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6001 SW 70 ST_GREEN DEVELPMENT AGRMT ORDINANCE NO. 06-10-2031 AN ORDINANCE OF THE MAYOR & CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO AN'AMENDMENT TO THE SITE PLAN FOR THE VALENCIA BUILDING LOCATED AT 6001 SW 70th STREET WHICH SITE PLAN WAS ADOPTED VIA ORDINANCE NO. 24-01-1755 ON OCTOBER 2, 2001; THE AMENDMENT WOULD ALLOW OTHER USES IN ADDITION TO RETAIL USES IN THE FIRST FLOOR COMMERCIAL SPACES; PROVIDING FOR SEVERABILTY; PROVIDING FOR ORDINANCES IN CONFLICT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission on October 2, 2001 adopted Ordinance .24-01- 1755 which changed the official zoning map of the City on property at 6001 SW 70th Street (aka the Valencia Building) from "MO" Medium Intensity Office Zoning District to TODD (MU5), Transit Oriented Development District (Mixed Use 5) in order to permit the construction of the Valencia Building (aka Shoal Creek Properties) a six story residential building with ground floor commercial uses; and WHEREAS, in order to implement a policy of encouraging retail establishments the adopted Site Plan specifically designated that all of the commercial space on the first floor of-the building facing SW 59th Place was to be limited to "Retail' uses as set forth in the Land Development Code Permitted Use schedule; and WHEREAS, over the past eight years most of the commercial spaces on the ground floor have remained vacant and it has been difficult to attract tenants which are strictly retail establishments; and WHEREAS, in order to expand the opportunities for local residents to establish businesses in the building and the community, the City Commission at its November 3, 2009 meeting adopted Resolution No. 196-09-13005 requesting the Planning Board and the Planning and Zoning Department to initiate the necessary legislation, to amend the adopted site plan to allow other uses (office, business and personal services as set forth in LDC Permitted Use Schedule); and WHEREAS, The Planning Board at its December 22, 2009 meeting, after public hearing, approved a motion by a vote of 5 ayes 0 nays recommending that the proposed amendment as shown in the attached draft ordinance be adopted; and WHEREAS, the City Commission desires to accept the recommendation of the Planning Board and enact the aforesaid amendment. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA: Section 1. That the Site Plan(Section 1, Condition 1) for the Valencia Building (aka Shoal .Creek Properties), as submitted to the City on September 28, 2001 and adopted by Ordinance No. 24-01-1755 is hereby amended to show that in addition to retail uses, office, business and personal services as set forth in LDC Permitted Use Schedule for the TODD (MU5), Transit Oriented Development District (Mixed Use 5) shall be permitted in the commercial space of the project, provided that each offiee� business and personal services use is approved by the Special Use permit process set forth in Section 20-5.8." l 4A' P0.06-10-2031 2 Section 2. All ordinances or parts_ of ordinances in conflict with the provisions of this ordinance are hereby repealed. 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, this holding shall not affect the validity of the remaining p6rtions of this ordinance. Section 4. This ordinance shall be effective immediately after the adoption hereof. PASSED AND ADOPTED this 2_ nd,day of February, 2010 ATTEST: APPROVED: ITY CLERK MAYOR 1St Reading— 1/26/10 2nd Reading—2/2/10 READ AND APPROVED AS TO FORM AND SUFFICIENCY COMMISSION VOTE: 5-0 Mayor Feliu: Yea Vice Mayor Beasley: Yea Commissioner Palmer: Yea Commissioner Newman: Yea Commissioner Sellars: Yea CITY ATTORNEY XXomm Items\2010\2-2-101LDC Amend Valencia Site Plan Revised Ord.doe � r - _::_:.. 11111 VIII fill 1111 CFN 2008R13104-4'F0 OR Ek 26203 Fs s 1380 - 14 01; (22P W 5 RECORDED 02/07/2008 10=53:06 HARVEY RUVIH? CLERK OF COURT MIAMI-DADE CDUWTYP FLORIDA DLOIT AGREE BETWEEN THE CITY OF SOUTH HIAMIt FORIDA AND SOUTH HIAM CORMRATION THIS DEVEIOPMM = ("Agreement") is made as of ,Tune 14, 2005 by and between THE CITY OF SOUTH MIAMI, FLORIDA a municipal -corporation ("City") and SOUTH MIAMI CORPORATION ("Company") or its assignee. RECITALS WHEREAS, the Florida Local Government Development Agreement Act, set forth in sections 163.3220 - 163.3243, Florida Statutes, set forth in Exhibit "A" (the "Act") provides for the execution of development agreements for a term not to exceed ten (10), years to insure that the law in effect at the time of fhe execution of-fhe -development agreement shall govern the development of the land for, the