HomeMy WebLinkAboutCity of Tamarac Resolution R-2011-041Temp. Reso. #12004
March 23, 2011
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2011. L11
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA AUTHORIZING THE MAYOR, VICE
MAYOR, CITY MANAGER AND ASSISTANT CITY MANAGER
TO TAKE ACTION, PURSUANT TO THE CITY OF TAMARAC
CHARTER, AND CONSISTENT WITH THE NEIGHBORHOOD
STABILIZATION PROGRAM ROUND 3 ("NSP3") GRANT
AGREEMENT ENTERED INTO BETWEEN THE CITY OF
TAMARAC AND THE UNITED STATES DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT, INCLUDING THE
EXECUTION OF PURCHASE AND SALE AGREEMENTS
FOR THE ACQUISITION OF PROPERTY PURSUANT TO
THE NSP3 GUIDELINES, AND TO AUTHORIZE THE MAYOR,
VICE -MAYOR, CITY MANAGER, AND ASSISTANT CITY
MANAGER TO EXECUTE OTHER DOCUMENTS
NECESSARY TO PROCEED TO CLOSING ON THE
ACQUISITION OF QUALIFIED PROPERTIES WITHIN THE
NSP3 TARGET AREA IN A MANNER CONSISTENT WITH
THE RESPECTIVE PURCHASE AND SALE AGREEMENTS;
PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City of Tamarac ("City") is an entitlement recipient of
federal funds from the United States Department of Housing and Urban
Development ("HUD") under the Community Development Block Grant
Program ("CDBG"); and
WHEREAS, the City received funds through the Neighborhood
Stabilization Program Round 3 ("NSP3") to facilitate the purchase and
rehabilitation of foreclosed and abandoned properties that might otherwise
become sources of abandonment and blight within the community; and
WHEREAS, the City Commission finds that acquisition, rehabilitation,
and subsequent conveyance of property pursuant to the NSP3 guidelines
Temp. Reso. #12004
March 23, 2011
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serves both a municipal and public purpose, and is consistent with the City's
authority pursuant to Section 166.021, Florida Statutes; and
WHEREAS, the City Commission, in order to expedite the acquisition of
real property pursuant to the NSP3 guidelines hereby authorizes the Mayor,
Vice -Mayor, City Manager and Assistant City Manager to execute Purchase
and Sale Agreements between the CITY and owners of real property pursuant
to the NSP3 guidelines to provide for the City to acquire property pursuant to
the NSP3 guidelines, and authorizes the Mayor, Vice -Mayor, City Manager,
and Assistant City Manager to execute any other documents that are
necessary to proceed to close on the respective property acquisitions in a
manner consistent with the Purchase and Sale Agreements for the acquisition
of property under the NSP3 guidelines; and
WHEREAS, the City Commission finds that the City's participation in the
NSP3 is consistent with the City's Charter, Code of Ordinances, and is in the
best interest of the residents and citizens of the City of Tamarac.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT:
Section 1. The foregoing "WHEREAS" clauses are hereby ratified
and confirmed as being true and correct, and are hereby incorporated herein
and made a part hereof. All exhibits attached hereto are incorporated herein
and made a specific part hereof.
Section 2. The City Commission finds that the acquisition of real
property pursuant to the NSP3 guidelines serves a municipal and public
purpose, and through the adoption of this Resolution, the City may acquire
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March 23, 2011
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property pursuant to the NSP3 guidelines without any further action by the City
Commission.
Section 3. The City Commission of the City of Tamarac hereby
authorizes the Mayor, Vice -Mayor, City Manager, and Assistant City Manager
to execute Purchase and Sale Agreements between the City and owners of
real property for the acquisition of real property by the City pursuant to the
NSP3 guidelines. The City Commission further authorizes the Mayor, Vice-
.
Mayor, City Manager, and Assistant City Manager to execute any other
documents that are necessary to proceed to close on the respective property
acquisitions in a manner consistent with the Purchase and Sale Agreements.
