HomeMy WebLinkAboutExhibitFCT Contract Number _-C]'-
FLORIDA COMMUNITIES TRUST
06-025-FF6
FERN ISLE PARK EXPANSION
CSFA # 52002
GRANT CONTRACT
THIS AGREEMENT is entered Into by and between the FLORIDA COMMUNITIES TRUST
("FCT"), a non -regulatory agency within the State of Florida Department of Community Affairs, and
CITY OF MIAMI, a local government of the State of Florida ("Recipient").
THIS AGREEMENT IS ENTERED INTO BASED ON THE FOLLOWING FACTS:
WHEREAS, the intent of this Agreement is to impose terms and conditions on the use of the
proceeds of certain bonds, hereinafter described, and the lands acquired with such proceeds ("Project
Site"), that are necessary to ensure compliance with applicable Florida law and federal income tax
law and to otherwise implement the provisions of Sections 259.105, 259.1051 and Chapter 380, Part
III, Florida Statutes;
WHEREAS, Chapter 380, Part HI, Fla. Stat., the Florida Communities Trust Act, creates a
non -regulatory agency within the Department of Community Affairs ("Department") which will
assist local governments in bringing into compliance and implementing the conservation, recreation
and open space, and coastal elements of their comprehensive plans or in conserving natural
resources and resolving land use conflicts by providing financial assistance to local governments and
nonprofit environmental organizations to carry out projects and activities authorized by the Florida
Communities Trust Act;
WHEREAS, FCT is Funded through either Section 259.105(3)(c), Fia. Stat. of the Florida
Forever Act, which provides for the distribution of twenty-two percent (22%), less certain
reductions, of the net Florida Forever Revenue Bond proceeds to the Department, or any other
revenue source designated by the Florida Legislature to provide land acquisition grants to local
governments and nonprofit environmental organizations for the acquisition of community -based
projects, urban open spaces, parks and greenways to implement local comprehensive plans;
WEI REAS, the Florida Forever Revenue Bonds are issued as tax-exempt bonds, meaning
the interest on the bonds is excluded from the gross income of bondholders for federal income tax
purposes;
WHEREAS, Rule 9K-7, Florida Administrative Code ("F.A.C.") sets forth the procedures for
the evaluation and selection of lands proposed for acquisition and Rule 9K-8, F.A.C. sets forth the
acquisition procedures;
WHEREAS, on September 14, 2006 the FCT Governing Board scored, ranked and selected
projects to receive approval for funding;
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WHEREAS. the Recipient's project. described in an application submitted for evaluation,
was selected for funding in accordance with Rule 9K-7, F.A.C., and by executing this Agreement the
Recipient reaffirms the representations made in its application;
WHEREAS, Rule 9K-7.009(1), F.A.C. authorizes FCT to impose conditions for funding on
those FCT applicants whose projects are selected for funding; and
WHEREAS, the purpose of this Agreement is to set forth the conditions that must be
satisfied by the Recipient prior to the disbursement of any FCT Florida Forever funds awarded, as
well as the restrictions that are imposed on the Project Site subsequent to its acquisition with Bond
proceeds. Since the entire Project Site has not yet been negotiated for acquisition, some elements of
the project are not yet known such as the purchase price, other project costs, and the terms upon
which an owner will voluntarily convey the property.
NOW THEREFORE, FCT and the Recipient mutually agree as follows:
L PERIOD OF AGREEMENT
1. This Agreement shall begin upon the Recipient's project being selected for funding
and shall end October 1, 2007 ("Expiration Date"), unless extended as set forth below or unless
terminated earlier in accordance with the provisions of Article XIII of this Agreement.
2. FCI' may extend this Agreement beyond the Expiration Date if the Recipient
demonstrates that significant progress is being made toward Project Plan approval or that
extenuating circumstances warrant an extension of time. A request for an extension. shall fully
explain the reason for the delay and why the extension is necessary and shall be provided to FCT in
accordance with paragraph V. l . prior to the Expiration Date. If the Recipient does not request an
extension, or if a requested extension is not granted by FCT, the Recipient's award shall be
rescinded and this Agreement shall terminate.
II, MODIFICATION OF AGREEMENT-
1. Either party may request modification of the provisions of this Agreement at any
time. Changes which are mutually agreed upon shall be valid only when reduced to writing and duly
signed by each of the parties hereto. Such amendments shall be incorporated into this Agreement.
III. DEADLINES
1. At least two original copies of this Agreement shall be executed by the Recipient and
returned to the FCT office at 2555 Shumard Oak Boulevard, Tallahassee, FL 32399-2100, as soon as
possible and before November 19,2006. If the Recipient requires more than one original document,
the Recipient shall photocopy the number of additional copies needed and then execute each as an
original document. Upon receipt of the signed Agreements, FCT shall execute the Agreements,
retain one original copy and return all other copies that have been executed to the Recipient.
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2. The Recipient and its representatives shall know of and adhere to all project deadlines
and devise a method of monitoring the project. Deadlines stated in this Agreement, as well as
deadlines associated with any FCT activity relating to the project, shall be strictly enforced. Failure
to adhere to deadlines may result in delays in the project, allocation of time or resources to other
recipients that respond timely or termination of this Agreement by FCT.
