BEFORE THE TATE OF FLORIDA COMMI SION 0 ETIDCS

In re

DATE FILED.
JUL 0 2 2012
COMMISSION ON ETHICS

LEE GI.Al\TNINO,
Respondent.

) ) )

CONFIDENTIAL
Complaint o. 11 -071

ORDER FOR UPPLEME TAL INVESTIGATIO OF FACT MATERIALLY RELATED TO COMPLAI T

UPO
1.

REVIEW of this complaint, I ftnd as follows: From the preliminary investigation of this complaint, it appears that there are facts

materially related to the complaint, consisting of facts which tend to show violations of the Code of Ethics by the Respondent other than those alleged in the complaint and consisting of possible separate instances of the same or similar conduct as alleged in the complaint, or consisting of facts which tend to show violations of the Code of Ethics by the Respondent which arise out of or in connection with the allegations of the complaint. 2. ection 112.322(1), Florida tatutes, requues the Commission to investigate

complaints of violations of the Code of Ethics, "including investigation of all facts ... materially related to the complaint at issue," which phrase is defined in ection 112.312(11), Florida

tatutes. Rule 34-5.0043(2), Florida Administrative Code, provides: Where facts materially related to the complaint are discovered by the investigator during the course of the investigation, the Executive Director shall order an investigation of them and the investigator shall include them in the investigative report. The Advocate may recommend and the Commission may order a public hearing as to those violations of the Code of Ethics which are indicated by such facts. From that point in the proceedings

BEFORE THE STATE OF FLORIDA COMMIS ION 0 ETHIC

DATE FILED
SEP 12 2012
OO'VI ISSIO 0

En CICS

In re LEE GIANNINO, Respondent.

) ) ) )

Complaint

o. ll-07 1

ORDER FINDING PROBABLE CAU E

Based on the preliminary investigation of this complaint and on the recommendation of the Commission's Advocate, the Commission on Ethics finds that there is probable cause to believe that the Respondent, as a member of the Deerfield Beach Housing Authority, violated ection 1 I 2.313(7)(a), Florida tatutes, by serving as president of a private company that leased office pace from the Housing Authority. Therefore, the Commi ssion orders a public hearing as to whether the Respondent violated this provision of the Code of Ethics. Additionally, based on the preliminary investi gation of this complaint and on the recommendation of the Commission's Advocate, the Commission on Ethics finds that there is probable cause to believe that the Respondent violated ection 112.3 143(3), Florida ta tutes, by fa iling to announce a confli ct and fi le the CE Form 8B within 15 days after the Housing Authority voted to reduce the interest rate and enter into a promi ssory note with the Respondent. However, because the Respondent abstai ned from the vote and substanti ally complied with the disclosure requirement by acknowledging that his actions had embarrassed the Housing Authority, the Commission will take no further action on this al legation unless the Respondent request a public hearing. Pursuant to ection 11 2.324(2), Florida tatutes, a nd Commission

~ ISSlON OH ETHICS

BEFORE THE TATE OF FLOIUDA COMMI 10 ON ETHIC

In re: Lee G ia nnino, Respondent.

DATF RECE MO AUG 0 1 ZOIZ

Complaint No. 11-071

------------------~/
ADVOCATE'S RECOMME DATION
The undersigned Advocate, after reviewing the Complaint and Report of Investigation filed in this matter, submits this Recommendation in accordance with Rule 34-5.006(3), F.A.C.

PARTIE
Respondent, Lee Giannino, served as a Deerfield Beach Housing Authori ty Commissioner. Complai nant is Timothy "Chaz" tevens of Deerfield Beach.

JUIUSDICTION
The Executive Director of the Commission on Ethics determined that the Complaint was legally sufficient and ordered a preliminary investigation for a probable cause determ ination as to whether Respondent violated ection 112.313(7)(a), Florida tatutes. On July 2, 2012, the

Executive Director issued an Order for Supplemental Investigation of Facts Materially Related to Complaint as to whether Respondent violated ection 112.2143(3), Florida tatutes. The

Commission on Ethics has jurisdiction over this matter pursuant to Section 112.322, Florida Statutes. The Report oflnvestigation was released on July 2, 2012.

ALLEGATIO

ONE

Respondent is alleged to have violated ection 112.313(7)(a), Florida Statutes, by serving as president to a private company that leased office space from Respondent's agency.

APPLICABLE LAW
Section 112.313(7)(a), Florida tatutes, provides as follows:

CO FLICTING EMPLOYMENT OR CO TRACTUAL RELATIO HIP. (a) o public officer or employee of an agency shall have or hold any employment or contractual relationship with any business entity or any agency which is subject to the regulation of, or is doing business with, an agency of which he or she is an officer or employee, excluding those organizations and their officers who, when acting in their official capacity, enter into or negotiate a collective bargaining contract with the state or any municipality, county, or other political subdivision of the state; nor shall an officer or employee of an agency have or hold any employment or contractual relationship that will create a continuing or frequently recurring conflict between his or her private interests and the performance of his or her public duties or that would impede the full and faithful discharge of hi s or her public duties.
In order to establish a violation of ection 11 2.3 13(7), Florida elements must be proved. 1. tatutes, the following

Respondent must have been a public officer or employee.