Section 4. The City Commission further authorizes, with respect to
the acquisition of real property through the NSP3, the City Attorney to amend
the Purchase and Sale Agreement which is attached hereto as Exhibit "A",
and incorporated herein by reference, in order to ensure legal sufficiency,
compliance with the NSP3 guidelines, and to insure that the acquisition of the
real property is in the best interest of the City, all factors considered.
Section 5. The City Commission hereby authorizes and directs the
appropriate City Officials to do all things necessary and expedient to
effectuate the intent of this Resolution.
Section 6. All resolutions inconsistent or in conflict herewith shall be
and are hereby repealed insofar as there is conflict or inconsistency.
Section 7. If any section, sentence, clause, or phrase of this
resolution is held to be invalid or unconstitutional by any court of competent
jurisdiction, then said holding shall in no way affect the validity of the
Temp. Reso. #12004
March 23, 2011
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remaining portions of this resolution.
Section 8. This resolution shall become effective upon its passage
and adoption by the City Commission.
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA THIS 13 DAY OF 2011.
CZ ti
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ATTEST:RD ICtO\`a�� `
PETER RICHARDSON, CRM, CIVIC
CITY CLERK
I HEREBY CERTIFY that I
Have approved this
RESOLUTION s to form.
C A O Y
CITY OF TAMARAC, FLORIDA
Ps'ki,L 9
PAMELA BUSHNELL, MAYOR
P. BUSHNELL ,
M. GOMEZ
M. SWENSON ram=
D. GLASSER:.
H. DRESSLER e
1
1
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT is made and entered into as of this day of ,
2011 ("Agreement") by and between the City of Tamarac, a Florida municipal corporation,
whose post office address is 7525 NW 88t' Avenue, Tamarac, Florida 33321 hereinafter
referred to as "PURCHASER") and
referred to as "SELLER").
(hereinafter
WITNESSETH
In consideration of the mutual agreements and upon and subject to the terms and
conditions herein contained, the parties hereto agree as follows:
1. DEFINITIONS.
The following terms when used in this Agreement for Purchase and Sale shall have
the following meanings:
1.1 Pro e . That certain property located at ,
Tamarac, Florida (collectively the "Property) which Property is more particularly described
with the legal description in Exhibit "A," attached hereto and made a part hereof.
1.2 Closina. The delivery of a Warranty Deed or Special Warranty Deed
to PURCHASER concurrently with the delivery of the purchase price to SELLER.
1.3 Closing Date. The Closing Date shall occur on or before Twenty (20)
days after the expiration of the Inspection Period.
1.4 Deed. A Warranty Deed or Special Warranty Deed which shall
convey the Property from SELLER to PURCHASER.
1.5 Earnest Money. The sum of One Thousand and 00/100 ($1,000.00)
Dollars has been delivered from PURCHASER to Escrow Agent pursuant to Section 2.1 set
forth herein.
1.6 Effective Date. The Effective Date of this Agreement shall be the date
upon its execution by all parties to this Agreement: SELLER, PURCHASER and the Escrow
Agent.
1.7 SELLER'S Address. SELLER's mailing address is
1.8 PURCHASER'S Address. PURCHASER's mailing address is 7525
NW 88"' Avenue, Tamarac, Florida 33321, with copy to Goren, Cherof, Doody & Ezrol, P.A.,
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Attn: Samuel S. Goren, City Attorney, at 3099 East Commercial Boulevard, Suite 200, Fort
Lauderdale, Florida 33308.
1.9 Other Definitions. The terms defined in any part of this Agreement
shall have the defined meaning wherever capitalized herein. Wherever appropriate in this
Agreement, the singular shall be deemed to refer to the plural and the plural to the singular,
and pronouns of each gender shall be deemed to comprehend either or both of the other
genders. As used in this Agreement, the terms "herein", "hereof' and the like refer to this
Agreement in its entirety and not to any specific section or subsection.
