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HomeMy WebLinkAboutSEOPW-CRA-R-02-0183SEOPW/CRA ITEM 18 RESOLUTION NO.02- 183 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PURCHASE AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH JEJ PROPERTIES, INC. ("JEJ"), THE SOLE RESPONSIVE RESPONSIBLE BIDDER TO THE REQUEST FOR INVITATION TO BID, FOR THE SALE OF PROPERTY LOCATED AT 936 NORTH WEST 3RD AVENUE, MIAMI, FLORIDA ("P-5"); AUTHORIZING THE EXECUTIVE DIRECTOR TO PROVIDE PURCHASE MONEY .FINANCING, IN AN AMOUNT NOT TO EXCEED $41,600, TO BE SECURED BY A PURCHASE MONEY MORTGAGE ENCUMBERING P-5 TOGETHER WITH THE ADJOINING PROPERTY; AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR AND HOLLAND & KNIGHT, SPECIAL COUNSEL, TO PROVIDE TECHNICAL ASSISTANCE TO JEJ, FOR REPLATTING OF THE PROPERTY AND THE PREPARATION OF ANY AGREEMENTS FOR UNITY OF TITLE REQUIRED WITH RESPECT TO THE PROPERTY TO BE REDEVELOPED, IN ACCORDANCE WITH THE ZONING ORDINANCES OF THE CITY OF MIAMI. 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. WHEREAS, the provision of technical and financing assistance to clients are methods utilized by the CRA in y- fulfilling its responsibility of community redevelopment. SEOPW/CYA 2- 183 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The Board of Directors authorizes the Executive Director to execute a purchase agreement, in a form acceptable to the City Attorney, with JEJ Properties, Inc. ("JEJ"), the sole responsive responsible bidder to the request for invitation to bid, for the sale of property located at 936 North West 3rd Avenue, Miami, Florida ("P-5"). Section 3. The Executive Director is authorized to provide purchase money financing, in an amount not to exceed $41,600, to be secured by a purchase money mortgage encumbering P-5 together with the adjoining property. Section 4. The Executive Director and Holland & Knight, Special Counsel, are further authorized to provide technical assistance to JEJ, for replatting of the property and the preparation of any agreements for unity of title required with respect to the property to be redeveloped, in accordance with the zoning ordinances of the City of Miami. Page 2 of 3 SER,O,p/CRC 02- 183 Section 5. This resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 16th day of December, 2002. ATTEST: PRISCILLA A. THOMPSON CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: VILARELLO RNEY PW/CRA R-02-183:ELF ARTHUR E. TEELE, JR., CHAIRMAN Page 3 of 3 SE0PW/CRA 02- 183 RESOLUTION NO. SEOPW/CRA R- 0 2 - 183 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN PARK WEST (SEOPW) COMMUNITY REDEVELOPMENT AGENCY ACCEPTING THE BID IN THE AMOUNT OF FIFTY-TWO THOUSAND DOLLARS ($52,000.00) FROM THE SOLE RESPONSIVE RESPONSIBLE BIDDER, JEJ PROPERTIES, INC., TO THE INVITATION TO BID FOR THE SALE OF THE PROPERTY LOCATED AT 936 NW 3RD AVENUE (P-5), MIAMI FLORIDA/ SOUTHEAST OVERTOWN PARK WEST LOCATED WITHIN THE THIRD AVENUE BUSINESS CORRIDOR, DESIGNATED ALONG NW 3RD AVENUE BEGINNING AT NW 8TH STREET THROUGH NW 14TH STREET; FURTHER INSTRUCTING THE EXECUTIVE DIRECTOR AND SPECIAL COUNSEL TO PREPARE THE PURCHASE AND SALES AGREEMENT, FURTHER AUTHORIZING THE PROVISION OF FINANCING OR ACCESS THERETO AND THE PREPARATION OF LEGAL INSTRUMENTS TO COMPLETE THE TRANSACTION. WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Redevelopment Area established pursuant to the Redevelopment Plan; and WHEREAS, the CPA desires to dispose of the property located at 936 NW 3rd Avenue in the furtherance of the project activity known as the "Third Avenue Business Corridor located on 3rd Avenue between 8th through 141" Streets in the Southeast Overtown sub -area. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN PARK WEST COMMUNITY AND OMNI REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Sl✓OPW / CRA 02- 183 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 the CRA accepting the Bid in the amount of Fifty-two Thousand Dollars ($52,000.00) from the sole responsible responsive bidder, JEJ Properties, Inc. to the Invitation to bid for the sale of the property located at 936 NW 3rd Avenue (P-5), Miami Florida/Southeast Overtown/Park West located within the Third Avenue Business Corridor designated along NW 3RD Avenue beginning at NW 81h Street through NW 14th Street; Further instructing the Executive Director and Special Counsel to prepare the purchase and sales agreement, further authorizing the provision of financing or access thereto and the preparation of all legal instruments required to complete the transaction. Section 3. This resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 161h day of December, 2002. Arthur E. Teele, Jr., Chairman Priscilla Thompson Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello CRA General Counsel SE®PW/ CRA 02- 183 .p C'1Tl OF M1A,1. F1.0RIDA i 'I- l lC 1- 11-T5'Ct_3} A N1Wr % ITEM 18 Tu Chairman Arthur E. Teele, Jr. and DaIc: December 3, 2002 117JIC Members of the CRA Board Snbject: Accepting Bid on Parking Lot P-5 1 rc ,-:: Annette Lewis R e10 (I"ceF : Acting Executive Director i"'i E,ir Ic)= }rc S: RECOMMENDATION: It is recommended that the Board of Directors of the CRA accept the sole responsible respondent's bid in the amount of Fifty-two Thousand Dollars ($52,000.00) as tendered by JEJ Properties, Inc., in response to the Agency's Invitation to bid for the sale of the property located at 936 NW 3rd Avenue, Miami, Florida/Southeast Overtown Park West. JUSTIFICATION: The property located at 936 NW 3rd Avenue is currently known as CRA Parking lot P-5. When the sale was contemplated in December of 2001, certain restrictive covenants were established, by the Board that ran with the property. On November 11 d' 2002 the bid was advertised and the bid with full disclosure was set a closing date of December 11, 2002 at 11:30 a.m. On December 11 `t', 2002 JEJ Properties, Inc., was the sole responsible respondent was accepted. Upon the acceptance by the Board the respondent will be formally notified and the CRA will hold the 10% deposit towards the purchase price the property. SEOPW / CRA 02- 183 CITY OF MIAMIOF THE CITY' LERR BID -SECURITi'LIST i-', BID ITEM: INVITATION TO BID FOR SALE OF THE PROPERTY LOCATED AT; 936 NW 3 AVENUE, MIAMI, FLORIDA J SOUTHEAST OVERTOWN/PARK WEST BID' NO: DATE BID(S) OPENED: WEDNESDAY, DECEMBER 11, 2002 TIME 11:30 AM BIDDER TOTAL BID AMOUNT BID BOND (ER) CASHIER'S CHECK J.E.J.,PROPERTIES, INCJSHIRLENE INGRAHAM) $52,000.00 7" C. "I 7a r L( Cr}:; C J received Person receiving bid(s) on (City Department) SIGNE Deputy /C4ty Clerk envelops on behalf of (Date) SEOPW/C�A 02- 183 1w k _,o INVITATION TO BID ISSUED ON NOVEMBER 11, 2002 FOR SALE OF THE PROPERTY LOCATED AT 936 NW 3 AVENUE MIAMI, FLORIDA SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS COMMISSIONER ARTHUR E. TEELE, JR., CHAIRMAN COMMISSIONER JOHNNY WINTON, VICE-CHAIRMAN COMMISSIONER ANGEL GONZALEZ COMMISSIONER TOMAS REGALADO COMMISSIONER JOE SANCHEZ ANNETTE LEWIS, EXECUTIVE DIRECTOR Bid Due Date: Wednesday, 11:30 AM, December 11, 2002 Bids Accepted Only At: City of Miami City Clerk's Office City Hall 3500 Pan American Drive Miami, FL 33133 Telephone: (305) 250-5360 Further Information: Chelsa Arscott-Douglas, Administrator Southeast Overtown/Park West CRA 300 Biscayne Boulevard Way, Suite 309 Miami, FL 33131 Telephone: (305) 579-3324 Fax: (305) 381-7319 Email: CArscott@ci.miami.fl.us SEOPW / CRA 02 - 183 In ITB CRA P5 10-11-02 FABLE OF CONTENTS I. Property Description II. Disclosure III. Instructions to Bidders IV. Bid Form Exhibit "A" Legal Description of Property Exhibit "B" Purchase and Sale Agreement Page 2 SEOPW / CRA 02- 183 E = t PROPERTY DESCRIPTION The Southeast Overtown/Park West Community Redevelopment Agency, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (hereafter "Seller" or "CRA") is soliciting bids for the sale of the land located at 936 NW 3rd Avenue, Miami, Florida (the "Property"), more particularly described in Exhibit "A" attached hereto and made a part hereof. Property Profile: Total Size: Approximately 5,390 s.f. (0.1237 acres, more or less). Zoning: The