3. The Recipient shall submit the documentation required by this Agreement to FCT as
soon as possible so that the Project Site may be acquired in an expeditious manner.
4. If the Recipient is identified in paragraph V.4. below as the party responsible for all
negotiation and acquisition activities, the Recipient shall provide a monthly status report to FCT of
Project Site acquisition activities. The monthly report shall contain the dates that appraisals are
ordered and due, as well as the dates that purchase agreements are sent to sellers and the status of
each contract, as appropriate.
5. No later than November 19, 2006, the Recipient shall deliver to FCT a written
statement from the Project Site property owner(s) evidencing that the owner(s) is willing to entertain
an offer from the Recipient and FCT, if not previously provided in the Application. No acquisition
activity shall be commenced prior to FCT receipt of this statement.
6. No later than November 19, 2006, the Recipient shall deliver to FCT the executed
Confidentiality Agreement provided to the Recipient by FCT, pursuant to Rule 9K-8.008(3), F.A.C.
No acquisition activity shall be commenced prior to FCT receipt of the executed Confidentiality
Agreement.
7, The party named in paragraph V.4. below as the party responsible for all negotiation
and acquisition activities shall provide the following:
a. Title report(s) and appraisal(s), as required by Rule 9K-8.007(1-4),
F.A.C., for review by a date not to exceed one hundred twenty (120) days
after the Recipient's project is selected for funding. Prior to the delivery
of awarded FCT funds, the appraisal(s) shall be reviewed and, upon approval,
the Maximum Approved Purchase Price ("MAPP"), as provided in Rule 9K-
8.007(5) and (6), F.A.C., shall be determined; and
b. Purchase Agreement(s), as defined by Rule 9K-8.002(16), based on the
Acquisition Plan, if applicable, to be approved by FCT and sent to the
property owner(s) within forty-five (45) days of receipt of the 'appraisal
review memo from FCT establishing the MAPP.
IV. FUNDING PROVISIONS
1. The FCT Florida Forever award granted to the Recipient ("FCT Award") will in no
event exceed the lesser of Seventy One Point Seventy Two Percent (71.72%) of the final Project
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Costs, as defined in Rule 9K-7,002(29), F.A.C., or Six Million Six Hundred Thousand Dollars And
Zero Cents ($6,600,000.00) unless FCT approves a different amount after determination of the
MAPP.
The FCT Award is based on the Recipient's estimate of final Project Costs in its application, as well
as the Limitation of Award provided in Rule 9K-7.003(3), F.A.C. and advertised in the Notice of
Application. When disbursing the FCT Award, FCT shall recognize only those Project Costs
consistent with the definition in Rule 9K-7.002(29), F.A.C. FCT shall participate in the land cost at
either the actual purchase price or the MAPP, whichever is less, multiplied by the percent stated in
the above paragraph.
2. The FCT Governing Board selected the Recipient's Application for funding in order
to acquire the entire Project Site identified in the Application. FCT reserves the right to withdraw or
adjust the FCT Award if the acreage that comprises the Project Site is reduced or the project design
is changed so that the objectives of the acquisition cannot be achieved. FCT shall consider any
request for Project Site boundary modification in accordance with the procedures set forth in Rule
9K-7.010, F.A.C.
If the Project Site is comprised of multiple parcels and multiple owners, an Acquisition Plan, as
defined in 9K-7.002(2). F.A.C., was required in the application. FCT reserves the right to withdraw
or adjust the FCT Award if the priority parcel(s) or a significant portion ofthe Project Site identified
in the Acquisition Plan cannot be acquired.
3. The FCT Award shall be delivered either in the form of Project Costs prepaid by FCT
to vendors or in the form of a State of Florida warrant at the closing of the Project Site, payable to
the Seller or the Seller's designated agent authorized by law to receive such payment, provided the
Comptroller determines that such disbursement is consistent with good business practices and can be
completed in a manner minimizing costs and risks to the State of Florida. if the Project Site is
comprised of multiple parcels, FCT shall deliver at the closing of each parcel only the share of the
FCT Award that corresponds to the parcel being closed. FCT shall prepare a grant reconciliation
statement prior to the closing of the Project Site parcel that evidences the amount of Match provided
by the Recipient, if any is required, and the amount of the FCT Award. Funds expended by FCT for
Project Costs shall be recognized as part of the FCT Award on the grant reconciliation statement.
4. Ifa Match is required, it shall be delivered in an approved form as provided in Rule
9K-7.002(22), F.A.C. i f the value of land is the source of the Match, the MAPP shall determine the
value ofthe Match. lithe Project Site is comprised of multiple parcels, the Recipient shall deliver at
the closing of each parcel the share of the Match that corresponds to the parcel being closed. Funds
expended by the Recipient fbr Project Costs shall be recognized as part of the Match on the grant
reconciliation statement.
5. By executing this Agreement, the Recipient affirms that it is ready, willing and able
to provide a Match, if any is required.
