97-22269 RESO
RESOLUTION NO.
97-22269
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 CONCILIATION AGREEMENT BETWEEN THE CITY AND
DOUGLAS GARDENS COMMUNITY MENTAL HEALTH CENTER
OF MIAMI BEACH, INC., IN SETTLEMENT OF THE LAWSUIT
STYLED DOUGLAS GARDENS COMMUNITY MENTAL HEALTH
CENTER OF MIAMI BEACH. INC. V. CITY OF MIAMI BEACH.
C.D..ET AL, HUD CASE NO. 04-96-0292-8; FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE
AN ESCROW AGREEMENT FOR RETENTION AND DELIVERY OF
THE GENERAL RELEASE AND JOINT STIPULATION OF
DISMISSAL WITH PREJUDICE PERTAINING TO SAID LAWSUIT
AS TO THE CITY; AUTHORIZING THE FIRM OF STEEL HECTOR
& DAVIS LLP, AS SPECIAL LEGAL COUNSEL FOR THE CITY, TO
EXECUTE THE JOINT STIPULATION OF DISMISSAL WITH
PREJUDICE AND THE SECOND JOINT STIPULATION OF
DISMISSAL WITH PREJUDICE; AND FURTHER AUTHORIZING
THE MAYOR, CITY CLERK, AND STEEL HECTOR & DAVIS, LLP
TO EXECUTE ANY AND ALL RELATED DOCUMENTS, SUBJECT
TO REVIEW BY THE CITY ATTORNEY'S OFFICE AND STEEL
HECTOR & DAVIS LLP, IN FULL AND FINAL SETTLEMENT OF
THIS MATTER.
WHEREAS, on May 29, 1996, Douglas Gardens Community Mental Health Centt:r · If
Miami Beach, Inc. (Douglas Gardens) filed a complaint with the Department of Housing and Urb~ n
Development (HUD) styled Douglas Gardens Community Mental Health Center of Miami Bfacb
Inc. v. City of Miami Beach. C.D.. et aI, HUD Case No. 04-96-0292-8 (the Dispute), allegir g
violations of the Fair Housing Act, as amended, 42 U.S.C., Sections 3601-3619 (1989), invol vir g
the proposed "Mayfair Project," to be located at the Mayfair Hotel, 1960 Park Avenue, Miafli
Beach, Florida; and
WHEREAS, on June 18, 1996, the City retained the firm of Steel Hector & Davis LLP 0
represent it in the above referenced dispute and to commence conciliation (i.e. settleme lt
proceedings) involving the parties and HUD, acting as a liaison; and
WHEREAS, at executive sessions held on July 17, 1996, September 11, 1996, at d
December 18, 1996, the Mayor and City Commission discussed possible alternatives to reach a
settlement with Douglas Gardens; and
WHEREAS, in settlement of the dispute, the City's special legal counsel, Steel Hect)r ~
Davis LLP, interacting with HUD and Douglas Gardens, and in collaboration with tlle
Administration and City Attorney's Office, has prepared the attached Conciliation Agreemer t,
Escrow Agreement, General Release, Second General Release, Joint Stipulation of Dismissal 'Nit 1
Prejudice, and Second Joint Stipulation of Dismissal with Prejudice; and
WHEREAS, the Conciliation Agreement also stipulates that the City shall consider th e
adoption of a resolution ("Settlement Award Resolution") at the March 5, 1997 City Commis,io 1
meeting, authorizing the City to approve the execution of a HOME Investment Partnerships PrograI 1
Agreement, which shall provide for the commitment of exclusively uncommitted HOME Investnel t
Partnerships Program funds in the amount of Seven Hundred Fifty Thousand Dollars ($750,OOO.O()
to Douglas Gardens.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITI
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and Cit y
Commission herein approve and authorize the Mayor and City Clerk to execute the attac he :l
Conciliation Agreement between the City and Douglas Gardens Community Mental Health Centt. r
of Miami Beach, Inc., in settlement of the lawsuit styled Douglas Gardens Community Mentel
Health Center of Miami Beach. Inc. v. City of Miami Beach. C.D..et al. HUD Case No. 04-96-W9:-
8; further authorize the Mayor and City Clerk to execute an Escrow Agreement for retention an:l
delivery of the General Releases and Joint Stipulation of Dismissal with Prejudice pertaining to sai:l
lawsuit; authorize the firm of Steel Hector & Davis LLP, as special legal counsel for the Cit~" t)
execute the Joint Stipulation of Dismissal with Prejudice and the Second Joint Stipulation (f
Dismissal with Prejudice; and further authorize the Mayor, City Clerk, and Steel Hector & D,vi:,
LLP to execute any and all related documents, subject to review by the City Attorney's Office an :l
Steel Hector & Davis LLP, in full and final settlement of this matter.
PASSED AND ADOPTED this22ndday of
ATTEST:
~ku~ t faA-~
CITY CLERK
MAYOR
F.IA TTOIAGURIRESOLUTN\DOUG.GD2.AGR
"
APPRoveo AS TO
FORM & LANGUAGE
& FOR EXECUTION
~~iL-
J - ).. J..-~ )
Oate-
, f
\/ r'
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO.
FROM:
Mayor Seymour Gelber and
Members of the City Commission
WJ-'
(
/ . I
), I',
Murray H. DUbbin\1j./ti
City Attorney /v
DATE:
January 22, 19! 7
TO:
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING n. E
MAYOR AND CITY CLERK TO EXECUTE THE CONCILlA TIC N
AGREEMENT BETWEEN THE CITY AND DOUGLAS GARDIE~"S
COMMUNITY MENTAL HEALTH CENTER OF MIAMI BEACH, INC., N
SETTLEMENT OF THE LAWSUIT STYLED DOUGLAS GARDIEf\,S
COMMUNITY MENTAL HEALTH CENTER OF MIAMI BEACH. INC. J.
CITY OF MIAMI BEACH. C.D.. ET AL, HUD CASE NO. 04-96-02~iI2.3;
FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUli 'E
AN ESCROW AGREEMENT FOR RETENTION AND DELIVERY OF n. E
GENERAL RELEASE AND JOINT STIPULATION OF DISMISSAL Vl/n H
PREJUDICE PERTAINING TO SAID LAWSUIT AS TO THE CIT(;
AUTHORIZING THE FIRM OF STEEL HECTOR & DAVIS LLP, t~ S
SPECIAL LEGAL COUNSEL FOR THE CITY, TO EXECUTE THE JOI~'iT
STIPULATION OF DISMISSAL WITH PREJUDICE AND THE SECOt\" D
JOINT STIPULATION OF DISMISSAL WITH PREJUDICE; AND FURTiHE R
AUTHORIZING THE MAYOR, CITY CLERK, AND STEEL HECTOR &
DAVIS LLP TO EXECUTE ANY AND ALL RELATED DOCUMENT 5,
SUBJECT TO REVIEW BY THE CITY ATTORNEY'S OFFICE AND STEEL
HECTOR & DAVIS LLP, IN FULL AND FINAL SETTLEMENT OF TH S
MA TTER.
RECOMMENDA TION:
The City Attorney and the firm of Steel Hector & Davis LLP, as special legal counsel to tile
City, recommend that the Mayor and City Commission adopt a Resolution approving alld
authorizing the Mayor and City Clerk to execute the attached Conciliation Agreement
between the City of Miami Beach and Douglas Gardens Community Mental Health CEmt~r
of Miami Beach, Inc. in settlement of the lawsuit styled Douglas Gardens Communty
Mental Health Center of Miami Beach. Inc. v. City of Miami Beach C.D.. et a!. HUD ca:~;e
no. 04-96-0292-8: authorize the Mayor and City Clerk to execute an Escrow AgreemE'nt
for retention and delivery of the General Release and Joint Stipulation of Dismissal wth
AGENDA ITEM 1\ '7 t :-
DATE ;1;.:;: /91
~,
COMMISSION MEMORANCur.'
JANUARY 22, 199 r
PAG,E .~
Prejudice pertaining to said lawsuit as to the City; authorize the firm of Steel Hector l'~
Davis LLP, as special legal counsel for the City, to execute the Joint Stipulation cf
Dismissal with Prejudice and the Second Joint Stipulation with Prejudice; and furthe.r
authorize the Mayor, City Clerk, and Steel Hector & Davis LLP to execute any anci a I
related documents, subject to review by the City Attorney's Office and Steel Hector & Davi,
LLP, in full and final settlement of this matter.
BACKGROUND:
Douglas Gardens filed a complaint with the Department of Housing and Urba 1
Development ("HUD") on May 29, 1996, styled Douglas Gardens Community Me:ltcj
Health Center of Miami Beach. Inc. v. City of Miami Beach C.D.. et ai, HUD Case No. 041-
96-0292-8 alleging violations of the Fair Housing Act, as amended, 42 U.S.C. 993601-3131 ~
(1989) involving the proposed "Mayfair Project" to be located at the Mayfair Hotel, 196 )
Park Avenue, Miami Beach.
ANALYSIS:
On June 18, 1996 the City retained Steel Hector & Davis LLP (Special legal counsel; t)
represent the City. Special legal counsel engaged in settlement negotiations for th~
above-referenced lawsuit interacting with the U.S. HUD, Office of Fair Housing an j
Enforcement Center, and Douglas Gardens under the conciliation provisions of the Fa r
Housing Act.
At special Executive Sessions held on July 17, 1996, September 11, 1996, and Decerr be. r
18, 1996, the City Commission discussed possible alternatives to reach a settlement wit 1
Douglas Gardens.
After further settlement negotiations, special legal counsel, interacting with U.S. HUD an.j
Douglas Gardens and in collaboration with counsel for the City and the City staff, ',a;
prepared the attached Conciliation Agreement, Escrow Agreement, General RelecilsE,
Second General Release, Joint Stipulation of Dismissal with Prejudice, and Second Joirt
Stipulation of Dismissal with Prejudice.
On November 26, 1996, Douglas Gardens obtained an appraisal of the property whicl
shows a valuation of $1,180,000.00. The estimated cost of the required rehabilitation cf
the property and soft costs is $623,000.00, for a total estimated project cost cf
$1,803,000.00. Douglas Gardens has obtained $1,053,300.00 in funding commitment,
for the project from various other sources.
One of the terms of the Conciliation Agreement stipulates that the City shall consider th,~
COMMISSION MEMORANDU~I
JANUARY 22, 1991
PAGE .~
adoption of a resolution ("Settlement Award Resolution") at the March 5, 1997 Cit l
Commission meeting, authorizing the City to approve the execution of a HOME Investrrer t
Partnerships Program Agreement, which shall provide for the commitment of exclusi\'ell
uncommitted HOME Investment Partnerships Program funds in the amount of Se"/el
Hundred and Fifty Thousand dollars ($750,000.00) to Douglas Gardens. The City sha I
be entitled to a setoff of any amount due hereunder to the extent of the funds awarded t)
Douglas Gardens by any government or private sources.
CONCLUSION:
The City Attorney and the firm of Steel Hector & Davis LLP, as special legal counsel to th .~
City, recommend that the Mayor and City Commission adopt a Resolution approving ;mj
authorizing the Mayor and City Clerk to execute the attached Conciliation Agreerrer t
between the City of Miami Beach and Douglas Gardens Community Mental Health Cel1te r
of Miami Beach, Inc. in settlement of the lawsuit styled Douglas Gardens Communitl
Mental Health Center of Miami Beach. Inc. v. City of Miami Beach C.D.. et al. HUD cas.~
no. 04-96-0292-8; authorize the Mayor and City Clerk to execute an Escrow Agreerner t
for retention and delivery of the General Release and Joint Stipulation of Dismissal VJit 1
Prejudice pertaining to said lawsuit as to the City; authorize the firm of Steel Hector ,.~
Davis LLP, as special legal counsel for the City, to execute the Joint Stipulation (f
Dismissal with Prejudice and the Second Joint Stipulation with Prejudice; and fur:hE r
authorize the Mayor, City Clerk, and Steel Hector & Davis LLP to execute any and eill
related documents, subject to review by the City Attorney's Office and Steel Hector & DaV!!5
LLP, in full and final settlement of this matter.
MHD/HSM/RAlMDC
MDC:DG-SETTL ME v1
TIllS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO 1m:
ATTORNEY WORK PRODUCT DOCTRINE. TIllS DOCUMENT IS EXEMPT 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 SUBSECTI[Oll
119.07(3), FLORIDA STATUTES (1996).
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT
OFFICE OF FAIR HOUSING ENFORCEMENT
DOUGLAS GARDENS COMMUNITY
MENTAL 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 COMMUNITY
DEVELOPMENT DIVISION, MAYOR
OF THE CITY OF MIAMI BEACH,
Individually, MIAMI BEACH CITY
COMMISSIONERS, Individually, MIAMI
BEACH CITY MANAGER, Individually,
and SHIRLEY TAYLOR-PRAKELT,
Individually,
CON CILIA TION AGREEMENT
Respondents.
/
This Conciliation Agreement is entered into by and between the United States
Department of Housing and Urban Development ("Departmentll), Douglas Gardens Communit {
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 eCity"), 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 Commissioners, individually, the Miami Beach City Manager, individually,
and Shirley Taylor-Prakelt, individually.
Conciliation Agreement
1/17/97
Page 1 ofl2
WHEREAS, Douglas Gardens filed a complaint with the Department of Housing and
Urban Development ("HUD") on May 29, 1996, styled Douglas Gardens Community Mental
Health Center of Miami Beach, Inc. v. City of Miami Beach C.D., et aI., HUn Case No. 04-;16
0292-8 (the "Dispute"), alleging violations of the Fair Housing Act, as amended, 42 U.S.c.
SS 3601-3619 (1989).
WHEREAS, the Department and the parties hereto wish to reach a just resolution of th ~
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 her eir by ~
this reference.
2. Provisions for the Public Interest.
In order to assure that the public interest is protected, the City, without admiltir g
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 5la 5
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 otl1e
F ederallaw, where such private right of action does not presently exist as of the date hereof. It
the event that the City does not adopt the Certificate of Consistency Resolution (as hereinafter
defined), the Settlement Award Resolution (as hereinafter defined), or the Consolidated Plan
Resolution (as hereinafter defined), Douglas Gardens, the City, and the Miami Beach Econonil.
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;)97
City Commission meeting authorizing the Miami Beach City Manager tc
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 Commissicn
meeting is rescheduled or otherwise postponed, the Mayor and City
Commission shall consider the adoption of said Certificate of Consistenc ,
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 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. S 91.105(c) (1995 ~
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 HOME
Investment Partnerships Program Agreement, in substantially the form
attached hereto as Exhibit A ("HOME Agreement"). In the event that th ~
Settlement Award Resolution is adopted, the Settlement Award ResolJti m
shall provide in its terms that the Settlement Award Resolution shall n)t
become effective unless and until: (a) Douglas Gardens submits all
information regarding the Mayfair Project required by 24 C.F.R. Parts 9]
and 92 (the "HOME 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 Cit:l tll
fulfill its management obligations, pursuant to the HOME 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") within
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 HOME Agreement, on the Mayfair Pro~ ec
within twelve (12) months from the date of execution of the HOME
Agreement by Douglas Gardens; (ii) verify to the reasonable satisfaction
of the City, that commencement of construction is reasonably expected tl '
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 HOME Funds paid by the City to Douglas Gardens in the event that
Douglas Gardens fails to commence construction within such twelve ([2:-
Conciliation Agreement
1/17/97
Page 3 of 12
month period. Douglas Gardens shall execute the HOME Agreement pI ior
to the date of closing on the purchase of the Building. The City shall
execute the HOME Agreement within forty-five (45) calendar days after
Douglas Gardens completes the requirements set forth in subparagra1= hs
3B(a), (b), (c) (i), and (c)(ii) of this Conciliation Agreement. The HO\11 ~
Agreement shall provide for the commitment of exclusively uncommi1 tell
HOME Investment Partnerships Program funds in the amount of Seven
Hundred and Fifty Thousand and No/lOO Dollars ($750,000.00) (the
"HOME Funds") to be paid by check made payable to Douglas GardEns
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 or
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 HOME Funds are tc 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 ProjEct,
and the HOME Agreement shall specify the payment terms. In the even
that said City Commission meeting is rescheduled or otherwise postpom d,
the Mayor and City Commission shall consider the adoption of said
Settlement Award Resolution at the next scheduled meeting of the Ci1Y
Commission.
