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Home My WebLink AboutCRA-R-10-0045 Backup 05-13-2010MIAMI SKILLS CENTER 29 NW 13 STREET NW 141H ST i2TH S+ N W T y�,;=xs= NW 15TH ST ::ram W 13TH ST ` NW 121'H ST= - N£ 14TH ST w. P' • AL. • .1re*:%11"tPla" CAI% ,or '5 • EXTERIOR MIAMI SKILLS CENTER EAST SIDE OF PROPERTY, MIAMI SKILLS CENTER INTERIOR LOBBY AREA, MIAMI SKILLS CENTER GUTTED INTERIOR, MIAMI SKILLS CENTER SOUTH SIDE OF PROPERTY, RICHARD WAREHOUSE SOUTH SIDE OF PROPERTY, RICHARD WAREHOUSE NORTH SIDE OF PROPERTY, RICHARD WAREHOUSE INTERIOR, RICHARDS WAREHOUSE INTERIOR, RICHARDS WAREHOUSE INTERIOR OFFICES, RICHARDS WAREHOUSE Omni CRA Redevelopment Plan FINAL DRAT t" PROJECTS AND STRATEGIES 5 City of Miami 8 School Board Properties MedialEntertainment District Parking POTENTIAL DEVELOPMENT 32,000+ SF Commercial/Retail 140,000+ SF Office Entertainment/Media District Parking Another opportunity for parking exists on the Miami Skills Center property, also owned by the School Board. This property should be developed to provide a capture parking garage for the Media/ Entertainment District, and should also include a mixed use component such as street level retail/ entertainment uses, offices, and possibly an educational component. The educational component could include a higher level school focused on media related skills such as production and advertising and would serve to meet the public goals of the Miami -Dade School Board. However, the development of an educational component must be mindful of the activities of the adjacent entertainment uses and the sale of alcoholic beverages. Potential redevelopment of the Miami Skills Center building 61 Superintendent of Schools Alberto M. Carvalho May 12, 2010 Revised Mr. James Villacorta, Executive Director Omni Redevelopment District CRA 49 NW 51h Street Suite 100 Miami, FL 33128 Dear Mr. Villacorta: Miami -Dade County School Board Dr: Solomon C. Stinson, Chair Perla Tabares Hantman, Vice Chair Agustin J. Barrera Renier Diaz de la Portilla Dr. Lawrence S. Feldman Dr. Wilbert 'Tee" Holloway Dr. Martin Stewart Karp Ana Rivas Logan Dr: Marta Perez Pursuant to Section V. BID REQUIREMENTS of Bid 038-KK10, upon determination by the District of a successful bidder, the following documents shall be provided: 1. A duly executed Due Diligence Agreement (Attachment C of the bid document, and attached herewith), and 2. A good faith deposit, equal to ten percent (10%) of the bid amount proffered in Attachment B of the bid. The deposit, in the form of cashier's check or money order, in the amount of $310,010.10, should be made payable to School Board of Miami -Dade County. These documents must be delivered prior to 12 noon, on or before May 18, 2010, to: Procurement Management Services 1450 NE 2"d Avenue Room 352 Miami, FL 33132 Thank you for your prompt attention to this matter. Sincer ne Koski, Executive Director Procurement Management Services 305-995-2738 jkoski aAdadeschools.net JK/cri Attachment cc: Ms. Ana R. Craft Mr. Joseph A. Gomez Ms. Ana Rijo-Conde Procurement Management Services • School Board Administration Building • 1450 N.E. 2nd Avenue.Suite 352 • Miami, FL 33132 305-995-2414 • 305-995-2445(FAX) • www.procuremenLdadeschools.net MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA 1 BID 038-KK10 BUYER B. JONES SALE OF BOARD -OWNED PROPERTY PAGE SC 1 SPECIAL CONDITIONS I. NAME AND ADDRESS OF REQUESTOR The School Board of Miami -Dade County, Florida Planning, Design and Sustainability 1450 N E Second Avenue, Suite 525 Miami, Florida 33132 II. PURPOSE OF REQUEST FOR BIDS Under this Invitation to Bid (hereinafter referred to as the "RFB"), The School Board of Miami - Dade County, Florida (hereinafter referred to as the "Board") will be considering bids for the purchase by the Bidder of an approximate 3-acre Board -owned site and improvements thereon, located at 29 NW 13 Street, Miami, FL, within Miami -Dade County, and as more particularly described in Attachment "A" (hereinafter referred to as the "Site" or "Property"). School Board Rule 6GX13-3B-1.092 sets forth the Board's intent in seeking submission of Bids from qualified, responsive and responsible Bidders interested in purchasing property owned by the Board. For purposes of this RFB, the term Bidder shall mean the legal entity that, if in compliance with all requirements of this RFB including, without limitation, the proffer of a bid amount meeting or exceeding the fair market value of the Site as established by the Board, will be the party legally and financially capable of entering into and executing an agreement of purchase and sale (hereinafter referred to as "Purchase Agreement") by and between the Bidder and the Board in order to acquire the Site (hereinafter referred to as the "Bidder"). III. INSTRUCTIONS FOR SUBMISSION OF BID A total of six copies of the bid are to be submitted, one of which must be a signed original, by 2:00 p.m. Eastern Standard Time on May 11, 2010, at: The School Board of Miami -Dade County, Florida Bid Clerk, Procurement Management Services 1450 Northeast Second Avenue, Room 352 Miami, Florida 33132 The responsibility for submitting this bid on or before the stated date and time will be solely and strictly the responsibility of the Bidder. Miami -Dade County Public Schools (hereinafter referred to as the "District") will in no way be responsible for delays caused by the United States Postal Service or any other delivery service, or by any other occurrence. The Bidder, or the Party legally authorized to conduct business on behalf of the Bidder, must sign the bid. The bid package must contain all items requested. Failure to submit all requested items may render the bid non- responsive. The bid must be submitted in a sealed envelope or box marked: "REQUEST FOR BIDS NO. 038-KK1O-SALE OF BOARD -OWNED PROPERTY". MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA BID 038-KK1 0 BUYER B. JONES PAGE SC 2 SALE OF BOARD -OWNED PROPERTY SPECIAL CONDITIONS (Cont.) It is anticipated that sealed bids will be opened on May 11, 2010, and the highest responsive and responsible Bidder (hereinafter referred to as the "Successful Bidder"), will be notified of its standing no later than May 13, 2010. All other responsive and responsible bidders are hereinafter referred to as the "Alternate Bidders". The Successful Bidder will then be required to deliver to the Board, prior to 12 Noon, on or before May 18, 2010: 1) a duly executed Due Diligence Agreement (see Attachment "C"), and 2) a good faith deposit, in the form of a cashier's check drawn on a local financial institution, equal to ten percent (10%) of the bid amount proffered in Attachment "B". If the Successful Bidder fails to deliver either or both of these documents to the Board by the time and date stipulated herein, the bid shall be deemed to be non -responsive. In that event, the Board, at its sole authority and discretion, may declare the next highest Alternate Bidder to be the successor, and to proceed with the sale of the Site to the Alternate Bidder. The Alternate Bidder so designated will then be required to deliver to the Board, within seventy-two (72) hours of being so notified: 1) a duly executed Due Diligence Agreement (see Attachment "C"), and 2) a good faith deposit equal to ten percent (10%) of the bid amount proffered in Attachment "B". IV. INFORMATION ON SITE Attached hereto and incorporated herein by reference is the legal description of the subject Site and improvements thereon consisting of a building and ancillary parking lot (see Attachment "A"). Interested Bidders may visit the Site prior to submission of their bid, at their option. Such on -site visit will only be permitted on April 30, 2010, from 9:00 a.m. to 12:00 p.m., and is for the expressed and limited purpose of allowing potential Bidders to view general Site conditions. Under no circumstance will a Bidder be permitted to conduct on -site testing or engage in intrusive activity of any kind prior to a Bidder being designated as the Successful Bidder and complying with all other provisions of the RFB and attachments thereto. Also, incorporated herein by reference as Attachment "A-1", is a copy of an Asbestos Periodic Surveillance Report, dated November 16, 2000, from Mr. Clifford Andrean to Clifton Lewis. Additionally, also incorporated herein by reference as Attachment "A-2", is the Summary portion of the Final Environmental Impact Statement, dated February 18, 2010, for Interstate 395 (1-395), from the 1-95 Midtown Interchange (I-95/SR-836/I-395) ramps to MacArthur Causeway West Channel Bridges at Biscayne Bay, in the City of Miami, Miami -Dade County, Florida, designating Alternative 3 as the preferred option for the project, which Alternative may impact the subject Property. Copies of both documents may be viewed by accessing the following link: http://procurement.dadeschools.net/bidsol/pdf/rfb038-kk10.zip MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA BID 038-KK1 0 BUYER B. JONES PAGE SC 3 SALE OF BOARD -OWNED PROPERTY SPECIAL CONDITIONS (Cont.) V. BID REQUIREMENTS In order for the bid to be considered by the Board, the Bidder must agree to the following: The Bidder agrees to submit Attachment "B", with all required information provided in full, including without limitation the bid amount for purchase of the Site, which amount shall either meet or exceed the fair market value established by the Board at its April 14, 2010 meeting, of Three Million Dollars and No/100 ($3,000,000.00); The Bidder recognizes that time is of the essence, and shall take into consideration the Board's desire to enter into a Purchase Agreement with the Successful Bidder by June 21, 2010, and to hold a Real Estate Closing no later than June 30, 2010, unless either date is extended by the Board or its designee; The Bidder agrees that its acquisition of the Site shall be for cash only, and is not subject to financing ("All -Cash"), and no mortgage or other financing shall be provided by the Board; The Bidder agrees that subsequent to a determination by the District of it being the Successful Bidder, which determination shall be made on or before May 13, 2010, the Bidder shall deliver to the Board prior to 12 Noon, on or before May 18, 2010: 1) a duly executed Due Diligence Agreement (see Attachment "C"), and 2) a good faith deposit, as provided for in this RFB, equal to ten percent (10%) of the bid amount proffered in Attachment "B", as earnest money, which the Board shall deposit in escrow, either in an interest -bearing account or in a non -interest bearing account, with the School Board Attorney. Prior to 5:00 PM Miami Time, on or before June 21, 2010, the Successful Bidder shall deliver to the District either a Notice of Termination, as defined in the Due Diligence Agreement, or a Purchase Agreement, as provided for herein, duly executed by the Successful Bidder. Upon delivery to the District of a Notice of Termination, or, if the Successful Bidder is deemed non -responsive, then all sums in deposit, including accrued interest, if any, shall be refunded to the Successful Bidder. Upon the expiration of the Due Diligence period provided for in the Due Diligence Agreement, and upon the execution of the Purchase Agreement by the Successful Bidder, as provided for herein, the deposit shall be deemed non- refundable. Notwithstanding the foregoing, the Successful Bidder may execute the Purchase Agreement prior to June 21, 2010, and the Due Diligence Period shall then be deemed terminated simultaneously with the execution of the Purchase Agreement, and the Real Estate Closing shall be held on or before June 30, 2010. If neither document is delivered to the District as required under this RFB, then the District may deem the Successful Bidder to be non -responsive, and it may proceed, in the District's sole discretion, to negotiate with the Alternate Bidder(s). MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA BID 038-KK10 BUYER B. JONES PAGE SC 4 SALE OF BOARD -OWNED PROPERTY SPECIAL CONDITIONS (Cont.) Subject to the information provided in Attachment "A-1 ", the Bidder agrees that the Site is offered for sale by the Board in its "AS -IS" "WHERE IS" condition and basis with all faults, and that the Board makes no representations or warranties whatsoever, either expressed or implied, as to the suitability or efficacy of the Site for any particular purpose or use, nor as to the title or physical condition of the Site. The Successful Bidder, by executing the Purchase Agreement, acknowledges and agrees that the Board has made no representation whatsoever, as stated herein, nor as to the environmental condition of the Site. Furthermore, the Bidder represents that it is relying and will continue to rely solely on its own investigations of the Site in its decision to purchase the subject property. The Successful Bidder shall have a period, not