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6. If the Recipient is the local government having jurisdiction over the Project Site, and
an action by the Recipient subsequent to the FCT Governing Board selection meeting results in a
governmentally derived higher Project Site land value due to an enhanced highest and best use, FCT
acquisition activities shall be terminated unless the Seller agrees that the appraisal(s) will be based
on the highest and best use of the Project Site on or before the FCT Governing Board selection
meeting.
7. FCT' performance and obligation to pay under this Agreement is contingent upon an
annual appropriation by the Florida Legislature, and is subject to any modification in accordance
with Chapter 216, Fla. Stat. or the Florida Constitution.
V. NOTICE AND CONTACT
1. All notices provided under or pursuant to this Agreement shall be in writing and
delivered either by hand delivery or first class, certified mail, return receipt requested, to:
Florida Communities Trust
2555 Shumard Oak Boulevard
Tallahassee, FL 32399-2100
2. All contact and correspondence from FCT to the Recipient shall be through the key
contact. Recipient hereby notifies FCT that the following administrator, officer or employee is the
authorized key contact on behalf of the Recipient for purposes of coordinating project activities for
the duration of the project:
Name:
Title:
Address:
Phone: -- —... --- Fax:
E-mail:
3. The Recipient authorizes the administrator, employee, officer or representative
named in this paragraph to execute all documents in connection with this project on behalf of the
Recipient, including, but not limited to, the Grant Contract or any addenda thereto, purchase
agreement(s) for the property, grant reconciliation statement, closing documents; statements
submitted as a part of the Project Plan and Declaration of Restrictive Covenants.
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Name:
Title:
Address:
Phone: Fax:
Email:
4. I fthe Project Site consists of five or fewer ownerships, as reflected on the Acquisition
Plan, either FCT or the Recipient may act as the party responsible for all negotiation and acquisition
activities. If the Project Site consists of six or more ownerships, as reflected on the Acquisition
Plan, the Recipient shall act as the party responsible for all negotiation and acquisition activities.
The Recipient hereby notifies FC'l'that [Note: Elect FCT
or Recipient] will be the party responsible for all negotiation and acquisition activities. If the
Recipient is named herein and represented by an agent, the Recipient hereby notifies FCT that the
Recipient's agent is:
Name:
Title:
Address:
Phone: Fax:
E,mai l:
5. In the event that different representatives or addresses are designated for either
paragraph 2., 3., or 4. above after execution of this Agreement, notice of the changes shall be
rendered to FCT as provided in paragraph 1. above.
6. The Recipient hereby notifies FCT that the Recipient's Federal Employer
Identification Number(s) is
VI. PROJECT PLAN,APPROVAL; PRE -CLOSING REQUIREMENTS
I . Prior to FC ]' approval of the signed purchase agreement(s), closing(s) of the real
estate transaction(s) to acquire the Project Site and final disbursement of the FCT Award, the
Recipient shall submit to FCT and have approved a Project Plan that complies with Rule 9K-8.011,
F.A.C. The Project Plan shall not be considered by FCT unless it is organized with a table of
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contents and includes all ol'thc I'bllowing documents to ensure that the interest of the State of Florida
will be protected:
a. A purchase agreement, in a form previously approved by FCT staff, fully
executed by both the Seller and the Recipient, that is based on an appraisal(s)
approved by FCT and consistent with the requirements of Rule Chapter 9K-
8. F.A.C.
b. A letter from FCT indicating approval of the Management Plan written in
accordance with Rule 9K-7.011, F.A.C., and as described in Article VII
below.
c. A statement of the Project Costs.
d. A statement of the amount of the award being requested from FCT.
e. Supporting documentation that the conditions imposed as part of this
Agreement have been satisfied.
f. A signed statement by the Recipient that the Recipient is not aware of any
pending criminal, civil or regulatory violations imposed on the Project Site
by any governmental agency or body.
A signed statement by the Recipient that all activities under this Agreement
comply vith all applicable local, state, regional and federal laws and
regulations, including zoning ordinances and the applicable adopted and
approved comprehensive plan.
h. Additional documentation as may be requested by FCT to provide Reasonable
Assurance, as set forth in paragraph V11.4. below.
2. FCT shall approve the terms under which the interest in land is acquired pursuant to
Section 380.510(3), Fla. Stat. Such approval is deemed given when FCT approves and executes the
purchase agreement for acquisition of the Project Site, further described in paragraph VI.1.a. above.
3. Ail real property shall be obtained through a Voluntarily -Negotiated
Transaction, as defined in Rule 9K-7.002(41). The use of or threat of condemnation is not
considered a Voluntarily -Negotiated Transaction.
4. All invoices for Project Costs, with proof of payment, shall be submitted to FCT and
be in a detail sufficient for a proper audit thereof.
5, The Recipient may, and is strongly encouraged to, request a courtesy review of its
Project Plan prior to its submission for approval.
g.
