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HomeMy WebLinkAboutCRA-R-05-0027 Back-upP59 block 45 P60 block 56 U.S. POST OFFICE DVERTOWN =,TAT ION ITEM 5 4/26/04 RESOLUTION NO. SEOPW/CRA R- 9 4 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), DIRECTING THE EXECUTIVE DIRECTOR TO NEGOTIATE A PURCHASE AND SALE AGREEMENT WITH GREATER BETHEL A.M.E. CHURCH ("BAME") CONVEYING THE PROPERTY AT 240 NORTHWEST 9TH STREET, MIAMI, FLORIDA (FOLIO NUMBER 01-0103-050-1060), AND PROPERTY APPROXIMATELY 100 FEET WEST ALONG NORTHWEST 8TH STREET FROM THE INTERSECTION OF NORTHWEST 8TH STREET AND NORTHWEST 2Hn AVENUE, MIAMI, FLORIDA (FOLIO NUMBER 01-0103-050- 1160), (THE "PROPERTIES") CONTINGENT ON BAME ALLOWING USE OF THE PROPERTIES BY THE PUBLIC WHEN NOT BEING UTILIZED BY BAME, FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT THE PROPOSED AGREEMENT TO THE BOARD FOR APPROVAL. WHEREAS, on October 20, 2003, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") received a letter of interest from BAME Development Corporation of South Florida, Inc. proposing the sale to Greater Bethel A.M.E. Church ("BAME") of certain real property owned by the CRA at 240 Northwest 9th Street, Miami, Florida (Folio Number 01-0103-050-1060), and property approximately 100 feet west along Northwest 8th Street from the intersection of Northwest 8th Street and Northwest 2nd Avenue, Miami, Florida (Folio Number 01-0103-050-1160), (the SEOPIN/CRA 9 4= 26 "Properties") as more fully described in "Exhibit A", and currently used by BAME as a surface parking lot and a playground respectively; and WHEREAS, the Board of Directors by resolution number SEOPW/CRA R-04-04, passed and adopted January 26, 2004, authorized the Executive Director to issue a request for proposals ("RFP") for the Properties; and WHEREAS, the CRA issued the RFP on February 5, 2004 and the Clerk of the Board received responses from First Capital Group, Inc. and The Black Archives, History and Research Foundation of South Florida, Inc.; and WHEREAS, the CRA has considered the responses and determined that the proposal of First Capital Group, Inc. is inconsistent with the Overtown Historic Folklife Village as set forth in the approved Redevelopment Plan; and WHEREAS, the CRA has reviewed the response of The Black Archives, History and Research Foundation of South Florida, Inc. and finds that it is not a proposal, but rather, a letter of support for the transfer of the Properties to BAME; and WHEREAS, the Board of Directors wishes the Executive Director to negotiate a Purchase and Sale Agreement, in a form acceptable to General Counsel, conveying the Properties to BAME, contingent on BAME allowing use of the Properties by the public Page 2 of 4 S4OPW/CRA -r4- 26 when not being utilized by BAME, and to present the proposed agreement to the Board for approval; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF 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 as if fully set forth in this Section. Section 2. The Executive Director is directed to negotiate a Purchase and Sale Agreement for the conveyance of the Properties to BAME, contingent on BAME allowing use of the Properties by the public when not being utilized by BANE, and to present the proposed agreement to the Board for approval. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 26th day of April, 2004. NO SIGNATURE REQUIRED ARTHUR E. TEELE, JR., CHAIRMAN ATTEST: PRISCILLA A. THOMPSON CLERK OF THE BOARD Page 3 of 4 SEOPW/CRA - 26 APPROVE E'AS TO FORM AND CORRECTNESS: RO VILARELLO COUNSEL BS,S:JHV Page 4 of 4 EXHIBIT A SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY PUBLIC NOTICE REQUEST FOR PROPOSALS MIAMI, FLORIDA PROPERTY DESCRIPTION ("A") Lot Size: 15,000 s.f. more or less Zoning° C-1 Restricted Commercial Address: 240 NW 9th Street Folio: 01-0103-050-1060 Improvements: The property is paved PROPERTY DESCRIPTION ("B") Lot Size: 7,500 s.f. more or less Zoning: C-1 Restricted Commercial Address; Unknown Folio: 01-0103-050-1160 Improvements: The property is unimproved fik Ttilities: Utilities are available along NW 8th and NW 9th Street. These include potable water, sanitary sewer, power, telephone id cable television. Neighborhood: The Property is centrally located in Miami within an older neighborhood, which is over 90% developed. The general boundaries of the neighborhood extend North from NW 5th Street to 28th Street, and west from North Miami Avenue to NW 76' Avenue, The neighborhood is further intersected by the 1-95 and 1-395 elevated expressways. Northwest 3°`` Avenue is a major north -south traffic artery though the neighborhood, with local retail and commercial stores and shops mixed with residential use. General Information Pursuant to Florida Statutes section 163.380 (3)(a), the Southeast Overiown/Park West Community Redevelopment Agency (the "CRA") is giving notice that it is considering disposition of its interest in the referenced properties and is seeking proposals from private redevelopers or any persons interested in undertaking to redevelop or rehabilitate a comrmmity redevelopment area or anv part thereof. The CRA has been approached by Greater Bethel A.M.E. Church with an expression of interest in acquiring the referenced properties. All available information on the referenced properties may be obtained from the CRA at 49 NW 5th Street, Suite 100, Miami, Florida 33128, All interested parties are invited to inspect the properties. For further information, please contact Chelsa Arscott-Douglas at (305) 679-6822. Proposals must be received by the City Clerk of the City of Miami, at Miami City Hall, 3500 Pan American Drive, Miami Florida 33133, by 11:30 AM, on Monday, March 1, 2004. At the respective time and place the proposals will be publicly opened and read. Late proposals and/or proposals submitted at any other location will not be accepted. The CRA reserves the right to accept any proposal deemed to be in the public interest and in furtherance of the purposes of the Community Redevelopment Act of 1969, to waive any irregularities in any proposal, to cancel the Request for Proposals, to reject fp, any or all proposals, and/or to re -advertise for proposals. Frank K Rollason Executive Director FROM : FAX NO. : Oct, 20 2003 03:58PM P1 BAI'VME Development Corporation of South FL., Inc. October 20, 2003 Mr. Frank Rollason Executive Director CRA 49 NW 5t Street # 100 Miami, FL. 3312E Re: Property at 240 NW 9th Street Folio No. 01-0103-050-1060 Lot 5 & 6 Block 35 North Miami PB B-41 Greater Bethel AME Church (AKA Bethel AME Church) at 245 NW 8th Street Miami, Florida, 33136 is the oldest church in the