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HomeMy WebLinkAboutR-02-1082J-02-842 9/17/02 02-1082 RESOLUTION N0. A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), DECLARING SURPLUS A TOTAL OF FIVE (5) PARCELS OF CITY -OWNED REAL PROPERTY, FOUR (4) PARCELS LOCATED IN THE OVERTOWN AREA AND ONE (1) PARCEL LOCATED IN THE LITTLE HAITI AREA, AS MORE PARTICULARLY DESCRIBED IN "EXHIBIT A"; DESIGNATING HABITAT FOR HUMANITY OF GREATER MIAMI, INC., A NOT-FOR-PROFIT CORPORATION, AS DEVELOPER OF TWO (2) NEW SINGLE-FAMILY HOMES, AFFORDABLE TO VERY LOW, LOW AND/OR MODERATE - INCOME FAMILIES AND/OR INDIVIDUALS; AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AND SALE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, AND TO CONSUMMATE SUCH TRANSACTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, WHICH TERMS MAY BE AMENDED BY THE CITY MANAGER AS MAY BE NECESSARY IN ORDER TO EFFECT SUCH SALE IN AN EXPEDITIOUS MANNER. WHEREAS, the City of Mianci has a severe shortage of housing within the affordability range of families and individuals of very low, low and moderate -income; and WHEREAS, the City recognizes that the participation of both the public and private sector is necessary to foster the development of housing affordable to very low, low and moderate - income families and individuals in the City; and CITY COIT!I,tOi MES- - j . a!u e `� 1. pp�,Sor 481 �M. E N SEP 2 6 2002 i ■ � � b{�9G1�XtY4ll i+bl. 02-1082 WHEREAS, on June 12, 2002, Habitat for Humanity of Greater Miami, Inc., a not-for-profit corporation ("Habitat"), requested that the City donate four (4) vacant City -owned parcels in the Overtown area and one (1) vacant City -owned parcel in the Little Haiti area; and WHEREAS, the (4) four vacant parcels in the Overtown area must be joined to achieve the City's minimum square footage requirement for development of residential construction; and WHEREAS, the donation of land would allow Habitat to proffer any savings in total cost of the residence to the homebuyer because the land is acquired without cost; and WHEREAS, the parcels are suitable for the development of two (2) new single family homes, affordable to very low, low and/or moderate income families and/or individuals; and WHEREAS, Section 29-B of the City Charter allows for the conveyance or disposition of City -owned property for the implementation of City -assisted housing program or projects which are intended to benefit persons or households of very low, low and/or moderate -income without being subject to competitive bidding requirements and fair market value return to the City; and WHEREAS, in an effort to promote the development of new affordable housing in the City, the Administration recommends the conveyance of the City -owned property to Habitat, for the Page 2 of 4 02-1082 development of two (2) new single-family homes, subject to certain terms and conditions; 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. The City -owned real property, as more particularly described in "Exhibit A" attached and incorporated, is declared as surplus property and the donation of same to Habitat for the development of two (2) new single-family homes, affordable to very low, low and moderate -income families and/or individuals is authorized. Section 3. The City Manager is authorizedl/ to execute a Purchase and Sale Agreement, in substantially the attached form, with Habitat, and to consummate such transaction in accordance with the terms and conditions of the Agreement which terms may be amended by the City Manager as may be necessary in order to effect such sale in an expeditious manner. 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 R n% O 2 r l O 8 Irl Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.21 PASSED AND ADOPTED this 26th day of September , 2002. 7A M�-t.�Jd. NVEL A. DIAZ, MAY ATTEST: PRISCILLA A. THOMPSON CITY CLERK APPROVEJ�-IS/�YO F.QRI AND CORRECTNESS :�i �kLqJA7RO VYLARELLO CIT ATTORNEY 584:tr:AS:BSS 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 02-1082 EXHIBIT "A" NUMBER PROPERTY LEGAL DESCRIPTION SIZE (+� ADDRESS PB 4-190 ' 1723 NW 2 AVE W 1/2 OF N 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 1724 NW 1 PL E 1/2 OF N 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 1722 NW 1 PL E 1/2 OF S 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 1721 NW 2 AVE W 1/2 OF S 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 AGREEMENT FOR PURCHASE AND SALE THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this day of '2002 by and between the City of Miami, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130 (the "Seller"), and Habitat for Humanity of Greater Miami, Inc., with offices at 9350 South Dadeland Boulevard, Miami, Florida 33156-0994 (the "Purchaser'). The Parties hereby agree that Seller shall sell and Purchaser shall buy the following property upon the following terms and conditions: 1. DESCRIPTION OF PROPERTY a) Legal Descriptions Legal descriptions as set forth in Exhibit "A" attached hereto and made a part hereof, hereinafter referred to as the "Property". b) Street Address 37 NW 60 Street 1723 NW 2 Avenue 1724 NW 1 Place 1722 NW 1 Place 1721 NW 2 Avenue Folio Number 01-3113.052-0340 01-3125-048-0920 01-3125-048-0930 01-3125-048-0940 01-3125-048-0950 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of Ten and No/100 Dollars ($10.00) (the "Purchase Price"). The Purchase Price shall be payable as follows. At Closing, the Purchase Price increased or decreased by adjustments, credits, prorations, and expenses as set forth in Section 12 or any other provision of this Agreement shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check or wire transfer. 