HomeMy WebLinkAboutSEOPW-CRA-R-01-0152RESOLUTION NO. SEOPW/CRA R-01-152
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY (THE
"CRA") AUTHORIZING THE EXECUTIVE DIRECTOR
OF THE CRA TO OFFER BLOCK 36, 46 OR 56 TO
CAMILLUS HOUSE AS AN ALTERNATIVE SITE FOR
THE RELOCATION OF ITS FACILITIES.
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 authorize the Executive Director of the
CRA to offer Block 36, 46 or 56 to Camillus House as an alternative site for
the relocation of its facilities.
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 Board of Directors of the CRA hereby authorizes the
Executive Director of the CRA to offer Block 36, 46 or 56 to Camillus House
as an alternative site for the relocation of its facilities.
Section 3. The resolution shall be effective upon its adoption.
PASSED AND ADOPTED on this llth day of December, 2001.
Arthur E. Teele, Jr., Chairman
SEOPW/CRA
01- 15
ATTEST:
Walter J. Foeman, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
MIAI #1140208 vI
2
SEOPW/CRA
O 1- 16�
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ITEM 24
SEOPW/CRA
RESOLUTION NO. SEOPWCRA
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE
EXECUTIVE DIRECTOR TO OFFER ONE OF THE
FOLLOWING BLOCKS AS AN ALTERNATE SITE, BLOCK
#36, #45 OR #56, TO THE CAMILLUS HOUSE FOR ITS
PLANS TO RELOCATE HOWEVER SUBJECT TO THE
OUTCOME OF THE PENDING LITIGATION WITH MIAMI-
DADE COUNTY RELATING TO THE REVERSION OF SAID
PROPERTY.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency (the
"CRA") is responsible for carrying out community redevelopment activities and projects in the
Southeast Overtown/Park West Community Redevelopment Area established pursuant to the CRA
Redevelopment Plan, and
WHEREAS, the CRA desires assist any entity whose actions will assist in the progression
and/or implementation of the Redevelopment Plan for the purpose of removal of slum and blight
from the targeted area.
WHEREAS, at the November 15`h, 2001 CRA Board Meeting the CRA Executive
Director and City Attorney with Special Counsel to update the existing agreement with the
Camillus House as it relates to their relocation plan.
WHEREAS, the CRA also acknowledges that there are other requirements imposed by
the Redevelopment Act of 1969 and Interlocal Agreements to which must be complied.
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 the Resolution are
incorporated herein as if fully set forth in this Section.
Section 2. The CRA Board of Directors authorizes the Executive Director to offer
one of the following Blocks #36, #45 or #56 as an alternate site when updating the existing
agreement with the Camillus House.
Section 3. This resolution shall be effective upon its adoption.
PASSED AND ADOPTED this 1 l t' day of December, 2001.
N
m
Walter J. Foeman
City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Alejandro Vilarello
City Attorney
Arthur E. Teele, Jr., Chairman
ITEM 24
SEOPW/CRA
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Chairman Teele
And Members of the CRA Board
FROM
Annette E. Lewis, Acting Executive
ITEM 24
DATE: December 11, 2001 FILE;
SUBJECT:
Authorizing the Executive
Director to offer Block 36, 45
REFERENCES: or 56 to the Camillus House
ENCLOSURES:
// Resolution
Recommendation
It is recommended that the Board of Directors authorize the Executive Director to offer
Block 36, 45, or 56 to the Camillus House as an alternate site in its plans to relocate.
Background
At the CRA Board Meeting of November 15, 2001, the Executive Director, City
Attorney, along with Special Counsel update the existing agreement with Camillus
House.
Additionally, in a Motion (MO1-130), Board Members expressed concerns about the site
chose and requested that additional options for alternate location be investigated.
Funding Source:
Account Number:
0
Im
SEOPW AND OMNI/CRA
CITY CLERK'S REPORT
MEETING DATE: November 15, 2001 Page No. 1
ITEM 2 A RESOLUTION OF THE BOARD OF DIRECTORS SEOPW/CRA M-0I-129
OF THE SOUTHEAST OVERTOWN/PARK WEST MOVED: WINTON
COMMUNITY REDEVELOPMENT AGENCY SECONDED: REGALADO
("CRA") AUTHORIZING THE CRA EXECUTIVE UNANIMOUS
DIRECTOR WITH THE ASSISTANCE OF THE CITY
ATTORNEY AND SPECIAL COUNSEL FOR
MATTERS RELATING TO THE CAMILLUS HOUSE,
TO NEGOTIATE AND UPDATE THE EXISTING
AGREEMENT WITH THE CAMILLUS HOUSE.
