HomeMy WebLinkAboutOMNI-CRA-M-96-0013qk
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Board of Directors DATE: December 16,1996 FILE:
Community Redevelopment Agency
SUBJECT: Land Disposition and
I A
FROM: Herbert J. Bailey
Executive DirecP
Community Re
A
eve opment greements
with St. John's CDC and Lyric
REFERENCES: Village Housing, Inc.
ENCLOSURES:
The following is a summary of salient sections of the Purchase and Sale
Agreement, Promissory Note, Mortgage, and Development Agreement
(Agreements) entered into between the Southeast Overtown Park/West CRA
(CRA) and St. Johns Community Development Corporation (CDC).
1. The CRA and CDC will be executing the Agreements pursuant to the terms of
the development proposal submitted by the Lyric Village Housing, Inc.,
dated August 9,1996.
2. The Lyric Village Housing Inc.(Developer) is a partnership made up by the
CDC and The Related Group of Florida, Inc., set up for the express purpose of
developing 96 townhomes on two CRA owned blocks (Property) located
adjacent to the Overtown Metrorail Station.
3. The CDC shall transfer the Property to the Developer witlun six months of
the execution of the Agreement, in accordance with certain joint Venture
Agreement executed between the CDC and The Related Group of Florida,
Inc. dated August 7,1996.
4. Pursuant to the Agreements, the CRA shall sell the Property to the CDC at a
negotiated price of $480,000 which translates approximately $5,000 land cost
for each townhome. The negotiated land value is a fair market value of the
Property which could be lower than the market value of the Property, as
referenced in Chapter 163, Community Redevelopment Laws of the Sate of
Florida.
5. The CRA shall hold a mortgage of $480,000 wluch will be superior to all other
mortgages and paid back in $5,000 installments from the sale proceeds of
each townhome.
6. The principal mortgage shall bear a 5% mortgage interest, compounded
annually and due at the and of four year development period. However, in
the event the Developer pays entire principal balance before the end of four
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year term and is not in default with any other terms or conditions of the
Agreements then the Developer shall not be required to pay the accrued
interest.
7. The Developer shall initiate the construction of first phase within 6 months
and complete construction no later than 12 months of the execution of the
Agreements. The entire 96 unit project shall be developed in four equal
phases with 24 units of each.
8. The Developer shall prepare and submit a complete package of permit ready
architectural plans to the CRA for review and approval. The approved plans
shall not be altered or revised without approval of the CRA.
9. The Developer shall use their best effort to promote the project and pursue
and close the sale of units by use of advertising, brochures, promotional aids
and other appropriate means.
10. The Developer, by execution of the Agreements, agrees to comply with all
applicable substantive and procedural provisions of the Minority
Procurement Ordinance of the City of Miami.
11. The Property shall revert back to the CRA in case the Developer fails
undertake the project within 12 months of the execution of the Agreements.
The CRA Board approval of the Agreements, in substantially the form attached
and acceptable to the CRA Counsel, will allow the CRA to transfer the Property
to the CDC and enable the Developer to meet the application deadline for the
State homeownership funding program. Should you have any questions, please
advise.
Enclosures:
Purchase and Sale Agreement
Promissory Note
Mortgage, Assignment of Rents and Security Agreement
Agreement for Development
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CNABE AND BALD AGREEMENT
THIS AGREEMENT is made and entered into as of the day of
December, 1996, by and between SOUTHEAST OVERTO'wN P%ARK WEST
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI ("Seller") and
ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, INC. ("Purchaser"). In
consideration of the mutual covenants and promises get fortW in
this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by the parties to
this Agreement, the parties agree to the following terms and
Conditions:
1, PURCHASE- AND SALE. Subject to the terms of this
Agreement, Seller agrees to sell to Purchaser and Purchaser agrees
to purchase from Seller the following property (collectively, the
"Property"):
1.1 That certain parcel of real property located in
Dade County, Florida, more particularly described as Exhibit "All
attached hereto and hereby made a part hereof (the "Land");
1.2 All buildings, structures and other improvements
situated on the Land (the "Improvements"); and
1.3 All strips, gores, easements, privileges, rights of
way and other tenements and appurtances, if any, pertaining to or
accruing to the benefit of the Land and Improvements.
2. EpFECTIVE DATE. if this Agreement is not executed and
delivered, by each party to it, to all parties on or before
, 1996, at 5:00 p.m., eastern time, this Agreement
shall, after that time, be null and void and of no further force
and effect_ Execution and delivery shall be defined as the receipt
of the fully executed Agreement by the parties by means of the U.S.
Mails, delivery by a nationally recognized overnight delivery
service, hand delivery or facsimile transmission. in the event
delivery is by facsimile, the party delivering this Agreement shall
deliver to all other parties an original copy of the fully executed
Agreement within two (2) business days; failure to do so shall not
affect the validity of the execution and delivery of this
Agreement. The date of this Agreement, for purposes of
performance, shall be the date when the last one of Seller or
Purchaser has signed this Agreement, as stated on the signature
page (the "Effective Date").
3. CLOSING DATE. Subject to other provisions of this
Agreement for extefhsion or termination, Closing on the transaction
described in this Agreement (the "Closing") shall be held at the
offices of the attorneys for Seller, Holland & Knight, 701 Brickell
Avenue, Miami, Florida 33131 on December 31, 1996, or such earlier
date as shall be mutually satisfactory to Seller and Purchaser (the
"Closing Date").
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4. PURCHASE PRICE. The total purchase price (the "Purchase
Price") to be paid by Purchaser to Seller for the Property is Four
Hundred Eighty Thousand and 00/100 Dollars ($480,000.00). The
Purchase Price shall be paid to Seller by Purchaser's execution and
delivery of a Purchase Money Note and Mortgage in the amount of the
Purchase Price (subject to prorations and adjustments as provided
in this Agreement), as more particularly provided in Section 5 of
this Agreement.
S. PURCHASE MONFX NOTE AND MORTGAGE. At closing, Purchaser
shall execute in favor of Seller a Purchase Money Note (the
Purchase Money Note") in the principal amount of the Purchase Price
(subject to adjustments and prorations as provided in this
Agreement). The Purchase Money Note shall be secured by a Purchase
Money Mortgage (the "Purchase Money Mortgage"), which shall be a
first lien on the Property. The Purchase Money Note and Purchase
Money Mortgage shall be materially in the form set forth in Exhibit
attached hereto and hereby made a part hereof.
6. TITLE EVIDENCE. Within ten (10) days following the
Effective Date, Seller, at Seller's expense, shall deliver to
Purchaser's attorneys, Stearns, Weaver et, al, Attention; Brian S.
McDonough, either a complete abstract of title setting forth all
matters of record affecting the title to the Land from the earliest
public records, through the Effective Date, or a copy of Seller's
prior owner'a title insurance policy, together with a continuation
report in the form of a computer title update on the ATIDS system
(the "Title Evidence").
7. SURVEY. Purchaser may, at Purchaser's sole expense,
order a survey of the Land and Improvements.
8. TITLE DEFECTS,
8.1 Purchaser shall complete its examination of the
Title Evidence and Surrey by no later than five (5) business days
prior to the Closing Date (the "Inspection Period"). Purchaser may
deem title to be defective if its examination discloses any
exceptions to title which shall render title unmarketable, pursuant
to the Standards for Real Estate Transactions adopted by the
Florida Bar Association. If Purchaser finds title to be defective,
Purchaser shall, no later than the end of the Inspection Period,
notify Seller in writing specifying the title defect(s). if
Purchaser fails to give Seller written notice of any title defects
before the expiration of such Inspection Period, the defects shown
in such Title Evidence shall be deemed to be waived as title
objections and shall constitute permitted exceptions ("Permitted
Exceptions") . A'
8.2 If Purchaser has given Seller timely written notice
of defect(s) and the defect(s) render the title unmarketable,
Seller shall use Seller's good faith to cause such defects to be
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cured by the Closing Date. However, Seller shall not be required to
bring suit, or expand any sums whatsoever to cure any such title
defects or to buy-out or settle any Claim or lien against the
Property. At either party's option, the Closing Date may be
extended for a period not to exceed sixty (60) days for purposes of
eliminating any title defects. .
8.3 if Seller does not eliminate such defects as o fAthe
Closing Date as the same may be extended under the preceding
sentence, or if any new "title defects" appear between the date of
certification of the Title Evidence through the Closing Date, which
Seller does not eliminate as of the Closing Date, Purchaser shall
have the option to:
8.3.1 Close and accept the title °as is, 11 without
reduction in the Purchase Price and without claim against Seller
for such title defects; in such event the Closing shall take place
ten (10) days after notice of such election, or on the Closing
Date, whichever is later; or
8.3.2 Cancel this Agreement, whereupon both
parties shall be released from all further obligations under this
Agreement, except for such obligations which this Agreement
expressly provides shall survive such termination.
9. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
Seller represents and warrants to Purchaser and covenants and
agrees with Purchaser as follows:
9.1 There are no existing, pending or, to Seller's
actual knowledge, threatened condemnation proceedings affecting the
Property;
9.2 Seller shall be responsible prior to Closing for
complying with all laws, rules, regulations, and ordinances of all
governmental authorities having jurisdiction over the Property;
9.3 Seller is not a party to any agreement currently in
effect which might restrict the sale of the Property;
9.4 Seller has the right, power and authority to
execute and deliver this Agreement and to consummate the
transactions contemplated by it; and the person executing this
Agreement on behalf of Seller is an officer of Seller and has been
duly authorized by Seller and has full power and authority to
execute this Agreement on behalf of Seller. Neither the execution
and delivery of this Agreement nor the consummation of the
transactions contemplated by it nor the fulfillment of nor the
compliance with the terms, conditions and provisions of this
Agreement will conflict with or result in a violation or breach of
any instrument or agreement of any nature to which Seller is a
party or by which it or the Property is bound or may be affected,
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or Constitute (with or without the giving of notice or the passage
of time) a default under such an instrument or agreement; no
consent, approval, authorization or order of any person is required
with respect to the consummation of the transactions contemplated
by this Agreement;
9.5 No parties have any rights of occupancy or
possession of all or any portion of the Property; W
9.6 At all times during the berm of this Agreement and
as of Closing, all of seller's representations, warranties and
covenants in this Agreement shall be true and correct; no
representation or warranty by Seller contained in this Agreement
contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements or
information contained in them or in this Agreement not misleading.
