HomeMy WebLinkAboutR-2011-135 - Authorized an Agreement with MUNB Loan Holdings, LLC for Demolition of Dania Beach Hotel RESOLUTION NO. 2011-135
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE AN AGREEMENT WITH MUNB LOAN HOLDINGS, LLC
("MUNB"), A DELAWARE CORPORATION, AUTHORIZED TO CONDUCT
BUSINESS IN FLORIDA,RELATING TO THE DEMOLITION OF THE DANIA
BEACH HOTEL AND TRANSFER OF TITLE TO THE PROPERTY LOCATED
AT 180 EAST DANIA BEACH BOULEVARD FROM THE CITY TO MUNB,
AND TO EXECUTE DEMOLITION CONTRACTOR AGREEMENTS WITH
BEST-TEC ASBESTOS ABATEMENT,INC.,AND THE BG GROUP,LLC FOR
THE DEMOLITION OF THE DANIA BEAC
H HOTEL WITHOUT
COMPETITIVE BIDDING AND WITHOUT ADVERTISEMENT FOR BIDS;
PROVIDING FOR CONFLICTS;FURTHER,PROVIDING FOR AN EFFECTIVE
DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA:
Section 1. That the proper City officials are authorized to execute an Agreement with
MUNB Loan Holdings,LLC("MUNB"),a Delaware corporation,authorized to conduct business in
Florida relating to the demolition of the Dania Beach Hotel and transfer of title to the property
located at 180 East Dania Beach Boulevard from the City to MUNB, and to execute demolition
Contractor Agreements for the demolition of the Dania Beach Hotel with Best-Tec Asbestos
Abatement,Inc., and The BG Group,LLC. Copies of the Agreements are attached as Exhibits"A"
and"B"; they are made a part of and incorporated into this Resolution by this reference.
Section 2. That the funding for the hotel demolition project will be charged to the
General Fund — General Services Contingency account in an amount not to exceed $200,000.00
which has an available budget appropriation of$600,000.00. The Agreement with MUNB provides
for reimbursement to the City for demolition costs.
Section 3. That the City Manager and City Attorney are authorized to make revisions to
such Agreements as are deemed necessary and proper and in the best interest of the City.
Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are
repealed to the extent of such conflict.
Section 5. That this Resolution shall be in force and take effect immediately upon passage
and adoption.
PASSED AND ADOPTED on November 8, 2011.
ATTEST:
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LOUISE STILSON, CMC PATRICIA A. FLURY
CITY CLERK MAYOR
APPROVED AS To FO AND CORRECTNESS: m�o�P�Is
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THOM S J. SBRO
CITY ATTORNEY
2 RESOLUTION#2011-135
AGREEMENT BETWEEN CITY OF DANIA BEACH AND MUNB
LOAN HOLDINGS REGARDING DANIA BEACH HOTEL PROPERTY
This Settlement Agreement regarding the property formally known as the Dania Beach
Hotel property (hereafter "Agreement") dated , 2011 is made and entered into by
and between the CITY OF DANIA BEACH, a Florida municipal corporation(hereafter "City")
with its address at 100 West Dania Beach Boulevard Dania Beach, Florida 33004 and
principal
MUNB LOAN HOLDINGS, LLC, a Delaware Limited Liability Company, (hereafter
"Lender") with its principal place of business at One Wall Street, New York, NY 10286 and its
local office at 1221 Brickell Avenue, Suite 1140, Miami, Florida.
WHEREAS, the City filed a Certified Code Enforcement Order recorded in Official
Records Book 45772, Page 440, Notice of Violation recorded in Official Records Book 39783,
Page 865, Final Order recorded in Official Records Book 39895, Page 1811, and a Notice of
Compliance recorded in Official Records Book 45044, Page 1444, (together with all interest,
"Code Lien"
fees costs and penalties accruing thereon is collectively referred to herein as the );
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and
WHEREAS, the City instituted a foreclosure action proceedings in Case No. CACE 09-
034479(08) for the Code Lien filed in the'17'h Judicial Circuit Court of Broward County, Florida
styled City of Dania Beach v. Dania Beach Hotel, LLP evidenced by the Lis Pendens recorded
July 7, 2009 in Official Records Book 46357, Page 1905, (collectively, the "Foreclosure
Action"); and
WHEREAS, City acquired title to the Property through the Code Lien Foreclosure Action
by a Certificate of Title in favor of City issued on February 1, 2011 for the Property located at
180 East Dania Beach Boulevard, Dania Beach,Florida, and is legally described as follows:
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All of Block 1 of DANIA BEACH SUBDIVISION, according to
the Plat thereof, as recorded in Plat Book 8 at Page 1 of the
Public Records of Broward County, Florida. Property ID #
5042 34 10 0010 (herein referred to as "Property"); and
WHEREAS, that the Lender alleges the Property is subject to a first mortgage lien held
by Lender as evidenced by that certain Mortgage, Assignment of Leases & Rents, Security
Agreement and Fixture Filings from Dania Beach Hotel, LLP dated February 20, 2008 in the
original principal sum of$2,275,000.00 and the terms and conditions thereof recorded on March
13, 2008 in Official Records Book 45181, at Pages 1865-1890, along with that Assignment of
Leases, Rents and Profits dated February 2, 2008 between the same parties and recorded March
13, 2008 in Official Records Book 45181, at Pages 1886-1890, and along with that certain State
of Florida Uniform Commercial Code Financing recorded March 13, 2008 in Official Records
Book 45181, at Pages 1891-1893, as assigned by Assignment of Mortgage from Mellon United
National Bank to MUNB Loan Holdings, LLC filed January 28, 2010 in Official Records Book
6103, at Page 2951, together with all documentation executed and delivered in connection
therewith and all interest, fees, costs, protective advances and penalties accruing thereon is
(collectively the"Loan Documents"); and
WHEREAS, Lender has made protective advance which is secured by the Loan
Documents for 2008 real estate taxes in the amount of$58,993.47 and 2009 real estate taxes in
the amount of$54,204.83, and Bank reserves its rights to make additional protective advances to
pay for 2010 and any future real estate taxes; and
WHEREAS, the City alleges the buildings on the subject property are unsafe structures as
defined in the Florida Building Code and must be demolished.
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NOW THEREFORE, Both parties hereto agree that good and valuable consideration has
been given and received by each party as consideration for entering into this Agreement, the
adequacy and sufficiency of which the parties hereby acknowledge, and further in consideration
of the mutual terms, conditions, promises and covenants hereinafter set forth, City and Lender
agree as follows:
1. Recitals. The above recitals are true and correct.
2. City's Fees. The Lender shall pay the City the amount of Fifteen Thousand
Dollars ($15,000), within thirty (30) days after the City Commission approves this Agreement as
partial reimbursement for the City's legal fees in the amount of Eight Thousand Four Hundred
Eighty Four Dollars ($8,484), costs in the amount of One Thousand Five Hundred Sixteen
Dollars ($1,516) and administrative expense of Five Thousand Dollars ($5,000) in the Code Lien
enforcement action and the Foreclosure Action.
3. Demolition and Remediation Contractors. Within ten (10) days after the City
Commission approves this Agreement, the Lender will advise the City of the name(s) of two (2)
acceptable licensed and insured demolition contractors and two (2) acceptable licensed and
insured remediation contractors, with one contractor being indicated as the preferred contractor
and one being indicated as a back-up contractor (collectively the "Proposed Contractors") and
forward to the Proposed Contractors the City's Contractor's contract form attached hereto and
made a part hereof as Exhibit "C" (the "City's Contractor's Agreement Form") for the for the
demolition of all structures located on the Property (the "Demolition") and for any required
asbestos remediation of the Property (the "Remediation") (the Demolition and the Remediation
are collectively referred to herein as the "Demolition and Remediation").
4. Contactors' and Consulting Agreements.
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a. The City agrees to use good faith efforts to negotiate the City's Contractor's
Agreement Form with each of the Proposed Contractor's (giving priority to the preferred
contractors and secondary priority to the back-up contractors). Any changes to the City's
Contractor's Agreement Form must be approved in writing by Lender prior to the City entering
into such agreements with any Proposed Contractor.
b. The executed contract for the Demolition shall herein be referred to as the
"Demolition Contract" and the executed contract for the Remediation shall be referred to herein
as the "Remediation Contract" The Demolition Contract and the Remediation Contract shall be
collectively referred to as the "Contractors' Agreements". The Proposed Contractor selected for
the Demolition shall be referred to herein as the "Demolition Contractor" and the Proposed
Contractor selected for the Remediation shall be referred to herein as the "Remediation
Contractor". The Demolition Contractor and the Remediation Contractor shall be collectively
referred to herein as the"Contractors".
c. The City acknowledges that Lender shall enter into a consulting agreement with a
third party consultant selected by Lender (the "Consultant") to independently confirm that the
Remediation has been accomplished in accordance with all applicable governmental and quasi-
governmental rules, laws and regulations (the "Consulting Agreement"). The City agrees to
cause the Contractors to comply with the findings and to satisfy the recommendations of the
Consultant.
d. In the event that, after good faith efforts, the City is unable to enter into the
Contractors' Agreements with the Proposed Contractors proposed by Lender, Lender shall have
the right to propose alternative contractors until such time as the City is able to enter into the
Contractors' Agreements (in form and with content acceptable to Lender, in its sole discretion).
