HomeMy WebLinkAboutR-03-0474J-03-102
05/07/03
RESOLUTION NO. 03— 474
A RESOLUTION OF THE MIAMI CITY COMMISSION BY
A FOUR-FIFTHS (4/5TIS ) 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 JERRY ALLEN MASHBURN AND KAREN
MASHBURN, TO PURCHASE THE PROPERTY LOCATED AT
265-271 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 $160,000
AND IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE OPTION AGREEMENT;
ALLOCATING FUNDS IN THE AMOUNT OF $195,000
FROM THE $255 MILLION HOMELAND
DEFENSE/NEIGHBORHOOD IMPROVEMENT BOND TO
COVER THE COSTS OF SAID ACQUISITION INCLUSIVE
OF 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
CITY COMMISSION
V=IPING OF
MAY 0 s 2003
Resolution No.
03- 4'74.
4
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 $160,000; and
WHEREAS, an Option to Purchase Real Property Agreement to
purchase the property at a purchase price of $160,000 with an
option payment of $100 was prepared by the Department of Real
Estate and Economic Development and executed by the City Manager;
and
WHEREAS, the City Commission is the only party authorized to
exercise the option, which option must be exercised by March 31,
2003;
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.
Page 2 of 4
Section 2. By a four-fifths (4/5th,) affirmative vote,
the City Manager is authorized!/ to execute the Option to
Purchase Real Property Agreement ("Option Agreement"), attached
and incorporated, between the City of Miami and Jerry Allen
Mashburn and Karen Mashburn, to purchase the property located at
265-271 Northeast 59th Terrace, Miami, Florida ("Property"), as
legally described in "Exhibit All of the Option Agreement, in
connection with the development of Little Haiti Park, with a
purchase price of $160,000 and in accordance with the terms and
conditions of the Option Agreement, with funds allocated, in the
amount of $195,000, from the $255 Million Homeland
Defense/Neighborhood Improvement bond to cover the costs of said
acquisition inclusive of cost of survey, appraisal, environmental
report, title insurance, and demolition.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor .2/
�i 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.
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 3 of 4 03— 474
PASSED AND ADOPTED this gth day of May , 2003.
LZL
EL A. DIAZ, MAYOR
ATTEST:
PRISCILLA A. THOMPSON
CITY CLERK
APPROVED ASqXORp0 ND CORRECTNESS :t/
O AN VILARELLO
ITY TORNEY
68:tr:AS:BSS
Page 4 of 4
03- 474
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and
entered into this J day of , 2003, by and between the City of
Miami, a municipal corporation of the State of Florida, with offices at 444 SW 2
Avenue, Miami, Florida 33130 (the "Purchaser"), and Jerry Allen Mashburn and
Karen Mashburn, whose principle address is 6101 Moss Ranch Road, Pinecrest Fl.
33156, (the "Seller"). 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
Lot 42 and the East 'V2 of Lot 43 of Biscayne Park, according to the Plat
thereof, as recorded in Plat Book 1, Page 198, of the Public Records of
Miami -Dade County, Florida, LESS the following described portion, for
right-of-way:
Beginning at the Southeast corner of Lot 42, Biscayne Park, according to
the Plat thereof, as recorded in Plat Book 1, Page 198; thence run West
along the South line of Lots 42 and 43, Biscayne Park, for a distance of 75
feet, more or less, to a point on the dividing line between the East and
West halves of said Lot 43; thence run North along the dividing line
between the East and West halves of said Lot 43 for a distance of 10.34
feet to a point; thence run East along a straight line to a point on the East
line of said Lot 42, said point being 7.70 feet North of the Southeast corner
of said Lot 42; thence run South along the East line of said Lot 42 for a
distance of 7.70 feet to the Point of Beginning.
b) Street Address
265-71 Northeast 59`h Terrace
Miami, Florida
c) Improvements
Multi -Family Fourplex
2. PURCHASE PRICE AND PAYMENT
A) The Purchase Price exceeds the appraised value of One Hundred Sixty
Thousand Dollars ($160,000) by Fifteen Thousand Dollars ($15,000). It is a condition
precedent to the validity of this 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
03- 474
4/5th vote of its members, failing such approval this Agreement shall be automatically
null and void without the necessity of further action by either party.
