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HomeMy WebLinkAboutExhibit DMIA March 31, 2015 Christopher Rose Director of Management and Budget City of Miami, Miami Riverside Center 444 S.W. 2nd Avenue Miami, FL 33130 Dear Mr, Rose, Parks, Recreation and Open Spaces Department 275 Northwest 2nd Street Miami, Florida 33128 T 305-755-7903 F 305-755-7946 At its September 29, 2014 meeting, the City of Miami Commission approved resolution No. R-14-0383 authorizing funding of $200,000 for a new Greenlink/Underline project (Attachment 1). It is requested that the funds be transferred to the Parks Foundation of Miami -Dade, Inc. for distribution to the Friends of the Underline, Inc. for Architectural and Engineering and other expenses relating to the Underline Project ("Underline"), In 2004, the Miami -Dade County Board of County Commissioners approved Resolution No, R-806-04 (Attachment 2), authorizing an Agreement between Miami -Dade County, through the Parks Department, and the Parks Foundation of Miami -Dade inc., a not -for -profit corporation, formalizing a public -private partnership for fundraising and optimizing resources to preserve and improve parks and parks programs for the benefit of the residents of Miami -Dade County. On February 15, 2007, Articles of Amendment were filed with the State, changing the Parks Foundation, Inc. name to the Parks Foundation of Miami -Dade, Inc, The Federal Taxpayer Identification Number is 20-0924393. The Friends of the Underline, Inc. Is a Florida non-profit corporation incorporated in January 2014 as Friends of the Greenlink, Inc., and after a name change filed with the State in October 2014, is now known as the Friends of the Underline, inc., with Federal Taxpayer Identification Number of 46-4028150 (Attachment 3). The Friends of the Underline website is www.theunderline.org. The Underline project is a 10-mile corridor running below Miami-Dade's Metrorail from the Miami River to the Dadeland South Station that will become a linear park that will enhance connectivity, mobility, and biking safety for hundreds of thousands of Miami -Dade residents and visitors. Miami -Dade Transit (Transit) and Miami -Dade Parks, Recreation and Open Spaces (Parks) are the Miami -Dade County Departments collaborating on this project. Under a competitive selection process that included 19 applicants, the New York design consulting firm James Corner Field Operations was selected to develop the vision and Master Plan for The Underline, Directors Jack Kardys of Parks and Ysela Liort of Transit were on the selection committee, During The Underline design process, public meetings will be held to ensure residents and business owners can voice their opinions and provide their input. Master planning and preliminary design for the demonstration projects are expected to be completed by September 2015. The Miami -Dade County Board of County Commissioners has demonstrated its support of the Underline through Resolutions Nos. R-1148-14 and R-155-15 (Attachments 4 and 5). Sincerely, I Attachments er Te.e 1:F{111311 Hui �t�rt�z� �, 'Ali ATTACHMENT 1 City of Miami Text File Report City Ball 350) Pao American Drive Mlaltil, EL 3.3133 www:inininigov.corn File ID: 14-00923a Enoctttl'ei t#:'' R-141? 83, Verion: I Typo: Rese)atipn, Introduced: 9/30/14 �nacfttiertt taie''''9l2971 A.. C:atitrolltng Body: City Attorney A RESOLUTION OF T IE:MIAM1 CITY COMMISSION, WITH ATTACHMENT(S), DECLARING THE OFFICIAL INTENT OF TIIE:CITY OF MIAMI, FLORIDA ("CITY") TO .ISSUE TAX-EXEMPT AND TAXABLE SPECIAL OIB,LIGATION BONDS IN THE EXPECTED TOTAL MAXIMUM PRINCIPAL AMOUNT OF TEN MILLION, ONE HUNDRED THOUSAND DOLLARS ($10,100,000.00) IN ORDER TO, AMONG OTHER THINGS, REIMBURSE ITSELF FROM THE PROCEEDS OF SUCH SPECIAL OBLIGATION BONDS FOR FUNDS ADVANCED BY THE CITY FOR CERTAIN EXPENSES INCURRED WITI-I RESPECT TO CITYWIDE ENVIRONMENTAL REMEDIATION AND CERTAIN RELATED .CAPITAL IMPROVEMENTS PROJECTS; ESTABLISHING CERTAIN RELATED DEFINITIONS OF TERMS; AND AUTHORIZING CERTAIN FURTHER AND INCIDENTAL ACTIONS BY TIIE CITY MANAGER, IN CONSULTATION WITH T.HE CITY ATTORNEY AND BOND COUNSEL, AND SUCH 'OTHER APPROPRIATE OFFICERS; EMPLOYEES AN)) AGENTS OF THE CITY, AS THE CITY MANAGER. DEEMS NECESSARY, ALL AS REQUIRED FOR PURPOSES OF SECTIONS 103 AND 141-1 S0 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; FURTHER AUTHORIZING RELATED AMENDMENTS TO THE CITY'S. MULTI -YEAR CAPITAL PLAN PREVIOUSLY ADOPTED SEPTEMBE;R 9, 2014. W}1EREAS,'United States,Treasury Regulations § 1.150.2 (the "Reimbursement Regulations") presorlbe conditions under witich.prroceeds oftax-exetiipt bonds, notes or other obligations ("Bonds") used to reimburse, advnllCes•made for capital and cer(a(n.other expenditure's ("Original Expenditures") paid before the issuance, ofsuch 13onds'will be deemed 'to•be expended (or properly allocated to expenditures) for purposes orSeotlons.103: and 141-150 of the Internal Revenue Code of 1986, as amended, and the regulations' promulgated thereunder (collectively, the "IRS Cede'!), upon such reimburserineiit se that the proceeds so used will no longer besubject to requirements or restrictions under those sections of the IRS Code; and WHEREAS, certain provisions ofthe:iteibnbul'setnenl Regulations require thattiiere ho a deeloration ofoffioial intent not later than sixty (60) days following payment of the.Original Expenditures expeoted to be reimbursed f ont pt•obeeds of Bands, and that the reinibursemeiit oobui tivithiti certain prescribed time periods'after the Original Expenditures are paid or after the property resulting flom that Original Expenditure is placed in service;.and WHEREAS; the City Commission ("Commission") of the City ofMiatni, Florida ("City") expects. to. provide for the issuance by the City of its tax-exempt and taxable special obligation bonds in a total prinpipal amount not to eXceed Ten Million, One Hundred Thousand Dollars ($ .0,100,000,00) (colleotive(y, "Spooial Obligation Bonds") far the purposes of financing the costs of Citywide oil vh'otunentat reniediatloti and certain related capital. improvements projects (collectively, the "Citywide Environinental Reniediatlon'and Capital Improvements Proleets'");and City o1M 01111 page 1 Primed on t'i/23G2D1' before the issuano'e of the Special Ol ligtttioit Bonds, evidenced in wrtting.by an allocation on the books and records of the City that shows the use of the proceeds or the Special Obligation Bonds to restore the money advanced ford the Orititlal Expenditures, "Reimbursement" or "Reimburse" generally does not include the rereading or retiring of Bonds previously Issued and sold to,,er borrowing's from, unrelated entities. Section 3, Declaration of Official Intent, The Commission hereby declares the City's official Intent io issue'thp tax-exempt and taxable Special Obligation Bonds in the total expeoted maximum principal amount of Ten Million, One Hundred Thousand Dollars ($10,100,000,00). and, to the extent permissible under the IRS Code regarding the tax-exempt Special.Obligation Bonds, use a portion of the tax-exempt Special Obligation Bonds to reimburse the City for funds advanced by it for Original Expenditures incurred and to be incurred With respect, to the Citywide Etivironmenta1 Rernediafion and Capital Improvements Projects, This Resolution is intended as a deck retton of official intent under United. States Treasury Regulation § 1,I5 -2, as set forth in the City Manager's Memorandum, Section 4, Incidental Aotions. The City Manager, in consultation with the City Attorney and Boni Counsel, and such other appropriate officers, employees and agents of the City as. the City Manager deems necessary, arc hereby authorized to take such actions us may he necessary to; carry out the purposes of this Resolution and the IRS Code, Scotian 5, Related Amendment of the City's Multi-Yepr Capital Plan, The Multi -Year Capital Nan is amended: (i) to reallocate, re -appropriate, and modify certain previous Park ltnpuet Fees funding allocations in connection with the Citywide Environmental Remediation and Capital Improvements Projects as follows: (a) Eight Modred and Fifty Thousand Dollars ($850,000,00) from 40-134058$ Douglas Park Turf Project to 4043400I Douglas'i'ark Community Center -Project; (b) Four 1-1trndred find -Fitly Thousand.Dollars ($4$0,000,00) front 40-B.40588 Douglas Park.TurrProject to 40-B405167 Citywide Parks Land 4gnls1t10n.Proj ot; rtnd (e) Tw.o 11�1ndted:TIlou otd:DOtlt{Cs (42)0,000,00) front 40)34p588 Douglas Part< rutfProjeetto a'tievj'.C•Itoen r itdc/Underliue i't ginct,'Wtth ;the ietiy projept nnnxber,to be. determined.by. the:Citydt4anager; and (if) to require that future reallocations ofPark Impact Fees be -presented to City Commission at a later date, Section b , Mvlayor, (I ) Effective Date, This Resolution shall take efbot immediately open Its adoption 'and signature of the City orMtsiiit Pogo 2 Printed en t 1/23/)Otd City Commis on Meeting Minutes September 29, 2014 14.00923 Office .ofManagement DISCUSSION REGARDING FUNDING FOR THE DOUGLAS PARK eritdBlttlget REMEDIATION PROJECT. 