to extend beyond June 21, 2010, to conduct all appropriate due diligence, including without limitation, investigations of the physical condition of the Site, title, survey and environmental assessment, which due diligence shall be at the sole cost and expense of the Successful Bidder. The Board shall not indemnify the Successful Bidder in any way with respect to the condition of the subject property. Title to the Site shall be conveyed to the Successful Bidder by a Quit -Claim Deed, with no representation or warranty of any kind, subject to conditions, restrictions, easements, zoning and all limitations of record, if any. All closing costs shall be borne by Bidder. The Purchase Agreement shall substantially include the terms and conditions set forth in the Purchase Agreement attached hereto as Attachment "D" and incorporated herein by reference, including without limitation the provision that the Board shall have no responsibility for any real estate broker's commission, salesmen's or finders' fees related to this transaction. The District reserves the right, in its sole discretion, to amend the attached form. The said Purchase Agreement shall not be assignable. PRE -BID CONFERERENCE - A non -mandatory pre -bid conference has been scheduled for May 4, 2010 at 9:00 a.m., in Conference Room 522A of the School Board Administration Building, located at 1450 N.E. 2nd Avenue, Miami, which Bidders may attend at their option. VI. REQUIRED INFORMATION TO BE SUBMITTED BY BIDDERS: In order to be considered, the Bidder must submit Attachment "B", with all sections legible and completed. The Bidder may, at its option, submit additional materials and information to assist the District in its evaluation of the bid. Submittal of said additional materials does not relieve the Bidder from its obligation to provide the Board with a completed Attachment "B". MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA BID 038-KK10 BUYER B. JONES PAGE SC 5 SALE OF BOARD -OWNED PROPERTY SPECIAL CONDITIONS (Cont.) VII. EVALUATION OF BIDS The Board will consider bids from all responsive and responsible Bidders who meet the minimum requirements set forth in this RFB, including the proffer of an All -Cash bid amount meeting or exceeding the advertised fair market value established by the Board of Three Million Dollars and No/100 ($3,000,000.00). Final approval of the Successful Bidder, and authority for the Board to enter into the Purchase Agreement, will be made by the Board on June 16, 2010. Subsequent to such a determination, and prior to the expiration date of the Due Diligence period on June 21, 2010, a Purchase Agreement, acceptable to the Board Attorney, shall be entered into by the Successful Bidder and the Board. No debriefing or discussion will be held with unsuccessful Bidders. In addition to the provisions set forth in Section III of this RFB, if the Board is unable to reach acceptable terms in the Purchase Agreement with the Successful Bidder, on or before June 21, 2010, then the Board may, in its sole discretion, declare the bid to be non -responsive, and seek to reach acceptable terms with Alternate Bidders submitting the next closest bid amount or amounts. VIII. INSURANCE REQUIREMENTS/ INDEMNIFICATION A. Subsequent to both Parties executing the Due Diligence Agreement, but prior to June 1, 2010, the Successful Bidder shall be authorized to access the Site for the expressed and limited purpose of conducting its Due Diligence Investigations (as defined in the Due Diligence Agreement) on the Property. All such investigations are to be at the sole cost and expense of the Successful Bidder. All on -site Due Diligence activities shall be coordinated with the on -site administrator, and are subject to compliance with all other requirements of this RFB and the Due Diligence Agreement (see Attachment "C"). Prior to initiating on -site activities, the Successful Bidder shall be required to execute the Due Diligence Agreement, to provide the Board with certificates of insurance and to comply with any other pre- condition to on -site testing as set forth under the Due Diligence Agreement. B. In consideration of being the Successful Bidder, and other consideration, the sufficiency and receipt of which is hereby acknowledged, the Successful Bidder agrees without reservation to the indemnification and insurance requirements contained herein, as follows: MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA BID 038-KK10 BUYER B. JONES PAGE SC 6 SALE OF BOARD -OWNED PROPERTY SPECIAL CONDITIONS (Cont.) INDEMNIFICATION: The Successful Bidder shall hold harmless, indemnify and defend the indemnitees (as hereinafter defined) against any claim, action, loss, damage, injury, liability, cost or expense of whatsoever kind or nature including, but not by way of limitation, attorneys' fees and court costs arising out of bodily injury to persons including death, or damage to tangible property arising out of or incidental to the performance of the RFB and/or the Due Diligence Access Agreement (including goods and services provided thereto) by or on behalf of the Successful Bidder, whether or not due to or caused in part by the negligence or other culpability of the indemnitee, excluding only the sole negligence or culpability of the indemnitee. The following shall be deemed to be indemnitees: The School Board of Miami - Dade County, Florida and its members, officers and employees. INSURANCE REQUIREMENTS: On or before the Effective Date of Due Diligence Agreement, the Bidder shall be responsible for providing the Board with certificates of insurance coverage which indicate that insurance coverage has been obtained and meets the requirements outlined, as follows: a) Commercial General Liability Insurance on a comprehensive basis in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000.00) combined single limit per occurrence for bodily injury and property damage. The School Board of Miami - Dade County, Florida, its employees and agents, must be listed as an additional insured on the policy, and b) Workers' Compensation Insurance for all employees of the Bidder as required by Florida Statutes. The insurance shall be subject to a maximum deductible not to exceed Twenty -Five Thousand and No/100 Dollars ($25,000.00). All certificates of insurance submitted must be issued by companies authorized to conduct business under the laws of the State of Florida, with an A.M. Best rating (most currently published) of no less than "B+" as to management, and no less than "Class V" as to financial strength. Certificates shall indicate that no modification to the insurance coverage can be made without a minimum of thirty (30) days advanced written notice to the additional named insured or certificate holder. IX. BID ADDENDUMS All bidders should monitor continuously, M-DCPS, Procurement and Materials Management website for any addendums that may be posted, prior to the opening of this solicitation. The Procurement and Materials Management website, which list all bids, addendums, and award information, is as follows: MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA BID 038-KK10 BUYER B. JONES PAGE SC 7 SALE OF BOARD -OWNED PROPERTY SPECIAL CONDITIONS (Cont.) X. ADDITIONAL INFORMATION A. ALL TIMELINES REFLECTED IN THIS RFB ARE ESTIMATED AND SUBJECT TO CHANGE IN THE DISTRICT'S SOLE DISCRETION. B. Any and all questions that a Bidder may have pertaining to this RFB must be submitted by the Bidder no later than 4:00 p.m, (Local Time) April 26, 2010, via e-mail, to the individual listed below: Ms. Barbara D. Jones, CPPB Procurement Management Services Miami -Dade County Public Schools 1450 NE 2nd Avenue, Room 356 Miami, FL 33132 (305) 995-2348 E-mail: bjones andadeschools.net C. A COPY OF ALL QUESTIONS PERTAINING TO THIS RFB MUST BE SENT SIMULTANEOUSLY TO: Ms. Ileana Martinez, School Board Clerk Miami -Dade County Public Schools 1450 N.E. 2ND Avenue, Room 268B Miami, Florida 33132 FAX #305-995-1448 E-MAIL: martinezdadeschools.net The Board will issue responses to inquires and provide any other corrections or amendments it deems necessary, in written addenda, prior to the bid due date. Bidders should not rely on any statements other than those made in this RFB or in any addendum to this RFB. Where there appears to be a conflict between the RFB and any addenda issued, the last addendum issued will prevail. Responses to questions will be posted to M-DCPS' website and it is the responsibility of the Bidder to monitor this site for posting of response(s). The website Zink is the following: http://procurement.dadeschools.net/bidsol/asp/ENACT.asp MIAMI-DADE COUNTY PUBLIC SCHOOLS BID PROPOSAL FORM (FORMAT A) TO: THE SCHOOL BOARD OF MIAMI-DADE COUNTY FLORIDA BID 038-KK10 BUYER B. JONES PAGE SC 8 SALE OF BOARD -OWNED PROPERTY Description of The Site: Location: Folio: Legal description: ATTACHMENT "A" 29 NW 13 Street, Miami, FL (Miami -Dade County) 01-3136-009-0420 Legal description to be determined by the parties based on Survey to be ordered by Bidder, certified to all parties to the transaction. Subject to: All conditions, restrictions, easements, zoning and other limitations of record, if any. ATTACHMENT "C" DUE DILIGENCE AGREEMENT THIS DUE DILIGENCE AGREEMENT, (herein referred to as "Agreement"), is made and entered into this day of 20 , by and between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, a body corporate and politic organized under the laws of the State of Florida ("Board"), and ("Bidder"), authorizing Bidder to conduct due diligence investigations on Board -owned land, directly relating to and limited by the Board's Request For Bids No. 038-KK10 ("RFB"), incorporated herein by reference. IN CONSIDERATION of the Sum of Ten and No/100 ($10.00) Dollars and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Bidder and the Board hereby agree to the following terms and conditions: 1. TERM; INSPECTION COMPLETION DATE; DUE DILIGENCE INVESTIGATIONS. Bidder, its agents, employees and representatives shall be authorized to access the Site, as defined in the aforedescribed RFB, and as legally described on Exhibit "A", attached hereto and made a part hereof, at all times subsequent to the Effective Date of this Agreement and prior to 5:00 PM on June 21, 2010 ("Inspection Completion Date"), or the earlier termination of this Agreement, with full right to: (a) inspect the Site, and (b) to conduct any and all inspections, investigations and tests thereon, including, but not limited to, soil borings and hazardous waste studies, surveys, and to make such other examinations with respect thereto as Bidder, its counsel, licensed engineers, surveyors, appraisers, or other representative may deem reasonably necessary. For purposes of this Agreement, Due Diligence Investigations shall be defined as any and all investigations which a reasonable purchaser may perform in order to purchase real property including, without limitation, any and all investigations or inspections of the physical condition of the Site, environmental assessments, procurement of evidence of title, title examination, and surveying of the Site, ("Due Diligence Investigations"). 2. NOTICE OF TERMINATION; REFUND OF DEPOSIT. This Agreement shall be effective as of the Effective Date, and continue and remain in full force and effect covering the Site listed in Exhibit "A" until the earlier of the following occurs: (1) a Purchase and Sale Agreement is entered into, on or before June 21, 2010, by and between the Bidder and the Board for the Site listed on Exhibit "A"; or (2) the Bidder delivers to the Board a notice of termination, as defined herein, terminating this Agreement. If, on or before 5:00 p.m. on June 21, 2010, Bidder determines, in its sole and absolute discretion, that Bidder does not desire to purchase the Site, then Bidder shall have the right to give written notice to Seller electing to terminate this Agreement, provided such notice is Page 1 of 7 delivered to Seller prior to 5:00 p.m. on the Inspection Completion Date, ("Notice of Termination"). In the event such Notice of Termination is delivered on or before 5:00 p.m. on the Inspection Completion Date, or if the Bidder is deemed by the District to be non- responsive pursuant to the RFB, then the parties shall be released from all further obligations each to the other under this Agreement, except those obligations which are specifically stated herein to survive the termination hereof, and the Deposit provided to the Board in response to the RFB and all interest earned thereon, if any, shall be returned to Bidder. In the event that neither a Notice of Termination nor a Purchase Agreement is delivered to the Board's designee on or before Inspection Completion Date, then the Bidder shall be deemed non -responsive and the Board or its designee may take action pursuant to the terms and conditions set forth under the RFB. Notwithstanding the foregoing, it is understood and agreed that the Due Diligence period shall be deemed terminated simultaneously with the execution of the Purchase Agreement, if the Purchase Agreement is executed prior to June 21, 2010. 