HomeMy WebLinkAboutSEOPW-CRA-R-01-0101RESOLUTION NO. SEOPW/CRA R-01-101
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
COMMUNITY REDEVELOPMENT AGENCY ("CRA")
AUTHORIZING THE EXECUTIVE DIRECTOR TO i) UTILIZE
$50,000.00 FROM THE CRA GENERAL FUND INSTEAD OF CDBG
FUNDS, AS PROVIDED FOR IN RESOLUTION SEOPW/CRA R-00-
41 ADOPTED MAY 22, 2000, TO RETAIN AN ARCHITECTURAL
FIRM TO ASSIST CAMILLUS HOUSE ii) CONTRACT FOR AN
APPRAISAL IN AN AMOUNT NOT TO EXCEED $10,000.00 TO
DETERMINE THE CURRENT VALUE OF THE CAMILLUS HOUSE
PROPERTY AND iii) CONTRACT FOR AN ENVIRONMENTAL
STUDY OF SAID PROPERTY IN AN AMOUNT NOT TO EXCEED
$20,000.00, AND, IN ADDITION, TO REQUEST i) THE CITY
ATTORNEY TO DESIGNATE SPECIAL COUNSEL TO DEAL WITH
CAMILLUS HOUSE RELATED ISSUES AND ii) THAT THE
CAMILLUS HOUSE TRUST RATIFY THE EXISTING VERBAL
AGREEMENT BETWEEN THE CRA AND CAMILLUS HOUSE SO
THAT A WRITTEN AGREEMENT MEMORIALIZING SAID VERBAL
AGREEMENT CAN BE EXECUTED BY THE CRA WITHIN 120
DAYS THEREAFTER.
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
WHEREAS, the Community Redevelopment Agency (CRA) desires to use
$50,000.00 from its general fund to satisfy its commitment to Camillus House and
thereby amend Resolution No. SEOPW/CRA R-00-41 adopted May 22, 2000, which
provides the funds should be deducted from available CDBG funds; and
WHEREAS, the CRA desires to request that the City Attorney designate
special counsel to work on Camillus House related issues; and
WHEREAS, the CRA desires to request that Camillus House have its board
ratify the existing verbal agreement between the CRA and Camillus House so as to
facilitate the execution of a written agreement memorializing such verbal
agreement by the CRA Board within 120 days thereafter; and
WHEREAS, the CRA desires to contract for the services of an appraiser in an
amount not to exceed $10,000.00 to determine the current value of the Camillus
House property.
WHEREAS, the CRA desires to contract for the services of a qualified and
licensed company in the State of Florida to conduct an environmental study on said
location in an amount not to exceed $20,000.00.
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 authorized i) to utilize general funds in the amount
of $50,000.00 instead of CDBG funds, as provided for in SEOPW/CRA R-00-41
adopted on May 22, 2000 in order to retain an architectural firm to assist Camillus
House; ii) to contract for an appraisal in an amount not to exceed $10,000.00 to
determine the current value of the Camillus House Property; and iii) to contract for
an environmental study of said property in an amount not to exceed $20,000.00.
Section 3. The CRA is authorized to request that the City Attorney
designate special counsel to deal with the Camillus House related issues.
Section 4. The CRA is authorized to request that the Camillus House Trust
ratify the existing verbal agreement between the CRA and Camillus House so that
the CRA Board can execute a written agreement memorializing the terms of such
verbal agreement within 120 days of its ratification.
Section 5. The resolution shall be effective upon its adoption.
PASSED AND ADOPTED on this 30th day of July, 2001.
