Res. No. 192-08-12789RESOLUTION NO.:1 92 -08 -12789
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
UNDESIGNATED CONTINGENCY CASH RESERVE FUND;
AUTHORIZING THE CITY MANAGER TO ADVANCE A PAYMENT
IN THE AMOUNT UP TO THREE HUNDRED THOUSAND
DOLLARS TO COMPLETE THE PURCHASE OF THE PROPERTY
KNOWN AS THE DISON PROPERTY; THE THREE HUNDRED
THOUSAND DOLLARS TAKEN FROM THE UNDESIGNATED
CONTINGENCY CASH RESERVE FUND SHALL BE REIMBURSED
BY THE FLORIDA DEPARTMENT OF ENVIROMENTAL
PROTECTION, FLORIDA RECREATION DEVELOPMENT
ASSISTANCE PROGRAM GRANT (FRDAP) AND THE SAFE
NEIGHBORHOOD PARKS BOND PROGRAM; CHARGING
PAYMENT TO ACCOUNT NUMBER 001 - 2100 -519 -6115;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Mayor and City Commission of the City of South Miami
previously authorized the city manager through Resolution No: 202 -07 -12587 to enter
into lease- purchase agreement with the Trust for Public Land to purchase the property at
known as the Dison Property; and
WHEREAS, the Mayor and City Commission of the City of South Miami
authorized the city manager through Resolution No: 127 -06 -12268 to execute a grant
project agreement with the Florida Department of Environmental Protection; and,
WHEREAS, on September 18th 2006 the City of South Miami entered into a
FRDAP grant agreement with the Florida Department of Environmental Protection which
provides the city with two hundred thousand dollars of grant assistance ; and,
WHEREAS, the Mayor and City Commission of the City of South Miami
authorized the city manager through Resolution No:03 -08 -12600 to execute an agreement
with Miami -Dade County entitled "Safe Neighborhood Parks Bond Program 2007
Discretionary & Pre - Agreement Land Acquisition Funds Agreement" that provided the
city with one hundred thousand dollars in funding to be utilized for the purchase of park
land.
WHEREAS, the "Safe Neighborhood Parks Bond Program, 2007 Discretionary
& Pre - Agreement Land Acquisition Funds Agreement' expires on December 31, 2008;
and,
WHEREAS, pursuant to the Amendment 2 to the FRDAP agreement authorized
through Resolution 155 -08 -12752 the city must utilize the grant monies by April 30th
2009;and
Additions shown by underlining and deletions shown by everstriking.
Res. No. 192 -08 -12789
WHEREAS, it is in the best interest of the City to avail itself of the grant funding
awarded to the city to complete the acquisition of the Dison property by withdrawing
three hundred thousand dollars from the undesignated contingency cash reserve and
using the funds to complete the purchase.
WHEREAS, the monies received from FRDAP and from the Safe Neighborhood
Parks Bond Program shall be deposited in the undesignated contingency cash reserve to
replace the funds withdrawn.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1: The City Manager is authorized to pay the withdraw up to
$300,000 to complete the acquisition of the Dison property located in South Miami
bearing Folio No: 09- 4036- 000 -0520 from the undesignated contingency cash reserve.
The purchase is to be expended from account 001- 2100 - 519 -615, Dison Land Purchase
that has, after funding, a current balance of $300,000.Thereafter, the grant funds received
by the city shall be deposited in the undesignated contingency cash reserve to replace
those amounts withdrawn.
Section 2: That this resolution shall take effect immediately upon approval.
PASSED AND ADOPTED this 18 day of November, 2008.
ATTEST:
Y CLERK
READ AND APPROVED AS TO FORM:
Luis R.,Figueredo,
OFFICE OF CITY ATTORNEY,
NAGIN, GALLOP & FIGUEREDO, P.A.
COMMISSION VOTE:
4 -0
Mayor Feliu:
Yea
Vice Mayor Beasley:
Yea
Commissioner Wiscombe:
Comisionar Palmer:
Yea
Commissioner Beckman:
Yea
South Miami
an- AmeficaNy
CITY OF SOUTH MIAMI 11111.1
OFFICE OF THE CITY MANAGER
INTER - OFFICE MEMORANDUM 2001
To: Maria Menendez Date: 1/05/09
City Clerk
From: Matilde G. Menendez -40
Finance Director
RE: Addendum to correct account number on Resolution No. 192 -08 -12789
Copy: W. Ajibola Balogun, City Manager
This memorandum shall serve as a request to correct the account number submitted for the
referenced resolution. Account number 001- 2100 -519 -6115 was inadvertently submitted,
instead of account number's 106- 2063 - 572 -6110 and 106 - 2063 -572 -6111. A copy of this
memorandum shall serve as addendum to the approved resolution.
Should you have any questions or comments, please do not hesitate to contact me.
END OF MEMORANDUM
Q
e 13
i1'+
v
South Miami
AII•Ama[ieaCAY
CITY OF SOUTH MIAMI I I I I F
INTER- OFFICE MEMORANDUM ;
2001
To: Honorable Mayor Feliu, and Members of the City Commission
From: Ajibola Balogun, City Manager —4A
Date: November 18, 2008 Agenda Item No. :_9
Subject: Advancing the purchase of the Dison property from the undesignated contingency cash
reserve.
Resolution: A RESOLUTION OF TIIE MAYOR AND CITY COMMISSION OF THE CITY OF
SOUTH MIAMI, FLORIDA, RELATING TO UNDESIGNATED CONTINGENCY
CASH RESERVE FUND; AUTHORIZING THE CITY MANAGER TO ADVANCE A
PAYMENT IN THE AMOUNT UP TO THREE HUNDRED THOUSAND DOLLARS TO
COMPLETE THE PURCHASE OF THE PROPERTY KNOWN AS THE DISON
PROPERTY; TIIE THREE HUNDRED THOUSAND DOLLARS TAKEN FROM THE
UNDESIGNATED CONTINGENCY CASH RESERVE FUND SHALL BE
REIMBURSED BY THE FLORIDA DEPARTMENT OF ENVIROMENTAL
PROTECTION, FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM
GRANT ( FRDAP) AND TIIE SAFE NEIGHBORHOOD PARKS (SNP) BOND
PROGRAM; CHARGING PAYMENT TO ACCOUNT NUMBER 001 - 2100 -519 -6115;
PROVIDING FOR AN EFFECTIVE DATE
Request: Authorizing the City Manager to advance a payment in the amount up to $300,000, from the
undesignated contingency cash reserve fund, towards the completion of the purchase of the
Dison property.
Reason/Need: The City has been successful in securing two (2) grants for a total of $300,000.00 for the
Dison Property Land Acquisition, The funding agencies are Miami -Dade Safe
Neighborhood Parks and Florida Recreation Development Assistance Program in an amount
of $100,000 and $200,000.00, respectively. As you know, the City has a lease - purchase
agreement with the Trust for Public Lands for the Dison Property, and we have made an
installment in the amount of $500,000.00, under the agreement. We have a balance of
$250,000.00 remaining. In order to fully acquire the property within the scheduled
timeframe for the grants, we need to pay off the entire remaining balance in advance and
provide a copy of the title to both funding agencies for reimbursement. We will be saving
the City $250,000 by paying off the balance of lease through these approved grants. As a
result, I recommend pay -off the lease from our cash reserve account. The pay -off amount
($250,000) will be immediately replaced, once the reimbursements are received.
Cost: N/A
Funding Source: N/A
Backup Documentation: Proposed Resolution
Lease - Purchase Agreement with the Trust for Public Land
Grant funding contracts & addendum with FRDAP and SNP
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1'
TRUST ." PUBLIC LAND
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 TIM 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,
WHEREAS,.the_Mayor.. and City- Commission" desire to enter into the lease _...... ...: .
purchase agreement wish 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 M[AMI;FLORTDA;
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 underlining and deletions shown by everst-Rd-ng.
Res. No. 202 -07 -12587
Section 3. The property appraisal exceeds the purchase price and is
attached as Exhibit A.
This resolution shall take effect immediately upon approval.
PASSER AND ADOPTED this 0 day of December, 2007.
ATTEST:
J
.Y CLERK
READ AND VE .� F .
Luis lF eredo,J
Nagin Gallop Figueredo; P.A..
Office of City Attorney
Page 2 of 2
APPROVED:
M1 In.
MAYOR
COMMISSION VOTE: 4 -0
Mayor Feliu:
absent .
Vice Mayor Wiscombe:
yea
Commissioner Buis:
yea
Commissioner Palmer:
yea
Commissioner Beckman:
yea
Kr
January 4, 2008
VIA: Fed -Ex
(305) 668 -2510
Luis Figueredo
Nagin Gallop Figueredo
18001 Old Cutler Road
Miami, Florida 3310
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)222.7911
Fax (850) 222.3I33
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 . I
2oodbetween The Trust For Public Land, a California charitable corporation quali ed to Iran act
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;
WIMREAS, 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 ofthree (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 Tdrm on the conditions set forth
below if, but only if, the Lessee makes a formal determination at aregularly scheduled meeting of the
CityCornmission 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 cheek, 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 amoinit
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 l.5% as . determined. by Bapk! qf_..
America of SunTrustBank of Northwest Florida, cvbichever is
used as Lessor's lender, beginning on
the Commencement Date and as subsequently adjusted on the day of adjustment, 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 Agreerinent and Lessee's
occupancy pursuant to Ch. $3.01 F.S., et. M.
(e} Credit far Rent:
(i) All Base Rent payments by Lessee to Lessor under thus 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
2
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 pars,
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 (11)
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 S 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. If Lessee 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 SO% of Base'Rent of Year Two of the Term and vacate the Leased
Premises within six (b) months: or
(ii) Vacate the Leased Premises at the close of Year Two of the Lease Term.
4. AD
DITIONAL 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-die
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
S. QUIET ENJOYMENT: Upon payment by Lessee of the Rents herein provided, and upon the
observance and performance ofall 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
terms, 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 bereof there are no improvements
on the Leased Premises. Any improvements contemplated by Lessee shall be made only with the
prior written approval ofLessor. 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 ofits insurance policy coverages and limits inthe eventLessee 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 ofanypollution 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.
(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 laves, rules, and insurance regulations as modified or amerided from time
to time during the Lease Terns. 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 ofthe 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 Propertyon the Commencement Date subject to all matters shown on
the survey, other than billboards orbillboard 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 33-2 of the
Commitment. Billboards depicted on the survey, if any,. shall be removed
within ninety (90) days of the .Commencement Date of the Lease.
Cl
8. 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.
(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. Tiering the Lease
Term, Lessor shall have no obligation to maintain, repair or replace any components of any
Improvements on the Property, 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
performance bond naming Lessor as an insured or beneficiary party. Lessee shall provide to Lessor.
notice_ofsueh alterations and.copies ofas builtpians,ori 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 ofthis 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. INDEMWICATK}N:
. (a) Lessee further agrees that Lessee will pay all 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 6mished 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. ESTOPPELSTATE1VlENT: Lessee agrees that fromtimeto time, upon not less than ten (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 farce 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 Lesseethat all parties are in good
standing under ibis Agreement.
12. ATTQ1ZNMENT: If the interests of Lessor under this Agreement shall be transferred
voluntarily or by reason of foreclosure or otherproceedings for enforcement of any mortgage on the
Leased Premises, Lessee shall, at the election of such transferee, be bound to such transferee (herein
sometimes called the "Purchaser ") for the balance ofthe 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 uponwritten request to attom to the Purchaser, including the mortgagee under any such
mortgage if it be the Purchaser, as its Lessor, said attornment to be effective and self- operative
without the execution of any furtber instruments, upon the Purchaser succeeding to the interest ofthe
Lessor under this Agreement. Notwithstanding the foregoin& however, Lessee hereby agrees to
execute any instrument(s) which Lessor may deem desirable to evidence said attornment by Lessee.
The respective rights and obligations of Lessee and the Purchaser upon such attommeni, 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 SU13LETTING:
(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; orpermit 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 Lode. 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 ofthe Lessee
from the further observance and performance by the Lessee of the terms, provisions, covenants and
conditions herein contained, nor as an imposition upon Lessor of 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 of Lessee's
interest hereunder, in violation of the terms hereof, shall be deemed null and, void, and shall
constitute an act of default hereunder.
14. SUCCESS OR5 AND ASSIGNS: All teams, provisions, covenants, and conditions to be
observed and performed by Lessee shall be applicable to and binding upon Lessee's respective
,administrators, successors.and.assigns, subject .hovzever, to..tlae..reshiotzQns.:as to assignment or
subletting by Lessee as provided herein. All express covenants ofthis Agreement shall be deemedto
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
all times, will indemnify and hold harmless 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 theperson 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 consequentupon 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 of Lessee, 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
7
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 of the deposition, escape or
discovery ofanypoIlutant or hazardous substancewithoutregard to the time at which the deposition,
discovery or escape may occur, or whether such conditions existed prior to the effective date of this
Agreement. The terms o£tbis indemnity shall survive the closing of any sale ofthe 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 ARBITRATION:
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 C AAA „)
However, . f.:tbe, parties, cannot, agree.,wjthin _tert..(IQ) ,days. of., an arbitxat'ori darriand . to arbitrate . ..:.::...:.......:.:.......