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e. The City acknowledges and agrees that the Contractors' Agreements will each be a
Guaranteed Maximum Price (GMP) contract and that the total GMP of the Contractors'
Agreements and the Lender's Consulting Agreement shall not exceed Two Hundred Thousand
Dollars ($200,000.00) collectively (including, but not limited to, a contingency and the cost for
the payment and performance bond for the Contractors' Agreements). The City acknowledges
and agrees that Lender will require a contingency (in such amount as determined by Lender) and
a payment and performance bond be issued for the Contractors Agreement (in form and content
and from a surety satisfactory to Lender, in Lender's sole determination). The City agrees that
all time frames set forth in the Contractors' Agreement will be consistent with the time frames
set forth in this Agreement. Notwithstanding that the City shall be the party entering into the
Contractors' Agreement, the Lender agrees to be responsible for payment of the guaranteed
maximum price there under including the contingency and the cost for the payment and
performance bond. City acknowledges and agrees that all payments made by Lender pursuant to
this Agreement including, but not limited to, payments for the Contractors' Agreements, the
Consulting Agreement, maintenance of the Property and the City's insurance shall be considered
protective advances under the Loan Documents.
f. The Demolition Agreement shall provide that the Demolition Contractor will: (i)
assume all the City's rights and responsibilities regarding the existing temporary fence
agreement between the City and National Construction Rentals a/k/a National Fence, (ii)will pay
for the monthly expense of approximately $118.00 for the fence rental on the Property, (iii) will
be responsible for all expenses for fence replacement or fence damage and (iv) will indemnify
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and hold harmless the City against all claims by National Fence regarding the fencing on the
Property.
g. The City further agrees to:
i. immediately provide Lender with copies of all notices or documentation sent or
received under the Contractors' Agreements or with respect to the Property.
ii. hold any and all insurance proceeds received for the Property in escrow and
shall not disburse same without the prior written approval of Lender, which may be
withheld in its sole and absolute determination.
iii. not approve or authorize any settlement or action related to an insurance or
surety claim for the Property without the prior written approval of Lender, which may be
withheld in its sole and absolute determination.
iv. not exercise any of its rights or remedies under the Contractors' Contract or
the Consultant's Contract without the prior written approval of Lender, which may be
withheld in its sole and absolute determination.
v. not modify, cause the City to incur or become liable for additional obligations,
or release or waive any rights of the City under the Contractors' Contract or the
Consultant's Contract, without the prior written approval of the Lender, which may be
withheld in its sole and absolute determination.
vi. not release Contractors or the Consultant from any obligation or agree to an
assignment of Contractors', Consultant's or the City's rights or obligations under the
Contractors' Contract or the Consultant's Contract without the prior written approval of
Lender, which may be withheld in its sole and absolute determination.
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vii. not encumber the City's right, title or interest in or to Contractors' Contract
or the Consultant's Contract without the prior written approval of Lender, which may be
withheld in its sole and absolute determination.
5. Demolition and Remediation Pa Ments. The Lender agrees to pay the cost for the
Demolition and Remediation as a protective advance under the existing Mortgage and
Promissory Note pursuant to the payment schedule set forth on the Contractors' Agreement, as
and when same become due and payable thereunder. Notwithstanding the foregoing, Lender
payments to City for the Demolition and Remediation shall be due and payable by Lender within
thirty(30) days after the City provides Lender written notice that the payment is due and payable
under the Contractors' Agreements, together with the City's written acknowledgement that the
City has no offsets, claims or known defects in the work performed by the Contractor for which
such payment is requested. Lender shall have the right, but not the obligation to inspect the
' work and shall have the right to withhold payment in the event that same is
Contractors op Ym
defective or not in accordance with the terms of the Contractors' Agreements, in Lender's sole
and absolute opinion, whereupon such payment shall not be due and payable until thirty (30)
days after same has been corrected, in Lender's sole determination. Notwithstanding Lender's
right of inspection, the City shall be solely responsible to administer and enforce the Contractors'
Agreements to insure Contractor's timely and satisfactory completion and performance of same.
The City acknowledges and agrees that Lender shall not be a party (or a third party beneficiary)
to the Contractors' Agreements. Lender agrees to reimburse the City for additional charges due
to the Contractors pursuant to the terms of the Contractors' Agreement, if any, that are incurred
by the City as a direct result of Lender withholding payment due to Lender's determination that
the Contractors' work was defective or not in accordance with the terms of the Contractors'
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Agreements. Notwithstanding the foregoing, prior to Lender being required to reimburse the City
for such additional charges, Lender shall have the right, but not the obligation to require the City,
at Lender's expense and by Lender's choice of counsel, to pursue all rights and remedies under
the terms of the Contractors' Agreements in order to obtain a final, non-appealable court
determination of the City's obligation to pay such additional charges due to the Contractors.
6. Lender's Conditions and Security. As a condition of Lender's obligations
hereunder and as security for City's obligations hereunder, the City shall immediately upon
execution of this Agreement fully abate the Code Lien and shall simultaneously upon execution
of this Agreement deliver to Lender (all in form and content acceptable to Lender and sufficient
to release same of public record): (i) a recordable and unconditional and irrevocable satisfaction,
waiver and release in favor of Lender of the Code Lien to be held in escrow by Lender's counsel
together with instructions and authorization to Lender's counsel shall have the right, without
further consent being required, record same in the public record following Lender's final
payment for the Demolition and Remediation in the amount required by the Contractor's
Agreement either directly to the Contractor or in escrow with Itzler & Itzler PA and a (ii) an
unconditional and irrevocable Covenant Not to Sue waiving and releasing any and all rights of
the City to initiate a foreclosure action against Lender with respect to the Code Lien and to file,
if requested by Lender, a dismissal with prejudice in the Foreclosure Action barring forever any
re-foreclosure, (iii) a written acknowledgement that Property is subject to the Loan Documents,
that the Code Lien is subordinate to the lien of the Loan Documents and that the City waives any
and all claims and defenses against Lender under the Code Lien and (iv) written
acknowledgement that no further code violations or fines (or accruing interest) shall be imposed
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by the City against the Lender, the Property or the improvements thereon during the City's
period of ownership of the Property.
7. Intentionally Deleted.
8. Intentionally Deleted
9. Intentionally Deleted.
10. Intentionally Deleted.
11. Transfer to Lender. Within thirty (30) days following the completion of the
Demolition and Remediation, the City will transfer title to the Property to a designated special
purpose entity created by Lender for Ten dollars ($10.00), and Lender's designated special
purpose entity shall accept title by Special Warranty Deed, subject to the requirements of this
Agreement. As a condition to Lender's acceptance of title, Lender shall obtain an environmental
audit subsequent to the Demolition and Remediation, title insurance and an updated survey of the
Property in connection with such transfer. Lender shall have the right to object to any matters
disclosed in the updated survey which were not set forth in Lender's existing survey of the
Property dated 11/17/04, as updated on 2/20/08. The City agrees, at its sole cost and expense, to
(i) remediate any and all "Hazardous Waste" (as hereinafter defined) which is indicated in the
Phase I Environmental Audit completed subsequent to Demolition and Remediation to the extent
same arose or was created during the City's period of ownership, (ii) provide all documentation
and take all steps necessary or required in order to convey the Property in accordance with the
foregoing and as necessary or required to eliminate all Schedule B-1 requirements (so that the
only "Permitted Exceptions" to title are as set forth on Exhibit "A" attached hereto and made a
part hereof), the "Gap" title exception, the standard preprinted exceptions set forth in the title
insurance commitment and any new lien, survey or title matter, encumbrance and/or "Hazardous
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Waste" (as hereinafter defined) affecting the Property that arose or was created during the City's
period of ownership. The City's transfer of title to the property to Lender, or its designated
special purpose entity, shall be free and clear of all City liens and free and clear of all liens and
encumbrances acquired during the City's ownership of the property. The City further agrees, at
its expense, to immediately commence and thereafter diligently obtain (but in all events prior to
the transfer of title) proof satisfactory to the title company sufficient to allows its deletion as an
exception in the title commitment and final policy the matters shown on Exhibit "B" attached
hereto and made a part hereof. In the event that the City is unsuccessful, after diligent and
continuing best efforts, or at any time, at Lender's election, the City hereby consents and agrees
to Lender taking such action as may be necessary or desired, including but not limited to (i)
require the City, at City's expense, to immediately forward payment and obtain documentation
necessary to satisfy same of Public Record and/or (ii) at City's expense, bring a quiet title or
other action necessary to eliminate such lien interests of Public Record and City agrees to fully
cooperate and assist at no cost to Lender (including, if necessary, the execution of pleadings or
affidavits and attendance at court hearings) with respect to the Lender's efforts to eliminate same
of Public Record. The City hereby agrees to unconditionally to indemnify and to defend (by
counsel of Lender's choice) and to hold Lender harmless from and against any and all liability,
costs, claim, loss, action, demand, judgment, award, lien, penalties, damages or expense
(including but not limited to attorneys' fees and costs through trial and all appeals and whether a
suit is instituted or not), if any, imposed or incurred with respect to the title matters listed on
Exhibit "B". The City agrees that Itzler & Itzler PA shall act as the closing agent and the title
agent for the transfer. Lender shall be entitled to approve, in its sole and absolute determination,
all closing expenses (which shall be allocated between the parties in accordance with customary
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practice for Broward County, Florida) and closing documentation including, but not limited to,
the closing statement. The City will pay, at time of transfer, minimal state documentary stamp
tax on the deed of conveyance for the Property from the City to Lender and will use diligent and
continuing best efforts to obtain a written opinion from the Florida Department of Revenue
stating that, based on the specific facts involved, no additional documentary stamp tax are due or
payable on the deed of conveyance for the Property from the City to Lender. In addition, the City
hereby agrees to unconditionally to indemnify and to defend (by counsel of Lender's choice) and
to hold Lender harmless from and against any and all liability, costs, claim, loss, action, demand,
judgment, award, lien, penalties, damages or expense(including but not limited to attorneys' fees
and costs through trial and all appeals and whether a suit is instituted or not), if any, imposed or
incurred with respect to any documentary stamp tax due or payable on the deed of conveyance
for the Property from the City to Lender. In the event that the City has failed to obtain and
deliver to Lender the written opinion from the Florida Department of Revenue stating that, based
on the specific facts involved, no additional documentary stamp tax are due or payable on the
deed of conveyance for the Property from the City to Lender prior to the transfer of title of the
Property from the City to Lender, Lender shall have the right to require the City pay the amount
of Twenty Thousand Dollars ($20,000.00) to be paid to Ryan & Ryan LLC, who shall hold same
in a non-interest bearing escrow account pursuant to written escrow agreement to be entered into
between the parties at time of transfer of the Property, until the later of(i) such written opinion is
obtained and delivered to Lender or (ii) the date that all applicable statutes of limitation have
expired regarding the obligation for payment of documentary stamp tax related to the transfer of
Property from the City to Lender so that the Florida Department of Revenue would have no
further legal right or remedy to collect same. In the event the Florida Department of Revenue, at
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any time, determines that additional documentary stamp tax are due or payable on the deed of
conveyance for the Property from the City to Lender, the City agrees to pay the full amount of
documentary stamps due within thirty(30) days of request therefore, but in no event beyond the
date that liens, penalties or interest shall begin to accrue or, in the alternative, in the event that
such determination is received post-transfer of the Property, Ryan & Ryan, as escrow agent shall
be authorized and directed to pay same to the Florida Department of Revenue from the funds
held in escrow, with the deficiency if any, being immediately paid by the City. If after payment
of all documentary stamps due and payable, if any, there remain any funds in escrow, Ryan &
Ryan, as escrow agent, shall be authorized and directed to return same to the City. This section
shall survive the transfer of title of the Property from City to Lender.