2. PURCHASE PRICE.
Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER the Property for
the total Purchase Price of
conditions hereinafter set forth.
and upon and subject to the terms and
2.1 Earnest Money. Concurrently with the execution of this Agreement,
PURCHASER shall deposit and cause to be placed in an escrow account maintained by
Goren, Cherof, Doody & Ezrol, P.A. ("Escrow Agent") in the amount of One Thousand
($1,000.00) Dollars ("Earnest Money').
Purchaser's obligation to close the transaction in accordance with provisions
of this Agreement is contingent upon the SELLER'S ability to deliver good and marketable
title for the Property in accordance herewith. Should the SELLER default hereunder, the
PURCHASER shall be entitled to an immediate refund of the entire sum of the Earnest
Money held by the Escrow Agent. At Closing, a copy of the closing statement signed by both
parties hereto shall be conclusive evidence of the SELLER'S right to receive the Earnest
Money deposit.
2.2 Balance of Purchase Price. PURCHASER shall pay the balance of
the Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by check
or wire transfer of readily negotiable funds to an account identified in writing by SELLER.
3. INSPECTIONS.
PURCHASER shall have fifteen (15) days commencing on the Effective Date to
perform inspections of the property as the PURCHASER deems necessary ("Inspection
Period"). During the Inspection Period, PURCHASER shall, at PURCHASER'S sole cost
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and expense, determine that utility services including, water, waste water, electric, telephone
and all other utilities are available in the proper size and capacity to serve the existing
facilities and installed to the property lines. At all times during the Inspection Period,
PURCHASER and PURCHASER'S agents shall be provided with reasonable access during
normal business hours to the Property for purposes of on -site inspection, upon reasonable
prior Notice to SELLER.
4. SELLER'S REPRESENTATIONS.
To induce PURCHASER to enter into this Agreement, SELLER makes the following
representations, all of which, to the best of SELLER'S knowledge, in all material respects and
except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the
date of the Closing unless SELLER receives information to the contrary, and (III) shall survive
the Closing. In that event, PURCHASER shall be provided immediate notice as to the
change to the following representations:
4.1 At all times from the Effective Date until prior to Closing, SELLER
shall keep the Property (whether before or after the date of Closing) free and clear of any
mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or
on behalf of SELLER prior to the Closing.
4.2 SELLER has no actual knowledge nor has SELLER received any
notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or
the Property by any organization, person, individual or governmental agency which would
affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse
fashion) the use, occupancy or value of the Property.
4.3 SELLER has full power and authority to enter into this Agreement and
to assume and perform SELLER'S obligations hereunder in this Agreement. SELLER does
not and will not conflict with or result in the breach of any condition or provision, or constitute
a default under, or result in the creation or imposition of any lien, charge, or encumbrance
upon any of the Property or assets of the SELLER by reason of the terms of any contract,
mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is
a party of which is or purports to be binding upon the SELLER or which affects the SELLER;
no action by any federal, state or municipal or other governmental department, board, bureau
or instrumentality is necessary to make this Agreement a valid instrument binding upon the
SELLER in accordance with its terms.
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4.4 SELLER represents that SELLER will not, between the date of this
Agreement and the Closing, without PURCHASER'S prior written consent, which consent
shall not be unreasonably withheld or delayed, except in the ordinary course of business,
create, by SELLER'S consent, any encumbrances on the Property. For purposes of this
provision the term "encumbrances" shall mean any liens, claims, options, or other
encumbrances, encroachments, rights -of -way, leases, easements, covenants, conditions or
restrictions.
4.5 SELLER represents that there are no parties other than SELLER in
possession of the Property or any portion of the Property as a lessee.
4.6 SELLER shall not list or offer the Property for sale or solicit or
negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use
SELLER'S best efforts to maintain the Property in its present condition so as to ensure that it
shall remain substantially in the same condition from the conclusion of the Inspection Period
to the Closing Date.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing,
by delivery of a Warranty Deed or Special Warranty Deed, title to the subject Property.