ITEM 2 A MOTION TO REVIEW COMMUNITY SEOPW/CRA M-01-130
REDEVELOPMENT AGENCY (CRA) BOARD MOVED: REGALADO
MEMBERS' CONCERNS OVER CURRENT SITE SECONDED: GORT
CHOSEN FOR RELOCATION OF THE CAMILLUS UNANIMOUS
HOUSE AND FURTHER INVESTIGATE
ADDITIONAL OPTIONS TO ACQUIRE A
DIFFERENT LOCATION OUTSIDE THE OMNI
REDEVELOPMENT AREA FOR SAID
RELOCATION OF CAMILLUS HOUSE.
NON A MOTION TO CANCEL THE CRA BOARD SEOPW/CRA M-0I-131
AGENDA MEETING CURRENTLY SCHEDULED FOR OMNI/CRA M-01-33
MONDAY, NOVEMBER 19, 2001 AND MOVED: WINTON
RESCHEDULE THE NEXT CRA BOARD MEETING SECONDED: REGALADO
FOR TUESDAY, DECEMBER 11, 2001, BEGINNING UNANIMOUS
2:00 P.M. OR AS SOON AS THE REGULAR CITY
COMMISSION MEETING SCHEDULED FOR THIS
SAME DATE IS RECESSED.
R
SEOPW AND OMNI/CRA
CITY CLERK'S REPORT
MEETING DATE: November 15, 2001 Page No. 2
ITEM 2 Direction by Chairman Teele: to the CRA Executive
Director to supply board members with copies of
appraisals of parcels that have previously been appraised
for potential sites in connection with relocation of the
Camillus House; further to ensure that CRA staff meet
with Vice Chairman Winton on real estate issues.
APPROVED:
WALTER J. FOEMAN, CITY CLERK
NOTE: AS DULY NOTED ON THE HEREIN AGENDA AND CITY CLERK'S REPORT, WHICH
CONSTITUTES A JOURNAL OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY (CRA) BOARD PROCEEDINGS, THE "UNANIMOUS" NOTATION NEXT TO
THE VOTE ON EACH ITEM MEANS THAT ALL FIVE MEMBERS OF THE CRA WERE PRESENT AND
VOTED "AYE" ON SAID ROLL CALL VOTE. NEGATIVE VOTES, PHYSICAL ABSENCE OF A BOARD
MEMBER OR ABSTENTION FROM VOTING BY A BOARD MEMBER, IF ANY, IS ALSO DULY
REFLECTED IN SAID VOTE
N
N
TO Chairman Arthur Teele, Jr. and
Members of the CRA Board
FROM : Annette E. Lewis
Acting Executive Director
RECOMMENDATION
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
DATE : November 15, 2001 FILE
SUBJECT : Updating of Agreement between the
CRA and the Camillus House with
the assistance of the City Attorney
and Special Counsel.
REFERENCES:
ENCLOSURES:
It is recommended that the CRA Board pass the attached resolution to update the existing
agreement to afford the finalization of the impending transaction.
BACKGROUND:
In keeping with elements of the redevelopment plan to eliminate slum and blight within the
established boundaries of the Southeast Overtown Park West Community Redevelopment
Agency the CRA Board passed the following Resolutions:
Resolution 00-56 — passed and adopted June 26tt', 2000
❑ Approves the letter of intent between the CRA and the Camillus House
❑ Authorizing the CRA to enter into a contract to purchase the property known as the
Camillus House at a purchase price equal to the appraised value not to exceed $2.4M
($1.OM from TIF and $1.4M from CDBG funding)
❑ Authorizing the CRA to perform due diligence investigations — cost not to exceed
$20,000
o Survey
o Appraisal
o Environmental and other tests and studies deemed necessary by the Director
of Strategic Planning
Resolution 01-101— passed and adopted July 30th 2001
❑ Authorizes the Executive Director to utilize $50,000 from the CRA
General Funds rather than CDBG funds
❑ Contract for an appraisal in an amount to exceed $10,000 to determine
the current value of Camillus House property
❑ Contract for an environmental study in an amount not to exceed
❑ Request the City Attorney to designate a special counsel to deal with issues related to
the Camillus House
IM
FM
Page 2
Cover Memo Camillus House
a Camillus House to ratify the existing agreement so that it can be executed by the
CRA Board within 120 days thereafter
RESOLUTION NO.