12. Maintenance of Property. The City agrees to maintain the Property (including but
not limited to lot mowing and debris removal) at all times during City's period of ownership, at
its expense, in good condition and repair (subject to existing buildings on property), and during
the City's ownership of the property, shall be kept in compliance with all laws, permits,
approvals, codes, ordinances, rules and regulations of the City, Broward County and the State of
Florida. The Lender shall reimburse the City for all expenses the City incurred subsequent to the
date hereto for the perimeter fencing of the property in an amount not to exceed $125 per month,
which Lender shall pay at closing or at the time the City transfers title of the property to Lender.
At all time during City's ownership of the Property, City shall not permit any parties in
possession of the Property and will neither further encumber nor permit any liens or
encumbrances to be filed against the Property. At all time during City's ownership of the
property, City shall not permit any "Hazardous Waste" to be deposited in, on or around the
Property. As defined herein the term "Hazardous Waste" shall include but not be limited to;
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polychlorinated biphenyls (PCB's"); natural radon gas, asbestos, Chinese dry wall, petroleum or
wastes or material which would qualify as hazardous wastes under the Resource Conservation
Recovery Act, Federal Water Pollution Control Act, National Environmental Policy Act or under
any statute, law ordinance or code of the federal, state, county, city or other governmental or
quasi-governmental subdivision having jurisdiction of the Property or any rules, regulations or
directives thereof; or hazardous substances as defined in the Comprehensive Environmental
Response Compensation and Liability Act or rules, regulations or directive adopted thereunder.
Any damage occurring to the Property during City's period of ownership shall be timely repaired
and restored, at the City's sole cost and expense, to its preexisting condition. The Lender shall
obtain both pre and post Demolition and Remediation, at its expense, either a recertification of
the Lender's Phase I Audit to the 3rd Party Engineering Firm which performed such Phase I or, if
required, a new Phase I Audit of the Property from a 3rd party engineering firm in the event that
the recertification is insufficient for the sole and limited purpose of allowing the City to obtain
the permit and final completion certification for the Demolition and Remediation from all
appropriate governmental and quasi-governmental agency(ies) (evidencing satisfactory
completion of the Contractors' Agreements and removal of all Hazardous Waste of the
Property), provided that City acknowledges and agrees that Lender has no obligation for any
representation, recourse, warranty or liability to City in connection therewith. Lender shall have
the right to have such environmental audits, both pre and post Demolition and Remediation,
certified to Lender(in addition to the City), at Lender's option. . All other reports, environmental
audits or documentation necessary or required for the Demolition and Remediation, if any, shall
be at the City's sole cost and expense.
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13. Insurance. The Lender shall reimburse, on a prorated basis, the City's $745
annual insurance expense and City agrees, at its expense, to add (and maintain in full force and
effect until the City transfers title to the Property to Lender's designated special purpose entity)
the Property and Lender (i.e. MUNB Loan Holdings, LLC, as mortgagee) to the City's umbrella
property and liability insurance policy and to keep it insured at all times against claims for
personal injury, death or property damage occurring upon, in or about the Property and shall
deliver same to Lender within ten(10) days of the execution date of this Agreement. The Lender
shall reimburse the City for no more than$745 annual cost to insure the Property, which prorated
amount shall be paid at closing or at the time the City transfers title to the Lender. Prior to
execution of this Agreement, the City shall name Lender as an additional insured on the City's
not less than 30 days advanced notice of an
liabilityinsurance policy for the Property and y y
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termination or expiration thereo .and provide Lender written evidence of the foregoing.
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14. Forbearance. If Lender complies with the terms of this agreement, the City
hereby agrees to forebear and shall not file any suit or otherwise pursue any rights it may have
including but not limited to a new foreclosure action or a re-foreclosure action of the Code Lien
against Lender provided that there is no outstanding default by Lender of its obligations under
the terms of this Agreement. The City acknowledges and agrees that Lender shall not be deemed
in default of its obligations under this Agreement unless and until Lender has failed to cure a
default within thirty (30) days after written notice is received from the City specifying the nature
of the default (provided that if such default cannot be reasonably cured within thirty (30) days,
then Lender shall not be deemed in default hereunder provided Lender commences to cure within
such thirty (30) days and thereafter diligently proceeds to cure). The City shall have no right to
continue to pursue a foreclosure or re-foreclosure once any default by Lender is cured,
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whereupon the City agrees to immediately dismiss same (and any Lis Pendens filed in
connection therewith) of record. The Lender acknowledges and agrees that City shall not be
deemed in default of its obligations under this Agreement unless and until City has failed to cure
a default within thirty (30) days after written notice is received from the Lender specifying the
nature of the default (provided that is such default cannot be reasonably cured within thirty(30)
days, then City shall not be deemed in default hereunder provided City commences to cure
within such thirty(30) days and thereafter diligently proceeds to cure).
15. Attorney's Fees. Subject to the terms of Paragraph 2, the parties shall each be
responsible for their own attorney's fees and costs without any claim or demand by one party
against the other party.
16. Cooperation. Each party agrees, in the future, at no cost or expense to the other, to
execute any and all documents and exchange information timely as may be reasonably required
to effectuate this Agreement and the transfer of the Property. The party requesting such papers
must prepare the documents and the party executing same has the right to approve same, in their
sole,but reasonable determination.
17. Sovereign Immunity. Nothing herein is intended to serve as a waiver of sovereign
immunity by the City, nor shall anything included herein be construed as consent by the City to
be sued by third parties for any matter arising out of this Agreement.
18. Governing Law; Venue. This Agreement shall be interpreted and construed in
accordance with and governed by the laws of the State of Florida, without regard to conflict of
laws principles. The parties agree that jurisdiction of any controversy arising out of this
Agreement, and any action involving the enforcement or interpretation of any rights hereunder,
shall be in the State Courts of the 17"'Judicial Circuit in Broward County, Florida, and venue for
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litigation arising out of this Agreement shall be in a State Court located in Broward County,
Florida, forsaking any other jurisdiction which either party may claim by virtue of its residency
or other jurisdictional device.
19. Waiver of Trial by JM. By entering into this Agreement, the City and the Lender
expressly waive any right either party may have to a trial by jury of any civil litigation related to
this Agreement.
20. Prevailing Party. In the event any dispute is brought concerning this Agreement,
the prevailing party shall be entitled to recover from the non-prevailing party its attorney's fees
and costs (through trial and all appellate levels).
21. Notice. Whenever either party gives notice to the other, such notice must be in
writing, sent by certified United States mail, postage prepaid, return receipt requested, or by hand
delivery with a request for a written receipt of acknowledgment of delivery, addressed to the
party for whom it is intended at the place last specified. The place for giving notice shall remain
the same as set forth herein until changed in writing in the manner provided in this section. For
the present, the parties designate the following:
For City—
Timothy M. Ryan, Esq.
Ryan&Ryan LLC
700 East Dania Beach Blvd, Third Floor
Dania Beach, Florida 33004
With a copy to
Tom Ansbro, Esq.
City Attorney
City of Dania Beach
100 West Dania Beach Boulevard
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Dania Beach, Florida 33004.
For Lender—
Ellen Itzler, Esq.
Itzler&Itzler, PA
1421 Southeast 4 Avenue, Suite A
Fort Lauderdale, Florida 33316
With a copy to:
Gregory M. Santin
Vice President
Bank of New York Mellon
C/o MUNB Loan Holdings LLC
1221 Brickell Avenue, Suite 1140
Miami, Florida 33131
With a copy to:
Alvin A. Narin Esq
Managing Director and Managing Counsel
Bank of New York Mellon
One Wall Street, 11`h Floor
New York,New York 10286
Either party may change the place of notice upon giving notice thereof in accordance
with the foregoing provision. The attorneys for the City and Lender are authorized to send
notices and demands on behalf of their respective clients.
22. Severability. If any provision of this Agreement is held to be invalid or
unenforceable, all other provisions shall continue in full force and effect.
23. Waiver and Discharge. Subject to the terms of the Agreement, the parties waive
and discharge any claim or demand it may have against one another relating to the Property, its
agents, attorneys, successors and assigns.
17
24. Plain Meaning. This Agreement shall be interpreted in accordance with the plain
meaning of its terms and not for or against the drafter of this Agreement.