3. 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 02-1082 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. 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 State of Florida, Miami -Dade County, the City of Miami, or any other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil). B. Disclaimer As To Environmental Matters. Purchaser acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties (other than the limited warranty of title as set out in the Special 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 2 02-1082 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 but Seller agrees that it will not intentionally withhold information and Seller will not knowingly provide any false or misleading information. Seller is not liable or bound in any matter by any oral or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person. C. Inspection Period. Purchaser, its employees, agents, consultants and contractors shall have a period of twenty-five (25) days from the Effective Date (the "Investigation Period") in which to undertake at Purchaser's expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and his consultants to review and evaluate the physical characteristics of the Property and to perform certain work or inspections in connection with such evaluation (the "Environmental Inspection") after giving the Seller 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 twenty-five (25) days if based upon the results of the testing, additional testing is warranted. For the purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, full right of entry upon the Property during the Inspection Period through the closing date. The right of access herein granted shall be exercised and used by Purchaser, its employees, agents, representatives and contractors in such a manner as not to cause any material damage or destruction of any nature whatsoever to, or interruption of the use of the Property by the Seller, its employees, officers, agents and tenants. D. Inspection Indemnity, Insurance and Releases. Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Seller granting a continuing right of entry, the Purchaser 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; and (iii) indemnify, 3 02-1082 defend and hold harmless Seller, its employees, officers and agents, from and against all claims, damages or losses incurred to the Property, or anyone on the Property as a result of the actions taken by the Purchaser, any of its employees, agents, representatives or contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, with respect to the inspection of the Property, regardless of whether or not such claim, demand, cause of action, damage, liability, loss or expense is caused in part by Seller, its employees, officers and agents, provided, however, Purchaser shall not be liable for the gross negligence or intentional misconduct of Seller, its employees, officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution where appropriate. The provisions of this indemnity shall survive the Closing or the termination of this Agreement. 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 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. Purchaser hereby waives any and all claims against the Seller for personal injury or property damage sustained by the Purchaser, its employees, agents, contractors, or consultants arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors upon the Property or in connection with the Environmental Inspection and releases the Seller from any claims in connection therewith. E. Remedies/Right of Termination. If Purchaser discovers, during the Investigation Period, 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, prior to the end of the Inspection Period, Purchaser shall notify Seller in writing and deliver to Seller copies of all written reports concerning such Hazardous Materials (the "Environmental Notice"). The Purchaser and Seller shall have seven (7) business days from the date the Seller receives the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the event the Purchaser and Seller are unable to reach agreement with respect thereto within the seven (7) business day period provided herein, the parties shall have the option within two (2) calendar days of the expiration of the seven (7) business day period to cancel this 02-1082 Agreement by written notice to the other party whereupon (i) all property data and all studies, analysis, reports and plans respecting the Property delivered by Seller to Purchaser or prepared by or on behalf of the Purchaser shall be delivered by Purchaser to the Seller; 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) Purchaser shall be refunded the Deposit and all interest earned. F. Waiver and Release. In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "AS IS" condition and basis with all faults. Purchaser on behalf of itself and its successors and assigns thereafter waives, releases, acquits, and forever discharges Seller, its heirs, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its successors or assigns now has or which may arise in the future on account or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property including, without limitation, any Hazardous Materials in, at, on, under or related to the Property, or any violation or potential violation or any Environmental Requirement applicable thereto. In addition, Purchaser thereafter specifically waives all current and future claims and causes of action against Seller arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or state law or county regulation relating to Hazardous Materials in, on, or under the Property. Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement. 4. TITLE EVIDENCE Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents, which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof. Seller has no obligation to, but to the extent Seller has evidence of title, including abstracts, prior title policies and title reports, Seller shall provide copies of same to Purchaser, within five (5) calendar days of the Effective Date, to assist in Purchaser's title examination and obtaining title insurance. 02-1082 5. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE. A. Except as otherwise previously provided in Sections 3 and 4 of this Agreement, 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. Without in any way limiting the generality of the immediately preceding, and in addition to the specific disclaimers set forth in Section 3 of this Agreement with respect to Environmental Matters, Purchaser and Seller further acknowledge and agree that in entering into this Agreement and purchasing the Property: (1) Purchaser hereby acknowledges that Seller has not made, will not and does not make any warranties or representations, whether express or implied, with respect to the Property, its condition, the value, profitability, or marketability thereof; (2) Purchaser acknowledges that with respect to the Property, Seller has not and will not make any warranties, whether express or implied, of merchantability, habitability or fitness for a particular use or suitability of the Property for any and all activities and uses which Purchaser may conduct thereon; (3) 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; (4) 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; (5) 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. 6 02-1082 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; restrictions and matters appearing on the public records, including but not limited to deed restrictions and reversionary interest and all recorded and unrecorded public utility easements and any matters that would be disclosed on a survey of the property. 7. CLOSING DATE Closing shall take place within forty-five (45) days after the Effective Date, at a mutually agreeable time (the "Closing") at the City of Miami, Office of Asset Management located at 444 SW 2 Avenue, Suite 325, Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date for Closing. S. DEED RESTRICTIONS The City shall convey title to the Property by City Deed subject to certain deed restrictions pertaining to the use of the Property, in substantially the form attached hereto as Exhibit "B". 9. AFFORDABLE HOUSING EXEMPTION Purchaser represents and warrants to the Seller that, for a period of at least fifteen (15) years, the Property will be used exclusively for the purpose of providing affordable owner occupied housing for individuals and/or families within the economic affordability range of very low, low and/or moderate income families and/or individuals, based on criteria established by federal and/or state law or by the City Commission of the City of Miami. Seller has relied on Purchaser's representations in entering into this Agreement pursuant to the provision of Section 29B of the City of Miami Charter which exempts from the competitive bidding requirements established therein a "conveyance or disposition of city -owned property implementing city -assisted housing programs or projects which are intended to benefit persons or households with low and/or moderate income by providing housing for such persons or households, such as, but not limited to, those funded programs or projects undertaken, pursuant to the Federal Housing Act of 1937 and the Florida Housing Act of 1972, as those statutes may be amended or revised from time to time, implementing city -assisted housing programs as may be authorized by federal or state law, implementing projects authorized under the Florida Community Redevelopment Act of 1969, and implementing projects of any governmental agency or instrumentality" (the "Affordable Housing" exemption). Purchaser further agrees to commence promptly the construction of two (2) single family homes and shall continue diligently with the construction of the improvements to completion; provided, that, in any event, construction shall commence within twelve (12) months from the date of the City Deed, 02-1082 and shall be completed no later than twenty-four (24) months from the date of the Deed. 10. PAY FOR MUNICIPAL SERVICES The Purchaser agrees that if the Property, or any portion thereof, is purchased by an "immune" or "exempt" entity or is utilized for exempt purposes, that so long as the City of Miami provides municipal services to the Property the owner of the property shall pay to the City of Miami an annual payment, which shall never be less than the amount of taxes that the City of Miami would be entitled to receive from the Property based on the fair market value of the Property. 11. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: 1) City Deed subject to conditions, restrictions, easements and limitations of record; and 2) A Closing Statement; and 3) A Seller's Affidavit and a Non -Foreign Affidavit; and 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) Covenants (or acknowledgement of Deed Restrictions); 2) Closing Statement; and 3) Such documents as are necessary to fully authorize the purchase of the Property by Purchaser and the execution of all closing documents; and 4) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby; and 8 02--1082 12. CLOSING COSTS AND ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser as follows: A) Adjustments and Prorations 1) Real Estate Taxes: The Seller warrants that the Property is exempt from taxes and accordingly there should be no taxes due at Closing. 2) Certified/Pending Liens_: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Seller. Pending liens as of the Closing Date shall be assumed by Purchaser. 3) Other Taxes, Exuenses, Interest, Etc: Taxes, assessments, water and sewer charges, waste fee and fire protection charges, if applicable, shall be prorated. 4) Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of properties in the area where the Property is located. All pro - rations shall utilize the 365 -day method. B) Closing Costs 1) Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. (2) Purchaser shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: (i) all recording charges, filing fees payable in connection with the transfer of the Property hereunder; 13. RISK OF LOSS The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty, or acts of God, as of the Effective Date. 14. RELEASE AND INDEMNIFICATION Purchaser and anyone claiming by, through or under Purchaser hereby fully and irrevocably release Seller, its employees, officers, directors, 9 02-1082 15. representatives, agents, successors and assigns (collectively the Seller) from any and all claims that it may now have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, including, but not limited to, environmental matters, affecting the Property, or any portion thereof. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication between Purchaser and Seller is important. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective behalves to be their representatives, to wit: On behalf of Seller: City of Miami Laura Billberry, Director Office of Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Telephone (305) 416-1450 Fax (305) 416-2156 16. NOTICES On behalf of Purchaser: Habitat for Humanity of Greater Miami, Inc. Anne E. Manning, Exe. Director Post Office Box 560994 Miami, FL 33256-0994 Telephone (305) 670-2224 Fax (305) 670-2273 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 City of Miami City Manager 444 SW 2 Avenue, 10th Floor Miami, FL 33130 Copy To City of Miami Laura Billberry, Director Office of Asset Management 444 SW 2 Avenue, Suite 325 Miami, FL 33130 Purchaser Habitat for Humanity of Greater Miami, Inc. 9350 South Dadeland Boulevard Miami, FL 33156-0994 Copy To Habitat for Humanity of Greater Miami, Inc. Anne E. Manning, Exe. Director Post Office Box 560994 Miami, FL 33256-0994 10 02-1082 17. 18. 19. 20. 21. 22. Alejandro Vilarello, City Attorney 444 SW 2 Avenue, 9th Floor Miami, FL 33130 CAPTIONS AND HEADINGS James Schindell, Esq. Blizin, Sumberg & Dunn, et. al. 200 S. Biscayne Blvd., Ste. 2500 Miami, Florida 33131 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. 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. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue shall be in Dade County, Florida. 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. 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. SURVIVAL OF REPRESENTATIONSlWARRANTIES Paragraphs 3, 5, 8, 9, 10, 14, 18, and 22 of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 23. 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 I I 02-1082 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. 24. 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 oral or written) or actions of any party hereto. This provision is a material inducement for Purchaser and Seller entering into this Agreement. 25. 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. 26. 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. 27. EFFECTIVE DATE/TIME OF ACCEPTANCE The Effective Date of this Agreement shall be the date on which the last party to this Agreement executes said Agreement and Purchaser has been notified in writing of the approval. 28. 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 Agreement becomes necessary or desirable. 