HomeMy WebLinkAboutO-10464J-88-726
7/21/88
ORDINANCE NO. 10464
AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI,
FLORIDA, PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND DEVELOPMENT OF AN OFFICE
BUILDING TO BE OWNED BY THE CITY AND LEASED TO
THE UNITED STATES GENERAL SERVICES
ADMINISTRATION; AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED THIRTY MILLION DOLLARS
($30,000,000) IN PRINCIPAL AMOUNT OF THE
CITY'S RENTAL REVENUE BONDS, SERIES 1988, TO
FINANCE THE COST THEREOF; PROVIDING FOR THE
REPAYMENT OF SAID BONDS FROM REVENUES DERIVED
BY THE CITY UNDER THE LEASE OF THE BUILDING;
RATIFYING THE EXECUTION OF A LEASE AGREEMENT
BETWEEN THE CITY AND THE GENERAL SERVICES
ADMINISTRATION; AUTHORIZING VALIDATION OF THE
BONDS; PROVIDING CERTAIN OTHER DETAILS WITH
RESPECT THERETO; AND PROVIDING AN EFFECTIVE
DATE.
BE IT ORDAINED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
SECTION 1. Authority. This Ordinance is enacted
pursuant to the Charter of The City of Miami, Florida (but
only to the extent not inconsistent with and not repealed by
the provisions of Section 166.021, Florida Statutes); to the
extent applicable, Part VII, Chapter 159, Florida Statutes;
Chapter 166, Florida Statutes; the Constitution of the State
of Florida; and other applicable provisions of law.
SECTION 2. Findings and Determinations. It is
hereby ascertained, determined and declared that:
A. The sale, use and trafficking in illegal
drugs, narcotics and other controlled substances is
occurring at an alarming rate within The City of
Miami, Florida (the "City") and throughout South
Florida, and such imposes an undue and oppressive
burden upon the government and citizens of the
City, which if not reduced or eliminated will ad-
versely affect the ability of the City to provide
local government services to its citizens and will
seriously undermine and damage the public health,
safety and welfare.
B. Violations of federal civil and criminal
laws in South Florida, especially in connection
with narcotics trafficking, are increasing at an
ever -escalating rate.
C. The violations of federal laws, espe-
cially in relation to narcotics, in the City
directly adversely affect the health, safety and
welfare of the citizens and taxpayers of the City
and adversely affect tourism and related industries
in, and the public image of, the City.
D. As a result of such federal criminal vi-
olations and the need for prosecution thereof, the
United States Attorney's Office for the Southern
District of Florida located within the City (the
"U.S. Attorney") must expand its staff and expand
and improve its physical facilities as well as
ATTATIFIsIE TS
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those of other federal law enforcement agencies in
the City which work closely with the U.S. Attorney.
E. The current facilities housing the U.S.
Attorney and certain offices of the United States
District Court for the Southern District of Florida
(the "U.S. District Court") in the City are woe-
fully inadequate and are not capable of being en-
larged, improved or renovated to meet the
above -described needs of the U.S. Attorney, the
U.S. District Court or other federal law enforce-
ment agencies, and, therefore, only new facilities
to house the U.S. Attorney, the U.S. District Court
and other federal law enforcement agencies can meet
the needs of such offices in responding to the sig-
nificant increase in violations of federal laws.
F. The United States Government is not em-
powered at this time to pay the cost of acquiring,
constructing, installing, or equipping the needed
facilities, but is able, willing and prepared to
make annual lease payments for such facilities
provided by another person.
G. To immediately meet the pressing needs of
the United States Government in the City, the City
desires, through the issuance of its Rental Revenue
Bonds, Series 1988 (the "Bonds"), to finance the
acquisition of real estate in the City and the
development and construction of a building (the
"Building") to be leased by the City to the United
States General Services Administration ("GSA") and
used to house the staff of the U.S. Attorney, the
U.S. District Court and other federal law enforce-
ment agencies.
H. The Building is proposed to be located on
a two -acre parcel (the "Site") on the eastern por-
tion of the block bounded on the north by N.E. 5th
Street, on the east by N.E. 1st Avenue, on the
south by N.E. 4th Street and on the west by North
Miami Avenue in the City. Portions of the Site are
now occupied by dilapidated or deteriorating struc-
tures, and portions of the area surrounding the
Site are in a slum and blighted condition.
I. In addition to aiding the enforcement of
federal laws, the Building will aid in the elimina-
tion of slum and blighted conditions on the Site
and in the general area of the Building and in the
rehabilitation of that area.
J. Located in the area of the Site are
structures either listed on the National Register
of Historic Places or eligible to be so listed.
The Building will be designed and constructed to be
compatible with such structures, thereby encourag-
ing and aiding in the preservation of historic
structures.
K. Construction of the Building will add to
the employment base in the City, both by permitting
an increase in the number of professional and
clerical employees in the United States Attorney's
Office, the federal court and other federal law en-
forcement agencies, and also by providing signifi-
cant employment opportunities for persons in the
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construction industry in the City during the con-
struction of the Building.
L. The acquisition, construction and
development of the Building, and the financing of
that construction through the issuance of the Bonds
by the City, is in furtherance of and will serve
adequate and proper municipal public purposes.
M. This Ordinance is hereby declared to be
an emergency measure on the grounds of urgent pub-
lic need for the preservation of peace, health,
safety and the property of the City.
N. An emergency exists with respect to the
adoption of this Ordinance in that, in order to
proceed forward with the issuance of the Bonds and
the construction of the Building in as rapid a
fashion as possible, thereby more quickly accom-
plishing the public purposes and benefits described
above and complies with the request from GSA for
the construction of the Building to be accomplished
as soon as possible, it is necessary that the City
institute proceedings to validate the Bonds and is-
sue the Bonds at as early a date as possible. The
City Commission of the City, by adoption of this
Ordinance by at least four -fifths vote, hereby
waives all notice requirements for the regular
enactment of municipal ordinances.
SECTION 3. Authorization of Acquisition of Site
and Construction of Building; Authorization of Bonds. The
acquisition of the Site and the development and construction
of the Building by the City are hereby authorized, with the
cost thereof to be financed through the issuance of the
Bonds by the City. The Bonds, to be known as "The City of
Miami, Florida, Rental Revenue Bonds, Series 1988," are
hereby authorized to be issued at one time, or from time to
time as needed in series, in an aggregate principal amount
not exceeding Thirty Million Dollars ($30,000,000). The
denominations of the Bonds, interest rates to be borne by
the Bonds, the maturity dates thereof and the other terms of
the Bonds shall be established by subsequent ordinance or
resolution of the City adopted prior to issuance thereof.
In no eve-i*,t, however, shall the Bonds bear interest at a
rate in exr��ss of the maximum rate permitted by applicable
law or mature more than thirty years after the date of is-
suance thereof.
The Bonds shall be payable solely from the and
secured by rental and other usage revenues derived by the
City from the lease of the Building (the "Pledged
Revenues"), and the Pledged Revenues are hereby pledged to
the payment of the principal of, redemption premiums, if
any, with respect to and the interest on the Bonds. The
Bonds and the premium, if any, with respect thereto and the
interest thereon shall not be deemed to constitute a debt,
liability or obligation of the City or of the State of
Florida or of any political subdivision thereof, or a pledge
of the faith and credit of the City or of the State of
Florida or of any political subdivision thereof, but shall
be payable solely from the Pledged Revenues, and the Issuer
is not obligated to pay the Bonds, the redemption premiums,
if any, related thereto or the interest thereon except from
the Pledged Revenues, and neither the faith and credit nor
the taxing power of the City or of the State of Florida or
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of any political subdivision
payment of the Bonds.
thereof is pledged to the
The Bonds may be issued so that the interest
thereon shall be intended to be included in the gross income
of the holders thereof for federal income tax purposes or so
that such interest shall be intended to be excluded from the
gross income of the holders thereof for federal income tax
purposes, as shall be determined by ordinance or resolution
of the City adopted prior to issuance of the Bonds.
SECTION 4. Confirmation of Lease Agreement. The
City, on October 22, 1987, entered into a Lease Agreement
(the "Lease Agreement") with the GSA in connection with the
Building, a copy of which Lease Agreement is attached hereto
as Exhibit "A." The execution by the City of the Lease
Agreement is hereby confirmed and the terms thereof are
hereby specifically approved; provided, however, that the
Lease Agreement may be amended by the City and the GSA as
necessary in connection with the marketing of the Bonds
and/or for any other reasons agreed to by the City and the
GSA.
SECTION 5. Validation Authorized. The City
Attorney is hereby authorized and directed to institute
proper proceedings in the Circuit Court of the Eleventh
Judicial Circuit, in and for Dade County, Florida, to con-
firm and validate the Bonds and to pass upon the security
therefor and the validity and legality thereof.
SECTION 6. Severability. If any one or more of
the covenants, agreements or provisions of this Ordinance
shall be held contrary to any express provisions of law or
contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any
reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or
provisions of this Ordinance or of the Bonds issued hereun-
der which shall remain in full force and effect.
SECTION 6. Effective Date. This Ordinance shall
be effective immediately upon its enactment.
PASSED AND ADOPTED this 21st day of July, 19
ATT T
Mat irai, City Clerk
Xavier L. Suarez,( MAyor
Prepared and approved by: Approved As To Form and Correctness:
�Jokge
JohriCo an, r., OV-1enna-ez ,
Dep y City Attorney City At orn y
I, Matty Hirai, Clerk of the City of Miami,
hereby certify timt on the-i" �r.�a'
_cla) of
rAurlct Of,.�rleyf,-Qoin�� :Irn Fudlilu. .t�rnuce;e,arartycid corrcv_rt copy o _,e
273870012Eord:113 the South1)o i_t
4 tilt. Dade 1I•use
'at tits w, proyil�d
:r n:aiccs anti p.;h;i :Iti ins by attacilisig ,aid cop;' to
place pruvick"I Zhcr.:f u•.
WITINE�)5 m;, h;uu Ind tl fficial seal of s
City this�_riuy of
E'►. U. 19
ALY Clerk 10464..
LEASE AGREEMENT
Between
THE CITY OF MIAMI
and
GENERAL SERVICES ADMINISTRATION (GSA)
OF THE
UNITED STATES OF AMERICA
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Table of Contents
Introduction................................1
1.1
Definitions ....................... ........2
2.1
Initial Term .............. ................6
2.2
Renewal Terms...............................6
2.3
Option to Purchase ...........................6
2.4
Redelivery of the Project Land...............7
2.5
Construction Documents ............ .........7
2.6
Recitals...................................8
3.1
Annual Rental...............................8
3.2
Additional Rent ................. ...........9
3.3
Ad Valorem Taxation ........ ....... .....9
4.1
Three Step Plan ................... ....9
4.2
Standards of Performance ...................10
5.1
STEP 1 - FINANCING General .................10
5.2
Method, Implementation, and Procedures .....11
la.
Financial Advisor to City..............11
b. Underwriting Services ...... ...........12
o. Bond Counsel ...................... .12
6.1
STEP 2 - SITE ACQUISITION General ..........12
6.2
Appraisal Fees ................... .......13
6.3
Title......................................13
6.4
Site Acquisition by Condemnation ............
13
6.5
Governmental. Purpose ......... .......... .14
6.6
Additional Improvements ....................14
7.1
STEP 3 - PROJECT DEVELOPMENT - General .....15
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7.2
Government Approvals .......................15
7.3
Changes In The Work ........................16
7.4
Construction Completion Date ................17
7.5
Special Requirements ........................
17
7.6
Government Representative ..................19
8.1
Government Default ..........................
19
a. Failure Payment of Money ...............19
b. Failure-Performanoe of Other Covenants.20
0. Remedies for Government Default .........
20
CityDefault ................................21
a. Failure Performance of Covenants .......
21
b. Remedies for City Default ..............22
8.3
Exclusive Remedies ..........................23
8.4
Excess Projeot-Cost Default.................23
9.1
Insurance ...................................24
9.2
Comprehensive General Liability Insuranoe...26
9.3
Casualty Insurance ..........................
27
10.1
Anti -Deficient Act ..........................
27
10.2
Governmental Purposes .......................28
10.3
Government Approval .........................28
10.4
Approval and Consent ........................
