Res No 154-02-11503RESOLUTION NO. 154-02-11503
A RESOLUTION OF THE MA YOR AND CITY COMMISSION
OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
FINANCE; RATIFYING A $2,439,944.52 LOAN TO MRP
PROPERTIES FOR THE DESIGN AND CONSTRUCTION OF A
PUBLIC PARKING GARAGE PROJECT LOCATED AT S.W. 73 rd
STREET; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on November 20, 2001, the Mayor and City Commission
approved Ordinance no. 35-01-1766 authorizing the City Manager to execute a
lease agreement with Mark Richman Propel1ies, Inc. (MRP) for a parking garage
project; and,
WHEREAS, the lease agreement with MRP Propel1ies provides for the
City to secure the project financing and to make MRP Properties a loan to cover
MRP's share of the project costs; and,
WHEREAS, on Januruy 15, 2002 the Mayor and City Commission
authorized the City Manager and the City Attomey to enter into negotiations with
the Florida Municipal Loan Council for a pennanent loan for an runount not to
exceed $8,500,000.00 for the design and construction of the project and for
refmancing the property which constitutes MRP's contribution to the project; and,
WHEREAS, on May 17, 2002 the City received a project loan in the
runount of $6,500,000 from the Florida Municipal Loan Council; and,
WHEREAS, the loan documents evidencing a loan to MRP Properties to
cover MRP's share of constmction costs and projected related costs in the runount
of $2,439,944.52 were distributed to each Commissioner on June 19, 2002 for
their review and comment.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA;
Section 1. The loan by the City to MRP Propel1ies in the runount of
$2,439,944.52 and the loan documents evidencing the loan are ratified.
Section 2. This resolution shall take effect immediately upon approval.
Additions shown by underlining and deletions shown by overstrikffig.
Res. No. 154-02-11503
PASSED AND ADOPTED this 15 th day o·r.,oct~b;2002.
CIYCLERK
READ AND APPROVED AS TO FORM:
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CITY ATTORNEY •
APPROVED:
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MAYOR
COMMISSION VOTE: 5-0
Mayor Robaina: Yea
Vice Mayor Russell: Yea
Commissioner Wiscombe: Yea
Commissioner Bethel: Yea
Commissioner Feliu: Yea
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TO:
MEMORANDUM
Mayor and City Commission
City of South Miami
FROM: Luis R. Figueredo
DATE: September 16, 2002
RE: 73 rd Street Parking Garage Project -Loan to MRP Properties, Inc.
The lease agreement approved by the City Commission authorizes the City to make a loan to
Mark Richman Properties, Inc. ("MRP") to enable MRP to co-develop a mixed use parking structure
project. In order to assess MRP's ability to repay the loan and the strength of Mr. Richman's
personal guaranty, we retained Mr. John Pell, a certified public accountant, to undertake an analysis
of Mr. Richman's financial statement. Gibraltar Bank also performed its own analysis of Mr.
Richman's financial records. Both concluded that based upon the financial records submitted, Mr.
Richman currently has the financial ability to repay the loan. The Commission was apprised of the
findings regarding the financial analysis performed. In light ofthe City's commitment under the lease
agreement to provide project financing together with the due diligence performed regarding Mr.
Richman's financial capability, we were directed to proceed with the loan closing.
On Wednesday, June 12, 2002, the City of South Miami provided MRP with project financing
in the form ofaloan in the amount of $2,439,944.52.
Copies of the closing documents were transmitted to each Commissioner on June 19, 2002~
The closing documents consisted of the following:
1. Settlement Statement;
2. Loan Agreement;
3. Promissory Note;
4. Mark Richman's Personal Guaranty;
5. Mortgage securing the loan;
6. Corporate documents authorizing Mark Richman Properties, Inc. to obtain the loan;
and
7. Title Insurance Policy.
The purpose of this resolution is to simply ratify the loan previously authorized by the City
Commission. Ordinance No. 35-01-1766 provided that the City CommiSSion would have the
opportunity to approve the lease to MRP.