B) The Purchaser agrees to pay and the Seller agrees to accept for the
Property the sum of One Hundred Seventy -Five Thousand ($175,000.00) dollars (the
"Purchase Price"). The Purchase Price shall be payable as follows:
C) Terms of Payment. The Purchase Price shall be paid to Seller as follows:
$175,000.00 in cash, at Closing, subject to prorations and adjustments as
hereinafter provided, to be paid by wire transfer or cashier's
check to Seller in immediately available federal funds.
$175.000.00 Total Purchase Price.
3. EFFECTIVE DATE/TIME OF ACCEPTANCE; CONDITION
PRECEDENT FOR APPROVAL
The Effective Date of this Agreement shall be the date on which the last party to
this Agreement officially executes said Agreement, and the Purchaser has been
notified of such approval by facsimile. Such date not to exceed (15) days
subsequent to the date approved by the City Commission. This item will be
presented to the City Commission for approval no later than April 30, 2003.
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 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.
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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 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 (other than the
limited warranty of title as set out in the warranty deed), 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 or 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, 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 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 or to be
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.
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C. Inspection Period.
Purchaser, its employees, agents, consultants and contractors shall have a period
of thirty (30) 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 reasonable notice of twenty-four (24) hours
prior to each test performed. The City, at its sole option, may extend the
Investigation Period for an additional thirty (30) 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
hereby specifically 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.
Prior to Purchaser entering upon the Property for purposes of commencement of
the Environmental Inspection, Purchaser shall furnish to Seller the policy or
policies of insurance or certificates of insurance, or a statement of self-insurance
(as decided by the City of Miami Risk Manager) in form and such reasonable
amounts approved by the City of Miami's Risk Manager protecting the City,
during the course of such testing, against 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.
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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.
E. Environmental Contamination.
In the event that the environmental audit provided for herein results in a finding
that environmental contamination (as defined in the standards set forth in Florida
Administrative Code Chapter 17-70) of the property has resulted, the City, at its
sole option, may: (1) elect to terminate this Agreement without further liability;
(2) obtain a cost estimate from a reputable licensed environmental consultant as to
the cost of cleanup of any environmental contamination and notify seller of the
cost estimate in writing, in which event the Seller shall have the option of:
(a) Cleaning up the environmental contamination itself, or
(b) Reducing the purchase price of the property by the amount of the
cost estimate; or
(c) Terminating the Agreement with no further liability on the part of
either party in the event the estimated cost of cleanup exceeds a
sum equal to ten percent (10%) of the purchase price of the
property or if the difference in the estimates for environmental
cleanup between the Seller and the Purchaser's consultants exceed
(10%) of the cleanup costs.
(d) Seller at its own expense has the right to obtain an estimate from a
reputable licensed environmental consultant company and to select
the lowest estimate, except as is provided in subsection (e) below.
(e) Purchaser shall have the right to obtain from its list of
environmental consultants a review of the Sellers cost estimate for
cleanup and if the review results in an upward cost adjustment by
the City's consultant the cost of the cleanup will be the median or
average cost as between the Seller and Purchaser's respective
consultants.
Seller represents and warrants to City that as of the effective date and as of closing
that neither Seller, nor to the best of Seller's knowledge any third party, has used,
produced, manufactured, stored, disposed of or discharged any hazardous wastes
or toxic substances in, under or about the property during the time in which Seller
owned the property.
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F. "As Is" Sale.
In the event that Purchaser does not elect to cancel this Agreement, Purchaser
acknowledges and agrees that to the extent permitted by law, the sale of the
Property as provided for herein is made on an "AS IS" condition and basis with all
faults.
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. To
the extent Seller has evidence of title, including abstracts, prior title policies and
title reports, Seller shall provide copies of same to Purchaser, withinfive (5)
calendar days of the Effective Date, to assist in Purchaser's title examination and
obtaining title insurance.
In the event the Purchaser's examination of title, which examination shall be
completed within thirty (30) days of the Effective Date, reflects any condition
which renders the title unmarketable in accordance with the standards of the
Florida Bar (the "Title Defect"), the Purchaser shall allow the Seller sixty (60)
calendar days within which to use reasonable diligence to cure the Title Defect.