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6. Title to the Project Site shall be titled in the Recipient, unless the Recipient
specifically requests that title shall permanently vest in the Board of Trustees of the Internal
Improvement Trust Fund (-Trustees-). Such request shall be subject to the approval of FCT and the
Trustees. The Recipient hereby elects that title to the Project Site shall be vested in
[Note: Insert either the name
of the Recipient or Board of frustees of Internal improvement Trust Fund.] lfthe Recipient elects
that title shall vest in the "Trustees, then all acquisition activities shall be administered by the
Division of State Lands as specified in Section 253.025, Fla. Stat. and Rule 18-1, F.A.C. FCT
signature of this Agreement shall constitute approval of this election.
7. The transfer of title to the Recipient for the Project Site shall not occur until the
requirements for the acquisition of lands, as specified in Section 380.507(1 1), Fla. Stat. and Pule
Chapter 9K-8, F.A.C., have been fully complied with by the Recipient and FCT, FCT has approved
the Project Plan and the Recipient has complied with all Purchase Agreement requirements.
8. The deed transferring title of the Project Site to the Recipient shall set for the
executory interest of the Board of Trustees of the Internal Improvement Trust Fund.
VII. MANAGEMENT PLAN; ANNUAL STEWARDSHIP REPORT
1. Prior to approval of the Project Plan, signature of the purchase agreement(s),
closing(s) of the real estate transaction(s) and final disbursement of the FCT Award, the Recipient
shall submit to FCT and have approved a Management Plan that complies with Rule 9K-7.011,
F.A.C, and addresses the criteria and conditions set forth in Articles VII, VIII, IX, X and XI herein.
The Recipient is strongly urged to coordinate with FCT staff in order to ensure that FCT approval of
the Management Plan occurs prior to the closing date of the real estate transaction(s) associated with
the Project Site and the disbursement of the FCT Award.
2. The Management Plan explains how the Project Site will be managed to further the
purposes of the project and meet the terms and conditions of this Agreement, The Management Plan
shall include the following:
a. An introduction containing the project name, location and other background
information relevant to management.
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b. The stated purpose for acquiring the Project Site as proposed in the
Application and a prioritized list of management objectives.
c. The identification of known natural resources including natural communities,
listed plant and animal species, soil types, and surface and groundwater
characteristics.
d. A detailed description of all proposed uses including existing and proposed
physical improvements and the impact on natural resources.
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e. A detailed description of proposed restoration or enhancement activities, if
any. including the objective of the effort and the techniques to be used.
f. A scaled site plan drawing showing the Project Site boundary, existing and
proposed physical improvements and any natural resource restoration or
enhancement areas.
The identification and protection of known cultural or historical resources
and a commitment to conduct surveys prior to any ground disturbing activity,
if'applieable.
h. A description of proposed educational displays and programs to be offered, if
applicable.
i, A description of how the management will be coordinated with other
agencies and public lands, if applicable.
A schedule for implementing the development and management activities of'
the Management Plan.
k. Cost estimates and funding sources to implement the Management Plan,
3. If the Recipient is not the proposed managing entity, the Management Plan shall
include a signed agreement between the Recipient and the managing entity stating the managing
entity's willingness to manage the site, the manner in which the site will be managed to further the
purpose(s) of the project and the identification of the source of funding for management.
In the event that the Recipient is a partnership, the Recipient shall also provide FCT with the
interlocal agreement that sets forth the relationship among the partners and the fiscal and
management responsibilities and obligations incurred by each partner for the Project Site as a part of
its Project Plan.
4. To ensure that future management funds will be available for the management of the
site in perpetuity pursuant to Section 259.105 and Chapter 380, Part III, FIa.Stat., the Recipient(s)
shall be required to provide FCT with Reasonable Assurance, pursuant to Rule 9K-7.002(32),
F.A.C., that it has the financial resources, background, qualifications and competence to manage the
Project Site in perpetuity in a reasonable and professional manner. Where the Recipient does not
include at least one Local Government, FCT may require the Recipient to do one, or more, of the
following: post a performance or other bond in an amount sufficient to ensure that the Project Site
shall be reasonably and professionally managed in perpetuity; establish an endowment or other fund
in an amount sufficient to ensure performance; provide a guaranty or pledge by the Local
Government, in whose jurisdiction the Project Site is located, which shall require the Local
Government to take over theresponsibility for management of the Project Site in the event the
Recipient is unable to, and may require the Local Government to be a named co-signer on the
g.
j•
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Declaration of Restrictive Covenants; or provide such other assurances as the Governing Board may
deem necessary to adequately protect the public interest.
5. The Recipient shall, through its agents and employees, prevent the unauthorized use
of the Project Site or any use thereof not in conformity with the Management Plan approved by FCT.
6. All buildings, structures, improvements and signs shall require the prior written
approval of FCT as to purpose. Further, tree removal, other than non-native species, and major
land alterations shall require the written approval of FCT. The approvals required from FCT
shall not be unreasonably withheld upon sufficient demonstration that the proposed structures,
buildings, improvements, signs, vegetation removal or land alterations will not adversely impact
the natural resources of the Project Site. FCT's approval of the Recipient's Management Plan
addressing the items mentioned herein shall be considered written approval from FCT.
