427692
r , EVIRES: September 4,M
RonnadYl�roN*yPwounda" m
Peter Fodor, Southern Division Legal
Director for The Trust for Public Land, a
non -profit California corporation
2009, by�
LAND, nonprofit
(NOTARY PUBLIC SEAL)
Florida
Tna
TRUST
r
PUBLIC
,AND
Per our agreement for the lease"rchase of the Dixon property please send your check to
The Trust for public Land. 306 N.Monrce St.. Tallahassee, FL 32301.
AMOUNT DUE: $ 266,612.66
Principle payment of S 250.000 and interest of $16,812.85
if you have any questions please contact me at $50- 222 -7011 eut 35
S)K ly,
us
Senior Accountant
THE TRUST FOR PUBLIC LAND
4tudurtnc�C?Epa+e
=aa Cnrth Umauc M.
•runx�t�, r -t.
t
INVOICE
P Stu-- t•8:vi
txw•.+pLwg
11512003
City of South Miami
6130 Sunset Drive
South Miami, Fl 33143
Attn: Yvonne MoWniay, City Manager
RE: Lease/Purchase Dison
Per our agreement for the lease"rchase of the Dixon property please send your check to
The Trust for public Land. 306 N.Monrce St.. Tallahassee, FL 32301.
AMOUNT DUE: $ 266,612.66
Principle payment of S 250.000 and interest of $16,812.85
if you have any questions please contact me at $50- 222 -7011 eut 35
S)K ly,
us
Senior Accountant
INTEREST CALCULATIONS
SOUTH MIAMI DISON 1/5/2008
Interest Prime Interest
Date Amount Rate + 1.5 % Days Per Day Total
1/4108 - 1/21/08
250,000.00
8.75%
18
$
60.76
$
1,093.75
1122/08 - 1130/08
250,000.00
8.00%
9
$
55.56
$
500,00
1/31/08- 3/18108
250,000.00
7.50%
47
$
52.08
$
2,447.92
3119108- 4129108
250,000.00
6.75%
42
$
46.88
$
1,968.75
4/30108- 10/7/08
250,000.00
6.50 %
161
$
45.14
$
7,267.36
1018/08- 10128/08
250,000.00
6.00 %u
21
$
41.67
$
875.00
10/29108- 12115108
250,000.00
5.50%
48
$
38.19
$
1,833.33
12/16/08- 113109
250,000.00
4.75%
19
$
32.99
$
626.74
TOTAL
$
16,612.85
JACK B..GERBER, P.A.
DADELAND TOWERS SOUTH - P14 -5
9400 SOUTH DADI~LAND BOULEVARD
MIAMI, FLORIDA 33156
Phone: (305) 670 -3070
jbgpa@earthlink -net
TELECOPIER COVER LILTTER
PLEASE DELIVER THE FOLLOWING PAGES TO:
NAME: Laura Widel
FACSIMILE NO. 850- 222 -8909
TOTAL NUMBER OF PAGES INCLUDING COVER LETTER: 1
IF YOU DO NOT RECEIVE ALL PAGES, -R z A cn CALL BA K AS $OON AS POSSIBLE
SENT BY: Jack B. Gerber
DATE SENT: March Z7,2009
TIME SENT: 12:55 pm
Client Name: Trust for Public Land
Client number: 617.2
THIS FACSIMILE CONTAINS PRIVILEGED ANA CONFIDENTIAL INFORMATION INTENDED ONLY FOR
THE USE OFTHE ADDRESSEES) NAMBDABOV E. IFYOU ARE NOTTHE INTENDED RECIPIENTOFTHIS
FACSIMILE, OR THE EMPLOYEE OR AGENT RESPONSIBLE FOR DELIVERING IT TO THE INTENDED
RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION OR COPYING OF THIS
FACSIMILE IS STRICTLY PROHIBITED. IFYOU HAVE RECEIVED THIS FACSIMILE IN ERROR, PLEASE
IMMEDIATELY NOTIFY US BY TELEPHONE AND RETURN THE ORIGINAL FACSIMILE TO US AT THE
ABOVE ADDRESS VIA THE U.S. POSTAL SERVICE. THANK YOU.
Re: Purchase from Dison, Ltd.
NEW WIRE TRANSFER INSTRUCTIONS
This letter will serve as MY request that you wire transfer the fends to close the above
referenced transaction to my trust account at Suutrust Bank as follows:
SmTrust Bank
Account No.: 0592003550529
Jack B. Gerber Trust Account
ABA 4 061000104
Attw Gontran
Please e-mail me all closing documents (including the settlement statement) today so that I
can review them before you overnight them to me. Best to close on Monday since the 2008 taxes
increased tax payment) if that works better. easedcall me today but to finalize: 305-595-9898 or 05-
586 -1214
Very truly yours,
RESOLUTION NO.:_194-09-13003
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH
MIAMI, FLORIDA, RELATING TO THE SAFE NEIGHBORHOOD PARKS BOND
PROGRAM GIIANT APPLICATION SUBMITTED FOR THE DISON PARK
INFRASTRUCTURE PROJECT AND AUTHORIZING THE CITY MANAGER TO
COMMIT TO THE REQUIRED MATCH IN THE AMOUNT OF $60,000.00; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of South Miami submitted a grant application to the Safe Neighborhood Park
Program for the Olson Park Infrastructure Project; and
WHEREAS, the Safe Neighborhood Parks Program has a required dollar for dollar match
requirement; and
WHEREAS, the City of South Miami has submitted a grant application to the Florida Department
of Environmental Protection for Dison Park Improvements in the amount of $60,000; and
rr WHEREAS, in order to provide the required match for the Safe Neighborhood Parks Program
Grant Application, the City will commit the Florida Department of Environmental Protection Award
amount as a match for the Dison Park Improvements; and
WHEREAS, the South Miami Mayor and City Commission authorize the City Manager to commit
to the match amount of $60,000.00 to the Miami -Dade County Safe Neighborhood Parks Grant Program
assuring the Grant Agency of our availability of matching funds necessary to complete the Dison Park
Infrastructure Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 9: The Mayor and City Commission authorize the City Manager to commit to the Safe
Neighborhood Parks Grant match requirement in the amount of $60,000.00 for the Dison Park
Improvements.
Section 2: The attached exhibit is incorporated by reference Into this resolution.
PASSED AND ADOPTED this 3rd day of November 2009.