2. Respondent must have been employed by or have had a contractual relationship with a business entity or an agency. 3. uch business entity or state or agency must have been subject to the regulation of, or doing business with, the agency of which the Respondent was an officer or employee.

OR
1.

Respondent must have been a public officer or employee.

2. Respondent must have held employment or a contractual relationship that will: a) create a continuing or frequently recurring conflict between the Respondent's private interests and the performance of the Respondent's public duties; or b) impede the full and faithful discharge of the Respondent's public duties. 2

ANALY I Respondent formerly served as a member of the Deerfield Beach Housing Authority's Board of Commissioners. (DBHA) (ROI 1) He also served as the President of Grand American Title and Escrow Company (Grand American), a fo r profit business that originated in 2003 and was administratively dissolved on September 26, 2008. (ROI 4) In 2004, Grand American entered into a lease whereby it contracted with DBHA for business space. (ROI 5, Exhibit B) The term of the lease was three years. (ROI 5, Exhibit B) Respondent signed the agreement on behalf of Grand American. (ROI 5) Grand American became delinquent on lease payments in 2007. (ROI 6)

When Grand American moved out in 2007 the outstanding balance was $2, 796.32. (ROI 6) In December 20 10, the Executive Director of DBHA requested that Respondent sign a promissory note. (ROI 6) Apparently, that note charged 8% interest. (ROI 7) DBHA considered accepting that note at the December 14, 2010 meeting. (ROI 7) Motion was made and the vote approved reduction of the interest rate to 6% and the note was otherwise accepted. (ROI 7) Respondent was present but did not vote on the matter. (ROI 7, 8) Respondent did not fil e a memorandum of conflict. (ROI 8) The ROI refects Respondent did sign a note on January ll , 20 11. (Exhibit C) The elements that establish a violation are present. Respondent is a public offi cer by virtue of his service on DBHA. Respondent had a business relationship with Grand American, and

Grand American was doing business with DBHA by leasing business space from it. Therefore, based on the evidence before the Commission, I recommend the Commission find there is probable cause to believe that Respondent violated tatutes. ection 11 2.3 13(7)(a), Florida

ALLEGATIO

TWO

Respondent is alleged to have violated Section 112.3143(3), Florida tatutes, because after abstaining on a vote which inured to his private gain, Respondent did not publicly state the nature of his interest in the matter and/or did not file a memorandum disclosing the nature of his interest within 15 days of the vote.

APPLICABLE LAW
ection 112.3 143(3)(a), Florida tatutes, provides as follows: o county, municipal, or other local public officer shall vote in an official capacity upon any measure which would inure to his or her special private gai n or loss; which he or she knows would inure to the special private gai n or loss of any principal by whom he or she is retained or to the parent organization or subsidiary of a corporate principal by which he or she is retained, other than an agency as defined in s. 112.3 12(2); or which he or she knows would inure to the special private gain or loss of a relative or business associate of the public officer. uch public officer shall, prior to the vote being taken, publicly state to the assembly the nature of the officer's interest in the matter from which he or she is abstaining from voting and, within 15 days after the vote occurs, disclose the nature of his or her interest as a public record in a memorandum filed with the person responsible for recording the minutes of the meeting, who shall incorporate the memorandum in the minutes. In order to establish a vio lation of Section 112.3143(3)(a), F lorida tatutes, the following elements must be proved: 1. Respondent must have been a county, municipal or other local public officer serving on a collegial body. 2(A). Responde nt must have: a) voted in his or her official capacity on a measure which would have inured to the Respondent's own special private gain or loss, or b) voted in hi s or her official capacity on a measure which the Respondent knew would have inured to the special private gain or loss of a principal by whom the 4

Respondent was retained or to the parent organization or subsidiary of a corporate principal by which the Respondent was retained , or c) voted in his or her official capacity on a measure which the Respondent knew would have inured to the special private gain or loss of a relative or business associate of the Respondent. OR 2(B). When abstaining from a vote because of a conflict, the Respondent, prior to the vote being taken, must have failed to publicly state to the assembly the nature of his or her interest in the measure described in paragraph 2(A), above. OR 2(C). After abstaining from a vote because of a conflict, the Respondent failed to disclose the nature of his or her interest in the measure described in paragraph 2(A), above, as a public record in a memorandum filed within 15 days after the vote occurred with the person responsible for recording the minutes of the meeting at which the vote occurred.

ANALY I
ee facts contained in Analysis for count one. In addition, Respondent did not vote on the motion to reduce the interest rate and accept the promissory note he had signed. (ROI 7) However, where a voting conflict exists and the public official abstains, that official should also publicly state to the assembly the nature of his or her interest and file a memorandum within 15 days of the vote. Respondent did not publically state the nature of his conflict, but he did apologize for the negative publicity that the issue imposed on the City. (ROI 7) Given the circumstances, it appears that the Commission was aware of the Respondent's involvement with the lease before it approved

the promissory note. Under these facts, substantial compliance with the disclosure requirement of the statute may have been effected. CEO 86-29. 1 Regardless of Respondent's substantial compliance with the disclosure element found in 112.3143(3)(a)2B, F.. Respondent did not file a memorandum within 15 days after the vote as required by 112.3143(3)(a)2C, F .. Therefore, based on the evidence before the Commission, 1 recommend the Commission find there is probable cause to beli eve that Respondent violated tatutes. ection 112.3143(3), Florida

RECOMMENDATION
It is my recommendation that:

1. There is probable cause to believe that Respondent violated Section 112.313(7)(a), Florida tatutes, by serving as president of a private company that leased office space from Respondent' s agency.

