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HomeMy WebLinkAboutSEOPW-CRA-R-00-0056RESOLUTION NO. SEOPW/CRA R-00-56 A RESOLUTION I) APPROVING THE LETTER OF INTENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY ("CRA") AND CAMILLUS HOUSE, INC. (THE "LETTER OF INTENT"), WHICH LETTER OF INTENT IS ATTACHED AS EXHIBIT "A' HERETO AND MADE A PART HEREOF, II) AUTHORIZING THE CRA TO ENTER INTO A CONTRACT TO PURCHASE THE PROPERTY KNOWN AS CAMILLUS HOUSE (THE "PROPERTY') IN SUBSTANTIALLY THE FORM OF EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF, AT A PURCHASE PRICE EQUAL TO THE APPRAISED VALUE OF THE PROPERTY DETERMINED BY A MAI APPRAISAL PREPARED BY AN APPRAISER ON THE CITY OF MIAMI'S APPROVED LIST (THE "MAI APPRAISAL"), AT A COST NOT TO EXCEED $2,400,000.00, III) AUTHORIZING THE CRA TO CONDUCT DUE DILIGENCE INVESTIGATIONS OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, SURVEY, APPRAISAL, ENVIRONMENTAL AND OTHER TESTS AND STUDIES DEEMED NECESSARY BY THE DIRECTOR OF STRATEGIC PLANNING (THE "DUE DILIGENCE INVESTIGATIONS"), AT A COST NOT TO EXCEED $20,000.00, SUBJECT TO THE AVAILABILITY OF FUNDS, AND IV) AUTHORIZING THE CRA TO EXPEND UP TO $2,400,000.00 TO PURCHASE THE PROPERTY, SUBJECT TO THE AVAILABILITY OF FUNDS, UTILIZING UP TO $1,000,000.00 IN TIF FUNDS, AND UP TO $1,400,000.00 IN CDBG FUNDS. WHEREAS, the City of Miami approved and adopted the Southeast Overtown/Park West Community Redevelopment Plan pursuant to. Resolution Nos. 82-755 and 85-1247 (the "Redevelopment Plan"); and WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Redevelopment Area (the "Redevelopment Area") established pursuant to the Redevelopment Plan; and I ATTACHMENT "; WHEREAS, the CRA desires to i) enter into the Letter of Intent with Camillus House, Inc., ii) enter into a contract to purchase the Property, iii) conduct the Due Diligence Investigations, and iv) purchase the Property. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The CRA is hereby authorized to i) enter into the Letter of Intent with Camillus House, Inc., in the form of Exhibit A, ii) enter into a contract to purchase the Property, substantially in the form of Exhibit B, at a purchase price equal to the appraised value of the Property determined by the MAI Appraisal, at a cost not to exceed $2,400,000.00, iii) conduct the Due Diligence Investigations, at a cost not to exceed $20,000.00, subject to the availability of funds, and iv) expend up to $2,400,000.00 to purchase the Property, subject to the availability of funds, utilizing up to $1,000,000.00 in TIF funds, and up to $1,400,000.00 in CDBG funds. Section 3. The resolution shall be effective upon its adoption. PASSED AND ADOPTED on this 26th day of June, 2000. APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Legal Counsel MIA1 #946260 v3 E. Teele, Jr., Chairman gV1C"- 2 0 - E 1 / .. 01 June 7, 2QQ0 Mr. Dale A. Simpson Executive Director Camillus House, Inc. 336 N. W. Fifth Street Miami, Florida 33128 Re; Letter of Intent for Camillus House, Inc. property Dear Mr. Siinpson: The purpose of this letter is to s:t forth the basis on which the Southeast QvertownfPexk West Community Redevelopment Agency of the City of Miami (the "CR4") is prepared to purchase that portion of the Camillus House, Inc. property owned by Seller and to take assignment from Seller of a ground leais se (the "Ground. drto e Lease") for the balance of the property. This Fetter of Intent binding upon the parties but is intended to reflect a good faith intent of the parties to enter into a binding contractual agreement reflecting the terms and conditions set forth herein. The obligations of the parties are contingent upon the execution of the definitive agreement (the ".Contract"). 7 , PROPERTY: A. Fee Property. The property consists of Lots 1, 2 and 3 of Block 43 which are currently owned by Charity Unlimited of Florida., Inc• B. Ground Lease property: Lots 19 and 24 of Block eased is Seller currently owned by Dorothea R. Ritter, Trustee and 1 under the Ground Lease. 2. RMHASER: Southeast OvertownfPark West Community Redevelopment Agency of the City of Miami. SEQMCAA Ms. Dale A. Siiup:,;On June 7, 2000 page 2 g. SELLER: Charity unlimited of Florida, Inc. 45E PRICE: The Purchase Price shall be e based le by Seller 4. P-03 C o,-ned in imp le ]vLU appraisal of (i) the Fee Property, - by an and (ii) the leasehold interest under the Ground Lease, prepared r on the City of Miami approved list mutually salag-rrbd� be paid for _ and appraise The cost of the appraisal between the Seller and the Cam• r property exceeds by the CRA• In the event that the ap atedeto� rooeedt�tgthe transaction � - $2,400,000 the ORA Lett r of Inientot be �g P contemplated by the The Deposit shallbe- - � PQSYT; $10,000.00 upon ere h l f subjthe ec to the terms and eondidons 5, DE . held in escrow by Roll an d Jiug of the Contract. , PERIOD: Thirty -CPA days from the execution of the 6. INSPEcTIpN PERand all information in Seller's Contract. Seller, to furnish to the CRA any p in�ug without possession or control with - respect to the Pros ertoil tests, environmental limitation copies of ex�ep tonsland site plans ith five (5) days of the reports, appraisals, title execution of the Contract. - i , TITLE. The Cl�..�i shall have thirty (30) days from the execution of the _ . . st Contr act to obtain a title insurance commitment, at the CRA'asurable fee expense reflecting Seller to be vested in good marketab .. an title to the Fee Property and good marketable and insurable leasehold simpleursuant to the Ground Lease. estate in the Grow i-'eass Property p R.A- shall have thirty (30) days from the execution of the $' SURD. The Ca current survey of the Property certified to the CR-A and Contract to obtain ith the minim um technical standards for surveys in Seller in accordance w co ealed by the survey shall the -State of Florida. Any defects revconstitute title defects. - 9. CL OSING DATE: The Closing shall occur on or before forty-five (�� days from the execution of the Contract. BROKER: The Contract shall contain a representation and warranty that xo. there are no brokers, salesman or finders involved in the transaction. - 11. CLOSING EXF"ENSES: The Contract shall provide for prorations customary in Miami -Dade County, Florida. sB wICR& — adjustments and 'Ms. Dale A. Simpson June 7, 2000 Page 3 12. LEASE: At Closing, Seller and the CRA q-; jj enter into a triple net lease pursuant to which the CRC. shall lease the Prope i hlize the Property until of five (5) Fears to enable Seller to coilt�nue o Seller is able to relocate the Camillus House facilities to an alternative site. The lease will incOrP orate the following provisions: Po,,,tr�hase Option• In the event the Seller is unable to acquire an tionai alt.ernate site acceptable to Seller on terms and Closinns acceptable Seller may Seller within. two (2) Sears from the date of g elect, in its sole discretion, to repurchpse the Property for the same price paid by the CRA for the Property at Closg and t At class as g, was CRA shell the deliver title to Seller in the same 'vexed at the closing except for matters arising by, through t..