duration of the agreement; and UlEREAS, the city commission of the City of South Miami has adopted Ordinance No. 05-05-1027 which implements the Act and permits the consideration and the adoption of this agreement; and WHIREAS, the Company owns approximately 4 .5+/- acres, zoned HD-OV, described in Exhibit "B," (the "Property") ; and WHERF LS, the Company desires to construct a mixed use development encompassing retail, office and residential components described in Exhibit "C," (the "Project") in the --" "tiometo!Wn- Districb Overlay Zone within the City of South Miami. Page 1 of 17 a� Bonk26203/Paae1380 CFN#20080104490 Page 1 of 22 ,Z r • JipM, THERE ORE, in consideration of the above recitals and the following covenants, terms and conditions the' receipt and sufficiency of which are expressly acknowledged, the city and Company covenant and agree as follows: 1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. Property. The Company owns the property as described in Exhibit "A". This property is deemed to be one unified parcel and is subject to the unity of title pursuant to the requirements of sections 20.7.30 and 20- 5.14 of the City Land Development Code (the "LDC"_) attached hereto as Exhibit "D". 3. Effective Date; Duration of Agreement. This ' agreement shall become effective after it has been recorded in the public records of Miami-Dade County and thirty (30) days after it is received by the Florida Department of Community Affairs (the "Effective Date") . This agreement shall terminate ten years from the effective date of this agreement, unless otherwise extended or terminated as provided for herein or in the act. The maximum period of this agreement shall be ten (10) years from the effective date unless extended by mutual consent of all legal and equitable owners of the Property and the city upon approval at a public hearing, as provided in the act. 4. Use of Property. The property described in Exhibit "A" is to be utilized for the project described in Exhibit "C": a mixed use residential, office and retail project with a residential use not to exceed 108 dwelling units on Page 2 of }7 niq Book26203/Page1381 CFN#20080104490 Page 2 of 22 ,1 approximately 4.5. +/- acres. The project will include "chamfered" corners where it abuts roadway intersections pursuant to Exhibit "C". The occupied space of the project will not exceed four stories or fifty six (56) feet in height unless otherwise permitted by the South Miami comprehensive plan or its land development regulations. The total of occupied space of the project shall not exceed four stories. Non-occupied space shall not exceed a maximum height of fifty six feet. The project shall be built in two phases as follows: a Phase I shall consist of Blocks "A" and "G11 described in Exhibit "C". ® Phase II shall consist of Block -x4VL "C" described in Exhibit e The Coro) ny may elect to i=plsmant the development plan in one phase. — @ The C4� saxxer may elect to utilid®- Block "C° as a tmmporary bank f&r-ility with drive-through lanes (not to exc®cd four larea) which facilitX shall be removed upon the isauance of the Certificate of occupancy for the Bauzk facility on Block "A"- The overall development of the property shall be conducted in accordance with the approved site plan on file at the City, (attached and incorporated as Exhibit "B") including elevations, architectural features and estimated commercial square footage pursuant to Section 20 .3-7, of the LDC. _ 5. Public-_Faciliti®s Serving-the. Project. In order to enhance public facilities in the City of South Miami, the Page .3 of 17 r17 Nitt?nnRn1 n4490 Page 3 of 22 Company agrees to provide the services listed below in compliance with Section 20-4.1 of the LDC, including: (a) Roadways An operational traffic study was conducted. by the city and the Company agrees to the recommendations of city staff as set forth in their staff report which recommendations are incorporated herein by reference. (b) Parks and Recreation Based on the projected residential population on the Property, Company agrees le 4 aeeeptable tea r based en the a CePa�e ease®—��i�e—=-� se$�e�e�:��e�--g�e�e���►-��--t��e--e�t�+-e��e���re- e gpee}a� �e fee~ 1 zzva in the-G} e->- and e see the to donate $232;000 in - on®=lump sum as -its -rexponsib lity for =acting park and recreation concurrency. Payment shall be made on or before .receipt of tho fir'st building permit and shall includes any interest or carrying cost incurred by the City until receipt of the payment." (c) Sanitary Sewers Water. and Sewer services that comply with all requirements of Miami-Dade county for any