There is probable cause to believe that Respondent violated Section 11 2.3 143, Florida tatutes, because after abstaining on a vote which inured to his private grun, Respondent did not publicly state the nature of his interest in the matter and/or did not file a memorandum disclosing the nature of his interest within 15 days.

2.

In CEO 86-29, while considering a potential 11 2.313(3), F.S. violation, the Commission found that because all members of the City Council were aware of the Mayor's involvement with the fire department he had substantially complied his obligation of full disclosure under the "sole source" exemption, 11 2.313( 12)(e), F.S. Howeve r, under the voting conflict prohibition Respondent must do two separate actions upon recusal. He must disclose the reason for recusal pursuant to Section 112.3143(3)(a)28, F.S. and he must file the memorandum under Section 112.3143(3)(a)2C, F.S.

Respectfully submitted this - - ' - - - day of August, 20 12 .

. GUILLEMETTE Advocat for the Florida Commission onp tfucs \ ~da Bar o. 0887803 Office of the Attorney General The Capitol, PL-01 Tallahassee, FL 32399-1050 (850) 414-3300, Ext. 4702

CEC 36-29 --April 3, 1986

Page I of3

'2EO 86-29 -- April 3, 1986

CO FLICT OF INTERE T; VOTING CO FLICT OF INTERE T CITY MAYOR SERVI GAS TRU TEE OF VOLUNTEER FIRE DEPARTME T CONTRACTING WITH CITY
To: Mr. James S. Theriac, 111, City Attorney, City of Cape Canaveral

UMMARY:
o prohibited conflict of interest exists where a city mayor serves as a trustee of a volunteer fire department which is contracting to provide services to the city. Although ection 112.313(3), Florida tatutes, prohibits a public officer from serving as a director of a business entity which is selling services to his agency, in this case the exemption of ection 112.313(12)(e) is applicable because the volunteer fire department is the sole source of supply for firefighting services within the city under the limitations of a city referendum. Further, the mayor was not prohibited by ection 112.3 143(3), Florida tatutes, from voting on the approval of the contract between the city and the volunteer fire department as he was not "retajned" by the organization.

QUE TION 1:
Does a prohibited conflict of interest exist where a city mayor serves as a trustee of a volunteer fire department which is contracting to provide services to the city? Under the circumstances presented, your question is answered in the negative. In your letter of inquiry you advise that Mr. Patrick Lee was elected to serve as Mayor of the City of Cape Canaveral in ovember, 1985. You also advise that he serves as a Trustee on the Board of Trustees for the local Volunteer Fire Department. In a telephone conversation with our staff, you advised that the Volunteer Fire Department is organized as a nonprofit corporation and that the Mayor receives no compensation for hi s services as trustee. You also advise that a referendum which passed in ovember, 1985, prohibited the City from entering into a contract for fire protection services with any entity other than the Volunteer Fire Department without the approval of the general electorate. After the Mayor took office, the City Council unanimously approved and entered into a contract with the Volunteer Fire Department for the provision of fire protection services. The Mayor participated in this vote. He did not file any written disclosure of his interest or position with the Volunteer Fire Department, although his involvement with the Department basically is a matter of public knowledge, as his campaign focused on that issue, and is a matter of particular knowledge to the members of the City Council. After the initial vote, the Council ratjfied its previous action, with the Mayor abstaining from voting. The Code of Ethics for Public Officers and Employees provides in part: CO FLICTING EMPLOYME T OR CO TRACTUAL RELATIO HIP. -- o public officer or employee of an agency shall have or hold any employment or contractual relationship with any business entity or any agency whjch is subject to the regulation of, or is doing business with, an agency of which he is an officer or employee ... ; nor shall an officer or employee of an agency have or hold any employment or contractual relationship that will create a continuing or