history of Downtown Miami, Florida, When searching the origin and history of the City of Miami, one would find that the original City Charter signature requirements were made whole by using members of Greater Bethel AME Church, thus creating charter members for the City of Miami through the church. As time moved forward, the City of Miami and BAME Development Corporation of South Florida, Inc. (a subsidiary of Greater Bethel AME Church) entered into a revocable permit to use the about referred properties for parking for a period of two (2) years with an extension for one year upon approval of the City Manager. The agreement was executed on September 30, 1992. Since the execution of the agreement, there has never been a request for an extension and the Church, has been using the property without a permit since September 30, 1994. Overtown has become the hotbed for development and developers are seeking to purchase the property in question, which is the primary parking for the church. Without the parking spaces provided by the property in question, the church is out of business. Therefore we are proposing the following. 1. The City of Miami (CRA) donates the above -described property to BAME Development corp. of South Florida, Inc. or Greater Bethel AME Church, whichever the City chooses. 2. The property will be used primary for church parking, however should the church decide to develop the property, development would not eliminate parking for the church. Th, t you, 11 i:r G, President/CEO 245 NW. 8th Street Miami, FL, 33136 Mailing: P.O. Box 0123 i 3, Miami. FL. 33101 PH: 305.373.7233 Fax: 305-373-8915 E-mail barne@bellsouth,net eitu of 4lixr t ARTHUR F. TEELE, JR. Chairman November 12, 2003 Mr. William G. Mauzy, President/CEO BAME Development Corporation of South Florida, Inc. 245 NW 8th Street Miami, Florida 33136 RE: Property at 240 NW 9th Street Folio No. 01-0103-050-1060, Lot 5 & 6, Block 35 North Miami PB B-41 Dear Mr. Mauzy: FRANK K. ROLLASQN Execuiive Director I am in receipt of your October 20, 2003 letter wherein you make a proposal (copy attached) to the CRA to facilitate the transfer of the above referenced property from the CRA to the Greater Bethel AME Church located at 245 NW 8th Street in Miami. The proposal, as submitted, is acceptable to me as being the intent of the Southeast Overtown/Park West Board of Directors and it is my intent to present this proposal, with my endorsement, to the Board at their January 26, 2004 meeting. As you are aware, if the Board takes favorable action, this will require a public advertisement of this property to accept and evaluate any and all additional proposals from the public. The CRA Administration will evaluate all received proposals in concert with the one you have already presented and make a final recommendation to the Board as early as the February meeting, but should be no later than the March meeting. Sincerely, Frank K. Rollason Executive Director FKR/ap e: Chairman Arthur E. Teele, Jr., SEOPW Board of Directors Members of the SEOPW Board of Directors Alejandro VilareIlo, SEOPW CRA General Counsel Jim Villacorta, SEOPW Assistant General Counsel COMMUNITY REDEVELOPMENT AGENCY 49 NW 5th street, Suite 100 /Miami, FL 33128 305-679-6800/Fax:305-679-6835 Web: www.miami-cra.org 3. DIRECT EXECUTIVE DIRECTOR TO NEGOTIATE PURCHASE AND SALE AGREEMENT WITH GREATER BETHEL A.M.E. CHURCH, CONTINGENT ON BAME ALLOWING USE OF PROPERTIES BY PUBLIC WHEN NOT BEING UTILIZED BY BAME, DIRECT EXECUTIVE DIRECTOR TO PRESENT PROPOSED AGREEMENT TO BOARD FOR APPROVAL. (See Sec. #5) Chairman Tee1e: Same fact situation in Number 5. Frank Rollason (Executive Director, CRA): Yes, sir. Number 5 is, again, another issue with properties being used by Greater Bethel AME (African Methodist Episcopal). We had two responses when we went out on this one; one was from the Black Archives, in which they basically supported the request from Greater Bethel AME, from BAME (Bethel African Methodist Episcopal), for them to get the property for the church. The other one was a proposal to build an office complex on that one lot, and we felt that was not conducive with what we wanted in the Folk Life Village area, and we are presently working with that individual with some property on 3`d Avenue, in the business corridor, which may work out to be a good project that we'd bring to you in the future, but, basically, what we're saying here is that we're looking for the authorization to enter into a similar agreement with Greater Bethel AME for the conveyance of these two parcels to them for their use, parking and for the child playground area that they use for the daycare center. Vice Chairman Winton: Now, both of these -- both of -- Mr. Rollason: It's on. Vice Chairman Winton: Are -- both of these are sale, or are they some other commitment? Mr. Rollason: Well, we say "sale," but it may end up being whatever amount that we work out to go to them. The conveyance amount is -- Vice Chairman Winton: What would be -- Mr. Rollason: -- nominal. Vice Chairman Winton: Huh? I'm sorry? Mr. Rollason: The conveyance amount is nominal conveyed to us from the City, and we have the amount Vice Chairman Winton: Oh, OK. That's the reason conveyed them to us and the City -- Mr. Rollason: That's correct. This particular property -- these were of what the value of these properties -- there's -- we didn't buy them. The City Vice Chairman Winton; -- ended up with them through -- do we know how? Did the City buy them or did they end up getting them through -- we don't know? And these -- but these 5 April 26, 2004 properties are adjacent to the church -- Mr. Rollason: Yes, sir. Vice Chairman Winton: -- right? Mr. Rollason: On both sides of the church. Vice Chairman Winton: So, in both instances, these properties provide the desperately needed long-term parking that makes the only institutional anchors in those communities, provides for long-term success of those two important institutions -- Mr. Rollason: Yes, sir. Vice Chairman Winton: -- is that not correct? Chairman Teele: That's correct. Vice Chairman Winton: So -- Chairman Teele: In effect, these lots generally have been used by the church for some historical period of time, but what we're trying to do is clean up, you know, what has been sort of a gentleman's agreement, and codify it in a manner in which I think is fair to the public, and consistent with what the City directed in the past. Mr. Rollason: That's correct and -- Vice Chairman Winton: Well, I think it's crucially important, and I think we do need to put this on the record, and I don't mean to repeat myself, but I guess it's worth repeating