ATTEST:
APPROVED:
Z 42
CM CLERK
READ Aj APPROVED AST RM;
COMMISSION VOTE:
5 -0
�p
ayor Feliu:
Ice Mayor Beasley:
Yea
Yea
�-
Commissioner Palmer,
Yea
CITYATTORNEY
Commissioner Newman:
Yea
Commissioner Sellars;
Yea
Ms. Carol Aubrun
Grants Administrator
City of South Miami
6130 Sunset Drive
South Miami, FL 33143 -5093
Florida Department of e
Environmental Protection
Marjory Stoneman Douglas Building
390o Commonwealth Boulevard
Tallahassee, Florida 32399 -3000
Charlie Crist
Governor
leff Kottkamp .
Lt. Governor
Michael W. Sole
Secretary
Re: Project Name: Dison Property
%FRD roject Number: F07014
Dear 1 S run:
Recently, you received the final reimbursement which terminates the acquisition phase of this grant project. In
developing the project area, please remember the following major grant requirements:
1. The project area must be developed on or before April 30, 2012.
2. Beginning September 5, 2009, a project status report should be submitted every hundred and twenty days
((an., May, Sept. }.
3. Improvements to the project area must include: Picnic facilities, walking trail, landscaping.
4. All project developments must comply with Section 553.4548 Florida Statutes and the Uniform Federal
Accessibility Standards.
5. The project site shall be maintained in perpetuity, as an outdoor recreation area for the use and benefit of the
general public.
6. Upon completion of development, the following items should be submitted to the Department:
a. Final "as- built" site plan for the project dated and signed by the liaison agent..
b. A Completion Certification signed and dated by the liaison agent..
c. Photographs or color slides of the completed project.;
d. Florida recreation and parks inventory form describing the entire park.
We look forward to successfully completing this project Please contact us if we can provide any assistance
during the development phase.
Sincerely,
Mary
Isistatire
Communi
office of Information and Recreation Services
Division of Recreation and Parks
Mail Station #585
MAL/
'More Projection, less Process"
wwv✓ dep.state. R.us
July 1, 2010
Mr. W. Ajibola Balogun
City Manager
City of South Miami
6130 Sunset Drive
So +.tth.M.iami; FT: 'A31a3
Florida Department of
Environmental Protection
Marjory Stoneman Douglas Building
3900 Commonwealth Boulevard
Tallahassee, Florida 32399 -3000
Re: Dison Park Improvements
FRDAP Application No. A11367
Dear Mr. Balogun:
Charile-Crist
Governor
Jeff I<ottkamp
Lt. Governor
Michael W. Sole
Secretary
P.,,,4 0
The Florida Recreation Development Assistance Program (FRDAP) 2010 -2011 grant
application submitted by the City of South Miami for Dison Park Improvements was
evaluated and ranked pursuant to Chapter 62D- 5.057, Florida Administrative Code.
All eligible applications were reviewed and ranked in priority order. Unfortunately,
there were insufficient FRDAP monies to fund all projects on the priority list and your
application was not approved for funding.
We hope you will consider applying again for FRDAP. The next submission period will
be advertised at a later date. If we can assist you in developing another application for
future submittal, please contact our office at (850) 245 -2501. Your interest in the
Program is appreciated.
Sincerely,
Mary Ann 71e
Community Assistance Consultant
Office of Information and Recreation Services
Division of Recreation and Parks
Mail Station #585
MAL/
'More P-- rotection, Less Process
wwiv dep.srarte.2 us
Page j of 2
Riverol, Alfredo
From: Arrazcaeta, Aleida (OCI) [ARRAZ @miamidade.gov]
Sent: Tuesday, November 09, 2010 6:08 PM
To: Riverol, Alfredo
Cc: Santana, Mario (OCI)
Subject: RE: City of South Miami - Dison Park
Alfredo,
The Board of County Commissioners adopted Resolution No. R- 1376 -09 which awarded
$280,050 to the City of South Miami including $60,000 for Dison Park. If the City submits a
$20,000 match for the Dison Park project, then the SNP grant will reimburse $10,000 and the
remaining funds of $50,000 ($60;000 less $10,000) will be recaptured.
- -- Original Message---- -
From: Riverol, Alfredo [ maiito :ariverol @cityofsouthmiami.net]
Sent: Tuesday, November 09, 2010 2:50 PM
To: Arrazcaeta, Aleida (OCI)
Cc: Santana, Mario (OCI)
Subject: RE: City of South Miami - Olson Park
Aleida, the City only budget $20,000 for match, can the agreement read $20,000 SNP funding?
Alfredo Riverol, CPA Cr.FA
Chief Financial Officer
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
o: 305 - 663 -6343
fi 305 - 663 -6346
p: 305- 216 -7598
ariverolacityofsouthmiam i.net
www.cityofsouthmiami.net
From: Arrazcaeta, Aleida (OCI) [mailto:ARRAZ @miamidade.gov]
Sent: Tuesday, November 09, 2010 12:56 PM
To: Riverol, Alfredo
Cc. Santana, Mario (OCI)
Subject: RE: City of South Miami - Dison Park
Hi Alfredo,
It was a pleasure to speak with you as well. With respect to your question on In -kind
Services as a match for the Dison Park grant agreement, attached please find City of
South Miami Resolution No. 194 -09 -13003 wherein it states that the City is committing
as a match for this grant agreement, Florida Department of Environmental Protection
Award amount as a match for this project. As an alternate solution, you may identify
another match through another City resolution and simultaneously withdraw the existing
Resolution No. 194 -09- 13003. In the past, In kind services have been determined not to
11/10/2010
be eligible as a match.
Hope this helps.
- - - -- Original Message---- -
from: Riverol, Alfredo [ mailto :ariverol @cityofsouthmiami.net]
Sent: Tuesday, November 09, 2010 12:13 PM
To: Arrazcaeta, Aleida (OCI)
Subject: City of South Miami
It was a pleasure speaking this afternoon.
Alfredo Riverol, CPA'Cr.FA
Chief Financial Officer
City of South Miami
6130 Sunset Drive
South Miami, Fl 33143
0:305 -663 -6343
f: 305 -663 -6346
p: 305 -216 -7598
ariverol(a2cityofsouthmiami.net
www.ciiyofsouthmiami.net
11/10 /2010
Page X oft
Page 1 of 2
Riverol, Alfredo
From: Arrazcaeta, Aleida (OCI) [ARRAZ @miamidade.gov]
Sent: Tuesday, November 09, 2010 6:16 PM
To: Riverol, Alfredo
Cc: Santana, Mario (OCI)
Subject: RE: City of South Miami - Dison Park
Alfredo,
The City may use the land acquisition as a match with FRDAP funds provided that the City
submits a resolution to that effect detailing that the new resolution amends existing City of South
Miami Resolution No. 194 -09 -13003
For purposes of using the land acquisition of the Dison Park property as a match for this project,
please provide a copy of the following:
1. executed Closing statement
2. Proof of purchase (Warranty Deed — filed with the Recorder's Office)
Please let us know if we can be of further assistance. Thanks.