In the event that the City makes any payments to Douglas Gardens
pursuant to the terms of the Settlement Award Resolution, and thereafte',
on or before December 31, 1997, any government or private sources ; 19l ee
to award Douglas Gardens funds for the Mayfair Project, Douglas Gardl ns
shall refund such payments made by the City to the extent that such fr nd 5
from government or private sources, when combined with the paymert
from the City pursuant to the Settlement Award Resolution and the tc tal
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"), excee I
the total project cost for the Mayfair Project, to include the contingency for
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 hov/e, 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 of Miarr i
Beach within five (5) business days of receipt of such awarded funds, an I
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 Gar de IS
pursuant to the Settlement Award Resolution and the City has otherwise
complied with the terms and conditions hereof and, on or before
December 31, 1997, any government or private sources agree to awal d
Douglas Gardens funds for the said Mayfair Project which, when
combined with the payments from the City pursuant to the Settlement
Award Resolution and the total funds available to Douglas Gardens a~:
identified in the Cost Sharing Budget, exceed the total project cost, a~
shown in the Project Cost Pro Forma, the City shall be entitled to a setoJ f
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 Cit~r
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. S 91.105(c) (1'/9: ;),
to amend the City of Miami Beachls Consolidated Plan (the "Plan") as it
pertains to:
I. the approval of Special Needs Housing (as defined in the Plan) 01.
a case-by-case basis, in the following manner:
The language "when there is community support" shall be remOVI d
from the sentence, "Special needs housing can be considered on <:
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 SUPPOfl, II
which appears at page 6-17 of the Plan; the word "both" and tl Ie
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 appea's ; t
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; anc
the language "when there is community support" shall be remove,[
from the sentence, "Special needs housing can be considered 01 a
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
1/17/97
Page 5 of 12
2. the funding of SRO units (as defined in the Plan), in the followinf
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 in tt e
future," which appears at page 8 of the Commission Memoran:lu: n
No. 645-95, dated July 26, 1995, attached as an appendix to the
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 Resoluti( Ill,
and the Settlement Award Resolution as adopted and shall deliver to t le
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 ado1= tic n
by the City Commission of the Consolidated Plan Resolution, or (c) th e
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 Douglas
Gardens Community Mental Health Center of Miami Beach, IrlC....1l..
City of Miami Beach CD, et ai, mID Case No 04-96-0292-6-
(the "Dismissal"), in the form attached hereto and incorporated b 7
this reference herein as Exhibit E, and deliver the Dismissal to thl
Conciliation Agreement
1/17/97
Page 6 ofl2
Escrow Agent (as hereinafter defined) contemporaneously wi,h' he
execution hereof.
(2) Execute a General Release, releasing the City, the Miami Beach
Economic and Community Development Division, and the Ci1y's
employees, agents, representatives, and officers, from any and al
demands, suits, claims, bond rights and liens of Douglas Gard~m
involving, arising out of, or relating to the subject matters of the
complaint with HUD, styled Douglas Gardens Community Ment !l
Health Center of Miami Beach, Inc v City of Miami Beach ( . D +
et aI., 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;icl
City Manager, individually, and Shirley Taylor-Prakelt,
individually, of the Complaint with HUD, styled Douglas Gar(~ ~
Community Mental Health Center of Miami Beach, Inc v. CitU f
Miami Beach CD, et ai, HUD Case No 04-96-0292-8 (the
"Second Dismissal") in the form attached hereto and incorporate 1
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; tle
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 all
demands, suits, claims, bond rights and liens of Douglas Gardens
involving, arising out of, or relating to the subject matters of tile
complaint with HUD, styled Douglas Gardens Community Mmtd
Health Center of Miami Beach, Inc 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 H. Dougb.s
Gardens shall deliver the original executed Second General
Release to the City contemporaneously with the execution her eo: :
Conciliation Agreement
1/17/97
Page 7 of 12
B. Douglas Gardens shall:
(1) Enter into the Purchase Agreement within 180 calendar days f'Oll
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' he
Purchase Agreement.
(3) Commence construction on the Mayfair Project within twelve (1::)
months from the date of execution of the HOME 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.
SS 4601-4655 (1996) and 49 C.F.R. Part 24 (1995), in the evmt
that displacement of such tenants or occupants should occur a:; tIe
result of the rehabilitation, demolition, code enforcement, or
acquisition of the Building for or in connection with the Mayfa ir
Project.
5. Tolling of Period for Satisfaction.
The time period for satisfaction of the Cityls obligations as defined in paragraph )
above and, correspondingly, Douglas Gardenls 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 aI e
taken by the City that accomplish any of the Cityls obligations under this Conciliation AgreenIeI 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
Cityls 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 w
Agreement attached hereto and incorporated by this reference herein as Exhibit I.
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 Miar Ii
Beach City Commission's agenda for reconsideration in the Consolidated Plan renewal perio:l
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 M~yf jr
project: "All requests for Certificates of Consistency or Section 213 Letters of Support will
require City Commission review and approval, II such language appearing at page iv of the PI an
and at page 3 of the Commission Memorandum No. 645-95, dated July 26, 1995, attached as a 1
appendix to the Plan. Said reconsideration should include, but not be limited to, changing the
language to: "All requests for Certificates of Consistency or Section 213 Letters of Support w II
require City Manager review and approval. "
9. Construction.
The terms and provisions of this Agreement shall not be construed more stric:ly ~
against one party than against the other party merely by virtue of the fact that this Agreement h lS
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 partiesl
successors and assigns.
11. Amendment.
No change to the provisions of this Agreement shall be binding upon the parties
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 unenforce~.bll :
pursuant to a final, non-appealable order of a court of competent jurisdiction, then, if reasom.bl: '
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 to
this Agreement of a breach of any provision of this Agreement shall not operate or be constme(
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 Agreerren:
to exercise, and no delay in exercising, any right, power or remedy under this Agreement sh,U
operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy lY
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 of
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 concerni ng
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 amendej, ~2
U.S.C. S 3614 (b) (2), and in accordance with the Provisions of24 C.F.R. S 103.335, the
Department may, from time to time, review compliance with this Conciliation Agreement, an d, .f
necessary, recommend to the Attorney General that a civil action be filed to seek the enforcemf nt
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.
C. All signatories to this Agreement certify that they have authority to entel
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 origiral,
and all such counterparts together shall constitute one and the same
Conciliation Agreement.
IN WITNESS WHEREOF, the parties have executed this Conciliation Agreement as 01
the date first written above.
WITNESSES:
~~ j_ffiw,{
Wi!J15Ss
/5ei/t/'fy F. cr-erd-II
Print Name
u
ATTEST:
J<ob~ ~
City Clerk
APPROVE~A S TO FORM AND
CORREC~\S:
\
City Attorney \
DOUGLAS GARDENS COMMUNITY MENThL
HEALTH CENTER OF MIAMI BEACH, INC., a
::rida U]};w;ation
Print Name: )/?Nfr::i:... ~1tP't
Title: C](ec.lJ?7v~ ~/lCa TfJ/Z.
I_I'~
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
,1 tili.
~m~
/ ~2-:;.:~
Dote
Conciliation Agreement
1/17/97
Page 11 of12
We recommend approval of this Conciliation Agreement:
Conciliator
Desmond A. Pridgen
(Date)
Dale Rhines
Acting Director
Enforcement Branch
Fair Housing Enforcement Center
Approved on behalf of the Department
(Date)
Shirley 1. Wilkins
Director
Fair Housing Enforcement Division
Fair Housing Enforcement Center
MIA9 51 0/97872-2
(Date)
Conciliation Agreement
1/17/97
Page 12 of 12
c^t1.1.0.1..l t'\
NOTE: THIS AGREEMENT IS BASED ON THE INTERIM HOME INVEST \1ENT
PARTNERSHIPS PROGRAM HOME RULE, 24 CFR PART 92, DATED JULY .112,1995,
AND MAY NOT INCORPORATE ALL CHANGES CONTAINED IN THE FINAt HOME
RULE, 24 CFR PART 91 AND 92, EFFECTIVE OCTOBER 16, 1996. THE CITY
RESERVES THE RIGHT TO REVISE THE AGREEMENT TO COMPLY WITH THE :INAl
HOME RULE, EFFECTIVE OCTOBER 16,1996, AS AMENDED.
PROJECT AGREEMENT
THIS AGREEMENT, entered into this _ day of ,1996 by and between the CITY OF MIAMI
BEACH, a Florida municipal corporation, having its principal office at 1700 Convention Center Drive,
Miami Beach, Florida, (hereinafter referred to as City), and the DOUGLAS GARDENS COMMUNITY
MENTAL HEALTH CENTER OF MIAMI BEACH, INC., a Florida Not-for-Profit Corporclltic" with
offices located at 701 Lincoln Road, Miami Beach, Florida (hereinafter referred to as DGC~'HC).
WITNESSETH:
WHEREAS, the U.S. Department of Housing and Urban Development (HUD) has 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 under the
HUD rules, which 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 tIe City
through its Consolidated Plan, which was adopted by Resolution No. 95-21670, on July 26, 19~5 and
its One-Year Action Plan for FY 1996/97 Federal Funds adopted by Resolution No. 96-22~,.6 '10 July
3,1996;and
WHEREAS, DGCMHC certifies that it possesses the legal authority to enter irto this
Agreement. by way of a resolution, motion, or similar action that has been duly adopted or I'assed
as an official act of the OGCMHC governing body, authorizing the execution of this AS:lrelment,
induding all understandings and assurances contained herein, and authorizing the person idfntified
as the official representative of DGCMHC to act in connection with this Agreement and 10 ~rovide
such additional information as may be required; and
WHEREAS, it is acknowledged and agreed that funds to be granted to DGCMHC dE!~rive from
Federal funds appropriated to the City by HUD, for the uses and purposes herein refem'!d '0 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 requlltions;
and
NOW, THEREFORE, in consideration of the mutual promises contained herein, ttle larties
hereto agree as follows:
1
ARTICLE I
DEFINITIONS
As used in this Agreement the terms listed below shall have the following meanings:
(a) HOME: HOME Investment Partnerships Program, 24 CFR Part 91 and 92, as alle 1ded.
(b) HUD: United States Department of Housing and Urban Development.
(c) Funds: HOME Program funds.
(d) Terms defined in the HOME Investment Partnerships Program Final Rule, 24 CFH Parts 91
and 92, September 16, 1996, and any amendments thereto: Any term defined in tile HOME
Investment Partnerships Program rule, not otherwise defined in this Agreement, shall he ve the
meaning set forth in said rule.
(e) Commence construction: wori< shall be considered to have commenced when, in thelpinion
of the City, a full complement of wori<ers and equipment is present at the site of the Prc'ject to
diligently incorporate materials and equipment into the structure throughout the day on elch full
working day, weather permitting.
ARTICLE II
AllOCATION OF HOME FUNDS
The 9ty~g~e~~ to. allocate HOME funds to OGCMHC in the amOLlnt of
q($)<q) (referred to herein as the "HOME Funds" or the "Fun::ls'l The
Funds will be used by Douglas Gardens solely for the acquisition of the Mayfair Hotel, oClted at
1960 Pari< Avenue, Miami Beach, Florida, a three-story building consisting of 42 zero-bedrcon' units..
OGCMHS currently leases the Mayfair Hotel and is providing rental housing for its low and Vl!ry-Iow
income dients. The Mayfair Hotel will continue in its present use and will be rehabilitated ai more
fully described in the Scope of Services (Exhibit A), and Budget (Exhibit B), attachedlereto.
DGCMHC agrees that it will execute a Restrictive Covenant with the City that will::letail the
restrictions imposed upon OGCMHC in consideration for the Funds provided for the Ma)'fai' Hotel
that will be recorded in the Official Records of Dade County Florida.
ARTICLE III
PROGRAM INCOME
OGCMHC 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! , 2$ CFR
Part 91 and 92, as amended.
ARTICLE IV
SPECIAL PROVISIONS APPLICABLE TO FUNDS PROVIDED UNDER THE HOME PROG~M
OGCMHC expressly agrees to the following terms and conditions in conformity with 2 J CFR
Parts 91 and 92:
(a) Affordability Period. The period of time HOME assisted units must remain affo 'dable
is in accordance with 24 CFR 92.252 or 24 CFR 92.254 as applicable, or the term of a HUD ir sured
mortgage, whichever period occurs later. The funds, in accordance with the Scope of Se!Nices
(Exhibit A) and Budget (Exhibit B), shall be repaid to the City in the event the housing does no meet
the afforcfability requirements for the specified time period in accordance with 24 CFR Part 9.Z.~:>3(b),
(b) Repayment of Funds; Transfer of Title. The Funds (which definition shall indu1e the
allocation of any additional funds that may be provided by the City in the future as a re~;;ult of an
2
amendment or modification of this Agreement) shall be repaid in their entirety if the HOM:: l nits do
not meet the affordability requirements for the specified time period, in accordance with the terms
of this Agreement and the Regulations. Any violation of the affordability requirements n"la) at the
City's option, result in the entire amount of the Funds, as indicated in Artide II or as sut:se~uently
amended or modified, to be returned and/or otherwise repaid by DGCMHC to the City. r1e City
reserves the right to review the affordability requirements, as set forth herein. ConcurrentNith its
execution of this Agreement andlor any projeds pursuant to this Agreement, OGCMHC shell! Execute
a Restrictive Covenant incorporating the terms of this section.
(c) Rent Umitation. HOME assisted rental units will bear rents in accordance with ~ 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 allowances proposed by::he owner
prior to initial occupancy. OGCMHC must reexamine and document the income of each tenar t living
in the HOME assisted units at least annually. The maximum monthly rent must be recal<:ul.lted by
DGCMHC and reviewed and approved by the City annually.
(e) DGCM HC shall comply with all applicable federal regulations as they ma~" a .Jply 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 <:or ditions
of the HOME Program, 24 CFR Parts 91 and 92, and any amendments thereto.
(t) Projects must provide safe, sanitary, and decent residential housing for 10w-inGor 1e and
very low-income persons (Le., a person whose income is within specific income levels set t Jrth by
U.S. HUD).
(g) Income Targeting. DGCMHC shall maintain written documentation that co1c1Jsively
demonstrates that each project assisted in whole or in part with HOME funds provides belefit to
very-low (families whose 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 peromt of the
median income for the area) as determined by HUD.
(h) OGCMHC shall~in.t.Cli.n..~..finClm:ial management system that conforms to thE:i fillancial
accountability standards of:'(t~:~::IDii.d~m;
0) Records: OGCMHC shall maintain all records sufficient to meet the requiremtmti 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 hE rei., shall
be retained and made accessible as provided in 24 CFR 92.508 (c) and (d) and Florida S atutes
Chapter 119.
m Property Standards. For the duration of this Agreement and any amendmen::s hereto,
housing that is assisted with HOME funds, must meet all applicable local codes, reh:ibi itation
standards, ordinances and zoning ordinances at the time of project completion. An ownel. 011 rental
housing assisted with HOME funds must maintain the housing in compliance with all appliccbh State
and local housing quality standards and code requirements and if there are no such staI1d,: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 compliancl! y"ith the
applicable housing quality standards and local housing code requirements for the duratiJn of this
3
agreement and any amendments hereto. The City shall condud annual or bi-annual, as re ~uired,
on site inspections of rental projects to determine compliance with housing codes.
(k) Maximum and Minimum Amount of HOME Subsidy Per Unit. The minimum emount
of HOME funds that can be invested is $1,000 times the number of HOME assisted unit'j, end the
maximum amount of HOME subsidy is limited to the amounts listed in Exhibit C. The nunber of
HOME units to be provided for each project or adivity are specified in the Scope of Service s ( =xhibit
A), attached hereto.
(I) Environmental Clearance. For each activity or project described in the Sc :>pe of
Services (Exhibit A), attached hereto, for which a location has not yet been identified, immediately
after a site is identified by DGCMHC, OGCMHC shall obtain the City's written environnental
dearance statement and shall agree in writing to comply with any and all requirements ciS nay be
set forth in the Site Environmental Clearance Statement.