28
10.5
Force Majeure ...............................28
10.6
Governing Law ...............................29
10.7
Severability .......... I .......................
29
10.8
Quifit Enjoyment by Government ...............30
10.9
Repair, Maintenance, and Replacement ........
30
10-10
Assignment and Subleasing ...................
31
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11.1
Method and Addresses ..•••.••••••••••••••••••31
11.2
Change of Address ...........................32
12.1
Required Amendments ..............I..........32
12.2
Amendments..................................33
13.1
Purposes ................ ...•................33
13.2
Removable Property ............................
33
13.3
Negotiations.................................33
13.4
Utilities...................................34
13.5
Repair and Maintenance Responsibilities .....
34
13.6
Officials Not to Benefit ....................
35
13.7
Minority Participation ......................35
13.8
Government Regulations ...... 6 - ............35
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itTAX LEASE AGREEMENU
THIS LEASE AGREEMENT entered into this 22nSi day of October,
1987, by and between the City of Miami, a municipal corporation
of the State of Florida, hereinafter referred to as ("CITY" or
"LESSOR"), and the United States of America, acting by and
through the General Services Administration, its agency, in
accord with 40 U.S. C . 751 et. seq . , 40 U.S. C . 490 (h) and Public
Law 99-591, hereinafter referred to as ("GOVERNMENT or
"LESSEE").
I I T N$ S S S T_H:
WHEREAS, pursuant to Public Law 99-591 adopted October..30,
1986, the GOVERNMENT is authorized to acquire a building
ooastruoted or acquired by or on behalf of the State of Florida
or a political subdivision thereof by lease in Miami, Florida;
and
WHEREAS, the CITY has determined that it would be
advantageous to the CITY to enhance the offices of the United
States Courts, United States Attorney, and other federal agencies
in the CITY; and
WHEREAS, on October 29, 1986, the GOVERNMENT, acting by and
through the General Services Administration, and the CITY, acting
by and through the City. Manager, entered into a Memorandum of
Understanding expressing their intent to enter into negotiations
for the CITY to construct and lease to the GOVERNMENT, a building
to house the United States Attorney's Office and other Federal
law enforcement agencies in Miami; and
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WHEREAS, the parties have agreed that the amount of lease
payment will be a negotiated figure calculated to reimburse the
CITY all direct- and indirect -expenses while Droviding the
GOVERNMENT with suitable space to house its law enforcement
agencies at a reasonable price in the shortest period of time
possible; and
WHEREAS, pursuant to City Commission Resolution No. 87-746,
the City Manager was authorized to negotiate and execute a Lease
Agreement with the GOVERNMENT concerning the acquisition,
development, construction and operation of an office building in
the CITY OF MIAMI;
NOW THEREFORE, in consideration of the mutual oovenants set
forth herein and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as
follows:
4
DEFINITIONS
1. 1 Definitions
ons
All terms defined in any part of this Agreement
shall have the same meaning throughout this Agreement.
The following terms shall have the meanings set forth
opposite such terms, or in the specified provisions of
this Agreement:
Additional Rent. - See Section 3.2.
Agreement or Lease or instrument - This Lease
Agreement, as the same may be modified or amended from
time to time.
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Annual Rental - See Section 3.1.
B.Q.da - CITY OF MIAMI taxable Revenue Bonds, (in the
amount of thirty million dollars ($30,000,000) (or such
other amount as agreed upon by the Parties) that may be
issued at some later date.
Bui= i� - A building of approximately 250,000
square feet to house the United States Attorney's
Office, the United States Courts and other federal
agencies.
Certificate of Oeoupanev_ - The certificate to be
granted by the CITY upon completion of all Development
Work and Construction Work in accordance with the
Construction Documents and the satisfaction of all
Legal Requirements of such certificate for the
Building, enabling the Building to be utilized for the
purposes set forth in this Agreement.
Commencement Date - The effective date when this
initial thirty (30) year term begins is when the CITY
issues a Certificate of Occupancy and the GOVERNMENT
approves the substantially completed construction of
the leased space.
Construction Do um-n a See Section 2.5.
Construction Work - Supply the construction and.
installation on the Project Land of all materials,
supplies, equipment, tools, labor, supervision,
utilities, transportation and other materials and
services to complete the construction in substantial
compliance with the Construction Documents.
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Contraotor - The individual, firm, partnership,
corporation or other entity that does the Construction
Work.
Develover_ - The individual who develops the Project or,
in the event the CITY and GOVERNMENT determine to use a
turnkey development process, the successful proposer.
Development Work - All work performed by Developer.
ReDla.cement and Repair Exmenses - See Section 10.9.
1 Initial Term - See Section 2.1.
Legal Requirements - The laws, rules and regulations of
the United States of America, State of Florida and all
1 other governmental bodies having jurisdiction over the
Building or the Project Land, or any part thereof that
are in effect on the date of execution and as may be
subsequently amended, modified or adopted from time to
time by due governmental process.
Project - All matters described below including but not
I
limited to the Work and other work performed and to be
performed by. CITY, Developer, Contractor or GOVERNMENT
or on behalf of the GOVERNMENT: (i) Development Work,
(ii) Construction Work, (iii) acquisition of, and site
work on, the Project Land, and (iv) all other matters
reasonably incidental to development, and construction
of the Building.
i
Pro---.igot Costa, - All costs incurred by or on behalf of
the CITY or its designee's, or Developer, or
Contractor, or GOVERNMENT in performance of their
respective obligations under this Lease, including but
not limited to site acquisition, design, construction,
bond counsel, appraisals, etc.
'Excess ProJeat Cost - Any Project Cost which exceeds
thirty million dollars ($30,000,000), for any reason
whatsoever, for Development Work, Construotion Work or
any changes in the Work, including but not limited to
any costs directly or indirectly paid or incurred by
the CITY in fulfilling it's obligations hereunder,
delays, force majeure or any reason whatsoever caused
by act or omission of the GOVERNMENT or the CITY
(including any negligent acts of the CITY), the
GOVERNMENT shall be solely responsible for the Project
Costs in excess of $30,000,000.
Project Land - The Project Land is located in Miami,
Florida and is comprised of 12 lots of Block 78 N,
located "between Northeast 4th and 5th Streets and
Northeast 1st Avenue and Miami Avenue, more
particularly described on Exhibit "A", as attached.
Renewal Terms - See Section 2.2.
Term - Initial Term and Renewal Terms, if applicable,
as set forth in Section 2.
Work - Development Work, and Construction Work together
with all other obligations of CITY, Developer or
Contractor under this Lease or any other agreement
entered into in the acquisition, development, and
construction of the Project Land and/or the Building.
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II
2.1 Initial Term
The Initial Term of this Lease shall be for thirty
i
(30) years beginning on the Commencement Date (the
"Initial Term").
2.2 Renewal Terms
The GOVERNMENT has two (2) options to renew this
Lease after the Initial Term. Each renewal option
shall be for a period of twenty (20) years and may be
exercised by the GOVERNMENT giving notice in writing to
the CITY not less than one (1) year prior to expiration
of the Initial Term or the first or second renewal
period as applicable. in the event the GOVERNMENT
exercises an option to renew, the GOVERNMENT shall pay
the CITY no further rent or other payment except the
actual and reasonable costs including liability
insurance. At the end of the Initial Term and any time
i
during the renewal terms, the GOVERNMENT has an option
to receive a Quit Claim Deed in fee simple title to the
Premises from the CITY in consideration for One Hundred
Dollars ($100.00).
2.3 Option to Purchase
a. The GOVERNMENT will have the right at any time to
assume outstanding indebtedness incurred by the CITY
and to reimburse the CITY the outstanding unamortized
expenses the CITY has incurred in acquiring and
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providing the Project Land, the Building and any
improvements related thereto leased to the GOVERNMENT.
In consideration of such assumption and reimbursement,
the CITY shall execute and deliver a fee simple title
to the land and improvements by Quit Claim Deed to the
United States. This option shall be assignable by the
United States provided that the GOVERNMENT shall
nevertheless remain liable to the CITY and the holder
of any Bonds or debt obligations issued by the CITY for
the Project.
b. The CITY agrees not to alienate or encumber the
title to the Premises, or any part, thereof, before
commencement of, or during the Term, absent the prior
written consent of the GOVERNMENT.
2.4 Redelivery of Project Land
Subject to the GOVERNMENT's right to purchase the
Building and the Project Land, the GOVERNMENT at the
expiration of this Lease including the renewal terms,
if applicable, shall peaceably and quietly quit and
surrender to the CITY, the Building and Project Land,
i in good order and condition.
2.5 Conatruation Documents
For the purpose of this Lease, Construction
Documents shall consist of final working drawings and
specifications including (without limitation) the
following information:
a. Definitive site plans and specifications,
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b. Definitive architectural drawings and
specifications,
c. Definitive foundation and structural drawings and
specifications,
d. Definitive electrical and mechanical drawings
specifications, and
e. Final drawings and specifications for all LESSEE
improvements.
2.6 Recitals
The parties represent, warrant and covenant that
the foregoing recitals are accurate, which recitals are
incorporated herein by reference.
3.1 Annual Rental
The rental payments for the Initial Term shall be
in an amount calculated to reimburse the CITY all its
actual costs, including but not limited to, CITY's
financing, acquisition, design, development,
construction, and other Project Costs (including fees
and expenses), provided that such expenses have been
approved by GOVERNMENT. The annual rental shall be
paid to CITY monthly in arrears in equal monthly
installments or, if necessary, paid in some other
mutually agreed time.frame which would enable CITY to
timely pay debt service on obligations issued to
finance the Project.
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3.2 Additional Rent
The additional rental payment for the Initial Term
and the Renewal Terms shall be in an amount calculated
to pay for the cost of insurance premiums, and to
reimburse the CITY for any other expenses which the
CITY has incurred provided that such expenses have been
approved by GOVERNMENT.
3.3 Ad Valorem Taxation
Neither land, nor improvements, nor the lease
shall be subject to CITY ad valorem real estate taxes
nor City personal property taxation. In the event, a
tax is levied on this lease and/or the real and/or
personal property by an entity outside 'the control of
the CITY, the GOVERNMENT will assume all costs to
defend against or pay such taxes. The CITY will not
assume any tax liability relating to the Project Land
Building and the Lease.
IV
i DZSCRIPJIQH OF THE XQ
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4.1 Three Step Plan
The CITY and the GOVERNMENT agree that subject to
the terms of this Lease, the CITY will enter into a
Three Step Plan to: (1) provide financing for this
undertaking (2) acquire a site and (3) procure a
development of the site to include plans,
specification, site preparations and construction of
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not more than 250,000 square feet of space for the
housing of the United States Courts► United States
Attorney, Federal Law Enforcement Agencies and/or such
other Federal Governmental activities as the GOVERNMENT
shall deem appropriate.
4.2 Standards of Performance
The Parties acknowledge that they are Trustees for
I
the Citizens of Miami and of the United States and as
such, the Parties are responsible to see that sound and
honest business decisions are made, and that cost
controls are exercised in planning and decision making.
The Parties are determined that Federal, State and
Local Laws will be met in all matters under this Lease.
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i 5.1 General
The plan, method and all aspects of the financing
I
arrangements to be used by the CITY to acquire the
i
property and/or construct the Building (in the event
that CITY does not elect to develop the Project by a
turnkey process) shall include but not be limited to
any and all aspects of the use of taxable municipal
revenue bonds or private funding and shall include all
i
costs of financing, including but not limited to,
brokerage fees, attorneys' fees and other fees. All
financing associated with this project will be made
through the competitive process.
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The CITY and the GOVERNMENT may agree that the
entire project be financed through the issuance of CITY
of Miami taxable revenue bonds in which case, payment
of principal and interest (debt service) and any other
fees returned thereto, would rely solely on the rental
payments of the GOVERNMENT, or if the GOVERNMENT
exercises its option to purchase, then the GOVERNMENT
will assume bond payments and will reimburse the CITY
the outstanding unamortized expenses. The CITY by this
Agreement is -in no way obligated to pledge, commit, use
etc., any revenues, assets, taxes or other funds of the
CITY, other than rental payments by the GOVERNMENT to
pay for or finance Project Costs. Bond holders will
rely solely on the timely payment of said rental for
retirement of the bonds.
