HomeMy WebLinkAboutR-02-1083J-02-836
9/16/02
RESOLUTION NO. 02" 1083
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING AND DIRECTING
THE CITY MANAGER TO SELL CITY -OWNED REAL
PROPERTY LOCATED AT 8210 NORTHEAST 1ST PLACE,
MIAMI, FLORIDA, ("PROPERTY"), TO JOSE
BARREDO; ESTABLISHING $43,700 AS THE TOTAL
ACQUISITION AMOUNT TO BE PAID TO THE CITY OF
MIAMI FOR THE PROPERTY; AUTHORIZING 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 TO EXPEDITIOUSLY EFFECT THE SALE.
WHEREAS, City -owned real property located at 8210 Northeast
1St Place, Miami, Florida, ("Property") was acquired by the City
of Miami for the purpose of serving as a municipal parking lot;
and
WHEREAS, the Property is currently vacant, and not utilized
as intended; and
WHEREAS, the Property does not generate ad valorem taxes,
requires maintenance, and is a liability to the City; and
WHEREAS, on July 26, 2001, the City Commission adopted
Resolution No. 01-754 declaring the Property surplus, authorizing
the City Manager to (1) establish the minimum sale price for the
CONTAINED
CITY C
MEETING
SEP 2 6 2002
02-1083
Property based upon two independent appraisals, (2) employ such
procedures as may be required by the City Charter or Code for the
purpose of disposing of the property, (3) accept responsive and
responsible bids, and (4) negotiate a purchase and sale
agreement; and
WHEREAS, two independent appraisers were procured by the
Office of Asset Management to determine the fair market value of
the Property; and
WHEREAS, the minimum bid was established at $39,000.00,
which was based upon the highest value of the two appraisals; and
WHEREAS, an Invitation to Bid was issued and on
July 15, 2002, and one (1) bid was received from Jose Barredo in
the amount of $43,700.00, ($4.45/sq. ft.); and
WHEREAS, it is in the best interest of the City to sell the
Property, divest itself of the liabilities associated with its
ownership, and place the Property on the tax rolls;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Page 2 of 4 02-1083
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized and directed
to sell City -owned real property located at 8210 Northeast 18t
Place, Miami, Florida, described in "Exhibit All attached and
incorporated, to Jose Barredo.
Section 3. The amount of $43,700 established as the
total acquisition amount to be paid to the City by Mr. Jose
Barredo.
Section 4. The City Manager is authorizedll 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 to expeditiously effect the
sale.
l� 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
02-1083
Section 5. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.21
PASSED AND ADOPTED this 26th day of September 2002.
4 p a
aftw"a
rANUEL A. DIAZ, MAYO
ATTEST:
&"�� -a I - A"..,
P ISCILLA A. T OMP ON
CITY CLERK
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 02-1083
EXHIBIT "A"
LOTS 20 AND 21, OF BLOCK 6, OF "ROYAL PALM GARDENS",
ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 7
AT PAGE 71 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,
FLORIDA: LESS AND EXCEPT THEREFROM THE WEST 25.00 FEET
OF SAID LOT 20 AND THAT PART OF SAID LOTS 20 AND 21 THAT
LIES SOUTH OF THE NORTH RIGHT-OF-WAY LINE OF N.E. 82ND
STREET, AS SHOWN ON THE FLORIDA DEPARTMENT OF
TRANSPORTATION RIGHT-OF-WAY MAP SECTION NO. 8761 FILED
IN PLAT BOOK 71 AT PAGE 66 OF SAID PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA.
PROPERTY FOLIO NO. 01-3112-008-0650
i
11
02=1083
PURCHASE AND SALE AGREEMENT
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 SW 2 Avenue, Miami,
Florida 33130 (the "Seller"), and Mr. Jose Barredo, with offices at 6381 Southwest 22°d Street,
Miami Fl. 33155, (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 Description
LOTS 20 AND .21, OF BLOCK 6, OF "ROYAL PALM
GARDENS", ACCORDING TO THE PLAT THEREOF
RECORDED IN PLAT BOOK 7 AT PAGE 71 OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA: LESS AND
EXCEPT THEREFROM THE WEST 25.00 FEET OF SAID LOT
20 AND THAT PART OF SAID LOTS 20 AND 21 THAT LIES
SOUTH OF THE NORTH RIGHT-OF-WAY LINE OF N.E. 82ND
STREET, AS SHOWN ON THE FLORIDA DEPARTMENT OF
TRANSPORTATION RIGHT-OF-WAY MAP SECTION NO. 8761
FILED IN PLAT BOOK 71 AT PAGE 66 OF SAID PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
b) Street Address
8210 Northeast 1' Place
Miami, Florida
C) Improvements
None
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of
$43,700.00 (the "Purchase Price"). The Purchase Price shall be payable as follows:
A. Deposit.
f
(1) Within five (5) days of the Effective Date as defined herein, the
Purchaser shall pay to (the "Escrow Agent")
dollars (the Bid Deposit and this additional sum will
represent 10% of the Purchase Price and is hereinafter collectively referred to as the
"Deposit").
