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11-18-08 Item 9South Miami �t- Americae�y CITY OF SOUTH MIAMI I INTER - OFFICE MEMORANDUM 2001 To: Honorable Mayor Feliu, and Members of the City Commission From: Ajibola Balogun, City Manager 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 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 (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 I RESOLUTION NO.: 2 3 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF 4 THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO 5 UNDESIGNATED CONTINGENCY CASH RESERVE FUND; 6 AUTHORIZING THE CITY MANAGER TO ADVANCE A PAYMENT 7 IN THE AMOUNT UP TO THREE HUNDRED THOUSAND 8 DOLLARS TO COMPLETE THE PURCHASE OF THE PROPERTY 9 KNOWN AS THE DISON PROPERTY; THE THREE HUNDRED 10 THOUSAND DOLLARS TAKEN FROM THE UNDESIGNATED 11 CONTINGENCY CASH RESERVE FUND SHALL BE REIMBURSED 12 BY THE FLORIDA DEPARTMENT OF ENVIROMENTAL 13 PROTECTION, FLORIDA RECREATION DEVELOPMENT 14 ASSISTANCE PROGRAM GRANT ( FRDAP) AND THE SAFE 15 NEIGHBORHOOD PARKS BOND PROGRAM; CHARGING 16 PAYMENT TO ACCOUNT NUMBER 001 -2100 -519 -6115; 17 PROVIDING FOR AN EFFECTIVE DATE. 18 19 WHEREAS, the Mayor and City Commission of the City of South Miami 20 previously authorized the city manager through Resolution No: 202 -07 -12587 to enter 21 into lease - purchase agreement with the Trust for Public Land to purchase the property at 22 known as the Dison Property; and 23 24 WHEREAS, the Mayor and City Commission of the City of South Miami 25 authorized the city manager through Resolution No: 127 -06 -12268 to execute a grant 26 project agreement with the Florida Department of Environmental Protection; and, 27 28 WHEREAS, on September 18th 2006 the City of South Miami entered into a 29 FRDAP grant agreement with the Florida Department of Environmental Protection which 30 provides the city with two hundred thousand dollars of grant assistance ; and, 31 32 WHEREAS, the Mayor and City Commission of the City of South Miami 33 authorized the city manager through Resolution No:03 -08 -12600 to execute an agreement 34 with Miami -Dade County entitled "Safe Neighborhood Parks Bond Program, 2007 35 Discretionary & Pre - Agreement Land Acquisition Funds Agreement" that provided the 36 city with one hundred thousand dollars in funding to be utilized for the purchase of park 37 land. 38 WHEREAS, the "Safe Neighborhood Parks Bond Program, 2007 Discretionary 39 & Pre - Agreement Land Acquisition Funds Agreement" expires on December 31, 2008; 40 and, 41 42 WHEREAS, pursuant to the Amendment 2 to the FRDAP agreement authorized 43 through Resolution 155 -08 -12752 the city must utilize the grant monies by April 30th 44 2009; and 45 Additions shown by underlining and deletions shown by everst g. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 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 $ 3 00,000. 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 day of November, 2008. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM: Luis R. Figueredo, OFFICE OF CITY ATTORNEY, NAGIN, GALLOP & FIGUEREDO, P.A. APPROVED: MAYOR COMMISSION VOTE: Mayor Feliu: Vice Mayor Beasley: Commissioner Wiscombe: Comisionar Palmer: Commissioner Beckman: Page 2 of 4 LEASE - PURCHASE AGREEMENT WITH THE TRUST FOR 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 THE EXPENDITURE OF $750,000.00. TO BE EXPENDED AS FOLLOWS: $200,000.00 CARRYOVER FROM PRIOR YEAR CONTINGENCY, $350,000.00 -FROM CURRENT YEAR CONTINGENCY AND $200,000.00 FROM FRDAP MATCHING GRANT; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Mayor and City Commission of the City of South Miarni 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, .:.. .VVIIEREAS,. the - Mayor.. and City. - Commission desiire to enter into the lease - . _ _.._......_. . purchase agreement with the Trust for . Public Land to Purchase the Dison ProP� . NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Section 1. The City of South Miami hereby approves the Iease- 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 undgelhin and deletions shown by eNwstgdag. Res. No. 202 -07 -12587 Section 3. The proger Mpraisal exceeds the purchase price and is attached. as Exhibit A. This resolution shall take erect immediately upon approval. PASSED AND ADOPTED this 4a' day of December, 2007. READ VE TO F Luis eredo, Nagin Gallop Figueredo, P.A.. Office of City Attorney Page 2 of 2 APPROVED: NIAY -OR CONIlvIIS SION VOTE: 4-0 Mayor Feliu: absent . Vice Mayor'Miscombe: Yea Commissioner Birts: Yea Commissioner Palmer: Yea Commissioner Beckman: Yea T H E TRo S R PUBLIC LAND conseruing Land for People January 4, 2008 VIA: Fed -Ex (305) 668 -2510 Luis Figueredo Nagin Gallop Figueredo 1800I Old Cutler Road Miami, Florida 33157 RE: Original Lease Purchase Agreements — Dison/So. Miami 52157 -533 Dear Mr. Fugueredo, Enclosed are two original Lease Purchase Agreements. Enclosures: Southeast Region 306 N. Monroe Street Tallahassee, FL 32301 -7622 (850)222-7911 Fax (850) 222.3I33 Legal Dept. Fax (850) 2 22 -8909 LEASE —PURCHASE AGREEMENT City of South Miami/Dison Property This Lease — Purchase Agreement (the "Agreement") is entered into as of 200dbetween The Trust For Public Land, a California charitable corporation quali ed to trap c business in Florida, (hereinafter referred to as "Lessor" or "Seller', and the City of South Miami, Florida, (hereinafter referred to as the "Lessee," or "Buyer"). WHEREAS, the Lessee has identified that certain property in Miami -Dade County, more particularly described in Exhibit "A" attached hereto and. by reference incorporated herein, (hereafter, the "Property" or the "Leased Premises ") as property the Lessee desires to obtain for public use such as public parks, open space, and conservation uses to meet the existing needs for parks, open space and conservation in Miami -Dade County, Florida; WHEREAS, Lessor intends to purchase the fee simple title to the Property for the purpose of entering into this Lease— Purchase Agreement with the Lessee; and WHEREAS, the Lessee and Lessor mutually desire to enter into this Lease- Purchase Agreement for the Property, NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Lessee and Lessor have entered into this Agreement on the terms and conditions as set forth below. 1. 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 of three (3) years commencing on the day Lessor closes on the Property and takes title from the current owner (the "Commencement DaWD, and ending three years thereafter,- (the "Lease Term "). (b) Lessor and Lessee hereby agree that Lessee is granted the right to cancel this Agreement beginning at the end of the second year of the. Lease Term on the conditions set forth below if, but only if, the Lessee makes a formal determination at a regularly scheduled meeting of the City. Commission of the City of South Miami that moneys from ad valorem taxes, fees, other taxes or assessments, or from other revenue sources are insufficient to pay the rent or purchase payments . required hereunder and monies are not appropriated by Lessee for the continuation of the Lease and the payment of the rents required by this Agreement. 2. BASE RENT AND CREDIT FOR RENT (a) Lessee agrees to pay to Lessor annual Base Rent in the following amounts: (i) YEAR 1, on the ' Commencement Date of the Lease: a payment of $500,000.00, which shall be equivalent to 100% of the "First Base Rent Payment"; (ii) YEAR 2, on or before the first anniversary of the Commencement Date, a payment of $100,000.00 plus accrued interest as defined in Paragraph 2(c) below (the "Second Base Rent Payment"). (iv) YEAR 3, on or before the second anniversary of the. Commencement Date a payment of $100,000.00 plus accrued interest as defined. in Paragraph 2(c) below (the "Third Base Rent Payment "). (v) Three Years from the Commencement Date a payment of $50,000.00 plus accrued interest as defined in. Paragraph 2(c) below (the. "Final Base Rent Payment"). (b) . Base. Rent is payable in cash at Lessor's office by cashiers check, wire transfer or other good funds each year on the annual anniversary of the Commencement Date. Base Rent shall be paid to Lessor by a single check issued by the City of South AtiamL Florida for the total amount due. (c) Lessee agrees that it shall pay interest -to Lessor on the unpaid balance of Base. Rent due under this_Lcase Purchase Agreement at.the.prime rate plu$.1.5 %o as. determined. by Bank,._oL.. - America or SunTrust Bank of Northwest Florida, whichever 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 Agreement and Lessee's occupancy pursuant to Ch. 83.01 F.S., et. sm_ (e) Credit for Rent: (i) All Base Rent payments by Lessee to Lessor under this- Agreement shall be credited against the Purchase Price set forth in Paragraph 32 below at the closing of the purchase by Lessee. Interest associated with the Base Rent Payment shall not be credited against the Purchase Price. In no event shall 06 the payments of Base Rent exceed the Purchase Price plus.interest stated herein.less other credits set forth herein. (f) Lessor agrees that Lessee has the right to prepay the Base Rent, in whole or in part, without charge or penalty. 3. RIGHTS OF THE PARTIES UPON CANCELLATION OR TERMINATION (a) The parties agree that in that event that (i) Lessee elects to not close the purchase of the Property and pay the entire Purchase Price set forth in Paragraph 32, or (ii) Lessee .cancels the Agreement in accord with Paragraph 1(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 (1") anniversary of the Commencement Date, or prior to exercising the option granted herein, it shall pay to Lessor six months Base Rent based on a Base Rent of $ 100,000.00 for the second year of the Lease, and may occupy the Property for six months to continue and wind up its uses. 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 50% of Base Rent of Year Two of the Term and vacate the Leased Premises within six (6) months; or (ii) Vacate the Leased Premises at the close of Year Two of the Lease Term. 4. A=ONA.L.�tE�tT: (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 uponthe Properly, and all interest which may accrue due to Lessee's late payment of Base Rent to Lessor as Additional Rent ("Additional Rent "). (b) The term Additional Rent shall .include all payments other than Base Rent due to Lessor under this Agreement. Hereinafter, Base Rent and Additional Rent are sometimes collectively referred to as "Rents". 5. OUMT.ENJOYMENT: Upon payment by Lessee ofthe Rents herein provided, and upon the observance and performance of all terms, provisions, covenants and conditions on Lessee's part to be observed and performed (subject to any applicable grace period), Lessee shall, subject to all of the terms, provisions, covenants and conditions of this Lease, peaceably and quietly hold and enjoy the Leased Premises for the Lease Term hereby demised. 