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, with the following
exceptions:
(a.) For a dispute in which the amount in controversy is in excess of $100,000 there shall
be three arbitrators. Eachparty 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.) Eachparty 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
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.
{c.) The cost of the arbitration shall be assessed in accordance with the AAA Commercial
Arbitration Rules. The arbitration award shall, be supported by written findings of fact and
conclusions oflaw. 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
jurisdictions
(d:)' Jbe power conferred by this arbitrationprovision is without prejudice to the right of
either party under applicable law to request interim relief directly from any court of competent
jurisdiction, without prior authorization from the arbitrator {s).
17. EMINENT DO1v1AIN: If during the term, of this Agreement any material part of the 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, Lessor may elect to terminate this Agreement orto.continue same in e£feetprbvided, that if
said taking materially interferes with Lessee's use and enjoyment ofthe 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 ofthe Leased Premises as a public park the Base Rent
shall be reduced in proportion to the area ofthe Leased Premises so taken. If any part ofthe 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 Bas eR.entshall be reduced,;,m.:,,;;
bq an amount no less than that�paid to Lessor forthe 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 tatting. If this Agreement should be terminated under any
provision of this paragrapir,,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. INSOLVENCi' AND DEPAUI T: All rights and remedies oflessorherein enumerated shall
be cumulative, and none.shall exclude another or any other right or remedy provided by law.
(a) If, after the applicable grace period, the Lessee defaults in thepayment of Rentorany
other payment due hereunder, or in the prompt and full performance of any other provisions of this
Agreement, which default remains uncured for a period 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
diligently and continuously pursues said cure), or ifthe leasehold interestof 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 (30) 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 sum.equal to. the amount of the Base Rent
reserved under this Agreement for the residue of the stated Lease Tenn. Upon and after entry into
possession ofthe Leased Premises without termination of the Agreement, the Lessor may, but need
not, relet the Leased Premises or any part thereofwith 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 relettng. In any case, the Lessor may.make repairs,
alterations and additions in or to the Leased Premises to the extent deeimmed 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 reletsing. If the consideration collected by the Lessor upon any such .
reletsng for the Lessee's account is not sufficient to pay monthly; the full amount of the Rent
.,reserved in ibe Agreement,.together with the costs ofrepairs, 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 to €etting 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 defaultprovided 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: LION- WAIVEROPDEEAjKe : Failure ofLessor 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 of any other term, provision, condition or
10
covenant of this Agreement. In addition to any rights and remedies specifically granted Lessor
herein, Lessor shall be entitled to all rights and remedies available at law and in equity in the even(
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 fails to pay Base 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. RlcjHT OK 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 (180) 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 governing
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 ofexecution of this 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 laud 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
f'remises..,Lessor.does.not grant Lessee the p @rmissioxa. to initiate. or allow anY.efforts to change the
current zoning of the Property. Nothing in this paragraph 21 shall be construed as contract zoningby
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 Terri. lessee shall not seek or make any such zoning or laird
use changes to accommodate the Lessee's uses during the Lease Term without the prior written
consent of Lessor. The parties agree that Lessor may withhold such consent ifLessor determines that
any such change extends beyond the end of the Lease Term or adversely affects the market value of
the Leased Premises.
21 CONDMON 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 Us 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,
11
to the extent pemitted by law, double the amount of the Base pent paid.by Lessee for the lastmonth
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 ofLessor 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 ofthis Agreement orthe
service of any notice ofcommencement ofany suit, arbitration, or final judgmentforpossessionshall
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 Lesson
hereunder unless the same shall be 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 engineeror geologist, that
during the period ofLessee's occupancy of the Property pollutants,or 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 (DEW or the Florida
Department ofEnvironmental Protection (FDEP), Lessee shall be required to remediate the Property
in accordance with_the, standards established byFDEP, DERM or other regulatory agency exercising..: .
jurisdiction over.the cleanup. In the:event that the existing contamination precludes Lessor's
reasonable use of the 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 of this Agreement. Nothing herein shall be construed to release Lessee from the
obligation to remediate the Property to the standards set byFDEP, 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 oftheformer 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.
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24. INVALIDITY OF PROVISION: If any term, provision, covenant or condition of this
Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder ofthis 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, admipistraters
and/or assigns wherever the context so requires or admits. The -terms,. provision, covenants and
conditions ofthis Agreement are expressed in the total language ofthis 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 ofthis 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 areasonable time following its receipt of notice thereof. Notwithstanding any,
otherprovislon 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 subject to any judgment against Lessor hereunder.
27., EFFECTIVE DATE: 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 this Agreement.
26, ENTIRE ACr2EEMENT: This Agreement contains the entire agreement between thepardes
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 of the 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.
13
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 MA.iEL1RE: Lessor and Lessee shall notbe required to perform any term, condition,
or covenant in this Agreement so long as such performance is delayed or prevented byforce majeure,
which shall mean acts of God, labor disputes (whether lawful or not),. material or labor shortages,
restrictions by any governmental authority, civil 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.tbe 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 (3`d) 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 "Purchase Price ") for
the Property on the Commencement Date shall be Seven Hundred and Fifty Thousand add 00/100
Dollars ($750,000.00) and shall be 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 $100,00.0 9 shall be paid in full on
the 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 Rentpayments 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 funds
from the Florida Communities Trust ("FCT ") or any other grant program at any time during the term
ofthis 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:
14
(a) Simultaneous with the execution of this Agreement, Lessee shall pay to Lessor the
sum of $100.00 in cash as non- refvndable-consideration for the exclusive right and option to
Purchase the Property (hereafter, the "Option Money").
(b) All ofthe Option Morley paid 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 closing, 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 ofthe 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 act or failure to act by Buyer, including but not limited to claims of
lien.resulting from work performed on the Property or materials ordered by Lessee 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. CLOSR ICx: 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 ofinecbanic'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. CWSING ENPENSES AND PRORATIt7NS: 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 bome by Buyer.,
The cost of recording the deed shall be home by Seller, All other expenses shall be paid by the party
incurring the same.
38. SELLER'S REPRESENTATIONS 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 night, 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- Purcbase 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
of ectingg the property or any part thereof after the date ofthis Agreement without the advance written'
consent of Buyer;
W.
(e) Seller knows of no pending or threatened proceedings which might affect thePinperty
or any part thereof or Seller's title thereto;
(f) 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, rule, 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 ofLease 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 of the county in which the Property
is located. In the event Buyer does not exercise the option, or terminates the Agreement, Buyer shall,
Won Seller's written request; deliver to Seller for recording at Sellers expense a quitclaim deed to
the Property.. The Memorandum may also be canceled by execution and release signed by TheTrust
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
of the 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
inthe performance of any of its obligations under this Agreement, Seller 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: All 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 follows:
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 lied Road, Suite 25
South Miami., Florida 33143
17
PHONE: (305) 667 -0409 ext. I 1
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
EmaB: 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, 'PHIS
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, togetherwiththe opinion of I.;essee'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 ofthe 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 hereunder until and unless Lessor shall have provided to Lessee
the report of a Phase One transactional environmental assessment, as that term is commonly
IE
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 Dresence of:
19
Dal Allen, Senior Vice President
Date:_,_--_
LAND
Counterpart signature page for Lease- Purchase Agreement
Signed, sealed and delivered
in the presence of:
. (Corporate Seal)
M
LESSEE:
CITY OF_% ±!_'_t.bA FLORIDA
i
Title-
�'1 •ii7�.l� iii.
i�y
City ofA KnAM 9� Cv
�y D
7t!' l:I.�r!` � \1
Beginning 25 feet East and 142 feet South of the Northwest corner of the NE 1/n of the NE I/" of
the SE % of Section 36, Township 54 South, Range 40 East, thence run South 126 feet; thence
East 205.25 feet; thence North 126 feet; thence West 205.15 feet to the point of Beginning, -lying
and being in Miami -]lade County, Florida.
21
EXHIBIT fcBp
TITLE EXCEPTIONS
22
EXMIA ,4c"
LEASES, LICENFS,. CONTRACTS OR AGREEMENTS
If there are no leases, licenses, contracts or agreements, Seiler shall so state and sign and.date below.
If there are any Imes, etc., the parties should be listed here and a copy of each lease delivered to
Buyer for review prior to execution.
Name:
Title:
23
W-1 nlff�i
For and in consideration of the sun! 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 apart hereof. The option herein granted
extends from the date hereof through 12:00 midnight 60 days prior to the end of the Lease Term. (the
"Option Term "). The full text of the option granted may be found in a certain Lease- Purchase
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 WI CEREOF, each of the parties hereto has eausedthis Memorandum of Option
to be executed an d:sealed by its duly authorized signatory(ies) on the —day of 200_1
Signed, sealed and delivered
in the presence of:
Witness
Print Name
Witness
Print Name
LESSOR: THE TRUST FOR PUBLIC LAND
a nonprofit California corporation
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)
M.1_ s s .. . , . s ;
Commission No:
My Commission Expires:
LESSEE -
Title
Date:-- �L�q� ----
Peter Fodor
Florida Counsel
The Trust for Public Land
306 North Monroe Street
Tallahassee, Florida 32301_ _
25
/ 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 5e AVENUE, SOUTH MIAMI, FLORIDA 89143 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
located In South Miami, Florida, bearing Folio Nm: 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;
sction 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 back-the purchase agreement to the City Commission for final approval.
Section 2: This resolution shall take effect immediately upon approval.
PASSED AND ADOPTED this day of . 2007.
TTEST:
CITY CLER
APPROVED:
MAYOR
COMMISSION VOTE:
5 -0
Mayor Feliu:
yea
Vice Mayor Wiscombe:
yea
Commissioner Palmer:
tea
Commissioner Birts:
'Yea
Commissioner Beckman:
Yea
RESOLITTIONNO, 127-06-12268
WHEREAS, the Mayor and City Commission wishes to accept the grant from 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, late Mayor and City Commission authorized the submission of the grant application
July 26, 2005 through. Resolution No: 102 -05- 12091; and
WHEREAS, the project agreement is intended to award the City $200,000.00 for the acquisition
of the Dison Property located at 9021 SW 58 Avenue.
ROW6 .TKEREFOREO BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF TEE CITY OF SOUTH MIAMI THAT:
Section L. 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.
Seetion 2. This resolution shall take effect immediately upon execution.
PASSED AND ADOPTED this` grday of 2006.
CITY ORNEY
..
Commission'vko:
4 -0
MayorFeliu:
Yea
Vice Mayor'Aiscombe:
Yea
Commissioner Palmer:
absent
CommissionerBirts:
Yea
Commissioner Beekman: Yea
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DEP Agreement No.
F7014
CSFA Number:
37.017
CSFA Title:
FRDAP
PROJECT AGREEMENT (SFY 2006 -07) - Acquisition
This PROJECT AGREEMENT is entered Into this.__.day of,
2006, by and between the 'STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION, hereinafter called the DEPARTMENT, and the City
of South Miami, hereinafter called the GRANTEE, a local government, in furtherance of
an approved publlc outdoor recreation project. In _consideration -of -the mutual.
covenants, contained 'herein and pursuant to section 375.075, Florida Statutes, and
chapter 62D -5, Part V, Florida Administrative Code, the parties hereto agree as follows:
1. This PROJECT AGREEMENT shall be performed in accordance with section
375:075, Florida Statutes; and, chapter 62D-5, Part: V, Florida :Administrative
Code, effective August 15, 2004, hereinafter called the RULE. The GRANTEE
shall comply with all provisions' of the RULE, which Is Incorporated into this
PROJECT AGREEMENT as if'fuliy set forth. Herein. it is the intent of the
DEPARTMENT and the GRANTEE that none of the provisions of section 163.01,
Florida Statutes, shalt apply to this PROJECT AGREEMENT.
2. The DEPA071fiENT has found:.that. public outdoor recreation is the primary
purpose 'of the project. known as .bison Properly (Fiorlda Recreation
Development Assistance Program, FRDAP Project Number F07014),. hereinafter
called the PROJECT, and enters . info this PROJECT ;AGREEMENT with the.
GRANTEE for the acquisition of that reai property, the legal description of which
shall be submitted to the DEPARTMENT as described in the Florida Recreation
Development.. Assistance Prograrn Development Project Pre -
reimbursernent/Commenoement Documentation Form, DEP Forth FPS -A034.