Attachment: Ordinance No. 35-01-1766
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ORDINANCE NO. __ 03_5_-_0_1 -_1_7_6_6_
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AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF . SOUTH MIAMI, FLORIDA, RELATING TO
CONTRACTS; APPROVING A LEASE AGlffi.E¥ENT BETWEEN THE
CITY AND MARK RICHMAN PROPERTIES, INC., FOR THE
GRANTING' OF AIR RIGHTS ABOVE MRP PROPERTY TO THE
CITY, THE LEASE BY MRP OF CERTAIN CITY PROPERTY AND
THE CO-DEVELOPMENT OF A PARKING STRUCTURE PROJECT
AT SW 73 STREET BETWEEN SW 58 COURT AND S8 AVENUE;
PROVIDING FOR SEVERABILITY, ORDINANCES IN CONFLICT,
AND AN EFFECTIVE DATE:
WHEREAS, the city of South Miami is the owner of property located at S.W. 73 rd
Street on the south, S.W. S8 th Avenue on the east, S.W. 58 ih Court on the west and an
alleyway on the north, which is currently used for surface parking; and,
WHEREAS, the Mayor and City Commission, desiring to develop a multi-use
parking facility on the property, issued a Request for Proposals on June 20, 1997; and,
WHEREAS, the response by SPG Phase One, Ltd. was selected by the Mayor and
City Commission, the parties engaged in extensive negotiations over the terms and
conditions of the agreement for the construction and management of the parking facility,
and the City approved a lease agreement between the City and SPG; and,
WHEREAS, the lease agreement allows SPG to assign the lease to Mark
Richmond Properties, Inc. and the City has re-negotiated the lease to provide that MRP
will deed the air rights over its property to the City, the City will lease additional ground
space to MRP for retail use, and the parties will co-develop a parking structure on the
property; and,
WHEREAS, this lease agreement will be subject to approval by the City' of
applications for development approval of the property, such as special exceptions,
funding of the development by the Florida Municipal Loan Council or other lender
acceptable to the City, a detennination of credit-worthiness of Mr. Richmond· in
connection with any private guarantee for repaY!D~nt of funds borrowed by the City, and
delivery of a release of liability by SPG and its priricipals; and,
WHEREAS, the Mayor and City Commission have determined that it is in the
bests interests of the City of South Miami to enter into the proposed Agreement.
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NOW, ,THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITyi;:i,~!.~:;;'!:~L'"
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
Section 1. ,The Lease' Agreement between the City of South Miami and Mark,
Richman Properties, Inc, dated November' -' 2001, which is annexed to this ordinance;
is approved; provided, however, this lease, the lease between the City and SPG Phase I,
the assignm~nt of the SPG Phase I lease to MRP Properties, Inc. and the release of claims
by SPG Phase I shall be 'delivered simultaneously at a closing of this transaction.
Section 2. The City Manager is authorized to execute the Agreement on behalf
of the City of South Mi~.
Section 3. If any, section, clause, sentence, or phrase of this ordinance is for any
reason held invalid or unconstitutional by, a court of competent jurisdiction, the holding
shall not affect the Validity of the remaining portions of this ordinance.
Section 4. All ordinances or parts of ordinances in conflict with the provisions
of this ordinance are repealed. '
Section 5. This ordinance shall take effect immediately upon approved.
PASSED AND ADOPTED this 20 day of November ,20Q.1.
CITYCLERK . MAYOR
1 st Reading -Nov. 6, 2001
2nd Reading -Nov. 20, 2001 (as amended)
COMMISSION VOTE: 5-0
READ AND APPROVED AS TO FORM Mayor Robaina: Yea
~I 6, GaJ/o~ Vice Mayor Fetiu: Yea
, -CQmmissioner Wiscombe: Yea
Commissioner Bethel: Yea CITY ATTORNEY I
Commissioner Russell: Yea
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Excellence, Integrity, Inclusion . .
MEMORANDUM
To: Mayor and City Commission Date:
From: Charles D. Scurr /,;1 If [Cto-"'r1
City Manager &~
REQUEST
November 19,2001 (Updated)
Agenda Item # 14
Lease Agreement with Mark Richman
Properties, Inc.
