HomeMy WebLinkAboutR-03-0471J-03-408
05/07/03
RESOLUTION NO. 03- 4 71
A RESOLUTION OF THE MIAMI CITY COMMISSION BY
A FOUR-FIFTHS AFFIRMATIVE VOTE, WITH
ATTACHMENT(S), AUTHORIZING THE CITY MANAGER
TO EXECUTE THE OPTION TO PURCHASE REAL
PROPERTY AGREEMENT ("OPTION AGREEMENT"),
ATTACHED AND INCORPORATED, BETWEEN THE CITY
OF MIAMI AND THE ESTATE OF WESNER ISSAC
FABIUS (SELLER), TO PURCHASE THE PROPERTY
LOCATED AT 263 NORTHEAST 59TH TERRACE, MIAMI,
FLORIDA ("PROPERTY"), AS LEGALLY DESCRIBED IN
"EXHIBIT A" OF THE OPTION AGREEMENT, IN
CONNECTION WITH THE DEVELOPMENT OF LITTLE
HAITI PARK, WITH A PURCHASE PRICE OF
$150,000, AND IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THE OPTION AGREEMENT;
FURTHER ALLOCATING FUNDS IN THE AMOUNT OF
$169,000 FROM THE $255 MILLION HOMELAND
DEFENSE/NEIGHBORHOOD IMPROVEMENT BONDS TO
COVER THE COSTS OF SAID ACQUISITION INCLUDING
THE COST OF SURVEY, APPRAISAL, ENVIRONMENTAL
REPORT, TITLE INSURANCE, AND DEMOLITION.
WHEREAS, Resolution No. 01-1029, adopted September 25, 2001,
directed the City Manager to take all steps necessary to initiate
and implement the development of a superlative park in the Little
Haiti area ("Park Project"); and
WHEREAS, the boundaries for the Park Project as established
by the City Commission are from Northeast 59th Street to
Northeast 67th Street between Northeast 2nd Avenue and the
Railroad Tracks, Miami, Florida; and
*z T T z aid
CITY COMMISSION
MEETING OF
MAY 0 3 2003
Resolution No.
03- 471
WHEREAS, Resolution No. 02-395, adopted April 11, 2002,
directed the City Manager to expedite the land acquisition for
the Park Project approved in the $255 Million Homeland
Defense/Neighborhood Improvement Bond Issue; and
WHEREAS, the above referenced property is within the park
boundaries and is necessary as part of the land assembly required
for the Little Haiti Park Project; and
WHEREAS, an independent appraisal established the fair
market value for the Property at $140,000; and
WHEREAS, an Option to Purchase Real Property Agreement
("Option Agreement") to purchase this property for $150,000, with
an option payment of $100 was prepared by the Department of Real
Estate and Economic Development and executed by the City Manager.
WHEREAS, the Purchase Price exceeds the appraised value of
$140,000 by $10,000 dollars; and
WHEREAS, it is a condition precedent to the validity of the
Option Agreement and its execution by the City Manager that the
City Commission approve the Option Agreement by a greater
majority of a four-fifths (4/5th,) affirmative vote; and
Page 2 of 4 03- 471
WHEREAS, failing such approval the Option Agreement shall be
automatically null and void without the necessity of further
action by either party;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. By a four-fifths (4/5ths) affirmative vote,
the City Manager is authorizedl/ to exercise the Option to
Purchase Real Property Agreement ("Option Agreement"), attached
and incorporated, between the City of Miami and the Estate of
Wesner Issac Fabius (Seller), to purchase the property located at
263 Northeast 59th Terrace ("Property"), Miami, Florida, as
legally described in "Exhibit A" of the Option Agreement, in
connection with the development of Little Haiti Park, with a
purchase price of $150,000 and in accordance with the terms and
conditions of the Option Agreement; with funds allocated, in the
amount of $169,000, from the $255 Million Homeland
Defense/Neighborhood Improvement bond to cover the costs of said
acquisition inclusive of the cost of survey, appraisal,
environmental report, title insurance, and demolition.
1� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
Page 3 of 4
03- 471
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.21
PASSED AND ADOPTED this gth day of May , 2003.
ATTEST:
P ISCILLA A. HOM ON
CITY CLERK
APPROVED AND CORRECTNESS
LLO
CI,iR ATTORNEY
7204:tr:AS:BSS
M UEL A. DIAZ, MAYOR
zi If the Mayor does not sign this Resolution, it shall
become effective at the end of ten calendar days from the
date it was passed and adopted. If the Mayor vetoes this
Resolution, it shall become effective immediately upon
override of the veto by the City Commission.
Page 4 of 4 03— 471
Prepared by:
Rafael Suarez -Rivas, Esq.
Assistant City Attorney
Office of City Attorney Alejandro Vilarello
City of Miami
444 S.W. 2nd Avenue, Ste. 945
Miami, Florida 33130
OPTION TO PURCHASE REAL PROPERTY
THIS AGREEMENT is made this day of, 2003,
between the Estate of Wesner Issac Fabius, whose principal address is 15 NW 59` Street, Miami,
Florida, 33127 ("Optionor"), and the City of Miami, (hereinafter "City" or "Optionee") a municipal
corporation organized and existing under the laws of the State of Florida, whose principal address
is 444 S.W. 2" Avenue, Ste. 325, Miami, Florida, 33130.
