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HomeMy WebLinkAboutSEOPW-CRA-R-00-0120ITEM 17 SEOPW/CRA . RESOLUTION NO. SEOPW/CRA 00 20 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE CRA TO PURCHASE THE PROPERTY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO FROM SUSIE SIMMONS IN ACCORDANCE WITH THE TERMS OF THAT AGREEMENT DATED JANUARY 31, 2000 BETWEEN SUSIE SIMMONS AND GREATER MIAMI NEIGHBORHOODS INC. (THE "PURCHASE AGREEMENT") NOT WITHSTANDING THE EXISTENCE OF THOSE TITLE DEFECTS DESCRIBED ON EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF. WHEREAS, the City of Miami approved and adopted the Southeast Overtown/Park West Community Redevelopment Plan pursuant to Resolution Nos. 82-755 and 85-1247 (the "Redevelopment Plan"); and WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Redevelopment Area (the "Redevelopment Area") established pursuant to the Redevelopment Plan; and WHEREAS, the CRA desires to purchase the Property pursuant to the Purchase Agreement described on Exhibit "A" notwithstanding the title defects described on Exhibit "B" (the "Title Defects") to develop a parking lot on the property. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The Board of Directors of CRA hereby authorizes the CRA to purchase the Property pursuant to the Purchase Agreement described on Exhibit "A" not withstanding the existence of the Title Defects described on Exhibit "B" for development of a parking lot. Section 3. The resoluti iv up01P its adoption. ATTACHMENT Cs ®PwJCRA 00- 120 CO N T11 - ® ITEM 17 SEOPW/CRA PASSED AND ADOPTED on this 20th day of November, 2000 APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Legal Counsel Arthur E. Teele, Jr., Chairman 120 SEOPV�,/_C,i Q O _ TAN 17 WIG11 1 f, : 79 Fit Hn i ANTI—KN 1 i-,HT Tn (;I2c;RSR1 F,1 R P . OP/07 r� UW of im -HOLLAND? WGIff LLP 701 WWII Avenue, Suite 3000 P.O. Box 015441 (21P SM01-5441) Harm, Florida33131 313-37.44500 FAX 3%_?N n% wvrwUl8axom January 17, 2001 Via Fax 206448-161 Mr. Walter Foeman City Clerk 3500 Pan American Drive Miami, Florida 33133 Re: Communitq RedeyelUment Agency Dear Walter: NWO :Muthem Ynpina Boston 'Orlwoa andemn FmviO m Chcopo S: itraburp Fort laudereale San ARIM0 Jadsonviik Sm Francisco uimiarc wattle LM Angelo :.. Jalleltam Ascutloumo TV" Mimi fthinptm D.C. NOW rant Vst Palm tBW Iraartatlatal06= • Bu UAW TOW mwmcllI' Tegn 'Aroaaorneo" WIaL.LL%K IL BLOOM 3W7s9.7712 intamet Address: wbWgw@hklaw.com This letter is in accordance with our telephone conversation this day regarding various resolutions. With respect to Omni Resolution Omni R-00-53 approved on November 20, 2UUU regarding Margaret Chase Park, this letter confirms that 1 made a non - substantive change in the Resolution to reflect that the Board approved the Executive Director accepting the lowest gualified bid, since this non -substantive change reflects the intent of the Board when the Rei ulutiun was past. -, With respect to Southeast OvertownlPark West Resolution �SEOPW IirOp 120)regarding the Simmons property, this letter ennfirms that. T madP a nnn. substantive change in the text of the ]resolution to reflect that Exhibit "A" desr-ribed the property and not the Purchase Agreement since the sentence was not grammatically correct and Exhibit "A" in fact contained the legal description of the property. This is a non -substantive change. With respect to Southeast Overtoww?ark West Resolution SEOPW &00- 109 uppruved at the November 20th meeting, this letter confirms that t made a non -substantive change authorizing the Executive Director to accept the lowest .TAN 17 POW 1 A: 79 FR Hn I ANT)-VN l r HT Tn g7osRSR 1 Fo n P . R7417 Mr. Walter Foeman January 17, 2001 Page 2 quQfied bid which was the intent of the Board when the Resolution was past. This revision is a non -substantive change. With respect to Southeast Overtown/Fark West Resolution SEOPW R-00- 133 involving the Ward Rooming House which was approved st the December, 2000 CRA Board Meeting, this letter confirms that I revised the Resolution to reflect the modification approved by Lhe Board restricting the CRA from spending additional funds with respect to the property other than those funds required to secure the property without further Board action. Please contact me should you have any questions. CC'. Mr. Dipak Parekh VM\ak1 MTA1 *IMA191 v1 Very truly yours, HOLLAND & KNIVINT T,T,p William R. Blnom _ **.,TOTAL PAGE.05 ** TAN 17 PnO 1 1 A: 73R FP Hn i ANTI—KN i GHT IAW Offices HOLLAND & GHT LLP 701 Brickell Avenue Suite 3000 P.O. Box 016441 (ZIP 88101-5"1) Miami, Florida 33131 305-874-8800 FAX 306-760-7790 FACSEVHLE TO: Tn R70SRSR 1 F,1 Gl P .Gil /07, Oflant. Northern Virginia Boston Orlando Bradenton Providence Chicago San Antonio Fort lauderdak Son Franciwo Jwkeoaville Seattle Lakeland St. Fetersbura Loa Angeles Tallahassee Malboume Tampa Miami Waahiagtoa D.C. New York Westpalm Beach L�oeeoatioaal O�oex Sae» Airy+,• Tal AvW >de�doo C$y Tckyo qqr--" a o9kac If you did not receive all of the pages or find that they Mr. Walter Fuemun City Clerk are illegible, please call NAME COMPANYIP M (805) 874-b00 Miami Florida CITY STATE 80b-868-1610 FAX NUN BBR TMZPiiONE NUMBER FROM: CONFIDENTIALITY NOTICE: This face mile, along with any Wiilliskm R. Bloom 305-789-7712 documents. files, or attachments, NAME TELEPHONE NUMBER may contain information that is confidential privileged. or otherwise exempt from disclosure. If you are not the intended recipient, or a person responsible for delivering it to TOTAL NUMBER OF PAGES (Including Cover $beet) the inteudsd recipient, you are hereby notified that any disclosure, copying, printing. distribution or use MESSAGE: of my information contained in or attached to this facsimile is i91BICTLY PROHIBITED. Iryuu have received this facsimile in error. ploaco immediately notify era by facsimile or by telephone collect at the s+nr+herp stated above, end deatroy the original faeeiaila and its attachments without readi" printing, or saving in any manner. Your cooperation is appreciated. Thank you. - FOR THE RECORD: DATE: January 17, 2001 URGENCY: a SUPER RUSK u RUSH a REGULAR FAXED BY: AMOUNT: CLIENTS: 027387 MATTER #: 00098 CONFIRMED: ❑ DES a NO NAME; TIME: MLAI #1008164 vl • 0 E 1-1 • EXHIBIT A sso.2,w I c".., 0 0 - -1, ►, t I • G 0o 0 THIS AGREEMENT i by and between (the "Seller") and AGREEMENT !