3. Ail forms hereinafter* . referenced may be- found at
www. dep. state. fl.us/parks/b±rs. Further, the GRANTEE will also
receive all applicable forms for administration of project with GRANTEE's copy of
fully.executed PROJECT AGREEMENT.
oEp Agreement No. F704, Raga 1 of .9 IBS CC C A L
DES' 55 -232 (01105) FILE COPY
4. Within three (3) years. from the, completion data set forth in the PROJECT
completion certificate, the GRANTEE shall construct,.or cause to be constructed,
certain public outdoor recreation facilities and improvements in_ accordance with
the following development elements: Picnic facilities, walking trail, landscaping
and other related support facilities. These elements may be. modified by the
DEPARTMENT if the GRANTEE shows good cause.
5, The DEPARTMENT shall pay, on a, reimbursement basis, to the GRANTEE,
funds not to exceed' $200,000.0% which will pay the DEPARTMENT's share of
the cost of the PROJECT. DEPARTMENT funding Is based upon the following:
DEPARTMENT Amount: $200,000.00 50%
GRANTEE Match: $200,000.00 50%
Type of Match: Cash
6. The PROJECT reimbursement request shall include all documentation required
by the DEPARTMENT for a proper pre -audit and post -audit review. Within sixty
(60) days after receipt of the final request, the DEPARTMENT's Grant Manager
shall revies the completion tlocumentaflon and payment request frorh the
GRANTEE for the PROJECT. if the documentation is sufficient and meets the
requirements of the Florida Recreation Development Assistance Program
Completion Documentation Form, DEP Form PPS -A036, referenced in s. 62D-
5.058(p)(g), the DEPARTMENT will approve the request for payment.
7. In addition to the invoicing, requirements contained in the paragraph above, the
DEPARTMENT will periodically request proof of a transaction (such as invoice,
payroll, register) . to evaluate the appropriateness , of costs to the PROJECT
AGREEMENT pursuant to State guidelines (including .cost allocation .guidelines),
as appropriate. When requested,, this Information must be provided within 30
calendar days of the data of such request. The GRANTEE may also be required
to submit a cost allocation plan to the DEPARTMENT in support of its multipliers
(overhead, indirect, general administrative costs, and fringe benefits). State
guidelines for allowable costs can be found In the Department of Financial
Services' 4 .Reference Guide for . State Expenditures at
hW:/ /Y ww dbfstaw.fl.us/aadir/FSAAlndexltml-
L
8, The GRANTEE agrees to comply with the Division of Recreation and. Parks'
Grant and Contract Accountability Procedure, hereinafter called the
PROCEDURE, incorporated into this PROJECT AGREEMENT by reference as if
fully.set forth herein. All purchases of goods and services for accomplishment of
.the PROJECT shall be secured in accordance with the GRANTEE's adopted
procurement procedures. Expenses representing the PROJECT costs, including
the required matching contribution, shall be reported to the DEPARTMENT and
summarized on certification forms provided in the PROCEDURE. The
DEPARTMENT and GRANTEE agree to use the PROCEDURE guidelines for
DEP ,Agreement No. F7014, Page 2 of 8
DEP 55-232 (01105) .
accounting for FRDAP funds disbursed for the PROJECT. The parties further
agree that the principles for determining the eligible costs, supporting
documentation and minimum reporting requirements of the PROCEDURE shall
be used.
g. Allowable indirect costs as defined in the PROCEDURE shalt not exceed 15% of .
the GRANTEE's eligible wages and salaries, unless approved In advance as
described herein. indirect costs that exceed 15% must be approved in advance
in writing by the DEPARTMENT to be considered eligible PROJECT expenses.
10. it is understood icy the GRANTEE that the amount of this. PROJECT
AGREEMENT may be reduced should the Governor's Office declare a revenue
shortfall and 'assess a mandatory reserve. Should a shortfall be declared, the
amount of this PROJECT AGREEMENT may be reduced by the amount deemed
appropriate by the DEPARTMENT.
11. The State . of Florida's performance and 'obligation to. pay under this
Agreement is confingent upon an annual appropriation by the Legislature.
The GRANTEE understands that this Agreement Is not a commitment of
future appropriations.
12. All monies expended by the GRANTEE for the purpose contained herein shall be
subject to pre -audit review and approval by the. State of Florida Chief Finandal
Officer in accordance. with section 17.03(2), Florida Statutes.
18. PROJECT funds may be reimbursed for eligible Preagreement Expenses (as
defined in s. 62D- 5.054(34) of the RULE) Incurred by GRANTEE prior to
execution of this PROJECT AGREEMENT In accordance with s. 62D- 5.055(9) of
the RULE. The DEPARTMENT and the GRANTEE fully understand.and agree
that there shall be no reimbursement of PROJECT funds by the DEPARTMENT
for any expenditure made prior to the execution of this PROJECT AGREEMENT
with the exception of those expenditures which meet the requirements of the
foregoing sections of the RULE.
14. Prior to commencement of PROJECT acquisition, the GRANTEE shall submit the. .
documentation required by the Florida Recreation Development Assistance
Program Acquisition Project Pre- reimbursementlCommencement Documentation
Form, DEP Form FPS -A034, referenced in s. 62D- 5.458(6)(f) of the RULE, to the
DEPARTMENT. Upon determining that the documentation complies with the .
RULE, the DEPARTMENT will give written notice to GRANTEE to commence the
acquisition and approve the request for payment.
15. This PROJECT AGREEMENT shall become ,effective upon execution and the
GRANTEE shall complete acquisition of the PROJECT site by
G,,,i . 1,20e`0 . (hereinafter referred to as the PROJECT completion
datej; at whictt`time ail payment requests and completion documentation will be
DEP Agreement No. M14; Page 3 of 9
DEP 55-232 (01/05)
due to the DEPARTMENT. The GRANTEE may request up to two (2) one-year
extensions from the DEPARTMENT for good cause by the submission of a
written request to. the DEPARTMENT. Such request must be made prior to the
PROJECT completion date: . The GRANTEE understands that the funds
supporting this Agreement are subject to certification forward approval by the
Governor's Office on June 3CP each year. The GRANTEE understands. and
agrees that if the Governors Office does not approve the DEPARTMEN-rs
request to certify the funds. forward, the GRANTEE will not be eligible for
reimbursement after the Governors Once denies the certification forward..
16. The GRANTEE shall retain all records supporting PROJECT costs for five (5)
years after the fiscal year, in which the final PROJECT payment was released by
the DEPARTMENT or until final resolution of matters resulting from any litigation,
claim or audit that started prior to the expiration of the five =year retention period. .
The DEPARTMENT, State Auditor General, State Chief Financial Officer and
other agencies or entities with jurisdiction shall have the right to inspect and audit
the GRANTEE's records for said PROJECT during the PROJECT and within the
retention period:
1i. In addition to the provisions contained in the paragraph above, the GRANTEE
shall comply with the applicable provisions contained in Attachment 1. A revised
copy. of Attachment 1, Exhibit -1, must be provided to the GRANTEE with each
amendment which authorizes a funding increase or decrease. The revised
Exhibit 1 shall summarize the funding sources supporting the PROJECT
AGREEMENT for purposes of assisting. the GRANTEE, in complying with the
requirements of Attachment 1. If the GRANTEE fails to receive a revised copy of
Attachment 1,, Exhibit -1, the GRANTEE shall notify the DEPARTMENT's I=RDAP
Grants -Administrator at (850). 245-2501 to request a copy of the updated
Information;
18. Foil owing receipt of an audlt • report identifying any reimbursement due the
DEPARTMENT for the GRANTEE's . noncompliance with this PROJECT
AGREEMENT, the GRANTEE will be allowed a maximum of thirty (30) days to
submit additional pertinent documentation to offset the amount identified as being
due the DEPARTMENT. The DEPARTMENT, following a review nf. the
documentation submitted by the GRANTEE, will Inform the GRANTEE of the final
reimbursement due the DEPARTMENT.
19. For the purpose of this PROJECT AGREEMENT, the DEPARTMENT's Grant
Manager shall be responsible for ensuring performance of its terms and
conditions and shall approve all reimbursement requests prior to payment. The
GRANTEE's .Grant Manager, as identified in paragraph 20, or successor, shall
act on behalf of the GRANTEE relative to the provisions of this PROJECT
AGREEMENT. The GRANTEE, shall submit to the DEPARTMENT signed
PROJECT status reports every January 51', May e, and September 5t` of each
year summarizing the work accomplished, problems encountered, percentage of
®EP Agreement No. (7014, Page 4 of 9
DEP 55.232 (01105)'
completion, and other information
which may be requested by the
DEPARTMENT.
20. Any and all notices required by this PROJECT AGREEMENT shalt be deemed
sufficient if delivered or sent by United States Postal Service to the parties at the
following. addresses:
GRANTEE's Grant ems_
DEPARTMENT's Grant Manager
Ms. Julie L. Dahzelt
Mary Ann Lee
Grants Administrator
Fiorida Department of Environmental
8130 Sunset. Drive .
Protection
South Miami, FL 33143 -5093
3900 Commonwealth Blvd., M8585
Tallahassee, Florida 32399 -3000
21, Prior to final reimbursement, the GRANTEE must erect a permanent information
sign on the PROJECT site which credits PROJECT funding or a. portion thereof,,
to the Florida Department of Environmental Protection and the Florida Recreation
Development Assistance Program.
22. The DEPARTMENT, has the right to inspect the PROJECT and any and all
records related thereto at'any reasonable time.
23. This PROJECT AGREEMENT may. be unilaterally .canceled by the
DEPARTMENT for refusal by the GRANTEE . to allow public access to all
documents, papers, letters, or other materials made or received by the
GRANTEE in conjunction with this PROJECT AGREEMENT unless the records
are exempt under Section 24(a) of Article I of the State. Constitution and Section
11 9.07(l), Florida Statutes..
24. Prior, to the closing of.the PROJECT, the DEPARTMENT shall have the right to
demand a refund, either in whole or in part, of the FRDAP funds provided to the
GRANTEE for noncompl €ance` with,. the material terms 'of this PROJECT
AGREEMENT. The GRANTEE, upon such written notification from the
DEPARTMENT, shall refund, and shall forthwith pay to the DEPARTMENT, the
amount of money demanded by the DEPARTMENT. Interest on any. refund shall
begin the date that the GRANTEE was informed that a refund was, required and
continues to accrue until the date the refund and interest are paid . to the
DEPARTMENT.
25. The GRANTEE shall comply with all federal, state and local regulations, rules
and. ordinances in acquiring and developing this PROJECT. The GRANTEE
acknowledges that this requirement includes compliance with all federal, state
and local health and safety rules and regulations including all applicable building
codes. The GRANTEE further agrees to ensure that the GRANTEE will include
DEP Agreement No. F7014, Page 5 of 9
DEP 55232 (01105) .
the requirement's of this paragraph in all subcontracts made to perform this
PROJECT AGREEMENT.
26. Land owned by the GRANTEE, which is acquired or developed with FRDAP
funds, .shall be dedicated in perpetuity as an outdoor recreation site by the
GRANTEE for the use and benefit of the public as stated in section 62D- 5.059(1)
of the RULE. All dedications must be recorded in the county property records by
the GRANTEE. Such PROJECT shall be open at reasonable -times and shall be
managed in a safe and attract€ve manner appropriate for public use. .
27. Failure to comply with the provisions of the RULE or the terms and conditions of
this PROJECT AGREEMENT will result in cancellation of the. PROJECT
AGREEMENT by the DEPARTMENT. The DEPARTMENT shall give the
GRANTEE in violation of the RULE or this PROJECT AGREEMENT a notice in
writing of the particular violations stating a reasonable time to comply. Failure of
the GRANTEE to comply within the time period stated in the written notice shall
result in cancellation of the PROJECT AGREEMENT and shall result in the
Imposition of the terms in Paragraph 24:
28. In the event of conflict in the provisions of the RULE, the PROJECT
AGREEMENT and..the Project. Application, the provisions' of. the RULE shall
control over this PROJECT AGREEMENT and this PROJECT AGREEMENT
shall control over the Project Application documents.
29. €f the DEPARTMENT determines that site control is not sufficient under. the
RULE, or has been compromised, the DEPARTMENT shall give the GRANTEE a
notice in writing and a reasonable time to comply. If the 'defc €ency Is not
corrected within the time specified in the notice, the DEPARTMENT shall
terminate this PROJECT AGREEMENT and shall impose the terms of Paragraph
24, if appropriate.
30. Pursuant to section 216.347, Florida Statutes, the GRANTEE. is proh €bited from
spending FRDAP grant funds for the purpose of lobbying the legislature, the
judicial branch, or a state agency.
31. A. No person on the grounds of race, creed, color, national orlgln,.age,.sex,
marital status or disability, shall be excluded from participation in; be
denied the proceeds or benefits of; or be otherwise subjected to
discrimination in performance of this PROJECT AGREEMENT.
