97-23111 Reso
RESOLUTION NO. 97-22311
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING
AND AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE FIRST AMENDMENT TO THAT CERTAIN
CONCILIATION AGREEMENT MADE BY AND BETWEEN
THE CITY, DOUGLAS GARDENS COMMUNITY MENTAL
HEALTH CENTER OF MIAMI BEACH, INC., AND THE U.S.
DEP ARTMENT OF HOUSING AND URBAN
DEVELOPMENT, EXECUTED ON JANUARY 22, 1997, IN
SETTLEMENT OF THE LAWSUIT STYLED DOUGLAS
GARDENS COMMUNITY MENTAL HEALTH CENTER OF
MIAMI BEACH. INC V. CITY OF MIAMI BEACH CD.. ET
AL., HUD CASE NO. 04-96-0292-8.
WHEREAS, on January 22, 1997, the Mayor and City Commission approved ard
authorized the Mayor and City Clerk to execute that certain Conciliation Agreement made by ar d
between the United States Department of Housing and Urban Development (HUD), Dough s
Gardens Community Mental Health Center of Miami Beach, Inc., a Florida not for profit corpon.tic n
(Douglas Gardens), and the City of Miami Beach, a Florida municipal corporation (City), on bc::ha f
of itself and the Miami Beach Economic and Community Development Division, formerl) tl e
Community Development Division, the Mayor of the City of Miami Beach, individually, the Mianli
Beach City Commissioners, individually, the Miami Beach City Manager, individually, and Shirlc:: y
Taylor-Prakelt, individually, in settlement of the lawsuit styled Douglas Gardens Community Mcnttl
Health Center of Miami Beach. Inc. v. City of Miami Beach CD.. et aI., HUD Case No. 04-96-0:~9:-
8 (the Lawsuit); and
WHEREAS, HUD, Douglas Gardens, and the City have agreed to amend the Concili2tic n
Agreement in the manner set forth in the attached First Amendment; and
WHEREAS, the attached First Amendment incorporates changes recommended by HUll,
and HUD's final approval of the Conciliation Agreement settling the above-captioned Lawmi t.
requires the approval and execution of the First Amendment by the parties.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CIITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City
Commission herein approve and authorize the Mayor and City Clerk to execute the attached Fir:t
Amendment to that certain Conciliation Agreement made by and between the City, Douglas Gar< leI S
Community Mental Health Center of Miami Beach, Inc., and the U.S. Department of Housing ani
Urban Development, executed on January 22, 1997, in settlement of the lawsuit styled Dou~lL~
Gardens Community Mental Health Center of Miami Beach. Inc. v. City of Miami Beach C.D.uJ.1
aI., HUD Case No. 04-96-0292-8.
PASSED AND ADOPTED this 5th day of
L~
ATTEST:
206~f~
CITY CLERK
RJAlkw
f:\atto\agur\resos\dg I amnd. res
APPROVED AS 10
FORM & lANGUAGE
& FOR EXECUTION
14,ff!!!L ~~I
2
FIRST AMENDMENT TO THE CONCILIATION AGREEMENT IN THE CASE sn U:D
DOUGLAS GARDENS COM:MUNITY MENTAL HEALTH CENTER OF MIAMI BEi~EL
mc V. CITY OF MIAMI BEACH CD.. ET AL., HUD CASE NO. 04-96-0292-8
TIllS FIRST AMENDMENT, made and entered into as ofthis5 tt\day of M ~/)) ,
1997 (the "First Amendment"), amends that certain Conciliation Agreement made by and betwfen
the United States Department of Housing and Urban Development ("HUD"), Douglas Gardt ns
Community Mental Health Center of Miami Beach, Inc., a Florida not-for-profit corporati:m
("Douglas Gardens"), and the City of Miami Beach, a Florida municipal corporation ("City"), In
behalf of itself and the Miami Beach Economic and Community Development Division, forl1e:~ly
the Community Development Division, the Mayor of the City of Miami Beach, individuall:!, he
Miami Beach City Commissioners, individually, the Miami Beach City Manager, individually, 20d
Shirley Taylor-Prakelt, individually, executed on January 22, 1997, in settlement of the case :;ty ed
Douglas Gardens Community Mental Health Center of Miami Beach, Inc. v. City of Miami Be, ch
CD et al , HUD Case No. 04-96-0292-8.
WITNESSETH:
WHEREAS, HUD, Douglas Gardens, and the City have agreed to amend the Concilati In
Agreement in the manner set forth herein.
NOW THEREFORE, in consideration of the mutual promises contained herein a ad
contained in the Conciliation Agreement, which this First Amendment amends in part, and otler
good and valuable consideration, the receipt and sufficiency of which are hereby acknowle ig,:d,
HUD, Douglas Gardens, and the City, intending to be legally bound, hereby agree as follows
1. This First Amendment is executed in connection with, and is deemed to be a pert )f,
the Conciliation Agreement. Wherever the terms of this First Amendment and the terms of 1 he
Conciliation Agreement are in conflict, the terms of this First Amendment s~all govern and co ntr )1.
The terms used herein, unless otherwise defined in this First Amendment, shall have the meanir gs
ascribed to them in the Conciliation Agreement.
2. The following header is hereby deleted from the Conciliation Agreement at p,.ge 1,
Exhibit E at page 1, Exhibit F at page 1, Exhibit G at page 1, Exhibit H at page 1, and Exhib [t I at
page I: "TIllS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT' i~O
THE ATTORNEY WORK PRODUCT DOCTRINE. TIllS DOCUMENT IS EXEMPT FROM THE PLBIIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.c. ~ 5521 b),
AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTION 119.07,3),
FLORIDA STATUTES (1996)."
3.
follows:
Paragraph 2 of the Conciliation Agreement is hereby amended in its entirety as
2. Provisions for the Public Interest.
In order to assure that the public interest is protected, the City, without
admitting to any violation of the Fair Housing Act, agrees to continue to work with
HUn to identify and resolve potential impediments, if any, and to administer the
programs and activities related to housing and urban development in a manner
affirmatively to further the policies of fair housing. Notwithstanding the foregoing,
BUD, Douglas Gardens, and the City acknowledge and agree that nothing contained
in this Conciliation Agreement shall be deemed or construed to create a private right
of action under the Fair Housing Act or any other Federal law by any persons or
entities other than BUD, Douglas Gardens, or the City, where such private right of
action does not presently exist as of the date hereof. In the event that the City does
not adopt the Certificate of Consistency Resolution (as hereinafter defined), the
Settlement Award Resolution (as hereinafter defined), and the Consolidated Plan
Resolution (as hereinafter defined), BUD, Douglas Gardens, the City, and the Miami
Beach Economic and Community Development Division shall return to the status
quo existing prior to the execution of the Conciliation Agreement, and said parties
may seek all available legal and equitable remedies.
4.
follows:
Paragraph 14 of the Conciliation Agreement is hereby amended in its entirety as
14. Venue.
As between Douglas Gardens and the City, this Agreement shall be
construed in accordance with the laws of the State of Florida, and the venue for any
action at law or in equity solely between Douglas Gardens and the City which arises
under this Agreement, shall be in the Circuit Court of the Eleventh Judicial Circuit
in and for Dade County, Florida. The venue for any action at law or in equity arising
under this Agreement in which HUD is a party shall be in the Federal District Court
for the Southern District of Florida.
5. The following paragraph is hereby inserted at the end of, and as a part of, par2grLph
16 of the Conciliation Agreement:
Nothing in this Conciliation Agreement shall abrogate, reduce, or
affect the duties, responsibilities, or authorities of BUD in the enforcement of the
Fair Housing Act, the Housing and Community Development Act of 1974, as
amended, or any other law or regulations enforced by BUD. HUD transmitted
formal approval of the Consolidated Plan to the City in correspondence dated
2
October 25, 1995. Approval of this Conciliation Agreement does not constitute
further HUD approval or endorsement of the Consolidated Plan as a whole beyond
the specific terms of the Conciliation Agreement. Any further HUD approval of the
remainder of the Consolidated Plan shall be in accordance with the applicable
regulations and procedures governing such Plans.
6.
page 2:
The following language is hereby deleted from Exhibit E at page 2 and Exhibit G at
ORDER CONFIRMING STIPULATION
The stipulation of the parties be and the s
DONE AND ORDERED this/ tJ day of
y confirmed and ratified.
1997.
7. Except as expressly provided hereinabove, all of the terms, conditions, covenan:s,
agreements, and understandings contained in the Conciliation Agreement shall remain unch2ng::d
and in full force and effect, and the same are hereby expressly ratified and confirmed by HU),
Douglas Gardens, and the City.
IN WITNESS WHEREOF, this First Amendment is entered into as of the day and yea~ fi'st
above written.
WITNESSES:
DOUGLAS GARDENS COMMUNITY MENTAL
HEALTH CENTER OF MIAMI BEACH, INC., a
Florida not-for-profit corporation
Wif&~
Ul~t\- 0() t I Ie
Print ame
By:
Print Name:
Title:
~&:e
Print Name
3
ATTEST:
~bcrf~
City Clerk
APPROVED AS TO FORM A
LANGUAGE AND FO CUTION:
Date
APPROVED AS TO
FORM & LANGUAGf
& FOR EXECUTlON
1if!1fL 34~~
We r~ommend approval of this First Amendment to the Conciliation Agreement:
~~ .
(\, ~ 3\';\<1)
Conciliator (Date)
Desmond A. Pridgen
.~j<
I
I
,
,_~~,,\~'-,-=\ C~( l ',-,~' ,-,1- .
Dale Rhines
Acting Director
Enforcement Branch
Fair Housing Enforcement Center
'-', \ \ ,A t i-
1
(Date)
Approved on behalf of the Department
<i~~-r f? f~(Datfo/tl /
Director
Fair Housing Enforcement Division
Fair Housing Enforcement Center
MIA9510/139728-1
4
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO TIn
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUBLIC
lNSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.c.
~ 552 (b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTJON
119.07(3), FLORIDA STATUTES (1996).
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT
OFFICE OF FAIR HOUSING ENFORCEMENT
DOUGLASGARDENSCO~TY
l'vfENTAL HEALTH CENTER OF MIAMI
BEACH, INe. a Florida Not-for-Profit
Corporation,
. CASE NO. 04-96-0292-8
Complainant,
vs.
CITY OF MIAMI BEACH, a Florida
Municipal Corporation, MIAMI BEACH
ECONOMIC AND CO~TY
DEVELOPl'vfENT DIVISION, MAYOR
OF THE CITY OF MIAMI BEACH,
Individually, MIAMI BEACH CITY
COM1vfISSIONERS, Individually, MIAMI
BEACH CITY MANAGER, Individually,
and SHIRLEY T A YLOR-PRAKEL T,
Individually,
CONCILIATION AGREEMENT
Respondents.
/
This Conciliation Agreement is entered into by and between the United States
Department of Housing and Urban Development ("Department"), Douglas Gardens CommuIlit3
Mental Health Center of Miami Beach, Inc., a Florida not-for-profit corporation ("Douglas
Gardens"), and the City of Miami Beach, a Florida municipal corporation C'City"), on behalf Df
itself and the Miami Beach Economic and Community Development Division, formerly the
Community Development Division, the Mayor of the City of Miami Beach, individually, the
Miami Beach City Commissioners, individually, the Miami Beach City Manager, individually,
and Shirley Taylor-Prakelt, individually.
Conciliation Agreement
1/17/97
Page 1 of 12
WHEREAS, Douglas Gardens filed a complaint with the Department of Housing and
Urban Development ("HUD") on May 29, 1996, styled Dou~las Gardens Community Mental
Health Center of Miami Beach, Inc. v City of Miami Beach e.D et al HUn Case No 04-S6-
0292-8 (the "Dispute"), alleging violations of the Fair Housing Act, as amended, 42 USe.
~~ 3601-3619 (1989).
WHEREAS, the Department and the parties hereto wish to reach a just resolution of:hE
Dispute, and to reach a full, equitable and final settlement of all matters arising out of the
Dispute.
NOW THEREFORE, for and in consideration of the mutual promises hereinafter set
forth, and other good and valuable consideration in hand paid, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Recitals.
The foregoing recitals are true, accurate and correct and are incorporated hen:in by
this reference.
2. Provisions for the Public Interest.
In order to assure that the public interest is protected, the City, without admit1 In);
to any violation of the Fair Housing Act, agrees to take such affirmative action as may be
necessary to assure the elimination of discriminatory housing practices and the prevention of
their occurrence in the future, including, but not limited to the following: the City agrees to
comply with all Federal fair housing laws. Notwithstanding the foregoing, the City and Dou~la~
Gardens acknowledge and agree that nothing contained in this Conciliation Agreement shall be
deemed or construed to create a private right of action under the Fair Housing Act or any otfer
Federal law, where such private right of action does not presently exist as of the date hereof. In
the event that the City does not adopt the Certificate of Consistency Resolution (as hereinaftE,r
defined), the Settlement Award Resolution (as hereinafter defined), or the Consolidated Plan
Resolution (as hereinafter defined), Douglas Gardens, the City, and the Miami Beach Economic
and Community Development Division shall return to the status quo existing prior to the
execution of the Conciliation Agreement, and said parties may seek all available legal and
equitable remedies.
3. City Obligations.
The City agrees as follows:
A. The Mayor and City Commission shall consider the adoption of a
resolution ("Certificate of Consistency Resolution") at the March 5, 1 S'9i
City Commission meeting authorizing the Miami Beach City Manager to
Conciliation Agreement
1/17/97
Page 2 of 12
issue a Certificate of Consistency with the City's Consolidated Plan to
Douglas Gardens for the "Mayfair Project" as described in Douglas
Gardens' "Response to the City's RFP for CDBG funding for FY
1996/1997 [Program Year 22]," dated March 15, 1996 (CDBG RFP
Proposal #7) (the "Mayfair Project"), which is located at 1960 Park
Avenue, Miami Beach, Florida. In the event that said City Commission
meeting is rescheduled or otherwise postponed, the Mayor and City
Commission shall consider the adoption of said Certificate of Consistenc y
Resolution at the next scheduled meeting of the City Commission.
B. The Mayor and City Commission shall consider the adoption of a
resolution ("Settlement Award Resolution") at the March 5, 1997 Ciu
Commission meeting, following the completion of a public comment
period commencing January 30, 1997 and ending March 3, 1997 (SUC1
comment period being required pursuant to 24 C.F.R. S 91.105( c) (199:)
to amend the Consolidated Plan as it pertains to the Action Plan for FY
96/97), authorizing the City to approve the execution of a HONfE
Investment Partnerships Program Agreement, in substantially the foml
attached hereto as Exhibit A ("HONfE Agreement"). In the event tha: tl e
Settlement Award Resolution is adopted, the Settlement Award Resouton
shall provide in its terms that the Settlement Award Resolution shall not
become effective unless and until: (a) Douglas Gardens submits all
information regarding the Mayfair Project required by 24 C.F.R. Part~ 9
and 92 (the "HONfE Program Rule") and any Notices issued by HUD
related thereto, to the reasonable satisfaction of the Miami Beach
Economic and Community Development Division, in order for the City t)
fulfill its management obligations, pursuant to the HONfE Program Rule
and any Notices issued by HUD related thereto; (b) Douglas Gardens
enters into a binding agreement, in a form reasonably satisfactory to the
Miami Beach Economic and Community Development Division, in
substantially the form attached hereto as Exhibit B, to purchase the
building located at 1960 Park Avenue, Miami Beach, Florida (the
"Building") for the Mayfair Project (the "Purchase Agreement") withi:1
180 calendar days from the date of execution of this Conciliation
Agreement; and (c) Douglas Gardens agrees to: (i) commence
construction, as defined in the HONfE Agreement, on the Mayfair Prcje, t
within twelve (12) months from the date of execution of the HONfE
Agreement by Douglas Gardens; (ii) verify to the reasonable satisfaction
of the City, that commencement of construction is reasonably expected t;)
occur on the Mayfair Project within said twelve (12)-month period,
evidenced by the issuance of a building permit; and (iii) refund to the Cit (
the HONfE Funds paid by the City to Douglas Gardens in the event t1: at
Douglas Gardens fails to commence construction within such twelve ~.12)-
Conciliation Agreement
1 !l 7/97
Page 3 of 12
month period. Douglas Gardens shall execute the HONfE Agreement pr or
to the date of closing on the purchase of the Building. The City shall
execute the HONfE Agreement within forty-five (45) calendar days afer
Douglas Gardens completes the requirements set forth in subparagrap 11S
3B(a), (b), (c)(i), and (c)(ii) oftms Conciliation Agreement. The HOr,([E
Agreement shall provide for the commitment of exclusively uncommiuec
HOrviE Investment Partnerships Program funds in the amount of Seven
Hundred and Fifty Thousand and Noll 00 Dollars ($750,000.00) (the
"HOrviE Funds") to be paid by check made payable to Douglas Gardels
and to be delivered to Douglas Gardens by the City at the closing of the
transaction set forth in the Purchase Agreement or in such other manner Jr
at such other time as the parties may reasonably agree, provided that
Douglas Gardens provides notice to the City no less than fifteen (15)
business days prior to the date of said closing. The HOrviE Funds are to be
used by Douglas Gardens, to the extent of such amount, solely for the
purchase of the Building as such purchase relates to the Mayfair Proje::t,
and the HOrviE Agreement shall specify the payment terms. In the eVI:nt
that said City Commission meeting is rescheduled or otherwise postpc ne i,
the Mayor and City Commission shall consider the adoption of said
Settlement Award Resolution at the next scheduled meeting of the City
Commission.
