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PURCHASE AND SALir AGREEMENT
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THIS PURCHASE AND SALE AORL'Yi'R� EN'1" (Ilio "Agmamcnl'} is made and Ontered
into osis __ el tray of Agri 1 _, 2007 by and between the City of Miami, a mvniciprtl
corporatiolr of the State 61' arida, with offices at 444 S.W. 2h� Avonue, Miami, Florida 33130
(the "Seiler"), and Madison Housing 11, l.td.. a Floritict limited partnertship, with offices at Vo
The Gaiehouse Group. Inc., Cabot Business park, 120 Forbes Suulrvartl, Martsrivid, MA 02048
(thc "PAachaser"). (The Sella and the Purchaser arc hcrcin.UicT jointly rcf' Tred to as thu
"Parties" and individually may be referred to as a "Party".)
Re6tals
1. The Seller hes Rgreed to convey the Property (as herein described) to tiro
Purchaser rlunwot to Rcsoltttion No. 07-0174, duly adopted by the Miami City Commission on
Mtttt:h 22,'(}07, for the dcvclopt»ont of affordable rental undior hvmeOwnership units (the
'Prujrct").
2_ The Purchaser desires to acquire rho Property from the Sulicr in ttctordanot; with
rho torous a,td trsnditions cel'thils Agreement
NG,w, rherclorr, the Parties hereto hereby epee [bat Sollcr shall loll and the Purchaser
shall purchase the fallowing property upon the following terms and conditions'
IlIMSC>i2iP' ON OF ROPERTY
0) Legal Description
Trecta A and C, New Hope Gverto%Pri, a;;wrding to the flat
thsrcoff, as rocordod in Plat Bouk 157, ui Pap 14, of the
Public Rccords of Miami•Vadc County, Florida,
hereinafter referred to as the "Property".
The City agrees that, prior to the conveyance of 1 -he Property io Purchaser, it sha11
remove all buildings, clear the site and release all lions, to the extent perinittcd by
Scetiun 2.817(h) ul'the City Cork, that currently encumber the Properly_
2. P 1R CHO k-PLUCKAND PAYMENT
The Puruhtwer agrees to pay and the Wer agrees to accept the: suln of Tett fetid
NotIOU Dollers (SI0,00) (the "Purcfu;e Price") as the Purchaxe Price fir rhe
Property. Tha Purchase Price shall be payable as follows. At the Closing, the
Purchase Price, increused or dtcreased by adjustmrmts, crL,dits, prorations, and
cxpcnim as set Ibrth ifs Src:lian 13 and/or tuty other provision of this Agreeirteni,
shall be paid by the 1'utchaxor to tate Sutler in the Form of cushicr'y check,
certified dieck or wire trtutsfer. l wther, W Ftuehascr &grws to ttsSume certain
existing dobt in the upproximute wnautrt of $412,625.00, cneumbering dee
Property, payable to the Seller, ttptnt temt:c and cunditionn reasonably accepiablc
11 U -Sped 'p :,0. ,'ll.
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to both 11=haser and Scher, including tho following; (1) that portion of the debt
ollmxmtrtt to the miut units developed on the Property shall be non-lnterr l
bearing and hnve no prfrwipal amortization, if the rental emits in the i'rvject ure
kept affvredabie for a mitumura of thirty (30) years in uccardanco with
mquiretneats td be svt foM in the Closing Documents, that Portion of the debt
shall be 1orgivcn, and, (2) that portion of the debt dooWed to the homeownership
unite developed on the Property shall bt rVild to the Seller, pro rata, upon Of,
We of each of the homcuwnttrship units to an affordable homebuyer, Tho debt
tissumed by the Purchaser shall be subordinated t0 a third lien position to other
financing t=onably squired by the Purchaser in developing its contctnplatcd
improvemenis on the Property,
3. EN4rrROKM14N1'AL MA7 1')gltS
A. Dotuitions,
Furputpaycs orthit; Agreement:
The tetlm Iiamrdous WeriaW, shall mean sad include without limitation, airy
substance, which is or contains: (A) any "haxirdous substunce" as now or
her+caftrr deemed Fn the Comprehensive Envintnme vial Response, Cotnprnsulk n,
and Liability Act of 19$0, as amended (42 U.B.C., Secliun 9601 et seq.,
"CERCLA") or any mgulations promulgated under or pursuant to CURCLA; (0)
city "hazardous waste:" as now or heTcalter defined in the Resourt;r Ccrosavation
and Recovery Act (42 U.S.(:,, Section 6901 tt scq.); (C) any substance regulated
by the Toxic Substanct:s Control Act (15 U.S.C., Sccdoti 2601 el, suq.); (D)
gasoline, diesel tut1, err utters petrolcutn hydrocarbons; (L) asbestos at:td asbcvicl
containing materials, in any font, whcthcr friable or non -friable; (F)
polyeWoriAmcd biphenyls; and (G) any additional aubstanac or material which: (e7
im now or hereafter classified or considered to be hazardous or toxic under any or
tho Ettvironrncntttl Requirctttents as hereinafter dcfincd; (?i) causes or threatens to
cause a nuisonoo on the Prolxrty or adj4cettt propZM or poses or thtualcn5 to posc
a hazard to the health, or safety orpeivotig an the Property or adjacent property; or
(iii) would constitute a trespass If it cnnanated or tnigratod rrom the Property.
'file tarn "Environmental Rcquircmcnts" shall mean all laws, ordinames, statutes.
cedes, mics, +regulations, agrccmcats, judgtnentc, orders trod dccrccs. now or
horealier eructed, prurnulgaied, pr amended of the United Stotts, the State or
Florida. Miami -Dade County, the City of Miami, or any other political
subdivision, agency or instrumentality exercising jurisdiction over the: Seiier, the
Purchaser, the Property, or tho use of the Property, rcfating to pollution, the
protection or regulation orhumdn health, natteral resource, or the environment, or
the emission, discharge, release or th=oned release 01' pollutants, contaminants,
Che:rnicals, ar industrial, toxic or hat ardom substan= or waste or Hazardous
Malmials into fhb rnvirorruent ('including, without fimitation, ambient air, surface
water, groundwater, land or soil).
