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HomeMy WebLinkAboutCRA-R-10-0040 Attachment to Legislation 5-13-2010GRANT AGREEMENT THIS AGREEMENT is entered into as of the 13th day of May, 2010 by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") and CAMILLUS HOUSE, INC., a Florida not -for -profit corporation ("GRANTEE"). RECITALS A. The CRA was formed for the purpose of removing slum and blight in the Southeast OvertownlPark West redevelopment area (the "Redevelopment Area"). B. GRANTEE currently operates a homeless shelter and food distribution facility located in the Redevelopment Area located at 726 NE 1st Avenue, Miami, Florida on that property more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Existing Facility"). Parcel 1 identified on Exhibit A ("Parcel 1") is owned in fee simple by Charity Unlimited, Inc., a Florida not -for -profit corporation ("Charity Unlimited") and Parcel 2 identified on Exhibit A ("Parcel 2") is a leasehold interest in Parcel 2 in favor of Brothers of the Good Shepherd of Florida, Inc. a Florida not -for -profit corporation ("Good Shepherd") pursuant to that lease recorded May 18, 1945 in Deed Bobk 2513, at Page 398 of the Public Records of Miami -Dade County, Florida (the "99 Year Lease"). C. GRANTEE is currently developing a new state of the art 340 bed facility on the property located along the NW 7th Avenue corridor more particularly described on Exhibit "B" attached hereto and made a part hereof (the "Property"), pursuant to the plans and specifications prepared by Wolfberg Alvarez (the "Architect") originally issued August 18, 2008 and most recently revised February 18, 2010 (the "Plans and Specifications") which is intended to replace the Existing Facility, D. GRANTEE submitted a grant proposal to the CRA dated March 1, 2010 (the "Grant Proposal") requesting a grant from the CRA in the amount of Ten Million and No/100 Dollars ($10,000,000.00) (the "Grant") to be used to repay the gap financing utilized by GRANTEE for the construction of Buildings B, D, and F of the Project which are shown on the site plan attached hereto as Exhibit "C" and made a part hereof which buildings are to be constructed in accordance with the Plans and Specifications (the "New Facility"). E. GRANTEE has represented to the CRA that the Grant will enable GRANTEE to complete the New Facility, resulting in the creation of approximately 350 temporary construction jobs and approximately 10 new permanent jobs (90 permanent jobs will be relocated from the Existing Facility) including jobs for residents of the Redevelopment Area and the New Facility will enable GRANTEE to permanently close the Existing Facility. F. The CRA desires to assist GRANTEE in the development of the New Facility, support the creation of new job opportunities by GRANTEE for residents of the Redevelopment Area and induce GRANTEE to permanently close the Existing Facility to enable the CRA to remove slum and blight in the Redevelopment Area, as hereinafter provided. NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree to as follows: 1. Recitals. The Recitals and all statements contained herein are true and correct and are hereby incorporated into this Agreement by reference and made a part hereof. 2. Defined Terms. As used in this Agreement, capitalized terms shall have the following meanings: "Affiliate" means Charity Unlimited, Good Shepherd, Shepherds Court, Camillus Health Concern, Inc., Labre Place, Inc., a Florida not -for -profit corporation, Emmaus Place, Inc., a Florida not -for -profit corporation, Charity Unlimited Holdings, Inc., a Florida not -for - profit corporation, Charity Unlimited Leasing, Inc., a Florida not -for -profit corporation, Charity Unlimited Foundation, Inc., a Florida not -for -profit corporation, Somerville Residence, Inc., a Florida not -for -profit corporation, Good Shepherd Villas, Inc., a Florida not -for -profit corporation, Brother Kelly Place, Inc., a Florida not -for -profit corporation, Brownsville Housing, Inc., a Florida not -for -profit corporation, Matt Talbot House, Inc., a Florida not -for -profit corporation, Shepherd's Court Investor, LLC, a Florida limited liability company and Shepherd's Court Development, LLC, a Florida limited liability company, and any other entities controlled directly or indirectly by any of the foregoing. "Apprenticeship Program" has the meaning ascribed to said term in Section 8. "Architect" has the meaning ascribed to said term in the Recitals. "Board" has the meaning ascribed to said term in Section 3. "Building A" means Building A as identified on the Site Plan to be developed by Shepherd's Court. "Charity Unlimited" has the meaning ascribed to said term in the Recitals. "Community Outreach Program" has the meaning ascribed to said term in Section 9. "Completion" has the meaning ascribed to said term in Section 4(a). "Contractor" means Coastal Construction of Monroe, Inc. d/b/a Coastal Construction Company. "Construction Contract" means the guaranteed maximum price contract for the construction of the New Facility by and between GRANTEE and the Contractor. "CRA" means Southeast Overtown/Park West Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes. "DCF" means the State of Florida Department of Children and Family Services. 2 "Demolished" "Escrow Agent" has the meaning ascribed to said term in Section 3. "Escrowed Funds" has the meaning ascribed to said term in Section 4(a). "Executive Director" has the meaning ascribed to said term in Section 4(b)(i). "Existing Facility" has the meaning ascribed to said term in the Recitals. "Funding Agreement" has the meaning ascribed to said term in Section 4(b)(iii). "Gap Lender" means the financial institution or institutions providing the Gap Loan to GRANTEE with respect to the New Facility. "Gap Loan" has the meaning ascribed to said term in Section 14(n). "General Counsel" means the City Attorney of the City of Miami acting as general counsel to the CRA, "Good Shepherd" has the meaning ascribed to said term in the Recitals. "Grant" has the meaning ascribed to said term in the Recitals. "GRANTEE" means Camillus House, Inc., a Florida not -for -profit corporation. "Grant Proposal" has the meaning ascribed to said term in the Recitals. "Initial Funding Conditions" has the meaning ascribed to said term in Section 14. "Lead Lender" has the meaning ascribed to said term in Section 4(b)(iii)(a). "Lease" means the Lease dated June 10, 2008, by and between the Trustees and DCF as amended by Amendment Number One to Lease Number 4536 dated November 13, 2008. "LEED Registration" has the meaning ascribed to said term in Section 14(k). "Low Income Resident" means an individual who cares up to 80% of the area median income for Miami -Dade County based upon family size as established by the Public Housing Agency of Miami -Dade County. The current median income calculations are shown on Exhibit "D" attached hereto. "New Facility" has the meaning ascribed to said tern in the Recitals. "New Market Tax Credit Purchaser" means the financial institution or institutions which purchases the new market tax credits generated from the New Facility. "Parcel 1" has the meaning ascribed to said term in the Recitals. 3 "Parcel 2" has the meaning ascribed to said terra in the Recitals. "Phase 2" means those buildings and other improvements designated as Phase 2 on the Site Plan. "Plans and Specifications" has the meaning ascribed to said term in the Recitals. "Priority Program" has the meaning ascribed to said term in Section 7. "Project Budget" means the budget for the New Facility prepared by GRANTEE. "Restrictive Covenant" has the meaning ascribed to said term in Section 5. "Shepherd's Court" means Shepherd's Court, LLC, a Florida limited liability company. "Sublease" has the meaning ascribed to said term in Section 14(a). "Subsublease" means the Sub -Sublease Agreement dated June 10, 2008, by and between GRANTEE and Shepherd's Court. "Third Party Inspector" has the meaning ascribed to said term in Section 4(b)(ii). "Trustees" means the Board of Trustees of the Internal improvement Fund of the State of Florida. "Unavoidable Delay" means delays beyond the control of the GRANTEE, including, without limitation, delays due to war, insurrection, strikes, lock -outs, riots, hurricanes, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, unusually severe weather or other cause beyond the control of GRANTEE, excluding unavailability of funds. GRANTEE shall be entitled to an extension of time for the inability to meet the timeframe or deadline specified in this Agreement if such inability is caused by the Unavoidable Delay provided GRANTEE advised the CRA of the occurrence of the Unavoidable Delay within thirty (30) days of the occurrence and the time delayed. "99 Year Lease" has the meaning ascribed to said terra in the Recitals. 4 3. Grant. The CRA hereby agrees to make the Grant to GRANTEE in the amount of Ten Million and No/100 Dollars ($10,000,000.00) subject to the terms of this Agreement. Provided all of the Initial Funding Conditions, as hereinafter defined, are satisfied or waived by the Board of Commissioners of the CRA (the "Board"), the CRA, subject to Section 16, shall deposit into escrow with Holland & Knight LLP (the "Escrow Agent") Two Million and No/100 Dollars ($2,000,000.00) per year on or before March 15 of each year for five (5) consecutive years starting on March 15, 2011 until a total of Ten Million and No/100 Dollars ($10,000,000.00) has been deposited into escrow with Escrow Agent. Escrow Agent shall invest the funds in a certificate of deposit or other interest bearing account. All interest accrued thereon shall be paid to the CRA. Escrow Agent shall disburse the Grant in accordance with Section 4. 4. Disbursement of the Grant. The Grant shall be disbursed as follows: a. Prior to Completion of the New Facility the CRA shall fund payments in the amount of Two Million and No/100 Dollars ($2,000,000.00) per year to Escrow Agent (the "Escrowed Funds"). Escrow Agent shall release the Escrowed Funds upon Completion, as hereinafter defined, to GRANTEE to repay all or a portion of the Gap Loan as provided for in the Funding Agreement, as hereinafter defined. "Completion" shall mean that final certificates of occupancy have been issued for all of the buildings comprising the New Facility and the Existing Facility has been closed and demolished to the extent the landlord under the 99 Year Lease has consented to the demolition of the improvements on Parcel 2 and if the consent has not been obtained, the improvements on Parcel 1 have been demolished. To evidence Completion, GRANTEE shall provide the following to Escrow Agent and the CRA: i. Copies of the final certificates of occupancy, or its equivalent, for Buildings B, D, and F. ii. A certificate executed by an officer of Charity Unlimited and Good Shepherd acknowledging that the Existing Facility has been permanently closed and demolished to the extent the landlord under the 99 Year Lease has consented to the demolition of the improvements on Parcel 2 and if the consent has not been obtained, the improvements on Parcel 1 have been demolished, which shall have attached as an exhibit pictures confirming that the Existing Facility has been demolished. b. Notwithstanding the fact that Completion has not been achieved the CRA authorizes up to Two Million and No/100 Dollars ($2,000,000.00) of the Grant to be disbursed by Escrow Agent prior to Completion upon satisfaction of all of the following requirements: i. GRANTEE has provided the Executive Director of the CRA (the "Executive Director") a detailed statement of sources and uses of funds required to achieve Completion which reflects that with the use of up to Two Million and No/100 Dollars ($2,000,000.00) of the Grant, 5 GRANTEE shall have sufficient funds available to achieve Completion. The preliminary sources and uses of funds for the New Facility is attached hereto as Exhibit "E ii. An independent third party inspector (the "Third Party Inspector") retained by GRANTEE or the Lead Lender confirms the estimated cost to complete the New Facility and based upon such estimate and the availability of funds reflected in the sources and uses of funds provided by GRANTEE to the Executive Director is reasonably satisfied that sufficient funds are available with the use of up to Two Million and No/100 Dollars ($2,000,000.00) of the Grant to achieve Completion. iii. All of the parties providing funds for completion of construction of the New Facility as reflected on the sources and uses of funds shall enter into an agreement (the "Funding Agreement") which shall govern the disbursement of the funds necessary to complete the construction of the New Facility. The Funding Agreement shall include the following provisions: a. The Gap Lender or the New Market Tax Credit Purchaser shall serve as the lead under the Funding Agreement (the "Lead Lender"). b. Each party providing funds to complete the New Facility shall be irrevocably committed to make the funds available to complete construction of the New Facility, subject to the terms of the Funding Agreement. c. The parties providing the funds to complete construction of the New Facility shall be obligated to fund their proportionate amount monthly based upon the draw requests approved by the Lead Lender. d. Each draw request shall be submitted by the Contractor and approved by the Architect, the Third Party Inspector and GRANTEE. e, If there are insufficient funds to complete the New Facility as a result of change orders or any other reason, as determined by the Lead Lender, GRANTEE shall provide additional funds to bring the transaction "in balance" so that sufficient funds will be available to complete the New Facility before further funds will be disbursed. f. GRANTEE shall be required to provide documentation for each monthly draw request consistent with the documentation customarily provided to construction lenders doing business in Miami -Dade County, Florida. g. The terms of the Funding Agreement shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld provided the terms of the Funding Agreement are consistent with this Agreement. c. After Completion, all future annual payments of the Grant shall be made directly to GRANTEE or as provided in the Funding Agreement except if Completion is not achieved within two (2) years from the issuance of the Notice to Proceed, as defined in the Construction Contract, to the Contractor, as said two (2) year period may be extended as a result of Unavoidable Delays, in which event Escrow Agent shall return that portion of the Grant held by Escrow Agent to the CRA and GRANTEE shall not be entitled to any further funds pursuant to the terms of this Agreement. 