(m) Affirmative Marketing. OGCMHC agrees to implement the City's adopted affir native
marketing procedures and requirements for rental and homebuyer projects containing ~) 0 . 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 ex!cuted
with the tenants of rental housing must be in accordance with 24 CFR 92.253. DGCMt-Clgrees
to adhere to and develop a fair lease and grievance procedure which will provide a plcn l:>r and
follow a program of tenant participation in management decisions, to be submitted to tte (;ity fo}
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 additio!n,~OME
funds may not be used to rehabilitate or construct housing owned by primarily religious orge!ni. ations
or to assist primarily religious organizations in acquiring housing
ARTICLE V
ELIGIBLE COSTS
DGCMHC agrees that eligible costs for the projeds under this Agreement are limited tc those
eligible costs as outlined in 24 CFR 92.206 of the HOME Program regulations.
ARTICLE VI
DISBURSEMENT OF FUNDS
(1) The City shall issue a check made out to OGCMHC in the amount of j:}:::/uu:--
solely for the acquisition cost of the Mayfair Hotel, as permitted under the Budget (Exhil)it3).
(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 DGCMHC is required to submit to Ue 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 t y 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~ement
are only to be requested when the funds are needed for payment of eligible costs. The an ount 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 tl1e right of
approval over the disbursement of HOME funds for the individual real estate tmn5actions
contemplated herein. DGCMHC shall be required to submit all necessary documentatj"n.elative
to the afore stated transactions to the City's Housing and Community Development Division 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 projE'!ct or site
transaction is cancelled, whether voluntarily by OGCMHC or otherwise, an amount equa to the
HOME funds disbursed by the City for 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 executes t tat 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 DGCMHC subcontracts, a copy of the executed subcontract must be forwarded' 0 l1e City
within ten (10) days after execution.
ARTICLE VIII
CONDITIONS OF SERVICES
(a) As a condition of these services, OOCMHC agrees to comply with the HOME Pro~raln Final
Rule and any Amendments or Notices issued pursuant thereto.
(b) DGCMHC agrees to comply with the requirements of Executive Orders 11625 and 12432
concerning Minority Business Enterprise and 12138 Women's Business Enterprise which
encourage the use of minority and women's business enterprises in connection with HOME- 'unded
activities.
(c) OGCMHC agrees to abide by and comply with the requirements under Section 135r, Title
31, U.S, Code regarding Lobbying.
(d) OGCMHC agrees to abide by and comply with the requirements of 24 CFR Part 24, re~ arding
debarment and suspension, which in part states that neither it or its principals is pn!sently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excJl.dej from
participation in this covered transaction in any proposal submitted in connection with the lo~"er tier
transactions,
(e) OGCMHC must comply with the Displacement, Relocation, and Acquisition requimm mts in
accordance with the Unifonn Relocation Assistance and Real Property Acquisition Pc lici: 9S 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 Fair tlousing
laws:
(1) Equal Opportunity: No person in the United States shall on the grounds of r,aCE, color,
national origin, religion, disability or sex be excluded from participation in, be denied the ::>enefits of
or be subjected to discrimination under any program or activity funded in whole or in part ~,~th HOME
funds.
(2) Fair Housing Act (42 U.S.C. 3601-20) and implementing regulations at 24 CFF P.1I1100,
Executive Order 11063, as amended by Executive Order 12259 (3 CFR 1958-1963 Corrp., P 307)
Equal Opportunity in Housing and Implementing regulations at 24 CFR Part 107 and Titl'i~ \ I of the
Civil Rights Act of 1964 (42 U.S.C. 2000d) Non Discrimination in Federally Assisted Pro~lrans and
implementing regulations issued at 24 CFR Part I;
(3) The prohibition against discrimination on the basis of age under the Age Discrim nation
Act of 1975 (42 U.S.C. 6101-07) and implementing regulations of 24 CFR Part 146, end the
prohibitions against disabled individuals under the Section 504 of the Rehabilitation Act 0": 1 !q3 (29
U.S.C. 794) and implementing regulations at 24 CFR Part 8 and Title II of the Americclln with
Disabilities Act, Public Law 101-336;
(4) The requirements of Executive Order 11246 (3 CFR 1964-65, Camp., P339)1 Equal
Opportunity and the implementing regulations issued at (4 CFR Chapter 60);
(5) The requirements of Section 3 of the Housing and Urban Development Act 01 H68 (12
U.S.C. 1701u) the purpose of which is to insure that the employment and other eomomic
opportunities generated by Federal financial assistance for housing and community de\'el< pment
programs shall, to the greatest extent feasible, be directed toward low- and very-Io',ft' j'1come
persons, particularly those who are recipients of government assistance for housing.
(g) Housing assisted with HOME funds constitutes HUD-associated housing for the pUrJ ose of
the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821, et seq.) and is, !thelrefore,
subject to 24 CFR 35.
(h) OGCMHC must' comply with the Federal Labor Standards Provisions, as describEd il HUD
Handbook 1344-1 (Federal Labor Standards Compliance in Housing and Community Deovekpment
Programs), as applicable.
ARTICLE IX
TERM OF AGREEMENT
This Agreement shall be effective upon execution by both parties and shall e,d at the
conclusion of the period of affordability as specified in 24 CFR 92.252 (affordable rental hO"lsing).
ARTICLE X
TERMINATION
The City and OGCMHC agree that this Agreement may be terminated by the Cit) in whole
or in part, for cause (as more specifically defined in Article XXVI herein) or for convenier ce, in
accordance with the provisions of 24 CFR, Part 85.44. A written notification shall be requ red at
least thirty (30) days prior to the effective date of such termination, and shall include the n~a~on for
6
the termination (if for cause), the effective date, and in the case of a partial termination, '.he actual
portion to be terminated. Notwithstanding the language set forth herein, the City's reas'lns for
terminating the Agreement for convenience, in whole or in part, shall not be arbitrary or ciapricious.
ARTICLE XI
AMENDMENTS
Any amendments, alterations, variations, modifications or waivers of any provisic ns to this
Agreement, induding an increased allocation of funds, w;1I only be valid when they h,avf~ been
produced in writing and duly signed the both parties hereto. Any changes which do not suhst,mtially
change the Scope of Services or increase the total amount payable under this Agreemenl, S 1all 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 an" party
that is covered by the above standards. DGCMHC shall make such disclosure in writing to tI e City
immediately upon DGCMHC's discovery of such possible conflict, The City will then r'enliler alJ
opinion which shall be binding on all parties. .
(c) Related Parties. DGCMHC 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 noUirr itel to, a
for-profit subsidiary or affiliate organization, an organization with overlapping boards of directon, and
an organization for which DGCMHC is responsible for appointing memberships. DGCN HC shall
report this information to the City upon forming the relationship or, if already formed, shall rEport it
immediately. Arty supplemental information shall be reported to the City required Progres:) ~. eport.
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
OOCMHC, through an insurance carrier, shall indemnify and hold harmless the City fron any
and all claims, liabilities, losses, and causes of action which may arise out of an act, emi ;sion,
negligence or misconduct on the part of OOCMHC or any other person entering upon DGCil't1HCs
place of business. DGCMHC, through its insurance carrier, shall pay all claims and 10SSI~S )1 any
nature whatsoever in connection therewith and shall defend all suits in the name of the C,ty, when
applicable, and shall pay all costs and judgements which may issue thereon.
DGCMHC, through an insurance carrier, shall provide a General Uability Policy with c:ov ~rage
for Bodily Injury and Property Damage, in the amount of $500,000 per occurrence (the policy must
include coverage for contractual liability to cover the above indemnification); and the City:>f iiAiami
Beach shall be named as an additional insured followed by the statement: ''The cov'~ralge is
primary to all other coverage carried by the City covering this specific agreemer:lt cnly."
OOCMHC shall hold proof of Workers' Compensation Coverage as per statutory limits of the State
of Florida,
Automobile and vehicle coverage shall be required when the use of automobiles and other
7
vehides are involved in any way in the performance of the Agreement.
DGCMHC 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 "eluase of
any funds under this Agreement.
Further, in the event evidence of such insurance is not forwarded to the City's Risk Mmager
within thirty (30) days after the execution of this Agreement, this Agreement shall becom Ie r ull and
void, and the City shall have no obligation under the terms thereof unless a written extension of this
thirty (30) day requirement is secured from the Risk Manager.
ARTICLE XIV
REPORTS
(1) Progress Reports. DGCMHC agrees to submit monthly progress reports to th! City,
describing the status of each project and achievement of the project objectives as providE'!d herein
and in the Scope of Services (Exhibit A), attached hereto. The progress reports shall be ~iut mitted
no later than 10 days after the end of each month until such time as all funds are expended or, 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 e,er t, that
will impede or hinder the success of the projects and activities as provided in this AgreemEI:nt After
such notification the City will take whatever actions it deems appropriate to ensure the success of
the program,
(2) Tenant and Rent Schedule Certification.
a. OOCMHC shall submit to the City for approval the proposed rents for t~ e HOME
units and, if applicable, the monthly allowances for utilities and services to be paid by the te1ant.
b. DGCMHC shall provide the City with the initial tenant list, and an:l, il, nd all
subsequent updates, amendments and modifications thereto, with documentation for all ttme nts in
the HOME units confirming family size, income, financial classification, ethnicity, and the al1cunt of
the HOME rent. This report will continue to be required for the full period of affordability he rellnder,
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 Comnunity
Development Division, by November 1st of each calendar year, its signed report in bITl and
substance acceptable to the City, to include names of tenants, unit type, family size and income,
rents charged, and occupancy/vacancy factor of each unit for the prior fiscal year (Oc1ob~r 1st
through September 30th). The report will continued to be required for the full period of afford 3bility
hereunder beginning on the date of issuance of a Final Certificate of Occupancy for the p'ojll!ct.
(3) Other reports as may be required by the City to demonstrate compliance with any 'If the
terms of this Agreement.
If the required reports desaibed above are not submitted to the City or are not com pie ed in
the manner acceptable to the City, the City may withhold further payments until they are com~leted
or may take any other action as the City may deem appropriate.
8
ARTICLE XV
AUDIT AND INSPECTIONS
At any time during normal business hours and as often as the City administration anclor the
comptroller of the United States may deem necessary, there shall be made available to tle City
administration and/or representatives of the comptroller to audit, examine and make alldil s of all
contracts, invoices, materials, payrolls, records of personnel, conditions of employment anj other
data relating to all matters covered by this Agreement. If during the course of a monitorinq, tle City
determines that any payments made to OGCMHC do not constitute an allowable expenditl re, the
City will have the right to deduct/reduce those amounts from their related invoices. OGCMH: must
maintain records necessary to document compliance with the provisions of this Agreem!~nl
ARTICLE XVl
COMPLIANCE WITH LOCAL STATE AND FEDERAL REGULATIONS
DGCMHC agrees to comply with all applicable Federal regulations as they ma( a Jply 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 conj en plated
by this Agreement, to be used for the compensation, originated from grants under the ;OME
Program and is contingent upon approval of activities by the United States Department of HJusing
and Urban Development.
(b) Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
(c) In the event of conflict between the terms of this Agreement and any te ms or
conditions contained in any attached document, the terms in this Agreement shall rule.
(d) No waiver or breach of any provision of this Agreement shall constitute a ~iver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be efective
unless made in writing.
ARTICLE XVlII
ACCESS TO RECORDS
DGCMHC, agrees to allow access during normal business hours to all financial n~Cl'rds to
authorized Federal, State or City representatives ana agrees to provide such assistance as flay be
necessary to facilitate financial audit by any of these representatives when deemed nec,es:;ary to
insure compliance with applicable accounting and financial standards. DGCMHC shall allow cccess
during normal business hours to all other records, forms, files, and documents which h::1Vf been
generated in performance of this Agreement, to those personnel as may be designated b~ th ~ City.
9
ARTICLE XIX
SEVERABILITY 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 requill ements
of applicable law.
ARTICLE XX
PROJECT PUBLICITY
OOCMHC agrees that any news 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 Depar1llent of
Housing and Urban Development administered by the Economic and Community Devel!Jpment
Division of the Development, Design and Historic Preservation Services Department and tte entity
which provided funds for the Project.
ARTICLE XXI
DRUG/ALCOHOL
OOCMHC agrees to administer in good faith, a policy to ensure that OGCMHC compl es with
the Drug-Free Workplace Act required under 24 CFR Part 24, Subpart F and will establish J policy
to ensure that it's assisted projects are free from illegal use, possession or distribution (If c rugs 9r
alcohol by it's beneficiaries.
ARTICLE XXII
NONDELEGABLE
DGCMHC agrees that the obligations undertaken pursuant to this Agreement shall' not be
delegated or assigned to any other person or firm unless the City shall first consent in wriltin!ll to the
performance or assignment of such service or any part thereof by another person or fiml.
ARTICLE XXIII
SUCCESSORS AND ASSIGNS
OGCMHC agrees that this Agreement shall be binding upon the parties herein, t1ei,' heirs,
executors, legal representatives, successors, and assigns,
ARTICLE XXIV
INDEPENDENT CONTRACTOR
OOCMHC and its employees and agents shan. be deemed to be independent contractcrs and
not agents or employees of the City, and shan not attain any rights or benefits under the Ci~ il f;ervice
or Pension Ordinances of the City, or any rights generally afforded classified or unclc.ssified
employees; further he/she shall not be deemed entitled to the Florida Workers' Compel sation
benefits as an employee of the City.
10
ARTICLE XXV
ASSIGNMENT
This Agreement may not be assigned or transferred by DGCMHC without the pri,or \vritten
consent of the City thereto. It shall be deemed a default of this Agreement in the event that
DGCMHC does not strictly comply with the procedures established herein for obtaining Cj~I' consent
to assignment or transfer as defined by this Paragraph. In the event such consent is not 'ob1Iained,
in the manner prescribed herein, the City shall be entitled to declare a default, CCl nc,~1 this
Agreement, and resort to its rights and remedies against the defaulting party. In the I!VEnt the
Provider transfers an interest of more than one (1 %) percent ownership in its stock by pledgEI, sale,
or otherwise; or if DGCMHC makes an assignment for the benefit of its creditors, or IJSfS this
Agreement as security or collateral for any loan; or if the Provider is involved in any bulk tlan ifer of
its business or assets, then in that event each of the foregoing actions shall also be deerred an
assignment of this Agreement and shall require the City's prior written consent. A rrerger,
dissolution, consolidation. conversion, liquidation or appointment of a receivership for DGC MHC,
shall be deemed an assignment of this Agreement and will require the prior written con~!nt of the
City thereto.
ARTICLE XXVI
EVENTS OF DEFAULT
The City may place DGCMHC in default of this Agreement and may suspend or terr linate.
this Agreement in whole or in part for cause, as prescribed in Article X herein, "Cause" shal in ;/ude,
but not be limited to, the following:
(a) Failure to comply and/or perform in accordance with any of the terms and condtions
of this Agreement, or any Federal, State or local regulation;
(b) Submitting any required report to the City which is late, incorrect, or incomplete n any
material respect after notice and reasonable opportunity to cure, as se': fe rth in
subparagraph (h) hereof, has been given by the City to DGCMHC;
(c) Implementation of this Agreement, for any reason is rendered impo~,;sille or
infeasible;
(d) Failure to respond in 'Miting within thirty (30) days of notice of same from CUy t:> any
concems raised by the City, including providing substantiating documentathn Nhen
requested by the City; .
(e) Any evidence of fraud, waste or mismanagement as determined by ttle :ity's
monitoring of project(s) under this Agreement, or any violation of applicable HUD
rules and regulations; ..
(f) DGCMHCs insolvency or bankruptcy;
(g) An assignment or transfer of this Agreement or any interest therein which dOES not
comply with the procedures set forth in Artide 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 11 n .)tice of
such default as set forth herein, automatically cancel and terminate this Agreement withcXJt liability
to any party to this Agreement If the default complained of is not fully and satisfactorily Cllr~1 within
thirty (30) days of OGCMHCs' receipt of such notice of default to DGCMHC, at the expiraton of said
thirty (30) day period (or sud'l 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 effots) this
Agreement may, at the City's sole option and discretion, be deemed automatically cance ed and
terminated, and the City fully discharged from any and all liabilities, duties and terms arisin~; out of,
or accruing by virtue of this Agreement.