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B. DiseLtirntr As To Eaviruntnontal Matters.
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'Ilia Property is being sold in ",4S IS" condition. The PuruluLwr acknowltidge:s
and agrees ilmt the Seller has not nada, does not mako and speoifctilly actati:s
tuui disclaims any mpmsernations, wartun ies, promisor, Covenants, agretn VRS OT
guaranties of any kind or chtt=tgr whatsoaver, whrtbcr Express lir implied, orul
or writma, (past, pMserst, or fur re) or, ai; tb, concerning; or with respect to
environmental mattorr: with rcteronco to the Property. Including„ but not limited
to: (a) the volute, nature, quality or condition of the Property, including, without
limitation, the waiter, minerals, soil and gimlugy, (b) the cornplian" or ur by the
Propomy or its up=Tiun with any Envimmmentdt Requira mertU, (c) compliance
of or by the Property or the Seller with any anvirorcnental protptnion, poliulion.
land use, zoning or development of regional tmpact laws, rules, rqulstions,
writers or requirements, including the existence In or on the Property of Ila7xdqus
Materials.
The Purchaser further acknow)cdget; nod agrees that as port of this agrcement it is
being given the oppoMmity to inspect the Ptoperty, all relevant do curn%�nt3 and
records of the Scilcr as they mlote to rhe Property, and any other doeuruents that
may exist in the public records of the slate, county andlor city rcl8ting to the
onviron,rtcnml condition or the i'roperty, and that with Wgurd to the matters thatt
are the Subject of this Agreement, the Purch&wr is not relying upon any
docuxnersts or representations made by or on behalf of the Soller, but that the
Purchaser is Tmponaible to conduct its own invesiigulion(s) ofdw Property.
The Purulinser rurthcr at;knvwle4ms and agrees that any information providtd or
to be provided by the Seller with rmpect w thn Property was ohtained from u
variety of Sotrocs, and that the Sellar has not made an hule-pendGnl invcsligation
or vcri Ration of such infarnation and makes no rcpresentadons as to the
accuracy or completeness orsttch tnfurmation, piavidod. however that the Seller
agrees that it will not intrntiomily withhold inflormtttion rind will not knowingly
provide tiny false or mislceding ini'orm4on to thug Pumha%er_
t^. Inv"tigtttion Pcrlod.
'IU Purchaser, its employws, agents, consultants tad contrdcturx Ault have a
period of forty-five (45) days from the Effective Datta (the "investigation Period")
in which to undertake, at the Purchaser's expense, such work. physical inspoctions
and other inveatigntiuns or and coreeming die Property including suiweys. soil
borings, percolation, cnginccring studies, enviranmentul tests and !nudies ural
other tests as the Puxmhascr eortsidors niu%ssary tbi the Purchaser and its
connuttunia to review and evaluate the physical oharaGtcrl3tics of the t'roperty (tbc
"Environmental lnspWion"k afla giving the Seller reasonable notice of lwcaty-
Nut (24) hours brier to =h test to be peribrmed, The Purchaser,at its option,
emus extend the Inveztigatinn Pcrlod for an additional thirty (30) days if, bascd
upon the resoles or the wting, additional testing is wun-untcd FOO the purpose of
coodut tlttg the Lrivirownwal tnspoction, the Seller hereby grunts to the
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Purchaser imd its Gonb'ttltants and/or agents, full right of entry upon the Property
daring the Investigation Period through the Closing Data. 'lite right or access
harbin granted shall be oxoratod and used by the Purchuser, its employocs,
agents. roTmsetttptives and contraritors in such a mannsr as not to cause any
matmial damage or destruction of any natux whatsocvcr to tho Pmoperty, or
interruption orthe use orthe Property by die Seller, its eniployees, ofiiccrs, agents
and %=ants.
D. Inspection rademnity, tn;urilvcc and licic .
Notwithstanding anything conWncd in this Agreement u) the vonirary, its
consideration for the nominal purchaso price for the Property and for the Seller
granting a continuing right of entry to the Proporty prior to the Closing DR% the
Ptirchaber hereby specifiwtty agues to,. (i) ftlutdiately pay and/or vause to be
mmoved any liana or encurnl�r.mces (fled against the Property as a result of any
actions eakcn by or on behalf of the Pnrciu ser in connrution with the impemion of
the property; (ii) immediately repair and rmtorc the Property to its condition
existing immediately privy to the Invostigatioif Period; and (iii) with respect to tlW
inspection of the Property, irderanify, del'mJ and hold harmless the Seller, iib
employees, officers and agcsts, from and agsiwt all claims, damsgos or losses
incurred to the Property or otherwise as a result of the actions taken by the
Purchaser, any of its empfoym, agents, mpresmativos or contractors, or anyone
dircoly or indirectly employed by any of them err nnyvna For whutie acw they may
be litible. , regardless of whelher or not such claim, demand, cauvt: of Klioo,
dumagc, liability, loss or cxpcnso is causod in pan by the Selltu, and/or its
employees, ollicenr and agents, provided- how;ver, the Purchaser shall not be
liable for the &rats negligence or fntontional misconduct of the Seller, or its
employees, officers and agcats, Nothing htroin siml) be "med to alxridge the
rights, ifuny, orthe Seller to Beck contribution where appropriate.
The piovlOons of this indemnity shall survive the Closing and/or the termination
ofdiis Agreument.
Prior to tho Purclutser amtering upon the Property for purposes of commencemeAt
of the Environmental b ixpection, the Purchu= skill rumislu to the Sealer the
policy or policies of insurnncc and/or cartiltc rtes of insurance promoting ilia
Saila during the course of such testing against all claims for personsl injury and
property damage tensing out of or related to the activities urdcrmkcn by the
Purchaser. its agents, employees, consultantq and con(mlors, or anyone directly
or ladircetly employed by any of them or anyone for whose acts they may be
liable, upon the Property or In connection with the EiMronment3i Inspection. All
such policlos andlcir aeniliuttes of insurance shall bt in such a form and in xuch
amounts as may be required by the Selier's Risk Manugament Adminixtrutor.