Seller shall use good faith efforts to cure any Title Defect, by the date of Closing.
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 that Seller may be
able to convey, with no reduction in Purchase Price (except that Purchaser shall
deduct from the Purchase Price the amount of any lien or encumbrance, which can
be satisfied by a liquidated amount); or (ii) terminate this Agreement, in which
case the Deposit and all interest earned thereon shall be returned by Escrow Agent
to Purchaser. Upon such refund, this Agreement shall be null and void and the
parties hereto shall be relieved of all further obligation and liability, and neither
party shall have any further claims against the other.
6. RESTRICTIONS. EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take title subject to: zoning, restrictions,
prohibitions, and other requirements imposed by governmental authority.
7. DISCLAIMER OF WARRANTIES AS TO PROPERTY:
"AS IS" CONVEYANCE.
A. Except as otherwise previously provided herein or by Florida Law,
Purchaser is purchasing the Property in an "AS 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.
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(1) Purchaser acknowledges that Seller has not made, will not and
does 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.
(2) Purchaser acknowledges that Purchaser has made and/or shall be
given an adequate opportunity to make such legal, factual and other inquiries and
investigations as Purchaser deems necessary, desirable or appropriate with respect
to the Property, the value or marketability thereof and of the appurtenances
thereto. Such inquiries and 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;
(3) Purchaser acknowledges that Purchaser has not relied, and is not
relying, upon any information, document, projection, proforma, statement,
representation, guaranty or warranty (whether express or implied, or oral or
written or material or immaterial) that may have been given by or made by or on
behalf of Seller.
B. The provisions of this Section shall survive the closing.
8. CLOSING DATE
Subject to extensions for curing environmental matters and for title defects and/or
evidence provided herein, closing shall take place within Sixty (60) days after the
Effective Date, at a mutually agreeable time (the "Closing") at the City of Miami,
Office of the City Attorney, located at 444 SW 2 Avenue, 9`h Floor, Miami,
Florida or at such other location within the City of Miami that the Purchaser may
designate in writing by affording a notice to Seller as provided herein.
Notwithstanding the forgoing in the event there occurs (a) Title Defect, (b) the
survey ordered by the City of the Property shows any encroachment on the
Property or that improvements presently located on the Property encroach on the
land of others; (c) an environmental audit ordered by the City results in a finding
that environmental contamination of the Property has resulted), a reasonable
extension shall be granted by Seller or this Agreement shall be terminated. The
parties may, subject to mutual written agreement, establish an earlier date or later
date for Closing.
9. CLOSING DOCUMENTS
At Closing, Seller shall execute and/or deliver to Purchaser the following:
(1) Warranty Deed;
(2) A Seller's mechanics' lien and gap affidavit and a Non -Foreign
Affidavit;
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(3) Such documents as are necessary to fully authorize the sale of the
Property by Seller and the execution of all closing documents;
(4) Any other documents reasonably necessary or advisable to
consummate the transaction contemplated hereby;
(5) A bill of sale for all personal property and fixtures on the Property;
(6) An Affidavit of exclusive possession; and
(7) All documents shall be in a form acceptable to the City of Miami.
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
(4) Purchaser shall pay to Seller the Purchase Price as provided for in
Section 2 hereof.
10. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by
or between Seller and Purchaser as follows:
A. Adjustments and Prorations
1) Certified/PendingLiens: iens: Certified, Seller shall pay confirmed
and ratified governmental liens as of the Closing Date. Pending
liens as of the Closing Date shall be assumed by Purchaser,
provided that where the improvements have been substantially
completed as of the date of Closing, such pending lien shall be
deemed certified.
2) Taxes, Expenses, Interest, Etc: Taxes (including real property
taxes), assessments, water and sewer charges, waste fee and fire
protection charges, if applicable, shall be prorated as of the Closing
Date.
3) Usual and Customary: Such other items that are usually and
customarily pro -rated between purchasers and sellers of properties
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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) Seller 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) documentary stamps and surtax on the deed.
(ii) all recording charges, filing fees payable in connection with
the transfer of the Property hereunder, or required in order
to clear title.