PURCHASER shall, within five (5) days from Effective Date, secure a title insurance
commitment issued by a title insurance underwriter approved and selected by PURCHASER
for the Property insuring PURCHASER'S title to the Property subject only to those exceptions
set forth in the commitment. The costs and expenses relative to the issuance of a title
commitment and an owners title policy shall be borne by the PURCHASER.
PURCHASER shall have five (5) days from the date of receiving said
commitment to examine the title commitment. If PURCHASER objects to any exception to
title as shown in the title commitment, PURCHASER prior to five (5) days of expiration of the
Inspection Period shall notify SELLER in writing specifying the specific exception(s) to which
it objects. Any objection(s) of which PURCHASER has so notified SELLER, and which
SELLER chooses to cure, shall be cured by SELLER so as to enable the removal of said
objection(s) from the title commitment prior to closing. Within five (5) days prior to closing,
SELLER shall send to PURCHASER a notice in writing (a "cure notice") stating either (i) that
the objection has been cured and in such case enclosing evidence of such cure, or (ii) that
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SELLER is either unable to cure or has chosen not to cure such objection. If SELLER shall
be unable or unwilling to cure all objections before closing, then PURCHASER may (a)
terminate this Agreement by written notice to the SELLER within five (5) days after receipt of
a cure notice specifying an uncured objection, in which event all instruments and monies held
by the Escrow Agent shall be immediately returned to PURCHASER; or (b) subject to the
provisions set forth below, proceed to close the transaction contemplated herein despite the
uncured objection.
5.2. Survey -and Legal Description. Within five (5) days from Effective Date,
PURCHASER at PURCHASER'S own expense shall order: (i) a survey prepared by a
registered land surveyor or engineer licensed in the State of Florida showing the boundaries
of the property, and the location of any easements thereon and certifying the number of acres
(to the nearest one thousandth acre) of land contained in the Property, all buildings,
improvements and encroachments; and (ii) a correct legal description of the Property which,
upon approval thereof by PURCHASER and SELLER (not to be unreasonably withheld),
shall be the legal description used in the deed of conveyance. The survey and legal
description shall be prepared and certified by a surveyor licensed and registered in the State
of Florida and shall comply with the requirements of the survey map established in
connection with the issuance of an owner's title insurance policy on the Land. The survey
shall be certified to PURCHASER and the title insurance company issuing the title insurance.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of PURCHASER'S
knowledge that all of the following are true and correct:
6.1 PURCHASER has full power and authority to enter into this
Agreement and to assume and perform all of its obligations hereunder.
6.2 No action by any federal, state, municipal or other governmental
department, board, bureau or instrumentality is necessary to make this Agreement a valid
instrument binding upon PURCHASER in accordance with its terms and conditions.
All of the representations, warranties and covenants of PURCHASER contained in
this Agreement or in any other document, delivered to SELLER in connection with the
transaction contemplated herein shall be true and correct in all material respects and not in
default at the time of Closing, just as though they were made at such time.
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7. CONDITIONS PRECEDENT TO CLOSING.
Each of the following events or occurrences ("Conditions Precedents") shall be a
condition precedent to PURCHASER'S obligation to close this transaction:
7.1 PURCHASER has not notified SELLER that it has deemed the
property to be unsuitable for its intended purpose as a result of the investigations conducted
on the Property during the Inspection Period.
7.2 SELLER has performed all covenants, agreements and obligations,
and complied with all conditions required by this Agreement to convey clear and marketable
title of the Property to PURCHASER, prior to closing.