In the event that the City makes any payments to Douglas Gardens
pursuant to the terms of the Settlement Award Resolution, and therea:te ,
on or before December 31, 1997, any government or private sources ,.gr:e
to award Douglas Gardens funds for the Mayfair Project, Douglas Gard( ns
shall refund such payments made by the City to the extent that such fundi
from government or private sources, when combined with the payment
from the City pursuant to the Settlement Award Resolution and the total
funds available to Douglas Gardens as identified in Douglas Gardens'
Mayfair project cost sharing budget attached hereto and incorporated
herein by this reference as Exhibit C (the "Cost Sharing Budget"), exco:e(
the total project cost for the Mayfair Project, to include the contingenl:y'Or
unforseen conditions, as shown in Douglas Gardens' project cost
pro forma, as identified in Exhibit D attached hereto and incorporated
herein by this reference (the "Project Cost Pro Forma"), provided howe\ er,
that such refund shall not exceed the sum of the payments made to
Douglas Gardens by the City. Douglas Gardens shall issue cashier's
checks for any such refund to the City made payable to the City ofMiiIIJ.
Beach within five (5) business days of receipt of such awarded funds, ill(
deliver same to the City to the attention of the City Manager.
Conciliation Agreement
1/17/97
Page 4 of 12
In the event that the City has not issued any payments to Douglas Gacdl ns
pursuant to the Settlement Award Resolution and the City has otherwisl:
complied with the terms and conditions hereof and, on or before
December 3 I, 1997, any government or private sources agree to award
Douglas Gardens funds for the said Mayfair Project which, when
combined with the payments from the City pursuant to the Settlemen'.
Award Resolution and the total funds available to Douglas Gardens as
identified in the Cost Sharing Budget, exceed the total project cost, as
shown in the Project Cost Pro Forma, the City shall be entitled to a seta ff
of any amount due hereunder to the extent of the funds awarded to
Douglas Gardens by any government or private sources.
C. The Mayor and City Commission shall consider the adoption of a
resolution ("Consolidated Plan Resolution") at the March 5, 1997 City
Commission meeting, following the completion of a public comment
period commencing January 30, 1997, and ending March 3, 1997, such
comment period being required pursuant to 24 C.F.R. ~ 91.105(c) (19S 5),
to amend the City of Miami Beach's Consolidated Plan (the "Plan") a~: it
pertains to:
1. the approval of Special Needs Housing (as defined in the Plan) a 1
a case-by-case basis, in the following manner:
The language "when there is community support" shall be rea: ov ed
from the sentence, "Special needs housing can be considered on l
case-by-case basis when there is community support," which
appears at page v of the Plan; the language" and community
support" shall be removed from the sentence, "All SRO,
emergency shelter and homeless initiatives will require a Plan
Consistency Review as outlined earlier and community SUPPOlt, II
which appears at page 6-17 of the Plan; the word "both" and the
language "and community support" shall be removed from the
sentence, "Without both an approved Consistency Review and
community support no project will be approved," which appears at
page 6-17 of the Plan; the language "when there is community
support" shall be removed from the sentence, "Special needs
housing will be considered on a case-by-case basis when there is
community support," which appears at page 7-55 of the Plan; an i
the language "when there is community support" shall be remOVl d
from the sentence, "Special needs housing can be considered on l
case-by-case basis when there is community support," which
appears at page 3 of the Commission Memorandum No. 645-95,
dated July 26, 1995, attached as an appendix to the Plan.
Conciliation Agreement
1117/97
Page 5 of 12
2. the funding of SRO units (as defined in the Plan), in the followin~
manner:
The following language shall be removed from the Plan: "No
shelter or SRO units will be funded due to the substantial
commitments in these areas made in previous years," which
appears at pages iv and v of the Plan; "no shelter, or SRO unit; \' ill
be funded due to the substantial commitments in these areas mad:
in previous years," which appears at page 3 of the Commissior.
Memorandum No. 645-95, dated July 26, 1995, attached as an
appendix to the Plan; and "The Consolidated Plan modificatior.
proposed will not allow any additional shelters or SRO units it: t1 e
future," which appears at page 8 of the Commission Memoranju n
No. 645-95, dated July 26, 1995, attached as an appendix to tbe
Plan.
In the event that said City Commission meeting is rescheduled or
otherwise postponed, the Mayor and City Commission shall consider
adoption of said Consolidated Plan Resolution at the next scheduled
meeting of the City Commission.
D. The City shall deliver to Douglas Gardens certified copies of the
Certificate of Consistency Resolution, the Consolidated Plan Resolution,
and the Settlement Award Resolution as adopted and shall deliver to tle
Escrow Agent the Conditions Precedent Notice no later than five (5)
business days after the later to occur of: (a) the adoption by the City
Commission of the Certificate of Consistency Resolution, (b) the adop tic n
by the City Commission of the Consolidated Plan Resolution, or (c) the
adoption by the City Commission of the Settlement Award Resolution.
4. Douglas Gardens Obligations.
A. As a condition precedent to the City's obligation to perform any of the
requirements in paragraph 3, Douglas Gardens shall:
(1) Execute the Joint Stipulation of Dismissal with Prejudice, as tc tl e
City and the Miami Beach Economic and Community
Development Division, of the complaint with the Department of
Housing and Urban Development ("HUD"), styled Douli:las
Gardens Community Mental Health Center of Miami Beach Ir~ v.
City of Miami Beach C D et al HUn Case No 04-96-0292-6-
(the "Dismissal"), in the form attached hereto and incorporated b I
this reference herein as Exhibit E, and deliver the Dismissal to tht
Conciliation Agreement
1/17/97
Page 6 of12
Escrow Agent (as hereinafter defined) contemporaneously wi1h 1 he
execution hereof
(2) Execute a General Release, releasing the City, the Miami Beach
Economic and Community Development Division, and the City's
employees, agents, representatives, and officers, from any and al
demands, suits, claims, bond rights and liens of Douglas Gardl.~m
involving, arising out of, or relating to the subject matters of the
complaint with HUD, styled Douglas Gardens Community Mentll
Health Center of Miami Beach. lnc v City of Miami Beach CJ2.
et al.. HUD Case No.' 04-96-0292-8, in the form attached hereto
and incorporated by this reference herein as Exhibit F and delive]
the General Release to the Escrow Agent (as hereinafter defined
contemporaneously with the execution hereof
(3) Execute the Second Joint Stipulation of Dismissal with Prejudice:,
as to the Mayor of the City of Miami Beach, individually, the
Miami Beach City Commissioners, individually, the Miami Be,lel
City Manager, individually, and Shirley Taylor-Prakelt,
individually, of the Complaint with HUD, styled Dou~las Gar(~,..S
Community Mental Health Center of Miami Beach, lnc v CitjU: f
Miami Beach C D et al HUD Case No 04-96-0292-8 (the
"Second Dismissal") in the form attached hereto and incorporate i
by this reference herein as Exhibit G. Douglas Gardens shall
deliver the original executed Second Dismissal to the City
contemporaneously with the execution hereof
(4) Execute the Second General Release, releasing the Mayor of the
City of Miami Beach; the Miami Beach City Commissioners; the
Miami Beach City Manager; Shirley Taylor-Prakelt, the former
Miami Beach Community Development Director; and the City's
employees, agents, representatives, and officers, from any and al
demands, suits, claims, bond rights and liens of Douglas Gardem
involving, arising out of, or relating to the subject matters of t le
complaint with HUD, styled Douglas Gardens Community M~m II
Health Center of Miami Beach lnc v City of Miami Beach CJ2.
et al., HUD Case No. 04-96-0292-8, in the form attached herdo
and incorporated by this reference herein as Exhibit H. Douglas
Gardens shall deliver the original executed Second General
Release to the City contemporaneously with the execution hereo ~
Conciliation Agreement
1/17/97
Page 7 of 12
B. Douglas Gardens shall:
(I) Enter into the Purchase Agreement within 180 calendar days fI'or 1
the date of execution of this Conciliation Agreement.
(2) Close on the purchase of the Building pursuant to the Purchas,.~
Agreement in connection with the Mayfair Project within two
hundred forty (240) calendar days from the date of execution of 1 he
Purchase Agreement.
(3) Commence construction on the Mayfair Project within twelve (1: )
months from the date of execution of the HONfE Agreement.
(4) Pay for any and all relocation assistance costs for then existing
tenants or occupants of the Building, as required by 42 U.s.c.
994601-4655 (1996) and 49 C.F.R. Part 24 (1995), in the event
that displacement of such tenants or occupants should occur a~: tl e
result of the rehabilitation, demolition, code enforcement, or
acquisition of the Building for or in connection with the Mayfair
Project.
5. Tolling of Period for Satisfaction.
The time period for satisfaction of the City's obligations as defined in paragraph
above and, correspondingly, Douglas Garden's obligations as defined in paragraphs 3 and 4
above, shall be tolled in the event of an appeal of any action of the City until all appeals have
been withdrawn or dismissed or final action or adjudication by all courts and governmental
agencies asserting jurisdiction over the matter has taken place and a final judgment has been
rendered on all such appeals.
6. Appeals.
Douglas Gardens shall not itself, or cause others to, appeal any actions that are
taken by the City that accomplish any of the City's obligations under this Conciliation Agreemer t
as set forth in paragraph 3 above. Nothing contained in this Conciliation Agreement shall
abrogate Douglas Gardens' rights to appeal any actions of the City that fail to accomplish the
City's obligations as set forth in paragraph 3 above.
7. Escrow.
The Release and Dismissal shall be held in escrow by Steel Hector & Davis LLP
as Escrow Agent (the "Escrow Agent"), and shall be released to the City, pursuant to the Escro N
Agreement attached hereto and incorporated by this reference herein as Exhibit 1.
Conciliation Agreement
1/17/97
Page 8 of 12
8. Reconsideration of Consolidated Plan Language.
The City shall take such further action as may be necessary to place on the Man ,i
Beach City Commission's agenda for reconsideration in the Consolidated Plan renewal period
commencing October 1, 1998 the following language as it appears in the Consolidated Plan;
provided however, nothing contained in this Paragraph 8 shall be deemed or construed to be a
limitation on any remedy that Douglas Gardens may have on any project unrelated to the Mayf,ir
project: "All requests for Certificates of Consistency or Section 213 Letters of Support will
require City Commission review and approval," such language appearing at page iv of the Plan
and at page 3 of the Commission Memorandum No. 645-95, dated July 26, 1995, attached a:; a 1
appendix to the Plan. Said reconsideration should include, but not be limited to, changing th~
language to: "All requests for Certificates of Consistency or Section 213 Letters of Support wi I
require City Manager review and approval."
9. Construction.
The terms and provisions of this Agreement shall not be construed more stric11y
against one party than against the other party merely by virtue of the fact that this Agreemem hts
been prepared by counsel for one of the parties. It is acknowledged that each party has
contributed substantially and materially to the preparation of this Agreement.
10. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties'
successors and assigns.
11. Amendment.
No change to the provisions of this Agreement shall be binding upon the parti ~s
unless made in writing and signed by the party to be bound thereby.
12. Severability.
If any provision of this Agreement is declared null, void, invalid or unenforcecbII
pursuant to a final, non-appealable order of a court of competent jurisdiction, then, if reasoncbl: .
possible, taking into consideration the intent and purpose of the parties in entering into this
Agreement, the remainder of this Agreement shall continue to remain in full force and effect.
13. Waiver.
No act or failure to act by either party to this Agreement shall be deemed to
constitute a waiver of any provision of this Agreement. Any express waiver by either party tl)
this Agreement of a breach of any provision of this Agreement shall not operate or be constmec
Conciliation Agreement
1/17/97
Page 9 of 12
as a waiver of any preceding or subsequent breach. No failure of either party to this Agreemen
to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy l,y
either party to this Agreement preclude any other or further exercise of such right, power or
remedy or the exercise of any other right, power or remedy under this Agreement.
14. Venue.
This Agreement shall be construed in accordance with the laws of the State o~
Florida. The venue for any action at law or in equity arising under this Agreement shall be in
Dade County, Florida.
15. Merger.
This Agreement contains the entire understanding among the parties concernilg
the subject matter hereof and supersedes any prior understandings, negotiations, or agreements
between them concerning the subject matter hereof.
16. Departmental Review.
Subject to the provisions of S 814 (b) (2) of the Fair Housing Act, as amended, ,2
U.s.e. S 3614 (b) (2), and in accordance with the Provisions of24 e.F.R. S 103.335, the
Department may, from time to time, review compliance with this Conciliation Agreement, anj, f
necessary, recommend to the Attorney General that a civil action be filed to seek the enforceme It
of any of the terms set forth herein.
17. General Provisions.
A. The terms set forth herein are contractual and not merely recitals.
B. The parties hereto state that they have read and fully understand the
significance of the terms set forth herein and have executed this
Conciliation Agreement voluntarily, with the advice of counsel.
e. All signatories to this Agreement certify that they have authority to en :er
into this legally binding Agreement.
Conciliation Agreement
1/17/97
Page 10 of 12
D. This Conciliation Agreement may be executed in counterparts, each
counterpart of which shall, for all purposes, be deemed to be an original,
and all such counterparts together shall constitute one and the same
Conciliation Agreement
IN WITNESS WHEREOF, the parties have e~u;ed Jhis fonciliation Agreement as of
the date first writterit:J:J'~ p "-'" f1
WITNESSES: ~~D/9~+~ DOUGLAS GARDENS COMMUNITY MENTi'i,.L
( 17' i'l HEALTH CENTER OF MIAMI BEACH, IN(~., a
. ::nda D::lo~ation
Print Name: )/'W/t:Z... ~1t1Oc.t
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Wi~s
eVt/!J F ~er~1I
Print Name
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ATTEST:
J?ob~ ~~
City Clerk
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APPROVE~A S TO FORM AND
CORREC~~S:
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City Attorney
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Title:
c=j{ec.V77o/~ ~/JC'a ~e
Date of Execution: Januar 22, 1197
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V~/9'l (Cf I j:p!C)
I_I'~
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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City 1
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Da'te
Conciliation Agreement (~ ~ 1
1/17/97
P'gdlof12 ~ )>;01'17
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We recommend approval of this Conciliation Agreement:
~\8 ~-~ ~')\(n
Conciliator (Date)
Desmond A. Pridgen
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Dale Rhines
Acting Director
Enforcement Branch
Fair Housing Enforcement Center
(Date)
Approved on behalf of the Department
ri!f~ ()~ ~//~qy
hirley J. Wilkins C/ (D te)
Director
Fair Housing Enforcement Division
F air Housing Enforcement Center
MIA951O/97872-2
Conciliation Agreement
1117/97
Page 12 of 12
NOTE: THIS AGREEMENT IS BASED ON THE INTERJM HOME INVEST~ENT
PARTNERSHIPS PROGRAM HOME RULE, 24 CFR PART 92. DATED JULY 1:2, 1995.
AND MAY NOT INCORPORATE ALL CHANGES CONTAJNED IN THE FINAL 11'-fOME
RULE, 24 CFR PART 91 AND 92, EFFECTIVE OCTOBER 16. 1996. THE CITY
RESERVES THE RIGHT TO REVISE THE AGREEMENT TO COMPLY WITH THE FINAL
HOME RULE, EFFECTIVE OCTOBER 16,1996. AS AMENDED.