to make sure it's on the record. What we're doing here -- these churches have been the only real anchors -- and they happen to be institutions unto themselves -- the only real anchors that have stayed in Overtown over the years, fighting the fight, and they're crucial for the long-term success of the Overtown community, and so, our job, as the CRA (Community Redevelopment Agency), this fits perfectly in terms of Chapter 163, and our mission at stabilizing important institutions in communities, so it seems in keeping with our mission and totally rational. I just want to make sure that the explanation is on the record for future reference. Mr. Rollason: Yes, sir, and to clarify further, we're -- this -- both of these resolutions, the previous one and this one, give us the right to negotiate the deal, to bring it back to the Board for the final approval, so you will see if it's, you know, what the amount -- Chairman Teele: Just so that the record is complete, though, 1 think it's even more dramatic than what you're saying, Commissioner. This church was founded in Overtown the year the City of Miami was founded. It's been there ever since, and one of the things that is really frightening to me is this notion that just because you've been there, doesn't mean you have any right. The members of this church -- being a Methodist church, unlike most other churches -- have clear 6 April 26, 2004 documentation and records that go all the way back to the founding of the City, in which we're able to document that many of their members were the incorporators of the City, so what we're trying to do is to give them the legal right that they have sort of had by gentleman's agreement now, because this is a very dynamic moment that we're entering into in Overtown, so is there a motion? Vice Chairman Winton: So moved. Board Member Gonzalez: Second. Chairman Teele: Is there objection? All those in favor, say "aye." The Board Members (Collectively): Aye. Chairman Teele: All opposed. The following resolution was introduced by Vice Chairman Winton, who moved for its adoption: SEOPW/CRA RESOLUTION NO. 04-26 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), DIRECTING THE EXECUTIVE DIRECTOR TO NEGOTIATE A PURCHASE AND SALE AGREEMENT WITH GREATER BETHEL A.M.E. CHURCH ("BAME") CONVEYING THE PROPERTY AT 240 NORTHWEST 9TH STREET, MIAMI, FLORIDA (FOLIO NUMBER 01-0103-050-1060), AND PROPERTY APPROXIMATELY 100 FEET WEST ALONG NORTHWEST 8TH STREET FROM THE INTERSECTION OF NORTHWEST 8TH STREET AND NORTHWEST 2ND AVENUE, MIAMI, FLORIDA (FOLIO NUMBER 01-0103-050-1160), (THE "PROPERTIES") CONTINGENT ON BAME ALLOWING USE OF THE PROPERTIES BY THE PUBLIC WHEN NOT BEING UTILIZED BY BAME, FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT THE PROPOSED AGREEMENT TO THE BOARD FOR APPROVAL. 7 April 26, 2004 (Here follows body of resolution, omitted here and on file in the Office of the City Clerk.) Upon being seconded by Board Member Gonzalez, the resolution was passed and adopted by the following vote: AYES: Chairman Arthur E. Teele, Jr. Vice Chairman Johnny L. Winton Board Member Angel Gonzalez Board Member Tomas Regalado NAYS: ABSENT: None Board Member Joe Sanchez Vice Chairman Winton: Now, could I make a request to staff? When we have land issues in the future, if you look in our Commission books on Planning & Zoning, and kind of the second or third page, or third and fourth page, we have a plat map and we have an aerial photo showing the land in question. Could we get that in our CRA agendas in the future also, because it allows us to have a clear look at exactly where pieces of land are, relative to everything else that's going on. Mr. Rollason: I could do that with a big map, but in the back -- in the package with your resolution, there is a map that shows the layout of exactly where those piece -- parcels -- Vice Chairman Winton: Well, that map works, but get me an aerial, also. Mr. Rollason: OK. Vice Chairman Winton: Because the aerial shows relativity. I mean, you see -- Mr. Rollason: I understand. Vice Chairman Winton: -- the other buildings around. Mr. RolIason: Not a problem. Vice Chairman Winton: OK. That's all I have. 8 April 26, 2064 5. DIRECT EXECUTIVE DIRECTOR TO NEGOTIATE PURCHASE AND SALE AGREEMENT WITH GREATER BETHEL A.M.E. CHURCH, CONTINGENT ON BAME ALLOWING USE OF PROPERTIES BY PUBLIC WHEN NOT BEING UTILIZED BY BAME, DIRECT EXECUTIVE DIRECTOR TO PRESENT PROPOSED AGREEMENT TO BOARD FOR APPROVAL. (See Sec. #3) Chairman Teele: Excuse me just one minute. Let me apologize. Pastor, I did not see you in the room. Pastor Dwayne K. Gaddis: Yes, sir. That's OK. Chairman and Commissioners, I am the pastor of Greater Bethel AME Church, and I just want to say, on behalf of Greater Bethel, as well as historic Mount Zion, and my colleague, Dr. Ross, that we appreciate this move that's being made today, and you will certainly benefit the causes of both of these churches, and it's admirable for you recognizing the significant contribution they've played to the Overtown community, and not only the one that they played, but the one that they're continuing to play. Thank you very much. Chairman Teele: Thank you, Pastor Gaddis. 10 April 26, 2004 PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the day of , 2005, by and between GREATER BETHEL AFRICAN METHODIST EPISCOPAL (A.M.E.) CHURCH (the "Purchaser") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"); RECITALS A. The Southeast Overtown/Park West Project area was designated as a community redevelopment area (the "CRA Redevelopment Area") by Miami -Dade County, a political subdivision of the State of Florida (the "County"). A redevelopment plan was approved by the Commissioners of the City of Miami and the Commissioners of Miami -Dade County with certain redevelopment authority granted by the County to the City for project implementation. B. The CRA issued a request for proposals (the "RFP") with respect to the Land, as hereinafter defined. C. Pursuant to Resolution Number 04-26 the Board of Directors of the CRA selected Purchaser to purchase the Land, subject to the terms and provisions of this Agreement NOW THEREFORE, for and in consideration of the $1.00 and other good and valuable consideration and of the covenants and agreements hereafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. LAND. The land to be sold, conveyed, assigned or otherwise transferred by CRA to Purchaser at closing consists of that certain real land, as more particularly described on Exhibit "A" attached hereto and made a part hereof and all appurtenances belonging thereto, including any and all riparian rights, accretions, rights, privileges and easements in any way thereto, all right, title and interest in and to any adjoining sidewalk and in and to any adjoining street or alley to the centerline thereof (hereafter collectively referred to as the "Land"). 