5. Relocation of Existing Facility. As a condition of the Grant, GRANTEE covenants and agrees that the Existing Facility is to be permanently closed and demolished, to the extent the landlord under the 99 Year Lease has consented to the demolition of the improvements on Parcel 2, and if the consent has not been obtained, the improvements on Parcel 1 have been demolished within one hundred twenty (120) days after the issuance of a certificate of occupancy for all of the buildings comprising the New Facility. Simultaneously with the execution of this Agreement, GRANTEE, Charity Unlimited, Good Shepherd and the other Affiliates shall enter into a restrictive covenant in the form of Exhibit "F" attached hereto and made a part hereof (the "Restrictive Covenant") which will preclude the Existing Facility and Parcel 1 and Parcel 2 from being utilized as a homeless shelter or food distribution center commencing ninety (90) days after the issuance of certificates of occupancy for all buildings comprising the New Facility. 6. Restrictions on Activities of GRANTEE. GRANTEE acknowledges that the Existing Facility operated by GRANTEE, Charity Unlimited and Good Shepherd has contributed to the existing slum and blight in the Park West area of the Redevelopment Area. It is the goal of GRANTEE to relocate the people housed at the Existing Facility to the state of the art campus being created by the New Facility, which is designed to keep the chronic homeless that it serves off the streets, and for GRANTEE and its Affiliates not operate or participate, directly or indirectly, in the operation of any homeless shelter or food distribution service in the Redevelopment Area, other than the New Facility and Phase 2, once the New Facility is completed. GRANTEE and its Affiliates covenant and agree not to establish or operate or participate, directly or indirectly, in the operation of a homeless shelter or similar facility within the Redevelopment Area or establish or operate or participate, directly or indirectly, in the operation of a food distribution service within the Redevelopment Area, other than the New Facility and Phase 2, after Completion of the New Facility. 7. Temporary Employment. GRANTEE estimates that during construction of the New Facility approximately 350 construction related jobs will be created of which approximately seventy percent (70%) of the construction workers employed for the construction of the New Facility shall be residents of Miami -Dade County, Florida. Priority shall be given to the hiring of Low Income Residents living within a five (5) mile radius of the New Facility, to residents living within five (5) miles of the New Facility and to residents of the City of Miami and to residents of Miami -Dade County. GRANTEE shall require the Contractor to implement the program described on Exhibit "G" attached hereto and made a part hereof (the "Priority 7 Program"). GRANTEE covenants and agrees to utilize its best efforts to enforce the provisions of the Construction Contract regarding the Priority Program, including the liquidated damages for failure to comply. Upon completion of the New Facility GRANTEE shall give a report to the CRA describing compliance with the Priority Program, which report shall include, without limitation, the percentage of Miami -Dade County residents employed in connection with the construction of the New Facility, the number of residents living within five (5) miles of the New Facility who were employed in connection with the construction of the New Facility, the number of new employees who are Low Income Residents who live within a five (5) mile radius of the New Facility and the number of new employees who are residents of the City of Miami. 8. Apprenticeship •Program. To facilitate the hiring of residents of the Redevelopment Area and residents living within five (5) miles of the New Facility for the construction of the New Facility, GRANTEE shall require the Contractor to implement the apprenticeship program described on Exhibit "H" attached hereto and made a part hereof (the "Apprenticeship Program"). GRANTEE covenants and agrees to utilize its best efforts to enforce the provisions of the Construction Contract regarding the Apprenticeship Program, including the enforcement of the liquidated damages for failure to comply. Upon completion of the New Facility, GRANTEE shall give a report to the CRA describing compliance with the Apprenticeship Program, including, without limitation, the number of residents who participated in the Apprenticeship Program and the number of participants who were employed in connection with the construction of the New Facility and the number of days such residents were employed. 9. Community Outreach Program. GRANTEE shall implement or cause the Contractor to implement the community outreach program described on Exhibit "I" attached hereto and made a part hereof (the "Community Outreach Program"). 10. Permanent Employment Opportunities. GRANTEE estimates that upon completion of the New Facility ten (10) new perrnanent jobs will be created and that upon completion of the surrounding campus approximately One Hundred (100) new permanent jobs will be created. GRANTEE agrees that priority shall be given to the hiring of Low -Income Residents living within a five (5) mile radius of the New Facility and to residents of the Redevelopment Area. To achieve this goal, GRANTEE shall develop and implement the community outreach program described on Exhibit "J" attached hereto and made a part hereof (the "Permanent Employee Community Outreach Program"). 11. Option to Purchase. Charity Unlimited and Good Shepherd hereby grant to the CRA an option to purchase Parcel 1 and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease (the "Option") on the following terms: a. The CRA must exercise the Option by written notice to GRANTEE on or before February 1, 2011. b. The purchase price for Parcel 1 and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease shall be the fair market value for same as of the date notice of the exercise of the Option is given. The fair market value of Parcel 1 and the leasehold interest in Parcel 2 shall be determined based upon the following: 8 i. At the time that the CRA provides Charity Unlimited and Good Shepherd notice of its exercise of the Option, the CRA shall give written notice to Charity Unlimited and Good Shepherd that the CRA, at its expense, has hired an appointed, as an appraiser, a disinterested person with at least ten (10) years of professional experience in Miami -Dade County, Florida as a real estate appraiser of property similar in nature to the Existing Facility. Within ten (10) days after receipt of the Notice, Charity Unlimited and Good Shepherd shall notify the CRA in writing that they have hired and appointed, at their sole cost and expense, as an appraiser, a second disinterested person with at least ten (10) years of professional experience in Miami -Dade County, Florida as a real estate appraiser of property similar in nature to the Existing Facility. The two appraisers so appointed shall each independently prepare their determination of the fair market value of Parcel 1 and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease within thirty (30) days of their respective appointment. If the two appraisals are within 10% of each other then the purchase price pursuant to the Option shall be the average of the two appraisals. If there is more than a ten percent (10%) difference between the two appraisals then the appraisers thus appointed shall appoint, as an appraiser, a third disinterested person with at least ten (10) years of professional experience in Miami -Dade County, Florida as a real estate appraiser of property similar in nature to the Existing Facility. The third appraiser so appointed shall within thirty (30) days of such appointment prepare an appraisal of Parcel 1 and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease. In such event, the average of the two closest appraisals will be deemed the purchase price for Parcel 1 and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease. ii. The CRA and Charity Unlimited and Good Shepherd shall each pay one half (1/2) of the cost for the third appraiser. iii. If the second appraiser shall not have been appointed as aforesaid, the first appraiser shall proceed to appraise and establish the fair market value of Parcel 1 and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease. iv. Should a third appraisal be necessary, in the event that the first appraiser and the second appraiser are unable to agree on the appointment of a third appraiser within ten (10) days after notice that such third appraiser is required, the third appraiser shall be the appraiser on the City of Miami's approved list who would be next to be retained, which appointment shall be binding on the parties. c. The rights of the CRA to purchase Parcel 1 and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease pursuant to the terms of the Option shall be subject to the terms of the right of first refusal (the "Existing Right of First Refusal") in favor of 700 N.E. 1st LLC, a Florida limited liability company ("700 LLC"). d. If the CRA timely exercises the Option, Charity Unlimited and Good Shepherd shall enter into a purchase and sale agreement in the form of Exhibit "K" attached hereto (the "Purchase Contract"). The purchase price under the Purchase Contract shall be the appraised value determined in accordance with Section 11(b) above and the deposit under the Purchase Contract shall be twenty percent (20%) of the purchase price determined in accordance with Section 11(b) above. The time frames for the transaction shall be as set forth in the Purchase Contract, including the closing date which shall be ninety (90) days after Completion of the New Facility. 12. Right of First Refusal. a. In the event that Charity Unlimited receives a bonafide offer from a third party to acquire all or any part of the Charity Unlimited interest in Parcel 1, and Charity Unlimited wishes to accept such offer, Charity Unlimited shall first offer to sell all of such interest in Parcel 1 to the CRA on the same terms and conditions as the offer from the third party, subject to the rights of 700 LLC under the Existing Right of First Refusal. Any such offer shall be in writing and shall identify the third party making the offer and all the terms and conditions of the offer from the third party. The CRA shall have thirty (30) days from the date that the holder of the Existing Right of First Refusal elects not to exercise its right of first refusal within which to accept the offer by giving written notice of the acceptance to Charity Unlimited and, if accepted, the closing shall take place in accordance with the offer. If the CRA does not exercise its rights within such thirty (30) day period, Charity Unlimited shall have the right to sell all of its interest in Parcel 1 pursuant to the original offer from the third party (subject to all of the terms and conditions hereof). In the event the transaction contemplated by the offer does not close and the interest in Parcel 1 is not conveyed then sixty (60) days after the CRA failed to accept same or otherwise fails to close in accordance with the teens of said offer, the right of first refusal shall automatically be reinstated. b. In the event that Good Shepherd receives a bonafide offer from a third party to acquire all or any part of the Good Shepherd's leasehold interest in Parcel 2 pursuant to the 99 Year Lease, and Good Shepherd wishes to accept such offer, Good Shepherd shall first offer to sell the leasehold interest in Parcel 2 pursuant to the 99 Year Lease to the CRA. on the same terms and conditions as the offer from the third party, subject to the rights of 700 LLC under the Existing Right of First Refusal. Any such offer shall be in writing and shall identify the third party making the offer and all the terms and conditions of the offer from the third party. The CRA shall have thirty (30) days from the date that the holder of the Existing Right of First Refusal elects not to exercise its right of first refusal within which to accept the offer by giving written notice of the acceptance to Good Shepherd and, if accepted, the closing shall take 10 place in accordance with the offer. If the CRA does not exercise its rights within such thirty (30) day period, Good Shepherd shall have the right to sell all of its interest in the leasehold interest in Parcel 2 pursuant to the 99 Year Lease in accordance with the original offer from the third party (subject to all of the terms and conditions hereof). In the event the transaction contemplated by the offer does not close and the leasehold interest in Parcel 2 pursuant to the 99 Year Lease is not conveyed then sixty (60) days after the CRA failed to accept same or otherwise fails to close in accordance with the terms of said offer, the right of first refusal shall automatically be reinstated. 13. Representations and Warranties of GRANTEE. In order to induce the CRA to enter into this Agreement, GRANTEE hereby represents and warrants to the CRA that: a. GRANTEE is a not -for -profit corporation duly organized and in good standing under the laws of the State of Florida. GRANTEE has full power - and authority to enter into this Agreement and otherwise perform all obligations of GRANTEE under this Agreement in accordance with its terms, and all corporate action necessary to authorize the execution and fulfillment of this Agreement by GRANTEE as it had been taken. b. This Agreement, when executed and delivered, will be a valid and binding obligation of GRANTEE, enforceable in accordance with its terms. c. GRANTEE is no the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, nor is GRANTEE now the subject of pending, threatened or contemplated bankruptcy proceeding which might affect its ability to develop the New Facility. d. The only affiliates and sister companies of GRANTEE, Good Shepherd, Charity Unlimited, Labre Place, Inc., Emmaus Place, Inc., Charity Unlimited Holding, Inc., Charity Unlimited Leasing, Inc., Charity Unlimited Foundation, Inc., Somerville Residence, Inc., Good Shepherd Villas, Inc., Brother Keily Place, Inc., Brownsville Housing, Inc., Matt Talbot House, Inc., Shepherd's Court Investor, LLC, and Shepherd's Court Development, LLC, Shepherd's Court, and Camillus Health Concern, Inc. e. GRANTEE and Good Brothers shall utilize commercially reasonable efforts to cause the landlord under the 99 Year Lease to consent to Good Brother's demolition of the improvements on Parcel 2 upon Completion of the New Facility, without any obligation to pay landlord for such consent. 