`oyo . deli under Seller. The repuichase option must b 30) days after the exercise (2) year period with closing to occur thirty ( ) of the option. In the event that Seller elects tore rdinfees pwohase hin - property the,CRA shall. pay -all transfer taxes and ems• eriod of connection with the reconveyanceand agrees wo not to encumber the repurchase option the CRA covenants or transfer title to the Property. B. Term. The lease shall terminate upon the earlier to ��� five the date the Camillus House is fully relocated t location or (b) five (5) years from the date of Closing. C. ReJnt. Seller shall be responsible for all payments under the Ground Lease during Lease term. D. Technical Assistance. The Purchaser agrees o provide of SeUerconcepwith technical assistance and funding for the preparation tual design documents, schematic design p documents new facility to development documents with respect to the deaiga be developed for Camillus House in connectio�hwith their felloc n, which facility shall be designed to facilitate ability Camillus House to continue its Mission, as hereinafter defined .The C sh I provide Seller with an initial grant of $50,000 fort purpose. addition, the CRA will provide technical assistance to Seller in connection with the design documents. E. Grrants. The CRA agrees to assist the Seller in obtaining federal, state and local grants for the new facilities to be developed for the Camillus House and assist in raising donation3 from private sources. �pPW/ A'L. hale A. Siivpsou June 7, 2000 Page 4 The CR4, in concert with Seller, shall form a committee of community lenders to facilitate the fund raising activities for the relocation. 13. Uses of Sales proceeds. Seller agrees to utili2E 100%othen sa d amour derived from the sale of the Property and all interest accrued for the acquisition and construction of the new facility for CamilluS House. tatea 14, �'Lission. The Seller and the CRA ac�owledge and a�ee at it is theof the Camillus Purpose of this letter of intent to facilitate the relocation House to an alternative location to enhance the ability of Seller to carry on its mission (the "Mission") as currently performed on the Property R'ithin a secured walled in environment. d faith efforts 1�. Confidentiality. The Seiler and the C � IPtte of Inter s::ie theill- c tly confidential to keep the terms and conditions of this It is specifically understood and agreed that the Mayor rmSe oCity of S',on shall make the first public announcement of the contemplated by this Letter of Intent. If the foregoing terms and conditions are acceptable to you, we will have our da from counsel prepare the propo'3ed Contract.a his offa the er to the CRA Board for approval• the date hereof and present the terms o� t roy� of the terms of this - Obligation of Seller and Purchaser are subject the approval r offer by the CR.k Board and the Mayor of the City of Miami ar d s rsh t not execution of the definitive Contract between ihas�e h proper ytu�nder the terms and be deemed or construed as an off p conditions s,t forth herein unless a binding Contract is duly executed by the parties. This Letter Of Intent shall expire and be mull and void if a binding Contract is not executedby the parties on or before June 30, 2000. Please execute and return a copy of this letter confirming 9t e to and t forth will herein are acceptable to you on or before 5:00 p.m..on June , authorize our counsel to proceed. Very truly yours, Southeast OvertovrJpark West Community Redevelopment Agency of the ity of Miami Y: Arthur E. Teele, Jr. . SKOPW_ CPA 0 0 --1�k * - Or. his. Dale A. Simpson June 7, 2000 Page 5 C an f Robet�' -lar Director of Operations and Administration The foregoing is hereby approved and agreed to -. - - CamMus House, -Inc. By: - Charity Unlimited of Florida, Inc. By: bSIA2 #936483 77 SuOpw/cm o () — � 6 JUM 0 Wls. Dale A. Simpson June 7, 2000 Page 5 Chairman By: - Robert L. Tyler Director of Operations and Administration The foregoing is hereby approved and agreed to. CaMMU.6 House, Inc. C- By. Charity tjnjimitecl of Florida, Inc. By: MIX1 #S S8 483 v; X1 SMWICU 15 6 AGREEMENT THIS AGREEMENT is made and entered into this day of June, 2000, by and between CHARITY UNLIMITED OF FLORIDA, INC., a Florida not -for - profit corporation (the "Seller") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, a body corporate and politic of the State of Florida ("Purchaser"). WITNESSETH: For and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged by the parties hereto, the parties agree, covenant and contract as follows: ARTICLE I PROPERTY 1.1 The property to be sold, conveyed, assigned or otherwise transferred by Seller to Purchaser at closing (hereinafter collectively called the "Property") consists of the following: 1.1.1 all of that certain real property located in Miami -Dade County, Florida, as more particularly described on Exhibit "A" attached hereto and made a part hereof and all appurtenances belonging thereto, including any and all riparian rights, accretions, rights, privileges and easements in any way pertaining thereto, all right, title and interest of Seller in and to any adjoining sidewalk and in and to any adjoining streets or alleyways (collectively the "Land"). 1.1.2 The buildings and improvements located on the Land (the "Improvements"). 1.1.3 All Seller's right, title and interest in and to that certain Indenture (the "Ground Lease") between Susan C. Curry, as lessor and Shepson, Inc., as lessee, dated May 1, 1945, creating a leasehold estate (the "Leasehold Estate") with respect to Parcel 2 described on Exhibit "A." ARTICLE II DEPOSIT 2.1 Simultaneously with the execution of this Agreement, Purchaser shall deliver to Holland & Knight, LLP as escrow agent (the "Escrow Agent"), the sum of Ten Thousand Dollars ($10,000.00) (the "Deposit"). Upon receipt of Purchaser's tax identification number, Escrow Agent shall invest the Deposit in an interest -bearing account, certificate of deposit or repurchase agreement maintained with or issued by a commercial bank or savings and loan association doing business in SEOPW/CRA Miami -Dade County, Florida. All interest accrued or earned thereon shall be paid or credited to Purchaser except in the event of default of Purchaser, in which event the interest shall be disbursed to Seller, together with the Deposit as liquidated damages. ARTICLE III PURCHASE PRICE 3.1 The purchase price ("Purchase Price") for the Property shall be an amount equal to the appraised value (the "Appraised Value") of fee simple title to Parcel 1 and the Leasehold Estate in Parcel 2, as determined by John Blazejack & Associates, a MAI appraisal (the "Appraisal") to be performed by John Blazejack & Associates, an appraiser on the City of Miami approved list, subject to adjustment and prorations as hereinafter provided. The Purchase Price shall be paid to Seller as follows: 10,000.00 being the Deposit, which sum shall be paid to Seller at Closing. Appraised Value, Less the Deposit approximately, in cash, subject to prorations and adjustments, as hereinafter provided, to be paid by cashier's check or by wire transfer of federal funds on the Closing Date, as hereinafter defined. 