7, As required by Rule 9K-7.013, F.A.C., each year after FCT reimbursement of Project
Costs the Recipient shall prepare and submit to FCT an annual stewardship report that documents
the progress made on implementing the Management Plan.
VIII. SPECIAL MANAGEMENT CONDITIONS
In addition to the Management Plan conditions already described in this Agreement, which apply to
all sites acquired with FCT funds, the Management Plan shall address the following conditions that
are particular to the project site and result from either representations made in the application that
received scoring points or observations made by FCT staff during the site visit described in Rule 9K-
7.009(1), F.A.C.:
1. Two or more resource -based outdoor recreational facilities, including a pavilion,
nature trail, and wildlife observation platform shall be provided. The facilities shall be
developed in a manner that allows the general public reasonable access for observation and
appreciation of the natural resources on the project site without causing harm to those resources.
2. Two or more user -oriented outdoor recreational facilities, including a playground and
soccer field, shall be provided. The facilities shall be located and designed to have minimal
impacts on natural resources on the project site.
3. A permanent recognition sign, a minimum size of 3' x 4', shall be maintained in the
entrance area of the project site. The sign shall acknowledge that the project site was purchased
with funds from the Florida Communities Trust Program and the Recipient.
4. Interpretive signage shall be provided to educate visitors about the natural environment
or the history of the site.
5. At least 12 regularly scheduled and ongoing educational classes or programs that
promote the protection of environmental resources shall be provided at the project site.
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6. A staffed neighborhood recreation center shall be developed on the project site to
provide year round education classes or programs.
7. The location and design of any parking facility shall be designed to have minimal
impacts on natural resources. The parking area shall incorporate pervious materials wherever
feasible,
8. The quality of surface waters shall be improved by the installation ofstormwater
facilities on the project site that provide wildlife habitat and/or open space in a park like setting.
The development of the stormwater facilities shall be coordinated with the South Florida Water
Management District.
9. A comprehensive landscaping plan will be developed for the project site. The
landscaping plan will make significant use of native plants.
10. Approximately 800' of disturbed shoreline shall be restored to a natural condition in
terms of biological composition and ecological function. The invasive exotic vegetation will be
removed and the area replanted with native vegetation.
11. An ongoing monitoring and control program for invasive vegetation including exotic
(non-native) and nuisance native plant species shall be implemented at the project site. The
objective of the control program shall be the elimination of invasive exotic plant species and the
maintenance of a diverse association of native vegetation. The management plan shall reference
the Exotic Pest Plant Council's list of Florida's Most Invasive Species to assist in identifying
invasive exotics on the project site.
12. A feral animal removal program shall be developed and implemented for the project
site.
13. Prior to the commencement of any proposed development activities, measures will be
taken to determine the presence of any archaeological sites. All planned activities involving
known archaeological sites or potential site areas shall be closely coordinated with the
Department of State, Division of I listoric Resources in order to prevent the disturbance of
significant sites.
14. Bike parking stands shall be installed at the project site to provide an alternative to
automobile transportation to the project site.
15. The development and management of the project site shall be coordinated with the
agencies managing the Miami River Greenway to ensure the project site is managed as part of a
linked trail system.
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IX. DECLARATION OF i7ESTRIC'I'IVE COVENANTS REQUIREMENTS IMPOSED
BY CHAPTER 259 AND CHAPTER 380, PART III, FLA. STAT.
I . Each parcel in the Project Site to which the Recipient acquires title shall be subject to
a Declaration of Restrictive Covenants describing the parcel and containing such covenants and
restrictions as are, at a minimum, sufficient to ensure that the use of the Project Site at all times
complies with Sections 375.051 and 380.510, Fla. Stat.; Section 11(e), Article VII of the Florida
Constitution; the applicable bond indenture under which the Bonds were issued; and any provision
of the Internal Revenue Codc or the regulations promulgated thereunder that pertain to tax exempt
bonds. The Declaration of Restrictive Covenants shall contain clauses providing for the conveyance
of title to the Project Site to the Trustees, or a nonprofit environmental organization or government
entity, upon failure to comply with any of the covenants and restrictions, as further described in
paragraph 1 below.
2. The Declaration of Restrictive Covenants shall also restate the conditions that were
placed on the Project Site at the time of project selection and initial grant approval. The Declaration
of Restrictive Covenants shall be executed by FCT and the Recipient at the time of the closing ofthe
Project Site and shall be recorded by the Recipient in the county(s) in which the Project Site is
located.
3. If any essential term or condition of the Declaration of Restrictive Covenants is
violated by the Recipient or by some third party with the knowledge of the Recipient, the Recipient
shall be notified of the violation by written notice given by personal delivery, registered mail or
registered expedited service. The recipient shall diligently commence to cure the violation or
complete curing activities within thirty (30) days after receipt of notice ofthe violation. If the curing
activities can not be reasonably completed within the specified thirty (30) day time frame, the
Recipient shall submit a timely written request to the FCT Program Manager that includes the status
of the current activity, the reasons for the delay and a time frame for the completion of the curing
activities. FCT shall submit a written response within thirty (30) days of receipt of the request and
approval shall not be unreasonably withheld. It is FCT's position that all curing activities shall be
completed within one hundred twenty (120) days of the Recipient's notification of the violation.