3 6. iNSU ANCE• (a) The Parties acknowledge that on the effective date hereof there are no improvements on the Leased Premises. Any improvements contemplated by Lessee shall be made only with the prior written approval of Lessor. The Lessee will include the Property and any improvements under its policy with the Florida League of Cities. Lessee represents that the League of Cities insurance policy includes, general liability, casualty and premises coverage. Lessee shall provide TPL with a copy of its insurance policy coverages and limits in the event Lessee constructs any improvements on the Leased Premises, Lessee shall insure at Lessee's expense all buildings, equipment and other improvements on or relocated to the Property ( "Improvements"). (b) . Lessee shall, to the extent allowed by law, indemnify, defend, and hold harmless Lessor against any loss, expense, cost, or damages as a result of any pollution or hazardous substance event, escape, or .deposit, including losses incurred as a result of the escape of pollutants or hazardous substances from the Property onto the property of others. Such indemnification shall survive the Term of this Agreement. • 1 _ t' � lam_ {��''� (a) Lessee shall faithfully observe in.the use of the Property all municipal and county ordinances and codes and state and federal statutes now in force or which may hereafter be in force. (b) Lessee acknowledges that it has made all inspections of the Property as it deems necessary, and .accepts the Property in "as is" condition: In the event that Lessee shall construct or relocate any Improvements on the Property, Lessee, at its expense, shall construct or relocate such Improvements and make all changes: and additions to such. improvements as may be required to comply with all applicable laws, rules, and insurance.regulations as modified oramended from time to time during the Lease Term. In the event Lessee defaults and fails to make such changes and additions to the Improvements so as to comply with applicable laws, rules, and insurance regulations, Lessor, at its option may, but shall not be required to, make the required changes and additions. Ail 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 Property* on the Commencement Date subject to all matters shown on the survey, other than billboards of billboard leases, including survey defects, encroachments, easements visible on the ground which may be revealed by the survey, and all matters which would be visible upon a physical inspection of 'the. premises, and those matters specified in Schedule B-2 of the Commitment. Billboards depicted on the survey, if any,. shall be removed within ninety (94) days of the .Commencement Date of the Lease. 4 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. . •� • _ fit! �aT I f"• 1 :1_ (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. During 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.ofsuch alterations and.copies ofas.builtplans,on completion.. All additions, fixtures, or new building, except only fumiture, 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. INDE1yC41FICATION: (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 5 authorized by Lessee. Lessee shall ensure that all contractors providing services, materials or labor shall post sufficient payment and performance 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 woik done or material furnished at the request or instruction of Lessee. The provisions of this paragraph may be set forth in any Memorandum of this Lease which is recorded with Lessor's consent pursuant to Paragraph 30 hereof. 11. ESTOPPEL S, TATEMENT: Lessee agrees that from time to 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 force and effect and stating the -modifications); (b) the dates to which the rent and other charges have been paid; (c) to the best of Lessee's knowledge, that Lessor is not. in default under any provisions of this Agreement, or, if in default, the nature thereof in detail; (d) whether or not Lessee is in occupancy of the Leased Premises, and (e) such other information pertaining to this Agreement and Lessee as Lessor may reasonably request. Failure by Lessee to so reply within said ten (10) days shall be deemed confirmation by the Lessee that all parties are in good standing under this Agreement.:. ... 12. AtTTC)RNiV NT: If the interests of Lessor under this Agreement shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage 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 of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were the Lessor under this Agreement, and Lessee'does hereby agree upon written request to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its Lessor, said attornment to be effective and self - operative without the execution of any fiuther instruments, upon the Purchaser succeeding to the interest ofthe Lessor under this Agreement. Notwithstanding the foregoing, however, Lessee hereby agrees to execute any instrument(s) which Lessor may deem desirable to evidence said attomment by Lessee. The respective rights and obligations ofLessee and the Purchaser upon such attornment, 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 6 otherwise from and after said transfer, but no liabilities and responsibilities accrued prior thereto, and Lessor's successor by acceptance of rent from Lessee hereunder shall become liable and responsible to Lessee 2 m respect to all obligations of the Lessor under this Agreement accruing from and after the date of such transfer. 13. ASSIGNMENT QR SUBLET'I'1NG: (a) Except as set forth herein, without the written consent of Lessor first obtained in each case, Lessee shaU not assign, transfer, mortgage, pledge, or otherwise encumber or dispose of this Agreement or the Leased Premises or any part thereof; or permit the Leased Premises to be occupied by other persons other than for park purposes. Lessee agrees that this Agreement and the option to purchase contained herein may not be assigned to any entity or person other than any agency or govermmenf or any entity holding tax exemption pursuant to Section 541(c)(3) of the Internal Revenue Code. Lessor shall not have any obligation to consent to any assignment except as provided in this Pairagraph 13. The Lessor may, after default by the Lessee, collect or accept Rent from the assignee, or occupant and apply the net amount collected or accepted to the Rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, or occupant as Lessee, nor shall it be construed as, or implied to be, a release of the Lessee from the further observance and performance by the Lessee of the terms, provisions, covenants and conditions herein contained, nor as an imposition upon Lessor of any of the obligations required of Lessee as assignor under said sublease. Lessee shall not be permitted to sublet the Property. . (b) Any assignment, subletting, hypothecation, pledging or other disposition 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. SUCCESSORS AND ASSIGNS: All terms, provisions, covenants and conditions to be observed and performed by Lessee shall. be applicable to and binding upon Lessee's respective _:..,:..._10411311nistrators, successors - andassigns, subject, .howevor-0 to- ft xestdc ons,as_to assignment or subletting by Lessee as provided herein. All express covenants ofthis Agreement shall be deemed to be covenants running with the land. 15. HCIi.D HARMLESS OF LESSQR: (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 the person or property of Lessee or any persons, firms, corporations or any other entities, consequent upon or arising from the use or occupancy of said Leased Premises by Lessee or consequent upon or arising from any acts, omissions, neglect or fault of Lessee, its agents; servants, employees, licensees, visitors, customers, patrons or invitees or consequent upon or arising from Lessee's £allure 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 all owed 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 of any pollutant or hazardous substance without regard to the time at which the deposition, discovery or escape may occur, or whether such conditions existed prior to the effective date of this Agreement. The terms ofthis indemnity shall survive the closing of any sale of the Property and the expiration of this Agreement. (d) Nothing in this section should constitute a waiver by Lessee of the defense of sovereign immunity. 16. ATTORNEYS' FEES AND ARBITRATION: The Parties agree that this Agreement shall be governed in all respects by the law of the 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 parries may elect to arbitrate without invoking the jurisdiction ofthe American Arbitration Association ("AAA "). However, Jf.tl e, parties cannot agree. w thin _ter;..(19)_days of.an arbitration demand,. to arbitrate, J without involving the AAA, the AAA jurisdiction automatically shall be invoked. Regardless of the 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. Each parry shall choose one arbitrator who neither is a competitor ofnor has any current or past affiiiation.with either party. The two so selected arbitrators shall select a third arbitrator, who shall chair the panel. For a dispute in which the amount in controversy is not in excess of $99,999, there shall be one arbitrator. (b.) Each party shall file and serve its detailed demand (or counter demand) setting forth each claim for relief and/or a response setting forth each affirmative defense to the other party's demand. Each party, shall: (1) disclose at the time it initially files, the identity, position, and address of each person most knowledgeable about the facts at issue; (2) designate each document or other exhibit relevant to the facts at issue and provide a copy to the other party; and (3) state the law that applies to the facts at issue. Each party may issue up to 25 interrogatories to be answered completely by the other party, and may demand that all other relevant documents be produced within 30 days. Each party may conduct up to four depositions (each to be taken in the location where the person or 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 Comrnercial Arbitration Rules. The arbitration award shall. be supported by written findings of fact and conclusions of law. The prevailing party shall be entitled to recover all reasonable fees and expenses incurred including fees and all expenses in enforcing the arbitral award by courts of competent jurisdiction: . (d:)` The power conferred by this arbitration provision is without prejudice to the right of either party under applicable law to request interim relief directly from any court of competent jurisdiction, without prior authorization from the arbitrator(s). 17. EMMNT DOMAIN: If during the terns 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 or to -continue same in effect provided, that if said Lakin$ materially interferes with Lessee's use and enjoyment of the Leased Premises, Lessee may elect to terminate the Agreement. If neither Lessor nor Lessee elects to terminate the Agreement, and if said taking reduces the area of the Leased Premises as a public park the Base Rent shall be reduced in proportion to the area of the Leased Premises so taken. If any part of the Leased Premises is taken by condemnation or eminent domain which renders the Leased Premises unsuitable for its intended use for a public park or for residential purposes, or other purposes, the Lessee may elect to terminate this Agreement. If any part of the Leased Premises is taken which does not render the Leased Premises unsuitable for its intended use, and the Lessor does not otherwise elect to terminate this Agreement, this Agreement shall continue in effect and the Base Rent shall be reduced by an amount no less than that paid to Lessor for-the area of the Leased Premises so taken and Lessor. shall repair any damage to the remaining Leased Premises resulting from such taking as soon as is practicable. If all of the Leased Premises are taken by condemnation or eminent domain, this Agreement shall terminate on the date of taking. If this Agreement should be terminated under any provision of this paragraph,.Rents shall be payable up to the date that possession is taken by the taking authority, and Lessor will refund to Lessee any prepaid unaccrued Rents, if any, pertaining to any subsequent period, less any sum or amount then owing by Lessee to Lessor.' In addition, the option payment may be refunded in the same amount as if the Lessee terminated the Agreement as provided in Paragraph 34. 