HomeMy WebLinkAboutSEOPW-CRA-2002-03-25-Discussion Item 15March 25, 2002
IQ
ITEM 15
LEGAL/LITIGATION
REPORT ON THE STATUS OF THE CAMILLUS HOUSE
SEOPW/CtA
02- 44
U3/21J/21Jd2 14:44
3055301851
CAMILLUS HOUSE
PAGE 02l04
Camillus
House
February S, 2002
The Honorable Johnny Winton
Commissioner
City of Miami
250 Pan American Drive
Miami, FL 33133
Dear Commissioner Winton:
Camillus House, Inc.
Sponsored by
Brothers of the Good Shepherd
336 NW Fifth Street
Miami, FL 33128
Mailing Address:
PO Box 011829
Miami, FL 33101-1829
Tel: (305) 374-1065
Fax (305) 372-1402
Thank you for your comments at the CPA board meeting this past Monday evening. I have
outlined in this letter my perception of the elements associated with the problem of
homelessness in Miami, the potential solutions and the process by which we are to attain those
solutions. This is in no way a comprehensive report, but a report that is intended to stimulate
discussion and to begin the proces& of changing the City of Miami in regards to the various
issues grouped under the heading of homelessness.
l) DESCRIPTION OF THE PROBLEM
The problem that we are describing is homelessness, which includes people .with no
permanent address, people sleeping on the street, people using the street as a bathroom,
people panhandling, prostituting, harassing, and frequently acting in antisocial ways. The
homeless fall into broad categories for my discussions:
1) The homeless that are willing and eager td receive help. This group is not 'particularly
difficult to deal with because there are services that they will readily take advantage of
and use. This group will transition from the street to a living situation, generally within
30 days.
2) The second group is the persistently. homeless. That group is largely populated by
people with active mental illness and serious substance abuse and addiction issues. This
group either actively opposes treatment or is unable to accept treatment because of the
state of their illness.
3) The problems that are presented by these groups, particularly the latter group, are
problems that compromises the quality of life in this city for all who live and visit here.
The ability to move forward as a city, and a community will be hampered until this issue
is addressed. There is no way that the serious development of an arcs and
entertainment district will succeed if there are 1,500-2,000 people on the street
exploiting crowds and people who have come here to visit. Furthermore, there is the
40 Years of Service to. Our Community $EOI'W/CRA
02- 44
03/20/2002 14:44 3055301851 CAMILLUS HOUSE PAGE 04/04
The Honorable Johnny Winton
February 5, 2002
Page 3 of 3
2) We galvanize the City of Miami, Miami -Dade County, Miami Beach and other
political subdivision within the county to acknowledge this as a community wide
problem and not a problem of one jurisdiction or another. This is very important
because the location of new facilities needs to be in areas other than the City of
Miami. Massing of facilities in downtown Miami is neither good for the city nor for
the client. In particular, North Dade has an absence of services even though it was
w included in the master plan done by the Miami -Dade Homeless Trust.
3) There needs to a well developed systematic approach. to handling people who are
living on the street. The system needs to be comprehensive from the identification
of the problem to doing a plan for individuals. While this may not seem terribly
friendly to some, to people that don't want to be bothered, there is no way we can
'^ tolerate arbitrarily camping on the streets of the city and threatening the civility and
public health of several million people. The system should result in the kindest
treatment and the most cost effective treatment for this issue. It must be
community -wide. The development of a system should include the survey of
current laws and an exploration of whether or not legislation needs to be put into
place to provide laws allowing the city to provide for the treatment of the indigent
in a way that is humane and fair to all parties. The system also needs to explore
ways to make such a program self -funding. I believe that with a dedicated approach
the solutions to these problems can be obtained and within a reasonably short
period.
In conclusion, I believe that with the addition of the political will needed the community at -large
y can be engaged when we present a plan, a battle plan if you will, to take on this problem. I
believe that the plan can have a vision of a city whose downtown and suburbs are welcoming
and free of people who have been abandoned by society and abandoned by their fellow human
beings. I also believe that the reclamation of individual lives in such a process will result in
something that we all will be proud of and we will all benefit from a community..whose values
have been elevated. The benefits will accrue to all.
Sincerely,
ta"
Dale A. Simpson
Executive Director
Mayor Manuel Diaz
Commissioners:
Arthur Teele, Jr.
Joe Sanchez
Tomas Regalado
Angel Gonzalez
40 Years of Service to Our Community SE®PW / CRA-
02 - 44
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
-ATTACHMENT ..
of", "A Fs-p71
2PWic 44
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
lawevil,
,, 1
APPROVED AS TO FORM
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
MIA1 #946260 v3
E. Teele, Jr., Chairman
2 SEOPW/CRA. '
02- 44�i-
l�r
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
m Dear Mr. Simpson:
The purpose of this letter is to set forth the basis on which the Southeast
Overtown/Park West Community Redevelopment Agency of the City of Miami (the
"CR Xis 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. 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 Block 43 which are
currently owned by Dorothea R. Ritter, Trustee and leased to Seller
under the Ground Lease.
2. PURCHASER: Southeast OvertownlPark West Community
Redevelopment Agency of the City of Nuami. SEOPW/CRA
02- 44
300 Biscayne Boulevard Way • Suite 430 • Miami, Florida 33131 • Phone (305) 579-3324 • Fax (305) 372-4646
a
Ms. Dale A. Simpson
June 7, 2000
Page 2
4 a. SELLER:
Charity Unlimited of Florida, Inc.
4. PURCHASE PRICE: The Purchase Price shall be based upon the
current MAI appraisal of (i) the Fee Property, owned in fee simple by Seller
and (ii) the leasehold interest under the Ground Lease, prepared by an
appraiser on the City of Miami approved list mutually agreed upon by and
between the Seller and the CIiA. The cost of the appraisal shall be paid for
by the CRA. In the event that the appraised value of the Property exceeds
$2,400,000 the CRA shall not be obligated to proceed with the transaction
contemplated by this Letter of Intent.
5. DEPOSIT: $10,000.00 upon execution of the Contract. The Deposit shall be
held in escrow by Holland & might LLP, subject to the terms and conditions
-" of the Contract.
6. INSPECTION PERIOD: Thirty (30) days from the execution of the
" Contract. Seller to furnish to the CRA any and all information.in Seller's
possession or control with respect to the Property, including without
limitation copies of all title policies, surveys, soil tests, environmental
reports, appraisals, title exceptions and site plans with five (5) days of the
execution of the Contract.
7. TITLE: The CRA shall have thirty (30) days from the execution of the
Contract to obtain a title insurance commitment, at the CRA's sole cost and
expense reflecting Seller to be vested in good marketable and insurable fee
simple title to the Fee Property and good marketable and insurable leasehold.
estate in the Ground Lease Property pursuant to the Ground Lease.
8. SURVEY: The CRA. shall have thirty (30) days from the execution of the
Contract to obtain a current survey of the Property certified to the CRA and
Seller in accordance with the minimum technical standards for surveys in
the State of Florida. Any defects revealed by the survey shall constitute title
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
prorations customary in Miami -Dade County, Florida.
SEOPW/CRA
02 -- 44
W
Ms. Dale A. Simpson
June 7,.2000
Page 3
A 12. LEASE: At Closing, Seller and the CRA will enter into a triple net lease
pursuant to which the CRA shall lease the Property to the Seller for a term
of five (5) years to enable Seller to continue 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:
A. Repurchase Uption. In the event the Seller is unable to acquire an
alternate site acceptable to Seller on terms and conditions acceptable
to Seller within two (2) years from the date of Closing, Seller may
elect, in its sole discretion, to repurchase the Property for the same
price paid by the CRA for the Property at Closing. At closing, the
CRA shall' deliver title to Seller in the same condition as was
delivered at the closing, except for matters arising by, through or
under Seller. The repurchase option must be exercised during the two
(2) year period with closing to occur thirty (30) days after the exercise
of the option. In the event that Seller elects to repurchase the
Property the CRA shall pay all transfer taxes and recording fees in
connection with the reconveyance. During the two (2) year period of
the repurchase option the CRA covenants and agrees not to encumber
or transfer 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. 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 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. The CPA shall
provide Seller with an initial grant of $50,000 for this purpose. In
addition, the CMk will provide technical assistance to Seller in
connection with the design 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.
(� 2w Pwic 4 4
Z
Ms. Dale A. Simpson
June 7, 2000
Page 4
The CRA, in concert with Seller, shall form a committee of community
lenders to facilitate the fund raising activities for the relocation.
13. Uses of Sales proceeds. Seller agrees to 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 Rouse.
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 walled in environment.
15. ConfidentiaRty The Seller and the CRA shall utilize their good faith efforts
to keep the terms and conditions of this Letter of Intent strictly confidential.
It is specifically understood and agreed that the Mayor of the City of Miami
shall make the first public announcement of the terms of transaction
contemplated by this 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 seven (7) days from
the date hereof and present the terms of this offer to the CRA 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 should not
be deemed or construed as an offer to purchase the Property under the terms and
w conditions set forth herein unless a binding Contract is duly executed by the
parties.
This Letter of Intent shall expire and be null and void if a binding Contract
is not executed by the.parties on or before 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 5:00 P.M. on June 9, 2000 and we will
authorize our counsel to proceed.
Very truly yours,
Southeast Overtown/Park West
Community Redevelopment Agency
of the City of ly'
By.
Art ur E. Teele, Jr.
SBOPW/ CRA
02- 44
Ms. Dale A. Simpson
June 7, 2000
Page 6
Ch
By:
R�e5rler
Diiebdtior of Operations and
Administration
The foregoing is hereby approved and agreed to
Camillus house, Inc.
By:
Charity Unlimited of Florida, Inc.
By:
MIA2 #936483 v i
SEOPW/CRA
02- 44
Ms. Dale A. Simpson
June 7, 2000
Page 5
By.
The foregoing is hereby approved and agreed to
Camillus House, Inc.
By. �. % cx�� D, :2.
Charity Unlimited of Florida, Inc.
By:
WAI #938483 *6 y7
Chairman
Robert L. Tyler
Director of Operations and
Administration
SBOPW / CRA
02- 44
LEASE
THIS LEASE is made and entered into as of this day of ,
2000, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF MIAMI ("Landlord") and
CHARITY UNLIMITED OF FLORIDA, INC., a Florida not -for -profit corporation
("Tenant").
RECITALS
A. Simultaneously with the execution of this Lease, Landlord has
purchased from Tenant fee simple title to that certain real property located in
Miami -Dade County, Florida, legally described in Exhibit "A" attached hereto and
incorporated herein by reference (the "Real Property") together with all of Tenant's
right title and interest under that certain Indenture dated May 1, 1945, by and
between Susan C. Curry, as lessor and Shepson, Inc., a Florida corporation, as
lessee (the "Master Lease") creating a leasehold estate with respect to that certain
real property located in Miami -Dade County, legally described in Exhibit "B"
attached hereto and incorporated herein by reference (the "Leasehold Estate") and
all of the improvements and fixtures thereon (the Real Property and Leasehold
Estate and the improvements located thereon being herein sometimes referred to as
the "Leased Premises").
SEOPW / CRA
02- 44
B. Landlord desires to lease the Leased Premises to Tenant and Tenant
desires to lease the Leased Premises from Landlord on the terms and conditions
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and
promises of the parties, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the foregoing recitals are true and
correct and incorporated herein by this reference, and further agree as follows:
ARTICLE 1 - DEMISE OF LEASED PREMISES
Section 1.1 Leased Premises. Landlord, for and in consideration of the rents,
covenants and conditions herein set forth, does hereby lease the Leased Premises to
Tenant, and Tenant does hereby lease the Leased Premises from Landlord, subject
to the terms, conditions and provisions hereof.
ARTICLE 2 - LEASE TERM
Section 2.1 Lease Term. The term (the "Term") of this Lease shall commence
on the date hereof (the "Commencement Date") and terminate on the earlier to
occur of (i) sixty (60) months following the Commencement Date, or (ii) ten (10)
days following the date that Tenant is able to fully relocate all of the existing
facilities currently maintained by Tenant on the Leased Premises to an alternative
location selected by Tenant.