B. An entity or affiliate who has been placed on the discriminatory vendor list
may not submit a bid on a contract to provide goods or services to a public
entity, may not submit a bid on a contract with a public entity for the
construction or repair of a public building or public work-,'may not submit
bids on leases of reaf property to a public entity, may not award or perform
work as a contractor, supplier, subcontractor, or consultant under contract
DEP Agreement Ala F7014, Page 6 of 9
DEP 55- 232 (005)
with any public entity, and may not transact business with any public
entity. The Florida Department of Management Services is responsible for
maintaining the discriminatory vendor list which may be found at
http.-Ildms.mvflorid6.com/dms`/"l)urchasinci/convicted suspended discrimin
aft cornolaints vendor lists.. Questions regarding the discriminatory
vendor list may be directed to the Florida Department of Management
Services; Office of Supplier Diversity at (850) 487 -0815.
32. Each, party hereto agrees that it shall be solely responsible for the wrongful acts .
of its employees and agents. However, nothing contained herein shall constitute .
a waiver by either party of its sovereign immunity or the provisions of section
768.28, Florida Statutes.
33. The employment of unauthorized aliens by any GRANTEE is considered a
violation of Section 274A(e) of the immigration and Nationality Act. If the
GRANTEE knowingly, employs unauthorized aliens, such violation shall be cause
for unilateral cancellation of this Agreement: The GRANTEE shaft include this
provision in all subcontracts Issued as a result of this Agreement
34. A person or.affiliate who has been placed, convicted vendor list following a
conviction for a public. entity crime may wt .Perform work as a GRANTEE,
'contractor, supplier, subcontractor, or.consultant under a contract with any-public
entity,.. and may not transact business with any public entity in excess of the
threshold amount provided In section 287.017; Florida Statutes, for Category
Two, for a period of 36 months from the date of being placed on the convicted
Vendor list.
35, The .PROJECT AGREEMENT has been delivered in the State of Florida .and_
shall be construed in,accordance with the laws.of Florida. Wherever possible,
each provision of this PROJECT AGREEMENT shall be interpreted in such
manner as to be effective and valid under applicable Florida law, but if any
provision of this PROJECT AGREEMENT shall be .prohibited or invalid under
applicable Florida law, such provision shall be Ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this PROJECT AGREEMENT. Any action hereon or In
connection herewith shall be. brought in Leon County, Florida unless prohibited
by applicable law.
36. No delay or failure to exercise any right, power or, remedy accruing ,tb either party .
upon breach or default by either party under this PROJECT AGREEMENT shall
impair any such right, power or remedy of either party,. nor shall such delay or
failure be construed as a waiver of any such breach or' default, or any similar
breach or default thereafter.
pEP Agreement No. F7014, Page 7 of 9
DEP 55 -232 (01105)
37. This PROJECT AGREEMENT is not. Intended nor shalt it be construed as
granting any rights, privileges or interest to any third party without mutual written
agreement of the parties hereto.
38
This
e PROJECT
part AGREEMENT is an
he prior wrriitten approval of the DEPARTMENT�igned
39. The DEPARTMENT shall have no liability except as specifically provided in this
PROJECT AGREEMENT..
40. This PROJECT AGREEMENT represents the entire agreement of the parties.
Any alterations, variations, changes, modifications or Waivers of provisions of this
PROJECT AGREEMENT shall only be.valid when they have been reduced to
writing . in the form of an Amendment, duly executed . by each of the parties
hereto, and attached to the original of this PROJECT AGREEMENT.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
DEP Agreement No. F7014, Page 8 of 9
DEP 55 -232 (01105)
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed on the day and year last written above.
STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION
Sy:
Division r for (ar eslg e).
Division o tor and Parks
Date
Address:
Office of Information and Recreation Services
Division of Recreation and Parks
3900 Commonwealth Boulevard
Mall Station 585
Tallahassee, Florida 32399 -9000
DEP G ant a ager. .
Approve d.as to Form and Legality:
This form has been pre - approved as to
form and legality by Suzanne Brantley,
Assistant General Counsel, on
January 25, 2006, for use for one year.
City of South Miami
,
BY: V ..//tie
Prin ' d Name:
Title,
Date
Address:
6130'Siinset D,dve .
South Miami, FL 33143 -5093
List of attachments /exhibits included as part of this Agreement:
Specify Letter/
Type Number Description (include number of pages)
Attachment Special Audit Reolrements (5 Paoesl
DEP Agreement No. F7014, Page 9 of 9
DEP 55 -232 (01105)
er r
The administration of resources awarded by the Department of Environmental Protection (which may be referred to
as the -Department" "DEP ", YDEP" or "Grantor ", or other name in the contractlagreemeno to the recipient
(which may be referred to as the "Contractor, Grantee" or other name in the contraetlagreement) may be subject
to audits and/or monitoring by the Department ofEnvir'onmental Protection, as described in this attachment.
N107V£%'ORI1hTG .
In addition to reviews of audits conducted in accordance with OMB Circular A -133 and Section 215.97, F.S., as
revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by
Department staff, limited scope audits as defined by OMB Circular A-133, as revised, and/or other procedures. By
entering into this Agreement, the recipient agrees, to comply and cooperate with any monitoring,
procedaresfprocesses deemed appropriate by the Department of Environmental Protection In the event the
Department. of Eavironnrental Pro tection determines that a limited scope audit of the recipient is appropriate; Ore
recipient agrees to comply with any additional instructions provided by the Department to the recipient regarding
such audit The recipient further agrees io comply and cooperate with any inspections, reviews, investigations,.or
audits deemed necessary by the C1tie£Financial Officer or Auditor General.
AUDITS
PART I.- ,FWERALLY FUNDED
This part is applicable if the recipient is a state or iocalgbvero ient or a non -profit organization as defined in ONE
Circular A -133, as revised. .
1.
hi the event that the recipient expends $500,000 or more in Federal awards in its fiscal year, the recipient
must have a single orprogram- specific audit conducted in accordance with the provisions of OMB CIrctdar
A -133, as revised. EXWBIT i to this Agreement indicator Fedoras funds awarded through the Department
of Environmental Protection by this Agreement In determining the Federal awards expended in its fiscal
year, the recipient shall consider all sources of Federal awards, hichafing Federal resources received from
the Department of Environmental Protection. The determination of amounts of Federal awards expended
should be in accordance with the guidelines astabiished by.OMB Circular A -133, as revised. An audit of
the recipient conducted by the Auditor "General is accordance with the provisions of OMB Ciroular A -133,
as revised, will meet the requirements of this part
2. In connection with the audit requirements addressed in Part I, paragraph I., the recipient shall fulfill the
requitements relative to auditee responsibilities as provided in Subpart C of OMB Circular A -133, as
revised.
3. I€ the recipient expends less than $500,000 in Federal awards is its fiscal year, an audit conducted in
accordance with the provisions of OMB Circular A -133; as revised, is not required. In tho event that tine
recipient upends less than $500,000 in Federal awards in its fiscal year and elects to have an audit
conducted in accordance with the provisions of OMB Circular A -133, as revised, the cost of the audit must
be paid from non - Federal resources (Le., the cost of such an audit must be paid from recipient resources
obtained from other than Federal entities).
4. The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via
the intern et at 1 t to ; //12 A 6 245 173lefdal01da tiro/
REMAINDER OF PAGE ]NT'ENTTONALLY LEFT BLANK
DEP Agreement No. F7014, Attachment 1, Page 2 of 5
DEP 55 -215 (09104)
PART II: STATEF'UNDED
This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes.
1. In the event that the recipient expends a total amount of State financial assistance equal to or in excess of
$300,000 in any fiscal year of such recipient ($500,000 for fiscal years ending on or after September 30, .
200¢), the recipient must boo State single or project specific audit for such fiscal year in accordance
with Section 215.97; Florida Statutes, applicable rules of the Executive Office of the Governor and the
Chief Financial Officer; and Chapters 10.550 (local governmental entities) `or 10.650 (nonprofit and for -
profit organizations), Rules of the Auditor General. EXMIT I to this Agreement indicates State financial
assistance awarded through the Department of Environmental Protection by this Agreement. In
determining the State financial assistance expended in its fiscal year, the recipient shall consider all sources
of State financial assistance, including State financial assistance received from the Department of
Environmental Protection, other state agencies, and other nonstate entities. State financial assistance does
not include Federal direct or pass - through awards and resources received by a nonstate entity for Federal
program matching requirements.
2. In connection with the, audit requirements addressed in Part 11, paragraph 1, the recipient sball.ensure that
tho audit complies with the requirements of Section 215,97(7), Florida Statutes. This includes submission
of a financial reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapters 40.550
(local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor
General.
3. If the recipient expends less than $300,000 in State financial assistance in its fiscal year ($500,000 for
fiscal years ending on or after September 30, 2004), an audit conducted in accordance hitii the provisions
of Scatioti 215.97, Florida Statutes, is not required, hi the event 'that the recipient expends less'tban
$300,000 in State financial assistance in its fiscal year ($500,000 for fiscal, years ending on or after .
September 30, 2004), and elects to have an audit conducted in accordance with the provisions of Section
2 €597, Florida Statutes, the cost of the audit must be paid from the non-State entity s resources (i.e., the
cost of such an audit mustbe paid from the recipient's resources obtained from other than State entities).
4. For information regarding the .Florida Catalog of State Financial Assistance (CSFA), a recipient should
acoess the Florida. Single Audit Act website located at ht[u! /state fluslfsaalcatalog or the Govemors
Office of, Policy . and Budget website located at
/ /W— cv m torida aomlravflOrida (gavemmenttcontractslonboffice html for assistance. In addition to
the above websites, the following websites may be accessed for, information: Legislatura's Website
htip lwwwlee.state.fl Governors Website htto• / /wwwgnytInrida corn/. Department of Financial
Services' Websita M•!lwww dbf stato.fl.us/ and the Auditor General's Website
hm+/ Twiny state fi us)audaen.
PART €ff: OTHER AUDIT REQUHWAIL+NTS
(NOTE. Thispart would be used tai specify any additional audit requirements imposed by the State awarding entity
that are solely a •matter of thatgate awarding entity spolicy (i.e, the audit is not required by Federal or State laws
and is not in conflict with other Federat'or State audit requirements). Pursuant to Section 215.97(7)(m), Florida
Statutes, State agencies may.conduc, or arrange far audits of State financial assistance that are in "don to
audits conducted to accordance with Section 21S.97, Florida Statutes. In such an event, the State awarding agency .
must ammgeforfunding the full cost ofsuch additional audits.)
PART IV: REPORT SUBMISSION
L Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised,
and required by PART I of this Agreement shall be submitted, when required by Section .320 (d), ONE
Circular A -I33, as revised, by or on behalf of the recipient directly to each of the following:
REMAINDER' OF PAGE INTENTIONALLY LEFT BLANK
DEP Agreement No. F7014, Attachment 1, Page 2 of 5
DEP 55 -215 (09104)
A. The Department of Environmental Protection at the following address:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS 40
2600 Blair Stone Road
Tallahassee, Florida 32399 -2400
B. The Federal Audit Clearinghouse designated in OMB Circular.A -133, as revised (the number of
copies required by Sections .320 ((j)(1) and (2), ONO Circular A -133, as revised, should be
submitted to the Federal Audit. Clearinghouse, at the following address.:
Federal Audit Clearinghouse
Bureau of the Census
1201 East 10th Street
Jeffersonville, IN 47132
C. other Federal agencies and pass - through entities in accordance with Sections .320 (e) and (fl,
OMB Circular A -133, as revised.
2. Pursuant to Section .320(1), OMB Circular A-133, as revised, the recipient shall submit a copy of the
reporting package described in Section .320(c), OMB Circular A -133, as revised, and any, management
letters issued by the auditor, to the Deparhnent ofEnvironmental Protection the following address:.
Audit Direcior.._ ..
Florida Department of Environmental lofection
Office of the Inspector General, MS 40
2600 Blair Stone Road
Tallahassee, Florida 32399 -2400
3. Copies of financial reporting packages required by PART 11 of this Agreement sball be, submitted byoron
behalf of the recipient dire to each of the faDowing.
A.' no Department of Environmental Protection at the following address:.
AuditDireatoi .
Florida Department of Environmental Protection
Office of the Inspector General, MS 40 .
2600 Blair Stone Road
Tallahassee,Florida 32399 -2400
B. The Auditor General's Office at the following address:
State of Florida Auditor General
Room 401; Claude Pepper Building
11I West Madison Street
Tallabassee, Florida 32399 -1450
4. Copies of reports or management letters required by PART III of this Agreement shall be, submitted by or
on behalf of the recipient sectX to the Department of Environmental Protection at the following address:
Audit Director
Florida Department of Environmental Protection
office oftre Inspector Genera], MS 40
2600 Blair Stone Road
Tallahassee, Florida 32399 -2400
Y1EP Agreement No. x`7014, Attachment 1, Page 3 of 5
DEP 55-215 (09104).
5. Any reports, management letters, or other information required to be submitted to the Department of
Environmental Protection pursuant to this Agreement shall be submitted timely in accordance with OMB
Circular A -133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and
for -profit organizations), Rules of the Auditor General, as applicable.