25. Advice of Counsel. In signing this Agreement, the parties expressly warrant that
they have read and fully understand it. The parties acknowledge that they have had a reasonable
opportunity to review this Agreement with legal counsel. The parties acknowledge that this
Agreement is voluntary and no one is making or forcing either party to enter into it.
26. Entire Agreement. This Agreement contains the entire agreement between the
parties and the terms of this agreement are contractual and not a mere recital. Headings and
similar structural elements set forth in this Agreement are intended for ease of reference only,
and are not intended, and will not be construed, to reflect the intention of the parties or to affect
the substance of this Agreement.
27. City Commission Approval. This Agreement is subject to approval by the City
Commission of the City of Dania Beach within thirty (30) days following the execution by
Lender. If the City Commission does not approve this Agreement within thirty (30) days
following the execution hereof, then it shall be deemed null and void.
28. Reservation of Rights. Except as expressly set forth herein, Lender hereby
expressly reserves each and every right and remedy which is may not have or hereafter be
entitled to have in connection with the Loan Documents and all defaults thereunder, at law, in
equity, or otherwise (such all-inclusive rights and remedies collectively referred to as "Rights").
This Agreement shall in no way be deemed or construed as a waiver or a consent to the
noncompliance with the terms of the Loan Documents by the "Borrower" and "Guarantors"
thereunder, nor shall it be deemed to extend or affect compliance by the Borrower and
Guarantors with the terms thereof or to in any manner affect or diminish the rights of the Lender
18
to fully exercise its Rights set forth in the Loan Documents to enforce and collect payment of the
entire indebtedness due under the Loan Documents. Except as expressly set forth in this
Agreement, all other terms and provisions of the Loan Documents remain in full force and effect.
Consequently, this Agreement expressly does not limit or preclude Lender in any way
whatsoever from pursuing judgment(s) on the Notes or Guaranties or deficiency judgment(s)
against the Borrower, Guarantors, or any other obligated party, expressly excluding the City, its
agents, employees and representatives with regard to any claim arising from the Loan
Documents (excepting only the Lender's right to a foreclosure action against the City's interest
in the property or bring any action or remedy against the City in connection with this
Agreement).
29. Independent Parties. City and Lender each stipulate and agree that the City and
Lender are independent and unrelated entities and this Agreement is neither intended nor does it
create and should not be interpreted to create a partnership, joint-venture partnership or
participant arrangement or render either of them liable for the debts or obligations of the other.
City further acknowledges and stipulates that Lender has not heretofore and this Agreement shall
not create the exercise of any degree of control over the day-to-day operations of the Property.
30. Time Periods. In the event the date for any action or notice hereunder shall be a
Saturday, Sunday or local or national holiday, the date shall be deemed extended to the next
business day thereafter occurring.
31. Counterparts. This Contract may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same Contract.
32. Authority and Capacity. Each party represents to the other that it has the full right,
power and authority to consummate this Agreement and, except as expressly indicated herein, no
19
further consent, joinder or authorization is required. The party and/or persons executing this
Agreement is duly authorized to execute this Agreement and bind its respective entity. The
execution and performance of this Agreement shall not violate, to the extent applicable, any
contract, agreement, understanding or instrument, operating agreement, charter, writ order,
judgment which either party may be bound.
33. Lender's Remedies. In addition to, and not in limitation of the rights granted
herein, in the event of City's default under this Agreement, Lender shall have: (i) the self-help
right (but not the obligation) to perform such obligation on behalf of the City (in which event
Lender shall be promptly reimbursed by the City for the reasonable cost thereof, together with
interest at the default interest rate from the date of outlay of expense until payment), (ii) may
seek specific performance or injunctive relief against the City; the City hereby acknowledging
the inadequacy of legal remedies and the irreparable harm which would be caused by any such
breach, and/or to relief by other available legal and equitable remedies from the consequences of
such breach; and/or (iii) may seek any and all other remedies available to it at law or in equity.
Any claim for reimbursement by or against the City (together with interest thereon at the highest
rate allowed by law) shall be secured by a lien against the Property, which lien shall be effective
upon the recording of a notice thereof in the office of the clerk or registry of Broward County,
Florida.
34. City's Remedies. In addition to, and not in limitation of the rights granted herein,
in the event of Lender's default under this Agreement, City shall have: (i) the self-help right (but
not the obligation) to perform such obligation on behalf of the Lender (in which event City shall
be promptly reimbursed by the Lender for the reasonable cost thereof, together with interest at
the default interest rate from the date of outlay of expense until payment), (ii) may seek specific
20
performance or injunctive relief against the Lender; the Lender hereby acknowledging the
inadequacy of legal remedies and the irreparable harm which would be caused by any such
breach, and/or to relief by other available legal and equitable remedies from the consequences of
such breach; and/or (iii) may seek any and all other remedies available to City at law or in
equity.
35. Lender's Termination Right. Lender shall have the right to terminate this Agreement
in the event of the occurrence of any of the following (subject to the City's right to cure such
i received from the Lender specifying the
default within thirty30 days after written notices ce
( ) Y
nature of the default and provided further that is such default cannot be reasonably cured within
thirty (30) days, then the City shall not be deemed in default hereunder provided the City
commences to cure within such thirty (30) days and thereafter diligently proceeds to cure): (i)
failure of the City to timely pay taxes, insurance premiums, assessments, charges for labor or
materials or other charges that can create liens on any portion of the Property; (ii) any
misapplication of: (a)proceeds of insurance covering any portion of the Property, (b)proceeds of
the sale or condemnation of any portion of the Property, or(c) any rentals, income, profits, issues
and products received by or on behalf of the City subsequent to the date of this Agreement which
is not promptly delivered to Lender; (iii) any failure to maintain, repair or restore the Property in
accordance with the terms of this Agreement; or (iv) any Hazardous Substances deposited on,
under or about the Property during the City's ownership of the Property; or (v) a breach or
default by the City of its obligations under this Agreement not cured within the applicable cure
period provided for herein.
36. City's Termination Right. City shall have the right to terminate this Agreement in
the event of the occurrence of any of the following (subject to the Lender right to cure such
21
default within thirty (30) days after written notice is received from the City specifying the nature
of the default and provided further that is such default cannot be reasonably cured within thirty
(30) days, then Lender shall not be deemed in default hereunder provided Lender commences to
cure within such thirty (30) days and thereafter diligently proceeds to cure): (i) failure of the
Lender to reimburse the City for the Contractors' Agreements (subject to Lender's right to object
to defective work or work not done in accordance with the Contractors' Agreements as provided
herein); (ii) any misapplication of. (a) proceeds of insurance covering any portion of the
Property, (b) proceeds of the sale or condemnation of any portion of the Property or (c) a breach
or default by the Lender of its obligations under this Agreement not cured within the applicable
cure period provided for herein.
37. Lender's Right to Assign. Lender shall have the right to assign this Agreement to
a purchaser of either the Loan Documents or the Property, whereupon Lender shall be
automatically released of all further obligation and liability to the City under this Agreement,
provided that such purchaser shall expressly assume all the obligation and liability under this
Agreement.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
22
IN WITNESS WHEREOF,the parties have made and executed this Agreement on the
respective date noted for each party.
WITNESSES: MUNB Loan Ho gs,
Witness: By:
r
Printed Name:��=� - t 4 i /V Title:President
Print Name:David Applebaum
r_- I
Witness:
1
Printed Name.��"
STATE OF )
COUNTY OF )
The forgoing instrument was acknowledged before me thin day of 046
rJ'y l J,
2011, by David Applebaum, the President of MUNB Loan Holdings, LLC, who provided
as identificati n who did not take an o ,,
r .
(� _
tary Public,State of C 1
My Commission Expires:
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my coft E*M UK at
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23
WITNESSES: CITY OF DANIA BEACH,a Florida
municipal corporation
Witness: By:
Patricia A.Flury,Mayor
Printed Name:
Witness:
Printed Name:
STATE OF FLORIDA )
COUNTY OF BROWARD )
The forgoing instrument was acknowledged before me this day of
, 2011, by Patricia A. Flury, Mayor of the CITY OF DANIA BEACH, who is
personally known to me and who did not take an oath.
Notary Public,State of Florida
My Commission Expires:
24
SCHEDULE OF EXHIBITS
Exhibit A-Permitted Title Exceptions
Exhibit B—Unacceptable Title Matters
Exhibit C—City's Contractor's Agreement Form
25
EXMIT A
PERMITTED EXCEPTIONS
1 The Loan Documents.
2. Easement recorded in Official Records Book 39541 Page 744, of the Public Records of
Broward County,Florida
3.Area shown as private drive and Hotel Park lying east and adiacent to Block 1 of Dania
Beach Subdivision, as recorded in Plat Book 8, page 1 of the Public Records of Broward
County,Florida(are part of Block 1)
26
EXHIBIT B
L Any lien provided by County Ordinance or by Chapter 159,Florida Statutes,in favor of
any city,town,village or port authority for unpaid service charges for service by any
water,sewer or gas system supplying the insured land.
2. The rights of tenants in possession under bona fide leases pursuant to the provisions of
the Protecting Tenants at Foreclosure Act, 12 U.S.C. 5220(2009). (NOTE: Applies to
one-to-four family residential properties only.)
3. Laundry lease between Dania Beach Hotel as Lessor and Macke Laundry Service
Limited Partnership,as Lessee,Lessee's interest having been acquired by Amerivend
Corporation,dated August 10, 1990 referred to in Entry No.409 on Exhibit A to the
Leasehold Mortgage and Security Agreement recorded in Official Records Book 18898,
Page 1.
4. Final Assessment Resolution attached as Exhibit A to the Collateral Assignment recorded
in Official Records Book 26118,Page 737.