PROJECT AGREEMENT
THIS AGREEMENT, entered into this _ day of J 1996 by and between the CITY OF MIAMI
BEACH, a Florida municipal corporation, hav;ng its principal office at 1700 Q)nvention Center Drive,
Miami Bead1, Florida, (hereinafter referred to as City), and the DOUGLAS GARDENS COMMUNITY
MENTAL HEALTH CENTER OF MIAMI BEACH, INC., a Florida Not-for-Profit Q)rpOfClltic1, with
offices located at 701 Lincoln Road, Miami Beach, Florida (hereinafter referred to as OGCMHC).
WlTNESSETH:
WHEREAS. the U.S. Department of Housing and Urban Development (HUD) h,as issued
rules providing for the utilization of Federal funds in the provision of affordable housing 'or low
income persons under the HOME Investment Partnerships Act (HOME); and
WHEREAS, the City has established a HOME Investment Partnerships Program unler the
HUO rules, whid1 provides financial assistance for the purpose of providing affordable housin~ within
the City: and
WHEREAS, the City has determined the necessity for providing affordable housing in t.le City
through its ConsoCldated Plan, which was adopted by Resolution No. ~21670, on July 26, 19 ~5 and
its One- Year Action Plan for FY 1996197 Federal Funds adopted by Resolution No. 96-22~i,6 I In July
3,1996;and
WHEREAS, OGCMHC certifies that it possesses the legal authority to enter into this
Agreement, by way of a resolution, motion, or similar action that has been duly adopted or lassed
as an official act of the DGCMHC governing body, authorizing the execution of this A~ilre~ment,
induding all understandings and assurances contained herein, and authorizing the person id<<ntified
as the official representative of OGCMHC to act in connection with this Agreement and 10 ~rovide
such additional information as may be required: and .
WHEREAS, it is acknowfedged and agreed that funds to be granted to OGCMHC dE'!ri.. e from
Federal funds appropriated to the City by HUO, for the uses and purposes herein refem'ido and,
accordingly, it is acknowledged and agreed that this Agreement is entered into in compliance by the
parties with all applicable provisions of Federal, State and local laws, statues, rules and requl3tions;
and
NOW, THEREFORE, in consideration of the mutual promises contained herein, the ,arties
hereto agree as follows:
1
ARTICLE I
DEFINITIONS
As used in this Agreement the terms listed below shall have the follo-Mng meanings:
(a) HOME: HOME Investment Partnerships Program, 24 CFR Part 91 and 92, as ame1ded.
(b) HUO: United States Department of Housing and Urban Development.
(c) Funds: HOME Program funds.
(d) Terms defined in lJ1e HOME Investment Partnerships Program Final Rule, 24 CFH Parts 91
and 92, September 16, 1996, and any amendments thereto: Any term defined in tI,e HOME
Investment Partnerships Program rule, not otherwise defined in this Agreement, shall h.we the
meaning set forth in said rule.
(e) Commence construction: WO(1( shall be considered to have commenced when, in the 'lpinion
of the City, a full complement of workers and equipment is present at the site of the Prcject to
diligently incorporate materials and equipment into the structure throughout the day or edcf1 full
working day, weather permitting.
ARTICLE II
ALLOCA TION OF HOME FUNDS
The City agrees to allocate HOME funds to DGCMHC in the ar10lnt of
. ($ ) (referred to herein as the ~HOME Funds" or the "Fun,js'l. The
Funds will be used by Douglas Gardens solely for the acquisition of the Mayfair Hotel, lcelled at
1960 Park Avenue, Miami Beach, Florida, a three-story building consisting of 42 zero-bedrcon units.
DGCMHS currently leases the Mayfair Hotel and is providing rental housing for its low and vl;~'ry-Iow
income dients. The Mayfair Hotel -Mil continue in its present use and will be rehabilitated ai more
fully described in the Scope of Services (Exhibit A), and Budget (Exhibit B), attached Ilereto.
OGCMHC agrees that it will execute a Restrictive Covenant with the City that w;U jel,ail the
restrictions imposed upon OGCMHC in consideration for the Funds provided for the Ma)1ai" Hotel
that will be recorded in the Official Records of Dade County Florida.
ARTICLE III
PROGRAM INCOME
DGCMHC agrees that any program income generated from the use of HOME funds under
this Agreement, will be identified and prorated in accordance with the HOME Regulation!, 24 CFR
Part 91 and 92, as amended.
ARTICLE IV
SPECIAL PROVISIONS APPLICABLE TO FUNDS PROVlDED UNDER THE HOME PRO<i~M
OGCMHC expressly agrees to the following terms and conditions in conformity with 2 I CFR
Parts 91 and 92:
(a) Affordability Period. The period of time HOME assisted units must remain affo'dable
is in accordance -Mth 24 CFR 92.252 or 24 CFR 92.254 as applicable, or the term of a HUD if sured
mortgage, whichever period occurs later. The funds, in accordance with the Scope of Services
(Exhibtt A) and Budget (Exhibit B). shaD be repaid to the City in the event the housing does no meet
the affordability requirements fOf the specified time period in accordance with 24 CFR Part 92.~03(b).
(b) Repayment of Funds; Transfer of Title. The Funds (which definition shall in<::Ju je the
allocation of any additional funds that may be provided by the Crty in the future as a re~;u~ of an
2
amendment 0( modification of this Agreement) shall be repaid in their entirety if the HOM::: l nits do
not meet the affordability requirements for the speofied time period, in accordance wHh thll~ terms
of this Agreement and the Regulations. Any violation of the affordability requirements may at the
City's option, result in the entire amount of the Funds, as indicated in Article II or as sut: se ~uently
amended or modified, to be returned and/or otherw;se repaid by DGCMHC to the City. r1e City
reserves the right to review the affordability requirements, as set forth herein. Concurrent Nith its
execution of this Agreement and/or any projectS pursuant to this Agreement, DGCMHC sh.=1I E'xecute
a Restrictive Covenant incorporating the terms of this section.
(c) Rent Umitation. HOME assisted rental units will bear rents in accordance wilh ;4 CFR
92.252.
(d) Rent schedule and utility allowances. In accordance with 24 CFR 92.252(b) :c) and
(d), the City must review and approve rents and the monthly utility anowances proposed by ~:he: owner
prior to initial OCOJpancy. OGCMHC must reexamine and dOOJment the income of each tenart living
in the HOME assisted units at least annually. The maximum monthly rent must be recalcul.ated by
DGCMHC and reviewed and approved by the City annually.
(e) DGCMHC shall comply with all applicable federal regulations as they may aJply to
restrictions and limitations regarding real property under DGCMHC's control acquired or im Jroved
in whole or in part with HOME funds. The Funds shall be subject to all of the terms and <:orditions
of the HOME Program, 24 CFR Parts 91and 92, and any amendments thereto.
(1) Projects must provide safe, sanitary, and decent residential housing for low-incar 1e and
very Jow-income persons (i.e., a person whose income is within specific income levels Sl!t ')rth by
U.S. HUD).
(g) Income Targeting. DGCMHC shall maintain written documentation that co1cl Jsively
demonstrates that each project assisted in whole or in part with HOME funds provides be 1efit to
very-low (families 'Nhose annual incomes that do not exceed 50 percent of the median family i1come
for the area) and low-income (families whose annual incomes do not exceed 80 pero!nt of the
median income for the area) as determined by HUQ.
{h} DGCMHC shall main.t.ain.Clfin.~('l~al management system that conforms to thE! fillancial
accountability standards o"lf();:~:ID~i:t~d)j
(i) Records: OOCMHC shall maintain all records sufficient to meet the requiremEmti of 24
CFR 92.508(a)(2) program records, 92.508(a)(3) project records, 92.508(a)(5} othe:" Federal
requirementS records, 92.508(a}(6) program administration records. All records required herei, shall
be retained and made accessible as provided in 24 CFR 92.508 (c) and (d) and Florida S' atutes
Chapter 119.
Q) Property Standards. For the duration of this Agreement and any amendmen:s I ereto,
housing that is assisted with HOME funds, must meet all applicable local codes, rehiibi itation
standards, ordinances and zoning ordinances at the time of project completion. AIl owner ot rental
housing assisted with HOME funds must maintain ttle housing in compliance with all appliC3blE State
and local housing quality standards and code requirements and if there are no such stand. rds or
code requirements, the housing must meet the housing quality standards in 24 CFR 982.40'. The
owner of rental housing assisted with HOME funds will maintain the housing in complianCE'! v. th the
applicable housing quality standards and local housing code requirements for the durati.)nJf this
3
agreement and any amendments hereto. The City shall conduct annual or bi-annual, as reculred,
on site inspections of rental projects to determine compliance with housing codes.
(k) Maximum and Minimum Amount of HOME Subsidy Per Unit. The minimur, a 1'1ount
of HOME funds that can be invested is $1,000 times the number of HOME assisted unib, a,d the
maximum amount of HOME subsidy is limited to the amounts listed in Exhibit C. The nurrber of
HOME units to be provided for ead1 pro;ed or activity are specified in the Scope of Services (Exi1ibit
A), attacned hereto.
(I) Environmental Clearance. For eacn activity or project described in the SCIJpe of
Services (Exhibit A), attached hereto, for which a location has not yet been identified, imme jiately
after a site is identified by OGCMHC, OGCMHC shall obtain the City's written envir:::lnmental
dearance statement and shall agree in writing to comply with any and all requirements as may be
set forth in the Site Environmental Clearance Statement.
(m) Affirmative Marketing. OGCMHC agrees to implement the City's adopted affirmative
marketing procedures and requirements for rental and homebuyer projects containing b 01 more
HOME-assisted housing units as set forth in 24 CFR 92.351.
(n) Tenant and Participant Protections. OGCMHC agrees that the lease to be eXI'lcuted
with the tenants of rental housing must be in accordance with 24 CFR 92.253. OGCMHC igrees
to adhere to and develop a fair lease and grievance procedure which will provide a plan f)r and
follow a program of tenant participation in management decisions, to be submitted to the (:ity for
approval, no later than 60 days from the date of this Agreement.
(0) Religious organizations. HOME funds may not be provided to primarily re igious
organizations, such as churches, for any activity induding secular activities. In additioll, -iOME
funds mZ1 not be used to rehabilitate or construct housing owned by primarily religious organi2ations
or to assist primarily religious organizations in acquiring housing
ARTICLE V
ELIGIBLE COSTS
OGCMHC agrees that eligible costs for the projects under this Agreement are Iimitec to those
eligible costs as outlined in 24 CFR 92.206 of the HOME Program regulations.
ARTICLE V1
DISBURSEMENT OF FUNDS
(1) The City shall issue a check made out to OGCMHC in the amount of S .......... ...-
solely for the acquisition cost of the Mayfair Hotel, as permitted under the Budget (Exhibit 3).
(2) Any payment due under the terms of this Agreement may be withheld pending the re:ei)t and
approval by the City of all reports and documents which OGCMHC is required to submit to U'e City
pursuant to the terms of this Agreement or any amendments thereto.
(3) No payments will be made without evidence of appropriate insurance require,j ty this
Agreement. Such evidence must be on file with the City.
4
(4) OGCMHC understands and agrees that disbursement request of funds under this ):'gr eement
are only to be requested when the funds are needed for payment of eligible costs. The anount of
each request must be limited to the amount needed.
(5) The City desires to enter into this Agreement only if in so doing it can retain tl,e right of
approval over the disbursement of HOME funds for the individual real estate tran~i,actions
contemplated herein. OGCMHC shall be required to submit all necessary documentatkm relative
to the aforestated transactions to the Oty's Housing and Community Development Dvision fOI review
thirty (30) days prior to the disbursement of HOME funds for the individual transactions.
(6) Cancellations of projects or site transactions with disbursements: If a projt!~ or site
transaction is cancelled, whether voluntarily by OGCMHC or otherwise, an amount equa to the
HOME funds disbursed by the City fO( the transaction, must be repaid to the City. The Ci!ty :~;.hall be
immediately notified, in writing, of a project or site cancellation and all funds disbursed by he City
shall be repaid to the City within 15 days of the date of project or site cancellation.
ARTICLE VII
SUBCONTRACTS
(a) DGCMHC agrees to include a statement in all subcontracts that it execute~. t,lat the
subcontractor shall hold the City harmless against all claims of whatever nature arising ou: of the
subcontractor's performance of work under this Agreement to the extent allowed by law
(b) If OGCMHC subcontrads, a copy of the executed subcontract must be forwarded 10 l1e City
within ten (10) days after execution.
ARTICLE VIII
CONDITIONS OF SERVICES
(a) As a condition of these services, DGCMHC agrees to comply with the HOME Pr~ral " Final
Rule and any Amendments or Notices issued pursuant thereto.
(b) OGCMHC agrees to comply with the requirements of Executive Orders 11625 and 12432
conceming Minority Business Enterprise and 12138 Women's Business Enterprise which
encourage the use of minority and women's business enterprises in connection with HO~J'E-unded
activities.
(c) DGCMHC agrees to abide by and comply with the requirements under Section 135 r. Title
31, U.S. Code regarding Lobbying.
(d) OGCMHC agrees to abide by and comply with the requirements of 24 CFR Part 24, 'e~arding
debarment and suspension, wtljcJ1 in part states that neither it or its principals is pr. ~,sently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excJudej from
participation in this covered transaction in any proposal submitted in connection with the lo~"er tier
transactions.
(e) OOCMHC must comply with the Displacement. Relocation, and Acquisition requirem mts in
accordance with the Unifonn Relocation Assistance and Real Property Acquisition Polici es Act
of 1970 (URA) (42 U.S.C. 4201-4655) and 49 CFR Part 24.
5
(f) OGCMHC agrees to abide by and be governed by the Equal Opportunity and Fa r ~ouslng
laws:
(1) Equal Opportunity: No person in the United States shall on the grounds of raCE~, color,
national origin, religion, disability or sex be excluded from participation in, be denied the t>erefits of
or be subjected to discrimination under any program or adivrty funded in whole or in part with HOME
funds.
(2) Fair Housing Act (42 U.S.C. 3601-20) and implementing regulations at 24 CFR Pert 100,
Executive Order 11063, as amended by Executive Order 12259 (3 CFR 1958-1963 ComID., P 307)
Equal Opportunity in Housing and Implementing regulations at 24 CFR Part 107 and Titl.'! V of the
Civil Rights Act of 1964 (42 U.S.C. 2000d) Non o.scrimination in Federally Assisted Pro~rar's and
implementing regulations issued at 24 CFR Part I;
(3) The prohibition against discrimination on the basis of age under the Age Oiscr!milnation
Act of 1975 (42 U.S.C. 6101-07) and implementing regulations of 24 CFR Part 146, al1d the
prohibitions against disabled individuals under the Section 504 of the Rehabilitation Act of 1S73 (29
U.S.C. 794) and implementing regulations at 24 CFR Part 8 and Title II of the Ame('lca, with
Disabilities Act, Public Law 101-336;
(4) The requirements of Executive Order 11246 (3 CFR 1964-65, <Amp., P3~i9) Equal
Opportunity and the implementing regulations issued at (4 CFR Chapter 60);
(5) The requirements of Seaion 3 of the Housing and Urban Development Act of H;SS (12
U.S.C. 1701u) the purpose of which is to insure that the employment and other 1~Q:nomjc
opportunities generated by Federal financial assistance for housing and community develcoment
programs shall, to the greatest extent feasible, be directed toward low- and very-IO'i'" income
persons, particularly those who are recipients of government assistance for housing.
(g) Housing assisted with HOME funds constitutes HUD-associated housing for the plJrp::lse of
the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821, et seq.) and is, the efore,
subject to 24 CFR 35.
(h) OOCMHC must comply with the Federal Labor Standards Provisions, as describe:f in HUD
Handbook 1344-1 (Federal Labor Standards Compliance in Housing and Community Devl'~lo )ment
Programs), as applicable.
ARTICLE IX
TERM OF AGREEMENT
This Agreement shall be effective upon execution by both parties and shall ertdit the
conclusion of the period of affordability as specified in 24 CFR 92.252 (affordable rentalllol sing).
