HomeMy WebLinkAboutSEOPW-CRA-R-03-0035RESOLUTION NO. SEOPW/CRA 0 3 - 3 5
A RESOLUTION OF THE BOARD OF DIRECTORS OF
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY (THE "CRA")
AUTHORIZING THE CRA TO ENTER INTO A
SETTLEMENT AGREEMENT IN THE FORM OF
EXHIBIT "A" ATTACHED HERETO (THE
"SETTLEMENT AGREEMENT") WITH ST. JOHN
COMMUNITY DEVELOPMENT CORPORATION, INC.
("ST. JOHN CDC")' TO SETTLE THE EXISTING
LITIGATION INVOLVING THE LYRIC VILLAGE
PROJECT (THE "PROJECT") STYLED CITY OF MIAMI
AND THE SOUTHEAST OVERTOWN/PARK WEST
DEVELOPMENT CORPORATION, INC. CASE NUMBER:
00-30414 CA 13 PENDING IN THE CIRCUIT COURT OF
THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-
DADE COUNTY (THE "PENDING LITIGATION"),
SUBJECT TO THE CITY OF MIAMI (THE "CITY"): (a)
AUTHORIZING THE CITY TO ENTER INTO THE
SETTLEMENT AGREEMENT; (b) AGREEING TO FUND
THAT PORTION OF THE SETTLEMENT TO BE PAID IN
CASH (i.e., $249,582.68); (c) APPROVING THE
REALLOCATION OF' $665,417.32 IN HOME FUNDS
FROM THE CRA TO ST. JOHN CDC; AND (d)
APPROVING THE REALLOCATION OF $85,000.00 IN
CDBG FUNDS FROM THE CRA TO ST. JOHN CDC.
WHEREAS, the CRA is responsible for carrying out redevelopment activities
and projects in the Southeast Overtown/Park West Community Redevelopment
Area established pursuant to the CRA Redevelopment Plan; and
WHEREAS, the CRA and the City of Miami (the "City") have instituted the
Pending Litigation with respect to the Project; and
WHEREAS, CRA desires to settle the Pending Litigation.
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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:
Section 1. The recitals and findings contained in the Preamble to this
Resolution are incorporated herein as if fully set forth in this Section.
Section 2. The Board of Directors of the CRA authorizes and directs the
Executive Director to enter into the Settlement, Agreement and to execute any and
all documents contemplated by the Settlement Agreement subject to the CITY: (a)
authorizing the CITY to enter into the Settlement Agreement; (b) agreeing to fund
that portion of the settlement to be paid in cash (i.e. $249,592.68) (c) approving the
reallocation of $665,417.32 in HOME funds from the CRA to ST. JOHN CDC; and
(d) approving the reallocation of $85,000.00 in CDBG Funds from the CRA to ST.
JOHN CDC.
Section 3. This resolution shall be effective upon its adoption.
PASSED AND ADOPTED this 28th day of April, 2003
Art ur E. Teele, Jr., C alrman
Percilla A. Thompson
Clerk of the Board
APPROVED AS TO FORM AND
CORRECTNESS:
William R. Bloom, Esq.
Holland & Knight LLP
Special Counsel
MIA1 #1089708 v1
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SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is made and entered into as of April
28, 2003 ' JOHN COMMUNITY DEVELOPMENT
CORPORATI( pration ("ST. JOHN CDC") and CITY OF
MIAMI, a F] �tion (the "CITY") and the SOUTHEAST
OVERTOWN;_ _ _ ----�NITY REDEVELOPMENT AGENCY, an
agency of the State of Florida (the "CRA")
RECITALS
A. On or about June 20, 1996, the CRA issued a request for a
proposal (the "RFP") with respect to the property described on Exhibit "A"
attached hereto and made a part hereof (the "Property") which is located in the
redevelopment area (the "Redevelopment Area").
B. On or about August 7, 1996, St. John CDC and Lyric Village
Housing, Inc., a Florida corporation ("LVHI") entered into a joint venture
agreement creating Lyric Village Joint Venture, a Florida general partnership
("Lyric Venture") for the purpose of submitting a proposal in response to the
RFP.
C. On August 9, 1996, Lyric Venture submitted its development
proposal in response to the RFP. The CRA selected Lyric Venture as a
successful respondent to the RFP and on or about October 28, 1996, the City
Commission of the CITY approved Lyric Venture as a successful proposer with
respect to the Property.
SE®PW / CRA
D. On or about July 22, 1997, the CRA and St. John CDC purportedly
entered into a purchase and sale agreement with respect to the Property (the
"Purchase Agreement"). In addition to executing the Purchase Agreement, on
or about July 22, 1997, St. John CDC and the CRA purportedly executed an
agreement for development (the "Development Agreement") and St. John CDC
executed a mortgage, assignment of rents and security agreement in favor of
the CRA on or about July 22, 1997 (the "Mortgage"), and an undated
` promissory note in the amount of Four Hundred Eighty Thousand and No/ 100
dollars ($480,000.00) in favor of the CRA (the "Note"). Lyric Venture joined in
the execution of the Development Agreement and the Mortgage.
E. The CITY and the CRA contend that (i) the parties who executed
the Purchase Agreement, the Development Agreement, the Mortgage and the
Note lacked the requisite authority to bind ST. JOHN CDC, Lyric Venture and
the CRA and (ii) the CRA, ST. JOHN CDC and Lyric Venture never performed
under the Purchase Agreement, the Development Agreement, the Mortgage or
the Note.
F. Title to the Property was never conveyed by the CRA to ST. JOHN
CDC nor have ST. JOHN CDC, LVHI and Lyric Venture ever developed the
Property as contemplated by the RFP and the Development Agreement. ST.
JOHN CDC contends that the CITY and the CRA prevented Lyric Venture's
performance by failing to convey title to the Property to ST. JOHN CDC as
contemplated by the Purchase Agreement.
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G. The CITY and CRA filed a declaratory judgment action styled the
City of Miami and Southeast Overtown/Park West Community Redevelopment
Agency v. Lyric Village Housing, Inc. and St. John Community Development
Corporation, Inc., Case Number: 00-30414 CA 13 pending in the Circuit Court
of the 11th Judicial Circuit in and for Miami -Dade County, Florida, and LVHI
and ST. JOHN CDC have filed counterclaims against the CITY and the CRA
contending that the City and the CRA breached the Purchase Agreement and
the terms of the RFP as more particularly set forth in the counterclaim (the
"Pending Litigation").
H. ST. JOHN CDC, the CITY and the CRA desire to resolve all
outstanding disputes between the City, the CRA, St. John CDC, LVHI and Lyric
Venture with respect to the RFP, the Property, the Purchase Agreement, the
Development Agreement, the Mortgage, the Note and with respect to the claims
that were raised and the claims that could be raised in the Pending Litigation,
as hereinafter set forth.
NOW, THEREFORE, in consideration of Ten Dollars and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. RECITALS. Recitals to this Settlement Agreement are true and
correct and are hereby incorporated by reference and made a part hereof.