5. Terms,covenants,conditions and other matters contained in any unrecorded Lease(s)or
hotel rental agreement and all rights thereunder of the Lessee(s)or hotel guest(s)and of
any person claiming by,through or under the Lessee(s)or hotel guest(s).
6. Ordinance No.2000-038 designating the insured property as a historic landmark recorded
in Official Records Book 47836,Page 112.
27
EXHIBIT C
CONTRACTOR'S AGREEMENT FORM
28
DEMOLITION CONTRACTOR AGREEMENT
THIS IS AN AGREEMENT between the City of Dania Beach, Florida, a Florida municipal
corporation ("City") located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004
and , a Florida corporation, located at ("Contractor")
In consideration of the mutual covenants, terms and conditions contained in this Agreement, and
other good and valuable consideration, the adequacy and receipt of which are acknowledged, the
parties agree as follows:
ARTICLE 1.0
DEMOLITION
1.1 The Contractor shall demolish all structures and remove all materials specified
below from the property located at 180 East Dania Beach Boulevard, Dania Beach, Florida (the
"Work"or the "Project").
1.2 Subject to the Contractor's performance of all of the Contractor's duties and
obligations stated in this Agreement, the City shall make payments to the Contractor as follows
and as the work progresses:
For the Abatement Contract: 20% Down payment
60%Upon completion of the Work
20% Upon delivery to City of the manifest signed off by the
Broward County confirming proper disposal of the asbestos.
For the Demolition Contract: 25% Down payment
75%Upon completion of the Work
All payments are subject to an independent inspection engineering firm providing approval
documentation to the City indicating the percentage scope of Work
completed and that such Work has been satisfactorily completed
and free from defect.
ARTICLE 2.0
TERMS
2.1 The Contractor shall apply for all permits and requirements needed at least ten
(10) working days prior to any work being done and before demolition from Broward County,
including its Pollution, Prevention, Remediation, and Air Quality Division (PPRAQD), and pay
applicable fees for demolition.
2.2 All City permits and approvals shall be obtained and work commenced within
fifteen (15) calendar days from the date of execution of this Agreement. All work listed shall be
completed within forty-five (45) calendar days from the date of execution of this Agreement but
no later than December 16, 2011.
There is a forty-eight (48) hour waiting period after obtaining permits for disconnection
of utilities.
2.3 The Contractor shall not assign or transfer any work either in whole or in part,
without prior written approval of the City. The Contractor shall provide a list of the identities of
all subcontractors on this project on the date of execution of the Agreement.
2.4 The Contractor will pay for all City permits and fees, including license fees,
permit fees, impact fees or inspection fees applicable to the Work. Pursuant to Section 218.80,
Florida Statutes, the cost for the City permits and fees are as follows: . The
Contractor is responsible for any penalty fees for improper work or fees related to inspections for
improper work.
ARTICLE 3.0
TERMINATION
3.1 The City reserves the right to terminate this Agreement at any time with or without
cause,with five(5)days' written notice.
ARTICLE 4.0
SCOPE OF WORK
4.1 Contractor shall provide all labor, materials, supplies, equipment, tools,
transportation, mobilization, traffic control, disposal, electrical, water, all asbestos abatement
procedures and site restoration procedures, that will be required to complete the demolition,
removal, and asbestos abatement as required in accordance with all the existing laws, ordinances,
rules, and regulations, of all governing agencies, including EPA, DEP, AHERA, OSHA,
PPRAQD and other federal, state and local agencies, in accordance with the specifications
mentioned in this Agreement and in accordance with all the specifications provided by a
professional, certified, asbestos abatement Contractor employed by the Contractor. Contractor
must retain the services of a well qualified Third Party who or which is certified by the State of
Florida, to provide testing, air monitoring services and close out certification, for the asbestos
abatement work if Contractor is not licensed in Florida to perform said tasks.
ARTICLE 5.0
ASBESTOS ABATEMENT
5.1 Either the Contractor shall be Florida licensed as an asbestos abatement
Contractor or it shall retain a subcontractor so licensed, for the proper handling, removal and
disposal of asbestos-containing materials (ACM's).
ARTICLE 6.0
AIR MONITORING AND CERTIFICATION
2
6.1 As provided above, a Florida licensed and certified, asbestos abatement Air
Monitoring Contractor, who or which is also certified to provide close out certification, must be
retained by the Contractor for the proper supervision and monitoring of the asbestos abatement
of Contractor's work and final certification, in accordance with applicable DEP, AHERA and
OSHA regulations. In addition, final close out documents must also be provided to the City (a
copy of the Federal Occupation Safety and Health Act (OSHA) form is attached as Exhibit "A",
and is incorporated into and is made a part of this Agreement by this reference).
ARTICLE 7.0
DEMOLITION
7.1 This shall include the deconstruction and demolition of all structures as necessary
to provide the complete removal of all structures, including foundations, fences and
asphalt/concrete parking from the job site which is specified as the Work to be performed. The
taking apart of the structures may be accomplished in any manner not dangerous to adjacent
property or other improvements on the same property. Any burning and blasting, or both, will
require special permission from the Broward Sheriff's Office, Department of Fire Rescue.
7.2 The removal of all drainfields and asphalt/concrete parking is required. All
vegetation not designated as protected by the City Arborist shall be removed, including dead
trees as identified by the City Arborist. Trees in good condition are to be preserved and
protected from the Work.
ARTICLE 8.0
ADJACENT PROPERTY DAMAGE
8.1 The Contractor shall be responsible to repair or restore any and all damage to any
adjacent properties, at no cost to the City.
ARTICLE 9.0
CLEANUP
9.1 The Contractor shall provide a cleanup, which shall include the complete removal
of the structures and materials from the site. Any holes resulting from removal of footings,
removal of trees or, in general from the Work, shall be filled with approved earth fill material
(approved by the City's Building Division) which shall be compacted to a density equal to
surrounding undisturbed ground. All utilities shall be adequately secured and evidence of this
shall be furnished to the City, by written notice from each utility for gas, electric power,
telephone, cable television, water and sewer to demonstrate that they have been correctly
disconnected or written proof shall be given to the City evidencing that a utility never had served
the site structures. Contractor is to obtain qualified plumbing, mechanical and electrical
contractor services, where any disconnection or removal of service is required. Septic tanks,
grease traps and any other voids shall be pumped dry and filled full of sand. The ground surface
shall be raked clean of all trash, litter, debris, ruts, and any other unsightliness. All equipment,
material and debris shall be removed by the Contractor from the job site, whether or not such
items are a result of the demolition, and disposed of at an authorized disposal site.
3
ARTICLE 10.0
ADDITIONAL ITEMS
10.1 Contractor is to haul away and legally dispose of all equipment, material and
debris from the property, whether or not such items are a result of the demolition.
10.2 Contractor is to wet down the structure as the job progresses as necessary to
prohibit unnecessary dusting of the neighborhood and adjacent buildings.
10.3 Contractor is to obtain (if applicable) approval of Broward County Health
Department for vermin eradication procedures prior to demolition per County Ordinance No.
77-58.
10.4 Plan preparation and submission is the responsibility of the Contractor.
10.5 The Contractor shall be responsible for all demolition permit requirements,
including pest control inspection report, FPL disconnect letter, gas disconnect letter, water meter
removal letter, sewer cap permit and approval, and a letter from a mechanical contractor showing
removal of all freon from air conditioning units.
10.6 Contractor shall either sod or seed the job site upon completion of project
demolition and site clean up.
ARTICLE 11.0
TEMPORARY FENCE SPECIFICATIONS
11.1 Contractor will assume all the City's rights and responsibilities regarding
the existing temporary fence agreement between City and National Construction Rentals a/k/a
National Fence. Contractor will pay National Fence the monthly expense of approximately $118
for fence rental on the project site. Contractor will be responsible for all expenses for fence
replacement or fence damage.
11.2 Contractor will indemnify and hold harmless the City against all.claims by
National Fence regarding the fencing on the project site.
11.3 Contractor is to supply temporary fencing including set-up and tear down for the
entire area during and after demolition.
11.4 Materials: Minimum specifications shall be as follows:
Fabric: 11 1/2 gauge Rental Style Chainlink 72"high x approximately 3700 LF
Line Posts: 1 5/8" o.d.
End Posts: 2 1/2" o.d.
4
11.5 Installation: Posts shall be set twelve (12) feet on center. Postholes shall be
patched immediately upon removal. No work is permitted between the hours of sunset and 7:00
A.M.
ARTICLE 12.0
QUALIFICATIONS
12.1 The following licenses (provide either A or B below, and C) and an active
Certificate of Competency from the State of Florida or Broward County including Qualifier
Signature are required to be submitted to the City by the Contractor:
A. Class D Demolition (non-explosive) issued by Broward County Central
Examining Board.
OR
B. General Contractor — Issued by Florida Department of Professional
Regulation.
AND
C. An active and current Asbestos Abatement Contractor's License
ANY CONTRACTOR DOING DEMOLITION WORK FOR THE CITY MUST
REGISTER WITH THE BUILDING DEPARTMENT IN CITY HALL AND MUST
PROVIDE AND OBTAIN THE FOLLOWING PRIOR TO PROCEEDING:
1. An active and current Certificate of Competency from the State of Florida or
Broward County.
2. Certificates of Insurance listing the City of Dania Beach, Florida as a Certificate
Holder and naming the City as an additional insured, meeting all requirements specified
below.
3. An Active Business Tax Receipt from a governmental entity located within the
State of Florida.
4. Obtain demolition and subordinate permits issued by City Building Division and
Broward County.
5. Comply with all requirements from the Pollution, Prevention, Remediation, and
Air Quality Division of Broward County, and pay all fees in accordance with Broward
County Codes.