- - - -- Original Message---- -
From: Riverol, Alfredo [maiito :ariverol @cityofsouthmiami.net]
Sent: Tuesday, November 09, 2010 1:10 PM
To: Arrazcaeta, Aleida (OCI)
Cc: Santana, Mario (OCI)
Subject: RE: City of South Miami - Dison Park
So I will use the $200,000 from FRDAP, which was used purchase the property as match?
Alfredo Riverol, CPA Cr.FA
Chief Financial Officer
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
o:305- 663 -6343
f: 305 - 663 -6346
p: 305 -216 -7598
ariverol@eityofsouthm iami.net
www.cityofsouthmiami.net
From: Arrazcaeta, Aleida (OCI) [mailto:ARRAZ @miamidade.gov]
Sent: Tuesday, November 09, 2010 12:56 PM
To: Riverol, Alfredo
Cc: Santana, Mario (OCI)
Subject: RE: City of South Miami - Dison Park
11/10/2010
Page 2 of 2
Hi Alfredo,
It was a pleasure to speak with you as well. With respect to your question on In -kind Services
as a match for the Dison Park grant agreement, attached please find City of South Miami
Resolution No. 194 -09 -13003 wherein it states that the City is committing as a match for this
grant agreement, Florida Department of Environmental Protection Award amount as a
match for this project. As an alternate solution, you may identify another match through another
City resolution and simultaneously withdraw the existing Resolution No. 194 -09- 13003. In the
past, In kind services have been determined not to be eligible as a match.
Hope this helps.
- - - -- Original Message---- -
From: Riverol, Alfredo ( mailto :ariverol@cityofsouthmiami.net]
Sent: Tuesday, November 09, 2010 12:13 PM
To: Arrazcaeta, Aleida (OCI)
Subject: City of South Miami
It was a pleasure speaking this afternoon.
Alfredo Riverol, CPA Cr.FA
Chief Financial Officer
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
0:305- 663 -6343
f: 305 - 663 -6346
p: 305 -216 -7598
ariverol(a)cityofsouthmiami.net
www.cityofsouthm iami.net
11/10/2010
City of South Miami
GRANTS ADMINISTRATION
6130 SUNSET DRIVE — SOUTH MIAMI, FLORIDA 33143
Telephone #:305.668.2514 Fax #:305.663.6345
LETTER OF TRANSMITTAL
DATE: March 4, 2009
TO: Ms. Maria Menendez
City Clerk
City of South Miami
6130 Sunset Drive
Miami, Florida 33143
FROM: Carol Aubrun
Grants Administrator
WE ARE SENDING:
Warranty Deed for the Dison Property Acquisition, which is under resolution #202 -07-
12587 and 95 -07- 12480.
COMMENTS:
Thank you.
RECEIVED BY:
DATE/TIME:
This Instrument Prepared By:
Peter Fodor, Southern Division Legal Director
The Trust for Public Land
306 North Monroe Street
Tallahassee, Florida 32301
Property Appraiser's Parcel
to Number: 09- 4036 - 000 -0520
WARRANTY DEED
(STATUTORY FORM -SECTION 689.02, F.S.)
THIS INDENTURE, made as of the L71�1day of February, A.D. 2009, between THE
TRUST FOR PUBLIC LAND, a non - profit California corporation, whose address is 306 N.
Monroe St., Tallahassee, FL 32301 Grantor, and the CITY OF SOUTH MIAMI, a municipality
existing under laws of the State of Florida whose address is 6130 Sunset Drive, South Miami,
FI 33143 Grantee.
(Wherever used herein the terms "grantor" and "grantee" include all the
parties to this instrument and their heirs, legal representatives, successors
and assigns. "Grantor" and "grantee" are used for singular and plural, as the
context requires and the use of any gender shall include all genders.)
WITNESSETH: That the said grantor, for and in consideration of the sum of Ten
Dollars and other good and valuable considerations, to said grantor in hand paid by said grantee,
the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said grantee,
and grantee's successors and assigns forever, the following described land situate, lying and
being in Miami Dade County, Florida, to -wit:
Beginning 25 feet East and 141 feet South of the Northwest corner of the NE % of
the NE A of the SE % of Section 36, Township 54 South, Range 40 East; thence
run South 126 fleet; thence East 205.15 feet; thence North 126 feet; Thence West
205.15 feet to the Point of Beginning, lying and being in Miami -Dade County,
Florida.
This conveyance is subject to easements, restrictions, limitations and conditions of record
if any now exist, but any such interests that may have been terminated are not hereby re-
imposed, and to taxes for the current and subsequent years.
AND the said grantor does hereby fully warrant the title to said land, and will defend the
same against the lawful claims of all persons whomsoever.
IN WITNESS WHEREOF the grantor has hereunto set grantor's hand and seat, as of the
day and year first above written.
THIS INSTRUMENT ISC XAPTER 20EMPT 0 DOCUMENTA STATAMEP TAXES PURSUANT TO
Signed, sealed and delivered in
the presence of:
STATE OF FLORIDA
COUNTY OF MIAMI -DADE
THE TRUST FOR PUBLIC LAND, a
nonprofit California corporation
By: AA- ('Q z_t L �
Robert C. McClymonds, Vice President
(CORPORATE SEAL)
The foregoing instrument was acknowledged before me this '2_7 day of February, 2009
by Robert C. McClymonds, as Vice President of The Trust for Public Land, a non - profit
California corporation, on behalf of said corporation. Such person is personally known to me.
NOJTAI�Y PUBLIC
3,, (NOTARY PUBLIC SEAL)
SAFE NEIGHBORHOOD PARKS BOND PROGRAM
2009 DISCRETIONARY INTEREST AND PRE - AGREEMENT
LAND ACQUISITION FUNDS AGREEMENT
This Agreement, ( "Agreement') by and between Miami -Dade County, a political
subdivision of the State of Florida ( "County') through its Office of Capital Improvements
(Safe Neighborhood Parks Bond Program) ( "Office "), located at 111 N.W. 1 Street,
Suite 2130, Miami, Florida 33128, and the City, of South Miami ( "Grantee ") having
offices at 6130 Sunset Drive South Miami Florida 33143, states conditions and
covenants for the rendering of Safe Neighborhood Parks Bond Project(s) for the County
is entered into this day of , 2011.