5.2 Method. Implementation and Procedures
The parties agree that each has vital interests in
the methods used, implementation of procedures to
obtain funds necessary to carry out this project and
the payments of expenses. All matters having to do
with the financing of this projeot shall be subject to
the prior written approval by the GOVERNMENT.
a. Finanoi ai Advisor to CITY
The Parties agree that reasonable competition
will be or has been used in acquiring the services
of a financial advisor to the CITY. Such
selection will be based upon the fee charged and.
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the quality of the services.. The advisor in this
capacity will prepare the bond document and
arrange the marketing for the Bonds.
b. Underwriting SeTvjces
The Parties agree that reasonable competition
will be made by the CITY in acquiring the services
of an underwriter. Such selection will be based
upon the fee charged (points) and the interest
rate.
e. Bond Counsel
The Parties agree that reasonable competition
will be or has been made in acquiring the services
of Bond Counsel. Such selection will be (was)
based upon fee, quality of service, expenses, and
other acceptable industry oriteria.
General
All matters having to do with the location and
acquisition of the Project Land shall be subject to the
prior written approval of the GOVERNMENT, and such
matters shall include but not be limited to, the prices
to be paid for parcels, selection of and the amount of
the fee, if any, to be paid to an appraiser,
institution of condemnation proceedings and prior
approval of each title and deed. in any event, the
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CITY will purchase options or, if necessary, through
condemnation acquire the Project Land and associated
real property rights necessary for the accomplishment
of this Project.
6.2 appraisal Fees
If the CITY incurs appraisal fees or expenses for
appraisal(s) of a site selected by the GOVERNMENT, and
if the GOVERNMENT has approved in writing the
appraiser(s) selected and the amount(s) of such fees or
expenses, the GOVERNMENT shall reimburse the CITY for
said fees or expenses. The GOVERNMENT shall reimburse
the CITY for said fees or expenses notwithstanding the
fact that said fees or expenses were incurred prior to
the date on which the Lease is executed.
6.3 Title
The title to be acquired by the CITY to the
Project Land selected shall be a fee simple title with
only such exceptions, if any, as shall be approved by
the GOVERNMENT.
6.4 Site acquisition by Condemnation
The CITY shall obtain the written approval of the
GOVERNMENT prior to initiating condemnation
proceedings. In the event that the CITY acquires the
Project Land through condemnation, then GOVERNMENT
agrees to pay CITY any and all costs associated with
such condemnation proceedings including but not limited
to attorney's fees, expert fees and court costs.
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If the CITY is unable to acquire the entire
Project Land then the GOVERNMENT, upon written notice
from the CITY that acquisition of the entire Project
Land is impossible, shall reimburse the CITY, within
sixty (60) days of such written notice, for the costs
and expenses, including but not limited to the cost of
the land, relating to any parcel of the Project Land,
if any, acquired by the CITY and any and all costs
relating to the attempted acquisition of the Projeot
Land .or any parcel of the Project Land. The CITY shall
convey said Pro.jeet Land to the GOVERNMENT upon the
CITY being totally reimbursed for any and all of the
aforementioned costs.
Governmental Puxyose
The CITY has determined that. a governmental
purpose of the CITY will be served by the fulfillment
of this Lease, and in particular by the acquisition of
the selected site.
6.6 Additional Improvements
The CITY will give the GOVERNMENT the right at all
times during this Term to add more buildings or other
improvements on the Project Land at the expense of. the
GOVERNMENT and will forthwith upon written request from
the GOVERNMENT convey such real property to the
GOVERNMENT, without further costs of site acquisition
to the GOVERNMENT in the event the GOVERNMENT exercises
this right provided that the GOVERNMENT reimburses CITY
for any and all costs and expenses related thereto.
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7.1
7.2
VII
STEP 3 - PROJECT DEVEMEMENT
General
It is the intent of the Parties that this project
will go forward as a turnkey development contract
utilizing the CITY's procurement ' process whenever
applicable, as defined in the CITY's Charter and Code.
Notwithstanding this intent, GOVERNMENT approval shall
be had in writing -prior to implementation of
procurement methods, issuance of Solicitations, or
Requests for Proposals. All contracts shall be awarded
competitively. GOVERNMENT approval shall be obtained
prior to the award of any contract for development, for
an arohiteot-engineering contract and for a.'"
construction contract, if any of these matters are
contracted for separately from the development
contract.
Gover=ent Apvrovalg
The methods used by the CITY to obtain a contract
with a Developer, an Architect -Engineer, or a General
Contractor shall be subject to the prior written
approval of the.GOVERNMENT. The selection of any such
persons, firms or entities to perform any matters
necessary for the implementation of this Lease shall be
subject to the prior written approval of the
GOVERNMENT. The amount of any monies to be paid under
any such contract or contracts shall be subject to such
prior written approval of the GOVERNMENT.
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7.3 Changes In The Work
All changes for any portions of the Work require
prior written approval by the GOVERNMENT. In the event
that the selection of an Architectual/Engineering (A/E)
firm, or a general contractor for construction is to be
i
made by the Developer and not by the CITY, then
GOVERNMENT approval shall be necessary prior to the
Developer making these selections. The Construction
Documents and PROJECT construction are subject to
GOVERNMENT written approval. The GOVERNMENT reserves
the right to direct change orders to all Construction
Documents pertaining to this project at anytime.
Should such change order(s) be necessary, the following
f ;
paragraphs of Federal .Acquisition Regulations (FAR)
+ 52.243-4-CHANGES (APR 1984); General Services
Acquisition Regulation (GSAR) 552.243-71-Equitable
Adjustments; GSAR 552-243-707Prioing of Adjustment (APR
1984); FAR 52.215-2-Audit-Negotiation (APR 1984) and
the Contracts Disputes Act are hereby enforceable. The
i Contracts Disputes Act (41 USC 601-13) applies to this
Agreement. Refer to Exhibit "B", as attached.
Both the GOVERNMENT and the CITY contemplate that
the total Project Costs shall not exceed Thirty Million
Dollars ($30,000,000). In the event that a change
order would result in the total Project Costs exceeding
the Thirty Million Dollars limitation set forth in this
Agreement, the GOVERNMENT agrees to amend this Lease by
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Committing within sixty (60) days of notification of
Such Excess Project Cost to pay such Excess Project
Cost or be declared in default and be subject to the
remedies contained in Section VIII of this Lease.
In the event that a change order results in a
reduction of the Project Cost below Thirty Million
Dollars ($30,000,000), the difference between the
reduced Project Cost and the original Project Cost of
$30,000,000 will be used to reduce the total
indebtedness of the GOVERNMENT on this lease.
7.4 Cons.ruction Completion Date
Subject to the force majuere provision contained
in this Agreement. construction shall be completed
within two years after the date the Developer and/or
Contractor have contracted with CITY to build the
Project, the date the Pr6ject Land is acquired by CITY
or when either permanent or interim financing for the
Work has been attained, whichever is the later.
7.5 Ereni al -- Requiremen z
The following specific requirements shall apply:
a. The GOVERNMENT shall furnish, and the CITY will
include as requirements for performance in the
architeot-engineering services contract, certain
technical directives to be complied with and
technical specifications to be incorporated in the
Construction Documents that are to be used to
construct the Building to be leased by the
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GOVERNMENT. These technical directives and
technical specifications shall include, but not be
limited to, physical dimensions, exterior
materials, interior materials and finishes,
structural capacity, mechanical and electrical
systems, fire protection, safety, handicapped
accessibility and elevators.
The Construction Documents• shall require the
approval of- the GOVERNMENT prior to the
commencement of the Construction Work. The
GOVERNMENT's approval of construction completed
shall be required before the GOVERNMENT shall be
obligated to begin rental payments for the space
leased. Such approval shall not be unreasonably
withheld.
A building.permit for the Building shall be issued
within fifteen (15) months from July 23. 1987, or
the GOVERNMENT will be technically in default,
pursuant to Section VIII of this Lease, and the
CITY Commission may terminate this Lease. In the
event that the CITY Commission exercises its right
to terminate this Lease, pursuant to this Section
7.5 (o), then the CITY shall be entitled to the
remedies specified in Seotin 8.1 (a) of this
Agreement.
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7.6 Government Representative
The GOVERNMENT will be represented on or off the
site by its Contracting Officer who will be assisted by
a Project Officer and Project Engineer. Such
Contracting Officer is authorized to give GOVERNMENT
approval where such approval is required under this
Agreement.
VIII
DEFAULT AND RBMffi]IBS
8.1 Government Default
The following events are hereby defined as a
"GOVERNMENT Default":
a. Failure -Payment of Money
Failure of the GOVERNMENT to pay any Annual
Rentals, Additional Rent or taxes or any other
payments of money as herein provided or required
when due and the continuance of such failure for a
period of sixty' (60) days. In the event that any
payment or installment of Annual Rental is not
paid to the CITY on the date, the same becomes due
and payable, the GOVERNMENT covenants and agrees
to pay to the CITY interest on the amount thereof
from the date such payment or installment became
due and payable to the date of payment thereof, in
accordance with the Prompt Payment Act, Public Law
97-177 (96 Stat. 85, 31 USC 1801) which provides
for the payment of interest on amounts due.
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Failure of the GOVERNMENT (as to the
obligations of GOVERNMENT hereunder) to perform
any of the other covenants, conditions, and
agreements which are to be performed by the
GOVERNMENT in this Agreement, and the continuance
of such failure for a period of sixty (60) days
after notice thereof in writing from the CITY to
the GOVERNMENT, (which notice shall specify the
respects in which the CITY contends that the
GOVERNMENT has failed to • perform any such
covenants, conditions, and agreements), said
failure shall constitute a GOVERNMENT default.
Remedies- f'GY'-GQV-ERN`MENT Default
If a GOVERNMENT default shall occur, the
GOVERNMENT shall:
1. Reimburse the CITY for all expenditures,
with interest, previously approved by
the GOVERNMENT within ninety (90) days.
2. In the event the CITY has acquired time
financing for the purpose of site
acquisition, which has been previously
approved by the GOVERNMENT, the
GOVERNMENT will assume the indebtedness,
including accrued interest incurred and
will pay off the indebtedness as
specified in the financing document.
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3. Assume all debt obligations including
accrued interest of the CITY, redeem all
bonds including accrued interest, and/or
pay in full any outstanding debt.
d. In the event that the Prompt Payment Act or some
other public law is not in effect which provides
for the payment of interest on amounts due, the
GOVERNMENT agrees to pay CITY interest at the then
prime interest rate (or if there is no prime
interest rate, then some other equivalent rate)
for any and all amounts due under this Agreement.
The remedies listed above shall be the exclusive
remedies of the CITY and it is the GOVERNMENT's
intention pursuant to these remedies to reimburse the
CITY for any and all approved costs, expenses, fees and
monies paid by CITY pursuant to this Agreement.
The CITY, upon the GOVERNMENT's action to remedy,
shall deliver to the GOVERNMENT title to land and
I
improvements by Quit Claim Deed and deliver all
documents associated with the indebtedness, if any.
8.2 CITX DAfa u1
The following event is hereby defined as a "CITY
Default":
a. Failure -Performance of Covenants
A material noncompliance or breach by the
CITY -of the covenants, conditions, and agreements
of this lease shall constitute CITY default.
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However, only the failure of the CITY to cure and
the continuance of such failure of the CITY for a
period of ninety (90) days after notice thereof in
writing from the GOVERNMENT (which notice shall
specify the respects in which the GOVERNMENT
contends the CITY has materially noncomplied or
breached the covenants, conditions, and agreements
of this Lease) shall constitute a "CITY default".
If a default is one that cannot be cured within
ninety (90) days and the CITY within such ninety
day period has acted reasonably in commencing a
cure and thereafter, actively continues diligently
to prosecute all actions necessary to cure such
defaults, such failure to cure shall not
constitute a "CITY default".