3. SCHEDULE OF TESTING. Prior to undertaking the Due Diligence Investigations, and subject to any other requirements or conditions of this Agreement or the RFB, the Bidder shall provide the Board, or its designee, with a proposed schedule for such work at the Site, to be approved by the Board, or its designee, such approval not to be unreasonably withheld. Any and all costs and expenses incurred by either the Bidder or the Board in connection with Bidder's Due Diligence Investigations shall be at Bidder's sole cost and expense, and any activities that take place on or immediately adjacent to the Site shall be performed in a manner not to unreasonably interfere with or disrupt the operations taking place at the Site. Bidder shall not, in the course of such entry, make any invasive tests, alterations or improvements to the portion of the Site which has been paved or which contains buildings or other structures, except with the express written consent of the Board's designee, such approval not to be unreasonably withheld. The Bidder shall in all cases coordinate excavations, if any, with the Board or its designee prior to initiating these activities. Any damage to underground improvements or utility lines caused by Bidder, its contractors, employees or agents, shall be repaired by Bidder, at Bidder's sole cost and expense. 4. SAFETY CRITERIA; RESTORATION OF SITE. The Bidder's Due Diligence Investigations at the Site shall conform at all times to the safety criteria established with and approved by the Site administrator. Such work shall be done in compliance with all applicable rules, statutes, codes and regulations, including, without limitation, Florida and Federal laws, School Board Rules, the State Requirements for Educational Facilities, the Florida Building Code, as the same may be amended from time to time. If the Board, or its designee, requests that the Bidder cease any of its Due Diligence Investigations due to unreasonable interference with Site operations, violation of any applicable rules and regulations or the Board's safety criteria, then Bidder shall immediately discontinue its activities and shall proceed only after the Board, or its designee, has reviewed the scheduling of the activities in question and has authorized the Bidder to continue. At the conclusion of the work, the areas where work was conducted on the Site shall be restored Page 2 of 7 to a safe and secure condition, as good or better as existed prior to any such investigations, as determined solely by the Board and at the sole cost and expense of the Bidder. 5. INDEMNIFICATIONS. The Bidder, its agents, contractors and representatives shall hold harmless, indemnify and defend the Board, its members, officers and employees, against any claim, action, Toss, damage, injury, liability, cost or expense of whatsoever kind or nature including, but not by way of limitation, attorneys' fees and court costs, at trial level and through all appeals, arising out of bodily injury to persons including death, or damage to tangible property arising out of or incidental to the performance of this Agreement (including goods and services provided thereto) by or on behalf of the Bidder, whether or not due to or caused in part by the negligence or other culpability of the Board, its members, officers and employees, excluding only the sole negligence or culpability of the Board, its members, officers and employees. Notwithstanding anything contained herein to the contrary, Bidder shall not indemnify or hold Seller harmless with respect to, and Bidder shall not be required to, remove, remediate, dispose or otherwise deal with any "Hazardous Substance" (as hereinafter defied), samplings derived from the Site or property containing Hazardous Substances which it finds in connection with its Due Diligence Investigations of the Site. This paragraph shall survive the Closing of the transaction or early termination of this Agreement. As used herein, the term "Hazardous Substance" means any substance or material defined or designated as hazardous or toxic waste material or substance or other similar term by any federal or state environmental statute, regulation or ordinance presently in effect, as such statute, regulation or ordinance may be amended from time to time, or any petroleum or petroleum derivative products. 6. PROOF OF INSURANCE. In addition, on or before the Effective Date of this Agreement (as defined below), the Bidder shall be responsible for providing the Board with certificates of insurance coverage which indicate that insurance coverage has been obtained and meets the requirements outlined, as follows: a) Commercial General Liability Insurance on a comprehensive basis in an amount not Tess than Five Hundred Thousand and No/100 Dollars ($500,000.00) combined single limit per occurrence for bodily injury and property damage. The School Board of Miami -Dade County, Florida, its employees and agents, must be listed as an additional insured on the policy, and b) Workers' Compensation Insurance for all employees of the Bidder as required by Florida Statutes. The insurance shall be subject to a maximum deductible not to exceed Twenty -Five Thousand and No/100 Dollars ($25,000.00). All certificates of insurance submitted must be issued by companies authorized to conduct business under the laws of the State of Florida, with an A.M. Best rating (most currently published) of no less than "B+" as to management, and no less than "Class V" as to financial strength. Certificates shall indicate that no modification to the insurance coverage can be made without a minimum of thirty (30) days advanced written notice to the additional named insured or certificate holder. Page 3of7 7. PRE -CONDITIONS. The following shall be pre -conditions to commencement of Bidder's Due Diligence Investigations, subject to the terms and conditions of this Agreement: (1) the Bidder may only conduct Due Diligence Investigations on the Site, as listed on Exhibit "A", where Bidder has submitted a proposal in response to the RFB , (2) all insurance certificates required under this Agreement have been received and approved by the Board, (3) the Bidder's proposed schedule for the Due Diligence Investigations has been coordinated with and approved by the Site administrator, including identifying the specific portions of the Site upon which such Due Diligence Investigations will be conducted, (4) this Agreement has been executed by the Bidder and Board, and a copy of same has been received by the Board not later than May 18, 2010, and (5) a cashier's check, drawn on a local banking institution, payable to "The School Board of Miami -Dade County, FL", in a sum equal to 10% of the bid amount in compliance with the RFB described above, has been received by the Board not later than May 18, 2010. 8. NOTICES: All notices with respect to this Agreement shall be duly delivered in accordance with Notice provision included in the RFB. 9. ENTIRE AGREEMENT. This Agreement, RFB # 038-KK10 and all attachments thereto, any and all documentation relating to the issuance of said RFB and those agreements contemplated herein to be entered into in the future and all attachments thereto, as all may be amended, shall constitute the entire agreement by and between the Parties. 10. SEVERABILITY. In the event any provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or construed as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 11. EFFECTIVE DATE; CALENDAR DAYS. The term "Effective Date" is the date on which the last of the Parties initials and/or signs this Agreement, which date shall be inserted below the signature block of the respective Party. Time is of the essence for all provisions of this Agreement. All time periods will be computed in calendar days (a "Calendar Day" is every day including Saturday, Sunday and national legal holidays). However, if any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time periods will end at 5:00 PM, Miami time, of the appropriate day. 12. CONTROLLING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida and School Board Rules, and venue, in the event of a dispute, shall be in Miami -Dade County. 13. ATTORNEY'S FEES AND COSTS. In the event of any litigation between the parties under this Agreement, each party shall be responsible for its own attorney's fees and court costs through trials, alternative dispute resolutions and appellate levels, unless Page 4 of 7 otherwise provided for in this Agreement. The provisions of this paragraph shall survive the termination or cancellation of this Agreement. 14. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement. 15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument. Signature and acknowledgments pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document. 16. MISCELLANEOUS PROVISIONS. Notwithstanding any other provisions in this Agreement, in the event that the highest ranked Alternate Bidder, as defined in the RFB, is the Bidder under this Agreement, then the Bidder shall deliver to the Board a Due Diligence Agreement, duly executed by the Bidder, pursuant to the RFB, and providing for the extension of all time lines accordingly. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Page 5 of 7 IN WITNESS WHEREOF, the Board and Bidder have caused this Agreement to be executed by their respective and duly authorized officers the day on which the last of the Parties signs this Agreement as set forth below. BIDDER: BOARD: THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA By: By: Print Name: Alberto M. Carvalho Title: Superintendent of Schools Date: Date: TO THE BOARD: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: School Board Attorney Page 6 of 7 EXHIBIT "A" LEGAL DESCRIPTION OF SITE Location: 29 NW 13 Street, Miami, FL (Miami -Dade County) Folio: 01-3136-009-0420 Legal description: Legal description to be determined by the parties based on Survey to be ordered by Bidder, certified to all parties to the transaction. Subject to: All conditions, restrictions, easements, zoning and other limitations of record, if any. Page 7 of 7 ATTACHMENT "D" DRAFT:OF PROPOSED PURCHASE AND SALE AGREEMENT NOTE: THE -SCHOOL 'BOARD RESERVES THE RIGHT TO REVISE AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA ("Seller") AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE ("Purchase Agreement") is made and entered into this day of , 2010, by and between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, a body corporate and politic existing under the laws of the State of Florida ("Seller" and "Property Owner" and "School Board") and ("Purchaser" and "Successful Bidder" ). The School Board and Purchaser are sometimes referred to herein individually as a "Party", and collectively as the'" Parties". and WITNESSETH: WHEREAS, Seller is the fee simple owner_of::the Realty (hereinafter defined); WHEREAS, Seller desires to sell the Property (hereinafter defined) to Purchaser, and Purchaser desires to purchase the Property from Seller, in accordance with and subject to the terms and conditions hereinafter set forthand WHEREAS, Purchaser is the Successful Bidder pursuant to that certain Request for Bids #038-KK10 ("RFB"), issued by Seller, which RFB and_all attachments thereto is incorporated herein by reference. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and the sum•of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows: 1 =Purchase and Sale; Realty. Seller agrees to sell to Purchaser, and Purchaser agrees to !purchase from Seller, all that certain parcel of real property consisting of approximately 3 acres;: more or less, situate, lying and being in the County of Miami -Dade ("County"), State .of Florida, and of which the legal description is set forth in Attachment "A", attached hereto and made a part hereof ("Realty"), in fee simple, together with -the following property and rights (the Realty and such property and rights are referred to`herein collectively as the "Property"): (a) All surveys, plans, plats, soil tests, engineering studies, environmental studies and all other documents, studies, title policies, licenses, permits, authorizations, approvals, soil and ground water reports and asbestos material surveys, and any other intangible rights pertaining to the ownership and/or operation of the Realty, if any (collectively, the "Documents"); (b) All easements, privileges, riparian and other water rights, lands underlying any adjacent streets or roads, improvements located on the Realty and appurtenances pertaining to or accruing to the benefit of the Realty, if any; and 2 (c) All improvements thereon, if any. 2. Deposit. Upon execution of the Due Diligence Agreement, as stipulated in the RFB, Purchaser delivered to the School Board an earnest money deposit of (S ), which is equal to TEN PERCENT (10%) of the amount proffered by Purchaser in its bid (hereinafter referred to as the "Highest Bid"), to be held in escrow by the School Board Attorney's Office (the "Escrow Agent") in an interest bearing account (hereinafter referred to as the "Deposit"). The Dep sit and any accrued interest shall be credited against the Purchase Price at Closing and shall be otherwise subject to the terms and conditions contained herein. The Parties agree that upon the expiration of the Due Diligence Period and the execution': by both 'Parties of the Purchase Agreement, on or before , 2010, the Deposit shall be deemed non-refundable. 