18. INSOLVENCY AND DEFAULT: All rights and remedies of Lessor herein 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 the payment ofRent or any other payment due hereunder, or in the prompt and full performance of any other provisions of this Agreement, which default remains uncured for a period often (10) days after written notice to Lessee from Lessor of the 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 0 diligently and continuously pursues said cure), or ifthe leasehold interest.of the Lessee or fixtures of Lessee are levied upon under execution or attached by process of law, and said levy or attachment is not removed within thirty (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 foil 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 Term. 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 thereof with or without any Personal Property that may be therein, as the agent of the Lessee, to any person, firm or corporation other than the Lessee for such Rent, for such time and upon such terms as the Lessor in the Lessor's sole discretion shall determine; and the Lessor shall not be required to accept any lessee offered by the Lessee or to observe any instructions given by the Lessee about such reletting. In any case, the. Lessor may make repairs, alterations and additions in or to the Leased Premises to the extent deemed by the Lessor necessary or desirable, and the Lessee shall, upon demand, pay the cost thereof, together with the Lessor's reasonable expenses of the reletting. If the consideration collected by the Lessor upon any such reletting for the Lessee's account is not sufficient to pay monthly, the full amount of the Rent ...:.:reserved. in the Agreement, together with the costs of repairs, alterations, additions and the Lessor's . . . expenses, the Lessee shall pay to the Lessor the amount of each monthly deficiency upon demand; and if the consideration so collected from any such reletting is more than sufficient to pay the full amount of the Rents reserved herein, together with the costs and expenses of the Lessor, the Lessor, at the end of the stated Lease Term of the Agreement, shall account for the surplus to the Lessee. Lessor shall use reasonable efforts to mitigate damages occasioned by Lessee's default provided that to the extent 'substitute Lessees are available to relet the Leased Premises, Lessor shall not be required to accept the same unless said prospective substitute lessee is a governmental agency or a corporation holding tax exempt status pursuant to.Section 501(cx3) of the T.R.C. 19: NO N -WAIYM OF DEFAULT: Failure of Lessor to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Lessor shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, in law and/or in equity. No waiver by Lessor of a default by Lessee shall be implied, and no express waiver by Lessor shall affect any default other than the default specified in such waiver and that only for the time and extension therein stated. No. waiver of any term, provision, condition .or covenant of this Agreement by Lessorr shall be deemed to imply or constitute a further waiver by Lessor of any other tern-, provision, conditions 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 event that Lessee shall fail to .perform. any. of the terms, provisions, ovenants 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. RIGHT OF ENTRY: Except when the Lessor perceives an emergency in which event the Lessor may enter the Leased Premises.at its reasonable discretion, Lessor, or any of its agents shall have the right, upon the giving of one (1) day's notice, to enter the Leased Premises during all reasonable hours to examine the same or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or of the improvements, or to exhibit said Leased Premises at any time within one hundred eighty (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 of execution 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 land use classification; and that Lessor is acting in reliance upon the above representations of Lessee; and that Lessor will be financially damaged by any rezoning or land use reclassification which would reduce the fair market value of the Leased xemises.._Lessor.does:not grant Lessee the permission to. initiate. ora]lowanY..efforis to.change the current zoning of the Property. Nothing in. this paragraph 21 shall be construed as contract zoning by the Lessee. On the date of the execution of this Agreement, Lessee shall obtain any temporary zoning or land use changes or exceptions which may be required to permit Lessee's intended uses of the Leased Premises during the Lease Term. Lessee shall not seek or make any such zoning or land use changes to accommodate the Lessee's uses during the Lease Term without the prior written consent of Lessor. The parties agree that Lessor may withhold such consent if Lessor determines that any such change extends beyond the end of the Lease Term or adversely affects the market value of the Leased Premises. 22. CONDTI`ION OF PREMISES ON TERMINATION OF LEASE: (a) In the event Lessee does not elect to purchase the Property, Lessee agrees to surrender to Lessor, at. the end of the term of this Agreement or as provided. in Paragraph 3 (b) and/or upon any cancellation of this Agreement, said Leased Premises in as good condition as said Leased Premises were at the Commencement Date, ordinary wear and. tear not caused by Lessee's negligence, an insured casualty, an uninsured casualty not caused by Lessee and alterations approved by Lessor, excepted. Lessee agrees that if Lessee does not surrender said Leased Premises to Lessor at the end ofthe Lease Term of this Agreement or as provided in Paragraph 3(b) then Lessee will pay to Lessor, 11 to the extent permitted by law, double the amount of the Base Rent 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 of Lessee's failure to so surrender to Lessor possession ofsaid 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 of delay of Lessor in delivering possession of said Leased Premises to said succeeding Lessee so far as such delay is occasioned by failure of Lessee to so surrender said Leased Premises in accordance herewith or otherwise. (b) No receipt of money by Lessor from Lessee after termination ofthis Agreement or the service of any notice of commencement of any suit, arbitration, or final judgment for possession shall reinstate, continue or extend the term of this Agreement or affect any such notice, demand, suite or judgment for possession, .or otherwise limit or affect any other remedies available to Lessor hereunder unless the same shall be a compulsoy 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 a licensed professional engineer or geologist, that during the period of Lessee'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 of Environmental Protection (FDEP) ,.Lessee shall be required to remediate the Property in accordance with _the standards established by FDEP, 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 L- essee 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 byLessee 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 by FDEP, DERM or other regulatory agency exercising jurisdiction over the clean -up. 23. SIGNS: Seller reserves the right to place permanent informational plaques or signs on the property purchased under this Agreement acknowledging the commitment of the former owner, Ms. Charlotte Dison, to the preservation of this property, and including a statement indicating that the site was acquired with the assistance of The Trust for Public Land. The plaques or signs shall contain The Trust for Public Land's logo, incorporated in a size and position comparable to that of other logos on the sign. The logo must adhere to TPL's graphic standards guidelines, which will be provided to the Buyer along with electronic files of TPL's logo. TPL staffwill have an opportunity to review and approve the sign design prior to production. All signs must comply with the applicable City of South Miami ordinances. 12 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 of this Agreement or the application of such tem, provision, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, provision, covenant or condition of this Lease shall be valid and be enforceable to the fullest extent permitted bylaw. This Agreement shall be construed in accordance with the laws of the State of Florida. 25.' TIM OF ESSENCE: It is understood and agreed between the parties hereto that time is of the essence of all the terms, provision, covenants and conditions of this Agreement. 26. MISCELLANEOUS: The terms Lessor and Lessee, Seller and Buyer, as herein contained shall include singular and/or plural, masculine, feminine and/or neuter, successors, administrators and/or assigns wherever the context so requires or admits. The terms,. provision, covenants and conditions of this Agreement are expressed in the total language of this Agreement and the paragraph headings are solely for the convenience of the reader and are not intended to a all inclusive and shall . not be deemed to limit or expand any of the provisions of this Agreement. Any formally executed addendum or rider to or modification of this Agreement shall be expressly deemed.incorporated by reference herein unless a contrary intention is clearly stated therein. Anything herein to the contrary notwithstanding, Lessor shall not or be deemed to be in default hereunder unless it has failed to cure its default within a reasonable time following its receipt of notice thereof. Notwithstanding any. other provision 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. 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. 28. This Agreement contains the entire agreement between the parties hereto and supersedes all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed and sealed by Lessor and Lessee. No surrender 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. 13ROKERAGE: Lessor and Lessee represent and warrant that neither party has dealt with any real estate broker in connection with this Agreement. 31: FORCE MAJEURE: Lessor and Lessee shall not be required to perform any term, condition, or covenant in this Agreement so long as such performance is delayed or prevented by force maj eure, 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 RIGID' TO PURCIASE: Provided that Lessee is not then in default of any of the terms, provisions, covenants and conditions in this Agreement, the. Lessee is granted the exclusive and irrevocable right and option to purchase the fee simple title to.the Property on or at any time before three (3) years from the Commencement Date, by giving notice of exercise of the Option to Lessor no later than 60 days prior to each annual anniversary of the term thereafter. The option to purchase granted herein shall expire sixty (60) days prior to the third (3rd) annual anniversary ofthe 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 and 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 $l0Q,00Q.00 sWl be paid in full on the fizst 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 Commencement Date. All Base Rent payments paid by Lessee to Lessor under this Agreement shall be credited against the Purchase Price at the closing of the purchase by Lessee For example, if the Lessee elects to purchase the Property after the Commencement Date after the First Base Rent Payment totaling $500,000.00 has been made, Lessee shall receive a credit of $500,000.00 against the Purchase Price at closing. Notwithstanding anything herein to the contrary, in the event the Lessee procures grant funds from the Florida Communities Trust O FCT"} or any other grant program at any time during the term of this Lease- Purchase Agreement, the entire sum necessary for the Lessee to acquire fee simple title to the Property shall become due and payable and the parties shall proceed to close this transaction within thirty (30) days of receipt of such grant funds. 