AN ORDINANCE OF THE MA YOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
CONTRACTS; APPROVING A LEASE AGREEMENT BETWEEN THE
CITY AND MARK RICHMAN PROPERTIES, INC., FOR THE
GRANTING OF AIR RIGHTS ABOVE MRP PROPERTY TO THE
CITY, THE LEASE BY MRP OF CERTAIN CITY PROPERTY AND
THE CO-DEVELOPMENT OF A PARKING STRUCTURE PROJECT
AT SW 73 RD STREET BETWEEN 58 TH COURT AND 58 TH AVENUE;
PROVIDING FOR SEVERABILITY, ORDINANCES IN CONFLICT,
AND EFFECTIVE DATE. .
•
BACKGROUND & ANALYSIS
Project History
The City of South Miami first issued a Request for Proposals in June 1997 for the
municipal parking lot located at SW 73 rd Street and SW 58 th Avenue. In September 1997,
the City Commission awarded the proposed project for the design, construction, leasing
and management of the mixed-use development and parking garage to SPG Phase One .
. -The initial project was for a mixed-use parking garage that included the folloWing:
• Area -Only the City of South Miami Parking Lot, not including the Richman
Property;
• Parking Spaces
• Total Spaces -257
• City Replacement Parking -73
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• Code Required Parking -58* (* Includes shared parking credit, does not
include Metrorail credit)
• Net New Parking Available 100% -126
• Net New Parking Available Nights & Weekends -133
• Mixed Uses
• Retail-
• Office-
. 15,000 S~
8,000 SF
• Residential-o Units
The project has experienced a series of changes, evolutions and delays. On February 6,
2001, the City Commission approved a Lease Agreement with SPG for "Version 7" of
the Project. The "Final SPG Mixed Use Project" included the following:
• Area -The City of South Miami Parking Lot and the Richman property;
• Parking Spaces
• Total Spaces -442
• City Replacement Parking -73
• Code Required Parking -148* (Includes shared use credit; does not
include Metrorail credit)
• Net New Parking Available 100% -221
• Net New Parking Available Nights & Weekends -314
• Mixed Uses
• Retail @ 28,200 SF
• Office @ 29,434 SF
• Residential @ 0 Units
The geometry of the final project included the following:
• Ground Lever -Retail
• Second Level-100% Municipal Parking
• Third Level -100% Municipal Parking
• Fourth & Fifth Level-50% Office; 50% Parking
• Roof -100% Parking
The height of the building would have been approximately 59 feet. The allowable height
in the Hometown District is 56 feet. The project, as expected in a garage facility, might
have included maximum lot coverage and might have required a number of special
.. exceptions, which would have been the subject 0f a·separate planning/zoning process and
approvals.
Since the approval there has been no pennitting, design or construction activity .
The lease approved by the City Commission allows SPG to assign the lease to Mark
Richman Properties, Inc. Mr. Richman and representatives of SPG have indicated that
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the parties are interested in the lease assignment. 'The assignment and revised lease are
the subject of this Ordinance.
The Richman Project
The Richman Project includes the following:
• Area -The City of South Miami Parking Lot and the Richman proper.ty;
• Parking Spaces (Two Story/Three StorylFour Story and Rooftop
. Configuration)
.• Total Spaces -250 / 350 / 450
• City Replacement Parking -73
• Code Required Parking -60
• Net New Parking Available 100% -117 /217/317
• Net New Parking Available Nights & Weekends -117/217/317
• ' Height (Approximate) -26' /36' /46'
• Mixed Uses
• Retail @ 19,845 SF
• Office @ 0 SF
• Residential @ 0 Units
The geometry of the final project includes the following:
• Ground Level-Retail and Municipal Parking
• Second Level-100% Municipal Parking
• Third and Fourth Levels (Optional) -100% Municipal Parking
• Roof -100% Municipal Parking
The project is very similar to the project proposed by the Red-Sunset Merchants
Association '
Conceptually the project is quite straightforward:
• The City will be responsible for the costs of construction of the parking
garage. The City will have full control over the operation and maintenance of
the parking garage. The City will retain all revenues from the parking garage.