WHEREAS, the citizens of Miami -Dade County have authorized the issuance of
general obligation bonds for the purpose of financing capital improvement programs for
certain parks, beaches, natural areas and recreation facilities; and
WHEREAS, to implement and give effect to the bond program, Miami -Dade
County, Florida enacted Ordinance No. 96 -115, the Safe Neighborhood Parks
Ordinance; and
WHEREAS, it is necessary and desirable to improve the quality of life, to
preserve property values, to promote prevention of juvenile crime by providing positive
recreation opportunities, and to improve the recreation facilities for youth, adult, and
senior citizens in this community through the improvement of our parks and natural
areas; and
WHEREAS, in order to foster those important values, the project(s) listed herein
have been identified for reimbursement pursuant to the terms of the Ordinance;
NOW, THEREFORE, the parties agree as follows:
I. SCOPE OF SERVICE AND BUDGET SUMMARY. The Grantee agrees to
render services in accordance with the Project Grant Summary statement incorporated,.
and that all expenditures or costs shall be made in accordance with the Budget(s) which
is incorporated and attached as Exhibit(s). (See Section XVII .H.).
II. ADMINISTRATIVE RULES AND BOND ORDINANCE. The Grantee agrees to
abide by and be governed by the Administrative Rules for Specified Project Grants, Per
Capita Allocation Grants, Challenge Grants, and Interest Earnings and the Bond
Ordinance, copies of which have been provided to the Grantee by the Office and are
herein incorporated by reference. Without limiting the generality of the preceding
sentence, the Grantee agrees to: Payment Procedures (Ord., Sec.6 and Rules, 9B);
Breach of Agreement (Rules, 9B(6) and 10F); Termination (Rules, 10F); Prohibited Use
of Funds (Rules, 9D4); Required Documentation (Rules, 10D and 11); Operating Funds
(Ord., Sec. 5(b)(1)); Completion of Project and Supplemental Funding (Rules, 9B(15)
and (16)); and Audits (Ord., Sec. 13 and Rules, 10A).
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III. EFFECTIVE TERM. Both parties agree that the effective term of this Agreement
shall be from December 1, 2009 to June 30, 2011. Failure by the Grantee to complete
the project by the aforementioned date shall be cause for the County to terminate this
Agreement. There will be no extensions to the Agreement pursuant to RFP SNP0809.
IV. AMOUNT PAYABLE. The maximum amount payable for the project(s) rendered
under this Agreement shall not exceed $60,000 unless otherwise amended. The
Grantee agrees to post a match which will be subject to verification by the County at the
time of payment reimbursement. Expenditure match must be verified at the time of the
independent audit (Ord., Sec. 13 and Rules, 9 B (13)). Grantee agrees to provide
matching funds for the project(s) in the amount of $60,000.
V. FUNDING COMMITMENT. In the event that the project(s) requires further
funding, the Board of County Commissioners of Miami -Dade County, Florida, with no
representation that funds will be forthcoming, conditions funding for subsequent years
upon appropriation.
VI. FUNDING REGULATIONS.
A. Establishment of residency requirements, imposition of non - resident fees,
or failure of the Grantee to comply with any other conditions established
by the Safe Neighborhood Parks Citizens' Oversight Committee
( "Oversight Committee ") shall be cause for the County to terminate this
Agreement unless an exception is granted by the Oversight Committee.
B. Failure by Grantee to produce the dollar for dollar cash match, unless
waived by the Safe Neighborhood Parks Citizens' Oversight Committee at
their August 18, 2009 meeting, as originally pledged to the projects(s) by
the Grantee shall result in a reduction in bond funds awarded under this
Agreement, equal to the cash match shortfall, or termination of the
Agreement by the County, at the option of the Oversight Committee.
VII. CONDITIONS OF AWARD.
A. Completed facility construction will have a permanent plaque, approved by
the Oversight Committee, as to material, form, and content, affixed to the
facility noting funding through the Safe Neighborhood Parks Bond
Program.
B. All construction funded with Safe Neighborhood Parks bond proceeds will
comply with the current Florida Building Code specifications for such
facilities.
C. Land acquired and /or facility development or improvement funded by this
Agreement must be vested with a public agency.
�.S
2of16
(a) The Grantee agrees:
(1) To maintain and operate in perpetuity the property acquired,
developed, improved, rehabilitated or restored with the funds, except
where leases are in effect, and in the event of leases for a period of 25
years. The Grantee or its successors in interest in the property may
transfer the responsibility to maintain and operate the property to another
public agency or another not - for - profit organization in accordance with the
SNP Ordinance and Administrative Rules. The Grantee must provide
adequate programming for any new facilities constructed with proceeds of
the bonds.
(2) To use the property only for the purposes state herein and to make
no other use, sale, or disposition of the property, except as provided in
Section 25B - 25(b).
(3) Any beach, park or the public facility acquired, developed,
rehabilitated or restored with funds from this act shall be open and
accessible to the public without discrimination as to race, color, gender,
age, religious belief, residence, national origin, marital status, or disability.
(4) In order to maintain the exclusion from gross income for federal
income tax purposes of the interest of any bonds, notes or other
evidences of indebtedness issue for the purposes of this article, to comply
with each applicable requirement of Section 103 and Sections 141 through
150 of the Internal Revenue Code of 1986, as amended.
VIII. INDEMNIFICATION BY GRANTEE. The City of South Miami shall indemnify and
hold harmless the County and its officers, employees, agents, and instrumentalities
from any and all liability, losses or damages, including attorney's fees and costs of
defense, which the County or its officers, employees, agents or instrumentalities may
incur as a result of claims, demands, suits, causes of action, or proceedings of any kind
or nature arising out of, relating to or resulting from the performance of this Agreement
by the City of South Miami or its employees, agents, servants, partners, principals or
subcontractors. The City of South Miami shall pay all claims and losses in connection
therewith and shall investigate and defend all claims, suits or actions of any kind or
nature in the name of the County, where applicable, including appellate proceedings,
and shall pay all costs, judgments, and attorney's fees which may issue thereon. The
City of South Miami expressly understands and agrees that any insurance protection
required by this Agreement or otherwise provided by the City of South Miami shall in no
way limit the responsibility to indemnify, keep and save harmless and defend the
County or its officers, employees, agents and instrumentalities as herein provided. The
parties hereto acknowledge that the Indemnification in this Article shall at all times be
subject to the limitations of Section 768.28, Florida Statutes.
ti
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IX. INSURANCE. If the Grantee is the State of Florida or an agency or political
subdivision of the State as defined by Section 768.28, Florida Statutes, the Grantee
shall furnish the County, upon request, written verification of liability protection in
accordance with Section 768.28, Florida Statutes. Nothing herein shall be construed to
extend any party's liability beyond that provided in Section 768.28, Florida Statutes.