33. OPTION TO PURCHASE CONSIDERATION: 14 (a) Simultaneous with the execution of this Agreement, Lessee shall pay to Lessor the sum of $100.00 in cash as non - refimdable -consideration for the exclusive right and option to purchase the Property (hereafter, the "Option Money'. (b) All of the Option Money 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 CLGSE: At closing, Lessee shall pay the difference between the Purchase Price and the sure 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 acgc ices 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. CLOS : 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 ofinechanic's or materialmen's liens arising from work or materials contracted for by Seller, proceedings involving Seller which might affect title to the Property, or parties in possession other than Buyer. (iii) Foreign Investment. and Real Property Tax Act (FIRPTA) and such other instruments and documents as Buyer's counsel may reasonably request for the purpose of confirming proper and lawful execution and delivery of closing documents and conveyance of the Property to Buyer in accordance with the Agreement. 37. CLOSING EXPENSES AND PROBATIONS: Buyer shall reimburse Seller for Seller's reasonable and documented expenses incurred. during Seller's acquisition and disposition of the property; including the cost of obtaining title insurance, the environmental site assessment, the boundary survey and the market value appraisal.. Such reimbursement shall be made on the Commencement Date. Transfer taxes on the deed of conveyance, if any, shall be borne by-Buyer.. The cost of recording the deed shall be borne by Seller. All other expenses shall be paid by the parry incurring the same. 38.' SELLER'S REPRESENTA=S AND WARRAAITIES: Seller represents andwanants to Buyer, that: (a) ' Seller has good and marketable fee simple title to the Property as hereinabove deseribed; (b), Seller has the right, power and authority to enter into this Agreement and to consummate it in accordance with. its terms; (c) There are no leases, licenses, contracts or agreements of any kind whatever affecting the Property or any part thereof except this Lease - Purchase Agreement and those set forth in Exhibit "C" attached hereto and by reference incorporated herein, all of which are cancelable without cause upon no more Than. thirty (30) days' written notice; (d) Seller will not extend or'modify any of the agreements listed in Exhibit "C" as attached and acknowledged by Seller, or enter into any other contracts or agreements of any kind affecting the property or any part thereof after the date of this Agreement without the advance written consent of Buyer, 16 (e) Seller knows of no pending or threatened proceedings which might affect the Property 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 LEA R- AND OPTION: Concurrently with the signing of this Agreement, the parties have signed a Memorandum of Lease and Option in the form attached hereto as Exhibit "D" and by reference incorporated herein. Seller and Buyer shall have the right to record the Memorandum of Lease and Option among the public records of the county in which the Property is located. In the event Buyer does not exercise the option, or terminates the Agreement, Buyer shall, upon. Seller's written request, deliver to Seller for recording at Seller's expense a quitclaim deed to the Property.. The Memorandum may also be canceled by execution and release signed by The.Trust for Public Land. 40. EMEDMS 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 in the 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 Red Road, Suite 25 South Miami, Florida 33143 17 PHONE: (305) 667 -0409 ext. 11 FAX: (305) 667 -0427. Email: mildred.majoros@tpl.org IF TO LESSEE — BUYER: CITY OF SOUTH M AMI, FLORIDA 6130 Sunset Drive South Miami, FL 33143 Attention: Yvonne McKinley, City Manager PHONE: (305) 668 -2510 FAX: (305) 663 -6345 Email: ymckinley @cityofsouthmiami.net cc: Luis Figueredo, City Attorney Nagin Gallop Figueredo 18001 Old Cutler Road Suite 556 Miami, Fl 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 2NS AGREEMERNT: Lessor shall have no duty to perform under this Agreement unless and until each of the following conditions precedent has been fulfilled: (a) Lessor has acquired fee simple title to the Property; and (b) Lessee has delivered to Lessor a certified copy of a resolution of Lessee authorizing execution of the Agreement, together with the opinion of Lessee's counsel stating that the Agreement has been authorized according to law, and when executed by both of the parties, shall constitute an enforceable obligation of Lessee according to its terms. (c) Lessee has agreed to accept the Survey and legal description provided by Lessor as determinative of the boundary and acreage of the Property, and has agreed that it shall accept title to the Property subject to the Survey, including any encroachments, easements, boundary claims, or defects shown on the survey or visible on the ground upon reasonable inspection. The Survey, when available shall be appended to this Agreement as Exhibit "E." 45. PRECONDITION TO LESSEE'S DUTY TO PERFORM: Lessee shall have no duty to commence to perform any obligation hereunder until and unless Lessor shall have provided to Lessee the report of a Phase One transactional environmental assessment, as that terra is commonly 18 understood in Florida real estate field, carried out by a licensed professional engineer or geologist, stating that further investigations are not recommended. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth below. Signed; sealed and delivered J�R: T'HE TR Fia FOR PJALiC LAND In the presence of a if o do . 19 — — . Dal Allen, Senior Vice President Date: (zoo 9""" • Counterpart signature page for Lease - Purchase Agreement Signed, sealed and delivered in the presence of: . (Corporate Seal) LESSEE: CITY OF N*DW'' FLORIDA 20 EXSCBIT "A" LEGAL DESCRIPTION Beginning 25 feet East and 141 feet South of the Northwest corner of the NE 1/ of the NE 1/4 of the SE'/ of Section 36, Township 54 South, Range 40 East, thence run South 126 feet; thence East 205.15 feet; thence North 126 feet; thence West 205.15 feet to the point of Beginning, .lying and being in Miami -Dade County, Florida. 21 EXHIBIT tq3" TITLE EXCEPTIONS 22 EXHIBIT "C" LEASES, LICENES, . CONTRACTS OR AGREEMENTS If there are no leases, licenses, contracts or agreements, Seller shall so state and sign and date below. If there are any leases, etc., the parties should be listed here and a copy of each lease delivered to Buyer for review prior to execution. By: Name: Title: Date: 23 EXHIBIT °`D" MEMORANDUM OF LEASE AND OPTION For and in consideration of the swr i 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 'Suyer").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 Terra (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 WHEREOF, each of the parties hereto has caused this Memorandum o£Option to be executed and. sealed by its duly authorized signatory(ies) on the _ day of .200 . Signed, sealed and delivered LESSOR: THE TRUST FOR PUBLIC LAND in the presence of: a nonprofit California corporation Witness Print Name Witness Print Name By: W. Dale Allen Senior Vice President Date: Corporate Seat STATE OF FLORIDA COUNTY OF LEON The foregoing instrument was acknowledged before me this ^ day of 200_, 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) Commission No: My. Commission Expires: LESSEE: ; CITY OF FLORIDA Title Date: THIS DOCUMENT PREPARED BY: Peter Fodor Florida Counsel The Trust for Public Land .306 North Monroe Street Tallahassee, Fiori_da _32301 .... __.._..._ 25 RESOLUTION NO.: 95-07-12480 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO RESOLUTION 1274)6 -12268 AUTHORIZING THE CITY MANAGER TO FINALIZE A PURCHASE AGREEMENT FOR THE ACQuiSiTION OF THE DISON PROPERTY LOCATED AT 8021 SW 58"' AVENUE, SOUTH MIAMI, FLORIDA 33143 AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Mayor and City Commission of the City of South Miami adopted Resolution ho.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 $700,000; and, WHEREAS, the City of South Miami desires to purchase the Dison Property located In South Miami, Florida, bearing Folio No.: 094036- 000 -0520 (the Dison Prop"), and WHEREAS, the City of South Miami will request additional gram funding from the Florida Legislature or other available funding, sources for the balance of the purchase per• NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; ectiotZ 9: The Mayor and City Commission, authorize the City Manger to negotiate and finalize a purchase agreement with Mrs. Dison for the Dison property and to bring backthe purchase agreement to the City Commission for final approval. Sermon 2: This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this day of 2007. '' AP ROVED MAYOR COMMISSION VOTE: 5 -0 Mayor Feliu: Yen Vice Mayor Wiscombe: Yea Commissioner Palmer: Yea Commissioner Birts: Yea Commissioner Beckman: Yea E RESOLUTION NO. 127-06-12268 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUT$ORIZING THE CITY MANAGER TO EXECUTE A GRANT PROJECT AGREEMENT OF $2449080.00 WITH THE FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM ADMINISTERED BY FLORIDA .DEPARTMENT .OF ENVIRONMENTAL PROTECTION FOR THE ACQUISITION OF THE DISON PROPERTY; PROVIDING AN. EFFECTIVE DATE WHEREAS, the Mayor and City Commission wishes to adept the grant from Florida Recreation Development Assistance Program (FRDAP); and WHEREAS, the Florida Recreation Development Assistance Program MAP) is administered by Florida Department of Environmental Protection; and SAS, to Mayor and City Commission authorized the submission of the grant application July 26, 2005 through Resolution No: 102 -05- 12081; and WHEREAS, the project agreement is intended to award the City $200,000.00 for the acquisition of the Dison Property located at 8021 SW '58 Avenue. NOW, THEREF OIM BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI THAT: Section I... ' That the City Manager is authorized to execute a grant project agreement with Florida. Recreation Development Assistance Program, administered by Florida Department of Environmental Protection for the purchase of the Dison property. Section 2. This.resolution shall take effect immediately upon exemdon. L PASSED AND ADOPTED this J L of 02006. 11'.x• � �..� J.: � READ AND APPROVED AS TO FORM: MAYOR Commission V: 4 -0 Mayor Feliu: Yea Vice Mayor Wiscombe: Yea Commissioner Palmer: absent: CommissionerBirts: Yea Commissioner Beckman: Yea 1 j, ff i i r I ] 150 -9 'Ise MidA �BPI1lpftt�` #j�� -z� i=f�� }Iff I,# ft ; ¢ fit i f I 4.1 SW MID AVV= g� 4 t XAi ?IM - -- iN rf a� �g E r 1 r slit to ®R, �� Y� o f �• � 1 '�`r r L �. All 3 ping t� i i i F ,b& SOMMAW SMVW J.1�3=c.ef A�mtmeA i q tW9b. ' Voul 1111 D % � i rt� a )AMLratb = . um ace a1y1DFSO N1W?A=AREM%8 — t� i i i DEP Agreement No. F7014 CSFA Number: 37.017 . CSFA Title: FRDAP FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM (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, Jn furtherance of _ an approved public outdoor'- recreation project. In - consideration - of - the mutual• covenants- contained herein and pursuant to section 375.076, Florida Statutes, and chapter 8213-5, Part V; Florida Administrative Code, the. parties hereto agree as follows: . 1. This PROJECT AGREEMENT shall be performed in accordance with section . 375:076, 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 th8 provisions of section 163.01, Florida Statutes, shall apply.io this PROJECT AGREEMENT. 2. The DEPAitrmENT has found.