The Purchaser hcroby voluntarily, intentionally and knowingly w.4i yes any and hit
claims against the Seller fair personal injury or property damage sustained by the
Purchnter, And/Or its emptoytms, Agents, contrauors, or consultants raising out of
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or rolatrd to thr av-tivilie;s undcrtakeu by the Purchaser, its agents, rmployees,
consultants or eonirIctots upon the PMperty or in cotulCctfon" with the
EnviromuciaW Impaction, and hereby releases the Seller and its amploy*es,
uFfiicers and .gems from any claims in eunw.-Won therewith.
E. Remedies/!tight of Termination.
If, prior to the cod of the Investigation Period, the Purehdser discovers the
prestence of Naaardous Materials on the Property in levclr or concentrations
which czt oed the siandatrds set forth by the Miami -Dade County Department of
liovironmental Resources Management, the Stott: of Florida Deparltnent oi'
Ctivirortmcntal Ptotxtion, the United States Envinmmenwl Protection Agency,
the I<nvitonmcntal Kequirehi nes or by any other fcdcral, state at local regulatory
body with jurls;Eclion for emirunmental triatters, The Purchaser shall notify the
Sellar in writing and deliver to the Stiller copies of all written reports concerning
such Hazardous Materials (the "S jvirormaentni Nutiea").. The Puruhawr shall
have taxa option, within seven (7) business days from rite dsto the Scaler actives
the, Environmental Noliue, to came] this Agrcem=t by written notice to the
SclJt r. whereupon; (s) all properly dela and all studies, anulysis, n putts tmtl pians
respecting tho Propcny d4vcred by the Seller to thtt Purrbaxer ar pre -erred by or
on hellulf of the Purchowr shall be delivered by the Purohaser to the Sailor; and
then (ii) etccept ns t►therwisC pravidad in this Agreement, the Parties hereto shall
thereupon be relievod of any iW ull !'urther rtmpomtibility hereunder wYJ neither
Patty shall have any t ulhcr obligation on behalf of the other, and (iii) tfsc Sellar
shall refund to the Purchaser any deposits) paid by the Pwvhaser to the Selier in
anticipation of the Closing (the "Depusit"), less any out of pocket expenditures
incurred by the Soller in connection therewith.
F. Waiver Had Rekitse,
In tho event that the Ptuctmer drams nut elect to cancel this Agreement as
permitted by ptuagraph E of this Section 3, thv Pitrchuser acknowledges and
agrees that to the maximurn extent perinitted by law, tho sate of tho Propeny ars
provided far herein *'hull be rnadc on an 'AS IS" condition and basis with all
faults. Tho Pttrehnsvr on behall' set' hall' and its successors and usdps
voluntarily, knowingly and intrnLionitlly waivcs, releases, acquits, and &mvttr
dischargrs the Seller, and its hairs end successors and the assigns of any of the
preceding, of and fi•arn any and all claims, actions, causes of tuition, demands,
rights, damagos, costs, expenses or compenlution whatsoever. direct or indiiee:t,
known or uukaowu, foroscca or oaorescan, which the Purclw= or any of its
Kuccessvrs or assigns mw has or w1deh may arise in the future on account of or in
ecy way related to or in uonnt lion with any past, present, or future physical
characteristic or condition of the .Property including, without limitation, any
Hazardous Materials in, at. on, under or related io the Property, or any violation or
potential violation or uny Envirupynetntal Requitement applicable thereto. In
eddicion, the Purchaser thcreaRel specifically wpivts all current and future claims
and causes of action against the Sclicr arising unde7 CERCLA., RCCA, Chapters
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376 and 402, Flotlda Statutes, an say other !adoral at state taw or county
regulatino rnittting to 1lazordous Materials In, on, under or affecting the Property
or other environmental protoclions. Notwithstanding anything to the contrary set
forth herein, this reteaso shall survive the Closing und/nr the termintiWv cif ibis
Agreem=L The convoyanco of the Property for nominal value is acknowltdgod
by the Purchaser as being, cuff ciem consideration for this waiver and release by
the P=haseT, which sbait survive the Closing.
4. 't TY,eU lSYIDENCE
Within 30 days riche'FffCttiva Date, the Seller egrets to give Purchaser copies of
soy title policies and excr prions tut title perutining to the Property in Seller's
possession. the Purchaser, at its sole cow arra.! expense, xluill be responsible for
obtt Wn@ a title tDmmitment or other satisfactory evid=w which t3tc Purchaser
requires in order to asee 'twin the status of title. 'Che k?umhascr agmrs to forward a
copy of the al'orentontioned title documents to the Seller within 7 calendar day% or
tho Pwl¢hascr's receipt therwf and nu later than 7 calendar drays prior to rhe
Closing. 'Ibe F=4aser's 11110 examinailon Shall be complemd within the
InvcStigulion period.
In the evein the purchaser's examination of title reflects any condition which
renders the title unmurkmble or otherwise makes it impractical for the Purchu.Ker
to develop the lmpraverrtems•(As;defined in Section 10, blow) (the "Titta
Defect"), the Furchascr "I have the aptton to tsrsminate this Ag=MCnt within
seven (7) huMneas days froth the tn; d of the levestigation Fcriod. In such event,
the Pttrehttser shall notify the S�Iler in writing or the cancellunion of this
Agtcemcnt, whereupon: (i) all property data and all studies, analysis, rcpom and
plans respecting talc Property dcllveied by the ScIler to the l'unhaser or prepared
by or on bel -Alf of the Purchaser shall be delivered by the Purchaser io the Seller:
and then (iii) except as otherwim provided in this Agreement, the Paries hwetn
shall thercvpon be rciicved of sny and all !lather responsibility hercundcr and
neither Party shall hovo any further obligation on behalf of the other, and (iii) tlx
Seller shalt refitted to the 1.11=haser any dewsh paid by the Purchaser to the Seller
in antieilyutit>n of the Closing, less airy out of pocket expendifvm incutTed by the
Scller in oonnection thotewl&
In the event that the Purchaser does not elect to wheel this Agmemcnt as
petalitted by this Section 4, the Purchaser acknowledges and agrees that the saic
ur the Property us provided for herein shall be smote on as "AS IS" condition and
basis wilhcui any reprerentationa wul wwmnticx mtldt by Seller.