�11 entered into this , day of L7 07 Greater Miami Neighborhoods znc. a �o y corporate and politic of the State of Florida ('Purchaser'). WITNESSETH: For and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged by the parties hereto, the parties agree, covenant and contract as follows: ARTICLE I PROPERTY 1.1 The property to be sold, conveyed, assigned or otherwise transferred by Seiler to Purchaser at closing (hereinafter collectively called the "Property")consists of all of that certain real property Iocated in Miami=Dade, County, Florida, as more particularly described on Exhibit "A" attached hereto and -made a part" hereof and all appurtenances belonging thereto, including any ana : all riparian rights, accretions, rights, privileges and easements in any way pertaining thereto; all right, title and interest in and to any adjoining sidewalk and in and to any adjoining street or alley to the centerline thereof. ARTICLE 11 DEPOSIT 2.1 Simultaneously with the execution of.this Agreement; Purchaser.shall deliver to Holland & Knight LLP, as escrow agent (the. `.`Escrow° Agent") the sum: of One thousand dolla si,.nno ): (thee"Initial::Deposit"); he Initial Deposit together with. the Additional Deposit,, as hereinafter des sometimes collectively referred to as the "Deposit'). Upon' receipt', of. 4Pur6liase `s tax identification number, Escrow Agent shall` invest the ;Deposit'in an interest -bearing account, certificate of deposit or repurchase' agreement :maintained with -orissued by a commercial bank or savings and loan,association;; dong,'liusmess.,in:.:Miami- Dade County, Florida. All interest accrued :.or earned `thereon shall .be paid, ,or Sy , credited to Purchaser except in the even tof default::.of:Purchaser';m;which'`e'verit the interest shall be disbursed to Seller, together with the Deposit „as° liquidated damages. ARTICLE III PURCHASE PRICE 3.1 The purchase price �; rurcrlase;;' P`ie") .:for.' V' the Property is.. Thirty M_ Ure Thousand Dollars ($ i j _`nL. ), `subject= ;to �ad�ustment. and prorations as hereinafter provided. The Purchase -Price shall` be paidr `to'Sellei� as follows: $ ;,Ogg being the Deposit, which sum shall be paid :,to'Seller at CIosing. $ n n _ 0 n being the Additional Deposit, which sum shall be paid to Seller at Closing. 0 0 -- I n o • • $ .3_L000 approximately, -in cash, subject to prorations and adjustments, as hereinafter provided, to be paid by cashier's check or by wire transfer of federal funds on the Closing Date, as hereinafter defined. 3— 3 2 0 0 4_ TOTAL PURCHASE PRICE. ARTICLE IV TITLE 4.1 Purchaser shall have _ 9) days following the Effective Date of this Agreement to obtain a title insurance commitment (the "Commitment") issued by Chicago Title Insurance Company, First American Title Insurance Company, Lawyers Title Insurance Corporation, or Attorneys Title Insurance Fund, Inc. (the "Title Company") binding the Title Company to insure good, marketable and insurable fee simple title to the Land in Purchaser by its ALTA Form B owner's Title Insurance Policy, at then current standard rates with insurance in the amount of the Purchase Price (the "Owner's Policy") upon the recording of the warranty deed to be given by Seller. The Commitment shall show Seller to be vested with good and marketable and insurable fee simple title to the Land, free and clear of all liens and encumbrances, except the following: (i) Ad valorem real estate taxes for 1999 and subsequent years. (ii) All applicable zoning ordinances and regulations. (iii) Matters set forth on Exhibit "B" attached hereto and . made a part hereof. (Items i, ii and iii are hereafter collectively referred to as the "Permitted Exceptions"). 4.2 Purchaser shall have go days from the - receipt of the Commitment to specifically object in writing to any particular condition of title or exception revealed by the Commitment, other than the Permitted Exceptions. If Purchaser fails to specifically object in writing to any particular condition of title or exception set forth in the Commitment within said —98-- day period, then same shall be deemed waived and such condition of title or exception shall be deemed to constitute a Permitted Exception. Seller shall utilize its good faith efforts to eliminate or cure any title defects raised by Purchaser on or before the Closing Date. Seller shall remove by payment or bonding, or otherwise any judgment, mechanic's lien or lis pendens against the Property capable of removal by the . payment of money or bonding. Seller shall not be obligated to pay in excess of $50,000, in the aggregate, to cure any title objections not in a liquidated amount or to institute any lawsuit. In the event Seller is unable to modify such unacceptable exceptions or to cure such title deficiencies prior to the Closing Date, then Purchaser shall elect on the Closing Date to either cancel this Agreement, in which event Escrow Agent shall return the Deposit, together with all interest accrued thereon to Purchaser, and Purchaser and Seller shall be released from. any further obligations under .this Agreement except those obligations arising under Sections 5.1 and 5.2 of this Agreement, or .Purchaser may waive the objection to the condition of title and close hereunder without reduction of the:: Purchase Price. 