X. CIVIL RIGHTS. The Grantee agrees to abide by Chapter 11A, Article IV of the
Code of Miami -Dade County ( "County Code "), as amended, which prohibits
discrimination in employment; Title VII of the Civil Rights Act of 1968, as amended,
which prohibits discrimination in employment and public accommodation; the Age
Discrimination in Employment Act, 29 U.S.C., Section 621 et seq., as amended, which
prohibits discrimination in employment because of age; Section 504 of the
Rehabilitation Act of 1973, 29 U.S.C., Section 794, as amended, which prohibits
discrimination on the basis of disability; and the Americans with Disabilities Act, 42
U.S.C., Section 12103 et seq., which prohibits discrimination in employment and
accommodation because of disability.
It is expressly understood that upon receipt of evidence of discrimination under any of
these laws, the County shall have the right to terminate this Agreement. It is further
understood that the Grantee must submit an affidavit attesting that it is not in violation of
the Americans with Disability Act, the Rehabilitation Act, the Federal Transit Act, 49
U.S.C. Section 1612, and the Fair Housing Act, 42 U.S.C. Section 3601 et seq. If the
Grantee or any owner, subsidiary, or other firm affiliated with, or related to the Grantee,
is found by the responsible enforcement agency, the Courts or the County to be in
violation of these Acts, the County will conduct no further business with the Grantee.
Any agreement entered into based upon a false affidavit shall be voidable by the
County. If the Grantee violates any of the Acts during the term of any agreement the
Grantee has with the County, such agreement shall be voidable by the County, even if
the Grantee was not in violation at the time it submitted its affidavit.
XI. CONFLICT OF INTEREST. The Grantee agrees to abide by and be governed by
Miami -Dade County Ordinance No. 72 -82 (Conflict of Interest Ordinance codified at
Section 2 -11.1 of the Code of Miami -Dade County), as amended, which is incorporated
herein by reference as if fully set forth herein, in connection with its contract obligations
hereunder.
XIII. OFFICE OF THE MIAMI -DADE INSPECTOR GENERAL. Pursuant to Ordinance
No. 97 -215, the Office of the Miami -Dade County Inspector General (IG) shall have the
authority and power to review past, present and proposed County programs, accounts,
records, contracts and transactions. The IG shall have the power to report and/or
recommend to the Board of County Commissioners whether a particular project,
program, agreement or transaction is or was necessary and, if deemed necessary,
whether the method used for implementing the project or program is or was efficient
both financially and operationally. Monitoring of an existing project or program may
include reporting whether the project is on time, within budget and in conformity with
plans, specifications, and applicable law. The IG shall have the power to analyze the
need for, and reasonableness of, proposed change orders.
d� D
4 of 16 /jj
Upon ten (10) days written notice to Grantee from IG, the Grantee shall make all
requested records and documents available to the IG for inspection and copying.
The IG shall have the power to retain and coordinate the services of an IPSIG who may
be engaged to perform said mandatory random audits, as well as audit, investigate,
monitor, oversee, inspect and review the operations, activities and performance and
procurement process including but not limited to project design, establishment of bid
specifications; bid submittals, activities, of Grantee, its officers, agents and employees,
lobbyists, County staff and elected officials in order to ensure compliance with
agreement specifications and detect corruption and fraud. This mandatory random
audit is separate and distinct from any other audit by the County of any audit performed
under Section XI. "Independent Private - Sector Inspector General ".
The provisions in this Section shall apply to the Grantee, its officers, agents and
employees. The Grantee shall incorporate the provisions in this Section in all
subcontracts and all other agreements executed by Grantee in connection with the
performance of the Agreement.
Nothing in this Agreement shall impair any independent right of the County to conduct
audit or investigate activities. The provisions of this Section are not intended nor shall
they be construed to impose any liability on the County by Grantee or third parties.
XIV. NOTICES. It is understood and agreed between the parties that written notice
addressed to the Office and mailed (certified /return receipt) or delivered to the address
appearing on page one (1) of this Agreement and written notice addressed to the
Grantee and mailed (certified /return receipt) or delivered to the address appearing on
page one (1) of this Agreement shall constitute sufficient notice to either party.
XV. AUTONOMY. Both parties agree that this Agreement recognizes the autonomy
of and stipulates or implies no affiliation between the contracting parties. It is expressly
understood and intended that the Grantee is only a recipient of funding support and is
not an agent or instrumentality of the County. Furthermore, the Grantee's agents and
employees are not agents or employees of the County.
XVI. TERMINATION. If the Grantee shall fail to fulfill in a timely and proper manner its
obligations under this Agreement, or shall violate any of the covenants, agreements,
stipulations, representations or warranties herein, the County shall have the right to
terminate this Agreement by giving at least ten (10) days prior written notice to the
Grantee (Rules, 10F).
XVII. MISCELLANEOUS.
A. Applicable Law. Means any applicable law (including, without limitation,
any environmental law), enactment, statute, code, ordinance,
administrative order charter, tariff, resolution, order, rule, regulation,
guideline, judgment, decree, writ, injunction, franchise, permit, certificate,
license, authorization, or other direction or requirement of any
governmental authority, political subdivision, or any division or department
�.S
5of16 ��
thereof, now existing or hereinafter enacted, adopted, promulgated,
entered, or issued. Notwithstanding the foregoing, "Applicable Laws" and
"applicable laws" shall expressly include, without limitation, all applicable
zoning, land use, DRI and Florida Building Code requirements and
regulations, all applicable impact fee requirements, all requirements of
Florida Statutes, specifically including, but not limited to, Section 255.05
related to payment and performance bonds, Section 255.20 related to
contractor selection and Section 287.055 related to competitive selection
of architects and engineers, all requirements of Chapters 119 and 286 of
the Florida Statutes, Section 2 -11.15 of the Code (Art in Public Places),
and all other applicable requirements contained in this Agreement.
B. Publicity. It is understood and agreed between the parties hereto that this
Grantee is funded by Miami -Dade County. Further, by the acceptance of
these funds, the Grantee agrees that events funded by this Agreement
shall recognize and adequately reference the County as a funding source.
The Grantee shall ensure that all publicity, public relations, advertisements
and signs recognizes and references the County for the support of all
contracted activities. This is to include, but is not limited to, all posted
signs, pamphlets, wall plaques, cornerstones, dedications, notices, flyers,
brochures, news releases, media packages, promotions, and stationery.
The use of the official County logo is permissible for the publicity purposes
stated herein. Grantee shall submit sample of mock up of such publicity
or materials to the County for review and approval. The Grantee shall
ensure that all media representatives, when inquiring about the activities
funded by the Agreement, are informed that the County is its funding
source.