ARTICLE XXV11
ADDITIONAL REMEDIES
In the event of a default, the City shall additionally be entitled to bring any and allle~al and/or
equitable actions which it deems to be in its best interest; in Dade County, Florida, in crder to
enforce the City's rights and remedies against the defaulting party. The City shall be ,en:litled to
recover all costs of such adions, induding reasonable attomey's fees. To the extent alloW':~d 'JY law,
the defaulting party waives its right to jury trial and its right to bring permissive counterclaimslgainst
the City in any such action.
ARTICLE XXVIII
MAINTENANCE AND RETENTION OF RECORDS
OGCMHC agrees that it will maintain all records required pursuant to 24 CFR Par 9:., in an
orderly fashion in a readily accessible, permanent and secured location, and that it will prop.re and
submit all reports necessary to assist the City in meeting record keeping and reporting reqlJin ments
thereunder.
(1) Records shall be maintained for a period of four (4) years after the closeout of fund~ 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 theegular
expiration date. the records must be retained until completion of the action and resolutio 1 of all
issues which arise from it, or until the end of the regular period specified in paragraph (1). whi ;hever
is later;
(3) Records regarding project requirements that apply for the duration of the pe iod of
affordability, as well as the written agreement and inspection and monitoring reports mist be
retained for three years AFTER the required period of affordability;
(4) Records covering displacements and acquisition must be retained for at least threE years
after the date by which the persons displaced from the property and all persons whose proJ.~rty is
acquired for the projed have received the final payment to which they are entitled in accordam e with
24 CFR 92.353.
ARTICLE XXIX
LIMITATION OF LIABILITY
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 breachb(tI'~<c:;ity
of this Agreement. so that its liability for any such breach never exceeds the sum 0($....;.;...2.2....,.
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 an lount of
$ . Accordingly, and notwithstanding any other term or condition of this ,Agn!ement,
OGCMHChere9yagrees that the City shall not be liable to OGCMHC for damages in an amount in
excess of $ . ., for any action or claim for breach of contract arising out of the perfcrmance or
non-performance of any obligations imposed upon the City by this Agreement. Nothing cc ntained
in this paragraph or elsewhere in this Agreement is in any way intended to be a wa ve' 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 enforceable in Dade County, Florida, and if legal action is ne.;essary
by either party with respect to the enforcement of any terms and conditions herein, exclusive venue
for the enforcement of same shall lie in Dade County, Florida.
ARTICLE XXXI
ADDITIONAL CONDITIONS AND COMPENSATION
It is expressly understood and agreed by the parties hereto that monies contempla:ec by this
Agreement to be used for the compensation, originated from grants of federal HOME IIWE stment
Partnerships Program funds, and must be implemented with all of the applicable rules and re! lulation
of the U.S. Department of Housing and Urban Development. It is expressly understood and agre~d
that in the event of curtailment or non-production of said federal grant funds, that thl! f nancial
sources necessary to continue to pay the Provider compensation will not be available and t 1at this
Agreement will thereby terminate effective as of the time it is determined that said furds are no
longer available. In the event of such determination, DGCMHC agrees that it will not ICl()k to, nor
seek to hold liable, the City or any individual member of the City Commission thereof, per~sol ally for
the performance of this Agreement and all parties hereto shall be released from further liabili 'Y each
to the other under the terms of this Agreement.
ARTICLE XXXII
ACCESSIBILITY LAWS COMPLIANCE
DGCMHC agrees to adhere to and be govemed by all applicable requirements of the laws
listed below induding, but not limited to, those provisions pertaining to employment, prov sion of
programs and services, transportation, communications, access to facilities, renovations, a,d new
construction:
The Americans with Disabilities Act of 1990 (ADA): Pub. L, 101-336, 104 Stat 327,42 U.S.C.
12101-12213 and 547 U,S.C. Sections 225 and 611 including Title I, Employmel'1t; Title II,
Public Services; Title !II, Public Accommodations and Services Operated by Privati!! Entities;
Title IV, Telecommunications; and Title 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-Discrimination ,A. ffidavit
(Affidavit), a copy of which is attached hereto and incorporated herein as Exhibit D. In the
event OGCMHC fails to execute the City's Affidavit, or is found to be in non-compli.iiln'l:e with
13
the provisions of the Affidavit, the City may impose such sanctions as it may detEnr Ine to
be appropriate, including but not limited to, withholding of payments to DGCMHC l.nd!r the
Agreement until compliance and/or cancellation, termination or suspension of the A~relment
in whole or in part. In the event the City cancels or terminates the Agreement PU!'SU ant to
this Article, DGCMHC shall not be relieved of liability to the City for damages suslaired 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 copies t:> the
Office of the City Attorney:
City: Harry S. Mavrogenes
Assistant City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
with copies to:
Murray H. Dubbin, City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach. FL 33139
DGCMHC:
Daniel T. Brady
DGCMHS, Executive Director
701 Uncoln Road
Miami Beach, FL 33139
The above parties may change such addresses at any time upon giving the other party
written notification. All notices under this Agreement must be in writing and shall be deem!~d :0 be
served when delivered to the address of the addressee. All notices served by mail 'sh.1l be
registered mail, return-receipt requested.
14
IN WITNESS WHEREOF, DGCMHC has caused this Agreement to be executed by its duly
authorized offidal(s}, and the City has caused this Agreement to be executed by its duly ,awhorized
officer(s), the day and year first above written.
DOUGLAS GARDENS COMMUNITY MENTAL
HEALTH CENTER OF MIAMI BEACH, IINC., 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
F:8S'DGCMHC'MA YFAJR.AGR
15
EXHIBIT A (OF HOME AGREEMENT)
SCOPE OF SERVJCES
THE MAYFAIR HOTEL
1960 Park Avenue, Miami Beach, Florida 33139
The Mayfair Hotel, an Art Deco style building built in 1937, is a three-story bl ilding
with 42 zero-bedroom units. The adjusted square footage of the building is 14,4213 s~uare
feet. DGCMHC will utilize HOME funding to purchase the Mayfair Hotel buildin~ Iceated
at 1960 Park Avenue, Miami Beach, FL. The Mayfair Hotel building, located at 196( Park
Avenue, is currently leased and operated by DGCMHC and used to provide hOllsi 19 for
low and very-low income DGCMHC clients. DGCMHC will utilize HOME funds to acquire
the building. Once the building is acquired, DGCMHC will own and operate the bL.i1ding
and maintain its current usage. Necessary clinical, medical and support services f)r the
residents will be provided off site at the DGCMHC office, within walking distance )f the
Mayfair Hotel.
Each of the 42 units has its own bathroom. The planned rehabilitation will in:lude
the installation of separate pullmanette kitchens, roof and plumbing upgradEls, floor
refinishing, replacement of carpets, interior and exterior paint, dry wall repairs, and other
minor structural repairs. The unit count and configurations will remain unchangl~d. The
estimated rehabilitation cost is a total of $8,000 per unit.
The Mayfair Hotel building is currently being used to provide housing servk;e:; (not
supportive services), using a combination of 22 units of permanent and 20 units of long-
term transitional housing. Residents of the transitional units will undergo a sbc-rlonth
transitional treatment program, Residents of the permanent units will be recruited 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 construction
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
PARTICIPATING STATE EFFICIENCY. 1BR 2BR 3BR 4BR
JURISDICTION ABBREV
MIAMI BEACH FL $58,764 $67,361 $81,911 $105,964 $116,316
· O-bedroom includes efficiency units and single room occupancy (SRO) units
Effective April 1995
19
EXHIBIT D (OF HOME AGREEMENT)
DISABILITY DISCRIMINATION AFFIDAVIT
20
U 1 ..) .a., U 1. 1...l i. J. J. l.' '-' I ,- . - - - ~ -. - ~. . - - - - - --
CONTRACT REFERENCE
NA1vfE OF F[R}..{, CORPORATION, OR ORGAN1.ZA nON
AUTHORIZED AGENT CO~{PLETrNG AfF ill A VIT:
...,.
POSITrON
PHONE N1.flvfBER (
I,
, being duly first sworn state:
That the above named firm, corporation or organization is in compliance with and agrees to cOrlinue to
comply with, and assure that any subcontractor, or third party contractor under this project corr plies Vlith
all applicable requirements of the laws listed below including, but not limited to, those provisor s
pertaining to employment, provision of programs and services, transportation, communicatio 1S. access to
facilities, renovations, and new construction.
The ArTlericans with Disabilities Act of 1990 (ADA): Pub. L. lOl-336, l04 Stat 327, 42 USe. l2l0l-
1221) and 47 USe. Sections 22S and 6ll including Title I, Employment; Title II, Public Servi :es; Tilic
HI, Public Accommodations and Services Operated by Private Ei1tities; Title [V, TeleC{)mmu.1ic ttions; and
Title V, Miscellaneous Provisions.
The Rehabilitation Act of 1973: 29 US.e. Section 794.
The Federal Transit Act, as amended: 49 U.S.C. Section 1612.
The Fair Housing Act 2S amended: 42 USe. Section 3601-3631.
Signature
Dale
SUBSCRIBED AND SWORN TO (or atflfmed) berore me 00
by
(Dale)
. HdShe is IXrsonally Ic:nown 10 me 0( hu
(Affiant)
prc;:;.;nl~d
. as idc:nlilic31ion.
(T)'p.: of id.:nliJic~lion)
(Serial Nwnbcr)
(Signalure o( NOlary)
(E:\piralion Date)
(print or Slamp N::ItT1c oCNOI3I)')
:-SOIJ.ry Public
(Slale)
:-SOlary Seal
The Ciry or Mjami Beach will not 3ward a ccntt3ct 10 any firm. corporalion or orgarU.zJlion that rails 10 complete and Sl bmit this
AlTida..il with the firm. corpor3lion or O(gatliZ31ion's bid or propoSo1( or f3ils 10 ha\'..: th.is Allida..il on lile with the City ,fMi3tlil
Beach,
11" ·
" (.()~.I'H.\("'''')KS\I..:,'''''I'' R('U.\..'f. - ,.
t \KlIHK .
.
IY.A'TW So:
--~.
_:~J
,1/
..".,
_ _ .'L:d('
,)I ,~I
''I8noOV q-.. ""i SeoiOf 1Il.,1 .... If"<l e...~ IN.I cur .... ~"'l OiUo---bod P.eAJ "~rly l/'lCI ~ "~rTY (CDIIeeu.-y ~ ~ 1'41 ~ 101_ ~ ~0t'S. "C.'"
:rcI.IQI $ca~ lor ~I E&IalII r~ iSunQ;Jrd('-Ji :If'l ~ ~ Ill>> "-Ir.oI 01 ~ I'lern:l ~ ~ M"d JOCW1da lID N CaIne: lor S~ I/"ld ;l",..;T'.i.M 1"C.or'1~~
I. O€SCAIP'T1OIlI:
(a) ~ de$Cf\OClOn oIl1w ~ I'rooet1Y :OC_1Od on _
Ccunty. F1onG.'l: _
(b) SUOOC Idlna.a. ~. Zip. ot tle ~Y IS:
,c:) ~ /Sropeny
IL
s__
PtJACHAS& PfIlCI: .- -.-.......................
Plt.YWlENT:
(A) ~ll\elCl__ -=-- b'f ".,IN ~ 01 -- S__
(I)) AddItional ~ow ~ Ie ~ INd4I WllM _ ~Y"$ In.r EIIoICiM Dati 'IS ~ ", F~ III} on IN ~~I ot -.--. S ---
(1;1 SIJbt<<:lIlD AND ~ 01 UlStM"og rTlO/'l9lllil. " ~ ~ III f.--- 01 -
~ UI ~.,. ptMetlt prltldpal baJlIl'Ca 01.................. S -- .
(d) Pu~".ue money motlQage &rod NJlAllO s.llor ISH 1d<:>>nd\Jtn) ill N l/Tlounl 0'.......... ......... - -...-..............................................--- - -. S__
,.) 01"..-: S --
(tl e..~ lC CIOI5Q cy U s.~. LOCAu.Y OFlAWN .:erlol1oQ 01 caS1\...... cJ'\ad< 0I11"(~ny 10.". s..e)OCl tD IdtU'1Tn<<l1S Cf l)/tl'illOOS . ._.. -.. ~ - -
IL TWf I=(WII ACCEPTAHCE 0# OFFER, UFEC'TlV! DAn:; FACalNlL~: II Noller" 1\01 ~t..:l ey I/"ld dQ,""'.o lC ~ ~ Ofl ~IoCT OF EXEC,..."O'~ C'C .,,,..,,nated " ..~I'"
t~ N ClAl1l.. on 01 oe/ot'8 . . ". <:Mp:lSlt(sl ..... ~ Bvr-t'1 action.. :lC 1'lt1,,(Md 17'(l lIlia oIIot ~ Tha dl1lll 01 Conrs<: 1-'=1IBc!Ml CI~~ ""
,.. lha ale """... ll'e 'UI one Q/ tI\Q SIIy... &I'd s.w ~ ~ 1_ r:>tfat A. [,;,e:SllTll'- ~ oj ,.,.. Corolr.ad If'od arry IIQ"AlI.iteS ~ ."... b. cons.4<)t-.d lOr AI pur ,.... U ~.r_
flf, RUIlClNG:
(a) 1111'\0 ""fI:t\~ "nee 0I:;!y ~I'I 01 ~..IC be f1r.arad Qlf. h~..ny m".1t'd Conuxt is ~ on e...,., ~. wmtM>~",""",,\l...cl'Wl - - ~ &!la' E~
~e br (CHECX ONI.Y ONe): J lliDd; :l at! ~ww. ~:I. ~ or llQIU,LilH ~o ICol/IIII IN ~ ~"l Q/ S 6l ." I~ I. JIlII(N1 -.:a "G( t,
e:c.Md _ _ ,. ~ iI"d ~ -= I'd I) I:IOMd _ ... 01 ;It'I'\ClP&J ~ and let . *"" 01 _ ~_ euy.r 'MI 'NIl. ~ic.uon ~ _ _ .uyw IIlw EilccO'"
Oe,. WId __ ~ dlIiQra 10 ootaIIl. IQan ~tmenllrd.~. III $I~ tarma irCl ~lJOl'I& crf n~' and dOU II'iO iOIJl 8<.,., INi "IY a.I oar
-"li_ 'I Swyer 1."5 lCl OOQl:'! ~ COl'lYl'.IlN/lI OIT talis 10 _ 8uV-r, ";t'l:i ..r1de/' rt'fl ....ep.~aOf\ ~ ~ urn. lor ~ I QOtI'V'l'1l\tTlenl 01. "'.. :)Iii.. "'I etter'. 'lll~ 10 .';11<
It>e ~ JOQ ~llCI'\6 af It1ll comtnll/T\&i'll. It'>an aol/'lot ~ fWulWf. b'f ..men f>QtlQ& IC II'iO Ol1'4/'. mcy caJ1l:8IlJ'llS C4nlBC'l A/'i<l ev,., il'alIl:le reII..n:'~ I .. ~~h "
(bl TIle ..~ ~ ~A1Cled " ~ 11(<:). 100.4. ~ (OIliClC ONLY O/'€): :I. .-;v\atM ,.,....1 ra~; OI..J ,!brad l1IJltI'ut raIO 01 _ _ 'l:, ;# lJ\I'll,I'n. Ai :l/"'e cll~'
Ita/'lSMr, lIOl'TW rlUd il\l.-e!:l ,_ &ra ~ III rcr..... t rw:reased. en. ,.. tI\d no( cee.d _ _ 'Il. per ayuTl. s.hr tN.I. ...., _ d.JyI U'II..t !I eelIW 0... 'I,r.$n .
sr.-nern IRlm -..en ~ a~ In& ~~. ~ 01 ~ .montsl ,.li& and ala.... Q/ 1'nOl'IQ&~ W Buyw ~ ~ lCl'~; tnC.~ wilen '......1'Cc
~I 01 8uo,w ~ ,. ~ 1CIr~. '*' euy.r ...... Prot\"ClI'f ~ tle ~ ~ and ~ ~ and ".""" ,110 !tie r'~ egM Ant rncrw;;a~.'