3. DEPOSIT. Simultaneously with the execution of this Agreement, Purchaser shall deliver to Holland & Knight LLP, escrow agent (the "Escrow 1 Agent"), the sum of One and No/100 Dollars ($1.00) (the "Deposit") to be held and disbursed by Escrow Agent pursuant to this Agreement. 4. PURCHASE PRICE. The purchase price ("Purchase Price") for the Land is One and No/100 Dollars ($1.00), subject to adjustment and prorations as hereinafter provided. The Purchase Price shall be paid to CRA as follows: $ 1.00 being the Deposit, which sum shall be paid to CRA at Closing. $ 0.00 approximately, in cash, subject to prorations and adjustments, as hereinafter provided, to be paid by cashier's check or by wire transfer of federal funds on the Closing Date, as hereinafter defined. $ 1.00 TOTAL PURCHASE PRICE. 5. INSPECTION PERIOD. 5.1. Inspections. Purchaser shall have until 5 p.m. on the thirtieth (30th) day after the Effective Date (the "Inspection Period") to perform, at Purchaser's sole cost and expense, such investigations and inspections of the Land, the physical condition thereof, matters of zoning, title, survey and all other matters with respect to the Land, including, without limitation, environmental matters (collectively the "Inspections") to determine whether the Land is acceptable to Purchaser in its sole discretion. Prior to performing any on -site Inspections, Purchaser shall provide at least three (3) business days' prior written notice to the Executive Director of the CRA (the "Executive Director") at 49 N.W. 5th Street, Suite 100, Miami, Florida 33128, Phone: 305- 679-6800; Facsimile: 305-679-6835 (or such other CRA representatives as designated by the Executive Director), which written notice shall provide reasonable detail regarding the type and scope of Inspection(s) to be performed and the scheduled date and time for such Inspection(s) and provide the Executive Director the opportunity to have a representative from the CRA present at any such Inspection(s). 5.2. Restoration. Following any such Inspections, Purchaser shall promptly restore the Land to the condition existing immediately prior to such Inspections. Purchaser shall promptly forward copies of any of the reports prepared in connection with any of their Inspections directly to the Executive Director. The Inspections shall be conducted in accordance with all applicable laws and by licensed and insured professionals, and Purchaser shall cause its inspectors to obtain, at Purchaser's sole cost and expense, any and all licenses and permits required to conduct the Inspections, as applicable. 2 5.3. Environmental Audit. Should Purchaser conduct a Phase I environmental audit ("Phase I Report") and such audit reflects a recommendation for further environmental audits (a "Phase II Report"), the CRA acknowledges that Purchaser shall be authorized, at Purchaser's sole cost and expense, to obtain the Phase II Report during the Inspection Period. 5.4. Disclosure. Purchaser agrees that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the Land as a result of the Inspections performed by Purchaser, its agents, employees, contractors and/or representatives, Purchaser shall notify the Executive Director, and such disclosure shall be made directly by the CRA, if deemed necessary thereby, and not Purchaser, to any such public agencies. 5.5. Indemnification. Purchaser shall assume all risks associated with the Inspections and agree to indemnify and hold harmless the CRA of, from and against any and all costs, losses, claims, damages, liabilities, expenses and other obligations (including, without limitation reasonable attorney's fees and court costs) arising from, out of or in connection with or otherwise relating to the Inspections, including, without limitation, the entry by any one or more of Purchaser's agents, employees, contractors and other representatives in or upon the Land for the purpose of the Inspections. The foregoing shall not apply to any diminution in the value of the land or costs or expenses which might arise due to the uncovering of the existence of adverse conditions (e.g., environmental conditions), provided, however, the foregoing is not intended to relieve Purchaser from liability if Purchaser, its agents, employees, contractors or other representatives cause such condition to exist. The foregoing indemnification obligations of Purchaser shall survive the expiration or termination of this Agreement. 5.6. Insurance. Purchaser shall, prior to entering the Land and performing any Inspections, provide to the CRA evidence of insurance by Purchaser and its contractors, as applicable, as specified on Exhibit "B" attached hereto, insuring against any liability by any one or more of Purchaser, its agents, employees, contractors or other representatives arising from, out of or in connection with or otherwise relating to the entry by any one or more of Purchaser, its agents, employees, contractors or other representatives in or upon the Land for the purpose of the Inspections. Purchaser shall provide the CRA with a certificate of insurance evidencing such insurance coverage, naming the CRA as additional insureds thereon and which insurance coverage shall be kept in force until the expiration or early termination of this Agreement. 5.7. Acce tance of Land. If for any reason whatsoever Purchaser, in its sole discretion, determines during the Inspection Period that it 3 does not wish to proceed with the transaction contemplated by this Agreement as a result of the physical condition of the Land, Purchaser shall have the absolute right to terminate this Agreement by giving written notice of such termination to the CRA in the manner hereinafter provided to give notices prior to the expiration of the Inspection Period. Upon the CRA's receipt of such notice prior to the end of the Inspection Period, this Agreement shall be deemed terminated and of no further force and effect and the parties shall be released and relieved from any liability or obligations hereunder, except for those obligations which expressly survive the termination. If Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, then it shall be presumed conclusively that Purchaser has had adequate opportunity to review and inspect all portions of the Land, including, without limitation, the environmental condition of the Land and, based upon its Inspections, Purchaser has determined that the condition of all portions of the Land are satisfactory to Purchaser and, subject to satisfaction of the Purchaser's Conditions Precedent, Purchaser shall accept every portion of the Land in its "AS IS, WHERE IS, WITH ALL FAULTS" condition, without requiring any action, expense or other thing or matter on the part of the CRA or the City to be paid or performed. 