* that. public outdoor recreation is the primary purpose -of th6 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 - reimbursementlDornmencement Documentation Farm, 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 rive all applicable forms for administration of project with GRANTEE's copy of fugy.executed PROJECT AGREEMENT. DEP Agreement No. P7014, Page i of.9 (E C E RV E DEP 55-232 (04109) FU- COPY RFYI j )� 4. Within three (3) years. from the . completion date 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, walling 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 recelpt_of the final request, the DEPARTMENT's Grant Manager shall revlew the completion documentation "and payment .request foorh 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)(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 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 'ir1 the Department of Financial Services' ' Reference Guide for . State Expenditures at b=-,//wyyw.dbtmte.f 1.us/aadir/FSAA1ndex W 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 accompllshment of .the PROJECT *shall be secured in accordance Wth 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 guidelnes for DEP Agreement No. F7014, Page 2 of 9 DEP 55-232 (Q1105) 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 15% of . the GRANTEE's eligible wages and salaries, unless approved in advance as described herein. indirect casts that exceed 15% must be approved in advance in writing by the DEPARTMENT to be considered eligible PROJECT expenses. 10. It -is understood by the GRA NTEE that the amount of this. PROJECT AGREEMENT may be reduced should the Govemor'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. Theo GRANTEE understands that this Agreement Is not a commitment of future appropriations. 12. All monles 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. 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- reimbursement/Commencement Documentation Form, DEP Form FPS -A034, referenced in s. 62D- 5.058(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 G , NTEE shall 'complete acquisition of the PROJECT site by �l (hereinafter referred to as the PROJECT completion Mel; at which time all payment requests and completion documentation will be DEP Agreement No. F7014; Page 3 of 3 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 30 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 r ®cords supporting PROJECT costs fbr 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, Statei 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 Exhibft 1 shall summarize the funding sources supporting the PROJECT AGREEMENT for purposes of assisting .the GRANTEE in complying with the requirements o €•Attachment 1. if the GRANTEE falls to receive a revised copy of Attachment 1, Exhlbft 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 pertorman©e 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 e, May e, and September 5t' of each year summarizing the work accomplished, problems encountered, percentage of DEP Agreement No. F7014, 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 shall, be deemed sufficient if delivered or sent by United States Postal Service to the parties at the following -addresses: GRANTEE's Gr nt Mana er DEPARTMENT's Grant Manager Ms. Julie L. Dwell Mary Ann Lee Grants Administrator Florida Department o€ Environmental 6130 Sunset.Drive Protection South Miami, FL 33143 -5093 3900 Commonwealth Blvd., MS585 Tallahassee, Florida .32399 -3000 21. Prior to final relmbursemen#, 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 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 55232 (01105) . r 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 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 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 wilt 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. 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 Aefi lency 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. 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 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 s of 9 DEP 55 -232 (01/05) 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-lldms._mAgrida.com/dms/purchgeinct/convicted sus ended discrimin atory complaints 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 =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 Imurfdy 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 th Is 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 Agreement No. P7014, Page 7 of 9 DEP 55 -232 (01105) 37. This PROJECT AGREEMENT. is not. intended nor shall It be construed as granting 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. 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.vaiid 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 (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: b 47�A/& Division r (or E9 ) Division o ecreati and Parks Date Address: Office of Information and Recreation Services Division of Recreation and-Parks , 3900 Commonwealth Boulevard Mail Station 585 Tallahassee, Florida 32389 -3000 DEP Gfant kager. Approved . 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 Pri0cf2!Vj ame 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 # Special Audit Requirements (5 Paaes) DEP Agreement No. F7014, Page 9 of 9 DEP 55 -232 (01105) ATTACHMENT 1 SPECIAL AUDIT REQUHWMENTS The administration of resources awarded by the Department of Environmental Protection (which may be referred to as the 'Department ", "DEP° YFDEP" or "Grantor ", or .other name in the contracdagreement) to the recipiant (which may he referred to as the "Contractor", Grantee" or other name in the contract/agreement) may be subject to audits and/or monitoring by the Department of Environmental Protection, as described in ibis attachment. MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A -133 and Section 21537, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by Department suff 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 &carmine, that a limited scope audit of the recipient is appropriates 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. AUD S PART I- FEDERALLY FUNDED_-. This part is applicable if the recipient is a State or Iocal'gnvemuieatt or a non-profit organization as defined in OMB Circular A -133, as revised. . 1. 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 Cu=lw A -133, as revised. E MBIT 1 to this Agreement indicates Federal funds awarded through the Department of Environmental Protection by this Agreement In determining the Fedcaal awards expended in its fiscal year, the recipient shall consider'all sources of Federal awards, imclurng Federal resources received from the Department of Environmental Protection. The dateroiination of amounts of Federal awards expanded 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 I, paragraph 1., the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A -133, as revised. 3. If the recipient expends less than $5QO,000 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, is not required. In the event that the recipient expends less tram $500,000 is 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 and it 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 rosy aeons information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at bn:/ /12 46.245.1731cfda/cfda��1. REMAINDER OF PAGE DiTENTIONALLY LEFT BLANK DEP Agreement No. F70I4, Attacbment 1, Page 1 of 5 DEP 55 -215 (09/04) PART Ili STATE FUNDED This part is applicable if the recipient is a nonstate entity as defizned'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, . 20041 the rectient 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 Oocat governmental entities) or 10.650 (nonprofit and for - profit organizations}, Rules of the Auditor General. WWIBIT 1 to this Agreement indicates State financial assistance awarded through the DcI34 lnent 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 % 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)(d), Florida Statutes, and Chapters •10.550 (local, governmental entities) or 10.650 (nonprofit and far- profit organizations), Rules of the Auditor General. 3. If the recipient expands 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 vbftli the provisions of Section 215.97, Florida Statutes, is not required. Iii the event that the recipient expends iess'thaln $300,000 in State financial assistance in its fiscal year ($500,000 for fiscal. years ending on or steer . September 30, 2004), and elects to have an audit conducted m 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 httw /lsta#e.fl.vslfsaa/caWa 2 or the Governor's office or Policy. and Budget website located at h= llwww mvflorid&carn/M Office html for assistance. In addition to the above websites, the following websites may .be accessed for information: Legislature's Website krtp�Iwww le¢.state.fl.vsl. Governor's Wcbsite httgt/fwww.mvfMda coral. Department of Financial Services' Website hW:/ /wvm dbf state and the Auditor General's Website hm J ww state fl uslaudeen. PART III: OTC AUDIT REQUIREMENTS (MOTE: ?iris 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'spolicy r e., the audit is not required by Federal or State lawns and is not in conflfct with other Federal or State audit requirements). Pursuant to Section 215.97 m , Florida Statutes, State agencies may. conduct or arrange for audits of State financial assistance that are in addition to audits conducted to accordance with Section 215.97, Florida Statutes. In such an.event, the State awarding agency . must arrange fbrfunding the full cost ofsuch 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 &N& to each of the following: R AAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. F7014, Attachment 1, Page 2 of 5 DEP 55-215 (09104) F A. - The Department of Environmental Protection at the following address: Audit Director Florida Deparbmt 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, shduld be submitted to the Federal Audit Clearinghouse, at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 101h Street Jeffersonville, IN 47132 C. Other Federal agencies and pass - through entities in accordance with Sections 320 (e) and (f), 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, managcraerit letters issued by thr, auditor, to the Department of Environmental Protection the following address:. . AuditDirector• - - ... - . - _ . _ .- � , FiorldaDepartment of EnviromnentaI Protection Office of the Inspector Ocneral, MS 40 2600 Blair Stone Road Tallahassee, Florida 32399 -2400 3. Copies of financial reporting packages required by PART II of this Agreement shall be submitted by or on behalf of the recipient dWN& to each of the following. A. The Department of Environmental. Protection at the following address Audit DirecW . 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 111 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 l X to the Department of Environmental Protection at the following address: Audit Director Florida Department of Environmental Protection Office ofthe Inspector General, MS 40 2600 Blair Stone Road Tallahassee, Florida 32399 -2400 DEP Agreement P16. F7014, Attachment 1, Page 3 of 5 D£P 55-215 (09104). r Fi E 5. Any reports, management letters, or other information required to be submitted to the Department of Envu%mameutal Protection pLmamt 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 orations), 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 far -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. PART Y: RECORD RETENTION The recipient shall retain sufficient records -dernonstmting its compliance with the terms of this Agreement for a period of 5 years- from the date. the_andit report is. issued,._an&shall- allow-the Department of Environmental - Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The recipient sba11 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 Enviromnental Protection_ REMAINDER OF PAGE INTENTIONALLY 1.1 OFT BLANK DEP Agreement No. F7014, Attachment 1, Page 4 of 5 DEP 55-215 (09104) 1 a 0 cu O Ea p� U o F W U 0. 9 v �a w� U v $ c 0 .