Arthur E. Teele, Jr., Chairman
2
ATTEST:
Walter J. Foeman, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
MIAI #1140388 vI
3
ITEM 7a
RESOLUTION NO. SEOPW/CRA U IIL 0
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING
THE EXECUTIVE DIRECTOR TO i) UTILIZE $50,000.00 FROM THE
CRA GENERAL FUND INSTEAD OF CDBG FUNDS, AS ADOPTED IN
RESOLUTION SEOPW/CRA R00-41 MAY 22, 2000 IN CONNECTION
WITH CHARITY UNLIMITED OF FLORIDA, INC. (CHARITY) TO
RETAIN AN ARCHITECTUAL FIRM TO ASSIST CAMILLUS HOUSE
ii) CONTRACT FOR AN APPRAISAL IN AN AMOUNT NOT TO
EXCEED $10,000 TO DETERMINE THE CURRENT VALUE OF THE
CAMILLUS HOUSE PROPERTY AND iii) CONTRACT FOR AN
ENVIRONMENTAL STUDY IN AN AMOUNT NOT TO EXCEED
$20,000 OF SAID PROPERTY. IN ADDITION, TO REQUEST i) THE
CITY ATTORNEY DESIGNATE A SPECIAL COUNSEL TO DEAL
WITH CAMILLUS HOUSE RELATED ISSUES AND ii) CAMILLUS
HOUSE TRUST RATIFY THE EXISTING AGREEMENT SO THAT IT
CAN BE EXECUTED BY THE CRA BOARD WITHIN 120 DAYS
THEREAFTER.
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
WHEREAS, the Community Redevelopment Agency (CRA) desires to use
$50,000.00 from its general fund to satisfy its commitment to Camillus House and
thereby amend Resolution No. SEOPW/CRA R-00-41 adopted May 22, 2000 that
specified the funds should be deducted from available CDBG funds; and
WHEREAS, the CRA is requesting the City Attorney to designate a special
counsel to work on Camillus House related issues; and
WHEREAS, the CRA board is requesting Camillus House to have its board ratify
the existing agreement so as to facilitate its execution by the CRA Board within 120 days
thereafter; and
WHEREAS, it is requested that the CRA Board authorize the Executive Director
the authority to contract the services of an appraiser in an amount not to exceed $10,000
to dete amillus House property.
ATTACHMENT (S) pvaaCI i
I CONTAINED
ITEM 7a
WHEREAS, as it is also requested that the Board authorize the Executive
Director the authority to contract a qualified and licensed company in the State of Florida
to conduct an environmental study in an amount not to exceed $20,000 on said location.
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 desires to utilize general funds instead of CDBG funds, as
adopted in SEOPW/CRA R00-41, May 22,2000.
Section 3. The CRA requests that the City Attorney designate a special counsel to
deal with the Camillus House related issues.
Section 4. The CRA Board requests that the Camillus House Trust ratify the
existing verbal agreement between the Chairman of the CRA and the Camillus House so
that the CRA Board can execute it within 120 days of its ratification.
Section 5. The resolution shall be effective upon its adoption.
PASSED AND ADOPTED on this 3001 day of July, 2001.
ATTEST:
Walter J. Foeman, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Alejandro Vilarello
City Attorney
Arthur E. Teele, Jr., Chairman
SF'OPWJC8A_ 01- 101
ITEM 7a
BACKUP RESOLUTION
swpw/G`ZtA
RESOLUTION NO. SEOPW/CRA R-0041
A RESOLUTION AUTHORIZING THE COMMUNITY
REDEVELOPMENT AGENCY ("CRA") TO GRANT
FUNDS, IN AN AMOUNT NOT TO EXCEED $50,000.00
FROM CDBG FUNDS, TO CHARITY UNLIMITED OF
FLORIDA, INC. ("CHARITY") TO RETAIN AN
ARCHITECTURAL FIRM TO PREPARE CONCEPTUAL
DESIGN DOCUMENTS, SCHEMATIC DESIGN
DOCUMENTS AND DESIGN DEVELOPMENT
DOCUMENTS (THE "DESIGN DOCUMENTS") IN
CONNECTION WITH THE PROPOSED RELOCATION
OF CAMILLUS HOUSE, INC. ("CAMILLUS") TO A NEW
FACILITY OR THE ENHANCEMENT OF ITS CURRENT
FACILITY.
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
WHEREAS, the CRA desires to grant funds, in an amount not to
exceed $50,000.00 to Charity to retain an architectural firm to prepare
Design Documents in connection with the proposed relocation of Camillus to
a new facility or the enhancement of its current facility.