5.8. No Lien. Purchaser shall use reasonable efforts not to create or permit to be created any mechanic's liens upon the Land, or any part thereof, as a result of the Inspections. If any lien shall at any time be filed against the Land, or any part thereof in connection with the Inspections, Purchaser shall cause same to be discharged or transferred to bond in accordance with applicable laws within thirty (30) days of recording. 5.9. CRA Deliveries. Prior to the date of this Agreement, the CRA has provided to Purchaser copies of all surveys, title policies and environmental studies which the CRA has been able to locate with respect to the Land (collectively the "CRA Deliveries"). Any reliance upon the CRA Deliveries is at the sole risk of Purchaser and the CRA makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the CRA Deliveries, and any reliance upon same is at the sole risk of Purchaser. 5.10. Disclaimer of Representations by Purchaser. Purchaser hereby expressly acknowledges and agrees that in connection with this Agreement or otherwise: 5.10.1. The CRA makes and has made no warranty or representation whatsoever as to the condition or suitability of any portion of the Land. 5.10.2. The CRA makes and has made no warranty, express or implied, with regard to the accuracy or completeness of any 4 Purchaser. subsequent years. information furnished to Purchaser, and the CRA shall not be bound by any statement of any broker, employee, agent or other representative of the CRA. 5.10.3. The CRA has made no representations, warranties or promises to Purchaser not explicitly set forth in this Agreement. 5.10.4. The CRA has made no representations or warranties, express or implied, with regard to the neighborhood, that the CRA Redevelopment Area will be developed, or as to the precise type or quality of improvements that will be constructed within the CRA Redevelopment Area or the timing thereof. 5.10.5. The CRA makes and has made no representation or warranty, express or implied, concerning any portion of the Land, its condition or other things or matters directly or indirectly relating thereto or hereto, including, without limitation, no warranty as to merchantability or fitness for any particular purpose or relating to the absence of latent or other defects. 6. TITLE AND SURVEY. 6.1. Purchaser may obtain a title insurance commitment (the "Commitment") and a survey (the "Survey") of the Land. The Commitment and the Survey shall show the CRA to be vested in fee simple title to the Land, subject to each of the following (the "Permitted Exceptions"): 6.1.1. Ad valorem real estate tax for the year 2005 and 6.1.2. All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations. 6.1.3. Any matters arising by, through, or under 6.1.4. Conditions and restrictions of record, none of which shall prevent the Land from being used as a parking lot. 6.2. Purchaser shall have thirty (30) days from the Effective Date (the "Title Review Period") to obtain the Commitment and the Survey to examine same. Purchaser shall promptly provide the CRA with a copy of the Commitment and the Survey upon Purchaser's receipt of same. If the Commitment and Survey reflect defects in the title to the Land (i.e., matters which render title unmarketable in accordance with the standards of the Florida Bar which are not Permitted Exceptions, Purchaser shall, no later than 5 the expiration of the Title Review Period, notify the CRA in writing of the defect(s). If Purchaser fails to give the CRA written notice of the defect(s) prior to the end of the Title Review Period, the defect(s) shown in the Commitment and the Survey shall be deemed to be waived as title objections and same shall be deemed to constitute Permitted Exceptions for all purposes under this Agreement. If Purchaser has given CRA written notice of defect(s) rendering title other than as required by this Agreement prior to the end of the Title Review Period, the CRA shall elect within ten (10) days after receipt of written notice of the title defect(s) whether the CRA will elect to attempt to cure the title defect(s). If the CRA elects to attempt to cure the title defect(s), the CRA shall have sixty (60) days from receipt of the written notice of defect(s) to use reasonable efforts to cure same (the "Cure Period"). In the event the CRA elects not to cure any of the title defects, or, if the CRA elects to attempt to cure the title defects and the CRA is not able to cure the defect(s) prior to the end of the Cure Period, Purchaser shall have the option, to be exercised within ten (10) days after the end of the Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or (ii) canceling this Agreement, whereupon the parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 7. COVENANT. 7.1. At Closing the Purchaser and CRA shall enter into a Covenant Running with the Land in the form of Exhibit "C" (the "Covenant") obligating the Purchaser to make the Land available to the general public for parking purposes when not being utilized by Purchaser. 8. CLOSING DATE. 8.1. Closing. The closing of the transaction contemplated by this Agreement (the "Closing Date") will occur on or before ten (10) days after the Inspection Period, time being of the essence. 8.1.1. The CRA shall deliver to Purchaser at closing: 8.1.1.1. A special warranty deed conveying the Land, in recordable form, subject only to the Permitted Exceptions and such other exceptions waived by Purchaser. affidavit. 8.1.1.2. A mechanic's lien, possession and gap 8.1.1,3. Certified copy of the resolution authorizing the conveyance by the CRA. 6 8.1.1.4. A certificate of non -foreign status, pursuant to Section 1455 of the Internal Revenue Code. 8.1.1.5. The Covenant. 8.2. Purchaser shall deliver to the CRA or cause to be delivered to the CRA at closing: 8.2.1. The amount due the CRA under Section 4 in cash, by certified or cashier's bank check or by wire transfer of federal funds, subject to adjustments and prorations required under this Agreement. 8.2.2. The Covenant. 8.2.3. Evidence of authority to close the transaction and execute and deliver the Covenant. 