However, if the Recipient can demonstrate extenuating circumstances exist to justify a greater
extension of time to complete the activities, FCT shall give the request due consideration. If the
Recipient fails to correct the violation within either (a) the initial thirty (30) day time frame or (b)
the time frame approved by FCT pursuant to the Recipient's request, fee simple title to all interest in
the Project Site shall be conveyed to the Trustees unless FCT negotiates an agreement with another
local government, nonprofit environmental organization, the Florida Division of Forestry, the
Florida Fish and Wildlife Conservation Commission, the Department of Environmental Protection or
a Water Management District,,.wlih agrees to accept title and manage the Project Site. FCT shall
treat such property in accordance with Section 380.508(4)(e), Fla. Stat,
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X. GENERAL OBLIGATIONS OF THE RECIPIENT AS A CONDITION OF PROJECT
FUNDING
1. The interest acquired by the Recipient in the Project Site shall not serve as security'
for any debt of the Recipient.
2. If the existence ol'the Recipient terminates for any reason, title to the Project Site
shall be conveyed to the 'Trustees unless FCT negotiates an agreement with another local
government, nonprofit environmental organization, the Florida Division of Forestry, the Florida Fish
and Wildlife Conservation Commission, the Department of Environmental Protection or a Water
Management District who agrees to accept title and manage the Project Site.
3. Following the acquisition of the Project Site, the Recipient shall ensure that the future
land use designation assigned to the Project Site is for a category, dedicated to open space,
conservation or outdoor recreation uses, as appropriate. If an amendment to the applicable
comprehensive plan is required, the amendment shall be proposed at the next comprehensive plan
amendment cycle available to the Recipient subsequent to the Project Site's acquisition.
4. FCT staff or its duly authorized representatives shall have the right at any time to
inspect the Project Site and the operations of the Recipient at the Project Site,
XL OBLIGATIONS OF THE RECIPIENT RELATING TO THE USE OF BOND
PROCEEDS
1, FCT is authorized by Section 380.510, Fla. Stat. to impose conditions for funding on
the Recipient in order to ensure that the project complies with the requirements for the use of Florida
Forever Bond proceeds including, without limitation, the provisions of the Internal Revenue Code
and the regulations promulgated thereunder as the same pertain to tax exempt bonds.
2. The Recipient agrees and acknowledges that the below listed transactions, events, and
circumstances, collectively referred to as the "disallowable activities," may be disallowed on the
Project Site as they may have negative legal and tax consequences under Florida law and federal
income tax law. The Recipient further agrees and acknowledges that these disallowable activities
may be allowed up to a certain extent based on guidelines or tests outlined in the Federal Private
Activity regulations of the internal Revenue Service:
a. any sale or lease of any interest in the Project Site to a non -governmental
person or organization;
b. the operation of any concession on the Project Site by a non -governmental
person or organization;
c. any sales contract or option to buy or sell things attached to the Project Site
to be severed from the Project Site with a non -governmental person or
organization;
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d. any use ofthe Project Site by a nongovernmental person other than in such
person's capacity as a member of the general public;
e. any change in the character or use of the Project Site from that use expected
at the date of the issuance of any series of Bonds from which the
disbursement is to be made;
f. a management contract for the Project Site with a non -governmental person
or organization; or
such other activity or interest as may be specified from time to time in
writing by FCT to the Recipient.
3. If the Project Site. after its acquisition by the Recipient and/or the Trustees, is to
remain subject to any of the disallowable activities, the Recipient shall provide notice to FCT, as
provided for in paragraph V. I., at least sixty (60) calendar days in advance of any such transactions,
events or circumstances, and shall provide to FCT such information as FCT reasonably requests in
order to evaluate for approval the legal and tax consequences of such disallowable activities.
4. In the event that FCT determines at any time that the Recipient is engaging, or
allowing others to engage, in disallowable activities on the Project Site, the Recipient shall
immediately cease or cause the cessation ofthe disallowable activities upon receipt of written notice
from FCT. In addition to all other rights and remedies at law or in equity, FCT shall have the right
to seek temporary and permanent injunctions against the Recipient for any disallowable activities on
the Project Site.
DELEGATIONS AN D CONTRACTUAL. ARRANGEMENTS BETWEEN THE RECIPIENT AND
OTHER GOVERNMENTAL. BODIES, NONPROFIT ENTITIES OR NON GOVERNMENTAL
PERSONS FOR USE OR MANAGEMENT OF THE PROJECT SITE WILL IN NO WAY
RELIEVE THE RECIPIENT OF THE; RESPONSIBILITY TO ENSURE THAT THE
CONDITIONS IMPOSED HEREIN ON THE PROJECT SITE AS A RESULT OF UTILIZING
BOND PROCEEDS TO ACQUIRE TFIE PROJECT SITE ARE FULLY COMPLIED WITH BY
THE CONTRACTING PARTY.
g.