1. GRANT OF OPTION. Optionor hereby grants to City or Optionee the exclusive
option to purchase the real property located in Miami -Dade County, Florida, particularly described
in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in
accordance with the provisions of this Agreement. The Optionor covenants to convey the above-
described property by Warranty Deed to the City, or to such persons that the Optionee may in
writing assign or direct, for a price of One Hundred Fifty Thousand ($150,000.00) dollars (the
"Purchase Price"), which, after reduction by the amount of the Option Payment, and adjustment by
the appraisal should it be required, after review of the, survey, and environmental audit as provided
herein, is payable in full at closing. This Purchase Price presumes that the Property contains at
least 9,375 square feet, to be confirmed by the Survey. The determination of the final Purchase
Price can only be made after the completion and approval of the appraisal, survey, and
environmental audit.
2. OPTION TERMS. The option payment is $100.00 ("Option Payment"). This payment
will be made at the time the Optionor executes this grant of the Option. This is specific and
independent consideration payable to the Optionor to grant the City, as Optionee, an irrevocable
option to purchase the Property in accordance with this Agreement. The duration of this
irrevocable option shall commence on the date the Optionor signs this Agreement and shall
continue through May 31, 2003 ("Option Expiration Date"). During this time, the Optionor shall
not lease, sell, transfer, or offer these Property for sale to any other person or entity. The Option
Payment will be forwarded to Optionor upon Optionor's execution of this Agreement. The Option
may only be exercised by the City Commission, during the period beginning with the Optionee's
approval by execution of this Agreement, which exercise must be conveyed in writing to the
Optionor, and ending on May 31, 2003 ("Option Expiration Date"), unless extended by other
provisions of this Agreement. The closing shall occur within one hundred twenty (120) days of the
option expiration date set forth above by the City (the "Closing Date"), unless such time is
extended for good cause, pursuant to the terms of this agreement. If the time to exercise the option
is extended pursuant to the provisions of this agreement, the Closing Date shall occur within ninety
(90) days of the extended period.
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03- 471
3. ASSIGNMENT OF OPTION. The City may assign this option to any assignee and
Optionor hereby consents to such assignment and will honor the option, as if the City had exercised
it. The City or its assignee may exercise this option at any time on or before the day written above
as the Option Expiration Date by written notice to the Optionor. In the event that the City, its
assignee or other holder of the option, shall decide to purchase the property at the price and terms
above within that time, the amount paid for this option shall be credited to the purchase price.
However, the option money shall be fully refundable to City in the event any of the following
occur: (a) an independent appraisal ordered by the City indicates a fair market value, which is less
than 90% of the purchase price; (b) the City Commission fails to approve the purchase of the real
property; (c) if a survey ordered by the City of the Property shows any encroachment on the
Property or that improvements intended to be or presently located on the Property encroach on the
land of others; (d) an environmental audit ordered by the City results in a finding that
environmental contamination of the Property has resulted; and (e) the cost of clearing hazardous
materials exceeds 5% of the purchase price; (f) the Optionor cannot deliver fully insurable and
marketable title. If for any other reason other than (a)(b)(c)(d)(e) or (0 above, the City, any
assignee or holder of the option do not conclude the purchase within the time agreed upon for
closing, or if the City, any assignee or holder of the option do not exercise the option, then the
amount paid for this option shall be retained by the Optionor in full and complete satisfaction for
holding the Property subject to that option for such time. Upon due exercise of this option and
payment of the balance of the purchase price the Optionor will deliver to the City, or its assigns, a
warranty deed, a bill of sale, a no lien affidavit, and whatever other instruments in the opinion of
the City are necessary to vest in Optionee fully good, clear insurable and marketable title, which
constitutes legal and unencumbered title to the Property as of the date of delivery of the deed. All
such instruments will be in a form acceptable to the City Manager and approved as to legal form by
the City Attorney. This option may be recorded by the City in the Public Records of Dade County,
Florida, and the holder of such option may purchase title insurance in an amount equivalent to the
purchase price showing good, clear and marketable title in the Optionor.
This Agreement is also contingent upon Optionee's funds for closing being available at closing. If
such funds are not available then Optionee may in its sole discretion declare this Agreement void
and it shall have no further force and effect as of that date. Optionor shall have no recourse
whatsoever, at law or equity, (other than retention of the Option Payment set forth in §2 herein),
against Optionee or the Property as a result of any matter arising out of this agreement at any time.
Optionee's funds necessary to close are the sole responsibility of Optionee. Other than retention of
the Option funds of the City, Optionor shall have no recourse whatsoever, at law or equity, against
the City or the Property as a result of any matter arising at any time, whether before or after fee
simple title is conveyed to the City, relating to Optionee's funds. Should the City's funds not be
available for any reason, Optionor may elect to terminate this Agreement by written notice to the
parties without liability to any party.