8.3. The CRA shall pay the State Documentary Stamps which are required to be affixed to the Special Warranty Deed and the cost to record any corrective documents. The cost for recording the Special Warranty Deed. and the cost to record the Covenant shall be paid by Purchaser. Each party shall bear the cost of the fees of their own respective attorneys and other professionals and the cost of their own respective performance under this Agreement. 9. REPRESENTATIONS OF CRA. 9.1. The CRA makes the following representations: 9.1.1. The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties and to carry on its business as presently conducted by the CRA. 9.1.2. The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary Iegal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or CRA's Land may be bound or affected, except for such approvals required by this Agreement. This obligation of the CRA,3enfo ceablegagainsttthe CRA, ands its s sulid and binding ccessors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 7 10. DEVELOPER'S REPRESENTATIONS. Purchaser makes the following representations to the CRA as follows: 10.1. Purchaser is a duly organized and validly existing under the laws of the State of Florida, and have full power and capacity to own their properties, to carry on their business as presently conducted, and to enter into the transactions contemplated by this Agreement. 10.2. Purchaser's execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected. 10.3. This Agreement constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser and its successors and assigns, in accordance with its respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 11. DEFAULT. 11.1. In the event of a default by Purchaser under this Agreement, without any default of the CRA, the CRA shall, as its sole and exclusive remedy, be entitled to retain the Deposit, as liquidated damages and terminate this Agreement in which event the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination. 11.2. In the event of a default by the CRA under this Agreement, Purchaser, as its sole and exclusive remedy, shall be entitled to (i) terminate this Agreement in which event Escrow Agent shall return the Deposit to Purchaser and the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination or (ii) seek specific performance of this Agreement. Purchaser waives any other remedies it may have against the CRA at law or in equity as a result of a breach of this Agreement. In the event of a termination of this Agreement, in which event the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination. 12. BROKERS. The parties each represent and warrant to the other that there are no real estate broker(s), salesman (salesmen) or finder(s) involved in this transaction. If a claim for commissions in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto ("Indemnitor"), Indemnitor shall indemnify, defend and hold harmless the other party hereunder 8 ("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) with respect to said claim for commissions. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Paragraph shall survive the delivery of the special warranty deed. 13. ASSIGNABILITY. Purchaser shall not be entitled to assign its rights hereunder nor to admit any new shareholders, partners, investors or other beneficial owners, without the prior written consent of the Board of Directors of the CRA. 14. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: PURCHASER: With a copy to: CRA: With a copy to: SOUTHEAST OVERTOWN ! PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Frank Rollason, Executive Director 49 N.W. 5th Street Suite 100 Miami, FL 33128 Jorge L. Fernandez, City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 9 Miami, Florida 33130 William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 James H. Villacorta, Esq. 49 N. W. 5th Street Suite 100 Miami, FL 33128 ESCROW AGENT: William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Notices personally delivered or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 15. MISCELLANEOUS. 15.1. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 15.2. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 15.3. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. 15.4. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 10 15.5. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 15.6. Time shall be of the essence for each and every provision of this Agreement. 15.7. This Agreement may not be recorded in the Public Records of Miami -Dade County. 16. ESCROW AGENT. 16.1. Escrow Account. All deposits received by Escrow Agent shall be deposited in such accounts Escrow Agent may select, in a non -interest bearing account. 16.2. Duties of Escrow Agent. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent is also the law firm representing the CRA. In the event of a dispute between the parties, the parties consent to Escrow Agent continuing to represent the CRA, notwithstanding the fact that it also shall have the duties provided for in this Agreement. 16.3. Reliance of Escrow A ent on Documents. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and may assume that any person purporting to give any writing, notice, advice, or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same; and its duties under this Agreement shall be limited to those provided in this Agreement. 16.4. Indemnification of Escrow Agent. Unless Escrow Agent discharges any of its duties under this Agreement in a grossly negligent manner or is guilty of willful misconduct with regard to its duties under this Agreement, the parties shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at Iaw or in equity, or other expenses, fees or charges of any character or nature, which they may incur or with which they may be threatened by reason of its acting as Escrow Agent under this Agreement; and in such connection the parties shall indemnify Escrow Agent against any and all expenses including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim in such capacity. The Escrow Agent shall be 11 vested with a lien on all Land deposited under this Agreement for indemnification, for reasonable attorneys' fees and court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be incurred by Escrow Agent in its capacity as Escrow Agent by reason of disputes arising between the parties to this Agreement as to the correct interpretation of this Agreement and instructions given to Escrow Agent under this Agreement, or otherwise, with the right of Escrow Agent, in its sole discretion, regardless of any instructions, to hold the Land deposited in escrow until and unless said additional expenses, fees and charges shall be fully paid. 16.5. Interpleader Action in the Event of Dispute. If the parties shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees in its capacity as escrow agent in connection with any such interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. 