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE
EXECUTIVE DIRECTOR WITH THE ASSISTANCE OF THE
CITY ATTORNEY, SPECIAL COUNSEL FOR MATTERS
RELATING TO THE CAMILLUS HOUSE, TO NEGOTIATE
AND UPDATE THE EXISITING AGREEMENT WITH THE
CAMILLUS HOUSE
WHEREAS, the CRA is responsible for carrying out redevelopment activities and
projects in the Southeast Overtown/Park West Community Redevelopment Area established
pursuant to the CRA Redevelopment Plan; and
WHEREAS, CRA SEOPW Resolution No.00-56 approved the letter of intent between
the CRA and the Camillus House; authorized the CRA to enter into a contract to purchase the
Camillus House at a price equal to the appraised value not to exceed $2.4 M and identifying the
source of said funds and authorized the CRA to perform related due diligence; and
WHEREAS, CRA SEOPW Resolution No. 01-101 requested the City Attorney to
designate a special counsel to deal with issues related to the Camillus House, and the Camillus
House to ratify the existing agreement so that the CRA Board can execute it within 120 days
thereafter.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
SOUTHEAST OVERTOWN PARKWEST 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 Board authorizes the Executive Director with the assistance of
the City Attorney and Special Counsel for matters relating to the Camillus House to negotiate
and update the existing agreement between the CRA and the Camillus House.
Section 3. This resolution shall be effective upon its adoption.
N
PASSED AND ADOPTED this 15`h day of November, 2001.
Walter J. Foeman
City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Alejandro Vilarello
City Attorney
Arthur E. Teele, Jr., Chairman
2
NA
June 7, 2000
Mr. Dale A. Simpson
Executive Director
Camillus House, Inc.
336 N. W. Fifth Street
Miami, Florida 33128
IM
Re: latter of Intent for Camillus House, Inc, property
Dear Mr. Simpson:
The purpose of this letter is to set forth the basis on which the Southeast
OvertownlPark West Community Redevelopment Agency of the City of Miami (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 pasties 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, 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 20 of Bock 43 which are
currently owned by Dorothea R. Ritter, Trustee and leased to Seller
under the Ground Lease. szorwx_ I I 101
2. FURCHA iER: Southeast OvertowafPark West community
Redevelopment Agency of the city of Miami,
-Ms. Dale A. Siiup:An
June 7, 2000
Pam 2
3.
0
Charity Unllnuted of Florida, Inc.
SL ER:
be based upon the-
URCg-4SE PRICE: The Purchase Price shall le by Seller
p o� ned in fee slurp
current Ir1.� appraisal of (i) the Fee Property, 0 ared by an
ii the leasehold interest under the
�GrounuaDyweed upon by and
and O aid for
appraiser on the City of Miami approV e sisal shall be p
The cost of the app erty exceeds
between the Seller andenh thRt 'he apprai��ed �'a]ue of the �P transaction
by the CR-A• In the roceed wZth the
$2,400,000 the ORA shall note s li eted to p
contemplated by this Letter of
L The Deposit shall be -----� - --DEPOSIT'-$10,000.40 upon execution of the C,antrac�.
Holland � 7�night L"i.�, subject to the terms and conditions. .
held in eser by
of the Contract-
RIOD: Thirty (30) days from the execution of the
INSPECTION PE and all information in Seller`s
Contract. Seller to furnish to the DRA any a including without
possession or control witb' �respe eStOsur�e}Prosi tests, environmental
p dz of the
limitation copies of all title policies,
als title exceptions and site pia ith five (5) S "
reports, apprais ,
execution of the Contract.
I ' 30 da s from the execution of the....
TYTLE: 'I`he CR.'k shell have thirty ( ) Y
a title insurance commitment, at the CRA's sole able fee
Contract to obtainta expense reflecting Seller to be vested in good m bleeandin�urable leasehold
and good market
simple title e G oe�a iea p property pursuant to the Ground Lease.
estate in the
The CRA• shell have thirty (30) days from the execution the � and
Contract to obtain
$' Sa current survey of the Property certified to
� accordance with the minimum technical sLandar� consh�te title
Seller defects revealed by the survey sh
the -State of Florida. Any
defects• - days
SIN
j DATE: The Closing shall occur on or before forty-five (4�
g. CLOU
from the execution of the Contract. tY that
10. BR_ �,E
R: The Contract shall contain a representation and
there are no brokers, salesman or finders involved in the transaction.and
11. CLO
SING EXPENSES: The Contract shall provide for adjustments
prorations customary in Miami Dade County, Flonda.