3. Purchase Price; Manner of Payment. The purchase price ("Purchase Price") to be paid by Purchaser to Seller for, the Property '::shall be ($ ), which is the sum representing the Highest Bid as described in the aforementioned RFB, subject to credits, prorations and adjustments, if any, as provided in this Purchase Agreement. The Purchase Price shall be payable by Purchaser to Seller at the Closing (as hereinafter defined) by wire transfer to a School Board account, pursuant to wiring instructions providedto Purchaser by: Board Attorney within ten (10) days prior to Closing. Purchaser agrees that its acquisition of the subject property is for cash only, and is not subject to ,financing ("All -Cash"), and no mortgage or other financing shall-be;provided by the Seller. 4. Inspections; Title; and Survey. Purchaser acknowledges that Seller granted Purchaser access to the subject property, with full right to: (a) inspect the Property, and (b) conduct any and; all inspections, investigations and tests thereon, inc!uding, but not limited to, soil borings and hazardous waste studies, and (c) obtain evidence of title and complete'' its title examination, and (d) obtain and review surveys which Purchaser deemed necessary, and (e) make such other inspections and examinations with respect to the -"subject property as Purchaser, its counsel, licensed engineers, -_surveyors, appraisers, or other representative may have deemed necessary ("Due Diligence Investigations"). Purchaser also acknowledges that all Due Diligence Investigations Chad to be .completed on or before 5:00 PM on June 21, 2010 ("Inspection Completion Date"). Purchaser hereby acknowledges and represents that as of the date of the execution of this -Purchase Agreement, Purchaser has had the opportunity to complete its required Due Diligence Investigations and to fully review and evaluate this transaction and, based solely on its Due Diligence Investigations, decides to proceed with the purchase of subject Property. 5. Seller's Representations. The Purchaser agrees that it is accepting the subject Property in its "AS -IS", "WHERE -IS" condition and basis with all faults, and that the Seller makes no representations or warranties whatsoever, either expressed or 3 implied, as to the suitability or efficacy of the subject Property for any particular purpose or use, nor as it relates to condition of title nor the physical condition of the subject Property. Purchaser, by executing the Due Diligence Agreement, as described in the RFB and this Purchase Agreement, acknowledges and agrees that the Seller has made no representation whatsoever, as stated herein, nor as to the environmental condition of the subject Property. The Purchaser represents that it is relying and will continue to rely solely on its own investigations of the subject Property in its decision to purchase it, and Purchaser further acknowledges and agrees that the Seller shall not indemnify the Purchaser in any way with respect to the subject Property. Title to the subject Property shall be conveyed to the Purchaser by a Quit -Claim Deed, with no representation or warranty of any kind, subject .to conditions, restrictions, easements, zoning and all limitations of record, if any. The provisions of this Paragraph 5 shallClosing termination of this Purchaser Agreement. 6. Purchaser's Representations. As a material inducement to Seller to enter into this Purchase Agreement,: Purchaser warrants and represents to and covenants with Seller that the following matters are true as of the Effective Date (as hereinafter defined), and that they will also be true as : of Closing Date. Purchaser agrees to indemnify and hold harmless Seller from any and: all claims, costs, judgments, damages, fees (including attorney's fees), repairs, or expenses incurred' as a result of any breach of any warranty and representation. Purchaser represents, warrants and covenants unto Seller and agrees with Seller as follows: �`"> The =execution, delivery and performance of this Purchase Agreement by Purchaser has been duly authorized, and no consent of any other person or entity to such execution, delivery and performance is required to render this document a valid and binding instrument enforceable in accordance with its terms. .(b) The. -Purchaser has the legal and financial capability of Closing this transaction pursuant to terms and conditions of the RFB and of this Purchase Agreement. (c) All information provided and representations made by Purchaser (Successful Bidder) in the above -described RFB and documents related thereto, is true and correct and incorporated herein by reference. The provisions of this Paragraph 6 shall survive the Closing or the earlier termination of this Agreement. 4 7. Default. An event of default shall be deemed to have occurred by either Party to this Purchase Agreement if such Party fails to observe or perform any covenant, condition or agreement of this Purchase Agreement, or breaches a representation contained herein, and such failure or breach continues for a period of ten (10) days after written notice specifying such default and requesting that it be remedied is sent to the defaulting Party by the non -defaulting party. If an event of default shall have occurred and shall continue, the non -defaulting Party shall be entitled to all remedies available at law or in equity, which may include, but not be limited to, the right to damages and/or specific performance. 8. Prorations. Seller is legally exempt from payment of real estate taxes, consequently there will be no prorations. 9. ClosinE Costs. The Purchaser shall be responsible for all costs relating to the closing of this transaction ("Closing Costs");, including without limitation (a) the recording cost of the Deed, (b) the cost of the `Survey (if obtained by Purchaser), (c) the cost of all abstracting, evidence of title, Title Commitment and the premium for the Title Policy_, obtained by Purchaser, (d) the cost of the rest of Purchaser's Due Diligence Investigations, (e) documentary stamp taxes, surtaxes and other transfer charges in connection with the recordation of the deed, (f) costs of curing any defects, (g) the costs in connection with any _curative instruments relating to any defects, (h) the Commission as hereinafterdefined, if any,and (i) Purchaser's legal fees. The Seller shalFbe responsible for payment of its own legal fees relating to Closing of this Transaction, 'except as provided for in Paragraph 5 of the Due Diligence Agreement by and between the -'Parties. 10.+ ,Closing. it is: mutually understood that the execution of this Purchase Agreement by Seller constitutes conditional acceptance and is subject to approval by the School Board of Miami -Dade County, Florida ("School Board") pursuant to the necessary vote at a duly called, regular School Board meeting. Notice of final School Board action shall be provided to Purchaser after the School Board meeting at which this matter is presented for approval. The Closing shall, at the option of Seller, be held at the office of the Miami -Dade County Public School Board Attorney, located at 1450 NE 2 Avenue, Suite 430`Miami, Florida 33132, commencing at 1:00 PM on June 30, 2010 ("Closing Date"), unless extended by mutual agreement of the Parties. At Closing, the following shall occur: (a) Seller shall execute and deliver to Purchaser the following documents with respect to the Property: (i) A Quit -Claim Deed ("Deed") subject to all conditions, easements, restrictions, zoning and limitations of record, if any; and (ii) a School Board Resolution authorizing the sale of subject Property. 5 (b) Purchaser shall deliver to Seller the Purchase Price in the manner set forth in this Purchase Agreement. (c) Seller and Purchaser shall each execute counterpart closing statements in a customary form together with such other documents as are reasonably necessary to consummate the Closing. (d) Both Parties shall pay their respective costs by wire transfer or by cashier's check drawn on a bank reasonably acceptable to the School ,Board Attorney. 11. Brokers. The Parties each represent and warrant to the other that the School Board shall have no responsibility for any real estate brokers, salesmen or finders involved in this transaction. Purchaser shall have -,the responsibiit of paying the authorized broker, if any, a commission pursuant to any separate agreement between Purchaser and authorized broker ("Commission"). If any other claim for a brokerage fee or commission in connection with this transaction is made by any broker, salesman or finder claiming to have dealt by, through or on behalf of one of the Parties hereto ("Indemnitor"), Indemnitor shall indemnify, defend and hold harmless the other Party hereunder ("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from and against anyand all liabilities, damages, claims, costs, fees and expenses whatsoever with respect to said claim for brokerage, to the limit of Section ....:......:. . 768.28, Florida Statutes. Notwithstanding the foregoing, each,, Party shall be responsible for its own attorney's fees and court costs through all trial' and all appellate levels relating to claims in accordance- with- this Paragraph. The provisions of this Paragraph shall survive the Closing and any cancellation or earlier termination of this Agreement. 12. Assignability. This Purchase Agreement may not be assigned. 13. Notices. Any notices required or permitted to be given under this Purchase Agreement shall be in writing and shall be deemed given if delivered by hand, sent by -recognized overnight courier (such as Federal Express), transmitted via email, facsimile transmission or mailed by certified or registered mail, return receipt requested, in a postage pre -paid envelope, and addressed as follows: If to Seller at: The School Board of Miami -Dade County, Florida 1450 N.E. 2"d Avenue, Suite 400 Miami, Florida 33132 Attention: Walter J. Harvey, Esq. Phone: (305) 995-1304 Fax: (305) 995-1412 6 with a copy to: If to Purchaser: With a copy to: The School Board of Miami -Dade County, Florida 1450 N.E. 2'd Avenue, Suite 525 Miami, Florida 33132 Attention: Ana Rijo-Conde, Planning Officer (305) 995-7285 phone (305) 995-4760 fax Notices personally delivered or sent by overnight courier shall be deemed given on the date of receipt, notices sent via email or facsimile'transmission shall be deemed given upon transmission, and notices sent via certified -mail in accordance with the,: foregoing shall be deemed given two (2) days following the date upon which they are deposited in the U.S. Mails. 