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 grant funds in an
amount not to exceed $50,000.00, subject to the availability of CDBG funds to
Charity to retain an architectural firm to prepare Design Documents in
connection with the proposed relocation of Camillus to a new facility or the
enhancement of its current facility.
" W 0pWJCR►.
Section 3. The resolution shall be effective upon its adoption.
PASSED AND ADOPTED on this 22nd day of May, 2000.
Arthur E. Teele, Jr., Chairman
1 Q���G1/ Gnu
alter J op n, Clerk
APPROVED AS TO FORM.
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
h"I #940990 vl
^ROPWAU ;
2
RESOLUTION 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
Mill��p
/v�w�ry
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.
E. Teele, Jr., Chairman
OVIA 111m,
Walter J. Voenjak Gfit� Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
?w'y k�
Holland & Knight LLP
CRA Legal Counsel
SEOPW/ ,,
MIA1 #946260 v3
2
k � N
June 7, 2000
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. Simpson:
The purpose of thia letter is to s?t forth the basis on which the Southeast
QvertownlPerk West Community Redevelopment Agency of the City of J!Jiami (the
"CRNis prepared to purchase that portion of the Camillus House, Inc. property
owned by Seller and to take assignment from Seller of a ground lease (the "Ground
Lease") for the balance of the property. This Letter of Intent is not intended to be
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").
1. PROl'BRTY.
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 20 of Block 43 which are
currently owned by Dorothea R. Ritter, Trustee and leased to Seller
under the Ground Lease. 3zWWtC"- U I— 10 1
2. EUR . HASFR: Southeast OvertownlPark West Community
Redevelopment Agency of the City of Miami.
Ms. Dale A. Siinp;,On
June 7, 2000
Page 2
SCR:
Charity Unlimited of Florida, Inc.
3.
Ci�.45E PRICE: UiDou the
The Purchase Price shall be e based
by Seller
4' PUR appraisal of (i) the Fee Property', .o�-ned in
current MAI appred by an
and ii) the leasehold interest under the .Grouuntua] a' agreed upon by and
- appraiser on the City of Miami approti�ed list m y
weeri the Seller and the CRA. The cost of the appraisal sball be paid for _
bet erty exceeds
by the CR-A. In the event that the ap atede o proceed witpthe transaction
$2,q-00,000 the CRA. $I.hett r of I tentot be �g p
contemplated by the
The Deposit shallbe--�--- - --
5 DEI, P4S-11- I 0.40 upon exe h i°n Of subject t to the terms and conditions .
held in escrow by Holland & Ynig
of the Contract.
T pECTIpN PERIOD. Thirty (30) days from the execution of the
6. III S
Contract. Seller to furnish to the -CPA any and all information nr�uding without -
possession or control with' xespeet to the Pro o tests, environmental -
limitation copies of all title policies, surveys, of the
reports, appraisals, title exceptions and site plans with five (5) daS
execution of the Contract.
7. TITLE:
The CIt.4 shall haze thirty (30) days from the execution of the. _. .
ci
Contract to obtain a title insurance commitment, at the CRA'aSable st fee
expense reflecting Seller to be vested in good rnarbetabie an
simple title to the Fee Property and good marketable andinss lease leasehold
p ss pursuant to the Ground
estate in the Ground Lea.. Property
g. SURVEY:
The CRA shell have thirty (30) days from the execution of the
an
Contract to obtain a current survey of the Property certicai fied,
for surveys
Seller in accordance with the defecmte ree sled byum he survey shall constitute title
the -State of Floriin
da. Any
defects.
9. CLOSING DATE: The Closing shall occur on or before forty-five (45) days
from the execution of the Contract.
10. BROKER.: The Contract shall contain a representation and warranty that
there are no brokers, salesman or finders involved in the transaction.
11.
CLOSING EXPENSES: The Contract shall provide for adjustments and
M�ami•Dade County, Florida.
prorations customary in
SEOpwI — 10 i
1&. Dale A. Simpson
June 7, 2000
Page 3
12. LEASE: At Closing, Seller and the CRA v,•» enter into a triple nat lease
pursuant to ;:hick the CRC sha111eaLe the Propert} to the Seller for a term
of five (o) 3
ears to enable Seller to continuz to utilize the Property until
Seller is able to relocate the Camillus House facilities to an alternative site.