6. Recipients, when submitting financial reporting packages to the Department of Environmental Protection
for audits done in accordance with OAM Circular A -133, or Chapters 10.550 (local governmental entities)
or I0.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date
that the reporting package was delivered to the recipient in correspondence accompanying the reporting
package.
The.recipieut shall retain sufficient records-demonstrating its compliance with the terms of this Agreement for a .
period of 5 years from the date the audit report is issued, and shall allow the Department of Environmental
Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The
recipient shall ensure that audit working papers are made available to the Department of Environmental Protection,
or its designee, Chief Financial Officer, or Auditor General upon request for a period of 3 years from the date the
audit report is issued, unless extended in writing by the Department ofEavironmcnntat Protection.
REMAINDER OF PAGE nMNITONALLY LEFT BLANK
DEP Agreement No. 77014, Attaebment 1, Page 4 of 5
DEP 55 -215 (04!04)
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March 14, 2008
Carol Aubrun
City of South Miami
6130 Sunset Drive .
South Miami, FL 33143
Capital improvements
111 NW t st Street a Suite 2130
Miami, Florida 33128-1926
T 305 - 375 -2724 F 305 - 372 -6130
Dear Ms. Aubrun:
Attached for your information is one fully- executed and recorded 2007
Discretionary and Pre - Agreement Land Acquisition Funds Agreement.
Your cooperation and assistance 'in processing this document is greatly
appreciated.
Sincerely,
dr4c ia Itarti
Special Projects Administrator, 1
Attachments
C: Johnny Martinez, P.E., Director, Office of Capital Improvements
George ldavarrete, Chief, GOB Project Scheduling & Compliance, OCI
Hilda Cuglievan, OCI
miamidadegov
SAFE NEIGHBORHOOD PARKS • BOND PROGRAM
t f-7— 1 : LC .. T i'n' its
This Agreement, made this /! day oA� , ?00 ? , by and between
Miami -Dade County, apolitical subdivision of the State of Florida (County) through its Office of .
Capital Improvements (Safe Neighborhood Parks Bond Program) (Of#ice),.located at I 1 I N.W. I'
Street, Suite 2130, Miami, FL 33128, and 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 (Project(s)) for the County. .
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 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 '& BUDGET SUMMARY. The Grantee agrees to render services
in accordance with the Brief 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 & 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 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 & Rules, 9B);
Breach of Agreement (Rules, 9B(6) & 10F); Termination (Rules, 10F); Prohibited
Use of Funds (Rules, 9D4); Required Documentation (Rules, IOD & 11); Operating
Funds .(Ord., Sec. 5(b)(1)); Completion of Project and Supplemental Funding (Rules,
9B(15) & (16)); and Audits (Ord., Sec. 13 & Rules, 10A).
III.. EFFECTIVE TERM. Both parties agree that the effective term of this Agreement shall
be from December 4. 2007 to December 31, 2008 ..Failure by the Grantee to complete
the project by the aforementioned date, unless. extended, shall be cause for. the County to
terminate this Agreement:
IV. AMOUNT PAYABLE. The maximum amount payable for the pfoject(s) rendered under.
this Agreement, shall not exceed $100,000.00 unless otherwise amended. The Grantee
agrees to post 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 & Rules, 9 B (13)). Recipierit.agrees to provide matching funds for the proidet(s) in the
amount of$100,000.OD .
V. FUNDING COMMITMENT. h1 the event
funding for subsequent years is conditioned upi
Commissioners of Miami-Dade County, Florida,
forthcoming.
VI. FUNDING REGULATIONS.
that the project(s) requires further funding,
n appropriation by the Board of County
with no representation that funds will be
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 Commuittee) shall be 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 Grants Review Sub - Committee at their July,12, 2007 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 fencing 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.
Page 2 of 16
D. Sec. 255 -25. Disbursement of funds.
(a) No fiords authorized under Section 25B -22 maybe disbursed to any recipient unless the
recipient agrees:
(1) . The grants for all programs in Section 25B -22 sbaU be made available at least
once every twelve (12) months with, public notice from the County.
(2) To maintain and operate in perpetuity the property acquired, developed,
improved; rehabilitated or restored with the funds, except where leases are in effect. The
recipient 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 this section. This recipient agency must provide adequate
programming for any new facilities constructed with proceeds of the bonds.,
(3) To use the property only for the purposes of this article and to make no other use,.
sale, or disposition of the property, except' as' provided in subdivision (b) of this section.
(4) Any beach, park or the public
restored with fiords from this act shall
discrimination as to race, color, gender,
marital status, or disability.
facility acquired, developed, rehabilitated or
be open and accessible to the, public ,without
age, religious belief, residence, national origin,
(5) . 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, each recipient of funds pursuant to this article covenants to
comply with each applicable requirement of Section 103 and Sections 141 through 150 of
the Internal Revenue Code of 1986, as amended. Each recipient of funds shall_ agree in
writing to the conditions specified in paragraphs (2), (3), and (4) of this section.
VIII, INDEMNIFICATION BY GRANTEE. 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.. City of South Miarni shalt pay all claims and
losses is 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 attomey's fees which may issue thereon. Grit of South Miami
expressly understands and agrees that any insurance protection required by this Agreement or
otherwise provided by Cily of South Miarni 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
Page 3 of 16
IX. INSURANCE.
Government Entity.
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 shalt 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 TV of the.C6&of
Miami -Dade . County. ('County Cade'), as amended, which prohibits discrimination. in
employment; Title VIl 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 prolubits 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 121.03 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 -Dadc County), as amended, which is incorporated herein by reference as if
fully set forth herein; in connection with its contract obligations hereunder.
XII. INDEPENDENT PRIVATE- SECTOR INSPECTOR GENERAL. The County shall have
the right, but not the obligation, to require the Grantee, at the Grantees own cost, to retain the
services of an independent private - sector inspector general (IPSIG) who may be engaged to
audit, investigate, monitor, oversee, inspect and review the operations, activities and
performance of the Grantee and County in connection with this agreement. The scope of
services performed by an IPSIG may include, but are not limited to, monitoring and investigating
compliance with Agreement; project costs; and investigating and preventing corruption and
fraud.
Page 4 of 16
The IPSIG may perform its services at all levels of the contracting and procurement process
including but not limited to project design, establishment of bid specifications; bid submittals,
activities of Grautee,:its officers, agents and employees, lobbyists, county staff and elected
officials:
Upon ten (10) days written notice to Grantee from an IPSIG, the Grantee shall make all
requested records and documents available to the IPSIG for inspection and copying. The IPSIG
shall have the right to examine all documents and records in the Grantee's possession, custody or
control which in the IPSIG's sole judgment pertain to performance of the Agreement; including
but not limited to original estimate'files, bid and change nvier estimates, workshects, proposals
and agreements from .and with successful and unsuccessful subcontractors and suppliers, all
project-related correspondence, memoranda, instructions, financial documentsi construction.
documents, bid and agreement documents, back - charge document, all documents and records
which involve cash, . trade or volume discounts, insurance proceeds, : rebates, or dividends
received, payroll, and personnel records, and supporting. documentation for the aforesaid
documents and records.
The provisions in this section shall, apply to the Grantee, its officers, agents and employees. The
Grantee. shalt 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 an. 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.
XIII. OFFICE OF THE MIAMI DARE INSPECTOR GENERAL. Pursuant to Ordinance No.
47 -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.
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
Page 5 of 16
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 (certi5ed /return receipt) or delivered to the address appearing
on page one (1). of the Agreement and written notice addressed to the Grantee and mailed
(certified/retum receipt) of delivered to the address appearing on page one(l) 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 falfill in a timely and proper . manner its
obfugations.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).
XVH. MISCELLANEOUS.
A. Governing Law. The Grantee agrees to comply with all applicable federal, state
and county laws, rules and regulations, which are incorporated by reference or fully set forth.
This Agreement is made in the State of Florida and shall be governed according to the laws of
the State of Florida. Proper venue for this Agreement shall be Miami -Dade County, Florida.
B. Modifications.. Any alterations, variations, modifications, extensions 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.
C. Counterpart. This Agreement is signed in 3 counterparts; and each
counterpart shall constitute an original' of this Agreement.
Page 6 of 16
D. Headings. Use of Singplar 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 shad be read as masculine, feminine or neuter as the context
requires.
E. Agreement Contact.. The County's representative .for this agreement. is Marcia
Martin, Office of Capital Improvements. The Grantee's representative far this agreement is
• _Aia J&' -I .a� to $ ` t 041 :__ 4A� (Name and TWO).
F. Fringe Benefits: In the event that a percentage of actual salary will be utilized as
.fri
the method to claim eligible nge benefit costs pursuant to Section 10 (D) (2) (c) of the .Rules,
�� ,
such percentage shall not exceed %.:This percentage shall be demonstrated to the
reasonable satisfaction of the County. Documentation in support of ibis percentage shall, be
submitted to the Office for approval contemporaneously with the execution of this Agreement..
G. . 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.
H. Totality of Agreement ement I Severabiiity 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:
Attachment I 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.
IN WITNESS WITEREOF, the parties hereto have set their hands and affixed their respective
seal the day and'year first above written:
CITY OF SOITl'II MIAMI
A municipal corporation in the
State of Florida
Page 7 of 16
4C4�nq�
South Miami Executive Officer
Title
Page 7 of 16
Naive (Typed) .
ATTEST:
_ ( 7
x acne/Title .f`/ (Corporate Seal)
Maria M. Mendndez
APPROVED AS TO FORM AND' MLAMI DADE COUNTY..
LEGAL SUFFICIENCY: a political subdivisipi of the
Sta ofF 'da
Assistant County Attdrney George . Burgess, ty Manager'
ATTEST:
i
Harvey Ruvin, Clerk
Page 8 of 16
ATT 1
�. 1�
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 `TUN" all affidavits that do not pertain to this contract. All
blank spaces must be filled.
The MIAMI -DARE 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 ITnitcd States or any'of its daparhnenis or agences thereof, the State or any
political subdivision or agency thereof0 any municipality ofthis Stale. The MIAMI DARE FAMILY LEAVE
AFFIDAVIT shall not pertain to contracts with the United States or any of its departments of agencies or the
State of Florida or any political subdivision or agency thereof; it shall, however, pertain to municipalities of the
Statc of Florida. All other confiraciing entities or individuals shall read carefully each affidavit to determine
whether or not.it pertains to this confract and initial fo the left of the statement, if applicable; or "NIA" if not
applicable; audlor provide the infoinxation requested. .
1, act ry k;,rajQ ha 10el € q being first duly sworn state:
Affiant
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):
AFederaI�Employer Identification Number (If none, Social Security)
Nam6hf Entity. Individual(s). Partners, or Corporation
Doing Business As (if same as above, leaveblank)
�[J �� r�-r1 �C-r � ill � h'{.it{,mr � o"ZJ�Jd `➢" " .�
I. MIAMI IDADE COUNTY OWNERSHIP DISCLOSURE AFFIDAVIT (See. 2 -8.1 of the County Code)
L If the contract or business transaction is with a corporation, the full 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 contract or business
transaction is with a trust, the full legal name and address shall be provided for each trustee and each
beneficiary. The foregoing re uirements shall not pertain to 'contracts with publicly traded
corporations or to contracts with the United States or any department or agency thereota the State or
any political subdivision or agency thereof or any municipality of this State. All such names and
addresses am (post Office addresses are not acceptable):
lof5
Full Legal Name Address ownership
2. The full legal names and business address of any cil= 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.
U. MIAMI- -DADS COUNTY EMPLOYMENT DISCLOSURE AFFIDAVIT (County Ordinance No. 90-
133; Amending see. 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?
0 Yes _ No
2. Does your firm provide paid health care benefits for its employees?
—f� Yes —NO
3. Provide a current breakdown (number ofpersons) of your firm's
work force and ownership as to race, national origin and gender:
White: _! Males oQP Females!-1 Asian:
"—
Males
Females
Black: Males 5e Females,t,� American Indian:
.Males
_Females
wispanies: Males Aleut (Eskimo):
Males _
Females
.Females
Males Females:'f _
Males
Females
111 AFFIRMATIVE ACTIONINONDISCREYDNATION OF ,EMPLOYMENT, PROMOTION AND
PROCUREMLNT PRACTICES (County Ordinance 98 -30 codified at 2 -8.1:5 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 shah, 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 discriminate in its employrrzent, promotion and procurement practices.
Tho € oregoing notwithstanding, Corporate entities whose boards of dueciors are representative of the
population make up of the nation shaII be presumed to have non disCrima�atozy employment and
procurement policies, and shall not he required to have written affirmative action plans and procurement
policies in order to receive a County contract The forego ng presumption may lie rebatted.
2of5
The requirements of County Chdinarice 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.
firm does havo annual revenues in excess or $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 NA Ist Avenue, 28th Floor, Miami,
Florida 33128..