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S. TERM ATIt3h t3YL'URCHASER-
Notwithstanding any provision of this Agrectncttt tv the contrury, the l'wuchatrer
shall have the vpdo tV tt'rminatr this Agreement for uny reubon not ut1wrwisa
providod for in this AgreemKnt, within setrerl (7) businus days ,from the end of
the Investigation Period. In such event, the Puruhttuar shall notify the Scllcr in
writing of the cancellation of this Agmmtnt, whereupon: (i) all propctty data and
all studies, mmlysis, reports and pis mpccting the Property delivered by the
Seller to ihr Purchanr nr prepared by or on behalf of the Purchznr r shall be
doliver-rd by Uti: Purahasar io the Seller; arvl cher► (ii), tmoupt as od=wiw
provided in this Atrctrnctit, the Puvies h=o shall thereupon be relieved pf arty,
and all r'urther responsibility hereunder and acilhce Party shall have any further
obliguti(m un bChall'orthe ot%er, and (iii) the Seller Shall refwrd to the Purchase
any deposit paid by tho Putehmer to the Svilcr in anticipation of the Closiag, less
any out of pocket expenditures iacurted by the Seller in connection therewith.
6, IS"
COPfV& XANCE.
A. The Purchaser acknowledges and agrees that the PurcJtaser is pumhmiag
the Property in an "AS IS" condition without any wartrnnties, mpresentatium or
guaranties, either express or implied, or any k}ttd, nature or type wiLdsoever froth
ar on belialf of the Seller. Without in any way limiting the generality of the
immtdiutely preceding, and in addition to the specific disclaimers set forth in
Section 3 of this Agreement wilt respect to Privircarmcnial Mantrs, the Puruhatsrr
pled the Sailor further acknowlodgv and tib tlwi in cnicrint into this Agmcmcart
and purchasing the Property:
1. 'lite Purchaser hereby acknowledges that the Scllcr has not made.
and will riot cued does not inakc, any watrarrties or representations,
whether express or' implieds with respect to the Property, its
condition, and/or the ±value, profitability. or matkctabiliry thereof;
Z, The Purchaser aeknoKvledges that with respect to the Fropctiy. the
Boller has not made, and will not aced docs not make, any
warTundes, whether express or implied, of merchantability,
hat»tabitity or 11inem l7rr ti parth:ular use or suitability of the
Properly for any or aIi activities and uses which thy: Purchaser may
conduct thereon:
3. The Purchaser acknowledges that the Seller has not made, tired will
wit unci does not make, Any representations, whether expires w
implitui, wilt respmt to wmplitmce with any land use, dt:vcloper
impact tees or asscssmcnts, mooing or development of regional
impwt laws. ruler, regulations, orders or requirements;
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71c Ptuchascr acknowledge$ that the Purchastsr has mads anftr
Shull be givvn an ttticquittc opportunity to snake such legal, factual
and other inquiries and invostlgations as the Purchaser deems
necessary, desirable or approprltue with respect to the Propeny,
aAd the value or murkctability thereof and uny appurtcnancas
thtrato. Such inquiries and investigations by the Purchaser
include, but shrill not be limited to, the condition of all portions of
the Property and such state of facts as an nasurate ttbs MCt of tide
woutd show;
5. The purchaser acknowledges that the Purchaser has not relied, and
is not relying. upon any information. doctununt, projsctiun, pro
Portna, statement, reprewnulion. guaranty or warranty (whether
express ur implied. or oral or written or malcrial or Imntateripl)
Thal may have been g Iven or made by or on behalf of the Seiler,
6. Thi: Purchsscr acknowJedgos that m to imy personalty vn the
Property the So11er bas not made, will wx make and does not miake,
any warranties or rcpraserMtions, whcthor express or implied, and
spocificully di:cclaima any WAMAN'I`Y OF
MERCHANTABILITY. As to prrional property, if tiny, it shall hr
conveyed to the Scdcr on an "AS 1S" condition and basis with all
luults,
B. The prolrisionR of this Section 6 ;hall 6nrvivt the Closing.
RRMIC11ONS. WEM) PUS AND LIMITATIONS
The Purtmhnw further mgrces it stall take title subject to: zoning requirements,
rosirictioris, and prohibitions, and olhvr requirernenis imposed by governmental
authority; restriclioas and rnatters appearing on the public ruwrdt , including, but
not limited to, deed restrictions and reversionary intoreata, and all recorded and
unwoorded euscments and any matters that would be disclosed on a survcy of the
Property.
S. QOSrNG DAIL,
The Closing of the sale of ihv Propcny (the "Closing') shall take place no later
tharl December 24, 2009 (the "Closing Date"), at B mutually tlgrCeuhlC time a1 tilt
City of Miami. Offico of the CAY Attorney, at 444 SW 2 Avenue, Suitt 345,
Miumi, Fiarida. ne Fortits may; subject to mutual agrV=0M, establish an
o IRI data 1hr the Clusirtg. The parties agree that tho Ytwvh=r is applying for
various forms of subsidized financing which may include low income housing tax
credits (colkfc$vely, the "r'lnancW). The Furchascr's obligations to acquire the
Property hereunder are %ubject to it successfully obtaining such Financing. At
uwh flint as the Purchaser obuuns the sante it will notify the Seller of iui inlentian
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to Acquire the Property, provided, howover, that the Closing of the sale of the
property shall take place no later than the Closing Date.
9. DEED RES]MICTFONS
The Seller shall convey title to the Property by City Uced (which shall be it quit
claim deed), subject to certain deed restrictions partuining to the use of the
Property imposed in accordance with tttc rcquiremmnts of the City Charter and
Code, the City Commission, the funding source (the HOME Tnvestmvtst
Yat n=bips Pmgram, 24 C. IL Part 92) for the Property and rho following
agrecutcata bcrwcw the Purchuxer and the Seiler.