12 02-1082 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. "SELLER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida on: In ATTEST: Priscilla A. Thompson City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney Carlos A. Gimenez, City Manager "PURCHASER" Executed by HABITAT FOR HUMANITY OF GREATER MIAMI, INC. on By: ATTEST: Anne E. Manning, Executive Director Witness Print Name Witness Print Name LB: mv: Purchase &SaleHabitat5Parcels. doc 13 02-1482 EXMBTT "A" FOLIO NUMBER PROPERTY LEGAL DESCRIPTION SIZE ADDRESS 01-3113-052-0340 37 NW 60 ST LOT 3, BLOCK 3 OF ROCKMOOR PARK TR 5,200 SQ. FT. PB 4-190 01-3125-048-0920 1723 NW 2 AVE W 1/2 OF N 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 01-3125-048-0930 1724 NW 1 PL E 1/2 OF N 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 01-3125-048-0940 1722 NW 1 PL E 1/2 OF S 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 01-3125-048-0950 1721 NW 2 AVE W 1/2 OF S 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 THIS INSTRUMENT PREPARED BY CITY OF MIAMI CITY ATTORNEY'S OFFICE MIAMI RIVERSIDE CENTER SUITE 945 444 S.W. 2ND AVENUE MIAMI, FLORIDA 33130-1910 Tax Folio # 01-3113-052-0340 01-3125-048-0920 01-3125-048-0930 01-3125-048-0940 01-3125-048-0950 Space Above This Line For Recording CITY DEED THIS DEED made this day of 2002, between the CITY OF MIAMI, a municipal corporation of the State of Florida, of 444 S.W. 2nd Avenue, Miami, Florida 33130, called (the "City") and Habitat for Humanity of Greater Miami, Inc., a not for profit corporation with offices at 9350 South Dadeland Boulevard, Miami, Florida 33156-0994, hereinafter called (the "Grantee"). WITNESS: That the City for and in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by the Grantee, receipt of which is hereby acknowledged has granted, bargained and sold to the Grantee, its heirs and its assigns, subject to the right of reentry set forward below, the land lying and being in Dade County, Florida: As described in Exhibit "A" attached hereto and made a part hereof, and hereinafter referred as the "Property". This Deed conveys only the interests of the City in the Property described herein, and shall not warrant title thereto: This Deed is made and executed upon, and is subject to, the following conditions, restrictions and covenants, which are part of the consideration for the Property conveyed and are taken and construed as running with the land: 1. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, that the Property for a period of fifteen (15) years, shall only be used in furtherance of the objective of providing owner occupied housing for individuals and/or families within the economic affordability range of very low, low and/or moderate income families and/or individuals, based on criteria established by federal and/or state law or by the City Commission of the City of Miami. 2. Grantee shall commence promptly the construction of two (2) single family homes (the "Improvements") and shall continue diligently with the construction of the Improvements to completion: provided, that, in any event, construction shall commence within twelve (12) months from the date of this Deed, and shall be complete no later than twenty-four (24) months from the date this Deed. 3. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, not to discriminate upon the basis of race, color, religion, marital status, sex or national origin in the sale of the Property, or any Improvements erected or to be erected thereon or on any part thereof, 02-1082 4. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, to pay the real estate taxes or assessments on the Property or any part thereof when due. In the event that the Property is ever declared to be "immune" or "exempt" from the payment of ad - valorem taxes, the Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, to pay to the City an annual payment which shall be in an amount equal to the amount the City would have received as ad valorem taxes based on the valuation method employed by the county property appraiser pursuant to Chapter 193 Florida Statutes, (1997), as amended from time to time. 5. Grantee shall not suffer any levy or attachment to be made, or any material or mechanic's lien, or any unauthorized encumbrance or lien to attach to the Property, except: a) Any mortgage(s) in favor of any institutional lender for the purpose of financing any hard costs or soft costs relating to the construction of the Improvements in an amount(s) not to exceed the value of the Improvements as determined by an appraiser; b) Any mortgage(s) in favor of any institutional lender refinancing any mortgage of the character described in clause (a) hereof, in an amount(s) not to exceed the value of the Improvements as determined by an appraiser. The recordation, together with any mortgage purporting to meet the requirements of clauses (a) or (b) above, of a statement of value by a certified real estate appraiser, stating the value of the Improvements is equal to or greater than the amounts of such mortgage(s), shall constitute conclusive evidence that such mortgage meets such requirements. For purposes of this paragraph an "institutional lender" shall mean any bank, savings and loan association, insurance company, foundation or other charitable entity, real estate or mortgage investment trust, pension funds, the Federal National Mortgage Association, agency of the United States Government or other governmental agency. In any event, the term "Institutional Lender" shall be deemed to include Habitat For Humanity, Miami -Dade County, the City and their respective successors and assigns. 