http:'/www.ethics.state.fl.us 1opinions/86/C[0%2086-029.htm

7/3 1/20 12

CEC 86-29 -- April 3, 1986

Page 2 of3

frequently recurring conflict between his private interests and the performance of his public duties or that would impede the full and faithful discharge of his public duties. [Section 112.313(7)(a), Florida Statutes (1985).] This provision would prohibit the Mayor from having any employment or contractual relationship with a business entity which is doing business with his agency. However, as we have advised in previous opinions, noncompensated service as a member of the board of directors of a nonprofit corporation does not constitute an employment or contractual relationship with that entity. ee, for example, CEO 82-37 and CEO 80-45. The Code of Ethics also provides: DOING BU INES WITH 0 E'S AGE CY. -- o employee of an agency acting in his official capacity as a purchasing agent, or public officer acting in his official capacity, shall either directly or indirectly purchase, rent, or lease any realty, goods, or services for his own agency from any business entity of which he or his spouse or child is an officer, partner, director, or proprietor or in which such officer or employee or his spouse or child , or any combination of them, has a material interest. or shall a public officer or employee, acting in a private capacity, rent, lease, or sell any realty, goods, or services to his ovm agency, if he is a state officer or employee, or to any political subdivi sion or any agency thereof, if he is serving as an officer or employee of that political subdivision. The foregoing shal l not apply to district offices maintained by legislators when such offices are located in the legislator's place of business. This subsection shall not affect or be construed to proh ibit contracts entered into prior to: (a) October I , 1975. (b) Qualification for elective office. (c) Appointment to public office. (d) Beginning public employment. ection 112.3 13(3), Florida Statutes (1985).] This provision prohibits a public officer from serving as an officer or director of a business entity which is selling services to hi s agency. For example, in CEO 82-51 we found that a prohibited conflict of interest would be created were a county commissioner to serve as an officer or director of a nonprofit corporation receiving tourist development funds to promote tourism in the county. However, Section 11 2.3 13(1 2)(e), Florida Statutes (1985), provides an exemption to the prohibition of ection 11 2.313(3) where [t]he business entity involved is the only source of supply within the political subdivision of the officer or employee and there is full disclosure by the officer or employee of his interest in the business entity to the governing body of the political subdivision prior to the purchase, rental, sale, leasing, or other business being transacted. Under the circumstances presented, it appears that because of the City referendum, which in essence required the City to contract with the Volunteer Fire Department, the Volunteer Fire Department is the only source of supply for fire protection services within the City. Although the statute requires full disclosure to the governing body of the City (we have promulgated CE Form 4A, Disclosun; of Bu::.iness Transaction, Relationship or Interest, for this purpose), you have advised that the members of the City

http://www.ethics.state.fl. us/opinions/86/CE0%2086-029. htm

7/3 1/2012

Lcl ISb -LY --April 3, 1986

Page 3 of3

Council were aware of the Mayor's involvement with the Fire Department before the Council approved the contract. Under these circumstances, we are of the opinion that substantial compliance with the disclosure requirements of the statute has been effected. Accordingly, we find that no prohibited conflict of interest exists by virtue of the Mayor's serving as a Trustee of the Volunteer Fire Department.

QUE TION 2:
Was a voting conflict of interest created under ection 112.3 143, Florida tatutes, where the Mayor voted on the approval of the contract between the City and the Volunteer Fire Department? This question also is answered in the negative. ection 112.3 143(3), Florida tatutes ( 1985), provides: o county, municipal , or other local public officer shall vote in his official capacity upon any measure which inures to his special private gain or shall knowingly vote in his official capacity upon any measure which inures to the special gain of any principal, other than an agency as defined in s. 112.312(2). by whom he is retained. uch public officer shal l, prior to the vote being taken, publicly state to the assembly the nature of his interest in the matter from which he is abstaining from voting and, within 15 days after the vote occurs, disclose the nature of his interest as a public record in a memorandum filed with the person responsible for recording the minutes of the meeting, who shall incorporate the memorandum in the minutes. However, a commissioner of a commw1ity redevelopment agency created or designated pursuant to s. 163.356 or s. 163 .357 or an officer of an independent special tax district elected on a one- acre, one-vote basis is not prohibited from voting. This provision prohibits a municipal officer from knowingly voting upon any measure which inures to the special gain of any principal by whom he is retained. However, we previously have advised that a public officer does not have a voting conflict of interest under this provision when voting on matters affecting a nonprofit organization which he serves as an officer or director without compensation, as the official is not "retained" by the organization. ee CEO 83-93 and CEO 83-70. Accordingly, we find that the Mayor was not prohibited by ection 112.3143, Florida tatutes, from voting on the approval of the contract between the City and the Volunteer Fire Department because of his service as a Trustee of the Fire Department.

http://v,rww.etl-lics.state.fl.us/opinions/86/CE0%2086-029.htm

7/31 /2012

REPORT
OF

INVESTIGATION
TE OF FLORI

Complaint Numbers 11-071

NOTICE CONCERNING CONFIDENTIALITY

This report of investiiation concerns an alleied violation of Chapter 112, Part Ill, Florida Statutes, or other breach of public trust under provisions of Article II , Section 8 , Florida Constitution. The Report and any exhibits may be confidential (exempt from the public records Law) pursuant to Section 112. 324, Florida Statutes, and Chapter 34-5, F.A.C., the rules of the Commission on Ethics. Unless the Respondent has waived the confidentiality in writinB, this report will remain confidential until one of the following occurs: (1) the complaint is dismissed by the Commission ; (2) the Commission finds sufficient evidence to order a public hearing; or (3) the Commission orders a public report as a final disposition of
the matter.