Ms. Dale A. Simpson
June 7, 2000
Page 3
i
2, LEASE: At Closing, Seller and the CRAViRl enter into a triple nat lease
. _ pursuant to ::hich the CRA t}- shall lease the Properto the Seller or a term
of five (�) 3'
ears to enable Seller to co»tinue to utilize the Property until
Seller is able to relocate the Camillus House facilities to an alternative site.
The lease will incorporate the following provisions:
le
Rev___ �ehase tion. In the event the Seller is unable to acquire an
ttLdi
alternate site acceptable to Seller on terms and Closing s acceP Seller mby
to Seller within two (2) years from the date of
elect, in its sole discretion, to repurchase theProperty
- r the Same
Sing, the
price paid by the CR.A for the Property atClosing.
CRA shall deliver title to Seller i.n the same condition as was
delivered at the closing except for matters arising by, tbrough or
under Seller. The repurchase option must be exercised during the two
(2) year period with closing to occur thirty (30)Ay to repurchase the
of the oper the exercise
tion. In the event that Seller e
le
property the CRA shall pay -all transfer taxes and recording fees in
connection with the rownveyance. During the two (2) year period of
the repurchase option the CR.A covenants and agrees not to encwnber
or transfer title to the Property.
B. Term.
The lease sha11 terminate upon the earlier to occur of (a)
the date the Camillus House is fully relocated to an alternative
location or (b) five (5) yea's from the date of Closing.
C. -Rent. Seller shall be responsible for all payments under the
Ground Lease during Lease term.
D. Technical Assistance, The Purchaser agrees to provide Seller with
technical assistance and funding for the preparation of anCe siu
design documents, schematic - design documents
facility to
development documents with respect to the design the relocation,
be developed for Camillus.House in conneck�on vntb of Camillus
Which facility shall be designed to facilitate the ability
House to continue its Miesion, as hereinafter defined. The CRA ball
provide Seller with ��� grant of �50,000 for provide technical ass'�stan e purpose. Seller
in
addition, the CRA v
connection with the desiga documents.
E. _Grants. 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.
I1L. Dale A. Sunusou
June 7, 2000
Page 4
The CR--',,, in concert with Seller, shall form a committee of community-
iande.s tofacilitate 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 end the CRA acknowledge and agree that it is the stated
Purpose of this letter of intent to facilitate the relocation of the Camillus
Howe 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 walled in environment. _.
1d, Confidentiality. The Seiler and the CRA shall utilize their good faith efforts
to keep the terms and conditions of this I-Ptter of Intent strictly confidential
It is specifically understood and agreed that the Mayor of the City of Nliani_
shall make the first public announcement of the terns of transaction
contemplated by this Letter of Intent.
if the foregoing termz and conditions are acceptable to you, we will have our
counsel prepare the prop .sed Contract and the Lease within given (7) days from -
the date hersof and presnt, the terms of this offer to the CR& Board for approval.
Obligation of Seller and Purchaser are subject the approval of the terms of this -'
offer by the CRA Board and the Mayor of the City of Miami and subject to the
execution of the definitive Contract between the parties and this letter sbould not
be deemed or construed as an offer to purchase the Property under the terms and
conditions set forth herein unless a binding Contract is duly executed by the
parties.
This I,etter of Intent shall expire and be null and void if a binding Contract
is not executed by the parties on or before June 3012000.
Please execute and return a copy, of this letter confirming the terms Bet forth
herein are acceptable to you on or befare 6:00 p.m..on June 9, 2000 and we Mill
authorize our counsel to proceed.
Very truly yours,
Southeast Overtown/Park West
Community Redevelopment Agency of the Pity of Miami
By:�
Arthur E. Teele, Jr. .
his. Dale A. Simp,oI
June 7, 2000
Page 5
C' ajV�sn
- - - Rober�'lar -
Directo: of Operations and
Administration
The foregoing is hereby approved and agreed to
Camillus House, Inc.
