203-95 RDA incomplete
RESOLUTION NO.
A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT
AGENCY AUTHORIZING THE EXECUTION OF A
CONTRACTUAL AGREEMENT WITH MICHAEL ROARK FOR
CONSTRUCTION MANAGEMENT SERVICES FOR THE
LINCOLN ROAD IMPROVEMENT PROJECT
WHEREAS, within the last two years, Lincoln Road has
experienced a remarkable resurgence and it is once again an active
commercial and cultural district; and
WHEREAS, the Lincoln Road improvement project is scheduled for
implementation in the summer of 1995; and
WHEREAS, due to the type of renovation program planned for
Lincoln Road, a pedestrian commercial area, it is imperative that
a construction management approach that will minimize disruption to
the offices, shops restaurants, galleries and other uses be
implemented; and
WHEREAS, three consultant firms
construction management services and
and the Lincoln Road Partnership
proposed approach which most closely
Miami Beach for this project; and
submitted proposals to provide
subsequently the Agency Board
individually discussed the
met the needs of the City of
WHEREAS, due to the complexity, public interaction and time
constraints of this project, it was determined that a construction
manager that would provide administrative oversight and work
closely with the City-appointed liaison, architects and engineers
and contractors would ensure that the proj ect is completed in
accordance with the cost, time and quality objectives of the City
of Miami Beach and the Lincoln Road Partnership; and
WHEREAS, construction management by an expert such as Michael
Roark, a principal in a local general contracting/construction
management firm, is essential to ensure the timely completion of
this project.
NOW, THEREFORE, BE IT RESOLVED BY THE MIAMI BEACH
REDEVELOPMENT AGENCY that the Agency Board hereby authorize the
Chairman and Secretary to execute the attached contractual
agreement with Michael Roark for construction management services
for the Lincoln Road improvement project.
PASSED AND ADOPTED this
day of
, 1995.
CHAIRMAN
SECRETARY
RMC:LMW
Date
8
Attachment
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 95-39
May 17, 1995
TO:
Chairman and Members of the Board
of the Miami Beach Redevelopment Agency
Roger M. Carlton jJ~
Executive Director 'VV~
FROM:
SUBJECT: A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT AGENCY
AUTHORIZING THE EXECUTION OF A CONTRACTUAL AGREEMENT
WITH MICHAEL ROARK FOR CONSTRUCTION MANAGEMENT SERVICES
FOR THE LINCOLN ROAD IMPROVEMENT PROJECT
RECOMMENDATION:
It is recommended that the Chairman and Members of the Agency Board
authorize the Administration to enter into a contractual agreement
with Michael Roark for construction management services for the
Lincoln Road improvement project.
BACKGROUND:
The Lincoln Road improvement project is scheduled for
implementation in the summer of 1995. Three consultant firms
submitted proposals to provide construction management services for
this project. The Agency Board and the Lincoln Road Partnership
have individually discussed which proposed approach most closely
meets the needs of the City of Miami Beach for this project.
Due to the complexity, public interaction and time constraints of
this project, it was determined that a construction manager that
would provide administrative oversight and work closely with the
City-appointed liaison, architects and engineers and contractors
would insure that the project is completed in accordance with the
cost, time and quality objectives of the City of Miami Beach and
the Lincoln Road Partnership.
S()UTti V()'~I:
l?edevel()pment [)lstr1c:t
C'IT CI:~I:l?
l?edevel()pment [)1str1c:t
AGENDA ITEM 2-G
May 17, 1995
19
Michael Roark is a principal in a local general contracting/
construction management firm specializing in renovation and has
constructed numerous projects in the Miami/Miami Beach areas. He
has resided on Miami Beach for the past sixteen (16) years.
The proposed fee is $150,000 plus reimbursement of approved out of
pocket expenses for a one year period. Services to be provided are
outlined in the attached proposed employment agreement.
ANALYSIS:
Within the last two years, Lincoln Road has experienced a
remarkable resurgence. It is once again an active commercial and
cultural district. Due to the type of renovation program planned
for Lincoln Road, a pedestrian commercial area, it is imperative
that a construction management approach that will minimize
disruptions to the offices, shops, restaurants, galleries and other
uses on Lincoln Road be implemented. Scheduling and phasing are
key elements along with insuring that the construction occurs in a
timely manner to mitigate the impact of these much needed
improvements on businesses and visitors to the Road. Construction
management by an expert such as Michael Roark is essential to
ensure the timely completion of this project.