14. Risk of Loss. If, prior to Closing, the Property or any material portion thereof is destroyed or damaged or taken by eminent domain,:Seller shall promptly notify Purchaser and Purchaser shall have the option of either: (i) canceling this Purchase Agreement by delivery of written notice to Seller, and_;both Parties shall be relieved of all further obligations under this Purchase Agreement; or (ii);:Purchaser may proceed with the Closing, whereupon ,Purchaser shall :be entitled to (and Seller shall assign to Purchaser all of Seller's interest in) all insurance and/or condemnation payments, awards and settlements applicable to the Property. In the event Purchaser elects option (ii) above in connection with casualty to the Property in which insurance proceeds are or will be paid and assigned to Purchaser,`' then Purchaser shall receive a credit against the Purchase Price foany insurance ded r:uctible that must be paid. 15. ; Miscellaneous. (a) This Purchase Agreement shall be construed and governed in accordance with ';laws >of the State of Florida and School Board Rules, and in the event of any litigation hereunder, the venue for any such litigation shall be in Miami -Dade County. All of the Parties to this Purchase Agreement have participated fully in the negotiation and preparation hereof and, accordingly, this Purchase Agreement shall not be more strictly construed against any one of the Parties hereto. (b) In the event any provision of this Purchase Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or construed as such authority 7 determines, and the remainder of this Purchase Agreement shall be construed to be in full force and effect. (c) In the event of any litigation between the Parties under this Purchase Agreement, each Party shall be responsible for its own attorney's fees and court costs through all trial and appellate levels. The provisions of this subparagraph shall survive the Closing and any termination or cancellation of this Purchase Agreement. (d) In construing this Purchase Agreement, tne singular shall be deemed to include the plural, the plural shall be deemed to include -the singular and the use of any gender shall include every other gender and all ,captions and paragraph headings shall be discarded. (e) The aforedescribed RFB and all of the attachments thereto, the Due Diligence Agreement and all of the attachments thereto, and all attabhments to this Purchase Agreement are incorporated herein and Made a part of this Purchase Agreement by reference. (f) This Purchase Agreement, the-TDue Diligence Agreement and all documentation relating to the aforedescribed RFB constitute the entire agreement by and between the Parties for the sale and purchase of the Property,.,and supersedes any other agreement or understanding of the Parties with respect to the -matters herein contained. This Purchase Agreement may not be changed, altered or modified except in writing signed by the Party against whom enforcement of such a;{change would be sought. This Purchase Agreement .shall ;be binding upon :the Parties hereto and their respective legal representatives and successors. (g) The term;"Effective Date" or such other similar term is the date on which the last of the Parties' initials"or:signs =this Purchase Agreement. Time is of the essence for.. all provisions o'f this Purchase Agreement. All time periods will be computed in calendar days (a "Calendar`Day" is every calendar day including Saturday, Sunday and national legal holida)is) However, if:any deadline falls on a Saturday, Sunday or national legalholiday, performance will be due the next business day. All time periods will end at 5:OOpm, Miami time, of the -appropriate day. This;=Purchase Agreement and any subsequent amendments hereto may be executed, in any ,number of counterparts, each of which, when executed, shall be deemed to be an :original, and all of which shall be deemed to be one and the same instrument. Facsimile transmission signatures shall be deemed original signatures. (i) The descriptive headings in this Purchase Agreement are for convenience only and shall not control nor affect the meaning nor the construction of any of the provisions of this Purchase Agreement. 8 (j) RADON GAS. Radon is a naturally occurring radioactive gas that, when it has 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 and radon testing may be obtained from your county health department. (k) ENERGY -EFFICIENCY RATING INFORMATION. Purchaser acknowledges that it has received a copy of The Florida Building Energy Efficienty Rating System Brochure as provided by the State of Florida, Department of Community Affairs, as required by Section 553.996, Florida Statutes. [THE REMAINDER OF THIS PAGE LEFT: INTENTIONALLY BLANK] 9 IN WITNESS WHEREOF, the Parties have executed this Purchase Agreement by their respective and duly authorized officers, the day on which the last of the Parties executes this Purchase Agreement. Signed, sealed and delivered PURCHASER: in the presence of: By: (Sel ler'•s Signature) Printed Name:' Title: Printed Address: Date SELLER: THE SCHOOL BOARD OF MIAMI- DADE? COUNTY, FLORIDA (Purchaser's Signature) Printed Name: Alberto M. Carvalho. Title: Superintendent of Schools Printed Address: 1450 NE 2 Avenue #912 Miami, Florida 33132 Date: TO THE BOARD: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Printed Name: Walter J. Harvey, Esq. Title: School Board Attorney Date: 10 Description of The Site: Location: Folio: Legal description: ATTACHMENT "A" 29 NW 13 Street, Miami, EL (Miami -Dade County) 01-3136-009-0420 Legal description to be determined _b,y the parties based on Survey,to"be ordered by Bidder certified to all parties to the; transaction. Subject to: All conditions, restrictions, easements, zoning and other limitations of record, if any. 11 SUMMARY APPRAISAL REPORT Prepared for Ms. Patricia Good Supervisor II - Planning, Design and Sustainability Miami -Dade County Public Schools Property Appraised Warehouse Building 29 NW 13th Street Miami, FL 33136 Date of Valuation February 22, 2010 Prepared by WARONKER & ROSEN, INC. 5730 S.W. "74th STREET, SUITE 200 SOUTH MIAMI, FLORIDA 33143 LEE H. WARONKER, MAI, SRA CARLOS DIEZ File # 6357 Waronker & Rosen, Inc. Real Estate Appraisers and Consultants 5730 S.W. 74th Street, Suite 200 South Miami, Florida 33143 Telephone (305) 665-8890 Lee H. Waronker, MAI, SRA Fax (305) 665-5188 Josh L. Rosen, MAI lee@waronkerandrosen.com www.waronkerandrosen.com josh@waronkerandrosen.com February 26, 2010 Ms. Patricia Good Supervisor II - Planning, Design and Sustainability Miami -Dade County Public Schools 1450 NE 2nd Avenue, Room 524 Miami, FL 33132 Re: Warehouse Building 29 NW 13th Street Miami, FL 33136 WRI File No. 6357 Dear Ms. Good: We have prepared a Summary Appraisal Report of the above referenced property for the purpose of estimating the market value of the fee simple interest as of February 22, 2010. The terms market value and fee simple interest are defined in the pages of this report. This report has been prepared based on the scope of the work which is detailed on the first page following this letter of transmittal. The reader of -the appraisal .is strongly advised to read the scope of work so as to understand the scope of this appraisal. This report is intended for use only by the client and intended users as noted herein. Use of this report by others is not intended by the appraiser. No one else, or any other entities, should rely on this appraisal other than those noted herein. The subject property is located at west side of NW Miami Court, between NW 13th and 14th Streets, in the city of Miami, Florida. The subject property is a one- story CBS warehouse building constructed in 1947. Total gross and rentable building area is 87,167 square feet. The adjusted size per the Miami -Dade County property appraiser is 89,291 square feet. The improvements are situated on a 121,447 square foot (2.79 acres) site. Zoning on this site is C-2, Liberal Commercial District by the city of Miami, Florida. Additional discussion of the building improvements and the site can be found within this appraisal report. Waronker & Rosen, Inc. -P Real Estate Appraisers & Consultants Page 1 Ms. Patricia Good, Supervisor II - Planning, Design and Sustainability Miami -Dade County Public Schools February 26, 2010 In order to prepare the analysis, we were supplied with: A. A boundary survey prepared by E. R. Brownell & Associates, Inc., dated May 10, 2006 B. Building diagrams prepared by Miami -Dade County Public Schools (F.I.S.H. drawings) Any deviation from the information supplied and assumptions used herein will likely result in a change of value. As a result of our investigation, it is our opinion that the market value of the fee simple interest as of February 22, 2010, is in the amount of THREE NIILLION DOLLARS ($3,000,000) It should be noted that the valuation herein does not include any furniture, fixtures or equipment necessary to operate any business, or businesses occupying the subject property. The valuation herein also does not include a value for any business entity, or entities occupying the subject property. On the following pages is the table of contents and scope of work followed by the certificate of value and _general assumptions and limiting conditions. It is advised that these items be reviewed so the reader has an understanding of the limitations of this -appraisal. Very truly yot};s, H. Waronker, MAI, SRA tate-Certified General Appraiser License No. RZ162 Carlos Diez State -Registered Trainee Appraiser License No. RI22873 Waronker & Rosen, Inc. 4 Real Estate Appraisers do Consultants Paget Table of Contents Title Page Letter of Transmittal 1 Table of Contents 2 Scope of Work 5 Certificate of Value 6 General Assumptions and Limiting Conditions 8 Introduction 10 Summary of Pertinent Data 11 Miami -Dade County Map 12 Plat Map 13 Aerial Photographs 14 Survey 15 Photographs of Subject Property 16 Qualifications of the Appraisers 26 Description, Analyses and Conclusion 30 Purpose of the Appraisal 31 Client, Intended Use and User of the Appraisal Report 31 Definition of Interest Being Appraised 31 Definition of Market Value 32 Location and Address 33 Legal Description 33 Owner of Record 33 History of the Subject Property 33 Site Data 34 Zoning 34 Flood Zone 35 Concurrency 35 Real Estate Assessment and Taxes 36 Description of Building Improvements 37 Description of Site Improvements 39 Neighborhood Overview 40 Supply and Demand 41 Reasonable Exposure Time 45 Typical Purchaser of the Subject Property 45 Highest and Best Use 46 Appraisal Process 47 Cost Approach 48 Waronker & Rosen, Inc. 4 Real Estate Appraisers & Consultants Page 3 Income Capitalization Approach 67 Sales Comparison Approach 86 Reconciliation of Value 103 Addenda Addendum A — County Area Description Addendum B — Flood Zone Map Waronker & Rosen, Inc. # Real Estate Appraisers & Consultants Page 4 Scope of Work The appraisal problem herein is to estimate the market value of the fee simple interest of the subject property. The approaches used herein are considered sufficient to develop credible assignment results in solving the appraisal problem. All appraisals begin by identifying the appraisal problem. Data on the subject property is derived from various sources including but not limited to the property owner, the county property appraiser's office, surveys and building plans. When possible, more than one source is utilized to confirm data. Within the appraisal the data source is acknowledged. Should plans or a building sketch be available, the measurements are confirmed for accuracy. Land size is based on surveys (when available), public records and recorded plats. Land measurements are not performed. Description of the improvements is based on visual inspection and/or plans. The age of the building is based on public records. Appraisers are not structural engineers and therefore cannot attest to the soundness of a structure. Noticeable potential problems such as stress cracks and water damages are noted, if evident. Comparable improved sales and rentals were inspected from the exterior with interior inspections completed when possible. All vacant land sales are inspected. Sale prices are from public records and are typically confirmed with a party to the transaction, i.e. buyer, seller, real estate agent, or closing attorney. Public records are investigated for mortgage information and terms. Research of comparables included, but was not limited to, using the following data sources: Real Estate Data Inc. (REDI) First American Real Estate Solutions Services (FARES) Newspaper clippings Board of Realtors' Multiple Listing Service Tri County Clippings Services (FREDI) National Multiple Listing Service Loopnet.com Real estate agents in the subject area are interviewed to supply up-to-date information of sales and listings. All information is analyzed in processing the appraisal reports and as support for the estimated value. The scope of work for this assignment has been described above and is to be typical for an assignment of the nature of the subject appraisal problem. Waronker & Rosen, Inc. •► Real Estate Appraisers & Consultants Page 5 Certificate of Value The undersigned does hereby certify that, to the best of my knowledge and belief: 1. The statements of fact contained in this appraisal report are true and correct. 2. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions and conclusions. 3. I have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. 4. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 5. My engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. My analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the following requirements. • The Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute Uniform Standards of Professional Appraisal Practice (USPAP) • The State of Florida requirements for state -certified appraisers • FIRREA of 1989 — Title XI and its updates • Office of the Comptroller of the Currency of the United States of America • Federal Deposit Insurance Corporation (FDIC) 8. I have complied with the USPAP Competency Rule. 9. This appraisal report sets forth all of the limiting conditions imposed by the terms of this assignment or by the undersigned affecting the analyses, opinions and conclusions contained in this report. 