Remedies for CITY nefa,?t
If a CITY default shall occur, the
GOVERNMENT's only and exclusive remedy shall be
the right to terminate this lease agreement. In
the event of such termination, the GOVERNMENT
shall reimburse the CITY all previously approved
direct expenses associated with the Work including
but not limited to costs relating to the
acquisition, financing, development and
construction of the Building on the Project Land
and assume any and all outstanding debt(s)
including direct assumption of bond payments and
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the CITY shall deliver to GOVERNMENT title to land
and improvements by Quit Claim Deed, and deliver
all Construction Documents and all materials
related to this lease project.- The CITY shall
assign to the GOVERNMENT its rights under all
related contracts upon full reimbursement to the
CITY of monies expended by CITY and payment of all
outstanding obligations of CITY relating to the
Project.
8.3 Exclusive Remedies
The CITY and the GOVERNMENT recognize that the
remedies contained in this Section VIII of the Lease
shall be deemed the only and exclusive remedies of the
CITY and the GOVERNMENT, and that no other remedy
conferred by law may be instituted by the CITY or the
GOVERNMENT.
8.4 Excess Project Cost Default
Both the GOVERNMENT and the CITY contemplate that
the total Project Costs shall not exoeed thirty million
dollars ($30,000,000). In the event that at any time
subsequent to the execution of this Agreement, the
total Project Costs are projected by CITY to exceed the
thirty million dollar limitation set forth in this
Agreement, the GOVERNMENT agrees to amend this Lease by
committing within sixty (60) days of notification of
such Excess Project Cost to pay such Excess Project
Cost or be declared in default and be subject to the
remedies contained in this Section VIII of the Lease.
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IX
INN.T1 8M
9.12:8,,1
CITY shall purchase and keep in effect at all
times during the Term of this Agreement such insurance
as CITY deems, in its sole discretion, necessary to
I
reasonably protect its interests. The insurance
4 purchased by CITY shall be for such coverage and
amounts that the CITY deems, in its sole descretion,
l will protect the CITY from paying any judgment or
( claim, or any costs or fees (including attorney fees')
related thereto, from 'City revenues or funds. Such
I
insurance standards and coverages shall be subject to
I
i evaluation by the CITY on an annual basis and
GOVERNMENT agrees to pay as AdditJonal Rent an amount
i
equal to the cost of all insurance(s).
Should the Project Land or Building be damaged by
fire or other casualty, the GOVERNMENT shall have the
right to cause the damage to be repaired and the cost
i of the repair shall be borne by the GOVERNMENT. If it
can be determined that any such loss or part thereof,
shall be the fault of a third party, (i.e., a
contractor or contractors, visitors to the building or
any other person, persons or organizations) except the
CITY, then and in that event, the GOVERNMENT may take
all necessary actions to cause such third party to pay
such costs and the CITY hereby assigns all rights to
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the proceeds or work effort received from such third
party to the GOVERNMENT. In no event shall the CITY be
liable for any damage caused to the Project Land or
Building by fire or other casualty. If no third party
or parties shall be found liable or if found liable but
unable to pay damages then the sole costs of such
repairs shall be that of the GOVERNMENT.
This agreement. shall terminate if the parties
cannot agree on such insurance or if the CITY is unable
to purchase and keep in effoot at all times such
coverages and amounts of insurance it deems necessary.
If this agreement is terminated, pursuant to this
Section 9, the GOVERNMENT will be in default and
subject to the remedies set out in Section 8.1 of this
Agreement.
In the event of a casualty to the Project Land or
Building including but not limited to fire, windstorm,
and hurricanes, during the term of this Lease, the
GOVERNMENT shall, at its sole option, effect necessary
repairs or declare the Building a total loss. In the
event the GOVERNMENT shall elect to repair the
Building, the full amount of the rental payments shall
continue. Should the GOVERNMENT determine the Building
has been so damaged as to be a total loss, the
GOVERNMENT shall assume all outstanding indebtedness
and any other outstanding costs to the CITY and
reimburse the CITY for any and all costs duly expended
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by CITY and not reimbursed by GOVERNMENT. In
consideration of the GOVERNMENT assuming all such
ti
j indebtedness, the CITY shall transfer title to the
remaining real property by conveyance of a Quit Claim
Deed in fee simple title.
The intent of this Section is that the GOVERNMENT
shall self insure against casualty loss and that,
i
regardless of casualty loss, the GOVERNMENT shall
I
continue rental payments without abatement or, at its
option shall assume all indebtedness should the
Building be totally destroyed.
GOVERNMENT hereby releases and holds the CITY
harmless from any and all liability or responsibility
for anyone claiming through or under it by way of
subrogation or otherwise for any loss or damage to the
I
Project. Land or Building caused by fire or any other
extended coverage casualties, even if such fire or
other casualty shall have been caused by the fault or
negligence of the CITY, or anyone acting on behalf of
the CITY, including but not limited to, its agents,
employees, representatives, eto.
9.2 Comprehensive General Liability Insurance
CITY shall keep the Project Land and. Building
insured against claim for bodily injury, death' or
property damage occurring in, on or about the Project
Land and Building from the date(s) of site acquisition,
' through the Construction phases, and throughout the
i
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term of this Lease and its options, in minimum amounts
of $1,000,000 in respect to bodily injury or death to
one person, $3,000,000 in respect to any one occurrence
and Z1,000,000 for property damage. CITY may, at any .
time, purchase and keep in effect such additional
liability insurance CITY deems reasonably necessary.
GOVERNMENT agrees to.pay as Additional Rent an amount
equal to the cost of said additional insurance.
CITY shall require the developer/contraotor,
architect, engineer, subcontractors, eto. to maintain
Casualty insurance, Builders Risk, Professional
Liability insurance and any other insurance it deems
necessary at coverage amounts-- - approvect---by- - -the
GOVERNMENT and the CITY.
X
GSNERAI. PRnVISIONS
10.1 Anti Deficlenc�v Act
Subject to the terms of this- Lease, in order to
meet the requirements of the Anti -Deficiency Act, 31
USC 1341, the Parties agree that the total rental
payments over thirty (30) years and the total
indebtedness of the United States for this project
will not exceed an amount required to repay all
financing costs necessary to accomplish a project which
Project Costs shall not exceed thirty million
($30,000,000) dollars subject to the Project Cost
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10.2
10.3
10.4
10.5
0
Excess prov:,6sions set forth in Section 8.3 of this
Lease. As more specifically set out in this Lease,
dollar amounts may be changed by supplemental mutual
agreements in the future.
Ggyernmental Purposes
The Parties agree that this Lease serves the
Governmental Purposes of the CITY and of the
GOVERNMENT.
Government A,pmrT oval
The CITY will secure specific written approval of
the GOVERNMENT before the CITY takes any action in
pursuance of this Agreement which requires the
expenditure of funds.
Approval and Consent
Wherever in this Lease the approval or consent of
any party is required, it is understood and agreed that
such approval or consent will not be unreasonably
withheld or delayed, unless this Contract speoifically
indicates otherwise.
Force Majeure
Except as otherwise expressly provided in this
Contract, neither Party shall be obligated to perform
and neither shall be deemed to be in default hereunder,
if performance of a non monetary obligation is
prevented by the occurrence of any of the following
(herein called "Force Majeure" or "Event of Force
Majeure") acts of God, strikes, walkouts, other
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.industrial disturbances, acts of the public enemy,'
laws, rules and regulations of applicable governmental
bodies, wars or warlike action (whether actual,
impending, or expected and whether de jure or de
facto), arrest or other restrain of government, (civil
or military), blockades, insurrections, riots,
epidemics, lightning, earthquakes, fires, hurricanes,
storms, floods, washouts, civil disturbances,
explosions, breakage or accident to equipment or
machinery, confiscation or seizure by any government or
public authority, nuclear reaction or radiation,
radioactive contamination or any other causes whether
for the kind herein enumerated or otherwise, that are
not reasonably within the control of the party claiming.
the right to delay performance on account of such
occurrence.
10.6 governing Law
This Agreement shall be governed by Federal Law or
the laws .of the State of Florida, whichever law shall
be governing, and venues shall be in the CITY OF MIAMI,
Dade County, Florida,
10.7 Severability
If any term or provision of this Agreement, or the
application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the
remainder of this initial Agreement or the application
of such term or provision to the persons or
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circumstances other than those as to which it is held
invalid or unenforceable, shall not• be affected
thereby, and each term and provision of this Agreement
shall be valid and be enforceable to the fullest extent
permitted by law.
10.8 Quiet Enjgyment b2 Government
CITY agrees that if GOVERNMENT pays the Annual
Rental and Additional Rental and other charges herein
provided and shall perform all of the covenants and
agreements herein stipulated to be performed on
GOVERNMENT'S part, GOVERNMENT shall at all times during
said Term, have the peaceable and quiet enjoyment and.
possession of the building on the Project Land without
any manner of hindrance from CITY or any other persons
lawfully claiming through CITY.
10.9 Repair, Maintenance. and Replacement
i
The GOVERNMENT shall, throughout the Term of this
Agreement, at its own cost, and without any expense to
the CITY, keep and maintain the Building and Project
Land, and all appurtenances thereto, including
sidewalks adjacent thereto, in good, sanitary, and,
neat order, condition and repair. Tha CITY shall not
be obligated to make any repairs, replacements
(extraordinary or ordinary), or renewals of any kind,
nature, or description, whatsoever to the Building or
improvements -on the Project Land.
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10.10 A4ain_Ment and Subleasing
The GOVERNMENT shall not assign its rights in this
Lease or sublet the Building or any portion thereof
without the prior written consent of CITY. The
GOVERNMENT recognizes and agrees that the terms of this
Lease shall be renegogiated in the event that
GOVERNMENT transfers any of its rights under this Lease
to a Third Party (i.e. any party other than
GOVERNMENT).
11.1 Method and Addresses
All notices, demands, or other writings required
or allowed in this Agreement must be in writing and
shall be served: (i) by depositing the same in the
United States mail addressed to the party to be
notified, postage prepaid, registered or certified
mail, return receipt requested; (ii) by delivering the
same in person to such party; or (iii) by prepaid
telegram, telex, private or commercial telecopy, or
Federal Express or similar deliver service. Notice
p Y
given in accordance with (i) above shall be effective
three (3) days after being deposited in the U. S. mail.
1
j Notice given in accordance with (ii) or (iii) above
shall be effective upon receipt at the address of the
addressee. For the purposes of notice, the addresses
10461
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of the parties shall be as follows:
TO THE CITY:,
Cesar H. Odio
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
Telecopy No.: (305) 285-1835
WITH COPIES TO:
Lucia A. Dougherty
City Attorney
City of Miami
1100 AmeriFirst Building
One Southeast Third Avenue
Miami, Florida 33131
Telecopy No.: (305) 374-4730
Christopher G. Korge
Assistant City Attorney
City of Miami
1100 AmeriFirst Building
One Southeast Third Avenue
Miami, Florida 33131
TO THE GOVERNMENT:
Mr. Michael E. Roper
Contracting Officer (4PEA)
General Services Administration
Fourth Floor
75 Spring St.,, SW
Atlanta, GA 30303
11.2 Change of Address
The address or party
to which any notice, demand,
or other writing may be
given or made or sent to any
party as above provided
may be changed by fifteen (15)
days advance written notice given by such party as
above provided.
x1i
12.1 Recuired Amendments
The GOVERNMENT recognizes that this Lease shall be
amended either prior to or simultaneously with an
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agreement to be entered into between the CITY and
DEVELOPER. In -the event that the CITY and GOVERNMENT
cannot agree on an Amendment to this Lease and such
Amendment is necessary for the CITY to enter into an
Agreement with DEVELOPER, then the GOVERNMENT shall be
deemed in default as more specifically described in
Section VIII of this Lease, and this Lease shall
terminate.
12.2 Amendments
No amendment shall be made to this Lease unless in
writing and signed by the GOVERNMENT and CITY.
XIII .
QTHER PROVISIONS
13. 1 • Purposes_
It is the purpose of CITY and GOVERNMENT that the
minimum rent set forth herein shall be net to the CITY,
and that all costs, expenses, and other obligations of
every kind and nature whatsoever, relating to the use,
occupancy and operation of the Building and Project
Land and on the Building and Project Land shall be paid
for and assumed by GOVERNMENT.
13.2 Removable Property
GOVERNMENT retains the title to all removable
property placed on the property by GOVERNMENT.