Section 2.2 End of Term. Upon the termination of this Lease, whether by
expiration, default, eviction, or otherwise, the Leased Premises, shall, be free and
clear of all claims to or against them by Tenant or any third person claiming by
through or under Tenant, and free and clear of all liens, security interests, and
encumbrances arising by, through or under Tenant. At the expiration or earlier
termination of this Lease, all alterations, improvements, additions and utility
installations constructed on the Leased Premises, shall become the property of
Landlord and. remain upon and be surrendered with the Leased Premises on the
date of termination or expiration of this Lease.
ARTICLE 3 - RENT, TAXES AND UTILITIES
Section 3.1 Rent. Commencing on the Commencement Date, Tenant agrees to
pay Landlord, for the use and occupancy of the Leased Premises, base annual rent
("Base Annual Rent") in an amount equal to the rent due and payable under the
terms of the Master Lease, which rent shall be payable in accordance with the
terms of the Master Lease, together with sales tax, if any, due in connection
therewith. All such Base Annual Rent shall be paid to Landlord in legal tender of
the United States at the address to which notices to Landlord are to be given or to
such other party or to such other address as Landlord shall designate from time to
time by written notice to Tenant.
Section 3.2 Taxes. From and after the Commencement Date, Tenant shall pay
or cause to be paid as additional rent hereunder, all real and personal property
2PwiC A.
4 4
3
taxes levied on or assessed against the Leased Premised. Tenant shall make all
such payments directly to the appropriate charging or taxing authority before
delinquency and before any fine, interest, or penalty shall become due or be imposed
by operation of law for their nonpayment, or at such earlier time as required by the
Master Lease.
Section 3.3 Utilities. From and after the Commencement Date, Tenant shall
pay, when due and payable, all charges for water, heat, gas, electricity, cable, trash
disposal, sewers and any and all other utilities used upon the Leased Premises
throughout the Term. Tenant shall be responsible for all utility deposits, if any.
ARTICLE 4 - - USE OF PREMISES
Section 4.1 Permitted Use. Tenant shall not be permitted to use the Leased
Premises except in a manner consistent with its current use as a not -for -profit
shelter for the homeless and any other uses similar in nature to its existing use, in
accordance with all applicable laws.
Section 4.2 Hazardous Materials.
Section 4.2.1 Definitions. "Hazardous Materials" shall mean any material,
substance or waste that is or has the characteristic of being hazardous, toxic,
ignitable, reactive or corrosive, including, without limitation, petroleum, PCBs,
asbestos, materials known to cause cancer or reproductive problems and those
materials, substances and/or wastes, including infectious waste, medical waste, and
4 SEOPW / CRA
02- 44
b potentially infectious biomedical waste, which are or later become regulated by any
local governmental authority or the United States Government, including, but not
limited to, substances defined as "hazardous substances," "hazardous materials,"
"toxic substances" or "hazardous wastes" in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601;
the Hazardous Materials Transportation Act, 49 U.S.C. §1801, the Resource
Conservation and Recovery Act, 42 U.S.C. §6901; all corresponding and related local
statutes, ordinances and regulations, including without limitation any dealing with
underground storage tanks; and in any other environmental law, regulation or
ordinance now existing or hereinafter enacted (collectively, "Hazardous Materials
Laws").
Section 4.2.2 Use of Premises by Tenant. Tenant hereby agrees that
Tenant and Tenant's officers, directors, employees, representatives, agents,
contractors, subcontractors, successors, assigns, licensees, sub -licensees,
concessionaires, invitees and any other occupants of the Leased Premises (for
purpose of this Section, referred to collectively herein as "Tenant Representatives")
shall not use, generate, manufacture, refine, produce, process, store or dispose of,
on, under or about the Leased Premises or transport to or from the Leased Premises
in the future for the purpose of generating, manufacturing, refining, producing,
storing, handling, transferring, processing or transporting Hazardous Materials,
except in compliance with all applicable Hazardous Materials Laws. Furthermore,
Tenant shall, at its own expense, procure, maintain in effect and comply with all
SE®PW / CRA
5 02- 44
';. ;, (...,it
10
conditions of any and all permits, licenses and other governmental and regulatory
approvals required for the storage or use by Tenant or any of Tenant's
Representatives of any Hazardous Materials on the Leased Premises, including
without limitation, discharge of (appropriately treated) materials or wastes into or
through any sanitary sewer serving the Leased Premises.
Section 4.2.3 Notice of Hazardous Materials Matters. Each party
hereto (for purposes of this Section, "Notifying Party") shall immediately notify the
other party (the "Notice Recipient") in writing of: (a) any enforcement, clean-up,
removal or other governmental or regulatory action instituted, contemplated or
threatened concerning the Leased Premises pursuant to any Hazardous Materials
Laws; (b) any claim made or threatened by any person against the Notifying Party
or the Leased Premises relating to damage contribution, cost recovery,
compensation, loss or injury resulting from or claimed to result from any Hazardous
Materials on or about the Leased Premises; and (c) any reports made to any
environmental agency arising out of or in connection with any Hazardous Materials
in or removed from the Leased Premises including any complaints, notices,
warnings or asserted violations in connection therewith, all upon receipt by the
Notifying Party of actual knowledge of any of the foregoing matters. Notifying Party
shall also supply to Notice Recipient as promptly as possible, and in any event
within five (5) business days after Notifying Party first receives or sends the same,
copies of all claims, reports, complaints, notices, warnings or asserted violations
relating in any way to the Leased Premises or Tenant's use thereof.
SE®PW / CRA
6 02- 44
Section 4.2.4 Indemnification by Tenant. Tenant shall indemnify,
defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord,
and each of Landlord's partners (if applicable), employees, agents, attorneys,
shareholders, officers, directors, trustees, successors and assigns (collectively,
Landlord together with all of such persons and entities are hereinafter referred to
as the "Indemnified Parties"), free and harmless from and against any and all
claims, actions, causes of action, liabilities, penalties, forfeitures, damages, losses or
expenses (including, without limitation, attorneys' fees and costs through litigation
and all appeals) or death of or injury to any person or damage to any property
whatsoever, arising from or caused in whole or in part, directly or indirectly by (a)
any contamination resulting from any act or omission of Tenant or Tenant's
Representatives (b) Tenant's failure to comply with any Hazardous Materials Laws
with respect to the Leased Premises, or (c) a breach of any covenant, warranty or
representation of Tenant under this Section. Tenant's obligations hereunder shall
include, without limitation, and whether foreseeable or unforeseeable, all costs of
any required or necessary repair, clean-up or detoxification or decontamination of
the Leased Premises, and the preparation and implementation of any closure,
remedial action or other required plans in connection therewith. For purposes of the
indemnity provisions hereof, any acts or omissions of Tenant, or Tenant
Representatives (whether or not they are negligent, intentional, willful or unlawful)
shall be strictly attributable to Tenant. The foregoing indemnity shall survive the
expiration or sooner termination of this Lease and shall extend to conditions
SE®PW/CRA
7 02-- 44
aA
M
attributable to Tenant and Tenant Representatives prior to the commencement of
the Lease Term.
ARTICLE 5 - MAINTENANCE
Section 5.1 Tenant shall be solely responsible for all aspects of the
management, operation, maintenance and repair of the Leased Premises. At all
W times Tenant shall maintain the Leased Premises in good condition, including,
without limitation all portions of the buildings and improvements, all electrical
equipment, plumbing, heating, ventilating, air conditioning, sprinkler, life safety,
security, fire alarm and other systems, equipment, furnishings and fixtures (interior
and exterior, structural and nonstructural, foreseen and unforeseen) similar in
fashion to the manner Tenant has previously maintained the Leased Premises. At
all times Tenant shall maintain the Leased Premises in compliance with all
applicable city, county, state and federal laws.
Section 5.2 Tenant shall pay all costs and expenses of every kind and nature in
connection with the management, operation, maintenance and repair of the Leased
Premises, including, without limitation, the following:
Section 5.2.1 All costs and expenses associated with the maintenance,
repair and replacement, refurbishment and redecorating of any and all portions of
the buildings and improvements and all electrical equipment, plumbing, heating,
ventilating, air conditioning, sprinkler, life safety, security, fire alarm and other
SEOPW/CRA
8 02- 44
4-�. (,..o-
systems, equipment, furnishings and fixtures (interior and exterior, structural and
nonstructural, foreseen and unforeseen).
Section 5.2.2 All costs and expenses associated with complying all
applicable rules and regulations of zoning authorities and all other authorities
14 having jurisdiction over the Leased Premises, including without limitation,
compliance with the Americans With Disabilities Act, Environmental Laws, and the
Florida Accessibility Code.
ARTICLE 6 - RIGHT OF ENTRY
A Section 6.1 Right of Entry. Landlord, or any of his agents, shall have the
right, on not less than 24 hours advanced notice (except in the case of an emergency
when no notice shall be required), to enter the Leased Premises during all
reasonable hours to examine the same.
ARTICLE 7 - GOVERNMENTAL REGULATIONS
Section 7.1 Governmental Regulations. Tenant agrees to fully comply with
all municipal, county, state and federal laws, ordinances, rules, regulations,
standards and guidelines of any governmental entity, agency or authority having
jurisdiction over the Leased Premises or Tenant's use of the Leased Premises,
including without limitation, the Americans with Disabilities Act. Tenant shall pay
all costs and expenses, and shall reimburse, indemnify, and hold harmless Landlord
for and against any and all costs and expenses incurred by Landlord (including,
A
SEDPW / CRA
02- 44
without limitation, any and all fines, civil penalties, damages, and attorneys' fees
and expenses) in connection with any non-compliance with any applicable laws,
including without limitation, in connection with any alterations, modifications,
renovations, or accommodations required to be made to the Leased Premises or the
buildings pursuant to the Americans with Disabilities Act or the Florida
Accessibility Code, as amended from time to time, and any regulations now or
hereafter promulgated pursuant thereto (or any violation of the aforesaid law and
regulations), as a result of the use or occupancy of the Leased Premises by Tenant,
its employees, agents and invitees. Tenant represents and warrants to Landlord
that it has obtained all permits and licenses required to conduct the type of
11g business which it intends to conduct in the Leased Premises.
ARTICLE 8 - LIEN
Section 8.1 Tenant agrees to pay all liens of contractors, subcontractors,
mechanics, laborers, materialmen, and other items of like character, and agrees not
to permit any mechanic's liens or other liens to be placed upon the Leased Premises
or the buildings, and indemnify Landlord against all expenses, costs and charges of
whatever nature, including bond premiums for release of liens and attorneys' fees
and costs reasonably incurred by Landlord as a result of the filing of any such liens,
judgments, or encumbrances caused or suffered by Tenant. If any such lien is made
or filed, Tenant shall bond against or discharge the same within thirty (30) days
after the same has been made or filed. In the event any such lien is filed with
respect to the Leased Premises, then, in addition to any other rights or remedies of
10 SEOPW/ CR A
02- 44
L, (".r
Landlord, Landlord, may, but shall not be obligated to, discharge same. The
expenses, costs and charges above referred to shall be considered as rent due and
shall be included in any lien for rent.
Section 8.2 The Tenant shall not have any authority to create any liens for
labor or material in the Landlord's interest in the Leased Premises and all persons
contracting with the Tenant for the demolition or removal of any facilities or other
improvements or for the erection, installation, alteration, or repair of any facilities
or other improvements on or about the Premises, and all materialmen, contractors,
mechanics, and laborers, are hereby charged with notice that they must look only to
the Tenant and to the Tenant's interest in the Leased Premises to secure the
payment of any bill for work done or material furnished at the request or
instruction of Tenant.