STATE OF FLORIDA COMMISSION ON ETHICS Post Office Drawer 15 709 Tallahassee, Florida 32317-5709

REPORT OF INVESTIGATION
TITLE: LEE GIANNINO Deerfield Beach Housing Authority Commissioner Deerfield Beach, Florida 11-071 Exhibits A through C

COMPLAINT NO.:

INVESTIGATED BY: H. B. Jact<;6fl

Distribution:

Commission on Ethics Respondent Advocate File

Releasing Authority: Executive Director

Date

REPORT OF INVESTIGATION COMPLAINT NO. 11-071

(1) The complaint was filed by Mr. Timothy 11 Chaz 11 Stevens of Deerfield Beach. The Respondent, Mr. Lee Giannino, formerly served as a member of the Deerfield Beach Housing Authority's ( 11 DBHA 11 or 11 Housing Authority 11 ) Board of Commissioners. The Complainant alleges that the Respondent had a contractual relationship through a lease agreement with a corporation that was doing business with the DBHA. He further alleges that the Respondent also had a contractual relationship with the Housing Authority in the form of a promissory note. (2) The Executive Director of the Commission on Ethics noted that based upon the information provided in the complaint, the above-referenced allegations were sufficient to warrant a preliminary investigation to determine whether the Respondent violated Section 112.313(7)(a), Florida Statutes (Conflicting Employment or Contractual Relationship). Ms. Ruchelle Hobbs, Interim Director of the DBHA advised Mr. Giannino served as a (3) member ofthe Housing Authority's Board of Commissioners from 2003 to May 15, 2011 . (4) Records of the Florida Department of State, Division of Corporations (attached as Exhibit A) identify Mr. Giannino as the President of Grand American Title and Escrow Company (Grand American), a for-profit Florida Corporation which filed its first annual report with the Division of Corporations in 2003 . Record's reflect the last annual report regarding Grand American was filed in March 2007, and the Division of Corporations administratively dissolved the corporation on September 26, 2008, when no 2008 annual corporate report was filed. The address of Grand American in the Division of Corporations' records is listed as 533 S. Dixie Hwy, Suite 102, Deerfield Beach, FL 33441, which is also the address of the DBHA. (5) Ms. Hobbs provided a copy of a lease agreement (attached as Exhibit B) between Grand American and the DBHA for office space owned by the Housing Authority. A review ofthe terms of the agreement revealed that the lease was for 36 months beginning on October 1, 2004, and that it required the Respondent's title company to provide monthly payments to the Housing Authority in the amount of $909 per month. It was noted that Mr. Giannino signed the agreement on behalf of Grand American Title, Inc.
Ms. Hobbs advised that Mr. Giannino made monthly payments for approximately (6) three years before becoming delinquent on his payments during 2007. She said that although Mr. Giannino moved out of his leased office at DBHA in 2007, an outstanding balance of 2, 796.32 remained pursuant to the Respondent's lease agreement. As a result, she said, in December 2010, the former Executive Director of the Housing Authority, Ms. Pamela Davis, requested that Mr. Gianni no sign a 11 promissory note 11 in which he agreed to repay the balance ofthe unpaid rent.

(7) Minutes of the December 15, 2010 Deerfield Beach Housing Authority meeting appear as follows: New Business A. Lee Giannino Chairman Emery addressed the past due debt regarding Grand American Title owned by Commissioner Lee Giannino. Commissioner Giannino apologized for the negative publicity that was imposed on Deerfield Beach Housing Authority and the BOC. Commissioner Gianni no was given a promissory note which was prepared by DBHA's attorney Mr. William Crawford. Commissioner Giannino had only one concern about the promissory note and that was the 8% interest rate per year for any unpaid principal balance. Commissioner Gray made a motion to accept the adjustment of the 8% interest rate change to 6% interest rate. Commissioner Berner seconded the motion. The motion passed 4-0. (8) Ms. Hobbs advised that there were five Housing Authority Commissioners present during the meeting and that the Respondent did not vote on the matter. She further advised that the Respondent did not file a Form 8B Memorandum of Voting Conflict.
Ms. Ernestine Gray, who formerly served as a DBHA Commissioner recalled by (9) telephone that she made the motion during the above-referenced Housing Authority meeting to lower the Respondent's promissory interest rate from eight percent to six percent because it seemed reasonable to her to do so. She opined that the lower rate was not an unusually favorable term provided to the Respondent as alleged in the complaint. Ms. Gray advised that she would have voted to reduce the rate for anyone in the Respondent's situation had they appeared before the Commission and made such a request.

(10) Ms. Hobbs provided a copy ofthe promissory note (included as Exhibit C) which was signed by the Respondent on January 26, 2011. In accordance with the note, Mr. Gianni no agreed to pay the Housing Authority $2,796.32 in payments of $50 per month until the balance was paid in full. However, Ms. Hobbs advised that at the time of this report the Respondent has an outstanding balance of $2,449.55 under the terms of the promissory note, having paid $346.77. (11) Mr. Giannino confirmed by telephone that he was the President of Grand American (a real estate title company) and that he operated the company from 2004 until 2007 when Florida's reduced housing market forced him to discontinue operating the company. Mr. Giannino advised that due to the financial hardship he experienced after the closing of Grand American, as well as a subsequent divorce, he was unable to meet the terms of his lease agreement with the Housing Authority. (12) Mr. Giannino recalled that when he began leasing office space from the Housing Authority in 2004, he questioned whether it was appropriate for him (as a DBHA Commissioner) to lease property from the Housing Authority. However, he recalled that former DBHA Executive Director Davis assured him that he was not prohibited from leasing office space from the Housing Authority. Therefore, he advised, when Ms. Davis and Mr.