In the event funds are not allocated and available for purchase of the property at closing Optionor's
sole remedy will be to keep the Option Payment provided by §2 herein and the release of the
Properties from the instant option. The parties shall have no further responsibilities as to this
Agreement.
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03- 471
4A. ENVIRONMENTAL SITE ASSESSMENT. The City shall, at its sole cost and
expense and at least 30 days prior to the Closing Date, procure an environmental site assessment of
the Property, which meets the standard of practice of the American Society of Testing Materials
("ASTM"). The City shall use the services of competent, professional consultants with expertise in
the environmental site assessing process to determine the existence and extent, if any, of Hazardous
Materials on the Property. The examination of hazardous materials contamination shall be
performed to the standard of practice of the ASTM. For Phase I environmental site assessment,
such standard of practice shall be the ASTM Practice E 1527. If the Findings and Conclusions
section of the assessment reports evidence of recognized environmental conditions, then a Phase II
Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I
environmental site assessment and to confirm the presence of contaminants on site. For purposes
of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or
waste of any kind or any other substance which is regulated by any Environmental Law (as
hereinafter defined in paragraph 4.13.). The Phase I environmental site assessment shall be certified
to the City and the date of certification shall be within 30 days before the date of closing. If a
Phase II environmental site assessment is required, the City may extend the Option Expiration Date
for a reasonable period not exceeding an additional ninety (90) days, by providing written notice to
the Optionor.
4.13. HAZARDOUS MATERIALS. In the event that the environmental site assessment
provided for in paragraph 4.A. confirms the presence of Hazardous Materials on the Property, City,
at its sole option, may elect to terminate this Agreement and neither party shall have any further
obligations under this Agreement. Should the City elect not to terminate this Agreement, Optionor
shall, at his sole cost and expense and prior to the exercise of the option and closing, promptly
commence and diligently pursue any assessment, clean up and monitoring of the Property
necessary to bring the Property into full compliance with any and all applicable federal, state or
local laws, statutes, ordinances, rules, regulations or other governmental restrictions regulating,
relating to, or imposing liability or standards of conduct concerning Hazardous Materials
("Environmental Law"). However, should the estimated cost of clean up of Hazardous Materials
exceed a sum which is equal to 5% of the Purchase Price, Optionor may elect to terminate this
Agreement and no party shall have any further obligations under this Agreement. In the event that
Hazardous Materials placed on the Property prior to closing are discovered after closing, Optionor
shall remain obligated hereunder, Nvith such obligation to survive the closing and delivery and
recording of the deed and the City's possession of the Property, to diligently pursue and accomplish
the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Laws
and at Optionor's sole cost and expense.
4.C. REMEDIES/RIGHT OF TERMINATION. If the City 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, City shall notify Optionor in writing and
deliver to Optionor copies of all written reports concerning such Hazardous Materials (the
"Environmental Notice"). The City and Optionor shall have seven (7) business days from the date
the Optionor receives the Environmental Notice to negotiate a mutually agreeable remediation
protocol. In the event the City and Optionor are unable to reach agreement with respect thereto
within the seven (7) business day period provided herein, the parties shall have the right within two
(2) calendar days of the expiration of the seven (7) business day period to cancel this Agreement by
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03- 47
written notice to the other party whereupon (i) all property data and all studies, analysis, reports and
plans respecting the Property delivered by City to Optionor or prepared by or on behalf of the City
shall be delivered by City to the Optionor; and then (ii) except as otherwise hereafter provided in
this Section, the parties shall thereupon be relieved of any and all further responsibility hereunder
and neither party shall have any further obligation on behalf of the other; and (iii) City shall be
refunded the Option Payment.
Further, in the event that either party elects to terminate this Agreement, Optionor shall indemnify
and save harmless and defend the City, its officers, servants, agents and employees from and
against any and all claims, suits, actions, damages, liabilities, expenditures or causes of action of
whatsoever kind arising from Hazardous Materials placed on the Property prior to closing whether
the Hazardous Materials are discovered prior to or after closing. Optionor shall defend, at his sole
cost and expense, any legal action, claim or proceeding instituted by any person against the City as
a result of any claim, suit, or cause of action for injuries to body, life, limb or property for which
Hazardous Materials placed on the Property prior to closing are alleged to be a contributing legal
cause. Optionor shall save the City, its officers, servants, agents and employees harmless from and
against all judgments, orders, decrees, attorney's fees, costs, expenses and liabilities in and about
any such claim, suit, investigation or defense thereof, which may be entered, incurred or assessed
as a result of the foregoing.
5. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risk to persons who are
exposed to it over time. Levels of radon that exceed Federal and State Guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your County public health unit.
6. SURVEY. The City shall, at its sole cost and expense and not less than 90 days prior to
the Closing Date, obtain a boundary survey of the Property prepared by a professional land
surveyor licensed by the State of Florida, which meets the standards and requirements of Optionee
("Survey"). The Survey shall be certified to City and the title insurer and the date of certification
shall be within 90 days before the date of closing, unless this 90 day time period is waived by City
and by the title insurer, in writing, for purposes of deleting the standard exceptions for survey
matters and easements or claims of easements not shown by the public records from the owner's
title policy. If the Survey shows any encroachment on the Property or that improvements presently
located or intended to be located on the Property encroach on the land of others, at the discretion of
the City, the same shall be treated as a title defect.