2. DOCUMENTATION TO BE DELIVERED BY ST. JOHN CDC. Within
ten (10) business days of the Effective Date, as hereinafter defined, ST. JOHN
CDC shall deliver to the CITY and the CRA the following documents:
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2.1 Original stipulation of dismissal with prejudice in the form of
Exhibit "B" attached hereto and made a part hereof (the "Stipulation") duly
executed by counsel to LVHI and counsel to ST. JOHN CDC.
2.2 Two (2) original releases in favor of the CITY and the CRA in
the form of Exhibit "C" attached hereto and made a part hereof (the "Lyric
Release") duly executed by LVHI, ST. JOHN CDC, and Lyric Venture.
2.3 Certificate of the Florida Secretary of State evidencing that
1. LVHI is duly formed and in good standing in the State of Florida.
2.4 Corporate resolution and shareholder consent for LVHI
authorizing the execution of the Stipulation and the Lyric Release.
2.5 Incumbency certificate for LVHI evidencing that the parties
executing the Lyric Release on behalf of LVHI are duly authorized to do so.
2.6 Certified copy of the Articles of Incorporation for LVHI.
2.7 Certified copy of the bylaws for LVHI.
2.8 Certificate of the Florida Secretary of State evidencing that
ST. JOHN CDC is duly formed and in good standing in the State of Florida.
2.9 Corporate resolution and shareholder consent for ST. JOHN
CDC authorizing the execution of this Settlement Agreement, the Stipulation
and the Lyric Release.
CDC.
2.10 Certified copy of the Articles of Incorporation of ST. JOHN
2.11 Certified copy of the bylaws of ST. JOHN CDC.
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2.12 Incumbency certificate for ST. JOHN CDC evidencing that
the parties executing the Settlement Agreement and the Lyric Release on behalf
of ST. JOHN CDC are duly authorized to do so.
2.13 Certified copy of the partnership agreement for Lyric Venture
certified as being true and correct by LVHI and ST. JOHN CDC.
2.14 Partnership authorization for Lyric Venture authorizing the
execution of the Stipulation and the Lyric Release as the sole partners of Lyric
9. Venture.
2.15 Evidence that ST. JOHN CDC has been designated as a
Community Housing Development Organization (a "CHDO").
3. DOCUMENTATION TO BE DELIVERED BY THE CITY AND CRA.
Within ten (10) business days of the Effective Date, as hereinafter defined, the
CITY and the CRA shall deliver the following documentation to ST. JOHN CDC:
3.1 The Stipulation duly executed by counsel on behalf of the
CITY and the CRA.
3.2 Two (2) original releases of ST. JOHN CDC, LVHI, and Lyric
Venture in the form of Exhibit "D" attached hereto and made a part hereof (the
"CITY/CRA Release").
3.3 Certified copy of the resolution of the City Commission of the
City of Miami authorizing the CITY to enter into this Settlement Agreement, the
Stipulation and the CITY/CRA Release.
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3.4 Certified copy of the resolution of the Board of Directors of
the CRA authorizing the CRA to enter into this Settlement Agreement, the
Stipulation and the CITY/CRA Release.
3.5 The Deed, as hereinafter defined.
4. PAYMENTS TO ST. JOHN CDC. In settlement of Pending Litigation
in accordance with the terms of this Settlement Agreement, the CITY and the
CRA agree to make the following payments or grants to ST. JOHN CDC:
L. 4.1 PAYMENT BY THE CITY AND THE CRA. Within ten (10)
business days of the Effective Date, as hereinafter defined, the CITY shall pay
to ST. JOHN CDC Eighty Three Thousand and No/ 100 Dollars ($83,000.00) for
the unrestricted use by ST. JOHN CDC.
4.2 Within ten (10) business days of the Effective Date, as
hereinafter defined, the CITY shall pay to ST. JOHN CDC One Hundred Twelve
Thousand and No/ 100 Dollars ($112,000.00) to be utilized to pay the amount
required to satisfy the claim of Joseph Middlebrook and Associates, Inc.
("Middlebrook") for architectural services with respect to the proposed
development of the Property in connection with the RFP.
4.2.1 The CRA and the CITY acknowledge that ST. JOHN
CDC requires the One Hundred Twelve Thousand and No/ 100 Dollars
($112,000.00) to be paid in a timely . manner to resolve the pending litigation
with Middlebrook, or Middlebrook has the right to reject the settlement and
proceed with the Middlebrook Litigation as hereinafter defined, if the payment
is not timely tendered.
SEOPW/CRA
4.2.2 Within ten (10) days of receipt of the funds described
in Section 4.2 above, ST. JOHN CDC shall provide the CRA and the CITY with a
copy of the following:
4.2.2.1 The Satisfaction (the "Satisfaction") of the
Claim of Lien filed by Middlebrook on February 3, 2002 in Official Records
Book 18971, at Page 1700 of the Public Records of Miami -Dade County, Florida
and recorded April 16, 2001 in Official Records Book 19603, at Page 1745 of
the Public Records of Miami -Dade County, Florida. ST. JOHN CDC shall cause
the original Satisfaction to be recorded in the Public Records of Miami -Dade
County, Florida.
4.2.2.2 Stipulation of dismissal with prejudice of that
case styled Joseph Middlebrook and Associates Inc. v. ST. John CDC, Case
No. 0 1-3 100 CA 04 pending in the 11t" Judicial Circuit in and for Miami Dade
County, Florida (the "Middlebrook Litigation"). ST. JOHN CDC shall cause the
original stipulation to be filed in the court file.
4.3 ST. JOHN CDC STAFF ASSISTANCE. To assist ST. JOHN
CDC and its activities in the Redevelopment Area and to enable ST. JOHN CDC
to increase its development staff capacity, including, without limitation, the
employment of a new executive director, and pay its operating expenses to
enable ST. JOHN CDC to administer various projects within the Redevelopment
Area (the "Administrative Expenses"), the CRA shall direct the CITY to assign to
ST. JOHN CDC One Hundred Thousand and No/ 100 Dollars ($100,000.00) of
Community Development Department funds ("HOME Funds") from the CRA's
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allocation of HOME Funds to be utilized to pay the Administrative Expenses
which are to be paid in equal monthly payments of Eight Thousand Three
Hundred Thirty -Three and 34/ 100 Dollars ($8,333.34) commencing on March
1, 2003, and on the first day of each and every month thereafter through and
including February 1, 2004. ST. JOHN CDC and the City of Miami Community
Development Department ("Community Development") shall utilize their good
faith efforts to promptly enter into a Community Development Agreement
which shall govern the disbursement of the One Hundred Thousand and
No/ 100 Dollars ($100,000.00) of HOME Funds to ST. JOHN CDC. The initial
disbursement pursuant to the Community Development Agreement shall
include all retroactive payments due ST. JOHN CDC from March 1, 2003 until
the date of the initial funding.
4.3.1 ST. JOHN CDC acknowledges that it shall be
responsible to satisfy all of the funding conditions of the loan committee
which shall be set forth in the Community Development Agreement as a
condition of having access to the One Hundred Thousand and No/ 100
Dollars ($100,000.00) of HOME Funds. The conditions may include,
without limitation, the following:
4.3.1.1 Certificate that ST. JOHN CDC is a CHDO.
4.3.1.2 Description of the proposed staff costs.
4.3.1.3 Description of the proposed operating
expenditures.