Property is presently zoned C-1 Restricted Commercial. This designation generally allows for higher density residential uses, office uses, and commercial activities, which serve the daily retailing and service needs of the public, typically requiring easy access by pedestrian and private automobiles. This category is located in areas directly served by arterial or collector roadways, or directly accessible via mass transportation system. Minimum lot size is 5,000 square feet; minimum lot width is 50 feet; maximum floor area ratio is 1.72 times the gross lot area. Off-street parking requirements are typically one space per 300 square feet of gross floor area. Access/Frontage: • The general boundaries of the neighborhood extend North from NW 51h Street to 281h Street, and west from North Miami Avenue to NW 7th Avenue. The neighborhood is further intersected by the I-95 and I-395 elevated expressway. • Northwest 3rd Avenue is a major north -south traffic artery though the neighborhood, with local retail and commercial stores and shops mixed with residential use. The newest neighborhood strip shopping center is located on 3rd Avenue at 15th Street, north of the Property. • The Property is centrally located in Miami within an older neighborhood, which is over 90% developed. o The Property is rectangular in shape with a 54 ft. frontage along NW 3rd Avenue and is 100 ft. in depth. • It is conveniently located in the northwest sector of the City of Miami, within the residential neighborhood known as Overtown. This is a close - in residential and commercial area immediately north of the City of Miami central business district. Improvements: E The property was recently improved with paving, grading and drainage. It is partially fenced and improved with electricity and irrigation. It is currently used as part of a community redevelopment parking lot. Page 3 ITB CRA P5 10-11-02 SEOPW/CRA 02- 183 O,�tion to Convey Reduced Square Footage: Seller may choose not to convey a portion of the Property and may choose to deed the reserved portion to an adjacent property owner. It is estimated that the amount of property that Seller may choose not to convey will be approximately three and nine tenths (3.9) feet in width and run the entire length of the northern boundary of the property (3.9' x 100' = 390 sq. ft.); however, the Seller reserves the right to increase or decrease this amount. If the Seller exercises the option not to convey a portion of the property, Seller shall provide a credit to the successful Bidder (Purchaser) at closing equal to one five thousand three hundred ninetieth (1/5390) of the Bid price times the square footage not conveyed and the legal description shall be adjusted accordingly. If the Seller conveys less than 5,000 square feet to the successful Bidder (Purchaser) the lot will be an illegal nonconforming lot. Payment in Lieu of Taxes: The successful Bidder (Purchaser) shall be required to accept a deed restriction, which shall be binding on the Purchaser, its successors, heirs and assignees. This restriction shall provide that if the Property, or any portion thereof, is purchased by an "exempt entity" or is utilized for an exempt purpose, as such terms are defined under Chapter 196 Florida Statutes the owner of the Property shall pay to the CRA each year a payment in lieu of taxes (PILOT). The yearly PILOT shall be an amount equal to the sales price, adjusted annually for the consumer price index, times the City of Miami's then current millage rate. In the event the CRA is no longer in existence the PILOT shall be paid to the City of Miami and shall be an amount equal to the taxes the City of Miami would have received had the property not been exempt from taxation. General Information: The Property is being offered for sale "as is" "where is". No representations or warranties of any kind or nature are made as to the Property's condition, or its allowable occupancy or use. The property is being conveyed by quitclaim deed. The Seller has procured a Phase I Environmental Survey and a Limited Phase II Subsurface Assessment Report of the Property. Some evidence of contamination was found. You may review this report at 300 Biscayne Boulevard Way, Suite 309, Miami, Florida 33131. You may also purchase a copy of this report by sending a check in the amount of $12.00 made payable to the "Southeast Overtown/Park West Community Redevelopment Agency" and mailed to above address. The Seller does not warrant or guarantee the content of this report. Bidders shall be permitted to inspect the Property. In connection with such inspection, there shall be no soil tests or other invasive tests, which can or may cause damage to the Property unless the Bidder has received the Seller's prior written approval for such tests. Bidders must furnish the Seller a copy of all test results. All such entries upon the Property shall be at the risk of Bidder and the Seller shall have no liability for any injuries sustained by Bidder or any of Bidder's agents or contractors. Upon completion of Bidder's investigations and tests, Bidder agrees to promptly repair any damage to the Property caused by Bidder, its agents ITB CRA P5 10-11-02 Page 4 SEOPW/CRA 02- 183 r and contractors and restore the Property to the same condition, as existed before Bidder's entry upon the Property. Prior to any entry upon the Property for purposes of inspection or testing, Bidders and Bidder's agents and contractors, shall execute an Inspection Indemnity Form. This Invitation to Bid and any addenda is being issued by and on behalf of the CRA. The contact person for all inquiries related to the Invitation to Bid is Chelsa Arscott-Douglas, Policy and Program Development Administrator, Southeast Overtown/Park West Community Redevelopment Agency at (305) 579-3324. The CRA has issued this Invitation to Bid for the purpose of selling the Property in accordance with its requirements and guidelines. ITB CRA P5 10-11-02 Page 5 SEOPW/CRA 02- 183 DISCLOSURES The Seller hereby advises prospective Bidders (Purchasers) of the following: 1. The Property has been divided by deed. The present boundaries of the Property are not in conformance with the recorded plat. Replatting may be required to use or develop the Property. 2. Improvements on the Property may have been constructed without the required permits. 3. There may be open permits on the Property. 4. The Property may not have a certificate of use and may be unusable until a certificate of use is obtained. 5. Recently constructed improvements on the Property may be encroaching on neighboring properties. 6. Improvements on neighboring properties may be encroaching on the Property. 7. The Seller has procured a Phase I Environmental Survey and a Limited Phase II Subsurface Assessment Report of the Property. Some evidence of contamination was found. You may review this report at 300 Biscayne Boulevard Way, Suite 309, Miami, Florida 33131. 