7. TITLE INSURANCE. The City shall, at its sole cost and expense, and at least 35
days prior to the Closing Date, obtain a marketable title insurance commitment, to be followed by
an owner's marketable title insurance policy (ALTA Form "B") from a title insurance company,
approved by the Optionee, insuring marketable title of the City to the Property in the amount of the
Purchase Price. The City shall require that the title insurer delete the standard exceptions of such
policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey
matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens.
Page 4 03- 4 71
8. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to the
City pursuant to this Agreement discloses any defects in title, which are not acceptable to City,
Optionor shall, within 30 days after notice from City, remove or cure said defects in title. Optionor
agrees to use diligent effort to correct the defects in title within the time provided therefore,
including the bringing of necessary suits. If Optionor is unsuccessful in removing the title defects
within said time or if Optionor fails to make a diligent effort to correct the title defects, City shall
have the option to either: (a) accept the title as it then is with a reduction in the Purchase Price by
an amount determined by Optionee, (b) accept the title as it then is with no reduction in the
Purchase Price, (c) extend the amount of time that Optionor has to cure the defects in title, or (d)
terminate this Agreement, thereupon releasing City and Optionor from all further obligations under
this Agreement.
9. INTEREST CONVEYED. At closing, Optionor shall execute and deliver to the City a
statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable
title to the Property in fee simple free and clear of all mortgages, liens, reservations, restrictions,
easements, leases, tenancies and other encumbrances, except for those that are acceptable
encumbrances, in the sole opinion of City, and do not impair the marketability of the title to the
Property or the intended use of the Property. The grantee in Optionor's Warranty Deed shall be the
City of Miami, a municipal corporation of the State of Florida, unless the City has assigned this
option as provided herein.
10. EXPENSES. Optionee will pay the documentary revenue stamp tax and all other taxes or
costs associated with the conveyance, including the cost of recording the deed and any other
recordable instruments that City deems necessary to assure good and marketable title to the
Property.
11. CLOSING COSTS AND ADJUSTMENTS. At Closing, the following items shall be borne,
adjusted, prorated or assumed by or between Optionor and Optionee as follows:
A. Adjustments and Prorations.
1) Taxes and Assessments: All real estate taxes and assessments which are or
which may become a lien against the Property shall be satisfied of record by
Optionor at closing. In the event the City acquires fee title to the Property
between January 1 and November 1, Optionor shall, in accordance with
Section 196.295, Florida Statutes, place in escrow with the county tax
collector an amount equal to the current taxes prorated to the date of transfer,
based upon the current assessment and mileage rates on the Property. In the
event the City acquires fee title to the Property on or after November 1,
Optionor shall pay to the county tax collector an amount equal to the taxes
that are determined to be legally due and payable by the county tax collector.
2) Certified/Pending Liens: Certified, confirmed and ratified governmental
liens and pending liens as of the Closing Date shall be paid by Optionor.
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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) Usual and Customary: Such other items that are usually and customarily
pro -rated between purchasers and sellers of property in the area where the
Property are 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) Optionee 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) documentary stamps and surtax on the deed.
(iii) all recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
6. 12. CLOSING AND OTHER CONTRACT DOCUMENTS
A. Seller's Closing Documents: At Closing, Seller shall execute and/or deliver to
Purchaser the following:
(1) Statutory Warranty Deed;
(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
by Seller and the execution of all closing documents; and
(5) Any other documents reasonably necessary or advisable to consummate the
transaction contemplated hereby.
B. Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or deliver
to Seller the following:
(1) Closing Statement;
(2) Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser and the execution of all closing documents;
(3) Any other documents reasonably necessary or advisable to consummate the
transaction contemplated hereby; and
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(4) Any other documents reasonably necessary or advisable to consummate the
transaction contemplated hereby; and
C. Other Contract Documents: Because the Property is being acquired by a
governmental agency with federal funds, Seller acknowledges that the transaction is subject
to certain federal and state and local requirements, which include reporting and disclosure
of information. Seller agrees to comply with the public disclosure and inspection
requirements under Chapter 119, Florida Statutes, disclosure of beneficial interests under
Section 286.23, Florida Statutes, certification regarding conflict of interest under Chapter
112, Florida Statutes and Chapter 2, of the City of Miami Code and Section 2-11-1 of the
Miami -Dade County Code, certification regarding Public Entity Crimes under Section
287.133, Florida Statutes, and, in connection therewith, Seller agrees to execute and deliver
all documents required or requested by Purchaser or any other governmental authority,
including, but not limited to:
(1) Conflict of Interest and Non -Collusion Affidavit; and
(2) Sworn Disclosure of Beneficial Interests in Seller if Seller is a partnership,
limited partnership, corporation, or trust; and
(5) Public Entity Crime Affidavit; and
(6) Receipt of Disclosures and Notices under the Uniform Relocation Assistance
and Real Property Acquisition Policy Act of 1970.