ARTICLE 9 - INDEMNIFICATION
Section 9.1 Tenant, at all times, will defend, indemnify and keep harmless
Landlord from all losses, damages, liabilities and expenses, including reasonable
attorneys' fees and costs (including fees on appeal and in bankruptcy or insolvency
proceedings), which may arise or be claimed against Landlord and be in favor of any
persons, firms or corporations, for any injuries or damages to the person or property
of any persons, firms or corporations, consequent upon or arising from the use or
occupancy of the Leased Premises by Tenant, or consequent upon or arising from
any acts, omissions, neglect or fault of Tenant, its agents, servants, employees,
SEOPW/CRA
�� ®2- 44
M
licensees, visitors, customers, patrons or invitees, or consequent upon or arising
from Tenant's failure to comply with any laws, statutes, ordinances, codes or
regulations as herein provided. Landlord shall not be liable to Tenant for any
damages, losses or injuries to the persons or property of Tenant which may be
caused by the acts, neglect, omissions or faults of any persons, firms or corporations,
except when such injury, loss or damage results from the gross negligence or
intentional misconduct of Landlord, its agents or employees. Tenant will defend,
indemnify and hold harmless Landlord from all damages, liabilities, losses, injuries,
or expenses, including reasonable attorneys' fees and costs (including fees on appeal
and in bankruptcy or insolvency proceedings), which may arise or be claimed
4k against Landlord and in favor of any persons, firms or corporations, for any injuries
or damages to the person or property of any persons, firms, or corporations, where
said injuries or damages arose about or upon the Leased Premises, as a result of the
negligence of Tenant, its agents, employees, servants, licensees, visitors, customers,
patrons or invitees. All personal property placed or moved into the Leased
Premises shall be at the risk of the Tenant or the owner thereof, and Landlord shall
not be liable to Tenant for any damage to said personal property.
Section 9.2 If Landlord is made a party to any litigation commenced against
Tenant, then Tenant shall protect and hold Landlord harmless from and against
and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by
Landlord in connection with such litigation (including fees on appeal and in
bankruptcy or insolvency proceedings).
12 SEOPW / CRA
02 44
r
a
Section 9.3 Landlord and Landlord's agents and employees shall not be liable
for any injury or damage to persons or property caused by the Leased Premises or
other portions of the buildings becoming out of repair or by latent defects or other
defects in or failure of pipes, plumbing, appliances or wiring, or by the backing up of
drains, or falling plaster, glass, tile or sheetrock, or by gas, water, steam, electricity,
oil, or rain leaking, escaping or flowing into the Leased Premises, or fire or
explosion. Tenant shall give prompt written notice to Landlord of any casualty or
10 accident on or about the Leased Premises.
ARTICLE 10 - SURRENDER
Section 10.1 Tenant agrees to surrender to Landlord, at the end of the Term
and/or upon any cancellation 'of this Lease, the Leased Premises in as good
condition as the Leased Premises were at the beginning of the Term, ordinary wear
and tear excepted. Tenant agrees that if Tenant does not surrender the Leased
Premises to Landlord at the end of the Term then Tenant will pay to Landlord all
damages and expenses (including, without limitation, reasonable attorneys' fees
and costs) that Landlord may suffer on account of Tenant's failure to so surrender to
Landlord possession of the Leased Premises, and will indemnify and save Landlord
harmless from and against all claims made by any persons, firms or entities,
including but not limited to the succeeding tenant of the Leased Premises, against
Landlord on account of delay of Landlord in delivering possession of the Leased
Premises to the succeeding tenant so far as such delay is occasioned by failure of
Tenant to so surrender the Leased Premises in accordance herewith or otherwise.
SEOpW / CRA
13 02- 44
Ma
R In addition to and without limiting the foregoing, in the event of holding over by
Tenant after expiration or termination of this Lease without the written consent of
rt Landlord, Tenant shall pay $25,000 per month as rent for the entire holdover
period.
Section 10.2 No receipt of money by Landlord from Tenant after termination of
this Lease or the service of any notice of commencement of any suit or final
judgment for possession shall reinstate, continue or extend the term of this Lease or
affect any such notice, demand, suit or judgment.
Section 10.3 No act or thing done by Landlord or its agents during the Term
shall be deemed an acceptance of a surrender of the Leased Premises and no
agreement to accept a surrender of the Leased Premises shall be valid unless it be
made in writing and subscribed by a duly authorized officer or agent of Landlord.
ARTICLE 11- INSURANCE
Section 11.1 At Tenant's sole cost and expense, the Tenant shall procure and
maintain throughout the Term (and any extensions thereof) for the protection of
Landlord and Tenant, as their interests may appear, Commercial General Liability
insurance on a coverage form at least as broad as the most recent edition of the
standard Commercial General Liability Coverage Form (CG0001) published by ISO
Commercial Risk Services, Inc., naming the Landlord, using an endorsement form
at least as broad as the most recent edition of Additional Insured -Managers or
Lessors of Premises Endorsement Form (CG2011) as published by ISO Commercial
14 SLOPW/CRA
02- 44
Risk Services, Inc. The limits of such insurance shall be no less than: Five Million
Dollars ($5,000,000) each occurrence; Five Million Dollars ($5,000,000) general
aggregate; Five Million Dollars ($5,000,000) products/completed operations
aggregate; Five Million Dollars ($5,000,000) personal injury and advertising injury;
Fifty Thousand Dollars ($50,000) fire damage (any one fire); and Five Thousand
Dollars ($5,000) medical expense (any one person); covering bodily injury, personal
injury and property damage liability occasioned by or arising out of or in connection
with the use, operation and occupancy of the Leased Premises. Such Commercial
General Liability insurance policy shall cover events that occur during the policy
period regardless of when the claim is made. The insurance shall be primary
insurance to any other insurance that may be available to Landlord. Any other
insurance available to Landlord shall be non-contributing with and excess to the
foregoing insurance.
Section 11.2 At Tenant's sole cost and expense, Tenant shall also maintain
during the Term (and any extensions thereof) for the protection of Landlord and
Tenant, as their interests may appear, the following insurance having at least the
following limits: (i) workers' compensation, as required by state law; (ii) employer's
liability insurance - bodily injury, $250,000 each accident; bodily injury by disease,
$250,000 each employee and $250,000 policy limit; and (iii) fire and extended
coverage property insurance insuring the buildings, Tenant's business, personal
property and improvements including removable trade fixtures located on the
Leased Premises, and Tenant's interest in the improvements and betterments to the
SE®PW/CRA
15 02- 44
Im
Leased Premises against direct risk of loss, providing for limits of coverage equal to
100% of the current replacement cost value of such property, on coverage forms at
least as broad as the most recent editions of the standard Building and Personal
' Property Coverage Form (CP0010), Boiler and Machinery Coverage Form
M
(BM0025), Causes of Loss Special Form (CP1030), and Sprinkler Leakage -
Earthquake Extension (CP1039), all as published by ISO Commercial Risk Services,
Inc.
Section 11.3 Prior to the Commencement Date, Tenant shall provide Landlord
with the original policies evidencing the required insurance coverage, together with
a copy of the actual additional insured endorsement issued onto the Commercial
General Liability policy, naming the Landlord as an additional insured. The
carriers providing the insurance coverage, shall be obligated to provide the Landlord
with thirty days' advance written notice of any cancellation, material change or
non -renewal of the insurance coverage, and the certificates evidencing such
insurance shall so provide. Tenant shall provide renewal certificates to Landlord at
least thirty (30) days prior to expiration of such policies. All insurance required
hereunder shall be provided by companies that have a general policy holder's rating
of not less than "A" and a financial rating of not less than Class "X" in the most
current edition of Best's Insurance Reports, and shall otherwise be in a form
acceptable to Landlord.
Section 11.4 Notwithstanding anything to the contrary herein, to the extent of
insurance proceeds received by it with respect to any loss, Landlord and Tenant
16 SEOPW/CRA
02 - 44
hereby waive any right of recovery against the other for any loss or damage
sustained by it with respect to the buildings, the Leased Premises, any of their
contents thereof, or operations therein, whether or not such loss or damage is
caused by the fault or negligence of the other party. Tenant shall obtain from its
insurance carriers under policies of insurance relating to the buildings or the
Leased Premises and maintained by it at any time during the Term a waiver of all
40
rights of subrogation which the insurer of Tenant has or may have against the
0
Landlord, and Tenant shall indemnify and hold harmless the Landlord from and
against any claim, loss or expense, including, without limitation, reasonable
attorneys' fees, resulting from the failure of Tenant to obtain such waiver.
Section 11.5 If, because of Tenant's failure to comply with any of the foregoing
provisions, Landlord is deemed a co-insurer by its insurance carriers, then any
losses, expenses or damages which Landlord shall incur by reason thereof,
including, without limitation, attorneys' fees and costs, shall be borne by Tenant,
shall be due and payable to Landlord on demand, shall bear interest at the
maximum legal rate permitted by law from the date of demand until paid in full,
and shall be considered additional rent hereunder. Tenant acknowledges that
Landlord makes no representation that the limits of coverage which Tenant is
required to maintain hereunder are adequate to protect Tenant, and Tenant agrees,
at Tenant's expense, to obtain and maintain such insurance, with such coverage
limits, as Tenant deems adequate to fully cover the types of losses set forth in this
Article 11, as well as such additional insurance as Tenant deems advisable. If
SEOPW/CRA
17
02-- 44
Tenant fails to procure and maintain the insurance required hereunder, Landlord
may, but shall not be obligated to, procure such insurance at Tenant's expense and
Tenant shall reimburse Landlord on demand for all costs, expenses and premiums,
including, without limitation, attorneys' fees, incurred by it in connection therewith,
together with interest thereon at the maximum rate permitted by law, from the
date of demand until paid in full, such amounts to be deemed additional rent
hereunder.
ARTICLE 12 - FIRE OR OTHER CASUALTY
Section 12.1 If the buildings shall be so damaged that substantial alteration or
reconstruction of the buildings shall, in Landlord's sole opinion, be required,
Landlord may, at its option, terminate this Lease by notifying Tenant in writing of
such termination within thirty (30) days after the date of such damage. In such
event the insurance proceeds shall be payable to Landlord.
Section 12.2 If Landlord does not elect to terminate this Lease, Tenant shall
have the option of terminating this Lease by written notice to Landlord within
thirty (30) days after the date of such damage or commence and proceed with
reasonable diligence to restore the buildings to substantially the same condition in
which it was immediately prior to the happening of the casualty. If Tenant elect not
to restore the Leased Premises, the insurance proceeds shall be paid to Landlord.
BECPWICRA
18 02— 44
Section 12.3 All costs and expenses for reconstruction of the buildings and the
Leased Premises shall be borne by Tenant, and Landlord shall make the insurance
proceeds available for reconstruction.
Section 12.4 If the Leased Premises or any other portion of the buildings are
damaged by fire or other casualty, the rent hereunder shall not be diminished
during the repair of such damage and Tenant shall be liable for the cost of the
repair and restoration of the buildings to the extent such cost and expense is not
covered by Tenant's insurance proceeds.
ARTICLE 13 - QUIET POSSESSION
Section 13.1 Upon payment by Tenant of the rents herein provided, and upon
the observance and performance of all terms, provisions, covenants and conditions
on Tenant's part to be observed and performed, Tenant shall, subject to all of the
terms, provisions, covenants and conditions of this Lease, peaceably and quietly
hold and enjoy the Leased Premises for the Term against all persons claiming by,
through or under Landlord.
ARTICLE 14 - NET LEASE
Section 14.1 This Lease is what is commonly called a "Net, Net, Net Lease" or
"Triple -Net Lease", it being understood that Landlord shall receive the rent, and
additional rent, set forth in this Lease free and clear of any and all other
impositions, taxes, liens, charges or expenses of any nature whatsoever, and
We]
SEOPW/CRA
0 2 - 44
without any deductions therefrom, in connection with the ownership of the Leased
Premises and Tenant's use, maintenance and operation of the Leased Premises and
the buildings, except for State and/or Federal income taxes now or hereafter
imposed upon the payments received by Landlord.
ARTICLE 15 - RADON GAS
Section 15.1 Tenant is hereby advised that radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be obtained
from your county public health unit.
ARTICLE 16 - BROKER
Section 16.1 Tenant represents and warrants to Landlord that no broker
rendered services in connection with this transaction. Tenant shall defend,
indemnify and hold Landlord harmless from and against any damages, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees and
disbursements) arising from or in connection with any claims for fees or
compensation made by any other broker or finder in connection with this
transaction.