10. No one provided significant real property appraisal professional assistance to the person signing this report, unless specifically noted herein. 11. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. Additionally, it is subject to review by the state of Florida relating to review by the real estate appraisal subcommittee of the Florida Real Estate Commission. Waronker & Rosen, Inc. -0 Real Estate Appraisers & Consultants Page 6 12. As of the date of this report Lee H. Waronker, MAI, SRA has completed the continuing education program of the Appraisal In$titute. 13. I, Lee H. Waronker, MAI, SRA have made a personal inspection of the property that is the subject of this report. 14. I, Carlos Diez have made a personal inspection of the property that is the subject of this report. 15. The..estimated market value of the .fee simple interest as of February 22, 2010, is in the amount of..$2,90Q,000. 16. It should be noted that the valuation herein does not include any furniture, fixtures or equipment necessary to operate any business, or businesses occupying the subject property. The valuation -herein does not include a value for any business entity, or entities occupying the subject property. 17. Any .use (purported, attempted, actual or otherwise) of the "replacement costs" or "insurable value" calculations contained in this appraisal by the client, property owner, their designees, assignees or agents for purposes of binding or obtaining insurance for the appraised property is strictly prohibited. Said information is not furnished for that'reason and cannot be used for that purpose. It is strongly suggested that a licensed general contractor be engaged to calculate the insurable value of the appraised property for insurance -purposes. 18. I have not performed.a previous appraisal of the subject property within the three years prior to this .assignment. H. aronker, MAI, SRA tate-Certlfied General Appraiser License No. RZ162 Carlos Diez State -Registered Trainee Appraiser License No. RI22873 Date of Report February 26, 2010 Waronker & Rosen, Inc. -0 Real Estate Appraisers & Consultants Page 7 APPRAISAL OF THE MIANII SKILLS CENTER/RICHARDS WAREHOUSE PROPERTY LOCATED AT 29 N.W. 13 STREET MIAMI, FLORIDA Prepared For Miami -Dade County Public Schools 1450 N.E. 2 Avenue, Room 525 Miami, Florida 33131 Prepared By Investors Research Associates, Inc. 5730 S.W. 74 Street, Suite 100 South Miami, Florida 33143 Date of Value February 16, 2010 1 10-2032 Investors research auaciator.inc. -6730• sw. 74 sheet'sutte 100 south mlarrti, tlarida;33a43-5381 telephone 305-665 407 tax 305-665-4921 February 27, 2010 Fernando Albuerne District Director Planning, Design and Substainability Miami -Dade County Public Schools 1450 N.E. 2 Avenue Miami, Florida 33132 real estate consultants and appraisers licensed real estate.ixoker �A. Re: The Miami Skills Center/Richards warehouse property located at 29 N.W. 13 Street, Miami Dear Mr. Albueme: The attached self contained appraisal of the above referenced property is being submitted according to your request:This 'report contains the -results of investigations and analyses made in order to furnish estimates of the market value of the property described in this report under two scenarios: 1). as improved and 2) as if vacant. This appraisal is intended to comply with the following: the Uniform Standards of Professional Appraisal Practice (USPAP), as adopted by the Appraisal Standards Board of the Appraisal Foundation; the requirements of the Real Estate Appraisal Board of the State of Florida; and the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute A Summary of Facts and Conclusions is provided in the front of the report and a Certificate of Value appears in the final section. Respectfully submitted, Edward N. MAI C.railf awed by dN - pl: antdrrd N. Vrkw, MAL MAI eNbrSflOe ,o� oo Parker u.��L / D.Ir2DIDDlD1162551OiD0 Edward N. Parker, MAI State Certified General Real Estate Appraiser #RZ144 2 10-2032 TABLE OF CONTENTS TABLE OF CONTENTS 3 I. SUMMARY OF FACTS AND CONCLUSIONS 5 II. THE ASSIGNMENT 6 A. Identification of the Property 6 B. Purpose and Scope of the Assignment 6 C. Definition of Market Value 7 D. Property Rights Appraised 7 E. Intended Use of the Appraisal 8 F. Intended User 8 G. Effective Date of Appraisal 8 H. Date of Inspection 8 I. Appraiser 8 III. ECONOMIC PERSPECTIVE 9 A. Miami -Dade County Overview 9 B. The Neighborhood 13 C. Miami -Dade County Industrial Market 14 III. Description of the Property 26 A. Ownership and History of the Property 26 B. Location and Access 26 C. Description of the Site 26 D. Description of Building Improvements 27 E. Zoning 29 F. Assessment and Taxes 30 IV. ANALYSIS OF DATA AND CONLCUSION 31 A. Highest and Best Use 31 B. Methodology 32 C. Value as If Vacant 32 D. Value As Improved 43 V. ASSUMPTIONS AND LIMITING CONDITIONS 72 VI. CERTIFICATION 74 VII. QUALIFICATIONS 75 ADDENDA 3 10-2032 MIA 4 10- 032 I. SUMMARY OF FACTS AND CONCLUSIONS The Assignment: Property Location: Current Ownership: Property Description: Assessment and Taxes Zoning: Highest and Best Use: Value Conclusion As If Vacant: Value Indications As Improved: Sales Comparison Approach: Income Capitalization Approach: Value Conclusion As Improved: Effective Date of Valuation: Appraisers: To estimate the market value of the property described herein as improved and as if vacant. 29 N.W. 13 Street, Miami, Florida School Board of Miami -Dade County The subject site is a 2.79-acre parcel fronting on three local streets as well as I-395. It is improved with a dock height warehouse that was built in 1947 and is now 63 years old. The CBS building contains 89,291 square feet and is in good condition for its age. 2009 Assessment: Land Value: Building Value: Total Value: $1,518,088 $1,641,127 $3,159,215 2009 Taxes: $72,637 (assuming private ownership) C-2, Liberal Commercial Continued warehouse use as improved $2,430,000 $2,900,000 $2,365,000 $2,800,000 February 16, 2010 Edward N. Parker, MAI 5 10-2032 Miami -Dade My Home Pa,,e 1 of My Home tam •.de •o Show Me: Property Information Search By: Select Item ® Text only Property Appraiser Tax Estimator Ea Property Aooraiser Tax Comoarison Summary Details: Folio No.: Property: 01-3136-009-0420 29 NW 13 ST Mailing Address: SCHOOL BOARD OF MIAMI- DADE COUNTY 1450 NE 2 AVE MIAMI FL 33132-1308 Property Information: Primary Zone: 6600 LIBERAL COMMERCIAL CLUC: 0048 BPI Beds/Baths: 0/0 Floors: 1 Living Units: 0 Adj Sq Footage: 89,291 Lot Size: 2.78 ACRES Year Built: 1947 ALICE BALDWIN ET AL SUB PB B-87 & PB 6-43 ALL BLK 4 & STRIP BET Legal BLK 4 PB 6-43 & FEC Description: RIW & STRIP BET LOTS 1-8 & LOTS 9-16 LESS BEG 37.53FTW OF SE COR LOT 9 Assessment Information: ACTIVE TOOL SELECT Year: 2009 2008 Land Value: $1.518.08E41,518,088 Building Value: $1,641.12T$1,698,299 Market Value: $3.159.21553,216,387 Assessed Value: $3,159,21553,216.387 Taxable Value Information: Year. 2009 2008 - Applied Applied Taxing Authority: Exemption/ Taxable Exemption/ Taxable Value: Value: Regional. 53,159,215/ $0 $3,216,387/ $0 County $3,159,215/ $0 $3,216,387/ $0 53,216,387/ City: S0 $0 $0 School Board: $3'159,215/ $0 $3,216,387/ $0 Sale Information: Sale Date: 11/1972 Sale Amount: $890,000 Sale O/R: Sales Qualification Sales which are qualified Description: View Additional Sales Digital Orthophotography - 2007 My Home I Property Information 1 Property Taxes I My Neighborhood I Property Appraiser 0 Home I Using Our Site Phone Director/ I Privacy I Disclaimer 140 it If you experience technical difficulties Nith the Property Information application, or wish to send us your comments, questions or suggestions please email us at Webmaster. Web Site 2002 Miami -Dade County. All rights reserved. MIAMI•DADE Legend Property N Boundary Selected Property Street #./ Highway Miami -Dade County . Water W+ http://gisims2.miamidade.gov/myhome/propmap.asp 5/12/2010 39. _ AUTHORIZE CRA EXECUTIVE DIRECTOR TO ENTER INTO JOINT PARTICIPATION AGREEMENT WITH MIAMI DADE COUNTY SCHOOL BOARD FOR. JOINT USE AND .RE -DEVELOPMENT .OF MIAMI SKILLS CENTER AS PROJECT SITE. FOR CULTURE AND TECHNOLOGY CENTER. Chairman Teele: On item number 9, is there any need to discuss the item? Board Member Sanchez: Budgetary impact? Chairman Teele: There is no budgetary impact, at this point. The idea is, it should be not to enter into an agreement, but to develop an agreement. And I think that the word "enter agreement" may be a little bit overstated. The School Board has passed a resolution, 30 days ago, authorizing the Executive Director to sit down -- the Superintendent of the schools to meet with Ms. Lewis, and to develop an agreement around the old Miami Skills Center. And just so that it's very clear -- and I want to make this just very brief -- the Skills Center has been abandoned, and we're not talking about skills center like the other item that was on the agenda. We're talking about a performing arts, oriented, technology and skill center that would have set preparation, electronic issues, lighting, sound stage, and trying to present a workforce that is able to respond to the opportunities, as well as the challenges, of the Performing Arts Center. The School Board is prepared to give to the CRA (Community Redevelopment Agency), for one dollar ($1), the rights to the entire Skills Center area, subject to a reversion, at some point in time, for the purpose of designing a culture component that would be very, very consistent with what is going on directly in front of -- across the street. Is Mr. Rodriguez here? He left? And Mr. Rodriguez is also, I understand, very enthusiastic about the concept of trying to train people limited -- in a very limited area under the articulation agreement, to things related to culture and the Performing Arts Center, and the kinds of unique opportunities that are going to be created for sound techs, lighting techs, set preparation people, et cetera. And I want to underscore to the community, in light of the paved discussion, this will not be a traditional vocational training area. And anything that we do must be very sensitive to that issue, that this would be solely limited to culture, and that's what the School Board has agreed to. Board Member Sanchez: Move to direct the Executive Director to enter an agreement to come back for final approval to the CRA, that must have project certain, time certain, and cost certain. Vice Chairman Winton: Second. But a point of -- Board Member Gonzalez: Second. Chairman Teele: Discussion. Board Member Gonzalez: Discussion. Vice Chairman Winton: I would suggest that with this, that we do form a committee of local activists there, which would include Eugene Rodriguez, to help make sure that the development of this site and the use of this site, where -- so that everybody's singing from the same sheet of music, and we don't get one sheet over here and another sheet over here. 56 June 27, 2002 Chairman Teele: I couldn't agree with you more. 1 think that's very important. And I would think, Ms. Lewis, that as a part of that articulation agreement, there should be a requirement that is amending this. I would take that as an amendment to the motion, if you would accept it. Vice Chairman Winton: Yes. Yes, please. Chairman Teele: Requiring that there be a community articulation or advisory group that will oversee the kinds of activities and training that would go on there. Board Member Sanchez: The maker of the motion accepts the amendment. Chairman Teele: The other thing -- it's all in the background. The only thing that I would offer for full disclosure is that the School Board would also like for us to incorporate this, as a part of an office complex, for their entire vocational areas that would, in fact, be available, not for training, but just for office space, et cetera. Again, what we need are high quality people in the area. We need the kinds of, you know -- Vice Chairman Winton: With disposable income. Chairman Teele: With disposable income -- to use our restaurants and use the kinds of things that we're looking at there. Right now, they're all over the community, all over Dade County, and they see this as a way to do it. They've got the money, Johnny -- Commissioner, to pay a rental -- a substantial market rental. They just don't have the dollars to work through this whole process. Vice Chairman Winton: This could be a -- Chairman Teele: All right. Vice Chairman Winton: Call the question. Chairman Teele: All those in -- as amended, all those in favor, say "aye." The Board Members (Collectively): Aye. Chairman Teele: All opposed? 