CONCLUSION:
It is recommended that the Agency Board authorize the Chairman and
Secretary to execute the contractual agreement with Michael Roark
for construction management services for the Lincoln Road
improvement project.
RMC:LMW
Attachment
:.~" 20
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND MICHAEL K. ROARK FOR
CONSTRUCTION MANAGEMENT SERVICES FOR THE PROPOSED
IMPROVEMENTS WITHIN THE LINCOLN ROAD
CAPITAL IMPROVEMENTS DISTRICT
THIS AGREEMENT made this day of , 1995 by and between
the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials,
successors, legal representatives, and assigns, and MICHAEL. K. ROARK (Construction
Manager).
SECTION 1
DEFINITIONS
Agreement:
This written Agreement between the City and the Construction Manager.
Architect:
"Architect mean the principal architect for the Project, the firm of
Thompson and Wood, Inc., 14 Story Street, Cambridge, MA 02138.
City Manager:
"City Manager" means the Chief Administrative officer of the City.
Construction
Manager:
For the purposes of th is Agreement, Construction Manager shall be
deemed to be an independent contractor, and not an agent or employee
of the City.
Final Acceptance: "Final Acceptance" means notice from the City to the Construction
Manager that the Construction Manager's Services are complete as
provided in Section 4.8 of this Agreement.
Fixed Fee:
Fixed amount paid to the Construction Manager to allow for its costs and
margin of profit.
Project:
Project shall mean the Proposed Improvements within the Lincoln Road
Capital Improvements District, as defined in Specifications for Bid No.
79-94/95, together with all amendments thereto.
Project
Coord i nator:
An individual designated by the City Commission to coordinate, direct
and review on behalf of the City all technical matters involved in the
Scope of Work and Services.
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Risk Manager:
The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139.
Services:
All services (Basic and Additional), work and actions by the Construction
Manager performed pursuant to or undertaken under this Agreement
described in Section 2.
Termination:
Termination of Construction Manager Services as provided in Section
4.9 of this Agreement.
Task:
A discrete portion of the Scope of Services to be accomplished by the
Construction Manager, as described in Section 2 below, if directed and
authorized.
SECTION 2
SCOPE OF WORK AND SERVICES REQUIRED
The scope of work for this Project to be performed by the Construction Manager is set
forth in Exhibit "A", entitled "Scope of Services". {Services}
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SECTION 3
COMPENSATION
3.1
FIXED FEE
Construction Manager shall be compensated for the Basic Services performed herein
on a fixed fee basis of One Hundred Fifty Thousand and 00/100 Dollars ($150,000), for
providing the Basic Services as set forth in Exhibit "A" hereto, such fixed fee to be distributed
as follows:
I. The City will pay the Construction Manager an initial payment of $15,000
upon execution of this Agreement.
II. The remaining balance will be paid monthly in the amount of $11,250.00 per
month.
Compensation for Reimbursable and Additional Services, if any are required by the
City, shall be made in accordance with the procedure set forth in Exhibit "A."
SECTION 4
GENERAL PROVISIONS
4.1 RESPONSIBILITY OF THE CONSTRUCTION MANAGER
With respect to the performance of the Services, the Construction Manager shall
exercise that degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable Services. In its performance of
the Services, the Construction Manager shall comply with all applicable laws and ordinances,
including but not limited to applicable regulations of the City, County, State, Federal
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Government, ADA, EEO Regulations and Guidelines.
4.2
PUBLIC ENTITY CRIMES
State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida
Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by
Construction Manager.
4.3
PROIECT MANAGEMENT
The Construction Manager shall appoint a qualified individual acceptable to the City
to serve as Project Manager for the Services who shall be fully responsible for the day-to-day
activities under this Agreement and who shall serve as the primary contact for the City's
Project Coordinator.
The City shall appoint a qualified individual acceptable to the City to serve as Project
Manager for the Services who shall be fully responsible for the day-to-day activities under this
Agreement and who shall serve as the primary contact for the City's Project Coordinator.
DURATION AND EXTENT OF AGREEMENT
The term of this Agreement shall be for a period of one (1) year from the date of this
Agreement.