SEOPW/CRA
20 02- 44
ARTICLE 17 - RELATIONSHIP OF PARTIES
Section 17.1 Nothing contained in this Lease shall be deemed or construed by
the parties hereto, nor by any third party, as creating the relationship of principal
and agent, or of partnership, or of joint venture, between the parties hereto, it being
understood and agreed that neither the method of computation of rent, nor any
other provision contained herein, nor any acts of the parties herein, shall be deemed
to create any relationship between the parties hereto other than the relationship of
Landlord and Tenant.
ARTICLE 18 - CONDEMNATION
Section 18.1 Interest of Parties on Condemnation. If the Leased Premises
or any part thereof shall be taken by condemnation as a result of any action or
proceeding in eminent domain, or shall be transferred in lieu of condemnation to
any authority entitled to exercise the power of eminent domain, the interests of
Landlord and Tenant in the award or consideration for such transfer, and the
allocation of the award and the other effects of the taking or transfer upon this
Lease, shall be as provided by this Section.
Section 18.2 Total Taking — Termination. If the entire Leased Premises is
taken or so transferred, this Lease and all right, title and interest hereunder shall
cease on the date title to such land so taken or transferred vests in the condemning
authority.
21
SEOPW/CRA,
02- 44
re
Section 18.3 . Partial Taking - Termination. In the event of the taking or
transfer of only a part of the Leased Premises, leaving the remainder of the Leased
Premises in such location, or in such form, shape or reduced size as to be not
effectively and practicably usable for the permitted uses described in Article 4
hereof, as determined by Tenant in its sole discretion, then this Lease and all right,
title and interest thereunder will be terminated on the date title to such land so
taken or transferred vests in the condemning authority.
Section 18.4 Partial Taking - Continuation. In the event of a taking or
transfer of only a part of the Leased Premises leaving the remainder thereof in such
location and in such form, shape or size as to be used effectively and practicably in
the sole discretion of Tenant, for the permitted uses described in Article 4 hereof,
this Lease shall terminate as to the portion of the Leased Premises so taken or
transferred as of the date title to such portion vests in the condemning authority,
but shall continue in full force and effect as to the portion of the Leased Premises
not so taken or transferred. In such event, the Base Annual Rent shall be adjusted
to the extent adjusted under the terms of the Master Lease.
Section 18.5 Allocation of Award. In the event of any such taking by the
exercise of the power of eminent domain, Landlord shall be entitled to damages in
the amount of the fair market value of the Leased Premises taken by the
condemning authority, and Tenant shall be entitled to make a separate claim only
for moving expenses and the value of its personal property so taken and Tenant
shall have no claim against Landlord for the value of an unexpired term of the
BEOPW/CRA
22 02- 44
Lease. In the event that the court having jurisdiction of the eminent domain
proceedings shall fail to make separate awards and judgments with respect to the
respective interests of Landlord and Tenant, and such amounts cannot be agreed
upon between the parties hereto, or there is a dispute, then such matters shall be
submitted to arbitration to be conducted in the Miami -Dade County, Florida, in
accordance with the then existing rules of the American Arbitration Association.
ARTICLE 19 - ASSIGNMENT AND SUBLEASE
Section 19.1 Tenant may not assign, transfer, sell or otherwise convey this Lease or
any interest of Tenant herein, in whole or in part, or sublet the whole or any part of
the Leased Premises or permit the Leased Premises or any part thereof to be used
or occupied by others, without the written consent of Landlord. Any purported
assignment or sublease shall be null and void. This provision shall not be deemed
or construed to prohibit the use of the Leased Premises as a homeless shelter as
currently used.
ARTICLE 20 - ADDITIONS. ALTERATIONS AND REMOVALS
Section 20.1 Tenant shall not make any structural alterations or improvements to
the Leased Premises without the prior written consent of Landlord, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant may
without Landlord's consent perform non-structural alterations or improvements to
the Leased Premises, subject to any limitations set forth in Article 6 of the Master
Lease. Any alterations or construction of improvements performed by Tenant
PAI
SEOPW / CR A
02- 44
hereunder shall be performed in a good, workmanlike manner and shall be
completed free of liens. In the event that a lien shall be filed against the Leased
Premises in connection with the construction of such improvements or alterations,
Tenant shall within thirty (30) days of the filing thereof cause such lien to be
removed and released or shall have same transferred to bond. In the event that
Tenant shall fail to cause the removal or transfer of such lien within such thirty (30)
day period, Landlord shall, but shall not be obligated to, release or transfer such
lien and Tenant shall upon demand pay to Landlord all sums paid by Landlord in
connection therewith.
ARTICLE 21 - PURCHASE OPTION
Section 21.1 Landlord hereby grants to Tenant and Tenant hereby accepts from
Landlord an option (the "Option") to purchase the Real Property and the Leasehold
Estate on the following terms and conditions:
(a) Term. The term and duration of the Option shall be for two (2)
years, extending from the Commencement Date hereof through and until 5:00 p.m.,
, 2002 (the "Option Term").
(b) Exercise of Option. Tenant may exercise its right to purchase
the Real Property and the Leasehold Estate pursuant to the terms of this Option at
any time during the Option Term in the event Tenant is unable to acquire an
alternative site acceptable to Tenant on terms and conditions acceptable to Tenant
during the Option Term for the relocation of the shelter currently operated on the
24
SEOPWICR.A
02-- 44
t�
Leased Premises by Tenant, by giving written notice thereof to Landlord stipulating
the closing date for the purchase of the Real Property and the Leasehold Estate,
which shall be thirty (30) days from the date of such notice.
(c) Purchase Price. The purchase price for the Real Property and
the Leasehold Estate shall be the purchase. price paid by Landlord to Tenant for the
Real Property and the Leasehold Estate pursuant to that certain Agreement dated
June _, 2000 by and between Landlord as purchaser and Tenant as seller (the
"Purchase Agreement") and Landlord shall transfer to Tenant all rights transferred
to Landlord by Tenant pursuant to the Purchase Agreement.
(d) Contract. Within ten (10) days of the exercise of the Option
Landlord and Tenant shall execute a purchase contract in the form of Exhibit "C"
attached hereto and made a part hereof.
ARTICLE 22 - DEFAULTS AND REMEDIES
Section 22.1 Defaults. The occurrence of any of the following events shall
constitute an "Event of Default":
Section 22.1.1 Attachment or Other Levy. The subjection of any right or
interest of Tenant in the Leased Premises, to attachment, execution or other levy,
or to seizure under legal process, if not released within thirty (30) days.
Section 22.1.2 Appointment of Receiver. The appointment of a receiver
to take possession of the Leased Premises, or of Tenant's interest in the leasehold
25
SEOPW/CRA
02- 44
M
EM
estate or of Tenant's operations on the Leased Premises, for any reason, which
appointment is not vacated within sixty (60) days.
Section 22.1.3 Insolvency: Bankruptcy. An assignment by Tenant for the
benefit of creditors, or the filing of a voluntary petition by Tenant or entry by a
' court of competent jurisdiction of a decree or order granting relief in an involuntary
case against Tenant, under any law for the purpose of adjudicating Tenant a
R bankrupt; or for extending time for payment, adjustment or satisfaction of Tenant's
liabilities; or reorganization, - dissolution, or arrangement on account of, or to
prevent bankruptcy or insolvency; unless, in case of such that are involuntary on
Tenant's part, such assignment(s), petitions or other proceedings, and all
consequent orders, adjudications, custodies and supervisions are dismissed, vacated
or terminated within sixty (60) days after the assignment, filing or other initial
event.
Section 22.1.4 Default in Payment of Performance Under this Lease.
Failure of Tenant to pay any installment of Base Annual Rent or any impositions or
other monetary obligations of any nature whatsoever required to be paid by Tenant
under this Lease when due and payable; or failure of Tenant to observe or perform
any of its other covenants, conditions or agreements under this Lease which is not
cured within thirty (30) days after written notice; or the breach of any warranties or
representations of Tenant under this Lease which is not cured within thirty (30)
days after written notice.
KNO
SE®PW / CRA
02- 44
Section 22.1.5 Default under Master Lease. The occurrence of any
default under the Master Lease.
Section 22.2 Remedies. Upon the occurrence of an Event of Default Landlord may
pursue all remedies available at law or in equity.
ARTICLE 23 - SUBORDINATION OF SUBLEASED PREMISES
Section 23.1 Subordination: This Lease, with respect to the Leasehold Estate,
shall be subject and subordinate to the Master Lease. With respect to the
Leasehold Estate, to the extent of any conflict between the terms and provisions
contained in this Lease and the terms and provisions contained in the Master
Lease, the terms and provisions contained in the Master Lease shall control.
Tenant acknowledges that it is responsible for all payments and other sums due
under the Master Lease.
Section 23.2 Incorporation of Terms: With respect to the Leasehold Estate,
the terms, conditions and limitations set forth in Articles 4, 5, 8, 9, 11, 12 and 13 of
the Master Lease are hereby incorporated into this Lease, except that
notwithstanding anything contained therein to the contrary, Tenant shall not be
entitled to any condemnation award for the value of the Leasehold Estate.
ARTICLE 24 - GENERAL PROVISIONS
Section 24.1 Tenant's Authority. Tenant and each individual signing this Lease
on behalf of Tenant represents and warrants that they are duly authorized to sign
27
SEOPW / CRA
02 - 44
E
on behalf of and to bind Tenant and that this Tenant is a duly authorized obligation
of Tenant. Upon the request of Tenant, Tenant shall provide to Landlord such
documentation evidencing such authority.
Section 24.2 Conditions and Covenants. All of the provisions of this Lease shall
be deemed as running with the land, and constructed to be "conditions" as well as
11 "covenants" as though the words specifically expressing or imparting covenants and
conditions were used in each separate provision.
Section 24.3 Survival of Indemnities. All representations, warranties and
indemnities of Tenant under this Lease shall survive the expiration or sooner
termination of this Lease.
Section 24.4 No Waiver of Breach. No failure by either Landlord or Tenant to
insist upon the strict performance by the other of any covenant, agreement, term or
condition of this Lease, or to exercise any right or remedy consequent upon a breach
v. thereof, shall constitute a waiver of any such breach or of such covenant,
agreement, term or condition. No waiver of any breach shall affect or alter this
Lease, but each and every covenant, condition, agreement and term of this Lease
shall continue in full force and effect with respect to any other then existing or
subsequent breach.
Section 24.5 Notices. Unless otherwise specifically provided in this Lease or by
law, any and all notices or other communications required or permitted by this
Lease or by law to be served on, given to, or delivered to any party to this Lease
M-*1
SEOPW /CR .A
02- 44
r
.4
shall he writing and shall be deemed duly served, given, delivered and received
when personally delivered (including confirmed overnight delivery service to the
party to whom it is directed), or in lieu of such personal delivery, when three (3)
business days have elapsed following deposit thereof in the United States mail,
first-class postage prepaid, certified, return receipt requested, addressed to:
LANDLORD: Southeast Overtown/Park West Community
Redevelopment Agency of the City of Miami
300 Biscayne Blvd., Suite 430
Miami, Florida 33131
Attn:. Robert Tyler
WITH A COPY TO: Holland & Knight, LLP
701 Brickell Avenue, Suite 3000
Miami, Florida 33131
Attn: William R. Bloom, Esq.
Tel: 305-789-7712
Fax: 305-789-7799
TENANT:
Either party may change its address for the purpose of this paragraph by giving
written notice of such change to the other party in the manner provided in its
paragraph.
29 SEOPW / CRA
02- 44
Section 24.6 Captions. Captions in this Lease are inserted for convenience of
reference only and do not define, describe or limit the scope or the intent of this
Ground Lease or any of the terms thereof.
Section 24.7 Entire Agreement. This Lease contains the entire agreement
between the parties regarding the subject matter hereof. Any oral or written
representations, agreements, understandings and/or statements not incorporated
herein shall be of no force and effect.
Section 24.8 Waivers and Amendments. No modification, waiver, amendment,
discharge or change of this Lease shall be valid unless the same is in writing and
signed by the party against which the enforcement of such modification, waiver,
amendment, discharge or change is or may be sought.