4.3 Within the time specified in Section 4.1 for delivery of the Title Commitment, Purchaser may cause an accurate survey of the Property to be made iat Purchaser's sole cost and expense, by a surveyor licensed in the State of Florida. If the survey shows any encroachments, gaps, gores, easements-, rights -of way or any other type of encumbrance or impediment_,not authorized by this Agreement, Purchaser shall give written notice of such defect to Seller, together with a copy of the survey, on or before the last day for raising objections to title under Section 4.2 in which event said defect shall be governed in the same manner and time as SEOPW/cm�0 0 0 • 11, objections to title are dealt with in Section 4.2 and the parties shall have the same rights, privileges and obligations as if the defect was an objection to title as. specified in Section 4.2 of this Agreement. The survey shall be certified to the Purchaser, Seller and the Title Company. The survey must further be certified to comply with the Minimum Technical Standards for Land Surveying in Florida set forth by the Florida Board of Land Surveyors pursuant to Florida Statutes Section 472.027. ARTICLE V STATUS OF PROPERTY 5.1 Seller grants to Purchaser and its agents, as well as contractors employed by or hired by Purchaser, during the Investigation Period, as hereinafter defined, the right to enter the Property during normal business hours to do and perform such reasonable acts. and things as Purchaser deems necessary or appropriate, to make soil tests, borings, engineering studies, environmental tests, surveys and like tests and studies of the Property. Purchaser agrees to utilize its good faith efforts to minimize interference with Seller's use of the Property during Purchaser's inspection of the Property. Purchaser agrees to repair or restore promptly any damage to the Property caused by Purchaser, its agents and contractors and restore same to its original condition. Purchaser agrees to pay for all such work, labor and services that shall be performed and to obtain waivers of lien or paid bills therefore and shall indemnify and hold Seller harmless from any claims of any such persons. 5.2 Purchaser agrees to indemnify and hold Seller harmless from any and all loss, claim, demand, action and liability which may arise against Seller or the Property by virtue of any actions by Purchaser or its agents and contractors in connection with conducting inspections of the Property. This indemnification and hold harmless shall include reasonable attorneys' fees and court costs through all trial and appellate levels which the Seller may incur in defending itself or the Property against a`ny such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. This indemnification and hold harmless provision shall survive the closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in force and effect until any and all such claims, losses, actions, demands and liabilities against the Seller or the Property have been satisfied in full. 5.3 Purchaser shall have I sue_ days from the Effective Date of this Agreement (the "Investigation Period") to do such investigations and tests of the . Property as authorized in Section 5.1 of this Agreement and to investigate all other matters pertaining to the Property including the material provided by Seller pursuant to Section 5.6, and the environmental condition of the Property to determine whether the Property is acceptable to Purchaser, in Purchaser's sole discretion. In addition, during the Investigation Period Purchaser shall review the Permitted Exceptions to determine whether they are acceptable to Purchaser in Purchaser's sole discretion. In the event that Purchaser is not satisfied with the condition of the Property or any other matters with respect to the Property in Purchaser's sole discretion, on or prior -to theubxviration of the Investigation Period, Purchaser shall have the option of either: (i) waiving the condition and Closing in accordance with the terms of this Agreement without reduction in the Purchase Price, or (ii) cancelling this Agreement by written notice to Seller given on or prior to the end of the Investigation Period, in which event the Escrow Agent shall return the Deposit, together with the interest accrued thereon, to Purchaser, whereupon the parties shall be released from any further obligations under this Agreement except for those obligations contained in Section 5.1 and 5.2. 5.4 In the event Purchaser elects not to terminate this Agreement, Purchaser shall deliver to Escrow Agent, on or before the end of the Investigation f 00- 120 SE®PWI .. Period, an additional deposit in the amount of 00.00 Dollars ($ ) (the "Additional Deposit"). In the event Purchaser does not cancel this Agreement on or before the end of the Investigation Period and Purchaser fails to deliver the Additional Deposit to Escrow Agent, Purchaser shall be deemed have cancelled this Agreement and Escrow Agent shall deliver the -Initial Deposit, together with interest accrued thereon to Purchaser and the parties shall be released from any further obligations under this Agreement except for the obligations under Sections 5.1 and 5.2. 5.4 Upon the expiration of the .Investigation Period, Purchaser shall be deemed to have accepted the Property in its present condition and shall be deemed to represent to Seller that it has concluded whatever studies, tests and investigations Purchaser desires relating to the Property and the sale shall proceed on an "all cash" basis in an "AS IS" condition. 5.5 Within five (5) business days after the Effective Date of this Agreement, Seller shall make available to Purchaser for its review or provide Purchaser with copies of all surveys, site plans, test studies, and reports, which are in Seller's possession or control concerning the Property with no representation as r to their accuracy. In addition, Seller shall also provide Purchaser with copies of any environmental assessment reports in Seller's possession or control without • representation or warranty as to its accuracy. If for any reason the transaction is terminated, Purchaser shall immediately redeliver all such materials to Seller. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 6.1 In order to induce Purchaser to purchase the Property, and to close pursuant to this Agreement, Seller represents and warrants to Purchaser that: 6.1.1 Seller is a duly organized and in good standing and is under the laws of the State of Florida. Seller has full power and authority to enter into this Agreement and otherwise perform all obligations of Seller under this Agreement in accordance with its terms, and all corporate action necessary to authorize the execution and fulfillment of this Agreement by Seller has been taken. 6.1.2 . This Agreement, when executed and delivered, will be a valid and binding,obligation of Seller, enforceable in accordance with its terms. ' 6.1.3 Seller is not the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, nor is Seller now the subject of pending, - threatened or contemplated bankruptcy proceeding which might affect its 'ROW ability to sell the Property according to the terms hereof. 6.1.4 Except with respect to the leases listed on Exhibit "C", Seller has not entered into any leases, contracts, subcontracts, arrangements, licenses, concessions, or other agreements, including, without limitation, service . arrangements, management,_,:, agreements and employment agreements, either -recorded or unrecorded; written or oral, affecting the possession of the Property or any portion thereof or the use, operation or maintenance thereof, which is intended to survive Closing. 6.1.5 To the best of Seller's knowledge, there are -no (i) pending • improvement liens made by an governmental authority with respect to the Property: (ii) violations of building codes and/or zoning ordinances or other igovernmental regulations with respect to the Property; or (iii) pending or threatened lawsuits or appeals of prior lawsuits with respect to the Property; or (iv) defects or inadequacies in the Property which would adversely affect the insurability of the Property or increase the cost thereof. PM 0a- 110 6.1.6 To the best of Seller's knowledge, no fact or condition exists which would result in the termination or impairment of access to the Property or the discontinuation of sewer, water, electric, gas, telephone or other utilities or services to .the Property. To the best of Seller's knowledge, all ground level improvements to the Property are above the one hundred (100) year flood plain. 6.1.7 The Land is now zoned, without special conditions, so as to permit each and every use now being made of the Property. There are no limiting conditions or agreements under any zoning resolution that prohibit or frustrate the use of the Property as it is presently being used. To the best of Seller's knowledge, Seller has obtained all permits, licenses and approvals necessary for the operation of the Property as it is presently used. 6.1.8 Seller shall not commit or knowingly permit any waste of or. to the Property; and shall maintain the existing insurance coverage until Closing. 6.1.9 To the best of Seller's knowledge, Seller is vested with good and marketable fee simple title to the Land and Improvements subject only to the Permitted Exceptions as provided herein, and Seller is vested with good and marketable title to all items of Personal Property free of all financing and other liens or encumbrances except for the Permitted Exceptions. 6.1.10 Seller shall be responsible for and shall pay in the ordinary course of business all amounts owed for labor, materials supplied, services rendered and/or any other bills or amounts incurred by Seller with respect to Seller's ownership and/or operation of the Property prior to Closing. 6.1.11 Prior to Closing, no portion of the Property or any interest therein shall be alienated, encumbered, conveyed or otherwise transferred,. except for replacements of Personal Property in the ordinary course of business. 6.1.12 Seller shall prior to Closing fully comply with all laws, rules, regulations, and ordinances of all governmental authorities having jurisdiction over the Property, which are applicable to the Property. 6.1.13 To the best of Seller's knowledge, the Property is in compliance in all material respects with the following (herein collective called the "Environmental Laws"): the Resource Conservation and Recovery Act of 1976 ("RCRA"), 41 U.S.C. § 6901, et sea., as amended, the Comprehensive. Environmental Response, Compensation and Liability Act of 1980, :as amended by the Superfund. Reauthorization Act of e-1986 ("CERCLA" ), , .42. U.S.C. § 9601 et seq., and any other federal, state, or local statute:, law; ordinance, code, rule, regulation, order or decree regulating, relating.:to, or imposing liability or standards of conduct concerning, any ' ' hazardous substance. Seller has not received notice of any liens on the Property ere ated, permitted or imposed by any Environmental Laws. Seller has not received notice of or is aware of -. any, -.actual y ass read, . or= ..tlZreatened, liability or obligation of the Seller, related to the Prop r erty, under ,zany Enyirorimental Laws. No toxic or hazardous substance, including without=' `limitation, asbestos and the group of organic compounds known as .polychlorinated- biphenyls has been generated, treated, stored, or disposed. of, or otherwise deposited in or located on, or released on or to the Property, including,. without limitation, the surface and subsurface waters of the Property by Seller, or to the bust of Seller's knowledge, by any other party. Neither Seller, nor, to the best 'of Seller's knowledge, any other party has engaged in any activity on..the Property which has caused (A) the Property to be a hazardous waste treatment, storage or disposal facility within the meaning of or a»rh Pronertv within the ambit of the R, as ae ed, or SEOPW/ L any similar state law or local ordinance or other Environmental Law, or (B) the discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which require a permit under the Federal Water Pollution Act, 33 U.S.C. § 1251, et seq., or the Clean Air Act, 42 U.S.C. § 7401, et sea., or any similar state law or local ordinance or any other Environmental Law, and (iii) to the best of Seller's knowledge, no underground storage tank is located on or under the Property. As used in this subpart (o), the terms "hazardous substance", and "release", ;shall have the meanings specified in CERCLA and "solid waste" and "disposal" (or "disposed") shall have the meanings specified in RCRA provided, in the event any Environmental Law is amended during the term of this Agreement so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment, and provided further, to the extent that the laws of the State of Florida establish a meaning for such terms which is broader than that specified in this subsection, such broader meaning shall apply. 