Additionally, if the Property is acquired with federal funds, Seller shall comply with such other
certification or reporting requirements as may be required under the Program Regulation or
applicable federal and state law or regulation.
13. CLOSING PLACE AND DATE. The closing (the "Closing Date") shall be on or before
120 days after the date the City exercises the option; provided, however, that if a defect exists in the
title to the Property, title commitment, survey, environmental site assessment, or any other
documents required to be provided or completed and executed by Optionor, the closing shall occur
either on the original closing date, or within 90 days following the extension of the Option
Expiration Date due to a Phase II Environmental Site Assessment, or within 60 days after receipt of
documentation curing the defects, whichever is later. City shall set the date, time and place of
closing. The closing shall occur at a time and place to be set by the City at Suite 945, Miami
Riverside Center, 444 SW 2"d Ave., Miami, Florida 33130, or at such other office address in
Miami -Dade County, Florida as the City may designate in writing.
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Optionor assumes all
risk of loss or damage to the Property prior to the date of closing and warrants that the Property
shall be transferred and conveyed to the City in the same or essentially the same condition as of the
date of Optionor's execution of this Agreement, ordinary wear and tear excepted. However, in the
event the condition of the Property is altered by an act of God or other natural force beyond the
control of Optionor, City may elect, at its sole option, to terminate this Agreement and neither party
shall have any further obligations or responsibilities under this Agreement. Optionor represents
and warrants that there are no parties other than Optionor in occupancy or possession of any part of
the Property. Optionor agrees to clean up and remove, at its own cast, all abandoned personal
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property, refuse, garbage, junk, rubbish, vermin, trash and debris from the Property to the
satisfaction of the City prior to the exercise of the option by City.
15. RIGHT TO ENTER PROPERTY AND POSSESSION. Optionor agrees that from the
date this Agreement is executed by Optionor, Optionee, the City and/or its agents, upon reasonable
notice, shall have the right to enter the Property for all lawful purposes in connection with this
Agreement. Optionor shall deliver possession of the Property to the City at closing.
16. ACCESS. Optionor warrants that there is legal ingress and egress for the Property over
public roads or valid, recorded easements that benefit the Property and provide for such access.
17. DEFAULT. If Optionor defaults under this Agreement, City may waive the default and
proceed to closing, seek specific performance, or refuse to close and elect to receive the return of
any money paid, each without waiving any action for damages, or any other remedy permitted by
law or in equity resulting from Optionor's default. In connection with any dispute arising out of
this Agreement, including without limitation litigation and appeals, each party will bear its own
attorney's fees.
18. BROKERS. Optionor warrants that no persons, firms, corporations or other entities are
entitled to a real estate commission or other fees as a result of this Agreement or subsequent
closing, except as accurately disclosed on the disclosure statement in substantially the attached
form as set forth in Exhibit "B". Optionor shall indemnify and hold City harmless from any and all
such claims, whether disclosed or undisclosed.
19. RECORDING. This Agreement, or notice of it, may be recorded by City in the
appropriate county or counties.
20. ASSIGNMENT. This Agreement may be assigned by City, in which event City will
provide written notice of assignment to Optionor. In case of such assignment, the City's assignee
assumes all of the City's duties hereunder and may fully exercise every right and privilege of the
City pursuant to this agreement. The City will in such instance be discharged from any
responsibilities hereunder. Optionor may not assign this Agreement without the prior written
consent of City, which may be unreasonably withheld as the City is relying on Optionor's fee
simple title to this Property.
21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be
unenforceable, the enforceability of the remaining provisions of this Agreement shall not be
affected.
23. SUCCESSORS IN INTEREST. Upon Optionor's execution of this Agreement, Optionor's
heirs, legal representatives, successors and assigns will be bound by it. Upon the City's exercise of
the option, by and through its City Commission, the City and its successors and assigns will be
bound by it. Whenever used, the singular shall include the plural and one gender shall include all
genders.
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24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations and understandings of the parties. No supplement, modification or
amendment to this Agreement shall be binding unless executed in writing by the parties.
25. WAIVER. Failure of City to insist upon strict performance of any covenant or condition of
this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or
relinquishment for the future of any such covenant, condition or right; but the same shall remain in
full force and effect.
26. WAIVER OF TRIAL BY JURY. The parties hereby knowingly, voluntarily and
intentionally waive any right they may have to a trial by jury or to file permissive counterclaims or
to claim attorney's fees from the other party 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
Optionor and City entering into this Agreement.
27. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or
alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been
executed by all of the parties hereto.
28. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed
a part of this Agreement and shall be annexed to the Agreement. The Resolution of the City
Commission of the Optionee shall, in addition to approving the purchase contemplated under this
Agreement, empower the City Manager of the Optionee to modify this Agreement in the event a
modification to this Agreement becomes necessary or desirable.
29. NOTICE. Whenever either party desires or is required to give notice unto the other, it must
be given by written notice, and either delivered personally or mailed to the appropriate address
indicated below, or such other address as is designated in writing by a party to this Agreement.