3.2 In the event that the Appraised Value of the Property exceeds $2,400,000.00, Purchaser, in its sole election, may terminate this Agreement within ten (10) days of receipt of the Appraisal and the Deposit shall be returned to Purchaser and the parties released from any further obligations under this Agreement except for those obligations under Sections 5.1 and 5.2. ARTICLE IV TITLE 4.1 Purchaser shall have thirty (30) days following the Effective Date to obtain a title commitment (the "Title Commitment") from Chicago Title Insurance, Lawyers Title Insurance Company or Commonwealth Land Title Insurance Company (the "Title Company"). The Title Commitment will show Seller to be vested in good, marketable and insurable fee simple title to Parcel 1 and good, marketable and insurable title to the Leasehold Estate, free and clear of all liens and encumbrances, except for the following: (i) Ad valorem real estate taxes for 2000 and subsequent years. ,0OP` IC RA, U C — 0 �O (ii) All applicable zoning ordinances and regulations. (iii) `Tatters set forth on Exhibit "B" attached hereto and made a part hereof. (Items i, ii and iii are hereafter collectively referred to as the "Permitted Exceptions"). 4.2 Purchaser shall have thirty (30) days from the receipt of the Title Commitment to review same and specifically object in writing to any particular revealed by the Title Commitment, inother than the condition of title or exceptionwrit to any Permitted Exceptions. If Purchaser fails to specificallyobject Title commitment within particular condition of title or exception set forth in the ed waived and such condition of said thirty (30) day period, then same shall be deem title or exception shall be deemed to constitute a Permitted Exception. y title defects raised btion. S ller shall or utilize its best efforts to eliminate by payment or bonding, or otherwise before the Closing Date. Seller shall remove capale of any judgment, mechanic's lien or lis pendens against notP beyobligated to removal by the payment of money or bonding. Seller shall institute any lawsuit to cure any title objection(s). In the event Seler is unable to deficiencies prior to the modify such unacceptable exceptions or to cure such Closing Date, then Purchaser shall elect on the Closing Datetoei geth cancelwittall Agreement, in which event Epurch Purchaser,crow Agent Purchaser and Seller shall be released interest accrued thereon tong from any further obligations under this Agreement except those obligawaivetio s ar t on under Sections 5.1 and 5.2 of this Agreement, or PurchaserY to the condition of title and close hereunder without reduction of the Purchase Price. 4.3 Within the time specified in Section 4.2 for the review of the tle Commitment, Purchaser may cause an accurate survey of the Land to be made, at Purchaser's sole cost and expense, by a surveyor licensed in the State of Florida. If the survey shows any encroachments, gaps, gores, easements, rights -of -way or any other type of encumbrance or impediment not authorized by this Agreement other than the Permitted Exceptions, Purchaser shall giv e written notice of such defect to Seller, together with a copy of the survey, on or beforeday for raising be governed in objections to title under Section 4.2 in which event said defect shall the same manner and timeframe as objections to title areoblig ations cations with in Section if the defect 4.2 and the parties shall have the same rights, privileges and g was an objection to title as specified in Section 4.2 of this any The survey must eement. The survey shall be certified to the Purchaser, Seller and the Title Company. further be certified to comply with the Minimum Technical Standards for Land Surveying in Florida set forth by the Florida Board of Land Surveyors pursuant to Florida Statutes Section 472.027. The survey shall certify the urchasquare e footage ooce shall Parcel 1 and Parcel 2 to the nearest thousands Parcel as reflected in the survey and be adjusted based upon the square footage Appraisal. The the Appraised Value per square foot of Parcel 1 as reflected in the ICRA Purchase Price for the Leasehold Estate shall be adjusted based upon the square footage of Parcel 2 as reflected in the survey and the Appraised Value of Parcel 2 as reflected in the Appraisal. ARTICLE V STATUS OF PROPERTY 5.1 Seller grants to Purchaser and its agents, as well as contractors employed by or hired by Purchaser, during the Investigation Period, as hereinafter defined, the right to enter the Property during normal business deemshours to do and necessary or perform such reasonable acts and things as Purchaser appropriate, to make soil tests, borings, engineering studies, environmental tests, surveys and like tests and studies of the Property. In making any inspection of the Property, Purchaser will and will cause any representative of Purchaser to use discretion so as not to disturb tenants under their Leases. Purchaser will not contact tenants under the Leases, unless prior written approval is obtained from Sellers which approval will not be unreasonablyw ert h caused Purchaser Purchasers its to repair or restore promptly any damage to the Prop y c agents and contractors and restore same to its original condition. Purchaser agrees to pay for all such work, labor and services that shall be performed and to obtain waivers of lien or paid bills therefore and shall indemnify and hold Seller harmless from any claims of any such persons. 5.2 Purchaser agrees to indemnify and hold Seller harmless from any and all loss, claim, demand, action and liability which may arise against contractors hie Property by virtue of any actions by Purchaser o agents connection with conducting inspections of the Property. This indemnification and hold harmless shall include reasonable attorneys fees and court costs through all trial and appellate levels which the Seller may incur in defending itself or the Property against any such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. T his indemnification and hold harmless provision shall survive the closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in force and effect until any and all such claims, losses, actions, demands and liabilities against the Seller or the Property have been satisfied in full. 5.3 Purchaser shall have thirty (30) days from the Effective Date of this Agreement (the "Investigation Period') to do such investigations and tests of the Property as authorized in Section 5.1 of this Agreement and to investigate all other matters pertaining to the Property including without limitation land use restrictions, zoning, site plan requirements, development rights, utility availability, water and sewer availability, the environmental condition of the Property and any other matters with respect to the Property to determine whether e the event he Property rchaser's sole discretion. t Purchaser is not satisfied with the con is acceptable to Purchaser, in dition of the Property o any other matters with respect 0 SWPWICRX A to the Property, in Purchaser's sole discretion, on or prior to the expiration of the Investigation Period, Purchaser shall have the option of either: (i) waiving the condition and Closing in accordance with the terms of this Agreement without reduction in the Purchase Price, or (ii) canceling this Agreement by written notice to Seller given on or prior to the end of the Investigation Period, in which event the Escrow Agent shall return the Deposit, together with the interest accrued thereon, to Purchaser, whereupon the parties shall be released from any further obligations under this Agreement except for those obligations contained in Section 5.1 and 5.2. 