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HomeMy WebLinkAboutCRA-R-05-0028 Back-up DocumentationI 4 block 55 US.POST OF FICE P57 P60 block 56 ERT OWN m 366 Si0 36i ]6E ao aee ]I ITEM 4 4/26/04 RESOLUTION NO. SEOPW/CRA R-r) 4 2 5 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 HISTORIC MOUNT ZION MISSIONARY BAPTIST CHURCH ("MT. ZION") CONVEYING THE PROPERTY AT 318 NORTHWEST 10TH STREET (FOLIO NUMBERS: 01-0102-070-1040, 01- 0102-070-1041, 01-0102-070-1042, AND 01-0102 070-1043) TO MT. ZION, CONTINGENT ON MT. ZION ALLOWING USE OF THE PROPERTY BY THE PUBLIC WHEN NOT BEING UTILIZED BY MT. ZION, FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT THE PROPOSED AGREEMENT TO THE BOARD FOR APPROVAL. WHEREAS, on October 17, 2003, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") received a letter of interest from Historic Mount Zion Missionary Baptist Church ("Mt. Zion") proposing the sale to Mt. Zion of certain real property owned by the CRA at 318 Northwest 10th Street, Miami, Florida (the "Property"), (folio numbers: 01-0102-070-1040, 01- 0102-070-1041, 01-0102-070-1042, 01-0102 070-1043) as more fully described in "Exhibit A", and currently used by Mt. Zion as a surface parking lot; and WHEREAS, the Board of Directors by resolution number SEOFW/CRA R-04-03, passed and adopted January 26, 2004, S$DPW/ 4 2 5 authorized the Executive Director to issue a request for proposals ("RFP") for the Property; and WHEREAS, the CRA issued the RFP on February 5, 2004 and the Clerk of the Board did not receive any responses; 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 Property to Mt. Zion, contingent on Mt. Zion allowing use of the Property by the public when not being utilized by Mt. Zion, 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 Property to Mt. Zion Missionary Baptist Church, contingent on Mt. Zion allowing use of the Property by the public when not Page 2 of 3 SEDPW/CRA 4.4 - 25 being utilized by Mt. Zion, 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 SIGt ME REQUIRED ARTHUR E. TEELE, JR., CHAIRMAN ATTEST: C.,; F fir, i ��ii G.� o �f� .. k,. ��:: ' _�i 'kE. REQUIRED PRISCILLA A. THOMPSON CLERK OF THE BOARD APPROVED AS TO FP` .cam CORRECTNESS: ALE V ELLO RAL COUNSEL SS:JHV S OPW/Ca ti # Page 3 of 3 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY PUBLIC NOTICE REQUEST FOR PROPOSALS 318 NW 10th Street MIAMI, FLORIDA PROPERTY DESCRIPTION Total Lot Size: 7,500 s.f. more or less Zoning: C-1 Restricted Commercial Folio: 01-0102-070-1040 318 NW 10th Street 01-0102-070-1041 01-0102-070-1042 01-0102-070-1043 Improvements: The property is paved Utilities: Utilities are available along NW 10th Street. These include potable water, sanitary sewer, power, telephone and cable television. Neighborhood: The Property is centrally located in Miami within an older neighborhood, which is over 90% developed. The -eneral boundaries of the neighborhood extend North from NW 5's Street to 28th Street, and west from North Miami Avenue to NW Avenue. The neighborhood is further intersected by the 1-95 and I-395 elevated expressways. Northwest 3'd Avenue is a major north -south traffic artery though the neighborhood, with local retail and conunercial stores and shops mixed with residential use. General Information Pursuant to Florida Statutes section 163.380 (3)(a), the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") is giving notice that it is considering disposition of its interest in the referenced property and is seeking proposals from private redevelopers or any persons interested in undertaking to redevelop or rehabilitate a community redevelopment area or any part thereof. The CRA has been approached by the Historic Mount Zion Baptist Church with an expression of interest in acquiring the referenced property. All available information on the referenced property may be obtained from the CRA at 49 NW 5th Street, Suite 100, Miami, Florida 33128. All interested parties are invited to inspect the property. 