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 ,