ARTICLE X
TERMINATION
The City and OGCMHC agree that this Agreement may be tem1inated by the City in P\'hole
or in part, for cause (as more specifically defined in Article XXV1 herein) or for convenien:e, in
accordance with the provisions of 24 CFR, Part 85.44. A written notification shall be requied at
least thirty (30) days prior to the effective date of such termination, and shall include the reas In for
6
the termination (if for cause), the effective date, and in the case of a partial termination, the actual
portion to be terminated. Notwithstanding the language set forth herein, the City's re3S(ns for
terminating the Agreement for convenience, in whole or in part, shall not be arbitrary or caprcious.
ARTICLE XI
AMENDMENTS
Any amendments, alterations, variations, modifications or waivers of any provisions to this
Agreement, including an increased allocation of funds, will only be valid when they haVE' been
produced in writing and duly signed the both parties hereto. Ally changes which do not subst,mtially
change the Scope of Services or increase the total amount payable under this Agreement, snail be
valid only when reduced to writing and signed by the City Administration and DGCMHC.
ARTICLE XII
CONFLICT OF INTEREST
(a) DGCMHC shall comply with the standards contained within 24 CFR Part 92.356(2).
(b) DGCMHC shall disclose any possible conflicts of interest or apparent improprieties of ,3n~ party
that is covered by the above standards. DGCMHC shall make such disclosure in writing to tte City
immediately upon DGCMHC's discovery of such possible conflict. The City will then (lender an
opinion which shall be binding on all parties.
(c) Related Parties. OGCMHC shall report to the City the name, purpose, and any other re evant
information in connection with any related-party transaction. This includes, but is not limited to, a
for-profit subsidiary 0( affifiate organization, an organization with overlapping boards of directori, and
an organization for which DGCMHC is responsible for appointing memberships. OGCMHC shall
report this information to the City upon forming the relationship or, if already formed, shal re':>ort it
immediately. Any supplemental information shall be reported to the City required Progress R aport.
ARTICLE XlII
INDEMNIFICATION AND INSURANCE
DGCMHC, through an insurance carrier, shall indemnify and hold harmless the City }rol n any
and all claims, liabilities, losses, and causes of action which may arise out of an act, ami ision,
negligence or misconduct on the part of DGCMHC orany other person entering upon D<iC!',4HCs
place of business. OGCMHC, through its insurance. carrier, shall pay all claims and 10SSE~~S liT any
nature whatsoever in connection therewith and shall defend all suits in the name of the City, Ntlen
applicable, and shall pay all costs and judgements which may issue thereon.
DGCMHC, through an insurance callier, shall pro't1de a General Uabifity Policy with cov!rage
for Bodily Injury and Property Damage, in the amount of $500,000 per occurrence (the policy must
indude coverage for contractual liability to cover the above indemnification); and the City)f 1"I1iami
Beach shall be named as an additional insured followed by the statement: "The covora ~e is
primary to all other coverage carried by the City covering this specific agreement cnly."
OGCMHC shall hold proof of Workers' Compensation Coverage as per statutory limits of t'1e State
of Florida.
Automobde and vehicle coverage shall be required when the use of automobiles a ,d)ther
7
vehides are involved in any way in the performance of the Agreement.
OGCMHC shall submit to the City an ORIGINAL Certificate of Insurance.
All insurance coverage shall be approved by the City's Risk Manager prior to the relEase of
any funds under this Agreement.
Further, in the event evidence of such insurance is not forwarded to the City's Risk M.iinager
within thirty (30) days after the execution of this Agreement, this Agreement shall becomf:~ n JII and
void, and the City shall have no obligation under the terms thereof unless a written extensi;on of this
thirty (30) day requirement is secured from the Risk Manager.
ARTICLE XIV
REPORTS
(1) ProQress Reports. DGCMHC agrees to submit monthly progress reports to thl City,
desctibing the status of ead1 project and ad1ievement of the project objectives as provided 1erein
and in the Scope of Services (Exhibit A), attad1ed hereto. The progress reports shall be sub 11itted
no later than 10 days after the end of ead1 month until such time as all funds are expend,!~dor, for
rental projects, until the project is fully occupied.
It will be the responsibility of OGCMHC to notify the City in writing, of any actions, law, or ever t, that
will impede or hinder the success of the projects and activities as provided in this Agreement. After
such notification the City will take whatever actions it deems appropriate to ensure the Sl.CC !SS of
the program.
(2) Tenant and Rent Schedule Certification.
a. DGCMHC shall submit to the City for approval the proposed rents for th,e ~OME
units and, if applicable, the monthly allowances for utilities and services to be paid by the te: lant.
b. DGCMHC shall provide the City with the initial tenant list, and any a,d all
subsequent updates, amendments and modifications thereto, with documentation for all tE',nai1ts in
the HOME units confirming family size, income, financial classification, ethnicity, and the arno mt of
the HOME rent This report will continue to be required for the full period of affordability herel.nder,
beginning on the date of issuance of a Final Certification of Occupancy for the project.
c. Annually, DGCMHC shall deliver to the City's Housing and Col11n'lunity
Development Division, by November 1 st of each calendar year, its signed report in fom' and
substance acceptable to the City, to indude names of tenants, unit type, family size and inc.ome,
rents charged, and occupancy/vacancy factor of each unit for the prior fiscal year (Oct,;>t>.I.!:r 1 st
through September 30th). The report will continued to be required for the full period of affc'rd;lbility
hereunder beginning on the date of issuance of a Final Certificate of Occupancy for the projfct.
(3) Other reports as may be required by the City to demonstrate compliance with ary (f the
terms of this Agreement.
If the required reports desoibed above are not submitted to the City or are not completed in
the manner acceptable to the City, the City may withhold further payments until they are col11pleted
or may take any other action as the City may deem appropriate.
8
ARTICLE XV
AUOtT AND INSPECTIONS
At any time during normal business hours and as often as the City administration clnd 'or the
comptroller of the United States may deem necessary, there shall be made available tl) tile City
administration and/or representatives of the comptroller to audit, examine and make audit; of all
contracts, invoices, materials, payrolls, records of personnel, conditions of employment ,~n( other
data relating to all matters covered by this Agreement. If during the course of a monitorin~;, tile City
determines that any payments made to OGCMHC do not constitute an allowable expenc:litu'e, the
City WIll have the right to dedudlreduce those amounts from their related invoices. OGC~.iIHC must
maintain records necessary to document compliance with the provisions of this Agreemtlnt
ARTICLE XVl
COMPLIANCE WlTH LOCAL STATE AND FEDERAL REGULAT10NS
OGCMHC agrees to comply with all applicable Federal regulations as they may aiJply to
program administration. Additionally, OGCMHC will comply with all State and local la....s and
ordinances hereto applicable.
ARTICLE XVII
ADDITIONAL CONDITIONS
(a) It is expressly understood and agreed by the parties hereto that moneys conterr olated
by this Agreement, to be used for the compensation, originated from grants under tte -iOME
Program and is contingent upon approval of activities by the United States Department 01 H'lusing
and Urban Development.
(b) Title and paragraph headings are for convenient reference and are not a p,~rtjf this
Agreement.
(c) In the event of conflict between the tenns of this Agreement and any tel ms or
conditions contained in any attached document, the tenns in this Agreement shall rule.
(d) No waiver or breach of any provision of this Agreement shall constitute a Haver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be efiective
unless made in writing.
ARTICLE XVlIl
ACCESS TO RECORDS
OGCMHC. agrees to allow access during nonnal business hours to all financial n~ rds to
authorized Federal, State or Oty representatives and agrees to provide such assistance a>> nay be
necessary to facilitate financial audit by any of these representatives when deemed neo'~s~ary to
insure compliance with appHcable accounting and financial standards. OGCMHC shall allo"'.- a:cess
during nonnal business hours to all other records, (onns, files, and documents which haVE been
generated in performance of this Agreement, to those personnel as may be designated by th,! City.
9
ARTlCLE XIX
SEVERA81UTY OF PROVISIONS
If any provision of this Agreement is held invalid, the remainder of this Agreement ~~;.hall not
be affeded thereby if such remainder would then continue to conform to the terms and requillements
of applicable law.
ARTICLE XX
PROJECT PUBLICITY
DGCMHC agrees that any n~ release or other type of publicity pertaining to the pr ,ject as
stated herein must recognize the City as the recipient funded by the United States Department of
Housing and Urban Development administered by the Economic and Community De"el~pment
Division of the Development, Design and Historic Preservation Services Department and tt e entity
which provided funds for the Project.
ARTICLE XXI
DRUG/ALCOHOL
DGCMHC agrees to administer in gocx:i faith, a policy to ensure that DGCMHC cornpl es with
the Drug-Free Workplace Act required under 24 CFR Part 24, Subpart F and will establi:lh i policy
to ensure that it's assisted projects are free from illegal use, possession or distribution of crugs or
alcohol by it's beneficiaries.
ARTICLE XXII
NONDELEGABLE
OGCMHC agrees that the obligations undertaken pursuant to this Agreement sJlal not be
delegated 0( assigned to any other person or firm unless the City shall first consent in writin ~ to the
performance or assignment of such service or any part thereof by another person or firr',.
ARTICLE XXIII
SUCCESSORS AND ASSIGNS
OGCMHC agrees that this Agreement shall be binding upon the parties herein, the r heirs,
executors, legal representatives, successors, and assigns.
ARTlCLE XXN
INDEPENDENT CONTRACTOR
DGCMHC and its employees and agents shal, be deemed to be independent contlCllct. Irs and
not agents or employees of the City, and sha. not attain any rights or benefits under the Civil: )ervice
or Pension Ordinances of the City, or any rights generally afforded classified or urld,ssified
employees; further he/she shall not be deemed entitled to the Florida Workers' Compe lsation
benefits as an employee of the City.
10
ARTICLE XXV
ASSIGNMENT
This Agreement may not be assigned or transferred by OGCMHC without the p~)r ~"mtten
consent of the City thereto. It shall be deemed a default of this Agreement in the e'(er t that
OOCMHC does not strictly comply with the procedures established herein for obtaining City <:cnsent
to assignment or transfer as defined by this Paragraph. In the event sud1 consent is not obtiined,
in the manner prescribed herein, the City shall be entitled to declare a default, ca',ol this
Agreement, and resort to its rights and remedies against the defaulting party. In the E,ve 1t the
Provider transfers an interest of more than one (1 %) percent ownership in its stock by pledge sale,
or otherwise; or if OGCMHC makes an assignment for the benefit of its creditors, or 1.Ise:$ this
Agreement as security or collateral for any loan; or if the Provider is involved in any bulk tri3n::fer of
its business or assets, then in that event each of the foregoing actions shall also be de,!~m ed an
assignment of this Agreement and shall require the City's prior written consent. A m,~rger,
dissolution, consolidation, conversion, liquidation or appointment of a receivership for DGC ~HC,
shall be deemed an assignment of this Agreement and will require the prior written conSEnt )f the
City thereto.
ARTICLE XXV1
EVENTS OF DEFAULT
The City may place OGCMHC in default of this Agreement and may suspend or tl!m inate
this Agreement in whole 0( in part for cause, as prescribed in Article X herein. "Cause" shall include,
but not be limited to, the following:
(a) Failure to comply andlO( perform in accordance with any of the terms and <:Clnd tions
of this Agreement. or any Federal, State or local regulation;
(b) Submitting any required report to the City which is late, incorrect, or incomplele i, any
material respect after notice and reasonable opportunity to cure, as set fo1h in
subparagraph (h) hereof, has been given by t!1e Cfty to OGCMHC;
(c) Implementation of this Agreement, for any reason is rendered impossit: e or
infeasible;
(d) Failure to respond in writing within thirty (30) days of notice of same from City tll any
concems raised by the City, including providing substantiating documentation' vhen
requested by the City; .
(e) Any evidence of fraud, waste or mismanagement as determined by the I ;ity's
monitoring of project(s) under this Agreement. or any violation of applicatile HUD
rules and regulations;
(f) OGCMHCs insolvency or bankruptcy;
(g) An assignment or transfer of this Agreement or any interest therein whid1 doe; not
comply with the procedures set forth in Article XXIX herein;
(h) Failure to comply and/or perform in accordance with the affordability
requirements, and/or an unauthorized transfer of title of its HOME
projects.
11
In the event of a default the City may, thirty (30) days after mailing to OGCMHC ,I nJtice of
such defaurt as set forth herein, automatically cancel and terminate this Agreement withlXJt liabIlity
to any party to this Agreement If the default complained of is not fully and satisfactonly cured within
thirty (30) days of OGCMHCs' receipt of such notice of default to OGCMHC, at the eXplraton of said
thirty (30) day period (0( suctl additional period of time (as permitted by the City, in its sole ,jis:retion)
as required to cure such default in the event OGCMHC is diligently pursuing curative etfo,'1s) this
Agreement may, at the City's sole option and discretion, be deemed automatically carceed and
terminated, and the City fully discharged from any and all liabilities, duties and terms ansin~; out of,
or accruing by virtue of this Agreement.
ARTICLE XXVlI
ADDITIONAL REMEDIES
In the event of a default, the City shall addItionally be entitled to bring any and alllega and/or
equitable actions which it deems to be in its best interest; in Dade County, Florida, i', c.rder to
enforce the City's rights and remedies against the defaulting party. The City shall be en rtled to
recover all costs of such actions, induding reasonable attorney's fees. To the extent allow'!d'JY law,
the defaulting party waives its right to jury trial and its right to bring permissive counterclaims Jgainst
the City in any sud1 action.
ARTICLE XXVlll
MAINTENANCE AND RETENTION OF RECORDS
OGCMHC agrees that it will maintain aU records required pursuant to 24 CFR Par: 9:~, in an
orderty fashion in a readily accessible, permanent and secured location, and that it will pr'i~p. re and
submit all reports necessary to assist the City in meeting record keeping and reporting reqJin~!ments
thereunder.
(1) Records shall be maintained for a period of four (4) years after the closeout of fUl,d~ under
this Agreement except as provided herein (2), (3) and (4).
(2) If any litigation, daim, negotiation, audit or other action has been started before the-egular
expiration date, the records must be retained until completion of the action and resoll tio, of all
issues which arise from it, or until the end of the regular period specified in paragraph (1), vlhi,:hever
is later;
(3) Records regarding project requirements that apply for the duration of the peiod of
affordability, as well as the written agreement and inspection and monitoring reports rT u~t be
retained for three years AFTER the required period of affordabiljty:
(4) Records covering displacements and acquisition must be retained for at least U1ret years
after the date by which the persons displaced from the property and all persons whose ~rof;<erty is
acquired for the project have received the final payment to which they are entitled in accordan.;e with
24 CFR 92.353.
ARTICLE XXIX
LIMITATION OF L1ABIUTY
The City desires to enter into this Agreement only if in so doing the City can place a I mit on
the City's liability for any cause of action for money damages due to an alleged breacJ1bYUle(;jty
of this Agreement, so that its liability for any such breach never exceeds the sum or $_...2.-.
DGCMHC hereby expresses its willingness to enter into this Agreement with OGCMHCs re:overy
12
from the City for any damage action for breach of contract to be limited to a maximum 3rT ount of
$ . Accordingly, and notwithstanding any other term or condition of this Agn'ement,
OGCMHC hereby agrees that the City shall not be liable to OGCMHC for damages in an amount in
excess of S . for any action or claim for bread1 of contract arising out of the perfo,rm ance or
non-performance of any obligations imposed upon the City by this Agreement. Nothing ccr'ltained
in this paragraph or elsewhere in this Agreement is in any way intended to be a waive' of the
limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28.
ARTICLE XXX
VENUE
This Agreement shall be enfOfceable in Dade County, Florida, and if legal action is ne,;essary
by either party wrth respect to the enforcement of any terms and conditions herein, exdu~"jvf' venue
for the enforcement of same shall lie in Dade County, Florida.
ARTICLE XXXI
ADDITIONAL CONDITIONS AND COMPENSA TlON
It is expressly understood and agreed by the parties hereto that monies contemplate<:: by this
Agreement to be used for the compensation, originated from grants of federal HOME Invtstment
Partnerships Program funds, and must be implemented with all of the applicable rules and re!l:ufation
of the U.S. Department of Housing and Urban Development. It is expressly understood a"d agreed
that in the event of curtailment or non-production of said federal grant funds, that thf! f. nancial
sources necessary to continue to pay the Provider compensation will not be available and t ,at this
Agreement will thereby terminate effective as of the time it is determined that said funds are no
longer available. In the event of such determination, OGCMHC agrees that it will not Ic()k to, nor
seek to hofd liable, the City or any individual member of the City Commission thereof, per:)()lally for
the performance of this Agreement and all parties hereto shall be released from further lia biti :y each
to the other under the terms of this Agreement.