The lease will incorporate the follomng proves; :1s
� g,eDurehase tion. In the ejllertthe Seller is unable to on terms and conditions a c ptable .
alternate site accep Lable to Se
to Seller within two (2) years from the date of Closing, Seller may
elect, in its sole discretion, to repurches the l�c�P� �}Afor lo��g� the
Prim paid by the CRA for the Property
CRA shall deliver title to Seller in the same condition as was
delivered at the closing except for matters arising by, t r th o
a or
under Seller. The repurchase option must be exercised during
(2) year period with closing to occur thirty (30) d?ys after the exercise
of the option. In the event that Seller elects to repurche the - -
property the CRA shall pay -all transfer taxes and recordi 9 feethe two (2) year period n
connection with the reconveyA Band agrees not to encumber
the repurchase option of
the CR. co�•enan
or tran-tfer title to the Property.
B. Term. The lease shall terminate upon the earlier to occur of (a)
the date the Camillus House is fully relocated to an alternative
location or (b) five (5) years from the date of Closing.
C. -g&nt. Seller shall be responsible for all payments under the
Ground Lease during Lease term.
D. Technical Assistance. The Purchaser aQr2es to provide Seller with
technical assistance and funding for the preparation of conceptual
design documents, schematic design docum O
development documents with respect to the design of a new facility
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 define d .The C ash I
provide Sailer with an ��v'�de technical ant of Oassi.stance P eller in
addition, the CRA veilp
connection with the design documents,
E. Crr
is 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 donations from private sources.
1\1 . Dale A. Sinipsou
June 7, 2000
Page 4
The CRC., in concert with Seller, shall form a committee of community
landers to facilitate the fund raising activities for the relocation.
1S. Uses of Sales proceeds. Seller agrees to 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 the new facility for Camillus House.
14. Mission. The Seller and the CRA acknowledge and agree that it is the stated
Purpose of this letter of intent to facilitate the relocation of the Camillus
House to an alternative location to enhance the ability of Seller to carry on
its mission (the "Mission") as currently performed on the Property within a
secured nailed in environment. -
1d. Confidentiality. The Seller and the CR4 shall utilize their good faith efforts
to keep the terms and conditions of this Letter of Intent st�:ictly eonfidentiaL
It is specifically understood and agreed that the Mayor of the City of Miami_
shall make the first public announcement of the terns of transaction -
contemplated bythis Letter of Intent.
If the foregoing terms and conditions are acceptable to you, we will have our
counsel prepare the proposed 'Contract and the Lease within s?ven (7) days from
the date hereof and present the term
s of this offer to the CKk Board for approval.
Obligation of Seller and Purchaser axe subject the approval of the terms of this
uject to the
offer by the Clk Board and the Mayor of the City of Miamletter
ette rshould not
execution of the definitive Contract between the parties and
be deemed or construed as an offer to purchasethe
Pr p i dui der e the tdrm6 and
by the
conditions set forth herein unless a binding Y
parties.
This utter of Intent shall expire and be null and voids a binding Contract
is not executedby the parties on orbefore June 30, 2000.
Please execute and return a copy of this letter confirming the terms set forth
herein are acceptable to you on or before 6:00 p.m..on June 9, 2000 and -we Rill
authorize our Counsel to proceed.
Very truly yours,
Southeast OvertownlPark West
.� Community Redevelopment Agency -
of the Vity of Miami
SEOpw�C`F'A , �------
By: .�-
Arthur E. Teele, Jr..
Nis. Dale A. Simp_o�
June 7, 2000
Page 5
C, airmen
Rabey+-lzr
Director of Operations and
Administration
The foregoing is hereby approved and agreed to
Camillus House,'Inc.
By: _
Charity Unlimited of Florida, Inc. -- - -- - -
By:
MULL #938483 4 i
SEOPW/CR 01; 101
lN-Is. 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.