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:
City/Optionee:
Joe Arriola, City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
Optionor:
Jean Fabius % Wesner Issac Fabius
15 NW 59`x' Street
Miami, FL 33127
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03- 4'71
Copies To:
Keith Carswell, Director
City of Miami
Department of Economic Development
444 SW 2"d Avenue, 3rd Floor
Miami, Florida 33130
Alejandro Vilarello
City Attorney
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
30. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of
Optionor set forth in this Agreement shall survive the closing, the delivery and recording of the
deed and the City's possession of the Property.
31. GOVERNING LAWNENUE. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida, regardless of any conflicts of laws or other rules
that would require the application of the laws of another jurisdiction. Venue for any action on or
arising out of this Agreement shall be in Miami -Dade County Florida. The parties expressly waive
the right to bring an action in any other venue that would be available absent this provision and
acknowledge that such waiver is a condition of, and material inducement for, the City of Miami
entering into this Agreement.
Page 10
03- 471
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE OPTIONOR AS AN
INVITATION TO MAKE AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE
OPTIONOR ON OR BEFORE April 11, 2003 THIS OFFER WILL BE VOID UNLESS THE
CITY, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER. THE EXERCISE OF THIS
OPTION IS SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT, (2) PURCHASE PRICE,
(3) CONFIRMATION THAT THE PURCHASE PRICE IS NOT IN EXCESS OF THE
APPRAISED VALUE OF THE PROPERTY, AND (4) THE CITY AND OPTIONEE
APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY OPTIONOR,
AND (5) APPROVAL OF THE CITY COMMISSION OF THE CITY OF MIAMI FLORIDA IS
REQUIRED AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS OPTION.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
DATED this day of 12003.
WI ESSES: Optionor:
P nt Name
(As to Optionor)
STATE OF FLORIDA)
COUNTY OF MIAMI-DADE)
BEFORE ME, the undersigned authority, personally appeared
JeAJ Fgji NS , who first being duly sworn, deposes and says that (he)(she)
executed the above instrument for the purposes therein expressed.
SWORN TO AND SUBSCRIBED before me this day of I L , 20Q3.
( ) Personally known
j 70roduced as Identification:
F / Z o- 14(, o- 65 /S3_7-1
(NOTARY PUBLIC)
SEAL
Notary Public
(Printed, Typed or St 7a�fW�;P�DEL;IN;EVALDES
Commission No.: # CC 984094
My Commission Ex re s,2oos
i=V , s Borwins�.
Page 11
03- 471
ATTEST:
Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello,
City Attorney
STATE OF FLORIDA)
COUNTY OF DADE )
Optionee:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Joe Arriola, City Manager
Date signed by Optionee
APPROVED AS TO INSURANCE
REQUIREMENTS:
Diane J. Ericson
Risk Management Administrator
The foregoing instrument was acknowledged before me this day of ,
by Joe Arriola, as City Manager for the City of Miami a municipal corporation of the
State of Florida. I personally know him.
(NOTARY PUBLIC)
SEAL
Notary Public
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
Page 12
03- 471
Exhibit "A"
Address: 263 NE 591h Terrace
Miami, FL
Legal Description: LOT 44 AND WEST 1/2 OF LOT 43 OF BISCAYNE
PARK ACCORDING THE PLAT THEREOF,
RECORDED IN PLAT BOOK 1 AT PAGE 198 OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA LESS THE SOUTH 12.90 FEET THEREOF.
Page 13
03- 4'71
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO
The Honorable ayo nd
bers of t I Commissio
FROM: ?hh'f
rriola,
Administrator
RECOMMENDATION:
23
APR 2 4 2003
DATE: FILE:
Option to Purchase Real Property
SUBJECT: Located at 263 NE 59`h Terrace
LHP # 57 in Connection with Little
Haiti Park
REFERENCES:
ENCLOSURES: Resolution and Option Agreement
It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the
City Manager to exercise the Option to purchase the property located at 263 Northeast 59`h Terrace (the
Property), Miami, Florida, as legally described in the Option Agreement between the City of Miami and
the Estate of Wesner Issac Fabius (Seller) attached hereto and made a part hereof, in connection with the
development of Little Haiti Park, with a purchase price of $150,000, and to consummate said transaction
in accordance with the terms of said Option Agreement. This Resolution further allocates funds in the
amount of $169,000 from the $255 Million Homeland Defense/Neighborhood Improvement Bond to
cover the cost of said acquisition inclusive of cost of survey, appraisal, environmental report, title
insurance, and demolition associated with said acquisition.
BACKGROUND:
On September 25, 2001 the City of Miami Commission adopted Resolution 01-1029 directing the City
Manager to take all steps necessary to initiate and implement the development of a first class park in the
Little Haiti area (the Park Project). The boundaries for the Park Project as established by the City
Commission are to be from Northeast 59`I' Street to Northeast 67`I' Street between Northeast 2nd Avenue
and the Railroad Tracks.
On April 11, 2002 the City of Miami Commission adopted Resolution 02-395 directing the City Manager
to expedite the land acquisition for the Park Project approved in the $255 Million Homeland
Defense/Neighborhood Improvement Bond Issue. The above referenced property is within the park
boundaries and is necessary as part of the land assembly required for the Little Haiti Park Project.