ARTICLE 13.0
GENERAL CONDITIONS
5
13.1 The Contractor shall fully comply with all federal, state and City laws and
regulations concerning labor, work hours, labor conditions and wage rates. The Contractor must
fully adhere to the Federal Occupation Safety and Health Act(OSHA).
13.2 In performance of work specified in this Agreement, the Contractor shall take all
precautions necessary and shall be solely responsible for the safety of Work and shall take such
steps as may be necessary to protect persons and property from damage and injury. The
Contractor(s) shall provide and maintain approved Fire Rescue Department emergency vehicle
access to the property and demolition site(s) at all times (pre-demolition, during and post
demolition). Any barriers/fences to be installed to secure the property must be approved by the
Broward Sheriff's Office, Department of Fire Rescue prior to any installation to ensure approved
entry points for emergency vehicle access. The demolition site plan must indicate the approved
Fire Rescue Department emergency vehicle access and entry arrangement.
13.3 The Contractor and its employees shall maintain a neat and professional
appearance at all times while working at the site.
13.4 Any damages to any facilities or to the personal or real property of any person
caused by the actions or inactions of the Contractor shall be repaired or replaced at the expense
of the Contractor to the satisfaction of the City. Failure to restore, repair or replace the property
within five (5) working days following written notification will result in a deduction from the
next invoice of the City expenses incurred due to the use of appropriate labor, material and
equipment use or rental to restore, repair or replace the property.
13.5 It shall be the responsibility of the Contractor to determine the exact location of
all utilities and service connections. Contractor shall make its own investigations, including
exploratory excavations, to determine the locations and type of existing utilities including service
connections, prior to commencing Work which could result in damage to such utilities.
13.6 The responsibility for the determination of accurate measurements, the extent of
Work to be performed and the conditions surrounding the Work performance shall be the
Contractor's responsibility.
13.7 After all site demolition has been completed and prior to final grading and surface
restoration, all areas within the limits of demolition shall be scoured with dozer mounted ripping
teeth. Teeth shall penetrate a depth of two (2) feet and result in the removal of any pipes,
conduits, concrete and all other types of demolition debris. The site must be kept very clean
after demolition and disposal,to the satisfaction of City inspectors.
13.8 The Contractor agrees and warrants that the Work including equipment and
materials provided shall conform to the highest professional standards of care and practice in
effect at the time the Work is performed, be of the highest quality, and be free from all faults,
defects or errors. If the Contractor is notified in writing of a default, deficiency or error in the
Work provided, within one (1) year from completion of the Work, the Contractor shall, at the
City's option, either re-perform such portions of the Work to correct such default, defect or error
at no additional cost to the City, or refund to the City the costs paid by the City, which is
6
attributable to such portions of the faulty, defective or erroneous Work, including the costs for
re-performance of the Work provided by any other Contractors.
ALL EQUIPMENT AND MATERIALS PROVIDED BY THE CONTRACTOR SHALL
BE MERCHANTABLE AND BE FIT FOR THE PURPOSE INTENDED.
THE CONTRACTOR SHALL BE LIABLE FOR SECONDARY, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE RESULTING FROM ANY WORK
PERFORMED UNDER THIS AGREEMENT.
13.9 Final and complete payment will be made on the basis of completion and
acceptance by the City of the Work required under the Agreement and receipt of satisfactory
evidence that all payrolls and bills for materials have been paid in full. The Certification of
Payment and Final Release of Claim form is attached as Exhibit `B". Such payment is to be
made within thirty (30) days after completion and acceptance of the Work, and submission of
such evidence. The existence of any unpaid bills or charges for labor, materials or other supplies
used directly by the Contractor or any subcontractor under the Contract, shall constitute cause for
the City to withhold final payment until such bills or charges are paid.
ARTICLE 14.0
PERFORMANCE/PAYMENT BOND
14.1 Contractor must submit proof of bond ability. Contractor shall furnish to the City
a performance/payment bond equal to the total estimated cost of demolition. A copy of the
approved form of bond is attached and marked as Exhibit "C". The Contractor will be held
responsible for renewal of the bond for each successive year, if any, of this Agreement. The
bond must be executed by a surety company of recognized standing, authorized to do business in
the State of Florida and having a resident agent. The bond shall be signed by a Florida Licensed
Resident Agent who holds a current Power of Attorney from the surety company issuing the
bond. The surety company shall have a minimum Best's policy holder rating of "A" and
required financial rating of VIII from Best's Key rating guide.
ARTICLE 15.0
INDEMNIFICATION OF CITY
15.1 Contractor agrees to indemnify and hold harmless the City for all costs, losses and
expenses including, but not limited to, damages to persons or property including, but not limited
to, judgments and attorneys' fees arising out of the negligent acts, errors or omissions or the
willful misconduct of the Contractor, its agents, servants or employees in the performance of
services under this Agreement. If called upon by the City, the Contractor shall assume and
defend not only itself, but also the City, in connection with any suit or cause of action arising out
of the foregoing, and such defense shall be at no cost or expense whatsoever to the City. This
indemnification does not extend to acts of third parties who or which are wholly unrelated to
Contractor. The covenants and representations relating to this indemnification provision shall
survive the term of this Agreement and continue in full force and effect as to Contractor's
responsibility to indemnify the City.
7
15.1.1 It is specifically understood and agreed that the consideration inuring to
the Contractor for the execution of this Agreement consists of the promises, payments,
covenants,rights and responsibilities contained in this Agreement.
15.1.2 The execution of this Agreement by the Contractor shall obligate the
Contractor to comply with the foregoing indemnification provision; however, the collateral
obligation of providing insurance must be also complied with as set forth below.
ARTICLE 16.0
INSURANCE REQUIREMENTS
16.1 Contractor shall maintain at its sole expense, during the term of this Agreement
the following insurances:
A. Prior to the commencement of work governed by this Contract, the Contractor
shall obtain General Liability Insurance. Coverage shall be maintained throughout the
life of the Contract and include, as a minimum:
a. Premises Operations
b. Products and Completed Operations
C. Blanket Contractual Liability
d. Personal Injury Liability
e. Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$2,000,000.00 Combined Single Limit(CSL)with a Per Job Aggregate.
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made Policy, its
provisions should include coverage for claims filed on or after the effective date of this
Agreement. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of Work by the City.
The City of Dania Beach, Florida shall be named as an additional insured on all policies issued to
satisfy the above requirements.
B. Automobile Liability Insurance naming the City as an additional insured with
not less than the following limits:
$1,000,000.00 with Combined Single Limit(CSL)
Coverage shall include contractual liability assumed under this Agreement, owned, hired and
non-owned vehicles.
C. Workers' Compensation Insurance Workers' Compensation insurance shall be
maintained by Contractor during the life of this Agreement to comply with statutory limits for all
employees, and in the case any work is sublet, as otherwise addressed in this Agreement, the
Contractor shall require any subcontractors similarly to provide Workers' Compensation
8
Insurance for all of the latter's employees unless such employees are covered by the protection
afforded by the Contractor.
The Contractor and its subcontractors shall maintain during the life of this policy
statutory limits Part A, and one (1) million dollars ($1,000,000.00) employers' liability limits
Part B. Contractor and all subcontractors must furnish certificates of insurance evidencing this
coverage prior to commencement of the Work.
D. Recognizing that the work governed by this Agreement involves the removal,
transporting and disposal of asbestos material, the Contractor shall purchase and maintain
Asbestos Abatement Liability Insurance with limits no less than those specified for the
General Liability Insurance. The policy will contain a "Retroactive Date" of no later than the
commencement of Work and will have an extended reporting period of four (4) years. There
MUST be written confirmation submitted to the City before Work begins that the Asbestos
Disposal Site is properly licensed and insured.
E. Pollution Liability Insurance shall consist of$2,000,000.00 with a per job/per site
aggregate.
Please Note: The Certificates shall contain a provision that coverage afforded under each policy
will not be cancelled until at least thirty (30) days' prior written notice has been given to the
City. In the event the Certificates of Insurance provided indicate that the insurance shall
terminate and lapse during the period of this Agreement, the Contractor shall furnish, at least
thirty (30) days prior to the expiration of the date of such insurance, renewed Certificates of
Insurance as proof that equal and like coverages for the balance of the period of the Agreement
or extension under it are in effect.
THE CONTRACTOR SHALL NOT COMMENCE WORK UNDER THE CONTRACT
UNTIL CONTRACTOR HAS OBTAINED ALL INSURANCE REQUIRED BY THE
CITY, AS SPECIFIED ABOVE, AND WHEN ALL INSURANCES AND ALL
COVERAGES HAVE BEEN APPROVED BY THE RISK MANAGER OF THE CITY.
IN ADDITION, CONTRACTOR SHALL BE RESPONSIBLE FOR ANY POLICY
DEDUCTIBLES AND SELF-INSURED RETENTIONS.
The City reserves the right to require additional insurance in order to meet the full value of
the Agreement.
ARTICLE 17.0
NOTICES
17.1 Except as provided above, whenever either party desires to give notice to the
other, it must be given by written notice, sent by certified U.S. mail, with return receipt
requested, addressed to the party for whom it is intended, at the place last specified and the place
for giving of notice in compliance with the provisions of this paragraph. For the present, the
parties designate the following as the respective persons and places for giving of notice:
9
City: Robert Baldwin, City Manager
City of Dania Beach
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
With a copy to: Thomas J. Ansbro, City Attorney
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Contractor:
ARTICLE 18.0
CONSENT TO JURISDICTION
18.1 The parties agree that the jurisdiction for any legal action arising out of or
pertaining to this Agreement shall be the Circuit Court for the Seventeenth Judicial Circuit in and
for Broward County, Florida. Each party further agrees that venue of any action to enforce this
Agreement shall be in Broward County, Florida. The parties expressly waive all rights to trial by
jury for any disputes arising from or in any way connected with this Agreement. The parties
understand and agree that this waiver is a material contract term.
