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HomeMy WebLinkAboutR-02-1116J-02-906 10/10/02 RESOLUTION NO. 1 16 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PROFESSIONAL SERVICES AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH R.J. HEISENBOTTLE ARCHITECTS, P.A., A PRE- QUALIFIED FIRM IDENTIFIED ON THE CITY'S LIST OF ARCHITECTURAL AND ENGINEERING FIRMS, TO EFFECTUATE THE RELOCATION, RESTORATION AND REHABILITATION OF THE BUNGALOW BUILDING PRESENTLY LOCATED AT 79 SOUTHWEST 12' STREET, MIAMI, FLORIDA, TO ITS ORIGINAL DESIGN, MATERIALS AND CONDITION AT A NEW SITE; ALLOCATING FUNDS, IN AN AMOUNT NOT TO EXCEED $67,500, FROM MUNICIPAL HISTORIC PRESERVATION BOND FUNDS. WHEREAS, one of the City's treasures is the wooden Bungalow Building, currently located at 79 Southwest 12th Street, Miami, Florida, which building was opened in 1905 by the School Board as the first building to proudly bear the historic name of Miami High School; and WHEREAS, a public hearing will be held on October 29, 2002, to consider the acceptance of the donation from K.V. Brickell of the historic Bungalow Building to the City of Miami to be relocated to a municipal park within the City of Miami, for the use and benefit of the public; and C�Ii'Y LOAF WEETIM OCT 1 12002 Resolution No. 02-111.6 WHEREAS, an abbreviated time frame exists for the relocation and restoration of this historic structure which requires immediate and specialized professional services of architectural and engineering firms to prepare the structure for relocation from its present site to a municipal park and for restoration and rehabilitation of the Bungalow to its original design, materials and condition; 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 thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is authorizedlI to negotiate and execute a Professional Services Agreement, in a form acceptable to the City Attorney, with R.J. Heisenbottle Architects, P.A., a pre -qualified firm identified on the City's list of architectural and engineering firms, to effectuate the relocation, restoration and rehabilitation of the Bungalow Building presently located at 79 Southwest 12th Street, Miami, Florida, to its original design, materials and condition at a new 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 2 of 3 02-1116 site, with funds, in an amount not to exceed $67,500, allocated from Municipal Historic Preservation Bond Funds for said purpose. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.21 PASSED AND ADOPTED this 10th ATTEST: R/7" PRISCILLA A. THOMPSO CITY CLERK FORM AND CORRECTNESS PdA,NDRO VILARELLO T ATTORNEY 641:RSR:dd:BSS day of Octobe 2002. If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 3 of 3 02-111-6 Z 2002-2003 OFFICERS PRESIDENT William Murphy FIRST VICE PRESIDENT Richard Heisenbottte SECOND VICE PRESIDENT Judith Pruitt TREASURER Walter Alvarez SECRETARY Blanca Mesa AY LARGE Penny Lambeth George T. Neary PAST PRESIDENT Jeanette Poole TRUSTEES Frans Boetes Cathy Coates Elena V. Carpenter Bertram J. 'Chiu' Goldsmith Clay Harrniton Kathy Hersh John A. Hinson Dolly Maclntyre Don Marx Rafael Penalver Luis Penetas Enid Pinkney Lee Pinto Neil Robertson Marie C. Sftfel ADVISORS Gay Bondurant Gary Held Adolfo Henriques Ruth Jacobs Sallye Jude Nancy Liebman Leslie Pardin Arva Moore Perks Elizabeth Plater-Zyberk Janice Pryor M. Athalie Range Norah Schaefer Don Slesnick Herb Sosa EXECUTIVE DUU!CTOR Becky Roper Matkov oR£RITAG'E. TRUST August 16, 2002 By Fax: 305-416-1019 To: Mr. Carlos Gimenez City of Miami Manager From: Becky Roper Matkov Executive Director Dade Heritage Trust Dade Heritage Trust URGENTLY REQUESTS that a personal appearance by our nonprofit historic preservation organization be placed on the SEPTEMBER 12, 2002 City Commission Meeting agenda. We Wish to present an update on the status of dm OLD MIA1Vti HIGH BUNGALOW Project and to discuss needed action by the Commission IT IS ESSENTIAL THAT WE BE PLA® ON THE SEPTEMBER 10 AGENDA, NOT A LATER DATE!! !!! 1! Please callus at 305-358-9572 to verify that this will be done. Tbank you very much for your prompt aummon to this important matter. r r cc: Elvi Alonso (by fax: 305416-2075) Al Ruder (305-416-2154) City Commissioners - Mayor Manny Diaz 190 S.E. 12th Terrace, Miami. F1.1-3131 - Phone (305) 358-95721 Fax (305) 356-1162 E-mail: k1oQdadshe. v =t.