ARTICLE XXXII
ACCESSIBIUTY LAWS COMPLIANCE
OOCMHC agrees to adhere to and be govemed by all applicable requirements of tI 'e laws
listed below induding, but not limited to, those provisions pertaining to employment, pfovsion of
programs and sel'Vices, transportation, communications, access to facilities, renovations, a 1d new
construction:
The Americans wtth Disabilities Act of 1990 (ADA): Pub. L 101-330, 104 Stat 327, 42 U.S.C.
12101-12213 and 547 U.S.C. Sections 225 and 611 induding Title I, Employmel,t; rrtJe II,
Public Services; Title III, Public Acconvnodations and Services Operated by Privatl~~ Entities;
Title IV, Telecommunications; and Trtle V, Miscellaneous Provisions.
The Rehabilitation Act of 1973: 29 U.S.C. Section 794.
The Federal Transit Act, as amended: 49 U.S.C. Section 1612.
The Fair Housing Act as amended: 42 U.S.C. Section 3601-3631.
DGCMHC must complete and submit the City's Disability Non-Oiscriminatior fA. ffidavit
(Affidavit), a copy of which is attached hereto and incorporated herein as Exhibit D. In the
event OGCMHC fails to execute the Oty's Affidavit, or is found to be in non-compli,;::m:e with
13
the provisions of the Affidavit, the City may impose such sanctions as it may deh!~mine to
be appropriate. including but not limited to, withholding of payments to DGCMHC lmc:er the
Agreement until compliance artdJO( canceDation. termination or suspension of the A~;lre'''!ment
in whole or in part. In the event the City cancels or terminates the Agreement purSL,ant to
this Article, OGCMHC shall not be relieved of liability to the City for damages sus::air ed by
the City by virtue of DGCMHC's breach of the Agreement.
ARTICLE XXXIII
NOTICES
All notices shall be sent to the parties at the following addresses, with copit!~s 0 the
Office of the City Attorney:
City: Harry S. Mavrogenes
Assistant City Manager
City of Miami Beach
1700 Convention Center Drive
Miami BeacJ1, FL 33139
with copies to:
Murray H. Oubbin. City Attomey
City of Miami BeacJ1
1700 Convention Center Drive
Miami BeacJ1, FL 33139
DGCMHC:
Daniel T. Brady
OGCMHS, Executive Director
701 Uncoln Road
Miami BeacJ1, FL 33139
The above parties may change such addresses at any time upon giving the otl1er party
written notification. All notices under this Agreement must be in writing and shall be deemec to be
served when delivered to the address of the addressee. All notices served by mail sto ,all be
registered mail, return-receipt requested.
14
IN WITNESS WHEREOF, OGCMHC has caused this Agreement to be executed by its duly
authorized otrtcial(s), and the City has caused this Agreement to be executed by its duly authorized
officer(s), the day and year first above written.
DOUGLAS GARDENS COMMUNITY M ::NTAL
HEALTH CENTER OF MIAMI BEACH, I~C., a
Florida not-for-profit corporation
ATTEST:
By:
By:
Secretary
(Affix Corporate Seal)
ATTEST:
CITY OF MIAMI BEACH
a Florida Municipal corporation
City Clerk
Mayor
F8S'DGCMHC'MA YF'AJFtAGR
15
EXHIBIT A (OF HOME AGREEMENT)
SCOPE OF SERVlCES
THE MAYFAIR HOTEL
1960 Park Avenue, Miami Beach, Florida 33139
The Mayfair Hotel, an Art Deco style building built in 1937, is a three-sto~ building
with 42 zero-bedroom units. The adjusted square footage of the building is 14,42:3 ~quare
feet. OGCMHC will utilize HOME funding to purchase the Mayfair Hotel buildin~;llc~ted
at 1960 Park Avenue, Miami Bead1, FL. The Mayfair Hotel building, located at 1961) Pari-:
Avenue, is currently leased and operated by DGCMHC and used to provide hOIJS ng for
low and very-low income OGCMHC clients. DGCMHC will utilize HOME funds to a :quire
the building. Once the building is acquired, DGCMHC will own and operate the building
and maintain its current usage. Necessary clinical, medical and support servi~~s '~or the
residents will be provided off site at the DGCMHC office, within walking distance of the
Mayfair Hotel.
Each of the 42 units has its own bathroom. The planned rehabilitation will ir elude
the installation of separate pullmanette kitchens, roof and plumbing upgrad3s floor
refinishing, replacement of carpets, interior and exterior paint, dry wall repairs, and other
minor structural repairs. The unit count and configurations will remain unchanged The
estimated rehabilitation cost is a total of $8,000 per unit.
The Mayfair Hotel building is OJrrently being used to provide housing services (not
supportive services), using a combination of 22 units of permanent and 20 units 01 long-
term transitional housing. Residents of the transitional units will undergo a siX-I nonth
transitional treatment program. Residents of the permanent units will be recruite< from
among the graduates of the building's transitional program.
PROGRAM PROJECT IMPLEMENTATION SCHEDULE:
Action Steps
Timeline
1. Secure financing
2. Contract with qualified architect
and licensed contractor
3. Close on building
4. Commence construction
5. Complete construdion
16
LEGAL DESCRIPTION OF PROPERTY
17
EXHIBIT B (OF HOME AGREEMENT)
BUDGET
18
EXHIBIT C (OF HOME AGREEMENT)
HOME PROGRAM
MAXIMUM PER-UNIT SUBSIDY LIMITS
REGION 04 FIELD OFFICE: 29 JACKSONVILLE, FL
PARTICIPA TING
JURISDICTION
STATE EFFICIENCY- 18R
ABBREV
28R
38R
MIAMI BEACH
FL $58,764 $67,361
$81,911
$105,964
* O-bedroom includes efficiency units and single room occupancy (SRO) units
Effective April 1995
19
48R
$116,316
EXHIBIT D (OF HOME AGREEMENT)
DISABILITY DISCRJMINA TION AFFIDA VlT
20
, CONTRACT REFERENCE
NAJv{E OF F~\{ CORPORA. nON, OR ORGA.~1ZA nON
AUTHORIZED AGENT CO~{PLETfNG AfFmA VlT:
POS ITrON
PHONe Nlr~rnER ( )
r,
J being duly tirst swom stare:
That the above named firm, corporation or organization is in compliance with and agrees to :oltinue to
comply with, and assure thar Jny subcontractor, or third party contractor under this project conplies with
all applicable requirements of the laws listed bdow including, but not limited to, those provi~:io IS
pertaining to employment, provision of progrJ.ms and services, transportation, communicatic ns access to
facilities, renovations, and new construction.
The Americans with Disabilities Act of 1990 (ADA): Pub. L. 10 I.J 36, 104 Stat J27, 42 U.S.C 1210 I.
12213 and 47 USe. Sections 225 and 6 [ 1 including Title [, Employment; Tit!e II, Public S~:rv ces; Tili~
In, Public Accommodations and Services Operated by Private E:1tiries; Title [V, Tele~mmuni(a:ions; and
Title V, M.isceflaneous Provisions.
T~e Rehabilitation Act of 197J. 29 USe. Section 794.
The Federal Transit Act, as amended: 49 U.S.c. Section 1612.
The Fair Housing Act 2S amended: 42 U.s.e. Section 3601.3631.
Signature
Date
SlfBSCRIBEO AND SWORN TO (o( afftmlcd) before me on
by
(Dale)
. H.eJShe is ~rson~lIy lcJ'lown to me 0( h&s
(Affiant)
~n:$<:nt~d
3S id~nliJicalion.
(T}lX of id.:nlU1C.ltion)
(Serial Number)
(Signalure o( N()(atj')
(E~piralion Dale)
(print or Sta.l11p N3lT1c of NOl.1ri)
~OIUY ?ubl1c
(SWe)
~Olary Seal
The Cicy of Miami Beach \\111 not lwud a conltJctlo any (inn. corporation 0( orgatU.zJlion that fails 10 complete Uld s ,Ibmil this
A!Tid~..il with the (irm. CO(pOnhOn 0( O(gUlizJtion's bid 0( propoSJI 0( (.lils 10 have this A1TicU~it on file wilh the Ciry of Mi.1i111
8uch.
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EXHIBIT ~
es:st $6~-~,3-~
u. PROJECT COfl P__O FORMA
A.. SOURCES
Fed Home Loan Bank NiP ~t
Me COBG "96
County cao -Housing 'g6
County CS0'91
City M8 HOME
UD T~V HOME'ge
~i8ht Foundation
State esa
Hammen Bank @4% for 5 yearI
Private Mortgage@S% 1ct' S yeat$
A1. Total funds Aval13bfe
PROJECT i :UNDING
SOU::=lC es USES
5213.000
S5Q, (J()Q
$69.000
$&4,300
Cert'llT1itl8d
CemrniUled
CQmmitted
Committed
pending
Committed
"Pp"ed
Applied, unli'(8l"I'
Committed
Committed
(amort)
(amo,rtl
550,000
S1oo.000
$200.000
$200,000
$.47,000
$1,053,300
S.USES
I_It
81. Total AcqulsJtJ4n Cost
Purchase price landlbu~
Actu.1 ConstNct1On COSt
Estlmated at $10,700 per unit
Contigenc:y
82. Total Construction Cost
General C>.velClJl7'HiU2t Costs
l.8ga1 ColtS
Operating Re~
eon.iruction Interest
ErNironmentaJ
Taxes
Atchltec:r& Fee
Appraisal
SUNey and S1rudJJraI
B~. Total General Development Soft Costs
C1osi"ia Cod
Financing Colts
B4. Total FInancial Costs
Co PRo.J!!CT COST (SUb- TOhI)
01. OTHER DEVELOPMENT COSTS
D.vlConsurtins fee
I!. TOTAL PROJECT COST
S1.18<J,OOO
S4S0.000
$17.882
~7,a82
S10.COC
$10.000
.,000
$1,700
52.578
$40,000
$2,400
$3.000
$15,51'
120,000
se,ooo
$26,000
$1.14&.$40
S10,ooo
S1,159,AQ
EXtUUIT .!.
TIllS DOCUMENT IS PROTECTED BY ATIORNEY-CLIENT PRNILEGE AND SUBJECT TO nIE
A TTORNEY WORK PRODUCT DOCTRINE. TIllS DOCUMENT IS EXEMPT FROM THE PURlIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.c.
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTION
119.07(3), FLORIDA STATUTES (1996).
EXHmIT E
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPrvlENT
OFFICE OF FAIR HOUSING ENFORCEMENT
DOUGLASGARDENSCO~TY
rvtENT AL HEALTH CENTER OF WAMI
BEACH, INC., a Florida Not-for-Profit
Corporation,
CASE NO. 04-96-0292-8
Complainant,
vs.
JOINT STIPULATION OF
DISMISSAL WITH PREJUDICE
CITY OF MIAMI BEACH, a Florida
Municipal Corporation, MIAMI BEACH
ECONOMIC AND CO~TY
DEVELOPrvtENT DIVISION, MAYOR OF
THE CITY OF WAMI BEACH, Individually,
NfIAMI BEACH CITY COrvtMISSIONERS,
Individually, WAMI BEACH CITY
MANAGER, Individually, and SHIRLEY
T A YLOR-PRAKEL T, Individually,
Respondents.
/
Complainant, DOUGLAS GARDENS CO~TY MENTAL HEALTH CENTER
OF MIAMI BEACH, INC., a Florida not-for-profit corporation ("Douglas Gardens"), and
Respondents, CITY OF MIAMI BEACH, a Florida municipal corporation, and the Miami Beacl
Exhibit E
Joint Stipulation of Dismissal with Prejudice
1117/97
Page 1 of2
Economic and Community Development Division, individually and jointly stipulate and advis~
the Department of Housing and Urban Development that they have arrived at an amicable
conciliation of the dispute giving rise to the Claimant's complaint filed with the Department cf
Housing and Urban Development and jointly request that the Department of Housing and UDal
Development dismiss the Douglas Gardens Complaint with prejudice, with each party
responsible for its own costs and attorney's fees incurred in connection with such claims, without
waiving any rights of recovery with respect to third parties.
b
ECKERT SEAMANS CHERlN & NffiLLOl T
Counsel for Claimant Douglas Gardens Commt nity
Mental Health Center of Miami Beach, Inc.
701 Brickell Avenue
50 Barnett Tower
'ami, Florida 33131 .,I.t:> }? D/'1:/
y: <::(j~ lL22L97
Stanle . rice
Florida Bar No. IY2> ~4~
B)(
/
ORDER CONFIRMING STIPULATION
The stipulation of the parties be and the same' hereby confirmeq and ratified.
DONE AND ORDERED this &. day of 1997.
MIA9510/I09300-1
Exhibit E
Joint Stipulation of Dismissal with Prejudice
1/17/97
Page 2 of2
;~
,/#/~7
I
THIS DOCUMENT IS PROTECTED BY A TIORNEY-CLIENT PRIVll..EGE AND SUBJECf TO THE
ATIORNEY WORK PRODUCT DOCTRINE. TIllS DOCUMENT IS EXEMPT FROM THE PUBLIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.c.
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTION
119.07(3), FLORIDA STATUTES (1996).
EXHIBIT F
GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That Douglas Gardens Community Mental Health Center of Miami Beach, Inc., a Florid,,!
not-for-profit corporation ("Douglas Gardens"), on behalf of itself, its attorneys, and its affiliate~,
subsidiaries, parent corporations, directors, employees, officers, shareholders, agents, insurers,
reinsurers, sureties, predecessors, successors, assigns, members, and agents and any person actin 5
for, by or through any of the foregoing (hereinafter collectively referred to as "Releasors"), fo r
and in consideration of the mutual promises set forth in the Conciliation Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
HEREBY remises, releases, acquits, satisfies, and forever discharges the City of Miami
Beach, a Florida municipal corporation, and the Miami Beach Economic and Community
Development Division, formerly the Community Development Division, and all their present and
former affiliated and subsidiary associations, corporations and divisions, if any, and their
respective attorneys, agents of the attorneys, trustees, officers, shareholders, insurers, reinsure rs,
sureties, directors, stockholders, employees, agents, representatives, and their respective heirs
executors, administrators, predecessors, successors and assigns and any person acting for, by or
through any of the foregoing (hereinafter collectively referred to as "Releasees"), of and from an '
and all manner of action and actions, cause and causes of action, suits, debts, dues, costs, sum; 0 f
money, loss of services, obligations, liabilities, accounts, reckonings, bonds, bills, attorneys' fees,
specialties, covenants, contracts, controversies, agreements, disputes, promises, variances,
trespasses, damages, penalties, judgments, executions, claims and demands whatsoever, in law 01
in equity or otherwise, in contract or in tort, or under federal, state, or foreign law, which agains1
them, or any of them, Releasors ever had or now have, or which can, shall or may hereafter
accrue for, or which any heirs, executors, administrators, successors, or assigns of Releasors
hereafter mayor shall have against Releasees, for, upon or by reason or any matter, cause or
Exhibit F
General Release
1/17/97
Page 1 of 4
thing whatsoever, from the beginning of the world to and including the date of this General
Release and in the future to the end of time, related to:
A. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations involving, arising out of, or relatir.g 10
the subject matters ofDou~las Gardens Community Mental Health Center of Miami Beach 1m..
v City of Miami Beach CD, et al HOD Case No 04-96-0292-8; and
B. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations which were, could or should have been
raised against Releasees in the administrative action styled: Dou~las Gardens Community
Mental Health Center of Miami Beach Inc v City of Miami Beach C D et al HOD Case :~.
04-96-0292-8.
With respect to the claims, actions and causes of action released by this Release, the
Releasors hereby represent and warrant that the Releasors have not in any manner assigned,
pledged or otherwise transferred to anyone any interest in any claim released hereby, and that
each claim described herein is hereby fully and finally discharged, settled and satisfied. The
Releasors further agree that they shall indemnify and hold the Releasees harmless from any and
all damages, costs, expenses, attorney's fees and liabilities incurred by the Releasees by reason )f
any breach of the representations or warranties made by the Releasors herein.
It is understood and agreed that this settlement is the compromise of a disputed claim, a ad
that the mutual promises set forth in the Conciliation Agreement are not to be construed as an
admission of liability on the part of any party or parties hereto. This General Release is inter dei
to be contractual in nature, and may not be changed except with the express prior written co rlSl nt
of the Releasors and the Releasees.