William Crawford, who formerly served as the Housing Authority's attorney, presented him with a promissory note concerning his unpaid rent, he did not question whether his signing the note violated the Code of Ethics. (13) Mr. Crawford advised by telephone that Ms. Davis was responsible for Mr. Giannino's 2004 lease with the Housing Authority and that she did not seek his counsel regarding the matter. However, he acknowledged he prepared the promissory note in question for Mr. Giannino's signature, and that he participated in the above-referenced DBHA Board of Commissioner's meeting in which the Respondent agreed to accept the terms of the promissory note. Mr. Crawford advised he did not discuss with the Respondent whether the lease agreement or the promissory note with the Housing Authority might create a conflicting contractual relationship for him. (14) Mr. Crawford opined that the Respondent had not secured favorable terms on the promissory note through his membership on the DBHA Board of Commissioners. He related that the terms of the Housing Authority's standard loan repayment arrangements discussed on page four of the complaint are different from other payment instruments used by the DBHA, such as the promissory note agreed to by the Respondent. END OF REPORT OF PRELIMINARY INVESTIGATION

Home Previous on List Events

Contact Us Next on L1st

E-FIIIng Services Return To List

Document Searches

Forms

Hel p

Entity Name Search

No Name History

I Submit

Detail by Entity Name

Florida Profit Corporation
GRAND AMERICAN TITLE AND ESCROW COMPANY

Filing Information
Document Number FEI/EIN Number Date Filed State Status Effective Date P03000043153 432010453 04/17/2003 FL INACTIVE 04/17/2003

Last Event ADMIN DISSOLUTION FOR ANNUAL REPORT Event Date Filed 09/26/2008 Event Effective Date NONE

Principal Address
533 S DIXIE HWY SUITE 102 DEERFIELD BCH FL 33441 US Changed 03/30/2005

Mailing Address
533 S DIXIE HWY SUITE 102 DEERFIELD BCH FL 33441 US Changed 03/30/2005

Registered Agent Name & Address

COTA, MARIE 533 S DIXIE HWY SUITE 102 DEERFIELD BCH FL 33441 US Name Changed: 03/30/2005 Address Changed: 03/30/2005

Officer/Director Detail
Name & Address
Title P, T

GIANNINO, L 533 S DIXI E HWY STE 102 DEERFIELD BCH FL 33441 US

A-!

'

...

.,

i'

4.

':t'

Leases Agreement Between Grand American Title, Inc (Tenant) and Housing Authority of the City of Deerfield Beach, Florida (Landlord) For Sylvia Poitier Business Skills Center

This is an Agreement between Grand American Title, Inc (Tenant), and the Housing Authority of the City of Deerfield Beach, Florida, a political subdivision of the State ofFlorida created under Chapter 421 , Florida Statutes ("DBHA" or "Landlord''): WITNESSETH

WHEREAS, DBHA, owns a building known as the Sylvia Poi tier Business Skills
Center in which the first floor is located at 533 South Dixie Highway, Deerfield Beach, Broward County, Florida, with Suite 101 being approximately 727 square feet gross
,/.

space; NOW THEREFORE, IN CONSIDERATION ofthemutual terms and conditions ofthis Agreement, the Tenant andDBHA agree as follows:

1.

The term of the lease for Suite 101 shall be three years (thirty-six months), with possession for tenant beginning on October 1st, 2004.

2.

The lease paymen1s shall be nine hundred and nine dollars a month ($909.00), plus tax, if any, on the first day of each and every month during the term of this lease, beginning December 1st, 2004. One month's Security Deposit is required prior to move-in in the amount of nine hundred and nine dollars ($909.00). Rent shall increase yearly at the beginning of each rental year, using 2004 as the base year, to reflect the annual increase in the Consumer Price Index, using the

S..l

.
,. '

"Consumer Price Index for Urban Wage Earners and Clerical Workers, RevisedUnited States City Average, AJl Items" made as follows. 3. Tenant Improvements. Tenant is responsible for own partitioning, which shall not

be permanently affixed.
4. Electric utilities are separately metered, so that the Tenant will make direct arrangements to FPL for the providing electric services for its suite. Tenant is responsible for the cost of its own water. 5. Tenant shall be responsible for: routine repair and maintenance of the interior of leased premises, and ~epair and maintenance of the air conditioner system utilized
'

by the suite. 6. Tenant's Responsibilities. Tenant covenants and agrees that it will protect and save and keep Landlord forever hannless and indemnified against and from any default or damage, or charges imposed upon the property during the term of this lease for any violation of any laws or ordinances, and agrees to comply with all of said ordinances and regulations. Tenant further agrees at all time to protect and indemnify and save and keep harmJess Landlord against and from any and all claims by third persons or employees of Tenant of any nature whatsoever, including but not limited to, accidents or other occurrences on or about the property during the term of this lease; and Tenant will protect, indemnify, and save and keep harmless Landlord against and from any and all claims against and from any and all loss, cost, damage or expense arising out of any failure of Tenant in any respect, to comply with or perform all of the requirements and provisions hereof. Tenant, at its own expense, will keep and maintain the "demised

tt- 2

' ,.