10. PURCHASER'S REPRESENTATIONS WARRANTIES AND COVENANTS.
Purchaser represents and warrants to Seller and covenants and
agrees with Seller as follows:
10.1 Purchaser acknowledges and agrees that: (a) it is
purchasing the Property on an "As -Is", "Where -Is" basis, based upon
its own independent investigation thereof; (b) except as expressly
set forth in this Agreement, Seller has made no warranties,
representations or guaranties, expressed, implied or statutory,
written or oral, including, but not limited to, any implied
warranty of merchantability or fitness for any use or purpose
concerning the Property; and (c) notwithstanding Seller's having
furnished or hereafter furnishing miscellaneous information and/or
reports to Purchaser regarding the Property, Seller expressly
disclaims the making of any representation or warranty as to the
accuracy or completeness thereof and further makes no warranties,
representations or guaranties with regard to any governmental
limitation or restriction, or the absence thereof, pertaining to
the Property, or with regard to the physical condition of the
Property, including Latent defects, environmental conditions, the
financial condition of the property, including, without limitation,
the cash flow, income and expenses of the Property. Purchaser
agrees that it is not relying on any information or reports
previously or hereafter furnished by Seller or any representations
or warranties of Seller other than as expressly set forth herein.
Purchaser agrees that it intends to perform its own due diligence
and that the entire risk as to the quality and performance of the
Property is with the Purchaser. Should the Property prove
defective, in any manner, Purchaser, and not seller, assumes the
entire cost of all necessary repairs of such defects. Seller makes
no repreeentatior)''or warranty as to any land use control or other
laws, rules or regulations of any governmental agency having
jurisdiction applicable to the Property;
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10.2 Purchaser has the right, power and authority to r Y
execute and deliver this Agreement and to consummate the
transactions contemplated by it; and the person executing this
Agreement on behalf of Purchaser is an officer of Purchaser and has
been duly authorized by Purchaser and has full power and authority
to execute this Agreement on behalf of Purchaser. Neither the
execution and delivery of this Agreement nor the consummation of
the transactions contemplated by it nor the fulfillment of norms' he
compliance with the terms, conditions and provisions of this
Agreement will conflict with, result in a violation or breach of
any instrument or agreement of any nature to which Purchaser is a
party or by -which it or the Property is bound or may be affected,
or constitute (with or without the giving of notice of the passage
of time) a default under such an instrument or agreement; no
consent, approval, authorization or order of any person is required
with respect to the consummation of the transactions contemplated
by this Agreement;
10.3 Purchaser is not the subject of any proceeding or
lawsuit, actual or threatened, at law or in equity, nor is
Purchaser now subject to pending, threatened or contemplated
bankruptcy proceedings which might affect its ability to purchase
the Property according to the terms hereofl
10.4 At all times during the term of this Agreement and
as of closing, all of Purchaser's representations, warranties and
covenants in this Agreement shall be true and correct; no
representation or warranty by Purchaser contained in this Agreement
contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements or
information contained in them or in this Agreement not misleading.
11. INV'ESTIOATION .
11,1 During the Inspection Period, Purchaser shall have
the right to perform whatever reasonable investigations, analyses
and studies of the Property that Purchaser may deem appropriate.
11.2 If Purchaser is dissatisfied with the result of
Purchaser's investigations, then Purchaser may cancel this
Agreement by notifying Seller, of such cancellation on or before
5:00 p.m. on the last day of the Inspection Period, whereupon both
parties shall be released from all further obligations under this
Agreement, except for such obligations which this Agreement
expressly provides shall survive such termination,
11.3 If Purchaser cancels this Agreement, Purchaser
shall deliver toP°Seller all materials furnished by Seller to
Purchaser and all of Purchaser's inspection reports and documents
and other materials obtained by Purchaser during its investigation.
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11.4 Upon Purchaser's waiver of or failure to duly
exercise its right to terminate described in this Section 1.1,
Purchaser shall have accepted the Property in its "As -Is, Where -Is"
condition, with no representations or warranties regarding the
Property other than as are expressly set forth herein.
11.5 Notwithstanding provisions in this Agreement to the
contrary, Purchaser does and shall indemnify and hold hartsiesa
Seller, its agents, employees, successors and assigns, against all
losses, claims, damages, liability, attorneys' and accountants'
fees and costs of litigation and all other expenses related to,
growing out of, or arising from the investigation of or entry upon
the Property, or other acts undertaken by Purchaser, its agents,
employees or assigns, under this Agreement. If Purchaser does not
close on the purchase of the Property under this Agreement, it
shall return the Property to the Condition in which it existed
prior to any investigations undertaken by Purchaser, its agents,
employees and assigns pursuant to this Agreement.
12. AGREEMENT FOR DEVELOPMENT. Purchaser acknowledges
and agrees that it is a material condition to Seller's agreement to
sell the Property to Purchaser that the Purchaser and the Lyric
Village Joint Venture, comprised of the Purchaser and Lyric Village
Housing, Inc. (the "Joint Venture") shall develop up on the
Property a residential project comprised of 96 townhouse and villa
units (the "Project"). Accordingly, the Purchaser shall, at
closing, execute and deliver to the Seller an Agreement for
Development, materially in the form of Exhibit "C" attached hereto
and hereby made a part hereof (the "Agreement for Development"),
which Agreement for Development shall be recorded in the public
records of Dade County, Florida and run with the land.
13. DEFAULT BY SELLER. If any of Seller's representations
and warranties are not true and correct or Seller's covenants are
not fulfilled or all other conditions precedent are not met as of
Closing (or earlier specified date, if any) , or Seller fails to
perform any of the terms and conditions of this Agreement or is
otherwise in default under this Agreement, then Purchaser, at
Purchaser's sole option, may elect to:
13.1 Waive the default or failure and close "as is"; or
13.2 Cancel this Agreement by written notice to Seller
given on or before the Closing Date, in which event both parties
shall be released from all further obligations under this
Agreement, except for such obligations which this Agreement
expressly provides shall survive such termination; or
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13.3 Seek specific performance of Seller's obligations
under this Agreement.
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14. DEFAMT BY P'C.A2CFMSER. In the event of the failure or
refusal of purchaser to close this transaction, without failure of
title or any conditions precedent to Purchaser's obligations under
this Agreement, their, Seller, at Seller's sole option, may elect tos
14.1 Cancel this• Agreement, by written notice to
Purchaser given on or before the Closing Date, in which event both
parties shall be released from all further obligations under is
Agreement, except for such obligations which this Agreement
expressly provides shall survive such termination; or
14.2 Seek specific performance of Purchaser's
obligations under this Agreement.
15. PRORATION$, The following adjustments to the Purchase
Price shall be made at Closing, by apportionment of amounts as of
12:01 a.m. on the Closing Date, except as otherwise provided
herein:
15.1 Real estate taxes shall be prorated as of the
Closing Date, on the basis of maximum allowable discounts. In the
event that the taxes for the year of Closing are known, the tax
proration will be based upon such taxes for the prior year and, at
the request of either party, such taxes for the year of Closing
shall be reprorated and adjusted when the tax bill for the year of
Closing is received and the actual amount of taxes is known. This
provision shall survive the Closing.
15.2 Certified, Confirmed or ratified liens for
governmental improvements or special assessments as of the Closing
Date, if any, shall be paid in full by seller, and pending liens
for governmental improvements or special assessments as of the
Closing Date shall be assumed by Purchaser, provided that where the
improvement has been substantially completed as of the Closing
Date, such pending liens shall be considered certified.
16. CLOSING COSTS; DOCUMENTARY STAMPS AND INTANGIBLE TAXES.
At the Closing, Seller shall pay the documentary stamps due on the
warranty deed of conveyance and Purchaser shall pay the surtax due
on the warranty deed of conveyance and Purchaser shall pay all
costs of title examination and all premiums in connection with its
title insurance. Each party shall bear the recording costs of any
instruments received by that party, except that Seller shall pay
the recording costs on documents necessary to clear title.
17. CLOSING.
17.1 S-eller shall convey title to the Property by good
and sufficient Special Warranty Deed subject only to the Permitted
Exceptions and the Agreement for Development '(which, if Purchaser
requests, shall not be specifically enumerated). Seller shall also
deliver to Purchaser at the Closing:
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17.1.1 a construction lien affidavit, to the Title _
Insurer and Purchaser, in form reasonably acceptable to Purchaser's
Title Insurer to delete the standard exception relating to such
liens in Purchaser's owner's title insurance policy;
17.1.2 an affidavit, to the Title Insurer and
Purchaser, that Seller has exclusive possession of the Property, in
form reasonably acceptable to Purchaser's Title Insurer to de to
the standard exceptions relating to such matters in Purchaser's
owner's title insurance policy;
17.1.3 a gap affidavit reasonably acceptable to
Title Insurer for purposes of deleting the "gap' from Purchaser's
title commitment and policy;
17.1.4 a non -foreign certificate or other
documentation as may be appropriate and satisfactory to Purchaser
to meet the non -withholding requirements under FIRPTA and any other
federal statute or regulations (or, in the alternative, Seller
shall cooperate with Purchaser in the withholding of funds pursuant
to FIRPTA regulations); and
17.1.5 an appropriate reporting form to be
submitted with the deed at time of recordation.
