HomeMy WebLinkAboutSEOPW-CRA-R-02-0090SEOPW/CRA ITEM 2
RESOLUTION NO. 02 + 90
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY ("CRA") ACKNOWLEDGING
THE LETTER OF INTENT ("LOI") ENTERED INTO BY
AND BETWEEN CHARITY UNLIMITED OF FLORIDA,
INC. AND THE CRA, DATED JUNE 7, 2000, THE
ATTACHMENT HERETO; DIRECTING THE EXECUTIVE
DIRECTOR TO ENGAGE HOLLAND & KNIGHT LLP,
SPECIAL COUNSEL, TO PREPARE A MEMORANDUM OF
UNDERSTANDING INTERPRETING AND CONSTRUING THE
TERMS, CONDITIONS AND LEGAL OBLIGATIONS
CREATED AND IMPOSED UPON THE CRA BY EXECUTING
THE LOI, PERTAINING TO THE SPECIFIC PURPOSE
AND/OR OBJECTIVE ENUNCIATED BY THE BOARD OF
DIRECTORS AS THE BASIS FOR ENTERING INTO THE
LOI, IN A MANNER CONSISTENT WITH RESOLUTIONS
THAT WILL BE CONSIDERED, APPROVED AND ADOPTED
BY THE BOARD OF DIRECTORS, CURRENTLY AND
SUBSEQUENT TO THIS SPECIAL MEETING, TO
FULFILL THE PURPOSE AND/OR OBJECTIVE
ENUNCIATED BY THE BOARD OF DIRECTORS; AND
DIRECTING THE EXECUTIVE DIRECTOR TO REQUEST
THE CITY ATTORNEY TO COMMUNICATE TO THE
SPECIAL COUNSEL, FOR CONSIDERATION AND
PREPARATION OF THE MEMORANDUM OF
UNDERSTANDING, HIS INTERPRETATION OF THE
TERMS, CONDITIONS AND LEGAL OBLIGATIONS
CREATED AND IMPOSED UPON THE CRA FROM
EXECUTING THE LOI.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
SF
02, 90'
Section 1. The recitals and findings contained in the
Preamble to this Resolution are incorporated herein as if fully
set forth in this Section.
Section 2. The CRA Board of Directors acknowledges the
Letter of Intent (LOI) entered into by and between Charity
Unlimited of Florida, Inc. and the CRA, dated June 7, 2000, the
attachment hereto, and directs Holland & Knight LLP, Special
Counsel, to prepare a memorandum of understanding interpreting
and construing the terms, conditions and legal obligations
created and imposed upon the CPA by executing the LOI,
pertaining to the specific purpose and/or objective enunciated
by the Board of Directors as the basis for entering into the
LOI, in a manner consistent with resolutions that will be
considered, approved and adopted by the Board of Directors,
currently and subsequent to this special meeting, to fulfill the
purpose and/or objective enunciated by the Board of Directors.
Section 3. The Executive Director is further directed
to request the City Attorney to communicate to the Special
Counsel, for consideration and preparation of the memorandum of
understanding, his interpretation of the terms, conditions and
legal obligations created and imposed upon the CRA from
executing the LOI.
OF -PW I CRA
4j,
Page 2 of 3
Section 4. This resolution shall he effective
immediately upon its adoption.
PASSED AND ADOPTED this 25th day of April, 2002.
ARTHUR E. TEELE, JR., CHAIRMAN
ATTEST:
PRISCILLA A. THOMPSON
CITY CLERK
APPROVED AS TO M AND CORRECTNESS:
......... .
A D VILARELLO
Y ORNEY
SE W/CRA R-02-90:kdw:ELF
SEOPW/Ci
Page 3 of 3 02- go
EXHIBIT A
02- 90
Cry 14 M;�s.:Rckvt4f 4-so%" A?4..ey
June 7, 2000
Mr. Dale A. Simpson
Executive Director
Camillus House, Inc.
336 N. W. Fifth Street
Miami, Florida 83128
Re: Letter of Intent for Camillus House, Inc. property
Dear Mr. Simpson:
The purpose of this letter is to set forth the basis on which the Southeast
Overtown/Park 'West Community Redevelopment Agency of the City of Miami (the
"CRXis prepared to purchase that portion of the Camillus House, Inc. property
owned by Seller a-nd to take assignment from Seiler of a ground lease (the "Ground
Lease") -for the balance of the propert-y. 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 Miami.