4.4
4.5
TIME OF COMPLETION
The Services to be rendered by the Construction Manager shall be commenced upon
receipt of a written Notice to Proceed from the City subsequent to the execution of this
Agreement, and Construction Manager shall adhere to the schedule as referenced by Exhibit
"A" hereto.
A reasonable extension of time shall be granted in the event the work of the
Construction Manager is delayed or prevented by the City or by any circumstances beyond
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the reasonable control of the Construction Manager, including weather conditions or acts of
God which render performance of the Construction Manager's duties impracticable.
4.6
NOTICE TO PROCEED
Unless directed by the City otherwise, the Construction Manager shall proceed with
the work only upon issuance of a Notice to Proceed by the City.
OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All documents prepared by the Construction Manager pursuant to this Agreement are
related exclusively to the Services described herein, and are intended or represented for
4.7
ownership by the City. Any reuse shall be approved by the City.
4.8
INDEMNIFICA TION
Construction Manager agrees to indemnify and hold harmless, the City of Miami Beach
and its officers, employees and agents, from and against any and all actions, claims, liabilities,
losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or
bodily injury, wrongful death, loss of or damage to property, in law or in equity, which may
arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful
conduct of the Construction Manager, its employees, agents, sub-consultants, or any other
person or entity acting under Construction Manager's control, in connection with the
Construction Manager's performance of the Services pursuant to this Agreement; and to that
extent, the Construction Manager shall pay all such c1ai ms and losses and shall pay all such
costs and judgments which may issue from any lawsuit arising from such claims and losses,
and shall pay all costs and attorneys fees expended by the City in the defense of such claims
and losses, including appeals. The parties agree that one percent (1 %) of the total
Compensation to the Construction Manager for performance of this Agreement is the specific
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consideration from the City to the Construction Manager for the Construction Manager's
Indemnity Agreement.
The Construction Manager's obligation under this article shall not include the
obligation to indemnify the City of Miami Beach and its officers, employees and agents, from
and against any actions or claims which arise or are alleged to have arisen from negligent acts
or omissions or other wrongful conduct of the City and its officers, employees and agents. The
parties each agree to give the other party prompt notice of any claim coming to its knowledge
that in any way directly or indirectly affects the other party.
4.9
INSURANCE REQUIREMENTS
The Construction Manager shall not commence any work pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager. The Construction Manager shall maintain and carry
in full force during the term of this Agreement and throughout the duration of this Project the
following insurance:
1. Construction Manager General Liability in the amount of $1,000,000.00. A certified
copy of the Construction Manager's Insurance Policy must be filed and approved by
the Risk Manager prior to commencement.
2. Workers Compensation & Employers Liability as required pursuant to Florida statute.
3. Thirty (30) days written notice of cancellation or substantial modification in the
insurance coverage must be given to the City's Risk Manager by the Construction
Manager and his insurance company.
4. The insurance must be furnished by insurance companies authorized to do business
in the State of Florida and approved by the City's Risk Manager.
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2',
5. Original certificates of insurance for the above coverage must be submitted to the
City's Risk Manager for approval prior to any work commencing. These certificates will
be kept on file in the office of the Risk Manager, 3rd Floor, City Hall.
6. The Construction Manager is responsible for obtaining and submitting all insurance
certificates for their consultants, if any.
All insurance policies must be issued by companies authorized to do business under
the laws of the State of Florida. The companies must be rated no less than "B +" as to
management and not less than "Class VI" as to strength by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to
the approval of the City's Risk Manager. Compliance with the foregoing requirements shall
not relieve the Construction Manager of the liabilities and obligations under this Section or
under any other portion of this Agreement, and the City shall have the right to obtain from the
Construction Manager specimen copies of the insurance policies in the event that submitted
certificates of insurance are inadequate to ascertain compliance with required overage.
4.9.1 Endorsements
All of Construction Manager's certificates, above, shall contain endorsements providing
that written notice shall be given to the City at least thirty (30) days prior to termination,
cancellation or reduction in coverage in the policy.
4.9.2 Certificates
Unless directed by the City otherwise, the Construction Manager shall not commence
any services pursuant to this Agreement until the City has received and approved, in writing,
certificates of insurance showing that the requirements of this Section (in its entirety) have
been met and provided for.