' '.

premises" and the above-mentioned improvements in good repair and in good and wholesome condition, repairing any damage from any cause (excluding normal wear and tear), except Tenant shall not be responsible for window breakage unless due to Tenant's negligence. Tenant shall maintain the air-conditioning system in good working order, at tenant's expense, including tenant supplying ale filters at its expense. The Tenant further agrees to keep the demised premises at all times in a clean, sanitary and safe condition in accordance with all directions, rules and regulations of the Fire Department, Health Officer, Building Inspector, and other proper officers of the Federal, State or Municipal governmental agencies having jurisdiction there over. Tenant shall not permit or commit any act of waste. All improvements made by the Tenant to the property or items which are so attached to the property, shall become the property of the Landlord upon installation. All improvements made by Tenant which are movable or portable shall remain property of the Tenant. 7. Remedies of Landlord. Landlord is entitled to all remedies under Florida law, except that the procedure shall be indicated in the dispute resolution. 8. Dispute Resolution. In the event of a dispute between the parties, in the event that they cannot resolve it between themselves, they shall submit themselves to mediation before a mediator mutually agreed upon. If they cannot mutually agree upon a mediator, either party may request that the Court appoint a mediator, which mediator shall be a retired Broward County Circuit Judge. If the parties cannot in mediation, they shall then agree upon a binding arbitrator. If they cannot mutually agree upon an arbitrator, either party may request that the Court

(3-3

. .
appoint a binding arbitrator, which arbitrator shall be a retired Broward County Circuit Judge. The Florida Arbitration Code shall apply, except that there shall be only one arbitrator. Each party bears its own attorney fees, regardless of outcome. The foregoing is the exclusive method of resolving disputes. FUTHER, EACH
PARTY, TO THE EXTENT SUCH WAIVER IS PERMITTED BYLAW,

THE PRTIES WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH TIDS LEASE OF
9

THE PROPERTY.

9.

Insurance. Tenant shall at all times maintain its own liability insurance policy in the amount of three hundred thousand dollars ($300,000.00) listing Landlord as additional named insured, to protect Landlord and Tenant from claims arising out of accidents and injuries sustained or claimed to have been sustained by third parties entering onto the property. Tenant shall provide Landlord with a certificate of insurance evidencing same.

10.

Assignment of Lease. Tenant may not assign this lease in whole or in part without the prior written consent of the Landlord which consent landlord may withhold in its role in his sole discretion. Tenant shall not sublet any or all of the property without the prior written consent of Landlord, which consent landlord may withhold in his sole discretion.

11.

Subordination of Lease. This lease shall be subject and subordinate to all mortgages that may now or hereafter affect such lease or the real property of which the leased premises form a part, and also to all renewals, modifications, consolidations, amendments, and replacements ofsuch mortgages. Although no

B-4

instrument or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, execute and deliver such further instruments confirming such subordination of this lease as may be desired by the holders of such mortgages. Tenant hereby appoints Landlord its attorney-in-fact, irrevocably, to execute and deliver any such instrument for Tenant. 12. Separability. If any provision of this lease or the application hereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this lease or the application of such term to J'ersons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this lease shall be valid and enforceable to the fullest extent permitted by law. 13. Representations. Neither party has made any representations or promises except as contained herein, or in some further writing signed by the party making such representation or promise. Tenant has inspected the property and is thoroughly acquainted with its condition and agrees to take the same "as is" and acknowledges that the taking of possession of the Property by Tenant shall be conclusive evidence that the Property is in good and satisfactory condition at the time such possession was so taken. 14. Mechanics' Lien. The tenant shall not permit any mechanics' or materialmen's liens to be filed against the real property of which the premises forms a part nor against the Tenant's leasehold interests in the premises. The Landlord shall have he right to post and keep posted on the premises any notices which it deems

ll-5

necessary for protection from such liens. If any such liens are so filed, the Tenant shall pay, or bond off such lien within ten ( 10) days of demand by Landlord. 15. Casualty. 1.
In the event of damage or destruction of the premises during the term by

fire, the elements, or casualty, the obligation of the Landlord to make repairs shall not be applicable if the time period necessary to make the repairs exceeds the term of the lease. 2.
In the event of damages or destructiol} of the premises during the term by

fire, the elements or casualty, Landlord shall forthwith repair the same, provided such repairs can be made within ninety (90) days from the date of the damage with reasonable additional time, if necessary, for landlord to adjust the loss with insurance companies insuring the premises, or for any other delay occasioned by conditions beyond the control of the landlord. Such damage or destruction shall not annul or void this lease, except that Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the extend that the premises, or part thereof, may be untreatable and for the period that said premises, or part thereof, may be untenantable. If, in the Landlord's opinion, such repairs cannot be made within the time period allowed herein, either party may at its option (to be exercised within thirty (30) days from the date of such damage or destruction) terminate this lease. The Tenant shall be entitled to a proportionate reduction of rent only ifthe premises are untenantable and