B. RISK OF LOSS.
Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until
the deed is delivered by SELLER to PURCHASER. In the event any portion of the Property
is destroyed, rendered unleaseable or dysfunctional by fire or other casualty then the
following shall apply:
8.1 If the damage, as determined by the insurance adjuster, is not more
than Ten Thousand and 00/100 Dollars ($10,000.00): (i) PURCHASER shall complete
settlement and all insurance proceeds relating to the improvements damaged by such
casualty loss shall be paid to the PURCHASER, and (ii) SELLER shall assign to
PURCHASER on the date of Closing the full amount of any proceeds payable under
SELLER'S fire and extended coverage insurance policy applicable to said damage.
8.2 If the damage, as determined by the insurance adjuster, is more than
Ten Thousand and 00/100 Dollars ($10,000.00) DOLLARS, PURCHASER shall have the
option to (i) complete the settlement hereunder and collect all available insurance proceeds
relating to the improvements damaged by such casualty loss, in which case SELLER shall
pay to PURCHASER on the date of Closing the full amount of any deductible under
SELLER'S fire and extended coverage insurance policy, or (ii) terminate this Agreement and
receive a refund of entire deposit and interest. SELLER warrants that it shall maintain until
the date of the Closing adequate "All Risk" property insurance.
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8.3 In the event the Property, or any portion thereof, is condemned by any
governmental authority under its power of eminent domain or becomes the subject of a notice
of condemnation, prior to Closing, PURCHASER may elect to terminate this Agreement, in
which event the entire deposit and interest shall be returned to PURCHASER and neither
party shall have any further claim against the other, or PURCHASER may elect to complete
settlement hereunder, in which event SELLER shall assign to PURCHASER all of SELLER'S
right, title and interest in and to any condemnation awards, whether pending or already paid
applicable to the loss of the real property and the improvements located thereon, and there
shall be no adjustment to the Purchase Price.
9. CLOSING DOCUMENTS.
At closing, SELLER shall deliver to PURCHASER a Warranty Deed or Special
Warranty Deed, Bill of Sale (if applicable), No Lien/Gap Affidavit, Non -Foreign Certification in
accordance with Section 1445 of the Internal Revenue Code, 1099 Form and any other
documents as listed as title requirements in Schedule B-I of the Title Commitment to assure
the conveyance of good and marketable fee simple title of the Property to the PURCHASER.
10. CLOSING COSTS TAXES AND PRORATIONS.
10.1 Ad Valorem Taxes. PURCHASER and SELLER shall comply with
Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes
for the year of closing into escrow with the Broward County Revenue Collector's Office. In the
event that, following the Closing, the actual amount of assessed real property tax on the
Property for the current year is higher than any estimate of such tax used for purposes of the
Closing, the parties shall re -prorate any amounts paid or credited based on such estimate as
if paid in November. This shall survive the Closing.
10.2 Seller's Closing Costs. SELLER shall pay for the following items prior to
or at the time of closing: cost and expense related to updating the title, lien search and
providing marketable title as provided herein, documentary stamps tax on the deed as
provided under Chapter 201, Florida Statutes, as applicable.
10.3 Purchaser's Closing Costs. PURCHASER shall pay for the following
items prior to or at the time of Closing: costs associated with appraisals, inspection reports,
survey, environmental reports (if any), recording fees of deed, and promulgated rate of
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owner's title insurance policy.
11. CLOSING DATE AND PLACE.
The Closing will take place on or before the expiration of twenty (20) days subsequent
to the expiration date of the Inspection Period at the law offices of Goren, Cherof, Doody &
Ezrol, P.A located at 3099 E. Commercial Blvd., Suite 200, Fort Lauderdale, Florida 33308.
12. DEFAULT.
In the event of a default by SELLER, PURCHASER shall have the election of the
following remedies, which shall include the return of the earnest money as liquidated
damages or equitable relief to enforce the terms and conditions of this Agreement either
through a decree for specific performance or injunctive relief.
If the PURCHASER shall fail or refuse to consummate the transaction in accordance
with the terms and provisions of this Agreement, all monies on deposit shall be immediately
forfeited to SELLER as agreed upon liquidated damages and PURCHASER shall have no
other responsibility or liability of any kind to SELLER by virtue of such default. SELLER'S sole
and entire remedy shall be restricted to retention of the escrow deposit.