18. PROKERS. The parties each represent and warrant to the
other that no broker, salesman or finder has been involved in this
transaction. if a claim for brokerage or similar fees in
connection with this transaction is made by any broker, salesman or
finder, claiming to have dealt through or on behalf of one of the
parties to this Agreement, then that party shall indemnify, defend
and hold the other party under this Agreement harmless from all
liabilities, damages, claims, costs, fees and expenses whatsoever
(including reasonable attorneys' fees and court costs, including
those for appellate matters and post judgment proceedings) with
respect to said claim for brokerage. The provisions of this
section shall survive the Closing or the termination or
cancellation of this Agreement.
19. ASSIGNABILITY. This Agreement is freely assignable b
Seller. Purchaser shall be entitled to assign Purchaser's rights
and obligations under this Agreement to any entity wholly -owned and
controlled by purchaser, but to no other person or entity
whatsoever. in the event of an assignment, the assignor shall be
released from any and all of the assignor's obligations under this
Agreement, provided that the assignee agrees in writing to be bound
fully by the terms and conditions of this Agreement as if said
assignee were thestoriginal signatory to it.
20. INSPECTIONS, Purchaser, and Purchaser's agents and
contractors, shall have the right during the term of this Agreement
to enter upon the Property at all reasonable times for purposes of
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inspection and making tests and studies. Purchaser hereby agrees
to and does indemnify, defend and hold Seller harmless from all
liabilities, damages, claims, costs, or expenses whatsoever
(including reasonable attorneys' feed and court costs) for bodily
injury, death, or property damage resulting from any such
inspection, test or study. The provisions of this Section shall
survive the Closing or the termination or cancellation of this
Agreement.
21. NOTICES. Any notices required or permitted to be given
under this Agreement shall be delivered by hand, mailed by
Certified or registered mail, return receipt requested, in a
postage prepaid envelope, or delivered by a nationally recognized
overnight delivery service, and addressed as described below;
notices shall be deemed effective only upon receipt or refusal of
delivery.
Notices to Purchaser: St. John Community Development
Corporation, Inc.
With a copy to: Lyric Village Housing, Inc.
c/o The Related Group
2828 Coral Way, Penthouse Suite
Miami, Florida 33145
Attn: Jackson McDaniel, Vice
President
And a copy to:
Notices to Seller:
With a copy to
9
Stearns, Weaver, et. al.
150 W. Flagler St.
Suite 2200
Miami, Florida 33130-1.557
Attn: Brian McDonough, Esq,
Southeast Overtown/Park West.
Community Redevelopment Agency
of the City of Miami
300 Biscayne Blvd. Way
Suite 400
Miami, Florida 33131
Attn: Erdal Donmez, Development
Coordinator
Holland & Knight
701 Brickell Avenue, ##3000
Miami, Florida 33131
Attn: Robert H. Smith, Esq.
oMMiCRA 9 6 W 13
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22 . BISK OF LOSS.
22.1 The property shall be conveyed to Purchaser in the
same condition as on the effective date of this Agreement, ordinary
wear and tear excepted.
22.2 Upon receipt of an offer or any notice or
communication from any governmental or quasi -governmental }moody
seeking to take under its power of eminent domain all or any
portion of the Property, Seller shall promptly notify Purchaser of
the receipt of same and shall send such communication, or a copy of
it, to Purchaser. Upon receipt of such notice, Purchaser shall
have the right to rescind this Agreement by delivery of written
notice to Seller within sixty (60) days of Purchaser's receipt of
the communication from Seller. In the event Purchaser elects to
rescind, then both parties shall be relieved of all further
obligations under this Agreement, except for those obligations
which this Agreement expressly provides shall survive any such
termination. In the event Purchaser elects not to rescind, then
Purchaser shall be entitled to all condemnation awards and
settlements and the property So taken or sold shall not be subject
to this Agreement. Seller and Purchaser agree to cooperate with
each other to obtain the highest and best price for the condemned
property.
23, RADON GAB NOTICE. Pursuant to Florida Statutes Section
404.056(8), Seller hereby makes, and Purchaser hereby acknowledges,
the following notification:
RADON GAS: Radon is a naturally occurring
radioactive gas that, when it has accumulated
in a building in sufficient quantities, may
present health risks to persons who are
exposed to it over time. Levels of radon that
exceed federal and state guidelines have been
found in buildings in Florida. Additional
information regarding radon and radon testing
may be obtained from your county public health
unit.
24.1 This Agreement has been negotiated and executed in
Florida; it shall be construed and governed in accordance with the
laws of the State of Florida, without application of conflicts of
laws principles.
24.2 Ine the event any term or provision of this
Agreement is determined by appropriate judicial authority to be
illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority
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determines, and the remainder of this Agreement shall be construed
to be in full force and effect.
24.3 In the event of any litigation between the parties
under this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees. Wherever provision is made in this
Agreement for "attorneys' fees,' such term shall be deemed to
include accountants' and attorneys' fees and court costs, wheter
or not litigation is commenced, including those for appellate and
post judgment proceedings and for paralegals and similar persons.
24.4 Each party has participated fully in the
negotiation and preparation of this Agreement with full benefit of
counsel. Accordingly, this Agreement shall not be more strictly
construed against either party.
24.5 Whenever used in this Agreement, the singular shall
include the plural, the plural shall include the singular, any
gender shall include every other and all genders, and captions and
paragraph headings shall be disregarded.
24.6 The captions in this Agreement are for the
convenience of reference only and shall not be deemed to alter any
provision of this Agreement.
24.7 Any reference in this Agreement to time periods
less than six (6) days shall, in the computation thereof, exclude
Saturdays, Sundays, and legal holidays; any time period provided
for in this Agreement which shall end on a Saturday, Sunday or
legal holiday shall extend to 5:00 p.m. of the next full business
day.
24.8 This Agreement constitutes the entire agreement
between the parties and supersedes and nullifies all prior written
or oral understandings or agreements whatsoever between the
parties. This Agreement may not be changed, altered or modified
except by an instrument in writing signed by the party against whom
enforcement of such change would be sought.
24.9 All references in this Agreement to exhibits,
schedules, paragraphs, subparagraphs and sections refer to the
respective subdivisions of this Agreement, unless the reference
expressly identifies another document.
24.1.0 All of the terms of this Agreement shall be binding
upon and shall inure to the benefit of the parties to this
Agreement and their respective successors and assigns.
24.11 Typewritten or handwritten provisions which are
inserted in or attached to this Agreement as addenda or riders
shall control all printed or pretyped provisions of this Agreement
with which they may be in conflict.
11
OWZT/CRA _ 13
n/1 /f11 1 n/1 -1nn l I nnn n.1 /Lit I 1 •1 h //1 !1 1 1 n!.` n l •1 I /1f ni.l\ 11Tn 1 .1T1 M —rl TnnATT I.fATT f
24.12 No covenant, representation, warranty or agreement
in this Agreement, nor any other term, condition or provision of
this Agreement shall survive the Closing or the termination of this
Agreement except as expressly provided herein.
24.13 Time is of the essence as to all material terms of
this Agreement.
25. WAIVER OF MMY TRIAL. Seller and Purchaser mutually
agree that they waive all rights to a trial by jury in the event of
any dispute or court action arising from, growing out of, or
related to, this Agreement. The parties acknowledge that this
waiver is a significant consideration to Purchaser to enter into
this Agreement.
26. RECORDING. Neither this Agreement nor any notice of it
shall be recorded in any public records and any recording of it
shall render this Agreement unenforceable by the recording party.
EXECUTED as of the date first written above in several
counterparts, each of which shall be deemed an original, but all of
which constitute only one agreement.
Signed, sealed and delivered
in the presence of:
As to Seller)
Ej
12
nn 1. 1 r nn-1nn i 1 nnn -n ,r /ten - I I I, n /nn - I I A n 1 -71 11 T n pA
SELLER:
SOUTHEAST OVERTOWN/PARK WEST
COMM(MIT'Y REDEVELOPMENT AGENCY
OF T99 CITY OF MIAMI
By:
Name:
Its:
Dated:
OMN"aA 9 6 - 13
ITrnI.nT M f7krUrTrIATT TAWTJ
Am to Purchaser)
MIA3-453601.1
Ira
13
PURCHASER:
ST. JOHN COMMUNITY
REDEVELOPMENT CORPORATION, INC.
By: u.
Name: W*
its:
Dated:
nr/r1 f rr7nnI 1Mr 'nkr/fin' f 1 "n/f r' 11 A nl -71 Wr\iM
(CORPORATE SEAL)
omm/CRA 9 F - 13
t ttntlf\1 t /TA(Vrfrft\u idnUJ
THE TAX HAS BEEN PAID AND THE PROPER DOCUMENTARY STAMPS HAVE BEEN
AFFIXED TO THE PURCHASE MONEY MORTGAGE, ASSIGNMENT OF RENTS AND
SECURITY AGREEMENT SECURING THIS PROMISSORY NOTE. —
P OMI GORY KOjj
$480,000.00 Miami, Florida
Date: December , -1996
FOR VALUE RECEIVED, the undersigned, ST. JOHN COMMUNITY
DEVELOPMENT CORPORATION, IN'C. ("Makerf+) , promises to pay the order
of SOUTREAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF MIAMI, its successors or assigns (flLender"), at 300
Biscayne Boulevard Way, Suite 400, Miami, Florida 33131, or at such
other place as may be designated in writing by Lender, the
principal sum of Four Hundred Eighty Thousand and 00/100 Dollars
($480,000.00) together with interest thereon, as hereinafter
provided, in lawful money of the United States, which shall be
legal tender in payment of all debts due, public and private, at
the time of payment, said principal and interest to be paid on the
dates and in the manner following:
Said principal ,gum shall bear interest at the fixed rate
of five percent (50) per annum, compounded annually on
each anniversary of the date hereof. The outstanding
principal balance and all interest thereon shall be due
and payable by or before December 31, 2000 (the "Maturity
Date"); provided, however, that in the event that Maker
shall pay the entire principal balance hereof and all
other amounts payable to Lender hereunder and under the
Mortgage (as hereinafter defined) on or before the
Maturity Date, and shall not then otherwise be in default
of any terms or conditions of this Note, the Mortgage or
any related document, Maker shall not be required to pay
the accrued interest.