Section 24.9 Memorandum of Lease. Tenant and Landlord will promptly execute
duplicate originals of a memorandum of lease in the form attached hereto as Exhibit
"D", in recordable form that will constitute a short form of this Lease.
Section 24.10 Attorney's Fees. The prevailing party shall be entitled to
recover, in addition to all other items of recovery permitted by law, reasonable
attorneys' fees and costs incurred through litigation, bankruptcy proceedings and
all appeals and post -judgment proceedings.
Section 24.11 Time. Time is of the essence of each obligation of each party
hereunder.
30
SE®FW/CRA
02- 44
Section 24.12 Governing Law. This Lease shall be construed and enforced in
accordance with the laws of the State of Florida.
Section 24.13 Binding Effect. Subject to any provision of this Lease that
may prohibit or curtail assignment of any rights hereunder, this Lease shall bind
and inure to the benefit of the respective heirs, assigns, personal representatives,
and successors of the parties hereto.
Section 24.14 Severability. If any term, provision, covenant or condition of
this Lease is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
Section 24.15 Counterparts. This Lease may be executed in one or more
Counterparts, each of which shall be deemed an original and when taken together
will constitute one instrument.
ARTICLE 25 - SALE OR ENCUMBRANCE
Section 25.1 Sale or Encumbrance. During the term of this Lease,
Landlord covenants and agrees not to transfer all or any part of Landlord's interest
in the Real Estate and Leasehold Estate or encumber all or any portion of the Real
Estate and Leasehold Estate.
SEOPW/CR A
31
02- 44
r .-'o
IN WITNESS WHEREOF, this Lease has been executed on the respective
dates set forth below.
WITNESSES: LANDLORD:
SOUTHEAST OVERTOWN/PARK
WEST COMMUNITY
REDEVELOPMENT AGENCY OF
THE CITY OF MIAMI
MIA1 #945583 v5
By: _
Name:
Its:
TENANT
CHARITY UNLIMITED OF
FLORIDA, INC., a Florida not -for -
profit corporation
By:
Name:
Its:
SEOPW / CRA
32 02- 44
MIA1 #945583 v5
EXHIBIT "A"
LEGAL DESCRIPTION OF LEASED PREMISES
33
S'-CPW/CR,k
02- 44
AGREEMENT
THIS AGREEMENT is made and entered into this day of June, 2000,
by and between CHARITY UNLIMITED OF FLORIDA, INC., a Florida not -for -
profit corporation (the "Seller") and SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, a body
corporate and politic of the State of Florida (the "Purchaser").
WITNESSETH:
For and in consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the adequacy and receipt of
which are hereby acknowledged by the parties hereto, the parties agree, covenant
and contract as follows:
ARTICLE I
PROPERTY
1.1 The property to be sold, conveyed, assigned or otherwise transferred by
Seller to Purchaser at closing (hereinafter collectively called the "Property") consists
of the following:
1.1.1 all of that certain real property located in Miami -Dade County,
Florida, as more particularly described on Exhibit "A" attached hereto and
made a part hereof and all appurtenances belonging thereto, including any
and all riparian rights, accretions; rights, privileges and easements in any
way pertaining thereto, all right, title and interest of Seller in and to any
adjoining sidewalk and in and to any adjoining streets or alleyways
(collectively the "Land").
1.1.2 The buildings and improvements located on the Land (the
"Improvements").
1.1.3 All Seller's right, title and interest in and to that certain
Indenture (the "Ground Lease") between Susan C. Curry, as lessor and
Shepson, Inc., as lessee, dated May 1, 1945, creating a leasehold estate (the
"Leasehold Estate") with respect to Parcel 2 described on Exhibit "A."
ARTICLE II
DEPOSIT
2.1 Simultaneously with the execution of this Agreement, Purchaser shall
deliver to Holland & Knight, LLP as escrow agent (the "Escrow Agent"), the sum of
Ten Thousand Dollars ($10,000.00) (the "Deposit"). Upon receipt of Purchaser's tax
identification number, Escrow Agent shall invest the Deposit in an interest -bearing
account, certificate of deposit or repurchase agreement maintained with or issued
by a commercial bank or savings and loan association doing business in
SBOPW / CRA
02- 44
Miami -Dade County, Florida. All interest accrued or earned thereon shall be paid
or credited to Purchaser except in the event of default of Purchaser, in which event
the interest shall be disbursed to Seller, together with the Deposit as liquidated
damages.
ARTICLE III
PURCHASE PRICE
3.1 The purchase price ("Purchase Price") for the Property shall be an
amount equal to the appraised value (the "Appraised Value") of fee simple title to
Parcel 1 as described on Exhibit A and the Leasehold Estate in Parcel 2 as
described on Exhibit A, as determined by an 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.
$ approximately, in cash, subject to adjustment in
Appraised Value, accordance with Section 4.3 and subject to prorations and
Less the Deposit 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 in Parcel 2, free and clear of
all liens and encumbrances, except for the following:
(i) Ad valorem real estate taxes for 2000 and subsequent years.
SEOPW / CRA
2 02- 44
(ii) All applicable zoning ordinances and regulations.
(Ili) Matters set forth on Exhibit "B" attached hereto and made a
part hereof. (Items i, ii and iii are hereafter collectively referred to as the "Permitted
Exceptions").
4.2 Purchaser shall have thirty (30) days from the receipt of the Title
Commitment to review same and specifically object in writing to any particular
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 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 a Permitted Exception. Seller shall
utilize its best efforts to eliminate or cure any title defects raised by Purchaser on 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(s). In the event Seller is unable to
modify such unacceptable exceptions or to cure such title deficiencies prior to the
Closing Date, then Purchaser shall elect on the Closing Date to either cancel this
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 Sections 5.1 and 5.2 of this 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
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
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
Surveying in Florida set forth by the Florida Board of Land Surveyors pursuant to
Florida Statutes Section 472.027. The survey shall certify the square footage of
Parcel 1 and Parcel 2 to the nearest thousandth of an acre. The Purchase Price
shall be adjusted based upon the square footage of Parcel 1 as reflected in the
survey and the Appraised Value per square foot of Parcel 1 as reflected in the
3 SEOPW / CRA
02- 44
Appraisal. The 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 Subject to limitations of liability against Purchaser based upon
sovereign immunity, 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
4 SEOPW/CRA
02- 44
is not satisfied with the condition of the Property or any other matters with respect
to the Property, in Purchaser's sole discretion, on or prior to the expiration of the
Investigation Period, Purchaser shall have the option of either: (i) waiving the
condition and Closing in accordance with the terms of this Agreement without
reduction in the Purchase Price, or (ii) canceling this Agreement by written notice to
Seller given on or prior to the end of the Investigation Period, in which event the
Escrow Agent shall return the Deposit, together with the interest accrued thereon,
to Purchaser, whereupon the parties shall be released from- any further obligations
under this Agreement except for those obligations contained in Section 5.1 and 5.2.
k 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 and reports 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
SEOPW / CRA
5 02- 44
necessary to authorize the execution and fulfillment of this Agreement by
Seller has been taken.
6.1.2 This Agreement, when executed and delivered, will be a valid
and binding obligation of Seller, enforceable against Seller in accordance with
its terms.
6.1.3 Seller is not the subject of any proceeding or lawsuit, actual or
threatened, at law or in equity, nor is Seller now the subject of pending,
threatened or contemplated bankruptcy proceeding 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 1 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.
0
SEOPW/CRA
02- 44
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.
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
("RCRA!'), 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 seq., and any other federal, state or local statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to, or
imposing liability or standards of conduct concerning, any hazardous
substance. Seller has not received notice of any liens on the Property created,
permitted or imposed by any Environmental Laws. Seller has not received
notice of or is aware of any actual, asserted or threatened, liability or
obligation of the Seller, related to the Property, under any Environmental
Laws. Except as reflected in the Environmental Reports, no toxic or
hazardous substance, including without limitation, asbestos and the group of
organic compounds known as polychlorinated biphenyls has been generated,
treated, stored, or disposed of, or otherwise deposited in or located on, or
released on or to the Property, including, without limitation, the surface and
subsurface waters of the Property by Seller, or to the best of Seller's
knowledge, by any other party. Except as reflected in the Environmental
Reports, neither Seller, nor, to the best of Seller's knowledge, any other party
has engaged in any activity on the Property which has caused (A) the
Property to be a hazardous waste treatment, storage or disposal facility
within the meaning of or otherwise bring such Property within the ambit of
the RCRA, as amended, or any similar state law or local ordinance or other
Environmental Law, or (B) the discharge of pollutants or effluents into any
water source or system, or the discharge into the air of any emissions, which
require a permit under the Federal Water Pollution Act, 33 U.S.C. § 1251, et
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.
EOPW/CRA
7 02-- 44
6.1.13 No portion of the Property is being acquired by any
government authority in the exercise of its power to condemn or to acquire
through eminent domain or private purchase in lieu thereof nor, to the best of
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 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, except as reflected in Exhibit D.
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.
ARTICLE VIII
TECHNICAL ASSISTANCE
8.1 Purchaser covenants and agrees to 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. Purchaser agrees to provide Seller with an initial grant of
SEOPW/CR&
8 02- 44
$50,000 for this purpose. In addition, the Purchaser will provide technical
assistance to Seller in connection with the design documents for the new facility.
8.2 Seller and Purchaser shall execute a grant agreement, in form and
substance customarily utilized by Purchaser, pursuant to which Purchaser shall
make available $50,000 for the preparation of the design documents described in
Section 8.1. Any additional grants shall be subject to the approval of Purchaser's
Board of Directors.
8.3 Purchaser shall utilize its good faith efforts 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. Purchaser
and Seller, agree to form a committee of community lenders to facilitate the fund
raising activities for the relocation.
8.4 The provisions of Article 8 shall survive the Closing.
ARTICLE IX
LEASE
9.1 At Closing, Seller and Purchaser shall enter into a ground lease in the
form of Exhibit "E" attached hereto and made a part hereof (the "Lease"). The
Lease shall not be recorded in the public records, however a memorandum of lease
in the form of Exhibit "F" attached hereto and made a part hereof (the
"Memorandum") shall be recorded in the public records.
9.2 During the first two years of the term of the Lease the Purchaser
agrees not to alienate or encumber all or any portion of the Property.
ARTICLE X
CONDITIONS PRECEDENT TO CLOSING
10.1 Unless waived by Purchaser in writing, the obligation of Purchaser to
close is conditional upon satisfaction of the following conditions by the Closing Date:
10.1.1 All representations and warranties of Seller shall remain true
and correct as of Closing.
10.1.2 Seller shall have performed (or tendered performance of) all
material covenants, obligations, terms and provisions of this Agreement to be
performed by Seller.
10.2 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
7
BEOPW / CRA
02- 44
V
(ii) canceling this Agreement in which event the Escrow Agent shall return the
Deposit, together with interest accrued thereon to Purchaser and the parties shall
be released from any further obligations under this Agreement except for the
obligations under Sections 5.1 and 5.2 of this Agreement.
ARTICLE XI
CLOSING
11.1 The closing shall be at 10:00 A.M. Eastern Standard time forty-five
(45) days from the Effective Date (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.
11.2 Seller, at Seller's expense, shall deliver to Purchaser at closing:
11.2.1 A warranty deed, in recordable form, conveying Parcel 1
subject only to the Permitted Exceptions and such other exceptions waived by
Purchaser.
11.2.2 An assignment of all of Seller's right, title and interest in the
Ground Lease, in recordable form, which assignment shall include an
assumption of the obligations under the Ground Lease from and after the
Closing Date (the "Assignment").
11.2.3 The Lease.
11.2.4 A mechanic's lien, possession and gap affidavit and any other
such affidavits and documents as may be reasonably required by the Title
Company.
11.2.5 An assignment of general intangibles with respect to the
Property.
11.2.6 A certificate of non -foreign status, pursuant to Section 1455 of
the Internal Revenue Code.
11.2.7 The Estoppel letter.
11.2.8 The Memorandum.
11.2.9 Any additional documents required by the Title Company to
consummate this transaction.
11.3 Purchaser, at Purchaser's expense, shall deliver to Seller or cause to be
delivered to Seller at closing:
SEOPW/CRA
10 02- 44
11.3.1 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.