6.1.14 No portion of the Property is being acquired by any government authority in the exercise of its power to condemn or to acquire through ' eminent domain or private purchase in lieu thereof nor, to the best of Seller's knowledge, are any of these proceedings or actions threatened or imminent. 6.1.15 There are no actions, suits or proceedings, existing, pending or, to the best of Seller's knowledge, threatened against, or by Seller in any court or before any government agency relating to the Property, the ownership of the Property, or Seller's ability to convey the Property. ARTICLE VII REPRESENTATIONS AND WARRANTIES OF PURCHASER 7.1 In order to induce Seller to sell the Property, and to close pursuant to this Agreement, Purchaser hereby represents and warrants to Seller, that: 7.1.1 Purchaser is a body corporate and politic duly organized and in good standing and is under the laws of the State of Florida. Purchaser has full power and authority to enter into this Agreement and otherwise perform all obligations of Purchaser under this Agreement in accordance with its terms, and all corporate action necessary to authorize the execution and fulfillment of this Agreement by Purchaser has been taken. ' 7.1.2 This Agreement, when executed and delivered, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms. 7.1.3 Purchaser is not the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, nor is Purchaser now the subject of pending, threatened. or contemplated bankruptcy proceeding which might affect its ability to purchase the Property according to the terms hereof. ARTICLE VIII. CONDITIONS PRECEDENT TO CLOSING 8.1 Unless waived by Purchaser in writing, the obligation of Purchaser to close is conditional upon satisfaction of the following conditions by the Closing Date: 8.1.1 All representations and warranties of Seller shall remain true and correct as of closing. 8.1.2 Seller shall have performed (or tendered performance of) all material covenants, obligations, terms and provisions of this Agreement to be performed by Seller. 8.2 In the event any of the foregoing conditions precedent to closing are not satisfied by the Closing Date, then in such event Purchaser shall have the option of (i) waiving the condition and closing in accordance with the other terms and provisions of this Agreement without reduction to the Purchase Price, or (ii) cancelling this Agreement in which event the Escrow Agent shall return the Deposit, together with interest accrued thereon to Purchaser and the parties shall be released from any further obligations under this Agreement except for .`the obligations under Sections 5.1 and 5.2 of this Agreement. ARTICLE IX CLOSING 9.1 The closing shall be at 10:00 A.M. Eastern Standard time in days from the end of the Investigation Period (the "Closing Date"), time being of the essence, at the offices of Holland & Knight LLP, 701 Brickell Avenue, Suite 3000, . Miami, Florida 33131, or at such other place as the parties may mutually determine. 9.2 Seller, at Seller's expense, shall deliver to Purchaser at closing: 9.2.1 A warranty deed conveying the Property, in recordable form, subject only to the Permitted Exceptions and such other exceptions waived by Purchaser. 9.2.2 'An assignment of all leases with respect to the Property. 9.2.3 A mechanic's lien, possession and gap affidavit and any other such affidavits and documents as may be reasonably required by the Title Company. . 9.2.4 An assignment of general intangibles with respect to the Property. 9.2.5 A certificate of non -foreign status, pursuant to Section 1455 of the Internal Revenue Code. 9.2.6 Any additional documents required by the Title Company to consummate this transaction. 9.3 Purchaser, at Purchaser's expense, shall deliver to Seller or. cause to,'be . delivered to Seller at closing: 9.3.1 The amount due Seller on closing under Article III in cash, by certified or, cashier's bank check or by wire transfer .of, federal funds, subject to adjustments and prorations required under this Agreement. 9.3.2 Any additional documents required by the Title Company to consummate this transaction. 9.4 The fallowing items shall be prorated;and:'adjiisted as of Midnight of the day prior to the Closing Date or as otherwise provide herein: 9.4.1 General real estate taxes for the then current year relating to the Property shall be prorated as of the Closing Date with due allowance for the maximum discount allowed by law. If the Closing shall occur before the • tax rate is .fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property. 9.4.2 All current rent and prepaid rents shall be prorated and adjusted as of Midnight of the date prior to the Closing Date, provided, SEOPW/ '., QU U • POST -CLOSING AGREEMENT THIS AGREEMENT is made and entered into this day of November, 2000 by and between SUSIE SIMMONS (the "Seller") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, a body corporate and politic of the State of Florida (the "Purchaser"). RECITALS A. Seller and Greater Miami Neighborhoods, Inc. ("GMN") entered into an Agreement, dated January 31, 2000, for the purchase and sale of all that certain real property located in Miami -Dade County, Florida, as more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"), as amended by that certain First Amendment to Agreement of Sale, dated January 31, 2000, that certain Second Amendment to Agreement of • Sale, dated , 2000, and that certain Assignment of Contract from GMN to Seller, dated as of the date hereof (the "Agreement"). B. Purchaser has agreed to purchase the Property subject to the title issues described on Exhibit "B" attached hereto and made a part hereof (the "Title Issues"). C. Seller has agreed to cooperate fully with Purchaser's efforts to resolve the Title Issues. NOW THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows: 1. Recitals. The Recitals to this Second Amendment are true and correct and are hereby incorporated by reference and made a part hereof. 