By:
Charity I1nlimited of Florida, Inc. -- - - -
By:
bIIA2 �93b4a3 e7
S
jU`j .4 1
Ms. Dale A. Simpson
June 7, 2000
Page 5
Chairman
By:
Roberti,. Tyler
Director of Operations and
Administration
The foregoing is hereby approved and agreed to.
Camillus House, Inc.
By.
Charity Tiniimitea of Florida, Inc.
By
1,Ukl #938483 *6 X7
SBOPW/dA- 10i
emu
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
OhB1UNITY 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
r made a part hereof and all appurtenances belonging thereto, including any
and all riparian rightp, 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." o
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
Nliami-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
cidmages. -
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
Clos' g 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: SEOPW/CRA �- Y
(i) Ad valorem real estate taxes for 2000 and subsequent years.
All applicable zoning ordinances and regulations.
(iii) 1%latters 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
other any particular
lthe
condition of title or exception revealed by the Title Commitment,
Permitted Exceptions. If Purchaser fails to specifically object in writing to any
particular condition of title or exception set forth in the Title Commitment within
said thirty (30) day period, then same shall be deemed waived and such condition of
title or exception shall be deemed to constitute defects raisedPermitted byby Purchaser on or
er shall
utilize its best efforts to eliminate or cure any title or bonding, or otherwise
before the Closing Date. Seller shall remove by payment
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(s). In the event Seller is unable to
modify such unacceptable exceptions or to cure such title deficiencies
prior to the
canc 1 this
Closing Date, then Purchaser shall elect on the Closing Date to either
Agreement, in which event Escrow Agent shall return the Deposit, together with all
interest accrued thereon to Purchaser, and Purchaser and Seller shall be released
from any further obligations under this Agreement except those obligations arising
under Sect -ions 5.1 and 5.2 of ibhis Agreement, or Purchaser may waive the objection
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
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 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 be governed in
the same manner and timeframe as objections to title are dealt with in Section 4.2 0
and the parties shall have the same rights, privileges and obligations as if the defect
was an objection to title as specified in Section 4.2 of this Agreement. The survey I
shall be certified to the Purchaser, Seller and the Title Company. The survey must
further be certified to comply with the Minimum Technical Standards for Land Q
Surveying in Florida set forth by the Florida Board of Land Surveyors pursuant t
Florida Statutes Section 472.027. The survey shall certify the square footage o
ousands of an acre. The Purchase Price
Parcel 1 and Parcel 2 to the nearest thshale
be adjusted based upon the square footage of Parcel 1 as reflected in the survey an,
the Appraised Value per square foot of Parcel 1 as reflected in the Appraisal. Thy.
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 it +he 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
A. 1 EELE : # 2
Annette Lewis"" Page 1 of 3
'ter
Lewis, Annette l�
From: David Cardwell [dcardwell@ctl.rr.cornl
Sent: Thursday, November 05, 2001 4:40 FM
To: Teele, Arthur
Cc: Lewis, Annette
Subject: Legal Opinion
Here is the legal opinion you requested. I am also !axing it and mailing it to you.
David Cardwell
November 8, 2001
Arthur Teele
Chair
Miami Community Redevelopment Agency
300 Biscayne Boulevard Way
Suite 430
Miami, FL 33131
Re: Legal Opinion; Camillus I•Iouse
Dear Chair Teele:
This is in response to your request for a legal opinion addressing the question
whether the Miami Community Redevelopment Agency (the "CRA") may expend
funds from the CRA's community redevelopment trust fund to acquire land outside
of the community redevelopment area for the CRA for purpose of relocating
blighting influences from within the area. Based on the discussion set forth below, it
is my opinion that the CRA may use funds in the redevelopment trust fund to acquire
property outside of the redevelopment area for purposes of relocation of blighting
influences within the area if the community redevelopment plan for the area
addresses the use of such funds for the purpose of acquiring property. This
conclusion assumes the City of Miami and the CRA have been delegated by Miami -
Dade County the power to make such an acquisition and expend tax increment funds
in this matter.
Facts
The Southeast Overtown Park 'West redevelopment area CSFOPW Area") is
one community redevelopment area within the area of operation for the CRA to carry
out redevelopment within the City of Miami. The plan for the SEOPW Area was
approved by the City Commission of the City of Miami, Florida, by its adoption of
Resolution No. 82-755 and Resolution No. 85-1247. The CRA desires to use funds
from the community redevelopment trust firnd to fund the relocation of Camillus
House from within the CRA's area of operation to outside the community
11 /8/2001
i nrvl l
6- i 6:464M ..