-etrust.ory • www.dadeheribgpbust.orp - CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM CITY MANAGERS OFFICE To : Carlos Gimenez DATE : August 19�Z C- 20 AMFILE 11. 21 City Manager SUBJECT: personal Appearance r FROM: REFERENCES: Tomas Regal o ENCLOSURES: Commissioner I respectfully request a personal appearance for Ms. Becky Roper Matkov of the Dade Heritage Trust to provide an update on the status of the Old Miami High Bungalow at the City Commission meeting to be held on September 12, 2002. Cc: Agenda Office 02-1116 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO . The Honorable Mayor and Members of the City Commission 21: f6""Carlos A. Gimenez City Manager DATE: SEF - 4 2002 FILE : SUBJECT: Personal Appearance by Becky Roper Matkov Regarding REFERENCES: Old Miami High Bungalow ENCLOSURES: September 11, 2002 Commission Meeting On August 16, 2002 Ms. Becky Roper Matkov of the Dade Heritage Trust ("DHT") requested a personal appearance before the City Commission to present a status report on the Old Miami High Bungalow Project and to discuss needed action by the City Commission. Below is a summary of the status of the Miami High Bungalow Project. BACKGROUND: One Thousand Brickell Avenue, Ltd. C'1000 Brickell') is the owner of the property located at 79 SW 12 Street (the "Property"). An improvement sits on the Property that is a one-story wooden structure (the "Bungalow"), which is currently used as residential apartments. The Bungalow is the original 1905 Miami High Grammar School. This building is of great historic, educational, architectural, civic, and community importance to the City of Miami. 1000 Brickell is in the process of selling the Property to KV Brickell Partners, Ltd., a Florida limited partnership ("KV Brickell'. -The sale was to take place on or about August 31, 2002. Originally, 1000 Brickell was to donate the Bungalow to DHT; thereafter, DHT was to transfer title to the City. DHT's counsel would not agree to take title as it posed a liability to DHT. Subsequently, the City Attorney's Office drafted a Bill of Sale and an Agreement for Transfer of the Bungalow Building (the "Agreement') between the City and 1000 Brickell. Simultaneously, 1000 Brickell was proceeding with its sale of the Property to KV Brickell. With closing scheduled to take place on or about August 31, 2002, it was determined that the City would have to obtain the donation from the new owner. The City was advised by 1000 Brickell that it would be conveying the Property to KV Brickell and KV Brickell would then donate the Bungalow to the City. The Bill of Sale and Agreement were forwarded to KV Brickell's counsel, a copy of which is attached hereto for reference; however, no response has been received. A meeting with representatives of DHT, KV Brickell and the City is scheduled for September 5, 2002 at which time the donation of the Bungalow will be discussed. A recommendation will be presentedyto the City Commission at its meeting of September 11, 2002. ed CAG:DB:�B'fmv:MemaBungalow5.doc 02-1116 AGREEMENT_FOR TRANSFER OF BUNGALOW BUILDING THIS AGREEMENT FOR TRANSFER OF BUNGALOW BUILDING (this "Agreement') is made and entered in this '2002, by and between KV Brickell, Partners, Ltd., a Florida limited partnership, the address of which is 800 Brickell Avenue, Suite 201, Miami, Florida 33131 ("KV Brickell') and the City of Miami, a Florida municipal corporation in the state of Florida, the address which is 444 SW 2"d Avenue, Miami, Florida 33130 ("City"). WHEREAS, KV Brickell is the Owner of that certain parcel located in the City of Miami, Miami -Dade County, Florida, the street address of which is 79 S.W. 12 Street, Miami, Florida, and which is legally described in Exhibit "A", hereto (the "Lot"), together with all improvements thereon; WHEREAS, one of the improvements on the Lot is a one story wooden structure which is used, as of the date of this Agreement, as residential apartments; . WHEREAS, the Dade Heritage Trust ("DHT"), which has data about and expertise in identifying historic structures in Miami -Dade County, Florida, has determined that the one story wooden structure located on the Lot, as of the date of