building prior * to issuance of, a final Certificate of Use and Occupancy. Page 4 of 17J c. �7(17 t­rr.i-Unnnon�1 n.A n nn ID nG d of 77 (d) Solid Waste Solid Waste services that. comply with all requirements of Miami-Dade County for any building prior to issuance of a final Certificate of Use and Occupancy. (e) Schools The Company commits to pay upon the issuance of the initial certificate of. occupancy any required Miami-Dade County School Board school impact fees. 6. Concurrency. The City of South Miami has determined that the Company' s performance under the Development Agreement satisfies , the concurrency requirements, as delineated in Section 20-4.1, City Code. By execution of this Agreement, the City acknowledges -that the application for site plan approval meets a concurrency regulations enumerated in Section 20-4.1 'of' the 'City Code, and that the site plan application and this Agreement are consistent with the— City- Comprehensive -Plan and Land- -Development Regulations.. 7. Permits. The permits preliminarily identified as necessary for development of the project are described as follows: (a) Special Exception to permit four drive- through teller lanes within the site. (b) Special Exception to provide 72.2% +/- lot coverage. (c) Special Use permit to permit up to four restaurants with a. maximum total of 13, 820+/- square feet with parking to be supplied from any Page 5 of 17 ,� A`i4� .K ��. L�G�(1'2/Dnnn'{'2PA r pm:ff9nnRnin4490 Paqe 5 of 22 excess parking within the site. Retail and restaurant parking shall be marked and signed. g, Davelo_manant. Conditions.. The following conditions shall apply to the development of the project: (a) The Company shall meet all applicable building codes, land development regulations, ordinances and other laws. (b) The Company shall adhere to the requirements of all permits for the project. (c) The Company shall develop the project in conformance with the parameters set forth in this agreement. (d) All development shall be in accord with the site plan submitted with the special exception and special use applications, said site plan (e) The Company shall provide the Department of _. .. Planning with a temporary parking plan, including re -ses 6Mwrvan- � 0ttion employee parking during the construction period, said plan shall include an enforcement plan and shall be subject to the review and approval by the planning director prior to the issuance of any building permits and shall be enforced during ' construction activity. f) All conditions .imposed by the City Commission shall be incorporated in this Development Agreement, g) Company shall reimburse the City its lost parking revenue from any metered parking spaces Page 6 of 17 M,-, ,t,or_On`2/IDancn,VI Rr% r'FN MoRo104490 Paae 6 of 22 l adjacent to the Property which. it occupies or uses during the construction period. h) The Company shall donate to a city trust. fund $40, 000.00 to be used by the city for traffic calming or other traffic mitigation programs within the City of South Miami. This money shall be donated to the City prior to the issuance of its first building permit. 9. Consistency with City of South Miami Cosrprehensive Plan and Land Development Regulations. The city has adopted' a Comprehensive Plan and Land Development Regulations in accordance with Chapter 163, Part II, Florida Statutes. The city finds that the project is consistent .with the city's comprehensive plan and the city's land development regulations. The project, a mixed use residential, office a��ry a i i�de ve Slsm� ; Ws- s�ert­fbxtfr=­hre�re—±i s5czrrsi-s-tent with the "Mixed-Use. Commercial/Residential-- (Four Story) " designation on the future land use map, and the HD-OV zoning�isfr`ict on-the Official--"Z6riirig--Atla's =of--the- City of South Miami. Goal 2 of the Future Land Use Element identifies the defines . the home town district which consists of the "Hometown District overlay Zone," as defined in Article VII, sections 20-7.1 through 20-7.52 of the city,s. land development regulations. 10. Vesting. As long as the development on the Property is in compliance with this Development Agreement; and all applicable laws, ordinances, codes and policies in existence at the time of the execution of the Development Agreement as well as other requirements imposed by the City Commission upon the ratification of the site plan approval Page 7 of 17 r.FN:ff9nnRo1 o4490 Page 7 of 22 on the Property, the Property shall not be the subject of a down zoning. application by the City and shall not be subject to any development moratorium, referenda action, ordinances, policies, or procedures enacted by the City that limits the development contemplated by this Agreement and depicted in the site plan. Any failure by this Agreement to address a particular permit, condition, term or restriction shall not relieve the Company of the necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. 