14-00923 Suinmary Form.pdf 14-00923-Subrittal-City Manager-Memo-ParKs Remedlation Funding.pdf DISCUSSED (DU) 14.00923a. RESOLUTION A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), DECLARING THE OFFICIAL.INTENT or THE CITY OF MIAMI, FLORIDA ("CITY") TO ISSUE TAX-EXEMPTAND TAXABLE SPECIAL OBLIGATION BONDS IN THE EXPECTED TOTAL MAXIMUM PRINCIPAL AMOUNT OF TEN MILLION, ONE HUNDRED THOUSAND DOLLARS ($10,100,000.00) IN ORDER TO, AMONG OTHER THINGS, REIMBURSE ITSELF FROM THE PROCEEDS OF SUCH SPECIAL OBLIGATION BONDS FOR FUNDSADVAN,GED BY THE CITY FOR CERTAIN EXPENSES INCURRED WITH RESPECT TO CITYWIDE ENVIRONMENTAL REMEDIATION AND CERTAIN RELATED .CAPITAL IMPROVEMENTS PROJECTS; ESTABLISHING CERTAIN RELATED DEFINITIONS. OF TERMS AND AUTHORIZING CERTAINFURTHER AND INCIDENTAL ACTIONS BY THE CITY MANAGER, IN CONSULTATION WITH THE CITYATTORNEYAND BOND COUNSEL, AND SUCH OTHER APPROPRIATE OFFICRS, EMPLOYEES, AND AGENTS OF THE CITY, AS THE CITY MANAGER DEEMS NECESSARY, ALLAS REQUIRED FOR PURPOSES OF SECTIONS 103 AND 141-150 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; FURTHER AUTHORIZING RELATED AMENDMENTS TO THE CITY'S MULTI -YEAR CAPITAL PLAN PREVIOUSLY ADOPTED SEPTEMBER 9, 2014. 14-00923a-Exhibit. pd f Motion by Commissioner•Suaroz, seconded by Commissioner Sarnaff, (het this mattar Ga ADOPTED PASSED by Oho following vote. Votes; Ayes; 4 - Commkssiouer(s) Sarnpf, Carollo, Suarez and Hardenron Absent: I - Comrhissioner(s) God .(,,.......:13..7147,0” . Pied Chair Harde1non: Arow, there are a co1rple`i/ems that are listed, For Need= -- I just want to -ensure that something happened or did not happen ,- FR. 2? Commissioner Suarez: file had that. Unidentified gpeaker: It happened. Commissioner Suarez: It happened lice Chair Hardearon: ! just don't have it indicated here. Todd /3,.Hunnon (City. Clerk): Yes, slr. C:Iryar/flnutt IV es Printodon 11/17/2014 City Cbrnrnlssion Meeting Minutes September29, 2014 Cenunissiorier Suarez: WVe: clid It rrs rt companion item. Co7r?m(ssionerCaro1!o i'e'ali, Vice Chair klai'demon:.So that was passtclP Commissioner Suarez:.i'es. Commissioner Carollo: Yes: floe Chair 111ttide,non: Good; And their its Ph' 3? Daniel 1 Alfonso (City illanager): Were holding for P11.3 and D1,2, We'd like logo tarot done rather quickly, ifyou.don`t mind, Vice Chai,Tk,tieltlon: €Vial; DL2P Mr, Alfonso: D1.2 and P17..3, the wholediscussion about the Section 108 — Vice. Chair 1-lcv dennon: Oh. 1v1r, Alfonso: -- the oplion.that the Coo,issiair asked us to none back with, We'd want to do away with Macedon 108 loan. There would -- so'thetvavoitld be nolltb?g comingfr`om CD (Community Development) in fa/repayments, et cetera, We'd like. to ask the Couiurission to allow the etdinin(stratlon to request i7 $10,1 million loan to be paid out of general And non -ad valorem, ['Fe would pay the principal and interest pay/neiits fir the future out of general fund. Tb the extent that the County wotlid•later.petltaps reimburse us because of the excess fords In the Virginia Key Project, we would use Mon funds to repay that loan. At the same time, the Conmrlsslon directed i7.s to comeback and allocate'$2 nr(llidn'toDouglas.Park from the. citywide Impact fee.' We dclerrnincd'tbcti the didn't heed that touch,. because therewasalready some money in that pr ojecl f rout impact fees, so there was a resolution to add 800 and -- Chris, 8.50,000P Christopher Rose (Director, Cj}1cc'of h/itnagernent & Budget): Eight hundred and f ly thousand, ,Yes, hlr, d{forrso: Co ahead; ,lust finish it rip. Mr, Rose; Sure, Eight hundred nnilf1ty thousand in — €'ee. Chair Hardemon:: Sofas( for some clarity for those following al home, )verre looking at D1,2 then. Or, Rose: Yes, sir. Vice Cltalr Nardemon: That's where we are, Okay. Alr, Rose: Eight Jallrrt(tecl.anc(fj1y717oa,iandf ov7IJM'DouglasParkne fproject,;titi 200,00fi toward. taleCrderiLmA'Undetlmeprojeet,'alsofromtheDouglasPatkTurfpoject. life Will Wing back the actrial financing'so the Com tsslon will see this again al some point, and In the meantime, tctctlf will came around and meet with .welt Couiu7issioiter to talk about the impact fees Mal are jived up by this jinaricing should'it be 'approved this evening this morning-- exerrse nte, hit Alfonso: And we tvtil not be doing:a ,Section 108 loan, so CD would not be bnpacied, and Cny.q-htlnrrrl ;' teg !'fhu0011'11/17/201I City Commission Meeting Minutes September 29, 2014 we could actually move faster f we do this, because Section 1081oan pacess is kind of lengthy. We feel front talking to our financial advisors that we can gel this loan done before the close of the calendar year. And actually, five get approval from the Commission when we bring it back, once we have a letter of intent, we could actually move on these projects immediately. Vice Chair Haldeman: lvlay 1 ask a question to you all? The testing forvemedial/on -- or the testing for contamination in the parks of the City of Miami, have they been done on all of our parks in the City of Miami? Mr, Alfonso: Alice, Vice ChairHardemorr: Ney, Alice Bravo: Alice Bravo, Deputy City Manager, At the behest of DDRM (Department of :Bnvironrnental Resource Management), we actually conducted analyses of the 112 City parks, and that consisted of three things: "A," a document search; 'B," review of historic aerial photographs to see f there was any site of some type of excavation and then a refilling; and then tJth d, we actually did a visual assessment of every single park So in five On Six parks, there was something that could have been interpreted to be ash, and we had sampling done them. And so basically, out of that whole entire population and that tiered process, we have the three parks -- the six parks we're dealing with, Vice Chair Haldeman: So we don't have to worry about any parks within our districts that are not on the remediation I("st right now that will be? Ms, Bravo: Correct. We've assessed their all in that manner that I've described. Vice Chair Hardman; And that was property adequate, that manner? Ms, Bravo: That's the methodology we developed with DERM, Department of Environmental Resource Management, from Miarnr-Dade County, so it was under their' jurisdiction that they requested we look at all the parks, Commissioner Suarez; Mr. Chair. Vice Chair Nardenron: You're recognized. Commissioner Suarez: Just three things, I !rope I don't have a "Rick .Pair" moment and forget what the three are as I say there. One is the savings from the r emediatlon of Virginia Key, that's already part of an agreement - correct? -- that those savings wit( flew back to the City. So Ms. Bravo; Correct, Cornnrissioner Suarez: -- correct? Okay, So there is a possibility that with those savings, i1 could pay a substantial part or all of Eve actually been told that there's significant -- will be significant savings. So it could be all of the bond proceeds. So 'Just want our — my colleagues to know the possibility is we go out to bond market and we repay it. Certainly, it doesn't have to be defeased in a normal way. Mr. Alfonso: Correct, There would be a restriction usually on 10 years, but fwe get the cash, we can park It and pay the principal and interest at 10 years defease. Commissioner Suarez: Got i1, The second issue Is my understanding is that the Manager is doing this so we can start right away; like right away with the rernedtation? Guy ofMtami Page 70 Maori on 11/17/2019 ATTACHMENT 2 Approved , Iyiayo Agesa Item No. 7(M) (1) (A) b-22-04 Vote Cyr ICI 1. FILE Override CLERK el, THE SOA.f ° OF COUNTY DOMIASSIONER3 DADE COUNTY, FLORIDA RESOLUTION NO. RESOLUTION AUTHORIZING THE COUNTY MANAGER. TO EXECUTE THE AGREEMENT BETWEEN MIAMI-DADB COUNTY AND THE PARKS FOUNDATION, INC. AND AUTHORIZING THE COUNTY MANAGER TO EXERCISE THE CANCELLATION AND RENEWAL PROVISIONS CONTAINED THEREIN WHEREAS, this Board desires to formalize a public -private partnership between the County and the Parks Foundation, Inc, as delineated in the attached Operating Agreement; and WHEREAS, the purpose of said Agreement is to optimize resources and eliminate duplication of efforts in the conduct of their affairs to batter accomplish their separate and collective missions to preserve and improve parks and parks programs for the benefit of the residents of Ivliami-Dade County, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board approves the Agreement between Miami -Dade County and the Parks Foundation, Inc and authorizes the County Manager to execute the Agreement in substantially the form attached hereto and authorizing the County Manager to exercise the cancellation and renewal provisions contained therein, 4;i:':', *k7�ChLt n.0..4Ly.`,g2- ,11,1 1?--.�a�V WAE�eYs" Agenda Item No. 7 (M) (1) (A`x. Page No. 2 The foregoing resolution was offered by Commissioner Joe A. tt t.kLz moved its adoption. The motion was seconded by Commissioner and upon being put to a vote, the vote was as follows; Dr, Barbara Carey-Shuler, Chairperson Katy Sorenson, Vice -Chairperson Bruno A. Barreiro Fitymt Betty T.Ferguson .,-t Joe A. Martinez Dennis C. Moss Natacha Seijas Sen. Javier D, Souto Jose "Pepe" Diaz Sally A. Heyman Jimmy L Morales Dorrin D. Rolle Rebeca Sosa aje The Chairperson thereupon declared the resolution duly passed and adopted this 22nd day of June, 2004. This Resolution and contract, if not vetoed, shall become effective in accordance with Resolution No. R-577-04, y ♦991f9 '•'GQ M M/ �'t•�,• �n ,Ly(p 44. -�-� z. COVNuY Cn S ; t,> l O R \ pV Cij , Approved by County Attorney as to form and legal sufficiency, JAI Mariela Martinez—Cid IvIIAMI-DADS COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS HARVEY RUVIN, CLERK I3y Deputy Clerk , who 1 (14 MEMORANDUM Agenda Item No. 7(M)(3.)