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4.10 FI NAL ACCEPTANCE
When the Construction Manager's Services have been completed, the Construction
Manager shall so advise the City in writing. Final Acceptance shall not constitute a waiver
or abandonment of any rights to remedies available to the City under any other Section of this
Agreement.
4.11
4.11.1
TERMINATION. SUSPENSION AND SANCTIONS
Termination for Cause
If through any cause within the reasonable control of the Construction Manager, the
Construction Manager shall fail to fulfill in a timely manner, or otherwise violate any of the
covenants, agreements, or stipulations material to this Agreement, the City shall thereupon
have the right to terminate the Services then remaining to be performed. Prior to exercising
its option to terminate for cause, the City shall notify the Construction Manager of its violation
of the particular terms of this Agreement and shall grant Construction Manager ten (10) days
to cure such default. If such default remains uncured after (10) days, the City, upon seven
days notice to Construction Manager, may terminate this Agreement.
In that event, all finished and unfinished documents, data, studies, surveys, drawings,
maps, models, photographs, reports and other work products prepared by the Construction
Manager and its subcontractors shall be properly del ivered to the City and the City shall
compensate the Construction Manager in accordance with Section 3 for all Services performed
by the Construction Manager prior to Termination.
Notwithstanding the above, the Construction Manager shall not be rei ieved of I iabi I ity
to the City for damages sustained by the City by virtue of any breach of the Agreement by the
Construction Manager and the City may reasonably withhold payments to the Construction
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Manager for the purposes of set off until such time as the exact amount of damages due the
City from the Construction Manager is determined.
4.11.2 Termination for Convenience of City
The City may, for its convenience, terminate the Services then remaining to be
performed at any time by giving written notice to Construction Manager of such termination,
which shall become effective seven (7) days following receipt by Construction Manager of the
written termination notice. In that event, all finished or unfinished documents and other
materials as described in Section 2 shall be properly delivered to the City. If the Agreement
is terminated by the City as provided in this Section, the City shall compensate the
Construction Manager for all Services actually performed by the Construction Manager and
reasonable direct costs of Construction Manager for assembling and delivering to City all
documents. Such payments shall be the total extent of the City's liability to the Construction
Manager upon a Termination as provided for in this Section.
4.11.3
Termination for Insolvency
The City also reserves the right to terminate the remaining Services to be performed in
the event the Construction Manager is placed either in voluntary or involuntary bankruptcy
or makes an assignment for the benefit of creditors. In such event, the right and obligations
for the parties shall be the same as provided for in Section 4.10.2.
4.11.4
Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Construction Manager's noncompliance with the nondiscrimination
provisions of this Agreement, the City shall impose such Sanctions as the City or the State of
Florida may determine to be appropriate, including but not limited to withholding of payments
to the Construction Manager under the Agreement until the Construction Manager complies
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and/or cancellation, termination or suspension of the Services, in whole or in part. In the event
the City cancels or terminates the Services pursuant to this Section the rights and obligations
of the parties shall be the same as provided in Section 4.10.2.
4.11.5 Changes and Additions
Each such change shall be directed by a written Notice signed by the duly authorized
representatives of the Construction Manager. Said Notices shall provide an equitable
adjustment in the time of performance, a reallocation of the task budget and, if applicable, any
provision of this Agreement which is affected by said Notice. The City shall not reimburse the
Construction Manager for the cost of preparing Agreement change documents, written Notices
to Proceed, or other documentation in this regard.
4.12 ASSIGNMENT. TRANSFER OR SUBCONTRACTING
The Construction Manager shall not subcontract, assign, or transfer any work under this
Agreement.
4.13 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Construction Manager shall
not discriminate against any employee or applicant for employment because of race, color,
religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap.
The Construction Manager shall take affirmative action to ensure that applicants are employed
and that employees are treated during their employment without regard to their race, color,
religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual
orientation. Such action shall include, but not be limited to the following: employment,
upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or
termination; rates of pay, or other forms of compensation; and selection for training, including
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apprenticeship.
4.14 CONFLICT OF INTEREST
The Construction Manager agrees to adhere to and be governed by the Metropol itan
Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of
Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth
herein, in connection with the contract conditions hereunder.