ARTICLE 19.0
RIGHTS AND REMEDIES
19.1 Duties and obligations imposed by this Agreement and rights and remedies
available under it shall be in addition to and not a limitation of duties, obligations, rights and
remedies otherwise imposed or available by law.
19.1.1 No action or failure to act by the City or Contractor shall constitute a waiver of a
_ right or duty afforded them under this Agreement, nor shall such action or failure to act
constitute approval of or acquiescence in a breach under it, except as may be specifically agreed
in writing.
ARTICLE 20.0
GOVERNING LAW
20.1 The parties agree that this Agreement shall be construed in accordance with and
governed by the laws of the State of Florida.
ARTICLE 21.0
ATTORNEYS' FEES AND COSTS
10
21.1 If City or Contractor incurs any expense in enforcing the terms of this Agreement,
whether suit is brought or not, the prevailing party shall be entitled to collect from the non-
prevailing party its attorney fees, costs, and expenses including, but not limited to, court costs
and reasonable attorneys' fees.
ARTICLE 22.0
HEADINGS
22.1 Headings in this document are for convenience of reference only and are not to be
considered in any interpretation of this Agreement.
ARTICLE 23.0
EXHIBITS
23.1 Each exhibit referred to in this Agreement forms an essential part of this
Agreement. Each such exhibit is a part of this Agreement and each is incorporated in this
Agreement by this reference.
ARTICLE 24.0
SEVERABILITY
24.1 If any provision of this Agreement or the application of it to any person or
situation shall to any extent be held invalid or unenforceable, the remainder of this Agreement,
and the application of such provisions to persons or situations other than those as to which it
shall have been held invalid or unenforceable, shall not be affected, shall continue in full force
and effect, and shall be enforced to the fullest extent permitted by law.
ARTICLE 25.0
ALL PRIOR AGREEMENTS SUPERSEDED
25.1 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements and understandings applicable to the matters contained in this
Agreement and the parties agree that there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this document.
Accordingly, it is agreed that no deviation from the terms of this Agreement shall be predicated
upon any prior representations or agreements, whether oral or written.
ARTICLE 26.0
BINDING AUTHORITY
26.1 Each person signing this Agreement on behalf of either party individually
warrants that he or she has full legal power to execute this Agreement on behalf of the party for
whom he or she is signing, and is authorized to bind and obligate such party with respect to all
provisions contained in this Agreement.
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ARTICLE 27.0
EXTENT OF AGREEMENT
27.1 Extent of Agreement. This Agreement represents the entire and integrated
ln' g p g
agreement between the City and the Contractor and supersedes all prior negotiations,
representations or agreements, either written or oral.
28. Contractor and its employees and agents shall be and remain independent
Contractors and not employees of City with respect to all of the acts and services performed by
and under the terms of this Agreement. This Agreement shall not in any way be construed to
create a partnership, association or any other kind of joint undertaking, enterprise or venture
between the parties to this Agreement. All agents, employees and subcontractors of the
Contractor retained to perform services pursuant to this Agreement shall comply with all laws of
the United States concerning work eligibility.
29. The Contractor understands and agrees that the City, during any fiscal year, is not
authorized to expend money, incur any liability, or enter into any agreement which, by its terms,
involves the expenditure of money in excess of the amounts budgeted as available for
expenditure during such fiscal year and that any contract, verbal or written, made in violation of
this subsection is null and void and that consequently, no money may be paid on such contract
beyond such limits. Nothing contained in this Agreement shall prevent the making of agreement
for periods exceeding one (1) year, but any agreement so made shall be executory only for the
value of the services to be rendered or agreed to be paid for in succeeding fiscal years.
Contractor shall not proceed with services under this Agreement without City's written
verification that the funds necessary for Contractor compensation and other necessary
expenditures are budgeted as available within the appropriate fiscal year budget.
30. Contractor warrants and represents that no elected official, officer, agent or
employee of the City has a financial interest, directly or indirectly, in this Agreement or the
compensation to be paid under it and, further, that no City employee who acts in the City as a
"purchasing agent" as defined in Chapter 112, Florida Statutes, nor any elected or appointed
officer of the City, nor any spouse or child of such purchasing agent, employee or elected or
appointed officer, is a partner, officer, director or proprietor of the Contractor and, further, that
no such City employee, purchasing agent, City elected or appointed officer, or the spouse or
child of any of them, alone or in combination, has a material interest in the Contractor. Material
interest means direct or indirect ownership of more than five percent (5%) of the total assets or
capital stock of the Contractor.
31. Contractor shall comply with all federal, state and City laws applicable to the
Contractor services and specifically those covering Equal Opportunity Employment, the
Americans With Disabilities Act ("ADA") and the Florida Building Code and demonstrate its
eligibility to perform services as specified in the Florida Public Entity Crime law. A copy of the
Public Entity Crime form is attached as Exhibit "D", and the form must be executed by
Contractor. The Contractor is expected to fully comply with all provisions of all laws and the
City reserves the right to verify the Contractor's compliance with them. Failure to comply with
any law will be grounds for termination of the Agreement for cause.
12
32. The following are a list of the attached Exhibits:
1. Federal Occupation Safety and Health Act(OSHA) form;
2. Certification of Payment and Final Release of Claim;
3. Performance/Payment Bond form; and
4. Public Entity Crime Statement form.
33. In the event of any conflict between any provisions of this Agreement and any
provision in any attached Exhibit, the parties agree that the provisions of this Agreement are
controlling (including, but not limited to, all terms and provisions governing compensation).
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the
day and year first above written.
CITY:
ATTEST: CITY OF DANIA BEACH,FLORIDA
a Florida Municipal Corporation
LOUISE STILSON, CMC PATRICIA FLURY
CITY CLERK MAYOR
ROBERT BALDWIN
CITY MANAGER
APPROVED FOR FORM AND CORRECTNESS:
THOMAS J. ANSBRO
CITY ATTORNEY
13
CONTRACTOR:
a Florida corporation
WITNESSES:
Signature Signature
PRINT Name PRINT Name
Signature Title
PRINT Name
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me on 2011, by
, as of a Florida
corporation, on behalf of the corporation. He/she is personally known to me or produced
as identification and did(did not)take an oath.
NOTARY PUBLIC
My Commission Expires: State of Florida
14
EXHIBIT"A"
CITY OF DANIA BEACH,FLORIDA
ACKNOWLEDGMENT OF CONFORMANCE
WITH O.S.H.A. STANDARDS
City Project: Demolition of Dania Beach Hotel
To the Cityof Dania Beach Florida:
,
, acknowledges and agrees that as a Contractor for
the City of Dania Beach, Florida, which will be working within the limits of the City of Dania
Beach, Florida, that it has the sole responsibility for compliance with all requirements of the
Federal Occupational Safety and Health Act. of 1970 ("O.S.H.A."), and all State and local safety
and health laws and regulations, and the Contractor agrees to defend, indemnify and hold
harmless the City of Dania Beach, Florida, its officials, employees and agents against any and all
legal liability or loss the City of Dania Beach, Florida, may incur due to the Contractor's failure
to comply with such acts, laws and regulations.
Contractor Signature
Witness Name (Print)
Witness Title
, 2011
Date
15
EXHIBIT "B"
CERTIFICATION OF PAYMENT AND FINAL RELEASE OF CLAIM
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned as of
for and in consideration of the payment of the sum of
$ , receipt of which is acknowledged, releases and relinquishes any and all right to
any claim or claim rights for work done, material(s) furnished, labor performed and for any
incidental expense against the following described project:
Demolition of Buildings and site cleanup at 180 East Dania Beach Boulevard, Dania Beach,
Florida.
I also certify that all persons, firms or corporations doing work upon, furnishing materials,
supplies and labor for the improvements at the project described above have been paid in full and
that there are no unpaid claimants in connection with the project.
I further certify that all taxes imposed by Chapter 212, Florida Statutes (Sales and Use Tax Act),
as amended, have been paid and discharged.
The undersigned further acknowledges that the undersigned may not impose a lien or liens on
City-owned property; to the extent the undersigned may have such lien rights, the undersigned
waives, releases, remises and relinquishes such lien rights.
IN WITNESS OF THE FOREGOING, I, have set
my hand and seal on , 2011.
WITNESSES: CONTRACTOR:
Signature Signature
PRINT Name PRINT Name/Title
Signature
PRINT Name
16
STATE OF FLORIDA )
COUNTY OF )
Sworn to and subscribed before me on , 2011, by
who(check one) [ ] is personally known to me or[ ] has produced
as identification.
Notary Public
Print or Type Name
of Notary Public
My commission expires:
17
EXHIBIT"C"
PAYMENT AND PERFORMANCE BOND
Any singular reference to Contractor, Surety, Owner or any other party shall be considered plural
where applicable.
CONTRACTOR(name and address): SURETY (name and principal place of
business):
OWNER:
City of Dania Beach, Florida
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
CONTRACT Date:
Amount:
Date:
Amount:
Description(name and location):
18
BOND
Date (not earlier than
Construction Contract
Date):
Amount:
Modifications to this Bond: None See Page(s)
CONTRACTOR AS PRINCIPAL SURETY
(Corporate Seal) (Corporate Seal)
Signature Signature
Name Name
Title Title
(Any additional signatures please include at the end of page 5)
FLORIDA RESIDENT AGENT
Address
Telephone:
Facsimile:
1. DEFINITIONS
(A) Balance of the Contract Price: The total amount payable by the Owner to the
Contractor under the Contract after all proper adjustments have been made
including allowance to the Contractor of any amounts received or to be received
by the Owner in settlement of insurance or other claims for damages to which the
Contractor is entitled, reduced by all valid and proper payments made to or on
behalf of the Contractor under the Contract.
(B) Contract: The demolition contract or agreement between the Owner and the
Contractor, including all Contract Documents and changes to them.