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4.3.1.4 Description of the projects which ST. JOHN
CDC is working on.
4.3.1.5 Corporate resolution authorizing the
transaction.
4.3.1.6 Itemized Budget by source.
4.3.1.7 Statement of authorized representation.
4.3.1.8 Certificate regarding Debarment
4.3.1.9 Certificate regarding Lobbying.
4.3.1.10 Public Crime Entity Affidavit.
4.3.1.11 Declaration of Finance Interests.
4.3.1.12 Affirmative Marketing procedures.
4.3.1.13 Certificate of General Liability Insurance.
4.3.1.14 Certificate of Workers Comp. Insurance.
4.3.1.15 Certificate of Fidelity Bond.
4.3.1.16 Certificate of Good Standing.
4.3.1.17 Uniform Business Report.
4.3.1.18 Approval of Loan Committee.
4.3.1.19 Approval of City Commission.
4.3.2 The CITY shall assign a member of the staff of
Community Development to provide technical assistance to ST. JOHN CDC in
processing the application for the use of HOME Funds as contemplated by this
Section 4.3.
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4.4 ST. JOHN VILLAGE TOWNHOME PROJECT. ST. JOHN CDC
intends to develop a fourteen (14) unit townhome development located at 1600-
1640 N.W. lst Avenue (the "St. John Village Townhome Project"). ST. JOHN
CDC estimates the total cost for the St. John Village Townhome Project to be
Two Million Two Hundred Thousand and No/ 100 Dollars ($2,200,000.00). ST.
JOHN CDC has represented to the CITY and CRA that ST. JOHN CDC has
loans and grants available for the Project totaling approximately Two Million
t. Four Hundred Thousand and No/ 100 Dollars ($2,400,000.00). The CRA shall
direct the CITY to assign to ST. JOHN CDC Five Hundred Sixty-five Thousand
Four Hundred Seventeen and 32/ 100 Dollars ($565,417.32) from the CRA's
allocation of HOME Funds to be used by ST. JOHN CDC exclusively to pay "soft
costs" . and "hard costs" in connection with the St. John Village Townhome
Project, including without limitation, building permit fees, processing fees,
impact fees, water and sewer fees, architectural fees, loan fees, and hard costs.
ST. JOHN CDC and the Community Development shall utilize their good faith
efforts to promptly enter into a Community Development Agreement which
shall govern the disbursement of the Five Hundred Sixty -Five Thousand Four
Hundred Seventeen and 32/ 100 Dollars ($565,417.32) of HOME Funds to ST.
JOHN CDC for use in connection with the St. John Village Townhome Project.
4.4.1 ST. JOHN CDC acknowledges that it shall be
responsible to satisfy all of the funding conditions of the loan committee which
shall be set forth in the Community Development Agreement as a condition of
having access to the Five Hundred Sixty -Five Thousand Four Hundred
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•
9.
Seventeen and 32/ 100 Dollars ($565,417.32) of HOME Funds. The conditions
may include, without limitation, the following:
4.4.1.1 Certificate that ST. JOHN CDC is a CHDO.
4.4.1.2 U.S. HUD approved Environmental
Clearance.
4.4.1.3 Section 3 Economic Opportunity Plan
approved by the CITY.
4.4.1.4 Legal description of the property.
4.4.1.5 Proof of site control.
4.4.1.6 Corporate resolution from ST. JOHN CDC as
the property owner.
4.4.1.7 Payment and Performance Bond.
4.4.1.8 Current General Liability and Workers Comp.
Certificate from the general contractor.
4.4.1.9 Current General Liability and Workers Comp.
Certificate from the architect.
4.4.1.10 Certificate from general contractor.
4.4.1.11 Certificate from the architect.
4.4.1.12 Authorized Representative statement from
general contractor.
4.4.1.13 Authorized Representative statement from the
architect.
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4.4.1.14 Invitation to bid and competitive bids on
general contractor.
4.4.1.15 Executed contract with the general
contractor.
4.4.1.16 AIA forms executed by ST. JOHN CDC, the
general contractor and the architect.
4.4.1.17 Original lien waivers.
4.4.1.18 Original invoices.
4.4.1.19 Letter from the bonding company stating that
the bond is in good standing (with each
disbursement request).
4.4.1.20 Pre -approval by CITY of any change order.
4.4.1.21 Contractor Payment Request, approved by
CITY staff.
4.4.1.22 Title Insurance.
4.4.1.23 Final Payment required:
(a) Signed Financial Report Closeout
(b) Certificate(s) of Occupancy
(c) Final Lien Waivers
4.4.2 The CITY and CRA acknowledge and agree the HOME
Funds that will be made available to ST. JOHN CDC for the St. John
Townhome Project shall be structured in a manner so that ST. JOHN CDC
shall not be required to comply with the provisions of the Davis Bacon Act as a
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result of the use of HOME Funds in connection with the St. John Townhome
Project. The CITY, the CRA and ST. JOHN CDC acknowledge and agree that
HOME Funds shall be utilized with respect to eleven (11) or fewer units
comprising a portion of the St. John Townhome Project. The CITY and the CRA
agree that if it is determined that the provisions of the Davis Bacon Act apply to
the St. John Townhome Project as a result of the use of the HOME Funds in
connection with eleven (11) or fewer units comprising a portion of the St. John
Townhome Project, then, in such event, the CITY and the CRA shall cause
additional HOME Funds to be allocated to the St. John Townhome Project in
an amount equal to the additional construction costs and construction related
costs incurred, or anticipated to be incurred, by ST. JOHN CDC as a direct
result of ST. JOHN CDC being required to comply with the provisions of the
Davis Bacon Act in connection with the St. John Townhome Project.
4.4.3 The CITY shall assign a member of the staff of
Community Development to provide technical assistance to ST. JOHN CDC to
assist ST. JOHN CDC in processing the application for use of HOME Funds in
connection with the St. John Townhome Project and to provide technical
assistance in connection with processing the paper work associated with the
HOME Funds and administering the HOME Funds during construction of the
St. John Townhome Project.
4.4.4 The CITY shall cause Community Development to
issue a letter (the "HOME Fund Letter") to ST. JOHN CDC within five (5)
business days of the Effective Date confirming that Five Hundred Sixty-five
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03- 35
Thousand Four Hundred Seventeen and 32/ 100 ($565,417.32) of HOME
Funds shall be made available to ST. JOHN CDC for the St. John Townhome
Project.
4.4.5 The CITY has represented to ST. JOHN CDC that ST.
JOHN CDC will not be required to comply with Federal tenant relocation
requirements in connection with the St. John Townhome Project based upon
the representation by ST. JOHN CDC that it had no intention of using HOME
w Funds in connection with the St. John Townhome Project at the time ST. JOHN
CDC acquired the real property to be used for the St. John Townhome Project.
The CITY shall request a letter from HUD confirming this fact. Should it
ultimately be determined that ST. JOHN CDC is required to comply with
Federal tenant relocation requirements in connection with the St. John
Townhome Project notwithstanding the fact that ST. JOHN CDC had no
intention of using HOME Funds in connection with the St. John Townhome
Project at the time ST. JOHN CDC acquired the real property for.the St. John
Townhome Project, then, in such event, the CITY and the CRA shall cause
additional HOME Funds to be allocated to ST. JOHN CDC in an amount equal
to the additional tenant relocation expenses that ST. JOHN CDC will be
required to incur to comply with the Federal tenant relocation requirements in
connection with the St. John Townhome Project.