The form 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. 1n Avenue, 28th Floor, Miami, Florida
3AI28>
fN The film does not have an affirmative action plan and/or a procurement policy as described
above, but has been granted a waiver.
rV. MIAMi -DADS COUNTY CRRMINAL RECORD AFFiDAVrf (Section 2-8.6 of the County Code)
The individual or entity entering into a contract or receiving finding 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, or 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 -DARE .EMPLOYMENT DRUG -FREE WORKPLACE AFFli3AVTT (County Ordinance NO-
92-15 codified as Section 24.1.2 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 employee about:
I. danger of drug abuse in the workplace
2, the firm'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 employces 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 term's 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 maybe 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 -being 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.
3of5
J Vi. MIAMI -DADS EMPLOYMENT FAMILY LEAVE AFFIDAVIT (County Ordinance No
142 -9I codified as Section I IA -29 et. seq of the County Code)
-/Vii.
J
That in compliance with Ordinance No. 142 -91 of the Code of Miami Dade County, Florida, an
employer with fifty (50) or more employees working in Dade County for each working day during
each of twenty (20) or more calendar work weeks, shall provide the following. information in
compliance with all items in the a €orementioned ordinance:
An employee who has worked for the above firm at least 6ne'(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 or
adoption of a child, or for the care of a child,, spouse or other close relative who has a serious health
condition withoutrisk of termination of employment or employer retaliation.
The foregoing requirements . shall not pertain to contracts with the United States or any department or
agency thereon or the State of Florida or any political subdivision or agency thereof. It shall,
however, pertain to municipalities of this State.
DISABILITY NON DISCRIMINATION AFFIDAVIT (County Resolution R- 385 -95)
That the above named.firm, corporation or organization is in compliance with and agrees to continue
to comply with, aiid 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.
1210142213 aaA47 U.S.C. Sections 225 and 611 including Title I, Employment; Title IL 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 Pair 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.
,_VIII. MIAMI DADE COUNTY REGARDING DELINQUENT AND CURRENTLY DUE FEES OR
TAKES (Sec. 2- 84(c) of the County Code) .
Except for smart 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
properly taxes, utility taxes and occupational licenses -- which are collected in the normal course by
the Dade County Tax Collector as well as Dade County issued parking tickets for vehicles registered
in the name of the firm, corporation, organization or individuaI,have been paid.
f IX. CURRENT ON ALL COUNTY CONTRACTS, LOANS AND OTHER 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.
We Q
X. 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
cotitri`bute to Project Fresh Star[; the County's Welfare to Work. initiative. However, if five percent
(5 %) of the firm`s work forge 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, iho. firm may
request waiver from the requirements of R- 702 -98 and R- 358 -99 by submitting a waiver request
affidavit. n,e foregoing requirement does not pertain to government entities, not for profit
organizations or recipients of grant awards.
t y XI. DOMESTIC VIOLENCE LEAVE.(Resoll on Ig5- 00;'99 -5 Codified. At IIA -60 Et. Seq. of the
Miami-Dade County Code).
The firm desiring to do business with the County is in compliance. wish 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 ofbusiness fifty {50)'or mare employees working in Miami=
Dads County for each working day during each of twenty (20) or more calendar workk weeks in the
current or proceeding calendar years, to provide Domestic Violence Leave to its employees.
I have carofuity 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 " NIA' all affidavits
that do not pertain to this contract.
$y:
.—.
(Siguaturelant)
—i^ (Date)
before this day of V y 2l
SUBSCRIBED AND SWORN TO (or affirmed)
me +L
2002by �Q FF -cJ%Ltn
He /She is personally
known to me or has presented
as identification.
(Type of Identification)
C
(Signature oMotary)
(Serial Number)
Maria M. Menendat
(Expiration Date) .
(Print or Stamp of Notary)
Notary Public - Stamp State of
Notary Seal
(State)
yyg3P
e� n MARIA M.MENENDEZ
0 WCOMMISSION# DD271979
'$oFibo4 EXAtRES: March iQ 2008
14*8- TAAY FLNOWy Die VAW=00.
5of5
., O,„ STATENMa pURSUANT a
FLORTDA sTATUM ON t
TIM • , �, z .. • r :� s, V
FIMR OFFICIAL AbTRORMIi ; s ADAwffSTER OATHS
1. This sworn statement is submitted to Mbmi -Dade County
whose business address is (900 _S 15g"1" Dri At � 7 a { � � A �i (i � ` 31 V'3
and if applicWefts Federal Employer Identification Number (FEIN) 18 67- 66b6 "63 1
If the entity has no FEIN, include the Social Security Number of the fndivitlual signing .
this sworn statement:;
2. I understand that a "public entity crime" as defined in paragraph 287.133 (1)(ag), 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 slate or of the United
States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material
misinterpretation. .
3. I understand .that "convicted" or :"convletime" as defined in Paragraph 287.133 (1) (h), Florida
Statn 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 coutondere.
4. I understand that An "affliiaW as defined In paragraph 287.133(1)(2): Florida Statutes. means
1. is 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 amt's, length agreement, shall be a prime 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 he
considered an affiliate.
Uab
S. 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 T 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
enfsty, nor any affiliate of the entity has been charged, with and convicted of a public entity crime
subsequent to July 1,19&.
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
eutf% 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).
r ► e► r ► y° :r • L
I-M LoLl r rI
r ,u, r � r r, r ; � , • .
e• :� •.� t r r. ,t a .:r : ►•, .� ►
(Signature)
dG „�-
Sworn to and subscribed ,before me this day of a- x 2dA•
Personally known 7_3_aZag4in
OR Produced Identification — Notary Public - State of its
My commission expires
(Type of Identification)
(Printed typed or stamped commissioned name notary
public) Maria M. Menendez
csxPyB� MAFt1R Nl. MENENiJEZ
'9. MY COE3hA9SION# DQ277979
�'oESA� EXPIRES: Ma�eP+i6,aW6"
7- �dfltv'OTARY E4NWM'eisowmASV:c Ca.
2 oft
2007 Discretionary Pre -
Agreement Land Acquisition.
EXHIBIT 9 DISTR ICT i . • 6
Fsoiiiia i iiariii ilison Property Acquisition
BUDGET ITEMS
PLANNING
DESIGN
PROJECT ADMINISTRATION
PRE- AGREEMENT SOFT COSTS
LANDIBLDG AGOU181TION
CONSTRUCTION
TOTAL CONSTRUCTION
ART ALLOWANCE (Miami -Dade Only)
FIXTURES, FURNITURE, EQUIPMENT
OTHER COSTS
EXPENDITURE TOTALS
2007-2008
r� ire
. WHEREAS, the Mayor and CIty.Commission wish to accept the grant from Miami -Dade County's
Safe, Neighborhood Parks (SNP) for the Acquisition of the Dison Properly,
WHDIIEAS; the Mayor and City, Commission agree to match funding In the amount from
$100,000.00 from'the prior years contingency reserve with account number 001- 2100 -519 -9920 under.
Resolution No. 202 -07 - 12587.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE,
CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1: The City Commission authorizes the City Manager to execute an agreement iWth
Miami -Dade County's Safe Neightorhood Parks (SNP) towards the Acquisition of the Dison Property.
Section 2e The Cry Commission authorizes ft City Manager to match funding In the amount of .
and not to exceed $100,060.00 from the 2006 -07's Contingency,Carty- over•wilh account number 001-
2100 -519 -9920; in accordance with Resolution `No. 202-07 - 12587.
Section 3: The attached exhibits are incorporated by reference into this resolution.
PASSED AND ADOPTED this dayof 2008.
r APPROVED:
(= .3 , - akJ-)�
CITY CLERIC MAYOR
READ ANROVE AS TO F
CITY AffQERNV
Include File Name and Path
COMMISSION VOTE: 5 -0
Mayor Feliu:
Yea
Vice MayorWiscombe:
Yea
Comm' ,issionerPalmer:
yea
CommissionerBhts:
yea
Commissioner Backman:
Yea
6 �.
I� � i � E 4 c � `. � n
�,. t k ' r ,�� � s i
October 10, 2008
Florida Department ofm
Environmental
Ms. Carol Aubrun
Grants Administrator
City of South Miami
6130 Sunset Drive
South Miami, Florida 33143 -5093
Marlory Stoneman Douglas Building
3900 Commonwealth Boulevard
Tallahassee, Florida 32399 -3000
Re: Dison Property ,
FRDAP Project No. F07014
Dea(AUL
Charlie Crist
Governor
Jeff Koltkamp
Lt. Governor
oichael W. Sole
Secretary
Attached is the executed amendment that provides for a completion date of April 30,
2009, for this project. This is the date by which all grant- related acquisition must be
completed and all grant-related expenses paid. The completion documentation must be
submitted to our office no later than thirty (30) days after project completion. As soon
as the documentation is received, we will process your reimbursement.
If you have any questions, please contact our office at (850) 245 -2501 J SUNCOM 205-
2501. 'Thank you for your attention to this matter.
Sincerely,
Mary Ann e
Community Assistance Consultant
Office of Information and Recreation Services
Division of Recreation and Parks
Mail Station #585
Attach, -Went
1140re Protection, Less Process"'
I
F07014 F7014
(FRDAP Project Number) (DEP Contract Number)
CSFA Number; 37.017
CSFA Title: FRDAP ,
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Amendment 2 to Agreement
This Amendment entered into on , 20081
serves to amend portions of the Agreement dated September 18,
2006, and amended August 15, 2007, by and between the Department
of Environmental Protection, hereinafter referred to as
DEPARTMENT, and the CITY OF SOUTH MIAMI, hereinafter referred to
as GRANTEE, for the project known as Dison Property, pursuant to
section 375:075, Florida Statutes, and Part V of Chapter 62D -5,
Florida Administrative Code.
In and for the mutual . covenants between them, the DEPARTMENT
and the GRANTEE agree that the following amendment shall apply to
the above - referenced Agreement:
Paragraph 15 Sentence 1 is amended as follows: The
GRANTEE shall complete all project elements on or before April
30, 2009.
In all other respects the Agreement of which this is an
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement on the day and year last written above.
STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION
By:
Director or Designee
Division of Recreation and Parks
DEP C ntr c Manager
Approved as to Form and
Sufficiency: Agreement has been
pre- approved as to form and
sufficiency by Suzanne Brantley,
Assistant General Counsel, on
December 21, 2007 for the use
for one year.
CITY OF SOUTH MIAMI
By_ be b
Person Authorized to Sign
rte • �� t �A �C.QC- �crr -�.
Printed Name
c t-r- -i
Title
Address:
6130 Sunset Drive
South Miami, FL 33143 -5093
Grant orney
•.. a• i
'. ,
Q 1i
ce a, t • t` .i.:"
FLORIDA DEPARTMENT OF EA11KUMU4141 I AL
PROPERTY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Mayor and City Commission wish to continue to accept the grant from the Florida
Department of Environmental Protection;. and
WHEREAS, the Amendment will continue the $200,000.00 grant for the acquisition of the Dison
Property,
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA THAT.
Section 1: The Mayor and City Commission authorizes the City Manager to execute a grant
amendment with the Florida Department of Environmental Protection
Section 2: The attached Amendment is made a part of the resolution.
ATTEST:
'CITY CLERK
READ AND APPROVED AS TO FORM:
CITY T*at2�EY
include File Name and Path
APP OVED:
MAYOR
COMMISSION VOTE:
5 -0
Mayor Feliu:
Yea
Vice Mayor Beasley:
Yea
Commissioner V iscombe:
Yea
Commissioner Palmer.
Yea
Commissioner Beckman:
yea
DEP Agreement No: F7014
CSFA (dumber: 37.017
CSFA Title: FRDAP
PROJECT AGREEMENT (SFY 2006 -07) - Acquisition
This'PROJECT AGREEMENT is entered into'this day of
2006, by and between the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION, hereinafter called the DEPARTMENT, and the City
of South Miami, hereinafter called the GRANTEE, a local government, in furtherance of
an approved public outdoor recreation project. In consideration of the mutual
covenants contained herein and pursuant to section 375.075, Florida Statutes, and
chapter 62D -5; Part V, Florida Administrative Code, the parties hereto agree as follows:
1. This PROJECT AGREEMENT shall be perforated in accordance with. section
375.075, Florida Statutes; and chapter 62D -5, Part V, Florida Administrative
Code, effective August 15, 2004, hereinafter called the. RULE. The GRANTEE
shall comply with all provisions of the RULE, which is incorporated into this
PROJECT AGREEMENT as if. fully set forth herein. It is the intent of the
DEPARTMENT and the GRANTEE that none of the provisions of section 163.03,
Florida Statutes, shall apply to this PROJECT AGREEMENT.
2. The DEPARTMENT has found that public outdoor recreation is the primary
purpose .of. the project known as Dison Property (Florida Recreation
Development Assistance Program, FRDAP. Project Number F07014), hereinafter
called the PROJECT, and enters into this PROJECT AGREEMENT with the
GRANTEE for the, acquisition of that real property, the legal description of which
shall be submitted to the DEPARTMENT as described in the Florida Recreation
Development Assistance Program. Development . Project Pre -
reimburserrient/Commencement Documentation Form, DEP Form FPS -A034.