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 any or all proposals, and/or to re -advertise for proposals. Frank K. Rollason Executive Director d. # Fs :71 hArsp6un slsdrer ,. - The Historic Mount Zion 14issionary Baptist Church 301 N. W. 9.th Street Miami, Flori'133136 Office (305). 379-4147 Fax (305) 374-3733 E-mail us at: historic@bellsouth.net et T7, 2003 1$ec4.01 , Ater:. FROIVI:• Mr. Frank K. Rollason, Executive Directcir City of Miami Commtmity Redeveloprnent Agency (CRA) 49 NW 5th Street; Suite .100 Miami, Florida 33136 Reverend Dr. Ralph M. Ross PROPOSAL CONVEYANCE OF CRA PROPERTIES This Historic Mount Zion Missionary Baptist Church desires to utilize its entire parking area. inclusive of the 4lots :.owned by the CRA (318 NW 10th Street) as a parking lot for its mentbers. - .and.-visitors/quests. This was the plan prior to the CRA's acquisition of the 4 lots (see the attached letter from one of the heirs, James E. McQueen): Therefore, we are requesting that the CRA convey subject properties to -the Historic Mount Zion Missionary Baptist. Church for $ 1.00 more or less giving the church. exclusive ownership and the option for future development within the confines of the SEOPW-CRA Redevelopment Plan. Thanks Dr.. Ralph M. Ross Pastor/Teacher Flora Ross -Beason PastorA Associate Leonard A. Duncanwo_ Pastoral- Associate James E. McQueen 9830 Dunhill Drive Miramar, Florida 33025 July 17, 2003 To Whom It May Concern: This is to certify that it was the intent of the McQueen family to donate the subject property currently housed on the parking lot of the Historic Mount Zion Missionary Baptist Church between the I-95 and between Jackson's Soul Food's property on 10th Street (318 NW 10`h Street). Thank you Reverend James McQueen 2. DIRECTING EXECUTIVE DIRECTOR TO NEGOTIATE PURCHASE AND SALE AGREEMENT WITH HISTORIC MOUNT ZION MISSIONARY BAPTIST CHURCH, CONTINGENT ON MT. ZION ALLOWING USE OF PROPERTY BY PUBLIC WHEN NOT BEING UTILIZED BY MT. ZION, DIRECT EXECUTIVE DIRECTOR TO PRESENT PROPOSED AGREEMENT TO BOARD FOR APPROVAL. Chairman Teele: Could we take up Item Number 4? And see if Commissioner -- like to try to get all five Commissioners here for the Dover Kohl. Frank Rollason (Executive Director, CRA): All right. Item 4 is an item dealing with land parcels that we're recommending end up be transferred to the Mount Zion Baptist Church. On May 19th, the board adopted a motion to gather documents on the four parcels on Northwest 10th Street, adjacent to Mount Zion Church, which the CRA (Community Redevelopment Agency) obtained in January of '02, through the sale of a tax certificate for twenty-seven point eight thousand dollars. On October 17 , the CRA received a proposal from Mount Zion Church for the four parcels. On January 26th, the Board authorized the Director to issue a public notice for proposals on these four lots, and we did that, and for 30 days, public notice was issue. On February 5th, we had no responses to that, and therefore, this resolution authorizes the Executive Director and General Counsel to negotiate a purchase agreement with the historic Mount Zion Baptist Church for the conveyance of all four lots, with the stipulation that parking be maintained as part of the conveyance, and that said parking shall be made available to the public when not in use by the church. Board Member Gonziilez: Move Item 4. Board Member Regalado: Second. Chairman Teele: But that should be -- the parking should be available on a reasonable basis. Mr. RoIlason: Yes, sir. Chairman Teele: Not an absolute, but -- Mr. Rollason: And we will work that into the agreement where it's agreeable to them also, but that stipulation will be in there in some form. Chairman Teele: OK. We have a motion and a second. Discussion. All in favor, say "aye." The Board Members (Collectively): Aye. Chairman Teele: All opposed? 