5.4 Upon the expiration of the Investigation Period, Purchaser shall be deemed to have accepted the Property in its present condition and shall be deemed to represent to Seller that it has concluded whatever studies, tests and investigations Purchaser desires relating to the Property and the sale shall proceed on an "all cash" basis in an "AS IS" condition except as hereafter expressly provided in this Agreement. . 5.5 Within five (5) business days after the Effective Date of this Agreement, Seller shall make available to Purchaser for its review or provide Purchaser with copies of all surveys, site plans, test studies, reports, and Lease files which are in Seller's possession or control concerning the Property, including without limitation, all development agreements, water and sewer agreements, plans and specifications, and appraisals with respect to the Property. In addition, Seller shall also provide Purchaser with copies of any environmental assessment reports in Seller's possession or control without representation or warranty as to its accuracy. If for any reason the transaction is terminated, Purchaser shall immediately redeliver all such materials to Seller. 5.6 Prior to the end of the Investigation Period, Seller shall utilize its best efforts to obtain anestoppel letter from the landlord under Ground Lease in the � form of Exhibit C" attached hereto (the "Estoppel Letter") and provide same to Purchaser prior to the end of the Investigation Period. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 6.1 In order to induce Purchaser to purchase the Property, and to close pursuant to this Agreement, Seller represents, warrants and covenants to Purchaser that: 6.1.1 Seller is a corporation duly organized and in good standing and is under the laws of the State of Florida. Seller has full power and authority to enter into this Agreement and otherwise perform all obligations of Seller under this Agreement in accordance with its terms, and all corporate action necessary to authorize the execution and fulfillment of this Agreement by Seller has been taken. _ pp!yv/CM K 6.1.2 This Agreement, when executed and delivered, will be a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. 6.1.3 Seller is not the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, nor is Seller now the subject of pending, threatened or contemplated bankruptcy proceeding hereof. which might affect its ability to sell the Property according to the terms 6.1.4 Seller is in exclusive possession ontrats ar� arrangements, licenperty and Seller ses, as not entered into any leases, contracts, sub service concessions, or other agreements, includinemployment o h0ut limitation, ei her arrangements, management agreements and ptyment agreements recorded or unrecorded, written or oral, affecting the possession of the Property or any portion thereof or the use, operation or maintenance hereof and Seller covenants and agrees not to enter i y such agreements. 6.1.5 There are no (i) pending improvement liens made by an governmental authority with respect. to the Property; or (ii) pending or threatened lawsuits or appeals of prior lawsuits with respect to the Property. 6.1.6 To the best of Seller's knowledge, no fact or condition exists which would result in the termination or impairment of access to hone e Property or the discontinuation of sewer, water, electric, g telephone other utilities or services to the Property. 6.1.7 Seller shall not commit or knowingly permit any waste of or to the Property; and shall maintain the existing insurance coverage until Closing. 6.1.8 Seller is vested with good and marketable fee simple toitle to theto Parcel and good and marketable titleo the Leasehold Estate, subject the Permitted Exceptions. 6.1.9 Seller shall be responsible for and shall pay prior to Closing all amounts owed for labor, materials supplied, services rendered and/or any other bills or amounts incurred by Seller with respect to Seller's ownership and/or operation of the Property prior to Closing. 6.1.10 Prior to Closing, no portion ve f thePotherwise tra sferred roperty or any interest therein shall be alienated, encumbered, con yed o 6.1.11 Seller shall prior to Closing fully comply with all laws, rules, regulations, and ordinances of all governmental authorities having jurisdiction over the Property, which are applicable to the Property. SEOgW/cam " 6.1.12 To the best of Seller's knowledge, the Property is in compliance in all material respects- with the following (herein collective called the "Environmental Laws"): the Resource Conservation and Recovery Act of 1976 ("RCRN'), 41 U.S.C. § 6901, et seq., as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986 ("CERCLA"), 42 U.S.C. § 9601 et sect., and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous substance. Seller has not received notice of any liens on the Property created, permitted or imposed by any Environmental Laws. Seller has not received notice of or is aware of any actual, asserted or threatened, liability or obligation of the Seller, related to the Property, under any Environmental Laws. Except as reflected in the Environmental Reports, no toxic or hazardous substance, including without limitation, asbestos and the group of organic compounds known as polychlorinated biphenyls has been generated, treated, stored, or disposed of, or otherwise deposited in or located on, or released on or to the Property, including, without limitation, the surface and subsurface waters of the Property by Seller, or to the best of Seller's knowledge, by any other party. Except as reflected in the Environmental Reports, neither Seller, nor, to the best of Seller's knowledge, any other party has engaged in any activity on the Property which has caused (A) the Property to be a hazardous waste treatment, storage or disposal facility within the meaning of or otherwise bring such Property within the ambit of the RCRA, as amended, or any similar state law or local ordinance or other Environmental Law, or (B) the discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which require a permit under the Federal Water Pollution Act, 33 U.S.C. § 1251, et seq., or the Clean Air Act, 42 U.S.C. § 7401, et seq., or any similar state law or local ordinance or any other Environmental Law, and (iii) Except as reflected in the Environmental Reports, to the best of Seller's knowledge, no underground storage tank is located on or under the Property. As used in this subpart (o), the terms "hazardous substance", and "release", shall have the meanings specified in CERCLA and "solid waste" and "disposal" (or "disposed") shall have the meanings specified in RCRA provided, in the event any Environmental Law is amended during the term of this Agreement so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment, and provided further, to the extent that the laws of the State of Florida establish a meaning for such terms which is broader than that specified in this subsection, such broader meaning shall apply. 