6. Grantee shall not transfer the Property or any part thereof without consent of the City Manager, and shall not change the ownership or distribution of the stock of the Grantee or with respect to the identity of the parties in control of the Grantee or the degree thereof. Notwithstanding this provision, the City acknowledges and consents to the Grantee's intent to sell the improved property to low-income purchasers who participate in the Habitat for Humanity program. The restrictions, conditions and covenants set forth in Sections 1 through 6 of this Deed shall be binding to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by the City. The City shall have the right in the event of any breach of any such restriction, condition or covenant, to exercise all the rights and remedies; and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach. In the event the Grantee shall violate or otherwise fail to comply with any of the restrictions, conditions and covenants set forth in this Deed, the Grantee shall correct or cure the default/violation within thirty (30) days of notification of the default by the City. If Grantee fails to remedy the default within thirty (30) days, the City shall have the right to reenter and take possession of the Property or any portion of the Property and to terminate (and revert to the City) the Property or any portion of the Property that is in violation of the Deed restriction originally conveyed by this Deed. It is the intent that the conveyance of the Property to the Grantee is made upon a condition subsequent to the effect that in the event of any default, failure, violation, or other action or inaction by the Grantee, or its assigns or successors with respect to the conditions, restrictions and covenants set forth in this Deed, the City Commission at its option may pass and adopt a resolution declaring a termination in favor of the City of the title, and of all the rights and 2 02-1082 interest, in the Property and that such title, and all rights and interest of the Grantee, and any assigns or successors in interest in the Property shall revert to the City. Provided, however, that any such right of reentry shall always be subject to and limited by, and shall not defeat, render invalid, or limit in any way the lien of any valid mortgage permitted by this Deed. IN WITNESS WHEREOF, the Grantor has caused this City Deed to be executed the day and year first above written. ATTEST PRISCILLA A. THOMPSON, CITY CLERK STATE OF FLORIDA COUNTY OF DADE The corporation o CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA CARLOS A. GIMENEZ, CITY MANAGER APPROVED AS TO FORM AND CORRECTNESS: ALEJANDRO VILARELLO, CITY ATTORNEY f SS foregoing instrument was acknowledged before me this day of 2002 by Carlos A. Gimenez as City Manager of CITY OF MIAMI, a municipal the State of Florida, who is personally known to me or who has produced as identification and who did/did not take an oath. Printed Name: Notary Public My Commission Expires: The foregoing conveyance was approved pursuant to Resolution No. of the City Commission of the City of Miami, Miami -Dade County, Florida, passed and adopted on A copy of Resolution No. is attached hereto as Exhibit "B". DEEDHabitatVarcels. doc 02-1082 EXHIBIT "A" FOLIO NUMBER PROPERTY LEGAL DESCRIPTION ADDRESS PB 4-190 1723 NW 2 AVE W 1/2 OF N 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 101-3125-048-0930 1724 NW 1 PL 1722 NW 1 PL E 1/2 OF N 1/2 OF LOT 5, BLOCK 26 OF WADDELLS RESUB PB B-53 E 1/2 OF S 1/2 OF LOT 5, BLOCK 26 OF WADDELLS RESUB PB B-53 1,500 SQ. FT. 1,500 SQ. FT. 1721 NW 2 AVE W 1/2 OF S 1/2 OF LOT 5, BLOCK 26 OF 1,500 SQ. FT. WADDELLS RESUB PB B-53 � e e CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM 12 TO: The Honorable Mayor and Members of the City Commission OM: imenez City Mana r RECOMMENDATION: DATE: SEP 12 202 FILE: SUBJECT: Designation of Various Properties in Overtown & Little Haiti Areas REFERENCES: ENCLOSURES: Resolution & Purchase and Sale Agreement The administration recommends that the City Commission adopt the attached Resolution declaring surplus five (5) parcels of City -owned real property, four (4) parcels are located in the Overtown area and one (1) parcel is located in the Little Haiti area, as described in Exhibit "A" attached hereto and made a part hereof, and further approving the designation of Habitat for Humanity of Greater Miami, Inc., a not-for-profit corporation, ("Habitat"), as developer to undertake the development of two (2) new single-family homes, affordable to very low, low and/or moderate -income families and/or individuals. The Resolution further authorizes the City Manager to execute a Purchase and Sale Agreement ("Agreement"), in substantially the attached form, and to consummate such transaction in accordance with the terms and conditions of the Agreement, which terms may be amended by the City Manager as may be necessary in order to effect such sale in an expeditious manner. BACKGROUND: The City of Miami has a severe shortage of housing within the affordability range of families and individuals of very low, low and moderate -income. On June 12, 2002, Habitat for Humanity of Greater Miami, Inc., a not-for-profit corporation, ("Habitat") made a request to the City in connection with the donation of four (4) vacant City -owned parcels in the Overtown area and one (1) vacant City -owned parcel in the Little Haiti area. The four (4) vacant parcels in the Overtown area must be joined to achieve the City's minimum square footage requirement for residential construction, as they are too small to be developed for their own use. FINANCIAL EVIPACT: There is no financial impact to the City's General Fund. 02-1082 The Honorable Mayor and Members of the City Commission Page Two The subject parcels are suitable for the development of two (2) new single family homes, affordable to very low, low and/or