this Agreement, is the original structure that was Miami High School ("the Bungalow'); WHEREAS, DHT has agreed with the City of Miami, a municipal corporation in the State of Florida "the City"), that DHT and the City will jointly undertake efforts to relocate the Bungalow off of the Lot, move it to a City -owned park and renovate and restore it; WHEREAS, the City, pursuant to Resolution No. of the City Commission, has agreed to fund the sum of $250,000 of City monies, partially to pay the costs of relocating, renovating and restoring the Bungalow; and WHEREAS, these funds are bond proceeds and must be expended for their intended purposes; and WHEREAS, as of the date of this Agreement, the City Commission of the City has formally acted to accept the generous gift from KV Brickell and acquire title to the Bungalow. Upon passage of a formal Resolution of acceptance being duly adopted by the City Commission of the City, accompanied by an execution of this Agreement by the parties and an unconditional and absolute Bill of Sale from KV Brickell, conveying title to the Bungalow Building to the City, there can be no binding obligation upon the City; WHEREAS, KV Brickell and City desire to confirm the agreements between them regarding the Bungalow, without further delay. NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual agreements between the parties, KV Brickell and City agree as follows: 02-1116 1. Recitals The foregoing recitals are true and correct. 2. KV Brickell Transfer of the Bungalow to City 2.1 Subject to the conditions precedent contained in Sections 3.3, 3.6, and 6.4 below, KV Brickell agrees to transfer to the City title and possession to the Bungalow. Such transfer will be affected by a Bill of Sale, in substantially the form attached as Exhibit "B", hereto, in customary form used in Miami -Dade County and without warranty except only that KV Brickell owns and holds good title to the Bungalow and that such title is free of encumbrances, impositions, Ievies, charges , liens and leases, as hereinafter provided in Section 4 below. KV Brickell shall effect the transfer of title to the Bungalow to City not more than ten (10) days after the date KV Brickell reviews the City's written notice of the date the Bungalow will be removed from the Lot unless earlier removed as provided in §2.4. It is understood and agreed that once the City Commission approves this Agreement and Bill of Sale that KV Brickell's gift of the Bungalow is irrevocable and cannot be withdrawn. KV Brickell may effect the transfer any time following thirty (30) days after the execution of this Agreement. 2.2 KV Brickell agrees to transfer title to the Bungalow to the City as donation to the City, in recognition of its purpose as a historic preservation and educational , cultural, civic orientation, facility and organization. KV Brickell agrees that the City shall have no obligation to compensate KV Brickell for its transfer of title to the Bungalow to the City. 2.3 The City acknowledges that it has no rights, claims, or entitlements, of any nature whatsoever whether real or personal, in and to the Lot, arising under this Agreement, or upon the City's acquisition of title to the Bungalow, or otherwise. The City, for itself and its officers and employees, waives any right or claim to the Lot, except solely the temporary license for the Bungalow physically to remain on the Lot as further provided in Section 2.5 hereof. 2.4 The City acknowledges that KV Brickell has fully advised it that KV Brickell has entered into a contract to buy the Lot and that such contract provides that the closing of the transfer of title to the Lot may occur as early as May 31, 2002 and not later than September 1, 2002, unless further extended in writing by KV Brickell and the seller of the Lot.. City shall be notified in writing of the duration of any extension granted. KV Brickell agrees to notify the City of the occurrence of the closing and the transfer of title to the Lot. The City acknowledges and agrees that, upon KV Brickell's taking title to the Lot, KV Brickell is contractually required to deliver possession of the Lot free of all possessory interests including, but not limited to, any possessory interest of any tenant, licensee or occupant regarding the Bungalow. 