11.3.2 The Assignment.
11.3.3 The Lease.
11.3.4 The Memorandum
11.3.5 Any additional documents required by Purchaser's title
insurance company to consummate this transaction.
11.4 The following items shall be prorated and adjusted as of Midnight of
the day prior to the Closing Date or as otherwise provide herein:
11.4.1 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.
11.4.2 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.
11.4.3 Seller shall pay the State Documentary Stamps and Surtax
which is required to be affixed to the Warranty Deed and to the Assignment,
one-half the cost to record the Memorandum, and the cost to record any
corrective documents. The cost of recording the Warranty Deed, the cost for.
recording the Assignment, one-half the cost for recording the Memorandum,
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.
11.4.4 All insurance policies with respect to the Property shall be
cancelled on the Closing Date and not prorated.
11.4.5 All licenses and permit fees, costs and revenues and other
proratable items, including the rent under the Ground Lease, shall be
11
SEOPW / CRA
02- 44
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.
' ARTICLE XII
CONDEMNATION FIRE OR OTHER CASUALTY
12.1 Seller agrees to .give Purchaser prompt notice of any actual or
threatened condemnation or casualty of all or part of the Property, or any
appurtenance thereto, or of any actual, proposed or threatened modification or
termination of the current access to or from the Property.
12.2 If prior to the Closing there shall occur 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.
12.3 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.
12.4 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.
SEOPW/CRA
12 ®2- 44
ARTICLE XIII
STATUS OF THE PROPERTY
13.1 Between the Effective Date and the Closing Date Seller shall maintain
the Property in the same manner as currently maintained.
ARTICLE XIV
DUTIES OF ESCROW AGENT
The Deposit shall be held by the Escrow Agent, in trust, on the terms
hereinafter set forth:
14.1 If the Closing takes place under this Agreement, the Escrow Agent
shall deliver the Deposit thereon to Seller.
14.2 Subject to the provisions of Section 14.4 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.
14.3 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.
14.4 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
13 :�Ec ' ✓ r ` .
02-- 44
any dispute hereunder, concerning the Deposit and/or the cash to close or otherwise,
and Purchaser waives any right to object to same.
ARTICLE XV
DEFAULT
15.1 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
such breach by the Purchaser, whereupon the parties shall be released and relieved
of all other and further obligations or liabilities hereunder except for the liabilities
under Sections 5.1 and 5.2. It is agreed by the parties that such amount being paid
to Seller is a fair and reasonable measure of the damages which will be suffered by
Seller in the event of such default, the parties recognizing that Seller will, in such
event, have relinquished potential offers from other parties to purchase the
property, the parties recognizing that such occurrences cannot be subject to the
ascertainment of any exact amount of damages. Said liquidated and agreed upon
damages are, however, bona fide provisions for such and are not a penalty.
15.2 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 XVI
MISCELLANEOUS
16.1 Notices. All notices, consents, approvals, waivers and elections which
any party shall be required or shall desire to make or give under this Agreement
shall be in writing and shall be sufficiently made or given only when hand
delivered, telecopied, or mailed by certified mail, return receipt requested, with
proper postage affixed, addressed:
As to Seller: Charity Unlimited of Florida, Inc.
336 N.W. 5th Street
Miami, Florida 33131
Attention: Dale A. Simpson
Fax: 305-372-1402
14 SEOPW / CR. A
®2- 44
With copy to: J. Patrick Fitzgerald, P.A.
110 Merrick Way, Suite 3-B
Coral Gables, Florida 33134
Attention: J. Patrick Fitzgerald, Esq.
Fax: 305-443-6613
As to Purchaser: Community Redevelopment Agency
300 Biscayne Blvd., Suite 430
Miami, Florida 33131
Attn: Richard A. Judy, Esq.
N 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.
16.2 The validity of this Agreement and all of its terms or provisions, as
a. 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.
16.3 Time is of the essence with respect to all matters contained herein.
16.4 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.
16.5 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
15 SEOPW /CRA
02- 44
party to effectuate the terms and provisions of this Agreement and the transactions
contemplated herein.
16.6 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
m in such proceedings shall pay the costs and expenses incurred by the prevailing
party in such proceedings, including reasonable attorneys' fees and including any
and all costs and fees incurred on appeal of any lower court decision.
16.7 This Agreement constitutes the entire agreement of the parties and
the same may not be amended or modified orally. All understandings and
agreements heretofore had between the parties are merged in this Agreement which
alone fully and completely expresses their understanding.
16.8 Wherever used, the singular number shall include the plural and the
plural the singular and the use of any gender shall include the others.
16.9 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.
16.10 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.
16.11 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").
16.12 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.
16.13 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.
16.14 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.
SEOPW/CRA
16 02 - 44
16.15 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.
16.16 Purchaser may assign this Agreement without the express consent of
Seller.
16.17 PURCHASER AND SELLER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHTS THAT THEY
, MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BROUGHT
BY ANY PARTY BASED UPON, OR ARISING UNDER OR IN CONNECTION
WITH THIS AGREEMENT AND ANY DOCUMENTS EXECUTED IN
CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
PURCHASER OR SELLER ARISING IN CONNECTION WITH THIS
AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
SELLER AND PURCHASER ENTERING INTO THIS AGREEMENT.
SEOPW/CRA
17 02- 44
IN WITNESS WHEREOF, the parties have set their hands and respective
seals to be attached hereto on the day and year first above written.
Signed, sealed and delivered SELLER:
in the presence of:
CHARITY UNLIMITED OF FLORIDA,
a Florida not -for -profit corporation
MIAI #946577 v4
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:
IV
SEOPW/CRA
02- 44
RECEIPT
The undersigned Escrow Agent hereby acknowledges receipt of check in the
amount of Ten Thousand and No/100 Dollars ($10,000.00) to be held as the Deposit
pursuant to the foregoing Agreement.
Date Executed:
MIA1 #946577 v4
ESCROW AGENT:
HOLLAND & KNIGHT LLP
19
SEOPW / C'P, A
02- 44
Exhibit "A"
DESCRIPTION:
Parcel 1
Lots 1, 2 and 3, Block 43, CITY OF MIAMI, NORTH, according to the Plat thereof
as recorded in Plat Book B at Page 41 of the Public Records of Miami, Dade County,
Florida.
Parcel 2
Lots 19 and 20 of Block 43, CITY OF MIAMI, NORTH, according to the Plat thereof,
as recorded in Plat Book B at Page 41 of the Public Records of Miami -Dade County,
Florida.
MIA1 #946577 v4
20
SEOPW/CRA
02-- 44
Exhibit "B"
PERMITTED EXCEPTIONS
1. Terms and provisions of the Ground Lease.
2. Restrictions and easements contained on the Plat CITY OF MIAMI
according to the Plat thereof, recorded in Plat Book B at Page 41 of the
T Public Records of Miami -Dade County, Florida.
MIA1 #946577 v4
21 SEOPW / CRA
02- 44
AGREEMENT
THIS AGREEMENT is made and entered into this day of ,
w 200_, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, a body corporate and
politic of the State of Florida (the "Seller") and CHARITY UNLIMITED OF
FLORIDA, INC., a Florida not -for -profit corporation (the "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
4.4 and all riparian rights, accretions; rights, privileges and easements in any
way pertaining thereto, all right, title and interest of Seller in and to any
adjoining sidewalk and in and to any adjoining streets or alleyways
(collectively the "Land").
1.1.2 The buildings and improvements located on the Land (the
"Improvements").
1.1.3 All Seller's right, title and interest in and to that certain
Indenture (the "Ground Lease") between Susan C. Curry, as lessor and
Shepson, Inc., as lessee, dated May 1, 1945, creating a leasehold estate (the
"Leasehold Estate") with respect to Parcel 2 described on Exhibit "A."
ARTICLE II
DEPOSIT
2.1 Simultaneously with the execution of this Agreement, Purchaser shall
deliver to Holland & Knight, LLP as escrow agent (the "Escrow Agent"), the sum of
Ten Thousand Dollars ($10,000.00) (the "Deposit"). Upon receipt of Purchaser's tax
identification number, Escrow Agent shall invest the Deposit in an interest -bearing
account, certificate of deposit or repurchase agreement maintained with or issued
by a commercial bank or savings and loan association doing business in
SEOPW/CRA,
02- 44
0
Miami -Dade County, Florida. All interest accrued or earned thereon shall be paid
or credited to Purchaser except in the event of default of Purchaser, in which event
the interest shall be disbursed to Seller, together with the Deposit as liquidated
damages.
ARTICLE III
PURCHASE PRICE
3.1 The purchase price ("Purchase Price") for the Property shall be
$ 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.
$ approximately, in cash, to be paid by cashier's check or by
wire transfer of federal funds on the Closing Date, as
hereinafter defined.
$ Total
ARTICLE IV
TITLE
4.1 Within ten (10) days of the Effective Date Seller shall deliver
Purchaser 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 in Parcel 2, free and clear of
all liens and encumbrances, except for the following:
(i) Ad valorem real estate taxes for the year of closing and
subsequent years.
(ii) All applicable zoning ordinances and regulations.
(iii) Matters 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 ten (10) 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 the Title Commitment within
said ten (10) day period, then same shall be deemed waived and such condition of
SEOPW / CRA
2 02- 44
title or exception shall be deemed to constitute a Permitted Exception. Seller shall
utilize its best efforts to eliminate or cure any title defects raised by Purchaser on 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(s). In the event Seller is unable to
modify such unacceptable exceptions or to cure such title deficiencies prior to the
Closing Date, then Purchaser shall elect on the Closing Date to either cancel this
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 or Purchaser may waive the
objection to the condition of title and close hereunder without reduction of the
Purchase Price.
ARTICLE V
STATUS OF PROPERTY
5.1 Purchaser and Seller agree that the Property is being sold in "AS IS"
condition. Purchaser acknowledges and agrees that: "(i) it is purchasing the
Property on an "AS IS" basis based on its own independent investigation thereof;
(ii) that, except as expressly set forth in this Agreement, the Seller has not made
any warranties, representations or guaranties, expressed, implied or statutory,
written or oral, including , but not limited to, any implied warranty of
merchantability or fitness for any use or purpose, concerning the Property; and
(iii) that the Seller has not made any such warranties, representations or
guaranties with regard to any governmental limitation or restriction, or the absence
thereof, pertaining to the Property, or with regard to the physical condition of the
Property, including latent defects, environmental conditions or subsurface soil
conditions, the financial condition of the Property including, without limitation, the
cash flow, income and expenses of the Property. Purchaser agrees that the entire
risk as to the quality and performance of the Property is with the Purchaser.
Should the Property prove defective, in any manner, Purchaser and not Seller,
assumes the entire cost of all necessary repairs of such defects. Seller makes no
representations or warranties as to any land use controls or other laws, rules, and
regulations of any governmental agency having jurisdiction applicable to the
Property.
5.2 Except as set forth herein or in any of the instruments attached as
exhibits hereto, Seller makes no warranties or representations of any kind or
character, express or implied, with respect to the Property, its physical condition,
income to be derived therefrom or expenses to be incurred with respect thereto, or
its obligations or any other matter or thing relating to or affecting the same, and
there are no oral agreements, warranties or representations collateral to or
affecting the Property except as may otherwise be expressly set forth herein.
Except as specifically set forth herein or in any of the instruments attached as
3 SEOPW/CRA
02- 44
exhibits hereto, no person acting on behalf of Seller is authorized to make, and by
the execution hereof Purchaser hereby acknowledges that no person has made, any
representation, agreement, statement, warranty, guaranty or promise regarding the
Property, or the transaction contemplated herein, or regarding the Leases or the
zoning, construction, physical condition or other status of the Property, and no
representation, warranty, agreement, statement, guaranty or promise, if any, made
by any person acting on behalf of Seller which is not contained herein shall be valid
or binding upon Seller.
5.3 Except as expressly set forth in the Agreement, it is specifically
R understood and agreed that Seller makes no representation or warranty to
Purchaser concerning the physical or environmental condition of the Property.