The purchuer must have coju=necd construction or no Jess than 40 multit'rtrnily
apartment snits, within 12 months of the daft of the Cty Deed. Requirements Far
subsequent phase(s) of the Project, if any, shall be mutually agreed upon by the
pertics hereto and con6istov with this -Agreement,
Further, the Purchaser must complete the aforodescribed improvements, as
evidenced by the i5suw= of a Certificate of Occupancy by the appropriate
govenunental body, by do later than two (2) yens from the date of the City Decd.
Such duics mtty be extended in the Sailer's rt monahle discretion in the event
circumstances oitutide the control of the Purchaser, as reutsonsbly determined by
Seller. make such dares impossible to be met.
In the event that the construction of tha project is allocated funding by lite City of
Miami Housing and Commercial Loan Committer, the tittle frames fur
commencement and completion of construction shall be 11W standard tirnc names
adopted by the Housing and Commcrcfal Loan Commlttcc,
The Purchaser r"sents and warrants to the Scilcr that for a period of thirty (30)
yotus (the "Affordability Period"), U,e Property will be used exclusively for circ
purpose of providing afforntlablc housing fur pervoim or howeWds or low and
moderate income, based on critoria established by the City CummiNsion of the
City of Mixmi in itesvlution No. 07-0174, a copy of which is attached hrreta as
L:xhibit A, subject to such "recaptum" provisions (in accordance with 24 CY.R.
992:254) relating to the Pfajcm homeuwnrrship twits as shall be provided in the
restrictive "vonant, or modikutiunlrextatement of rzsuictivC covc=t, to bC
executed by the Pumhaser at the Closing. The Seller has relied on the Purchaser's
reptt:tentatiunv in enieting into this Agreement pursuant to the provisionR of
Section 29-8 of the Charter ur the City of Miami, which exempts from the
cwnpetitfve bidding mquirctnents establidltnd therein "conveying property tQ
implement housing programs or projects which are intended to betwlit pormunr ur
households with low KrvYor modmjte incorne, the oriicria of which to be provided
for by federal and/or state law or by the city commission", The Purehasrfs
representations and warranties contaioed'in this Section 10 41111 constitute a
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covenant running with the Ind. wluclr touches, covenams, and concerns the land
and wits hind the Pumhasn and its authorized assigns and heirs tbrrwghma t6 -
Affordability Period. The Purchaser's repreientiatlont and wwrantios oontaincd in
this Section 10 shall be cnfbreeable by the Seller as a covenam running with the
law.
The Pumhaxr rquesmtuc and warrants to the ScIler that tho Property will be
developed for the: bcnc5t of pcmn0 yr htxr holds of low UW moderato income
as set forth herein. The Purehsser further agrees: to ccrrtstrixl on the Prupeny at
least 40 Units comisting of the following: (i) multifamily rental apartments for
Insse to porsow earning no greater than 80% of the area medico income for
Miami -Dade County ("AW) and/or (ii) hvinrownership units to be sold to
pm,ons taming no mora than 1209/6 of the AMI (17 a IrapTuvements"), provided.
however, that no less than.fotty (40) of tho Project units shall be rented or sold to
persons earning ru) grcntesr than 80% of the area modian irr0a w for Miami-Drtdc
Cowry, artd furzbcr provided, however, that the nurnbt:r of Project units to be
rented or sold to persons earning no greater than 80% ol'the arra median incume
for Miami -Dade County, shall be rcdwcd by the nvrnber of units rented or anld
by Madison Housing, Ltd., a Florida Nnitcd partnership, on'Tracts B Road 0 of the
Plat of New trope Overtown to persons earning no greater than 80% of the area
rztedian income for Miami -Dade Conroy. Upun the conveyance of the Property to
Purciwser, the Purchaser shall oondnuo diligcally with the euns:tructioo of the
improvements to Completion.
The PurchasCr's representations and wan-antles contented in this Section 10 shall
be embodied in a restrictive cuvenxnt which shall be recorded and inutually
agreed upon yy the panics which is intwded to embody the provision; of thea
Section 10,
It ADDMONAL AGREEMENTS/COVENANTS
A. The Purchaser agrers that H the vent the Property is ever immune or exempt
from the prsymern of ad valgrurn takm, the PurchAscr, or any of the Pttrchnsar's
assigns, heirs, or sac rxsors, shall Pry to the Scller an at uzl payment which shall
he equal to Wbpc the Scller would bane mrsived as ad valtnrm Taxes based on the
voluatio>s method employed by the county property appraiser pursuant to Chapicr
193 of the Florida Statutes, ax amended.
13. The Purchaser shall. within thirty (30) oalandar days from the date of the
Seller's written request fox the sante, provide w the Scller: (i) any documcnt(s)
reyuumd by the Sellor, in its We but reasonable jUdgrncnt, pertaining to the
dcvelt Mtmt ar the proposed Projcct, ituluding, but not limited to the tinmoing of
the consImclian therwf, armed, (ii) any other documents required by the Scller, in
its colt but reasomblo judgm m. reiaiing «p the Project, the; Property and/or this
Agroernent,
C. The pruvisknis of this Setciion t I• shalt survive the Closing.
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12. CLOSING-WCUMENTb
A, At the Closing, the Seller shall execute and/or deUvur to the Purchaser the
following:
I, City Dcad, xub*i to Condition, mstrictions, easements and
limitations of record, tiny conditirms and/or restrictions impused by
the funding source for the acquisition of the Noperty, and such
other conditions as arc described in this Agreement-,,
2. Wrtgap Awrnplion Agrwmcnt;
3. Modification Agarncnt(s);
4. A Closing 5ttttcmaal, .
i. A Sellers Affidavit Arid a Nott -foreign Affidavit;
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b. Stich docurncnts as ere necessary to fully rauthmi= the snit of the
Property by the Seller mand the execution of all Closing Docu mcnts;
and
7. Any other docurri nes ag muy be necessary or advisable to
cQnsummato the tramectlon conlomplated hereby.
i3. The Ptmchasar's Closing Documents' At the Closing, ilse Purchti8er SUlll
execute and/or deliver to the Solicr ilio following:
1. Mortgage Asstunption Agmrneat;
2. MocliCcation Agreement;
T cOaration of Restdcflyc Covamnts, or Modifiication/Restalment
orDeclumlicm of Resirictivc Covenants;
4. Closing Statement; .
S. Such dmuments as arc necessary to fully authorize the purchase of
the Property by Purchaser and the txecutlon of all OmIng
DOCUmcate;
b. Doewnents reasonably raquesled by the Seller periaining to the
development of tho proposed Pcoject; and
7. Any outer documcMs. tequirt d by the Scllcr to consutnrrteic the
transaction ctrntt:mplaird hereby which documents must be
satisfactory to Seller in its s)ls but reasonable judgement.