13.3 Negotiations
In no event shall the CITY or its Agents,
Developers, Contractors, or Officials enter into
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negotiations concerning the space to be leased with
i
representatives of other Federal Agencies or the
i .
Courts. The sole party representing the United States
with whom the CITY shall negotiate is GSA.
13.4 Utilities
GOVERNMENT shall pay for all utilities used or
consumed in or upon the demised premises, including but
not limited to sewer, electricity, water, telephone,
heat and trash pickup.
13.5 BeaF it and Maintenance Responsibilities
GOVERNMENT shall, at GOVERNMENT'S own expense,
keep the demised premises including both interior and
exterior of the building, and including without
limitation, sidewalks, electrical, plumbing, heating,
air-conditioning and other mechanical installations
therein, all doors, and all the plate glass and door
window glass in good order and proper repair, and
replace, if necessary, using materials and labor of the
kind and quality equal to the original work.
GOVERNMENT shall also be responsible for, and shall
maintain and keep in good order and repair or cause to
be kept in good order and repair, the roof, structure,
walls and foundation of the demised premises and shall
provide landscaping services. CITY shall have no
obligation to repair, maintain, replace, alter- or
modify the Building and Project Land or any part
thereof, after iatial acceptance by GSA.
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13.6
No member of or delegate to Congress, or resident
commissioner; shall be admitted to any share or part of
this contract, or to any benefit arising from it,.
However, this clause does not apply to this contract to
the extent that this contract is made with a
corporation for the corporation's general benefit.
13.7` Minority Partigipation
The parties will be required to comply with all
applicable federal, state and local affirmative action
legislation and regulations, including City of Miami
Minority and Women Business Affairs and Procurement
Ordinance No. 10062. For purposes of accomplishing this
project whether by public or private -means, the more
restrictive City of Miami legislation and regulations shall
apply.
13.8 GOVERNMENT Regulations.
The CITY shall include in CITY'S contract(s) for the
development of the Project with Developer and/or Contractor
the GOVERNMENT regulations set forth in Exhibit C.
WITNESSES: GENERAL SERVICES ADMINISTRATION
By:
Maxie E'. Poole
Contracting Officer
04 Date Executed: %
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WITNESSES:
,
CITY OF MIAMI. A MUNICIPAL
CORPORATIONZOP THE STATE
OF FLORID
CESAR H. ODIO
City Manager
Date Executed:
APPROVED AS TO F014�AND
ATTEST: CORRECTNESS:
MACTTY HIRAI LUCIA A,'/DOUGE[tRTY
�itv Clerk City Attorney
CG.%.twpo/ebg/pb/rd/X078
10/22/37-
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STATE OF FLORIDA)
)SS:
COUNTY -OF DADE )
BEFORE ME personally appeared Maxie E. Poole, Contracting
Officer for the United States of America, and acknowledges the
foregoing for the purposes herein described this a21- day of
6Z- �- , 1987.
1�
NOTARY PUBLIC
State of Florida at Large
My Commission Expires:
nr
UC'ILCU IIiPi CE!,La, t ; v e•,I
STATE OF FLORIDA)
)SS:
COUNTY OF DADE )
BEFORE ME personally appeared Cesar H. Odio, City Manager
for the City. of Miami, Florida and acknowledges the foregoing for
the urposes herein described this ��' day of
1987.
9 L".6
NOTARY PUBLIC '
State of Florida at Large
My. Coll iss,ioW. Expires:
NOTMY /UBLlC, STATE Of PL=QA AT 11RM
MY COMMISSION W"ES MAY 19, INI
-37-
10464
EXHIBIT A
LEGAL DESCRIPTION
NIAMI NORTH .8/41
BLOCK 78N
Address: 436-44-46 N.E. S Avenue
Folio No. 01-0107-80-1010
Legal
Description: N 100' of Lots 1 & 21 Blk 78 less W
36' thereof & less E 10' of Lot 1
Address: 498 N.E. 1 Avenue
Folio No. 01-0107=80-1020
Legal
Description: South 50' of Lots 1 i 2 lees E 10'
of Lot 1 for St. Blk 78
Xddress: Unknown
Folio No. 01-0107-80-1030
Legal
Description: Lot 3 less Beg. NW car. Lot 3, S
29.50', E 50.36', N 36', S 49.95'
to P08 i all of Lot 18 & S 100" of
Lots 19 & 20 Blk 78
Address: Unknown
Folio No. 01-0107-80-1031
Legal
Description: Parcel D-20S8 a/k/a Por`3on of Lot
3 less N 1.0' Blk 78 desc. beg. NW
car Lot 3 thence S 29.50' E 50.36'
N 36' S '49.95' to POS less N 10'
Address: 54 N.E. 5 Street
Folio No. 01-0107-80-1940
.Legal
Description: Parcel D-205A ask/a Lot 4 Blk 78
Address: 46 N.E. 5 Street
Folio No. 01-0107-80-1050
Legal
Description: Lot 5 less N 10' Blk 78
10464,
N
EXHIBIT A, PAGE 2
LEGAL DESCRIPTION
MIAMI NORTH B/41
BLOCK 78N
Address: 38 N.E. 5 Street
Folio No. 01-0107-80-1060
Legal
Description: Lot 6 less N 10', Blk 7b
Address: 33 N.E. 4 Street
Polio No. 01-0107-80-1160
Legal
Description: E 12.5'••of Lot 14 s W 4.1.5' of Lot
15 Blk 78
Address: 43 N.E. 4 Street
Folio No. 01-0107-80-1170
Legal
Description: E 8.5' of Lot 15 i Lot 16 Blk 78
Address: 51 N.E. 4 Street
Folio No. 01-0107-80-1180
Legal
Description: Lot 17, Blk 78
Address: 420 N.E. 1 Avenue
Polio No. 01-0107-80-1200
Legal
Description: N 50' of'Lots 19 S 20 Blk 78
IL0464
(hl The t.ovrnvncnt shall, without li.sbility, furnish
ert(It•n,•C ,tUVrttprtotc W )khfish ctetnPtian from any
I,tM;r111, SNIN, or (��'. ic,.t wlttln the Comwactor
n qu(•.ts t„ztt evidell e• .11"1 .1 reasonable basis e<ists to
tustatll the �"temltlltln.
0, FAR )2.229-)--TAXES--CONTRACTS
PERFORMED IN U.S. PJjSE»IONS OR PUERTO
RICO (APR 1934)
The term "fatal taxes," as used in the Federal,
State, and local taxes clause of this contract, includes
tares imposed by a possession of the United Sta(cs or
by Puerto Rico.
AI)JUST`IENTS _
49. ' FAR 12.243-4--CHANGES (APR 1934)
(a) The Contracting Officer (nay, at any time,
wittvuc notice to the sureties. it any, by writ:m order
dCsignated or indicated to be a Change order, make
ctian%es in the -mark within the general scope of the
contract, including changes--
(1) In the specifications (including drawings and
desil(ns�
(2) In the ?method or manner of performance of
the -ark;
(J) In the Government -furnished facilities,
e;uip(nent, materials, services, or site: or
(4) Oirecung acceleration in the performance
of the work.
(b) Any other written or oral order (which, as used
In this paragraph W. includes direction, instruction,
interpretation, or determination) (rum the Contracting
Officer that causes �2 change shall be treated as a
chan,te order under this clause; provided, that the
Contractor gives the Contracting Officer written
notice stating (1) the date, ctrc:tmstances, and source
of the order and (2) that the Contractor regards the
order as a change order.
(c) Except as provided in this clause, no order,
s,atement, or conduct of the Cantraeang Officer shall
k treated as a change under this clause or entitle the
Contractor to an equitable adjustment.
(d) If any change under this clause causes an
itt,;rease or decrease in the Contractor's cost of, or the
tl- ,: required for, the performance of any part of the
.LoAc tinder this contract, whether or not changed by
amy st.Ch order, the Contracting Officer shall nuke an
r.� citable adjustment atd modify the contract in
wrltlns. However, except for a "proposal• for
atljtnstrnent" (hereafter referred to as proposal) based an
defective specifications, no proposal for any change
tender paragraph (b) above shall be allowed for any costs
incurred more than 20 days before the Contractor gives
written notice as -required. In the cue of defective
specifications for which the Government is responsible,
the equitable adjustment shall include any increased
cost reasonably incurred by the Contractor in
attempting to comply with the defective specifications.
(e) The Contractor :nust submit any proposal under
this clause within 30 days after (1) receipt of a written
change order under paragraph (a) above or (2) the
furnishing of a written notice under paragraph (b)
active, ay sttbtnit tiny, to the Contracting Officer a
-rtt ten stalenneW describing the general nature and
at•vunt of the proposal, unhjs this period is extended
n% tnc Government. Th(r scatenrent of proposal for
r�;n::mcnt may he nnvittded to ter notice under
a.,raKraph (b) ahuve.
(1) No.•-,� pusal by the Contractor fur ,.n equitable
adjustment 111 he allowed if dsst:rwd after final.
'payment unn�r thistaultrot:t.
6.9. GSAR 7)2.24)-71--EQUITA13LE ADJUSTMENTS
(APIs 1984)
(a) The provisions of the Changes clause prescribed
by FAR )2.24)-4 are supplemented as follows:
(1) Upon written request, the Contractor shall
submit a proposal, in accordance with the requirements
and limitations set forth in the "Equitable Adjustments"
clause, for wane involving contemplated changes
covered by the request. The proposal shall be
submitted within the time limit indicated in the request
or any extension of such time limit as nnay be
subsequently granted. The Contraetars's written
statement of the monetary extent of a claim for
equitable adjustment shall be submitted in the following
form:
(i) Proposals totaling S5,000 or less shall be
submitted in the form of a lump sum proposal with
supporting information to clearly relate elements of
cost with specific items of work involved to c:-.e
satisfaction of the Contracting Officer, or his/her
authorized representative.
00 For proposals in excess of S3,004 the
claim for equitable adustment shall be submitted in the
form of a lump sum proposal supported with an
itemized breakdown of all increases and decreases in
the contract in at least the following details:
Direct Costs
Material quantities by trades and unit costs
(Manufacturing burden associated with material
fabrication performed will be considered to be part
of the material costs of the fabricated ite(n•
delivered to the job site)
Labor breakdown by trades and unit costs
(Identi-fied • with specific• item of material to be
placed or operation to be performed)
Construction equipment exclusively necessary for
the change
Costs of preparation and/or revision to shop
drawings resulting from the change
Warkmen's Compensation and Public Liability
Insurance
Employment taxes under FICA and FUTA
Bond Costs - when size of change warrants revision
Overhead. Profit and Commission
(2) The allowable overhead shall be determined in
accordance with the Contract Cost Prihciples and
Procedures. in Part 71 of the Federal Acquisition
Regulation (411 CFR 1-)1) in effect on the date of this
contract. The percentages (or profit and commission
shall be negotiated and may vary according to the
nature, extent and complexity a( the work involved, but
in no case shall exceed the following, unless the
Contractor demonstrates entitlement t,a a higher
percentage:
PAC t I OF
GSA rota. 3504 PAGE 25 (a -di )
I.Q464•
Overhead Profit Commission
To* C.,Nltrac for
%-. work per.
for�ne-j by
other than
Nil own
forces ---- -• •- (09i
To first
tier sub-
contractor on
.ork per.
for^+ett by
his Sub-
contractors -• — 1b�
To Contractor
and/or the sub-
cantractors for
that portion at
,tie '6004 per.
formed With
their re-
soecttve To be
forces ---- negotiated 10%
Not mare than four percentages will be allowed
regardless of the number of tier subcontractors. The
contractor shall not be allowed a commmisssion on the
commission received by a first der subcontractor.
Equitable adjustments for deleted work .shall. include
credits for overhead, profit and eommisssion. On
proposals covering both increases and decreases in the
ar+ount of the contract. the application of overhead and
profit shall be an the net change in direct costs (or the
Contractor or subcontractor performing the work.
(3) The Contractor shall submit with the
proposal his request for time extension (if any), and
shalt include sufficient information and dates to
demonstrate whether and to what extent the change
will delay the contract in its entirety.
(4) In considering a proposal. the Government
s1v11 make check estimates in detail, utilizing unit
paces where specified or agreed upon, with a view to
arriving at an equitable adjustment.