14. Conditions Precedent. Prior to the obligation of the CRA to commence funding the Grant to Escrow Agent, GRANTEE shall provide the CRA evidence that the following conditions precedent to the obligation of the CRA to fund the Grant (the "Initial Funding Conditions") have been satisfied: a. Evidence that DCF has approved the Plans and Specifications for the New Facility as required by Section 10 of the Sublease Agreement dated June 10, 11 2008 by and between DCF and GRANTEE, as amended by Amendment Number 1 to Sublease Number 4536-01 dated November 13, 2008 (the "Sublease"). b. Evidence that the Operational Report, as defined in the Sublease, has been approved by DCF or deemed approved by DCF pursuant to the terms of the Sublease and that the Operational Report contemplates the development of the New Facility as well as Building A and evidence that the Operational Report has not been amended. c. Evidence that DCF and Shepherd's Court have executed the non -disturbance agreement contemplated by Section 36 of the Sublease. d. Evidence that DCF has approved the plans and specifications for Building A as required by Section 10 of the Sublease. e. Evidence that the Operational Report required by the Subsublease for the Shepherd's Court Project has been approved by GRANTEE. f. Evidence that the Construction Contract requires the Contractor to implement an Apprenticeship Progratn and contains the liquidated damages contemplated by Section 8 of this Agreement for failure to implement the Apprenticeship Program and that the Contractor has implemented the Apprenticeship Program. g. Evidence that the Construction Contract complies with the provisions of Section 30 of the Lease and the provisions of Section 30 of the Sublease. h. Evidence that the Construction Contract requires the Contractor to implement the Priority Program and contains the liquidated damages contemplated by Section 7 of this Agreement for failure to implement the Priority Program. i. Evidence that the Construction Contract requires the Contractor and its subcontractors to utilize their best efforts to employ not less than 70% of the work force for the New Facility from residents of Miami -Dade County, Florida. J• Evidence that the New Facility has been registered with the U.S. Green Building Council (the "LEED Registration") under the LEED standards for New Construction to achieve LEED certification. k. Certification from the Architect that the Plans and Specifications for the New Facility are consistent with and designed to satisfy the LEED New Construction Rating System criteria to enable the New Facility to achieve LEED certification. 1. Evidence that a building permit has been issued for the New Facility. rn. Evidence that GRANTEE has obtained and accepted a commitment letter from a financial institution to provide approximately Nineteen Million Two Hundred Five Thousand and No/100 Dollars ($19,205,000.00) in bridge financing contemplated by the Project Budget (the "Gap Loan"). In the event any of the foregoing Initial Conditions Precedent to the Grant have not been satisfied or waived by February 28, 2011, then in such event the CRA shall have the option of (i) waiving the applicable conditions and proceeding in accordance with this Agreement; or (ii) extending the time period for complying with the Initial Conditions Precedent from February 28, 2011 until August 30, 2011, or (iii) terminating this Agreement. If the CRA elects to extend the time period to satisfy the Initial Conditions Precedent, the CRA will not be required to deposit the first Two Million and No/100 Dollars ($2,000,000.00) in escrow until the earlier to occur of the satisfaction of the Initial Conditions Precedent or (ii) August 30, 2011. If the time frame for satisfaction of the Initial Conditions Precedent has been extended and all of the Initial Conditions have not been satisfied by August 30, 2011, then the CRA shall have the option of (i) waiving the applicable conditions and proceeding in accordance with this Agreement or (ii) terminating this Agreement in which event this Agreement shall be of no further force and effect. 15. Compliance with Policies and Procedures. GRANTEE understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting guidelines and other requirements set forth in this Agreement. GRANTEE covenants and agrees to comply, and represents and warrants to the CRA that the Grant shall be used in accordance, with all of the requirements, terms and conditions contained in this Agreement. 16. Records and Reports/Audits and Evaluation. a. GRANTEE understands and acknowledges that the CRA must meet certain record keeping and reporting requirements with regard to the Grant. In order to enable the CRA to comply with its record keeping and reporting requirements, GRANTEE agrees to maintain all records as required by the CRA. b. At the CRA's request, and no later than thirty (30) days thereafter, GRANTEE shall deliver to the CRA such written statements relating to the use of the Grant as the CRA may require, consistent with the terms of this Agreement. c. The CRA shall have the right to conduct audits of GRANTEE's records pertaining to the Grant and to visit the New Facility and Existing Facility, in order to conduct its monitoring and evaluation activities. GRANTEE agrees to cooperate with the CRA in the performance of these activities. 17. Non -Discrimination. GRANTEE, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status or handicap in connection with its performance under this Agreement. Furthermore, GRANTEE represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status or handicap be 13 excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 18. Conflict of Interest. GRANTEE has received copies of, and is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by GRANTEE. GRANTEE covenants, represents and warrants that it will comply with all such conflict of interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Dade County Code, Section 2-11.1. 19. Contingency Clause. Funding of the Grant on an annual basis is contingent on Miami -Dade County (the "County") approving that portion of the annual operating budget for the CRA reflecting the Grant. Notwithstanding the foregoing, if the Miami -Dade County Commission passes a resolution in form and substance acceptable to the General Counsel of the CRA which approves this Agreement and specifically provides that no further approvals are required to be obtained from the County to authorize the funding of the full amount of the Grant over the term of this Agreement, then in such event this contingency shall be of no further force and effect. 20. Certifications Relating to the Grant. GRANTEE certifies that: a. All expenditures of the Grant will be made in accordance with the provisions of this Agreement. b. The expenditures of the Grant will be properly documented and such documentation will be maintained on file. c. Periodic progress reports will be provided to the CRA as requested. d. No expenditure of Grant funds shall be used for political activities. e. GRANTEE will be liable to the CRA for the amount of the Grant expended in a mariner inconsistent with this Agreement. 21. Marketing. a. GRANTEE shall prominently display signage acknowledging the CRA's contribution to the New Facility at the New Facility for a period of two (2) years after Completion. b. GRANTEE shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the New Facility, in all forms of media and communications created by GRANTEE for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose, including but not limited to stationary, newspapers, 14 periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or interne advertisements or interviews. c. The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. d. GRANTEE further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in GRANTEE's use of the CRA's name and logo, confers or may be construed as conferring GRANTEE any right, title, or interest whatsoever in the CRA's name and logo beyond the right granted in this Agreement. 22. Default. If GRANTEE fails to comply with any terrn or condition of this Agreement, or fails to perform any of its obligations hereunder which is not cured within thirty (30) days of written notice, then GRANTEE shall be in default. Upon the occun-ence of a default hereunder the CRA, in addition to all remedies available to them by law, may immediately, upon written notice to GRANTEE, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to GRANTEE while GRANTEE was in default shall be immediately returned to the CRA. GRANTEE understands and agrees that termination of this Agreement under this section shall not release GRANTEE from any obligation accruing prior to the effective date of termination. 23. Liability of the CRA. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the CRA shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 24. Specific Performance. In the event of breach of this Agreement by the CRA, the GRANTEE may only seek specific performance of this Agreement and any recovery shall be limited to the grant funding authorized for the New Facility pursuant to this Agreement. In no event shall the CRA be liable to GRANTEE for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 25. Indemnification of the CRA. GRANTEE shall protect, defend, indemnify and hold harmless the CRA and its agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in connection with loss of life, personal injury or damage to property or arising out of this Agreement, except to the extent such loss, injury or damage was caused by the gross negligence or willful misconduct of the CRA or its agents. 26. Disputes. In the event of a dispute between the Executive Director and GRANTEE as to the terms and conditions of this Agreement, the Executive Director and GRANTEE shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the Board for resolution within ninety (90) days of the expiration of such thirty (30) 15 day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 27. Interpretation. a. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. Entire Agreement. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly sets forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and GRANTEE relating to this Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific items) is deemed to refer to examples rather than to be words of limitation. e. Construction. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. Covenants. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or snaking the same, not dependent on any other provision of this Agreement unless expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the -term of this Agreement unless otherwise expressly set forth herein. e. Conflicting Terms. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. Waiver. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 16 g. Severability. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. No Third -Party Beneficiary Rights. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 28. Amendments. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 29. Ownership of Documents. GRANTEE agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any documents which is given by the CRA to GRANTEE pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by GRANTEE for any other purposes whatsoever, without the written consent of the CRA. 30. Award of Agreement. GRANTEE warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 31. Non-Delegability. The obligations of GRANTEE under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in their sole discretion. 32. Construction of Agreement. This Agreement shall be construed and enforced in accordance with Florida law. 33. Notice. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. To CRA: Southeast Overtown/Park West Community Redevelopment Agency 49 NW 5th Street, Suite 100 Miami, Florida 33128 Attn: James H. Villacorta 17 Executive Director To GRANTEE: Camillus House, Inc. 336NW 5th Street Miami, Florida 33128-1616 Attn: Dr, Paul R. Ahr President and CEO 34. Independent Contractor. GRANTEE, its contractors, subcontractors, employees and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 35. Authority. GRANTEE certifies that GRANTEE the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of GRANTEE's governing body, authorizing the execution of this Agreement, and identifying the official representatives of GRANTEE to act in connection herewith and to provide such additional information as may be required by the CRA. IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the CRA and GRANTEE have executed this Agreement. [SIGNATURES FOLLOW ON THE NEXT PAGE] 18 WITNESSES: GRANTEE: By: �M M� Print: a a f CAMILLUS HOUSE, INC., a Florida not -for - profit corporation By: y� irk), By: Name: ?at)) I `pa) Title: Vf es ; - a.,CT 0 Print: C- t`rl.etA C 9.,n ATTEST: By: Priscilla a. Thompson Cleric of the Board APPROVED AS TO FORM AND CORRECTNESS By: William R. Bloom, Esq. Special Counsel CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: James H. Villacorta Executive Director 19 JOINDER Charity Unlimited, Good Shepherd, Camillus Health, Labre Place, Inc., Emmaus Place, Inc., Charity Unlimited Holding, Inc., Charity Unlimited Leasing, Inc., Charity Unlimited Foundation, Inc., Somerville Residence, Inc., Good Shepherd Villas, Inc., Brother Keily Place, Inc., Brownsville Housing, Inc., Matt Talbot House, Inc., Shepherd's Court Investor, LLC and Shepherd's Court Development, LLC, join in the execution of this Agreement for the purpose of being bound by the provisions of the Sections 5 and 6 of this Agreement. CHARITY UNLIMITED OF FLORIDA, INC., a not -for -profit Florida corporation By: Name: _" 5M4OZJ //d 6 4 Title: //.P6 ,I2 3/' >" BROTHERS OF THE GOOD SHEPHERD OF FLORIDA, INC., a not -for -profit Florida corporation By: Name: Title: CAMILLUS HEALTH CONCERN, INC., a not -for -profit Florida corporation By: LABRE PLACE, INC., a a not -for -profit Florida corporation By: Name: sO./ChMe - /Z 779L>9 Title: iJi,e c- , 20 EMMAUS PLACE, INC., a not -for -profit Florida corporation By: Name: Title: CHARITY UNLIMITED HOLDING, INC., a not -for - profit Florida corporation By: Name: Title: CHARITY UNLIMITED LEASING, INC., a not -for -profit Florida corporation By: Name: Title: CHARITY UNLIMITED FOUNDATION, INC:, a not -for - profit Florida corporation By: Name: Title: SOMERVILLE RESIDENCE, INC., a not -for -profit Florida corporation By: Name: Title: GOOD SHEPHERD VILLAS, INC., a not -for -profit Florida corporation By: Name: 21 Title: BROTHER KEILY PLACE, INC., a not -for -profit Florida corporation By: Name: Title: BROWNSVILLE HOUSING, INC., a not -for -profit Florida corporation By: Name: Title: MATT TALBOT HOUSE, INC., a not -for -profit Florida corporation By: Name: Title: SHEPHERD'S COURT INVESTOR, LLC, a Florida limited liability company f� a PhD Name: �q J f 2 . /j 4 r� Ph{J Title: f cs i de, '�" cana CQ By: SHEPHERD'S COURT DEVELOPMENT, LLC, a Florida limited liability company By: Name: Title: 010) R. rn r/ A� 0 Pies;4 G+ o c - Ced 22 EXHIBIT "A" Legal — Existing Facility Parcel 1 Lots 1, 2 and 3 Block 43 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, Less the North 10 feet and the East 10 feet of Lot 1 for right of way. Parcel 2 Leasehold Interest in Lots 19, and 20 Block 43, 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 pursuant to that certain lease recorded May 18, 1945 in Deed Book 2513 at Page 398 of the Public Records of Miami -Dade County, Florida. 23 EXHIBIT uB'r Legal — New Facility 24 EXHZBI'P "A" DOT SOUTH 1'ARCF.L Lots 13 through 19, Block 3; Lots I2 through 1 R, Block 4; the 15 foot wide alleys lying west ofand adjacent to said blocks 3 and 4, and portions of N.W. 16th Street and N.W. 6th Place, all according to the plat of ROBERTS AND .GR.ENTNER ADDITION as recorded in plat book 10, page 56 of the public records of Miami -Dade County, Florida, and being more particularly described as follows: Commence at the N.W. comer of Section 36, Township 53 South,'Range 41 Fast; thence N37°45'00"13 along North line of the Northwest one -quarter (NW 114 ) of said Section 36 a distance of 35.01 feet; thence S01'03'559E along the Westerly lines of Blocks 5, 6, 7, and 8 of said plat and the Northerly and Southerly prolongations thereof, a distance of 1366.63 feet to a point; thence N.87°33'46"E a distance of 100.00 feet to the:Northeast corner of lot 11, said block 4 and the POINT OF BEGINNING of the parcel of land hereinafter described. Thence continue N87°38'46"I3 along.the Northerly lines of lots 12 and 13,131ock 4 and the Easterly and Westerly prolongations thereof a distance of 115.00 feet to the point of intersection with the Northerly prolongation of the Easterly line of said lot 13; thence S73°29'20"E a distance of 46.11 feet to the point of the intersection with the Northerly prolongation of the Westerly line of lot 32, Block 10 said Roberts and Grentncr Addition; thence S01 °03'55"E along the Westerly line of said 13lock 10 grid the Northerly Prolongation thereof a distance of 481.54 feet to the Southwest corner of Lot 22, said block 10; thence S16°38'20"W a distance of 143.00 feet to the point of intersection of the Southerly prolongation of the East line of said block 3 with the Easterly prolongation of South lino of said block 3; thence S37°36'00"W along the South line of said block 3 and its Easterly and Westerly prolongations a distance of 115.00 feet; thence NO1°03'55"W along the Westerly line of said 15 foot wide alley and across N.W. 16th Street a distance of 632.66 feet to the Point of Beginning, Said lands being in the City of Miami, Miami -Dade County, Florida. Bearings shown hereon are based on an assumed bearing of N37°45'OO"E along the centerline of N.W. 20th Street as shovm as shown on said plat. 11ShIAPPROVED BY DATE Camillus ltoilsdDOT Scull' Puccl Miami .O do County, Rorida Page 4 of 4 Amendment Number 1 to Sublease No. 4536-01 it/c 2/0H/07 EXHIBIT "A" LEGAL DESCRIPTION OF THE SUBSUBLEASED PREMISES GLASS BUILDING Tracts "A" and "B", Florida Glass and Mirror Subdivision, according to the Plat thereof as recorded in Plat Book 79 at Page 25 of the Public Records of Miami -Dade County, Florida. Subject to an easement to the State of Florida Department of Transportation for the West 5,0 feet thereof. BSM APPROVED sK. DATE s°45 - 23 - EXHIBIT "C" Site Plan 25 • ,Overnight SFietter,, ::ajirect:Care Mnlstries -,.' Aiiministratiarl lnstituts oi;Hoinetess Studies Career°Center 1-nlj,. Oro- ' x� � � c�,ix - x ram • s rr as —...1-3'" ry r� ��""m .r �' r0 <� ;1: ?-�rx�?e i, ., i-. ,',.w._._ r... s.,., .-' u'" r , mwm �x 7 '� Yyr cr r. s- L aw PH ASE. 1 PHASE 1.A PHASE 2 V4.)I f HI.l3t. .\I A3th?I IPA I:1NI- RS. 17 FLOORS 72,000 SF J .“ 5 FLOORS 133,956 SF �8 Ta FLOORS 27,817 SF Orli 3 FLOORS 30,395 SF 07,4 FLOORS 37,566 SF . iHri 1 FLOORS 2,073 SF [ :8 FLOORS 70,755 SF NEW CAMLLUS HOUSE CEN R as�LP 5 iGL se EXHIBIT "D" Miami -Dade County, Florida Median Income Calculations 26 Pub'lid Housing Agency Income Lirriits Following are -the inpornalimits;bylamy find4EirriissioriLincorria targaling reqijirernen/5 for the Public Flouting, alier Mociefi410 ligi*iiitAtiON11:00t4t* 1.notirriA L.,44:10.zforS'FIS,ct Year 20001.,at(ecliv.0 849/2008). rdniTik. -an: :OrMedial: 5:0% of isiledfan 18.0%. alyt.boion I $1:05:a mom i to7;750: 2 8 S18';20=0 _ V.OAD: • $4050-0: 4 I-20,200 . S.3%70-0- • $'8M00:. - 5 it2li.80a 33$400- $5.8':2.00: 6_ : $2ai-450- -_ V5V100 Immo. - 7 S25)050 $400 _ t86;135.6 8 %s26;.65o 3-44-i5Q0 :$71,150 The area median income for Mianii-Dade County is; $50,8.00. EXHIBIT " E" Sources and Uses 27 New Camillus House Campus SOURCES _ ,,,,, '.'pia - ._ w • _ is k „ix... ��Sf Zvi f�- � .,,,. , yn ti ' "- - 'fiu-' r ." 4 {� ,0 9 t ? '4 ya '1',.. F Y"�„{} --7�x i , ,` 4 �� Miami -Dade County GOB $ 2,500,000 $ 2,500,000 Partial funds now available CDBG 611,000 - 611,000 Expended CDBG 336,000 336,000 Awarded; executing contract Surtax 1,600,000 1,600,000 Need to close on loan Surtax 400,000 400,000 Pending reallocation City of Miami CRA 10,000,000 10,000,000 Federal HRSA 1,126,000 712,000 1,838,000 $212k balance on contract 1; $500k awarded 2nd contract New Market Tax Credits 5,600,000 5,600,000 Estimated Private Sale 726 NE 1st Ave 3,500,000 3,500,000 Reflects current market conditions Shepherd's payment 3,754,000 3,754,000 Contract for parking spaces, shared costs Capital Campaign 4,288,140 4,M0�1�4,923 8,303,063 .c-- F7.` }}f' C d, ?..i �?k,�-F,'.,'.. a' . ) ;. �• ma ° q.. x' �* : - , Air. Yis�lx�st n Iljj tic pliyi��t� .. -i, Y {€ fA i ti-[ayaro r i;� Capital Campaign Gap - - 1,079,437 11,258,479 1 1,079,437 11,258,479 NO public funds will be used to pay for Building H (chapel) raMftWERE a. in` 1 3y lire ': Mireinte. Ft, � `ii.;si?![:s Capital Campaign Gap 5,409,798 - 5,127,202 3,500,000 10,537,000 3,500,000 SHEPHERD'S COURT Spent as of 03/2010 Balance TOTAL Notes Florida Housing Finance Corp (Payment to NCHC) 703,357 21,681,503 (3,754,000) 22,384,860 (3,754,000) Detailed sources and uses attached Reflected in NCHC Phase 1 sources Total Shepherd's Court $ 703,357 $ 17,927,503 $ 18,630,860 TOTAL $83,447,839 Spent as 03/2010 Balance TOTAL Total capital campaign = $ 9,697,938 $ 10,221,562 $ 19,919,500 Total gap = $ 14,758,479 $ 24,758,479 Cash collected as of 03/2010, plus outstanding pledges (discounted) Printed on: 4/5/2010 Page 1 of 2 New Camillus House Campus Construction- GC contract Contingency @ 5% Landscaping Low Voltage 5ignage by owner Solar panels- PV Solar panels- water Green roof Owner Construction trailer FFE Loan interest & fees NMTC Fees Legal Architecture & Engineering LEED commissioning Land acquisition Land remediation Engineering/Pre-Con/Environ Geotechnical, Surveys Other mlsc Printing Permits, Impact Fees, Utilities Consulting Owners inspections Insurance - Builders Risk Moving expense Soft cost contingency fi, pt;it Refinancing line of credit Admin/Development/0 perating Operating Contingency Shepherd's Court 960,138 2,225,124 123,755 1,340,556 497,060 116,246 217,731 112,723 27,020 301,738 80,549 5,409,798 Spent as 03/2010 USES 22,673,421 1,059,200 175,000 400,000 40,000 202,500 175,000 25,000 2,320,000 1,942,000 1,993,000 139,862 377,433 105,245 113,262 250,000 100,000 125,000 200,000 1,000,000 4,127,202 3,500,000 Remaining 1,000,000 9,537,000 3,500,000 Total Shepherd's Court 703,357 17,927,503 Parking costs Inc. In Phase 1 uses 18,630,860 TOTAL SHEPHERD'S COURT GRAND TOTAL 18,630,860 83,447,839 Printed on: 4/5/2010 Page 2 of 2 EXHIBIT "F" Restrictive Covenant THIS INSTRUMENT PREPARED BY: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 Space above This Line For Recording Data RESTRICTIVE COVENANT THIS COVENANT, made this 13th day of May, 2010, by and between CAMILLUS HOUSE, INC., a not -for -profit Florida corporation ("Camillus House"), CHARITY UNLIMITED OF FLORIDA, INC., a not -for -profit Florida corporation ("Charity Unlimited"), SHEPHERD'S COURT, LLC, a Florida limited liability company ("Shepherd's Court "), GOOD SHEPHERD OF FLORIDA, INC., a not -for -profit Florida corporation ("Good Shepherd"), CAMILLUS HEALTH CONCERN, INC., a not -for -profit Florida corporation ("Camillus Health"), LABRE PLACE, INC., a not -for -profit Florida corporation ("Labre") EMMAUS PLACE, INC., a not -for -profit Florida corporation ("Emmaus"), CHARITY UNLIMITED HOLDING, INC., a not -for -profit Florida corporation ("Holding"), CHARITY UNLIMITED LEASING, INC., a not -for -profit Florida corporation ("Leasing"), CHARITY UNLIMITED FOUNDATION, INC., a not -for -profit Florida corporation ("Foundation"), SOMERVILLE RESIDENCE, INC., a not -for -profit Florida corporation ("Somerville") GOOD SHEPHERD VILLAS, INC., a not -for -profit Florida corporation ("Villas"), BROTHER KEILY PLACE, 28 INC., a not -for -profit Florida corporation ("Keily"), BROWNSVILLE HOUSING, INC., a not - for -profit Florida corporation ("Housing"), MATT TALBOT HOUSE, INC., a not -for -profit Florida corporation ("Talbot"), SHEPHERD'S COURT INVESTOR, LLC, a Florida limited liability company ("Investor") and SHEPHERD'S COURT DEVELOPMENT, LLC, a Florida limited liability company ("Development"); together with Camillus House, Charity Unlimited, Shepherd's Court, Good Shepherd, Camillus Health, Labre, Leasing, Emmaus, Holdings, Foundation, Somerville, Housing, Villas, Keily, Talbot, Investors, are collectively referred to as the "Camillus Family") 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 and Camillus House have entered into that certain Grant Agreement dated as of May , 2010 (the "Grant Agreement"). The Camillus Family joined in the execution of the Grant Agreement for, among other things, to agree to be bound by the terms of this Covenant. B. Pursuant to the terms of the Grant Agreement, Camillus House, Charity Unlimited and Good Brother have agreed that the homeless shelter and food distribution facility currently operated by Camillus House at 726 NE 1st Avenue, Miami, Florida which is more particularly described on Exhibit "A attached hereto and made hereof (the "Existing Facility") will be permanently closed the improvements located on Parcel 1 as identified on Exhibit A will be demolished within one hundred twenty (120) days after the issuance of certificates of occupancy for the New Facility as said terms are defined in the Grant Agreement and the improvements located on Parcel 2 as identified on Exhibit A will be demolished within one hundred twenty 29 (120) days after the issuance of certificates of occupancy for the New Facility if the landlord under the 99 Year Lease, as defined in the Grant Agreement, consents to such demolition. Further Camillus House, Charity Unlimited and Good Shepherd have agreed that the Existing Facility and the real property on which the Existing Facility is located shall not be utilized as a homeless shelter or food distribution center commencing ninety (90) days after the issuance of certificates of occupancy for the New Facility. C. To induce the CRA to enter into the Grant Agreement, the Camillus Family has agreed not to operate or participate, directly or indirectly, in the operation of any homeless shelter or food distribution facilities in the redevelopment area shown on Exhibit 'B" attached hereto and made a part hereof (the "Redevelopment Area") other than the New Facility and Phase 2 of the New Facility, as defined in the Grant Agreement once the New Facility is completed. 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 Camillus Family hereby agree as follows: RECITALS 1. Recitals. The Recitals to this Covenant are true and correct and are hereby incorporated by reference and made a part hereof. EXISTING FACILITY 2. Discontinuance of Use of Existing Facility as homeless shelter. Camillus House, Charity Unlimited and Good Shepherd covenant and agree that commencing ninety (90) clays after the issuance of certificates of occupancy for the New Facility, the Existing Facility and Parcel 1 and Parcel 2 shall not be utilized as a homeless shelter and/or food distribution center. 30 Further, Charity Unlimited covenants and agrees to demolish the improvements located on Parcel 1 within one hundred twenty (120) days of the issuance of the certificates of occupancy for the New Facility, and Good Shepherd covenants and agrees to demolish the improvements located on Parcel 2 within one hundred twenty (120) days of the issuance of certificates of occupancy for the New Facility provided the landlord under the 99 Year Lease consents to such demolition . OPERATION OF HOMELESS SHELTERS AND FOOD DISTRIBUTION 3. Homeless Shelters and Food Distribution Services. The Camillus Family covenants and agrees that from and afterthe date hereof, other than the operation of the Existing Facility (until it is closed as provided in Section 2.1 above) and the operation of the New Facility and Phase H as defined in the Grant Agreement, that the Camillus Family, or any of them, and no entity owned or controlled, directly or indirectly, by any of them, will operate or participate, directly or indirectly, in the operation of any homeless shelter and/or food distribution service or facility in the Redevelopment Area. VIOLATION OF COVENANT 4. Breach. Upon the occurrence of a breach of this Covenant by the Camillus Family, or any of them, 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, including, without limitation, injunctive relief. 