19
(C) Contractor Default: Failure of the Contractor, which failure has neither been
remedied nor waived, to perform or otherwise to comply with the terms of the
Contract.
(D) Owner Default: Failure of the Owner, which failure has neither been remedied
nor waived, to pay the Contractor as required by the Contract or to perform and
complete or comply with the other terms of it.
2. The Contractor and the Surety, jointly and severally bind themselves, their heirs,
executors, administrators, successors and assigns to the Owner for the performance of the
Contract, which is incorporated into this document by this reference.
3. If the Contractor performs the Contract, the Surety and the Contractor shall have no
obligation under this Bond, except to participate in conferences.
4. If there is no Owner Default, the Surety's obligation under this Bond shall arise after:
(A) The Owner has notified the Contractor and the Surety at its address described in
paragraph 10 below that the Owner is considering declaring a Contractor Default
and has requested and attempted to arrange a conference with the Contractor and
the Surety to be held not later than fifteen (15) days after receipt of such notice to
discuss methods of performing the Contract. If the Owner, the Contractor and the
Surety agree, the Contractor shall be allowed a reasonable time to perform the
Contract, but such an agreement shall not waive the Owner's right, if any, to
subsequently declare a Contractor Default; and
(B) The Owner has declared a Contractor Default and formally terminated the
Contractor's right to complete the Contract. Such Contractor Default shall not be
declared earlier than twenty (20) days after the Contractor and the Surety have
received; and
(C) The Owner has agreed to pay the Balance of the Contract Price to the Surety in
accordance with the terms of the Contract or to a Contractor selected to perform
the Contract in accordance with the terms of the Contract with the Owner.
5. When the Owner has satisfied the conditions of paragraph 3, the Surety shall promptly
and at the Surety's expense take one of the following actions:
(A) Arrange for the Contractor, with consent of the Owner, to perform and complete
the Contract; or
(B) Undertake to perform and complete the Contract itself, through its agents or
through independent contractors; or
(C) Obtain bids or negotiated proposals from qualified Contractors acceptable to the
Owner for a Contract for performance and completion of the Contract, arrange for
20
a Contract to be prepared for execution by the Owner and the Contractor selected
with the Owner's concurrence, to be secured with performance and payment
bonds executed by a qualified Surety equivalent to the bonds issued on the
Contract, and pay to the Owner the amount of damages as described in paragraph
6 in excess of the Balance of the Contract Price incurred by the Owner resulting
from the Contractor's default; or
(D) Waive its right to perform and complete, arrange for completion, or obtain a new
Contractor acceptable to the Owner and with reasonable promptness under the
circumstances:
1. After investigation, determine the amount for which it may be liable to the
Owner and, as soon as practicable after the amount is determined, tender
payment therefor to the Owner; or
2. Deny liability in whole or in part and notify the Owner citing reasons
therefor.
6. If the Surety does not proceed as provided in paragraph 4 with reasonable promptness,
the Surety shall be deemed to be in default on this Bond fifteen (15) days after receipt of
an additional written notice from the Owner to the Surety demanding that the Surety
perform its obligations under this Bond, and the Owner shall be entitled to enforce any
remedy available to the Owner. If the Surety proceeds, on in part, without further notice,
the Owner shall be entitled to enforce any remedy available to the Owner.
7. After the Owner has terminated the Contractor's right to complete the Contract, and if the
Surety elects to act, then the responsibilities of the Surety to the Owner shall not be
greater than those of the Contractor under the Contract, and the responsibilities of the
Owner to the Surety shall not be greater than those of the Owner under the Contract. To
the limit of the amount of this Bond, but subject to commitment by the Owner of the
Balance of the Contract Price to mitigation of costs and damages on the Contract, the
Surety is obligated without duplication for:
(A) The responsibilities of the Contractor for correction of defective work and
completion of the Contract;
(B) Additional legal, professional and delay costs resulting from the
Contractor's Default, and resulting from the actions or failure to act of the Surety
under paragraph 4; and
(C) Liquidated damages, or if no liquidated damages are specified in the
Contract, actual damages caused by delayed performance or non-performance of
the Contractor.
8. The Surety shall not be liable to the Owner or others for obligations of the Contractor that
are unrelated to the Contract, and the Balance of the Contract Price shall not be reduced
21
or set off on account of any such unrelated obligations. No right of action shall accrue on
this Bond to any person or entity other than the Owner or its heirs, executors,
administrators or successors.
9. The Surety waives notice of any change, including changes of time, to the Contract or to
related subcontracts,purchase orders and other obligations.
10. Any proceeding, legal or equitable, under this Bond may be instituted in any court of
competent jurisdiction in the location in which the work or part of the work is located and
shall be instituted within two years after Contractor Default or within two years after the
Contractor ceased working or within two years after the Surety refuses or fails to perform
its obligations under this Bond, whichever occurs first. If the provisions of this paragraph
are void or prohibited by law, the minimum period of limitation available to sureties as a
defense in the jurisdiction of the suit shall be applicable.
11. Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the
address shown on the first page of this document.
12. When this Bond has been furnished to comply with a statutory or other legal requirement
in the location where the Work was to be performed, any provision in this Bond
conflicting with such statutory or legal requirement shall be deemed deleted from this
document and provisions conforming to such statutory or other legal requirement shall be
deemed incorporated into it. The intent is that this Bond shall be construed as a statutory
bond and not as a common law bond.
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
CONTRACTOR AS PRINCIPAL SURETY
(Corporate Seal) (Corporate Seal)
Signature Signature
Name Name
Title Title
22
EXHIBIT "D"
CITY OF DANIA BEACH FLORIDA
Sworn Statement Under §287.133(3)(a), Florida Statutes
Public Entity Crimes
(This form must be signed in the presence of a Notary Public or other officer authorized to
administer oaths.)
1. This sworn statement is submitted with Bid, Proposal or Contract No.
2. This sworn statement is submitted by:
(name of entity submitting sworn statement)
its business address is:
Federal Identification Number
(FEIN) is:
(if applicable)
Social Security Number:
(if the entity has no FEIN,include the Social Security Number
of the individual signing this swom Statement)
3. My name is:
(print name of individual signing this document)
and my relationship to the entity is:
(President, General Partner, etc. as applicable)
4. 1 understand that a "public entity crime" as defined in §287.133(1)(g), Florida Statutes
means a violation of any state or federal law by a person with respect to and directly
related to the transaction of business with any public entity or with an agency or political
subdivision of any other state or with the United States, including, but not limited to, any
bid or contract for goods or services to be provided to any public entity or an agency or
political subdivision of any other state or of the United States and involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
5. I understand that to be "convicted" or "conviction" as defined in §287.133(1)(b), Florida
Statutes, means a finding of guilt and conviction of a public entity crime, with or without
an adjudication of guilt, in any federal or state trial court of record relating to charges
brought by indictment or information after July 1, 1989, as a result of a jury verdict, non-
jury trial, or entry of a plea of guilty or nolo contendere (also known as a plea of"No
Contest").
23
6. I understand that an "affiliate" as defined in §287.133(1)(a), Florida Statutes means:
(a)A predecessor or successor of a person or a corporation convicted of a public entity
crime; or
(b) An entity under the control of any natural person who is active in the management
of the entity and which has been convicted of a public entity crime. The term "affiliate"
includes those officers, directors, executives,partners, shareholders, employees, members,
and agents who are active in the management of an affiliate. The ownership by one person
of shares constituting a controlling interest in another person, or a pooling of equipment or
income among persons when not for fair market value under an arm's length agreement,
shall be a prima-facie case that one person controls another person. A person who
knowingly enters into a joint venture with a person who has been convicted of a public
entity crime in Florida during the preceding 36 months shall be considered an affiliate.
7. 1 understand that a "person" as defined in §287.133(1)(e), Florida Statutes, means any
natural person or entity organized under the laws of any state or of the United States with
the legal power to enter into a binding contract and which bids or applies to bid on
contracts for the provision of goods or services let by a public entity, or which otherwise
transacts or applies to transact business with a public entity. The term "person" includes
those officers, directors, executives, partners, shareholders, employees, members, and
agents who are active in management of an entity.
8. Based on information and belief, the statement that I have marked below is true in
relation to the entity submitting this sworn statement. (Please indicate which statement
applies)
a. Neither the entity submitting the sworn statement, nor any officers, directors,
executives, partners, shareholders, employees, members or agents who are active in
management of the entity nor any affiliate of the entity have been charged with and
convicted of a public entity crime subsequent to July 1, 1989.
b. The entity submitting this sworn statement, or one or more of the officers,
directors, executives, partners, shareholders, employees, members or agents who are
active in management of the entity or an affiliate of the entity has been charged with and
convicted of a public entity crime subsequent to July 1, 1989 and (Please now indicate
which additional statement below applies):
1. There has been a proceeding concerning the conviction before a
hearing officer of the State of Florida, Division of Administrative Hearings. The
final order entered by the hearing officer did not place the person or affiliate on
the convicted vendor list. (Please attach a copy of the final order)
2. The person or affiliate was placed on the convicted list. There has been
a subsequent proceeding before a hearing officer of the State of Florida, Division
24
of Administrative Hearings. The final order entered by the hearing officer
determined that it was in the public interest to remove the person or affiliate from
the convicted vendor list. (Please attach a copy of the final order)
3. The person or affiliate has not been placed on the convicted vendor list.
(Please describe any action taken by or pending with the Florida Department of
General Services)
Signature (of person whose Printed Name Date
first appears above)
STATE OF FLORIDA )
COUNTY OF BROWARD )
Sworn to and subscribed before me on ,2011,by who
(check one) [ ] is personally known to me or[ ] has produced
as identification.
Notary Public
PRINT Name of Notary Public
My commission expires:
25
I