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13, CLOSING COSTS AND AD»'M.NTg
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At the Closing, the following irsntts shall be borne, ;adjusted, prtsr lod undlor
assumed by and between the Seller and the PUSCba9Cr as follows,
A. Adivs1man"T41P2rDbons
1. Real Estate 'faxes: All ad valorem taxes shall be prorated through
the Closing Oatc bused on the most current tax bill. The Seller
shall be re.4vn%ihle for all taxes pour to the Closing Dute and
Furchmer shell be respon4ble for till pro-rutcd taxes subuqueni to
tho Ciosfag Date.
2. Certify &=dinit Clots; Certified, confirmed and ratified
gwvernmental tiers, and pending lictis, as of the Closing Dade shall
be paid/a same d by the Purchaser. NotwitlWanding tl►e fvtrgoittg,
to tho extent permitted by Sectinn 2-917(h) or the City C(xla, the
Seiler agrees to release, or ca= to be rcitaxed, any liens created
Or impomd by the Salter that aro eurondy encumbering the
Pruperty
3. Other Taxes, i:xmi 'Faxes, assessments, water
and sower charges, ;waste: ('re and tiro protection charges, if
applicable, shall ba paid by the Purchvier,
4, Usual and CaLOMAW Such other ilems rhrat an usually attd
uttstamtiriiy pro-micd'bctween purchasers and sclitrs of progertics
in Mitvni-Dude County av of the Closing nate shall be paid by the
Pwcbwr.
B. _lid
1. trach Party sitali bt; rexpomible for its own attomey's rm inutnred
in conntction with the Closing.
2, "Mc Purchaser shall pay all other Closing and recording cash
incumd in cvttmecdon with the aaic And purchase of the Property
dmribed in this Agreement and the assumption of the existing
dv: t, including, btn not Iimited ta:
(i) 011 mcurding charges; and liling fere payable in Gtmnectlan
with U10 trattsfer of the Property hereunder;
Cti) dat:utrtetttsuy stamps; artd
(lis) Project foes, including signage Cees, advertising costs and
fees for Property sc=ity.
any
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the Purchaser wurnes all risk of loss or damage to the Property by fin; or othu
casualty, or acts W God, as of the Ef%tivc batc,
15. RELEASE APM I UMNfF1CATION
The Purchaser amd r nyorte claiml by, through or under tho Furchasor hereby
fully and irn:vo¢ably relearn the triter, arid its employees, officers, directors,
rapresenmtivcs, agents, sUCCCdBt)rs land a55igtt4 (wnectfvely, the "sailer") from
any and till claims that it may now Rave or hereto er =Mm gairw the Seller for
any cost, loss, liability, damage. axptltsc. demand► "on or cause of aetian
arising from or rcletod to airy defects, errors. omissions or other conditions,
including, but not limitod to, envirotunenW mitten, iille to the Pmpeny,
condition or the Proparty► parsowl injury or propony damage Arising from the use
or odotapanq of the I►roperty, or arty other matter affMing tho Propetly, or my
portion thcroof. 'Phis release and indamnificailon shall survive lite Closing.
16. REFAULT
A, if this trausaction does not Clone as u reyuit of default by the Sellcr, w and
fvr itis sole snd exclusive, romedies, the Ptuulwor shall be entitled to: (1)
elect iia terminate this A6greementand rcceivo the return ofthc Deposit; ot,
(ii} Clect tO Wank any YUCK dafttull and obtain the relief of spcciftc
performance apinsl the Seller without arty further claim agpinst the
'Wkr.
B, if this transaction docs not Close as to result or default by the Pvru Jwt:r, as
and for its sole snd cxclusivc remedy, thL Scllier ahull reittin the Deposit
and aDy interest earned thereon. as liquifted damages and not as a
penalty or forfi:itun:, equal dam" being difficult or impossible to
tveasurs,
C. Nchber party sltall be entidJA to exercise any remedy for it default by the
giber Patty until (i) such Party has delivered to the other notice of the
default; and, (ii) a period of I= (16) c aleidar days from and Oct dal ivory
of such nolkt has expirml with the other Party having failod to cure the
default, Howeva, there Ahn11 be no cure period for the Nrchascr'�; failure
to talose on or before the scheduled Closing Date. Upon such failure ol'the
Purehaeer, Chia Ag%vrncnt shell automaticalty and immediately tcrminmdc.