8. The successful Bidder (Purchaser) will be required to accept a deed restriction, which shall be binding on the successful Bidder (Purchaser), its successors, heirs and assignees. This restriction shall provide that the property must be used solely as a parking lot for a period of ten (10) years from the closing date. 9. The Seller may choose not to convey a portion of the Property and may choose to deed the reserved portion to an adjacent property owner. It is estimated that the amount of property that Seller may choose not to convey will be approximately three and nine tenths (3.9) feet in width and run the entire length of the northern boundary of the property (3.9' x 100' = 390 sq. ft.); however, the Seller reserves the right to increase or decrease this amount. If the Seller exercises the option not to convey a portion of the property, Seller shall provide a credit to the successful Bidder (Purchaser) at closing equal to one five thousand three hundred ninetieth (1/5390) of the Bid price times the square footage not conveyed and the legal description shall be adjusted accordingly. If the Seller conveys less than 5,000 square feet to the successful Bidder (Purchaser) the lot will be an illegal nonconforming lot. ITB CRA P5 10-11-02 Page 6 SEO PWIC A 10. The Seller may require that the successful Bidder (Purchaser) support the replatting of those properties in this block that were divided by deed and the granting of a variance to the property on the northern boundary of the Property. The successful Bidder (Purchaser) may be required to join in the replatting. Page 7 SLCPW / CRA ITB CRA P5 10-11-02 02- 183 t INSTRUCTIONS TO BIDDERS Bid Submission: Bidders must complete, acknowledge and submit their Bid in accordance with the instructions set forth herein. Additional documentation required to be submitted by the Bidder, if any, should be attached to the completed form. Bid Due Date: Whether forwarded by mail or personally delivered, the Bid envelope must be received by the Office of the City Clerk, City of Miami, City Hall, 3500 Pan American Drive, Miami, Florida 33133, by 11:30 AM on Wednesday, December 11 , 2002. Untimely submissions, or submissions delivered to another location, will not be accepted. Bids shall be in a sealed envelope and shall contain the following information on the face of the envelope: BID FROM: J. E. J. PROPERTIES, INC. Name 950 NW 3rd Avenue Address Miami, FL 33136 OFFER TO PURCHASE CRA PROPERTY LOCATED AT 936 NW 3RD AVENUE MIAMI, FL DUE DATE: December 11, 2002TIME: 11:30 AM Sijznature of Bidder: Bidders must sign the Bid Document in the space provided for signature. If the Bidder is a partnership, the word "Authorized General Partner" shall appear after the signature of the partner. Proof of authority of the partner executing the Bid on behalf of the partnership shall be attached to the Bid Form. If the Bidder is a corporation, the required signature will be of the President or Vice President or Chief Executive Officer with the official corporate seal affixed thereto. Rejection of Bid: The CRA reserves the right to sell the Property at a value determined to be in the public interest for uses in accordance with the community redevelopment plan. In determining a value as being in the public interest, the CRA shall take into account and give consideration to the long-term benefits to be achieved by the community redevelopment agency resulting from incurring short- term losses or costs in the disposal of the Property; the uses provided in the redevelopment plan; the restrictions upon, and the covenants, conditions, and obligations assumed by, the purchaser; and the objectives of the plan for the prevention of the recurrence of slum or blighted areas. Specifically, the CRA reserves the right to accept the Bid it deems most favorable in its sole and unfettered discretion. The CRA need not accept the highest bid. The CRA may accept any responsive and responsible Bid, waive any irregularities in any Bid, cancel this Invitation to Bid before Bid opening, reject any or all Bids after Bid opening, and/or readvertise for Bids. Page 8 SEOPW / CR.A ITB CRA PS 10- ] 1-02 No Withdrawal of Bid: Any Bid may be withdrawn for any reason prior to the final time for receipt of Bids. A Bidder who withdraws his/her Bid after the final time for receipt of Bids will forfeit his/her Bid Deposit, which will become the property of the CRA, and the Bidder waives all claims with respect thereto. Bid Deposit: All Bids must be accompanied by a Bid Deposit as a guarantee in the form of a certified check, cashier's check, official bank check or money order (NO CASH) made payable to the "Southeast Overtown/Park West Community Redevelopment Agency" in the amount of 10% of the purchase price offered. Bid Price: 1) No Bid will be considered below Fifty Thousand dollars ($50,000.00). 2) The Purchase Price, less credits, if any, shall be payable in certified check, cashier's check, official bank check or wire transfer at the time of closing. 3) All costs incurred by the CRA in the sale of the Property, including the CRA's cost of conducting this competition, shall be paid by the Bidder (Purchaser) by cashier's check or certified check at Closing. The Bidder (Purchaser) shall not be responsible for the cost of any certified, confirmed and ratified special assessment liens as of the date of the Purchase and Sale Agreement. The CRA will not pay the cost of curing title defects. The costs incurred by the CRA in connection with the sale will not exceed five thousand dollars ($5,000). 4) If the Purchase Price or any part thereof is to be financed by a third party loan, the Bidder (Purchaser) shall obtain a written commitment for such loan within seven (7) days after the Effective Date of the Purchase and Sale Agreement and remove any contingencies therein within twenty-seven (27) days of the Effective Date of the Purchase and Sale Agreement unless an extension is granted in writing by the CRA. Bidder (Purchaser) shall apply for such loan within three (3) days after the Effective Date of the Purchase and Sale Agreement and use reasonable diligence to obtain the loan commitment, to meet the terms and conditions of the commitment, and to close the loan. Bidder (Purchaser) shall pay all loan expenses. If Bidder (Purchaser) fails to obtain the loan commitment, or remove all contingencies within the periods set forth above, then the CRA may cancel the Purchase and Sale Agreement in which event the Bid Deposit shall be returned without interest by the CRA and the Purchase Deposit, together with any accrued interest thereon shall be returned to Bidder Page 9 ITB CRA P5 10-11-02 SEOPW/CRA 02- 183 N N (Purchaser). The CRA may choose, but shall not be obligated, to provide financing for the acquisition of this Property. Interpretation of Bid Documents: Each Bidder shall thoroughly examine the Bid Documents and judge for him/herself all matters relating to the conditions and requirements of this Invitation to Bid. Bidders are invited to request clarification of any of the requirements or conditions expressed herein prior to submission of his/her Bid by writing to Chelsa Arscott-Douglas, Policy and Program Development Administrator, Southeast Overtown/Park West Community Redevelopment Agency 300 Biscayne Boulevard Way, Suite 309, Miami, Florida 33131 or by contacting Ms. Arscott-Douglas at (305) 579-3324. Acceptance Process The CRA intends to consummate the sale of the Property substantially in accordance with the terms and conditions set forth in the Purchase and Sale Agreement (the "Agreement") attached hereto as Exhibit "B." The Bidder submitting the Bid considered most favorable by the CRA will receive written notice (the "Notice") advising him/her of the time and place for execution of the Agreement. The time frames set forth in the attached Agreement are the time frames preferred by the CRA. The CRA will consider requests for a reasonable extension of the time frames in order to provide a purchaser sufficient time to conduct its due diligence. The CRA Board of Directors must expressly authorize the Executive Director to execute the Agreement. The Agreement shall not be deemed binding until such time as it is approved by the CRA's Board of Directors and fully executed by both parties. Any Bid which is incomplete, conditional, or which contains irregularities of any kind, may be rejected at the sole discretion of the CRA. In the event that a Bid is recommended for acceptance by the Executive Director and the Bidder fails to execute the Purchase and Sale Agreement within fifteen (15) days from the date notice of such recommendation is mailed to the Bidder, the CRA shall retain the Bid Deposit as liquidated damages, and not as a penalty, and reserves the right to recommend to the CRA's Board of Directors the Bid of any other Bidder, or readvertise using the same or revised documentation, at its sole discretion. Page 10 ITB CRA P5 10-11-02 SEOPW/CRA 02- 183 4 shall be returned by Escrow Agent to Purchaser. The CRA may choose, but shall not be obligated, to provide financing for the acquisition of this Property. 