2. Seller's Cooperation. Seller hereby agrees to cooperate fully with Purchaser's efforts to resolve the Title Issues. 3. Counterparts. This Agreement may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties are concerned but together said counterparts shall comprise only one Second Amendment. SE®pVd� 0 . 0 • IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed on the date first above written. Signed and sealed in SELLER: the presence of: SUSIE SIMMONS Date Executed: .7 • PURCHASER: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, a body corporate and politic of the State of Florida By: Name: Title: Date Executed: 2 SE0FW1 0 0 - 12 0 EXHIBIT "A" DESCRIPTION P-2 Lots 9 8s 11 Blk 9 229 & 247 NW 12 ST Folio 01-3136-037-0430 01-3136-037-0450 • 11 3 sEOPw/ca-., 0 0 — 12 0 0 EXHIBIT "B" TITLE ISSUES 1. Reopening and reprobate of the estate of Murney Dingle - McLaughlin 2. Probate proceedings must be undertaken with respect to the following estates: a. Naomi Cook -Smith b. Freeland Dingle, Jr. C. Lillie Dingle-Warthen d. Jackson Dingle e. Any heirs of the above, which heirs are currently deceased 3. Federal estate tax releases must be obtained from the Internal Revenue Service with. respect to the following estates: a. Naomi Cook -Smith b. Freeland Dingle, Jr. C. Lillie Dingle-Warthen d. Jackson Dingle e. Any heirs of the above, which heirs are currently deceased 4. Nontaxable certificates or receipts must be obtained from the Florida Department of Revenue with respect to the following estates: a. Naomi Cook -Smith b. Freeland Dingle, Jr. C. Lillie Dingle-Warthen d. Jackson Dingle e. Any heirs of the above, which heirs are currently deceased 5. Any further reasonable requirements of Commonwealth Land Title Insurance Company. MIA1 #986910 v1 is 4 snopwI O 0 — 120 Chairman Teele and Members of the CRA Board FROM: p Di ak M. Parekh Executive Directo • CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM DATE: November 6, 2000 SUBJECT: Simmons Property REFERENCES: ENCLOSURES: Resolution and Agreement ITEM 17 FILE : RECOMMENDATION It is recommended that the CRA Board of Directors approve the attached resolution to purchase the Simmons property BACKGROUND A Resolution of the Board of Directors of the CRA authorizing the CRA to purchase the Simmon's Property (P2) pursuant to the terms of the purchase agreement previously executed between the owner of the property and the CRA notwithstanding existing title problems. Funding Source: CDBG — 3`d Avenue Corridor Project Account Number: 689005.550012.6.810 .20 1 � , however, all rents which are delinquent more than fifteen (15) days (the • "Delinquent; Rents") as of the Closing Date shall not be prorated. Purchaser agrees to use its good faith efforts, for a reasonable period time after closing, . to collect Delinquent Rents after the Closing Date and any amounts received by Purchaser from any party owing Delinquent Rents. shall first be applied to all Purchaser's costs of collection incurred, second, to rents and other charges due for the months in which such payment is received, by Purchaser, third, to rents and other charges attributable to any period .after .closing which are past due on the date of receipt, and then to Delinquent Rents, which amounts, if any, shall be paid to Seller. Purchaser shall not be obligated to file suit to collect the Delinquent Rents, if, after good- faith effort to collect, it determines, in its sole discretion, that said suit will either be unsuccessful or any judgment obtained -therefrom will be uncollectible. Seller shall be entitled to continue to prosecute any and all legal actions commenced by .Seller prior to the date of closing but not against any tenant which remains in possession as tenant after closing. 9.4.3 All security and other deposits of existing tenants, together with all interests accrued thereon, if any, as of the date of Closing shall be transferred and assigned to Purchaser or Purchaser shall receive a credit at Closing for the amount of said deposits and Purchaser shall indemnify and ishold Seller harmless from any claims for damages by tenants in regard to said deposits paid to Purchaser. 9.4.4 Certified liens for governmental improvements as of the Effective Date of this Agreement, if any,- shall be paid in full by Seller and pending liens for governmental improvements. as of the -Effective Date of this Agreement shall be assumed by Purchaser. "Certified" for this purpose shall be deemed to mean that the improveimnt has-been ,substantially completed as of the Effective Date of this Agreement.., 9.4.5 ' Seller shall pay the .State Documentary Stamps which i,s required to be affixed to the Warranty Deed the cost to record any corrective documents. The cost of recording the. Warranty ,.Deed shall be paid by Purchaser and the cost for the O:wner's title policy: Each party shall bear the cost of the fees of their own respective attorneys and other. professionals and the cost of their own respective performance under this Agreement. 