(3) After receipt a(' a proposal, the Contracting
Officer shalt act thereon. within 30 days, provided
however, that when the necessity to proceed with a
change does not allow time property to check a proposal
orAn the event of failure to reach an agreement on a
proposal, the Government may order the Contractor to
proceed on the basis of price to be determined at the
earliest practicable date. Such price shall not be more
than the increase or less than the decrease proposed.
(6) If a mutually acceptable agreement cannot
be reached, the Contracting Officer may determine the
price unilaterally.
(b) The provisions of the Differing Site Conditions
clause prescribed by FAR 32.236-2, are supplemented
as follows: The Contractor shall submit all claims (or
equitable adjustment in accordance with, and subject to
the requirements and Urnitauons set out in paragraph
(a) of this "Equitable Adjustments" clause.
70. GSAR 332.243-70—PRICING OF , ADJUSTMENTS
(APIs 1994)
When costs are a (actor in any determination of a
contract i adjustment pursuant to the "Cham.
clause or any other clause at this contract. such c
shall be in accordance with the contract cost princii
and procedures in Part 31 of the Federal Aequisi
Regulation (43 CFR 1.31) in effect on the date of
contract.
AUDITS
71. FAR 32.214-26--AUDIT— UsID 11DOf1G
(Alt 1965)
(a) Cost or pricin4 data. If the Contractur 1
Submitted cost or pricing data in connection with t
pricing of any modification to this contract. unless t
pricing was based on adecuate price competstie
established catalog or market prices of eommerei
items sold in substantial quantities to the gener
public, or prices set by law or regulation, tt
Contracting Officer or a representative who is a
employee at. the Government shall have the right i
examine and -audit all books, records. documents. an
other data al the Contractor (including computation
and projections) related to negotiating, pricing a
;erforming the modification, in order to evaluate th
accuracy, completeness. and currency of the cost a
pricing data. In the case of pricing any modification
the Comptroller General of the United States or
representative who is an employee of the Governmem
shall have the same rights.
(b) Availability. The Contractor shall make
available• at its office at all reasonable times the
materials described in paragraph (a) above, fat
examination, audit4 or reproduction, until 3 years after
final payment under this contract, or for any other
period specified in Subpart 4.7 of the Federal
Aequisi.tinn Regtdation .(FAR). FAR Subpart 4.7,
Contractor Recards Retention, in effect on the date of
this contract, is incorporated by reference in its
entirety and made a part of this contract.
(1) If this contract is completely or partially
terminated, the records relating to the work terminated
shall be made available for 3 years after any resulting
final termination settlement.
(2) Records pertaining to appeals under the
Disputes clause or to litigation or the settlement of
claims arising under or relating to the performance of
this contract shall be made available until disposition a(
such appeals. litigation. or claims.
(c) The Contractor shall insert a clause containing
all the provisions of this clause, including this
paragraph (c), in all subcontracts over st0,000 under
this contract, altering the clause only as necessary to
identify properly the contracting parties and the
contracting office under the Government prime
contract.
71. FAR 32.214-27—PRICE REDUCTION FOR
DEFECTIVE COST CAR PRICING
DA TA —MOO (FICA TION S— JZtL7[a
11001sti (Alt 19e5 )
(a) This clause shall become operative only for any
modification to *this contract involving aggregate
increases and/or decreases in cost,% plus applicable
profits, of more than $100.0m except that this clause
does not apply to any modification (or which the price
is—
(.: )(1415 IT*
a
QAe;E Z � is
GSA .00k.. 3504 PAGE :a (tom
1L0464
(II I%,m%-.I An atkfit 64 pri:V%:1.11nt)CtrtI.III:
f21 P.isc-d oft Cat-1109 of fn,irkt•t
;,. p•,q Of 1'ufnliprrr Lil 10-111% 1,141 111 viMt,1f11.ta1
' . rriaiul:iu� to tit• !;� t,Cral !n1h!a•: ur
( )1 wt'3} Id+ or regillittQ11.
(h) II any price, includulK prulit, nt.7ttiliated in
t •,�uH� tliXi With any modif c ation toidter this C14MC, was
Oicreated by any significant afmount because (1) the
Contractor or a subcontractor (urntshed cost ur pricing
data thJt Were nul CJnlpletp. accurate. am current as
certilierl in its Certificate of Current Cast ur' Pricing
11.1ta. or (2) a subcontractur or prostsq':tive
str!st',nttractir furnislital the Contractur Cast or pricing
I.Ita that '+t.'re nut eoirIVlete, aCCuratC, aitd current os
certified in the Cuntractur's C:ura(i:ate of C:urrtvit
t:.m or Petting Data. or O) any .if thnat• parhrs
:ar1i1$I14j ilat'a of af+y description that were not
ae:urait, the price slots be reduced accordingly And the
t:..ntract shall be modified to reflect tht: reduction.
This right w a price redti:tion is liffilted to that
resulting train defects in data rclatinb to rnodif'iCV101ts
far +•hit: h this Claux horumcs uperatIvt: under
paragi.iph (a) above.
(e) Ativ redurc non In tMe contra.:: price: ivider
paragraph (h) above due to detective data (rem a
arosar.ave subeanerac or that Was not subsequently
awarded the subcontract shall be limited to the arroulit,
ants applicable overhead and profit markup, by Which
(1) the ae:ual subcontract or (2) the actual cost to the
Contractor, if there Was no subcontract, was less than
:ne prosountive subcontract cast estimate subinitted by
the Catitractart orovided. that the Actual subcontract
ar.ee tads not itsei( alfctited by defective cast or
prietnK data.
'7. FAR 12.214-23--SlJecoivraaCTUIt LUST OR
PRICIvG nATA-FICA TION$---SEALED
si ilO -nvops t9ei )
(a) The require -rents of paragraphs (b) and (c) of
:his c!atiw snail (1) heeotne operative only for any
•tiodilication to this contract involving aggr ,ace
1nt:r gates and/or aecrei.ws in casts, plica applicable
pralits. envecRd to exceed $100.000 and (2) be limited
:A such rmottif cations.
(b) Before awarding any subcwitract expected to
roei.tj $100.000 When entered into. or pricing any
s.,b:ontr&ct modif cat on involving aggregate incruases
and;or alacre.tses in Cont. plus applcable profits.
caa -.tM to e%.a ed $100.000. the Cooitracwr shall
rt.-quire the subcwitractur to submit Gast or pricing data
(ac:aally or by speklie identification in Wriung), unless
tit• pr1jr, to--
(1) based an adosgaats prtee ee�oettttan;
(2) Based on establishet eataluK or market
Writ: cs of commerttal items sold in substdntial
quantities to the general public: or
(3) Set by law or regualtion.
(c) The Cottractor shall require the sfibcontractor
:i ' Certify in sutsttatitWly the torn prescribed , in
s•Ihsc6:tion 13.304-4 of the Fcoerul Acquisatiws
Rr%;,tlation that, to the best oil its knoa•letige aiwl bt:lie(,
Vie data stibinirted tonfhfer paragraph (b) above Were
accurate. cuorvie:e. afid curre-tit .I% col tit• Hate of
a4t.•vnNnt on the• nt•gotiateo price v( me wbo:.ifitr.u;t
.r s•i`woittr: , -nrsrlif t: ation,
1 11 Tne Corifr%ct.ir 41.0 i•t•tf••t VIr vtM:.l�il'.• .tl
, .� .'Lei..•, ur hrhii� t!tta �t,tr�i;•,Ilth G!1, ui r,,a!1
tubeomract clot re+:etads $100,000WhCrl entered into.
74, brit !2.Z11.2•-AI;nIT••NCc(UTIArt11N 011I4 1930
(a) lluitrftitlum, of f,iints. 11 tint is i
i:trit-reunburs�ment, inecritrve, - Ufnt••antl•nNh•rlals.
lahor.hour, ur price-ecdeterininahle cuntract, ar am
combination of these, the Contractor shall
maintain —and ' the Contracting Officer ter
representatives of the Contracting Officer shall hav,)
the right to examine and audit• -books, records.
documents, and other evidence and a C c a u i i I i n g
procedures and practices, suMClr,nt to re(h:rt property
,all costs claimed to have hevil incurred or dntiC:paced
to be incurred in performing this contract. This right
of examination shall include inspection at all reasonabe:
times ul the c fitracti►r's plants, tie parts oil t1w.11.
,engaged in perforintng the cuntract.
(b)' Cost or pricing data. It, pursuant to law, the
Contractor has hecn required to sifhonit cost or pricing
data in connection With pricing this contract ur any
in.xlification to this Contract, the ContractioK U(fit:rr
ur representatives of the Cofttracting Officer %ho .Irk:
employees i)f the Goyertionent shall have IN- right i.i
tc.�amine end audit all hooks, records.. Uwcutiirits, and
other data of the Contractor (incltiding computations
and projections) related to negotiating, pricing, ur
performing the contract or modification, in order to
evaluate the accuracy, completeness, and currency of
the cost or pricing data. The right of examination shall
extend to all documents necessary to permit adequate
evaluation of the cost or pricing data sumbinitted,
along With the computations and projections used.
(C) Reoort S. It the Contractor is required to
furnish cost. funding, or perforfnait:e reports. the
Contracting OMicer or representatives of tt..
C,,ntraeting Officer Who are employees of tl or
Government stall have the right to examine and &unit
books. records, other documents, and supporting
materials, for. the purpose of evaluating (1) the
effectiveness of the Contractor's pol tries and
procedures to produce data compatible With tht:
uhleetives of these reports and (2) the data reported..
(d) Availability. The Contractor shall ina!4c
available at 1.1 office at all reasonable tunes th,r
materials des:ribed in paragraphs (a) and (b) above, for
examination, audit, or reproduction, tintil ) years e!ter
final payment under this contract, or for any shorter
period specified in Subpart 4.7, Contractor Recortls
Retention. of the Federal. Acgttisit ion KegtiLitioi. or (,�r
any longer period requirted by statute or by otlldr
f:launcs of this contract. In addition—
(1) If this contract is coutpletaly or partially
terininated, the records relating to the Work terininatf-:
shall he in3de available for ) years :titer any resul:ing
(trial termnation settlement; and
(2) Records relating to appeals under the
Disputes elattse urn to littgattun or the setticinefit of
maims arising under or relating to this trontrm:t shall Ae
made ivailable until wth appeals. litigation, or clauns
are disaoied of.
(a) The C,ctistractoe shall insert .i clause containing
all the terins of this clause, including this paragraph (e),
1n• alf wht'riitracts over )i10.000 nnfler this cwurac:.
altering the r,l.ittse only as ncct:ssary to ide.^.tt!y
properly the cootir.ictinc parties and the C:antricti-19
tit:lrerun.ler the a:.1yt•r•i11%1-11 prrlit't,.itr.tf :.
11 1/
t= xrrlla17 3
Pr(Ga � Ot= 3
GSA ......i ]Stlb PACE 21 (i -d5 )
A0_4GO4
I-
For purposes of. this Exhibit, the term Contractor may include
Developer and/or any other person or entity who contracts with
the CITY to build the Project.
EXHIBIT C
A. 52.222-26 - Ea al Otinortunitg•(APR 1984)
(Applicable to leases which exceed $10,000)
a. If, during any 12-month period (including the 12 months
preceding the award of this contract), the Contractor
has been or is awarded nonexempt Federal contracts
x
and/or subcontracts that have an aggregate value in
excess of $10,000, the Contractor shall comply with
subparagraphs (b)(1) through (11) below. Upon request,
the Contractor shall provide information necessary to
determine the applicability of this clause.b.During the
performance of this contract, the Contractor agrees as
follows:
(1) The Contractor shall not discriminate against any
employee or applicant for employment because of
race, color, religion, sex, or national origin.
(2) The Contractor shall take affirmative action to
ensure the applicants are employed and that
employees are treated during employment. without
regard to their race, color, religion, sex, or
national origin. This shall include, but not be
limited to, (i) employment, (ii) upgrading, (iii)
demotion, (iv) transfer, (v) recruitment or
recruitment advertising, (vi) layoff or
termination, (vii) rates of pay or other forms of
Page 1 of 25
1046�
I-
compensation, and (viii) selection for training,.
j
including apprenticeship.