11. DEFAULT
A) In the event of a default by Seller under this Agreement, Purchaser
at its option shall have the right to: (i) the parties shall be released from all further
obligations and liabilities under this Agreement, unless the default was caused by
the willful act, omission, or misrepresentation of Seller in which event Seller shall
continue to be liable for damages caused thereby, anything to the contrary
notwithstanding, or, alternatively, (ii) seek specific performance of the Seller's
obligations hereunder and/or any other equitable remedies, without thereby
waiving damages.
B) Neither party shall be entitled to exercise any remedy for a default
by the other party, except failure to timely close, until (i) such party has delivered
to the other notice of the default and (ii) a period of ten calendar (10) days from
and after delivery of such notice has expired with the other party having failed to
cure the default or diligently pursued remedy of the default.
12. RELEASE AND INDEMNIFICATION
Seller, and anyone claiming by, through or under Seller hereby fully and
irrevocably release Purchaser, its employees, officers, directors, representatives,
agents, successors and assigns (collectively the Purchaser) from any and all claims
that it may now have or hereafter acquire against the Purchaser 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 caused, including, but
not limited to, environmental matters, affecting the Property, or any portion
thereof.
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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:
City of Miami
Department of Economic Development
Keith Carswell, Director
444 SW 2 Avenue, 3`d Floor
Miami, FL 33130
Telephone No.: (305) 416-1458
Fax (305) 416-2156
14. NOTICES
On behalf of Purchaser:
Jerry Mashburn and Karen Mashburn
6101 Moss Ranch Road
Pinecrest Fl. 33156
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:
Seller:
Joe Arriola, City Manager
City of Miami
Post Office Box 330708
Miami, FL 33233-0708
Copies To:
Keith Carswell
City of Miami
Department of Economic Development
444 SW 2 Avenue, 3`d Floor
Miami, FL 33130
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Purchaser
Jerry Mashburn and Karen Mashburn
6101 Moss Ranch Road
Pinecrest Fl. 33156
03- 4'74
Alejandro Vilarello
City Attorney
444 SW 2 Avenue, Suite 945
Miami, FL 33130
15. 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.
16. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and their
successors in interest. Purchaser may assign or pledge this Agreement only with
the prior written consent of the City Manager, which consent, may be withheld for
any or no reason whatsoever.
17. 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.
18. 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.
19. ATTORNEY'S COSTS
If it shall be necessary for either party to this Agreement to bring suit to enforce
any provisions hereof or for damages on account of any breach of this Agreement,
the each party on any issue in any such litigation and any appeals shall bear their
own respective attorney's fees.
20. WAIVERS
No waiver by either party of any failure or refusal to comply with its obligations
shall be deemed a waiver of any other or subsequent failure or refusal to comply.
All remedies, rights, undertaking, obligations and agreement contained herein
shall be cumulative and not mutually exclusive.
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21. SURVIVAL OF REPRESENTATIONS/WARRANTIES
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.
22. 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.
23. 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. The parties, in order to expedite the conclusion of any litigation
between them, further waive their right to file permissive counterclaims against
one another.
24. 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 City Manager on behalf of the Seller and the Purchaser.
25. 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.
26. AUTHORITY OF CITY MANAGER
The Resolution of the City Commission of the Seller shall, in addition to
approving the purchase contemplated under this Agreement, empower the City
Manager of the Seller to modify this Agreement in the event a modification to this
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Agreement becomes necessary or desirable. Agreement in the event a
modification to this Agreement becomes necessary or desirable.
27. BROKERS
The parties each represent and warrant to the other that there is no broker,
salesman or finder involved in this transaction. If a claim for brokerage in
connection with the transaction is made by any broker, salesman or finder,
claiming to have dealt through or on behalf of one of the parties hereto (Seller
who in this section is the "Indemnitor"), Indemnitor shall indemnify, defend and
hold harmless the other party hereunder (City whom in this section is the
"Indemnitee"), and Indemnitee's officers, directors, agents and representatives,
from all liabilities, damages, claims, costs, fees and expenses whatsoever
(including reasonable attorney's fees and court costs at trial and all appellate
levels) with respect to said claim for brokerage. The provisions of this paragraph
shall survive the Closing and any cancellation or termination of this Agreement.
