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Home My WebLink AboutCRA-R-05-0007 LEGISLATIONCity of Miami Legislation CRA Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.ci.miami.fl.us File Number: 04-01437 Final Action Date: A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (THE "CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO SELL TO BAYVIEW TOWERS ASSOCIATES, LLC ("BAYVIEW") ALL THE CRA'S RIGHT, TITLE AND INTEREST IN FEE SIMPLE TITLE TO THE PROPERTY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF (THE "PROPERTY") AND THE CRA'S INTEREST, AS THE LANDLORD, UNDER THE TERMS AND PROVISIONS OF THAT CERTAIN LEASE AGREEMENT (THE "LEASE") BY AND BETWEEN THE CITY OF MIAMI AND PARK WEST LTD. ("PARK") DATED JUNE 15, 1988 FOR (i) THE PAYMENT OF A PURCHASE PRICE OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00); (ii) BAYVIEW EXPENDING NOT LESS THAN THREE HUNDRED THOUSAND DOLLARS ($300,000.00) TO IMPROVE THE 9TH STREET MALL BETWEEN N.W. 1ST AVENUE AND NORTH MIAMI AVENUE WHICH IMPROVEMENTS SHALL BE SUBJECT TO THE APPROVAL OF THE EXECUTIVE DIRECTOR OF THE CRA, AND COMPLETED WITHIN EIGHTEEN (18) MONTHS OF CLOSING; (iii) BAYVIEW PAYING TO THE CRA SEVEN PERCENT (7%) OF THE GROSS PURCHASE PRICE RECEIVED BY BAYVIEW FROM THE SALE OF INDIVIDUAL CONDOMINIUM UNITS COMPRISING A PORTION OF THE PROPERTY PROVIDED NOT LESS THAN TWO MILLION ONE HUNDRED THOUSAND DOLLARS ($2,100,000.00) IS PAID TO THE CRA WITHIN TWO (2) YEARS FROM APPROVAL OF THE PLANS BY THE EXECUTIVE DIRECTOR OF THE CRA; (iv) BAYVIEW TO PAY ALL UNPAID RENT DUE AS OF THE DATE OF CLOSING; AND (v) THE REIMBURSEMENT TO THE CRA OF ALL COSTS AND EXPENSES INCURRED BY THE CRA IN CONNECTION WITH THE TRANSACTION INCLUDING, WITHOUT LIMITATION, APPRAISAL FEES, ATTORNEYS' FEES, AND CLOSING COSTS, NOT TO EXCEED $50,000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within the Redevelopment Area in accordance with its Redevelopment Plan; and WHEREAS, the CRA is the owner of the real property described on Exhibit "A" attached hereto and made a part hereof (the "Property") subject a lease described herein; and WHEREAS, The City of Miami and Park West Ltd. ("Park") entered into that certain Lease Agreement (the "Lease"), dated June 15, 1988, for the property described in Exhibit "A"; and WHEREAS, Park has developed a residential development consisting of 355 rental units on the Property; and WHEREAS, Park has assigned all of its right, title and interest in the Lease to Bayview Towers City of -Miami Page 1 of 4 Printed On: 1/21/2005 File Number. 04-01437 Associates, LLC ("Bayview") and the City of Miami has assigned all of its right, title and interest in the Lease to the CRA; and WHEREAS, Bayview has proposed purchasing all the CRA's right, title and interest in the Property and the CRA's interest as Landlord under the Lease; and WHEREAS, the proposed purchase price exceeds the fair market value of the Property as reflected in the appraisal obtained by the CRA; and WHEREAS, representatives of the City Manager of the City of Miami have analyzed the Lease and reviewed the appraisal of the Property and recommend that the CRA accept the offer of Bayview and sell the Property to Bayview; and WHEREAS, in response to Bayview's proposal the Board of Directors, by Resolution No. CRA-R-04-0021, passed and adopted November 15, 2004, authorized the issuance of a request for proposals ("RFP") for the Property; and WHEREAS, and in accordance with Section 163.380, Florida Statutes, the CRA issued the RFP on December 2, 2004 and the Clerk of the Board received no responses; and WHEREAS, the Board of Directors has reviewed Bayview's proposal and deems it to be in the public interest, in furtherance of the purposes of the Community Redevelopment Act of 1969, and consistent with its Redevelopment Plan; and WHEREAS, the Board of Directors wishes to sell the CRA's right, title and interest in the Property and the CRA's interest as Landlord under the Lease on the terms contained herein; 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 adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Directors of the CRA hereby authorizes the Executive Director of the CRA to sell the Property and the CRA's interest as the landlord under the Lease to Bayview in consideration of the following: (i) The payment to the CRA and Five Hundred Thousand Dollars ($500,000.00) at Closing; (ii) Bayview agreeing to expend not Tess than Three Hundred Thousand Dollars ($300,000.00) to improve the 9th Street Mall between N.W. 1st Avenue and North Miami Avenue which improvements shall be subject to the approval of the Executive Director of the CRA. Bayview shall submit the proposed plans and specifications for the improvements to the Executive Director for approval, which approval shall not be unreasonably withheld or delayed within ninety (90) days from Closing. The improvements must be completed within eighteen (18) months from the approval of the plans and specifications for the improvements by the Executive Director, subject to unavoidable delays. At Closing, Bayview shall be required, at its option, to either post an unconditional and City of Miami Page 2 of 4 Printed On: 1/21/2005 File Number: 04-01437 irrevocable letter of credit from a banking institution reasonably acceptable to the CRA to be released upon completion of the said improvements or deposit Three Hundred Thousand Dollars ($300,000.00) with the CRA, to be held in a special segregated account by the CRA and disbursed by the CRA to Bayview to reimburse Bayview for hard costs incurred in connection with the renovations to the 9th Street Mall in accordance with the approved plans and specifications subject to receipt by the Executive Director of appropriate lien waivers evidencing payment. If the improvements are not completed within the eighteen (18) months period, the CRA shall use the remaining funds or so much of the letter of credit as may be necessary to complete the improvements. The agreement with Bayview shall include customary "in balance" provisions found in construction loan agreements so that there is sufficient funds to complete the improvements and if there is a shortfall of funds, as determined by the Executive Director, Bayview shall be required to fund the shortfall prior to any further disbursements from the segregated account. (iii) The agreement of Bayview to pay to the CRA seven percent (7%) of the gross purchase price paid to Bayview, or its successors or assigns, from the sale of condominium units comprising a portion of the Property (the "Percentage Interest") which Percentage Interest shall be due and payable simultaneously with the closing of each condominium unit. To the extent that the total Percentage Interest received by the CRA from the sale of condominium units is not at least Two Million One Hundred Thousand Dollars ($2,100,000.00) in the aggregate, on or before two (2) years from the date of Closing, Bayview, or its successors and assigns, shall be obligated to pay to the CRA Two Million One Hundred Thousand Dollars ($2,100,000.00) less the total of any Percentage Interest previously paid to the CRA by Bayview two (2) years from the date of Closing. The payment made by Bayview two (2) years from the date of Closing, if any, shall be credited against Bayview's future obligations to pay the Percentage Interest in connection with the sale of condominium units. The obligations of Bayview shall be evidenced by a recordable covenant approved in the form and substance by the City Attorney which shall obligate Bayview, its successors and assigns, to pay to the CRA payments described in this subparagraph, and shall provide for the partial release of condominium units from the operation of such covenant upon payment of the Percentage Interest for any such condominium unit. (iv) Bayview shall pay at closing all unpaid rent due under the terms of the Lease up to the date of Closing; (v) Bayview will reimburse to the CRA all the costs and expenses incurred by the CRA in connection with the transaction, including without limitation, appraisal fees, and attorneys' fees and costs that are incurred by the CRA in connection with the transaction up to a maximum amount of $50,000.00; and (vi) Bayview shall be required to pay all closing costs and expenses, including documentary stamps, surtax and recording fees in connection with the conveyance of the Property. Section 3. The Executive Director is authorized to execute on behalf of the CRA any and all documents required to consummate the transaction. Section 4. The sale is approved subject to compliance with all provisions of applicable law. Section 5. This resolution shall be effective immediately upon its adoption. City of Miami Page 3 of 4 Printed On: 1/21/2005 File Number: 04-01437 APPROVED AS TO FORM AND CORRECTNESS: William R. Bloom, Esq. Holland & Knight LLP Special Counsel City of Miami Page 4 of 4 Printed On: I/21/2005