4.5 DEMOLITION OF IMPROVEMENT. Various structures
owned by ST. JOHN CDC located at 185 N.W. 11th Terrace, 1125 and 1135
N.W. 2nd Avenue, and 1919, 1929 and 1931 N.W. 2nd Court in the
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Redevelopment Area have been demolished by the CITY because the structures
located at these addresses had been declared uninhabitable by the CITY.
There is currently due and owing to the CITY Fifty -Four Thousand Five
Hundred Eighty -Two and 68/ 100 Dollars ($54,582.68) for demolition of these
structures and the CITY is currently processing demolition liens in this
amount. The CITY agrees to pay or cause to be waived the Fifty -Four
Thousand Five Hundred Eighty -Two and 68/ 100 Dollars ($54,582.68) for
demolition of these structures and cause any demolition liens for work
performed at these addresses prior to the date hereof to be released.
4.6 MIXED USE PROJECT. ST. JOHN CDC, in conjunction with
St. John Baptist Church, intends to develop the Property shown on Exhibit "E"
attached hereto and made a part hereof for a mixed use development (the
"Mixed Use Project") which is located within the Redevelopment Area. The
Mixed Use Project is in its conceptual stage and ST. JOHN CDC has requested
that the CITY and CRA pay to ST. JOHN CDC Eighty -Five Thousand and
No/ 100 Dollars ($85,000.00) to be used exclusively to pay predevelopment
costs associated with the Mixed Use Project. The CRA shall direct the CITY to
assign to ST. JOHN CDC Eighty -Five Thousand and No/ 100 Dollars
($85,000.00) of Community Development Block Grant funds ("CDBG Funds")
from .the CRA's allocation of CDBG Funds to be utilized by ST. JOHN CDC
exclusively to pay predevelopment costs in connection with the Mixed Use
Project, including without limitation, architectural fees, feasibility studies,
environmental studies, environmental cleanup costs and rezoning costs. ST.
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JOHN CDC and the Community Development shall utilize their good faith
efforts to promptly enter into a Community Development Agreement which
shall govern the disbursement of the Eighty -Five Thousand and No/ 100
Dollars ($85,000.00) of CDBG Funds to ST. JOHN CDC for connection with the
Mixed Use Project.
4.6.1 ST. JOHN CDC acknowledges that it shall be
responsible to satisfy all of the funding conditions of the loan committee which
shall be set forth in the Community Development Agreement as a condition of
having access to the Eighty -Five Thousand and No/ 100 Dollars ($85,000.00) of
CDBG Funds.
4.6.2 The CITY shall assign a member of the staff of
Community Development to provide technical assistance to ST. JOHN CDC in
processing the application for the use of the CDBG Funds as contemplated by
this Section 4.6.
5. LAND TO BE CONVEYED TO ST. JOHN CDC. Simultaneously
with the delivery to the CITY and the CRA of the documentation required by
Section 2, the CRA shall convey to ST. JOHN CDC that certain real property
located in Miami -Dade County, Florida, more particularly described on Exhibit
"F" attached hereto and made a part hereof ("CRA Property"). The CRA
Property shall be conveyed to ST. JOHN CDC by a special warranty deed in the
form of Exhibit "G," attached hereto and made a part hereof (the "Deed"). The
Deed contains a reverter provision pursuant to which title to the CRA Property
will automatically revert to the CRA if the development has not commenced on
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the CPA Property which comprises a portion of the Mixed Use Project within six
(6) years from the date of this Settlement Agreement. The reverter provision
shall automatically be released upon the closing of a construction loan with
respect to financing the Mixed Use Project. The CRA shall execute any and all
documents required to evidence that the reverter has been released. The CRA
shall pay the documentary stamp tax and surtax to be affixed to the Deed and
the cost for recording the Deed.
6. REPRESENTATIONS AND WARRANTIES OF ST. JOHN CDC. In
order to induce the CITY and the CRA to enter into this Settlement Agreement,
ST. JOHN CDC represents and warrants to the CITY and the CRA that:
6.1 ST. JOHN CDC is a corporation duly organized and in good
standing under the laws of the State of Florida. ST. JOHN CDC has full power
and authority to enter into this Settlement Agreement and otherwise perform
all of its obligations under the Settlement Agreement in accordance with its
terms and that all corporate action necessary to authorize the execution and
fulfillment of this Settlement Agreement by ST. JOHN. CDC has been taken.
6.2 This Settlement Agreement, when executed and delivered,
will be the valid and binding obligation of ST. JOHN . CDC, enforceable in
accordance with its terms.
6.3 ST. JOHN CDC is not the subject of any proceeding or
lawsuit, actual, or, to the best of its knowledge, threatened, in law or in equity,
nor is ST. JOHN CDC now the subject of any pending, threatened or
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17 03 �,�
contemplated bankruptcy proceeding which might affect its ability to perform
its obligations under the Settlement Agreement.
6.4 The anticipated budget for the St. John Village Townhome
Project is approximately Two Million Two Hundred Thousand and No/ 100
Dollars ($2,200,000.00). ST. JOHN CDC has obtained loans and/or grants
identified on Exhibit "H", attached hereto and made a part hereof, totaling Two
Million Four Hundred Thousand and No/ 100 Dollars ($2,400,000.00) which
ST. JOHN CDC represents are committed and remain committed, as of the date
hereof, for the St. John Village Townhome Project ("Townhome Project
Grants/Loans"). With the payment of the Five Hundred Sixty -Five Thousand
Four Hundred Seventeen and 32/ 100 Dollar ($565,417.32) in HOME Funds
pursuant to Section 4.4 of this Settlement Agreement and the Townhome
Project Grants/Loans, sufficient funds are available to complete the St. John
Village Townhome Project. ST. JOHN CDC anticipates commencement of
construction of the St. John Village Townhome Project within one (1) year from
the Effective Date, as hereinafter defined, subject to extension as a result of
delays in the permitting process, and completion of the St. John Village
Townhome Project within two (2) years from the commencement of
construction.
6.5 ST. JOHN CDC agrees to utilize its good faith efforts to
promptly commence and diligently pursue the completion of the St. John
Village Townhome Project.
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18 03-
6.6 At the time ST. JOHN CDC acquired the real property to be
utilized for the St. John Townhome Project, ST. JOHN CDC did not intend to
utilize HOME Funds in connection with the St. John Townhome Project.
6.7 ST. JOHN CDC has been designated a CHDO.
7. REPRESENTATIONS AND WARRANTIES OF THE CITY. In order to
induce ST. JOHN CDC to enter into this Settlement Agreement, the CITY
represents and warrants to ST. JOHN CDC that:
7.1 The CITY is a municipal corporation duly organized and
existing under the laws of the State of Florida. The CITY has full power and
authority to enter into this Settlement Agreement and otherwise perform all of
its obligations of the CITY under this Settlement Agreement in accordance with
its terms and all action by the City Commission necessary to authorize the
execution and fulfillment of this Settlement Agreement has been taken.