� °. .Q► . �-_s C6 i7 V a° 3 r w 0 a w a 4 d p v L N as MIAMI -DADE COUNTY SAFE NEIGHBORHOOD PARKS March 14, 2008 Carol Aubrun City of:South Miami 6130 Sunset Drive . South Miami,.FL 33143 Capital Improvements 111 NW 1 st Street • 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, iM cia rti Special Projects Administrator 1 Attachments C: Johnny Martinez, P.E., Director, Office of Capital Improvements George Navarrete, Chief, GOB Project Scheduling & Compliance, OCI Hilda Cuglievan, OCI miamidadegov SAFE NEIGHBORHOOD PARKS BOND PROGRAM 2007 DISCRETIONARY & PRE - AGREEMENT LAND ACQUISITION FUNDS AGREEMENT This Agreement, made this 1 FJ� day of t :. 2.2002. by and between Miami -Dade County, a political subdivision of the State of Florida (County) through its Office of Capital improvements (Safe Neighborhood. Parks Bond Program) (Of#ice),.located at 111 N.W. 1 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, 1 O & 11); Operating Funds .(Ord., Sec. 5(b)(1)); Completion. of Project and Supplemental Funding (Rules, 9B(15) & (16)); and Audits (Ord., Sec. 13 & Rules, 1OA). Ill.. 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 project(s) rendered under this Agreement, shall not exceed $ 100,000.00 unless otherwise amended. The Grantee agrees to post a match which will be subject to verification by the County at the time of payment reimbursement. Expenditure match must be verified at .the time of the independent audit (Ord., Sec. 13 & Rules, 9 B (13)). Recipient.agrees to provide matching funds for the project(s) in the amount of $100.000.00 V. FUNDING COMMITMENT. In the event that the project(s) requires further funding, funding for subsequent years is conditioned upon appropriation by the Board of County Commissioners of Miami =Dade County, Florida, with no representation that funds will be forthcoming. VI. FUNDING REGULATIONS. A_ . Establishment of residency requirements, imposition of non- resident fees, or failure of the Grantee to comply with any other conditions established by the Safe Neighborhood Parks Citizens' Oversight Committee (Oversight Commit%e) 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. 25B -25. Disbursement of funds. (a). No funds authorized under Section 25B -22 may be disbursed to any recipient unless the recipient agrees: (1) . The grants for all programs in Section 2513-22 shall 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 .facility acquired, developed, rehabilitated or restored with funds from this act shall be open and accessible to the. public. without discrimination as to race, color, gender, age, religious belief, residence, national origin, marital status, or disability. (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 1386, 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.. Cily of South Maim" shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the mane of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. City of South Miami expressly understands and agrees .that any insurance protection required by this Agreement or otherwise provided by City of SouthN iami 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 shall be constmed to extend any party's liability beyond that provided in Section 768.28, Florida Statutes. X. CIVIL RIGHTS., The Grantee agrees to abide by Chapter 11A, Article IV of the Code of Miami -Dade . County. ('County CodeD, as amended, which prohibits discrimination. in employment; Title VII of the Civil Rights Act of 1968, as amended, which. prohibits discrimination in . employment and public accommodation; the Age Discrimination in Employment Act, 29 U.S.C., Section 621 et seq., as amended, which prohibits discrimination in employment because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.&C., Section. 794, as amended, which .prohibits discrimination on the basis of disability; and the Americans with Disabilities Act, 42 U.S.C., Section 12103 et seq., which prohibits discrimination in employment and accommodation because of disability. It is expressly understood'that upon receipt of evidence of discrimination under any of these laws, the County shall have the right to terminate .this Agreement. It is further understood that the Grantee must submit an affidavit attesting that it. is not in violation of the Americans with Disability.Act, the Rehabilitation Act, the Federal Transit Act, 49 U.S.C. Section 1612, and the Fair Housing.Act, 42 U.S.C. Section 3601 et seq. If the Grantee or any owner, subsidiary, or other firm affiliated with, or related to the Grantee, is found by the responsible enforcement agency, the Courts or the County to be in violation of these Acts; the County will conduct no further business with the Grantee: Any agreement entered into based upon a false. affidavit shall be voidable by the County. If the Grantee violates any of the Acts during the term of any agreement the Grantee has with the County, such agreement shall be voidable by the County, even if the Grantee was not in violation at the time it submitted its affidavit. XI. CONFLICT OF =REST. The Grantee agrees to abide by and be governed by Miami- Dade County Ordinance No. 72 -82 (Conflict of Interest Ordinance codified at Section 2 -11.1 of the Code. of Miami -Dade County), as amended, which is incorporated herein by reference as if fully set forth herein; in connection with its contract obligations hereunder. 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 Grantee, : 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 hi 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 `order estimates, worksheets, proposals and agreements from. and with successful and. unsuccessful subcontractors and suppliers, all project - related correspondence, memoranda, instructions;, financial documents, 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. 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 an audit or investigate activities.. The provisions. of this section are not intended nor shalt 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. 97 -215, the Office of the Miami -Dade County Inspector General (IG) shall have the authority and power to review past, present and proposed County programs, accounts, records, contracts and transactions. The IG shall have the power to report, and/or recommend to the Board of County Commissioners whether a particular project, program, agreement or transaction is or was necessary and, if deemed necessary, whether the method used for implementing the project or program is or was efficient both financially and operationally. Monitoring of an existing project or program may include reporting .whether the project is on tune, 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 auditor investigate activities. The provisions of this section are not intended nor shall they be construed to impose any liability on the County by'Grantee or third parties. XIV..NOTICES. It- is understood and agreed between the parties that written notice addressed to the Office and mailed (certified/return receipt) or delivered. to the address appearing on page .one (1) of -the Agreement and written' notice addressed to the Grantee and mailed (certified/return receipt) of delivered to the address appearing on page one(I) of this Agreement shall constitute sufficient notice to either party. XV. AUTONOMY. Both parties agree that this Agreement recognizes the autonomy of and stipulates or implies no affiliation between the contracting parties. It is expressly. understood and intended that the Grantee is only a recipient of funding support and is not an agent or instrumentality of the County. Furthermore, the Grantee's agents and employees are not agents or employees of the County. XVI. TERMINATION. If .the Grantee shall fail to fulfill in a timely and proper. manner .its obligations .under this Agreement, or shall violate any of the covenants, agreements, stipulations, representations. or. warranties herein, the County shall have the right to terminate this Agreement by giving at least ten (14) days prior written notice to the Grantee (Rules, 10F). XVII. 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 laves 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 Singular and Cinder. Paragraph headings. are for convenience. only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural and the plural shall include the singular, and pronouns.shall be read as masculine, feminine or neuter as the context requires. E. Agreement Contact.. The County's representative for this agreement. is Marcia Martin, Office of Capital Improvements. The Grantee's representative for this agreement is �� +Aa► l oc� u �a. �e� (Name .and Tilley: F. Fringe Benefits: In the event that a percentage of actual salary will be utilized as . . the method to claim eligible "fringe benefit costs pursuant to Section 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 this 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 / Severability of Provisions. This . 16 page Agreement with its recitals on the first page of the agreement and with its attachments as. referenced below contain all the terms and conditions agreed upon by the parties: Attachment 1 and 2: Miami -Dade County Affidavits Exhibits) 1: Approved Project(s) and Budgets) 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 WHEREOF, the parties hereto have set their hands and affixed their respective seal-the day and year first above written. South Miami Executiv`'ee Officer Page 7 of 16 CITY OF SOUTH MIAMI A municipal corporation in the State of Florida Ac, �g Title ATTEST: Harvey Ruvin, Clerk _- .eee °eeoe°ae ... ee COmAf,.00 e 6 a $� pA0 0 ��a— .Clerk as so Page 8 of 16 AIJAMI -DARE COUNTY AFFIDAVITS The ccontmeting individual or entity (governmental or otherwise) shall indicate by -an "X" all affidavits that pertain to this contract and shall indicate by an "NIA" all affidavits that do not pertain to this contract. All blank spaces must be filled The MIAMI -DADS COUNTY.OWNERSHIP DISCLOSURE AFFIDAVIT; MIAMI -DADE COUNTY E1VfPLOYMENT DISCLOSURE. AFFIDAVIT; MIAMI -DADS CRUvE NAL 'RECORD . AFFIDAVIT; DISABILITY - NONDISCRDAINATION AFFIDAVIT; and the PROJECT FRESH START AFFIDAVIT shall not pertain to contracts with the United. States or any of its departments or agencies thereof, the State or any political subdivision or agency thereof or any municipality of this State. The MIAMI DADE FAMILY LEAVE AFFIDAVIT shall not pertain to contracts with the United � tes or any of its departments or agencies or the State of Florida or any political subdivision or agency thereof;; it shah, however, pertain to municipalities of the State of Florida. All other contracting entities or individuals shall read carefully each affidavit to determine whether or not .it pertains to this contract and initial to the left of the statement,. if applicable; or "NIA" if not applicable; and/or provide the information requested . I W. Ai }%4Gt ltavq , being first duly sworn state: Affiaut 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): &cbo . q,31 none, t of cbt or Doing Business As (if same as above, leave blank) 9.m (We I. MIAMI-DADE COUNTY' OWNERSHIP DISCLOSURE AFFIDAVIT (Sec. 2 -8.1 of the County Code) If the contract or business transaction is with a corporation, the foil legal name and business address shall be provided for. each- officer. and director and each stockholder who holds directly or indirectly five percent (5°1) or more of the corporation's stock. If the contract or business transaction is with a partnership; the foregoing information shall be provided for'each partner. If the contractor business transaction is with a trust, the full legal name and address shall be provided for each trustee and each beneficiary. The foregoing requirements shall not pertain to contracts with publicly traded corporations or to contracts with the United States or any department or agency thereof, the State or any political subdivision or agency thereof or any municipality of this State. All such names and addresses are (Post Office addresses are not acceptable): 1of 5 Full Legal Name Address Ownership 2. The full legal navies and business address of any other individual (other than subcontractors, material men, suppliers, laborers, or lenders) who have, or will have, any interest (legal, equitable beneficial or otherwise) in the contract or business transaction with Dade County are (Post Office addresses are. not acceptable): 3. Any person who willfully fails to disclose the information. required herein, or who knowingly discloses false information in this regard, shall be punished by a fine of up to five hundred dollars ($500.00) or imprisonment in the Comity jail for up to sixty (60) days or both. II. MIAM DARE 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 .fdllowing information. The foregoing disclosure requirements do not apply to contracts with the united.