9.4.6 All insurance policies with respect to the Property shall be cancelled on the Closing Date and not prorated: ARTICLE X CONDEMNATION f 0.1 Seller agrees to give Purchaser prompt notice .of r any actual 'or. " threatened condemnation of all or part of .,the 'Property; ..or any,,''"appurtenance thereto, or of any actual, proposed or threatened modification' or terminationy of the current access to or from the Property. `c€y;,s'r•z1Ra'crga;' .., < Sii•,a ,, ,: 10.2 If prior to the Closing there °shall oc6uji)✓th'e taking::by condemnation" of all or such portion of the Property as would' materially: in terfere'with::Purchaser's use and enjoyment thereof in Purchase'r''s:, sole discretion;. or (i )' the..mat'erial modification or termination of the current access : to° ..or from . the Propertyin.., ; Purchaser's sole discretion . or of sewer or other .utility . service :,to. or''from, . the.;.,.' Property in Purchaser's sole discretion, then, and in any such event, 'Purcha"ser may: terminate this Agreement by written notice given .to Seller "within seven (7) days ' after Purchaser has received the notice referred to in Section. 10.1 hereof, or at the Closing, whichever is earlier. If Purchaser does not,elect to terminate this Agreement, then the Closing shall take place as herein provided without abatement of the Purchase Price, and there shall be assigned,to Purchaser at the Closing all of SEOPW/C � Seller's interest in any condemnation awards which may be payable to Seller on account of any such condemnation and Purchaser shall receive a credit at Closing in an amount equal to any such condemnation awards paid to Seller prior to Closing... 10.3 If prior to the Closing there shall occur the taking by condemnation of a portion of the premises which is not material to the use or enjoyment thereof; then, and in either such event, Purchaser shall have no right to terminate this Agreement, but there shall be assigned to Purchaser at the Closing all interest in any condemnation awards which may be payable to Seller on account of any such condemnation, and Purchaser shall receive a credit at Closing in an amount equal to any such condemnation awards paid to Seller prior to Closing. ARTICLE XI STATUS OF THE PROPERTY 11.1 Purchaser acknowledges that Purchaser is acquiring the Property in "as is" condition. ARTICLE XII / DUTIES OF ESCROW AGENT The Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth: 12.1 If the Closing takes place under this Agreement, the Escrow Agent shall deliver the Deposit thereon to Seller. 12.2 Subject to the provisions of Section 13.4 below, if the Agreement is terminated in accordance with the terms hereof or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, the Escrow Agent shall deliver the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. 12.3 It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The Seller and Purchaser each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. ' 12.4 The Escrow Agent is acting as stakeholder only with respect to the Deposit and the cash to close. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit or the cash to close or as to whom the Deposit or cash to• close is to be delivered, the Escrow Agent shall not make any .delivery, but in such event, the Escrow Agent shall hold same until receipt by it of .an authorization in writing, signed by all parties having interest in such dispute,.. directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall hold the Deposit and/or , the cash to close until final determination of the rights of the parties`"in tle'' appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of the Closing date and diligently continued, the Escrow Agent shall bring an appropriate action or proceeding to interplead the Deposit. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Deposit and/or the cash to close. Upon making delivery of the Deposit and/or the cash to close, the Escrow Agent shall have no further liability. Seller acknowledges that the Escrow Agent is counsel to Purchaser and can represent Seller hereunder in the event of SEOPWl cmc 0 0- I A 0 any dispute hereunder, concerning the Deposit and/or the cash to close or otherwise, • and Purchaser waives any right to object to same. ARTICLE XIII DEFAULT 13.1 If Purchaser, in breach of provisions of this Agreement, fails to conclude the transaction described herein, or otherwise fails to comply with any of the requirements on the part of the Purchaser to be performed hereunder, and Seller is capable of performing hereunder, Seller may retain the Deposit, together with all accrued interest, as agreed upon and as liquidated damages as the result of such breach by the Purchaser,, whereupon the parties shall be released and relieved of all other and further obligations or liabilities hereunder except for the liabilities under Sections 5.1 and 5.2. It is -agreed by the parties that such amount being paid to Seller is a fair and reasonable measure of the damages which will be suffered by Seller in the event of such default, the parties recognizing that Seller will, in such event, have relinquished potential offers from other parties to purchase the property, the parties recognizing that such occurrences cannot be subject to the / ascertainment of any exact amount of damages. Said liquidated and agreed upon damages are, however, bona fide provisions for such and are not a penalty. • 13.2 If Seller defaults in the performance of its obligations under this Agreement, Purchaser may elect to receive the return of the Deposit, together with interest accrued thereon, or, in the alternative, seek specific performance of this Agreement as Purchaser's sole remedy at law or in equity, in either of which events, Purchaser shall be deemed to have waived any action for damages against Seller for any default by Seller hereunder. Purchaser, at Purchaser's option and in Purchaser's sole discretion, may waive any default by Seller and close pursuant to this Agreement. ARTICLE XIV MISCELLANEOUS 14.1 Notices. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under this Agreement shall be in writing and shall be sufficiently made or given only when hand delivered, telecopied, or mailed by certified mail, return receipt requested, with proper postage affixed, addressed: �� � S,S► As to Seller.: Ms. Suzie Simmons 2378 W. Edgewood Av. Jacksonville, F1. 