C. Modifications. Any alterations, variations, modifications, or waivers of
provisions of this Agreement including but not limited to amount payable
and effective term shall only be valid when they have been reduced to
writing, duly approved and signed by both parties and attached to the
original of this Agreement. The County Manager, upon concurrence of the
Safe Neighborhood Parks Oversight Committee shall have the authority
to modify or amend this Agreement.
D. Counterpart. This Agreement is signed in 3 counterparts, and each
counterpart shall constitute an original of this Agreement.
E. Headings Use of Singular and Gender. Paragraph headings are for
convenience only and are not intended to expand or restrict the scope or
substance of the provisions of this Agreement. Wherever used herein,
the singular shall include the plural and the plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as
the context requires.
�i•
6of16
F. Agreement Contact. The County's representative for this Agreement is
Mario Santana, Office of Capital Improvements. The Grantee's
representative for this agreement is- Qtcw Wira-Ule9kD. (Name and
Title). 1� �m 0
G. Fringe Benefits. In the event that a percentage of actual salary will be
utilized as the method to claim eligible fringe benefit costs pursuant to
Section 9 (D) (2) (c) of the Rules, such percentage shall not exceed Q %.
This percentage shall be demonstrated to the reasonable satisfaction of
the County. Documentation in support of this percentage shall be
submitted to the Office for approval contemporaneously with the
execution of this Agreement.
H. Subcontracts. Any subcontracts written under the provisions of the
Ordinance (Sections 5 (b) (5) and 8 (c)) require prior review and written
approval of the County, which shall be granted or denied in the sole
discretion of the County.
I. Totality of Agreement / Severability of Provisions. This 16 page
Agreement with its recitals on the first page of the Agreement and with its
attachments as referenced below contain all the terms and conditions
agreed upon by the parties:
Attachments 1 and 2: Miami -Dade County Affidavits
Exhibit(s) 1: Approved Project(s) and Budget(s)
No other Agreement, oral or otherwise, regarding the subject matter of this Agreement
shall be deemed to exist or bind any of the parties hereto. If any provision of this
Agreement is held invalid or void, the remainder of this Agreement shall not be affected
thereby if such remainder would then continue to conform to the terms and
requirements of applicable law.
S
7 of 16jf�
IN WITNESS THEREOF, the parties through their duly authorized
representatives hereby execute this AGREEMENT with an effective date of
IPiz _ 15 12011.
City of South Miami, Florida
7�
City Manager Date
For the City Commission,
City of South Miami, Florida
LERK
Attest:
Maria M. Menendez
By:111
Clerk Date
MIAMI -DADE COUNTY, FLORIDA
By:
County Mayor
MIAMI -DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY COMMISSIONERS
Stephen P. Clark Center
111 N.W. 1 Street
Miami, Florida 33128
HARVEY RUVIN, CLERK
M�
.,
bs
Approved by County Attorney �sp�°�°'m „.,.
to form and legal sufficiency. --t`�"`�''
Clerk
8of16
4I It /c(
Date
ATTACHMENT 1
MIAMI -DADS COUNTY AFFIDAVITS
The contracting individual or entity (governmental or otherwise) shall indicate by an "X" all affidavits
that pertain to this contract and shall indicate by an "N /A" all affidavits that do not pertain to this contract. All
blank spaces must be filled.
The MIAMI -DADE COUNTY OWNERSHIP DISCLOSURE AFFIDAVIT; MIAMI -DADE COUNTY
EMPLOYMENT DISCLOSURE AFFIDAVIT; MIAMI -DADE CRIMINAL RECORD AFFIDAVIT;
DISABILITY NONDISCRIMINATION AFFIDAVIT; and the PROJECT FRESH START AFFIDAVIT shall
not pertain to contracts with the United States or any of its departments or agencies thereof, the State or any
political subdivision or agency thereof or any municipality of this State. The MIA1vII -DADE FAMILY LEAVE
AFFIDAVIT shall not pertain to contracts with the United States or any of its departments or agencies or the
State of Florida or any politieal'subdivision or agency thereof; it shall, however, pertain to municipalities of the
State of Florida. All other contracting entities or individuals shall read carefully each affidavit to determine
whether or not it pertains to this contract and, initial to the left of the statement, if applicable; or "N /A" if not
applicable; and/or provide the information requested.
I, fl br A O IQ , Ph 17 being first duly sworn state:
Af rant
The full legal name and business address of the person(s) or entity contracting or transacting business with
Miami -Dade County are (Post Office addresses are not acceptable):
Doing Business As (if same as above, leave blank)
'RUt1�e± r� i _ �3 i �
Street Address City State Zip Code
KIA I: MIAMI -DADE COUNTY OWNERSHIP DISCLOSURE AFFIDAVIT (Sec. 2 -8.1 of the County Code)
1. If the contract or business transaction is with a corporation, the frill legal name and business address
shall be provided for each officer and director and each stockholder who holds directly or indirectly
five percent (5 %) or more of the corporation's stock. If the contract or business transaction is with.a
partnership, the foregoing information shall be provided for each partner. If the contractor business
transaction is with a trust, the full legal name and address shall be provided for each trustee and each
beneficiary. The foregoing requirements shall not pertain to 'contracts with publicly traded
corporations or to contracts with the United States or any department or agency thereof, the State or
any political subdivision or agency thereof or any municipality of this 'State. All such names and
addresses are (Post Office addresses are not acceptable):
9 o 16
Full Legal Name Address Ownership
2. The full legal names and business address of any other individual (other than subcontractors,
material men, suppliers, laborers, or lenders) who have, or will have, any interest (legal, equitable
beneficial or otherwise) in the contract or business transaction with Dade County are (Post Office
addresses are not acceptable):.
3. Any person who willfully fails to disclose the information required herein, or who knowingly
discloses false information in this regard, shall be punished by a fine of up to five hundred dollars
($500.00) or imprisonment in the County jail for up to sixty (60) days or both.
NAL MIAMI -DARE COUNTY EMPLOYMENT DISCLOSURE AFFIDAVIT (County Ordinance No. 90-
133, Amending sec. 2.8 -1; Subsection (d)(2) of the County Code).
Except where precluded by federal or State laws or regulations, each contract or..business transaction or
renewal thereof which involves the expenditure of ten thousand dollars ($10,000) or more shall require
the.entity contracting or transacting business to disclose the following information. The foregoing
disclosure requirements do not apply to contracts with the United States or any department or agency
thereof, the State or any political subdivision or agency thereof or any municipality of this State.