-State s 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? 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 Females %1 Asian: Males Females Black: Males Females American Indian: .Males Females Hispanics: Males �la _ Females Aleut (Eskimo): Males Females Males Fernalesd Males Females III. AFFIRMATIVE ACTION/NONDISCRDIINATION OF .EMPLOYMENT, PROMOTION AND PROCUR32MENT 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 shall, as a condition. of receiving a County contract, nave:. 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 employment, promotion and procurement practices. The foregoing notwithstanding, corporate entities whose boards of directors are representative of the population make -rip of the nation shall be. presumed to have non.-discriminatory employment and procurement policies, and shall not be required to have written affirmative action plans and procurement policies in order to receive a County contract. The foregoing presumption may be rebutted. 2 of 5 The requirements of County Ordinance No. 98 -30 may be waived upon the written recommendation of the County Manager that it is in the best interest of the County to do so and upon approval of the Board of County Commissioners by maim* vote of the members present. A The firm does not have annual gross revenues in excess.of $5,000,000. The firm does have annual revenues in excess of $5,000,000; however, its Board of Directors is representative of the population make -up of the nation and has submitted a written, detailed listing of its Board of Directors, including; the race or ethnicity of each board member, to the County's Department of Business Development, 175 N.W, 1st Avenue, 28th Floor, Miami, Florida 33128. The fine has annual gross revenues in excess of $5,000,000 and the firm does have a written affh7native '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 Departorient of Business Development 175 N.W. Id Avenue, 28th Floor, Miami, Florida 33128; Ala� The firm does not have an affirmative action plan and/or a procurement policy as described above, but has been granted a waiver. rV. MIAMI -DARE COUNTY CRRvMgAL RECORD AFFIDAVIT (Section 2 -8.6 of the County Code) The individual or entity entering into a contract or receiving funding from the County has x 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. AHAW -DA DE BMPLOYMMT DRUG- -FREE WORKPLACE AFFIDAVIT (County Ordinance No. 92-15 codified as Section 2 -8.1.2 of the County Code) . That in compliance with Ordinance No. 92 -15 of the Code of Miami Dade County, Florida, the above named person or entity is providing a drug -free workplace. A written statement to each employee shall inform the employee about: 1. danger of drug abuse in the workplace 2. the firth's policy of maintaining a drug-free environment at all workplaces I. availability of drug counseling, rehabilitation and employee assistance programs 4. penalties that may be imposed upon employees for drug abuse violations The person or entity shall also require an employee to sign a statement, as a condition of employment that the employee will abide by the terms and notify the employer of any criminal drug conviction occurring no later than► five (5) days after receiving notice of such conviction and impose appropriate personnel action against the employee up to and including termination. Compliance with Ordinance No. 92 -15 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 finxding 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. 3 of 5 J VI.. MIAMI DARE EMPLOYIi1ENT FAMILY LEAVE AFFIDAVIT (County Ordinance No. 142 -91 codified as Section 11A -29 et. seq of the County Code) 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 aforementioned ordinance: An employee who has worked for the above firm at last one (1) year shall be entitled to ninety (90) days of family leave during any twenty-four (24) month period, for medical reasons, for the birth or adoption of a child, or for the care of a child, spouse or other close relative who has a serious health condition without risk of termination. of employment or employer retaliation. The foregoing requirements . shall not pertain to contracts with the United States or any department or agency thereof or the State of Florida or any political subdivision or agency thereof. It shall, / however, pertain to municipalities of this State. . `/ VII. D.ISABILITY NON- DISC EM[INATION AFFIDAVIT (County Resolution R-3 85 -95) That the above named .firm, corporation or organization is in compliance with and agrees to continue to comply with, and assure that any subcontractor, or third party contractor under this project complies with ail applicable requirements of the laws listed below including, but not limited to, those provisions pertaining to employment, provision of programs and services,, transportation, communications, access to facilities, renovations, and new .construction in the following laws: The Americans with Disabilities Act of '1990 (ADA), Pub. L. 101 -336; 104 Stat 327, 42 U.S.C. 12101-12213 and 47 U.S.C. Sections 225 and 611 including Title I, Employment; Title II, Public Services; Title :111; 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. Sectiori.794; The Federal Transit Act, as amended 49 U.S.C. Section 1612; The Fair Housing Act . as amended, 42 U.S.C. Section 3601 - 3631. The foregoing requirements shall not pertain to contracts with the United States or any department or agency thereof, the State or any political subdivision or agency thereof or any municipality of this State. JVIII. ARA IIDADE COUNTY REGARDING DELINQUENT AND CURRENTLY DUE FEES OR TAXES (Sec. 2- 8.1(c) of the County Code) . Except for small purchase orders and sole source contracts, that above named firm, corporation, organization or individual desiring to transact business or enter into a contact with .the County verifies ' that all - delinquent and currently due . fees or taxes -- including but not limited to real and property taxes, utility taxes and occupational licenses -- which are collected in the normal course by the Dade County Tax Collector as well as Dade County issued parking tickets for vehicles registered in the name of the firm, corporation, organization or individual. have been paid. CURRENT ON ALL COUNTY CONTRACT'S, 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. 4of5 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 $500,000 or more shall contribute to Project Fresh Start, the County's Welfare to Work initiative. However, if five percent (5'/o) of the firm's work force consists of individuals who reside in Miami -Dade County and who have lost or will lose cash assistance benefits (formerly Aid to Famihes with Dependent Children) as a result of the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, the firm may request waiver from the requirements of R- 702 -98 and R-358-99 by submitting a waiver request affidavit. The foregoing requirement does not pertain to 'government entities, not for. profit organizations or recipients of grant awards. faP-M. DOMESTIC VIOLENCE LEAVE .(Resolution 185-00;'99-5 Codified. At l IA 60 Et. Seq. of the Miami- Dade.County Code). . The firm desiring to do business with the County is in compliance. with Domestic Leave Ordinance, Ordinance 99 -S, codified at 1 IA-60- ct seq. of the Miami Dade- County Code, which requires an employer which has in the regular course o €business fifty (50) or more employees working Miami Dade County for each working day during each of twenty (20) or more m re calendar work weeks in the current or proceeding calendar years, to provide Domestic Violence Leave to its employees. I have carefully read this entire five (5) page document entitled, "Miami -Dade County Affidavits" and have indicated by an "X" all affidavits that pertain to this contract, and have indicated by an "N /A" all affidavits that do not pertain to this contract By,��$ (Signature Affiant) Da e) SUBSCRIBED AND SWORN TO (or affirmed) before me this `, day of 200_2 by �� i �Oa at �0.�,}� . He/She is personally known to me or has presented as identification. (Type of Identification) . (Signature o otary) (Serial Number) Maria M. Menendez (Print or Stamp of Notary) (Expiration Date) . Notary Public — Stamp State of /--% ri �d . Notary Seal (State) Y MARIA M. MENENDEZ s` MY COMMISSION # DD 2719M pp EXPIRES: March 16, 2008 140064=ARY FLNOMV Dbcmait Ass= Co 5of5 SWORN STATEMENT PURSUANT TO SECTION 287.133.(3) (a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES . THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS 1. This sworn statement is submitted to Miapkpade County rant individual'.. ame and title for &Xgh k �- � V (print Name of entity submitting sworn statement) whose business address is tolbo sjw, and if applicable its Federal Employer Identification Number (FEIN is, • 6066 Se3 I If the entity has no FEW, include the Social Security Number of the individual signing this sworn statement:.- , 2. I understand that a apublic entity crime" as defined in paragraph 287.133 (1)(g), Florida, Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transactions of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to public entity or agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misinterpretation: 3. 1 understand .that "convicted" or . "con'victioe as defined , in Paragraph 287.133 (1)(b), Florida StatntE5: means a finding of guilt or 'a conviction of 8 public.. entity .crime, with or without an adjudicatlon of guilt, in any federal or state trial court of record relating tw ebarges 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 contenders. j 4. I understand that an "affiliate" as defined in paragraph 287.133(I)(a), Florida statutes, means: 1. A predecessor or successor of a.persot: convicted of a public entity crime# or Z. 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 of fflate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's. length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. w 1 oft 5. I understand Ahat 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 aie active in management . of an entity. 6. Based on information and belied the statement which I' have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies.) Neither the entity, submitting this sworn statement, nor any of its officers, directors, executives, .partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged. with and convicted of a public entity crime subsequent to July 1,1989. The entity submitting this sworn statement, or one or more of.its officers, directors, executives, partners, shareholders, employees, .members, or agents who are active in the management of the entity, nor any atilt is a of the entity has.been charged with and convicted of a public entity crime subsequent to July 1, 1989: However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that It was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (attach a copy of the final order). I UNDERSTAND THAT THE SUR IISMON OF TffiS FORM TO THE CONTRACTING OFFTCER,FOR THE PUBLIC EN'T`ITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND TEAT I AM REQUIRED TO INFORM THAT PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.417 FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN. THIS FORIVL (Signature)' Sworn to and sabscribed .before me this _ day of a22Gf,a , 20-0T. Personally known 2 L2 ad d OR Produced Identification Notary Public - State of - My commission expires (Type of Identification) (Printed typed or stamped commissioned name 2rnotitry ') Maria M. Menendez a i1�Al A M. MENENI?E2 MYCOMM SSION 0 DD 271979 ENMREB: Match 18, 2= 4AY fLNotaryD Assoaco. 