7.2 This Settlement Agreement, when executed and delivered,
will be the valid and binding obligation of the CITY, enforceable in accordance
with its terms.
8. REPRESENTATIONS AND WARRANTIES OF THE CRA. In order to
induce ST. JOHN CDC to enter into the Settlement Agreement, the CRA
represents and warrants to ST. JOHN CDC that:
8.1 The CRA is an agency duly organized and validly existing
under the laws of the State of Florida. The CRA has full power and authority to
enter into this Settlement Agreement and otherwise perform all of its
obligations under this Settlement Agreement in accordance with its terms and
i
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that all board action necessary to authorize the execution and fulfillment of
this Settlement Agreement has been taken by the CRA.
8.2 This Settlement Agreement, when executed and delivered,
will be the valid and binding obligation of the CRA enforceable in accordance
with its terms and that there are no _actions, suits or proceedings existing,
pending or, to the best of CRA's knowledge, threatened against the Property or
the CRA in any court or before any governmental agency relating to the CRA
Property, the ownership of the CRA property or the CRA's ability to convey the
CRA Property.
8.3 No portion of the CRA Property is being acquired by any
governmental 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
CRA's knowledge, are any of these proceedings or actions threatened or
imminent.
8.4 The CRA shall direct the CITY to assign to ST. -JOHN CDC
from its allocation of HOME Funds the amount required to enable ST. JOHN
CDC to enter into agreements directly with the Community Development for
the purposes and the amounts stated in Section 4.3 and 4.4 of this Settlement
Agreement.
8.5 The CRA shall direct the CITY to assign to ST. JOHN CDC
from its allocation of CDBG Funds the amount required to enable ST. JOHN
CDC to enter into agreements directly with the Community Development for
i
SEOPW/CRA
20 03- 3b
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•
the purposes and the amount stated in Section 4.6 of this Settlement
Agreement.
9. MISCELLANEOUS.
9.1 Notices. All notices, consents, approvals, waivers and
elections which any party shall be required or shall desire to make or give
under this Settlement 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 ST. JOHN CDC: St. John Community Development
Corporation, Inc.
1324 N. W. 3rd Avenue
Miami, Florida 33136
Attn: Rev. Henry Nevin
Fax: (305) 381-9574
with a copy to: Andrew C. Hall Esq.
Hall, David and Joseph, P.A.
1428 Brickell Avenue
Suite 800
Miami, FL 33131
Fax: (305) 374-5033
As to CRA: Community Redevelopment Agency
300 Biscayne Way
Suite 430
Miami, FL 33131
Attn: Executive Director
with a copy to: Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, FL 33131
Attn. William R. Bloom, Esq.
Fax: (305) 789-7613
As to CITY: City of Miami
3500 Pan American Drive
Miami, FL 33133
Attn: City Manager
with a copy to: Alejandro Vilarello, Esq.
21 ,
SF
OPW I C"
City Attorney
444 S.W. 2nd Avenue
Suite 945
Miami, FL 33130-1910
Fax: (305) 416-1801
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.
9.2 Binding Law. The validity of this Settlement 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
Settlement Agreement shall be in Miami -Dade County, Florida.
9.3 Time of Essence. Time is of the essence with respect to all
matters contained herein.
9.4 Survival of Warranties. Except as expressly stated in this
Settlement Agreement to the contrary, any and all covenants, warranties and
representations made in this Settlement Agreement and all of the terms and
provisions contained in this Settlement Agreement shall survive the dismissal
of the pending litigation.
9.5 Further Assurance. The parties hereto agree to execute any
and all further instruments and documents and take all such action as may be
SEOPW / CRA
22 0 3 -35
reasonably required by either party to effectuate the terms and provisions of
this Settlement Agreement and the transactions contemplated herein.
9.6 Attorney Fees. If any party shall institute legal proceedings
against any other party based upon a cause of action arising out of this
Settlement 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.
9.7 Disclaimer of Liability. The parties acknowledge and agree
that this Settlement Agreement is the result of compromises made in good faith
by the parties hereto and shall neither constitute nor be considered an
admission of any liability or responsibility whatsoever by any party hereto,
including liability or responsibility concerning any of the claims referred to in
the Pending Litigation, the parties having consistently taken the position they
have no liability whatsoever to each other.
9.8 Entire Agreement. This Settlement 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 Settlement Agreement which alone fully and
completely expresses their understanding.
9.9 Gender. Wherever used, the singular number shall include
the plural and the plural the singular and the use of any gender shall include
the others.
23 SEOPW/CRA
03- 35
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9.10 Waiver. 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.
9.11 Invalidity. In the event that any term or provision- of this
Settlement 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 Settlement Agreement shall be construed to be in full force
and effect.
9.12 Counterparts. This Settlement 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 Settlement Agreement.
9.13 Successors. 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.
9.14 Time of Acceptance. This Settlement Agreement shall
become effective upon execution by all parties (the "Effective Date"). If this
Settlement Agreement is not executed by all parties on or before May 15, 2003,
this Settlement Agreement shall be of no force and effect.
i
S'Op W / CRA
24 O3 � 35
IN WITNESS WHEREOF, the undersigned have executed this Settlement
Agreement on the date and year first above written.
*WITNE'S�S�EnS:
Pritame:, U ��� C�jYOU�V►
�1 r
Print Name: �IW
Print Name:
Print Name:
ATTESTATION:
City Clerk
Priscilla A. Thompson
Print Name:
Print Name:
ST. JOHN CDC:
ST. JOHN COMMUNITY
DEVELOPMENT CORPORATION,
INC., a Florida corporation
By: �2d�
CITY:
CITY OF MIAMI, a Municipal
corporation of the State of Florida
��
APPROVED FOR LEGAL
SUFFICIENCY:
Alejandro Vilarello, City Attorney
CRA:
SOUTHEAST OVERTOWN/
PARK WEST COMMUNITY
REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI
Frank K. Rollason, Executive
Director
ar.U. W/CIRA
25 ,
03 `J
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ATTESTATION:
Priscilla A. Thompson
Clerk of the Board
APPROVED FOR LEGAL
SUFFICIENCY
William R. Bloom
Special Counsel to the CRA
1
SEOPW I CRA
2,6
03- 35
EXHIBIT "A"
LEGAL DESCRIPTION OF RFP
Block 25, North, City of Miami, according to the Plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -
Dade County, Florida and Block 36 P.W. White's Resubdivision of
Block 36, North, according to the Plat thereof as recorded in Plat
Book B at Page 34 of the Public Records of Miami -Dade County,
Florida, including but not limited to the following property:
Lots 5 to 17 (inclusive), less the West 7.5 feet of the South 50 feet
of Lot 10, Block 25 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at Page 41, of the Public
Records of Dade County, Florida.
AND:
Lots 1 to 3 (inclusive), 6 to 11 (inclusive), 14 to 19 (inclusive), 22 to
27 (inclusive), 30 to 35 (inclusive), 38 to 43 (inclusive), 46 to 48
(inclusive), Block 36 North, P.W. WHITES RE -SUBDIVISION OF
BLOCK 36 North, according to the plat thereof, as recorded in Plat
Book B, at Page 34, of the Public Records of Dade County, Florida,
Less that portion of Lots 1, 8, 9, 16, 17, 24, 25' 32, 33, 40, 41 and
48 taken for the right of way for the Rapid Transit System.