11. Permits, Conditions, Terms . and Rectrictions not Addressed. The failure of this agreement to address a particular permit, condition, term or restriction shall not relieve the Company or the city of the necessity of complying with- -- the law governing said permitting en s, `t: zSI�"re'rm-s7-or-restrictions. requirem 12. Duration of Permits. The Company acknowledges that this agreement._does..,not extend.,the,..duration of __y_ permits or approvals. 13. Last Governing Development of the Property. The -ordinances, policies and ..procedures of the City of South Miami concerning development of the- property that are in existence - as of the execution of this agreement shall . govern the development of the property for the duration of the term of this agreement No subsequently adopted ordinances, policies, or procedures shall apply to the property except in accordance with the . provisions of section 163.3233 (2) , Florida Statutes, and Ordinance No. 05-05-1827, as attached. Page B of 17t��1r Rnnk?0 203/P2oe1387 CFN#20080104490 Page 8 of 22 14 . Termination. This agreement may be terminated by mutual written consent of the city and Company, subject to the terms and conditions herein. Either party may terminate this Agreement if the other party commits or allows to be committed any material breach of this Development Agreement. A "material breach" of this Agreement shall include, but not be limited to, a failure of either party to perform any material duty or obligation on its part for any thirty (30) consecutive day period. Neither. party may terminate this Agreement on grounds of material breach of this Agreement unless it has provided written notice to the other party of its intention to declare a breach and to . terminate this Agreement (the "Notice to Terminate") and the breaching party thereafter fails to cure or take steps to substantially cure the breach within sixty (60) days following the receipt of such Notice to Terminate, with the exception of monetary breaches which sha 1 be cured" within thirty (30) after receipt of notice. 15. Rssignmsnt: This- Development -.Agreement may not be assigned by the Company except to an affiliated entity, without the prior written consent of the City. Subject to the preceding sentence this Development Agreement shall be binding upon the successors, assigns, and representatives of the parties hereto. An affiliated entity is an entity of which South Miami Corporation or a majority of its shareholders, directly or indirectly owns at least 51% of the beneficial interest. 16.- workForce. The Compainy agrees to use__i*'s best efforts to enhance job opportunities for local citizens in connection with the project. To that end and in order to Page 9 of 17 ��`��® I-,r,,>,n �zQQ rPniII?nnRni n449n Paae 9 of 22 maximize job opportunities for applicants from South Miami, the Company shall send notice to the Community Redevelopment Agency Director of the City of South Miami, .or a substitute designee by the City Manager, regarding employment opportunities related to any (1) construction work on the Property, (2) temporary or permanent maintenance work on the Property, or (3) proposals for leasing of retail space or employment opportunities associated with retail space located on the Property. 17. Joint Praparstion. This agreement has been drafted with the participation of the city and Company and their counsel, and shall not be construed against any party on account of draftsmanship. 16. Binding Effect. The burdens of this agreement shall be binding upon, and the benefits of this -agreement �}1a1� nure�tS1f a l l suc.cF,-- _nm_3_ntere.ste_t.-o' the parties of this agreement. - —.19. Capti-ons--and-.-Heath-ngs;-.---P-ar-a-graph -headings are for convenience only and shall not be used to construe or interpret this agreement. 