6.1.13 No portion of the Property is being acquired by any government authority in the exercise of its power to condemn or to acquire through eminent domain or private purchase in lieu thereof nor, to the best of SBO C� 7 v Seller's knowledge, are any of these proceedings or actions threatened or imminent. 6.1.14 There are no actions, suits or proceedings, existing, pending or, to the best of Seller's knowledge, threatened against, or by Seller in any court or before any government agency relating to the Property, the ownership of the Property, or Seller's ability to convey the Property. 6.1.15 Seller will utilize 100% of the net proceeds derived from the sale of the Property and all interest accrued on said amount for the acquisition and construction of a new facility for Camillus House, which is currently being operated at the Property. The covenant shall survive Closing. Seller represents and warrants that a true and correct copy of the Ground Lease and all amendments thereto is attached hereto as Exhibit "D," and that the Ground Lease is in good standing and has not been modified or amended. ARTICLE VII REPRESENTATIONS AND WARRANTIES OF PURCHASER 7.1 In order to induce. Seller to sell the Property, and to close pursuant to this Agreement, Purchaser hereby represents, warrants and covenants to Seller, that: 7.1.1 Purchaser has full power and authority to enter into this Agreement and otherwise perform all obligations of Purchaser under this Agreement in accordance with its terms, and all action necessary to authorize the execution and fulfillment of this Agreement by Purchaser has been taken. 7.1.2 This Agreement, when executed and delivered, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms. 7.1.3 Purchaser is not the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, nor is Purchaser now the subject of pending, threatened or contemplated bankruptcy proceeding which might affect its ability to purchase the Property according to the terms hereof. 7.1.4 After Closing, the Purchaser will provide Seller with technical assistance and funding for the preparation of conceptual design documents, schematic design documents and design development documents with respect to the design of a new facility to be developed for Camillus House in connection with their relocation, which facility shall be designed to facilitate the ability of Camillus House to continue its Mission, as hereinafter defined. After Closing, the Purchaser will provide Seller with an initial grant of $50,000 for this purpose. In addition, the Purchaser will provide technical 0 SEOPWIC" s assistance to Seller in connection with the design documents. This covenants contained in this Section 7.1.4 shall survive Closing. 7.1.5 After Closing, the Purchaser will assist the Seller in obtaining federal, state and local grants for the new facilities to be developed for the Camillus House and assist in raising donations from private sources. After Closing, the Purchaser, in concert with Seller, shall form a committee of community lenders to facilitate the fund raising activities for the relocation. The covenants contained in this Section 7.1.5 shall survive Closing. ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING 8.1 Unless waived by Purchaser in writing, the obligation of Purchaser to close is conditional upon satisfaction of the following conditions by the Closing Date: 8.1.1 All representations and warranties of Seller shall remain true and correct as of Closing. 8.1.2 Seller shall have performed (or tendered performance of) all material covenants, obligations, terms and provisions of this Agreement to be performed by Seller. 8.2 In the event any of the foregoing conditions precedent to closing are not satisfied by the Closing Date, then in such event Purchaser shall have the option of (i) waiving the condition and closing in accordance with the other terms and provisions of this Agreement without reduction to the Purchase Price, or (ii) canceling this Agreement in which event the Escrow Agent shall return the Deposit, together with interest accrued thereon to Purchaser and the parties shall be released from any further obligations under this Agreement except for the obligations under Sections 5.1 and 5.2 of this Agreement. ARTICLE IX CLOSING 9.1The closing shall be at 10:00 A.M. Eastern Standard time forty-five (45) days from the end of the Investigation Period (the "Closing Date"), time being of the essence, at the offices of Holland & Knight, LLP, 701 Brickell Avenue, Suite 3000, Miami, Florida 331311 or at such other place as the parties may mutually determine. 9.2 Seller, at Seller's expense, shall deliver to Purchaser at closing: SEOPW,eRA ()— 9.2.1 A warranty deed, in recordable form, conveying Parcel 1 subject only to the Permitted Exceptions and such other exceptions waived by Purchaser. 9.2.2 An assignment of all of Seller's right, title and interest in the Ground Lease, in recordable form, which assignment shall include the written consent of the Ground Lessor. 9.2.3 Lease agreement in the form of Exhibit "E" attached hereto. 9.2.4 A mechanic's lien, possession and gap affidavit and any other such affidavits and documents as may be reasonably required by Purchaser's title insurance company. 9.2.5 An assignment of general intangibles with respect to the Property. _ 9.2.6 A certificate of non -foreign status, pursuant to Section 1455 of the Internal Revenue Code. 9.2.7 An Estoppel letter regarding the Ground Lease in the form of Exhibit "_" 9.2.8 A Memorandum of Lease in the form of Exhibit "F" attached hereto and made a part hereof. 9.2.9 Any additional documents required by Purchaser's title insurance company to consummate this transaction. 9.3 Purchaser, at Purchaser's expense, shall deliver to Seller or cause to be delivered to Seller at closing: 9.3.1 The amount due Seller on closing under Article III in cash, by certified or cashier's bank check or by wire transfer of federal funds, subject to adjustments and prorations required under this Agreement. 9.3.2 An assumption of the obligations under the Ground Lease. 9.3.3 Any additional documents required by Purchaser's title insurance company to consummate this transaction. 9.3.4 Lease agreement in the form and substance as attached Exhibit "E." 9.3.5 Memorandum of Lease in the form of Exhibit "F" attached hereto. Mil 011- 9.4 The following items shall be prorated and adjusted as of Midnight of the day prior to the Closing Date or as otherwise provide herein: 9.4.1 General real estate taxes for the then current year relating to the Property shall be prorated as of the Closing Date with due allowance for the maximum discount allowed by law. If the Closing shall occur before the . tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property. At the request of either party, the parties shall reprorate the taxes based upon the actual tax bill within thirty (30) days of written demand. This provision shall survive the Closing. 