(2) Within ten (10) days of the Effective Date as defined herein, the Seller
shall deliver to the Escrow Agent $39,330.00 dollars, which the Seller has received from
the Purchaser as a 'Bid Deposit".
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(3) The Deposit received hereunder by the Escrow Agent shall be placed in
an interest bearing account. In case of default the Seller shall retain the Deposit and all
interest earned thereon.
(4) At Closing (as hereinafter defined) the Deposit, and all interest earned
on the Deposit shall be delivered by the Escrow Agent to the Seller and credited against
the Purchase Price. The Deposit is non-refundable except in the event Purchaser
terminates this Agreement as provided in paragraphs 4E or 5 herein.
B. Closing Payment.
At Closing, the Deposit plus the balance of the Purchase Price, Thirty -Nine
Thousand Three Hundred Thirty ($39,330.00) dollars (increased or decreased by
adjustments, credits, prorations, and expenses as set forth in Section 11 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, official bank check or wire transfer.
- 3. EFFECTIVE DATE/ MU OF ACCEPTANCE
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.
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.
02-1083
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 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 Purchaser is not relying solely upon any documents or
representations made by or on behalf of Seller, but that Purchaser is responsible to
con pct 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.
02-1083
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, 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.
4 02-1083
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 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 thaVto 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
02-1083
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.
5. TITLE EVIDENCE
Purchaser, at its sole cost and expense, shall be responsible for obtaining all title
documents, which Purchaser requires in order to ascertain the status of title. Purchaser
agrees to forward a copy of the aforementioned title documents to Seller immediately
upon Purchaser's receipt thereof.
Seller 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.
In the event the Purchaser's examination of title, which examination shall be completed
within twenty-one (21) 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, provided however, Seller shall not be required to bring any action
or to incur any expense to cure any Title Defect or objection.
If Seller shall be unable to convey title to the Property according to provisions of this
Agreement, Purchaser may: (i) elect to accept such title that Seller may be able to
convey, with no reduction in Purchase Price; 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
here
o shall be relieved of all further obligation and liability, and neither party shall have
any further claims against the other, except as to Purchaser's liability, if any, arising out
the Inspection Indemnity pursuant to Section 4(D) hereof. In addition to the documents
set forth in Section 4(E), in the event of cancellation, copies of all abstracts of title
respecting the Property delivered by Seller to Purchaser or prepared by or on behalf of
Purchaser shall be delivered by Purchaser to Seller.
6. DISCLAIlAER OF WARRANTIES AS TO PROPERTY:
"AS IS" CONVEYANCE. ".
A. Except as otherwise previously provided in Sections 4 and 5 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 4 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:
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(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.
7. 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 and public utility easements of record.
8. CLOSING DATE
Closing shall take place within forty-five (45) days after the Effective Date or within a
reasonable time thereafter, 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. Notwithstanding the foregoing, in the event the Seller elects to satisfy any title
objections pursuant to the terms of Section 5 hereof, then Seller shall have the right to
extend the Closing date set forth herein.
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9. COVENANT TO PAY FOR MUNICIPAL SERVICES
The Purchaser agrees that concurrently with the conveyance of the Property, at Closing,
the Purchaser shall furnish a covenant which will run with the land and shall be binding
on the Purchaser, its successors, heirs and assignees, in favor of the Seller and
enforceable by Seller, to be recorded in the public records of Miami -Dade County. This
covenant shall provide that if the Property, or any portion thereof, is purchased by an
"exempt entity" or is utilized for exempt purposes, as such term is defined under Chapter
196 Florida Statutes, that so long as the City of Miami provides municipal services to the
Property that the owner 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.
10. CLOSING DOCUMENTS
A) At Closing, Seller shall execute and/or deliver to Purchaser the following:
(1) Special Warranty Deed subject to conditions, restrictions, easements and
limitations of record;
(2) A Closing Statement;
(3) A Seller's Affidavit and a Non -Foreign Affidavit;
(4) Such documents as are necessary to fully authorize the sale of the
Property 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:
i
(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 balance of the Purchase Price as
provided for in Section 2 hereof.
8 02-1083
11. 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 at the time of sale, 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, Expenses, Interest. Etc: Taxes (other than real property
taxes), assessments, water and sewer charges, waste fee and fire
protection charges, if applicable, shall be prorated as of the Closing
Date.