moderate income families and/or individuals. Section 29-B of the City Charter allows for the conveyance or disposition of City -owned property in connection with the implementation of City -assisted housing program or projects which are intended to benefit persons or households of very low, low and/or moderate -income without being subject to competitive bidding requirements and fair market value return to the City. In an effort to promote the development of new affordable housing in the City, the City Administration recommends the conveyance of the City -owned property to Habitat for the development of new single-family homes on the subject City -owned parcels, subject to certain terms and conditions. Habitat has agreed to the following restrictions, which will be contained in the deed of conveyance and/or covenant: 1. The Purchaser agrees for itself and any successor in interest, that the property, for a period of fifteen (15) years, shall only be used to provide owner occupied housing for individuals and/or families within the economic affordability range of very low, low and/or moderate income families and/or individuals, based on criteria established by federal and/or state law or by the City Commission of the City of Miami. In the event that the property is not used for the purposes herein stated, or the building ceases to be used to provide housing for individuals and/or families within the economic affordability range herein required, then title to the property shall automatically revert to the City. 2. Purchaser agrees to commence promptly the construction of two (2) single family homes (the "Improvements") and shall continue diligently with the construction of the Improvements to completion: provided, that, in any event, construction shall commence within twelve (12) months from the date of the conveyance, and shall be complete no later than twenty-four (24) months from conveyance. 3. In the event the property is declared to "immune" or "exempt" from the payment of ad -valorem taxes, Habitat, or any successor in interest shall pay to the City an annual payment which shall be in an amount equal to the amount the City would have {C received in ad valorem taxes. CAG:DDB:ffi:mvMemoHabitat5Parcels.doc 102 — 1018 Budgetary Impact Analysis 1. Department Office of Asset Mgmt. :[)iv oa Property Secti nn 2. .Agenda Item # (if available) 3. Title and brief description of legislation or attach ordinancelresolution. See attached Resolution declaring surplus a total of five (5) ana designating Habitat for Hnmani tunf r,- �} '"`�g��r-�i}es as develop Pr. 4. Is this item related to revenue? NO- --x YES afyes, skip.to item #7.) 5. Are there sufficient funds -in Line icem: • ' ' YES: , Index Code Minor Obj. Code Amount S NO: _ Complete the following questions: 6. Source of funds: Amount budgeted in the Line Item S Amount needed in the Line Item $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER ACCOUNT NAME TOTAL IndexWnor Object/Project No. From E To $ 7. Any additional comments? ' s8. Appro d by - g h3 % Z.— ' Departms rJDesi=aea Data - FOX DEPARTMENT OF MANAGEMENT AND BUMET USE ONLY Verified by: Verified by: Departanent of Management and Budget Diraclor/Deaisnee Date Date CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Priscilla A. Thompson DATE: September 5, 2002 FILE: City Clerk SUBJECT: Designation of Various Properties in Overtown & Little Haiti Areas FROM:: Zura Billberry, D' for REFERENCES Office of Asset Management ENCLOSURES: Enclosed you will find an ad for notice of a public hearing to be held by the City Commission on September 26, 2002 for the purpose of declaring surplus five (5) parcels of City -owned real property and conveying same to Habitat for Humanity of Greater Miami, Inc., a not-for-profit corporation. Habitat will undertake the development of two (2) new single-family homes, affordable to very low, low and/or moderate -income families and/or individuals. This item further authorizes the City Manager to execute a Purchase and Sale Agreement with Habitat and to consummate the transaction in accordance with the terms and conditions of the Agreement. Please place the ad in accordance with public hearing requirements of the City Commission. Thank you for your assistance in this matter. Enclosure LB/mv/City Clerk HabitatPublic Notice.doc 2p7t�4� Elvi Gallastegui-Alonso, Agenda Coordinator 02-1082 (REVISED) 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 September 26, 2002 at 9:00 a.m., at The Lyric Theatre, 819 NW. 2nd Avenue, Miami, Florida, for the purpose of declaring surplus five (5) parcels of City -owned real property; further approving the designation of Habitat for Humanity of Greater Miami, Inc., a not-for-profit corporation ("Habitat"), as developer to undertake the development of two (2) new single-family homes, affordable to very low, low and/or moderate -income families and/or individuals and authorizing the City Manager to execute a Purchase and Sale Agreement ("Agreement") and to consummate such transaction in accordance with the terms and conditions of the Agreement, which terms may be amended by the City Manager as may be necessary in order to effect such sale in an expeditious manner. All interested persons are invited to appear and may be heard concerning such proposed award. 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) (#10910) Priscilla A. Thompson City Clerk 02-x082