9.4.2 Certified liens for governmental improvements as of the Closing Date, if any, shall be paid in full by Seller and pending liens for governmental improvements as of the Closing Date shall be assumed by Purchaser. "Certified" for this purpose shall be deemed to mean that the improvement has been substantially completed as of the Closing Date. 9.4.3 Seller shall pay the State Documentary Stamps and Surtax which is required to be affixed to the Warranty Deed and the cost to record an-,- corrective documents. The cost of recording the Warranty Deed, and the title insurance premium shall be paid by Purchaser. Each party shall bear the cost of the fees of their own respective attorneys and other professionals - and the cost of their own respective performance under this Agreement. 9.4.4 All insurance policies with respect to the Property shall be cancelled on the Closing Date and not prorated. 9.4.5 All licenses and permit fees, costs and revenues and other proratable items shall be prorated as of Midnight of the day preceding the Closing Date. Seller shall be entitled to the return of all utility deposits and other deposits with respect to the Property. Telephone, electric, gas, water charges and sewer charges shall not be adjusted. Seller shall make arrangements for final bills to be obtained from the applicable utility companies involved as of the Closing Date and Seller shall be responsible for all such bills. Purchaser shall be responsible for making arrangements will all applicable utilities in connection with providing telephone, electric, gas, water and sewer services from and after the Closing, including without limitation paying all necessary deposits. Seller and Purchaser shall coordinate their actions under this paragraph so that services provided to tenants are not disrupted. 9.4.6 All current rents and other charges under the Ground Lease shall be prorated as of the Closing Date. 0- sF'Opw/ �VO ARTICLE X CONDEMNATION FIRE OR OTHER CASUALTY 10.1 Seller agrees to give Purchaser prompt notice of any actual or threatened condemnation or casualty of all or part of the Property, or any appurtenance thereto, or of any actual, proposed or threatened modification or termination of the current access to or from the Property. 10.2 If prior to the Closing there shall occur (i) the taking by condemnation of all or such portion of the Property Purchaser shall have no right to terminate this Agreement and the Closing shall take place as herein provided without abatement of the Purchase Price, and there shall be assigned to Purchaser at the Closing all of Seller's interest in any condemnation awards which may be payable to Seller on account of any such condemnation and Purchaser shall receive a credit at Closing in an amount equal to any such condemnation awards paid to Seller prior to Closing. 10.3 If prior to the Closing there shall occur the taking by condemnation of a portion of the premises which does not interfere with Purchaser's ability to develop the Property; then, and in such event, Purchaser shall have no right to terminate this Agreement, but there shall be* assigned to Purchaser at the Closing all interest in any condemnation awards which may be payable to Seller on account of any such condemnation, and Purchaser shall receive a credit at Closing in an amount equal to any such condemnation awards paid to Seller prior to Closing. 10.4 If prior to the Closing there shall occur (i) damage to the Property caused by fire or other casualty; then and in such event, Purchaser shall have no right to terminate this Agreement, but there shall be assigned to Purchaser at the Closing all interest in any insurance proceeds which may be payable to Seller on account of any such fire casualty and Purchaser shall receive a credit at Closing in an amount equal to any such insurance proceeds paid to Seller prior to Closing and not expended in repair or replacement of the Property together with a credit in the amount of the deductible under such policies of insurance. ARTICLE XI STATUS OF THE PROPERTY 11.1 Between the Effective Date and the Closing Date Seller shall maintain the Property in the same manner as currently maintained. ARTICLE XII DUTIES OF ESCROW AGENT The Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth: SEOPWICREW AN)— 1; ('� 12.1 If the Closing takes place under this Agreement, the Escrow Agent shall deliver the Deposit thereon to Seller. 12.2 Subject to the provisions of Section 13.4 below, if the Agreement is terminated in accordance with the terms hereof or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, the Escrow Agent shall deliver the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. 12.3 It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The Seller and Purchaser each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. 12.4 The Escrow Agent is acting as stakeholder only with respect -to the Deposit and the cash to close. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit or the cash to close or as to whom the Deposit or cash to close is to be delivered, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same until receipt by it of an authorization in writing, signed by all parties having interest in such dispute, directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall hold the Deposit and/or the cash to close until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of the Closing date and diligently continued, the Escrow Agent shall bring an appropriate action or proceeding to interplead the Deposit. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Deposit and/or the cash to close. Upon making delivery of the Deposit and/or the cash to close, the Escrow Agent shall have no further liability. Seller acknowledges that the Escrow Agent is counsel to Purchaser and can represent Seller hereunder in the event of any dispute hereunder, concerning the Deposit and/or the cash to close or otherwise, and Purchaser waives any right to object to same. ARTICLE XIII DEFAULT 13.1 If Purchaser, in breach of provisions of this Agreement, fails to conclude the transaction described herein, or otherwise fails to comply with any of the requirements on the part of the Purchaser to be performed hereunder, and Seller is capable of performing hereunder, Seller may retain the Deposit, together with all accrued interest, as agreed upon and as liquidated damages as the result of SEOPW/cu 13 such breach by the Purchaser, whereupon the parties shall be released and relieved of all other and further obligations or liabilities hereunder except for the liabilities under Sections 5.1 and 5.2. It is agreed by the parties that such amount being paid to Seller is a fair and reasonable measure of the damages which will be suffered by Seller in the event of such default, the parties recognizing that Seller will, in such event, have relinquished potential offers from other parties to purchase the property, the parties recognizing that such occurrences cannot be subject to the ascertainment of any exact amount of damages. Said liquidated and agreed upon damages are, however, bona fide provisions for such and are not a penalty. 