28. 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.
29. FURTHER UNDERTAKINGS
The parties agree that each shall cooperate with the other in good faith and shall
correct any mathematical errors, execute such further documents and perform
such further acts as may be reasonably necessary or appropriate to carry out the
purpose and intent of this Agreement.
30. NO DISCRIMINATION
No discrimination- Sellers warrant and represent there is shall be no unlawful
discrimination as provided by federal, state or local law, in connection with the
performance of this Agreement.
13 03- 474
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
ATTEST:
94"--A �, - - r,%% -
Priscilla A. Thompson
City Clerk
TO
"PURCHASER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
on:
f1 �
By: cS�
Joe Aq of , City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
ej ro Vilarello Diane J. Ericson
ity Attorney Risk Management Administrator
03- 4"74
14
"SELLER"
Executed by: J
(Seller) on
(Seller) on
Print Name
STATE OF FLORIDA
eLw Mashburn and Karen Mashburn
ss:
COUNTY OF MIAMI -DADS
}
BEFORE ME, the undersigned authority, personally appeared Jerry Allen_
Mashburn and Karen Mashburn, who first being duly sworn, depose and say that they
have executed the above instrument for the purposes therein expressed. Affiants are
personally known toe or have produced a valid
as identification.
SWORN TO AND SUBSCRIBED before me on this `''� day of
/n�/-%: �F , 20o3 .
My Commission Expires
hEAYRA P A=
NOTARY F% M= STATE Oim CGMMMION NO. C
VOWN
P D
NAME OF NOTARY PUBLIC
PSLHP#58
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA � 11'71�'4 f' "�&V T.
15 03- 474
CITY OF MIAMI, FLORIDA 26
INTER -OFFICE MEMORANDUM
APR 2 A ?^n?
TO: The Honorable or an
M r�i hers of th City Commissio
d
FROM : J e rriola,
C ie Administrator
RECOMMENDATION:
DATE: FILE
Acquisition of Real Property
SUBJECT: Located at 265-71 NE 59" Terrace
LHP # 58 in Connection with Little
Haiti Park
REFERENCES:
ENCLOSURES: Resolution and Purchase and Sale
Agreement
It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the
City Manager to execute a Purchase and Sale Agreement for the property located at 265-71 Northeast
591h Terrace (the Property), Miami, Florida, as legally described in the Purchase and Sale Agreement
between the City of Miami and Jerry Allen Mashburn and Karen Mashburn (Seller) attached hereto and
made a part hereof, in connection with the development of Little Haiti Park, with a purchase price of
$175,000, and to consummate said transaction in accordance with the terms of said Purchase and Sale
Agreement. This Resolution further allocates funds in the amount of $205,000 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 59th Street to Northeast 67th 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 and Sixty Thousand ($160,000.00)
dollars as the fair market value for the Property.
The Purchase Price exceeds the appraised value of One Hundred Sixty Thousand ($160,000.00) dollars
by Fifteen Thousand ($15,000.00) dollars. It is a condition precedent to the validity of the Purchase and
Sale 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 4/5th vote of its members, failing such approval the
Purchase and Sale 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 $205,000 will be provided
thMMH.:C:
NO. 331412 entitled "Little Haiti Park Land Acquisition and Development."