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17, DESIGNATE UN (IF REPRESENTATIVES
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7hr Ptyrt:bsser aad 1136 Seller acknowladgc that proper eommunicalion btttwcca
tho Pwcbgser and the Seller is important. Aeaotdit)oy, to facilitate such
cvmtntutication, the Purelww and the Stiller have appointed tht following
peisons on their respective bciWvcs to be their rapsesentativei, to wit:
On ba half of the Sellar;
On huhcdj'gf rire Purchaser:
City olmiarni Madison Housing Il, Ltd,
NL bera Gomm Dirct for c/o The Gatehouse Group- Enc;
0t.`pnrnnent of Gommunity Development Cubot Rustiness park
441 SW 2"� Avenue, 2'4 F icor 120 Forbes Bouievuud
Miami, FT, 33130 Mal3sFicld. MA 02048
THcphonc (305) 416-1978 1 Attcntion: Marc Plonskicr
18, NQ'114'LS AND O i-i61�MMUNICAT IONS
NO ;ceb given pursuant to this Agr=mt:nk shall be in writing and shall be doomed
prcpaly served it' deiivemd by personal iorvico or try certified mail vddrassed to the
Sellar or the Purchaser at thts addresses indicated below, 'Nodue sliaSl be deerned given
on tie day on which personally served, or, if delivered by certified mail, on the fifth day
otter being pasted or the date of tactual receipt, whichever is earlier. Othor
communications which may be given pursuant to this Agreernom shall tet in writinu And
shtl! be deemed gtvcn upon hand delivery or Live (5) business days after dIcImiting Lhe
vasa with the VS. Postal Service to the addrtwes indialcd below.
ge(fer
f twhuser
City (if Miami
Madison Housing 11, Ltd -
Barbara Gowm%, Dimtor
c!o Tile (laatahopsa: Oroup, Inc.
Uepartmet3t of Community Developmtnt
CaW TiucineSs Park
4,34 SW Z"t Avenue, 2'6 Floor
120 Forbes Bmdevard
Miami. Fl. 3,3130
Mansfield, MA 02048
Tclephono (345) 416-1978
Attention: Marc Plonskier
Copy To
Ils:tto 7'cmcfain, Esq.
A.s;ri StaW City Attorocy
City ormiurni
444 SW 2 Avenue, Su le 945
Kiatni, lel, 33130
Copy To
Brian J. McDonough
Steams Weaver Miller Fdeissler
Alhadefp & Sirt tort, P.A.
Museum Tower
150 West Flagler Street
22ne Floor
Ki tun!, VL 3313ti
O' tpcumpy -" : 14 .5.; Sir: , i 14 1
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The Scticr will cndcttvorto send cop)
of notices giver to the Put -chaser pwsuant
to this Agreement to the Purchaser's. legal counsel Indicated above. Tlowevcr, the
failutt by the Seiler to sand a cc y ofa notice pmperly sent to the Purehmter ahull
not afll= the valid deiivory of such notice to the Pnrchaser,
19. CAPT1AN1, AND HEADTNCS
The Stiction headings ur capticros upppiring in this Agreernent are for
eonvanicnoe only, ane not part of this AVeement, and aro not to be considered in
interpreting Leis ASrectucnt.
20. BINDING EFFECT
This Ag mncnt shalt bind slid inure to the h -=fir of the Parties hereto and their
sucutwors in intore5t,
21, GOVERNING LAW
This Agrccmcnl shall be governed occordiag to the laws of the Statc of Florida
imd renue in any prucredings shall be in Miami -Dade County, f /urine.
22. WA MW
No waiver by tither Party or imy rallum or refusal to comply with ]It--; obligatimu
shall be dccmed a wgivor of any of 'r or subsequent failure or refused to comply.
All remedies, rights, undertaking, Dbllgalioag and agreement contained herein
shall be cu nulativC and not mutually,, Cxclusive.
Z3, WAVIVALQF jtEi'RESE�V�S/WtANT1E
Only those provisions this Agreement which arc so dosigmttcd shall survive the
Closing and be enfiirccahle by the respective Parties until out;h time a,
extinguished by low.
24.. PARTIAL INVALTDITY
In the event lhul uny provision or this Agreement shall he unenlorueable in whole
or in pert, such provision shall bo limitod to the extant necessary to render the
same valid, or shall be cxciscd from this Aprco,nent as Tho ei=inslances r" ulre,
and lhix Agreement shall be construed as if said provision had been ineo"ruted
hetrain as so limner/, or ns it tutid provision had not been Included herein, as the
case may bo.
ZS.. lYAIVEft OF TRIAL �Y JtiRY• V1;IVTTE
1'he Panics hereby knowingly, voluntarily and intentionally waive airy 60it thq
may have to a trial by jury and/or to claim attorneys fees tfton the olhur Pany in
respect to any litigation arising trait ul; under or in c:annealion with this
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Agroemem, or any course of conduct, counc of dulling, stat=ants (wbethtr oral
(Ir written) or actions in connection with the trattsactlons contemptstcd hereby.
This provision is a material indvcmem for tttc 1swchaser and the Seller entering
into this PLgtcoment. Venue in any liti&Minn shall be. in Miami -Dade County,
Florida
26. ENTIRE AGRUMENT i
l his Agreemcat contains the ochre �Vctmtnt betwcsnn the Partici. There we no
promises, agreements, tntdmakings,1 wamtntics or reproacntations, oral or written,
Wcprm nr implied, be(wee" the Parties other than ets hcreln set forth. No
amendmoat or modificuU m of ihis Agrectttem shall be valid unless the Satre is In
writing and signed by the City Manager on bsrhalf of the $eller, and by the
Purchaser.
27, 11l►'1:E ON TUE ESSENCE
Time is of the essertec of this Agreemeat and in the performanco of 911 conditions
and covenants to tic performed or satisfiod by either Party hereto. whenever a
date specified herein shall full vn u 5uturday, Sunday ar legal holiday, the date
shall be extended to the nom sucoeadiug bvsineas day.