13.2 If Seller defaults in the performance of its obligations under this Agreement, Purchaser may elect to receive the return of the Deposit, together with interest accrued thereon, or, in the alternative, seek specific performance of this Agreement as Purchaser's sole remedy at law or in equity, in either of which events, Purchaser shall be deemed to have waived any action for damages against Seller for any default by Seller hereunder. Purchaser, at Purchaser's option and in Purchaser's sole discretion, may waive any default by Seller and close pursuant to this Agreement. ARTICLE XIV MISCELLkNNEOUS 14.1 Notices. All notices, consents, approvals, waivers and elections _which any party shall be required or shall desire to make or give under this Agreement shall be in writing and shall be sufficiently made or given only when hand delivered, telecopied, or mailed by certified mail, return receipt requested, with proper postage affixed, addressed: As to Seller: Charity Unlimited of Florida, Inc. 336 N.W. 5ta Street Miami, Florida 33131 Attention: Dale A. Simpson Fax: 305-372-1402 With copy to: J. Patrick Fitzgerald, PA: 110 Merrick Way, Suite 3-B Coral Gables, Florida 33134 Attention: J. Patrick Fitzgerald, Esq. Fax: 305-443-6613 1A As to Purchaser: Community Redevelopment Agency '300 Biscayne Blvd., Suite 430 Miami, Florida 33131 Attn: Richard A. Judy, Esq. Fax: 305-372-4646 with copy to: Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 Attn: William R. Bloom, Esq. Fax: (305) 789-7613 As Escrow Agent: Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 Attn: William R. Bloom, Esq. Fax: (305) 789-7613 or to such other address as any party hereto shall designate by like notice given to the other parties hereto. Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been given and received when hand delivered, upon receipt of the telecopy or on the date of receipt or. date delivery is refused if mailed by certified mail, return receipt requested. 14.2 The validity of this Agreement and all of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and construed to and in accordance with the laws of the State of Florida. Proper venue for any litigation involving this Agreement shall be in Miami -Dade County, Florida. 14.3 Time is of the essence with respect to all matters contained herein. 14.4 Except as expressly stated in this Agreement to the contrary, any and all covenants, warranties and representations made in this Agreement and all of the terms and provisions contained in this Agreement shall survive the Closing and delivery and recording of the warranty deed hereunder. 14.5 The parties hereto agree to execute any and all further instruments and documents and take all such action as may be reasonably required by either party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein. 14.6 If any party shall institute legal proceedings against any other party based upon a cause of action arising out of this Agreement, the non -prevailing party in such proceedings shall pay the costs and expenses incurred by the prevailing party in such proceedings, including reasonable attorneys' fees and including any and all costs and fees incurred on appeal of any lower court decision SBOPW/C" 00- C 1 1%"..- 14.901, 14.7 This Agreement constitutes the entire agreement of the parties and the same may not be amended or modified orally. All understandings and agreements heretofore had between the parties are merged in this Agreement which alone fully and completely expresses their understanding. 14.8 Wherever used, the singular number shall include the plural and the plural the singular and the use of any gender shall include the others. 14.9 Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 14.10 In the event that any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, said provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 14.11 The effective date of this Agreement shall be the date when the last of the Seller and Purchaser shall have executed this Agreement, which date appears next to their signature (the "Effective Date"). 14.12 This Agreement may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties are concerned but together said counterparts shall comprise only one Agreement. 14.13 If this Agreement is not executed by Purchaser and Seller on or before 5:00 p.m. on June _, 2000, then the offer contained herein shall lapse and be null and void and Escrow Agent shall return the Deposit to Purchaser. 14.14 All terms, covenants and conditions contained herein are and shall be binding upon in and or to the benefit of the respective parties hereto and those successors and assigns. 14.15 Purchaser and Seller each represent and warrant to the other that no real estate broker, salesman or finder is involved in this transaction. If a claim for brokerage 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 hereto (the said party being called the "Indemnitor"), said Indemnitor shall indemnify, defend and hold the other party hereunder, such other party's, officers, directors, agents and representatives (collectively, the "Indemnitees"), harmless from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys' fees and court costs) with respect to said claim for brokerage. This, provision shall survive the termination of this Agreement. A C1 SEOPWIC A 16 "e",,, f•` ♦r 14.16 Purchaser may assign this Agreement without the express consent of Seller. 14.17 Seller and Purchaser acknowledge that the terms and provisions of this Agreement are confidential and the parties agree to use their best efforts not to disseminate the terms and provisions of this Agreement to any third parties. This provision shall not be deemed or construed to prevent Purchaser from disclosing the terms and provisions of this Agreement to any third party providing financing to Purchaser or to any of Purchaser's consultants, partners or investors. 14.18 PURCHASER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHTS. THAT THEY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BROUGHT BY ANY PARTY BASED UPON, OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENTS EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF PURCHASER OR SELLER ARISING IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A ..MATERIAL INDUCEMENT FOR SELLER AND PURCHASER ENTERING INTO THIS AGREEMENT. r IN WITNESS WHEREOF, the parties have set their hands and respective " seals to be attached hereto on the day and year first above written. Signed, sealed and delivered SELLER: in the presence of: MU1 #946577 v4 CHARITY UNLIMITED OF FLORIDA, a Florida not -for -profit corporation By: _ Name: Its: Date Executed: PURCHASER: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF MIAMI, a body corporate and public of the State of Florida By: _ Name: Its: Date Executed: 2 SEOFW/C" e' ,- RECEIPT The undersigned Escrow Agent hereby acknowledges receipt of check in the amount of Ten Thousand and No/100 Dollars ($10,000.00) to be held as the Deposit pursuant to the foregoing Agreement. Date Executed: MIA1 #946577 v4 ESCROW AGENT: HOLLAND & KNIGHT LLP 1a SEOPW/C". O 0 - Exhibit "A' DESCRIPTION: Parcel 1 Lots 1, 2 and 3, Block 43, CITY OF MIAMI, NORTH, according to the Plat thereof as recorded in Plat Book B at Page 41 of the Public Records of Miami, Dade County, Florida. Parcel 2 Lots 19 and 20 of Block 43, CITY OF MIAMI, NORTH, according to the Plat thereof, as recorded in Plat Book B at Page 41 of the Public Records of Miami -Dade County, Florida. MIA1 #946577 v4 gEopw/cam► ( - bIIAl #946577 v4 .