This Dote may be prepaid in whole or in part without penalty
or premium.
This Note is secured by a Purchase Money Mortgage, Assignment
of Rents and Security Agreement of even date herewith (the
"Mortgage") executed by the Maker in favor of Lender, which
Mortgage constitutes a first lien on certain real and personal
property in Dade County, Florida of which the Maker �s the fee
simple owner. Reference is hereby made to the Mortgage for a
description of events of default and rights of acceleration of the
Maturity Date in the event of default. It is expressly agreed that
all of the covenants, conditions and agreements contained in the
Mortgage are made a part of this Note. Upon default in the payment
of principal or interest or both due on any note secured by said
Mortgage, including, but not limited to this Note, all notes so
omw/cRA 9 6 - 13
— in r • nn'lnn 1 I nn^ 1nIr /,�.A - I I -, n /I r, - I I nC ^ I "i 1 /Lrnnrl rrin I kfu 14 nkfurtrrnu IATAUj
secured and remaining unpaid shall become due and payable,
notwithstanding the terms and provisions of these notes.
In the event any payment of the principal sum, or any
installment thereof, or any interest thereon, as above provided, is
not made within ten (1.0) days following notice from Lender to Maker
of failure to timely make such payment, this Note may be declared
in default and upon written demand to Maker, the entire amount of
this Note, including the principal balance then outstanding,
together with all interest accrued thereon, shall become
immediately due and payable, at the option of Lender, time being of
the essence of this agreement.
The Maker agrees to pay all costs of collection incurred in
enforcing this Note, including reasonable attorneys, fees and costs
at both trial and appellate levels and in any bankruptcy action.
In the event any legal proceedings are instituted in connection
with, or for the enforcement of this Note, the Lender shall be
entitled to recover its costs of suit, including reasonable
attorneys' fees and costs, at both trial and appellate levels and
in any bankruptcy action.
Each maker, endorser and guarantor or any person, firm or
corporation becoming liable under this Note hereby consents to any
extension or renewal of this Note or any part thereof, without
notice, and agrees that they will remain liable under this Note
during any extension or renewal hereof, until the debts represented
hereby are paid in full.
Provided Lender has not exercised its right to accelerate this
Note as herein provided, in the event any payment of principal or
interest required under this Note is not received by Lender by the
tenth (1.0) day following the due date thereof, beaker shall pay
Lender a late charge of five percent (5*) of the payment not so
received, the parties agreeing that said charge is a fair and
reasonable charge for the late payment and shall not be deemed a
penalty or as compounding interest.
In the event Lender accelerates this Note as herein provided
or the full amount of outstanding principal and interest is not
fully repaid to Lender on or before the Maturity Date, then the
entire unpaid principal balance of this obligation, together with
all interest accrued, shall bear interest from the date of default
at the maximum rate permitted under applicable law,
Nothing herein contained, nor in any instrument or transaction
related hereto, shall be construed or so operate as to require
Maker, or any person liable for the payment hereof to pay interest
in an amount or at a rate greater than the highest rate permissible
under applicabler0law as amended from time to time, Should any
interest or other charges paid by Maker, or any party liable for
the payment hereof, result in the computation or earning of
interest in "cese of the highest rate permissible under applicable
law, then any and all such excess shall be and the same is hereby
waived by Lender, and all ouch excess shall be paid by Lender to
2
oMrnICRA06- 13
nC`/II J (107n0I1n(10'nAf/t7n:II "0/Or.'II Or, 01 '71InNM !UA'hfV V (1AIWITIAIJ 1ATAUJ
Maker or to any party liable for the payment hereof, it being the
intent of the parties hereto that under no circumstances shall --
Maker or any party liable for the payment hereof be required to pay
interest in excess of the highest rate permissible under applicable
law as amended from time to time.
All persons now or at any time liable for payment of this Note
hereby waive presentment, protest, notice of protest and dishonor.
The Maker expressly consents to any extension or renewal., in �4hole
or in part, and all delays in time of payment or other performance
which Lender may grant at any time and from time to time without
limitation and without any notice or further consent of the
undersigned.
The remedies of Lender as provided herein, or in the Mortgage
shall be Cumulative and concurrent and may be pursued singularly,
successively or together, at the sole discretion of Lender, and may
be exercised as often as. the occasion therefor shall arise.
This Note is to be construed according to the applicable laws
of the State of Florida and the United States of America, Any
action brought upon the enforcement of this Note is hereby
authorized to be instituted and prosecuted in Dade County, Florida,
or at the United States District Court for the Southern District of
Florida, at the election of Lender.
Notwithstanding that this Note is a purchase money note, Maker
acknowledges and agrees that Lender shall have full recourse
against the Maker hereunder, including, without limitation, the
right to seek and recover a deficiency judgment.
This Note may not be changed orally, but only by an agreement
in writing, signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.
IN WITNESS WHEREOF, the undersigned has executed this Note on
the date hereinabove set forth,
MXA3--454193.1
3
MAKER:
ST . �7ORN COMM=IT'Y DEVELOPMENT
CORPORATION
By=
Name:
Title.
(CORPORATE SEAL)
OWU/CRAB 9 6 -- 13
n0 ini 1 007001 1WC' 'nei /hn' i i 'Tr /00' I i OA 0I '71 I ATO !unrniv V /IARJR'J(\U WOUJ
prepared by and return to,
itobest H. Smith, Esquire
HOLL.AND & KNIGHT
701 BrIeWl Avenue
Suite 3000
Miami, Florida 33131
4*
MORTGAGE, ASSIGNMENT OF' RENTS AND SECi1RM AGREEMENT
THIS MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT, is executed this
day of December, 1996, by St. John Community Development Corporation, Inc., a Florida corporation (the
'Mortgagor", which term as used herein in every instance shall include the Mortgagor's successors, legal
represenutives and assigns, including all subsequent grantees, either voluntary by ad of the patties or involuntary
by operation of law), to Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami
(the 'Mortgagee'), which term as used herein in every instance shall include the Mortgagee's successors, legal
representatives and assigns, including all subsequent assignees, either voluntary by act of the parties or involuntary
by operation of law,
WITNESSETH:
THAT for diverse good and valuable considerations, gad also to secure the payment of the aggregate sum
of money named in the promissory now of even date herewith, hereinafter mentioned, together with interest thereon,
and all other sums of money secured bereby as hereinafter provided, the Mortgagor does grant, bargain, Ball, alien,
remise, release, convey and confirm unto the Mortgagee, in fee simple,,, the land of which the Mortgagor is now
seized and in actual possession, in the County of Dade, State of Florida, described in ExhlWt "Au attached hereto
and made a part hereof (hereinafter referred to as the 'Land'), together with all and singular the tenements,
hereditameats, easements and appurtenances thereuaw belonging, or in anyway appertaining, and the rears, issues,
and profits thereof, and also all the estate, right, title, interest and all claims and demands whatsoever, as well in
law as in equity, of said Mortgagor in and to tho same, and every part and parcel thereof, and also specifically but
not by way of limitation all gas and electric fixtures, water and drainage pumps, pipes, component parts and
materials located upon the Land, and which are now or may hereafter pertain to or be used with, in or on said
premises, even though they be detached or detachable, are and shall be deemed to be fixtures and accessories to
the freehold and a part of the realty.
TO HAVE AND TO HOLD, the same, together with the tenements, hereditsmonts and appurtenances
thereunto belonging, and the rents, issues and profits thereof, unto the said Mortgagee.
The said Mortgagor hereby covenants with the said Mortgagee that the said Mortgagor is indefeasibly seized
with the absolute and fee simple title to the Land, and has full power and lawful authority to sell, convey, transfer
and mortgage the same; that it shall be lawful at any time hereafter for the Mortgagee to peaceably and quietly enter
upon, have, hold and enjoy said Land, and every part thereof; that the Land is free and discharged from all liens,
encumbrances and claims of any kind, including taxes and assessments that the Mortgagor will make at Mortgagor's
expense and at no expense N)"ortgagee, such other and further assurances to perfect the fee simple tide to said
Laud, fixtures and personal property in the Mortgage as amy hereafter be required; and that the Mortgagor hereby
fully warrants unto the Mortgagee the title to said Land and will defend the same against the lawful claims and
demands of all persons whomsoever.
-n 1 I nn n .11 f.r —1 •urn I I— M n. ft Tn"/I TT WAIT T
NOW, THEREFORE, the conditions of this Mortgage are such that if the Mortgagor shall well and truly
pay unto the Mortgagee the indebtedness evidenced by that certain promissory note of even date herewith. trade
by the Mortgagor and payable to the Mortgagee in the principal sum of FOUR HUNDRED EIGHTY THOUSAND
AND 00/100 DOLLARS (S480,000.00), the final payment of which is due on December 31, 2000, together with
any note or notes hereafter executed by the Mortgagor herein by and in accordance with Section 15 of this Mortgage
as hereinafter set forth and secured by the lies of this Mortgage, together with interest as therein stated, and shall
perform, eoatply with and abide by each and every one of the adpalmions, agreements, conditions and covenants
contained and act forth in this Mortgage and in the promissory note secured hereby, the this Mortgage and the estate
hereby created shall cease and be null and void.
AND the Mortgagor does hereby covenant and agree:
1. To perform, comply with and abide by each and very one of the stipulations, agreements,
conditions and covenants contained and set forth in said promissory note or notes, this Mortgage and, if applicable,
the loan agreement between the Mortgagee and Mortgagor.