1. Does your firm have a collective bargaining agreement with its employees?
_ Yes — No
2. Does your firm provide paid health care benefits for its employees?
Yes No
3. Provide a current breakdown (number of persons) of your firm's
work force and ownership as to race, national origin and gender:
White: _ Males _ Females Asian: _ Males _ Females
Black- _ Males _ Females American Indian: _ Males Females
Hispanics: Males Females Aleut (Eskimo): _ Males Females
_ Males _ Females: _ Males _ Females
III: AFFIRMATIVE ACTIONINONDISCRIMINATTON OF EMPLOYMENT, PROMOTION AND
PROCUREMENT PRACTICES (County Ordinance 98 -30 codified at 2-8.L5 of the County Code.)
In accordance with County Ordinance No. 98 -30, entities with annual gross revenues in excess of
$5,000,000 seeking to contract with the County shall, as a condition of receiving a County contract,
have:, i) a written affirmative action plan which sets forth the procedures the entity utilizes to assure that
it does not discriminate in its employment and promotion.practices; and ii) a written procurement policy
which sets forth the procedures the entity utilizes to assure that it does not discriminate against minority
and women -owned businesses in its own procurement of goods, supplies and services. Such affirmative
action plans and procurement policies shall provide for periodic review to determine their effectiveness
in assuring the entity does not'discriininate in its employment, promotion and procurement practices.
T(re. foregoing notwithstanding, corporate entities whose .boards of directors are representative of the
population make -up of the nation shall be presumed to have non - discriminatory employment and
procurement policies, and shall not-be required to have written affirmative action plans and procurement
policies in order to receive a County contract. The foregoing presumption may be rebutted.
10 of 16
The requirements of County Ordinance No. 98 -30 may be waived upon the written recommendation of
the County Manager that it is in the best interest of the County to do so and upon approval of the Board
of County Commissioners by majority vote of the members present.
The firm does not have annual gross revenues in excess of $5,000,000.
The firm does have annual revenues in excess of $5,000,000; however, its Board of Directors is
representative of the population make -up of the nation and has submitted a written, detailed
listing of its Board of Directors, including the race or ethnicity of each board member, to the
County's Department of Business Development, 175 N.W, Ist Avenue, 28th Floor, Miami,
V Florida 33128.
The firm has annual gross revenues in excess of $5,000,000 and the firm does have a written
affirmative action plan and procurement policy as described above, which includes periodic
reviews to determine effectiveness, and has submitted the plan and policy to the County's
Department of Business Development 175 N.W. 0 Avenue, 28th Floor, Miami, Florida
33128;
The firm does not have an affirmative action plan and/or a procurement policy as described
above, but has been granted a waiver.
xTv. MIAMI-DADE COUNTY CRIMINAL RECORD AFFIDAVIT (Section 2 -8.6 of the County Code)
The individual or entity entering into a contract or receiving funding from the County _ has
has not as of the date of this affidavit been convicted of a felony during the past ten (10) years.
An officer, director, r executive of the entity entering into a contract or receiving funding from the
County _ has _ has not as of the date of this affidavit been convicted of a felony during the past
ten (10) years.
�_V. MIAMI -DADE EMPLOYMENT DRUG -FREE WORKPLACE AFFIDAVIT (County Ordinance No.
92 -15 codified as Section 2 -8.1.2 of the County Code)
That in compliance with Ordinance No. 92 -15 of the Code of Miami -Dade County, Florida, the above
named person or entity is providing a drug -free workplace. A written statement to each employee
shall inform the erriployee about:
1. danger of drug abuse in the workplace
2. the fan's policy of maintaining a drug -free environment at all workplaces
3. availability of drug counseling, rehabilitation and employee assistance programs
4. penalties that may be imposed upon employees for drug abuse violations
The person or entity shall also require an employee to sign a statement, as a condition of employment
that the employee will abide by the terms and notify the employer of any criminal drug conviction
occurring no later than five (5) days after receiving notice of such conviction and impose appropriate
personnel action against the employee up to and including termination.
Compliance with Ordinance No. 92 -15 may be waived if the special characteristics of the product or
service offered by the person or entity make it necessary for the operation of.the County or for the
health, safety, welfare, economic benefits and well - tieing of the public. Contracts involving funding .
which is provided in whole or in part by the United States or the State of Florida shall be exempted
from the provisions of this ordinance in those instances where those provisions are in conflict with the
requirements of those governmental entities.
11 of 16 L5
X_Vl. MIAMI -DADS EMPLOYMENT FAMILY LEAVE AFFIDAVIT (County Ordinance No.
142 -91 codified as Section I I A -29 et, seq of the County Code)
That in compliance with Ordinance No. 142 -91 of the Code of Miami -Dade County, Florida, a
employer with fifty (50) or more employees working in Dade County for each working day durin
each of twenty (20) or more calendar work weeks, shall provide the following information i.
compliance with all items in the aforementioned ordinance:
An employee who has worked for the above firm at least one (1) year shall be entitled to ninety (90
days of family leave during any twenty -four (24) month period, for medical reasons, for the birth o
adoption of a child, or for the care of a child, spouse or other close relative who has a serious healt)
condition without risk of termination of employment or employer retaliation.
The foregoing requirements shall not pertain to contracts with the United States or any department o:
agency thereof, or the State of Florida or any political subdivision or agency thereof. It shall
however, pertain to municipalities of this State.
�LVIL DISABILITY NON- DISCRU41NATION AFFIDAVIT (County Resolution R- 385 -95)
Vim
That the above named firm, corporation or organization is in compliance with and agrees to continue
to comply with, and assure that any subcontractor, or third party contractor under this project complies
with all applicable requirements of the laws listed below including, but not limited to, those
provisions pertaining to employment, provision of programs and services, transportation,
communications, access to facilities, renovations, and new construction in the following laws: The
Americans: with Disabilities Act of 1990 (ADA), Pub. L. 101 -336, 104 Stat 327, 42 U.S.C.
12101 -12213 and 47 U.S.C. Sections 225 and 611 including Title I, Employment; Title II, Public
Services; Title III, Public Accommodations and Services Operated by Private Entities; Title IV,
Telecommunications; and Title V, Miscellaneous Provisions; The Rehabilitation Act of 1973, 29
U.S,C. Section 794; The Federal Transit Act, as amended 49 U.S.C. Section 1612; The Fair Housing
Act as amended, 42 U.S.C. Section 3601 - 3631. The foregoing requirements shall not pertain to
contracts with the United States or any department or agency thereof, the State or any political
subdivision or agency thereof or any municipality of this State.
MIAMI-DADS COUNTY REGARDING DELINQUENT AND CURRENTLY DUE FEES OR
TAXES (Sec. 2- 8.1(c) of the County Code)
Except for small purchase orders and sole source contracts, that above named firm, corporation,
organization or individual desiring to transact business or enter into a contract with the County
verifies that all delinquent and currently due fees or taxes -- including but not limited to real and
property taxes, utility taxes and occupational. licenses -- which are collected in the normal course by
the Dade County Tax Collector as we11 as Dade County issued parking rickets for vehicles registered
in the name of the firm, corporation, organization or individual have been paid.