~.) nollO..c>>ed S ~... l)& paid b'f 8uyer.II ~ III'lIX KCeOlecl b'f ~ or l/'lO req.i~ lor ~QQI'\ ,It't '01" to::Of04/Q "'"
IIle _""" oIl1\ia CorIr'ad or ._ ~ ....... a ct\AJ'ie " uoua 01 .... 111* .mow.... s.Iot or k'fW mitt /'MoClftd hi CCl'lncl b'f wnlIMI nob 10 Ih,. aU'., p&I1y uNus --..
--=s ll:l pcy IN ~ '" n.r.t rUI or aacess ~ ~
'4~ TrTLE EV1DE.NCa: AI ... _ ~ tl&iIln c:loulg diM. tlu( no ~ INrI _ 4r/I afw s.Iar ~ Wf1Dn noul'allon Iflel 8uyer hu oea...1Cl ,.. IDa/'l oorr~1 e
/\ul)M(l ~ lor Ine lean au~ ~,,~ II ~ 1\,(,) or (bl. abovo, or,. IPPical:M..-.d'" tINncr1l ~ pECK 0l'0' Ofcf): u s....-INJ. II ~lOr
.~ aoe..... 10 evr- or ~I ~ or .:> ~ aNI ~ .."....., ~ lIClf'" (CHECK ONl.Y ONe): '.J all&nc1 01 ...; or.:J '" nu~ ~..... .'OlI1t\ ~ :DC'.' :
ir16~LI "* u ~ auctlell vw.ea) M'4 111M ~. WI -*'. policy d tiM .-.nnce.
II\, ~ DA~ nvs ~c:lIll(I ~ ~ do$Od.,g IN QMd II'd o#Ief ~ ~rs ~ Qf'I _ _ .... moGIfIed b'f 0Cf'0e< ptI:I\, ~ 01 IN Ca-tnc
VI&. ~ EASEYEWT'S; LMTATlOHS' euy. sNI ~ an. ,..q.cs la: ~_ ~... plaI'&.lQt\jt\Q, ~ pro/lI~ and Q"'" ~:.......-..1/TlIXlMd c
9~ Qj .ult'oClrIy; /'tI'SInCllOI'W ..c INlMrs ~"e on lI\o pl31 01 0IfWWiM c:llIM'Ot\ lID IN ~ ll<blC \Ni.... .........u Of ~ <- ~ i1~ ClilI, 1Qc:a'8C1 ~ t
Fl_ ~ 1nO$.and nee ITlOf'& fW'I10 iN(.,.... Ie N,.,., or franc "- 'II'CI 7 1/2 ,"II" -*".. 111\0 sIOa 1"",,- .nn. 0C/WWtta.-d ".,..",: 1oI."S ....,-, aI ~ Y'.
IoA:l6OquOn& ~ra; ~ ~ and purd'IiIU II"iClney rnortQlIQU. t ~ (II ~ _. 10M ~I; ~ flit '*' call " ClO#lg I'lC l/lO' IIiDn 01 .... iO"I9Or
.~ ~ ~... 0I1hO PI'CQet1Y bt -- - --,.
va ~: SeIor _1fW* hI \I'lwnl " Illl pa~ 'II ~ rNWIlNn s.n.r. bu< " p~ 16 irIIltndOCllO be rwud llI' oo:..j)l8d ~ ~ In& aa W'Id --- lI'._
..nd lha ""-ls) 0# ~"Ia lII'Id lie ~ pu_llll ~ F s.r.r sNI ~ ~ 01 ~ 10 8o.Jyer . ..... 01 doW"Q wflioUl - ,.0lil..,,1 __If\. ~ oc:c..o.""
tS Il be OIIMlt'Od ~ doeng. e.r,or ~S " ".. oIlO1S I) IttQPeny /tor'I 6a1e 01 ~ INI bel ~ and Iiatie lCl( """I~ ~ INl "... I III ...... 0. ~.ocl \
,,_ ~ p~"... I'l "" -""'0 Cl:lf'dl,IOtI u 01 _ Of ~ ~ ul'IOeS _.-. SIll*' ~
DL TYPfwRlTTEH OR HA.IiIOW'NTTEH 'AOYISlOHS: T~_ 01 ~n ~ ndOtJ rcl ~....... c:ot'CrQl" ~ ~ Q/ I'llS c.:.nn..'" 0Qf\IIc:t .lr. '"efT
x. 1'nDV'S: lOECK \ftOlM fldeIt ~ ... ~ AH=> .,. llIlXNClllll "... c-.ct):
(e) :::1 COAST~ CONSTJ:l,.lC'1' ~ ~e (d) ::J VA/FMA (g) 0 ~OWN~P.S' ASSOCiATlON OlSCWSU"ll,
(b) Q CONoor.tlHIUY (.) Q 1NSUl.A'1ON (to) Q R!SiCa.rrw.. LE.AJ).~ HA.ZARO DtSCt.)$.. lie
(e) :J I'OAEIQN '~ENT "'i R~ PflOP€I'rrr TAJlIGT (Y) "" 'AS IS'" (1l ,;,-.
XL ~: iOECK C)ll.\.y ONE): Buyw ~ ~ ISIq\ and ~ l)& ~ from &ny h.I1rlef 1Ia~~ lI'dIW \hi COfInc:t .J ff'It AU9" tll;1 I'd CllI, -..d 'rcInI 3D....
...neW ... ConAr.a; or :J l'Ny I"lll MoIo9" M C<<lnc:l.
XL DfSO 05UMS,
'.J ~Of'l .:: a .,.~'V oc:o",..-.g ~1!ClJIooe .... :/'\,fl ...." ~ I'l . tluliOI'WJ II'l ....~I ~'1IeC 'l\a'y ~ - rISla lC ~ ......, ue I: ::oc>>ed .. t O'W'O' ~,..,
~ 01 ~ ~ e.::.MC ~ Il"od .we ....-.~ _ =-" lCY"i:l t\ llro~ on F\ot'4L ~ ~ ~~ Raoon or .~ "'''''ll ~ Cl& QCYiNoJ 'r""
yo.,r c.o.r.ty I"uI:loc ......" .r.L
(1)) ~ m.tv"Ql4 ~ ~ -'il'1 .tlIoar'cy ~ Q/ lrllI ~.. lIuidro;. . .,., .. o:.e....:l on ". ~ ~
tel /lltW ~ ~ If'ldUOes ~13n __ ~,.,." ~ X ("lIS ".....,.~
DL 1IU.XW\.l" AUAM COST$. SoNr iI\,eIl /\Ol ~ ~ lllr ~lS II ~ ot:
(a) , bt ~ ...:I ~r ._ ~ 0 lit lIl&l'ol<.. "*' 2"'- Q/ ,... F'\i~ Pnc:.1
(b) S __ Ier ~ Ir4 ~ II'dIIr SW'lcWQ N IN tl/MII<..,.,.,,)'ll. 01 N~" P11Cll).
XIV. SPeOAL c:t...IIJSU. ADOI)CA,: " llddIlIonaI _ ,re II ~ ~. .~ ~ I/'1ll D-eCl< HE.AE :l.
fXHIBn'_;,~
r
..,.
...
on.-: '''' '.. no___n Tn ~ a l'CALll' "'~ COHTRACT. I' NO'!' !tUU.Y UNOiRS'TOOD. SEEK THI A.~ 0' ~ ArroR/ICCf Pl'llOAro ~ 1GHtfG.
O"w. $P'E.O~ :l..AJ..Sc..S. ........."CE'-C..A of .-:;o;.r..r_ .~ 4.. Z :)e ~C, .~- ~ ---~. ........ -- - -.. _. - -
nE :s .H ~O 'l'O &E " ....i~T ~ c::::oHT'R.ACT. ,_ HIOT ""-'U..T ullC't JlS""OOO. s.c..o: .... 1W..'V'1C% ~ 4J<l A r"OF...-r ~ -0 ~
-...s IV'...Jll1ol .v....; :>EE.... ~ i3'I' -:;.e :1_.JRIc.. A.SS';C...iC*" ;.F ~i.A..- ~ ......c --E "'.::Plc,... ~
~ ~ "'" ~n",.. 8' -'P('JO/'l tIM If'Y :JI ". ___ I/IW1 ---.... '" .,.. ~/l'1Ia ~ ~ ~ ~ rw ......- " J ~ ~ -.....~ · '" ~ trta;C
Oil ~1>><1 ~ J&JC" N ~.._ ~ .;ttd 'JtII?IIIW'9 ~ :JI II ~.--.
COP"'ClIC:;"'; 1ll8S aT no, ~QA aAA AHJ"l1f ~FlICA ~ OF Q~"J=\S
~
--;CUI
,ea.1
(s.Mri
SocI.af ~lfl't or".. 1.0. .
Soo;aj s.c..1\Ilr Of r ax t Jl .
(&yef)
is.Mr1
,0..1
~..)
SocIal s.o.,,"Y rJI ~u 1.0. . s.x. s...:..,.,., 01 Tu ~ · - - -
~ ~ PII~ II (I) ~ IF OTHeR n-t.A.N CASH.. '""EN SlJBJICl' TO C~. - - (~ ~
~K&A" ~~ Tile ~ I'o1lned t>elcw. rca..dinQ I:tn\l tnd c.oooelabng CltOile'L ~ N ~ ~ ~ II:l ~ In ~..tI ~ Con'no
~:
~ 1looQra," MV
F~ 12/95 AICERS CAA 8€ 08TAJNEO FAOt.l Ft..OAIOA ~W'rERS SUPPOAT Sc;;MCES. ."4(:. iR..SS1)
LbUnQ ~
F.\A1SAR~ R-..d 12/95
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. EVIDtONCI ~ TTT\..E: (1) WI ~tr:= ::lIlJlIt!I !nQ&rwd Of tltOl-gI'II c:II""'" :lot . r~ .1Ild catrlQ .o5lACl ~Im (~ IlCI( lIlUSlirc; "*' cervf'Ad · ~ "'" &1\ .lXl$'..... IIml ~
III ~ ~ a~1a 'ynop,Il$ 01 :T>e 1fl.~LI a1lecurg u~o to :toe RU! p,OQefl\' ..corded In tl'le ~ ~ of t>e c:ou1'tr ..,...,., :toe ~ !l!'QQll1'Ty <S iCX.&ted U lI'Ou'''' ~ D:aM. I
:.~ ClDtM1enCO "1/\ ~ ut1lut ~iIc ~. 0( ~ ::114' 0... U m:!Y C>e =u5lCrTIlU')' ., ~ t:t:;.S't:y Upl)"l 00SIt"il Gll/'W Cg.o,na. iN ~ ~I ~ t>e pI':X:- " af ~. L...CIl<<'
Ill.... ~ of r""'tlOI'Ilhe'-Ol >t tIrsI tnOt'IQoiQOe Iol'lllllully~. (21 A..:!lLC'Ur:lnal iX~,mjllnlll:l.l~.,od '>f' F'b--dI ~ * NI.lI'tt &g-een; ICl &al.lO &.r,oe'. ~.~ ~:1 'fW
a~ II:) Buyer. AI'I ownel"S poi/K::>{ </1161 .n&~raI'Q ," IN .........n. ~ :NI ~ ;It'.QI. 'NUIYlQ Sv,4" IIlle IC 1101 FlAl p~ I\lll!'ld ~ :0 ...... It'\Cl.tl,onL C*.. ~ :x
~...tIccIona ~ In IIlLS Cotwac1 4I"td ~ 'ltl biI a.s.c'I~ r:1f s.l1er aI 0' ClIIr:.. do&lnQ. ~lef ".., ~ ~ .. suOted ori'( '4l ... Clr"C<.IIIICn, -=-. ~ ::.<
Q~1Q\lI pnNld<<l'" INs CArllI'act. "ar'ltlaOl. ulle"'~ ~ oe~ .:=tCl/I9lC appiabIo na. $lrdlIrdI ~ r:1f....lIlotIfy Q/!'he ~ i!M vel '" lllXQtQ.I""CII ..cV' ...... ~
e'l.&l "... 30 Gayw. I ~ rJI 5 dIys, t 11ft cgTU'\'lOtmur'~ f~'" aa.. 01 rwcervll19 ""'*- of UlIe 10 aumne It. If ~lle IS b.rcl ~ ev,.r aNI ..,.", 3 CWf' I/'le, M/lOI'. ~ s.Mt'
~. ~ &pedtyll"lQ In. ~I). II dtlea(l) rwndIr ijllo .I\I'!\&r"IOr.ACle. Soil6/' WtIIIW4 30 cSa)1lrcm ~l ~ ~ ID - hl ~ ~ eNcn S...,., ...... wI\N'I ~ ,'5) 2y'I
~"-t ...rallo/\ of II\e I"OnV (30) 0lIy ~ 0Iliwr 'OWII1*, _ III SeIo, ellI'V (1) ~ IN dIN bt .. ~ I*"Cd I'lOC Ie paecl12!l ~ wMltl ..r.d1 ~"I' 3iId uw ~~
.bt II:) ~!he ..Melli. ~~) ~""llr>g" ren.t'4 ~ ~I{S) ~ ~ich III'" C>e Ir!I~Wf ~:II a.,.,., :f Bu'/W a.1D Ie ~ SeMr. 6uo,et 10'11. .. ~ Ie"_
.~ N aile U,I ~.:o. s...'.......1 fW II b..ro2 ""tNTtol~. .... ~ efb11e COtTtd dtlec:l(S) WfrII" iN lime ~ If'4rrtlr II s.Mr 'I ~ lr:l ~'~ :orr.a h:)Oleo::a.
aloyW"'" ..~ weJ\4 IN o.*=ai. 01 ~ . ret.Ild :II ~~). INntOy ..~ Buyer an::! Se.... It'Qtft aI. FI.I1twt ~ ..nW .... ~
S. ~ MONEY WOAT'GAGI; SfC\Jfll'TY ~ TO SaLUl: A. ~ "lClI""'Y ~ an::I ~ """ ICl Sale' IN/I ~ I;t . 3O-day ~ ~ .. 'fW
._ 01 dOIa...41 " , ~/'&l ~~o 1tlC. ,~ ;n= ;lOrICd t . A<<oncl Of Ill.$Mr mcn~~. INI ~ bt ''It'laf ~I " - 0( In pan wMol.A C>e/WlY. "",a ;lOtmI1 .~
". __ oIlJV...... gf ~ ~ ~ ~ ~ III ~ MnS Jnd ~ II:llle I<8PC r ;o:xt sW'41'9 and Iot':*:I mod!lc.lllotW eI Of lu\wrt ~",nee ,~mar~:s:
1t\All ~ ~r lI:l ~ P<>>04' 01 'n$Yr&nc:8 CDt".1.&.W'W'9 il SQndard mong;.~ e.a..se COl4t'.nv MI ~~ ~ 00 :tot Ru! ?~ f90ItNl In II'Id JJ c"on. ~ ..~"
lI'. .."" .~ C.Q04fage .. oda ""* W' and IUCtI OINt IlSItS AI'd ~ All ~r /My rNsa'liItia roqJre. " III ~ ~ IC tI'1eit ~ ~ ..,.... an::l he ~Q8. "<)la
.'IS ~rfty &grMmtnl an.ll be 0II'I01'oIQe II Illtm and Cllt'!Ienl r~"" ~ 5*r.llUC s.u.r tN'f ortY ~ ~ rG ~ ~ to.rd III mot1~,... r~ I'IOl.OS ....,
~ agrMt\'WU ~ IJIII:.., try ~ .and lOt/I ~ or .Wt or MlIQNJ ~ IOC:IIId In... 0tU'Cy wnet'M' Vw R..I P~. Ial::DIc1 A..I ~..... I'rapet'ly I/l4 ....
lIMIt ~ << ~ ..t1. II Seletl 0j)I0lI, " 6l.ICted III:II'le lOt! of a MCUnly ~/!W'C ~ try recorded ~ .--- I · ~ ~,.. ,.IN! ~ ...
G:cMCl h11*kldc ~ f\e~
e. SURVEY: Suyor. II ~ a;>enM. ......, IIN a.Iowod III aeMt MdenCt 01 t/Ue II"d III ~ $&IN, may ~ ,.. ~ p,qw,y ~ II"d oar1iflOd =-; . r-.giund ~
I&.~. IIN "',...,. cMdoMo; ~. 01111"4 AaaI P~.~ Of II'\al t~"" Ilx.1tasd ___ ~ on .-..<* ...... o.il$tINf\lI. IoIrdI 01 of'WtS o' ,.jo,ua ~ ~
c.Naai ~....... 01' "1".... ~ ~ ~lIotI. N UIN .,.... c:onea'" I ... ~.