32209 with copy to: 904-765-2564 As to Purchaser: Greater Miami Neighborhood 300 n w 12 av Miami, F1. 33128 ATT: Lourdes Valdes Eq �- e D C� ` 305-324-5505 with copy to: Holland & Knight LLP • 701 Brickell Avenue Miami, Florida 33131 Attn: William R. Bloom, Esq. Fax: (305) 789-7799 • As Escrow Agent: Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 Attn: William R. Bloom, Esq. Fax: (305) 789-7799 or to such other address as any party hereto shall designate by like notice given to the other parties hereto. Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to. have been given and received when., -hand delivered, upon receipt of the telecopy or on the date of receipt or date delivery is refused if mailed by certified mail, return receipt requested. 14.2 The validity of this Agreement and all of its terms or provisions, as well as the rights and duties of the parties. hereunder, shall be interpreted -and construed to and in accordance with the laws of the State of .Florida. Proper venue for any litigation involving this Agreement shall be in Broward County; Florida. 14.3 Time is of the essence with respect to all matters contained herein. 14.4 Except as expressly stated in this Agreement to the contrary, any and: all covenants, warranties and representations made in this Agreement and all of the terms and provisions contained in this Agreement shall survive the Closing and delivery and recording of the warranty deed, hereunder. 14.5 The parties hereto agree to execute any and all further instruments and documents and take all such action. as may be reasonably required by either party to effectuate the terms and provisions Of -this Agreement and the transactions contemplated herein. 14.6 If any party shall institute .legal proceedings: against any other, party based upon a cause of action arising out of this Agreement; .the non-prevailing,party in such proceedings shall pay the costs and expenses incurred by the prevailing party in such proceedings, including reasonable. attorneys' foesand. including any and all costs and fees incurred on appeal of any;lower:court 14.7 This Agreement constitutes entire agreement :of the parties and the same may not be amended or modified- .orally: All.': iffiderstandings, and agreements heretofore had between the parties. are` merged in tliis'Agrpement which alone fully and completely expresses their understanding.: 14.8 Wherever used, the singular number shall include the plural .and the plural the singular and the use of any gender shall, include` the others. 14.9 Failure to insist upon strict compliance with any ` 01' the a tterms., covenants, or conditions hereof shall not: be deei ed a> wx `:giver of�„°such;, °terms, covenants or conditions nor shall any waiver` or. relinquishment of any right or . power hereunder at any one or more times be deemed a waiver or relinquishment of. such right or power at any other time or times. 14.10 In the event that any term or provision of this' Agreement is determined by appropriate judicial authority to be:_i'llegal=or otherwise invalid, said provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. SE®Pw, '� U U- 1 Z 0 • 14.11 The effective date of.this Agreement shall be the date when the last of the Seller and Purchaser shall have executed this Agreement, which date appears next to their signature (the "Effective Date"). 14.12 This Agreement may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties are concerned but together said counterparts shall comprise only one Agreement. 14.13 If this Agreement is not executed by Purchaser and Seller on or before 5:00 p.m. on January 20, 1998, then the offer contained herein shall lapse and be null and void and Escrow Agent shall return the Deposit to Purchaser. 14.14 All terms, covenants and conditions contained herein are and shall be binding upon in and or to the benefit of the respective parties hereto and those successors and assigns. 14.15 Radon is a natural 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 had been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health • Unit. 14.16 Purchaser and Seller each represent and warrant to the other that no real estate broker, salesman or finder was involved in this transaction. If a claim for brokerage in connection with the transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto (the said party being called the "Indemnitor"), said Indemnitor shall indemnify, defend and hold the other party hereunder, such other party's, officers, directors, agents . and representatives (collectively, the "Indemnitees"), harmless from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys' fees and court costs) with respect to said claim for brokerage. This provision shall survive the termination of this Agreement. 14.17 Purchaser may assign this Agreement without the express consent of Seller. 14.18 PURCHASER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHTS THAT THEY MAY HAVE. TO TRIAL BY JURY IN RESPECT OF ANY'LITIGATION BROUGHT ' BY ANY PARTY BASED UPON, OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENTS EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF. DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF PURCHASER OR SELLER - ARISING IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR .SELLER ENTERING INTO THIS AGREEMENT., 00- 42 SEOPWIOW IN WITNESS WHEREOF, the parties have set their hands and respective seals to • be attached hereto on the day and year first above written. Signed, sealed and delivered SELLER: in the presence of: fif, u, �Src �177.1 P Ri mmnna By: Date Executed: L"' an-� PURCHASER: ' Greater Miami Neighborhoods, Inc. ia body corporate and politic of the State of Florida By: Z' Ile Name: Claire ' Ra Title: Chief Operat g Officer Date Executed: M®PWI i" 0 0 — 120 1 � , RECEIPT •The undersigned Escrow Agent hereby acknowledges receipt of check in the amount of One Thn»gand ' Dollars ($ 1 , non ) to be held as the Deposit pursuant to the foregoing Agreement. ESCROW AGENT: HOLLAND & KNIGHT LLP Date Executed: U1 1 • By: SEOPWI ,