31 MISCELLANEOUS PROVISIONS 5. Notice. Any notice required or permitted to be given under this Covenant shall be in writing and 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 the Camillus Family: 336 NW 5th Street Miami, Florida 33128-1616 Attention: Dr. Paul R. Ahr, President and CEO 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: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 With a copy to: Santiago D. Echemendia, P.A. Tew Cardenas LLP, 1441 Brickell Avenue 15th Floor Miami, FL 33131 32 6. 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, 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 CAMILLUS FAMILY TO ENTER INTO THIS COVENANT. 7. 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 Existing Facility and the real property on which it is located until terminated in accordance with Section 5.9. 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 includeand apply to, wherever applicable, also the successors and assigns of each party. 8. 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 33 attorney to the prevailing party (including any fees and costs associated with collecting such amounts). 9. 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 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. 10. 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. 11. 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. 12. 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. 13. Termination of the Covenant. This Covenant shall be of no further force and effect from and after April 1, 2030. 34 14. 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. 15. 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. 16. 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] 35 IN WITNES S WHEREOF, the Camillus Family and the CRA have executed this Covenant as of Effective Date, Signed in the presence of: CAMILLUS FAMILY: Camillus House, Inc., a not -for -profit Florida Printed Name: corporation Printed Name: By: Name: Title: Charity Unlimited of Florida, Inc., a not -for - Printed Name: profit Florida corporation Printed Name: By: Name: Title: Good Shepherd of Florida, Inc., Printed Name: a not -for -profit Florida corporation Printed Name: By: Name: Title: Camillus Health Concern, Inc., a not -for -profit Printed Name: corporation Printed Name: By: Name: Title: Labre Place, Inc., a not -for -profit Florida Printed Narne: corporation Printed Narne: By: Name: Title: 36 Emmaus Place, Inc., a not -for -profit Florida Printed Name: corporation Printed Name: By: Name: Title: Charity Unlimited Holding,.Inc., a not -for - Printed Name: profit Florida corporation Printed Name: By: Name: Title: Charity Unlimited Leasing, Inc., a not -for - Printed Name: profit Florida corporation Printed Name: By: Name: Title: Charity Unlimited Foundation, Inc., a not -for - Printed Name: profit Florida corporation Printed Name: By: Name: Title: Somerville Residence, Inc., a not -for -profit Printed Name: Florida corporation Printed Name: By: Name: Title: Good Shepherd Villas, Inc., a not -for -profit Printed Name: Florida corporation By: 37 Printed Name: Name: Title: Brother Keily Place, Inc., a not -for -profit Printed Name: Florida corporation Printed Name: By: Name: Title: Brownsville Housing, Inc., a not -for -profit Printed Name: Florida corporation Printed Name: By: Name: Title: Matt Talbot House, Inc., a not -for -profit Printed Name: Florida corporation Printed Name: By: Name: Title: Shepherd's Court Investor, LLC, a Florida Printed Name: limited liability company Printed Name: By: Name: Title: Shepherd's Court Development, LLC, a Florida Printed Name: limited liability company Printed Name: By: Name: Title: 38 Printed Name: ATTEST: Priscilla A. Thompson Clerk of the Board APPROVED AS TO LEGAL SUFFICIENCY: William R. Bloom, Special Counsel CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Name: James H. Villacorta Title: Executive Director [ACKNOWLEDGEMENTS CONTINUE] 39 STATE OF FLORIDA COUNTY OF ) ) ) The foregoing instrument was acknowledged before me this , as of Camillus House, Inc., corporation on behalf of the corporation, who is personally known as identification. STATE OF FLORIDA COUNTY OF ) ) ) day of , 2010, by a not -for -profit Florida to me, or has produced Notary Public Type, Print or Stamp Name My Commission Expires: The foregoing instrument was acknowledged before me this day of , 2010, by , as of Charity Unlimited of Florida, Inc., a not -for -profit Florida corporation on behalf of the corporation, who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Conunission Expires: 40 STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Good Shepherd of Florida, Inc., a not -for -profit Florida corporation on behalf of the corporation, who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Camillus Health Concern, Inc., a not -for -profit Florida corporation on behalf of the corporation, who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 41 STATE OF FLORIDA COUNTY OF ) ) ) The foregoing instrument was acknowledged before me this , as of Labre Place, Inc., corporation on behalf of the corporation who is personally known as identification. STATE OF FLORIDA COUNTY OF ) ) ) day of , 2010, by a not -for -profit Florida to me, or has produced Notary Public Type, Print or Stamp Name My Commission Expires: The foregoing instrument was acknowledged before me this day of , 2010, by , as of Emmaus Place, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 42 STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Charity Unlimited Holding, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Charity Unlimited Leasing, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 43 STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Charity Unlimited Foundation, Inc., a not -for - profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification, Notary Public Type, Print or Stamp Name My Commission Expires: STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Somerville Residence, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 44 STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Good Shepherd Villas, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Brother Kelly Place, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 45 STATE OF FLORIDA COUNTY OF ) ) ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Brownsville Housing, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. STATE OF FLORIDA COUNTY OF The foregoing instrument was , as ) ) ) Notary Public Type, Print or Stamp Name My Commission Expires: acknowledged before me this day of , 2010, by of Matt Talbot House, Inc., a not -for -profit Florida corporation on behalf of the corporation who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 46 STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by , as of Shepherd's Court Investor, LLC, a Florida limited liability company on behalf of the limited liability company who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this clay of , 2010, by , as of Shepherd's Court Development, LLC, a Florida limited liability company on behalf of the limited liability company who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 47 STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2010, by James H. Villacorta, as Executive Director of Southeast Overtown/Park West community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, on behalf of the Agency, who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: 48 EXHIBIT "A" Legal — Existing Facility Parcel 1 Lots 1, 2 and 3 Block 43 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, Less the North 10 feet and the East 10 feet of Lot 1 for right of way. Parcel 2 Leasehold Interest in Lots 19, and 20 Block 43, 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 pursuant to that certain lease recorded May 18, 1945 in Deed Book 2513 at Page 398 of the Public Records of Miami -Dade County, Florida. 49 NW 21111 SI i-ti) MOHO 0 A •an Mi 1 EXHIBIT "B".. Redevelopment Area 14#1111111T my Amor A5,40 t- .1 dor,y thY aR1161 I: . %N T- w.; OvstliyelomilltegfprfORMISVIIMPopanall:ipmeo•Ame AlltdOMASIV006 "Ft•PlaillIfXRA 0 -% i, . ._ , • -. Wei Itif Lir trAf \ ',, NW 4 I tl NL li18 Ma OHO 4fg 1St ET egv Ho. 'TEN 7,-Ii*Iti171 JIM in SIND vg • 11" V 4.• EXHIBIT "G" Priority Program The Contractor and its subcontractors shall be required to utilize their best efforts to hire 70% of the work force for construction of the New Facility from residents of Miami -Dade County, Florida. The Contractor and its subcontractors shall be required to utilize best efforts to hire 70% of the new hires for construction of the New Facility from residents of Miami -Dade County. If job candidates meet the minimum criteria for the job, job candidates meeting the minimum criteria shall be given priority over more qualified job candidates in accordance with the following order of priority: 1. First priority shall be given to job candidates meeting the minimum criteria who are Low Income Residents living within a five (5) mile radius of the New Facility. 2. Second priority shall be given to job candidates meeting the minimum criteria who reside within a five (5) mile radius of the New Facility. 3. Third priority shall be given to job candidates meeting -the minimum criteria who reside in the City of Miami. 4. Fourth priority shall be given to job candidates meeting the minimum criteria who reside in Miami -Dade County. 5. Fifth priority shall be given to job candidates meeting the minimum criteria. For example, if there are two candidates meeting the minimum criteria for a job, one who is a Low Income Resident living within a five (5) mile radius of the New Facility and a second candidate, who is much more qualified, who lives in Miami -Dade County, the Contractor or subcontractor shall be required to hire the Low Income Resident living within a five (5) mile radius of the New Facility even though the other candidate is more qualified since both candidates meet the minimum criteria and one is to be given priority. GRANTEE shall require the Contractor and its subcontractors to implement the Priority Program. GRANTEE shall impose liquidated damages of $1,000.00 per occurrence should the Contractor not comply with the Priority Program and achieve the 70% goal with maximum liquidated damages of $125,000.00. GRANTEE shall contribute all such liquidated damages actually paid to GRANTEE to the CRA to be utilized for job creation activities. Failure of the Contractor and its subcontractors to comply with the Priority Program shall not constitute a default under this Agreement. 50 EXHIBIT "H" Apprenticeship Program The Contractor and its subcontractors shall implement training programs, giving priority in accordance with the Priority Program for new hires. The Contractor and its subcontractors shall work with Access Miami and Miami Work Collaborative for training in addition to hands-on training to be provided by the Contractor and its subcontractors. If the Contractor and its subcontractors fail to implement meaningful training programs to assist in achieving the employment goals of this Agreement, as determined by the Executive Director, the Contractor shall be required to pay liquidated damages in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00) to GRANTEE and the Grant shall be reduced by Twenty Five Thousand and No/100 Dollars ($25,000.00). 51 EXHIBIT "I" Community Outreach Program GRANTEE and its Contractor and subcontractors shall hold a minimum of two (2) job fairs at the Culmer/Overtown Community Center or another location in the Redevelopment Area. Job Fair event flyers will be placed for distribution at the NET Office in Overtown and Allapatah and in the Cut er/Overtown Community Center and distributed at other locations as recommended by The Miami Works Collaborative. 52 EXHIBIT "J" Permanent Employee Outreach Pro ram GRANTEE shall hold a minimum of two (2) job fairs at the Culmer/Overtown Community Center or another location in the Redevelopment Area prior to the completion of the New Facility. Job Fair event flyers will be placed for distribution at the NET Office in Overtown and Allapatah and in the Culmer/Overtown Community Center and at the Existing Facility. 53 # 9462817_v3 EXHIBIT "K" Purchase and Sale Contract 54 THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR "As Is" Contract For Sale And Purchase "As As Is" r FLORIDA ASSOCIATION OF REALTORS@ AND THE FLORIDA BAR PARTIES: $e11er parties identified on Attachment "A" and Southeast Overtown/Park West Community Redevelopment Agency hereby agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property "Property") pursuant to the terms and conditions of this Contract for Sale and Purchase and any riders and addenda ("Contract"); I. DESCRIPTION: (a) Legal description of the Rea) Property located in Miami —Dade County, Florida: See Exhibit "A" attached hereto (b) Street address, city, zip, of the Property: (c) Personal Property includes existing range(s), refrigerator(s), dishwasher(s), ceiling fan(s), light fixture(s), and window treatment(s) 1 unless specifically excluded below. 2* Other items included are: None 5* 4* 5* Items of Personal Property (and leased items, if any) excluded are: All persona). property is 5* excluded 7* II, PURCHASE PRICE (U.S. currency)' 8 PAYMENT: 9* (a) Deposit held in escrow by Holland and Knight LLP $ See Addendum 0 ("Escrow Agent") in the amount of (checks subject to clearance) 1 * Escrow Agent's address: 2* Phone: 3* 4 5* 7 8* 9 III. 0 domif„ —Unless otherwise stated, the time for acceptance of any counteroffers shall be�2 days from the date the counteroffer Is delivered. (b) The date of Contract ("Effective Date") will be the date when the last one of the Buyer and Seller has signed or initialed this offer or the 4 final counteroffer. If such date is not otherwise set forth in this Contract, then the "Effective Date" shall be the date determined above for 5 acceptance of this offer or, if applicable, the final counteroffer. 