Q. ~: ~r. ~ evv.n &I;*We. ....." ,.. ... ..,.., III o.Mr ~ of .... ",.., _ .... ~ ~ by a ~ c.ro.tie4 ~ COM'I:i~' :lAO( r'OoI,u:r'') II:l
QII,*,- llhDro IS any ~ ecM lOftWII ,.._ 01 ~ clam.aQe IrcnI rermlSt tn6U".aaon ., 11"4 ~ f .... OIllOCtI .... bn::l. &,..- .,... ~ 4 Qiily'l ram 0.:. 01 ~
"'.. '*-of M1IlIn ~ II:) ~ COlI 01 .....ll'NlnL ~ ~. ~ ~ lI"O Oot..ior and .. cSa/I'IIQI ~ w .tmalld lJv I icanMcl buJdlt 01 ;enot1i~ =,lftc=r. St_ tI'\I.I
~..... COSlA 01 ~ ...s rep< 01 .. dlIm&go 1oCl1ll1Nl amo.III ~ r. ~ lOll(ll If ~ Cl:lOII ecMd..... .........,.., .~ INI ~ IN OQ4,ltI 01 c:anooQng ~
Cc_"""'" S ~ ."., ....... 01_1 ~, __ br llfW"\I_.'" -.co l1l:I s.aar 01 ~ ~ lIieCllD ~ ~ I'le ~. W rtUM , cn,t( 41' CjCSjnQ on N
.,,_ ~ In Pvlgr"&QII XlII(&). .,...,.... sNIIlle dMlT'OdlO tlC:lIAa aI' wooa ~ ~ roq,..,j.... 10 C>e ___ \Tf61II ... AondI .... Con<ro/ 1'04 · ~
~ NCiAIiSa AND EGflf.SS: s.a.. ___ and ~_ Nt""'" ,. ~ ~ f9IUIlC"" RHI P~"ly ~ lOt ~ ~... u ~.. F'v,iigt1.i" vi 1Ie1Wll. lIIIe 10
-- .. lit ~ .... $la"llSAI'll A..
,. LaAftS: s.Iw...... rtl( leSS '*' ,S days CIeIora c:Illalg. ~ 10 .."., CI:lCl* 0111 wtllW1 __ .-.:l ~ ..,. tram NCPIIeI\AIll ~ .... M,..... .-.cl ""..- << N
s:::::- ~ ~ ...... ~ ranl anll aecu"" ~ paid br -.nL II SeIer IS ~ l1l:I 00lU'I u:II __ tram NIdI ...,... ,.. - ~.ltI .,.. I:llI IIlrnor>ed lil't'
m ~ ....,., Ir\&llmll perioClll'l ,.. Ioml of a s.Ian ~ and ~ may ,...,..,fW ~ ___ III -*'- aud'l ~ StMr INII. 1\ doIU'i;j. ~,,"-' .-.cI -..;n U
Qft~ INaa eo 8v,oar.
Q. ~; SeIet .,.... Iun\.IIh 10 8lIJ4t ., .,.. ~ doU'lQ an ~ ...."9 III N aDMnCI. ""... ~ ~ Ii:lt hi'"" 01 ."., ~ ....-.l C:,Unli t:J .., Of ~
IQ.~ llr\own 10 SeA.r ancl ~ IlIIAn; ""1 ,..... ~ ~ I'lO ~mra 01 ~~ Ie ,.. RMI f"rgpet1y lor 90 ~ ~ pt~ aa~ ~ ClOt'~! ". Ra.aI ~
PIA. been ~ 01' ~ -11\.311". s.Ie, &tAl ~......- or _rs 01 CQt\I8'VCOOt\..... CII<llCl.Md by" ~~. M.<lX;Ot\ll~ N.~"'$ I/'Id ...............
Irl adIiIatIlc SeIoI"S Ilen ~ YlI/'lg ~ #II M/T'eoI 01 ill a.dI ~raI CCl"iIIXtO'S. ~. ~ ."., ~ ,.,..., a/Dr1TWlg Nt at dw1,'" )I ~ 01
'-'_ wflIdI cowlCl _ .. a bMl5 lot a ~ '*' 01 . .::.am lot' ~ "",. l)Mt\ pa..Id or Ifll oe p,.a;d II .... CXlI~ of hS CO/'CI'Zl.
K. ~ 0,. CU>SINO: 0aulG ..... lie I'leld .. .... ~ ~ IIIl RaIl ,,~ illoc&litd 1\ .... oI'a 01 N ......., or C#Wt dClIItlQ ~ ~1IId D, Sat"....
L 1-"': Il'I ~ lime penoda ~ .. ,.." Ii1 (I) ~ Sat,.rdeyt. ~ ~ ClI\, Of ~ ~ IlOIldIVI .".. bII ~. ~ ... ~ ~ Ie, hi,., "'*" ... .-r:l
0tI . ~ s..n.s.r. << , IeQlII ~ .... &"*'CIlII ~ lL"'- tit IN ~ ~ .. TlrN II 01 Ow ..-- Irl ... ~
~ Il)OCUMEHTS FOA ~ ~: SeIer II'QI ~ ". dtotd. tli << ... CIlIN~ .., IIlIllewC. ___ IlO'Mfttllll'l ~ ~ 01 ...... ........ I''''''' 'loClngag. ~
...... MIS ~ ~ ~ ~ ~ ~ ~~. ~ -...".., ~................1'rorc:Ine JlI~
I(. EXP8c&&L ~ ~ Oft ,.. $aM and ~. C1Q_ I~ INlIbiI lliIld." 541<<. ~ ~ and ~ lD on ". QUd'Ioa". fftCIWt ~
At1d ~ ~ ..........-.cl it'IS ~ 01 ~~ ~ ~ga 10 Soler. aeed and ftn.a/"C1t"9 ~ ...... tle ~ by ... ~ u..... ~ pt ~"d br ... or ~ Ie
~ ear-cr.ct. ct\AI';eoa lOt _ ~ -.ad bllA _ P\&JNlIy gila 01 ~OScrad ~. 0'" ~fOj\. arol .--..-.r JI'Ill ~ .... &I\.at tle pul tly I'''' ; ~ ~ tc<
~N....~'"~....,,~v.
~ PAOfU.11CHCS; ~ ~ .- --.r>lL '-"t, l"lIteIt Inan/"C8 It"Cl olr'ott....... 01 N Pl'QOet'!Y I/WIlle pt7a1llQ tro.4'> IN #y ~ 0031.... e......' II'-..u "-:tot ~
01 ~ _ ~ I)ClIIC:.s 01 ~. I ~. 1\ wt'C1I -" ~ II\AII C>e ~tQ, Cutt It dIar<9 ....... " Il"Cr-.d 01 ~ II INr lle ,_,,-..:I Dtt ~ I<l
c.a tIWdlIl'W'OuOfl _ pt10t II:) ~ or ~ I oc:e..oM'Cf oc.:ll" ~ doI:~. ~ ,.... II'IS ~ ~ ... biI awdllIcllD"""" e.s.:roor apesu ~j Oy ~ ~
!Ie CNdIecS II Sew. T.... ~ =- ~ lla_ Ot\ ,.. cu"..,. ~ .. WII'I 00lI ~ ..- lot ~ aao-:M :iaaoo.n. ~ and alNI _'00: oaf ~ xar-
II II .. lINn ,. ~ ~ IICa9I . ra Il-.d R QIlW'( Y""'1 ~ !a .....CIM. ra-. .. " l'fOtI*' =--:I ~ IUd'! ~ n llI'1lII' 1'11" 1O'll..qt.. t o.rw"ll --'
_-.nlll nclI ~. ,.., ~ .. be prat'I*l 011 ~Ot .,....... 211. II...... ,)tt ~ ~ CW' ". ,.. ~ il'J ~ 'II 01 ~ 01 OC*...;, ,,~ ,~
_.. ... In ~ 0tI ~ 1. ., lIl'la 'filii. .... ~ tI".aJ C>e ~1Id DQsecl ...., pfWII ,..,.. ........ aros . AI' ~ &.sU-' I<l ~ ~ ..Il,at' 1- ... ~
...". 'IlfICfI. ~ __ :lO....aa _ ... eo.",.y ~ ~.....,. II"4tfMl .......'"lrlIlallII'9lPl1D -.,.a...........~ A QU ~ -- at'.t/'I ..-111 "...", ·
......:JI.v..~. oe ....1 -., __ "MIl fllLU IIlI on --"lllWl NI' ......1I:l1l".Jl CIIIlICI' tlO'*S. -... -;
~.~ A.S.SES.SwetT ~ ~ ;Ilt'Il1r"led IJ"CII"Il:I\ed ~ u~j'''''' ~ 01 d.. ~ ~ ~ II 01 ~:)alal ~r'lQ e. p,ald Dtt 50,..., ~.... u-\.I
~ .. _ _ _. _ ...... _ . _.. _____.._ _..... ~_._..'.. ...-.....,."....".~ ~---.....~. ......., ~"'''''''''::lII ~"9d C8~fto<L ;.:JI"'t"~::r"1l.O'-d v.::
..-. .- -. -..... '.. . .
...,. 'llfloe:tl. ~l ...4ll ~ ~ :II ,.. ~ ~ ~ 'tIr .. ~ ~ 'al<lI'; f'ltll1Q;Dlll --- ~ A :;u ~ ~,a 01 ItI "~II'IlI~ 1/... .
~ ~..u....~. :Ie .........c.d..x>t\ "OC..clI ~ AS /lII JI'\:gndlila'l1lal , .--- ~ Nl ~ ., 1qIed .:lGlIlI"4 .:-
Ii. &PtlOA1. ASSESSUIHT~: :..-aI\ed.:;crIlImwl vd ~ ~ &SSM&o"lW'!I'~ ~"~1II ~ ~....... ~ E..'IK:M ~Il..:g 1>>:IoIId:l'l s.,a.,1 ~....... U"o
_III ~ ~J ~ .-.:lily iuyot. I N "'~ "~ _ .~..,., :atn08IIlQ 15 ~ E..~ ~. n ~ .... ..... be ="~ ..",f\oc,. :G,'..r..- ar 'Uf_ a,".
s..... IINA. M c:lQIltI9. be dl~ IW' II'lOUl'Il eo.a IQ ... ';ZSI aIII"I*8 ~ ~ lor ,. ~ Cl'f iN :lUl* ~
No \NSPE.CTlClH. Af.P.... AJolQ ~ s.Mt _IS ,,,.. .. ~ '0 ~ p"<<:D ~I'IQ. '/lII ~ I'l>llII ~ :ne :u.r:A II'G ..,mts11l'O,_a ..-d 0l1e<"Q( ~
~. ~;<< eq",~_1) ~ ~ ~ '1l2 "- lI'Y "ISIBLE EVlcENCf ~ _ ~ ~ ~ -... 11'0 ".,... - - ~ II .,~.... ......,..,...,.
--. ~ a)QIW'Q. e~. ~ ~ .rod rnadliI'ef'Y .,.. II wc:A(I/lIG CONCfTICN. The ~ ........, ... ~ ~- 10'" ,.... ~ """,," ~ I)tOWlda
II> .., ~. ~.....,. AI ~ ~ "- I"tIQIfCllar'4 ~ 31 .- ~ Oif . h or ,nd~ ~ .. - ~ VC 'lGIClIIlq 1ft ac:~'_ ~ lot we
~ (If ,..qlllredl or by .. 1Ci~'" ~ ~ o:r.aaca. ~r IMII. gn;r':a Buo,w"1 ~ 01 'ICIr lea ..." '0., 0I't0f III ~, fIfVQWC ~a:ul:'1 "'*. ~ ,., -"
Ia s...t eudI _ Nl ~ r'lll<< IN<< .... IbGIIG ~ u -=- ~1cclS ~ 8u\'W IrT-"r /'OPOf'la wd'I ~ ~ IfItIll OIl ~ '" ,.,.,.. - s... .'I...vcI.. .. '.Il ~
r-. ~. II ~ 0I1'1Ql~ .,. rlq\/ACllG CIlIftIlIY "'lIllJ'\l6 Scanan:I. s..... INI _ 1IIam la l:le ~ .-l .,. lMY '-' III N """""" ~ ,n ,.'''~ Xllllbl. s..
. not Iwqund III ITIIIW ~n or ~ lW , ~ ,"glllrt ~ri_ c:auMd i)y a ~ S.r - ...~ lD ....... or~. I' N c:mllcr tudll'IIM'" 01' ~ IllCWC
IN ~ ~ In Pa~~ XJII(DI. ev".r 01 s...... 7f'o.It '*' 10 ~ I..ctI oIICNoS. ~ilrlcJ 'IIhdI .._r ~ ~ ~ fliI CoNrIl;&. l' SaIl.. · ~ lQ :otl'''od IN detec:U pt'OI ,
doaing. fie ~ 1t\eNGI"'" tle ~ hQ MCrQW It doIlnQ. S.ler..".,L ~ IO.!:SQf'laCla 1"4lOC8. ~ ~1lIl* .....-ell" oIl:Cl)SIlQ ,.. F'nlge1tt lor ~'1. m"~uctnQ a _Il:-f'Y0.9
pnOI' II) dOtInQ. 1Q canIIrm NI .. IllII1lI 01 p~ ~ .". on "- F\eeI PI'Ol*'lY Irld. IUo,oc2 10 .... ~ f\ll all ~ ~ If'lll --- ,..",,'. lliMrl "*'- Irld 11'0
fie ProoIn\!. Includng. Duf I'lQIIlInIMd III. ~. ~ and \)OllI. " ~ 11M l:leen ~ irlIN cardIIon ~ at 01 a.:tw Calli. nMl'1 -- .,., :M/' ~
a. IUSIC OF L~ I' IN ~ . ~ D'f 1ft or olNl( cUWA:1y beIcre doo;Ir'og ."., c.o.a 01 ..~ ~ - -=-d n '" IN ~ ~ lW.... ~Itt so d&tT\AQe<
-' fill _lOtellclll eNll:le en cbl9'OGn 01 iN s.... aI'd ClOSIng INU ~ ~ III .... lenN ollNe Conncl '"'" ~ ;oc.. ~ II dDU" If .... - aI ru1OBlOO
~ n olIN .....-d ~ oliN Propotty ~ iXmeQ8d. Bu.,or ".., ,...... d'IIi opOon at IIlr4r WIrlQ ... ~ · II. ~ W1rl ..,..., ... 3%)1' ."1It IN..rarce ~
payaI:lIe llIli' Wl~ 01 eud't IDaa Of~. Of aI ~ ihlI Carnract arcllWC.-Mn9 ....m 01 iN oeooe/'l(ll.