5. The undersigned understands that this Bid is a firm offer and that upon notice from the Executive Director that he will recommend the Bid to the CRA Board of Directors, which notice shall be mailed to the undersigned at the address stated below, the undersigned will, within fifteen (15) days after receipt of such notice or such reasonable time thereafter as determined in the Executive Director's sole discretion, execute a Purchase and Sale Agreement (in substantially the form attached as Exhibit "B"). The undersigned further acknowledges that in the event the undersigned withdraws his/her Bid after the Bid Due Date or if the Bidder fails to execute a Purchase and Sale Agreement within the time frame set forth above, the Bid Deposit shall be kept by the CRA as liquidated damages and not as a penalty Bidders Initials. 6. The undersigned understands that all Bid Deposits, except for the Bid Deposits of the three (3) Bidders the CRA considers to have submitted the most favorable, responsible, and responsive Bids, will be returned within ten (10) business days after the opening of the Bids. The remaining Bid Deposits, except that of the Bidder whose Bid is accepted by the Executive Director, will be returned within approximately ten (10) business days from the date of execution by the Bidder (Purchaser) and the CRA of the Purchase and Sale Agreement. The undersigned further understands that if he/she is the successful Bidder, the Bid Deposit will be retained by the CRA and credited towards the purchase price. The Bidder/Purchaser shall not receive any interest on the Bid Deposit. 1 �j, Bidder's Initials. 7. The undersigned understands that if this Bid is accepted, the Bidder must at the time of executing the Purchase and Sale Agreement deposit with the Escrow Agent an additional 10% of the Purchase Price (the "Purchase Deposit") which sum shall be retained in escrow and will credited toward the PurchasePrice. I, —tk Bidder's Initials. 8. The undersigned understands that if this Bid is accepted, the undersigned will pay the costs incurred by the CRA in the sale of the Property, inclusive of CRA's cost of conducting this competition which amount shall not exceed five thousa d dollars ($5,000). J Bidder's Initials. 9. The undersigned represents that this Bid is made in good faith without fraud or collusion, and that the undersigned has not entered into any agreement Page 12 ITB CRA P5 10-11-02 gE®PW/CRA 02- 183 WN with any other Bidder or prospective Bidder or with any other person, firm or corporation relating to the purchase price stated in this Bid or in any other Bid, nor any agreement or arrangement under which any person, firm or corporation is to refrain from Bidding, nor any agreement or arrangement for any act or omission in restraint of free competition among Bidders. The undersigned agrees to hold harmless, defend, and indemnify the CRA for any noncompliance by the undersigned with the aforementioned representations, or with the antitrust laws of the United States, or the laws of the State of Florida, 'J Bidder's Initials. 10. The undersigned understands that the CRA Board of Directors must expressly authorize the Executive Director to execute the Purchase and Sale Agreement for purposes of consummating the transaction. No Bid shall be deemed binding on the CRA until such time as the Purchase and Sale Agreem ent is fully executed by the parties. Bidder's Initials. 11. The undersigned understands that the successful Bidder (Purchaser) shall be required -to accept a deed restriction, which shall be binding on the Purchaser, its successors, heirs and assignees. This restriction shall provide that if the Property, or any portion thereof, is purchased by an "exempt entity" or :is utilized for an "exempt purpose", as those terms are used and/or defined under Chapter 196 Florida Statutes, the owner of the Property shall pay to the CRA each year a payment in lieu of taxes (PILOT). The yearly PILOT shall be an amount equal to the sales price, adjusted annually for the consumer price index, times the City of Miami's then current millage rate. In the event the CRA is no longer in existence the PILOT shall be paid to the City of Miami and shall be an amount equal to the taxes the City of Miami would have received had the property not been exempt from taxation. Bidder's Initials. 12. The undersigned understands that the successful Bidder (Purchaser) will be required to accept to a deed restriction, which shall be binding on the Purchaser, its successors, heirs and assignees. This restriction shall provide that the property must be used solely as a parking lot for a period of ten (10) years from he closing date. � -�1/' • Bidder's Initials. 13. The undersigned understands that the Seller may choose not to convey a portion of the Property and may choose to deed the reserved portion to an adjacent property owner. It is estimated that the amount of property that Page 13 ITB CRA P5 10-11-02 SEOPW/CRA u2- 183 Seller may choose not to convey will be approximately three and nine tenths (3.9) feet in width and run the entire length of the northern boundary of the property (3.9' x 100' = 390 sq. ft.); however, the Seller reserves the right to increase or decrease this amount. If the Seller exercises the option not to convey a portion of the property, Seller shall provide a credit to the successful Bidder (Purchaser) at closing equal to one five thousand three hundred ninetieth (1/5390) of the Bid price times the square footage not conveyed and the legal description shall be adjusted accordingly. If the Seller conveys less than 5,000 square feet the lot will be an illegal nonconforming lot. Bidder's Initials. 14. The undersigned understands that the Seller has procured a Phase I Environmental Survey and a Limited Phase II Subsurface Assessment Report of the Property, that some evidence of contamination was found, and acknowledges that the complete report was made available to the Bidder (Purchaser) :7nspection.' Bidder's Initials. 15. The undersigned acknowledges that he/she has read and understood the disclosures contained in Section II of the Invitation to Bid, has investigated same, and has fully accounted for them in this Bid. y: Y Bidder's Initials. BID SUBMITTED BY (complete appropriate section below) ITB CRA P5 10-11-02 Page 14 SEOPW/Cif. 02- 183 M Signature of Bidder Print Name of Bidder STATE OF FLORIDA COUNTY OF bidder) INDWIDUAL Address SS The foregoing instrument was acknowledged before me this day of 2002 by (name of who is personally known to me or who has produced identification and who did (did not) take an oath. Signature of Notary Public Print Name Commission No. ITB CRA P5 10-11-02 Page 15 _ (type of identification) as s1?,CPW/CRA 02- 183 PARTNERSHIP Name of Partnership Signature of Authorized Representative Print Name and Title STATE OF FLORIDA ) SS COUNTY OF ) Address Address The foregoing instrument was acknowledged before me this day of , 2002 by (name of authorized representative) on behalf of partnership. (name of partnership), a He/she is personally known to me or who has produced (type of identification) as identification and who did (did not) take an oath. Signature of Notary Public Print Name Commission No. MEMBERS OF PARTNERSHIP MUST ATTACH (1) COPY OF PARTNERSHIP AGREEMENT(S) AND AMENDMENTS THERETO, IF ANY, (2) LIST OF NAMES AND ADDRESSES OF ALL PARTNERS SPECIFYING WHETHER EACH IS A GENERAL OR LIMITED PARTNER, (3) PROOF OF AUTHORITY OF THE PARTY EXECUTING THIS BID ON BEHALF OF THE PARTNERSHIP, AND (4) AFFIDAVIT THAT THE INFORMATION LISTED IS CURRENT, TRUE AND CORRECT. ITB CRA P5 10-11-02 Page 16 SEOPW / CRA 02- 18 CORPORATION Corporation is incorporated in the State of FLORIDA President SHIRLENE INGRAHAM Vice President SHIRLENE INGRAHAM Secretary SHIRLENE INGRAHAM Treasurer SHIRLENE INGRAHAM Princ*pal Place of siness is in Signature of President, Vice President or CEO MIAMI-DARE COUNTY, FLORIDA SHIRLENE INGRAHAM PRESIDENT Print Name and Title (Corporate Seal, , fJ 0,� ATTEST. .