JA:d.memo.Purchaseand SalelhpHdoc 03- 474
Budgetary Impact Analysis
Department Economic Development Division: Prope
Commission Meeting Date: May 8, 2003
Title and brief description of legislation or attached ordinance/resolution:
Resolution authorizing the City Manager to execute a Purchase and Sale Agreement for the property located at
265-71 NE 59`h Terrace between the City of Miami and Jerry Allen Mashburn, and Karen Mashburn
1. Is this item related to revenue? No VYes ❑ Revenue Source:
2. Is this item an expenditure? No ❑ Yes E?(
General Fund Account No:
Special Revenue Fund Account No:
CIP Project No: 1 LA I9_
Amount: $205,000.00
3. Are there sufficient funds in Line Item? No: ❑ Yes: ❑
Sufficient ffinrk will hP trnnCfArrPr1 frnm tha fnllnvnnn I;— ;t— -
ACTION
ACTION ACCOUNT NUMBER
TOTAL
From
$
From
$
To
$
To
$
4. Is this item funded by Homeland l7efPncP/NPiohhnrhnnr1 imnrrwAmAnt fln-4c7 AT— 1-1 ve LSI
PROJECT NAME
TOTAL BOND
I" SERIES
DOLLARS SPENT
BALANCE
ALLOCATION
APPROPRIATION
TO DATE
Little Haiti Park
?M0MCM
Ae C), 000, 000
21q 1209
s lq t- o l -n
Approve y: 0J- &W
Dep ent Director/Designee
by:
BudgetingL&
Date: " 7"03
zr
Date
APPROVALS
Verified by CIP: (If applicable)
Director/Designee
Date:
3
03- 474
— s
J-01-828
.09/25/01
RESOLUTION NO. 01-1029
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 ` RAITI AREA FROM NORTHEAST 59T . TO
NORTHEAST. _ 67 TE • STREETS BETWEEN NORTHEAST 2MD
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) 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 implement the develop ment�of a
first-class park in. the Little Haiti area from Northeast 59th to
Northeast 67th Streets, between Northeast 2"d 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.
. �..
SERr :5, 001 _
u
envir rental studies,
(2) the Little Haiti Net Offic
perform a detailed neighborhood and use assessment (residen
commercial 'and office) , and (3) the Department of Planninc
Zoning to initiate the land designation and zoning proceec
necessary to accomplish this objective.
Section 3. This. Resolution shall become effec
immediately upon its adoption and signature of the•Mayor.11
PASSED AND ADOPTED this 25t day of 5entembe+- 20(
JOE CAROLLO, MAYOR
1n a=rdanw % ft. •^.c:;, r:.:.�..,. 4'-
.v. e•ir=h: ._v;�r' rtd not m.,.c3ts a;)cwt-41.of
1t�h��.i� IC�,:31�4ion JY 55;�nfI' 1'•�a?9�/",� i3 ad
,,tat�,�:v
becomaz G1M—. �v0, -ii1h 1::.: • . .: , , � r i 1.1� � t � ,, , � �• y N :� :' c. iii Cl Cl'•r:ZiikGi P o�don
regarding sai,£, Y:i.f out' lxh,j Mayor
altar J. Foeman, Cdy Clerk
-ATTEST.-
WALTER
TTESTrWALTER J. FOEMAN
CITY CLERK
APPROVED AS TO -.FORM. AND -RRECTNESS:�`i
RO v3:ijkkftlq
t. T"Mt C ATTORNEY,
W56-7-0 : smg : $SS
v If the Mayoi does not sign this Resolution, it shall become effective
the and of ten calendar days from the date it was passed and adopted.
. shallthe mayor iveoesthe veto by the CityiComruiseiObecome effective immediate
upon o er
Page 2 of 2
r
03- 474
J-02-342
4/8/02
RESOLUTION NO. O 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;
AND AUTHORIZING 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.
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.
CITY COQ .
r4EETMO
AFR 1 1 2002
u3- 474
n
rc•
Section 3. This Resolution ' shall become effective
immediately upon _ .s adoption and signature of the Mayor.!'
PASSED AND AL -OPTED this 11th day of April . , 2002.
/ 116
UE L A. DIAZ, MAYO
I
ATTEST:
PRISCILLA A. TFCeCFEON
CITY CLERK
APPROVED AS TO ' z`S AND CORRECTNESS:&
Z,
11JI,
AtVJANDRO VILA: - 0
ClhY 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 -7--= vetoes this Resolutior., it shall become effective
iT-mediately =;=, override of the veto by ;*a City Commission.
Page 2 of 2
- 474
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Priscilla A. Thompson
City Clerk
FROM:
e
eeF-,.Ytor
�Department omic Development
DATE : March 31, 2003 FILE:
SUBJECT: Acquisition of Property
Located 265-71 Northeast 59"'
Terrace LHP #58 in Connection
REFERENCES: with Little Haiti Park
ENCLOSURES:
Enclosed you will find an ad for notice of a public hearing to be held by the City
Commission on " -- - for the purpose of authorizing the City Manager to
execute a Purchase and Sale Agreement for the acquisition of the property located at 265-
71 Northeast 59th Terrace, Miami, Florida as legally described in the Purchase and Sale
Agreement between the City of Miami and Jerry Allen Mashburn and Karen Mashburn
(Seller) in connection with the development of Little Haiti Park. Further establishing the
purchase price of $175,000 and to consummate said transaction in accordance with the
terms of said Purchase and Sale Agreement.