From and after the closing, Purchaser waivers, releases, remises, acquits and
forever discharges Seller, its directors, officers, shareholders, employees, and
agents, and their respective heirs, successors, personal representatives and assigns,
of and from (a) all suits, causes.of action, legal or administrative proceedings, claims
and demands, in law and in equity, that Purchaser ever had, now has, at the closing
has or may hereafter have, and (b) all damages (actual, consequential and punitive),
losses, costs, liabilities, interest expense, attorneys' fees and expenses of whatever
kind and nature, in law or in equity, known or unknown, which Purchaser has
incurred now, at the date of the closing or at any time hereafter, in each case
arising out of or in any way connected with (directly or indirectly) the
environmental condition of the Property, including but not limited to the presence
now or in the future of any hazardous waste or material located on or under the
Property and the existence, now or in the future, of any conditions at or relating to
the Property which violate any laws, statutes, ordinances, orders, rules, regulations
or requirements of any federal, state and/or municipal government, or any agencies,
departments, boards and commissions thereof, whether now or hereafter in force,
applicable to the Property, or the use thereof and pertaining to environmental
regulation, contamination, remediation, clean-up or disclosure and any judicial or
administrative interpretation thereof. This provision shall survive the Closing.
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 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.
11
SEOPW/CR A
02- 44
6.1.2 This Agreement, when executed and delivered, will be a valid
and binding obligation of Seller, enforceable against Seller in accordance with
its terms.
6.1.3 Seller is not the subject of any proceeding or lawsuit, actual or
threatened, at law or in equity, nor is Seller now the subject of pending,
threatened or contemplated bankruptcy proceeding which might affect its
ability to sell the Property according to the terms hereof.
6.1.4 No portion of the Property is being acquired by any government
authority in the exercise of its power to condemn or to acquire through
eminent domain or private purchase in lieu thereof nor, to the best of Seller's
knowledge, are any of these proceedings or actions threatened or imminent.
6.1.5 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.
6.1.6 Seller represents and warrants that a true and correct copy of
the Ground Lease and all amendments thereto is attached hereto as Exhibit
T," and that the Ground Lease has not been modified or amended, except as
reflected in Exhibit C.
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.
SEOPW / CRA
5 02- 44
ARTICLE VIII
CONDITIONS PRECEDENT TO CLOSING
8.1 Unless waived by Purchaser in writing, the obligation of Purchaser to
close is conditional upon satisfaction of the following conditions by the Closing Date:
8.1.1 All representations and warranties of Seller shall remain true
and correct as of Closing.
8.1.2 Seller shall have performed (or tendered performance of) all
material covenants, obligations, terms and provisions of this Agreement to be
performed by Seller.
8.2In the event any of the foregoing conditions precedent to closing are not
satisfied by the Closing Date, then in such event Purchaser shall have the option of
(i) waiving the condition and closing in accordance with the other terms and
provisions of this Agreement without reduction to the Purchase Price, or
(ii) canceling this Agreement in which event the Escrow Agent shall return the
Deposit, together with interest accrued thereon to Purchaser and the parties shall
be released from any further obligations under this Agreement except for the
obligations under Sections 5.1 and 5.2 of this Agreement.
ARTICLE IX
CLOSING
9.1 The closing shall be at 10:00 A.M. Eastern Standard time thirty (30) days
from the Effective Date (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.
9.2 Seller, at Seller's expense, shall deliver to Purchaser at closing:
9.2.1 A special warranty deed, in recordable form, conveying Parcel
1 subject only to the Permitted Exceptions and such other exceptions waived
by Purchaser.
9.2.2 An assignment of all of Seller's right, title and interest in the
Ground Lease, in recordable form, which assignment shall include an
assumption of the obligations under the Ground Lease from and after the
Closing Date (the "Assignment").
9.2.3 A mechanic's lien, possession and gap affidavit and any other
such affidavits and documents as may be reasonably required by the Title
Company.
6 SEOPW/CRA
02- 44
t .�
LE
9.2.4 An assignment of general intangibles with respect to the
Property.
9.2.5 A certificate of non -foreign status, pursuant to Section 1455 of
the Internal Revenue Code.
9.2.6 Any additional documents required by the Title 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 The Assignment.
9.3.3 Any additional documents required by Purchaser's title
insurance company to consummate this transaction.
9.4 Seller shall pay the State Documentary Stamps and Surtax which is
required to be affixed to the Special Warranty Deed and to the Assignment, the cost
to record any corrective documents, the cost of recording the Special Warranty Deed
and the title insurance premium. 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.
ARTICLE X
CONDEMNATION. FIRE OR OTHER CASUALTY
10.1 Seller agrees to give Purchaser prompt notice of any actual or
threatened condemnation or casualty of all or part of the Property, or any
appurtenance thereto, or of any actual, proposed or threatened modification or
termination of the current access to or from the Property.
10.2 If prior to the Closing there shall occur 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 (i) damage to the Property
caused by fire or other casualty; then and in such event, Purchaser shall have no
7 SEOPWICRA
02- 44
e,0
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
DUTIES OF ESCROW AGENT
The Deposit shall be held by the Escrow Agent, in trust, on the terms
hereinafter set forth:
11.1 If the Closing takes place under this Agreement, the Escrow Agent
shall deliver the Deposit thereon to Seller.
11.2 Subject to the provisions of Section 11.4 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.
11.3 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.
11.4 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
8 SEOPW/CR .
02- 44
Escrow Agent shall have no further liability. Seller acknowledges that the Escrow
Agent is counsel to Seller 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 XII
DEFAULT
12.1 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
such breach by the Purchaser, whereupon the parties shall be released and relieved
of all other and further obligations or liabilities hereunder except for the liabilities
under Sections 5.1 and 5.2. It is agreed by the parties that such amount being paid
to Seller is a fair and reasonable measure of the damages which will be suffered by
Seller in the event of such default, the parties recognizing that Seller will, in such
event, have relinquished potential offers from other parties to purchase the
property, the parties recognizing that such occurrences cannot be subject to the
ascertainment of any exact amount of damages. Said liquidated and agreed upon
damages are, however, bona fide provisions for such and are not a penalty.
12.2 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 XIII
MISCELLANEOUS
13.1 Notices. All notices, consents, approvals, waivers and elections which
any party shall be required or shall desire to make or give under this Agreement
shall be in writing and shall be sufficiently made or given only when hand
delivered, telecopied, or mailed by certified mail, return receipt requested, with
proper postage affixed, addressed:
9 �F,OPW / CRA
02- 44
As to Seller: 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 to Purchaser: Charity Unlimited of Florida, Inc.
336 N.W. 5th Street
Miami, Florida 33131
Attention: Dale A. Simpson
Fax: 305-372-1402
With copy to: J. Patrick Fitzgerald, P.A.
110 Merrick Way, Suite 3-B
Coral Gables, Florida 33134
Attention: J. Patrick Fitzgerald, Esq.
Fax: 305-443-6613
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.
13.2 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.
13.3 Time is of the essence with respect to all matters contained herein.
13.4 Except as expressly stated in this Agreement to the contrary, any and
all covenants, warranties and representations made in this Agreement and all of
SEOPW / CRA
10 02-- 44
the terms and provisions contained in this Agreement shall not survive the Closing
and delivery and recording of the special warranty deed hereunder.
13.5 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
p party to effectuate the terms and provisions of this Agreement and the transactions
contemplated herein.
13.6 If any party shall institute legal proceedings against any other party
based upon a cause of action arising out of this Agreement, the non -prevailing party
in such proceedings shall pay the costs and expenses incurred by the prevailing
party in such proceedings, including reasonable attorneys' fees and including any
and all costs and fees incurred on appeal of any lower court decision.
13.7 This Agreement constitutes the entire agreement of the parties and
the same may not be amended or modified orally. All understandings and
agreements heretofore had between the parties are merged in this Agreement which
alone fully and completely expresses their understanding.
13.8 Wherever used, the singular number shall include the plural and the
plural the singular and the use of any gender shall include the others.
13.9 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.
13.10 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.
13.11 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").
13.12 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.
13.13 If this Agreement is not executed by Purchaser and Seller on or before
5:00 p.m. on , 2000, then the offer contained herein shall lapse and be
null and void and Escrow Agent shall return the Deposit to Purchaser.
3EOPW / CRA
11 02- 44
13.14 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.
13.15 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.
13.16 Purchaser may assign this Agreement without the express consent of
Seller.
13.17 PURCHASER AND SELLER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHTS THAT THEY
MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BROUGHT
BY ANY PARTY BASED UPON, OR ARISING UNDER OR IN CONNECTION
WITH THIS AGREEMENT AND ANY DOCUMENTS EXECUTED IN
CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
PURCHASER OR SELLER ARISING IN CONNECTION WITH THIS
AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
SELLER AND PURCHASER ENTERING INTO THIS AGREEMENT.
12 SEOPW l CFA
02.
IN WITNESS WHEREOF, the parties have set their hands and respective
seals to be attached hereto on the day and year first above written.
Signed, sealed and delivered SELLER:
in the presence of
MIA1 #950708 v2
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY OF MIAMI, a body corporate and
public of the State of Florida
By:
Name:
Its:
Date Executed:
PURCHASER:
CHARITY UNLIMITED OF FLORIDA,
a Florida not -for -profit corporation
By:
Name:
Its:
Date Executed:
13
SEOPW/CRA
02-- 44
I
RECEIPT
The undersigned Escrow Agent hereby acknowledges receipt of check in the
amount of Ten Thousand and No/100 Dollars ($10,000.00) to be held as the Deposit
pursuant to the foregoing Agreement.
Date Executed:
MIAI #950708 v2
ESCROW AGENT:
HOLLAND & KNIGHT LLP
14
SEOPW / CR.A.
02-- 44
I
Exhibit "A'
DESCRIPTION:
Parcel 1
Lots 1, 2 and 3, Block 43, CITY OF MIAMI, NORTH, according to the Plat thereof
as recorded in Plat Book B at Page 41 of the Public Records of Miami, Dade County,
Florida.
Parcel 2
Lots 19 and 20 of Block 43, CITY OF MIAMI, NORTH, according to the Plat thereof,
as recorded in Plat Book B at Page 41 of the Public Records of Miami -Dade County,
Florida.
MIA1 #950708 v2
SEOpw / CRA
15 02- 44
..4
Exhibit "B"
PERMITTED EXCEPTIONS
1. Terms and provisions of the Ground Lease.
2. Restrictions and easements contained on the Plat CITY OF MIAMI
according to the Plat thereof, recorded in Plat Book B at Page 41 of the
Public Records of Miami -Dade County, Florida.
3. Any matters of record arising prior to the date Seller acquired title to
the Property from Purchaser.
4. Any matters arising by, through or under Purchaser.
MIA1 #950708 v2
SEOPW / CRA
16
02- 44
Exhibit C
GROUND LESSOR ESTOPPEL CERTIFICATE
Southeast Overtown/Park West 2000
Community Redevelopment Agency
300 Biscayne Blvd., Suite 430
R Miami, Florida 33131
Attn: Richard A. Judy
ra
Re: Lots 19 and 20, Block 43 North, Plat Book "B", Page 41 of the City of Miami,
Florida (the "Property")
Ladies and Gentlemen:
The undersigned, Dorothea R. Ritter, Trustee, ("Lessor"), as lessor under that
certain Indenture (the "Lease"), dated May 1, 1945, originally between Susan C. Curry as
lessor and Shepson, Inc, as lessee, covering the Property therein described (the "Premises"),
hereby warrants, represents and certifies as follow, as of the date hereof:
The term of the Lease commenced on May 1, 1995, and expires on April 30, 2044.
There are no options to renew the term of the Lease.
2. Charity Unlimited of Florida, a not -for -profit corporation (the "Lessee") is the
„ current lessee under the Lease.
3. The current fixed rent under the Lease is $5,000.00 per annum, payable in quarterly
installments, and rent has been paid in full through 2000. No
additional rent or charge (including, without limitation, as applicable, taxes,
maintenance, operating expenses or otherwise) that has been billed to Lessee by
Lessor is overdue. There are no provisions for, and Lessor has no rights with respect
to, terminating the Lease or increasing the rent payable thereunder. The amount of
the security deposit presently held by Lessor under the Lease is $-0-.