�->, , Secretary SHIRLENE INGRAHAM Print Name STATE OF FLORIDA ) ) SS COUNTY OF MIAMI-DADE ) 950 NW 3RD AVENUE Address MIAMI, FL 33136 The foregoing instrument was acknowledged before me this day of DECEMBER , 2002 by SHIRLENE INGRAHAM, PRFSTDR1(name of officer or agent, title of officer or agent) of J. E. J. PROPERTIES. INC (name of corporation), a FLORIDA (state or place of incorporation) corporation, on behalf of the corporation. He/she is personally known to me or has produced FLORIDA DRIVER'S LICENSE (type of identification) asA"dntifi ation and who did (did not) take an oath. ignature of Notary Public�ir�TCiSL'td�l;Ysi STEPHEN S. SIEGEL Print Name co nf; �g � S7'EFI-3E1V S �;�'uL;� NE?TAF:Y PUB13C STATE OF FLo- it — C4'ti'MCC875686 �+IYCUiq?vf;J'- r 23;o1.% Commission No. ATTACH COPY OF (1) CORPORATE CHARTER, (2) CURRENT CERTIFICATE OF CORPORATE GOOD STANDING, (3) PROOF OF REGISTRATION WITH FLORIDA SECRETARY OF STATE, (4) CERTIFICATE EVIDENCING COMPLIANCE WITH THE FLORIDA FICTITIOUS NAME STATUTE, IF APPLICABLE, (5) COMPLETE LIST OF OFFICERS AND DIRECTORS, AND (6) DULY SIGNED AND DATED CORPORATE RESOLUTION GIVING SPECIFIC AUTHORITY TO SUBMIT THIS BID AND DESIGNATING THE AUTHORIZED SIGNATORY OR SIGNATORIES. Page 17 SEOPW / CRA ITB CRA P5 10-11-02 02- 183 EXHIBIT "A" Page 18 ITB CRA P5 10-11-02 SEOPW / CRA 02- 183 r f 10 L1- � F1T i- THE O M N I REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF T H E CITY OF MIAMI REQUEST FOR LETTERS OF INTEREST FROM PLANNING AND URBAN DESIGN FIRMS FOR THE AMENDMENT OF THE 1986 OMNI AREA REDEVELOPMENT PLAN The Omni Redevelopment District Community Redevelopment Agency of the City of Miami (the "CRA") is seeking Letters of Interest from professional planning and urban design firms for the preparation of an amendment to the CRA's 1986 Omni Area Redevelopment Plan. The Omni Redevelopment Area is located in Miami north of the Central Business District and east of the Design District (See Boundary Map). The successful firm must demonstrate a proven ability to deliver a master plan that is consistent with the City of Miami's Comprehensive Plan and which integrates the Omni Redevelopment Area with surrounding development projects including: the Bicentennial Renewal Project, the FEC Corridor renovation project, the Southeast Overtown/Parkwest Redevelopment Plan, and the Design District. In addition, the successful firm must have a proven ability to deliver a master plan that reinforces open space and the public domain, is human in scale, and which, while focused on the immediate needs of the site, its surroundings and context, acknowledges, integrates, and promotes future development of the Omni Redevelopment Area. In preparing the amendment to the 1986 Omni Area Redevelopment Plan, the consultant will work with the Bicentennial Park/FEC Waterfront Renewal Committee, the City of Miami, the Omni Advisory Board, the Omni-Parkwest Advisory Board, the Performing Arts Center Trust Committee and the newly established Omni Development Committee. The amendment will include design guidelines and standards for redevelopment as well as proposed zoning overlays for the .,Op W / CRA 02-- 183 { 3' area. The time frame for the project will not exceed 24 months. Letters of Interest must contain: • The firm's qualifications. • Resume of principals in the firm. • Examples of prior relevant work. Letters of Interest must be received no later than 5:00 pm., December 10, 2002, addressed to Chelsa Arscott-Douglas, Policy and Program Development Administrator of the Omni Redevelopment District Community Redevelopment Agency, at 300 Biscayne Boulevard Way, Suite 309 (Mezzanine Floor), Miami, Florida 33131. It is recommended that all interested parties pick up a copy of the 1986 Omni Redevelopment Plan (as amended in 1987) for review. Hard copies of the existing redevelopment plan are available in the office at a cost of $10 each. For further information, please contact Rebekah Lowe at (305) 579-3324. The Omni Redevelopment District Community Redevelopment Agency reserves the right to accept any Letter(s) of Interest deemed to be in the best interest of the agency, to waive any irregularities in any response, to reject any and all responses, to cancel this request at any time, and/or to re -advertise for Letters of Interest. Adv. No. Annette Lewis Acting Executive Director SBUPW / CRA 02- 183 .v� EXHIBIT "B" PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this day of , 2002, by and between THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with offices at 300 Biscayne Boulevard Way, Suite 309, Miami, Florida, 33131 (hereafter "Seller" or "CRA"), and with offices at , ('Purchaser"). The Parties hereby agree that Seller shall sell and Purchaser shall buy the following property upon the following terms and conditions: 1. DESCRIPTION OF PROPERTY A. Legal Description Legal description as set forth in Exhibit "A" attached hereto and made a part hereof (as may be adjusted per Section 2B below). B. Street Address 936 N.W. 3rd Avenue Miami, Florida 33136 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of (the 'Purchase Price"). The Purchase Price shall be payable as follows: A. Deposit. (1) Upon signing this Agreement, the Purchaser shall deliver to (the "Escrow Agent") an additional deposit in the amount of 10% of the Purchase Price (the "Purchase Deposit"). (2) The Purchase Deposit shall be placed by the Escrow Agent in an interest bearing account until this transaction is closed. The interest earned on the Purchase Deposit shall belong to Purchaser. ITB CRA PS ] 0- ] 1-02 Page 19 SEOPW / CRC 02" 183 (3) At Closing (as hereinafter defined) the Purchase Deposit, and all interest earned on the Deposit shall be delivered by the Escrow Agent to the Seller and credited against the Purchase Price. The Purchase Deposit is non-refundable except in the event this Agreement is terminated as provided in paragraphs 4E, 5 or 30 herein. B. Option to Convey Reduced Square Footage. The Seller may choose not to convey a portion of the Property and may choose to deed the reserved portion to an adjacent property owner. It is currently estimated that the amount of property that Seller may choose not to convey will be approximately three and nine tenths (3.9) feet in width and run the entire length of the northern boundary of the property (3.9' x 100' _ 390 sq. ft.). The Seller reserves the right to increase or decrease the amount of property not conveyed prior to closing. If the Seller exercises this option, Seller shall provide a prorated credit to the Purchaser at closing equal to one five thousand three hundred ninetieth (1/5390) of the Bid price times the square footage not conveyed and the legal description shall be adjusted accordingly. Purchaser acknowledges that if the Seller conveys less than 5,000 square feet the lot will be an illegal nonconforming lot. C. Closing Payment. At Closing, the Purchase Deposit plus the balance of the Purchase Price, (increased or decreased by adjustments, credits, prorations, costs, and expenses as set forth in Section 12 of this Agreement) shall be paid by the Purchaser to the Seller by cashier's check, certified check, official bank check, or wire transfer. 3. EFFECTIVE DATE/TIME OF ACCEPTANCE The Effective Date of this Agreement shall be the date on which this Agreement is accepted and executed on behalf of the Seller. 