Please place the ad in accordance with public hearing requirements of the City
Commission.
Thank you for your assistance in this matter.
Ap d:
Elvi Gallastegui-Alonso, Agenda Coordinator
Enclosure
KC:Ib—dd:ADLHP58.doc
03- 474
CITY OF MIAMI, FLORIDA
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 PM at Miami City Hall, 3500 Pan American Drive, Miami, Florida,
for the purpose of authorizing the City Manager to execute a Purchase and Sale
Agreement for the acquisition of the property located at 265-71 Northeast 59th Terrace,
Miami, Florida as legally described in the Purchase and Sale Agreement between the City
of Miami and Jerry Allen Mashburn and Karen Mashburn (Seller) in connection with the
development of Little Haiti Park. Further establishing the purchase price of $175,000
and to consummate said transaction in accordance with the terms of said Purchase and
Sale Agreement.
The purchase price exceeds the appraised value of One Hundred Sixty Thousand
($160,000.00) dollars by Fifteen Thousand ($15,000.00) dollars. It is a condition
precedent to the validity of the Purchase and Sale 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 4/5th vote of its members, failing such approval the Purchase and
Sale 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
acquisition. 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)
Ad #
Priscilla A. Thompson
City Clerk
63- 474
'6' �a� V, 0
W J01' �J L, k K""
{A+V/L l 3'J t S L-
�Y�' May 8, 2003 1
To this City C(mmission:
There are still many unanswered questions pertaining to the Proposed Little Haiti Park.
Either this Commission has no idea of the scope of devastation being created or this body
of City Government Just Does Not Care.
As asked more than once, on record and in writing and still no answers;
1) Will the adjacent and surrounding properties be subject to ANY zoning change,
proposed changes in use, restrictive covenants of any sort or future compliance
with building or use restriction setbacks from the boundary of the park?
2) If the All frontage property on 2°d Ave is to remain, what will those properties
zoning be? Will all uses and the present zoning remain perpetual with conforming
status both in use and structure?
3) Building and land use consistency with the park has been stated many times. As
asked many times what uses are not consistent and subject to use restriction?
Where is the list of acceptable a consistent use with this park?
4) Will the 2°d Ave properties be within the park boundary or will they share a
common property line with different zonings?
5) What security measures will be used to separate the park playground from the
industrial district and industrial uses that will share a common property line?
6) Since the park property acquisition and subsequent development will take several
years, what interim maintenance and security measures are to be employed?
Additionally what City departments will be burdened with this duty and expense?
Do they know they must start this program within weeks with these property
acquisitions?
7) Is this City Commission willing to go forth with this project as proposed, start city
property ownership, displacing residences, closing business's, eliminating the
jobs base all with full knowledge these acquisition cost may cost double the
money that you have appropriated?
This commission has spent over $800,000.00 on this project in studies reviews and
proposals. All have proven the LITTLE HAITI PARK as proposed will have cost
overruns doubling land purchases. There is a constitutional matter of relocation and
compensation for owner occupied buildings and businesses. This has not even been
considered as an additional legal defense or even settlement cost. This Commission
must step back and rethink the scope, and location of this park. To plunder along,
haphazardly buying here and there knowing this City will suffer double expenditures
Is just short of criminal --- or is it?
Submitted Into the public
record in oon e tontS 8 X03
otern _ �s
prisc. la A. T1,1ompson
City Clerk
03- 474
To our Honorable Commission of the City of Miami
I am Bennet Pumo, owner of several warehouses targeted by the proposed park property
acquisition campaign. My family business has been committed to this area for over 50
years. We welcome this Commission and the efforts toward area revitalization. It is fact
this area, the North East district has, for years been neglected by past commissions with
most revitalization efforts being directed to Park West, Downtown, Brickell Ave, Little
Havana and other projects void of the North East quadrant of Miami, A park is a great
start, but for the City to get wrangled into the expense of this very ambitious and broadly
scoped project may prove very difficult. The maintenance, security, professional park
employment and the perpetual expense to keep this endeavor truly first class must be
scrutinized with all pitfalls identified.