(A) TO: Honorable Chairperson Barbara Carey-Mier,Ed.D. DATE: June 22, 2004 and Members, Board of County Commissioners FROM: George M. B i'' . County Mans *, SUBJECT: Miami -Dade Park and Recreation Department Foundation Agreement RECOMMENDATION It is recommended that the Board approve an Agreement between Miami -Dade County, through the Miami -Dade Park and Recreation Department, and the Parks Foundation, Inc., a not for profit corporation, The proposed agreement formalizes a public -private partnership between the County and the Foundation, which will serve as a fundraising arrn of the Parks Department, primarily for endowment of major capital improvements and cultural projects. The agreement delineates the respective rights and responsibilities of the County and the Foundation to avoid misunderstandings or miscommunications, to optimize resources and eliminate duplication of efforts in the conduct of their affairs so as to better accomplish their separate and collective missions to preserve and improve parks and parks programs for the benefit of the residents of Miami -Dade County. BACKGRO1.119 Since 1929, when the Parks Department was founded and acquired the first County park, the Miami -Dade Park and Recreation Department has grown to include 258 park sites and more than 27,000 acres of managed and preserved land, In addition to providing new parks and preserving natural areas, there must also be the ability to provide quality services and programs within these facilities to meet the recreational demands of Miami-Dade's ever growing population. This agreement is similar in content and purpose to the Library Foundation Agreement approved by Board resolution No, R-563-03 In an effort to look for funding sources to help support the expanding costs of providing quality park facilities and services, the department looked at how other park systems throughout the countrywere dealing with similar circumstances, As a result of this research, the Parks Foundation, Inc. was created as a not -for -profit corporation, which is applying for 501(c)(3) status, Its mission is to assist in providing additional funding for the enhancement of park facilities, services and programs. Founding board members include (in alphabetical order) Dick Anderson, Dean Colson, Nancy Liebman, Jorge Lopez and Sergio Pino. This agreement provides the legal framework in which the Foundation will operate in concert with the County to the benefit of the Parks Department. Once the agreement is executed, the Foundation may begin its work. 141,w CU.) r "Assistant County Manager MEMORANDUM (Revised) TO: Hon. Chairperson Barbara Carey-Shuler, Ed.b. DATE: and Members, Board of County Commissioners FROM: Robert A. Ginsburg County Attorney Please note any items checked. 17) June 22, 2004 • SUBJECT: Agenda Item No. 700 (1) (A) "4-Day Rule" ("3-pay Rule" for committees) applicable if raised 6 weeks required between first reading and public hearing 4 weeks notification to municipal officials required prior to public hearing Decreases revenues or increases expenditures without balancing budget Budget required Statement of fiscal impact required Bid waiver requiring County Manager's written recommendation Ordinance creating a new board requires detailed County Manager's report for public hearing Housekeeping item (no policy decision required) No committee review AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE PARKS EDUNX3A.T>ON This Agreement is entered into the day of , 2004 by and between Miami -Dade County, a political subdivision of the State of Florida (hereinafter the "County"), by and through the Miami -Dade County Park and Recreation Department (hereinafter the "Parks Department") and the Parks Foundation, Inc., a Florida not -for -profit corporation (hereinafter the "Foundation"), General Governlne Principles and Recitals The parties agree that their relationship shall at all times be governed by the following general principles and recitals to which they subscribe. a, The Foundation is a not -for -profit corporation organized under the laws of the State of Florida, The Foundation agrees to exclusively direct its efforts and resources to the support of the Parks Department, as provided herein, b. The County, through the Department, owns and operates parks ("Parks") and natural area within Miami -Dade County, which are an invaluable County resource providing cultural, recreational, environmental and program, services to our residents and visitors of all ages. c. The purpose of this Agreement is (1) to formalize a public -private partnership between the County and the Foundation for the support, preservation, restoration and development of the Parks and the Parks Department's cultural, recreational, and program services, (2) to empower the Foundation to materially contribute to the preservation, restoration, and development of the Parks and the Parks Department's cultural, recreational, and program services, as provided herein, (3) to delineate the respective rights and responsibilities of the County and the Foundation to avoid misunderstandings or miscommunications, improve management, optimize resources, and eliminate duplication of efforts in the conduct of their affairs so as to better accomplish their separate and collective missions to preserve, restore and improve the Parks Department and its programs for the benefit of the residents of' Miami -Dade County. 4404 d. The County shall be responsible and accountable for overall operations of the Parks. Subject to the prior approval by the Board of County Commissioners, the County may enter into agreements with private, not -for -profit organizations to advance the restoration preservation and development of the Parks and the Parks Department's programs through the efforts and contributions of the private sector and other public organizations and agencies, e, The parties to this Agreement recognize that the Parks Department's success will be enhanced by mutual cooperation and support at all organizational levels within both the public and private sectors. The parties agree to have their respective staffs assist each other to the fullest extent possible and reasonable for the benefit of the Parks. Agreement 1. Governing Principles and Recitals. The governing principles and recitals stated herein are true and correct and made a part hereof. 2. Contract Administrator. The Director of the Miami -Dade County Park and Recreation Department (hereinafter the "Parks Director") or his or her designee shall act on behalf of the County in all matters pertaining to this Agreement and shall be the Contract Administrator of the Parks Department. The President of the Parks Foundation (hereinafter the "Foundation President") or his or her designee shall be the Contract Administrator of the Foundation. The two Contract Administrators shall be authorized and directed by their respective parties to act on their behalf in administering and carrying out the provisions of this Agreement. 3. Mission Statement, of the Foundation and Services to be Provided. The Foundation shall serve as the fundraising arrn of the Parks Department primarily for the endowment of capital projects, and recreational, educational, and cultural community initiatives, as speeiftcally approved by the County and the Foundation pursuant to the terms of this Agreement. The Foundation shall provide the following services to the Parks Department: a. Fundraising. Fundraising shall be performed only for the following types of projects (collectively, the "Permitted Projects"): (1) capital improvement to the Parks, (2) acquisition of land and equipment for use in the Parks, (3) acquisition of temporary or permanent exhibitions, (4) acquisition of computer technology for primary use of Parks' patrons, (5) recreational, environmental, educational, or cultural programming in the Parks, and (6) the aiv�a,}, %4?S�i N'{}*y�t' t�1{� i';,%i.a�•:�v K:$i'E'.t �`.' N.i" �fy�,`•'p �5��^��P➢�+ � .1�Pif+SilWF � � '�i . Y. ..rw. i.r Parks Department's natural areas management programs. As sot forth herein, the County and the Foundation shall approve the Permitted Projects. Private fundraising shall comply with the national Standards of Philanthropy, established by the National Charities Information Bureau that are applicable to private, nonprofit fundraising groups, as well as the standards for Charitable Solicitations established by the Council for Better Business Bureaus that are applicable to private, non-profit fundraising groups. To avoid duplication, conflicts, and competing efforts, private fundraising shall be 000rdinated by the Foundation President, whose fundraising decisions may be modified by the Parks Director. b, Other Services. Other services that the County and the Foundation may from time -to -time mutually agree to be in the best interests of the Parks may be performed by the Foundation. c. Fundraising Activities. In the course of its primary mission to raise funds for the Permitted Projects and as specifically approved by the County and the Foundation, the Foundation may direct various fundraising activities to the general public or targeted groups. The Foundation may conduct various fundraising activities including but not limited to lectures, concerts, receptions, and dinners. The County acknowledges that these fundraising events ultimately benefit the Parks because they advance the Foundation's primary mission to raise fluids for Permitted Projects. Accordingly, the parties agree to the following: 1. To the extent allowed by Generally Accepted Accounting Principles, the Foundation may account for such activities as program activities for the limited purpose of ensuring that the Foundation's finanoial statements comply with Generally Accepted Accounting Principles; 2, Neither the value nor the cost of such activities shall be counted as part of the "contribution" to the Parks pursuant to section 5(a) of this Agreement; 3. The cost of such activities shall be treated as fundraising expenses and not as contributions for the purposes of complying with National Standards of Philanthropy pursuant to section 3(a) of this agreement; and 4. In the event a conflict were to appear between the subsections stated above, subsections 3(c)(2) and 3(c)(3) will govern over 3(c)(1), C 170CUHLvtN YmwuM fo.dat. f.4,4.