2.5 For the additional sum of Ten and no hundredths ($10) paid by the City, the sufficiency and receipt of which is acknowledged, KV Brickell grants the City a temporary, non-exclusive license to maintain the Bungalow on the Lot, provided the City 2 cif) -1116 duly and timely performs its obligations to maintain insurance as provided in Sections 3.2 and 3.3 hereof, and to prevent any nuisance from occurring on the Lot as provided in Section 3.4 hereof. The term of this temporary, non-exclusive license shall commence with the date KV Brickell acquires title to the Lot and shall end on: the date KV Brickell ceases to own the Lot or on the date the Bungalow is moved by the City, as applicable. 3. Agreement of the City 3.1 The City agrees to accept KV Brickell's transfer of title to the Bungalow, in accordance with §2.1 above. 3.2 The City operates a self-insurance program under the laws of the State of Florida. Nothing in this agreement shall be construed to require the City to maintain insurance or require that such insurance insure to the benefit of KV Brickell. City represents that it is self-insured for actions to recover for injury or loss of property, personal injury or death caused by the negligent or wrongful act or omissions of its officers and employees. City shall provide evidence of its self-insurance program acceptable to the City's Risk Management Administrator. In addition, KV Brickell may procure general liability insurance covering its operations at the Lot and related liability. If KV Brickell procures general liability insurance the City shall be named as an additional insured. If the insurer imposes a charge to name City as an additional insured, City shall bear such cost or forgo being named as additional insured. Notwithstanding the above, KV Brickell shall require that third parties using the Lot furnish them with evidence of the following insurance coverage: A. Commercial General Liability insurance on a comprehensive general liability coverage form, or its equivalent, including contractual liability, products and completed operations, personal injury and property and operations coverage against all claims, demands or actions, bodily injury, personal injury, death or property damage occurring in the Lot with such limits as may be reasonably requested by the City from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. The City shall be named as Additional Insured on the policy or policies of insurance. The third party shall also obtain and maintain in force for the length of the agreement a $1,000,000 Excess Umbrella type policy taking effect on top of the base $1,000,000 required. B. Worker's Compensation in the form and amounts required by Florida law. The City reserves the right to amend the insurance requirements in accordance with reasonable industry practice by the issuance of notice in writing to the KV Brickell. KV Brickell shall require third party's to provide any other insurance or security reasonably required by the City. 3 02-1116 The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to City. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 9h Floor, Miami, FL 33130 with copy to City of Miami, Office of Asset Management, 444 SW 2 Avenue, 3`d Floor, Miami, FL 33130. A current Evidence of Insurance and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Office of Asset Management of the City at least (15) fifteen days prior to the commencement of the third party's usage of the Lot. Insurance policies required herein shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required, does not constitute a waiver of the Provider's obligation to require the insurance requirements herein. The KV Brickell's failure to require third parties to procure insurance shall in no way release KV Brickell from its obligations and responsibilities as provided herein. 3.3 Damage Or Loss To KV Brickell's Lot Neither party shall be liable for injury or damage which may be sustained at the Lot or sustained by goods, wares, merchandise or other property of KV Brickell, or it's employees, agents, contractors, invitees, and guests or of any other person in or about the Lot caused by or resulting from any peril whatsoever which may affect the Lot, including, without limitation, fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Lot, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Bungalow, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Bugalow unless caused by the negligence of the City or KV Brickell, their officers, employees, agents or representatives. 