Annette «" 3724646 Lewis COMM. A. TEELE : # 3
redevelopment area, page 2 of 3
The CRA has
x significant blighting influence on determined that the C
the r-Vea will "Llire' the removal of
area
and that the theredevelop lHouse t a
Camillus House from the Area. rn of
"'he City OF'
"County"), and therefore mustMiaml s located within a charter
• County[". have a delegation of redevelopment Powers (the
ty . The County has given such a delegation of owers
then created the CRA I'O ers from the
delegation of redevelopment to those P to the City, which has
pment powers b Powers For purposes of this opinion, the
are assumed to have been com y the COunty t° the Cit
does, for purposes of such charter and legally accomplished any and d en to the CRA
redevelopment plan for the Areaer cowity delegation, have the that the CRA
Power to carry- out the
Analysis
A community redevelopment agency such as the CR,q nl
within the community redevelo blighted conditions pmeitt area for the May acquire property
communi and furthering the goals andobjectivesof eindicating slutn or
from within adcn loPment plan.l'1 An agency ma of the agency's
implement An redevelo y also relocate persons or business
P " the redevelopment 1 redevelopment area to outside the
spread o f bplight pan and eradicate blight conditions if necessary to
ar
relocation reads as follows: t ] the applicable statutory°r Prevent the
provision addressing
(k) To prepare plans for and assist in the relocation o
Persons (including individuals f
concerns, nonprofit organizationst families, business
dis Iaced from a coin , and others)
and to make relocate redevelo ment area
ion
respect to such payments to or with
losses of
persons for moving expenses and
Property for Which reimhur5ement or
compensation is not otherwise made.. (e s )
""he person is being "displaced from [the] comrnunit r
relocation payment; obviouslyY edevel° „
incurred outside of the con;mare being made for the acquisition of nro tea then the
unity redevelopment area• p p ny or costs
A community rcdcr�clo
deposited in the coin _(11 ni Pment agency has
Redevelopment Act, tY redevelopment trust fund
available to it
P as provided b that are
ty
refinance Such funds ma be y the Comrnuni
any community redevelopment Y used by the agency to finance or
rede-velopnnentplan_"1S1 it undertakes
Commwii r pursuant to the community
ty edevelOPI"Ont" is defined as follows.,
"Community redeveloPment"
activitics, or Praiects ... means undertakings,
redevelo of a . . . co Pment agency in anmittnit
co community
area for the elimination and prevention y redevelopment
development or spread of slums and blight, Or 1�r and
the
111812001
i OF MtAhi1
Annette Lewis
y 11 9-
1507-14.g46 ,
reduction or prevention of crime
of affordable housing,, or for the provision
residents of low whether for rent or forsale, to
elderly, and °r moderate income, including
"development May. include slung the
Pment in a community clearance and
rebabilitatio.Z and revitalizati n of coastal redevelopmen resort
or
tourist areas that are deterioratingrt and
distressed, or rehabilitation and economically
community redevelo °r conservation in a
Part thereof, in pment area, or any in
or
redevelo accordance with
Pment plan and may include they community
such a plan, j61 Preparation of
COh1M. A. TEELE: # 4
The relocation o f persons or
area to ot,tc;de businesses fro
the area to eradicate blight or stop the co
"community redevelopment,, mmuuity redevelopment
redevelopmentPment P the spread of blight cons
trust fund providedandcan the be
paidncy,s with funds in Provides for such actions either generally or sp cifi community redevelopment the community
ommute ,
tally. ) Y elopment ply
Please contact me at additional information concertun ur convenience it
You 'have
g the opinion set forth herein, ally questions or need
Very truly yours,
THE CARDWELL LAW FIRM
I
MrM
Cardw'eIl F. ,
DECIdc
cc. Annelle E. Lewis
David
E.
U Section 163.410, Florida Statutes,
1�1 Section 16s.370 1
( )(b), Ib'lorida Statutes
L1 Section 163J70(1)(k) Florida Statutes
tat Section 163.387, Florida StaRItes
Section 163.387(1), Florida Statutes
tsl Section 163.340 9 ,
L�l See A () Florida Statutes
redevelop�p ,vea(titd m e di1981),
m �rowhich concluded a ci
the area.
refl tY could acquire houses outside of the corrtrnunity
Page 3 of 3
11 /S/Z001