" PftOCefOS Of' s.u.E; ~OSING ,~ TN <iM<: .,... CICI ~ ~ ~ at f\Ilca If lII\ IlHnCI 01 - ~ -., 1I.6T\isNc1 --- QI' .'", eha~ 1M c:.onIIft\.<<! '
~ ~.. III ~ dUll In Buotv. ...Ihoul ..., ~ Of ~ wt'Od\ ..curd,.,..,., s.ht'I ... ~ ~ fM lS&Ie 01 .... lall ~. Alii ac'.1'IQ proc8OOlS sral ;
"-'d In MCfVW by s.Mt'1 11b;ltIWy Of 04tl0t ~ ~~ oao:;TOOI ~ Icr , l)O"OIl ol 'ICIr maIW ."." 5 .. ... ~ ell.. If $der'I e. · ~ ......">AI'........ ~ '
__ fill Buo,ot. ~ I/Id. .....n \PIt $o4av I>"lod. r'CIfIt1 s.1et '" 0It!11rog IIIlh1l ~ end Seiler .,... ~ 10 ~yS /Ian a~ fII ,... '" w:tl1lClGf\l:allCn ID cure II,. 06*=. it s._ ~
II:) IItNly Cl.lre II\e ~Iecl. .. dej)CSClI) 'nc1 doelrOQ ~ 111*1. ..,porI _"... ~ bot .~t and ~ 5 ~ ...~. M ~ 1lI !IJyc' afld. Ii",""br.-~",' .."ctl ~ ~
euy..".. "lllm d'IIi PlI~ Prot*'f. --..10 N A.MI Prapetty"" ~... Prgpeny 1Q s.w bot aped-' ~ 0Md II"d tlIIJ fill sale.. ,1 ~r IeolIIO 1I'",q1lmely dIIlN1'Cl ~
rtlW'CI. ~ It\aJ iii... dlle U II. .ww.; .. rip .....~ S41et &I to ~ ;tI~ M*:I QlICaQI U may M ~ III au,. bot vn.. 01 ..rrar'" Clllnl.lli~,d " 1N dMd or 001 .
sale. " . pot'lIon 01 1M p...1'CI\AM price . III ~ 0etlWid from INtiwtlonllllNncil'lQ Of ..1lr'laI'tC)I'\Q ~ulr_. Of iN lWlIin9 ~ allO ~. 1me Of a.y 1I1t'd~.. lot ~
MId Illt ~M/MIlt 01 motlI;l\il. procMCl5 INI CQt1lI'CI _ calvary ~ " hi ~ UIer .,... ".... ,.. ~ 10 rIIqUn frClf'\ tit ~ INIltU\lcItI I ..,'~ COI'I\/'MITlOf' r,
" ... "0( wnmold disllu~ lW ~gt ~ &II I _II 01 tnI aue .,.IKt ;1llIOIWlI. III &sy.t~. The UCl'VW a/lIIl 0CWlG ~ reqo..ere.:l 0.,' ..... SUnda'" ,Mil;
~ if ... tiUl agenr lis,," ..:.erosemallilllPU~11ll5Gc~521.1841....S..1t ~
O.!.JCItOW: A/"If .~_ agenI r~ ~ Il.rdI 01 equII.alanl. ...AlOt1:zed and ~ ~ acaocal'lCll f111/IOI!I1D ~ NIYl ~~ I'dd UlIlC' III "cr_I/'ld. ~
de~ ctsllU'te f\ern Il'\ ec:<:oto.1l'Q .iItI rMlTW ~ eondIlIclN of !1lis ~. ".,..,.. 01 fundS LeI ~.f It\aJ rlO\ IiIIalM ~ pe~ IlltI 00u0( ~ .' A.9"","" dl.Clft Of 'la~lA
..nclOt'" llI'ovt.~ 01 ttu ConIlIC1. AQetII m~ II ~I" opuon, QOo"_ III hQjd ,. ~ mln.r of ItIe MeOW..... oanos .,...IOA9"M to I\S OlSCVt'Ime',"" Qt..ncJl · i..09'I"'..
of. c:o.#t of CIXT'pellet'lljurtsdlcllcln IN4 ~lOtrnlne ,.. "~lS OJ iN pol"*". 01 ~ ""'Y deQcU ...... wM IN ~ lW.... ~ co..tt "-""il JUf'$OlCIIOII 01 :f\<" ,*",)Y\e. Uc;Qt\ '1OlI!yl~ .
~ ~rned 0I1UCl1 ec\orl.. d Ie.olIlly on 1fIe i*1 ot ,t,g..nf SNlI 1u,Iy WnTW'laIll. eaee9l1II1M .....,,1 '" ~ Icr lItf IImS ~ ~ ~ ,1/ ~"cro.. if , ,"-nud ..
_ blaUt, ~e'\I ... ~ ...." ~ 01 ~t 4~. '.s.. .. emended. AJ'Ot 1<;11 lle_ au.,.. Vo4 $*,...,........ ia INde a ~ ~ 01 0IQlI'9 u ~ ""Ou"ll<
011" If'If II.Iit ~l'WI AQenI ~ itle ~ tT'II_ at iN ~. ~ SNlI I'eC04I' _1Otl~ If'OITW(I ... ;nS t:OIQ ~ 'OIItrI1/'Ia4 1ft\Cl6l\S 10 1:'. p.&od "0t0I i6f'd Q\;(
1M ~ ,...... 01 .cI"'-lerC W eNrged It'Id ~ .. -.n =-la ,II '- olIN PlW"MUnQ I)&fly. The A;enllll'al r'lll<< OIl ICM 10 .,.., Piny or ~ tar' NSOelNery 10 8<./)'e'
Seller d -.. lUCjecl III IN Nero., I.I'IieU IUCtI "~1 " cs.. 10 MlIU ~ oIlN ~ Of 1tII. CQnnd 01 ~ ~ lCllI 01 "9"'c.
III ATTCRHn"1 FEU: COSTS; III I.Pf ~llCt'I. ~ CltMdl. ~ 01 n....pI'Ol.alIan. 1flSin9 OUI 011tlllS Conna. .. ~ pat'!'( Il'\ IIoCl\ 1\l9&':IOt'I. wI\lcI'l. lor \lUr~..
file Slrdal'lll. sI\III ~ s.Mt. ....,., and ..., llrO.et$ AClt'oQ '" agot'CY or ~ t'Oi~~ &IAlOtI2ed tl't ~ 475. ~.s.. U ~ tNI 0. ......'1:<<110 r~ lrom :
~ CI'II1't ~ I~"";a.sa II"d ~
a. ~"E ~ f'tRI'OAMANCE: 11 ~r fUllD petiorm IIIIt Ca1II1ld ....11'1/'1,... _1I*l1le4. III(!\jCj!ng ~ aII....-..1IIO ~Il paid 0., llv;'l( elO ~I.($l aqreeo
lie ~, ~ lie ~ arcl rtlalne4 tl't W Icr 110 ~ 01 s.e.. u '9'- upan ~Md aamagM. ~- br IN CIlIeClAon 01 hi c:onuw IIIt'd ~!UU WfIlerT\- :II &:
dlll"a: __euQOn. S.....r II1d s..... sNl be ,....., 01 .. otiigauona uN)l( ffl ~ (If Sellar. II s.a.n 0(:IllcItI. ~ procaecl II equlV III .-.Dell SaIar"I "llP 1IS \A'<Oer N ~
If lot ~ .- OINt 111." ~~" III Saller lQ IOIol.c8 s.ler'l aUe ~1a.:M .IIM ~l 1fIort, s.l\et lIi:.s. ~ or ~ IQ poeriClrrn N ~ lJ". 8".,.., rr.-y ..... ~QC;.'
pe~ Of el6Cl1O _....... lr4 "U'n 01 ~. ~I.(I, ..~ ~ .-"9 ~fl't' - lot ~;es -";ar'lQ 1nll7l $eIet'I ~
T. COftTIlACT NOT .wCOf'0A8L1; nRSOHS IOUNO: HOTlCt!: 1Ii.lNt N$ Connct tlOl' aPt I1QtQe of" &IIal1 tie ~ '" ~ ~ ~ ThII Cor'~ UIaI1 brIO II'd ""'''
IN benefit 01 \PIt l*liM end Nr ~ 1II'''llltUl. ~ tI'o COtIIax! patT'".... ~r snalI .nd~ plIotal I/"Cl ON ~ ",.. ~ d. ~ ~,- 'If or 10 lr\Ie Il!Ot"\eY '
AI'Iy ~ .,.,., tle u ~ u " ~ D'f or 10 Nt ~
U. CONVEY~; S.r Iha.I COtMI't .... 10 .... F\NI F'roQetty D'f .-1DtY "'1'Wl~ lnoS...". ~ rIIjl~" Of ~.. ~ II ~ to d'IIi KIIIi.C 01 s.nat. IU:l!O
or;, II) rNMt. CQI\laroed '" Pv~ II1l encI tllIM OIr1Itr'OrlM lcuplDO D'f ~r, f'wtsonII F'lOClenr .,.,.,. AI .... ___ 01 .... Buyot, OIl ...,..rT<<l tlf' ., &beO,!M III 01.. ..... 'dITW'
fill *' ..ojaCI orVy II) cud'I maa.ra .. "...., bo ClCP'MIoIM IlfV"\deG IIlr' rweln.
V. 0'1'HEI' .AGAEallXTS: No pnor 01 ~ ~ 01 ~_~ 1NIl:le bincll'lQ U90fl ~ /If Seller ...... Inl::U*lIn 1\11 ~ NIl tnOCl,nca:ClI'l III Ot a.at'tQ8 " f
c:or- w.I M YtIIld 01 brdrlQ \<C)OII tlI ~ ....... III wriIng Irld IIIIeCll.l1IeCl tlf' IN ~ Of ~ ~ III OIl llClU"IIl ~ l.
W. ~: SeIer ...,~ 1tlaI .... .,.. no IIl:lIIINWfl ~ s.1II' ma.naty ~ N ........ III ... ~ wt&tI .,. I'lIlI ~ oClMI .... Dr lllJ'.... 'If..-...:n...... nee be
lfadoIM II) ~
..... filii ~,. ~ IUlIllC)IIAII AllIl ~ ~~OI ~
p\o:J 0 AJ~'-'~
c.J
1&
u-g
~CD
CD ct
~ C
; a::
()~
1I'ltf)
lll-
- ~
cto
~(,)
~
....!=~i;'::;2
:-;.:';0 C> 0
~: g 8 g
...0.. .. _ .
Cl)-:f'10Cl)
.:::::..." It) U)
:;;:1,-- " '4
..tt~"
.~;
''';':.:;
.~.
....
..' ,
.r:~
~
~~
~-
:-.... C' ..
~~ og .,
:.r~Q. i I .
~ :r ct:I "iI:' II) lOt iii
.':=:< sn l: ~ Ii "
~.O.: ~ OJ CL. .5! &I 0
::~ ~ ~ .r I ~; i
.5~ c: 0 W j -g i 0.2 i-
~~co~;;W::&i :::I rrc#,
~ ~I ~ ~ i ~ g 5 ,.. ; I!"'! 2 1
~ar crJu(.):r~ 0 W' ~
:;;:~:r: 0 .2:- ~ m 2 LI.. f3 a. ~ ii2 &
~ (.) ~ s=~,.... Z O. .!fL.;;,_
a:ic~~~ .5P...J!;....J!I
~LI.. ~ 8 c.J u i ~ US! u. ! ~ {!
:."7:
~
.~
_oP.
I
_.c
~~
~
~
{~
;~
.-
~
s~
---
S1
~~
'0' .
1~;:'t::J '0 "'0 ~ ~
\~"Cl.l"CU CD
i" r i n
talL L <cU
I
~.;.1
:'~"I:
;!",It}.
:-Tc
z:
~~
S8 8
~o"~ CO")
18. ~
.--.....
;.-g'
I
~
,,;-:
-
..
.!
-e
~ lZI
aI ~
~ 0
- -
I~
c C
II G:l
Q.. Q..
~ 0 g
08"
0- 0..
o 0 ~
.... N ~
tl't ~ tit
o
o
<:>
c;
'l)
tilt
oc
--,
52' ::::
~i
~~
lu
g
"l.
CI>
o
-
*"
88
."1.
.... .-
~:;
~
o
g
,.;
..
""
..
o
o
o
ci
o
N
..
e
o
o
N
...
1ft
..
--
a'S
E E
. l'lI
--
o
o
"1
"
lit
C!.
...
..
-
~
o
"
..,
-I-j
... "D
Go .
CD
ii c:
- -
o =
~-
-.,
i
10
i
...
..
...
..
-
l'O( e
CD ...
-t'
.... ""
~ ..
..-
- -
lZ:I at
.... ....
CO ~
~ fit.
1i ~ ~
= ::s
I:
!.
.
c:
..2
"3
I:
CL.
0.
CW
.,.
.a
~
12
!
.
~
.
>
..
&:
o
..
ii
f
s."€~ ~:lOO r I"H:l
~
-
o
,
~
'is
..a
.,
j
::
IE)
CO
o
d
..-
-
.,.
....
,...
-
c;
..
~
Z
>-
i
ih
e~
'C
c:
at
...
2
S~
j CIl.i
. ~~
ju t"\f
-!~i
c :..
&O-=sz
S!~i
fUiJI
I Q t5
~~
CL<XI&
e5:St
EKtIlBIT ...s..
966~ ..E*. -~
If. PROJECT COST PRO FORMA
A. SOURCES
Fed Home Loan Bank NiP Grant
MD COBG '96
County ceo -Housing '96
County ce0"91
City MB HOME
UD TrusV HOME'ge
KniSJht Foundation
State eSG
Hamntcn Bank @4% for 5 years
Private Mortgage@8% for 5 years
At. Total funds AvaIJabl.
PROJECT =UN01NG
SOURC es USES
$273.000
$50.000
$69.000
$64,300
Ccmmltted
CommiUed
Commit1ed
Committed
pending
Committed
Ap~ned
Applfed, unliii(el(
Committed
Committed
(amort)
(amo.rt)
$50,000
$100.000
$200.000
$200,000
147,000
S1.053,300
S.USES
,-,
B1. Total Acquisition COlt
Purchase price landlbuilding
Actual ConstfUClIOn COSt
Estimated at $10.700 I'.r unit
Ccntigenc;y
B2. Total Construction Cost
General DflveJotm'IQnt Costs
Legal Com
Operating Reserves
Construction rnterest
Environmental
Tues
Archltecrs Fee
AppralsaJ
SUNey and Struc::tur'aI
83. Total General Deveropment Soft Costs
Closing eoct.
Financing Coats
B4. Tobl AnanciaJ Costs
C. PROJECT COST (SUb-Tobl)
Di. OTHER DEVELOPMENT COSTS
DcvlConsulting fee
e. TOTAL PROJECT COST
51.180,000
S4S0,ooo
$17,882
SAS7.882
$10,000
S10.0oo
sa,ooo
$1.700
$2.578
$40,000
$2.400
S3.COO
575,678
S20,ooo
$45.000
$26,000
$1.7.9.560
$10.000
51,759,510
EXH IEli IT ..E..
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO nn,
ATTORNEY WORK PRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT 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 SUBSECTJm
119.07(3), FLORIDA STATUTES (1996).
EXHffiIT E
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT
OFFICE OF FAIR HOUSING ENFORCEMENT
DOUGLAS GARDENS COMMUNITY
MENTAL HEALTH CENTER OF MIAMI
BEACH, INe., 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 COMMISSIONERS,
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, INe., a Florida not-fer-profit corporation ("Douglas Gardens"), and
Respondents, CITY OF MIAMI BEACH, a Florida municipal corporation, and the Miami Bl:ac 1
Exhibit E
Joint Stipulation of Dismissal with Prejudice
1/17/97
Page I of2
Economic and Community Development Division, individually and jointly stipulate and advi~:e
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 .)f
Housing and Urban Development and jointly request that the Department of Housing and Urba 1
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, Wilhc ut
waiving any rights of recovery with respect to third parties.
Rebekah 1. Poston
ECKERT SEAMANS CHERIN & MELLO rT
Counsel for Claimant Douglas Gardens Cor nn lnity ~
Mental Health Center of Miami Beach, Inc.
701 Brickell Avenue
1850 Barnett Tower
Miami, Florida 33131
BY~.~
Stanle . ,Ptice
Florida Bar No. IY1J ~4 ~
STEEL HECTOR & DAVIS LLP
Counsel for Respondents
City of Miami Beach
4000 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131-2398
By:
Florida Bar No. 183355
ORDER CONFTRMING STIPULATION
The stipulation of the parties be and the same is hereby confirmed and ratified.
DONE AND ORDERED this _ day of ,1997.
[N ame of Agency Approving Authority]
MIA9510/109300,1
Exhibit E
Joint Stipulation of Dismissal with Prejudice
1/17/97
Page 2 of2
THIS DOCUMENT IS PROTECTED BY ATIORNEY-CLIENT PRIVILEGE AND SUBJECT TO 1 III
ATIORNEYWORKPRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT FROM THE PUBLI(
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 SUBSECTlOI'
119.07(3), FLORIDA STATUTES (1996).