• Richman will deed to the City the air rights above the Richman Property.
Richman will be responsible for the costs of construction of the retail space on .
the Richman Property. Richman wilJ be responsible for the costs of
construction, less a $100,000 credit, for the retail space on the City Property.
Richman will receive the revenues from the retail space.
• The term of the Lease is 50 years. At the end of 50 years the City retains
ownership of the air rights above Richman ~d the City will gain control of
the retail on the City property. Richman retains ownership of the retail on
Richman Property.
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• The City will obtain, through the Florida League of Cities, bridge and long
term financing· for the entire project. Richman will repay the City its
proportionate share. Richman will guarantee repayment of his portion of the
costs.
Financial Considerations
Luis Figueredo of the City Attorney's Office has prepared a memorandum detailing the
framework of the Lease agreement (Attachment A), as well as a financial pro-forma·
(Attachment B).
The financial pro-forma is based on very conservative assumptions. Under these
conservative assumptions the net income for the City would be an expense of $34,000 in
the first year of operation. If the $75,000 in parking meter revenue the City currently
receives froIll: the surface parking lot is considered the City's net financial position could
be impacted under a most conservative case scenario by up to $100,000 the first year.
The conservative financial projections are based on daily revenue of $2 day per space and
ticket revenue based on a 10% per space per day violation rate. It is expected that both of
these factors will exceed this projection by at least 50%. Rev.enue from the current
surface meter operation exceeds $3.00 per day and it is likely that revenue from the new
facility will at least equal $3.00 per day. Similarly, current parking violations exceed
10% and it is likely that violations in the new facility will exceed 10% and be closer to
20%. These less conservation and more likely assumptions would yield increases in
. revenue that could put the facility in a break-even position in the first year or two of
operation.
It should be noted that the City would be placing a loan instrument with the Florida
League of Cities for the project. It is likely that the City will be· required to pledge a
portion of the parking r<!venue stream for the project. This is standard and a pledge of
revenue does not alter the cash flow of the City or the project.
The City retains full control over all aspects of the parking system. This includes hours
of operation, rates, etc.
Hometown Plan and Parking Considerations
.-The Hometown Plan envisions vibrant mixed· uses downtown. A central and vital
component of the realization of the Hometown Plan is the provision of an "Infrastructure
Parking Facility". This facility is contemplated to provide parking for the existing
merchant base and provide a supply of parking for future growth.
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The Richman Project achieves these objectives. it is a very straightforward project that is
essentially an infrastructure parking facility with the required retail on the first floor.
The Project will include approximately250 parking spaces with the two story and rooftop
configuration. The design would include the structural support to add an additional two
floors that could provide ~p tqtal of 450 spaces.
The cost and disruption of building these additional floors in the future are important and
significant factors. The cost per space for the additional floors would be considerably
higher al).d there could be a disruption to the exiting facility during the period of
construction. Staff is, therefore, currently analyzing the cost benefit and need to provide
one additional floor at this time. It is anticipated that a final recommendation will be
made during the design process when the actual construction costs are more fully
developed.
Other Cons"iderations
The schedule for the project has been developed to accommodate the downtown
merchants and businesses. Construction would not commence until February 2003, after
the Holiday Season.
The City and Richman also recognize that this facility will be a "signature" aIld important
element of the downtown area. Every effort will be made to have the architectural design
completed in an exemplary manner. The City will be issuing a competitive RFP for the
design of the facility. It is also anticipated that the competitive "Construction Manager at
Risk" procedure will be used for construction.
It should be noted that one of the City's requirements is the provision by Rjchman of a
general release from SPG releasing the City from any and all causes of actions, claims,
demands or alleged drunages arising from or related to the original RFP issued by the
City.
Finally, it should be noted that this garage facility may, dependent upon the design,
require special exceptions for items such as lot coverage. There is no special exception
required for height. Special exceptions will be considered by the City separately through
the planning and zoning process.
RECOMMENDATION
Approval is recommended.