2. To pay the indebtedness secured by this instrument and according to the true tenor and effect of
the promissory note hereinabove mentioned or of any renewal thereof, promptly on the day or days the same
severally become due.
3. To pay, before becoming delinquent, all obligations, eneumbratim, takes, assessments, sidewalk
paving, sanitary and other assessments, levies or liens, now or hereafter levied or imposed upon or against the
Land, and to exhibit to the Mortgagee before such taxes, assessments, liens and encumbrances become delinquent
the official receipt for payment thereof, and if the same or any part thereof be not paid before becoming delinquent
the Mortgagee may at any time pay the same with accrued intertat and charges, if any, wizhour waiving or affecting
Mortgagee's option to foreclosure this Mortgage, or any right hereunder, and every payment so made shall bear
interest from the date thereof at the maximum rate permitted by law, and all such payments with interest shall be
secured by the lien hereof.
4. Thai in the event a suit is instituted to foreclose this Mortgage, the Mortgagee shall be entitled to
apply at any time during such foreclosure suit to the court having jurisdiction thereof for the appointmem of a
receiver of all and singular the Land, and of all rents, income, profits, issues and revenues thereof, from whatsoever
source derived; and thereupon it hereby expressly covenanted and agreed that the court shall forthwith appoint such
receiver with the usual powers and duties of receivers in like cases; and said appointment shall be made by the coon
as a marten of strict right to the Mortgagee, and without reference to the adequacy of inadequacy of the value of
the land, or to the solvency or insolvency of the Mortgagor or any other party defendant to such suit. The
Mortgagor hereby specifically waives the right to object to the appointment of a receiver as aforesaid and hereby
expressly consents that such appointment shall be made as a admitted equity and as a matter of absolute right to the
Mortgagee.
5. That if any proceedings should be instituted against the land, upon any other lien or claim whether
superior or Junior (if permitted) to the lien of this Mortgage, then the Mortgagee may declare the promissory note
and the indebtedness secured hereby due and payable forthwith and may at its option proceed to foreclose this
Mortgage.
6. To pay all and singular the costs, fees, charges and expenses of every kind, including the cost of
an abstract of title to said Land found to be convenient or expedient in connectdoo with nay suit for the foreclosure
of this Mortgage, and also including, wherber the Mortgagee is obligated to pay sam or not, reasonable artorney's
fees incurred or expended at idy time by the Mortgagee because of the failure of the Mortgagor to perform, comply
with and abide by all or any of the covenants, conditions and stipulations of said promissory notes, or this
Mortgage, in the foreclosure of this Mortgage and in collecting the amount secured hereby with or without legal
proceedings, and to reimburse the Mortgagee for every payment made or incurred for auy such purpose with interest
N
oA"/CU 9 6 - 13
nnnnn i i non •n,. /"- t i .• n •'! i nC n 1 -'71 /angel •nn • kM Y' r M Irin AT WAIT.1
from date of every such paymat at the maximum rat permitted by law; such payments and obligations, with
interest thereon as aforesaid, shall bo wwrad by the lien hereof. --
7. To keep the improvements now at hereafter constructed- on said Land insured against loss or
damage by fire, extended coverage and other perils, and flood insurance if the Land is in a flood zone area, in a
stun not less than their full insurable value, with such value being approved by Mortgagee, at the cost and expense
of the Mortgagor, by a company or companies approved by the Mortgagee, the policy or policies to be held by the
Mortgagee, and such policy or policies of insurance shall have affixed thereto a standard New 'York gee
clause, making all loss or leases under such policy or policies payable to the Mortgagee as its interest ma ,,pear,
and to deliver said policy or policies to the Mortgagee when issued with the receipts for the payment of the premium
thereft and in the event any sum of money becomes payable under such policy or policies, the Mortgagee shall
have the option to receive and apply the same on account of the indebtedness secured hereby or to permit the
Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any
equity, lien or right under or by virtue of this Mortgage; and the Mortgagee if it deems necessary may place and
Pay for such insurance, or any part thereof, without lo%iag, waiving or affecting Mortgagee's option to foreclose
for breach of this covenant, or any part thereof, or any right or option under this Mortgage, and every such payment
shall bear interest from the date thereof until paid at the maximum rate permitted by law, and all such payments
with interest as aforesaid shall be secured by the lien hereof. In the event any loss or damages is suffered,
Mortgagor shall notify Mortgagee of such loss or damage within forty-eight (48) hours after the occurrence thereof;
Ike failure to give such notice shall constitute a default and the Mortgagee shall bavo the rights herein given for ail
defaults.
8. To permit, commit or suffer no waste and to maintain the improvements at all times in a state of
good repair and condition; and to do or permit to be done to said premises nothing tharwill alter or change the use
and character of said property or in any way impair or weaken the seeariry of said mortgage. In case of the refusal,
neglect or inability of the Mortgagor to repair and maintain said property, the Mortgagee may, at its option enter
upon the property to secure the property, make such repairs or cause the same to be made and advance monies
which sums shall bo secured by the lien hereof and bear interest at the maximum rate permitted by law.
9. To deliver the abstract or abstracts of title covering the mortgaged property to Mortgagee or its
designared agent, which shall at all times, during the life of this Mortgage, remain in the possession of the
Mortgagee and in event of the foreclostmre of this Mortgage or other transfer of title, all right, title and interest of
the Mortgagor in and to any such abstract or abstracts of title shall pass to the purchaser or grantee.
10. That no waiver of any covenant herein or in the, obligation secured hereby shall at any time
hereafter be held to be a waiver of any of the other terms hereof or of the note secured hereby and further no such
waiver shall be deemed to be a continuing waiver,
11. That to accelerate the maturity of the indebtedness hereby secured because of the failure of the
Mortgagor to pay any tax assessment, liability, obligation or etmcumbranees upon said property as herein provided,
it shall not be necessary nor requisite that the Mortgagee shall first pay the same.
12. That if the Mortgagor shall fail, neglect or refuse fully and promptly to pay time amounts required
to be paid by the now hereby secured or the interest therein specified or any of the sums of money herein referresd
to or hereby secured, or otherwise duly, fully and promptly to perform, execute, comply with and abide by each,
every or any of the covenants, conditions or stipulations of this Mortgage, the promissory note hereby secured (each
of the foregoing being referred to as an "event of default'), and if such events of default continues for a period of
fifteen (15) eonsecutive days or more, then Mortgagee may at any time thereafter provide Mongagor with written
notice of such default. If Wrigagor fails to cure such default within ten (10) days after Mortgagee delivers such
notice, then the said aggregate sum mentioned in said promissory note, less previous payments, if any, and any and
all sums mentioned herein or secured herby shall become due and payable forthwith or thereafter at the continuing
open of the Mortgagee as fully and completely as if said allrepte sums were originally stipulated to be paid at
nn /i I r nn-Inn. • I I •- h /(1n' -i 1 n.: r, I •-I I 1,rnf.rl
omm/c.RA, d 5 r- 13
rrn Ir11 10 nkturulATT IOMTJ
such time, anything in said promissory notes or herein to the contrary notwithstanding, and the Mortgagee shall be
entitled thereupon or thereafter without notice or demand to institute snit at law or in equity to enforce the rigors — of die Mortgagee hereunder or under said promissory notes. In the event of any default or breach on the part of
the Mortgagor hereunder or under said promissory notes, the Mortgagee shall have the continuing option to enforce
payment of all sums secured hereby by action at law or by suit in equity to foreclose this Mortgage, either or both,
mucurreatly or otherwise, and one action or suit shall not abate or be a bar to or waiver of the Mangagee,s riglu
to institute or maintain the other, provided said Mortgagee shall have only one payment and satisfaction of said
Indebtedness. 41
13, That in the event Mortgagor shall (a) consent to the appointment of a receiver, trustee or liquidator
of all or a substantial part of Mortgagor's assets, or (b) be adjudicated a bankrupt or insolvent, or Me a voluntary
petition in bankruptcy, or admit in writing its inability to pay its debts as they become; due, or (c) make a general
assignment for the benefit of creditors, or (d) file a petition or answer seeking reorganization or arrangement with
creditors, or to take advantage of any insolvency law, or (e) file an answer admitting the material allegations of a
petition filed against the Mortgagor in any bankruptcy, reorganization or insolvency proceeding, or (e) take action
to effect any of the foregoing, or (f) default under the terms and conditions of any other loan given by Mortgagee
w Mortgagor, any entity controlled or owned by, or otherwise affiliated with, Mortgagor, or in the event (h) any
order, judgment or decree shall be entered upon an application of a creditor of Mortgagor by a court of competent
Jurisdiction approving a petition seeking appointment of a receiver or trustee of all or a substantial part of the
Mortgagor's assets and such order, judgment or decree shall continue unstayed and in effect for any period of thirty
(30) consecutive days, the Mortgagee may declare the note hereby secured forthwith due and payable, whereupon
the principal of and the Interest accrued on the note and all other sums hereby secured shall become forthwith due
and payable as if all of the said sums of money were originally stipulated to be paid on such day; and tberettpon
The Mortgagee without notice or demand may prosecute a suit at law and/or in equity as if all monies secured hereby
had matured prior to its institution,
14. That the Mortgagee or any person authorized by the Mortgagee shall have the right to eater upon
and inspect at all reasonable times the mortgaged premises and any and all books and records relating to the
property of Mortgagor.
15. That any sum or sums which may be loaned or advanced by the Mortgagee to the Mortgagor at
any time within twenty (20) years from the date of this indenture, together with interest thereon at the rate agreed
upon at the time of such loan or advance, shall be equally secured with and have the same priority as the original
indebtedness acid be subject to all the terms and provisions of ibis Mortgage; provided, that the aggregate autouut
of principal outstanding at any time shall not exceed an amount equal to two hundred percent (200%) of the
principal amount originally secured hereby.