3.4 To the extent allowed by Florida law, for so long as the Bungalow remains on the Lot, the City is responsible, at its sole expense, to assure that no nuisance occurs within the Bungalow. As used herein, the term "nuisance" means and refers to vagrancy illegal dumping of trash, the presence of vermin, any illegal activities, the presence of graffiti and any other activity or condition that would tend to diminish the value of the Lot or that would or could subject the owner of the Lot to legal liability or fines. 3.5 To the extent allowed by Florida law, the City assumes all risk of loss including, but not limited to, casualty loss to the Bungalow as of the date of the transfer of the Bungalow as is provided in §2.1. 4. Leases/Existing_Tenants Occupying the Bungalow 4 2-:t116 4.1 KV Brickell and the City acknowledge that the Bungalow is as of the date hereof, occupied by persons who hold leases with KV Brickell, as landlord and which are more fully described in Exhibit "C" hereto (the "Leases"). At least ten (10) days prior to the date of the transfer of title to the Bungalow, KV Brickell shall have terminated all leases by persons who occupy the Bungalow, and KV BrickeIl or its agents prior to the date of transfer shall have lawfully removed such persons, their personality and effects from the Bungalow. 4.2 The City acknowledges that KV Brickell has furnished the City, prior to its execution of this Agreement, with copies of all Leases and with cancellation notices of such Leases. 4.3 KV Brickell has no obligation to, or agreement with, the City that KV Brickell will take any action whatsoever regarding the Leases or the Tenants, subsequent to the date of this Agreement, except as provided in this Article 4. 4.4 The parties agree to prorate all rental paid under the Leases, with KV Brickell being entitled to all rental accrued through 11:59 p.m. of the tenth day prior to the date KV Brickell transfers title to the Bungalow. 4.5 KV Brickell will transfer all of its possessory interest, title and right to the City on the date of transfer, free and clear of any leasehold interests, licenses, easements, liens, levies, charges or encumbrances. 5. As Is Transfer It is expressly acknowledged and agreed that, except as and to the extent expressly provided in this Agreement to the contrary: (a) KV Brickell makes no warranty or representation whatsoever as to the condition or suitability of the Bungalow for City's purposes including, without limitation, NO WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR RELATING TO THE ABSENCE OF LATENT OR OTHER DEFECTS; (b) KV Brickell makes no representation that the Bungalow was used as the original Miami High School structure; and (c) upon acceptance of the Bill of Sale for the Bungalow, City shall be conclusively deemed to have accepted the Bungalow in its "as is" condition. KV Brickell makes and has made no warranty, express or implied, with regard to the accuracy of any oral information furnished to City, whether or not such oral statements are made by any broker or employee or agent of KV Brickell. If City accepts KV Brickell's donation and transfer of the Bungalow in accordance with this Agreement, City shall acquire the Bungalow "as is". City expressly acknowledges that it has made or will make, prior to acceptance of the Bill of Sale, such examinations and inspections of the Bungalow as City deems advisable. Except as and to the extent expressly set forth in this Agreement, City agrees that neither KV Brickell nor any other person whomsoever, has made any representations, expressed or implied, S 02-1116 concerning the Bungalow, its condition, the use to which it may be put, or any other thing or matter directly or indirectly related thereto. If City elects to proceed to acquire title to the Bungalow in accordance with the terms of this Agreement, City agrees to accept the Bungalow in its "as is" condition as of the date hereof without requiring KV Brickell to perform