XII. RECORDKEEPING; AUDIT REQUIREMENTS
1. The Recipient shall maintain financial procedures and support documents, in
accordance with generally accepted accounting principles, to account for the receipt and expenditure
of funds under this Agreement. 'These records shall be available at all reasonable times for
inspection, review or audit by state personnel, FCT and other personnel duly authorized by FCT.
"Reasonable" shall be construed according to the circumstances, but ordinarily shall mean the
normal business hours of 8:00 a.m. to 5:00 p.m.. local time, Monday through Friday.
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2. If the Recipient expends a total amount of State financial assistance equal to or in
excess of $500,000 in any fiscal year of such Recipient, the Recipient must have a State single or
project -specific audit for such fiscal year in accordance with Section 215.97, Fla. Stat., the
applicable rules of the Executive Office of the Governor and the Comptroller and Chapter 10.550
(local government entities) or Chapter 10.650 (nonprofit organizations), Rules of the Auditor
General. In determining the State financial assistance expended in its fiscal year, the Recipient shall
consider all sources of State financial assistance. including State funds received from FCT, other
state agencies and other non -state entities. State financial assistance does not include Federal direct
or pass -through awards and resources received by a non -state entity for Federal program matching
requirements. The funding for this Agreement was received by FCT as a grant appropriation.
In connection with the audit requirements addressed herein, the Recipient shall ensure that the audit
complies with the requirements of Section 215.97(7), Fla. Stat. This includes submission of a
reporting package as defined by Section 215.97(2)(d), Fla. Stat. and Chapter 10.550 (local
government entities) or 10.650 (nonprofit organizations), Rules of the Auditor General.
3. If the Recipient expends less than $500,000 in State financial assistance in its fiscal
year, an audit conducted in accordance with the provisions of Section 215.97, Fla. Stat. is not
required. If the Recipient elects to have an audit conducted in accordance with the provisions of
Section 215.97, Fla. Stat., the cost of the audit must be paid from non -State funds (i.e., the cost of
such an audit must be paid from Recipient funds not obtained from a State entity).
4. The annual financial audit report shall include all management letters, the Recipient's
response to all findings, including corrective actions to be taken, and a schedule of financial
assistance specifically identifying all Agreement and other revenue by sponsoring agency and
agreement number. Copies of financial reporting packages required under this Article shall be
submitted by or on behalf of the Recipient directly to each of the following:
Department or Community Affairs (at each of the following addresses):
Office of Audit Services
2555 Shumard Oak Boulevard
Tallahassee, Florida 32399-2100
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and
Florida Communities Trust
2555 Shurnard Oak Boulevard
Tallahassee. Florida 32399-2100
State of Florida Auditor General at the following address:
Auditor General's Office
Room 401, Claude Pepper Building
1 1 1 West Madison Street
Tallahassee, Florida 32302-1450
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5. If the audit show s that any portion ofthe funds disbursed hereunder were not spent in
accordance with the conditions of this Agreement, the Recipient shall be held liable for
reimbursement to FCT of ail funds not spent in accordance with the applicable regulations and
Agreement provisions within thirty (301 days alter FCT has notified the Recipient of such non-
compliance.
6. The Recipient shall retain all financial records, supporting documents, statistical
records and any other documents pertinent to this Agreement for a period of five (5) years after the
date of submission of the final expenditures report. However, if litigation or an audit has been
initiated prior to the expiration of the five-year period, the records shall be retained until the
litigation or audit findings have been resolved.
7. The Recipient shall have all audits completed in accordance with Section 215.97,
Fla. Stat. performed by an independent certified public accountant ("IPA") who shall either be a
certified public accountant or a public accountant licensed under Chapter 473, Fla. Stat. The IPA
shall state that the audit complied with the applicable provisions noted above.
XIII. DEFAULT; REMEDIES; TERMINATION
1. lfthe necessary funds are not available to fund this Agreement as a result ()faction by
the Florida Legislature or the Office ofthe Comptroller, or if any ofthe events below occur ("Events
of Default"), all obligations on the part of FC1' to make any further payment of funds hereunder
shall, if FCT so elects, terminate and FCf may, at its option, exercise any of its remedies set forth
herein, but FCT may make any payments or parts of payments after the happening of any Events of
Default without thereby waving the right to exercise such remedies, and without becoming liable to
make any further payment. The following constitute Events of Default:
a. If any warranty or representation made by the Recipient in this Agreement,
any previous agreement with FCT or in any document provided to FCT shall
at any time be false or misleading in any respect, or if the Recipient shall fail
to keep, observe or perform any of the terms or covenants contained in this
Agreement or any previous agreement with FCT and has not cured such in
timely fashion, or is unable or unwilling to meet its obligations
thereunder;
financial
days
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b. If any material adverse change shall occur in the financial condition of the
Recipient at any time during the term of this Agreement from the
condition revealed in any reports filed or to be filed with FCT, and the
Recipient fails to cure said material adverse change within thirty (30)
from the date written notice is sent to the Recipient by FCT;
c. If any reports or documents required by this Agreement have not been timely
submitted to FC]' or have been submitted with incorrect, incomplete or
insufficient information; or
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d. lfthe Recipient fails to perform and complete in timely fashion any of its
obligations under this Agreement.