Attachments
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INCOME Year 2 Year 3 Year 4 YearS Year 6 Year 7 Year 8 Year 9 Year 10
Parking melers (150 spaCes) est. $2 per day. (3%). $109,500 $112,785 $116,168 $119,653 $123,242 $126,939 $130,747 $134,669 $138,709
Decal parking (100 spaces $30 per month-3% annual increase $36,000 $37,080 $38,192 $39,337 $40,517 $41,732 $42,983 $44,272 $45,600
Ticket revenue est. $12 per day-10% of meters ticketed daily. $65,700 $67,671 $69,701 $71,792 $73,945 $76,163 $78,447 $80,800 $83,224
Gross Income $211,200 $217,536 $224,061 $230,782 $237,704 $244,834 $252,177 $259,741 $267,533
Expenses
$52,500 $54,075 $55,697 $57,367 $59,088 $60,860 $62,865 $64,745 $66,687
O&M 250x210/year/3% •
Utilities cost per space-$60
Maintenance cost per space-$60
Insurance cost per space-$30
Supplies cost per space-$18
Miscellaneous cost per space-$12
Administrative cost per space-$30 ..
Net before debt service $158,700 $163,461 $168,364 $173,415 $178,616 $183,974 $189,312 $194,996 $200,846
Debl-3 million@5%/30 years $193,254 $193,254 $193,254 $193,254 $193,254 $193,254 $193,254 $193,254 $193,254 .-
Net Income . ($34,554) ($29,793) ($24,890) ($19,839) ($14,638) ($9,280) ($3,942) $1,742 $7,592
11.19.01
PROPOSED LEASE SUMMARY
1. Tenant: Mark Richman Properties ("MRP")
2. Landlord: C!ty of South Miami
3. Guarantor: Mark Richman (see paragraph 10)
4. Demised Premises:
(a) The municipal parking lot lo~ated at S.W. 7r d Street, S.W. 58 th Avenue,
and S.W. 58 th Court together with the air rights over the Mark Richman Property located
at the comer ofS.W. 73 rd Street and S.W. 58 th Court, in the City of South Miami.
(b) Pennitted use: mixed use retail and parking garage building.
5. Air Rights: MRP will deed the air rights to the City.
6. Assignment from SPG: SPO under the lease agreement with the City
specifically reserved the right to assign the Project to MRP. MRP shall obtain a formal
assignment to develop the Project from SPG.
7. Release: MRP will secure a general release from SPG releasing the City from
any and all causes of action, claims, demands or alleged damages arising from or related
to the Request for Proposal issued by the City of South l\1iami. A copy of the Release
language is attached.
8. Tax Abatement: During the lease term, the City shall abate its share of the ad
valorem taxes assessed against the 11..345 square feet of retail to be locate_d on the City's
property. '
9. Lease Agreement with l\tIRP: MRP proposes to enter into a lease agreement
with the City.
A. Initial Tenn. The initial term of the lease agreement with Richman
Properties will be for 50 years. There is no renewal option.
B. Ownership of the Building. The City of South Miami owns the parking
structure; including the air rights over the Richm~n P,roperty.
C. Alleyway Considerations. The proposed Project as reconfigured should
not impact the alleyway immediately behind Dabby Properties. .
D. Easement. MRP shall grant the City a perpetual non-exclusive easement
for seven parking spaces located on ground level which are partially situated on MRP's
Parcel.
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E. Thirty Decal Spaces. The City will provide Richman the first option to
acquire 30 decal spaces for his tenants at the then prevailing rates. As consideration for
the easement, the City will reduce the rate charged for seven parking spaces to account
for MRP" ownership interes~ in the seven ground level spaces.
F. Rent Payments. The . rent payments for MRP will be calculated to be .
sufficient to allow for the repayment of MRP' s share of the principal and interest of the
Project loan.
10. Financing: The City of South Miami shall procure the Project loan to finance the
design and construction of the Project. The City can pledge its parking revenues to
obtain the Project financing. MRP will pledge the rental income earned from the retail
space. Mark Richman will also personally guarantee MRP's share of the bridge loan.