4. ENVIRONMENTAL MATTERS A. Definitions. For purposes of this Agreement: The term "Hazardous Materials" shall mean and include without limitation, any substance which is, or contains, (A) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (B) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act (15 ITB CRA P5 10-11-02 Page 20 SEOPW / CRA 02- 183 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended of the United States, the states, the counties, the cities, or any other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil). B. Disclaimer As To Environmental Matters. Purchaser acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to, concerning or with respect to environmental matters with reference to the Property, including, but not limited to: (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the compliance of or by the Property, or its operation with any Environmental Requirements, (c) any representations regarding compliance with any environmental protection, pollution, land use, zoning, or development of regional impact laws, rules, regulations, orders or requirements, including the existence in or on the Property of Hazardous Materials. Purchaser further acknowledges and agrees that it is being given the opportunity to inspect the Property, and all relevant documents and records of the Seller as they relate to the Property, including the Level I Environmental Site Assessment and Limited Phase II Subsurface Assessment Report on file at 300 Biscayne Boulevard Way, Suite 309, Miami, Florida 33131, which report revealed some evidence of contamination, and other documents that may exist in the public records of the state, county and/or city relating to the environmental condition of the Property as part of this Agreement and that Purchaser is not relying solely upon any documents ITB CRA P5 10-11-02 Page 21 SEOPW / cRA 02- 183 provided by, or representations made by or on behalf of Seller, but that Purchaser is responsible to conduct its own investigation of the Property. Purchaser further acknowledges and agrees that any information provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller is not liable or bound in any matter by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person. C. Inspection Period. Purchaser, its employees, agents, consultants and contractors shall have a period of twenty-five (25) days from the Effective Date (the "Investigation Period") in which to undertake at Purchaser's expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and his consultants to review and evaluate the physical characteristics of the Property and to perform certain work or inspections in connection with such evaluation (the "Environmental Inspection") after giving the Seller twenty-four (24) hours notice prior to each test performed. The CRA, at its sole option, may extend the Investigation Period for an additional twenty-five (25) days if, based upon the results of the testing, additional testing is warranted. For the purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, full right of entry upon the Property during the Inspection Period through the closing date. The right of access herein granted shall be exercised and used by Purchaser, its employees, agents, representatives and contractors in such a manner as not to cause any material damage or destruction of any nature whatsoever to, or interruption of the use of, the Property by the Seller, its employees, officers, agents and tenants. D. Inspection Indemnity, Insurance and Releases. Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Seller granting a continuing right of entry, the Purchaser agrees to: (i) immediately pay or cause to be removed any liens filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the inspection of the Property; (ii) immediately repair and restore the Property to its condition existing immediately prior to the Inspection Period; and (iii) indemnify, defend and hold harmless Seller, its employees, officers and agents, from and against all claims, damages or losses incurred to the Property, or anyone on the Property as a result of the actions taken by the Purchaser, any of its ITB CRA P5 10-11-02 Page 22 SEOPW / CRC 02- 183 13 employees, agents, representatives or contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, with respect to the inspection of the Property, regardless of whether or not such claim, demand, cause of action, damage, liability, loss or expense is caused in part by Seller, its employees, officers and agents, provided, however, Purchaser shall not be liable for the gross negligence or intentional misconduct of Seller, its employees, officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution where appropriate. The provisions of this indemnity shall survive closing or termination of this Agreement. Prior to Purchaser entering upon the Property for purposes of the Environmental Inspection, Purchaser shall furnish to Seller policies of insurance or certificates of insurance, in such form and amounts as are acceptable to Seller, protecting the Seller during the course of such testing from all claims for personal injury and property damage arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, upon the Property or in connection with the Environmental Inspection. Purchaser hereby waives any and all claims against the Seller for personal injury or property damage sustained by the Purchaser, its employees, agents, contractors, or consultants arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors upon the Property or in connection with the Environmental Inspection and releases the Seller from any claims in connection therewith. E. Remedies/Right of Termination. If, during the Investigation Period, Purchaser discovers the presence of Hazardous Materials on the Property in levels or concentrations which exceed the standards set forth by DERM, the State, or the Federal Government then, prior to the end of the Inspection Period, Purchaser shall notify Seller in writing and deliver to Seller copies of all written reports concerning such Hazardous Materials (the "Environmental Notice"). The Purchaser and Seller shall have seven (7) business days from the date the Seller receives the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the event the Purchaser and Seller are unable to reach agreement with respect thereto within the seven (7) business day period provided herein, the parties shall have the option within two (2) calendar days of the expiration of the seven (7) business day period to terminate this Agreement by written notice to the other party whereupon: (i) all property data and all studies, analysis, reports and plans concerning the Property delivered by Seller to Purchaser, or prepared by or on behalf of the Purchaser, shall be delivered by Purchaser to the Seller; (ii) the Bid Deposit, ITB CRA PS 10-11-02 Page 23 SEOPW / CRA 02- 183 without interest, shall be returned by Seller and the Purchase Deposit and all interest earned thereon shall be returned by Escrow Agent to Purchaser; and (iii) except for those obligations specifically stated herein to survive termination, the parties shall thereupon be relieved of any and all further responsibility or obligation hereunder. F. Waiver and Release. In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that, to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "AS IS" "WHERE IS" basis with all faults. Purchaser on behalf of itself and its successors, heirs, and assigns waives, releases, acquits, and forever discharges Seller, its successors and assigns, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its successors or assigns now has or which may arise in the future on account or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property including, without limitation, any Hazardous Materials in, at, on, under, or related to the Property, or any violation or potential violation or any Environmental Requirement applicable thereto. In addition, Purchaser specifically waives all current and future claims and causes of action against Seller arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or state law or county regulation relating to Hazardous Materials in, on, or under the Property. This release shall survive closing or termination of this Agreement. 