20. Applicable Laws, Jurisdiction, and Venue. This agreement shall be governed by and interpreted, construed, and enforced in accordance with the internal laws of Florida without regard to principles of conflicts of law. This agreement may be enforced as provided in Section 163.3243, Florida Statutes . Venue for any litigation pertaining to the subject matter hereof shall be exclusively in Miami-Dade County Florida. Page 10 of 17 nrr �.ncnno,n----I "Ion (`Cnl#7nnPnInAAQn Panin in of 99 21. EnforcAm nt. In any litigation arising out of this agreement,, the prevailing party shall be entitled to recover its costs and attorneys fees. Attorney' s fees payable under this paragraph shall not exceed 25% of the amount of damages awarded to the - prevailing party and no party shall be entitled to pre-judgment interest_ In any injunctive or other action not . seeking damages under this paragraph, legal fees may be awarded in the discretion of the court, but . shall be reasonable and shall not exceed an hourly rate of $300.00 'per hour. 22. Inspection. Nothing in this Agreement shall be construed to waive or limit the City'.s governmental authority as a municipal corporation and political subdivision of the State of Florida. The Company therefore understands and agrees that any official inspector of the --Ci-ty-' of- -Soutlf-Nliami,—or --its--,agents' -duly`-authorized, have the right to enter, inspect and investigate all activities on the premises to determine whether the Property complies with apP 1cab7e-laws including 1�uf`not—limited to building and zoning regulations and the conditions herein. 23. Authorization to Withhold Permits and Inspections.. -In the event the Company is obligated to make payments or improvements under the terms of this Development Agreement and such payments are not made as required, or such improvements are not made as required, - in addition to any other remedies available, the City of South Miami is hereby authorized to withhold any .further permits on the portion of the_ Property - failing to . ..comply with this Development Agreement, and refuse any inspections or grant any approvals, with regard to that portion of the Property Page 11 of 17 ^ - - _rinnr�nim__-Annn r,C' 1440nn0 n10AA0n Pa(1P 11 of ?9 until such time this Development Agreement is complied with. 24.. Repr®sentations of the Company. The Company represents to the City as follows: (a) The execution, delivery and performance of this Agreement and all other instruments and agreements executed in connection with this Agreement have been properly authorized by the Company and do not require further approval by Company: (b) This Agreement has been properly executed, and constitutes Company's legal, valid and binding obligations, enforceable against Company in accordance with its terms. (c) There are no actions, suits or ..pzoceedings — pending _o. �,� �ned= a— istaeig Company before any court or governmental agency that would in any material way affect Company's abilif—y to 'pe=foi this Agreement. (d) Company shall not act in any way whatsoever, directly or indirectly, to cause this Agreement to be amended, modified, canceled, or terminated, except pursuant to its express terms, and shall take all actions necessary to ensure that this Agreement shall remain in full force and effect at all times. (e) Company has the financial capacity to pay or advance to the City all fees and payments as required under this Agreement. Page 12 of 17 � (�t _ _ :_ Ih 1_LL e)nn0n-1 nit AOn Pant- 19 of 22 25. Severability. In the event that . any of the covenants, agreements, terms, or provisions contained in this agreement shall be invalid, illegal, or unenforceable in any respect, the validity of the remaining covenants, agreements, terms, or provisions contained herein shall be in no way affected, prejudiced, or disturbed thereby. 26. Waivers. No failure or delay by Company or the City to insist upon the strict. performance of any covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy consequent upon the. breach thereof, shall constitute a waiver of any such breach or any subsequent breach of such covenant, agreement, term or condition. No covenant, agreement,' term, or condition of this Agreement and no breach thereof shall be waived, altered or modified except by written instrument. No waiver -- -ef--an ► reset sk�ali-°a ee t° ror°a3 er-6-th-i°s�ga-e-ementt-=-but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with - -respe-ct--to—an.y—other then• existing" or- subsequent breach thereof. 27. Annual Report and Review. It shall be the respon-sibility--of=the- -Company-tom-ubmit==an—annual report to the City sufficient to fulfill the requirements as stated in the provisions of Section 163.3235, Florida Statutes, and Ordinance No. 05-05-2005. This agreement shall be reviewed annually on the anniversary of the effective date of this agreement. The Company, or -its assign, shall submit , an annual report_ at _ least_.:30 _clays_:_. prior ..to- ._the,__annual review date. This report shall contain a section-by-section listing of what obligations have been met and the date Page 13 of 17 _ e- r-k il1n.,.,nn4 n A Ann of 99 finalized, as good faith compliance with the terms of the agreement. The city commission shall review the annual report at a public meeting. If the City Commission finds, on the basis of substantial competent evidence, that there has been a failure to comply with the terms _ of the Development Agreement, the Agreement may be revoked or modified by the City. The obligation to submit an annual report .shall conclude upon the date on which the agreement is terminated. 