SEOPW /CPA
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EXHIBIT "B"
IN THE CIRCUIT COURT OF THE 11TH
JUDICIAL CIRCUIT IN AND FOR
MIAMI-DADE COUNTY, FLORIDA
GENERAL JURISDICTION DIVISION
CASE NO.: 00-30414 CA-13
CITY OF MIAMI, a Florida municipal
corporation, and SOUTHEAST OVERTOWN/
PARK WEST COMMUNITY REDEVELOP-
MENT AGENCY, an agency of the State of
Florida,
Plaintiffs/ Counter -Defendants,
V.
LYRIC VILLAGE HOUSING, INC., a Florida
corporation, and ST. JOHN COMMUNITY
DEVELOPMENT CORPORATION, INC., a
Florida corporation,
Defendants / Counter -Plaintiffs.
LYRIC VILLAGE HOUSING, INC.,. a Florida
corporation,
Cross -Plaintiff/ Cross -Defendant
V.
ST. JOHN COMMUNITY DEVELOPMENT
CORPORATION, INC., a Florida corporation
Cross -Defendant/ Cross -Plaintiff.
I
STIPULATION OF DISMISSAL WITH PREJUDICE
Pursuant to Rule 1.420(a)(1) of the Florida Rules of Civil Procedure,
Plaintiffs the City of Miami and the Southeast Overtown/ Park West Community
Redevelopment Agency and Defendants Lyric Village Housing, Inc. ! and St.
SE®PW / CRA
03- 35
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John Community Development Corporation, Inc. stipulate to the dismissal of
this action, including all claims and counterclaims, with prejudice.
Each party to this stipulation agrees that each party is to bear or be
responsible for its own costs, including attorneys' fees.
SUSAN H. APRILL, P.A.
Counsel to Plaintiffs
44 W. Flagler Street, Suite 1700
3000
Miami, Florida 33130 ,
Telephone: (305) 373-1911
Facsimile: (305) 358-5087
WHITE 8s CASE, P.A.
Counsel to LVHI
200 South Biscayne Blvd., Suite 400
Miami, Florida 33131
Telephone: (305) 371-2700
Facsimile: (305) 358-5744
By:
Charles C. Kline, Esq.
Florida Bar No. 137737
HALL, DAVID AND JOSEPH, P.A.
Counsel to St. John Community
Development Corp.
1428 Brickell Avenue, Suite 800
Miami, Florida 33131
Telephone: (305) 374-5030
Facsimile: (305) 374-5033
By:
Andrew C. Hall, Esq.
Florida Bar No. 111480
HOLLAND & KNIGHT LLP
Counsel to Plaintiffs
701 Brickell Avenue, Suite
Miami, Florida 33131
Telephone: (305) 374-8500
Facsimile: (305) 789-7799
Sanford L. Bohrer, Esq.
Florida Bar No. 160643
LAW OFFICE OF YVETTE G.
Counsel to LVHI
3250 Mary Street, Suite 302
Coconut Grove, FL 33133
Telephone: (305) 442-1992
Facsimile: (305) 443-1969
EXHIBIT "C"
Yvette G. Murphy
Florida Bar No. 205176
MURPHY
SEOPW/CRA
03- 35
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LYRIC RELEASE
KNOW ALL MEN BY THESE PRESENTS that ST. JOHN COMMUNITY
DEVELOPMENT CORPORATION, INC., a Florida corporation ("St. John
CDC"), LYRIC VILLAGE HOUSING, INC., a Florida corporation ("LVHI") and
LYRIC VILLAGE JOINT VENTURE, a Florida general partnership ("Lyric
Venture") (St. John CDC, LVHI and Lyric Venture are collectively referred to as
the "first party"), for and in consideration of Ten and 00/ 100 Dollars ($10.00),
and other good and valuable consideration, received from or on behalf of the
CITY OF MIAMI, a Florida municipal corporation (the "City") and SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an
agency of the State of Florida (the "CRA) (the City and the CRA are collectively
referred to as the "second party"), the receipt and adequacy of which is hereby
acknowledged, remises, releases, acquits, satisfies, and forever discharges the
said second party and their officers, directors, commissioners, agents and
employees, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, agreements,
promises, damages, judgments, executions, claims and demands whatsoever,
in law or in equity, which said first party ever had, now has, or which said first
party hereafter can, shall or may have, against said second party, for, upon or
by reason of any matter, cause or thing whatsoever, from the beginning of the
world to the date of these presents relating to or arising out of, directly or
indirectly: (i) that request for proposals (the "RFP") issued by the CRA on or
about June 20, .1996 with respect to that certain real property located in
Miami -Dade County, Florida more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property"); (ii) the response to the
RFP submitted by St. John CDC and LVHI; (iii) the selection of Lyric Venture as
a successful proposer to the RFP by the CRA; (iv) the approval by the City
Commission of Lyric Venture as the successful proposer with respect to the
RFP and Property; (v) the Purchase and Sale Agreement executed on or about
July 22, 1997 by and between the CRA and St. John CDC with respect to the
Property; (vi) the Agreement for Development executed on or about July 22,
1997 by and between the CRA and St. John CDC (the "Development
Agreement") which was joined into by Lyric Village; (vii) the Mortgage,
Assignment of Rents, Security Agreement executed by St. John CDC on or
about July 22, 1997 in favor of the CRA (the "Mortgage") which was joined into
by Lyric Village; (viii) the undated Promissory Note in the amount of Four
Hundred Eighty Thousand and 00/ 100 Dollars ($480,000.00) executed by St.
John CDC in favor of the CRA (the "Note"); and (ix) matters raised and the
matters that could have been raised in the action styled City of Miami and
Southeast Overtown/Park West Community Redevelopment Agency v. Lyric
Village Housing Inc. and St. John Community Development Corporation, Inc.,
Case No. 00-30414 CA 13, pending in the Circuit Court of the .11t Judicial
Circuit in and for Miami -Dade County, Florida.
SEOPW/ORA
�, `: 35
This Release shall not release the second party from the terms and
provisions of the Settlement Agreement dated as of April 28, 2003, by and
between St. John CDC, the City and the CRA, which obligations are not subject
to this Release.
First party hereby represents and warrants that they are fully competent
and able to understand the terms of this Release, that first party is not relying
upon any statements or representations (whether express or implied) of the
second party, their employees and attorneys regarding this Release and that
first party is entering into this Release under their own free will believing that
this Release to be in their best interest.
This Release shall be governed by and construed in accordance with the
laws of the State of Florida.
This Release may be executed in counterparts by the parties hereto and
each shall be considered as an original as far as the parties are concerned but
together same shall comprise only one Release.
IN WITNESS WHEREOF, we have hereunto set out hand and seal this
day of 22003.
WITNESS:
Print Name:
Print Name:
Print Name:
Print Name:
ST. JOHN COMMUNITY
DEVELOPMENT CORPORATION,
INC., a Florida corporation
By:_
Name:
Title:
LYRIC VILLAGE HOUSING, INC.,
a Florida corporation
By:_
Name:
Title:
SEOPW/CP,A
03- 35
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1.