5. TITLE EVIDENCE Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents, which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof. Seller shall have no obligation to assist in Purchaser's title examination or the obtaining of title insurance; but, to the extent Seller has evidence of title, including abstracts, prior title policies, and title reports, Seller shall provide copies of same to Purchaser, within five (5) calendar days of the Effective Date. Purchaser's examination of title shall be completed within twenty-one (21) days of the Effective Date. In the event Purchaser's examination of title, reflects any condition which renders the title unmarketable in accordance with the standards of the Florida Bar (the "Title Defect"), the Purchaser shall notify Seller in writing within twenty-one (21) days of the effective date and allow the Seller sixty (60) calendar days in which to cure the Title ITB CRA P5 10-11-02 Page 24 SE& W I CPA 02- 183 6. Defect. The Seller shall not be required to make any effort, or bring any action, or to incur any expense, to cure any Title Defect or objection. If Seller shall be unable to convey title to the Property according to provisions of this Agreement, Purchaser may: (i) elect to accept such title as Seller may be able to convey, with no reduction in Purchase Price; or (ii) terminate this Agreement by delivering to Seller written notice of such termination together with all property data, studies, analyses, reports, plans and abstracts of title concerning the Property delivered by Seller to Purchaser or prepared by or on behalf of Purchaser; in which case the Bid Deposit, without interest, shall be returned by Seller and the Purchase Deposit and all interest earned thereon shall be returned by the Escrow Agent to Purchaser and, except for those obligations specifically stated herein to survive termination, the parties shall thereupon be relieved of any and all further responsibility or obligation hereunder. DISCLAIMER OF WARRANTIES AS TO PROPERTY• "AS IS" CONVEYANCE. Purchaser is purchasing the Property in an "AS IS" / "WHERE IS" condition and specifically and expressly without any warranties, representations or guaranties, either express or implied, of any kind, nature or type whatsoever from or on behalf of Seller. Without in any way limiting the generality of the immediately preceding, and in addition to the specific disclaimers set forth in Section 4 of this Agreement with respect to Environmental Matters, Purchaser further acknowledges and agrees that in entering into this Agreement and purchasing the Property: (1) Seller has not made, warranties or representations, respect to the Property, its marketability; does not, and will not make any whether express or implied, with condition, value, profitability, or (2) Seller has not made, does not, and will not make any warranties, whether express or implied, of habitability or suitability of the Property for any activities or uses which Purchaser may desire to conduct thereon; (3) Seller has not made, does not, and will not make any representations, whether express or implied, with respect to compliance with any land use, zoning or development of regional impact laws, rules, regulations, orders or requirements. (4) Purchaser has made and/or has been given an adequate opportunity to make such legal, factual, or other inquiries and investigations as Purchaser deems necessary, desirable or appropriate with respect to the Property, the value or marketability thereof, and the appurtenances thereto. Such inquiries and Page 25 SEOPW / CRA ITB CRA P5 10-11-02 02- 183 investigations of Purchaser shall be deemed to include, but shall not be limited to, the condition of all portions of the Property and such state of facts as an accurate abstract of title would show; (5) Purchaser has not relied, and is not relying, upon any information, document, projection, proforma, statement, representation, guaranty or warranty, whether express or implied, oral or written, material or immaterial that may have been given by or made by or on behalf of Seller. The provisions of this Section shall survive closing or termination of this agreement. 7. RESTRICTIONS. EASEMENTS AND LIMITATIONS The Purchaser further agrees it shall take title subject to: zoning, restrictions, prohibitions, and other requirements imposed by governmental authorities including, but not limited to, public utility easements and all matters appearing on the public records. 8. CLOSING DATE Closing shall take place within forty-five (45) days after the Effective Date, unless extended in writing by the Seller, at a mutually agreeable time (the "Closing") at the City of Miami, Office of the City Attorney, located at 444 SW 2 Avenue, Suite 945, Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date for Closing. Notwithstanding the foregoing, in the event the Seller elects to satisfy any title objections pursuant to the terms of Section 5 hereof, then Seller shall have the right to extend the Closing date set forth herein. 9. PAYMENT IN LIEU OF TAXES The Purchaser agrees to accept a deed restriction, which shall be binding on the Purchaser, its successors, heirs, and assigns. This restriction shall provide that if the Property, or any portion thereof, is purchased by an "exempt entity" or is utilized for an "exempt purpose", as such terms are used or defined under Chapter 196 Florida Statutes the owner of the Property shall pay to the CRA each year a payment in lieu of taxes (PILOT). The yearly PILOT shall be an amount equal to the sales price, adjusted annually for the consumer price index, times the City of Miami's then current millage rate. In the event the CRA is no longer in existence the PILOT shall be paid to the City of Miami and shall be an amount equal to the taxes the City of Miami would have received had the property not been exempt from taxation. ITB CRA P5 10-11-02 Page 26 SEOPW/CRA 02- 183 HIM 10. RESTRICTION ON USE The Purchaser agrees to accept to a deed restriction, which shall be binding on the Purchaser, its successors, heirs and assigns. This restriction shall provide that the property must be used solely as a parking lot for a period of ten (10) years from the Closing Date. 11. CLOSING DOCUMENTS A. Seller's Closing Documents: At Closing, Seller shall execute and/or deliver to Purchaser the following: (1) Quitclaim Deed with restrictions and subject to conditions, restrictions, easements and limitations of record; (2) A Closing Statement; (3) A Seller's Affidavit and a Non -Foreign Affidavit; (4) Such documents as are necessary to fully authorize the sale of the Property and the execution of all closing documents by Seller; and (5) Any other documents reasonably necessary or advisable to consummate the transaction contemplated herein. B. Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or deliver to Seller the following: (1) Such documents as are necessary to fully authorize the purchase of the Property and the execution of all closing documents by Purchaser; (2) Any other documents reasonably necessary or advisable to consummate the transaction contemplated herein; and (3) The balance of the Purchase Price as provided for in Section 2 herein. 12. CLOSING COSTS AND ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser as follows: ITB CRA PS 10-11-02 Page 27 SEOPW/CRA 02- 183 M A. Adjustments and Proration (1) Real Estate Taxes: Real property taxes, if any, shall be prorated as of the Closing Date. (2) Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Seller. Pending liens as of the Closing Date shall be assumed by Purchaser. (3) Other Taxes, Expenses, Interest, Etc: Taxes (other than real property taxes), assessments, water and sewer charges, waste fee and fire protection charges, if applicable, shall be prorated as of the Closing Date. (4) Portion Not Convey: If the Seller exercises the option not to convey a portion of the property, Seller shall provide a credit to the Purchaser at closing equal to one five thousand three hundred ninetieth (1/5390) of the Bid price times the square footage not conveyed and the legal description shall be adjusted accordingly. (5) Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of properties in the area where the Property is located. All pro - rations shall utilize the 365-day method. B. Closing Costs (1) Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. (2) Purchaser shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: (i) all inspection and environmental testing costs; (ii) all recording charges, filing fees payable in connection with the transfer of the Property hereunder; (iii) the Seller's costs incurred in connection with the public solicitation process related to the sale of the Property, which costs shall not exceed five thousand dollars ($5,000). ITB CRA P5 10-11-02 Page 28 SEOPW / CRA 02- 183 13. DEFAULT