6 IV. FINANCING: 7* © (a) This is a cash transaction with no contingencies for financing; 8* ri (b) This Contract is contingent on Buyer obtaining written loan commitment which confirms underwriting loan approval for a loan to 9* purchase the Property ("Loan Approval") within days (if blank, then 30 days) after Effective Date ("Loan Approval Date") for 0* (CHECK ONLY ONE): ri a fixed; n an adjustable; or ri a fixed or adjustable rate loan, in the Loan Amount (See Paragraph I* 1I.(c)) at an initial interest rate not to exceed %, and for a term of years. Buyer will make 2* application within days (if blank, then 5 days) after Effective Date. 3 BUYER: Buyer shall use reasonable diligence to: obtain Loan Approval; notify Seller in writing of receipt of Loan Approval by Loan .4 Approval Date; satisfy terms of the Loan Approval; and close the loan. Loan Approval which requires a condition related to the sale of 5 other property shall not be deemed Loan Approval for purposes of this subparagraph. Buyer shall pay all loan expenses. Buyer authorizes .6 the mortgage broker(s) and lender(s) to disclose information regarding the conditions, status, and progress of loan application and Loan .7 Approval to Seller, Seller's attorney, real estate licensee(s), and Closing Agent. .8 SELLER If Buyer does not deliver to Seller written notice of Loan Approval by Loan Approval Date, Seller may thereafter cancel this .9 Contract by delivering written notice ("Seller's Cancellation Notice") to Buyer, but not later than seven (7) days prior to Closing. Seller's :0 Cancellation Notice shall notify Buyer that Buyer has three (3) days to deliver to Seller written notice waiving this Financing i contingency, or the Contract shall be cancelled. _ :2 DEPOSIT(S) (for purposes of this Financing Paragraph 1V(b) only): If Buyer has used reasonable diligence but does not obtain Loan ;3 Approval by Loan Approval Date, and thereafter either party elects to cancel this Contract, the deposit(s) shall be returned to Buyer, If ;4 Buyer obtains Loan Approval or waives this Financing contingency, and thereafter the Contract does not close, then the deposit(s) shall ;5 be paid to Seller; provided however, if the failure to close is due to: (i) Seller's failure or refusal to close or Seller otherwise fails to meet ;6 the terms of the Contract, or (ii) Buyer's lender fails to receive and approve an appraisal of the Property in an amount sufficient to meet ;7 the terms of the Loan Approval, then the deposit(s) shall be returned to Buyer. ;B* ❑ (c) Assumption of existing mortgage (see rider for terms); or ;9* ❑ (d) Purchase money note and mortgage to Seller (see "As Is" Standards B and K and riders; addenda; or special clauses for terms). i0* V. TITLE EVIDENCE: At least days (if blank, then 5 days) before Closing a title insurance commitment with legible copies of it instruments listed as exceptions attached thereto ("Title Commitment") and, after Closing, an owner's policy of title insurance (see Standard A ' for terms) shall be obtained by: (CHECK ONLY ONE): ❑ (1) Seller, at Seller's expense and delivered to Buyer or Buyer's attorney; or I -I (2) Buyer at Buyer's expense. i5* (CHECK HERE): ri Han abstract of title is to be furnished instead of title insurance, and attach rider for terms. 16* VI, CLOSING DATE: This transaction shall be closed and the closing documents delivered on s ee addendum i7 ("Closing"), unless modified by other provisions of this Contract. In the event of extreme weather or other conditions or events constituting i8 "force majeure", Closing will be extended a reasonable time until: (i) restoration of utilities and other services essential to Closing, and (ii) i9* availability of Hazard, Wind, Flood, or Homeowners' insurance. If such conditions continue more than days (if blank, then 14 days) /0 beyond Closing Date, then either party may cancel this Contract. FARIRAR ASIS-2x Rev.2/08 0 2008 Florida Association of Realtors® and The Florida Bar All Rights Reserved Page 1 of 5 FLSSI SUM.= eEnnceewc ("Seller"), ("Buyer"), (collectively days after Effective $ SPe Adrtplir1 im $ (b) Additional escrow deposit to be made to Escrow Agent within Date in the amount of (c) Financing in the amount of ("Loan Amount") see Paragraph IV below (d) Other: (e) Balance to close by cash, wire transfer or LOCALLY DRAWN cashier's check(s), subject to adjustments or prorations TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS; EFFECTIVE DATE: or official bank VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Seller shall convey marketable title subject to: comprehensive land use plans) zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or :herwise common to the subdivision; outstanding oil, gas and mineral rights of record without right of entry; unplatted public utility easements of record (located contiguous to real property lines and not more than 10 feet in width as to the rear or front lines and 7 1/2 feet in width as to the side lines); taxes for year of Closing and subsequent years; and assumed mortgages and purchase money mortgages, if any (if additional items, see addendum); provided, that none prevent use of' the Property for * commercial purpose(s). VIII. OCCUPANCY: Seller shall deliver occupancy of Property to Buyer at time of Closing unless otherwise stated herein. If Property is intended to be rented or occupied beyond Closing, the fact and terms thereof and the tenant(s) or occupants shall be disclosed pursuant to "AS IS" Standard F. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to Property from date of occupancy, shall be responsible and liable for maintenance from that date, and shall be deemed to have accepted Property in its existing condition as of time of taking occupancy. IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all printed provisions of this Contract in conflict with them. * X. ASSIGNABILITY: (CHECK ONLY ONE): Buyer n may assign and thereby be released from any further liability under this * Contract; n may assign but not be released from liability under this Contract; or 0 may not assign this Contract. XL DISCLOSURES: Condominium or Homeowners' Association). Such installments, as of Closing, shall be If the amount lien(s), if .an ra r re•, pen.ing, or payable%iri er at closing ❑ by Buyer (If left blank, then Seller at Closing). be paid by Seller has not been finally determined as of Closing, Seller shall be charged at Closing an CCPCcmP ' ^"^"""P . (b) Radon is a naturally occurring radioactive gas that when accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon or radon testing may be obtained from your County Public Health unit. (e) Mold is naturally occurring and may cause health risks or damage to property, If Buyer is concerned or desires additional information regarding mold, Buyer should contact an appropriate professional. (f) If Seller is a "foreign person" as defined by the Foreign Investment in Real Property Tax Act, the parties shall comply with that Act. 1 ( 2 HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE. 3 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD _ ` E SELLER'S CURRENT PROPERTY 4 TAXES AS THE AMOUNT OF PROPERTY TAX •- :DYER MAY BE OBLIGATED TO PAY IN THE YEAR 5 SUBSEQUENT TO PURCHASE. A • ERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS 6 OF THE PROP RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING 8 XII. MAXIMUM REPAIR COSTS: DELETED 0* 1* X . _ .... _ . 2 within which to have such inspections of the Property performed as Buyer shall desire a e made available 3 by the Seller during the Inspection Period; (b) Buyer shall be respons' . + ipt payment for such inspections and repair of 4 damage to and restoration of the Property resultin i spectians and this provision (b) shall survive termination of this 5 Contract; and (c) if Buyer determines . • - s sole discretion, that the Property is not acceptable to Buyer, Buyer may cancel 6 this Contract by deliverin e or written notice of such election to Seller prior to the expiration of the Inspection Period. If 7 Buyer timely cancel ontract, the deposit(s) paid shall be immediately returned to Buyer; thereupon, Buyer and Seller shall 8 be released - urther obligations under this Contract, except as provided in this Paragraph XIV. Unless Buyer exercises the 9 right ncel granted herein, Buyer accepts the Property in its present physical condition, subject to any violation of 0 ' mental, bundle: environmental, and safety codes, restrictions or requirements and shall be responsible for any and all 1 .. : i t i provements re i iiitTnrolnililli 2 XV. RIDERS; ADDENDA; SPECIAL CLAUSES: CHECK those riders which are applicable'AND are attached to and made part of this Contract: 3* n CONDOMINIUM ❑ VA/FHA n HOMEOWNERS' ASSN. in LEAD -BASED PAINT E COASTAL CONSTRUCTION CONTROL LINE . 4* I _I INSULATION n EVIDENCE OF TITLE (SOUTH FLORIDA CONTRACTS) 1 I Other Comprehensive Rider Provisions Addenda Special Clause(s): 7* 9 XVI. "AS I5" STANDARDS FOR REAL ESTATE TRATISACTIONS ("AS IS" Standards): Buyer and Seller acknowledge receipt of a 0 copy of "AS IS" Standards A through Z on the reverse side or attached, which are incorporated as part of this Contract. r. A von" An , OPD 1.. n a.,1104 (T ")ens 1in.;dn A ecn,' ,lion of l ealtorsa anti The Florida Bar All Rights Reserved Page 2 of 5 • 1 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. THIS "AS IS" FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS® AND THE FLORIDA BAR. 4 Approval does not constitute an opinion that any of the terms and conditions in this Contract should be accepted by the parties in a particular transac- 5 tion. Terms and conditions should be negotiated based upon the respective interests, objectives -and bargaining positions of all interested persons. •6 AN ASTERISK(*) FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO BE COMPLETED. .7* &*(BUYER)See Attached (DATE) (SELLER)See Attached (DATE) .9* la* (BUYER) (DATE) (SELLER) 11 Buyers address for purposes of notice Sellers' address for purposes of notice 12* 13* 14* (DATE) Phone Phone 15 BROKERS: The brokers (including cooperating brokers, if any) named below are the only brokers entitled to compensation in connection with 16 this Contract: 17 * Name: 18* Cooperating Brokers, ff any .. Listing Broker FARmAR ASIS-2x Rev.2/08 0 2008 Florida Association of Realtorse and The Florida Bar All Rights Reserved Page 3 of 5 Signature Page for "As Is" Contract for Purchase and Sale Southeast OvertownlPark West Charity Unlimited of Florida, Inc. Community Redevelopment Agency Date By: James H. Villacorta, Executive Director # 9388136 vl By: Name: Title: Brothers of the Good Shepherd of Florida, Inc. By: Name: Title: Date Date l0 STANDARDS FOR REAL ESTATE TRANSACTIONS A. TITLE INSURANCE: The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue Buyer, upon recording of the deed to 3uyer, an owner's policy of title insurance in the amount of the purchase price, insuring Buyer's marketable title to the Real Property, subject only to matters contained in Paragraph VII and those to be discharged by Seller at or before Closing. Marketable title shall be determined according to applicable Title Standards 14 adopted by authority of The Florida Bar and in accordance witb law. Buyer shall have 5 days from date of receiving the Title Commitment to examine it, and if 15 title is found defective, notify Seller in writing specifying defect(s) which render title unmarketable. Seller shall have 30 days from receipt of notice to remove 16 the defects, failing which Buyer shall, within 5 days after expiration of the 30 day period, deliver written notice to Seller either: (1) extending the time for a 17 reasonable period not to exceed 120 days within which Seller shall use diligent effort to remove the defects; or (2) requesting a refund of deposit(s) paid which 18 shall be returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, if title is found 19 unmarketable, use diligent effort to correct defect(s) within the time provided. If, after diligent effort, Seller is unable to timely correct the defects, Buyer shall ;0 either waive the defects, or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligations under this Contract. If Seller is to i1 provide the Title Commitment and it is delivered to Buyer less than 5 days prior to Closing, Buyer may extend Closing so that Buyer shall have up to 5 days ;2 from date of receipt to examine same in accordance with this Standard. ,3 _._......,. ,..., :9 for a 30 day graee period in the event of default ifa first mortgage and a 15 day grace period if a second or lesser :5 in whole or in part without penalty; shall permit acceleration in event of transfer of 6 good standing; shall forbid modifications of, or future adv 7 standard mortgagee clause covering al 8 endorsements" and such o 9 security agreem 0 mortga 1 P 2 3 4 5 6 7 8 9 0 2 prepayment titre a prior liens and encumbrances to be kept in gage(s); shall require Buyer to maintain policies of insurance containing a on the Real Property against fire and all perils included within the term "extended coverage perils as Seller may reasonably require, in an amount equal to their highest insurable value; and the mortgage, note and otherwise in form and content required by Seller, but Seller may only require clauses and coverage customarily found in mortgages, and security agreements generally utilized by savings and loan institutions or state or national banks located in the county wherein the Real is located, All Personal Property and leases beingr conveyed or assi ed will, at Seller's option, be subject to the lien of a seeurity agreement evidenced anemg baRenldlnti br ceillearea ui Rue. it a ualluini nl , C. SURVEY: Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have the Real Property surveyed and certified by a registered Florida surveyor. If the survey discloses encroachments on the Real Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, Contract covenants or applicable governmental regulations, the same shall constitute a title defect. D. WOOD DESTROYING ORGANISMS: "Wood Destroying Organisms" (WDO) shall be deemed to include all wood destroying organisms required to be reported under the Florida Structural Pest Control Act, as amended. Buyer, at Buyer's expense, may have the Property inspected by a Florida Certified Pest Control Operator ("Operator") within 20 days after the Effective Date to determine if there is any visible active WDO infestation or visible damage from WDO infestation, excluding fences. If either or both are found, Buyer may within said 20 days (1) have cost of treatment of active infestation estimated by the Operator; (2) have all damage inspected and cost of repair estimated by an appropriately licensed contractor; and (3) report such cost(s) to Seller in writing. Seller shall cause the treatment and repair of all WDO damage to be made and pay the costs thereof up to the amount provided in Paragraph XII(a). If estimated costs exceed that amount, Buyer shall have the option of canceling this Contract by giving written notice to Selter within 20 days after the Effective Date, or Buyer may elect to proceed with the transaction and receive a credit at Closing equal to the amount provided in Paragraph XII(a). If Buyer's Lender requires an updated WDO report, then Buyer shall, at Buyer's expense, have the opportunity to have the Property re -inspected for WPC infestation and have the cast of active infestation or new damage estimated and reported to Seller in writing at least 10 days prior to Closing, and thereafter, Seller shall cause such treatment and repair to be made 6 and pay the cost thereof; provided, Seller's total obligation for treatment and repair costs required under both the first and second inspection shall not exceed the 7 amount provided in Paragraph XII (a). 