57 June 27, 2002 The following resolution was introduced by Board Member Sanchez, who moved for its adoption: RESOLUTION NO. OMNI 02-54 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OMNI COMMUNITY REDEVELOPMENT AGENCY (CRA) AUTHORIZING THE CRA EXECUTIVE DIRECTOR TO ENTER INTO A JOINT PARTICIPATION AGREEMENT WITH MIAMI DADE COUNTY SCHOOL BOARD FOR THE JOINT USE AND RE -DEVELOPMENT OF THE MIAMI SKILLS CENTER AS THE PROJECT SITE FOR THE CULTURE AND TECHNOLOGY CENTER. (Here follows body of resolution, omitted here and on file in the Office of the City Clerk.) Upon being seconded by Vice Chairman Winton, the resolution was passed and adopted by the following vote: AYES: Chairman Arthur E. Teele, Jr. Vice Chairman Johnny L. Winton Board Member Angel Gonzalez Board Member Tomas Regalado Board Member Joe Sanchez NAYS: None. ABSENT: None. 58 June 27, 2002 giving our students the world February 6, 2003 Ms. Chelsa M. Arscott-Douglas Policy and Program Development Administrator City of Miami Community Redevelopment Agency 300 Biscayne Blvd. Way, Suite 309 Miami, Florida 33131 Miami -Dade County School Board Dr. Michael M. Krop, Chair Dr. Robert B. Ingram, Vice Chair Agustin J. Barrera Frank J. Bolanos Frank J. Cobo Perla Tabares Hantman Betsy H. Kaplan Dr. Marta Perez Dr. Solomon C. Stinson Superintendent of Schools Merrett R. Stierheim Re: PROPOSED COLLABORATIVE EFFORT BETWEEN THE SCHOOL BOARD AND THE CITY OF MIAMI COMMUNITY REDEVELOPMENT AGENCY FOR REDEVELOPMENT AND JOINT -USE OF THE MIAMI SKILL CENTER Dear Ms. Arscott-Douglas: Please be advised that School District staff has reviewed the Preliminary Programming Concept report submitted by the City of Miami Community Redevelopment Agency (CRA) for the potential redevelopment and joint -use of the Miami Skill Center as a media arts support facility and culture/technology center. In turn and to assist you with your preliminary budget analysis, we have attached our educational specifications, furniture, fixtures, and equipment lists. According to Ms. Carol Renick, Administrative Director, Office of Adult/Vocational Education, please note that workforce education is performance -base funded and must be designed so that program or occupational points can be attained and job placements occur. Without it the programs could not continue to be offered. One of the ways the CRA could assist in this endeavor would be by providing paid internships to those who successfully complete the programs. After you have had an opportunity to review the enclosed materials, please advise as to how you would like to proceed. In the interim, if you have any questions or need additional information, I may be reached at (305) 995-7287 or Vvillaamil(a�facil.dade.k12.fl.us. Sincerely, ivian Supervisor VGV:Ihh L-829 Attachments Cc: Ms. Ana Rijo-Conde Ms. Carol Renick IMr Neko Cx@rahtAlt School Board Administration Building • 1450 N.E. 2nd Avenue • Miami, Florida 33132 305-995-1430 • FAX 305-995-1488 • www.dadeschools.net giving our students the world District Director Ana Rijo-Conde April 24, 2002 Ms. Annette E. Lewis, Acting Executive Director City of Miami Community Redevelopment Agency 300 Biscayne Boulevard Way Suite 430 Miami, Florida 33131 ftliarri-Dada County School Board Perla Tabares Hantman, Chair Dr. Michael M. Krop, Vice Chair Frank J. Bolanos Frank J. Cobo Dr. Robert B. Ingram Betsy H. Kaplan Manty Sabates Morse Dr. Marta Perez Dr. Solomon C. Stinson Superintendent of Schools Merrett R. Stierheim RE: PROPOSED COLLABORATIVE EFFORT BETWEEN THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA AND THE CITY OF MIAMI COMMUNITY REDEVELOPMENT AGENCY FOR REDEVELOPMENT AND JOINT -USE OF THE MIAMI SKILLS CENTER Dear Ms. Lewis; At its meeting of April 17, 2002, The School Board of Miami -Dade County, Florida (Board) formally authorized that Board staff explore a possible collaborative effort with the City of Miami Community Redevelopment Agency (CRA) for redevelopment and joint -use of the Miami Skills Center (Center). The authorization also directed that Board staff report findings from subsequent discussions, meetings, and/or proposals with CRA representatives and present recommendations for Board consideration relative to the final disposition of the Center. As you are aware, the Center is located within the City of Miami at 50 N.W. 14th Street. The Center is sited on a 2.79-acre parcel and is improved with a building consisting of approximately 95,500 square feet. As you may recall during preliminary discussions with Board staff on March 12, 2002, City of Miami Commissioner and CRA board member Mr. Arthur Teele, Jr. outlined a general proposal that would include the following: The Board would convey the Center to the CRA for a nominal fee with a 30-year reversion clause; 4 The CRA would retrofit the entire building at no cost to the Board; The CRA would make available to the Board a portion of the Center for use as a skills center and administrative offices; and Governmental Affairs and Land Use Policy and Acquisition • 1450 N.E. 2nd Avenue, Suite 525 • Miami, Florida 33132 305-995-7280 • FAX 305-995-7295 • www.facil.dade.k12.fLus Ms. Annette E. Lewis April 24, 2002 Page Two • The Board and the CRA would jointly develop an articulation agreement that would identify and define details of the programmatic partnership that will focus on skills training and development. In an effort to explore possible collaborative efforts with the CRA for redevelopment and joint -use of the Center, please forward a detailed proposal to my attention. The proposal will serve as the basis for development of an articulation agreement and should include, but not be limited to, proposed square footage for use by the Board and a proposed timeline. Should you have any further questions, I may be reached at (305) 995-7486. Sincerely, ith A. Carswell Supervisor II KAC:Ihh L#008 Cc: Ms. Suzanne A. Marshall, Chief Facilities Officer (Construction) Mr. Joseph Mathos, Assistant Superintendent, AdultNocational & Alternative Education Mr. Delio G. Diaz, Assistant Chief, Facilities Support Services Ms. Ana Rijo-Conde, District Director, Governmental Affairs and Land Use Policy and Acquisition Mr. Fernando Albuerne, Director, Department of Site Acquisition and Leasing Mr. Arthur Teele, Jr., Miami City Commissioner Office of Superintendent of Schools March 25, 2002 Board Meeting of April 17, 2002 Business Operations Joe Arriola, Chief Business Officer SUBJECT: AUTHORIZATION TO EXPLORE THE FEASIBILITY OF A COLLABORATIVE EFFORT BETWEEN THE CITY OF MIAMI'S COMMUNITY REDEVELOPMENT AGENCY (CRA) AND THE SCHOOL BOARD FOR DEVELOPMENT AND JOINT USE OF THE BOARD - OWNED PROPERTY LOCATED AT 29 NW 13TH STREET Background On March 12, 2002, City of Miami Commissioner Arthur Teele met with School District staff to discuss the Community Redevelopment Agency's (CRA) interest in exploring the feasibility of a collaborative effort between the CRA and the School Board (Board) to develop and jointly use the Board -owned property (Board property), located at 29 NW 13th Street, and commonly referred to as the Miami Skills Center. The Board property, which consists of a 2.79-acre site and an approximate 95,500 square -foot building, is located within the City of Miami's Omni Community Redevelopment Area (Area) and is presently being used exclusively as a storage and distribution warehouse for the School District. The Miami Skills Center, which previously occupied approximately 29,000 square feet of the total building space, has vacated that space due to building related deficiencies and temporarily relocated to 1550 North Miami Avenue. It should be noted that the creation and operation of CRAs is expressly authorized by state law under Sections 163.330-163.450, F.S. Under state law, a CRA operates independently of the local governing body and has its own executive board, although that board and the local elected governing body (council or commission) may share the same membership, as is the case with the City of Miami's CRA. The CRA legislation also authorizes CRA's to issue bonds to finance redevelopment activities within a designated Area, and to pledge all incremental ad valorem tax increases resulting from the redevelopment activities as a revenue stream to pay down on the bond indebtedness. This financing mechanism is known as Tax Increment Financing (TIF). Additional Information The CRA has targeted the Area for redevelopment as a cultural and technology hub with a strong film production component. The CRA's goal is to encourage the cluster of uses and activities, which promote the film industry and create a business incubator for related and supporting business ventures. Additionally, to facilitate the- Area's redevelopment, the City of Miami has established a zoning overlay district as a tool for expediting land use and zoning approvals. The Board property is strategically located in the Area, which encompasses all land between 1-395 and NW 21 St Street, and between the railroad tracks and Biscayne Bay. The CRA's goal to promote the growth of business technologies that are key to the local Page 1 of 3 E-3 economy's continued growth and the Board's goal to provide instructional choices for skill development, would seem to support exploring in further detail the CRA's proposal for a collaborative effort. At his meeting with School District staff, Commissioner Teele noted the following: 1. The CRA's executive board is expected to meet on March 25, 2002, at which time it will consider a resolution that supports a collaborative effort with the Board for the Board property; 2. Preliminarily, the CRA sketched out a collaborative effort under which the Board would convey the Board property to the CRA for a nominal fee with a 30-year reversion clause, and the CRA would retrofit the entire building at no cost to the Board, and make available a portion of the building to the School District at no cost, for use as a skills center and administrative space as needed; 3. The CRA and the Board would develop an articulation agreement specifically identifying and defining the details of a programmatic partnership, focusing primarily on skills development and training. Conclusion At this point, conceptually, the CRA's proposal appears to merit further research. If the Board concurs, then District staff will undertake the following steps: 1. Meet with the CRA staff to better define the CRA's proposal and to review it in the context of applicable state law and board rules, as it pertains to disposition of real property; 2. Perform a cost -benefit analysis of the CRA's proposal from the perspective of the School District's facilities and programmatic needs; 3. Present to the Board for final consideration and action, the results of this research along with appropriate recommendations. Page 2 of 3 RECOMMENDED: That The School Board of Miami -Dade County, Florida, authorize the Superintendent to: JA:arc 1. further explore a possible collaborative effort with the City of Miami's CRA for the redevelopment and joint use of the Board -owned property at 29 NW 13`h Street; and 2. report back to the Board with findings and recommendations for the Board's consideration and final action. Page 3 of 3 program validation and Scope of Work Definition for 47-"' Miami -Dade County Public Schools THE REMODELING OF RECEIVED APR 1 3 2002 CITY OF MIAMI CRA Miami Skills Center PROJECT NUMBER: BB 0583 August 15, 2001 Revised November 13, 2001 BROWN ARCHITECTS Brown + Brown Architects 7100 S.W. 99 Avenue - Suite. 