A) If this transaction does not close as a result of default by Seller, Purchaser as and for its sole and exclusive remedy shall be entitled to: (i) elect to terminate this Agreement and receive the return of the Bid Deposit, with out interest, and the Purchase Deposit with all interest thereon; or (ii) elect to waive any such conditions or defaults and to consummate the transactions contemplated by this Agreement in the same manner as if there had been no conditions or defaults and without any reduction in the Purchase Price and without any further claim against Seller. In no event shall Seller be liable to Purchaser for any actual, punitive, incidental, speculative or consequential damages, or costs or fees of any nature whatsoever. The limitation on Seller's liability set forth herein shall survive closing or termination of this Agreement. B) If this transaction does not close as a result of default by Purchaser, Seller, as and for its sole and exclusive remedy, shall retain the Bid Deposit and the Purchase Deposit and all interest earned thereon, as liquidated damages and not as a penalty for forfeiture, it being acknowledged by the parties that actual damages to Seller would be difficult or impossible to measure. C) Neither party shall be entitled to exercise any remedy for a default by the other party, except for failure to timely close, until (i) such party has given the other party notice of the default in accordance with Section 17 below and (ii) a period of ten calendar (10) days has elapsed after such notice is deemed given with the other party having failed to cure the default. 14. RISK OF LOSS The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty, or acts of God, as of the Effective Date. 15. RELEASE AND INDEMNIFICATION Purchaser and anyone claiming by, through or under Purchaser hereby fully and irrevocably releases Seller, its employees, officers, directors, representatives, agents, successors and assigns (collectively the Seller) from any and all claims that it may now have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, including, but not limited to, environmental matters, affecting the Property, or any portion thereof. Page 29 ITB CRA P5 10-11-02 Q,-p - 02- 16. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication between Purchaser and Seller, and between Purchaser and any governmental authorities having jurisdiction over environmental matters, is to be an important component of the Purchaser's Environmental Inspection period and title examination. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective behalves to be their environmental and title representatives, to wit: On behalf of Seller: On behalf of Purchaser: Annette Lewis, Executive Director Community Redevelopment Agency 300 Biscayne Boulevard Way, Ste. 309 Miami, FL 33131 Telephone (305) 579-3324 Fax (305) 372-4646 17. NOTICES All notices or other communications, which may be given pursuant to this Agreement, shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: To Seller: To Purchaser: Annette Lewis, Executive Director Community Redevelopment Agency 300 Biscayne Boulevard Way, Ste. 309 Miami, FL 33131 Telephone (305) 579-3324 Fax (305) 372-4646 With Copies To: Alejandro Vilarello General Counsel 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 ITB CRA P5 10-11-02 Page 30 SEOPW/CAA 02- 183 18. CAPTIONS AND HEADINGS The Section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be considered in interpreting this Agreement. 19. BINDING EFFECT This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. Purchaser may assign or pledge this Agreement only with the prior written consent of the CRA's Executive Director, which consent, may be withheld for any or no reason whatsoever. The transfer of ownership or control of Purchaser, or the appointment of a receiver, whether voluntary or involuntary, without the consent of Seller shall be deemed a breach of this paragraph. 20. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue shall be in Miami -Dade County, Florida. 21. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. 22. WAIVERS No waiver by either party of any failure or refusal of the other to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to comply. All remedies, rights, undertakings, obligations and agreements contained herein shall be cumulative and not mutually exclusive. 23. SURVIVAL OF REPRESENTATIONSIWARRANTIES All relevant terms of this Agreement, where appropriate, shall survive the closing and be enforceable by the respective parties until such time as extinguished by law. 24. PARTIAL INVALIDITY In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render same valid, or shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision had not been included herein, as the case may be. Page 31 ITB CRA P5 10-11-02 sEOPW / CRA 02- 183 25. 26. 27. 29. WAIVER OF TRIAL BY JURY The parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury in respect to any litigation arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This provision is a material inducement for Purchaser and Seller entering into this Agreement. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties. There are no promises, agreements, undertakings, warranties or representations, oral or written, express or implied, between the parties other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by the parties. TIME OF THE ESSENCE Time is of the essence of this Agreement and in the performance of all conditions and covenants to be performed or satisfied by either party hereto. Whenever a date specified herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the next succeeding business day. AUTHORITY OF EXECUTIVE DIRECTOR The Resolution of Seller's Board of Directors shall, in addition to approving the purchase contemplated under this Agreement, empower the Seller's Executive Director to execute amendments to this agreement or any other document necessary or desirable to accomplish this sale. FINANCING CONTINGENCY If the Purchase Price or any part thereof is to be financed by a third party loan, the Purchaser shall obtain a written commitment for such a loan within seven (7) days after the Effective Date of this Agreement and remove all contingencies within twenty (27) days after the Effective Date of this Agreement unless an extension is granted in writing by the Seller. Purchaser shall apply for such loan within three (3) days after the Effective Date of this Agreement and use reasonable diligence to obtain the loan commitment, to meet the terms and conditions of the commitment, and to close the loan. Purchaser shall pay all loan expenses. If Purchaser fails to obtain the loan commitment, or remove any contingencies within the period of time set forth above, then the Seller may cancel this Agreement in which event the Bid Deposit shall be returned without interest by the Seller and the Purchase Deposit, together with any accrued interest thereon shall be returned to Purchaser. The Seller may choose, but shall not be obligated, to provide financing for the acquisition of this Property. ITB CRA P5 10-11-02 Page 32 SEOPW / CVO 02- 183 k 30. SUPPORT OF REPLATTING AND VARIANCES Should the Seller desire that all or a portion of those properties in the block that were divided by deed be replatted, Purchaser shall support such replatting and shall join in and sign the replat if requested by Seller. Purchaser shall support the granting of variances to the property on the northern boundary of the Property if requested by Seller. Purchaser shall not be required to contribute to the cost of the replatting. The provisions of this paragraph shall survive closing. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. Witness Print Witness Print ATTEST: By: Priscilla A. Thompson City Clerk APPROVED AS TO FORM AND CORRECTNESS: By: Alejandro Vilarello General Counsel "Purchaser" SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") Im Annette Lewis Acting Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: Im Elliot Fixler, Administrator Risk Management ITB CRA P5 10-11-02 Page 33 SEOPW/ CRA 02- 183