-Can7Art.ot tpxk,)ks 3 exiVg 4. Establishment of Account and Authorization for Expenditure, a. The County agrees to establish an account within the Miami -Dade Parks Department Trust Account for the purpose of accepting cash donations from the Foundation. Said account shall be known as the "Parks Foundation Account," and shall bear its own, individual account codes, and shall accrue interest earned an the donations deposited therein. The County agrees that only donations from the Foundation will be deposited in the Parks Foundation Account, b. Expenditure of Parks Foundation Aocount fonds shall be only for Permitted Projects agreed upon from time to time, as provided in Section 5(a), herein. Upon such agreement, the Parks Director and Foundation President shall draw upon the Parks Foundation Account only with the signature and approval of both, and only upon the submission of valid invoice(s) necessary for the execution of an approved Permitted Project. c. Notwithstanding the establishment of the Parks Foundation Account, the Foundation, in accordance with the regulations of all governing bodies, may establish its own, outside account for the purpose of accepting donations, grants and for the purpose of support for its fundraising expenses. Nothing in this Agreement shall prohibit the use by the Foundation of private donations for its fundraising expenses, so long as those fundraising expenses do not exceed 20% of the total raised by the Foundation in a given year. 5. AnnualGtvinq. a, Each year of this agreement, as part of its annual budget, the Foundation shall make a contribution to the Parks. This contribution shall be established pursuant to the following procedure: 1, The contribution shall be calculated by including all funds obtained by the Foundation that are spent for the benefit of the Parks or are transferred into the Parks Foundation Account, as defined herein, for the benefit of the Parks during the budget year at issue, The following shall qualify as contributions pursuant to this section: (a) Foundation -generated funds deposited into the Parks Foundation Account over and above any existing contribution or deposits, and any return an the Parks Foundation Account for the relevant period; or (b) any Foundation - generated funds riot previously deposited into the Parks Foundation Account, and spent directly for the benefit of a Permitted Project, c.,WctAtENfShoff. uu ns.a.o kt.r4Ak«. CftorA ....110604o, 4 2 2, If the Foundation makes its contribution pursuant to 5(a)(t), the Parks Director shall provide the Foundation with a list of specific, Permitted Projects, as defined herein, including approximate costs that reflect the needs of the parks and from which the Foundation may choose for financial sponsorship. The purpose of this list is to allow the Foundation a meaningful choice of projects. A11 such projects must be consistent with the missions of the Parks Department, 3. The Parks Director will submit to the Foundation. President this list of Permitted Projects, ranking them in order of priority, no later than October l't of each year. By mutual agreement, the Foundation President and the Parks Director will decide on. which Permitted Project(s) will be fundod (a) from the Parks Foundation Account and/or, (b) by Foundation-genorated funds spent directly for the benefit of a Permitted Projeet(s). Such agreement will be reduced to writing, and once signed by the Foundation President and the Parks Director will form part of this Agreement as if fully set forth herein. b. The parties recognize that distribution of the Foundation's resources will be consistent with the restrictions placed on those funds by their donors, or should the donor's restrictions not be honored, the funds shall be refunded to the donor. The donation by the Foundation to the Parks of goods or in -kind services shall be governed by the provisions of Miami -Dade County Administrative Order 1-3 and other relevant provisions of the Miami -Dade County Code. c. Notwithstanding the fact that many of the Foundation -generated funds deposited or to be deposited in the Parks Foundation Account originate from private donations, the expenditure of such funds on Permitted Projects shall be in strict conformity with the federal, state, and local rules and laws governing the expenditure of County funds. 6. Annual Report. a, Consistent with the national fundraising standards referred to in Section 3(a) and the requirements of Chapter 496 of the Florida Statutes, the Foundation shall provide the Parks Director an annual report that shall include: 1. An explicit narrative description of the organization's major activities, in a form- approved by the County; 2. A list of Foundation board members and their addresses including some identifying information on eaoh member; C kDOCINEN7SW gt,-Wh b foaxl46Wov+144 .. Caary hsy<n+M IF.'tz:6. 5 ' Ita-.,..:• ,2y+.:?,,xc,�+;.v.9: •'. 1 �"„` �`t,"L���ir;�'J{�P3;�'Kh�aG'cS,��!P� 0:168i iti'f`41/�Ys i?j 3. Audited financial statements complying with OMB Circular A- 133; 4, Form 990 including all attachments as filed with the Internal Revenue Service; and 5. Financial report form 'as filed with the Florida Department of Agriculture and Consumer Services, pursuant to the requirements of Florida Statutes section 496.407. b. The Parks Director shall annually report to the Board of County Commissioners in writing on the Foundation's activities pursuant tothis Agreement. The Parks Director's report may include recommendations, if any, for. improvement or enhancement of the activities pursuant to this Agreement, 7, Inspection of Books and Records, The County retains the right to inspect all invoices, contracts, materials, payroll information, ledgers, computer data and all other books, financial and other records of the Foundation relating to or in any way connected to this Agreement. All such books, records and information shall be made available in a timely manner to the County or its designee for inspection, audit or copying during reasonable business hours with notice. In addition, all such books, records and information shall be retained by the Foundation for a period of three years following the expiration or termination of this Agreement unless the County designates otherwise. In the event a claim, audit, investigation or any litigation in which the books, records and other information referenced above are determined by the County, in its sole discretion, to be relevant, the Foundation shall maintain and keep those records so designated to be relevant until such time as the County specifies otherwise. The County shall have the right at its cost and expense of monitoring and evaluating the activities undertaken by the Foundation pursuant to this Agreement, as determined by the County to be necessary, The Foundation shall have a right to inspect all final accounting records and other public records of the Parks Department, 8. Use of "Parks" Marne. The County specifically reserves the right to the use of the "Miami -Dade County Park and Recreation Department" name and all derivations thereof for all purposes. The County does hereby consent to the limited use of the Miami -Dade County Park and Recreation Department name by the Foundation for purposes consistent with this Agreement and with the County's prior approval, as pre -approved by the Parks Director or his designee. aroczm 1114.G0.44r,..i..kAvwe. .ca.uran.,—.MW.I./3 6 7j i rat, k.%+ ` if Ateviy 'I' anrz,l:i;` :,,,,tom ;, 9. Access and Use of the llitami-Dade Courtly Park aid Recreation Department Pact_llt.es. a, Office Space. The County shall provide to the Foundation office space within the Parks Department to carry out its responsibilities under this contract based upon the Parks Director's determination of the needs of the Parks. The Foundation shall not pay rent for that space but shall reimburse the County for all direct 'additional costs that result from the Foundation use of that space, including but not limited to, telephone, utility, and tenant -requested improvements of the space when such direct additional costs can be established, b. Events. The County may provide the, Foundation with limited use of the Parks for their events consistent with this Agreement upon such terms and conditions as the County determines will best serve the institution, subject to all governing laws, including but not limited to Miami Dade County Code section 2-1, rule 9.04 and any other applicable County rules and regulations. In accordance with Administrative Order 8-3, the Foundation may engage in fundraising special events at the Parks facilities on an ad hoc basis with approval of the funding and management terms of such events to be determined by the Parks Director and the Foundation Director. The County and Foundation agree that the Parks Department may charge the Foundation for the actual cost of County staff and equipment provided for Foundation events or programs. 