This General Release shall be binding upon the successors and assigns of the Releasors,
and shall inure to the benefit of the successors and assigns of the Releasees.
The Releasors further acknowledge that they have read this General Release and kno w ts
contents, that they have had the advice of counsel as to its meaning and intent, that they are
executing this General Release freely and voluntarily for the purposes expressed herein, and:ha::
no promise, inducement or agreement not expressed herein has been made to them.
Exhibit F
General Release
1117/97
Page 2 of 4
However, notwithstanding the foregoing, this General Release is not intended to and doc: s
not release the Releasees of any of their obligations and duties as set forth in the conciliation. I!J
Agreement of which this General Release is a part. (, i 1>4
IN WITNESS WHEREOF, the Releasors, having been duly authorized to execute and 11
deliver this General Release, have caused these presents to be executed in their name, and its
corporate seal to be affixed, by its proper and fully authorized officer, this 22 nd day of
January 1997. ,~ \ ~~I..,4t1,lJ ~
4'-\/ \\~ ~I/;I~IS;'
DOUGLAS GARDENS COrv11vfUNITY MENTA J
HEAL TH CENTER OF MIAMI BEACH, INC., a
Florida not-for-profit corporation
~,~~/'7 .J_/J~(
Wit~ ./'
/J-(v'-t.'/ It,J ~ C::~r.,lcI
/
Print Name
By:
Print Name: (0;..
Title: 6!-ei.J 71 vt.-
4{m~
1:rt VI ft /vi Ita rh N~
/ I
. Print Name
(Corporate Seal)
Exhibit F
General Release
1/17 /97
Page 3 of 4
, It(. J
~) 1/3oki
~'~~M~
~/ JO/1?
STATE of FLORIDA )
) S.S.
COUNTY of DADE )
I hereby certify that on this;:?~'1'~f 1997, before me, an OffiCff (uly
authorized in the State and County aforesaid to t e acknowled ents, personally appeared (name)
-
J:/:JA)}~L )/Jot1',f"'S ~~title)..e-YKc.lT1 '-"4 ..D J? ,.of Douglas Gardens Community Mental Heuth
Center of Miami Beach, Inc., a not-for-profit corporation under the laws of the State of Florid"
[ ] who is personally kno~o to me or 01 who produced the following identifi::at ion
Ft.. ]).J,.;:# Bt.50 -/78-f?- Y~lacknowledged before me that hel_executed the foregoing doc,m:ent
(General Release) as his/Dlr free act and deed as such officer, for the uses and purposes tlClet:ein
mentioned, that he/_ is duly authorized to execute the same on behalf of Douglas Gard ens
Community Mental Health Center of Miami Beach, Inc., and that said instrument is the act and d ,~ed
of said corporation, and that he/~ did [ ] did not take an oath.
In Witness \}'hereo I have hereunto set my hand and seal in the County and State afore~ aid
as of this..;2.;t'?'1B{y of , 1997.
!2J,~
MIA95! Oil 09236-1
otary Public
S tate of Florid
Commission No.:
My Co~'~t.s:
~""" ,~C. FA!?, "/~
~ '$:-<<-\......... '-'10' ~
~ C:) ..~\,~\SSION J:..... ~
~ · ,,'" '1 '"f.O,. ~
~ .. ,," ~\.~ I ,19, ~_.. ~
~ . ~ ;::,"<:' ~ ~. ~
.: :~ ~ ~*==
=*: .... : =
:: . .~::
~~o~ ICe 47043~9 :~::
~ ~.~ .9:;::
~-?.<'I..~~~~~~sd~ ...;s~
""'Z7)-- .....UlIIIC I.i o.:&""~
~/~ ~8 .......~ \;)\~.
'"/11/ Ltc SI~ '!I',....
11"",illl\"\\~
Exhibit F
General Release
1117/97
Page 4 of 4
THIS DOCUMENT IS PROTECTED BY A TIORNEY-CLIENT PRIVILEGE AND SUBJECT TO TfE
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUB LIe:
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.C.
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTI[or~
119.07(3), FLORIDA STATUTES (1996).
EXHffiIT G
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT
OFFICE OF FAIR HOUSING ENFORCEMENT
DOUGLASGARDENSCO~TY
MENT AL HEALTH CENTER OF MIAMI
BEACH, INC., a Florida Not-for-Profit
Corporation,
CASE NO. 04-96-0292-8
Complainant,
vs.
SECOND JOINT STJJ>ULATION OF
DISMISSAL WITH PREJUDICE
CITY OF MIAMI BEACH, a Florida
Municipal Corporation, MIAMI BEACH
ECONOMIC AND CO~TY
DEVELOPMENT DIVISION, MAYOR OF
THE CITY OF MIAMI BEACH, Individually,
MIAMI BEACH CITY COrvtMlSSIONERS,
Individually, MIAMI BEACH CITY
MANAGER, Individually, and SHIRLEY
T A YLOR-PRAKEL T, Individually,
Respondents.
/
Complainant, DOUGLAS GARDENS COMMUNITY MENTAL HEALTH CENTER
OF MIAMI BEACH, INC., a Florida not-for-profit corporation ("Douglas Gardens"), and
Respondents, the Mayor of the City of Miami Beach, the Miami Beach City Commissioners, thl
Exhibit G
Second Joint Stipulation of Disrnissal with Prejudice
1/17/97
Page 1 of2
Miami Beach City Manager, and Shirley Taylor-Prakelt, individually and jointly stipulate and
advise the Department of Housing and Urban Development that they have arrived at an arnicabl ~
conciliation of the dispute giving rise to the Claimant's complaint filed with the Department of
Housing and Urban Development and jointly request that the Department of Housing and Urba.l
Development dismiss the Douglas Gardens Complaint with prejudice, with each party
responsible for its own costs and attorney's fees incurred in connection with such claims, wit10 It
waiving any rights of recovery with respect to third parties.
STEEL HECTOR & DAVIS LLP
Counsel for Respondents
City of Miami Beach
4000 First Union Fnancial Center
200 South Bis e Boulevar
Miami, FI a 33
ECKERT SEAMANS CHERIN & MELLO"T
Counsel for Claimant Douglas Gardens Corr illl nity
Mental Health Center of Miami Beach, Inc.
701 Brickell Avenue
1850 Barnett Tower I) J
Miami, Florida 33131 ~ll..l) /*JI,/fl
1/22/97
Stan!
Florida Bar No. ! '1"?J (,lf~
ORDER CONFIRlvllNG STIPULA nON
The stipulation of the parties be and the sam
DONE AND ORDERED this 1L- day of
by confirmed and ratified.
1997.
MIA9510/115525-1
Exhibit G
Second Joint Stipulation of Dismissal with Prejudice
1/17/97
Page2of2
A'~.!7 ~/97
TIllS DOCUMENT IS PROTECTED BY A TIORNEY-CLIENT PRNILEGE AND SUBJECT TO nu:
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMYf FROM THE PUBLI<
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.c.
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTION
119.07(3), FLORIDA STATUTES (1996).
EXHmIT H
SECOND GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That Douglas Gardens Community Mental Health Center of Miami Beach, Inc., a H(lne a
not-for-profit corporation ("Douglas Gardens"), on behalf of itself, its attorneys, and its affiLav:s,
subsidiaries, parent corporations, directors, employees, officers, shareholders, agents, insurers,
reinsurers, sureties, predecessors, successors, assigns, members, and agents and any person ,.ct: ng
for, by or through any of the foregoing (hereinafter collectively referred to as "Releasors"), for
and in consideration of the mutual promises set forth in the Conciliation Agreement and othe r
good and valuable consideration, the receipt and sufficiency of which are hereby acknowled~:ed
HEREBY remises, releases, acquits, satisfies, and forever discharges the Mayor oftbe
City of Miami Beach, individually, the Miami Beach City Commissioners, individually, the
Miami Beach City Manager, individually, Shirley Taylor-Prakelt, individually, and the City's
employees, agents, representatives, and officers, and all their respective attorneys, agents of :h€
attorneys, trustees, officers, insurers, reinsurers, sureties, employees, agents, representatives, ax d
their respective heirs, executors, administrators, predecessors, successors and assigns and any
person acting for, by or through any of the foregoing (hereinafter collectively referred to as
"Releasees"), of and from any and all manner of action and actions, cause and causes of action,
suits, debts, dues, costs, sums of money, loss of services, obligations, liabilities, accounts,
reckonings, bonds, bills, attorneys' fees, specialties, covenants, contracts, controversies,
agreements, disputes, promises, variances, trespasses, damages, penalties, judgments, executlOl s,
claims and demands whatsoever, in law or in equity or otherwise, in contract or in tort, or uLde-
federal, state, or foreign law, which against them, or any of them, Releasors ever had or now
have, or which can, shall or may hereafter accrue for, or which any heirs, executors,
administrators, successors, or assigns of Releasors hereafter mayor shall have against Relea~ ee"~
Exhibit H
Second General Release
1/17/97
Page 1 of 4
for, upon or by reason or any matter, cause or thing whatsoever, from the beginning of the v. or d
to and including the date of this General Release and in the future to the end of time, related to:
A. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations involving, arising out of, or relatin,s t )
the subject matters ofDou~las Gardens Community Mental Health Center of Miami Beach ]~
v City of Miami Beach C 0.. et ai., HUD Case No 04-96-0292-8; and
B. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations which were, could or should have Jet:n
raised against Releasees in the administrative action styled: Dou~las Gardens Community
Mental Health Center of Miami Beach Inc v City of Miami Beach C D et al HUD Case tfu.
04-96-0292-8.
With respect to the claims, actions and causes of action released by this Release, the
Releasors hereby represent and warrant that the Releasors have not in any manner assigned,
pledged or otherwise transferred to anyone any interest in any claim released hereby, and tha':
each claim described herein is hereby fully and finally discharged, settled and satisfied. The
Releasors further agree that they shall indemnify and hold the Releasees harmless from any and
all damages, costs, expenses, attorney's fees and liabilities incurred by the Releasees by reason (of
any breach of the representations or warranties made by the Releasors herein.
It is understood and agreed that this settlement is the compromise of a disputed claim, a Id
that the mutual promises set forth in the Conciliation Agreement are not to be construed as al
admission of liability on the part of any party or parties hereto. This General Release is intenie,]
to be contractual in nature, and may not be changed except with the express prior written conse 1t
of the Releasors and the Releasees.
This General Release shall be binding upon the successors and assigns of the Releasors,
and shall inure to the benefit of the successors and assigns of the Releasees.
The Releasors further acknowledge that they have read this General Release and know is
contents, that they have had the advice of counsel as to its meaning and intent, that they are
executing this General Release freely and voluntarily for the purposes expressed herein, and tha
no promise, inducement or agreement not expressed herein has been made to them.
Exhibit H
Second General Release
1 /17/97
Page 2 of 4
However, notwithstanding the foregoing, this General Release is not intended to and do~s
not release the Releasees of any of their obligations and duties as set forth in the Conciliation
Agreement of which this General Release is a part.
IN WITNESS \VHEREOF, the Releasors, having been duly authorized to execute and
deliver this General Release, have caused these presents to be executed in their name, and its
c::borate seal to be affixed, by its proper and fully authorized officer, this ZZTI' day of
roC(Lj 1997.
//~ ~ c / '
L)t:- l/'i v(~ J '/0 14~{^-
(/
Wit::>Js. r' -r
15 {Vl' (1 r. (-er~ Ie!.
--'
Print Name
DOUGLAS GARDENS COMMUNITY MENT lL
HEAL TH CENTER OF MIAMI BEACH, INC., 1
Florida not-for-profit corporation
By fJ~ ~
Print Name: ~(6c... 9
Title: ~ ~ lie :t}Jt~-'2.
ness 1 A I
I V{laA l(OrllW1...----
/
Print Name
(Corporate Seal)
Exhibit H
Second General Release
1/17/97
Page 3 of 4
-
-L
STATE of FLORIDA )
) S.S.
COUNTY of DADE )
I hereby certify that on thiS~~Of 1997, before me, an officer d Jly
authorized in the State and County aforesaid to t e acknowled ments, personally appeared (nar le)
~/8-~~I1p</-..title) j; x-k-. ']:) 1/2 " of Douglas Gardens Community Mental Hedth
Center of Miami Beach, Inc., a not-for-profit corporation under the laws of the State ofFlonda
[ ] who is personally known to me or ~. who produced the following identifi<:at on
P J..... -Hf.-go -17 % -i.f7- $l~~d~cknowledged before me that he/she executed the foregoing docum~nt
(General Release) as his;-' free act and deed as such officer, for the uses and purposes ther~in
mentioned, that he/_ is duly authorized to execute the same on behalf of Douglas Gad ms
Community Mental Health Center of Miami Beach, Inc., and that said instrument is the act ane dl:ed
of said corporation, and that he/Milt J\1 did [ ] did not take an oath.
In Witness Wereo I have hereunto set my hand and seal in the County and State afo.es .lid
as of this ~ 1i1y of , 1997.
MIA9510/120333-1
Commission No.:
My Cor;~~"~.'~t~:
~ ':5:-'" ........:tt.tn~
~ C::) .' .~,\SSION '. u ~
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Exhibit H
Second General Release
1/17/97
Page 4 of 4
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO Till
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUBLIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.c.
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECII~,
119.07(3), FLORIDA STATUTES (1996). ~I I~ I f1
, "llrot
EXHffiIT I q
;\\ ~J ~
ESCROW AGREEMENT '~S1~\,k~I~~~~ 7
I
This Escrow Agreement ("Escrow Agreement") is made and entered into as of this L l..rd
day of January, 1997, among Steel Hector & Davis, LLP, a Florida limited liability
partnership (the "Escrow Agent"), Douglas Gardens Community Mental Health Center ofM:anu
Beach, Inc., a Florida not-for-profit corporation ("Douglas Gardens"), and the City of Miami
Beach, a Florida municipal corporation (the "City"), on behalf of itself and the Miami Beach
Economic and Community Development Division, formerly the Community Development
Division, the Mayor of the City of Miami Beach, individually, the Miami Beach City
~l"A Commissioners, individually, the Miami Beach City Manager, individually, and Shirley Taylo!'-
)\ r\' I Prakelt, individually.
~ WITNESSETH:
k1 ""I "7 \VHEREAS, Douglas Gardens and the City entered into a Conciliation Agreement, d,l.te j
r /"'. J an ua ry 22 1 1997, to settle a complaint filed on May 29, 1996, by Douglas Gardens Wl th
the Department of Housing and Urban Development ("HUD"), styled DOUilas Gardens
~
-ya Community Mental Health Center of Miami Beach, Inc v. City of Miami Beach CD., et al..
"i \ )~l BUD Case No 04-96-0292-8 (the "Dispute");
\ ,-\",~\
\ \'
~
WHEREAS, Douglas Gardens and the City desire to make arrangements with the Escrc w
Agent for the retention and delivery of the General Release and Dismissal pertaining to the said
Dispute; and
WHEREAS, the Escrow Agent has consented to serve as the escrow agent under thi~; .
Escrow Agreement and to hold the General Release and Dismissal and to deliver the General
Release and Dismissal to the City in the manner hereinafter provided, subject to the terms and
conditions hereof.
NOW THEREFORE, for and in consideration of the terms and conditions set forth
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Escrow Agent, Douglas Gardens, and the City agree as follows:
Exhibit I
Escrow Agreement
I1l7/97
Page 1 on
,I
~\~~I
A~,d4.l~
!j~/~J
1. The recitals set forth above are true and correct and are hereby incorporated hen in
by this reference.
2. The Escrow Agent acknowledges the receipt of the General Release and Joint
Stipulation of Dismissal (the "Dismissal") pertaining to the said Dispute from Douglas Gardens.
3. Within Five (5) business days after the City delivers to the Escrow Agent an
executed notice from the City, in the form attached hereto and made a part hereof as Attachment
1 ("Conditions Precedent Notice"), the Escrow Agent shall forward the original General Releasl
and Dismissal to the City, and shall deliver to Douglas Gardens a written notice that said Genen I
Release and Dismissal have been delivered to the City in the form attached hereto and made a
part hereof as Attachment 2 ("Notice of Delivery"). The City shall file the original Dismissa.
with the United States Department of Housing and Urban Development within ten (10) businl~ss
days of the receipt of same.