16.6. Consultation with Counsel. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any act or omissions of any kind unless caused by its gross negligence or willful misconduct. 16.7. Resignation of Escrow Agent. Escrow Agent may resign upon thirty (30) days' written notice to the CRA and Purchaser. If a successor escrow agent is not appointed jointly by Purchaser and the CRA within the thirty (30) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor and upon such appointment the Escrow Agent shall deliver the Deposit to the successor escrow agent and be relieved of all further liabilities and obligations as Escrow Agent hereunder. 17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 12 [SIGNATURE PAGES TO FOLLOW] IN WITNESS hereof the parties have executed this Agreement as of the date first above written. CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Frank K. Rollason Title: Executive Director ATTEST: Priscilla A. Thompson, Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA APPROVED AS TO INSURANCE REQUIREMENTS: Frank Gomez, Risk Management Administrator DEVELOPER: GREATER BETHEL AFRICAN METODIST EPISCOPAL (A.M.E.) CHURCpi" 14 Schedule of Exhibits A. Legal Description B. Insurance Requirements C. Covenant Running with the Land EXHIBIT A Legal Description Lots 5, 6 and 18 Block 35, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Flat Book B at Page 41 of the Public Records of Miami -Dade County, Florida. Folio Numbers: 01-0103-050-1060 and 01-0103-050-1 160. 16 EXHIBIT B Insurance Requirements 1 Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contractual liability, products and completed operations, personal injury, and premises coverage against those sums that the insured becomes legally obligated to pay as damages in connection with any and all claims, demands or actions, bodily injury, death or Land damage occurring in the Land, the limits of which shall not be less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and Land damage. 2. Pollution/Environmental Impairment Liability insurance coverage to be provided by Purchaser's contractors performing the Inspections on a claims basis (provided that such policy period must be for a minimum of six (6) years from and after the date of the Inspections) with limits of One Million Dollars ($1,000,000) per occurrence, providing coverage for the damage caused by spillage of any fuel, petroleum, products or any other "hazardous substances," "hazardous materials" or "toxic substances" (as defined in any and all state, local, or federal laws, rules, regulations and orders pertaining to environmental, public health or welfare matters), whether those substances are solid, liquid or gaseous. Said policy of insurance shall also provide coverage for the cost of cleanup of the 17 affected area and for the removal, transportation and safe disposal of any contaminated area. 3. Automobile Liability insurance covering all owned, non -owned, and hired vehicles used in conjunction with Inspections of the Land. The policy or policies of insurance shall contain such limits as may be reasonably requested by the CRA from time to time but not less than One Million Dollars ($1,000,000). Worker's Compensation insurance in the amounts and types required by Chapter 440, Florida Statutes. 4. The limits set forth in paragraphs (1), (2), (3) and (4) above shall be issued by an Insurance Company maintaining an "A" rating and Financial Strength of "7". fi 2798438 v2 18 THIS INSTRUMENT PREPARED BY: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 Space Above This Line For Recording Data COVENANT RUNNING WITH THE LAND AGREEMENT THIS COVENANT, made this day of , 2005, by and between GREATER BETHEL AFRICAN METHODIST EPISCOPAL (A.M.E.) CHURCH (hereinafter referred to as "Purchaser"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (hereinafter referred to as the "CRA"). RECITALS the owner of that certain real property which is more particularly attached hereto and incorporated herein by this reference (the A. The CRA is described in Exhibit "Property"). B. Purchaser desires to purchase from the CRA all of the CRA's right, title and interest in the Property, subject to the terms and conditions of this Covenant, and the CRA desires to sell to Purchaser all of its right, title and interest in the Property, subject to the terms and conditions of this Covenant. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the CRA and the Purchaser hereby agree as follows: ARTICLE I RECITALS Section 1.1 Recitals. The Recitals to this Covenant are true and correct and are hereby incorporated by reference and made a part hereof. ARTICLE II USE OF PROPERTY Section 2.1 Use of Property. Purchaser covenants and agrees to allow the Property to be utilized by the general public for parking of motor vehicles, at no charge, during all times when the Property is not required for parking in connection with activities at the Church located on the property described on Exhibit "B" attached hereto (the "Church Property"). Purchaser may impose reasonable rules and regulations with respect to the use of the Property by the general public, which rules and regulations are subject to the approval of the Executive Director of the CRA. ARTICLE III VIOLATION OF COVENANT Section 3.1 Breach. Upon the occurrence of a breach of this Covenant by Purchaser, the CRA shall provide ten (10) days notice of default and opportunity to cure such default failing which the CRA may pursue all remedies available at law or in equity as a result of such breach. ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.1 Notice. Any notice required or permitted to be given under this Covenant shall be delivered either by hand, by registered or certified mail, postage prepaid, return receipt requested, or delivered by a nationally recognized overnight delivery service and addressed as described below; notices shall be deemed effective only upon receipt or refusal of delivery. 