8 E. INGRESS AND EGRESS; Seller warrants and represents that there is ingress and egress to the Real Property sufficient for its intended use as described in 9 Paragraph V IIII hereof and title to the Real Property is insurable in accordance with Standard A without exception for lack of legal right of access. 0 F. LEASES: Seller shall, at least 10 days before Closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature 1 and duration of the tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. If Seller is unable to obtain sueh letter from each tenant, 2 the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter contact tenant; to 3 confirm such information. If the terms of the leases differ materially from Seller's representations, Buyer may terminate this Contract by delivering written 1 notice to Seller at least 5 days prior to Closing. Seller shall, at Closing, deliver and assign all original leases to Buyer. 5 G. LIENS: Seller shall furnish to Buyer at time of Closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statement, 5 claims of lien or potential lienors known to Seller and further attesting that there have been no improvements or repairs to the Real Property for 90 days 7 immediately preceding date of Closing. If the Real Property has been improved or repaired within that time, Seller shall deliver releases or waivers of 3 construction liens executed by all general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth the names of all 3 such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges for improvements or repairs which could serve as a basis ) for a construction lien or a claim for damages have been paid or will be paid at the Closing of this Contract. 1 II. PLACE OF CLOSING: Closing shall be held in the county wherein the Real Property is located at the office of the attorney or other closing agent ? ("Closing Agent") designated by the party paying for title insurance, or, if no title insurance, designated by Seller. 3 1. TIME: Calendar days shall be used in computing time periods except periods of less than six (6) days, in which event Saturdays, Sundays and state or 1 national legal holidays shall be excluded. Any time periods provided for herein which shall end on a Saturday, Sunday, or a legal holiday shall extend to 5 5;00 p.m. of the next business day. Time is of the essence in this Contract. i .1. CLOSING DOCUMENTS: Seller shall furnish the deed, bill of sale, certificate of title, construction lien affidavit, owner's possession affidavit, assignments of leases, tenant and mortgagee estoppel letters and corrective instruments. Buyer shall furnish mortgage, mortgage note, security agreement and 1 financing statements. - IC, EXPENSES: Documentary stamps on the deed and recording of corrective instruments shall be paid by Seller. All costs of Buyer's loan (whether obtained ) from Seller or third party), including, but not limited to, documentary stamps and intangible tax on the purchase money mortgage and any mortgage assumed, l mortgagee title insurance commitment with related fees, and recording of purchase money mortgage to Seller, deed and financing statements shall be paid by t Buyer. Unless otherwise provided by law or rider to this Contract, charges for related closing services, title search, and closing fees (including preparation of t closing statement), shall be paid by the party responsible for furnishing the title evidence in accordance with Paragraph V. 1 L. PRORATIONS; CREDITS: Taxes, assessments, rent, interest, insurance and other expenses of the Property shall be prorated through the day before i Closing. Buyer shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing•sliall be increased or decreased as may be required by proration to be made through day prior to Closing, or occupancy, if occupancy occurs before Closing. Advance rent and security deposits will be credited to Buyer. Escrow deposits held by mortgagee will be credited to Seller. Taxes shall be prorated based on the current 1 year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If Closing occurs at a date when the current year's t millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's 1 assessment is not available, then taxes will be prorated on prior year's tax. If there are completed improvements on the Real Property by January lst of year of Closing, which improvements were not in existence on January lst of prior year, then taxes shall be prorated based upon prior year's millage and at an equitable assessment to be agreed upon between the parties; failing which, request shall be made to the County Property Appraiser for an informal assessment taking into account available exemptions. A tax proration based on an estimate shall, at request of either party, he readjusted upon receipt of current year's tax bit. • M. (RESERVED - purposely left blank) ea i2MAR _x R rw 9/(17 Cd 2007 Florida Association of RealtorstE and The Florida Bar All Rights Reserved Page 3 of 4 l5 STANDARDS FOR REAL ESTATE TRANSACTIONSJr(CONTINUED) 1" U n� ll .'ems, heating, cooling, electrical, plumbing systems, and machinery ate in Working Condition, The foregoing warranty shall be limited to the it 19 unless otherwise provided in an addendum. Buyer may inspect, or, at Buyer's expense, have a firm or individual specializing in home inspections t0 occupational license for such purpose (if required), or by an appropriately licensed Florida contractor, make inspections of, those items withi. 11 Effective Date. Buyer shall, prior to Buyer's occupancy but not more than 20 days after Effective Date, report in writing to Seller such ite 12 above standards as to defects. Unless Buyer timely reports such defects, Buyer shall be deemed to have waived Seller's warranties a 13 repairs or replacements are required to comply with this Standard, Seller shall cause them to be made pi shalipay up to the amou 14 Seller is not required to make repairs or replaeemennts of a Cosmetic Condition unless caused by a defect Seller is responsible 15 such repair or replacement exceeds the amount provided in Paragraph XII (b), Buyer or Seller may elect to pay such exces 16 this Contract. If Seller is unable to correct the defects prior to Closing, the cost thereof shall be paid into escrow at 17 "Working Condition" means operating in the manner in which the item was designed to operate; (2) "Cosmetic C 18 not affect the Working Condition of the item, including, but not limited to; pitted marcite or other pool finis !9 worn spots, or discoloration of floor coverings, wallpaper, or window treatments; nail holes, scratch flooring, fixtures, or mirrors; and minor cracks in floors, tiles, windows, driveways, sidewalks, or poo 1 or limited roof life shall not be considered defects Seller must repair or replaee, so long as there 2 but missing tiles will be Seller's responsibility -to replace or repair. 3 O. RISK 4 (which s 5 Seller an 6 Closing. 7 deposit(s 8 other na 9 P. CLOSING 0 as amen l apply; (I 2 unmarketable, 3 receipt o 4 within 5 •5 and reco 6 waiving 7 Q.ESC 8 deposit t dear shall .ontinue I determine 2 party an 3 fully t 4 provisions 5 suit wh 6 from an 7 party or 8 Contract 9 R. A 0 litigation, 1 475, F. S., S. FAI 3 Buyer 4 executi 5 Seller' 6 aft i v the facra an cn fits' and r. terror an -:l operty do not have any visible evidence o ea , wa er amage, or structure arnage a that oo age, seawa s, septic , pool, all appliances, me al coiled olding an • days after_the do not meet the elects not reported. If ided in Paragraph XE(b), epair or replace. If the cost for fling which either party may cancel sing. For purposes of this Contract:..(1) on" means aesthetic imperfections that do ssing or tom screens; fogged windows; tears, ents, scrapes, chips or caulking in ceilings, walls, ks; and (3) cracked roof tiles, curling or worn shingles, o evidence of actual leaks or leakage or structural damage, at OF LOSS: If, after the Effective Date, the Properly is damaged by fire or o casualty ("Casualty Loss") before Closing and cost of restoration hall include the cost of pruning or removing damaged trees) does not exceed % of the Purchase Price, cost of restoration shall be an obligation of d Closing shall proceed pursuant to the terms of this Contract and if rest on is not completed as of Closing, restoration costs will be escrowed at If the cast of restoration exceeds l.5°/" of the Purchase Price, Buyer s either take the Property as is, together with the 1.5% or receive a refund of } thereby releasing Buyer and Seller from all further obligations unl this Contract. Seller's sole obligation with respect to tree damage by casualty or l 7 d , 8 T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; COPIES: Neither this Contract nor any notice of it shall be recorded in any public 9 records. This Contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include phiral 0 and one gender shall include all. Notice and delivery given by or to the attorney or broker representing any party shall be as effective as if given by or to.that 1 party. All notices must be in writing and may be made by mail, personal delivery or electronic media. A legible facsimile or electronic (including "pdf") copy of 2 this Contract and any signatures hereon shall be considered for all purposes as an original. pe.0 i �1 3 U. CONVEYANCE: Seller shall convey marketable title to the Real Property by warranty, trustee's, personal representative's, or guardian's deed, as 4 appropriate to the status of Seller, subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer. Personal Property shall, at the 5 request of Buyer, be transferred by an absolute bill of sale witit warranty of title, subject only to such matters as may be otherwise provided for herein, 6 V. OTHER AGREEMENTS; No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No 7 modification to or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the parties intended to be bound by it. 8 W. SELLER DISCLOSURE: There are no facts known to Seller materially affecting the value of the Property which are not readily observable by Buyer or 9 which have not been disclosed to Buyer. 0 X. PROPERTY MAINTENANCE; PROPERTY ACCESS; REPAIR STANDARDS; ASSIGNMENT OF CONTRACTS AND WARRANTIES: Seller 1 shall maintain the Property, ineluding, but not limited to lawn, shrubbery, and pool in the condition existing as of Effective Date, ordinary wear and tear and Casualty Loss excepted. Seller shall, upon reasonable notice, provide utilities service and access to the Property for appraisal and inspections, including a walk- through prior to Closing, to confirm that all items of Personal Property are on the Real Property and, subject to the foregoing, that all required repairs and i replacements have been made, and that the Property has been maintained as required by this Standard. All repairs and replacements shall be completed in a good and 5 workmanlike manner, in accordance with all requirements of law, and shall consist of materials or items of quality, value, capacity and performance comparable 5 to, or better than, that existing as of the Effective Date. Seller will assign all assignable repair and treatment contracts and warranties to Buyer at Closing. 7 Y. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like -kind exchange (either simultaneous with Closing or deferred) with respect to the 3 Property under Section 1031 of the Internal Revenue Code ("Exchange"), the other party shall cooperate in all reasonable respects to effectuate the F.xehatige, including the execution of documents; provided (1) the cooperating party shall incur no liability or expense related to the Exchange and (2) the Closing shall not be contingent upon, nor extended or delayed by, such Exchange. r. An rrn An _s nP„ glfl7 ra 2007 Florida Association of Realtors® and The Florida Bar All Rights Reserved Page 4 of A zr Attachment "A" to "As Is" Contract for Purchase and Sale Seller Parties: Charity Unlimited of Florida, Inc. and Brothers of the Good Shepherd of Florida, Inc. # 9388008_v1 ADDENDUM TO CONTRACT FOR SALE AND PURCHASE (THE "AGREEMENT") BY AND BETWEEN CHARITY UNLIMITED OF FLORIDA, INC., BROTHERS OF THE GOOD SHEPHERD OF FLORIDA, INC. AND SOUTHEAST OVERTOWNIPARKWEST COMMUNITY REDEVELOPMENT AGENCY THIS ADDENDUM is made and entered into as of the day of , , by and between CHARITY UNLIMITED OF FLORIDA, INC. and BROTHERS OF THE GOOD SHEPHERD OF FLORIDA, INC. (collectively, the "Seller") and SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY (the "Buyer"). 1. Purchase Price. The Purchase Price shall be determined in accordance with Section 13 of the Grant Agreement by and between Buyer and Camillus House, Inc., a Florida corporation (the "Grant Agreement"). 