An independent appraisal was procured establishing One Hundred Forty (140,000) dollars as the fair
market value for the Property. The Department of Economic Development prepared, and the City
Manager executed, an Option Agreement to purchase this property for $150,000, with an option payment
of $100.00.
The Purchase Price exceeds the appraised value of One Hundred Forty Thousand ($140,000) dollars by
Ten Thousand ($10,000) dollars. It is a condition precedent to the validity of the Option Agreement and
its execution by the City Manager that the City Commission of the City of Miami approve this
Agreement by a greater majority of a 4/5`h vote of its members, failing such approval the Option
Agreement shall be automatically null and void without the necessity of further action by either party.
FINANCIAL IMPACT
There is no impact to the City's General Fund. Total acquisition cost of $169,000 will be provided
throup�' NO. 331412 entitled "Little Haiti Park Land Acquisition and Development."
1A:LMHI-dd.memoo tionIh 57.doc
P P
471
03-
Budgetary Impact Analysis
Department Economic Development Division: Prol2e
Commission Meeting Date: May 8, 2003
Title and brief description of legislation or attached ordinance/resolution:
Resolution authorizing the City Manager to execute the option to purchase the Property located at 263 NE 591h
Terrace between the City of Miami and the Pstate of Wesner Issac Fabius, CIP No. 331412.
1. Is this item related to revenue? No 0 Yes ❑
2. Is this item an expenditure? No ❑ Yes S/
General Fund Account No:
Special Revenue Fund Account No:
CIP Project No: # 331412
Revenue Source:
Amount: $169.000.00
3. Are there sufficient funds in Line Item? No: ❑ Yes: ❑
Sufficient funds will he trnnsferrerl frnm the fnllnwino line itomc•
ACTION ACCOUNT NUMBER
TOTAL
From
$
From
$
To
$
To
$
4- Is this item fitnderl by Nnmelnnrl Tlefonce/Aloiaht% rh r.4 i.. --...,e. --+ I) --A,,) AT_ r1 v__ r-/
PROJECT NAME
TOTAL BOND
-
0 SERIES
- — - -- -1
DOLLARS SPENT
.. ua
BALANCE
ALLOCATION
APPROPRIATION
TO DATE
Little Haiti Park
251000, 000
4o71D) 000, o00
$pZ 19' 2 0�
01156011C11
Comments: Funds will be taken from the $25,000,000 allocated in the Homeland Defense Bond for
Little Haiti Park.
22A G, rat,
Z
by:
DepaAment Director/Designee
eri a Aby:e anning, Budgeting &
Perf ^ 1 G `
Date: ` J
APPROVALS
Verified by CIP: (If applicable)
Director/Designee
Date:
03- 471
U-01-828
.09/25/01
RESOLUTION NO. f 1029.
A RESOLUTION .OF THE MIAMI CITY COMMISSION
DIRECTING THE CITY MANAGER TO TAKE ALL STEPS
NECESSARY TO INITIATE AND IMPLEMENT THE
DEVELOPMENT OF A FIRST-CLASS PARK IN THE
LITTLE -HAITI AREA FROM NORTHEAST 59T TO
_ NORTHEAST..- 67TE' STREETS BETWEEN NORTHEAST 2ND
AVENUE AND THE RAILROAD TRACKS, MIAMI,
FLORIDA; FURTHER DIRECTING THE CITY MANAGER
TO INSTRUCT -.(1) THE DEPARTMENT OF PUBLIC
WORKS TO CONDUCT ENVIRONMENTAL STUDIES.-
(2)
TUDIES,(2) THE LITTLE HAITI NET OFFICE TO PERFORM A
DETAILED NEIGHBORHOOD AND USE ASSESSMENT
(RESIDENTIAL, COMMERCIAL AND OFFICE), AND
(3) THE DEPARTMENT OF PLANNING AND ZONING TO
INITIATE. THE LAND DESIGNATION AND ZONING
PROCEEDINGS NECESSARY TO ACCOMPLISH THIS
OBJECTIVE.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA,
Section 1. The City Manager is directed to take all
.steps necessary to initiate and implem_nt the development -of a
first-class park in. the Little Haiti area from Northeast 59th to
Northeast 6'7ch Stteets, between Northeast 2nd Avenue and the
railroad tracks, Miami, Florida.
.- Section 2. The City Manager is further directed to
instruct (1} the Department of Public works -to -`conduct
• 0 3 - -471
envirnamental studies, (2) tl Little Haiti Net Off.
perform a detailed neighborhood and use assessment (residt
commercial and office), and (3) the Department of planni
Zoning to initiate the land designation and zoning proce
necessary to accomplish this objective.
'Section 3. _ This. -Resolution shall become eff
immediately upon its adoption and signature of the•Mayor.11
PASSED AND ADOPTED this' 25th day of Sento gam,
JOE CAROLLO, MAYOi
In a= k il.