28.. FFFli MVE DATMIME-OF ACCN;PTANCL
Thr. Effective VAR of this Agreement shall be Ute date on which the attesWurt uP
the City Clerk is affixed to this Agreement,
/sknarures appeAr on the fuflowlag pugr)
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1N NMNFSS WHEREOF, the Parties hercio have duly executod this Agreement, as of
14 day xnd year first above writim
Arl$T; MADISON I(OUSINC 1'I, 1,Tl)., a Florida
Wiuxcss
Print 7AMO
ATS L'ST:
Ir1
cills A. Thompson, City Clerk
pmts: Y-4-07
APT -roved As To Form And
linsired parmership
By: Madison Wowing n, 1.1,C, a Florida
limited liwliiy company, a gcn=i
punncr
13y: 1l]C Ciratclw Cs up, Tnc„ its
tet anagcr
M J'lortskmr,IPmidem
CITY Of , a tnanlcipal corparation of
the State 0 v d■
By: _
Pedro 0. dcz, City Munngm
Date: Axl*
Approved AS TO
Rcgairetnems: t l
nt Adminixurn(%)r
ucaA;n
Risk' 4n
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Resolution No. 07-0174, adopted by the City C6mmission on March 22, 2D07,
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Pw 14mber. 47-0040
City of Miami
Legislation
Resolution: R-07-0174
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city Hatt
"M Pan Am"l a n
Drlw
Muni, FL 33133
www.mwHg0v.00m
Final Adieu Late: N23+2W
A RMLUT1ON OF THE MIAMI Cr1Y COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CONVEYANCE, WITH PARCEL REVERTER PROVISIONS,
OF CERTAIN CITY OF MIAMI ( CITY-) OWNED PARCELS OF LAND, TRACTS A
AND C AS LEGALLY DESCRME13 IN l_XN1B1T W ATTACHED AND
INCORPORATED, TO MADISON HOUSING 11 LTD., FOR THE DeVELOPMENT
OF AFFORDABLE RENTALANDIOR HOMEMNERSHIP UNITS ("PROEM,
REQUIRM SAID DEVELOPER'S Al3SUMPTION OF $412.625, OF THE CITY`S
INVESTMENT IN THE PROJECT AND THE PROPERTY; AUT!-KIbRIZING THE
CITY MANAGER TO EXECUTE A PURCHASE AND SALE AGREEMENT. IN
SUB57ANT14LY THE ATTACHED FORM, AND ALL OTHER NECESSARY
DOCUMENTS FOR SAID PURPOSE,
YJi-tEREAS, Pumunnt to Resolution No. 06-042$, adopted Jury 13. 2008, tttie City Commisslon
wmvad the v) veyanee of oeRaln city of Miami owned parcels (the "t'raperty`7 to Msdison Housing,
Ltd, for the developpment of affordable rental andfor homsawr*mh(p urOa: and
WHERakS, Madison Houaing, Ltd. has requested that to assist with b application for Florida
Housing mwtm Corporation tax Credits, a portion of the Property, Tracts A and C as legatty described
on E)Nblt "A," be conveyed 10 MS*W Housing II, Lid, end b porton of the Property, Tr2cls 9 and D
as legally desat d an E)Mftrtt T, be conveyed to the Madison Housing, Ltd., both Wrg
parinenships including of ataa of Gatehouse Gmp, Ina and Mt. Zlon Devetopmenta, Inc.: and
WHEREAS, Resolution No. 05-0428 teas bean rescinded; and
WHEREAt3, Madison Housing 11, l.tci. will have twelve (12) months from Ina date of ooweyance of
Tracts A anti 0 to start, and thirty (M months to cnrnplaIs, oonstrud1kn of the Project having at least
40 units (the "Project): and
WKEREA9, in the went that the construction or ft Project is allocaied funding by the City of
Miami ("City"j housing and Commordal Loan Cammktee, the Ohne frerrtes for comrnoncement and
compiM w of consbucdorr shall be subject to the standard time frwnes adopted by the Housing ami
Commarctal Loan Cornmlttee;
NOW, THEREFORE, BE IT RMLVED BY THE COMMISSION OF THE C17 -Y OF MIAMI,
FLORIDA:
SscWn 1. ne recitals and rindings continued In the Preamble to mis Rasolutiort aro adopted by
re%rar-M aw Inoorporatea as If ttrAy seft forth in OMs Section.
Section 2. Tne conveyance to Madison Housing 11, Ltd., with parcel reverter provisions, of certain
City owned pzrrcals of bind, Tracts A and C as legally doscibed Tn Exhib4 "A; attached and
in"rporsbed, for the Proles having at lent 40 units, ie; sutharked,
p'+v irmumf lyse 1 rj2 PNiFrrA ON: 313"QP7
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Fore htur *mr 094mm &.Wawnr Nrw%Nr: R-074174
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Section 3. The conveyance shell be wt�ed to the condtion than Madison Houshg Il, Ltd. shall
have &wake (t:') months from the data of conveyance of the property to start, and thirty (30) months to
compWte, = atruction. In the event that the construction of ttw Project Is allocated funding by the City
Housing w)d Corttrneroial Loan Co+nmltt e, the Urne frames for cornmencernent and completion of
construction chall be the stwwWd time frsmea adopted by the Housing and Commercial Loan
Committee,
Section 4, the assumption by Mad -ism Houe'mp fl, Ltd, of $412,626 of the CiVS investment in the
Projed and ire Property, is requrred.
Section S. 'the City Manager is OLOOrtud (1) to axe" a purchase and sale agreement, in
substantially the attached form, and all other all necessary documents for $all purpose.
Section 6. This Resolution shaft become effedtvo Irrrmmilately upon Its adoption and signature of
the 4 W)w (2)
Footnatas:
(1) The herein authorization is further subject to eornp$ance with all requtnexnents that may be impaled
by the Clty Attorney, Inctudhlg but not Ifmfted to those preserted by appic%ible City Charter and COG
provisions,
(2) If the Mayor does not sign thlo Resolutioh, it shall C OWMe effeWve at the end Of ten (10) csla Iar
days from the dide It was paswd and adopted. if the Mayor vetm this Rosolution, it stall become
effedhre imnuillatety upon override of the veto by the City Common,
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Property to be m nvayed to Madiwn Housing 9, LM,
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Tracts A and C, Now Hope OvutoviN according to the Plat tbf-mf, w
rworded in Plat Book 157, e! Page 14, of the Public Remilds ofMiarni-
Dade Cotimry, Florida
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08/05/2008 09:01 IFAI gatehour ;atehousemgt.com SARITA Z022/022
08/05/2008 08:46 IFAS gatehouse@gatehousemgt.com
+ SARITA
Z 022/022
Property to in am eyed to Madigan Housing, Lid
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Tracts 9 and D, New Hope pti UW4M, sccarding to the P18t thereof, ms
rccordod in Plat Book 157, of Page 14, oftbe Public Records OfMiemi-
Da& County, Fiorids
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