LYRIC VILLAGE JOINT VENTURE,
a Florida general partnership
By: ST. JOHN COMMUNITY
DEVELOPMENT
CORPORATION, INC., its
Print Name: general partner
By:_
Print Name: Name:
Title:
Print Name:
Print Name:
By: LYRIC VILLAGE HOUSING,
INC., its general partner
By:_
Name:
Title:
SEOPW / CRA
03" 35
L.
STATE OF FLORIDA )
SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 2003, by , as of ST.
JOHN COMMUNITY DEVELOPMENT CORPORATION, a Florida corporation, on
behalf of the corporation. He/She is personally known to me/has produced
as identification.
Printed/Typed Name:
Notary Public -State of Florida
Commission Number:
STATE OF FLORIDA
SS:
COUNTY OF
(SEAL)
The foregoing instrument was acknowledged before me this
day of 2003, by , as of
LYRIC VILLAGE HOUSING, INC., a Florida corporation, on behalf of the
corporation. He/She is personally known to me/has produced
as identification.
Printed/Typed Name:
Notary Public -State of Florida
Commission Number:
(SEAL)
SEOPW/CRA
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STATE OF FLORIDA
SS:
COUNTY OF
The foregoing instrument was acknowledged before me this
day of , 2003, by , as of ST.
JOHN COMMUNITY DEVELOPMENT CORPORATION, as general partner of
LYRIC VILLAGE JOINT VENTURE, a Florida general partnership, on behalf of
the corporation and the general partnership. He/She is personally known to
me/has produced as identification.
Printed/Typed Name:
Notary Public -State of Florida
Commission Number:
STATE OF FLORIDA
63
COUNTY OF
(SEAL)
The foregoing instrument was acknowledged before me this
day of , 2003, by , as of LYRIC
VILLAGE HOUSING, INC., as general partner of LYRIC VILLAGE JOINT
VENTURE, a Florida general partnership, on behalf of the corporation and the
general partnership. He/She is personally known to me/has produced
as identification.
Printed/Typed Name:
Notary Public -State of Florida
Commission Number:
(SEAL)
i
SEOPWI CRA
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EXHIBIT "A"
LEGAL DESCRIPTION OF RFP
Block 25, North, City of Miami, according to the Plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -
Dade County, Florida and Block 36 P.W. White's Resubdivision of
Block 36, North, according to the Plat thereof as recorded in Plat
Book B at Page 34 of the Public Records of Miami -Dade County,
Florida, including but not limited to the following property:
Lots 5 to 17 (inclusive), less the West 7.5 feet of the South 50 feet
of Lot 10, Block 25 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at Page 41, of the Public
Records of Dade County, Florida.
AND:
Lots 1 to 3 (inclusive), 6 to 11 (inclusive), 14 to 19 (inclusive), 22 to
27 (inclusive), 30 to 35 (inclusive), 38 to 43 (inclusive), 46 to 48
(inclusive), Block 36 North, P.W. WHITES RE -SUBDIVISION OF
BLOCK 36 North, according to the plat thereof, as recorded in Plat
Book B, at Page 34, of the Public Records of Dade County, Florida,
Less that portion of Lots 1, 8, 9, 16, 17, 24, 25, 32, 33, 40, 41 and
48 taken for the right of way for the Rapid Transit System.
SEOPW / CRA
03- 35
EXHIBIT "D"
CITY/CRA RELEASE
KNOW ALL MEN BY THESE PRESENTS that CITY OF MIAMI, a Florida
municipal corporation (the "City") and SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida
(the "CRA) (the City and the CRA are collectively referred to as the "first party"),
for and in consideration of Ten and 00/ 100 Dollars ($10.00), and other good
and valuable consideration, received from or on behalf of the ST. JOHN
COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida corporation
("St. John CDC"), LYRIC VILLAGE HOUSING, INC., a Florida corporation
("LVHI") and LYRIC VILLAGE JOINT VENTURE, a Florida general partnership
("Lyric Venture") (St. John CDC, LVHI and Lyric Venture are collectively
referred to as the "second party"), the receipt and adequacy of which is hereby
acknowledged, remises, releases, acquits, satisfies, and forever discharges the
said second party and their officers, directors, commissioners, agents and
employees, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, agreements,
promises, damages, judgments, executions, claims and demands whatsoever,
in law or in equity, which said first party ever had, now has, or which said first
party hereafter can, shall or may have, against said second party, for, upon or
by reason of any matter, cause or thing whatsoever, from the beginning of the
world to the date of these presents relating to or arising out of, directly or
indirectly: (i) that request for proposals (the "RFP") issued by the CRA on or
about June 20, 1996 with respect to that certain real property located in
Miami -Dade County, Florida more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property"); (ii) the response to the
RFP submitted by St. John CDC and LVHI; (iii) the selection of Lyric Venture as
a successful proposer to the RFP by the CRA; (iv) the approval by the City
Commission of Lyric Venture as the successful proposer with respect to the
RFP and Property; (v) the Purchase and Sale Agreement executed on or about
July 22, 1997 by and between the CRA and St. John CDC with respect to the
Property; (vi) the Agreement for Development executed on or about July 22,
1997 by and between the CRA and St. John CDC (the "Development
Agreement") which was joined into by Lyric Village; (vii) the Mortgage,
Assignment of Rents, Security Agreement executed by St. John CDC on or
about July 22, 1997 in favor of the CRA (the "Mortgage") which was joined into
by Lyric Village; (viii) the undated Promissory Note in the amount of Four
Hundred Eighty Thousand and 00/ 100 Dollars ($480,000.00) executed by St.
John CDC in favor of the CRA (the "Note"); and (ix) matters raised and the
matters that could have been raised in the action styled City of Miami and
Southeast Overtown/Park West Community Redevelopment Agencyv. Lyric
Village Housing, Inc. and St. John Community Development Corporation, Inc.,
Case No. 00-30414 CA 13, pending in the Circuit Court of the 111L11 Judicial
Circuit in and for Miami -Dade County, Florida.
SE®PW / CRA
03- 30
This Release shall not release St. John CDC from the terms and
provisions of the Settlement Agreement dated as of April 28, 2003, by and
between St. John CDC, the City and the CRA, which obligations are not subject
to this Release.
First party hereby represents and warrants that they are fully competent
and able to understand the terms of this Release, that first party is not relying
upon any statements or representations (whether express or implied) of the
second party, their employees and attorneys regarding this Release and that
first party is entering into this Release under their own free will believing that
this Release to be in their best interest.
This Release shall be governed by and construed in accordance with the
laws of the State of Florida.
This Release may be executed in counterparts by the parties hereto and
each shall be considered as an original as far as the parties are concerned but
together same shall comprise only one Release.
IN WITNESS WHEREOF, we have hereunto set out hand and seal this
day of , 2003.