4. In the event that the City does not deliver the Conditions Precedent Notice on or
before the expiration of One Hundred and Eighty (180) calendar days from the date hereof, tre
Escrow Agent shall return the General Release and Dismissal to Douglas Gardens, and the
Escrow Agent shall thereupon be relieved of its obligations hereunder.
5. The Escrow Agent undertakes to perform only such duties as are expressly set
forth herein, and no implied duties or obligations shall be read into this Escrow Agreement
against the Escrow Agent.
6. The Escrow Agent may act in reliance upon any writing or instrument or signatul e
which it believes to be genuine, may assume the validity and accuracy of any statements or
assertions contained in such writing or instrument, and may assume that any person purportin:s t )
give any writing, notice, advice or instruction in connection with the provisions hereof has been
duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency
or correctness as to form, manner of execution or validity of any written instructions or
certifications delivered to it, nor as to the identity, authority or rights of any person executing th ':
same. The duties of the Escrow Agent hereunder shall be limited to the safekeeping of the
General Release and Dismissal and the delivery of the General Release and Dismissal in
accordance with the terms of this Escrow Agreement. Upon the delivery of the General ReleHse
and Dismissal in accordance with the terms hereof, or upon the return of the General Release all! I
Dismissal by the Escrow Agent to Douglas Gardens pursuant to paragraph 4 above, whichever
occurs earlier, the escrow shall terminate, and the Escrow Agent shall thereafter be released a1d
relieved of any and all liability hereunder in connection therewith.
Exhibit I
Escrow Agreement
1/17/97
Page 2 of7
7. The Escrow Agent shall not be liable for any mistakes of fact or errors of
judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or
gross negligence. The Escrow Agent may consult with counsel of its own choice and shall h,lVl
full and complete authority and protection for any action taken or suffered by it thereunder if
accordance with the advice of such counsel.
8. Douglas Gardens and the City, jointly and severally, hereby expressly agree te
indemnify and hold the Escrow Agent harmless from any and all claims, demands, causes of
action, liabilities, damages and judgments, including the cost of defending any action against t,
together with an reasonable attorneys costs, disbursements and fees incurred therewith (at all pre-
trial, trial and appellate levels), or any other expenses, fees, or charges of any character or na:ure,
in connection with the Escrow Agent's undertakings pursuant to the terms and conditions of thi ;;
Escrow Agreement (to exclude such expenses, fees, or charges related to the Escrow Agent' l
representation of the City as counsel for the City), unless such act or omission is a result oftlte
willfulness, conduct or gross negligence of the Escrow Agent.
9. In the event of any disagreement regarding the interpretation of this Escrow
Agreement, or the rights and obligations of any party hereto, or the propriety of any action
contemplated to be taken by the Escrow Agent hereunder, the Escrow Agent may, in its sole
discretion: (a) withhold the delivery of the General Release and Dismissal until such time as
Douglas Gardens and the City mutually agree upon the delivery of said documents or until ei1he'
party files an action in interpleader to resolve such disagreement, or (b) file an action in
interpleader to resolve such disagreement. The Escrow Agent shall be indemnified for all costs,
including reasonable attorneys fees, costs and disbursements, at all pre-trial, trial and appellat e
levels, by the party to this Escrow Agreement determined to be at fault by a court of competEnt
jurisdiction, in connection with the aforementioned interpleader action, and shall be fully
protected in suspending all or a part of its activities under this Escrow Agreement until a final
judgment in the interpleader action is received.
10. Compliance by the Escrow Agent with any final and non-appealable order or
judgment of a court concerning the subject matter of any such dispute or agreement shall
thereupon release and relieve the Escrow Agent from all obligation and responsibility arising
from this Escrow Agreement.
11. If, at any time during the term hereof, the Escrow Agent shall desire to resign,
such resignation shall be permitted only if a successor escrow agent satisfactory to Douglas
Gardens and the City assumes all obligations of the Escrow Agent hereunder, which successor
escrow agent shall be an attorney who is a member in good standing of The Florida Bar, or a title
company authorized to insure title to real property in the State of Florida, or a bank or trust
company having trust powers in the State of Florida, or such other entity as is acceptable to
Douglas Gardens and the City. In the event that a successor escrow agent is not accepted andle r
Exhibit I
Escrow Agreement
1/17/97
Page 3 of7
otherwise not appointed by Douglas Gardens and the City within a thirty (30) day period after t Ie
Escrow Agent's notification to the parties of its intent to resign as Escrow Agent hereunder, tht
Escrow Agent may petition a court of competent jurisdiction to appoint a successor to the E~:cr )w
Agent, and deliver the General Release and Dismissal with said court, along with an accounting
for each draw disbursed by the Escrow Agent, whereupon, the Escrow Agent shall be relieved
and released of any and all liability hereunder, provided, however, it being agreed and unders::o( d
that the Escrow Agent shall be entitled, at all times, to be reimbursed for any and all court costs
and reasonable attorneys' fees incurred in connection with any and all of the foregoing from
Douglas Gardens and the City. The liability of Douglas Gardens and the City described in the
preceding sentence shall be joint and several.
12. All notices and communications hereunder between, or among, the Escrow Agel t,
Douglas Gardens and the City shall be in writing and shall be deemed to be duly given if
telecopied during normal business days, delivered by hand or dispatched by overnight air cou ie .
delivery sent to the other parties hereto to the respective addresses and telecopy numbers set fo th
below, or at such other address and telecopy number as any party hereto may advise the other
parties in writing, and shall be deemed to be given only upon actual receipt. Furthermore, if
Douglas Gardens or the City shall give or receive any notices of default or termination pursuant
to the Settlement Agreement, a copy of same shall forthwith be delivered to the Escrow Agent j]
the manner set forth hereinabove.
13. All notices, consents, waivers, instructions or other communications which art~
required or permitted hereunder shall be properly addressed as follows:
to the Escrow Agent at:
Steel Hector & Davis, LLP, as Escrow Agent
200 South Biscayne Boulevard
Suite 4000
Miami, Florida 33131
Attn: Rebekah 1. Poston
Telecopier No.: 305/577-7001
Exhibit I
Escrow Agreement
1/17/97
Page 4 of7
to Douglas Gardens at:
Eckert Seamans Cherin & Mellott
Counsel for Claimant Douglas
Gardens Community Mental Health
Center of Miami Beach, Inc.
701 Brickell Avenue
Barnett Tower, Suite 1850
Miami, Florida 33 13 1
Attn: Stanley B. Price
Telecopier No.: 305/372-9400
to the City at:
Steel Hector & Davis, LLP
Counsel for the City of
Miami Beach
200 South Biscayne Boulevard
Suite 4000
Miami, Florida 33 13 1
Attn: Rebekah 1. Poston
Telecopier No.: 305/577-7001
14. The Escrow Agent shall be entitled to be reimbursed for its reasonable out of
pocket expenses incurred in the performance of its duties hereunder from the City, and the City
shall be obligated to reimburse the Escrow Agent therefor.
15. The parties hereto acknowledge that the Escrow Agent is also acting as counsel
for the City, and the parties hereto agree that said representation shall not restrict or prevent:he
Escrow Agent from acting as the escrow agent under this Escrow Agreement. Further, the partes
hereto hereby consent to the Escrow Agent acting as the escrow agent hereunder and as COUIlse
for the City, and acknowledge that they are estopped to object to such representation. Furthc:r,
the parties hereto hereby waive any right that they might have to raise any objection in
connection with the Escrow Agent serving as the counsel for the City in all respects, and as the
escrow agent hereunder. As the escrow agent hereunder, the Escrow Agent is hereby authorze i
by the parties hereto to represent itself and/or the City with respect to any matter which arise:; 01t
of this Escrow Agreement.
16. The rights created hereunder shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of the Escrow Agent, DougllS
Gardens, and the City.
Exhibit I
Escrow Agreement
1117/97
Page 5 of7
17. No modification, alteration or amendment of this Escrow Agreement shall be
binding unless in writing and executed by all of the parties hereto, their heirs, successors or
assigns.
18. This Escrow Agreement shall be governed by and construed in accordance wth
the laws of the State of Florida, without regard to conflict oflaw principles thereunder, and
venue for any proceeding arising out of this Escrow Agreement shall be in Dade County, Flcrica.
19. This Escrow Agreement contains the entire understanding between the partie,;
concerning the subject matter hereof and supersedes any prior or contemporaneous oral
representations between them concerning the subject matter hereof.
20. The failure of any party to enforce strict performance of the terms and conditi om
hereof, in connection with the delivery of the General Release and Dismissal to the City or
otherwise, shall not constitute a waiver of any such party's rights hereunder.
21. This Escrow Agreement may be executed in two or more counterparts, each of
which shall be an original but all of which shall together constitute one and the same agreement
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement the da~r aid
year first above written.
Signed, sealed and delivered
in the presence of:
,Ji
Print Name: 1) I M (j
~~~du
WITNESSES:
DOUGLAS GARDENS COMMUNITY rvtENTAL
:ALTL7~oiiEACR me
Print Name: ,ct,.
Title: c::r~7fJ6 ~
~. A 1d/~
C >'" / F CY/-.~ icl
/!!J;~a1j;4h
Exhibit I
Escrow Agreement
III 7/97
Page 6 of7
~,~~ ~4~
Print ame: 1SJ<./~"t.J ~ N/~<.! /.f
./
MIA9510/109518-1
,-,,-
(f-<t!.(6~r
r
APPROVED ;:.s TO
FORM & lANGUAGE
& FOR EXECUTION
iUfb/!kL
City Attorney
Exhibit I
Escrow Agreement
1/17/97
Page 7 of7
\ - 'V'l-~ 17
Dcrte '
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO THE
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUBlIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 u.s.c. ~ 552(a), PURSUANT TO 5 U.S.C.
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTION
119.07(3), FLORIDA STATUTES (1996).
EXHIBIT F
GENERAL RELEASE
KNOW ALL tvIEN BY THESE PRESENTS:
That Douglas Gardens Community Mental Health Center of Miami Beach, Inc., a Flo rid 1
not-for-profit corporation ("Douglas Gardens"), on behalf of itself, its attorneys, and its affililte;,
subsidiaries, parent corporations, directors, employees, officers, shareholders, agents, insurers,
reinsurers, sureties, predecessors, successors, assigns, members, and agents and any person a,::ti Ig
for, by or through any of the foregoing (hereinafter collectively referred to as "Releasors"), for
and in consideration of the mutual promises set forth in the Conciliation Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledg~d
HEREBY remises, releases, acquits, satisfies, and forever discharges the City ofMiani
Beach, a Florida municipal corporation, and the Miami Beach Economic and Community
Development Division, formerly the Community Development Division, and all their present :ill' l
former affiliated and subsidiary associations, corporations and divisions, if any, and their
respective attorneys, agents of the attorneys, trustees, officers, shareholders, insurers, reinsuren,
sureties, directors, stockholders, employees, agents, representatives, and their respective heir "
executors, administrators, predecessors, successors and assigns and any person acting for, by or
through any of the foregoing (hereinafter collectively referred to as "Releasees"), of and from allY
and all manner of action and actions, cause and causes of action, suits, debts, dues, costs, suns )f
money, loss of services, obligations, liabilities, accounts, reckonings, bonds, bills, attorneys' fee"
specialties, covenants, contracts, controversies, agreements, disputes, promises, variances,
trespasses, damages, penalties, judgments, executions, claims and demands whatsoever, in lau, ( r
in equity or otherwise, in contract or in tort, or under federal, state, or foreign law, which again:t
them, or any of them, Releasors ever had or now have, or which can, shall or may hereafter
accrue for, or which any heirs, executors, administrators, successors, or assigns of Releasors
hereafter mayor shall have against Releasees, for, upon or by reason or any matter, cause or
Exhibit F
General Release
1/17/97
Page 1 of 4
thing whatsoever, from the beginning of the world to and including the date of this General
Release and in the future to the end of time, related to:
A. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations involving, arising out of, or relating t< '
the subject matters ofDou~las Gardens Community Mental Health Center of Miami Beach IlQ..
v. City of Miami Beach CD., et aI., HUD Case No. 04-96-0292-8; and
B. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations which were, could or should have bel: tl
raised against Releasees in the administrative action styled: Douglas Gardens Community
Mental Health Center of Miami Beach, lnc v City of Miami Beach C D r et al HUD Case i'.[Q.
04-96-0292-8.
With respect to the claims, actions and causes of action released by this Release, the
Releasors hereby represent and warrant that the Releasors have not in any manner assigned,
pledged or otherwise transferred to anyone any interest in any claim released hereby, and that
each claim described herein is hereby fully and finally discharged, settled and satisfied. The
Releasors further agree that they shall indemnify and hold the Releasees harmless from any and
all damages, costs, expenses, attorney's fees and liabilities incurred by the Releasees by reason c f
any breach of the representations or warranties made by the Releasors herein.
It is understood and agreed that this settlement is the compromise of a disputed claim, ar d
that the mutual promises set forth in the Conciliation Agreement are not to be construed as aL
admission ofliability on the part of any party or parties hereto. This General Release is intended
to be contractual in nature, and may not be changed except with the express prior written conse! .t
of the Releasors and the Releasees.
This General Release shall be binding upon the successors and assigns of the Releasor;,
and shall inure to the benefit of the successors and assigns of the Releasees.
The Releasors further acknowledge that they have read this General Release and knovr it;
contents, that they have had the advice of counsel as to its meaning and intent, that they are
executing this General Release freely and voluntarily for the purposes expressed herein, and that
no promise, inducement or agreement not expressed herein has been made to them.
Exhibit F
General Release
1/17/97
Page 2 of 4
~&c:~~/~.y._~~1
Wit~ ,:/
/Je ,/.,:,'/' 4; F c:.~r'~/ d
. ./
Pnnt Name
However, notwithstanding the foregoing, this General Release is not intended to and dol. s
not release the Releasees of any of their obligations and duties as set forth in the Conciliation I!J
Agreement of which this General Release is a part. I.. i (',.f
IN WITNESS WHEREOF, the Releasors, having been duly authorized to execute and 11
deliver this General Release, have caused these presents to be executed in their name, and its
corporate seal to be affixed, by its proper and fully authorized officer, this 22 nd day of
January 1997. /'/~'.0-! \. ~~l~ Ad
,,--\}-J'- \; \ \~ ~~ ~ l::~'/S;,
DOUGLAS GARDENS COrvIMUNITY MENTA J
HEALTH CENTER OF MIAMI BEACH, INC, a
Florida not-for-profit corporation
:~~tN!~(~~
Title: ~c:%I71 vt:" N;t'eetJ ~
4~
111 VI a /vi tfa rh N~
/ I
. Print Name
(Corporate Seal)
Exhibit F
General Release
1/17/97
Page 3 of 4
, It(, 7
CtJ) i(?U~7
-",1-2.,"~M~
/J .
~/Jt/~9
STATE of FLORIDA )
) S.S.
COUNTY of DADE )
I hereby certifY that on this;:?;2r.?J~f 1997, before me, an officer ddy
authorized in the State and County aforesaid to ta e acknowled ents, personally appeared (narr e)
-
l:fr.J)~/.... .wo~#'S ffA4-,.oy:title),2YKU'T1 v..s: -I:1 R.. ,.0fDouglas Gardens Community Mental Hea th
Center of Miami Beach, Inc., a not-for-profit corporation under the laws of the State of Florida,
[ ] who is personally known to me or D(f who produced the following identificati m
Ft.. p.J,,# Bt30 -/7s-f?- r1:ifaZ~wledged before me that he/_executed the foregoing docum{ nt
(General Release) as his/;. free act and deed as such officer, for the uses and purposes then in
mentioned, that he/_ is duly authorized to execute the same on behalf of Douglas Garde ns
Community Mental Health Center of Miami Beach, Inc., and that said instrument is the act and de~d
of said corporation, and that he/~ did [ ] did not take an oath.
In Witness 'Yllereo I have hereunto set my hand and seal in the County and State afores, id
as of thi~,..2;t-?1a(y of , 1997.
===' ./:7
MIA95 1 011 09236-1
Commission No.:
My Co~~""I_~es:
~,,,, ~C. FA~ ~/~
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. ~ C:) ..:,~\SSION !:,-... ~
.... · .....~. 1 '-'f",o... ~
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=: ':-.:: '.) :*:=
=*: ........ : =
- . .~-
~~~ #CC470439",:~~
~~.~ ~~.. g:;::
~1?;.. ~ 9ol1d8t1<<-'- . r::s~
~ ~f-A..~Pubnc u~ ..~~.$'
".-; U: .......~ v ~....