(j-6

no such rent reduction shall be allowed by reason of inconvenience, annoyance or injury to the Tenant's business because of such damage or destruction, or the necessity or repairing any portion of the building, or the making of such repairs, and the Landlord shall not be liable to the Tenant because of such inconvenience, annoyance or injury. 16. Indemnity. The tenant shall indemnify and hold the Landlord harmless against and from any all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the Tenant's use of the building or the premises or the conduct of its business or practice or from any activity, work, or thing done, permitted or suffered by the Tenant, in or about the building or the premises, and will further indemnify and hold the Landlord harmless against and from any and all claims arising from any breach or default on the Tenant's part in the performance of any covenant or agreement on the Tenant's part to be performed pursuant to the terms of this lease, or arising from any act or omission of the Tenant, or any of its agents, contractors, servants, employees, visitors or licensees. Tenant will further indemnify and hold Landlord harmless from an against all costs, counsel fees, expenses and liabilities incurred in connection with any such claim or action or proceeding if brought against the Landlord by reason of any such claim. The Tenant, upon notice from the Landlord, shall resist and defend at the Tenant's expense such action or proceeding by counsel reasonably satisfactory to the Landlord. The Tenant, as a material part of the consideration to the Landlord, shall indemnify for damage caused by Tenant or its

B-7

\
I

agents, employees, invitees, visitors, or contractors to property belonging to Landlord or under its control, i~ upon or about the premises. 17. Landlord's Right to Show Property. Landlord may show the property to prospective purchasers and mortgagees and, during the six (6) months prior to termination of this lease prospective tenants, during business hours upon reasonable notice to tenant 18. Miscellaneous Provisions. This lease shall apply with equal force to any substitutes for, replacements of, improvements to any parts of the property. The terms and covenants contained in this lease and any exhibits hereto annexed, shall bind and inure to the benefit of the Landlord and Tenant and their respective successors, assigns, heirs, executors and administrators. The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option herein contained shall not be construed as a waiver of such covenant, condition or option in any other insurance. This lease cannot be changed or terminated orally. 19. Notices. Any notice by either party to the other shall be in writing and shall be deemed to be duly given only if mailed by registered or certified mail, return receipt requested, in a postpaid envelop addressed (a) if to Tenant, at the property, and (b) if to Landlord, at Landlord's address first above set forth or designate in writing. Notice shall also be deemed duly given if delivered personally upon delivery thereof. 20. Landlord's Right to Inspect and Repair. Landlord may, but shall not be obligated to, enter the property at any reasonable time, on reasonable notice to Tenant

8-8

..

)
I

(except that no notice need be given in case of emergency) for the purposes of inspection or the making of such repairs, replacements and additions in, to, on and about the property, as landlord deemed necessary or desirable. Due to confidentiality of Tenant's clients Landlord agrees to exercise access privileges only during normal business hours in the presence of Tenant unless with prior consent of Tenant (except in emergencies). Tenant shall have no claim or cause of action against landlord by reason thereof. 21. Landlord's Covenants. Landlord, in additidn to other obligations in this lease, covenants and agrees to warrant and defend tenant in the enjoyment and peaceful possession of the premises during the term of this lease and any extensions hereof. 22. Tenant and DBHA shall comply with Title I of the American with Disabilities Act regarding nondiscrimination on the basis of disability in employment and further shall not discriminate against any employee or applicant for employment because of race, age, religion, color, gender, sexual orientation (Broward County Code, Chapter 161/2), national origin, marital status, political affiliation, or physical or mental disability. In addition, shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship) and accessibility. 23. Tenant and DBHA shall take affirmative action to ensure that applicants are employed and employees are treated without regard to race, age, color, gender,

8-9

sexual orientation (Broward County Code, Chapter 16 Y2), national origin, marital status political affiliation, or physical or mental disability during employment Such actions shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other fonns of compensation, terms and conditions of employment, training (including apprenticeship) and accessibility. 24. Prior Agreements. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed by the tenant andDBHA. 25. Applicable Law and Venue. This agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Broward County, Florida.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement: GRAND AMERICAN TITLE, INC., and DBHA, signing it and through its Chairman, duly authorized to execute same.

B -to

'

\
I

'

ATrEST:

GRAND AMERICAN TITLE, INC.

DBHA ATTEST:
Housing Authority of the City of Deerfield Beach

Witness.

-L-'- _ _day of August, 2004 / 1_16-

NOTE $2,796.32 Date: December 1. 2010 1. BORROWER'S PROMISE TO PAY: . I promise to pay U.S. $2,796.32 (this amount is called principal"), to the order of the Lender. The Lender is Deerfield Beach Housing Authority. Deerfield Beach, Florida

I understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the "Note Holder."
2. INTEREST: Interest at the rate of six percent (6%) per year will be charged on the unpaid principal until the full amount of principal has been paid. 3. PAYMENTS: A. Time and Place of Payments. I will make my monthly payments at Deerfield Beach Housing Authority, 533 S. Dixie Highway, Second Floor, Deerfield Beach, Florida 33441, or at a different place if requires by the Note Holder.

B. Amount of Monthly Payments.

My monthly payments will be in the amount of U.S. $50.00 per month on the first day of each month, commencing on the first day of January

2011.
4. BORROWER'S RIGHT TO REPAY: I have the right to make payments of principal at anytime before they are due. A payment of principal only is kno~n as a "prepayment .., 5. BORROWER'S FAILURE TO PAY AS REQUIRED: A Default If I do not pay the full amount of each payment on the day it is due, I will be in default. B. No Waiver By Note Holder. Even if, at a time when I am in default, the Note Holder does not require me to pay in full as described above, the Note Holder will still have the right to do so if I am in default at a later time.

C-1