-- Exhibit `B" PERMITTED EXCEPTIONS None cm SEOPW/cam ' s _ r-,_ 9= A o - r� A WOPWICRA- u co b CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Chairman Teele and Honorable Members of the CRA Board FROM: Robert L. Tyler 19LT Dir. Of Op., Admin. & Dev. DATE : June 16, 2000 SUBJECT: Camillus House REFERENCES: ENCLOSURES: Resolution FILE: RECOMMENDATION It is respectfully requested that the Board adopt the attached resolution authorizing the CRA to (i) approve the letter of intent between the CRA and Camillus House Inc.and (ii) to enter into a contract to purchase Camilllus House at a cost not to exceed $2.4 million, and (iii) authorizing the CRA to conduct due diligence investigations of the property, including without limitation, survey, appraisal, environmental and other tests and studies deemed necessary by the Director of Strategic Planning, at a cost not to exceed $20,000. BACKGROUND Resolution (i) approving the letter of intent between the CRA and Camillus House Inc. (ii) authorizing the CRA to enter into a contract to purchase Camilllus House, and (iii) authorizing the CRA to conduct due diligence investigations of the property, including without limitation, survey, appraisal, environmental and other tests and studies deemed necessary by the Director of Strategic Planning, at a cost not to exceed $20,000. This resolution approves the letter of intent, authorized by the Board by resolution dated March 13, 2000, for the CRA to purchase the interest of the Camillus House Inc. property owned or leased within block 38 of the Parkwest area of the CRA. The survey, appraisal and environment test are either completed or underway. The acquisition will be accomplished using TIF and CDBG Funds. Funding Source: CDBG & SEOPW TIF Account Numbers: 689005.055012.4.750 689005.055012.4.754 S C�'W!CRA 3 FORM 8B MEM RANDUM OF VOTIW3s� CONFLICT FOR COUNTY, MUNICIPAL, AND OTHER LOCAL PUBLIC OFFICERS LAST NAME- FIRST NAME -MIDDLE NAME NAME OF BOARD. COUNCIL, COMMISSIO%. AUTHORITY. OR COMMITTEE WU."4 , Qd.. J_U I c R A MAILING ADDRESS n/ U U 13500 z6-tye, CITY COUNTY DATE ON WHICH VOTE OCCURRED (,- Z 4.- -,00 U THE BOARD, COUNCIL, COMMISSION, AUTHORITIOR COMMITTEE ON WHICH 1 SERVE IS A UNIT OF. O COUNTY 17 OTHER LOCAL AGENCY NAME OF POLITICAL SUBDIVISION MY POSITION IS. WHO MUST FILE FORM &B ✓"A a-C. ELECnVE O APPOINTIVE This form is for use by any person serving at the county, city, or other local level of government on an appointed or elected board, council, commission, authority, or committee. It applies equally to members of advisory and non -advisory bodies who are presented with a voting conflict of interest under Section 112.3143, Florida Statutes. Your responsibilities under the law when faced with a measure in which you have a conflict of interest will vary greatly depending on whether you hold an elective or appointive position. For this reason, please pay close attention to the instructions on this form before completing the reverse side and filing the form. INSTRUCTIONS FOR COMPLIANCE WITH SECTION 112.3143, FLORIDA STATUTES A person holding elective or appointive county, municipal, or other local public office MUST ABSTAIN from voting on a measure which inures to his special private gain. Each elected or appointed local officer also is prohibited from knowingly voting on a measure which inures to the special gain of a principal (other than a government agency4 by whom ,be is retained (including the parent organization or subsidiary of a corporate principal by which he is retained); to the special private gain of a relative; or to the special private gain of a business associate. Commissioners of community redevelopment agencies under Sec. 163.356 or 163.357, F.S., and officers of independent special tax districts elected on a one -acre, one -vote basis art not prohibited from voting in that capacity. For purposes of this law, a "relative" includes only the officer's father, mother, son, daughter, husband, wife, father-in-law, mother-in- law, son -in -taw, and daughter-in-law. A "business associate" means any person or entity engaged in or carrying on a business enterprise with the officer as a partner, joint venturer, coowner of property, or corporate shareholder (where the shares of the corporation are not listed on any national or regional stock exchange). ELECTED OFFICERS: In addition to abstaining from voting in the situations described above, you must disclose the conflict: PRIOR TO THE VOTE BEING TAKEN by publicly stating to the assembly the nature of your interest in the measure on which you are abstaining from voting; and WITHIN 15 DAYS AFTER THE VOTE OCCURS by completing and filing this form with the person responsible for recording the minutes of the meeting, who should incorporate the form in the minutes. APPOIN?ED OFFICERS: Although you must abstain from voting in the situations described above, you otherwise may participate5h these rAtters However, you must disclose the nature of the conflict before making any attempt to influence the decision, whe r ©rally in writing and whether made by you or at your direction. c. 1F YOU INTEND TO MAKE ANY ATTEMPT TO INFLUENCE THE DECISION PRIOR TO ME1 T,,ING.'A WHICH THE VOTE WLL BE TAKEN: • You must complete and file this form (before making any attempt to influence the decision) *idy the "on responsible for recording the minutes of the meeting, who will incorporate the form in the minutes. • A copy of the form must be provided immediately to the other members of the agency. r. = '� � a The form must be read publicly at the next meeting after the form is tiled. ctrVRMaB-10.91 PAGE 1 IF YOU AKE NO ATTEMPT TO =LUENCE THE DECISION EXCEPT BY '&. ,CUSSION AT THE MEETING: • You mus disclose orally the nature of your conflict in the measure before participating. • You must c piete the form and file it within 15 days after the vote occurs with the person responsible for recording the minutes of the meeting, Who must incorporate the form in the minutes. A copy of the form must be provided immediately to the other members of the envy, and the form must be read publicly at the next meeting after the form is filed. DISCLOSURE OF LOCAL OFFICER'S INTEREST I, , hereby disclose that on (a) A measure me or will come before my agency which (check one) inured to my special private gain; inured to the special gain of my business associate, inured to the special gain of my relative, inured to the special gain of • by whom I am retained; or inured to the special gain of , which is the parent organization or subsidiary of a principal which has retained me. (b) The measure before my agency and the nature of my conflicting interest in the measure is as follows: rP •emu/ j J`L ji, v�/ cts 6 L' �J1 / G /'� vim' : r C:cr�-� l!• S J�i�v.i S c: c-r h fk Vv �.,,., 4rt 6%evl't/ /•c��, .! 'J \ a l C �2A F l J n / J'AJ bee(�io2/vv�6'l'P .:rs<Q rG•,� c°lr/� uC�G.'�IT •' /ILLJ J iltt/�fC<J/', ! ,� s lc ev / y� / Ct i- . ..ee a4i Ile x P Date Filed S)Jno4ire NOTICE: UNDER PROVISIONS OF FLORIDA STATUTES §112.317 (1991), A FAILURE TO MAKE ANY REQUIRED DISCLOSURE CONSTITUTES GROUNDS FOR AND MAY BE PUNISHED BY ONE OR MORE OF THE FOLLOWING: IMPEACHMENT, REMOVAL OR SUSPENSION FROM OFFICE OR EMPLOYMENT, DEMOTION, REDUCTION IN SALARY, REPRIMAND, OR A CIVIL PENALTY NOT TO EXCEED S5,000. CIE FORM tB • t0A1 PAGE 2