EXHmIT F
GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That Douglas Gardens Community Mental Health Center of Miami Beach, Inc., a Flcrica
not-for-profit corporation ("Douglas Gardens"), on behalf of itself, its attorneys, and its affiliatf s,
subsidiaries, parent corporations, directors, employees, officers, shareholders, agents, insurer s,
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"), t)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 ofMiarni
Beach, a Florida municipal corporation, and the Miami Beach Economic and Community
Development Division, formerly the Community Development Division, and all their present an 1
former affiliated and subsidiary associations, corporations and divisions, if any, and their
respective attorneys, agents of the attorneys, trustees, officers, shareholders, insurers, reinsUl er: ,
sureties, directors, stockholders, employees, agents, representatives, and their respective heirs,
executors, administrators, predecessors, successors and assigns and any person acting for, by 01
through any of the foregoing (hereinafter collectively referred to as "Releasees"), of and from a lY
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 la'\' ( ,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 FeGeneral 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 tc I
the subject matters ofDou~las Gardens Community Mental Health Center of Miami Beach, In~
v. City of Miami Beach e.D., et a!., 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. 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 ai, HUD Case I'm
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 alld
all damages, costs, expenses, attorney's fees and liabilities incurred by the Releasees by reason If
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, aId
that the mutual promises set forth in the Conciliation Agreement are not to be construed as a 1
admission ofliability 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 COllSe:It
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'N 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 1ha
no promise, inducement or agreement not expressed herein has been made to them.
Exhibit F
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 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
corporate seal to be affixed, by its proper and fully authorized officer, this _ day of
1997.
DOUGLAS GARDENS COMMUNITY MENT i L
HEALTH CENTER OF MIAMI BEACH, INe., l
Florida not-for-profit corporation
~~d~ J~&4
Wit c:?'
~v~r It; ;z:; cf.:'r~/d
./
Print Name
By:
Print Name: ((j;,
Title: 6XcX, 71 VC
~
I VI CI /vi fa yrtl1l--t."
./ /
Print Name
(Corporate Seal)
Exhibit F
General Release
1/17/97
Page 3 of 4
STATE of FLORIDA )
) S.S.
COUNTY of DADE )
I hereby certify that on thiS;?;;2~~f 1997, before me, an officer (uly
authorized in the State and County aforesaid to ta e acknowled ents, personally appeared (na ne)
lJJA})GL..--riIo~~ ff~.nytitle)j2Y~VTIV~ 1:) ~ ,.0fDouglas Gardens Community Mental He lith
Center of Miami Beach, Inc., a not-for-profit corporation under the laws of the State ofFlolid, ,
[ ] who is personally known to me or DQ who produced the following identificaT ion
FL.. ]).A.:# Bt,30-/7g-f?- t~fac~wledged before me that he/_executed the foregoing docJrr ent
(General Release) as his/;. free act and deed as such officer, for the uses and purposes the: ein
mentioned, that he/a. is duly authorized to execute the same on behalf of Douglas Gard ~ns
Community Mental Health Center ofMiarni 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 thi~~B(y of , 1997.
!2i1~
MIA951 Oil 09236-1
otary Public
State of Florid
Commission No.:
My CO~~""IIl1I9);"~s:
~,~ \\}. C. FA/~/ 1/~
~~<O...."....'4O' ~
~ CO ..~,,~\SSION /:..... ~
... · ".... '1 ""1;0,. ~
~ .. ,,"" ~y, I . 10. ~.. ~
- .~ ~ ~ U'. -
=- .:--=""S ~*::
:: * : ..... : =
- . . ~-
~~':. #CC47043~9 :~~
~q...o1,: .9;:;::
~ 1?: '.~ e.o"d8d~ ... ~~
~~.t-;P;,o(Jbl;C IJ~..~~
~~/P8Litslt..~ ~"~
111'""illl\\\'''''
Exhibit F
General Release
1/17/97
Page 4 of 4
THIS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO 1m
AITORNEYWORKPRODUCT DOCTRINE. THIS DOCUMENT IS EXEMPT 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 SUBSECTlOl'
119.07(3), FLORIDA STATUTES (1996).
EXHffiIT G
UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT
OFFICE OF FAIR HOUSING ENFORCEMENT
DOUGLAS GARDENS COMMUNITY
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.
1
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 Dismissal with Prejudice
1/17/97
Page 1 of2
Miami Beach City Manager, and Shirley Taylor-Prakelt, individually and jointly stipulate anc
advise the Department of Housing and Urban Development that they have arrived at an amicab e
conciliation of the dispute giving rise to the Claimant's complaint filed with the Department ,)f
Housing and Urban Development and jointly request that the Department of Housing and Urba 1
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, wi1ho lt
waiving any rights of recovery with respect to third parties.
STEEL HECTOR & DAVIS LLP
Counsel for Respondents
City of Miami Beach
4000 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131-2398
By:
Rebekah 1. Poston
Florida Bar No. 183355
ECKERT SEAMANS CHERIN & MELIO"T
Counsel for Claimant Douglas Gardens Comm lnity
Mental Health Center ofMiarni Beach, Inc.
701 Brickell Avenue
1850 Barnett Tower
Miami, Florida 33Z
By: c:;,j~ ~
Stan! . Price
Florida Bar No. I~?J c'1.f~
ORDER CONFIRMING STIPULATION
The stipulation of the parties be and the same is hereby confirmed and ratified.
DONE AND ORDERED this _ day of , 1997.
[Name of Agency Approving Authority]
MIA951O/115525-1
Exhibit G
Second Joint Stipulation of Dismissal with Prejudice
1/17/97
Page 2 of2
TIllS DOCUMENT IS PROTECTED BY ATIORNEY-CLIENT PRIVILEGE AND SUBJECT TO un
ATIORNEYWORKPRODUCT DOCTRINE. TIllS DOCUMENT IS EXEMPT 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 SUBSECTlOl'
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 Flcric a
not-for-profit corporation ("Douglas Gardens"), on behalf of itself, its attorneys, and its affiliat( s,
subsidiaries, parent corporations, directors, employees, officers, shareholders, agents, insurer s,
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"), t)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 acknowledged
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 t he
attorneys, trustees, officers, insurers, reinsurers, sureties, employees, agents, representatives, ar j
their respective heirs, executors, administrators, predecessors, successors and assigns and an:l
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 actic n,
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, executi on >,
claims and demands whatsoever, in law or in equity or otherwise, in contract or in tort, or uncle
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 Releasee: ,
Exhibit H
Second General Release
1/17/97
Page I of 4
for, upon or by reason or any matter, cause or thing whatsoever, from the beginning of the word
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 of Douglas Gardens Community Mental Health Center of Miami Beach, llli,
v. City of Miami Beach e.D., 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 be m
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 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 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 ald
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, ,nd
that the mutual promises set forth in the Conciliation Agreement are not to be construed as an
admission ofliability on the part of any party or parties hereto. This General Release is inter de :l
to be contractual in nature, and may not be changed except with the express prior written conse 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 know 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:hc t
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 de es
not release the Releasees of any of their obligations and duties as set forth in the Conciliatior l
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 it~
"jorate seal to be affixed, by its proper and fully authorized officer, this ~ day of
iX..{O ( Lj 1997.
/];1/7-4> ---1 A/4~,L
Wit~s (/..,--
15(;11'[1"(1 T'. ferC)/J.
./
Print Name
DOUGLAS GARDENS COMMUNITY MEl\Ti.L
HEALTH CENTER OF MIAMI BEACH, INe., :1
Florida not-for-profit corporation
By: f2~ ~
Print Name: ~l~ 9
Title: (y Ct.,Vi7 lie ~"R.11~
(Corporate Seal)
Exhibit H
Second General Release
1/17/97
Page 3 of 4
FL
STATE of FLORIDA )
) S.S.
COUNTY of DADE )
1 hereby certifY that on this~iof 1997, before me, an officer (uly
authorized in the State and County aforesaid to t e acknowled ments, personally appeared (!1aJ ne)
~/~~~t1'tXj<title) k x~. D I /2 ., of Douglas Gardens Community Mental He uth
Center of Miami Beach, Inc., a not-for-profit corporation under the laws of the State of Florid, ,
[ ] who is personally known to me or M who produced the following identifiGa1lon
p /..... ~~c -17'8 -'f7- $lf€?~l~cknowledged before me that he/she executed the foregoing doc.lIT ent
(General Release) as his/__free act and deed as such officer, for the uses and purposes the] ein
mentioned, that he/_ is duly authorized to execute the same on behalf of Douglas Gard ~ns
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 Wereo I have hereunto set my hand and seal in the County and State afore1 aid
as of this ~ 1fay of , 1997.
~.~
MIA951O!l20333-1
Notary Public
State of Florida
Commission No.:
My Co~"#~~~~:
~ ~v ....... r(4, ~
$' CO ..~~~\SSION;~..(S\ ~
;:: · 'V....' "'IA .. ~
~ "'~CJ ~~11".9. ~.. ~
::: ....~ ~~.:::
- .~ . -
=*: ..... :*=
- . . -
~~ ~d: #CC470439 f:'i~~
, ::A . 0, ~ A' ~. ~ ;::::
~1'A."<?1- [)nded\~'''.~..t:::5;:.
~'rj.. "0 "'lIbl' Ll...~t~~' (N ~
;.;oJ "'0 Ie ".' l.." oS
P'/."'Ua ......~ <;::\" ~
l',.i!(1 'LIe, S1~\Y:\,\,"
Illil/llI\\\\\\'
Exhibit H
Second General Release
1/17/97
Page 4 of 4
TIllS DOCUMENT IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE AND SUBJECT TO TID
ATTORNEY WORK PRODUCT DOCTRINE. TIllS DOCUMENT IS EXEMPT FROM THE PUBLI(
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 SUBSECTJOl'
119.07(3), FLORIDA STATUTES (1996).
EXHffiIT I
ESCROW AGREEMENT
This Escrow Agreement ("Escrow Agreement") is made and entered into as of this ___
day of , 1997, among Steel Hector & Davis, LLP, a Florida limited liability
partnership (the "Escrow Agent"), Douglas Gardens Community Mental Health Center of M iar Ii
Beach, Inc., a Florida not-for-profit corporation ("Douglas Gardens"), and the City ofMiam
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
Commissioners, individually, the Miami Beach City Manager, individually, and Shirley Taylo.'-
Prakelt, individually. ~
WITNESSETH:
WHEREAS, Douglas Gardens and the City entered into a Conciliation Agreement, dlte:l
, to settle a complaint filed on May 29, 1996, by Douglas Gardens wi th
the Department of Housing and Urban Development ("HUD"), styled Douglas Gardens
Community Mental Health Center of Miami Beach, Inc. v. City of Miami Beach, CD., et a!.,
HUD Case No 04-96-0292-8 (the "Dispute");
WHEREAS, Douglas Gardens and the City desire to make arrangements with the ESI;rc w
Agent for the retention and delivery of the General Release and Dismissal pertaining to the sLid
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
1/17/97
Page 1 of7
1. The recitals set forth above are true and correct and are hereby incorporated her ein
by this reference.
2. The Escrow Agent acknowledges the receipt of the General Release and Join'
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 Attachmlot
1 ("Conditions Precedent Notice"), the Escrow Agent shall forward the original General Re},:~a~e
and Dismissal to the City, and shall deliver to Douglas Gardens a written notice that said Geller 11
Release and Dismissal have been delivered to the City in the form attached hereto and made!
part hereof as Attachment 2 ("Notice of Delivery"). The City shall file the original Dismissal
with the United States Department of Housing and Urban Development within ten (10) busines,
days of the receipt of same.
4. In the event that the City does not deliver the Conditions Precedent Notice orl 0 .
before the expiration of One Hundred and Eighty (180) calendar days from the date hereof, tl1e
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 se t
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 signltl.: re
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 purporting 0
give any writing, notice, advice or instruction in connection with the provisions hereof has bE en
duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficimc r
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 tl e
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 RelEas ~
and Dismissal in accordance with the terms hereof, or upon the return of the General Release aI d
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 :tn(
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 hay:
full and complete authority and protection for any action taken or suffered by it thereunder ill
accordance with the advice of such counsel.
8. Douglas Gardens and the City, jointly and severally, hereby expressly agree to
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 it,
together with an reasonable attorneys costs, disbursements and fees incurred therewith (at all pe-
trial, trial and appellate levels), or any other expenses, fees, or charges of any character or mtu e,
in connection with the Escrow Agent's undertakings pursuant to the terms and conditions of th s
Escrow Agreement (to exclude such expenses, fees, or charges related to the Escrow Agent's
representation of the City as counsel for the City), unless such act or omission is a result oftlhe
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 eithl r
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 co;ts
including reasonable attorneys fees, costs and disbursements, at all pre-trial, trial and appella:e
levels, by the party to this Escrow Agreement determined to be at fault by a court of competen1
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 fine 1
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 succeSSI)r
escrow agent shall be an attorney who is a member in good standing of The Florida Bar, or (' ti Ie
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 and/ )r
Exhibit 1
Escrow Agreement
1/17/97
Page 3 of7
otherwise not appointed by Douglas Gardens and the City within a thirty (30) day period aftE'f tile
Escrow Agent's notification to the parties of its intent to resign as Escrow Agent hereunder, thl:
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 undersltocd
that the Escrow Agent shall be entitled, at all times, to be reimbursed for any and all court costE
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 th.~
preceding sentence shall be joint and several.
12. All notices and communications hereunder between, or among, the Escrow Ag;el 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 cie .
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 i 1
the manner set forth hereinabove.
13. All notices, consents, waivers, instructions or other communications which an:
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 3313 I
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
TelecopierNo.: 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 couns el
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 pm es
hereto hereby consent to the Escrow Agent acting as the escrow agent hereunder and as counse
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 author ze i
by the parties hereto to represent itself and/or the City with respect to any matter which arise:; 0 It
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, Dough.s
Gardens, and the City.
Exhibit I
Escrow Agreement
1/17/97
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 of law principles thereunder, and
venue for any proceeding arising out of this Escrow Agreement shall be in Dade County, Flcric a.
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 condit: or 5
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 l)f
which shall be an original but all of which shall together constitute one and the same agreemlmt
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement the day aId
year first above written.
Signed, sealed and delivered
in the presence of:
STEEL HECTOR & DAVIS LLP, as Escrow Ag ~nt
Print Name:
By:
Print Name:
Title:
Print Name:
WITNESSES:
DOUGLAS GARDENS COMMUNITYMENfPL
HEALTH CENTER OF MIAMI BEACH, INC.
~~~tNE~~14
Title: c:f~77l/(S ~e
/~#rif?~~~
Exhibit I
Escrow Agreement
1/17/97
Page 6 of7
MIA9510/I09518-1
I"''''''
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~ 14fjkL \:2:::::'7
ity Attorney Datl'!
Exhibit I
Escrow Agreement
1/17/97
Page 7 of7
Attachment 1 to Escrow Agreement
CONDITIONS PRECEDENT NOTICE
To: Steel Hector & Davis, LLP, as Escrow Agent
200 South Biscayne Boulevard
Suite 4000
Miami, Florida 33 13 1
Attn: Rebekah 1. Poston
Telecopier No.: 305/577-7001
The Escrow Agent is hereby notified pursuant to the Escrow Agreement, entered intI)
among Steel Hector & Davis, LLP, Douglas Gardens Community Mental Health Center of
Miami Beach, Inc. and the City ofMiarni Beach, dated as of the _ day of , 1997 (the
"Escrow Agreement"), that all conditions precedent to the delivery of the General Release and
Dismissal to the City ofMiarni Beach have either been satisfied or have been waived. The
Escrow Agent is hereby directed to deliver the General Release and Joint Stipulation of
Dismissal to the City ofMiarni Beach, subject to the requirements of the Escrow Agreement
Dated this _ day of
,1997.
THE CITY OF MIAMI BEACH
By:
Print Name:
Title:
APPROVED AS TO
FORM & LANGUAGf:
& FOR EXECUTION
1ft UfjL L:2-"~)
CI A. omey Dc:;ie
Attachment 2 to Escrow Agreement
NOTICE OF DELIVERY
TO: ECKERT SEAMANS CHERIN AND 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
c/o Stanley B. Price
Douglas Gardens Community Mental Health Center of Miami Beach, Inc. ("Douglas
Gardens") is hereby notified pursuant to the Escrow Agreement, entered into among Steel Hect )r
& Davis, LLP, Douglas Gardens, and the City of Miami Beach, dated as of the _ day of
, 1997 (the "Escrow Agreement") that the Escrow Agent has delivered the General
Release and the Joint Stipulation of Dismissal to the City of Miami Beach in the manner set fort: 1
in the Escrow Agreement, on the date set forth below.
Dated this _ day of
,1997.
STEEL HECTOR & DAVIS, LLP, as Escrow
Agent
By:
Print Name:
MIA951O/118574-1