any action or incur any expense except as specifically provided herein. CITY HEREBY ACKNOWLEDGES THAT (i) KV BRICKELL HAS BEEN MATERIALLY INDUCED TO TRANSFER TITLE TO THE BUNGALOW BASED UPON CITY'S AGREEMENT AS AFORESTATED TO ACCEPT THE BUNGALOW IN ITS "AS IS" CONDITION AND WITH NO REPRESENTATIONS OR WARRANTIES EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH HEREIN AND (ii) BUT FOR CITY'S AGREEMENT AS AFORESTATED, KV BRICKELL WOULD NOT HAVE AGREED TO TRANSFER TITLE TO THE BUNGALOW. ACCORDINGLY, TO THE EXTENT ALLOWED BY §768.28 , FLORIDA STATUTES AND APPLICABLE FLORIDA LAW, THE CITY RELEASES AND DISCHARGES KV BRICKELL FROM AND AGAINST ANY AND ALL CLAIMS RELATED TO THE BUNGALOW EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH HEREIN AND SUCH RELEASE AND DISCHARGE SHALL SURVIVE THE TRANSFER OF TITLE TO THE BUNGALOW AND BE OPERATIVE REGARDLESS OF ANY KNOWLEDGE OR LACK OF KNOWLEDGE OF CITY RELATING TO THE BUNGALOW. 6. Role of the City Regarding Bungalow 6.1 The parties acknowledged that the desired ultimate use of the Bungalow is for municipal, civil, historic, scientific, and public education purposes for the residents, visitors, and children of Miami, and that the desired ultimate location of the Bungalow is at .a City -owned and maintained park. City acknowledges that it would not be entering into this Agreement, and agreeing to perform hereunder, if such use and location were not committed by the City. KV BrickeIl acknowledges that it would not donate the Bungalow if such use and location were not committed to by the City. 6.2 KV Brickell and City further acknowledge that the City is not bound to acquire title to the Bungalow until acceptance of the Bill of Sale and passage of the Resolution as referenced on Page 1, herein. 6.3 In order to effect the relocation, restoration and reuse of the Bungalow, as provided in Section 6.1 above, both of the following events, which are directed and controlled by the City, must occur: (i) The City Commission of the City must adopt a Resolution agreeing to accept title to the Bungalow and to erect the Bungalow on City - owned parkland; and (ii) The City must sell bonds and receive, into a City -owned and controlled bank account, funds sufficient to relocate the Bungalow off of the Lot and to remove it to City -owned parkland. 6 2-111-6 7. Valuation of the Bungalow 7.1 Prior to the conveyance of the Bungalow to City, the parties agree to obtain an independent, valuation of the Bungalow that will be prepared by a qualified third party that is not affiliated with either City or KV Brickell (the "Valuation'). City agrees to reimburse the costs to obtain such Valuation, which shall not to exceed $ and KV Brickell agrees to deliver a true correct and complete copy of the Valuation to the City of Miami within 30 days of the date of this Agreement. 8. Miscellaneous 8.1 This Agreement, and its Exhibits, reflects the entire agreement between KV Brickell and the City regarding the Bungalow. This Agreement may not be modified except in writing signed by both KV Brickell and the City. 8.2 This Agreement is governed by Florida law. 8.3 In the event of any dispute between the parties under or arising out of this Agreement, the parties agree that solely the Circuit Court of the State of Florida sitting in Miami -Dade County shall have jurisdiction over such dispute. Each party will bear its own attorney's fees and , in order to expedite the resolution of any dispute, waive their ability to demand a jury trial or maintain a permissive counterclaim during the tendency of any dispute arising under this Agreement. 8.4 Any'notice to be delivered to either party under this Agreement shall be in writing and delivered by hand or by commercial courier to the respective address set forth below: If to KV Brickell: KV Brickell Partners, Ltd.. 800 Brickell Avenue, Suite 201 Miami, Florida 33131 Attn: Kevin J.Reilly If to the City: Office of the City Manager 444 S.W. 2"d Avenue, I& Floor Miami, Florida 33130-1910 Attn: City Manager With a copy to: Office of the City Attorney 444 S.W. 2m Avenue, Suite 945 7 02-11.16 Miami, Fl. 33130-1910 Attn.: City Attorney Notice shall be effective upon its receipt. 