The remainder of MRP's share of the loan will be secured by the Lease, the New MRP
Building and the MRP Land. The bridge loan will be used to allow MRP to pay for
project related costs (including its share of the architectural and engineering fees),
refinance the MRP property (this allows the City to be in first position as the secured
creditor) and to pay for the City's share of architectural and engineering fees. The parties
anticipate that the pennanent financing for construction would be qbtained in November,
2002. The application for bridge financing will take approximately 45-60 days to process
and fund. Bank of America will require that certain commission approvals be in place to
ensure that the Project is viable before funding. Approval of the new lease agreement
with MRP should be sufficient.
10. Cost Sharing: The costs of the design and construction of the Project will be
shared as follows:
(a) The parties will participate in the design and construction costs of the
Project in proportion to eat:h party's gross area occupation of the Project. -
(b) The Landlord will pay 100% of the costs of construction of additional
parking levels on the Parking Structure which may be constructed at a future date.
(c) The Landlord vvill contribute $100,000 towards Tenant's share of the
construction costs of the shell of the Project.
(d) MRP will pay 100% of the costs associated with demolishing the Old
MRP building.
(e) Tenant will pay its proportionate share of the fees associated with
obtaining the bridge and long tenn financing based on its percentage of the Borrowings.
(f) Tenant will pay 100% of the cost of the retail space build out of the
Replacement MRP Building and the Premises.
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Landler~ will pay 100% efthe cest efthe parking structure finishes.
12. Design and Construction: The City "vill prepare requests fer propesals fer the
selectien ef an architect and a construction management firm.
13. Commencement of -Construction: The parties estimate that construction will
commence in January-February, 2003. No. heliday season construction which impacts
the retail shops by severally impacting traffic t10w wiiI Q~cur. .'
14. Project Name; The City agrees to consult with 1-'1RP to select a name for the
Project.
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1 RESOLUTION NO. _____ _
2
3
4 A RESOLUTION OF THE MAYOR AND CITY COMMISSION
5 OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
6 FINANCE; RATIFYING A $2,439,944.52 LOAN TO MRP
7 PROPERTIES FOR THE DESIGN AND CONSTRUCTION OF A
8 PUBLIC PARKING GARAGE PROJECT LOCATED AT S.W. 73 rd
9 STREET.
10
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12 WHEREAS, on November 20, 2001, the Mayor and City Commission
13 approved Ordinance no. 35-01-1766 authorizing the City Manager to execute a
14. lease agreement with Mark Richman Properties, Inc. (MRP) for a parking garage
15 proj ect; and,
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17 WHEREAS, the lease agreement with MRP Properties provides for the
18 City to secure the project financing and to make MRP Properties a loan to cover
19 MRP's share of the project costs; and,
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21 WHEREAS, on January 15, 2002 the Mayor and City Commission
22 authorized the City Manager and the City Attorney to enter into negotiations with
23 the Florida Municipal Loan Council for a permanent loan for an amount not to
24 exceed $8,500,000.00 for the design and construction of the project and for
25 refinancing the property which constitutes MRP's contribution to the project; and,
26
27 WHEREAS, on May 17, 2002 the City received a project loan in the
28 amount of $6,500,000 from the Florida Municipal Loan Council; and,
29
30 WHEREAS, the loan documents evidencing a loan to MRP Properties to
31 cover MRP's share of construction costs and projected related costs in the amount
32 of $2,439,944.52 were distributed to each Commissioner on June 19, 2002 for
33 their review and comment.
34
35 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
36 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA;
37
38 Section 1. The loan by the City to MRP Properties in the amount of
39 $2,439,944.52 and the loan documents evidencing the loan are ratified.
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41 Section 2. This resolution shall take effect immediately upon approval.
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PASSED AND ADOPTED this 15 th day of January, 2002.
ATTEST: APPROVED:
CITY CLERK. MAYOR
COMMISSION VOTE:
READ AND APPROVED AS TO FORM: Mayor Robaina:
Vice Mayor Feliu:
Commissioner Wiscombe:
CITY ATTORNEY Commissioner Bethel:
Commissioner Russell:
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