The Construction Manager covenants that it presently has no interest and shall not
acquire any interest, direct or indirectly which should conflict in any manner or degree with
the performance of the Services. The Construction Manager further covenants that in the
performance of this Agreement, no person having any such interest shall knowingly be
employed by the Construction Manager. No member of or delegate to the Congress of the
United States shall be admitted to any share or part of this Agreement or to any benefits arising
therefrom.
4.15 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all information, design
specifications, processes, data and findings, shall be made available to the City for public use.
No reports, other documents, articles or devices produced in whole or in part under
this Agreement shall be the subject of any application for copyright or patent by or on behalf
of the Construction Manager or its employees or subcontractors.
4.16 NOTICES
All communications relating to the day-to-day activities shall be exchanged between
the Project Manager appointed by Construction Manager and the Project Coordinator
designated by the City. The Construction Manager's Project Manager and the City's Project
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Coordinator shall be designated promptly upon commencement of the Services.
All other notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the Construction Manager and the City listed
below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an
address outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed
as follows:
TO CONSTRUCTION
MANAGER:
Michael K. Roark
4100 North Miami Avenue
Suite 100
Miami, Florida 33127
TO CITY:
Office of The City Manager
Attn: Roger Carlton, City Manager
1 700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-701
WITH COPIES TO:
Office of the City Attorney
Attn: Laurence Feingold, City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of
dispatch, on the day following the date mailed; and if mailed to an address
outside the city of dispatch on the seventh day following the date mai led.
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4.17 UTICA TION IURISDICTION
Any litigation between the parties, arising of, or in connection with this Agreement,
shall be initiated in the court system of the State of Florida.
4.18 ENTIRETY OF AGREEMENT
This writing and the Scope of Services embody the entire Agreement and understanding
between the parties hereto, and there are no other agreements and understandings, oral or
written with reference to the subject matter hereof that are not merged herein and superseded
hereby. The Scope of Services are hereby incorporated by reference into this Agreement to
the extent that the terms and conditions contained in the Scope of Services are consistent with
the Agreement. To the extent that any term in the Scope of Services is inconsistent with this
Agreement, this Agreement shall prevail.
No alteration, change, or modification of the terms of this Agreement shall be valid
unless amended in writing, signed by both parties hereto, and approved by the City
Commission of the City of Miami Beach.
This Agreement, shall be governed by and construed according to the laws of the State
of Florida_
4.19 LIMITATION OF CITY'S L1ABI L1TY
The City desires to enter into this Agreement only if in so doing the City can place a
limit on the City's liability for any cause of action for money damages due to an alleged
breach by the City of this Agreement, so that its liability for any such breach never exceeds
the sum of $150,000.00. Construction Manager hereby expresses its willingness to enter into
this Agreement with Construction Manager's recovery from the City for any damage action for
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breach of contract to be limited to a maximum amount of $150,000 less the amount of all
funds actually paid by the City to Construction Manager pursuant to this agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Construction Manager hereby agrees that the City shall not be liable to the Construction
Manager for damages in an amount in excess of $150,000 which amount shall be reduced by
the amount actually paid by the City to Construction Manager pursuant to this agreement, for
any action or claim for breach of contract arising out of the performance or non-performance
of any obligations imposed upon the City by this Agreement. Nothing contained in this
paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the
limitation placed upon City's liability as set forth in Florida Statutes, Section 768.28.
4.20 ARBITRA liON
Any controversy or claim for money damages arISing out of or relating to this
Agreement, or the breach hereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and the arbitration
award shall be final and binding upon the parties hereto and subject to no appeal, and shall
deal with the question of the costs of arbitration and all matters related thereto. In that regard,
the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon
the arbitrator, then the American Arbitration Association shall appoint one. Judgement upon
the award rendered may be entered into any court having jurisdiction, or application may be
made to such court for an order of enforcement. Any controversy or claim other than a
controversy or claim for money damages arising out of or relating to this Agreement, or the
breach hereof, including any controversy or claim relating to the right to specific performance
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shall be settled by litigation and not arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY:
CITY OF MIAMI BEACH, flORIDA
ATTEST:
By: By:
City Clerk Mayor
FOR CONSTRUCTION MANAGER: MICHAEL K. ROARK:
ATTEST:
By:
Secretary
President
Corporate Seal
C:\WPWI N60\WPDOCS\AG REEMNT. RIA \ROARKCON. LI N
FORM APPROVED
REDEVELOPME ENCY
GE ER OU EL ~~
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Date /'
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