16. That, at the sole option of the Mortgagee, in order to more fully protect the security of this
Mortgage, upon written notice being given to Mortgagor by Mortgagee, the Mortgagor, together with and in
addition to the monthly payments tinder the terms of the note secured hereby, on the fast day of each month and
tined said note is fully paid, shall pay to the Mortgagee an installment of the taxes and assessments next to become
due against the land, and an installment of premiums next to become due on insurance policies required by the
Mortgagee. Such installments shall be equal respectively to such taxes and assessments and insurances premiums,
all as estimated by the Mortgagee, less all sums already paid thereon, divided by the number of months that are to
elapse before one month prior to the date when such taxes and assessments and insurance premiums will become
due, Said installments shall be held by the Mortgagee to pay such taxes and assessments and insurance premiums.
All payments made under the terms of this Section and under the Hates secured hereby shall be added together and
the aggregate amount thereof phall be paid by the Mortgagor in a single payment each month to be applied by the
Mortgagee in payment of the items and in order following: (a) taxes and assessments, and insurance premiums;
(b) intermt on the note secured hereby; and (c) amortization of the principal of said now, Any deficiency in the
amount of such aggregate monthly payment shall constitute a default under this Mortgage. When such razes,
assessments and insurance premiums fall due, if the amounts deposited by the Mortgagor for such purposes are not
4
OMNT/CRA 3 6 - 13-
nn /-7-7 r nr7nni IM(I •/Nky4,n' 1 I r• /In'71 nH r,l '71 JKIAIAfl 7iR1TAIV )D rTKIV'TrIALI WAVJ
sufficient to pay said taxes, assessments and insurance premiums, as the case may be, then due. the Mortgagor will
pay to rite Mortgagee such deficiency immediately. When such taxes, assessment s and insurance premiums fall due, — if the amounts deposited by the Mortgagor for such purposes exceed the amounts due for such taxes, assessments
and insurance premiums, the excess may, in the discretion of the Mortgagee, be applied on subsequent monthly
payments to be made by the Mortgagor. In the event of default under this Mortgage any unexpended funds in the
hands of the Mortgagee deposited by the Mortgagor w meet the obligations of taxes, assessments and insurance
premiums shall be applied by the Mortgagee upon the indebtedness hereby segued in the following order. (i)
interest on advances made by the Mortgagee; (ii) advances made by the Mortgagee; (iii) interest on the papal;
and (iv) the principal debt hereby secured. When any such taxes, assessments or insurance premiums fall-M the
Mortgagor will promptly obtain and deliver to ilia Mortgagee ststemews with respect thereto. mda provision is
included herein solely for the benefit of the Mortgagee, and the Mortgagee's exercise or non -exercise of the options
herein granted shall not create liability of the Mortgagee to the Mortgagor or to any third parry. All third parties
dealing with the Mortgagor shall take notice of this disclaimer and they are advised to make such independent
determination as to the nature and extent of their relationship WU the Mortgagor as they deem necessary,
17. That the Mongagor will comply with all building, zoning, fire and health regulations now or
hereafter imposed by governmental authority and will comply with all deed -restrictions, declarations of restrictions,
and plat restrictions which may be applicable w the prbmisea, including, without limitation, that certain Agreement
for Development by and between Mortgagor and Mortgagee of even date herewith.
18. That the Mortgagor will indemnify the Mortgagee upon the Mortgagee's demand for all taxes,
assessments and charges that may be assessed upon ibis Mortgage or the indebtedness secured hereby and paid by
the Mortgagee, without regard to any law heretofore euscted or hereafter to be enacted imposing payment of the
whole or any part thereof upon the Mortgagee.
19. That the Mortgagee shall have the right at any time and from time w time and without notice or
consent of the Mortgagor to release any portion of the Land from the lien of this Mortgage, to release any person
liable for payment of any indebtedness secured hereby, to extend the time for payment or alter the terns of payment
of all or any part of the indebtedness or otherwise modify this Mortgage or the promissory note secured hereby
without affecting or releasing any person (other than the person released pursuant hewo) from liability upon this
Mortgage or the promissory now 'sectored hereby, and without otherwise affecting or diminishing the lien of this
Mortgage.
20, That the Mortgagor shall within ten (10) days of the request of the Mortgagee furnish a written
statement of the amount owing on the obligation which this Mortgage secures and therein state tivhe[her or not
Mortgagor claims any defenses or offsets thereto.
24. if intangible tax, documentary stamps or any other tax shall be levied or assessed upon this
Mortgage and/or the note or notes secured hereby, the Mortgagor agrees to pay dttunediately upon demand all such
tax or taxes, and the Mortgagor's failure to promptly pay any such tax shall constitute a default under this
Mortgage.
22. Upon any sale, transfer or conveyance of the Land herein described or any part thereof, or any
interest therein, including any security interest in the Land, whether voluntarily or involuntarily and covered by this
Mortgage, to any person, firm, or corporation, not previously approved in wriring by the holder of this Mortgage,
the Mortgagee or holder shall have the right to accelerate the maturity of this Mortgage as though it were due and
payable on the day of such transfer and to demand payment in full of the said Mortgagee amount or any unpaid
balance thereof, and to exercise all the rights and remedies herein or by law reserved to said Mortgagee the same
as in any event of default h`'`ewader, anything in the promissory note secured hereby or herein to the contrary
notwithstanding. Notwithstanding the foregoing, Mortgagor may convey the land to the Lyric Village Joint Venture
(the 'Joint Venture") created pursuant to that certain Joint Vesture Agreement by and between Mortgagor and Lyric
Village Housing, 1nc., dated August 7, 1996. The granting of the loan evidenced by the promUsoa note
nr R,7 r nMnn i 1 nrn nor 1hr, • I I •, L, /I n • 7 I na o I •7I lkinuo
®mWicRA 9 6 - 13
rm r Al\I T /fhIXJrT TAU WAU J
hereinabove described sad secured hereby is given by Mortgagee in reliance on the Mortgagor or the Joint Venue
herein being and remaining fee simple title holder of the property encumbered hereby. --
23. Provided there shall then exist no event of default under the promissory note or notes secured
hereby, this Mortgage or any other related document, and fiuther provided that Mortgagor shall develop on the Iand
a 96 unit townhouse and villa project, substantially in conformity with that certain Proposal prepared by the Lyric
Village Joint Venture, dated Angust 9, 1996. and submitted to the Mortgagee (the "Project"), and al ll replat the
lAnd as shall be required for the project, then, upon the closing of each of the Units comprising theject,
Mortgagor shall pay ro Mortgagee a partial release price of Five Thousand Dollars (S5,000.00) for such JWi- ,1 here
upon Mortgagee will execute, in recordable form and deliver to Mortgagor, a partial release from the lien of this
Mortgage, for such Unit being sold. Mortgagor shall bear all costs associated with the preparation, execution and
recording of partial releases, including Mortgagee's reasonable attorney's fees and costs. Any plat or replat in
connection with the development of the project, and any homeowners' documents in connection with the
development of the Project, if any, shall be subject to the review and approval of Mortgagee, which shall not be
unreasonably withheld. The payment of any such release price shall not relieve Mortgagor of its obligation to make
each and every payment required by the Notes secured hereby, this Mortgage or any other document In connection
Therewith.
24. That the Mortgagor shall furnish annually, at the request of the Mortgagee, financial statements
in form and certified in a manner satisfactory to the Mortgagee.
25, That in the event Mortgagor should assign the rents of the Land, or any part thereof without the
consent of the Mortgagee, then the entire principal aura secured hereby shall, at the option of the Mortgagee,
become immediately due and payable; that the Mortgagor, to fiuther secure the payment of the indebtedness
hareinabove described, does hereby assign to Mortgagee the rents and profits of said land.
26. That in the event of foreclosure of this Mortgage or other transfer of title to the Land, all tight,
title and interest of the Mortgagor in and to any insurance policies then in force, including all pmaziurns thereon
paid in advaaca, and, together with all deposits and advance payments for utility service, in connection with the
operation of the Land together with any and all other deposits given or fees paid by Mortgagor, shall pass to the
purchaser or grantee.
27. That upon any foreclosure sale of the land, the same may be sold either as a whole or in parcels,
as Mortgagee may elect, and, if in parcels, the same may be divided as Mortgagee may elect, and, at the election
of Mortgagee, may be offered first in parcels and then as a whole, that offer producing the highest price for the
entire property to prevail, any law, statutory or otherwise, to the contrary notwithstanding, and Mortgagor waives
the right to require any such sale to be made in parcels or the right to select such parcels.
29. That Mortgagor hereby grants to Mortgagee, its successors and assigns, a security interoet In all
fixtures, goods and chattels now or hereafter awned by Mortgagor and now or hereafter located upon or used in
connection with the coDstr=iou or operation of rho Land or any improvements thereon, including, but not limited
to, all uninstalled materials, equipment or fixtures and all stoves, refrigerators, dishwashem, disposals, water
heaters, heating and air conditioning units, incinerators, carpeting, drapes and all other goods and articles of
personal property of any kind or description and all replacements thereof and additions thereto. This indenture
constitutes a Security Agreetnent and Financing Statement with respect to said hates, goods and chattels covered
hereby, together with all proceeds thereof, in accordance with the Uniform Commercial Code.
29. That in the event of the taking of all or any portion of the Land in any proceedings under the
Power of eminent domain, tli`!'entire award rendered in s4ch proceedings shall be paid to Mortgagee, to be applied
toward reimburserawt of all costs and expenses of Mortgagee in connection with the proceedings, and toward the
payment of all amounts payable by Mortgagor to Mortgagee hereunder, and toward the payment of the indebtedness
secured hereby, or any portion thereof, whether or not than due or payable.