Camillus House, Inc. - -
Dy:
Charity YTnlitnited of Florida, Inc.
buAl #936483 y3
sWPW/CRA_
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 NVEST
601VSIUNITY REDEVELOPMENT AGENCY OF THE CITY OF MLAMI, 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." c
ARTICLE II
1
DEPOSIT T-+
D
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
Tho sa ($ )
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
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
udmages.
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 IRW 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: � 1 w- Ji 0
SEOPVV/CRA
(i) Ad valorem real estate taxes for 2000 and subsequent years.
(ii) All applicable zoning ordinances and regulations.
flatters set forth on Exhibit "B" attached hereto and made a
Udrt 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
condition of title or exception revealed by the Title Commitment, other than the
Permitted Exceptions. If Purchaser fails to specifically object in writing to any
particular condition of title or exception set forth in d e� ed and sutle mch condition of
ithin
said thirty (30) day period, then same shall be deem
title or exception shall be deemed to constitute a Permitted Exception. Seller
ller shall
utilize its best efforts to eliminate or cure any title defectsY
or
before the Closing Date. Seller shall remove by payment or bonding, or otherwise
any judgment, mechanic's lien or lis pendens against the Property capable of
removal by the payment of money or bonding. Seller shall not be obligated to
institute any lawsuit to cure any title objection(stleevent
deficiencies prior to the
er is unable to
modify such unacceptable exceptions or to cure such t
Closing Date, then Purchaser shall elect on the Closing Date to either cancel this
Agreement, in which event Escrow Agent shall return
shall be releas with d
interest accrued thereon to Purchaser, and Purchaser and Seller
from any further obligations under this Agreement
except
those
waive obligations
son
ing
under Sections 5.1 and 5.2 of this Agreement, o
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 Title
of the Land to be made, at
Commitment, Purchaser may cause an accurate survey
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 give written notice of such defect to
Seller, together with a copy of the survey, on or before the last day for raising
objections to title under Section 4.2 in which event said defect shall lb Section 4 2
overned in -f
the same manner and timeframe as objections to title
and the parties shall have the same rights, privileges and obligations as if the defect
was an objection to title as specified in Section
a�
eement. The survey
shall be certified to the Purchaser, Sellerand the Title Company. The survey must
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 t
Florida Statutes Section 472.027. The surveysshall certify of an acre. he Pesquare urchase Price sha
tage o
Parcel 1 and Parcel 2 to the nearest thous the survey as
be adjusted based upon the square footage of Parcel 1 as reflected in Y
the Appraised Value per square foot of Parcel 1 as reflected in the Appraisal. Thies.
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 hours to do and
perform such reasonable acts and things as Purchaser deems necessary or
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 unreasonably withheld. Purchaser agrees to
repair or restore promptly any damage to the Property caused by Purchaser, its
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 Seller or the
Property by virtue of any actions by Purchaser or its agents and contractors in
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. This
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 the Property is
acceptable to Purchaser, in Purchaser's sole discretion. In the event that Purchaser
is not satisfied with the condition of the Property or any other matters with respect
SEOPW/CFA— `j i- Y 0 i C
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
.yeller 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 an estoppel 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. ea
01- 101 -_
MURVFW
SEO*JCR& bR
6.1.2 This Agreement, when executed and delivered, will be valid
and binding obligation of Seller, enforceable against Seller in accordance
ith
its
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 which might affect its
ability to sell the Property according to the terms hereof.
6.1.4 Seller is in exclusive possession of the Property and Seller has
not entered into any leases, contracts, subcontracts, arrangements, licenses,
concessions, or other agreements, including, without limitation, service
arrangements, management agreements and employment agreements, either
recorded or unrecorded, written or oral, affecting the possession of the
Property or any portion thereof or the use, operation or maintenance thereof
and Seller covenants and agrees not to enter into any 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 the
Property or the discontinuation of sewer, water, electric, gas, telephone or
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 title to
Parcel and good and marketable title to the Leasehold Estate, subject only to
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 of the Property or any interest
therein shall be alienated, encumbered, conveyed or otherwise transferred.