2 If to Purchaser: With a copy to: If to the CRA: Southeast Overtown/Park West Community Redevelopment Agency Attention: Executive Director 49 N.W. 5th Street Suite 100 Miami, Florida 33128 With a copy to: Jorge L. Fernandez, City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 With a copy to: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 With a copy to: James Villacorta, Esq. 49 N.W. 5th Street Suite 100 Miami, FL 33128 Section 4.2 Estoppel Certificates. The CRA and Purchaser shall at any time and from time to time, within thirty (30) days after written request by the other, execute, acknowledge and deliver a certificate to the party which has requested the same or to any prospective mortgagee or assignee designated by Purchaser. The certificate shall state (i) that the Covenant is in full force and effect and has not been modified, supplemented or amended in any way, or, if there have been modifications, that this Covenant is in full force and effect as modified, identifying such modification Covenant, and if this Covenant is not in force and effect, the certificate shall so state; (ii) that this Covenant, as modified, represents the entire Covenant between the parties, or, if it does not, the certificate shall so state; (iii) that all conditions under this Covenant to be performed by the CRA or Purchaser, as the case may be, have been satisfied and, (iv) as of the date of such certificate, there are no existing defenses or offsets which the CRA or Purchaser, as the case may be, has knowledge against the other party preventing enforcement of this Covenant by such other party, or, if any conditions contained in this Covenant and required to be performed by a party have not been satisfied or if there are any defenses or offsets, the certificate shall so state. The party to whom any such certificate shall be issued may rely on the matters therein set forth and thereafter the party issuing the same shall be estopped from denying the veracity or accuracy of the same. Any certificate required to be made by the CRA pursuant to this paragraph may be made on its behalf by the Executive Director. Section 4.3 Waiver of Jury Trial. THE PARTIES HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS COVENANT OR ANY AMENDMENT OR MODIFICATION OF THIS COVENANT, 4 OR ANY OTHER COVENANT EXECUTED BY AND BETWEEN THE PARTIES IN CONNECTION WITH THIS COVENANT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY HERETO. THIS WAIVER OF JURY TRIAL PROVISION IS A MATERIAL INDUCEMENT FOR THE CRA AND THE DEVELOPER TO ENTER INTO THE SUBJECT TRANSACTION. Section 4.4 Covenants to Run with the Land. All covenants, agreements, conditions and undertakings contained herein shall extend and inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and shall be construed as covenants running with the Property. Wherever in this Covenant reference is made to any of the parties, it shall (unless expressly provided to the contrary in such reference) be held to include and apply to, wherever applicable, also the successors and assigns of each party. Section 4.5 Attorneys' Fees and Expenses. In the event of any litigation between the parties, all expenses, including reasonable attorneys' fees and court costs at both the trial and appellate levels, incurred by the prevailing party, shall be paid by the non -prevailing party. The term "attorneys' fees," as used in this Covenant, shall be deemed to include, without limitation, any paraprofessional fees, investigative fees, administrative costs and other charges billed by the attorney to the prevailing party (including any fees and costs associated with collecting such amounts). Section 4.6 Severability. If any of the provisions of this Covenant or the application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Covenant and the application of such provision to persons or situation other 5 than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby and shall continue valid and be in force to the fullest extent permitted by law. Section 4.7 Caption. The Covenant headings and captions contained in this Covenant are for convenience and reference only and in no way define, limit or describe the scope of intent of this Covenant. Section 4.8 Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine. feminine, or neuter, singular or plural, as the identity of the party or parties may require. Section 4.9 Governing Law. The validity of this Covenant and all of its terms or provisions, as well as rights and duties of the parties hereunder shall be interpreted and construed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. Section 4.10 Termination of the CRA. Upon the termination of the CRA, all rights and obligations of the CRA under this Covenant shall automatically transfer to the City and upon such transfer all references in this Covenant to the CRA shall be deemed references to the City. Section 4.11 Cooperation. The parties to this Covenant hereby covenant and agree to utilize their good faith efforts to cooperate with each other to carry out the spirit and intent of this Covenant. Section 4.12 Amendments. This Covenant may not be amended, modified, altered or changed in any respect except by further agreement in writing duly executed by all parties hereunder and their respective mortgagees. No amendment, modification, alteration or change to this Covenant shall be binding upon any holder of any mortgage unless approved in writing by such mortgagee. Such approval shall not be delayed, charged for or unreasonably withheld. 6 Section 4.13 Effective Date. The Effective Date of this Covenant shall be the date this Covenant was last executed by the parties to this Covenant. [SIGNATURE PAGES TO FOLLOW] 7 IN WITNESS WHEREOF, Purchaser and the CRA have executed this Covenant as of Effective Date. Signed in the presence of: Print Name: Print Name: Frank Rollason PURCHASER: Its: GREATER BETHEL AFRICAN METHODIST EPISCOPAL (A.M.E.) CHURCH t._r,—+,, By: Its: Date Executed: CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes Print Name: ATTEST: Priscilla A. Thompson Clerk of the Board By: Title: Executive Director By: Its: Date Executed: 8 APPROVED AS TO LEGAL SUFFICIENCY: Holland & Knight LLP, as special counsel STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument , 200, by Frank K. West Community Redevelopment me or has produced (SEAL) APPROVED AS TO INSURANCE REQUIREMENTS: Insurance Manager Dated: )ss. ) was acknowledged before me this day of Rollason, as Executive Director for Southeast Overtown/Park Agency, on behalf of the agency, who is personally known to as identification. Notary Public -State of Commission Number: STATE OF FLORIDA )SS COUNTY OF MIAMI-DADS The foregoingins , 2005 , by Me hodist Episcopal (A.M.E.) Church, on beh me or has produced s ackncledg 14Ke fore me this day of of Greater Bethel African if of the company, who is personally known to as Identification. (SEAL) ,Y,, William G. Mauzy Commission #DD3867 5 .•{ Expires: Feb 23, 2009 =' Rnnded Thru Notary Pubihcd-St fBO 1°g�'' Commission Number: 9 EXHIBIT A Lots 5, 6 and 18 Block 35, 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. # 2841737_vl