6
oMmrz/CRA9 6 -- 13
nc ir,7 1 rc7n0 I I nrc •AKI inn ' I I • • r 17n ' ?1 nh n 1 '7 1 lnrnUtl r.Un' n1V p (KIW190Q WOO
30. That all notices, demands and requests required or permitted to be given hereunder or by law shall
be deemed delivered when deposited in the United States mail, the full postage prepaid thereon, addressed to --
Mortgagor at Lytie Village Joint Venture, c/o The Related Group, 2M Coral Way, penthouse Suite, Miami,
Florida 33145, or to Mortgagee at 300 Biscayne Boulevard Way, Suite 400, Miami, Plorida 33131. Any change
in address of Mortgagor for the giving of notice hereunder shall not become effective against Mortgagee until
written advice of such change aball have been received by Mortgagee,
31. Whenever and wherever the context so regains or admits herein, the use of the singular ahQ also
denote the plural, the use of the masculine shall also denote the feminine, and reference to natural persons shk also
refer to artificial persons, and vice -versa.
IN WITNBSS WHEREOF, the Mortgagor has executed these presents under seal the day and year first
above Written.
Signed, sealed and delivered
In the presence of -
Name:
St, John Community Development
Corporation, Jao,
By:
Name:
Title:
JOINDER
(CORPORATE SEAL)
The undersigned, Lyric Village Joint Venture, hereby joins in this Mortgage in order to agree. to observe
and perform all of the terms, covenants and conditions of the Mortgage required to be observed or perfornW by
the Mortgagor.
LYRIC VILLAGE JOINT VENTURE
By: Lyric Village Housing, Inc.
By:
mvp
7
nn /A'7 r nn-!nn i i nnr, .(\,r ;�.n - I I • r re. Alr) , 7 I Aa 0 1 "7 i IA ATO
By:
Name:
Title:
(CORPORATE SEAL)
St. John Community Development
Corporation, Inc.
By:
Name:
Title:
(CORPORATE SEAL)
Own/CRA 9 6 - 13
7IIA r hry 'A (ThfWrlrT/)U IAI(\U J
State of Florida ) '-
89.
County of Dade )
The foregoing instrument was acknowledged before me this , 1996, by
as of St. John Community Mvelopmemt Corporation, Inc., a Florida corporation, on behalf of the
corporation. ire/she is personally known to the or has produced I as idantifioz&m. �
(NOTARY SEAL)
Name:
Notary Public, State of Florida
Commission No.
My Commission Expires:
State of Florida )
86.
County of Dade )
The foregoing instrument was aclmawledged before ma this , 1996, by
as of St. John Community Development Corporation, Inc., a Florida Corporation, on behalf of the
corporation as a general partner of Lyric Village Joint Venture. HO/sbe is ptatsoually known to me or has produced
as identification.
(NOTARY SEAL)
Name:
Notary Public, State of Florida
Commission No,
My Commission Expires:
Stara of Florida )
s8.
County of Dade )
The foregoing inswntent was acknowledged before me this , 1996, by
as of Lyric Village Housing, Inc. a Florida corporation, as a general partner of Lyric Village Joint
Venture. He/she is personally known to me or has produced as identification.
8
oMNI/CRA 9 6 - 13
oC/o7 7 CC'7ooj into nhi/t7n: 1 l 'tr/on:71 oR o1 '71 (nfnW)
run 1 hry '0 (1hjW Trjntl Wnu d
(NOTARY SEAL)
My Commission Expires:
WAS-03914
A*
9
nn /1 7 r nn7nn I I Ann nkr /�,n - I I -r n /1,n' 71 nF n I '71 IAInitl1
Nsma;
Notary Public, State of Florida
Commission No.
OMM/CRA 9 6 _ 13
i Tin i him 'A rtr,rvRrinu wou J
Prepared by and return to:
Robert H. Smith, Esquire
HOLLAND & KNIGHT
701 Srickell. Avenue
Suite 3000
Miami, Florida 33131
THIS AGREEMENT FOR DEVELOPMENT (the "Agreement") is entered
into this day of December, 1996, by and between the southeast
Overtown/Par West Community Redevelopment Agency of the City of
Miami (the "CRA") and St. John Community Development Corporation,
Inc. (the T'CDC").
RECITALS;
A. Pursuant to that certain Purchase and Sale Agreement by
and between the CRA and the CDC, dated December , 19915 (the
"Contract"), the CRA has, on this date, sold to the CDC that
certain real property located in the City of Miami, Dade County,
Florida, more particularly described in Exhibit "All attached hereto
and hereby made a part hereof (the "Property"). .
B. Pursuant to that certain Joint Venture Agreement by and
between the CDC and Lyric village Housing, Inc. (11LVRII), dated
August 7, 1996 (the "Joint Venture Agreement"), the CDC and LVH
have formed the Lyric Village Joint Venture (the "Joirit Venture"),
for the purpose of ultimately acquiring the Property from the CDC
and developing thereon a residential project comprised of 96
townhouse and villa units (the "Project"). The Project is to be
developed substantially in conformity to the terms of that certain
Proposal dated August 9, 1996, submitted by the Joint Venture to
the CRA, in reeponse to that certain Request for Proposal captioned
(the "Proposal")dated.
C. It is a material condition to the =' a agreement to Bell
the Property to the CDC that the Joint Venture, as presently
comprised, shall develop the Project substantially in conformity
with the terms of the Proposal.
row
NOW, THEREFORE, in consideration of the foregoing Recitals,
the sum of ten dollars ($10.00) paid by each of the parties to the
other and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
®z NT/CRA 9 E - 13
nn /nn r nn"n I I nnn •nlr /A.n 1 1 • r n /I,n • 7 1 AC n 1 "7 1 /AMLA 1 Tin HINT T /7kfUr1r1nTT IAIAIJ d
1. Recitals, The foregoing Recitals are true and correct
and are hereby incorporated herein by reference.
2. Cp_yenants and Agreements of the CDC and the Joint
Venture.
a. Conveyance of Title to Joint Venture, No later than
(6) six months following the date hereof, the CDC shall convey fee
simple title to the entirety of the Property to the Joint Venture.
b. Controi of Joint Venture. At all times following
transfer of fee simple title to the Joint Venture, until the
substantial completion of the Project:
W the Joint Venture shall retain fee simple
ownership of the entirety of the Property, except only for those
townhouse and villa units (the "Units") which shall be sold to
Qualified Buyers, as hereinafter defined]
(ii) the CDC and LVH shall retain the respective
proportionate interests in the Joint Venture which each presently
possesses pursuant to the terms of the Joint Venture Agreement; and
(iii) [the Related Group of Florida] shall retrain
sole ownership and control of all outstanding interests in LVH.
C. Development of Project.
(i) Approval, of Plans and 9pec;ifications. The CDC
and the Joint Venture shall, as soon as practical, prepare and
submit to the CRA a proposed replat (the "Replat") and definitive
permit ready architectural drawings, foundation and structural
drawings, electrical and mechanical drawings and final
specifications for the Project, which shall be in substantial
conformity to the description thereof set forth in Sections 3 and
4 of the Proposal (the "Plans and specifications"). The CRA shall
review the Replat and the Plans and Specifications and shall
promptly provide the CDC and the Joint Venture notice of its
approval or disapproval, and shall further, in the event of
disapproval, set forth in detail its reasons for any disapproval
within thirty (30) days following receipt thereof. It is
understood and agreed that neither the CDC nor the Joint Venture
shall further revise or amend the R.eplat or the Plans and
Specifications at any time prior to the substantial completion of
the Project, without the prior written approval of the CRA, which
approval shall nq# be unreasonably withheld.
(i.i) Phased Development, The CDC and the Joint
Venture shall develop the Project in four discrete phases of
twenty-four 24 units each (the "Phases"), as such phases are more
particularly described on Exhibit "H" attached hereto and hereby
2
OMM/CRA 9 6 - 13
nn /n-I . nn-inni Innn •nor /r_n 1 I ••n /nn I nc n1 •71 /iMitl1 Iftn'MY 10 /TMJrfrl/1U IAVAUJ
made a part hereof, The CDC and the Joint Venture shall obtain
Permits for and commence the construction of the first 24 unit ` --
phase of the Project ("Phase i°), as described on Exhibit NH",
within one hundred eighty (180) days following the date hereof and
shall substantially complete Phase I no later than the earlier of:
one hundred eighty (180) days following commencement of
construction or three hundred sixty (360) days following the date
hereof. The CDC and the Joint Venture shall obtain permits fovnd
commence construction of each subsequent Phase within thirty "30)
days following the achievement of pre -sales of fifty percent (500
of the Units within such Phase .and shall substantially complete the
construction of such Phase within one hundred eighty (180) days
following the commencement of construction thereof. For purposes
hereof, the term "substantial completion" means the issuance of
certificates of occupancy for all Units in each such Phase. For
purposes hereof, the berm "preeale" means a contract for the sale
of a unit with a buyer satisfying the criteria of all public and
private loan programs utilized as sources of financing for the
Project (a "Qualified Buyer").
(iii) Promotion, The CDC and the Joint Venture
shall use their best efforts to diligently promote the Project and
pursue and close the sale of Units, by use of advertising,
brochures, circulars, promotional aids and other appropriate means,
(iv) Compliance with Applicable Laws. The CDC and
the Joint Venture shall through all stages of the planning,
development and construction of the Project and the promotion and
sales of the Units therein, comply with all applicable laws, rules,,
ordinances, codes and regulations of the federal, state and local
governments,
(v) Books and Records. Upon the request of the
CRA, at all times prior to the sale of all Units within the
Project, the CDC and the Joint Venture shall permit the CRA to
audit the books and records of the Joint Venture with respect to
the Project.