.'11/ 'BUC Sil\\" ~,,~
1IIIflII i 111\\'\\\';;
Exhibit F
General Release
1/17/97
Page 4 of 4
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO TID
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUBLIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a), PURSUANT TO 5 U.S.CO
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTIOl'
119.07(3), FLORIDA STATUTES (1996).
EXHIBIT H
SECOND GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That Douglas Gardens Community Mental Health Center of Miami Beach, Inc., a Florid!
not-for-profit corporation ("Douglas Gardens"), on behalf of itself, its attorneys, and its affilia.te 5,
subsidiaries, parent corporations, directors, employees, officers, shareholders, agents, insurers,
reinsurers, sureties, predecessors, successors, assigns, members, and agents and any person acti Ig
for, by or through any of the foregoing (hereinafter collectively referred to as "Releasors"), fl)r
and in consideration of the mutual promises set forth in the Conciliation Agreement and othe'
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledg~d
HEREBY remises, releases, acquits, satisfies, and forever discharges the Mayor ofth~
City of Miami Beach, individually, the Miami Beach City Commissioners, individually, the
Miami Beach City Manager, individually, Shirley Taylor-Prakelt, individually, and the City's
employees, agents, representatives, and officers, and all their respective attorneys, agents of the
attorneys, trustees, officers, insurers, reinsurers, sureties, employees, agents, representatives, an j
their respective heirs, executors, administrators, predecessors, successors and assigns and an~r
person acting for, by or through any of the foregoing (hereinafter collectively referred to as
"Releasees"), of and from any and all manner of action and actions, cause and causes of action,
suits, debts, dues, costs, sums of money, loss of services, obligations, liabilities, accounts,
reckonings, bonds, bills, attorneys' fees, specialties, covenants, contracts, controversies,
agreements, disputes, promises, variances, trespasses, damages, penalties, judgments, execution;,
claims and demands whatsoever, in law or in equity or otherwise, in contract or in tort, or unde
federal, state, or foreign law, which against them, or any of them, Releasors ever had or now
have, or which can, shall or may hereafter accrue for, or which any heirs, executors,
administrators, successors, or assigns ofReleasors hereafter mayor shall have against Releasee~,
Exhibit H
Second General Release
1/17/97
Page 1 of 4
for, upon or by reason or any matter, cause or thing whatsoever, from the beginning of the WJrl i
to and including the date of this General Release and in the future to the end of time, related 10:
A. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations involving, arising out of, or relating t< '
the subject matters ofDou~las Gardens Community Mental Health Center of Miami Beach I[J.Q.
v City of Miami Beach C.D., et al., HUD Case No. 04-96-0292-8; and
B. Any and all demands, suits, claims, counterclaims, disputes, causes of action,
bond rights, liens, penalties, matters, duties or obligations which were, could or should have be~ n
raised against Releasees in the administrative action styled: Douglas Gardens Community
Mental Health Center of Miami Beach, Inc v City of Miami Beach CD, et al , HUD Case N~L
04-96-0292-8.
With respect to the claims, actions and causes of action released by this Release, the
Releasors hereby represent and warrant that the Releasors have not in any manner assigned,
pledged or otherwise transferred to anyone any interest in any claim released hereby, and tha1
each claim described herein is hereby fully and finally discharged, settled and satisfied. The
Releasors further agree that they shall indemnify and hold the Releasees harmless from any and
all damages, costs, expenses, attorney's fees and liabilities incurred by the Releasees by reason ( f
any breach of the representations or warranties made by the Releasors herein.
It is understood and agreed that this settlement is the compromise of a disputed claim, a ld
that the mutual promises set forth in the Conciliation Agreement are not to be construed as a1
admission ofliability on the part of any party or parties hereto. This General Release is intenjell
to be contractual in nature, and may not be changed except with the express prior written cOllse 1t
of the Releasors and the Releasees.
This General Release shall be binding upon the successors and assigns of the Releasors,
and shall inure to the benefit of the successors and assigns of the Releasees.
The Releasors further acknowledge that they have read this General Release and know i s
contents, that they have had the advice of counsel as to its meaning and intent, that they are
executing this General Release freely and voluntarily for the purposes expressed herein, and tha
no promise, inducement or agreement not expressed herein has been made to them.
Exhibit H
Second General Release
1/17/97
Page 2 of 4
However, notwithstanding the foregoing, this General Release is not intended to and dOl :s
not release the Releasees of any of their obligations and duties as set forth in the Conciliation
Agreement of which this General Release is a part.
IN WITNESS WHEREOF, the Releasors, having been duly authorized to execute and
deliver this General Release, have caused these presents to be executed in their name, and its
co orate seal to be affixed, by its proper and fully authorized officer, this ...zz:!!.... day of
llK.) rL- 1997.
/~; ~ 'J '
L)~lt'-(,.,l~ :J /'/.L 4-{A.
(/
Wit~s. _ -r /
/5 (" v (/ (1 r. fe r ~ let
../
Print Name
DOUGLAS GARDENS COMMUNITY MENTA L
HEAL TH CENTER OF MIAMI BEACH, INC., (
Florida not-for-profit corporation
By i2~ ~
Print Name: ~/~ "I
Title: cY ~Vi'1l1e ~1tR.11.2
(Corporate Seal)
Exhibit H
Second General Release
1/1 7/97
Page 3 of4
FL
STATE of FLORIDA )
) S.S.
COUNTY of DADE )
I hereby certify that on this~"'1iof 1997, before me, an officeI dl dy
authorized in the State and County aforesaid to t e acknowled ments, personally appeared (ran e)
~/B:~/}5IitJ"p</--.title) k x~. D 112 ., of Douglas Gardens Community Mental Eea th
Center of Miami Beach, Inc., a not-for-profit corporation under the laws of the State ofFlori:la,
[ ] who is personally known to me or M who produced the following identificati)n
-0 Y\.!
']) J..... ~gc -17% -Lf7- Y.~and acknowledged before me that he/she executed the foregoing documl nt
( General Release) as his/__ free act and deed as such officer, for the uses and purposes tb en:in
mentioned, that he/_ is duly authorized to execute the same on behalf of Douglas Ga'dt ns
Community Mental Health Center of Miami Beach, Inc., and that said instrument is the act and de~d
of said corporation, and that he/silt P(1 did [ ] did not take an oath.
In Witness ~ereo I have hereunto set my hand and seal in the County and State afores: id
as of this ~ ~y of , 1997.
e-z~
MJA95101120333-1
Notary Public
State ofF10rida
Commission No.:
My CoWmHI~s:
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1111 !/I II 1\\'\'\ .
Exhibit H
Second General Release
1/17/97
Page 4 of 4
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRNILEGE AND SUBJECT TO THE
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUBLIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 U.S.c. ~ 552(a) ,PURSUANT TO 5 U.S.c.
~ 552(h), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTION
119.07(3), FLORIDA STATUTES (1996).
EXHmIT E
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPl\1ENT
OFFICE OF FAIR HOUSING ENFORCEl\1ENT
DOUGLASGARDENSCO~TY
l\1ENT AL HEALTH CENTER OF MIAMI
BEACH, INC., a Florida Not-for-Profit
Corporation,
CASE NO. 04-96-0292-8
Complainant,
vs.
JOINT STIPULATION OF
DISMISSAL WITH PREJUDICE
CITY OF MIAMI BEACH, a Florida
Municipal Corporation, MIAMI BEACH
ECONOMIC AND COMMUNITY
DEVELOPMENT DIVISION, MAYOR OF
THE CITY OF MIAMI BEACH, Individually,
MIAMI BEACH CITY COMMlSSIONERS,
Individually, MIAMI BEACH CITY
MANAGER, Individually, and SHIRLEY
T A YLOR-PRAKEL T, Individually,
Respondents.
I
Complainant, DOUGLAS GARDENS COMMUNITY l\1ENT AL HEALTH CENTER
OF MIAMI BEACH, INC., a Florida not-for-profit corporation ("Douglas Gardens"), and
Respondents, CITY OF MIAMI BEACH, a Florida municipal corporation, and the Miami Beac!1
Exhibit E
Joint Stipulation of Dismissal with Prejudice
1/17/97
Page lof2
Economic and Community Development Division, individually and jointly stipulate and advise
the Department of Housing and Urban Development that they have arrived at an amicable
conciliation of the dispute giving rise to the Claimant's complaint filed with the Department cf
Housing and Urban Development and jointly request that the Department of Housing and Urhar
Development dismiss the Douglas Gardens Complaint with prejudice, with each party
responsible for its own costs and attorney's fees incurred in connection with such claims, withal t
waiving any rights of recovery with respect to third parties.
ECKERT SEAMANS CHERIN & l\1ELL)l T
Counsel for Claimant Douglas Gardens Comml nity
Mental Health Center of Miami Beach, Inc.
701 Brickell Avenue
50 Barnett Tower
'ami, Florida 33131
o ,~
y: Q ~ _ \. - f
Stanle
Florida Bar No. IY:b ~4 <(;
.,I.D }~D/7/
22 97
ORDER CONFIRMING STIPULATION
The stipulation of the parties be and the same' hereby confir:med and ratified.
DONE AND ORDERED this.L!!- day of 1997.
MIA9510/109300-1
Exhibit E
Joint Stipulation of Dismissal with Prejudice
1/17 /97
Page 2 of2
,~
1/#/97
/
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO TID
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUBLIC
INSPECTION AND EXAMINATION PROVISIONS OF 5 u.s.c. ~ 552(a), PURSUANT TO 5 U.S.c.
~ 552(b), AND SUBSECTION 119.07(1), FLORIDA STATUTES (1996), PURSUANT TO SUBSECTIOl'
119.07(3), FLORIDA STATUTES (1996).
EXHmIT G
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT
OFFICE OF FAIR HOUSING ENFORCEMENT
DOUGLASGARDENSCO~TY
MENTAL HEALTH CENTER OF MIAMI
BEACH, INC., a Florida Not-for-Profit
Corporation,
CASE NO. 04-96-0292-8
Complainant,
vs.
SECOND JOINT STIPULATION OF
DISMISSAL WITH PREJUDICE
CITY OF MIAMI BEACH, a Florida
Municipal Corporation, MIAMI BEACH
ECONOMIC AND COMMUNITY
DEVELOPMENT DIVISION, MAYOR OF
THE CITY OF MIAMI BEACH, Individually,
MIAMI BEACH CITY COMMISSIONERS,
Individually, MIAMI BEACH CITY
MANAGER, Individually, and SHIRLEY
T A YLOR-PRAKEL T, Individually,
Respondents.
/
Complainant, DOUGLAS GARDENS COMJ\.1UNITY MENTAL HEALTH CENTER
OF MIAMI BEACH, INC., a Florida not-for-profit corporation ("Douglas Gardens"), and
Respondents, the Mayor of the City of Miami Beach, the Miami Beach City Commissioners, th(
Exhibit G
Second Joint Stipulation of Dismissal with Prejudice
1/17/97
Page 1 of2
Miami Beach City Manager, and Shirley Taylor-Prakelt, individually and jointly stipulate and
advise the Department of Housing and Urban Development that they have arrived at an amicabl.~
conciliation of the dispute giving rise to the Claimant's complaint filed with the Department c f
Housing and Urban Development and jointly request that the Department of Housing and Urbm
Development dismiss the Douglas Gardens Complaint with prejudice, with each party
responsible for its own costs and attorney's fees incurred in connection with such claims, withOlt
waiving any rights of recovery with respect to third parties.
ECKERT SEAMANS CHERIN & l\1ELLOl T
Counsel for Claimant Douglas Gardens Commlnity
Mental Health Center of Miami Beach, Inc.
701 Brickell Avenue
1850 Barnett Tower )) 1
Miami, Florida 33131 ?I,t./J /'JI/Ql
1/22/97
Stan!
Florida Bar No. l'ij c'1.f~
ORDER CONFIRMING STIPULATION
The stipulation of the parties be and the sam
DONE AND ORDERED this iL day of
by confirmed and ratified.
1997.
MIA951O/115525-1
Exhibit G
Second Joint Stipulation of Dismissal with Prejudice
1/17/97
Page 2 of2
4, l~/sP
OFFICE OF THE CITY ATTORNEY
~ efJ/domi~
F
L
o
R
o
A
MURRAY H. DUBBIN
City Attorney
Telephone:
Telecopy:
(:~o:;:;) 673-7470
00:;) 673-7002
COMMISSION MEMORANDUM NO. ) ~O-.q 1_
DATE: MARCH 5, 1~97
FROM:
MAYOR SEYMOUR GELBER
MEMBERS OF THE CITY COMMISSION
JOSE GARCIA-PEDROSA, ~IT NAGER
MURRAY H. nUBBIN A J J.
CITY ATTORNEY I VII\
TO:
SUBJECT:
DOUGLAS GARDENS COMMUNITY MENTAL HEALTH CENTER OF
MIAMI BEACH. INC. V. CITY OF MIAMI BEACH CD.. ET AL.,
HUD CASE NO. 04-96-0292-8
The attached First Amendment amends the Conciliation Agreement by and between the
United States Department of Housing and Urban Development (HUD), Douglas Gardem
Community Mental Health Center of Miami Beach, Inc. (Douglas Garden), and the City ofMicm
Beach, as same was approved by the Mayor and City Commission and executed on January 22
1997, in settlement of the lawsuit styled Douglas Gardens Community Mental Health Center 01
Miami Beach. Inc. v. City of Miami Beach CD.. et aI., HUD Case No. 04-96-0292-8. SpecificaJy
the First Amendment inc\;rporates HUD's comments to the Conciliation Agreement as a result of it~
final review of same. These comments are as follows:
1) As a housekeeping item, the "Attorney Client" and "Work Product"
disclaimers shall be deleted from all documents.
2)
Paragraph 2 ofthe Conciliation Agreement, "Provisions for the Public
Interest," is amended to generally represent that, without admitting to
any violation of the Fair Housing Act, the City shall continue to work
with HUD to identify and resolve potential fair housing impediments,
if any. The amended language is somewhat more general, as the
original language stated that the City agreed to take such affirmative
1
1700 Convention Center Drive - Fourth Floor -- Miami Bl
Agenda Item_'~ 1 A
Date 3-5- ~l
action as may be necessary to assure the elimination of discriminatory
housing practices and the prevention of their occurrence in the future.
3) Paragraph 14 of the Conciliation Agreement, "Venue," is amended to
include that the venue for any action at law or in equity arising under
the Conciliation Agreement in which HUD is a party shall lie in the
Federal District Court for the Southern District of Florida. However,
as between Douglas Gardens and the City, the Agreement shall be
construed in accordance with the laws of the State of Florida and
venue shall lie in the Circuit Court in Dade County, Florida (as it is
anticipated that any actions between the City and Douglas Gardens
pursuant to the Agreement would be contractual issues to which HUD
foreseeably would not be a party).
4) Paragraph 16 of the Conciliation Agreement, "Departmental Review,"
clarifies that HUD's approval of the Conciliation Agreement does not
constitute HUD's approval or endorsement of the City's Consolidated
Plan as a whole beyond the specific terms of the Conciliation
Agreement.
5) As a housekeeping item, HUD has requested that the signature block
for HUD to confirm and ratify the Joint Stipulation of Dismissal with
Prejudice and the Second Joint Stipulation of Dismissal with
Prejudice be deleted from the documents.
The attached First Amendment was negotiated by and between HUD and special lege I
counsel for the City in this matter, the firm of Steel Hector Davis, LLP. As it amends th:
Conciliation Agreement executed on January 22, 1997, it is deemed to be a part of the Concilialio l
Agreement. HUD's final approval of the Conciliation Agreement settling the above-captionell
lawsuit requires the approval and execution of the First Amendment by the parties. Accordin:?;l),
as the Mayor and City Commission, following the joint recommendation ofthe Administration, Cit: '
Attorney's Office, and special legal counsel for the City, approved and authorized the Mayor illll
City Clerk to execute the Conciliation Agreement on January 22, 1997, in settlement of the abcve.
captioned lawsuit, it is thereby similarly recommended that the Mayor and City Commis~ioll
approve and authorize the Mayor and City Clerk to execute the attached First Amendment to th:
Conciliation Agreement.
RJAlkw
F:IA TTOIAGURICOMMMEMOIDG I AMND.MEM
2
Office of the City Attorney -- 1700 Convention Center Drive n Fourth Floor -- Miami Beach, FL 33139