02-- 00
300 Bcu;,,iyna BodpvarrJ -P/;ay • Suite 430 • Miami, Florida 3.3 t'31 • Phone (305) 579-3324 • Fax (305) 37 2-4646
Ms. Dale A. Simpson
June 7, 2000
i Page 2
S. 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 CRA. 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 & Knight 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. CLQSING EXPENSES: The Contract shall provide for adjustments and
prorations customary in Miami -Dade County, Florida.
SEOPW / CRA
0. o
'a
Simpson
000
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 Option. 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.
S. 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 CRA shall
provide Seller with an initial grant of $50,000 for this purpose. In
addition, the CRA 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.
SEOPW/CRA
0 - 90
Us. 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. ,
18. Uses of Sales Proceeds. Seller agrees to utilize 100°% of the net proceeds
derived from the sale of the Property and all interest accrued on said amount
for the acquisition and construction of the new facility for Camillus house.
14. Mission. The Seller and the CRA acknowledge and agree that it is the stated
purpose of this letter of intent to facilitate the relocation of the Camillus
House to an alternative location to enhance the ability of Seller to carry on
its mission (the "Mission") as currently performed on the Property within a
secured walled in environment.
15. Confidentiality. 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
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 ity of Nlia.mi
By.
Arthur E. Teele, Jr.
SE®PW/CRA
02- 90
I
Ms. Dale A. Simpson
June ?, 2000
Page 5
G
Y;
Roe Ier
Dirbiftor of Operations and
Administration
The foregoing is hereby approved and agre'ed to
Camillus House, -Inc.
By.
Charity Unlimited of Florida, Inc.
BY.
M[A2#9WA83 vi
SF
OpW / CIZA
02. 90
t..
Ms. Dale A. Simpson
June 7, 2000
Page 5
The foregoing is hereby approved and agreed to
Camillus House, Inc,
BY: L)i �
Charity -Unlimited of Florida, Inc.
MIA! "38483 *6 xj
Chairman
Robert L. Tyler
Director of Operations and
Administration
SEOPW/CtA
02- 90
REVISED — April 23, 2002
ITEM 2
RESOLUTION NO. SEOPW/CRA R- Q 2 - 90
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHEAST OVERTOWN/PARK WEST (SEOPW) COMMUNITY
REDEVELOPMENT AGENCY (CRA) WITH ATTACHMENTS,
ACKNOWLEDGING THE ORIGINAL LETTER OF INTENT (LOI)
ENTERED INTO BY AND BETWEEN CHARITY UNLIMITED AND
THE CRA DATED JUNE 7, 2000, AND AUTHORIZING HOLLAND
& KNIGHT LLP, AS SPECIAL COUNSEL TO THE CRA, IS
AUTHORIZED TO PREPARE A MEMORANDUM OF
UNDERSTANDING (MOU) IN A MANNER CONSISTENT WITH
THE FOLLOWING RESOLUTIONS TO BE CONSIDERED AND
APPROVED BY THE BOARD OF DIRECTORS OF THE CRA
PURSUANT TO THIS SPECIAL MEETING; FURTHER
REQUESTING THE CRA GENERAL COUNSEL TO PROVIDE
ADVICE ON SAID MOU.
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 Board of Directors hereby acknowledge the original Letter of Intent
(LOI) entered into by and between Charity Unlimited and the CRA dated June 7, 2000, and
authorizing Holland & Knight LLP, as special counsel to the CRA, is authorized to prepare a
Memorandum of Understanding (MOU) in a manner consistent with the following resolutions to be
considered and approved by the Board of Directors of the CRA pursuant to this special meeting;
further requesting the CRA General Counsel to provide advice on said MOU.
Section 3. This resolution shall be effective immediately upon its adoption.
PASSED AND ADOPTED this 25th day of April, 2002.
Arthur E. Teele, Jr., Chairman
Priscilla A. Thompson, Clerk of the Board
APPROVED AS TO FORM AND CORRECTNESS:
Alejandro Vilarello, General Counsel
CRA General Counsel
SEOPW / CRA
Special CRA Agenda — April 25, 2002 — City Hall (City Chambers) 0 2 - 9