2 aft 2007 Discretionary & Pre - Agreement Land Acquisition. 0 cams' ovens 4bt comuVfftee . safe Pa's' South Miami IDison Property Acquisition Purchase Dison prap". . Minutes of 7112107 Grant Review meeting. Requires $100,000 match. Fiscal Year BUDGET ITEMS 2007 -2008 PLANNING DESIGN PROJECT ADMINISTRATION PRE AGREEMENT SOFT COSTS LANDBLDG ACQUISITION : 100 000 CONSTRUCTION Q 0 TOTAL CONSTRUCTION ® . ART ALLOWANCE (Miami -Dade Only) FIXTURES, FURNITURE, EQUIPMENT OTHER COSTS Q (EXPENDITURE TOTALS 100,1)00 Remarks Minutes of 7112107 Grant Review meeting. Requires $100,000 match. RESOLUTION NO.: 03 -08 -12600 A RESOLUTION OF .THE MAYOR AND CITY COMMISSION OF THE ' C1TY OF SOUTH MIAMI, FLORIDA, AUTHORIZING T14E CITY MANAGER TO EXECUTE AN AGREEMENT WITH.MIAMI -DADE .COUNTY°S .SAFE NEIGHBORHOOD PARKS (SNP) BOND PROGRAM . . IN THE AMOUNT OF $100,000.00 -WITH A MATCH AMOUNT OF $100,000.00, WHICH HAS • . BEEN IDENTIFIED BY * RESOLUTION. NUMBER 202 -07 -12587 UTILIZING ACCOUNT NUMBER 001 - 2100519 -9920 TOWARDS THE ACQUISITION OF THE DfSON PROPERTY; AND PROVIDING FOR AN EFFECTIVE DATE . WHEREAS, the Wyor and City Commission wish to accept the grant from Miami -Dade County's Safe. Neighborhood Packs (SNP) for the Acquisition of the Dison Property, VIIHMEAS; the Mayor and City. Commission agree to match funding In the amount from $900,000.00 from. the prior year's contingency reserve with account number. 001 - 2100 -519 -9920 under Resolutlori 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 With Miami -Dade County's Safe Neighborhood Parks (SNP) towards the Acquisition of the Dison Property. Section • The City Commission authorizes the City Manager to match funding In the amount of and not to exceed $100,000.00 from the 2006 -07's Contingency .Carry-over-with account number 001- 2900- 519- 9920,•In accordance with Resolution No. 202 -07- 12587. Section -3:. The attached exhibits are Incorporated by reference Into this resolWon. PASSED AND ADOPTED the clay of 2008. APPROVED: d CITY CLERIC MAYOR READ AND-APPROVE AS TO F CITY ATTO Inctude Re Nam and Path COMMISSION-VOTE: 5 -0 Mayor Feliu: Yea Vice May"Iscombe, Yea Commissioner Palmer: Yea Commissioner Birts: Yea Commissioner Beckman: Yea FDEP " S,FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM October 10, 2008 Florida Department of Environmental Protection 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 De Charlie Crist Governor Jeff Kottkamp Lt. Governor Michael 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 / SUNCOM 205- 2501. Thank you for your attention to this matter. Sincerely, L--M . .. -Y--I- Mary Ann 4e Community Assistance Consultant Office of Information and Recreation Services Division of Recreation and Parks Mail Station #585 MAL/ M I Ot =4t "More Protection, Less Process '' F07014 (FRDAP Project Number) F7014 (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 2008, 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: Para rah 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 CITY OF SOUTH MIAMI 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 Suxanne'Brantley, Assistant General Counsel, on December 21, 2007 for the use for one year. I 5., Person Author -i ed to Sign Printed Name ctT-c Title Address: 6130 Sunset Drive. South Miami, FL 33143 -5093 Grant orne RESOLUTION NO.: 155 -08 -12752 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, -AUTORIZING THE CITY MANAGER TO EXECUTE A GRANT AMENDMENT WITH THE FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM ADMINISTERED BY THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION FOR ACQUISITION OF THE DISON 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 -ion 9: The Mayor and City Commission authorizes the City Manager to execute a grant - amendment with the Florida Department of Environmental Protection . Se, won 2: The attached Amendment is made a part of the resolution: PASSED AND ADOPTED this / v day of 2008• ATTEST: bfV CLERK READ AND APPROVED AS TO FORM: CITY EY Include File dame and Path APP VED: MAYOR COMMISSION VOTE: 5 -0 Mayor Feliu: Yea Vice Mayor Beasley: Yea Commissioner Wiscombe: Yea Commissioner Palmer. Yea Commissioner Beckman: Yea DEP Agreement No. F7014 CSFA Number: 37.017 CSFA Title: FRDAP FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION FLORIDA RECREATION DEVELOPMENT ASSISTANCE PROGRAM ( FRDAP) PROJECT AGREEMENT (SFY 2006-07) - Acquisition This"PROJECT AGREEMENT is entered int6this � 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 6213-5, Part V, Florida Administrative Code, the partles 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 . fully set forth herein. It is the intent of the DEPARTMENT and the GRANTEE that none of the provisions of section 163.01, 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 - reimbursement/Commencement Documentation Form, DEP Form FPS -A034. 3. All forms hereinafter' referenced may be found at www. de p. state. fI : us/parks /oirs. Further, Ahe.. GRANTEE will also receive all applicable forms for administration of project with GRANTEE's copy of fully executed PROJECT AGREEMENT. DEP Agreement No. F7014, Page 1 of 9 © RC FILE COPY DEP 55-232 (01/05) R ® 4. Within three (3) years from the completion date 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 $200,000.00, 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)(9), 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 hQ://www.dbf.state.fl.us/aadir/FSAAlndex.htmi. 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 9 DEP 55- 232.(01/05) 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. 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- reimburserrient/Commen cement 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 (hereinafter referred to as the PROJECT completion date), at which time all payment requests. and completion. documentation will be DEP Agreement No: 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 apptoval 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 fdr 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 -11, 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 finial 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 5tt', May 5th, 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 Grant Manager Ms. Julie L. Dzell 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 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 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 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 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 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. 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 PROJECTAGREEMENT. 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 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 6.0f 9 DEP 55 -232 (01/05) 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 hftp://dms.mvfiorida.com/dms/purchasinti/convicted suspended discrimin atory complaints 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 -0915. 32. Each party hereto agrees ' -that it shall be solely responsible for the wrongful acts of its employees and agets. 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 Agreement No. F7014, Page 7 of 9 DEP 55 -232 (01/05) t 37. This PROJECT AGREEMENT is not intended nor shall it be construed as granting 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. 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 3 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 By: Division Djr ctor (or sig e) Division of-RecreatIbA 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 a4.,v DEP G ant . a ager Approved 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. Print. d' Narne: �;�„�,�, 6, W``L �t e' Tide:'ln�� Date Address: 6130 Sunset Drive South. Miami, FL $3143 -5093 List of attachments /exhibits included as part of this Agreement: Specify Letter/ Type. Number Description (include number of pages) Attachment 1 Special Audit Requirements (5 Pages) DEP Agreement No. F7414, Page 9 of 9 DEP 55-232 (01/05) ATTACHMENT 1 SPECIAL AUDIT REQUIREMENTS The administration of resources awarded by the Department of Environmental Protection (which may be referred to, as the "Department ", "DEP ", "FDEP" 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 contract/agreement) may be subject to audits and/or monitoring by the Department of Environmental Protection, as described in this attachment. MONITORING 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 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. AUDITS PART Ic 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.. 1. 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. EXHIBIT 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 I, paragraph 1., the recipient shall fulfill the requirements relative to auditee 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, is. 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 internet at h=:/ /12.46.245.173 /cfda/cfda.htni. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. F7014, Attachment 1, Page 1 of 5 DEP 55 -215 (09/04) PART II: STATE FUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes. 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. EXIIIBIT 1 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 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)(d), Florida Statutes, and Chapters 10.550 (local. governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. 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 Flori da Catalog of State Financial Assistance (CSFA), a recipient should access the Florida Single Audit Act website located at btfo1 /state.R.us/fsaa/catalog or the Governor's Office of . Policy and Budget . website located at http- / /www mvflorida com/mvflorida/ government !contracts /opbOffice.html for assistance. In addition to the above websites, the following websites may be accessed for information: Legislature's Website hM: / /www.leg.state.fl.us/, Governor's Website hgR://www.mvflorida.comi, Department of Financial Services' Website hgg://www.dbfztate.fl. and the Auditor General's Website httn://www.state.fLus/audp—en. PART III: OTHER AUDIT REQUIREMENTS (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 ft. e'., the audit is not required by Federal or State laws 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 of such 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.each of the following: REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP 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 - through 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 H 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 111 West Madison Street Tallahassee, Florida 32399 -1450 4. Copies of reports or.management letters required by PART M of this Agreement shall be submitted. by or on behalf of the recipient dir" • ectly 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) S. 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 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- PART V: RECORD RETENTION The 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 shaU 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. F7014, Attachment 1, Page 4 of 5 DEP 55 -215 (09/04) .