4) Usual and Customary: Such other items that are usually and
customarily pro -rated between purchasers and sellers of properties in the
area where the Property is located. All pro -rations shall utilize the 365 -
day method.
B. Closing Costs
(1) Each party shall be responsible for its own attorney's fees incurred in
connection with the Closing.
(2) Purchaser shall pay all other closing and recording costs incurred in
connection with the sale and purchase of the Property described in this
Agreement, including, but not limited to:
(i) all inspection and environmental testing costs;
(ii) documentary stamps and surtax on the deed.
(iii) all recording charges, filing fees payable in connection with the transfer
of the Property -hereunder;
(iv) the Seller's • costs incurred in connection with the public solicitation
process related to the sale of the Property, which costs shall not exceed
four thousand five hundred dollars ($4,500);
9 02-1.083
12. DEFAULT
A) If this transaction does not close as a result of default by Seller, Purchaser as and
for its sole and exclusive remedies shall be entitled to: (i) elect to terminate this
Agreement and receive the return of the Deposit and all interest thereon; or (ii)
elect to waive any such conditions or defaults and to consummate the
transactions contemplated by this Agreement in the same manner as if there had
been no conditions or defaults and without any reduction in the Purchase Price
and without any further claim against Seller.
However, notwithstanding anything contained herein to the contrary, in no event
shall Seller be liable to Purchaser for any actual, punitive, incidental, speculative
or consequential damages, costs or fees of any nature whatsoever. The limitation
on Seller's liability set forth herein shall survive Closing.
B) If this transaction does not close as a result of default by Purchaser, Seller, as
and for its sole and exclusive remedy, shall retain the Deposit and all interest
earned thereon, as liquidated damages and not as a penalty for forfeiture, actual
damages being difficult or impossible to measure.
C) 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.
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
i
Purchaser and anyone .claiming by, through or under Purchaser hereby fully and
irrevocably release' Seller, its employees, officers, directors, representatives, agents,
successors and assigns (collectively the Seller) from any and all claims that it may now
have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense,
demand, action or cause of action arising from or related to any defects, errors, omissions
or other conditions, including, but not limited to, environmental matters, affecting the
Property, or any portion thereof. The foregoing, however, is not intended to release
Seller from its obligations under this Agreement.
10 1 02-1083
15.
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
Office of Asset Management
Laura Billberry, Director
444 SW 2 Avenue, 3`d Floor
Miami, FL 33130
Telephone No.: (3 05) 416-1458
Fax (305) 416-2156
16. NOTICES
On behalf of Purchaser:
Jose B. Barredo
6381 Southwest 22"d Street
Miami, Florida 33155
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:
Carlos A. Gimene4 City Manager
Cityof Miami
444 SW 2 Avenue, 10'" Floor
Miami, FL 33130 - -
Copies To:
Laura Billberry
City of Miami
Office of Asset Management
444 SW 2 Avenue, 3`d Floor
Miami, FL 33130
Alejandro Vilarello
City Attorney
444 SW 2 Avenue, Suite 945
Miami, FL 33130
I I
Purchaser
Jose B. Barredo
6381 Southwest 22"d Street
Miami, Florida 33155
02-1083
17. 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.
18. 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.
19. GOVERNING LAW
This Agreement shall be governed according to the laws of the State of Florida and
venue shall be in Dade County, Florida.
20. 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.
21. 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
prevailing party on any issue in any such litigation and any appeals therefrom shall be
entitled to recover from the other party, in addition to any damages or other relief
granted as a result of such litigation, all costs and expenses of such litigation and a
reasonable attorneys' fee as fixed by the court.
22. WAFVERS
No waiverby.either'parfy 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.
23. SURVIVAL OF REPRESENTATIONS/WARRANTIES
1
All relevant terms of this Agreement, where appropriate, shall survive the Closing and be
enforceable by the respective parties until such time as extinguished by law.
24. PARTIAL INVALIDITY
In the event that any provision of this Agreement shall be unenforceable in whole or in
part, such provision shall be limited to the extent necessary to render same valid, or shall
be excised from this Agreement, as circumstances require, and this Agreement shall be
12 02-1083
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.
25. 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.
26. 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.
27. TBH 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.
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.