(3)
The Contractor shall post in conspicuous places
j
available to employees and applicants for
employment the notices to be provided by the
Contracting officer that explain this clause.
(4)
The Contractor shall, in all solicitations or
advertisements for employees placed by or on
I
behalf of the Contractor, state that all qualified
j
applicants will receive consideration for
i
iemployment
without regard to race, color,
religion, sex, or national origin.
(5)
I.
The Contractor shall send, to each labor union or
f
representative of workers with which it has a
collective bargaining agreement or other contract
or understanding, the notice to be provided by the
Contracting Officer advising the labor union or
workers' representative of the Contractor's
commitments under this clause, and post copies of
the notice in conspicuous places available to
employees and applicants for employment.
(6)
The Contractor shall comply with Executive Order
11246, as amended, and -the rules, regulations, and
orders of the Secretary of Labor.
I (7)
The Contractor shall furnish to the contracting
l
i
i
agency all':information required by Executive Order
11246, as amended, and by the rules, regulations,
Page 2 of 25
IL0464
I-
and orders of the Secretary of Labor. Standard
Form 100 (EEO-1), or *any successor form, is the
prescribed form to be filed within 30- days
following the award, unless filed within 12 months
preceding the date of award.
(8) The Contractor shall permit access to its books,
records, and accounts by the contracting agency or
the Office of Federal Contract Compliance Programs
(OFCCP) for the purposes of investigation to
ascertain the Contractor's compliance with the
applicable rules, regulations, and orders.
-(9) If the OFCCP determines that the Contractor is not
in compliance with this clause or any rule,
regulation, or order of the Secretary of Labor,
this lease may be canceled, terminated, or
suspended in whole or in part and the Contractor
may be declared ineligible for further Government
contracts, under the procedures authorized in
Executive Order 11246, as amended, the rules,
regulations, and orders of the Secretary of Labor,
or as . otherwise provided by law. If this
provision is exercised, the Lessee will reimburse
the CITY its reasonable direct debts, assume
responsibility for bond payments and in return
receive a deed from the CITY.
(10) The Contractor shall include the terms and
conditions of subparagraph (b)(1) through (11) of
Page 3 of 28
1Q464
this clause in every subcontract or purchase
order that is not exempted by the rules,
regulations, or orders of the Secretary of Labor
issued under Executive Order 11246, as amended, so
that these terms and conditions will be binding
upon each subcontractor or vendor.
(11) The Contractor shall take such action with respect
i
to any subcontract or purchase order as the
i
contracting agency may direct as a means of
enforcing these terms and conditions, including
sanctions for noncompliance; provided, that if the
Contractor becomes involved in, or is threatened
with, litigation with subcontractor or vendor as a
result of any direction, the Contractor may
request the United States to enter into the
litigation to protect the interests of the United
States.
i
e. Notwithstanding any other clause in this contract,
i
disputes relative to this clause will be governed by
the procedures in 41 CPR 60-1.1.
B. 52.222-21 Certification of Nonsegrelated Facilities (APR
1984)
a. "Segregated facilities", as used in this provision,
means any waiting rooms, work areas, rest rooms and
i wash rooms, restaurants and other eating areas, time
clocks, locker rooms and other storage or dressing
areas, parking lots, drinking fountains, recreation or
Page 4 of 25
10464
NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR
CERTIFICATIONS OF NONSEGREGATED FACILITIES
A certification of Nonsegregated Facilities must be submitted
before the award of a suboontraot under which the subcontractor
will be subject to the Equal Opportunity clause. The
certification may be submitted either for each subcontract or for
all subcontracts during a period (i.e., quarterly, semiannually,
or annually).
NOTE: The penalty for making false statements in offers is
prescribed in 18 U.S.C. 1001. (Approved by OMB under Control
Number 1215-0072.)
C. 52.219-8 utilization of Small Business- nnnerng and Small
-
Disadvantaged Business Concerns (JUN 1985)
(Applicable to leases which exceed $10,000.)
a. It is the policy of the United States that small
business concerns and small business concerns owned and
controlled by socially and economically disadvantaged
individuals shall have the maximum practicable
opportunity to participate in performing contracts let
by any Federal agency, including contracts and
subcontracts for subsystems, assemblies, components,
and related services for major systems. It is further
the policy of the United States that its prime
contractors establish procedures to ensure the timely
payment of amounts due pursuant to the terms of their
subcontracts with small business concerns and small
business concerns owned and controlled by socially and
economically disadvantaged individuals.
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entertainment areas, transportation and housing
facilities provided for employees, that are segregated
by explicit directive or are in fact segregated on the
basis of race, color, religion, or national origin
because of habit, local custom, or otherwise.
b. By the submission of this offer, the offer certifies
j that it does not and will not maintain or provide for
its employees any segregated facilities at any of its
establishments, and that it does not and will not
permit its employees to perform their services at any
location under its control where segregated facilities
are maintained. The offer agrees that a breach of this
certification is a violation of the Equal Opportunity
clause in the contract.
e. The offeror further agrees that (except where it has
obtained identical certifications from proposed
subeontraotors for specific time periods) it will --
1. Obtain identical certification from proposed
i
subcontractors before the award of subcontracts
under which the subcontractor will be subject to
the Equal Opportunity clause;
2. Retain the certifications in the files; and
3. Forward the following notice to the proposed
subcontractors (except if the proposed
subcontractors have submitted identical
certification for specific time periods).
Page 5 of 25
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i
b. The Contractor hereby agrees to carry out this policy
in the awarding of subcontracts to the fullest extent
oonsistent •with efficient contract performance. The
Contractor further agrees to cooperate in any studies
or surveys as may be conducted by the United States
Small Business Administration or the awarding agency of
the United States as may be necessary to determine the
extent of the Contractor's compliance with this clause.
o. As used in this contract, the term "small business
concern" shall mean a small business as defined
pursuant to Section 3 of the Small Business Act and
relevant regulations promulgated pursuant thereto. The
term "small business concern owned and controlled by
socially and economically disadvantaged individuals"
shall mean a small business concern--
1. Which is at least 51 percent owned by one or more
socially and economically disadvantaged
individuals; or, in the case of any publicly owned
business, at least 51 per centum of the stock of
which is owned by one or more socially and
economically disadvantaged individuals; and
2. Whose management and daily business operations are
controlled by one or more of such individuals.
The Contractor shall presume that socially
and economically disadvantaged individuals include
Black ..Americans, Hispanic Americans, Native
Americans, Asian Paoific Americans, Asian -Indian
Page 7 of 25
10464
Americans and other minorities, or any other
individual found to be disadvantaged by the
Administration pursuant to Section 8(a) of the
Small Business Act.
D. 52.203.1 - Officials Not to Benefits (APR 1984)
No member of 'or delegate to Congress. or resident
commissioner, shall be admitted to any share or part of this
contract, or to any benefit arising from it. However, this
clause does not apply to this contract to the extent that this
contract is made with a corporation for the corporation's general
benefit .
E. 52.215-1 - Examinatinn gf Records by Comptroller General
(APR 1984)
a. This clause applies if this contract exceeds $10,000
and was entered into by negotiation.
b. The Comptroller General of the United States or a duly
authorized representative from the General Accounting
Office shall, until 3 years after final payment under
this contract or for any shorter period specified in
Federal Acquisition Regulation (FAR) Subpart 4.7,
Contractor Records Retention, have access to and the
right to examine any of the Contractor's directly
pertinent books, documents, papers, or other records
involving transactions related to this contract.
o. The Contractor agrees to include in first -tier
subcontracts under this contract a clause to the effect
that the Comptroller General or a duly authorized
Page 8 of 25
:L'04G
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representative from the General Accounting Office
shall, until 3 years after final payment under the
subcontract or for any shorter period specified in FAR
Subpart 4.7, have access to and the right to examine
any of the subcontractor's directly pertinent books,
documents, papers, or other records involving
transactions related to the subcontract.
"Subcontract", as used in this• clause, excludes (1)
purchase orders not exceeding $10,000 and (2)
subcontracts or purchase orders for public utility
services at rates established -to apply uniformly to the
public, plus any applicable reasonable connection
charge.
d. The period of access and examination in paragraphs (b)
and (o) above for records relating to (1) appeals under
the Disputes clause, (2) litigation or settlement of
claims public utility services at rates established for
uniform applicability to the general public.
F. 552.215-70 - Examination of Records by GSA (APR 1984)
(Applicable to leases which exceed $10,000.)
The Contractor agrees that the Administrator of General
Services or any of his duly authorized representatives
shall, until the expiration of 3 years after final payment
under this contract or of the time periods for the
particular records specified in Subpart 4.7 of the Federal
Acquisition Regulations (48 CFR 4.7), whichever expires.
earlier, have access to and the right to examine any books,
f
l
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documents, papers► and records of the Contractor involving
transactions related to this contract or compliance with any
clauses thereunder. The Contractor further agrees to
include in all his subcontracts hereunder a provision to the
effect that the subcontractor agrees that the Administrator
of General Services or any of his duly authorized
i
j representative shall, until the expiration of 3 years after
final payment under the subcontract, or of the time periods
i
for the particular records specified in Subpart 4.7 of the
Federal Acquisition Regulation (48 CFR 4.7), whichever
expires earlier, have access to and the right to examine any
books, documents, papers, records of such sub -Contractor,
involving transactions related to the subcontract or
compliance with any clauses thereunder. The term
"subcontract" as used in this clause excludes .(a) purchase
orders not exceeding $10,000 and (b) subcontracts for
purchase orders for public utility services at rates
established for uniform applicability to the general public.
G. 52.222-35 - Affirmative Action for Special Disabled and
i
i
Vietnam Era Veterans (APR 1984)
(Applicable to leases which exceed $10,000.)
a.. Definitions.
"Appropriate office of the State employment service
system", as used in this clause, means the local office
of the Federal -State national system of public
employment offices assigned to serve the area where the
employment opening is to be filled, including the
Page 10 of 25
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District of Columbia, Guam, Puerto Rico, Virgin island,
American Samoa, and the Trust Territory of the Pacific
Islands.
"Openings that the Contractor proposes to fill
from within its own organization", as used in this
clause, means employment openings for which no one
outside the Contractor's organization (including any
affiliates, subsidiaries, and the parent companies)
will be considered and includes any openings that the
Contractor proposes to fill from regularly established
"recall" lists.
"Openings that the Contractor proposes to fill
under a customary and traditional employer -union hiring
arrangement," as used in this clause, means employment
openings that the Contractor proposes to fill from
union halls, under their customary and traditional
employer -union hiring relationship.
"Suitable employment openings", as used in this
clause--
1. Includes, but is not limited to, openings, that
occur in jobs categorized as--
i. Production and nonproduotion;
ii. Plant and office;
iii. Laborers and mechanics;
iv. Supervisory and nonsupervisory;
V. Technical; and
vi. Executive, administrative, and
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1L0464
professional positions compensated on a salary
basis of less than $25,000 a year; and
2. Includes full-time employment, temporary
employment, but not openings that the Contractor
proposes to fill from within its own organization
or under a customary and traditional employer -
union hiring arrangement, nor openings in an
educational institution that are restricted to
students of that institution.
(b) General.
(1) Regarding any position for which the
employee or applicant for employment is
qualified, the Contractor shall not
discriminate against the individual
because the individual is a special
disabled or Vietnam Era veteran. The
Contractor agrees to take affirmative
action to employ, advance in employment
and otherwise treat qualified special
disabled and Vietnam Era veterans
without discrimination based upon their
disability or veterans' status in all
employment practices such as--
i Employment;
ii Upgrading;
iii Demotion or transfer;'
iv Recruitment;
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v Advertising;
vi Layoff or termination;
vii Rates of pay or other forms
of compensation and;
viii Selection for training,
including apprenticeship.
(2) The Contractor agrees t'o comply with the
rules, regulations, and relevant orders
of the Secretary of Labor (Secretary)
issued under the Vietnam Era Veteran's
Readjustment Assistance Act of 1972 (the
Act), as amended.