26. Notices. Any notices or reports required by this agreement shall be sent to the following: For the City: City Manager City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Copy-ton- Planning and Community Development Department City of South Miami 6130 Sunset•_Drive South Miami, Florida 33143 For they compaLny: South Miami Corporation Attn: Donald F. Hunter, Vice President And Wade R. Waeholz, counsel 5750 Sunset Drive South Miami, Florida 33143 Copy to: Wade R. Wacholz, Esq. Gislason & Hunter, LLP. P.O. Box 5297 Hopkins, Minnesota 55243-2297 W. Tucker Gibbs, Esq, 215 Grand Avenue Coconut Grove, Florida 33133 Page 14 of 17 - - - _ kI-ur,nnon.,nA Ann D�nrk 'Id of 79 29. Exhibito. All exhibits attached hereto contain additional terms of this agreement and are incorporated herein by reference. 30. A€ andment. This agreement may be amended by mutual written consent of the city and Company so long as the amendment meets the requirements of. the act, applicable city ordinances and Florida law. 31. Entire agreement. This agreement represents the entire agreement and no prior or present agreements or representations shall be binding upon either the city or Company, unless specifically incorporated herein by reference, whether such prior present agreements have been made orally or' in. writing. Each party affirmatively represents that no promises have been. made to that party that are not contained in this Agreement, and the Exhibits, and_stulates that �� e�id.P.n�e�o-f�an3giseS- not contained in this Agreement, and the Exhibits, shall be admitted into evidence on its behalf. This Agreement shall gt_:_be supplemented, amended or -modified- by any course of dealing, course of performance or uses of trade and may, only be amended or modified by a written instrument duly executed by officers of both parties. 32. , Third Party Beneficiary. This Agreement is exclusively for the benefit of the parties hereto and their Affiliates and it may not be enforced by any party other than the parties to this Agreement and shall not give rise to liability to any third party other than the authorized successors and assigns of the parties hereto. 33. Periods of Time. .Whenever any determination is to be made or action is to be taken on a date specified in Page 15 of 17 this Agreement, if such date shall fall on a Saturday, Sunday or legal holiday, then in such event said date shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 34. Counterparts. This Agreement may be executed (including by facsimile) in one. or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 35. Recordation. Within 20 days after the Development Agreement has been signed by both the Company and the City, the . Applicant shall cause a copy of the Development Agreement to be recorded at the Applicant's expense in the registry of deeds in Miami-Dade County. 36. Abandonment of Right-of-Nay. The City agrees to abandon the right-of-way adjacent to the property to the buildable line. The Company shall contemporaneously grant to the City an easement from the right-of-way adjacent to the property to the buildable line for all future needs of the City. To ensure that the proposed structure does not interfere with the City's future needs, any permanent structure extending out over the City's easement shall provide the City with clearance as provided in the Hometown Overlay District in the Land Development Code (10-feet minimum) . Page 16 of 17 pASSED AND DULY X-DOPTED by the city, Commission of the City of South Miami, Florida, this day of200 . / 2 44, 000 A TEST: APPROVED: TY CLERK MAYOR f READ AND APPRO D AS TO FORM: C TT ' AGREED TO this day of r 1�, 200/ Witnesses SOUTH MIAMI CORPORATION Y� President- g --_Print Name A,2N\ nom. ujQ A, Print Name STATE OF rT n T�^•a 3�"�!ntot 5 ) COUNTY OF eOOK ) The foregoing instrument was acknowledged before me this a.G day of DEc-E..-n-SVZ , 2007XIby W. ROCKWELL iW/Rrz who is pens nally known to me or who produced as identification, on behalf of the corporation. _ CYNTHIA E.KRCH My commission expires: _ �,to°� ssoeo SEAL My CommWon eq*es AUPW e,201 t Page 17 of 17 I II,.,,,,eNr%A n A A nn Dona 17 of 99