There have been many statements of conjecture with reference to the boundary lines, the
job loss and the number of business's that will be lost. With the proposed boundary, there
has not been a detailed impact study of the surrounding community with "the good of this
park" versus the loss of the well-established business community providing a great
percentage of the job base in the immediate area.
We all agree the area needs help. One would think a park should be built near a school,
surrounded by the residences to frequent it. This proposal places the children's park
within an industrial park area. There also has been a future proposed transit terminal
along the present railroad alignment within the park boundary that could serve the entire
community.
This commission has approved the immediate action to buy property for this park, but at
what cost? There are reports and statements to this acquisition. The purporting cost is not
within a five, ten or even twenty percent plus or minus estimation, but of estimates with
the varied cost of two, three and almost four hundred percent in difference for this
acquisition. This Commission must be proof positive in this expenditure. With the
possible cost that may exceed 60 million dollars, the plus or minus of only a few percent
means big bucks, yet alone these estimates being subject to suggested 100 percent
variable.
Care must be taken with this areas vacancy availability, for the evicted business owners
and leasing occupants to relocate their shops and maintain this districts needed job base.
Pumo has 6 buildings, with approximately 25 business's occupying over 76,000 square
feet, providing perhaps 150 jobs that are subject to this proposal. Occupancy ranges from
the Actors Playhouse — Children's Miracle Theater to Steiner Atlantic, a worldwide
distributor of commercial laundry equipment and many small family owned businesses
within the other units.
As of this date, the area has 98% occupancy. This certainly is not enough footage in
relocating just the Pumo affected tenancy. Most assuredly the majority of the evicted
businesses will leave the area and those related jobs will be lost forever. With this, the
City will have to make up the loss of all revenues generated by these businesses.
Consideration must be given with the property tax loss for 60 acres of this largest
industrial zoned property with its close proximity to the port, downtown and design
district. With the effected Pumo property alone, the property tax loss will be in excess of
$37,000 per year, "forever."
"A park, yes, a great start for this district, but not this monst5dBmitted Into the public
record in connection Wi h
r ity (-,ierk
03- 474
A few questions that must be considered:
1) is this park location the best choice for children's pedestrian access from school
and residential areas;
2) can "this proposal" be completed for the 25 million dollar budget;
3) in this time of world defense and City preparedness, is this Commission prepared
to spend another 25 or even 30 million dollars of "OUR" HOMELAND
SECURITY BUDGET to complete this existing park proposal; l , �
4) where will the City make up the loss of the millions in tax revenues over the years
to come?
5) does the struggling parks department have the budget revenues to staff the many
areas within this 60 acre park;
6) does public works have it their proposed budget approved to maintain the
expansive park green areas, fields, stadium and the some twenty to forty
additional structures that are a part of this proposed project?
7) does the police department have the additional officers to secure this park?
8) does this City have any intentions of "down -zoning" the surrounding industrial
properties, for it was mentioned that activity inconsistent with the park will be
subject to City action? How consistent is industrial activity with soccer fields and
children's playgrounds sharing the same property line?
9) with the appearance of utilization and application of a "mass appraisal to value
calculation," will a proper study with the determination of realistic acquisition
cost for the economically valued buildings and realistic cost and compensation to
the owner occupied business's be done on a building to building basis?
10) many property owners within the proposed boundaries will vigorously fight the
destruction of their livelihood. Is the City prepared to pay these expanded cost for
the years of legal negotiations ahead?
Thank you for this opportunity to address these concerns for our district must maintain
the vitality through its job base and give our residents the safe haven and facilities it
deserves. We must maintain vitality of this area. Nurture the businesses, expand the
neighborhood job base and most importantly enhance this areas quality of life with a safe
environment with projects that are well thought out for all peoples of this North East
District. Thank you again.
Submitted Into the public
re cord in connection wvi h
Morn � on s e a3
Priscilla A. Th- cmPson
Cit} Clerk
03- 474