3 April 26, 2004 The following resolution was introduced by Board Member Gonzalez, who moved for its adoption: SEOPW/CRA RESOLUTION NO, 04-25 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 HISTORIC MOUNT ZION MISSIONARY BAPTIST CHURCH ("MT. ZION") CONVEYING THE PROPERTY AT 318 NORTHWEST 10TH STREET (FOLIO NUMBERS: 01-0102-070-1040, 01-0102-070-1041, 01-0102-070-1042, AND 01-0102 070-1043) TO MT. ZION, CONTINGENT ON MT. ZION ALLOWING USE OF THE PROPERTY BY THE PUBLIC WHEN NOT BEING UTILIZED BY MT. ZION, FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT THE PROPOSED AGREEMENT TO THE BOARD FOR APPROVAL, (Here follows body of resolution, omitted here and on file in the Office of the City Clerk.) Upon being seconded by Board Member Regalado, 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: None ABSENT: Board Member Joe Sanchez 4 April 26, 2004 PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the day of 2005, by and between THE HISTORIC MOUNT ZION MISSIONARY BAPTIST 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 04-25 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 pertaining 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 andlor 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. Acceptance 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 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. Purchaser. 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 authorizing the conveyance by the CRA. the resolution 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 legal 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. 9.1.3. This Agreement constitutes the valid and binding obligation of the CRA, enforceable against the CRA, and its successors 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. '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 Agent 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 law 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: THE HISTORIC MOUNT ZION MISSIONARY BAPTIST CHURCH 14 Schedule of Exhibits A. Legal Description B. Insurance Requirements C. Covenant Running with the Land EXHIBIT A Legal Description Lot 3 Block 27, NORTH CITY OF MIAMI, according to the Plat thereof recorded in Plat Book B at Page 41 of the Public Records of Miami -Dade County, Florida. Folio Numbers: 01-0102-070-1040 01-0102-070-1041 01-0102-070-1043 01-0102-070-1044 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". # 2829044_v2 18 CONTRACT NEGOTIATIONS BETWEEN WEIR PROMENADE ASSOCIATES, LLC AND SOUTHEAST OVERTOWN PARK WEST COMMUNITY REDEVELOPMENT AGENCY. TASKS DUTY 1. Provide Title Work with respect to Block 36 2. Access Agreement 3. Proposals regarding restructure of Lyric Lease 4. Proposed Facing Plan 5. Proposed assignment language 6. Ownership Structure of Developer including copies of organizational documents 7. Employment requirements for the project # 2939210_v1 RESPONSIBLE _PARTY CRA CRA CRA/Developer Developer Developer Developer Developer DEADLINE May 25, 2005 June 1, 2005 June 1, 2005 June 15, 2005 June 15, 2005 June 15, 2004 July 1, 2005 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 THE HISTORIC MOUNT ZION MISSIONARY BAPTIST 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 A. The CRA is the owner of that certain real property which is more particularly described in Exhibit "A", attached hereto and incorporated herein by this reference (the "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. 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 3 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: PURCHASER: THE HISTORIC MOUNT ZION MISSIONARY BAPTIST CHURCH By:�iv�L Print Na , r L j Gt-c j 6G Its: Print Name: 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 By: Print Name: Frank Rollason Title: Executive Director Print Name: ATTEST: Priscilla A. Thompson Clerk of the Board By: Its: Date Executed: 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 COUNTY OF MIAMI-DADE The )SS ) foregoing , 2005 , by/ Re k ssionary Baptist Church, on behalf ofh produced /. e:.S L i / t4 ,�4 .,,,�� I eEAL) Notary Public -State of Commission Number: instrument was acknowledged before me this /• day of 5 , theCltn,',- rev). -of The Historic Mount Zion the company, wholis personally known to me or has as Identification. 40,rS' •4, Tomas A Baer My Commission DD038023 cdP Expires July 12, 2005 9 EXHIBIT A Lot 3 Block 27, NORTH CITY OF MIAMI, according to the Plat thereof recorded in Plat Book B at Page 41 of the Public Records of Miami -Dade County, Florida. # 2798392_v2