8.5 KV Brickell and City each agrees to cooperate with each other in order to give effect to this Agreement and to execute such other documents and agreements as are reasonably required to give effect hereto. 8.6 City agrees to take commercially reasonable efforts, at its expense, to have donation of title to the Bungalow, its relocation, restoration and reuse qualified as a Community Contribution Tax Credit Program under §220.183, Florida Statutes (2001). At no expense to it, KV Brickell agrees to assist City to obtain such qualification. IN WITNESS WHEREOF, the parties have executed this agreement the date first above written. WITNESSES: ATTEST: Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello, City Attorney KV Brickell Partners, Ltd. By: KV Brickell Station, Inc. It's Sole General Partner Name: Title: It's Sole General Partner CITY OF MIA H, a municipal corporation By: Carlos A. Gimenez, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Director, Risk Management 8 EXHIBIT "A" Lot , Block 86, CITY OF MIAMI SOUTH, according to the Plat thereof, recorded in Plat Book `B", at Page 41, of the Public Records of Miami -Dade County, Florida. 9 U2-1116 EIOiIBIT "B" BILL OF SALE KV Brickell Partners, Ltd., a Florida limited partnership, the address of which is 800 Brickell Avenue, Suite 201, Miami, Florida 33131 ("Donor" or "KV Brickell"), in consideration of the sum of ten ($10.00) dollars to Donor paid by the City of Miami, a Florida municipal corporation, whose address is 444 SW 2° Avenue, Attention: Office of the City Manager, I& Floor, Miami, Fl. 33130 ("City"), the receipt and sufficiency of which is hereby acknowledged, does hereby grant, give, assign, transfer, convey and quitclaim to the City, its executors, administrators, successors, and assigns, all of the Donor's right, title, and interest in that certain building, consisting of a 30 x 75, two room wooden bungalow and all fixtures and improvements on the interior or exterior of such building, which building is currently located on property of the Donor bearing a street address of 79 SW 12`h Street, Miami, Florida (the `Bungalow"). The Donor hereby absolutely and irrevocably gives and conveys the Bungalow free and clear of all liens and personal property taxes, so that the Bungalow may be used for any and all municipal, public, civic, educational and community purposes as are allowed by the City. The Bungalow is transferred and accepted by the City in the "AS IS" condition of the Bungalow existing on the date of this Bill of Sale. The Bungalow is transferred without any representation or warranty of the Donor. The Donor has been advised; but does not represent or warrant, that the Bungalow was erected by the Miami -Dade County School Board in 1905 and was the•first high school in Miami -Dade County and the first school to bear the name Miami High School. The City, in accepting this Bill of Sale agrees to remove and relocate the Bungalow off of the Donor's real property, all as more particularly provided in that certain Agreement between the Donor and the City dated concurrently herewith. This gift is binding upon the Donor, its successors, and assigns. The City shall not record this Bill of Sale in any State or County real estate or recording office. Dated this day of 2002, and given at Miami, Miami -Dade County, Florida. DONOR KV BRICKELL PARTNERS, LTD. BY: KV Brickell Station, Inc. It's Sole General Partner 10 011_ 1116 By: Name: Title: Witnesses: Name: Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI -DADS) BEFORE ME, the undersigned authority, personally appeared , who after first being duly sworn, deposes and states that he/she executed the foregoing. He/she is personally known to me or has produced , as identification and did/did not take an oath. SWORN AND SUBSCRIBED to before me this day of 2002. My Commission Expires: This instrument prepared by Rafael Suarez -Rivas, Assistant City Attorney City of Miami City Attorney's Office 444 SW 2"d Av., Suite 945 Miami, Fl. 33130 Signature of NOTARY PUBLIC STATE OF FLORIDA Type, Print or Stamp Name of NOTARY PUBLIC 11 02-1116 EXHIBIT "C" Leases of the Bungalow Lease Unit Lease Term Security Tenant Name No. Date Ends Deposit is 01 Cancellation Notices (By Certified Mail), delivered by KV Brickell for each above - referenced Lease: Tenant Name Unit No. 1. .2. 3. 12 02--1116