13. CONTINGENCIES.
PURCHASER'S obligations under the Agreement are contingent upon the following
events:
(a) PURCHASER is fully satisfied with its due diligence investigation conducted
during the Investigation Period.
(b) The conveyance by SELLER of clear and marketable title to the Property.
(c) The appraised value of the Property meets the Neighborhood Stabilization
Program 3 ("NSP 3") Guidelines of the City of Tamarac, as more particularly described in the
NSP 3 Addendum attached hereto and made a part of this Agreement.
14. REAL ESTATE COMMISSION.
The listing agent and cooperative brokers named below (collectively the "Brokers")
are the only Brokers entitled to compensation in connection with this Agreement. SELLER
and PURCHASER direct Closing Agent to disburse at closing the full amount of the
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brokerage fees as specified below or in separate brokerage agreements, a copy of which
shall be provided to Closing Agent.
Listing Broker:
Telephone:
Cooperating Broker:
Telephone:
Commission:
Commission:
15. ENFORCEABILITY.
If any provision in this Agreement shall be held to be excessively broad, it shall be
construed, by limiting and reducing it, to be enforceable to the extent compatible with
applicable law. If any provision in this Agreement shall, notwithstanding the preceding
sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect
any other provision of this Agreement.
16. NOTICE.
All written notices shall be deemed effective if sent to the following places:
PURCHASER: City of Tamarac
7525 NW 88"' Avenue
Tamarac, Florida 33321
Attn: Angela Bauldree, Housing and Neighborhood Programs
Manager
With Copy to: Samuel S. Goren, City Attorney
GOREN, CHEROF, DOODY & EZROL, P.A.
3099 East Commercial Boulevard, #200
Fort Lauderdale, Florida 33308
Tel: (954) 771-4500
Fax: (954) 771-4923
SELLER:
With a Copy to:
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ESCROW AGENT: GOREN, CHEROF, DOODY & EZROL, P.A.
3099 East Commercial Boulevard, #200
Fort Lauderdale, Florida 33308
17. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida. Venue shall be
in the Federal or State Courts in Broward County, Florida.
18. ENTIRE AGREEMENT.
All prior understandings and agreements between SELLER and PURCHASER are
merged in this Agreement. This Agreement completely expresses their full agreement.
19. AMENDMENT.
No modification or amendment of this Agreement shall be of any force or effect unless
in writing and executed by both SELLER and PURCHASER.
20. SUCCESSORS.
This Agreement shall apply to and bind the executors, administrators, successors and
assigns of SELLER and PURCHASER.
21. COUNTERPARTS:
This Agreement may be executed in two or more counterparts, each of which shall be
taken to be an original and all collectively deemed one instrument. The parties hereto agree
that a facsimile copy hereof and any signatures hereon shall be considered for all purposes
as originals.
22. LITIGATION COSTS:
In connection with any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover from the non -prevailing party all costs and expenses incurred,
including its reasonable attorney's fees at all trial and appellate levels and post judgment
proceedings.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated above:
h1011*11
PETER RICHARDSON, CITY CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
-ra
OFFICE OF THE CITY ATTORNEY
Witnesses:
ESCROW AGENT
PURCHASER:
CITY OF TAMARAC, FLORIDA
acting by and through its City Commission
BY:
PRINT NAME:
TITLE:
Dated:
SELLER:
By:
Title:
Signed on:
Accepted and Agreed to:
GOREN, CHEROF, DOODY S EZROL, P.A.
M
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Signed on:
SEAL
EXHIBIT "A"
LEGAL DESCRIPTION
(SUBJECT TO VERIFICATION BY SURVEY TO BE OBTAINED BY PURCHASER)
HA2011 \110125Wgreement of Purchase and Sale - FORM.doc:
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