201 Miami, FL 33173 Telphone No.: (305) 273-7460 Fax. No.: (305) 273-7467 1.0 Executive Summary The purpose of this report is to define the scope of remodeling work to be imple- mented at Miami Skills Center, located at 50 NW 14th St., Miami, Florida. This report outlines the design process employed in developing the program and schematic layout for the Miami Skills Center (MSC). This report also incorpo- rates a Facilities List, a preliminary estimate of construction costs, altemative phasing plans, approved schematic plans, and support materials. The information for this report and for program development was gathered through a series of meetings with Mr. Clifton Lewis, Ms Carol Halasz, Mr. Norbert Madison, Mr:Mohamed Dodo, Mr. Will Rollins, Mr. Robert Gornto and others. Final program meetings were held with the inclusion of Mr. Carlos Hevia, Mr. Victor Alonso, and Mr. Frank Fitzgerald providing additional input and direction. PROGRAM VALIDATION AND SCOPE OF WORK DEFINRION FOR MIAMI SKILLS CENTER - eo NW uTH ST MIAMI (----"A PN BB 0583 BROWN + BROWN ARCHITECTS - noo SW ++ Ave MIAMI FL min - (5.0V nl-Nw \ , Background 3.1 Collocated with the Richards Warehouse at 50 NW 14th Street, the Miami Skills Center was originally placed at the northeast comer of this existing structure. The facility was adapted to fit a `warehouse type' space and to provide vocational education services to the surrounding community. The ensuing layout suffered from problems based on split-level floor conditions; an aging electrical system put together on a piecemeal basis; area separation; life safety concerns, sub standard construction; and substandard mechanical systems. Various attempts were made to address some of these issues; particularly that of accessibility. However, these attempts were futile in achieving systems integra- tion and code compliance at a reasonable cost. A conclusion was reached that upgrading the Facility could only be accomplished by gutting the existing interior construction and developing a new plan of action. Given the MSC strategic location in downtown Miami, and the role the Skills Center plays in its surrounding community, a decision was made to gut the building and start with a fresh approach. Thus a demolition plan was developed and the Miami Skills Center was gutted. With the benefit of an empty shell to work with, development of a new program definition for this facility ensued and is now incorporated and documented in this report. It is the objective of this Program Validation Report to guide development and remodeling of the Miami Skills Center as an up-to-date, safe, functional, well - integrated and accessible facility. PROGRAM VALIDATION AND SCOPE OF WORK DEFINITION FOR MIAMI SKILLS CENTER - w NW i4TH ST. MIAMI \ 8 PN BB 0583 BROWN + BROWN ARCHITECTS - 7100 SW » Avt MIAMI. FL sirs - I50sln3-71bo 3.2 Preliminary Analysis Considering an empty shell of a structure as the basis for remodeling work, a new Building Analysis was conducted. It is this analysis of the existing facility's physical condition and its impact on three major design parameters that further defined the Scope of Work for this project. These parameters are documented as follows: 1. Facility needs and program adaptation 2. Accessibility needs - adapting to split level floor conditions 3. Parking needs PROGRAM VALIDATION AND SCOPE OF WORK DEFINITION FOR MIAMI SKILLS CENTER - so NW uTH ST MIAMI PN BB 0583 BROWN + BROWN ARCHITECTS-7100 SW se AVE ML&ML FL ssin - (100 73-»a0 7 3.2.1 Building Analysis BUILDING CONDITION Based on various structural reports and numerous site visits, the current condi- tion of the Miami Skills Center (MSC) structure can be summarized as follows: ROOF The MSC shares the same roof deck and roofing system with the Richards Warehouse. This roof was EFCO approved and built in 1997. The new modified bitumen roof is still under warranty and in good condition. On a different lower plane is the roof of the south -end addition, which is isolated from the main roof by the parapet and exterior masonry wall of the Richards Warehouse. EXTERIOR WALLS The MSC perimeter walls is comprised of a stucco finished masonry wall with window and door openings slated for replacement or removal. These masonry walls do not meet lateral reinforcement code requirements, and will require upgrading based on a new wall opening layout. INTERIOR STRUCTURE The interior structure features a concrete floor structure topped by a steel roof structure. The structure is in sound condition with the exception of deficiencies in wind uplift requirements on the roof structure. SPLIT LEVEL FLOOR CONDITION Because of its original use as a warehouse space, elevated floor areas remain above the main floor of the MSC. These elevated floors are a major impediment to accessibility. See below for floor level adaptation. FACILITY SEPARATION Based on previous inspections, there are gaps in the integrity of the three-hour rated wall separating the MSC and Richards Warehouse. This item will have to be addressed with the new work. SOUTH END ADDITION The south -end addition is a Tower -height masonry structure attached to the PROGRAM VALIDATION AND SCOPE OF WORK DEFINITION FOR MIAMI SKILLS CENTER - so NW uTH ST MIAMI �, PN BB 0583 BROWN + BROWN ARO-IFTECTS - noo SW gro AVE Men MIAMI. FL &sin - I osl r744o Building Analysis (cont.) exterior masonry wall of the MSC and Richards Warehouse. The existing wood joists structure and wood deck do not meet uplift and other code requirements. It is our view that the cost of upgrading this structure will exceed the cost of replacement. CONCLUSION It is the intention of the new work to keep and maintain the integrity of the exist- ing roof with little modification. Structural reinforcement work will be required for the perimeter masonry walls based on the new opening layout. Wind uplift reinforcement will also be required for the steel roof structure. This work can be implemented from inside the structural shell. Also required is replacement of a few roof deck panels, which were found damaged after the demolition was completed. Based on these findings and the needs of the MSC, the south -end addition is being removed, replaced with a new 65-cars parking lot. PROGRAM VALIDATION AND SCOPE OF WORK DEF]NITION FOR MIAMI SKILLS CENTER - so NW kTH ST. MIAMI PN BB 0583 BROWN + BROWN ARC-H T-ECTS - 7100 SW 19 AVE MIAMI . FL 3tT3 - 13051 nr746O \ , 1 3.2.2 Design Parameters Based on our assessment of the existing structure, further definition of the Scope of Work was based on the physical condition of the facility and its impact on three major design parameters: 1. MSC facility needs and program adapta- tion, 2. Building Accessibility, 3. Parking needs. 1. MSC facility needs and program adaptation Based on preliminary facilities lists, sketches, and discussions with Mr. Clifton Lewis, conceptual plans were developed to determine how much of a program could be fitted within the now empty shell of the MSC. Eventually, scaled CAD drawings were developed and approved; these drawings are attached herewith. 2. Building Accessibility Because of the split floor level conditions described above, access within the 2 story bays of the MSC has been severely limited. Also because of this limitation, shop areas are separated from the main 2 story bay areas. In previous attempts to establish accessibility, the use of ramps and lifts proved too cumbersome and expensive, while taking up significance floor space. In later analysis, a decision was made to lower selected elevated floor areas flush with the main (street floor) level of the MSC. This we feel is a more effective and functional solution to this problem, and it also allows for a new single -level corridor connection between the parking lot and the main 2-story bay MSC area. 3. Parking Needs Currently there are no parking facilities being provided for MSC. An empty lot, across from Miami Court is now being used for parking on a temporary basis. This lot is not MDCPS property, nor there is a lease agreement that allows its use by the MSC staff and students. Based on three options presented concerning the development of the south -end addition, it was decided on July 30, 2001 (see appendix - minutes) to replace the addition with a new 65-cars parking lot. While this lot may not meet student parking needs, it will meet staff and visitor parking needs while providing for accessible parking. This decision was based on the dire need of parking space and the poor physical condition of the addition, its type of construction, code deficien- cies, and poor prospects for utilization. PROGRAM VALIDATION AND SCOPE OF WORK DEFlNTTION FOR MIAMI SKILLS CENTER - so NW uTH ST MIAMI PN BB 0583 BROWN + BROWN ARCHTTECTS - noo SW » AVE M,AMi FL min - Isosi v1-uao 12, 3.2.4 Scope of Work Based on the previous analysis, earlier conceptual studies, and decisions made at the committee level, the following is the proposed Scope of Work for the Remodeling of Miami Skills Center: 1. Remove existing south -end addition 2. Provide new 65-cars parking lot, which is to incorporate area previ- ously occupied by south end addition. 3. As per attached plan, remodel two-story bay area at northeast comer of site to accommodate new program for MSC, The work will include (not all inclusive) the following: a. Replace or remove exterior doors and windows as per approved layout b. Reinforce masonry perimeter walls as per approved layout c. Lower elevated floor slabs as per attached plans, flush with street - level floor elevation. d. Provide new interior spaces as per attached plans conforming to current code and accessibility provisions. Provide Type IV con- struction. e. Provide 25,000 Ibs capacity hydraulic elevator with optional padding. f. Integrate existing sprinkler system and adapt to new layout. g. Reinforce roof structure as required. h. Provide new mechanical and electrical systems. i. Provide and maintain 3 hr. fire wall separation as required by new layout and to remedy current deficiencies. 4. Remodel Dock -Corridor area to include the following: a. Replace or remove exterior doors and windows as per approved layout. b. Reinforce masonry perimeter walls as per approved layout. c. Lower elevated floor slab, as per attached plans, flush with street - level floor elevation. d. Provide new rated corridor and interior spaces as per attached plans conforming to current code and accessibility provisions. Provide Type IV construction. Spaces in this area are to be programmed. e. Integrate existing sprinkler system and adapt to new layout. f. Provide new mechanical and electrical systems. g. Reinforce roof structure as required. h. Provide and maintain 3 hr. fire wall separation as required by new layout and to remedy current deficiencies PROGRAM VALIDATION AND SCOPE OF WORK DEFINfT7ON FOR MIAMI SKILLS CENTER - so NW uTN ST MIAMI `16 1 PN BB 0583 BROWN + BROWN ARCHITECTS-nooSW 19 AVE MIAMI FL min - I c5)n3- O Preliminary Estimate 4.0 PROGRAM VALIDATION AND SCOPE OF WORK DEFINITION FOR MIAMI SKILLS CENTER - so NW uTH ST. MIAMI 7 PN, BB 0583 BROWN + BROWN ARCHITECTS - 7100 SW 99 AVE MIAMI. FL 331n - l3os1»rxa0 / MIAMI SKILLS CENTER - Remodeling and Development Options Preliminary Estimates -Programming Phase PN: 8130583 10/4/2001 TWO STORY BAYS REMODELING - NE CORNER SITE AREA DEVELOPMENT Window Removal, Patching & Reinforcing Stair & Misc. Demo Fire Rate Tenant Separation Wall (upgrade) Window Replacement Elevator Int Remodeling 1st Floor Int Remodeling 2nd Floor Area/Untts Units Unit Price 1 LS 1 LS 1 LS 700 SF 1 EA 9,257 SF 6,000 SF Cost 50,000 6,000 15,000 38 26,600 45,125 45,125 60 555,420 60 360,000 Construction Costs 1,058,145 Structural Reinforcement (5% of 2nd floor const. cost allowance) 18,000 Subtotal 1,076,145 General Conditions 10% 107,615 Direct Project Costs OH/Profit/Bond 18% Owner Contingency 5% of Direct Cost Total Construction Phase Cost 1,183,760 213,077 59,188 1,456,024 South End additon removal - Provide 65 cars parking lot Remove existing additon structure Provide 65 cars parking lot Construction Costs General Conditions 10% Direct Project Costs OH/Profit/Bond 18% Owner Contingency 5% Total Construction Phase Cost Area/Units Units Unit Price 1 LS 65 EA Brown Brown Architects 7100 SW 99 Avenue - Miami, FL 33173 (305) 273-7460 ph - (305) 273-7467 fax 22,000 1,500 Cost 22,000 97,500 119,500 11,950 131,450 23,661 6,573 161,684 MIAMI SKILLS CENTER - Remodeling and Development Options Preliminary Estimates -Programming Phase PN: BB0583 10/4/2001 Internal Corridor and Space Development Internal Corridor Development 3,680 SF Construction Costs Structural Reinforcement (5% of const. cost allowance) Subtotal General Conditions 10% Direct Project Costs OH/Profit/Bond 18% Owner Contingency 5% Total Construction Phase Cost 60 220,800 220,800 11,040 231,840 23,184 255,024 45,904 12,751 313,680 COMPLETE PROJECT PACKAGE Phase Two -Story Bay Remodeling Provide 65 cars parking lot Internal Corridor Development TOTALESTIMATED COST OF CONSTRUCTION SUBTOTAL TOTAL ESTIMATED PROJECT COST Brown Brown Architects 7100 SW 99 Avenue - Miami, FL 33173 (305) 273-7460 ph - (305) 273-7467 tax Cost 1,456,024 161,684 313,680 $ 1,931,387 $ 1,931,387 $ 1,931,387 5.0 Schematic Plans PROGRAM VALIDATION AND SCOPE OF WORK DEFINITION FOR MIAMI SKILLS CENTER - 5O NW 14TH ST. MIAMI 200 PR BB 0583 BROWN + BROWN ARCHITECTS - 7100 SW „ AVE. Mum. FL ssin - (305) 77S-74 0 `,' 6.0 Construction Phasing Alternatives Depending on the available funding, two phasing plans are being proposed as follows: OPTION 1 Phase I Phase II Phase III OPTION 2 Phase I Phase II Phase III Phase IV Remove existing south -end addition. Provide new 65-car parking lot. Incorporate and adapt new MSC program in remodeling of two- story bays MSC comer lot area. Do likewise for corridor spaces along the existing dock area. Provide direct single level, interior corridor connection between proposed parking lot and two-story bay areas. Remove existing south -end addition. Provide new 65-car parking lot. Incorporate and adapt new MSC program in remodeling of two- story bays MSC comer lot area. Incorporate and adapt new MSC program in remodeling of corridor spaces along the existing dock area. Provide direct single level, interior corridor connection between proposed parking lot and two- story bay areas. PROGRAM VALIDATION AND SCOPE OF WORK DEFINmON FOR MIAMI SKILLS CENTER - so NW Will ST. MIAMI (� PN BB 0583 BROWN * BROWN ARCHITECTS -7I00 SW » AVE MuMi FL &sin - Isos) 373-746O '\ �/.