CURRENT ON ALL COUNTY CONTRACTS, LOANS AND OTTER OBLIGATIONS
The individual entity seeking to transact business with the County is current in all its obligations to
the County and is not otherwise in default of any contract, promissory note or other loan document
with the County or any of its agencies; or instrumentalities.
12 of 16
/r
N &. PROJECT FRESH START (Resolutions R- 702 -98 and 358 -99)
Any firm that has a contract with the County that results in actual payment of $500,000 or more shall
contribute to Project Fresh Start, the County's Welfare to Work Initiative. However, if five percent
(5 " /o) of the firm's work force consists of individuals who reside in Miami -Dade County and who have
lost or will lose cash assistance benefits (formerly Aid to Families with Dependent Children) as a
result of the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, the firm may
request waiver from the requirements of R- 702 -98 and R- 358 -99 by submitting a waiver request
affidavit. The foregoing requirement does not pertain to government entities, not for profit
organizations or recipients of grant awards.
X_XI. DOMESTIC VIOLENCE LEAVE (Resolution 185 -00; 99 -5 Codified At I IA -60 Et. Seq. of the
Miami -Dade County Code).
The firm desiring to do business with the County is in compliance with Domestic Leave Ordinance,
Ordinance 99 -5, codified at I IA -60 et. seq. of the Miami Dade County Code, which requires an
employer which has in the regular course of business fifty (50) or more employees working in Miami -
Dade County for each working day during each of twenty (20) or more calendar work weeks in the
current or proceeding calendar years, to provide Domestic Violence Leave to its employees.
I have carefully read this entire five (5) page document entitled, "Miami -Dade County Affidavits" and
have indicated by an "X" all affidavits that pertain to this contract and have indicated by an "N /A" all affidavits
that do not pertain to this contract. %� .1
By: r, �— _
(Sign �ureture of (Date)
SUBSCRIBED AND SWORN TO (or affirmed) before me this /% day +'A��/
20,0.Ll by _Z'C4;/v " . He/She is personally
known to me or has presented as identification.
//'.��� %7 (Type of Identification),
ignature of Notary) (Serial Number)
(Print or Stamp of Notary) (Expiration Date)
Notary Public —Stamp State oQ;_Vyzz� Notary Seal
(State)
MARIA L OARCIA
o:
MY COMMISSION q DD 897582
a: •o,€ EXPIRES: October 2, 2013
�'•2;d�k„�.' bonded Thro Notary PUblic UnderMters
13 of 16
��
ATTACH ENT 2
SWORN STATEMENT PURSUANT TO SECTION 287.133 (3) (a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR
OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS
This sworn statement is submitted to Miami -Dade County
by
and
for
(grin t Name of entity submitting sworn statement) // /
whose business address is lD bo 9 (ja Nat 81_� kt aL� VO I
and if applicable its Federal Employer Identification Number (FEIN) is — UJd 06
If the entity has no FEIN, include the Social Security Number of the individual signing
this sworn statement:
2. I understand that a "public entity crime" as defined in paragraph 287.133 (1)(g), Florida. Statutes,
means a violation of any state or federal law by a person with respect to and directly related to the
transactions of business with any public entity or with an agency or political subdivision of any other
state or with the United States, including, but not limited to, any bid or contract for goods or services
to be provided to public entity or agency or political subdivision of any other state or of the United
States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material
misinterpretation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida
Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought by
indictment or information after July 1, 1989, as a result of a jury verdict, non jury trial, or entry of a
plea of guilty or polo conteadere.
4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under
the control of any natural person who is active in the management of the entity and who has been
convicted of a public entity crime. The term "affiliate" includes . those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in the
management of an affiliate. The ownership by one person of shares constituting a controlling
interest in another person, or a pooling of equipment or income among persons when not for fair
market value under an arm's length agreement, shall be a prima facie case that one person
controls another person. A person who knowingly enters into a joint venture with a, person who
has been convicted of a public entity crime in Florida during the Preceding 36 months shall be
considered an affiliate.
14 of 16 5
5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes means any
natural person or entity organized under the laws of any state or of the United States within the legal
power to enter into a binding contact and which bids or applies to bid on contracts for the provision
of goods or services let by a public entity, or which otherwise transacts or applies to transact business
with a public entity. The term "person" includes those officers, executives, partners, shareholders,
employees, members, and agents who are active in management of an entity.
6. Based on information and belief, the statement which I have marked below is true in relation to the
entity submitting this sworn statement. (Please indicate which statement applies.)
Neither the entity submitting this sworn statement, nor any of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the
entity, nor any affiliate of the. entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the
entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing
Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by
the Hearing Officer determined that it was not in the public interest to place the entity submitting
this sworn statement on the convicted vendor list. (attach a copy of the final order).
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR
THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC
ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR
YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THAT
PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD
AMOUNT PROVIDED IN SECTION 287.017 FLORIDA STATUTES FOR CATEGORY TWO OF ANY
CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
�f/ (Si —
Sworn to and subscribed before me this . �_ day q1 20/.
Perso lly known ye , ,pi �4 i �P
OR Produced Id fication enti Notary Public -State o
(Type of Identification)
r My CQNIMISSK)IN )0997582
tXPIHFS: ontolm 2, 2U18
Swart chid Notary Public Underwriters
(Printed typed or stamped commissioned name
public)
15 of 16 A
2009 Discretionary
Interest and Pre -
Agreement Land
Acquisition Funds
Agreement
EXHIBIT
tcitizens'
oversight committee
Safe
neighborhood T
Pa''9 It
DISTRICT
City of South Miami Dison Park Improvements
8021 S.W. 58th Avenue
'ark Improvements
Fiscal Year
BUDGET ITEMS 2009 -2010
PLANNING - D
DESIGN
PROJECT ADMINISTRATION
PRE - AGREEMENT SOFT COSTS
LAND /BLDG ACQUISITION 0
CONSTRUCTION
Picnic Facilities ( 30,000
Landscaping 20,000
0
Walking Trail 10,000
0
0
0
0
0
TOTAL CONSTRUCTION 60,000
ART ALLOWANCE
FIXTURES, FURNITURE, EQUIPMENT
OTHER COSTS
TOTAL AWARD 60,000
Remarks
SNPCOC approved at their August 18, 2009 meeting. Match 1 to 1 required.
R- 1376 -09 December 1, 2009
16 of 16
)A .S