10. Assets. Ail assets, personal property, or real property that are acquired pursuant to this Agreement by the Foundation for the Parks shall be held by the Foundation solely for the use and benefit of the Parks. In the event this Agreement is canceled or is not renewed or in the event the Foundation dissolves, the Foundation shall transfer title to all of its assets to Parks for its exclusive use. 11. Terzri, Dfective Date,cellation, artd Rene`yal> a. This Agreement shall become effective as per the resolution of the Board of County Commissioners and shall become effective in accordance with Resolution No. 1'77-04. This Agreement shall be in effect for the period of three years following its first effective date. This Agreement may be canceled by either party for any reason or no reason upon thirty (30) days written notice to the other party. C VOCiJbRCT,ho11MPx6.1 fF-brb+Y9MdK+cn • Cw.ly Av..M IPdkil d% 7 /i 9°i '.'�,.,."«•::�:.:'``l,�t1�,.`..i`G!�H4r1 �r4.�'i�i.`'tyN;!,'+,'''htr4;9 i.i}):, i.. b. Unless canceled pursuant to the provision stated above, this Agreement may be renewed for subsequent terms of three (3) years, fora total of five (5) terms (including the original term), upon written request of the Foundation to the County filed with the Parks Director, no Less than sixty (60) days prior to the expiration of the terrn. In sue event, the partners may mutually agree to renew this contract subject to suoh reasonable modifications to its terms and conditions as may be mutually agreed by the parties. If the parties cannot agree, either party may decline to renew the contract. In no event shall the entire terra of this agreement exceed fifteen (15) years from the effective date of the Agreement. c. In the event the Foundation dissolves, the Foundation shall provide written notice to the Parks Director sixty (60) days prior to said dissolution, 12. Insurance. a. Minimum Insurance Requirements: Certificates of Insurances The Foundation shall furnish to the County, c/o Department of General Services Administration, Risk Management Division, 111 NW 1 Street, Miami, FL 33128 Certificate(s) of Insurance indicating covering has been obtained which meets the requirements as outlined below: • Worker's Compensation Insurance for all Foundation employees, if any, as required by See. 440, Florida Statutes, • Public Liability Insurance on a comprehensive basis in an amount not less than $500,000 combined single limit per occurrence for bodily injury and property damage. The Library and Miami -Dade County must be shown as an additional insured with respect to this coverage. • Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in connection with the work, in an amount not less than. $500,000 combined single limit per occurrence for bodily injury and property damage. b. Modification and Changes. The Foundation shall notify the County of any intended changes in insurance coverage, including but not limited to any renewals of existing insurance policies. Upon review of this Agreement, by the County's Risk Management Division, the County may increase, decrease, waive or modify any of the aforementioned insurance requirements. Any request by the Foundation to decrease, waive or modify any of the aforementioned insurance requirements must be approved in writing by the County's Risk Management Division. tlX)CLOANTWri.*Akl TMM1ddIMl,41M.",• CneM, olgroxli{ lPatiai•" 8 / f-oils. o�i��' S:NiS*-i`�:)�'lij't.'N;�'`.�.��lirf .Y! Fim fn < c. i s ificitons and Ratings. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals. All insurance policies required above shall be issued by companies authorized to business under the laws of the State of Florida, with the following qualifications; The company must be rated no less than " i3" as to management, and no less than "Class V: as to financial strength by the latest edition of Best's Insurance Guide, published by A.M, Best Company, Qldwick, New Jersey, or its equivalent, subject to the approval of the County Risk Management Division, or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or approved to Do Business in Florida", issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund, Certificates of Insurance shall indicate that no modification or change in insurance shall be made without thirty (30) days written advance to the certificate holder, d. Failure to Provide Certificates of insurance. Failure by the Foundation to provide the Certificates of Insurance or written verification within sixty (60) days of execution of this Agreement may result in termination of this Agreement. 13. General Provisions. During the teen of this Agreement, the following provisions shall apply: a. Neither the County nor the Foundation may transfer in any fashion all or any part of its respective rights or obligations under this Agreement to a third party unless authorized in writing and agreed to by both parties; b. The County and the Foundation shall obey all laws, statutes, ordinances, codes, rules and regulations of all governmental entities with appropriate authority and jurisdiction; c. The Foundation shall indemnify and save the County harmless from any and all claims, liability, losses, and causes of action, which may arise out of the negligent, reckless, or intentional acts of the Foundation, its agents (including volunteers) and employees in performance under this Agreement. The Foundation directly or through its insurance carrier shall pay all claims and losses of any nature whatsoever in connection therewith, and shall defend all such suits, in the name of the County when applicable, and shall pay all costs and CVOCVME TI,Frge kt F4,...6,.6 0.14, •moat).Artalla CP.A., ba 2r I,trrti•cy'i_, ,u ,41 judgments which may issue thereon. To the extent allowed and subject to the monetary and other limitations set forth in Section 768.28, Florida Statutes, the County shall indemnify and save the Foundation harmless from any and all claims, liability, losses and causes of action that may arise out of the negligent acts of the County, its agents and employees, in performance under this Agreement. The County directly or through its insurance carrier shall pay all claims and losses of any nature whatsoever in connection therewith, and shall defend all suits, in the name of the Foundation when applicable, and shall pay all costs and judgments which may issue thereon, It is expressly recognized that the insurance requirements of this contract do not limit a party's responsibility to indemnify another party under this provision, d. No indulgence, consent to, or waiver of any breach of any provision of this Agreement by either party shall be construed as a consent to or waiver of any other breach of the same or any other provision of this Agreement unless specifically acknowledged in writing by both parties. e. The occurrence of any non-performance of an action required hereunder, or the performance of any action contrary to the terms of this Agreement shall constitute a default of this Agreement. f. Upon notice of default by either party, the party receiving such notice shall immediately cure or, if such default cannot be immediately cured, comxnence to cure the default, if such default exists, Failure to cure a default immediately or failure to commence and diligently pursue cure to a timely conclusion, shall be adequate grounds for immediate termination of this Agreement. g, Any notice, request, demand, instruction or other communication to be given to any party hereunder, shall be in writing and shall either be (i) hand -delivered, (ii) sent by Federal Express or a comparable over -night mail service, or (iii) sent by confirmed telephone facsimile transmission provided that an original copy of the transmission shall be mailed by first-class U.S. Mail to the following parties at their respective addresses. Notice shall be deemed to have been given upon receipt or refusal of delivery of said notice. The names and addresses for the purpose of this paragraph may be changed by giving notice. Unless or until such written notice is received, that last addressee and address stated below shall be deemed to continue in effect for all purposes hereunder. For the Foundation: Foundation President Parks Foundation, Inc. 275 Northwest 2nd Street Miami, FL 33128 C‘POCUMW14>rt .il-„h.td,gia,6..,1,Ally10«u1 10 For the County, Copy: Parks Director Miami -Dade County Parks Department 275 Northwest 2nd Street Miami, FL 33128 County Manager Miami -Dade County 111 NW 1 Street, Suite 290 Miami, Florida 33128 Or to such other addresses as may be designated in writing. Courtesy copies of notices shall be sent to the additional, parties as may be requested in writing by the Foundation or the County; h, Where any approval is required, such approval shall not be unreasonably withheld or unduly delayed. i. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, j. In the event that one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall be construed as if such invalid, illegal, or unenforceable provision has never been contained herein, Further, in the event that any provision of this Agreement shall be held to be invalid, illegal or unenforceable by virtue of its scope, but may be made valid, legal or enforceable by limitation thereof, such provision shall be deemed to be amended to the minimum extent necessary to render it valid, legal or enforceable under the laws of the jurisdiction in which validity, legality, or enforceability is sought. k, This Agreement together with any exhibits or attachments constitutes the entire Agreement between the Foundation and the County and may not be changed or amended except in writing as provided in this Agreement or as duly approved by the Miami -Dade County Board of County Commissioners, and signed by the parties, I. Autonomy, All parties agree that this agreement recognizes the autonomy of the contracting parties. Specifically, it is expressly understood that and intended that the Foundation is not an agency or instrumentality of the County. In addition, the Foundation's agents or employees are not agents or employees of the County. At no time during the performance of this Agreement shall the Foundation's agents, including but not limited to volunteers and employees, give the appearance that they are agents of the County nor shall they be construed to be actual agents of the County. tOficXvprorr5viqu.artiFwamaYwart»w•CwAyhY al,ril}dce lI l m. Neither party may unilaterally amend this agreemont, IN WITNESS WHEREOF, the parties set their hands and seal of approval MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COlvIMISSIONERS HARVEY RUVIN, CLERK BY: GEORGE M. BURGESS County Manager PARKS FOUNDATION, INC„ a Florida not -for -profit corporation BY: BY: Insert Name of President President Approved for Legal Sufficiency: CV:darat)cr3strof ,ecrsnert voqcskrAraktd.ocion • Comt7 Ayr az* Co tfild.