3. All forms hereinafter referenced may be found at
www.dep,.state.fl.us/parks/oirs. Further, the GRANTEE will also
receive all applicable forms for administration of project with GRANTEFs copy of
:fully executed PROJECT AGREEMENT.
DEP PQroemetit No. "014, Page I of 9
O E lVE
1 1 1 ns �F b
4. Within three (3) years from the completion date set forth in the PROJECT
completion certi €icate, the GRANTEE shall construct, or cause to be constructed,
certain public outdoor recreation facilities and improvements in accordance with
the following. development elements: Picnic facilities, walking trail, landscaping
and. other related support facilities. These elements may be modified by the
DEPARTMENT if the GRANTEE shows good cause.
5. The DEPARTMENT. shall pay, on a reimbursement basis; to the GRANTEE,
funds not to exceed $200,000.00, which will pay the DEPARTMENT's share of
the cost of the PROJECT. DEPARTMENT funding is based upon the following:
DEPARTMENT Amount: $200,000.00 50%
GRANTEE Match: $200,000.00 50%
Type of Match: Cash
6. The PROJECT reimbursement request shall include all documentation required
by the DEPARTMENT for a proper pre -audit and post -audit review. Within sixty
(60) days after receipt of the final request, the DEPARTMENT's Grant Manager
shall review the completion documentation and payment request from the
GRANTEE for the PROJECT. :If the documentation is sufficient and meets the
requirements of the Florida Recreation Development Assistance Program
Completion Documentation Form, DEP Form FPS -A036, referenced in s. 62D-
5.058(6)(0), the DEPARTMENT will approve the request for payment.
7. In addition to the invoicing requirements contained in the paragraph above, the
DEPARTMENT will periodically request proof of a transaction (such as invoice,
payroll register) to evaluate the appropriateness of costs to the PROJECT
AGREEMENT pursuant to State guidelines (including cost allocation guidelines),
as appropriate. When requested, this information must be provided within 30
calendar days of the date of such request. The GRANTEE may also be required
to submit a cost allocation plan to the DEPARTMENT in support of its multipliers
(overhead, indirect, general administrative costs, and fringe benefits). State
guidelines for allowable costs can be found in the Department of Financial
Services' Reference Guide for State Expenditures at
http• / /wwiv dbf state 1l.us/aadir /FSAAIndex.html.
8. The GRANTEE agrees to comply with the Division of Recreation and Parks'
Grant and Contract Accountability Procedure, hereinafter called the
PROCEDURE; incorporated into this PROJECT AGREEMENT by reference as if
fully set forth herein. All purchases of goods -and services for accomplishment of
the PROJECT shall.be secured in accordance with the.GRANTEE's adopted
procurement procedures. Expenses representing the PROJECT costs, including
the required matching contribution, shall be reported to the DEPARTMENT and
summarized on certification. farms provided in the PROCEDURE. The
DEPARTMENT and GRANTEE agree to use the PROCEDURE guidelines for
DEP Agreement No. F7014, Page 2 of 9
DEP 55- 232.(01105)
accounting for FRDAP funds disbursed for the PROJECT. The parties further
agree that the principles for determining the . eligible costs, supporting
documentation and minimum reporting requirements of the PROCEDURE shall
be used.
9. Allowable indirect costs as defined in the PROCEDURE shall not exceed 16% of
the GRANTEE's eligible wages and salaries, unless approved in advance as
described herein. ,Indirect costs that exceed 16% must be approved in advance
in writing by the DEPARTMENT to be considered eligible PROJECT expenses.
10. It is understood by the GRANTEE that the amount of this PROJECT
AGREEMENT may be reduced should the Governor's. Office declare a revenue
shortfall and assess a mandatory reserve. Should a shortfall be declared, the
amount of this PROJECT AGREEMENT may be reduced by the amount deemed
appropriate by the DEPARTMENT.
11. The State of Florida's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation by the Legislature.
The GRANTEE understands that this Agreement is not a commitment of
future appropriations.
12. All Monies expended by the GRANTEE for the purpose contained herein shall be
subject to pre -audit review and approval by .the State of Florida Chief Financial
Officer in accordance with section 17.03(2), Florida Statutes.
13. PROJECT funds may be reimbursed for eligible Preagreement Expenses (as
defined in s. 62D- 5.054(34) of the RULE) incurred by GRANTEE prior to
execution of this PROJECT AGREEMENT in accordance with s. 621)- 5.055(9) of
the RULE. The DEPARTMENT and the GRANTEE fully understand and agree
that there shall be no reimbursement of PROJECT funds by. the DEPARTMENT
for any expenditure made prior to the execution of this PROJECT AGREEMENT
with the exception of those expenditures which meet the requirements of the
foregoing sections of the RULE.
14. Prior to commencement of PROJECT acquisition, the GRANTEE shall submit the
documentation required by the Florida Recreation. Development Assistance
Program Acquisition Project Pre- reimburserrrent/Commencement Documentation
Form, DEP Form FPS -A034, referenced.in s. 62D- 5.0.58(6)(f) of the RULE, to the
DEPARTMENT. Upon determining that the documentation complies with the
RULE, the DEPARTMENT will give written notice to GRANTEE to commence the
acquisition and approve the request for payment.
15. This PROJECT AGREEMENT shall become. effective upon execution and the
GRANTEE shall complete acquisition of the PROJECT site by
OP4 __ )� (hereinafter referred to as the PROJECT completion
date l, at which time all payment requests. and completion., documentation will be
DEP Agreement Now F7014, Page 3 of 9
DEP 55 -232 (01105)
due to the DEPARTMENT. The GRANTEE may request up to two (2) one -year
extensions from the DEPARTMENT for good cause by the submission of a
written request to the DEPARTMENT. Such request must be made prior to the
PROJECT completion date. ' The GRANTEE understands that the funds
supporting this Agreement are subject to certification forward approval by the
Governor's Office on June 30th each year. The GRANTEE understands and.
agrees that if the Governor's Office does not approve the DEPARTMENT's
request to certify the funds forward, the GRANTEE will not be eligible for
reimbursement after the Governor's Office denies the certification forward..
16. The GRANTEE shall retain all records. supporting PROJECT costs for five (5)
years after the fiscal year in which the final PROJECT payment was released by
the DEPARTMENT or until final resolution of matters resulting from any litigation,
claim or audit that started prior to the expiration of the five -year retention period.
The DEPARTMENT, State Auditor General, State Chief Financial Officer and
other agencies or entities with jurisdiction shall have the right to inspect and audit
the GRANTEE's records for said PROJECT during the PROJECT and within the
retention period.
17. In addition to the provisions contained in the paragraph above, the GRANTEE
shall comply with the applicable provisions contained in Attachment 1. A revised
copy.of Attachment 1, Exhibit -1, must be provided to the GRANTEE with each
amendment which authorizes a funding increase or decrease. The revised
Exhibit -1 shall . summarize the funding sources supporting the PROJECT
AGREEMENT for purposes of assisting the GRANTEE in complying with the
requirements of Attachment 1. If the GRANTEE fails to receive a revised copy of
Attachment 1, Exhibit -1, the GRANTEE shall notify the DEPARTMENT's FRDAP
Grants -Administrator at (850) 245 -2501 to request a copy of the updated
information.
18. Following receipt of an audit report identifying any. reimbursement due the
DEPARTMENT for the GRANTEE's noncompliance with this PROJECT
AGREEMENT, the GRANTEE will.be allowed a maximum of thirty (30) days to
submit additional pertinent documentation to offset the amount identified as being
due the DEPARTMENT. The DEPARTMENT, following a review of the
documentation submitted by the GRANTEE, will Inform- the GRANTEE of the final
reimbursement due the DEPARTMENT.
19. For the purpose of this .PROJECT AGREEMENT, the DEPARTMENT's Grant
Manager shall be responsible, for ensuring performance of its terms and
conditions and shall approve all reimbursement requests prior to payment. The
GRANTEE's Grant Manager, as identified in paragraph 20, or successor, shall
act on behalf of the GRANTEE relative to the provisions of this PROJECT
AGREEMENT: The GRANTEE, shall. submit to. the DEPARTMENT signed
PROJECT status reports every January 5th , May 51h, and September 5th of each
year summarizing the work accomplished, problems encountered, percentage of
DEP Agreement No. F7014, Page 4 of 9.
DEP 55 -232 (01(05)
completion, and other information which may be. requested by the
DEPARTMENT.
20. Any and all notices required by this PROJECT. AGREEMENT shall be deemed
sufficient if delivered or sent by United States Postal Service to the parties at the
following addresses:
GRANTEE's Gr n t Mana eg r _
Ms. Julie L. D46ell
Grants Administrator
6130 Sunset Drive .
South Miami, FL 33143 -5093
DEPARTMENT's Grant Manager
Mary Ann .Lee
Florida Department of Environmental
Protection "
3900 Commonwealth Blvd., MS585
Tallahassee, Florida 32399 -3000
21. Prior to final reimbursement, the GRANTEE must erect a permanent information
sign on the PROJECT site which credits PROJECT funding or a portion thereof,
to the Florida Department of Environmental Protection. and the Florida Recreation
Development Assistance Program.
22. The DEPARTMENT has the right to inspect the PROJECT and any and all
records related thereto at'any reasonable time.
23. This PROJECT" . AGREEMENT may be unilaterally canceled by the
DEPARTMENT for refusal" by the GRANTEE to allover . public access to all
documents, papers, letters, or other materials made or received by the
GRANTEE in conjunction with this PROJECT AGREEMENT unless the records
are exempt under Section 24(a), of Article I of the State Constitution and Section
119.07(1), Florida Statutes.
24. Prior to the closing of the PROJECT, the DEPARTMENT shall Have the right to
demand a refund, either in whole, or in part, of the FRDAP funds provided to. the
.GRANTEE for noncompliance with the material terms of this PROJECT
AGREEMENT. The GRANTEE, upon ` such,. written notification from the
DEPARTMENT, shall refund, and shall forthwith pay to the DEPARTMENT, the
amount of money demanded by the DEPARTMENT. Interest on any refund shall
begin the date that the GRANTEE was informed that a refund was required and
continues to .accrue until the date the refund and interest are paid to the
DEPARTMENT.
25. The GRANTEE shall comply with all federal, state and local regulations, rules
and ordinances in acquiring and developing this PROJECT. The GRANTEE,
acknowledges that this requirement includes compliance with all federal, state
and local health and safety rules and regulations including all applicable building
codes. The GRANTEE further agrees to ensure that the GRANTEE will include
DEP Agreement No. F7014, Page 5 of 9
DEP 55 -232. (01 /05)
the requirements of this paragraph in all subcontracts made to perform this
PROJECT AGREEMENT.
26. Land. owned by the GRANTEE, which is acquired or developed with FRDAP
funds, shall be dedicated in perpetuity as an outdoor recreation site by the
GRANTEE for the use and benefit of the public as stated in section 62b-5.059(l)
of the RULE. All dedications must be recorded in the county properly records by
the' GRANTEE. Such PROJECT shall be open at reasonable times and shall be
managed in a safe and attractive manner appropriate for public use.
27. Failure to comply with the provisions of the RULE or the terms and conditions of
this PROJECT AGREEMENT will result in cancellation of the PROJECT
AGREEMENT by the DEPARTMENT. The DEPARTMENT shall give the
GRANTEE.inviolation of the RULE or this PROJECT AGREEMENT a notice in
writing of the particular violations stating a reasonable time to comply. Failure of
the GRANTEE to comply within the time period stated in the written notice shall
result in cancellation of the PROJECT AGREEMENT and shall result in the
imposition of the terms in Paragraph 24.
28. In the event of conflict in the provisions of the RULE, the PROJECT
AGREEMENT and the Project Application, the provisions of the RULE shall
control over this PROJECT AGREEMENT and this PROJECT AGREEMENT
shall control over the Project Application documents.
29. If the DEPARTMENT determines that site control is not sufficient under the
RULE, or has been compromised, the DEPARTMENT shall give the GRANTEE a
notice in writing and a reasonable time to comply. If the deficiency is not
corrected within the time specified in the notice, the DEPARTMENT shall
terminate this PROJECT AGREEMENT and shall impose the terms of Paragraph
. 24, if appropriate.
30. Pursuant to section 216.347, Florida Statutes, the GRANTEE is prohibited from
spending FRDAP grant funds for the purpose of lobbying the legislature, the
judicial branch, or a state agency.
31: A. No person, on the grounds of race, creed, color, national origin, age, sex,
marital status or disability, shall be excluded from participation in; be
denied . the.. proceeds or benefits of, or be otherwise subjected to
discrimination in performance of this PROJECT AGREEMENT.