WITNESSES: CITY:
Print Name:
Print Name:
ATTESTATION:
City Clerk
Priscilla A. Thompson
CITY OF MIAMI, a Municipal
corporation of the State of Florida
IIn
APPROVED FOR LEGAL
SUFFICIENCY:
Alejandro Vilarello
City Attorney
SEOPW/CRA
•
WITNESSES:
Print Name:
Print Name:
9. ATTESTATION:
Priscilla A. Thompson,
Clerk of the Board
CRA:
SOUTHEAST OVERTOWN/
PARK WEST COMMUNITY
REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI
By:
Frank K. Rollason
Executive Director
APPROVED FOR LEGAL
SUFFICIENCY
William R. Bloom
Special Counsel to the CRA
sLt)pW / CRA
EXHIBIT "A"
LEGAL DESCRIPTION OF RFP
Block 25, North, City of Miami, according to the Plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -
Dade County, Florida and Block 36 P.W. White's Resubdivision of
Block 36, North, according to the Plat thereof as recorded in Plat
Book B at Page 34 of the Public Records of Miami -Dade County,
Florida, including but not limited to the following property:
Lots 5 to 17 (inclusive), less the West 7.5 feet of the South 50 feet
of Lot 10, Block 25 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at Page 41, of the Public
Records of Dade County, Florida.
AND:
Lots 1 to 3 (inclusive), 6 to 11 (inclusive), 14 to 19 (inclusive), 22 to
27 (inclusive), 30 to 35 (inclusive), 38 to 43 (inclusive), 46 to 48
(inclusive), Block 36 North, P.W. WHITES RE -SUBDIVISION OF
BLOCK 36 North, according to the plat thereof, as recorded in Plat
Book B, at Page 34, of the Public Records of Dade County, Florida,
Less that portion of Lots 1, 8, 9, 16, 17, 24, 25, 32, 33, 40, 41 and
48 taken for the right of way for the Rapid Transit System.
SE®PWXRA
i�3- 35
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EXHIBIT "E"
SITE PLAN OF MIXED USE PROJECT
SEOPW / CRA
d3z= 35
EXHIBIT "F"
DESCRIPTION OF CRA PROPERTY
FOLIO 01-3136-036-0070
PARTS OF LOTS 20 THRU 22, BEGINNING 41.87 FEET SOUTH OF
THE NORTHWEST CORNER OF LOT 20 THENCE SOUTH 52.07
FEET, THENCE EAST 79.74 FEET, THENCE NORTH 8.90 FEET,
THENCE NORTHWEST 90.6 FEET TO THE POINT OF BEGINNING;
AND ALL OF LOTS 23 THRU 26 AND THE EAST 50 FEET OF LOTS
29 THRU 38 AND ALL OF LOTS 39 THRU 48, BLOCK 1 OF
PARRY'S RESUBDIVISION OF SOST'S SUBDIVISION AS
RECORDED IN PLAT BOOK B, PAGE 163, OF THE PUBLIC
RECORDS OF DADE COUNTY, FLORIDA.
1
SEOPW/CRA
03- 35
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EXHIBIT "G"
SPECIAL WARRANTY DEED
THIS INSTRUMENT PREPARED BY
WILLIAM R. BLOOM, ESQ.
HOLLAND & KNIGHT LLP
701 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(Form DR 219)
Space Above This Line For Recording Data
SPECIAL WARRANTY DEED
This Special Warranty Deed, made the day of , 2003 between
the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and politic of the State of Florida, whose address is 300
South Biscayne Boulevard Way, Suite 430, Miami, Florida 33132, called "Grantor" and
ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida not -for -profit
corporation, whose address is , hereinafter called
"Grantee."
WITNESSETH: That the Grantor, for and in consideration of the sum of Ten
Dollars ($10.00) and other valuable consideration, receipt of which is hereby
acknowledged, does hereby remise, release, convey and quit -claim unto the Grantee
forever, all of its right, title and interest in that certain land situate in Miami- Dade
County, Florida, to wit:
See attached Exhibit "A" (the "Property")
SUBJECT TO:
A. Taxes and assessments.
B. Current zoning regulations.
C. Restriction, conditions, reverters and easements of record.
TO HAVE AND TO HOLD, the same together with all and singular tenements,
hereditaments and appurtenances thereto belonging or in anywise appertaining, and
1
SE®PW / CRA
0 •
all the estate, right, title, interest, lien, equity, and claim whatsoever of the Grantor,
either in law or in equity, to the use, benefit and behalf of the Grantee forever.
The Property is being conveyed by Grantor to Grantee for the development of a
mixed use development on the Property and adjacent property owned by Grantee (the
"Mixed Use Project'). Title to the Property shall automatically revert to Grantor in the
event that construction of the Mixed Use Development has not commenced on the
Property within six (6) years from the date hereof. Commencement of construction
shall be interpreted as the issuance of a building permit for construction of the
improvements on the Property. This reverter provision shall be automatically be
released upon the closing of a construction loan for the Mixed Use Project on the
Property. Grantor shall execute any and all documentation which may be reasonably
requested to evidence that this reverter provision has been so released.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee that it has good right and
lawful authority to sell and convey said land; that it hereby fully warrants the title to
said land and will defend the same against the lawful claims of all persons claiming
by, through and under Grantor.
IN WITNESS WHEREOF, the Grantor has caused this Quit Claim Deed to be
executed the day and year first above written.
WITNESSES:
Print Name:
Print Name:
ATTESTATION:
Percilla A. Thompson, Clerk of the Board
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY, an agency of the State of Florida
By:
Frank Rollason, Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
William R. Bloom, Esq.
Holland & Knight LLP
Special Counsel
SEOPW/CRA
03- 35
STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
2003 by Frank Rollason, as Executive Director of the Southeast
Overtown/Park West Community Redevelopment Agency, a body corporate and politic
of the State of Florida, on behalf of the Community Redevelopment Agency, who is
personally known to me or who has produced- as
identification and who did/did not take an oath.
Printed Name:
Notary Public
My Commission Expires:
SE®PW/CRA
03"
EXHIBIT "A"
LEGAL
FOLIO 01-3136-036-0070
PARTS OF LOTS 20 THRU 22, BEGINNING 41.87 FEET SOUTH OF
THE NORTHWEST CORNER OF LOT 20 THENCE SOUTH 52.07
FEET, THENCE EAST 79.74 FEET, THENCE NORTH 8.90 FEET,
THENCE NORTHWEST 90.6 FEET TO THE POINT OF BEGINNING;
AND ALL OF LOTS 23 THRU 26 AND THE EAST 50 FEET OF LOTS
29 THRU 38 AND ALL OF LOTS 39 THRU 48, BLOCK 1 OF
PARRY'S RESUBDIVISION OF SOST'S SUBDIVISION AS
RECORDED IN PLAT BOOK B, PAGE 163, OF THE PUBLIC
RECORDS OF DADE COUNTY, FLORIDA.
1
SEOPW/ CRA
03- 35
t.
$130,000.00
749,556.00
determined
700,000.00
200,000.00
200,000.00
100,000.00
175,000.00
50,000.00
190,000.00
MIA #1196413 v9
EXHIBIT "H"
TOWNHOME PROJECT GRANTS/LOANS
LISC Predevelopment Loan
Construction Loan for financial institution to be
Surtax Loan
Ship Loan
Knight Foundation Grant
SHIP Grant
Federal Home Loan Bank AHP Grant
Empowerment Trust Grant
ST. JOHN CDC Equity/Development Fee
SEOPW/CRA'
03- 35