$16:c • 12 t/ Detail by Entity Name ATTACHMENT 3 Page 1 of 2 Detail by Entity Name Florida Non Profit Corporation FRIENDS OF THE UNDERLINE, INC. Filing information Document Number N13000010379 FEI/EIN Number 46-4028150 Date Filed 11/18/2013 Effective Date 01/01/2014 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 10/10/2014 Event Effective Date . NONE Principal Address 55 MERRICK WAY SUITE 202 CORAL GABLES, FL 33134 Mailing Address 1004 COTORRO AVENUE CORAL GABLES, FL 33146 Registered Agent Name & Address DALY, MARGARET 1004 COTORRO AVENUE CORAL GABLES, FL 33146 Name Changed: 02/22/2015 Officer/Direcfor Detail Name & Address Title PD DALY, MARGARET 1004 COTORRO AVENUE CORAL GABLES, FL. 33146 Title VD THOMSON, PARKER http://search.sunbiz.org/Inquiry/CorporationSeareh/SearchResultDetaii?inquirytype=Entity.,, 3/26/2015 Detail by Entity Name Page 2 of 2 1010 HARDEE ROAD CORAL GABLES, FL 33146 Title TD TERRONE, ROGER 14005 SW 72ND CT PALMETTO BAY, FL 33158 Annual Reports Report Year Filed Date 2015 02/22/2015 Document Images 02/22/2015 -- ANNUAL REPORT 10/10/2014 -- Name Change 06/09/2014 -- Amendment and Name Change 12/11/2013 -- Amendment 11/18/2013 -- Domestic Non -Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Copttrioht ti'J and Privacv Policies State of Florida, Department of State http://search,sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=-Entity... 3726/2015 2015 FLORIDA NON PROFIT CORPORATION ANNUAL REPORT FILED DOCUMENT# N13000010379 Feb 22, 2015 Entity Name: FRIENDS OF THE UNDERLINE, INC. Secretary of State CC0431951682 Current Principal Place of Business: 55 MERRICK WAY SUITE 202 CORAL GABLES, FL 33134 Current Mailing Address: 1004 COTORRO AVENUE CORAL GABLES, FL 33146 FEI Number: 46.4028150 Name and Address of Current Registered Agent: DALY, MARGARET 1004 COTORRO AVENUE CORAL GABLES, FL 33146 US Certificate of Status Desired: No The above named entity submits this statement far the purpose of changing its rag/Stored office or registered agent, or both, in the State of Florida. SIGNATURE: MARGARET DALY 02/22/2015 Electronic Signature of Registered Agent Officer/Director Detail : Title PD Title VD Name DALY, MARGARET Name THOMSON, PARKER Address 1004 COTORRO AVENUE Address 1010 HARDEE ROAD City -State -Zip: CORAL GABLES FL 33146 City -State -Zip: CORAL GABLES FL 33146 Title TO Name TERRONE, ROGER Address 14005 SW 72ND CT CIty'State-Zip: PALMETTO BAY FL 33158 Date I hereby certify that the Information indicated on this report or supplemental report Is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that 1 am an officer corporation or the receiver or trustee empowered to execute this report as required by Chapter 617, Florida Statutes; and (hal my name appears above, or on en attachment with ail other like empowered. SIGNATURE: MARGARET DALY DIRECTOR, PRESIDENT 02/22/2015 Electronic Signature of Signing Officer/Director Detail Date Electronic Articles of Incorporation For METRORAIL GREENLINE STEERING COMMITTEE, INC. NI3000010379 FILED November 18, 2013 Sec. Of State tscott The undersigned incorporator, for the purpose of forming a Florida not -for - profit corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: METRORAIL GREENLINE STEERING COMMITTEE, INC. Article II The principal place of business address: 55 MERRICK WAY SUITE 202 CORAL GABLES, FL. 33134 The mailing address of the corporation is: 1004 COTORRO AVENUE CORAL GABLES, FL. 33146 Article III The specific purpose for which this corporation is organized is: THE NON PROFIT CORPORATION WILL CREATE THE VISION, ADVOCATETO THE COMMUNITY, AND FUNDRAISE TO PAY FOR THE CONVERSION OFTHE MIAMI DADE CTY METRORAIL MPATH INTO A 10 MILE, WIDENED,CONTIGUOUS WALKING AND BIKING PATH. Article IV The manner in which directors are elected or appointed is: AS PROVIDED FOR IN THE BYLAWS, Article V The name and Florida street address of the registered agent is: MARGARET DALY 1004 COTORRO AVENUE CORAL GABLES, FL. 33146 I certify that I am familiar with and accept the responsibilities of registered agent. Registered Agent Signature: MARGARET DALY Article VI The name and address of the incorporator is: MARGARET DALY 1004 COTORRO AVENUE CORAL GABLES, FL 33146 N13000010379 FILED November 18, 2013 Sec. Of State tscott Electronic Signature of Incorporator: MARGARET DALY I am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are true. I am aware that false information submitted in a c ooument to the Department of State constitutes a third degree felony as provided for in s.817,155, F.S. I understand the requirement to file an animal report between January lst and May 1st in the calendar year following formation of this corporation and every year thereafter to maintain "active" status. Article VII The initial officer(s) and/or director(s) of the corporation is/are: Title: PRES MARGARET DALY 1004 COTORRO AVENUE CORAL GABLES, FL, 33146 Title: VP PARKER THOMSON SR, 1010 HARDEE ROAD CORAL GABLES, FL, 33146 Article VIII The effective date for this corporation shall be: 01/01/2014 2015 FLORIDA NON PROFIT CORPORATION ANNUAL REPORT DOCUMENT# N13000010379 Entity Name: FRIENDS OF THE UNDERLINE, INC. Current Principal Place of Business: 55 MERRICK WAY SUITE 202 CORAL GABLES, FL 33134 Current Mailing Address: 1004 COTORRO AVENUE CORAL GABLES, FL 33146 FEI Number: 46.4028150 Name and Address of Current Registered Agent: DALY, MARGARET 1004 COTORRO AVENUE CORAL GABLES, FL 33146 US FILED Feb 22, 2015 Secretary of State CC0431951682 Certificate of Status Desired: No The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE; MARGARET DALY 02/22/2015 Electronic Signature of Registered Agent Officer/Director Detail Title Name Address City -State -Zip: Title Name Address City -State -Zip: PD DALY, MARGARET 1004 COTORRO AVENUE CORAL GABLES FL 33146 TD TERRONE, ROGER 14006 SW 72ND CT PALMETTO BAY FL 33158 Title Name Address City -State -Zip: VD THOMSON, PARKER 1010 HARDEE ROAD CORAL GABLES FL 33146 Date I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my Woo/rank signature shall have the same tegai effect as if made under oath; that 1 am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 617, Florida statutes; and that my name appears above, or on an attachment with ell ether like empowered. SIGNATURE: MARGARET DALY DIRECTOR, PRESIDENT 02/22/2015 Electronic Signature of Signing Officer/Director Detail Date (Requestot's Name) (Address) 700264156317 (Address) (City/StatealplPhone #) PICKUP [3 WAIT MAIL (Business Entity Name) (Document Number) Certified Copies / Certificates of Status Special Instructions to Filing Officer. 700264 0264 1 S63 :Lit O9/1O/14m�-OO1OOl?--017*e:-.67. mils i O/ i O/ 14--01002--Ou6 010.00 OCT 16 2014' f . WHITE Office Use Only m {i1 0 y FLORIDA DEPARTMENT OF STATE Division of Corporations September 19, 2014 MARGARET DALY 1004 COTORRO AVE CORAL GABLES, FL 33134 SUBJECT: FRIENDS OF THE GREENLINK, INC. Ref, Number: N13000010379 We have received your document for FRIENDS OF THE GREENLINK, INC, and your check(s) totaling $55.00. However, the enclosed document has not been filed and is being returned for the following c©rrection(s): The above entity is a Florida corporation and the document and fee submitted are for a Florida limited liability company. The correct form is enclosed and an additional filing fee of $10.00 is due. Please return your document, along with a copy of this letter, within 60 days or your filing will be considered abandoned. If you have any questions concerning the filing of your document, please call (850) 245-6050, Rebekah White Regulatory Specialist II Letter Number: 014A00020147 • 1 .St: www,sunbiz.org Division of Corporations - P,O. BOX 6327 -Tallahassee, Florida 32314 COVER LETTER TO: Amendment Section Division of Corporations NAME OF CORPORATION: t'YivA of +1t4- Gr e w LONIc Ty C • DOCUMENT NUMBER: N 1 3 0 0 00 I Q 3 !q The enclosed Articles of Amendment and feet are submitted for filing. Please return all correspondence concerning this matter to the following: Malarot 'Day (Name of Contact Person) (Firm/ Company) 1. f Co Y(o mva, (Address) Coro C, r4,6 (0 a 131qt (City/ State and Zip Code) �M tt cc � a ie I. VI CaS Oft W Pt • t.OVV1 E-mail address: (to e used for future annual repots notiilcation) For further information concerning this matter, please call: arcuct 'Dc4 l at ( 3 os")sf3 i- ! i g ef ame of Contact Per, on) (Area Code & Daytime Telephone Number) Enclosed is a check for the following anmunt made payable to the Florida Department of State: 0 $35 tiling lice. Ds43,75 Filing Fee & 0S4:,.75 Filing Pee & D$52.50 Filing Fee Certificate of Status Certified Copy Certificate of Status (Additional copy is Certified Copy enclosed) (Additional Copy is Enclosed) Mailing Address Street Address Amendment Section Amendment Section Division of Corporations Division of Corporations P.O, Box 6327 Clifton Building Tallahassee, PL 32314 2661 Executive Center Circle Tallahassee, FL 32301 4 to.ov per U./It' (Name of Corporation as ettrrently filed with the Florida Dept, of State) 13 00001 03` ' (Document Number of Corporation (II' known) Articles of Amendment to Articles of incorporation ' of 1 Fl Itt r < t'ri,1jr'A� fI ED OCT 10 Pi 22 10 Pursuant to the provisions of section 617.1006, Florida Statutes, this Florid Not Por Profit Corporation adopts the following amendments) to its Articles of Incorporation: A. !remanding name, enter the new name of the corporation: r t ettl a s of The. Oro( ey (4 o f Th C • The new name must be distinguishable and contain the word "corporation" or "Incorporated" or the abbreviatlon "Corp." or 'Inc. " "Comoro; v"or "Co." tnnv not he used in the mane. B. Enter new principal office address, if aunlieable: (Principal office address MUST BE' A STREET ADDRESS) C, Enter new mailing address, ifaoplieable: (Mailing address MAY BE A POST OPFJCIs" BOX) D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:. /Jame of New1{Rgisterea Agent; New Registered Once ,1 ddreo: (Florida street address) Florida (City) (Zip Code) New Registered Agent's Signature, if changing Registered Agent: I hereby accept the appointment as registered agent. 