(o) Listing openings.-
(1) The Contractor agrees to list
all suitable employment
openings existing at contract
award or occurring during
contract performance at an
appropriate office of the
State employment service
system in the locality where
the opening occurs. These
openings include those
occurring at any Contractor
facility, including one not
connected with performing this
contract. An independent
"r Page 13 of 25
1046
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corporate affiliate is exempt
from this requirement.
(2) State and local Government
agencies holding Federal
Contracts of $10,000 or more
shall also list all their
suitable openings with the
appropriate office of the
State employment service.
(3) The •listing of suitable
employment openings with the
State Employment Service
System is required at least
concurrently with using any
other recruitment source or
effort and involves the
obligations of placing a bona
fide job order, including
accepting referrals of
veterans and nonveterans.
This listing does not require
hiring any particular job
applicant of hiring from any
particular group of job
applicants and is not intended
to relief the Contractor from
any requirements of Executive
Page 14 of 28
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orders. or regulations
concerning nondiscrimination
in employment.
(4) Whenever the Contractor
becomes contractually bound to
the listing terms of this
clause, it shall advise •the
State Employment Service
System, in each State where it
has establishments, of the
name and location of each
hiring location in the State.
As long as the Contractor is
contractually bound to these
terms and has so advised the
State system, it need not
advise the State system of
subsequent contracts. The
Contractor may advise •the
State system when it is no
longer bound by this contract
clause.
(5) Under the most compelling
circumstances, an employment
opening may not be suitable
for listing, including
situations when (i) the
Page 15 of 25
1.04&
Government's needs cannot
reasonably be supplied, (ii)
listing would be contrary to
National security, or (iii)
the requirement- of listing
would not be in the
Government's interest.
(d) Applicability.
(1) This clause does not apply to
the listing of employment
openings which occur and are
.filled outside the SO states,
the District of Columbia,
Puerto Rico, Guam, Virgin
Islands, American Samoa, and
the Trust Territory of the
Pacific Islands.
(2) The terms of paragraph (o)
above of this clause do to
apply to openings that the
Contractor proposes to fill
from within its own
organization or under a
customary and traditional
employer -union hiring
arrangement. This conclusion
does not apply to a particular.
Page 16 of 28
10464
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opening once an employer
decides to consider applicants
outside of its own
organization nor employer -
union arrangement for that
opening.
(e) Postings.
(1) The Contractor agrees to post
employment notices stating (i)
the Contractor's obligation
under the law to take
affirmative action to employ
and advance in employment
qualified special disabled
veterans and veterans of the
Vietnam Era, and (ii) the
rights of applicants and
employees.
(2) These notices shall be posted
in conspicuous places that are
available to employees and
applicants for employment.
They shall be in a form
prescribed by the Director,
OFCCP, Department of Labor
(Director), and provided by or
through the Contracting
Officer.
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(3) The Contractor shall notify
each labor union or
representative of workers with
which it has a collective
bargaining agreement or other
contract understanding, that
the Contractor is bound by the
terms of the Act, and is
committed to take affirmative
action to employ, and advance
in employment, qualified
special disabled and Vietnam
Era veterans.
Noncompliance. If the Contractor
does not comply with the
requirements of this clause,
appropriate actions may be taken
under the rules, regulations, and
relevant orders of the Secretary
issued pursuant to the Act.
(g) Subcontracts. The Contractor shall
include the items of the clause in
every subcontract or purchase order
of $10,000 or more unless exempted
by rules, regulations or orders of
the Secretary. The Contractor
shall act as specified by the
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Director to enforce the terms,
including action for noncompliance.
H. 52.222-36 - Affirmative Action for Handicapped Workers
(a) General.
(1) Regarding any position for which the employee or
applicant for employment is qualified, the Contractor
shall not discriminate against any employee or
applicant because of physical or mental handicap. The
Contractor agrees to take affirmative action to employ,
advance in employment and otherwise treat qualified
handicapped individuals without discrimination based
upon their physical or mental 'handicap in all
employment practices such as--
(i) Employment;
(ii) Upgrading;
(iii) Demotion or transfer;
(iv) Recruitment;
(v) Advertising;
(vi) Layoff or termination;
(vii) Rates of pay or other forms of compensation; and
(viii) Selection for training, including
apprenticeship.
(2) The Contractor agrees to comply with the rules,
regulations, and relevant orders of the Secretary of
Labor (Secretary) issued under the Rehabilitation Act
of 1973 (29 USC.793) (the Act), as amended.
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(b) Postings.
I
i (1) The Contractor agrees to post employment notices
i
stating (i) the Contraotor's obligation under the law
to take affirmative action to employ and advance in
employment qualified handicapped individuals and (ii)
j the rights of applicants and employees.
(2) These -notices shall be posted in conspicuous placed
i
j that are available to employees and applicants for
I
employment. They shall be in a form prescribed by the
Director, OFCCP, Department of Labor (Director), and
i
provided by or through the Contracting Officer.
(3) The Contractor shall notify each labor union or
representative of workers with which it- has a
collective bargaining agreement V1• other contract
understanding, that the Contractor is bound by the
terms of Section 503 of the Act and is committed to
i
take affirmative action to employ, and advance in
employment, qualified physically and mentally
handicapped individuals.
(o) Noncompliance. If the Contractor does not comply
i
with the requirements of this clause, appropriate
actions may be taken under the rules, regulations, and
relevant orders of the Secretary issued pursuant to the
Aot.
(d) Subcontracts. The Contractor shall include the terms of
i
this clause in every subcontract or purchase order in excess
j of $2,500 unless exempted by rules, regulations, or orders
Page. 20 of 25
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of the Secretary. The Contractor shall act as specified by
the Director to enforce the terms, including action for
noncompliance.
I. 52.219-9 - Small Businesm and Small Disadvantaged Business
Subcontracting Plan (APR 1984)
(Applicable to leases which exceed $5OO,OOO.)
(a) This lease incorporates the clause at FAR 52.219-9 by
reference. It has the same force and. effect as if it
were included in full text.
(b) If the Offeror indicates he is not a small business as
defined in this lease, and the value of this lease over
its firm term or for any option period exceeds
$50O,OOO., he will be required to execute an acceptable
small business subcontracting plan. Said
subcontracting plan will be. incorporated into the
contract as a material part thereof. If the
subcontracting plan is required for only the option
period, it shall be executed and incorporated into the
contract for the option period .prior to exercise of
the option. Copies of the requirements and a suggested
format are available from the Contracting Officer upon
request.
J. Minority Participation
The parties will be required to comply with all applicable
federal, state and local affirmative action legislation and
regulations, including City of Miami Minority and Women
Business Affairs and Procurement Ordinance •No. 10062. For
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purposes of accomplishing this project whether by public or
private means, the more restrictive City of Miami
legislation and regulations shall apply.
S. Contract Disputes Act
a. This contract is subject to the Contract Disputes Act
of 1978 (41 USC 601-613) (the Act).
b. Except as provided in the Act, all disputes arising
under or relating to this contract shall be resolved
under this clause..
c. "Claim", as used in this clause,, means a written demand
or written assertion by one of the contracting parties
seeking, as a matter of right, the payment of money in
a sum certain, the adjustment or interpretation of
contract terms, or other relief arising under or
relating to this contract. A claim arising under a
contract, unlike a claim relating to that contract, is
a claim that can be resolved under a contract's clause
that provides for the relief sought by the claimant.
However, a written demand or written assertion by the
Contractor seeking the payment of money exceeding
$50,000 is not a claim under the Act until certified as
required by subparagraph (d)(2) below. A voucher,
invoice, or other routine request for payment. that is
not in dispute when submitted is not a claim under the
Act. The submission may be converted to a claim under
the Act, by complying with the submission and
certification requirements of this clause, if it is
Page 22 of 25
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disputed either as to liability or amount or is not
acted upon in a reasonable time.
d. 1. A claim by the Contractor shall be made in writing
and submitted to the Contracting Officer for a
written decision. A claim by the GOVERNMENT
against the Contractor shall be subject to a
written decision by the Contracting Officer.
2. For Contractor Claims exceeding $50,000, the
Contractor shall submit with the ' claim a
certification that =-
i. The claim is made in good faith;
ii. Supporting data are accurate and complete to
the best of the Contractor's knowledge and
belief; and
iii. The amount requested accurately reflects the
contract adjustment for which the Contractor
believes the GOVERNMENT is liable.
3. 1. If the Contractor is an individual, the
certification shall be executed by that
individual.
ii. If the Contractor is not an individual, the
certification shall be executed by -
a. A senior company official in charge at
the Contractor's plant or location
involved; or
b. An officer or general partner of the
Contractor having overall responsibility
t Page 23 of 28
IL0464
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for the conduct of the Contractor's
affairs.
e. For Contractor Claims of $50,000 or less, the
Contracting Officer must, if requested in writing by
the Contractor, render a decision within 60 days of the
request. For Contractor Certified Claims over $50,00O,
the Contracting Officer must, within 60 days, decide
the claim or notify the Contractor of the date by which
the decision will be made.
f. The Contracting Officer's decision shall be final
unless the Contractor appeals or files a suit as
provided in the Act.
g. The GOVERNMENT' shall pay, interest on the amount found
aue ana unpaid from (1) the date the Contracting
Officer receives the claim (properly certified if
required), or (2) the date payment otherwise would be
due, if that date is later, until the date of payment.
Simple interest on claims shall be paid at the rate,
fixed by the Secretary of Treasury as provided in the
Act, which is applicable to the period during which the
Contracting Officer receives the claim and then at the
rate applicable for each six month period as fixed by
the Secretary of Treasury during the pendency of the
claim.
h. The Contractor shall proceed diligently with
performance of this contract, pending final resolution
of any request for relief, claim, appeal, or action
Page 24 of 25
10464
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arising under the contract, and comply with any
decision of the Contracting Officer.
Page 25 of 25
e f •
MIAMI REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
Before the undersigned authority personally appeared
Octelma V. Ferbeyre, who on oath says that she Is the
Supervisor of Legal Advertising of the Miami Review, a daily
(except Saturday, Sunday and Legal Holidays) newspaper,
published at Miami in Dade County, Florida; that the attached
copy of advertisement, being a Legal Advertisement of Notice
In 1)7ItWIMIAMI
ORDINANCE NO. 10464
RE: CONSTRUCTION AND DEVELOPMENT
OF AN OFFICE BUILDING TO BY OWNED BY
THE CITY AND LEASED TO THE U.S. GENERAL
SERVICE ADMINISTRATION.
In the ........... X..X..X...................... Court,
was published in said newspaper in the Issues of
August 4, 1988
Afflant further says that the said Miami Review is a
newspaper published at Miami in said Dade County, Florida,
and that the said newspaper has heretofore been continuously
published in said Dade County, Florida, each day (except
Saturday, Sunday and Legal Holidays) and has been entered as
second class mall matter at the post office In Miami in said
Dade County, Florida, for a period of one year next preceding
the first publication of the attached copy of advertisement; and
affiant further says that she has net aid nor promised any
person, firm or corporation any co&n rebate, commission
or refynd for the purpose of &ring is advertisement for
publ align In the said news r.
``%; ,'Otvorn. tp pn?1`9140Z��ed before me this
4 ... day o>;`.'�.•.�. . ^�......�A.D. 19.. 88,
Janet•SOiMez
Nqary Publicrjtate m Mori t Large
(SEAL) M%. tt Nv B`-�
My CommisSIO eaAreg June 21,
MR 115 ,,�',P4 0fR1 ptP,P���
IV I
(gttLt of 4niaint
f
MA"Y HIRAI
City Clerk
o t
7�C0 F10��
August 31, 1988
Dexter Lehtinen, U.S. Attorney
155 S. Miami Avenue
7th floor
Miami, FL 33130
Dear Mr. Lehtinen:
MAR H. 0010
City Manager
Pursuant to your request and pursuant to City Commission
direction, enclosed please find a verbatim transcript of
discussion of emergency ordinance in connection with the
construction of a city owned office building to be leased to the
United States General Services Administration.
If you have any questions, please do not hesitate to call.
Very truly yours,
0
Matty Hirai
City Clerk
MH:s1
ENC: a/s
OFFICE OF THE CITY CLERK/City Hall/3500 Pan American Drive/P.O.Box 330706/Miami, Florida 33233.0708/(305) 579-6065