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.
c
SEOPal
ICE Y G�A''-
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
`RCI.A" ), 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 seg., 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 RCEA, 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
seg., or the Clean Air Act, 42 U.S.C. § 7401, et seg., 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 doain gr,,p ivate purchase in lieu thereof nor, to thbest of
WICRA, "_■
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n
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
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 Q 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.
Kr: 9to10DoV:4
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 33131, or at such other place as the parties may mutually
determine.
9.2Seller, at Seller's expense, shall deliver to Purchaser at closing:
SEOPW/CR& j 1- i G
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.
9.21.2 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.
SEOPWIC
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
am 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.
ARTICLE X
CONDEMNATION, FIRE OR OTHER CASUALTY
10.1 Seller agrees to give Purchaser prompt notice of any actual or
th-Lcatened 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:
�r V
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
SEOPRI/CRA_
such breach by the Purchaser, thereupon 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
tn Seller is a fair and reasonable measure of the damages which will be suffered by
LJCller 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
MISCELLAli'EOUS
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 sufficiently
and shall be suciently 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
SBOPW/tVA v I - 101
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 incv ed on, pal of any lower court decision '
SEOPWICUk ilk
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 _f l'y :___d 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.
Seller. 14.16 Purchaser may assign this Aa eement without the express consent of
14.11 Seller and Purchaser acknowledge that the terms and provisions of
:'_is Agreemeni, are conubdential 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 RIGHTSTHAT 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.
-OPWICRX- � I - 01
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
;n the presence of.
MIAI 4946577 v4
SELLER:
CHARITY UNLI\-SITED 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:
RECEIPT
The undersigned Escrow Agent hereby acknowledges receipt of check in the
amount of iei. Thousand and No/100 Dollars ($10,000.00) to be held as the Deposit
r ,�,- -•cant to the foregoing Agreement.
ESCROW AGENT:
HOLL_AND & KNIGHT LLP
Date Executed:
M A14946577 v4
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.
MLAI #946577 v4
sE0pw/CRA) ;
Exhibit `B"
PERMITTED EXCEPTIONS
None
bIIAl 4946577 v4
10 1
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Chairman Teele and
Members of the CRA Board
n
FROM: {
Dipak M. Parek
Executive Directo
RECOMMENDATION
DATE : July 30, 2001
SUBJECT: Utilizing $50,000 from
General Fund rather than
CDBG funds — Camillus
REFERENCES: House
Resolution and Supporting
ENCLOSURES: Documentation
FILE :
It is recommended that the Board of Directors of the Southeast Overtown / Park West
Community Redevelopment Agency (SEOPW CRA) adopt the following resolution
authorizing the Executive Director to utilize $50,000.00 from the CRA General Fund
instead of CDBG funds and make them available to Charity Unlimited of Florida, Inc
(Camillus House) as formerly approved in CRA Resolution No. R-00-41 on May 22,
2000.
In addition, it is recommended that the Board of Directors of the SEOPW CRA authorize
the Executive Director to retain services for i) an appraiser to determine the current value
of the Camillus House property and ii) an environmental study of same.
It is further recommended that the Board of Directors of the SEOPW CRA request that
the City Attorney designate a special counsel to deal with Camillus House related issues
and that the Camillus House Trust ratify the verbal agreement between the Chairman of
the CRA and the Camillus House so as to facilitate CRA Board execution of same within
120 days thereafter.
BACKGROUND
On May 22, 2000, the CRA Board of Directors adopted Resolution No. R-00-41 that
authorized the Executive Director to utilize $50,000.00 from CDBG funds to provide a
grant to Charity Unlimited of Florida, Inc. (Charity) for the purpose of retaining an
architectural firm to prepare conceptual documents and design development documents in
connection with the proposed relocation of Camillus House to a new facility.
In addition, this resolution will authorize the CRA Executive Director to retain the
services of an appraiser to determine the current value of the Camillus House property
and also to do an environmental study of same property.
Funding Source: General Fund
Account Number: 689004.550011.6.930/689004.550011.6.270
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