2. Deposit. The Deposit shall be twenty percent (20%) of the Purchase Price. Buyer shall pay the Deposit to Escrow Agent within five (5) days after the Purchase Price is determined. S. Closing Date. The Closing Date shall be ninety (90) days after the Completion of the New Facility as said terms are defined in the Grant Agreement. 4. Inspection. A. Seller grants to Buyer and its agents, as well as contractors employed by or hired by Buyer, the right to enter the Property during normal business hours to do and perform such reasonable acts and things as Buyer deems necessary or appropriate, to make soil tests, borings, engineering studies, environmental tests, surveys and like tests and studies of the Property, review the leases, the rent rolls, the books and records and conduct any other tests and studies that Buyer deems appropriate. In making any inspection hereunder, Buyer shall, and shall cause any representative of Buyer to, use discretion so as not to disturb the users of the Property. Buyer shall treat all information obtained by Buyer pursuant to the terms of this Agreement as strictly confidential. Buyer agrees to repair or restore promptly any damage to the Property caused by Buyer, its agents and contractors and restore same to its original condition. Buyer agrees to pay for all such work, labor and services that shall be performed and to obtain waivers of lien or paid bills therefore. This provision shall survive the ternination of the Agreement. B. Buyer shall have thirty (30) days from the Effective Date (the "Inspection Period") to inspect any and all matters concerning the Property which Buyer, in Buyer's sole discretion, deems significant, including, without imitation environmental matters, the condition of the improvements, soil conditions, ingress and egress, utilities and contracts, if any. In the event that Buyer is not satisfied with the condition of the Property, in Buyer's sole discretion, on or prior to the expiration of the Inspection Period, Buyer shall have the option of either: (i) waiving the condition and Closing in accordance with the terms of the Agreement without reduction in the purchase price, or (ii) canceling the Agreement by written notice to Seller given on or prior to the end of the Inspection Period, in which event the Escrow Agent shall return the Deposit, together with interest accrued thereon, to Buyer, whereupon the parties shall be released from any further obligations under the Agreement except for those obligations contained in Section I(A). C. Except as otherwise expressly provided herein, upon the expiration of the Inspection Period, Buyer shall be deemed to have accepted the Property in its present condition and shall be deemed to represent to Seller that it has concluded whatever studies, tests and investigations Buyer desires relating to the Property and the sale shall proceed on an "AS IS" condition, except with respect to such warranties and representations set forth in this Agreement. D. Buyer and Seller agree that the Property is being sold in "AS IS" condition. Buyer acknowledges and agrees that: "(i) it is purchasing the Property on an "AS IS" basis based on its own independent investigation thereof; (ii) that, except as expressly set forth in this Agreement, Seller has not made any warranties, representations or guaranties, expressed, implied or statutory, written or oral, including but not limited to, any implied warranty of merchantability or fitness for any use or purpose, concerning the Property; and (iii) that Seller has not made any such warranties, representations or guaranties with regard to any governmental limitation or restriction, or the absence thereof, pertaining to the Property, or with regard to the physical condition of the Property, including latent defects, environmental conditions or subsurface soil conditions. Except as otherwise expressly provided herein, Buyer agrees that the entire risk as to the quality and performance of the Property is with the Buyer. Except as otherwise expressly provided herein, should the Property prove defective, in any manner, Buyer and not Seller, assumes the entire cost of all necessary repairs of such defects. Except as otherwise expressly provided herein, Seller makes no representations or warranties as to any land use controls or other laws, rules, and regulations of any governmental agency having jurisdiction applicable to the Property. E. Within five (5) days from the Effective Date of the Agreement, Seller shall provide Buyer with copies of all surveys, site plans, test studies, title policies, soil studies, environment reports and other reports, which are in Seller's possession or control concerning the Property with no representation or warranties as to their accuracy. In addition, Seller shall provide to Buyer copies of all service contracts, if any, and books and records with respect to the Property. If for any reason this transaction is terminated, Buyer shall immediately redeliver all such materials to Seller. 5. Abstract of Title. Within ten (10) days of the Effective Date, Seller shall deliver to Buyer either a copy of a prior owner's title insurance policy for use as a title base or a abstract of title certified from the earliest public records through the Effective Date of the Agreement (the "Abstract"). If neither the prior owner's policy nor Abstract are available, Buyer shall obtain a title report at Seller's sole cost and expense, not to exceed Five Hundred and No/100 Dollars ($500.00). G. Tenants. Seller represents and warrants to Buyer that at Closing Seller will be in exclusive possession of the Property, free and clear of all tenancies. 7. Brokers. Buyer and Seller each represent and warrant to the other that no real estate brokers, salesmen or finders are involved in this transaction. 8. Escrow Agent. The Deposit shall be held by the Escrow Agent, in trust on the terms hereinafter set forth: 8.1. If the Closing takes place under this Agreement, the Escrow Agent shall deliver the Deposit thereon to Seller. 8.2. Subject to the provisions of Section 5.4 below, if the Agreement is terminated in accordance with the terms hereof or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, the Escrow Agent shall deliver the Deposit to the party entitled thereto in accordance with the provisions of the Agreement. 8.3. It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. 8.4. The Escrow Agent is acting as stakeholder only with respect to the Deposit and the cash to close. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit or the cash to close or as to whom the Deposit or cash to close is to be delivered, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same until receipt by it of an authorization in writing, signed by all parties having interest in such dispute, directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall hold the Deposit and/or the cash to close until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of the Closing date and diligently continued, the Escrow Agent may bring an appropriate action or proceeding to interplead the Deposit. The Escrow Agent shall be rehnbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Deposit and/or the cash to close. Upon making delivery of the Deposit and/or the cash to close, the Escrow Agent shall have no further liability unless such delivery constituted willful misconduct or gross negligence. Seller acknowledges that the Escrow Agent is counsel to Buyer and can represent Buyer hereunder in the event of any dispute hereunder, concerning the Deposit and/or the cash to close or otherwise, and Seller waives any right to object to same. 9. Fire or Other Casualty; Condemnation. A. Seller agrees to give Buyer prompt notice of any fire or other casualty occurring at the Property between the date hereof and the date of the Closing provided for hereunder, or of any actual or threatened condemnation of all or part of the Property, or any 3 appurtenance thereto, or of any actual, proposed or threatened modification or termination of the current access to or from the Property. B. If prior to the Closing there shall occur (i) damage to the Property caused by fire or other casualty; or (ii) the taking by condemnation of all or such portion of the Property; or (iii) the material modification or termination of the current access to or from the Property or of sewer or other utility service, then, the Closing shall take place as herein provided without abatement of the Purchase Price, and there shall be assigned to Buyer at the Closing all of Seller's interest in any insurance proceeds or condemnation awards which may be payable to Seller on account of any such fire, casualty or condemnation and Buyer shall receive a credit at Closing in an amount equal to any such insurance proceeds or condemnation awards paid to Seller prior to Closing and not expended in repair or replacement of the Property together with a credit in the amount of the deductible under such policy of insurance. C. Except as otherwise expressly provided in this Section 9, all risk of loss or damage to the Property or any part thereof by fire or any casualty, from the date hereof until delivery of the deed provided for herein, shall remain on Seller. 10. Default. A. If Buyer, in breach of provisions of the Agreement, fails to conclude the transaction described herein, or otherwise fails to comply with any of the requirements on the part of the Buyer to be performed hereunder, and Seller is capable of performing hereunder, Seller may retain the Deposit together with all accrued interest, if any, as agreed upon and as liquidated damages as the result of such breach by the Buyer, whereupon the parties shall be released and relieved of all other and further obligations or liabilities hereunder except for the liabilities under Section 4(A) of this Addendum. It is agreed by the parties that such amount being paid to Seller is a fair and reasonable measure of the damages which will be suffered by Seller in the event of such default, the parties recognizing that Seller will, in such event, have relinquished potential offers from other parties to purchase the property, the parties recognizing that such occurrences cannot be subject to the ascertainment of any exact amount of damages. Said liquidated and agreed upon damages are, however, bona fide provisions for such and are not a penalty. B. If Seller defaults in the performance of its obligations under the Agreement, Buyer may elect to receive the return of the Deposit, together with interest accrued thereon, or, in the alternative, seek specific performance of the Agreement. Buyer, at Buyer's option and in Buyer's sole discretion, may waive any default by Seller and close pursuant to the Agreement. 11.Adjustments and Prorations. The following iterns shall be prorated and adjusted as of Midnight of the day prior to the Closing Date or as otherwise provided herein: A. General real estate taxes for the year of closing relating to the Property, if any, shall be prorated as of midnight of the day preceding the Closing Date with due allowance for the maxirnum discount allowed by law. Buyer and Seller agree to readjust the tax prorations when the actual charges are deterrnined. This provision shall survive closing. 4 B. Seller shall be entitled to the return of all utility deposits and other deposits with respect to the Property. Telephone, electric, gas, water charges and sewer charges shall not be adjusted. Seller shall make arrangements for final bills to be obtained from the applicable utility companies involved as of the Closing Date and Seller shall be responsible for all such bills. Buyer shall be responsible for making arrangements with all applicable utilities in connection with providing telephone, electric, gas, water and sewer services from and after the Closing, including without limitation paying all necessary deposits. Seller and Buyer shall coordinate their actions under this paragraph so that services. C. Certified liens for governmental improvements as of the end of the Inspection Period, if any, shall be paid in full by Seller and pending liens for governmental improvements as of the end of the Inspection Period shall be assumed by Buyer. "Certified" for this purpose shall be deemed to mean that the improvement has been substantially completed as of the end of the Inspection Period. D. Seller shall pay the State Documentary Stamps and the Surtax which is required to be affixed to the Special Warranty Deed and the cost to record any corrective documents. The cost of recording the Special Warranty Deed, the cost for the Survey, and the cost for the Owner's Title Policy shall be paid by Buyer. 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 the Contract. E. All insurance policies with respect to the Property shall be cancelled on the Closing Date and not prorated. F. Seller shall deliver to Buyer all keys and building plans in Seller's possession. Possession of the Property shall be given to Buyer at Closing. 12. Assignability. Buyer may not assign this Agreement. 13. Ratification. Except as herein modified, Buyer and Seller hereby ratify and reaffirm all the terms and provisions of the Agreement. To the extent of a conflict between the terms and provisions of the Agreement and this Addendum, the terms and provisions of this Addendum shall control. 14. Right of First Refusal. The Agreement is subject to the right of first refusal in favor of 700 N.E. 1st LLC, a Florida limited liability company ("700 LLC"). If 700 LLC exercises the right of first refusal the Agreement shall be of no further force and effect and Escrow Agent shall return Deposit to Buyer. 15. Counterparts. This Addendum may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties are concerned by together said counterparts shall comprise only one agreement. 5 IN WITNESS WHEREOF, Seller and Buyer have caused this Addendum to be executed on the date first above written. SELLER: CHARITY UNLIMITED OF FLORIDA, INC., a Florida not -for -profit corporation By: BROTHERS OF THE GOOD SHEPHERD OF FLORIDA, INC. a Florida not -for -profit corporation By: BUYER: SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY By: James H. Villacorta, Executive Director # 9388026_v2 6