13
02-1083
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:
"SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
on:
ATTEST:
Priscilla A. Thompson
City Clerk
r
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
i
ATTEST:
Witness
Print Name
Witness
Print Name
rM8210NE1P1.DOC
BY:
Carlos A. Gimenez, City Manager
"PURCHASER"
Executed by: Jose Barredo
(Purchaser) on
14 02-1083
CITY OF MIAMI, FLORIDA13
INTER -OFFICE MEMORANDUM
TO: DATE: SEP 1 2 zj%n FILE:
The Honorable Mayor and Members
of the C'ty Commission SUBJECT:
Sale of 8210 NE 1st Place,
Miami, Florida
FROA*City
lmenez
REFERENCES:
a er
ENCLOSURES: Resolution and Purchase
and Sale Agreement
RECOMMENDATION:
It is recommended that the City Commission adopt the attached Resolution with
attachment(s), approving the sale of a City -Owned real property located at 8210 Northeast
1st Place Miami, Florida (the "Property"), to Mr. Jose Barredo. This Resolution establishes
Forty -Three Thousand Seven Hundred dollars ($43,700.00) as the amount to be paid to the
City of Miami by the aforementioned for the property. The Resolution authorizes the City
Manager to execute a Purchase and Sale Agreement (the "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 affect such sale in an expeditious manner.
BACKGROUND:
The above referenced Property was acquired by the City of Miami for the purpose of
serving as a municipal parking lot. Currently the Property sits vacant, and is not being
utilized for said purpose. The Property currently represents a maintenance cost and
liability to the City, and does not generate ad valorem taxes.
On July 26, 2001 the City Commission adopted Resolution 01-754 declaring the above
referenced Property surplus authorizing the City Manager to (1) establish the minimum
sale price for the Property based upon two independent appraisals, (2) employ such
procedures as may be required by the City Charter or Code for the purpose of disposing the
property, (3) accept responsive and responsible bids, and (4). negotiate a purchase and sale
agreement.
Two independent appraisers were procured by the Office of Asset Management to
determine the fair market value of the Property. The minimum bid was established at
Thirty -Nine Thousand Dollars ($39,000.00) based upon the highest value of the two
appraisals. An Invitation to Bid was issued, and on July 15, 2002 one (1) bid was received
from Mr. Jose Barredo in the amount of Forty -Three Thousand Seven Hundred Dollars
($43,700.00) ($4.45/sq. ft.). It is in the best interest of the City to sell the Property, divest
itself of the liabilities associated with its ownership, and place the Property on the tax
rolls.
FINANCIAL EVIPACT
Thef�� ancial impact to the General Fund of the City is $43,700.00 in revenue.
CAG.S& mv::dd:Mesale82IONEIPI.doe
02-1083
Budgetary Impact Analysis
1. Department Asset Management Division Property Management
2. Agenda Item # (W available) N/A
3. Title and brief description of legislation or attach ordinancelresolutiou.
See Attached Resolution Approving the Sale of a City Owned Real Property
Located at -,8210 NF 1Gt P1ar•P rn Nr Jose Barredo
4. Is this item related to revenue? Nn• . _ .- YES x (If yes, skip.to item #T.)
6. Are there sufficient funds -in Line tcem:
YES: _ Index Code Minor Obj. Code Amount $
NO: _ Complete the following questions:
6. Source of funds: Amount budgeted in the Line Item $
Amount needed in the Line Item $
Sufficient funds will be transferred from the following line items:
ANIONACCOUNT NUMBER ACCOUNT NAME TOTAL
Index/Minor Object/Project No.
From $
To I $
7. Any additional comments?
Approve by:
� a
apartment . _pctor/Dearnee Date
FOX DEPARTMENT OF MANAGEMENT AND BUDGET USE ONLY
Verified by: Verified by:
Department of Management and Budget Director/Deaignee
Date Date
02-1083
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM -
TO: Priscilla A. Thompson
City Clerk
FROM: Laura Blllberry, a for
Office of Asset anagement
DATE: September 5, 2002 FILE:
SUBJECT: Sale of City -owned property
located at 8210 NE 1St Place,
Miami, Florida
REFERENCES:
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 approving the sale of the City -
owned real property located at 8210 Northeast 1 St Place to Mr. Jose Barredo, establishing
Forty -Three Thousand Seven Hundred Dollars ($43,700.00) as the amount to be paid to
the City by the aforementioned. The item further authorizes the City Manager to execute
a Purchase and Sale Agreement with Mr. Barredo 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:dd:AD8210NE 1 PhWe. doc
Appr&
Elvi Gallastegui-Alonso, Agenda Coordinator
02-1083
(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 approving the sale of a City -owned real property, located at 8210 Northeast 1St
Place, Miami, Florida to Mr. Jose Barredo; further establishing Forty -Three Thousand Seven
Hundred Dollars ($43,700.00) as the amount to be paid to the City of Miami by the
aforementioned, and authorizing the City Manager to execute a Purchase and Sale 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 sale.
Should any person desire to appeal any decision of the City Commission with respect to any
matter considered at this hearing, that person shall ensure that a verbatim record of the
proceedings is made, including all testimony and evidence upon which any appeal may be based.
(City Seal) Priscilla A. Thompson
(#10911) City Clerk
02-x.083