-s C:. ,... ?...:o. P;.Icr �.y: n.•:.-YK' rtd tt�t in 4 �
this �iai3.�Qn t,. 3± �.._ .,.c3ts�+r"w.ot
becon'teo Csiia`��'IsVO :ltv1 �:.. :.::?' ..` i.. .'�•`" C..... t��15•«�Cri x70:1
regarding- sane, Wiihou; ,n2 Mayos c;:�r�i:,..� .�Cc:na;x,ssirn e4on
t;ar J. Foeman, Cr►y Clerk
ATTEST:
WALTER J. FOEMAN
CITY CLERK
APPROVED AS TO..FORM AND
4J �
J-ANDRO VILLCJ
C ATTORNEY,
W567.0:smg:BSS '
}' It the Mayo= does not sign this' Resolution. it shall become effective
the end of ten calendar days from the date it was passed and adopted.
the Mayor vetoes this Resolution, it -shall become effective immediate
upon override of the veto by the Cicy Commission.
J-02-342
4/8/02
RESOLUT ION NO. 0 2— 3 9 5
A RESOLUTION OF THE MIAMI CITY COMMISSION
DIRECTING THE CITY MANAGER TO EXPEDITE THE
LAND ACQUISITION PROCESS FOR PROJECTS
APPROVED IN THE $255 MILLION HOMELAND
DEFENSE/NEIGHBORHOOD IMPROVEMENT BOND ISSUE;
ANDAUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE AGREEMENTS, IN A FORM ACCEPTABLE
TO THE CITY ATTORNEY, WITH LAND ACQUISITION
SPECIALISTS, AS APPLICABLE..
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is directed to expedite the
land acquisition process for projects approved in the $255
million Homeland Defense/Neighborhood Improvement bond issue.
Section 2. The City Manager is authorized!' to negotiate
and execute agreements, in a form acceptable to the City
Attorney, with land acquisition specialists, as applicable.
a,
ii The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but not
limited to those prescribed by applicable City Charter and Code
provisions.
03- 471
1
�
1
1
Section 3. This Resolution • shall become effective
immediately upon _ -s adoption and signature of the Mayor.!'
PASSED AND : -OPTED this lith -day of April 2002.
w
i UEL A. DIAZ, MAYO
r
ATTEST:
PRISCILLA A. T1CeC—SON
CITY CLERK
APPROVED AS TO AND CORRECTNESS:
� LJ
ArVIANDRO VILA= - 0
C�hY ATTORNEY
6175:LB
If the Mayc= yes not sign this Resolution, it shall become effective at
the end of calendar days from the date it was passed and adopted.
If the Ma:--= vetoes this Resolutic:, it shall become effective
immediately =p= ova:_ ride of the veto by the City Commission.
Page 2 of 2
03 4 1
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Priscilla A. Thompson
City Clerk
FROM:
Keith Carswell, Director
Department of Economic ev ment
DATE : April 9, 2003
FILE:
SUBJECT: Option to Purchase Real Property
Located at 263 NE 59"' Terrace
LHP # 57 in Connection with
REFERENCES: Little Haiti Park
ENCLOSURES:
Enclosed you will find an ad for notice of a public hearing to be held by the City Commission on
May 8, 2003 for the purpose of authorizing the City Manager to exercise the option to purchase
the property located at 263 NE 59"' Terrace, Miami, Florida as legally described in the Option
Agreement between the City of Miami and the Estate of Wesner Issac Fabius (Seller) in
connection with the development of Little Haiti Park. Further establishing the purchase price of
$150,000 and to consummate said transaction in accordance with the terms of said Option
Agreement.
Please place the ad in accordance with public hearing requirements of the City Commission.
Thank you for your assistance in this matter.
Gallastegui-Alonso, Agenda Coordinator
En ure
KCUb.dd:A]DLHP57.doc
03- 471
CITY OF MIAMI
NOTICE OF PUBLIC HEARING
A public hearing will be held by the City Commission of the City of Miami, Florida, on
May 8, 2003, at 4:30 p.m., at Miami City Hall, 3500 Pan American Drive, Miami,
Florida, for the purpose of authorizing the City Manager to exercise the option to
purchase the property located at 263 NE 59h Terrace, Miami, Florida as legally described
in the Option Agreement between the City of Miami and the Estate of Wesner Issac
Fabius (Seller) in connection with the development of Little Haiti Park. Further
establishing the purchase price of $150,000 and to consummate said transaction in
accordance with the terms of said Option Agreement.
The Purchase Price exceeds the appraised value of One Hundred Forty Thousand
($140,000) dollars by Ten Thousand ($10,000) dollars. It is a condition precedent to the
validity of the Option Agreement and its execution by the City Manager that the City
Commission of the City of Miami approve this Agreement by a greater majority of a 4/51'
vote of its members, failing such approval the Option Agreement shall be automatically
null and void without the necessity of further action by either party.
All interested persons are invited to appear and may be heard concerning such proposed
option to purchase. Should any person desire to appeal any decision of the City
Commission with respect to any matter considered at this hearing, that person shall
ensure that a verbatim record of the proceedings is made, including all testimony and
evidence upon which any appeal may be based.
(City Seal) Priscilla A. Thompson
(#11036) City Clerk
03- 471