(vi) o Conflict of Interest. The CDC and the Joint •
Venture covenant and agree that no person now or hereafter under
their employ in connection with this Agreement and/or the Project,
does or shall have any personal financial interest, direct or
indirect, with the CRA or the City of Miami. The CDC and the Joint
Venture are aware of the conflict of interest laws of the City of
Miami, City of Miami Code chapter 2, Article V (Dade County,
Florida) Dade County Code, Section 2-11.1) and the State of
Florida, and agree that they shall fully comply in all respects
with the terms of,,,said laws,
(vii) No Commissions. The CDC and the Joint
Venture warrant and represent that they have not employed or
retained any person employed by the City.of Miami or the CRA to
solicit or secure the approval of the Proposal or the sale of the
3 OIv[NI/CRA 9 6— 13
nr, 1rrn , nn7nn l I Ann •nu /1,n • I I "n Inr, 7 1 A n I •7 I tAVVd� I I I n • er\I 10 rIAIVI11AU UIn11 J
Property by the •CRA to the CDC and that they have not offaxed to
pay, paid, or agreed to pay, any person employed by the City of
Miami or the CRA, any fee, commission, percentage, fee or gift of
any kind, contingent upon or resulting from the acceptance of the
Proposal or the sale of the Property,
(vii-i) No Discrimination. The CDC and the Joint
Venture agree that they shall not discriminate as to race, ;fix
color, creed, national origin or handicap in connection with' the
planning, construction and development of the Project or their
performance under this Agreement. No otherwise qualified
individual shall be excluded front participation in, be denied
benefits of, or be subjected to discrimination under any program or
activity receiving federal financial assistance in connection with
the Project solely by reason of his or her race, color, creed,
national origin or handicap,
(ix) Minority Procurement, The CDC and the Joint
Venture acknowledge that they have been furnished a copy of
Ordinance No. 1.0538, as amended (the Minority Procurement Ordinance
of the City of Miami) and agree to comply with all applicable
substantive and procedural provisions therein, including any
amendments thereto.
(x) Unavoidable Delay. Neither the CDC nor the
Joint Venture shall be considered in breach of any of their
obligations herein in the event of unavoidable delay in the
performance of their obligations because of delays due to strikes,
lockouts, acts of God, inability to obtain labor or materials due
to governmental restrictions, enemy action, fire, unavoidable
casualty or other similar causes beyond the reasonable control of
the CDC and/or the Joint Venture, provided that the insolvency or
financial condition of the CDC or the Joint Venture shall not be
included in the foregoing, In the event of the occurrence of any
such unavoidable delays, the time or times for performance of the
provisions of this agreement shall be extended for the period of
unavoidable delay, provided, however, that the CDC and the Joint
Venture in seeking the benefit of this provision shall, within
fifteen (15) days after becoming aware of ouch unavoidable delay,
give notice to the CRA in writing of the cause or causes of such
delay.
3. Default and Remedies. In the event that the CDC and/or
the Joint Venture shall fail to comply with any of the terms or
conditions hereof and ouch breach shall continue for a period of
thirty (30) days following receipt of written notice thereof from
the CRA, ouch breach shall then constitute an Event of Default
hereunder. Upon an Event of Default hereunder, at the sole
election and discretion of the CRA, either (i) the CRA may elect
that title to the Property, except only Units as have theretofore
been sold to Qualified Buyers, shall revert to the CRAG, such
reversion to be automatically and irrevocably effected by the
recording pf an affidavit executed by the CRA stating that an Event
4
omwcm 9 6 - 13
nr+ /r r I nnlnn i i nnr+ •n,r /#,n • I I ti /nn 7 1 A n I 7 I IkrnW1 7 nn' ArV 10 RhfW'T9AU IAIAU J
of Default has occurred under this Agreement and that the CRA is
exercising the reversionary rights herein set forth, or (ii) the
CRA may elect to enforce the terms and conditions of this Agreement
by any proceeding at law or in equity, including, without
limitation, an action seeking specific performance and/or recovery
of damages, in the event that CRA shall exercise the right of
reversion set forth in subsection (i), above, and the Property, at
the time of reversion of title to CRA, shall then incpde
substantially completed Units which have not yet been solcT to
Qualified Buyers (such substantially completed Units at the time of
reversion being herein referred to as the "Reverted Units °), then,
upon the sale of any Reverted Unit by the CRA, the CRA shall pay
the Joint Venture an amount equal to 50k of the proceeds of such
sale, net of all closing costs and expenses and other costs and
expenses incurred by the CRA in connection with the closing of such
Unit and the maintenance and operation of such Unit from and after
the date of reversion to the sale thereof. Failure by the CRA or
any successor'or assign to enforce the terms and conditions hereof
for any Period of time shall in no event be deemed a waiver or
estoppel of the right to enforce same, as hereinabove provided.
4. Construction of Agreement. This Agreement shall be
subject to and governed by the laws of the State of Florida, both
substantive and remedial.
5. Successors and Assi rMe. This Agreement shall be binding
on, and shall inure to the benefit of, the parties hereto and their
respective legal representatives, successors and assigns as herein
permitted.
6. Indemnification. The CDC and the Joint Venture hereby
indemnify and save the CRA and the City of Miami harmless from and
against any and all claims, liabilities, losses and causes of
action which may arise out of the activities and/or conduct of the
CDC and/or the Joint Venture in connection with the planning,
construction or development of the Project, or under this
Agreement, including all acts (or omissions to act) on the part of
the CDC or the Joint Venture, including those of any person acting
for or on their behalf, and from and against any orders, judgments,
or decrees which may be entered and from and against all costs,
attorneys' fees, expenses and liabilities incurred in the defense
of any such claims, or in the investigation thereof,
7, Independent Parties, No relationship, legal or
otherwise, shall be deemed to have been created by this Agreement,
including, without limitation, a partnership, joint venture,
employer/employee relationship or principal/agent relationship.
8. Notices. All notices -or other communications given,
pursuant to this agreement shall be in writing and shall be
delivered by personal service, certified mail, return receipt
requested or by recognized national courier service, addressed to
the party at the address indicated herein or as the same may be
S
OMM/CRA g 6 - 13
nn Mr, r 11(+7nn I I nrr, •n1I /tin I I n In • 71 A n I •7I INIAIA1I un I kw * nhivirinu 1Mnu J
changed from time to time. Such notice shall be deemed to be given
on the day on which it is personally served during the date of
actual receipt, whichever is earlier:
Notices to CDC and
.St. John Community Development
Joint Venture:
Corporation, Inc.
Lyric Village Housing, Inc.
C/o The Related Group
2828 Coral Way, Penthouse suite
Miami, Florida 33145
Attn., Jackson McDaniel, Vice
President
With a copy to:
Stearns, Weaver, at. al.
150 W. Flagler St.
Suite 2200
Miami, Florida 33130--1557
Attn: Briars McDonough, Esq.
Notices to CRAB
Southeast Overtown/Park 'West
Community Redevelopment Agency
of the City of Miami
300 Biscayne Blvd. Way
Suite 400
-
Miami, Florida 33131
Attn. Erdal Donmez, Development
Coordinator
With a copy to:
Holland & Knight
701 Brickell Avenue, #3000
Miami, Florida 33131
Attn: Robert H, Smith, Esq.
9. Genez 1 Con i ions.
a. Titles. Titles and paragraph headings are
convenient references and are not a part of this Agreement.
b. No Waiver. No waiver of any of the provisions of
this Agreement shall be deemed to, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party granting the waiver.
o. Partial Invalidity, In the event that any provision
of this Agreement is found to be not legal or enforceable, such
provisions shall be deemed modified to the extent necessary in
OMM/CRA 9 b - 13
nn inn . nn•nni rnnn •n ,. /in I 1 •n /I A no A •7I 1krnfO ITTA-M1 M "Minn All WANI.1
order to conform with such laws or if not modifiable to conform
with such laws, then the same shall be deemed severable, and in
either event, such unenforceability shall not prevent Enforcement
of any other provision of this Agreement.
10. puration. The terms and conditions hereof shall run with
and bind the property and shall inure to the benefit of and be
enforceable by the CAA and its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their respective officers the day and
year first hereinabove written.
Signed, sealed and delivered CRA;
in the presence of:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI
Name: ^� By:
Name-
Title. -
Name:
CDC;
ST, JOHN COMMUNITY DEVELOPMENT
CORPORATION, INC.
Name: By:
Name: '
Title:
Name:
Apw
7
ONM/CRA 9 6 _ 13
I I I + I— M nIti TfT T7 MT WAIT
The undersigned joins in and agrees to be bound by the terms
of the foregoing agreement joint venture:
LYRIC MLAGS JOINT VENTURE A.
By: Lyric Village Housing, Inc.
A&
By:
Name;
Title:
(CORPORATE SEAL)
By: St. John Community Development
corporation, Inc.
S
By-
Name. -
Title:
(CORPORATE SM)
nn /nn • nn-Inns Inns •n Ir /L /\ 11 ••n /nn-il n� nl �"11 III nI•I\
oMMiCRA g f - 13
•nn I'M M n\TTTrtn/\TT 11T/\TT.T
STATE OF )
as:
COUNTY OF j
The foregoing instrument was acknowledged before me this
day of , by , of SOUTHEAST
O'VERTOWN PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE c.TM OF
MIAMI, on behalf of said corporation. He is personally known tme
or has produced as identification and did take
an oath,
NOTARY PUBLIC
STATE OF
My Commission Expires: Print Name:
Commission No.:
STATE OF )
SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , by , of ST, JOHN
f COMMUNITY DEVELOPMENT CORPORATION, INC., on behalf of said
corporation. He is personally known to me or has produced
as identification and did take an oath.
i
I
j NOTARY PUBLIC
i
STATE OF
jMy Commission Expires: Print Name:
Commission No.:
MIA3-453815 de
27387.98
F�
OMNI/CRA 13