1 am familiar with and accept the obligations of the position. Signature of New Registered Agent, if changing Page 1 ef 4 MIf amending the Officers and/or Directors, enter the title and name of each officer/director being removed And title, name, and address of each Officer and/or Director being added: (Attach additional sheets, if necessary) Please note the officer/director title by the first 'letter of the office title: P = President; V= Vice President; T= Treasurer; S= Secretary; D Director; TR= 7'rustee; C = Chairman or Clerk; CEO = Chief &ectttire Officer; CFO = Chief Financial Officer. if an officer/director holds more than one title, list the first letter of each office held President, Treasurer, Director would be P7'D. Changes should be noted in the following manner. Currently John Doe is listed as the PST and Alike tortes is listed es the V There is a change, Alike Jones leaves the corporation, Sally Smith is named the V and S, These should he noted as John Doe, PT as a Change, Alike Jones, V as Reprove, and Sally Smith, SV as an Add. Example: X Change PT John Doe X Remove V Mike Jones X Add SV Sally Smith Type of Action (Cheek One) Change Add Remove 2) Change Add Remove 3) Change Add Remove 4) , . Change Add Remove 5) Change Add Remove 6) _ Change Add Remove Tjtle Name Address Page 2 of 4 E. If amending or adding additiona41 Articles, enter ehange(s) here: (attach additional sheers, 1f necessary). (Be specific) 1 Page 3 of4 The date of each amendment(s) adoption: , if other than the date this document was signed. Effective date if anplicable; (no more than 90 days after cvncndment f le dale) Adoption ofAir endment(s) (CHECK ONE) i ti The amendment(s) wasiwcro adopted by the members and the number oi'votes cast for the amendment(s) was/tvere sufficient for approval, 0 There arc no members or the nbers entitled to vote on the amendmont(s). The atnendment(s) was/were adopted by the board of directors. Dated Signature (By the chair or vice hairma of the board, president or other officer-ifdirectors have not be -elected, by . corporator — if in'the hands of a receiver, trusted, or other court *pointed fiduciary by that fiduciary) ;'ped or printed name of pees 'FOUVICAW D6re, air* (-title of person signing) Page 4 of 4 OFFI I FILE COPY CLERK 0 TIM BOARD, OF covrme COMMISSIONERS :4414143,U-DADE COVICIT, FLORIDA ATTACHMENT 4 MEMORANDUM Agenda Item No. 11(A) (19) TO; Honorable Chairwoman Rebeca Sosa and Members, Board of County Commissioners FROM: R. A. Cuevas, Jr. County Attorney DATE: December 18, 2014 SUBJECT; Resolution urging the Florida Legislature to apportion 10 percent of the funding dedicated to the Land Acquisition Trust Fund, pursuant to the Florida Water and Land Conservation Initiative, Florida Constitutional Amendment 1, to greenway and trail projects, including but not limited to the Underline, Western Greenbelt and the Biscayne Everglades Greenway projects Resolution No. R-1148-14 The accompanying resolution was prepared and placed on the agenda at the request of Prime Sponsor Commissioner Jose "Pepe" Diaz. RAC/srnm MEMORANDUM (Revised) TO: Handxable Charwoman R.ebeca Sosa and Members, Board of County Comii asioners December 18, 2014 MOM: R. A. Cowes, xr SUBJECT: Agenda Item No, 11(A) (19) County Attorney I'leaSe note any items checked. "3-Day Rule" for committees applicable if raised 6 weeks required. between first reading and public hearing 4 weeks notification to muuieipal officials required prior to public hearing Decreases revenues or i nereases eipenditures without balancing budget Budget repaired Statement of fiscal impact required Ordinance crating a new board requires detailed County Mayor's report for public bearing No committee review Applicable kgislation requires more than a majority vote (i,e,, 2I3's , 3I5's , unanimous ) to approve Current i forpaation, regarding funding source, index code and available balance, and available capacity (if debt is contemplated) required Approved Mayor Agenda Item No. 11(A) (19) Veto 12-18-14 Override RESOLUTION NO. R-1148-14 RESOLUTION URGING THE FLORIDA LEGISLATURE TO APPORTION 10 PERCENT OF THE FUNDING DEDICATED TO THE LAND ACQUISITION TRUST FUND, PURSUANT TO THE FLORIDA WATER AND LAND CONSERVATION INITIATIVE, FLORIDA CONSTITUTIONAL AMENDMENT 1, TO GREENWAY AND TRAIL PROJECTS, INCLUDING BUT NOT LIMITED TO THE UNDERLINE, WESTERN GREENBELT AND THE BISCAYNE EVERGLADES GREENWAY PROJECTS WVHEHEAS, on November 4, 2014, Florida voters overwhelmingly approved Florida Constitutional Amendment 1, the Florida Water and Land Conservation. Initiative, which dedicates to the Land Acquisition Trust Fund no less than 33 percent of net revenues collected from the existing excise tax on real estate documents to be used to acquire, restore, and manage conservation and recreation lands throughout Florida for a period of 20 years; and WHEREAS, the revenues collected pursuant to this amendment may be used to finance the acquisition and improvement of land and outdoor recreation areas, including recreational trails, parks, and urban open space; and WHEREAS, Miami -Dade County has developed a Countywide Parks and Open Space System Master Plan which contains a 50-year guide to future parlc and trail development, including an emphasis on offering transportation alternatives, reducing traffic congestion, and creating new recreation opportunities; and WHEREAS, there are a number of projects in the works designed to snake Miami -Dade County a safer and more enjoyable place to bicycle, run and walk, including the Underline and the Biscayne Everglades Greenway projects; and Agenda Item No. 11(A) (19) Page No. 2 WHEREAS, the Underline project will transform various lands underneath Miami's MetroRail into a contiguous 10 mile linear park and urban trail; and WHEREAS, the Western Greenbelt project will create the westernmost recreational trial in Miami -Dade County, running from the Broward County border to Homestead; and WHEREAS, the Biscayne Everglades Greenway project will create a 42 mile loop trail that will link Everglades and Biscayne National Parks in south Miami -Dade County; and WHEREAS, also under consideration by this Board is proposed Resolution No. R-2718- 14, which would urge the Florida Legislature to provide funding for the acquisition and improvement of the proposed Ludlam Trail Corridor; and WHEREAS, this Board has long supported projects geared towards enhancing the livelihood of Miami -Dade County citizens while improving the environmental footprint and economic impact of our County, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board: Section 1. Urges the Florida Legislature to apportion 10 percent of the -funding dedicated to the Land Acquisition Trust Fund, pursuant to the Florida Water and Land Conservation Initiative, Florida Constitutional Amendment 1, to greenway and trail projects, including but not limited to the Underline, Western Greenbelt and the Biscayne Everglades Greenway projects. Section 2, Directs the Clerk of the Board to transmit a certified copy of this resolution to the Governor, Senate President, House Speaker, and the Chair and Members of the Miami -Dade State Legislative Delegation. Agenda Item No, 11(A)(19) Page No. 3 Section 3, Directs the County's state lobbyists to advocate for the issues raised in Section 1 above, and authorizes and directs the Office of Intergovernmental Affairs to amend the 2015 State Legislative Package to include this item. The Prime Sponsor of the foregoing resolution is Commissioner Jose "Pepe" Diaz. It was offered by Commissioner Rio "Pepe"Diaz , who moved its adoption. The motion was seconded by Commissioner Xavier L. Suarez and upon being put to a vote, the vote was as follows: R.ebeea Sosa, Chairwoman aye Bruno A. Barreiro absent Esteban L. Bova, Jr. absent Dan.iella Levine Cava nay Jose "Pepe" Diaz aye Audrey M. Edmonson absent Sally A. Heyman aye Barbara J, Jordan absent Jean Monestime aye Dennis C. Moss absent Sen. Javier D. Souto aye Xavier L. Suarez aye Juan C, Zapata absent The Chairperson thereupon declared the resolution duly passed and adopted this 18 day of December, 2014. This resolution shall become effective upon the earlier of (1)10 days after the date ofits adoption unless vetoedby the County Mayor, and if vetoed, shall become effective only upon an override by this Board, or (2) approval by the County Mayor of this Resolution and the filing of this approval with the Clerk of the Board. MIAMI.DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS HARVEY RUVIN, CLERK. By: Approved by County Attorney as to form and legal sufficiency. Matthew Papkin Christopher .Agrippa Deputy Clerk OF 1A.L FILE COLNY CLERK c F T . BOARD OF cOUNTY COMICSSIONERS MY -BADE COUNTY,' FLORIDA ATTACHMENT 5 MEMORANDUM DATE: TO: Honorable Chairman Jean Monesthne and Members, Board of County ComniisSioners FROM: R. A, Cuevas, Jr. County Attorney Amended Agenda Item No. l l (A)(3 5) SUBJECT: .February 3, 2015 Resolution waiving Resolution No. R 764-13; amending Resolution No, R-1143-14 to revise the Board's state legislative priorities for the 2015 legislative session to include funding for the Underline as a priority; approving the 2015 state legislative priority Resolution No. R-155-1 5 The accompanying resolution was prepared and placed on the agenda at the request of Prime , Sponsor Commissioner Jose 'Pepe" Diaz and Co -Sponsor Commissioner Rebeca Son. R. A. Cuevas, Jr, County Attorney RA.C/jls MEMORANDUM (Revised) TO; Honorable Chairman Jean Monestime and Members, Board of County Commissioners DA.!E; February 3, 2015 Amended FROM: R. A. C - as, Yr. SUBJECT: Agenda Item No. 11(A) (3 5 ) County Attorney Please note any items checked, "3-Day Rule" for committees applicable if raised 6 weeks required between first reading and public hearing 4 weeks notification to municipal officials required prior to public hearing Decreases revenues or increases expenditures without balancing budget Budget required Statement of fiscal impact required Ordinance creating a new board requires detailed County Mayor's report for public hearing No committee review Applicable legislation requires more than a majority vote (Le., 2/3's 3/5's , unanimous ) to approve Current information regarding funding source, index code and available balance, and available capacity (if debt is contemplated) required Approved Mayor Veto Override RESOLUTION NO. R-155-15 Amended Agenda Item No. 11(A)(35) 2-3-15 RESOLUTION WAIVING RESOLUTION NO. R-764-13; AMENDING RESOLUTION NO. R-1143-14 TO REVISE THE BOARD'S STATE LEGISLATIVE PRIORITIES FOR THE 2015 LEGISLATIVE SESSION TO INCLUDE FUNDING FOR THE UNDERLINE AS A PRIORITY; APPROVING THE 2015 STATE LEGISLATIVE PRIORITIES WHEREAS, the 2015 session of the Florida Legislature will begin on March 3, 2015; WHEREAS, on January 24, 2012, this Board approved Resolution No. R-59-12, which directed the Office of Intergovernmental Affairs, when it presents the proposed federal or state legislative agenda to the Board, to include all "urging" resolutions and other resolutions related to federal or state legislation passed by the Board of County Commissioners to date for the current Congress or session; and WHEREAS, on September 17, 2013, this Board approved Resolution R-764-13, which directed that the federal and state legislative packages each be presented to the Board in two separate companion items, one consisting of no more than ten (10) priorities for distribution to the Miami -Dade Legislative Delegation and the other to include guiding principles, Board "urging" resolutions enacted to date, and departmental items for approval by the Board; and WHEREAS, Resolution No. R-764-13 provided that upon the priorities, including any amendments by the Board, being approved and effective, the Chair of the Board or a County Commissioner designated by the Chair shall transmit the priorities to the respective federal or state legislative delegation; and. Amended Agenda Item No. 11(A)(35) Page No. 2 WHEREAS, on December 16, 2014, this Board adopted Resolution No. R-1148-14, which urged the Florida Legislature to apportion 10 percent of the funding dedicated to the Land Acquisition Trust Fund, pursuant to the Florida Water and Land Conservation Initiative, Florida Constitutional Amendment 1, to greenway and trail projects, including the proposed Underline project ("the Underline"); and WHEREAS, on December 18, 2014, this Board adopted Resolution No. R-1143.14, which approved ten state legislative priorities for the 2015 session; and WHEREAS, the Underline endeavors to transform various lands below the County's elevated Metrorail system into a contiguous, 10-mile linear park and urban trail; and WHEREAS, the Underline seeks to connect communities, improve pedestrian and bicyclist safety, provide an. accessible space for exercise, attract development along the trail's path, and generate a positive economic impact; and WHEREAS, the Underline land is primarily Metrorail right-of-way, publicly owned, and is thus available for immediate development; and WHEREAS, over 19 architectural design firms have submitted master plan proposals to develop the land comprising the Underline; and WHEREAS, the Underline seeks to make the County a safer and more enjoyable place for bicyclist's, motorists, and pedestrians; and WHEREAS, securing funding for the Underline should be a top priority of this Board for the 2015 Legislative Session; and WHEREAS, this Board has long supported projects geared towards enhancing the livelihood of Miami -Dade County residents while improving the environmental footprint and economic impact of our County; and 4 Amended Agenda Item No, 11(A)(35) Page No. WHEREAS, the proposed 2015 state legislative priorities are attached to this resolution and incorporated by reference, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, 1that this Board: Section,1. Waives Resolution No. R-764-13 to permit inclusion of more than 10 state legislative priorities. Section 2. Amends Resolution No. R-1143-14 to revise the Board's state legislative priorities for the 2015 legislative session to include funding for the Underline. Section 3. Approves the state legislative priorities for the 2015 session as set forth in the attached. Section 4, Directs the County's state lobbyists to advocate for the state legislative priorities for the 2015 session. The Prime Sponsor of the foregoing resolution is Commissioner Jose "Pepe" Diaz and the Co -Sponsor is Commissioner Rebeea Sosa. It was offered by Commissioner Jams "Pepe" Diaz who moved its adoption. The motion was seconded by Commissioner Rehaca Sosa and upon being put to a vote, the vote was as follows: Jean Monestime, Chairman aye Esteban L. Bovo, Jr,, Vice Chairman aye Bruno A. Barreiro aye Daniella Levine Cava aye Jose "Pepe" Diaz aye Audrey M. Edmonson aye Sally A. Heyman aye Barbara J. Jordan aye Dennis C. Moss absent Rebeea Sosa aye Sen. Javier D. South aye Xavier L. Suarez aye Juan C. Zapata aye Amended Agenda Item No.11(A)(35) Page No. 4 The Chairperson thereupon declared the resolution duly passed and adopted this 3rd day of February, 2015. This resolution shall become effective upon the earlier of (1) 10 days after the date of its adoption unless vetoed by the County Mayor, and if vetoed, shall become effective only upon an override by this Board, or (2) approval by the County Mayor of this Resolution and the filing of this approval with the Clerk of the Board. MIAMI-DADB COUNTY, 1 BY ITS BOARD OF COUNTY COMMISSIONERS HARVEY RUVIN, CLERK By: Approved by County Attorney as to form and legal sufficiency. Javier Zapata Christopher Agrippa Deputy Clerk Miami.Dade County 2015 State Legislative Priorities 1. Reauthorization of the State Enterprise Zone Program: SUPPORT the reauthorization of the state Enterprise Zone program for another 10 years. 2, Film, Television and Entertainment: SUPPORT incentives for Film, Television and Entertainment that foster economic development and create jobs, 3, Medicaid Contributions: OPPOSE any further cost shifts to Miami -Dade county related to county Medicaid contributions and OPPOSE any delay or elimination of the transition to a Medicaid enrollees formula; urging the Florida Association of Counties to identify this issue as one of its priorities. 4, Ludlam Trail: Resolution urging the Florida Legislature to provide funding for the acquisition and improvement of the proposed Ludlam Trail Corridor pursuant to the Florida Water and Land Conservation Initiative, Florida Constitutional Amendment 1. 5. Equal Pay: Resolution urging the Florida Legislature to pass "equal pay" laws designed to equalize pay disparities between men and women. 6. Medicaid Expansion: Resolution supporting Medicaid expansion in Florida pursuant to the patient protection and Affordable Care Act of 2010; urging the Florida Legislature to enact legislation expanding Medicaid in Florida, 7. Elder Meal Program: Resolution urging the Governor and Florida Legislature to fully fund elder meal programs/local service providers in Miami -Dade County and opposing legislation that might result in reductions for funding of elder meal programs and local service providers in Miami -Dade County. 8. Transportation Funding: SUPPORT increased funding for transit and transportation projects hi Miami -Dade County. 9, Sadowski Act Affordable Housing Trust Fund: SUPPORT using Sadowski Act Affordable Housing Trust Fund revenues, not allocated under the state's conservation land buying program, solely for affordable housing; OPPOSE any further sweeps to the state general revenue fund. 10. Historic County Courthouse Preservation and Restoration: Resolution urging the Florida Legislature to create a program providing state funding for historic county courthouse preservation and restoration. 11. Underline Trail: Urging the Florida Legislature to include funding for the Underline pursuant to the Florida Water and Land Conservation Initiative, Florida Constitutional Amendment I.