2. Upon the happening of an Event of Default, FCT may, at its option, upon thirty (30)
calendar days from the date written notice is sent to the Recipient by FCT and upon the Recipient's
failure to timely cure, exercise any one or more of the following remedies, either concurrently or
consecutively, and the pursuit of any one of the following remedies shall not preclude FCT from
pursuing any other remedies contained herein or otherwise provided at law or in equity:
a. 'terminate this Agreement, provided the Recipient is given at least thirty (30)
days prior written notice of such termination. The notice shall be effective
when placed in the United States mail, first class mail, postage prepaid, by
registered or certified mail -return receipt requested, to the address set
forth in paragraph V.2. herein;
b. Commence an appropriate legal or equitable action to enforce performance of
this Agreement;
c. Withhold or suspend payment of all or any part of the FCT Award;
d. Exercise any corrective or remedial actions, including, but not limited to,
requesting additional in formation from the Recipient to determine the reasons
for or the extent of non-compliance or lack of performance or issuing a
written warning to advise that more serious measures may be taken if the
situation is not corrected; or
e. Exercise any other rights or remedies which may be otherwise available under
law, including, but not limited to, those described in paragraph IX.3.
3. FCT may terminate this Agreement for cause upon written notice to the Recipient.
Cause shall include, but is not limited to: fraud; lack of compliance with applicable rules, laws and
regulations; failure to perform in a timely manner; failure to make significant progress toward
Project Plan and Management Plan approval; and refusal by the Recipient to.permit public access to
any document, paper, letter, or other material subject to disclosure under Chapter 119, Fla,Stat., as
amended. Appraisals, and any other reports relating to value, offers and counteroffers are not
available for public disclosure or inspection and are exempt from the provisions of Section
119.07(1), Fla. Stat. until a Purchase Agreement is executed by the Owner(s) and Recipient and
conditionally accepted by FCT, or if no Purchase Agreement is executed, then as provided for in
Sections 125.355(1)(a) and 166.045(1)(a), Fla. Stat. -
4. FCT may terminate this Agreement when it determines, in its sole discretion, that the
continuation of the Agreement would not produce beneficial results commensurate with the further
expenditure of funds by providing the Recipient with thirty (30) calendar days prior written notice.
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•
5, The Recipient may request termination of this Agreement before its Expiration Date
by a written request fully describing the circumstances that compel the Recipient to terminate the
project. A request for termination shall be provided to FCT in a manner described in paragraph V.I .
XIV. LEGAL AUTHORIZATION
1. The Recipient certifies with respect to this Agreement that it possesses the legal
authority to receive funds to be provided under this Agreement and that, if applicable, its governing
body has authorized, by resolution or otherwise, the execution and acceptance of this Agreement
with all covenants and assurances contained herein. The Recipient also certifies that the
undersigned possesses the authority to legally execute and bind the Recipient to the terms of this
Agreement.
XV. STANDARD CONDITIONS
1. This Agreement shall be construed under the laws of the State of Florida, and venue
for any actions arising out of this Agreement shall lie in Leon County. If any provision hereof is in
conflict with any applicable statute or ruse, or is otherwise unenforceable, then such provision shall
be deemed null and void to the extent of such conflict and shall be severable, but shall not invalidate
any other provision ofthis Agreement.
2. No waiver by 1'CT of any right or remedy granted hereunder or failure to insist on
strict performance by the Recipient shall affect or extend or act as a waiver of any other right or
remedy of FCT hereunder, or affect the subsequent exercise of the same right or remedy by FCT for
any further or subsequent default by the Recipient. Any power of approval or disapproval granted to
FCT under the terms of this Agreement shall survive the terms and life of this Agreement as a
whole.
3. The Recipient agrees to comply with the Americans With Disabilities Act (Public
Law 101-336, 42 U.S.C. Section 12101 et seq.), if applicable, which prohibits discrimination by
public and private entities on the basis of disability in the areas of employment, public
accommodations, transportation. State and local government services, and in telecommunications.
4. A person or affiliate who has been placed on the convicted vendor list following a
conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit a bid on a contract with
a public entity for the construction or repair of a public building or public work, may not submit
lease bids on leases of real property to a public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not
transact business with any public entity in excess of Category Two for a period of thirty-six (36)
months from the date of being placed on the convicted vendor list or on the discriminatory vendor
list.
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S. No funds or other resources received from FCT in connection with this Agreement
may be used directly or indirectly to influence legislation or any other official action by the Florida
Legislature or any state agency.
This Agreement embodies the entire agreement between the parties.
IN WITNESS WHEREOF. the parties hereto have duly executed this Agreement.
CITY OF MIAMI FLORIDA COMMUNITIES TRUST
By: By:
Print Name: Janice Browning, Director
Title: Division of Housing &
Community Development
Date: Date:
Approved as to Form and Legality: Approved as to Form and Legality:
By: By:
Print Name: Kristen L. Coons
Trust Counsel
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