4. The Lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way whatsoever, except, if at all, as described on
Exhibit A attached hereto and made a part hereof. There are no other agreements,
whether oral or written, between Lessee and Lessor concerning the Premises or the
Property except as set forth in the Lease. A true, correct and complete copy of the
Lease and all amendments, if any, with respect thereto is attached hereto as
Exhibit "A'.
5. Lessor has not delivered or received any notices of default under the Lease; to the
best knowledge of Lessor, there is no default by Lessee or Lessor under the Lease,
nor has any event or omission occurred which, with the giving of notice or the lapse
of time, or both, would constitute a default thereunder.
SEOPW / CWA
0?-- 44
I
Ana
I
SEOPW/CRA
09- 44
IT
}gym 3
. . ......... L
S
LAW
11
Sf,ol?W/CRA
0, - 44
11
Sf,ol?W/CRA
0, - 44
I
fS,
SEOPW/CRA
02- 44
SEOPW/CRA
02- 44
SEOPW / CRA.
02- 44
MAR 06 2002 9:59 AM FR Hr LAND & KNIGHT
93053724646 P.02i20
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made and entered into this _ day of
. 2002, by and between THOMAS R. POST ("Post"), THOMAS R. POST,
TRUSTEE ("Trustee") and SHLOMO YEMINY and AMY YEMINY ("Yeminy") (Post,
Trustee and Yeminy are collectively, the "Seller") and SOUTHEAST
OVERTOWN/PARK WEST. COMMUNITY REDEVELOPMENT AGENCY, 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
Approximately 77,355 square feet located in the City of Miami, Florida, as more
particularly shown 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 in and to any adjoining sidewalk and in and to any adjoining street or alley.
ARTICLE II
DEPOSIT
2.1 Within ten (10) days of the execution of this Agreement, Purchaser shall
deliver to Holland & Knight LLP, as escrow agent (the "Escrow Agent"); the sum of
Fifty Thousand and No/100 ($50,000.00) (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 Miami -Dade County,
Florida. All interest accrued or earned thereon shall be paid or credited to Purchaser
except in the event of default of Purchaser, in which event the interest shall be
disbursed to Seller, together with the Deposit as liquidated damages.
SEOPW / CRA
02- 44
ARTICLE III
PURCHASE PRICE
3.1 The purchase price ("Purchase Price") for the Property is One Million Five
Hundred Forty Seven Thousand One Hundred and No/100 Dollars ($1,547,100.00),
subject to adjustment and perorations as hereinafter provided. The Purchase Price shall
be paid to Seller as follows:
$ 50,000.00 being the Deposit, which sum shall be paid to Seller at
Closing.
$1,497,100.00 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.
$1,547,100.00 TOTAL PURCHASE PRICE
SEOPW / CRA
02- 44
:10:17r�M : 3053741St38-•
RCV �u p :°u!_`1n�vlllu,uu tail •.Ilan,._ Vvu ncltt_t t
M
WECEIV ED
LUMNI. A. 1 ttLk. uCs u iC*"rW4/1
I FAX TRANSMVMITTAL. 1
DATE: EE_6RU6RY 5. 2002
NUMBER OF PAGES: 1 (including cover)
TO: COMMISSIONER ARTHUR TEELE
250-5399 1 CITY HALL.
FAX NUMBER: 372•-4646 1 CRA
372-3716 1 D1R
FROM: EDIE LAQUER
FAX: (305) 374-1638 PHONE: (305) 374-6116
COPY TO:
DALE SIMP�SON FAX:()_ ,172-1402
FAX:C_)
FAX:(.�____)
0 FOR YOUR INFORMATION M AS REQUESTED
FOR YOUR REVIEW 0 HARD COPY BY MAIL
COMMENTS:
Arthur - Per our telephone conversation and my subsequent discussions with
Tom Post, we are now ready to proceed with the preparation of a purchase
contract for the acquisition, an behalf of the Camillus House, of all of Lot 54,
and on behalf of the YMCA, the noth 112 of Lot 67.
t have all of the data prepared that would be required for the preparation of
this contract (to a variety of entities held by Tom Post and also his partners,
S &A Yeminy) .
Please advise to whom 1 should provide this data (which attorney within the
CRA or otherwise). .-Alternatively, we could arrange for Dale Simpson's attorney,
Joel Minsker, to immediately prepare a contract.
Kindly advise how you would prefer to handle this, and what ,the name of the
buying entity would be for the purposes of the contract preparation. I look forward
to your call so that we may proceed forward. With thanks.
Should you have any problems with this transmission, please contact Patricia t305) 374 6116
LAQUER CORP0114TE REALTY GROUP, INC. SEOPW/CRA
ficvcrgal� Pizza G.+� drlckclt Ail nce • Sui'a 650 Miami, Florida 3313t-2403 •Tel (3D51 a�e.�+� • !- ,_ ) 9 44
d91:10 20 12 �eW
z•d
March 25, 2002
ITEM 7
MAJOR DISCUSSION
CAMILLUS HOUSE
BOARD SUBCOMMITTEE CHAIR ,
TOMAS REGALADO
SE®PW/C� P,x
02- 44
March 25, 2002
ITEM 11 E
EXECUTIVE REPORT
TECHNICAL ASSISTANCE TO 108 LOAN FOR CAMILLUS HOUSE
SEOPW/CRA _
02- 44
i 18
APPRAISAL OF
tTWO VACANT TRACTS OF LAND
LOCATED AT
' THE SOUTI- WEST QUADRANT
OF I-95 AND N.W. 7 STREET
low MIAMI, FLORIDA
Iwo PREPARED FOR
CITY OF MIAMI
COMMUNITY REDEVELOPMENT AGENCY
MIAMI, FLORIDA
DATE OF VALUE
i
December 18, 2001
PREPARED BY
INVESTORS RESEARCH ASSOCIATES, INC.
5730 S.W. 74 Street, Suite 100
South Miami, Florida 33143
investors research associates, inc. , real estate consultants
5730 s.w. 74 street, suite 100 and appraisers
south miami, fiorida 33143-5381 licensed real estate broker
telephone
305-665-3407
fax
305-665-4921
January 10, 2002
Commissioner Arthur E. Teele, Jr.
Chairman
Community Redevelopment Agency
300 Biscayne Boulevard Way
Miami, Florida 33131
Re: Two tracts of vacant land located at the southwest quadrant of I-95 and N.W. 7 Street,
Miami, Florida
Dear Commissioner Teele:
The attached complete appraisal prepared in a summary report format is being submitted
according to your request. This report contains the results of investigations and analyses made in
order to furnish an estimate of the market value of the property described herein.
This appraisal is intended to comply with the following: the Uniform Standards of Professional
Appraisal Practice (USPAP), as adopted by the Appraisal Standards of the Appraisal Foundation;
requirements of the Real Estate Appraisal Board of the Florida Department of Professional
Regulation; and the Code of Professional Ethics and the Standards of Professional Appraisal
Practice of the Appraisal Institute.
A Summary of Facts and Conclusions is provided in the front of the report, and a Certificate of
Value appears in the final section.
Respectfully submitted,
Z94� N. paw�
Edward N. Parker, MAI
State Certified General Real Estate Appraiser #0000144
I1"
SEOPW/CRA
0 4
SUMMARY OF FACTS AND CONCLUSIONS
The Assignment: To estimate the market value of the fee simple interest of
" the property described herein.
Property Location: The entire city block (Block 54 North) bounded by N.W.
7 Street on the north, N.W. 3 Court on the east, N.W. 6
Street on the south, and N.W. 4 Avenue on the west
AND the north half of the block (Block 67) immediately
to the south bounded by N.W. 4 Avenue on the west,
N.W. 6 Street on the north, and N.W. 3 Court on the
east. These two parcels are immediately west of I-95
within the City of Miami.
Property Description: Two rectangular shaped tracts. There is an abandoned
two-story apartment building of no value near the
northeast corner of Block 54 North. The balance of
Block 54 North and the entire north half of Block 67
North are vacant. Land area is as follows:
Block 54 North: Private ownership: 74,165 S.F.
Public alley: 6,408 S.F.
Total 80,573 S.F.
North half of Private ownership: 40,638 S.F.
Block 67: Public alley: 3,000 S.F.
Total 43,638 S.F.
Ownership: Various owners - see page 14
2001 Assessment:
Block 54 North: $161,696
Block 67 North (north half): $ 98,638
Total Assessment: $260,334
Zoning: R-4, Multifamily High Density Residential
C-1, Restricted Commercial
Highest and Best Use: Residential and Commercial
Market Value Conclusions: $2,485,000
Effective Date of Valuation: December 18, 2001
Appraiser: Edward N. Parker, MAI
5
SEOPW/CRA
02-
APPRAISAL REPORT
Prepared For:
Ms. Gloria Chanel
Senior Administrative Coordinator
Community Redevelopment Agency
City of Miami
300 Biscayne Boulevard Way
Suite 430
Miami, Florida 33131
Property Appraised:
Camilus House
Drug Rehabilitation and Homeless Shelter
726-32 NE 1 Avenue
Miami, Florida
Date of Valuation:
October 22, 2001
Date of Appraisal:
October 26, 2001
Prepared by:
Prestige Appraisal Services, Inc
2050 Coral Way #514
Miami, Florida
SEQPW / C" '\
02- 44
2
11
11
October 31, 2001
Gloria Chanel
Senior Administrative Coordinator
Community Redevelopment Agency
City of Miami
300 Biscayne Boulevard Way #430
Miami, Florida 33131
Dear Ms, Chanel,
As requested, we have personally inspected and appraised a portion of Camilus House, the
drug rehabilitation and homeless shelter located at 726-32 NE 1 Avenue, Miami, Florida for
the purpose of estimating its market value as of October 22, 2001.
It is our opinion and conclusion that the " AS IS" market value of the Fee Simple Interest
as of October 22, 2001: $1,200,000.
(One Million Two Hundred Thousand Dollars)
This transmittal letter is followed by our certification and by a Complete Self Contained
Appraisal Report. The complete report describes the subject property and contains the
reasoning and pertinent data leading to the estimated value. Your attention is called to the
Assumptions and Limiting Conditions (which are considered usual fort is type of assignment)
located at the beginning of this report.
Respectfully submitted,
Darryl Pe
State Certified Residential Appraiser
#RD0001139
�ank Molinari, SRA
State Certified General Real Estate
Appraiser RZ 0000346
Vice President
SEOPW/CP A
02 - 44
ITEM 7a
RESOLUTION NO. SEOPW/CRA 1 — 1 i
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 deteT111111C Ln amillus House property.
ATTACHMENT ;S) of -
CONTAINED -- -
OPW/
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 30'' day of July, 2001.
Arthur E. Teele, Jr., Chairman
ATTEST:
Walter J. Foeman, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Alejandro Vilarello
City Attorney
44
QDl1DA17 /f'ID A
RESOLUTION NO. SEOPW/CRA R-00-43
A RESOLUTION AUTHORIZING THE COMMUNITY
REDEVELOPMENT AGENCY (THE "CRA") TO OBTAIN
AN APPRAISAL OF THE PROPERTY KNOWN AS
"CAMILLUS HOUSE" FROM AN APPRAISER ON THE
CITY OF MIAMI'S (THE "CITY") APPROVED LIST, AT A
COST NOT TO EXCEED $12,000.00, SUBJECT TO THE
AVAILABILITY OF FUNDS.
x WHEREAS, the City of Miami approved the adoption of 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 the community
redevelopment activities and projects in the Southeast Overtown/Park West
M Redevelopment Area (the "Redevelopment Area") established pursuant to the
Redevelopment Plan; and
WHEREAS, the CRA desires to obtain an appraisal of Camillus House
from an appraiser on the City's approved list.
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 obtain an appraisal of
Camillus House from an appraiser on the City's approved list at a cost not to
exceed $12,000, subject to the availability of funds.
Section 3. This resolution shall be effective upon its adoption.
PASSED AND ADOPTED on this 22nd day of May, 2000.
Arthur E. Teele, Jr., Chairman
O popW / m
ATTE
��a ter J. Fo n. Ci y Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
MIAs #952835 vl