& An entity or affiliate who has been placed on the discriminatory vendor list
may not submit a bid on a contract to provide goods or services to a public
entity, may not submit a bid on a contract with _a public entity for the
construction or repair.of a public building or public work, may not submit
bids on leases of real property to a public entity; may not award or perform
Work as a contractor, supplier, subcontractor, or consultant under contract
DEP Agreement No. F7014, Page 6 of 9
DEP 55 -232 (01105)
with any public entity, and may not transact business with any public
entity. The Florida Department.of Management Services is responsible for
maintaining the discriminatory vendor list which may be found at
http: % /dms myflodda com /dms /ourchasina /convicted suspended discrimin
atory complaints vendor lists.. Questions regarding the discriminatory
vendor fist may be directed to the Florida Department. of Management
Services, Office of Supplier Diversity at (850) 487 -0915.
32. Each party hereto agrees that it shall be solely responsible for the wrongful acts
of its employees and agents. However, nothing contained herein shall constitute
a waiver by either party of its sovereign immunity or the provisions of section
768.28, Florida Statutes.
33. The employment of unauthorized aliens by any GRANTEE is considered a
.violation of Section 274A(e) of the Immigration and Nationality Act. If the
GRANTEE knowingly employs unauthorized aliens, such violation shall be cause
for unilateral cancellation of this Agreement. The GRANTEE shall include this
provision in all subcontracts issued as a result of this Agreement.
34. A person or affiliate who has been placed on the convicted vendor list following. a
conviction for a public entity crime may not perform work as a GRANTEE,.
contractor; supplier, subcontractor, or consultant under a contract with any public
entity, and may not transact business with any public entity in excess of the
threshold amount provided in section 287.017, Florida Statutes, for Category
Two, for a period of 36 months from the date of being placed on the convicted
vendor list.
35. The PROJECT AGREEMENT has been delivered in the State of Florida and
shall be construed in accordance with the laws of Florida. Wherever possible,
each provision of this PROJECT AGREEMENT shall be interpreted in such
manner as to be effective and valid under applicable Florida. law, but if any
provision .of this PROJECT AGREEMENT shall be prohibited or invalid. under
applicable Florida law; .such provision shall be ineffective to. the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this PROJECT AGREEMENT. Any action hereon or in
connection herewith shall be brought in Leon County, Florida unless prohibited
by applicable law.
36. No delay or failure to exercise any right, power or remedy accruing to either party
upon breach or default by either party under this PROJECT AGREEMENT shall
impair any such right, power or remedy of either party; nor shall such delay or
failure. be construed as a waiver, of any such breach or default, or any similar.
breach or default thereafter.
DEP p geeement No. F7014, Page 7 of 9
DEP 55-232 (01!05)
37. This PROJECT AGREEMENT is not intended nor shall it be construed as
granfing any rights, privileges or interest to any third party without mutual written
agreement of the parties hereto.
38. This PROJECT AGREEMENT is an exclusive contract and may not be assigned
in whole or in part without the prior written approval of the DEPARTMENT.
30; The DEPARTMENT shall have no-flability except as specifically provided in this
PROJECT AGREEMENT.
40, This PROJECT AGREEMENT represents the entire agreement of the parties.
Any alterations, variations, changes, modifications or waivers of provisions of this
PROJECT AGREEMENT T shall only be valid when they have been reduced to
writing in the form of an Amendment, duty executed by each of the parties
hereto, and attached to the original of this PROJECT AGREEMENT.
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DEP Agre6ment N - 6. F7014, Page, 8 of 9
DEP 55-232 (01/05)
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed on the day and year last written above.
STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION
By: G'
D €vis €oh Djr ctor (oo esig e)
Division of Recreat €tats and Parks
Date
Address:
Office of Information and Recreation Services
Division of Recreation and Parks
3900 Commonwealth Boulevard
Mail Station 585
Tallahassee, Florida 32399 -3000
DEP G ant . a ager
Approved as to Form and Legality:
Th €s form has been pre- approved.as to.
farm and legality by Suzanne Brantley,
Assistant General Counsel, on
January 25, 2006; for use for one year.
City of South Miami
By. �(
Print'd'Name: rtR3nrk��.(
Title:
Date
Address:
6130 Sunset Drive
South. Miami, FL 33143 -5093
List of attachments /exhibits included as part of this Agreement:
Specify - Letter/
Type. Number Description (include number of pages)
Attachment 9 Special Audit Reoulrements (5 Pages)
DEP Agreement No. F7014, Page 9 of 9
DEP 55-232 (01/45)
The administration of resources awarded by the Department of Environmental Protection (which may be referred to .
as the "Department "; "DEP ", 7DEP" or "Grantor ", or other name in the contract /agreement) to the recipient
(which may be referred to as the "Contractor ", Grantee" or other name in the contractlagreement) may be subject
to audits and/or monitoring by the Department of Environmental Protection, as described in this attachment.
In addition to reviews of audits conducted in accordance with OMB Circular A -133 and Section 215.97, R.S., as
revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by
Department staff, limited scope audits as defined by OMB Circular A -133, as revised; and/or other procedures. By
entering into this Agreement, the recipient agrees to. comply and cooperate with any monitoring
procedures /processes deemed appropriate by the Department of Environmental Protection. In the event the
Department of Environmental Protection determines that a limited scope audit of the recipient is appropriate, the
recipient agrees to comply with any additional instructions provided by the Department to the recipient regarding
such audit The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or
audits deemed necessary by the Chief Financial Officer or Auditor General.
PART E FEDERALLY FUNDED
This part is applicable if.the recipient is a State or local government or a non -profit organization as defined in OMB
Circular A -133, as revised..
In the event that the recipient expends $500,000 or more in Federal awards in its fiscal year, the recipient
must have a single or program - specific audit conducted in accordance with the provisions of OMB Circular
A -133, as revised. EXIMIT. I to this Agreement indicates Federal funds awarded through the Department
of Environmental Protection by this Agreement. In determining the Federal awards expended in its, fiscal
year,, the recipient shall consider all sources of Federal awards, including Federal resources received from
the Department of Environmental Protection. The determination of amounts of Federal awards expended
should be in accordance with the guidelines established by OMB Circular A -133, as revised. An audit of
the recipient conducted by the Auditor General in accordance with the provisions of OMB Circular A -133,
as revised, will meet the requirements of this part.
2. In connection with the audit requirements addressed in Part L paragraph I., the recipient shall fulfill the
requirements relative to anditee responsibilities as provided in Subpart C of OMB Circular A -133, as
revised
3. If the recipient expends less than $500,000 in Federal awards in its fiscal year, an audit conducted in
accordance with the provisions of OMB. Circular A -133, as revised, isi not required. In the event that the
recipient expends less than $500,000 in Federal awards in,its fiscal year and elects to have an audit
conducted in accordance with the provisions of OMB Circular A -133, as revised, the cost of the audit must
be paid from non - Federal resources (i.e., the cost of such an audit must be paid from recipient resources
obtained from other than Federal entities).
4. The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via
the intemet at http //12 46.245.173 /cfda/cfda.httnI
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DEP Agreement No. F7014, Attachment 1, Page 1 of 5
DEP 55 -215 (04/04)
PART II: STATE F UNDER
This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes.
1. In the event that the recipient expends a total amount of State financial assistance equal to or in excess of
$300,000 in any fiscal year of such recipient ($500,000 for fiscal years ending on or after September 30,
2004); the recipient must have a State single or project - specific audit for such fiscal year in accordance
with Section 215:97, Florida Statutes; applicable rules of.the Executive Office of the Governor and the
Chief Financial Officer; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -
profit organizations), Rules of the Auditor General. EXHIBIT I to this Agreement indicates State financial
assistance awarded through the Department of Environmental Protection by this Agreement. In
detcrmining the.State financial assistance expended in its fiscal year, the recipient shall consider all sources
of State financial assistance, including State financial assistance received from the Department of
Environmental Protection, other state agencies, and other nonstate entities. State financial assistance does
not include Federal direct or pass - through awards and resources received by a nonstate entity for Federal
program matching requirements.
2. In connection with the audit requirements addressed in Part II, paragraph 1, the recipient shall_ensure that
the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission
of a financial reporting package as defined by Section 215.97(2)(4), Florida Statutes, and Chapters 10.550
(local, governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor
General
3. If the recipient expends less than $300,000 in State financial assistance in its fiscal year ($500,000 for
fiscal years ending on or after September 30, 2004), an audit conducted in accordance with the provisions
of Section 215.97, Florida. Statutes, is not required. In the event that the recipient expends less than
$300,000 in State financial assistance in its fiscal year ($500,000 for fiscal years ending on or after
September 30, 2004), and elects to have an audit conducted in accordance with the provisions of Section
215.97, Florida Statutes, the cost of the audit must be paid from the non -State entity's resources (i.e., the
cost of such an audit must be paid from the recipient's resources obtained from other than State entities).
4. For information regarding the Florida Catalog of State Financial Assistance (CSFA), a recipient should
access the Florida Single Audit Act website located at http.-//state.fl.iis/fsaa/catalog or the Governor's
Office of . Policy and Budget . website located at
httn' /Iwww m,/florida com/myforid_a/govarnment /contracts /0pbOffice.html for assistance. In addition to
the above websites, the following websites may be accessed for information: Legislature's Websito
ktV: /www.lcg.state.tl.us /, Governors Website htin' / /www.myflonda.coml. 'Department of Financial
Services' Website .. hgp://www.dbf.state.fl.us/ and the Auditor General's Website
btto : / /wwwstate.fLus /audeen,
(NOTE. This part would be used to specify any additional audit requirements imposed by the State awarding entity
that are solely a matter of that State awarding entity's policy (i.e., the audit is not required by Federal or State taws
and is not in conflict with other Federal. or State audit requirements). Pursuant to Section 215.97(7)(m), Florida
Statutes, State agencies may conduct or arrange for audits of State,financial assistance that are in addition to
audits conducted in accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency
must arrange for funding the full cost nfsuch additional audits.)
PART IV: REPORT SUBMISSION
1. Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised,
and required by PART I of this Agreement shall be submitted, when required by Section 320 (d), OMB
Circular A -133, as revised, by or on behalf of the recipient directly to.eacb of the following:
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DE Agreement No. F7014, Attachment 1, Page 2 of 5
DEP 55 -215 (09/04)
A. The Department of Environmental Protection at the following address:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS 40
2600 Blair Stone Road
Tallahassee, Florida 32399 -2400
B. The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the number of
copies required by Sections .320 (d)(1) and (2), OMB Circular A -133, as revised, should be
submitted to the Federal Audit, Clearinghouse), at the following address:
Federal Audit Clearinghouse
Bureau of the Census
1201 East 10th Street
Jeffersonville, IN 47132
C. Other Federal agencies and pass- througb entities in accordance with Sections .320 (e) and (f),
OMB Circular A -133, as revised.
2. Pursuant to Section, .320(f), OMB Circular A -133, as revised, the recipient shall submit a copy of the
reporting package described in Section .320(c), OMB Circular A -133, as revised, and any management
letters issued by the auditor, to the Department of Environmental Protection the following address:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS 40 .
2600 Blair Stone Road
Tallahassee, Florida 32399 -2400
3. Copies of financial reporting packages required by PART 11 of this Agreement shall be submitted by or on
behalf of the recipient directly to each of the following:
A. The Department of Environmental Protection at the following address:
Audit Director
Florida Department of Environmental Protection
Office, : of the Inspector General, MS 40,
2600 Blair Stone Road
Tallahassee, Florida 32399 -2400
B. The Auditor General's Office at the following address:
State of Florida Auditor General
Room 401, Claude Pepper Building
I I I West Madison Street
Tallahassee, Florida 32399 -1450
4. Copies of reports or management letters required by PART III of this Agreement shall be. submitted_ by or
on behalf of the recipient directly to the Department.of Environmental Protection at the following address:
Audit Director
Florida Department of Environmental Protection,
Office of the Inspector General, MS 40
2600 Blair Stone Road .
Tallahassee, Florida 32399 -2400
DEP Agreement No. F7014, Attachment 1, Page 3 of 5
DEP.55 -215 (09/04)
5. Any repoits, management letters, or other information required to be submitted to the Department of
Environmental Protection pursuant to this Agreement shall . be submitted timely in accordance with OMB
Circular A -133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and
for -profit organizations), Rules of the Auditor General, as applicable.
6. Recipients, when submitting financial reporting packages to the Department of Environmental Protection
for audits done in accordance with OMB Circular A -133, or Chapters 10.550 (local governmental entities)
or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date
that the reporting package was delivered to the recipient in correspondence accompanying, the reporting
package-
The. I recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a
period of 5 years, from the date the audit report is issued, and shall allow the Department of Environmental
Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The
recipient shall ensure that audit working papers are made available to the Department of Environmental Protection,
or its designee, Chief Financial Officer, or Auditor General upon request for a period of 3 years from the date the
audit report is issued, unless extended in writing by the Department of Environmental Protection.
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DEP Agreement No. F7014, Attachment I, Page 4 of
DEP 55 -215 (09/04) .