HomeMy WebLinkAboutR-02-1274J-02-1015
12/5/02
RESOLUTION NO. 0 2 � 12 +ry
4
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH
ATTACHMENT (S) AUTHORIZING THE CITY MANAGER TO
EXERCISE THE OPTION TO PURCHASE THE PROPERTY
LOCATED AT 1501 SOUTHWEST 9TH STREET, MIAMI,
FLORIDA, AS SET FORTH IN THE OPTION TO PURCHASE
REAL PROPERTY AGREEMENT ("OPTION AGREEMENT")
BETWEEN THE CITY OF MIAMI AND MIGUEL MOREIRA
(SELLER), DATED NOVEMBER 7, 2002, ATTACHED AND
INCORPORATED, WITH A PURCHASE PRICE OF $200,000
AND TO CONSUMMATE SAID TRANSACTION IN ACCORDANCE
WITH THE TERMS OF SAID OPTION AGREEMENT; FURTHER
ALLOCATING FUNDS IN THE AMOUNT OF $210,000 FROM
CAPITAL IMPROVEMENT PROJECT NO. 341127, ENTITLED
"CALLE OCHO IMPROVEMENTS" TO COVER THE COST OF
SAID ACQUISITION INCLUSIVE OF COSTS OF SURVEY,
APPRAISAL, ENVIRONMENTAL REPORT AND TITLE
INSURANCE ASSOCIATED WITH SAID ACQUISITION IN
COMPLIANCE WITH FLORIDA STATUTE §166.045.
WHEREAS, on September 26, 2002, the City Commission adopted
Resolution 02-1058 directing the City Manager to initiate steps
necessary to purchase the property located immediately behind the
City -owned Tower Theater at 1501 Southwest 9th Street, Miami,
Florida, so that said site could be used in connection with the
operation of the Tower Theater; and
WHEREAS, said Resolution further directed the City Manager
to negotiate an agreement for said acquisition and to present the
agreement to the City Commission for its consideration; and
A T T A C
b✓
CITY CONNISSiON
MEETING OF
DEC 1 2 2002
Resolutirin No.
02-1274
WHEREAS, the City Manager executed an Option to Purchase
Real Property Agreement ("Option Agreement") to purchase said
property for $200,000, with an option payment of $250; and
WHEREAS, the City Commission is the only party authorized to
exercise the option which must be exercised by December 31, 2002;
and
WHEREAS, in compliance with Florida Statute §166.045, the
determination of the final purchase price by the City can only be
made after an appraisal is obtained; and
WHEREAS, if prior to the closing the City determines that
the purchase price exceeds the appraised value, the Option
Agreement provides for the purchase price to be reduced to the
appraised value; and
WHEREAS, if the reduced purchase price is less than 900 of
the original purchase price the Option Agreement provides that
the Seller has the right to terminate said agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Page 2 of 4
02-1274
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 Manager is authorized'I to exercise
the option to purchase the property located at 1501 Southwest 9th
Street, Miami, Florida, as set forth in the Option to Purchase
Real Property Agreement ("Option Agreement") between the City of
Miami and Miguel Moreira (Seller), dated November 7, 2002,
attached and incorporated, with a purchase price of $200,000 and
to consummate said transaction in accordance with the terms of
the Option Agreement, with funds allocated from Capital
Improvement Project No. 341127, entitled "Calle Ocho
Improvements" to cover the cost of said acquisition inclusive of
costs of survey, appraisal, environmental report and title
insurance associated with said acquisition, in compliance with
Florida Statute §166.045.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.21
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.
zi If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the
City Commission.
Page 3 of 4
02-1274
PASSED AND ADOPTED this 12th day of
ATTEST:
PRI ILLA A. THOMPSON
CITY CLERK
APPROVED AS
S S tj
W6734:tr:AS
December , 2002.
•
44P p MYUEL A. DIAZ, MAYOR
Page 4 of 4 02-1274
Prer)ared by:
Rafael Suarez -Rivas, Esq.
Assistant City Attorney
Office of City Attorney Alejandro Vilarello
City of Miami
444 S.Vvr. 2..0 A Ste. 945
Miami, Florida 33130
OPTION TO PURCHASE REAL PROPERTY
THIS AGREEMENT is made this 7 day of 1V C 0 p,Y,� v�
between Miguel Moreira ("Optionor"), and the City of Miami, (hereinafter "City" or "Optionee") a
municipal corporation organized and existing under the laws of the State of Florida, whose
principal address is 444 S.W. 2"d Avenue, Ste. 325, Miami, Florida, 33130.
1. GRANT OF OPTION. Optionor hereby grants to City or Optionee the exclusive
option to purchase the real property located in Miami -Dade County, Florida, particularly described
in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in
accordance with the provisions of this Agreement. The Optionor covenants to convey the above-
described property by Warranty Deed to the City, or to such persons that the Optionee may in
writing asci n or direct, for a price of TvIo Hundred Thousand ($200,000.00) dollars (the "Purchase
Price"), which, after reduction by the amount of the Option Payment, and adjustment by the survey,
appraisal or audit as provided herein, is payable in full at closing. This Purchase Price presumes
that the Property contains at least 5,014 square feet, to be confirmed by the Survey. / The
determination of the final Purchase Price can only be made after the completion and approval of the
survey, appraisal and environmental audit. If, prior to closing, Optionee determines that the
Purchase Price exceeds the appraised value the purchase price will be reduced to the appraised
value. If the new Purchase Price is less than 90% of the original Purchase Price, Optionor shall, in
his sole discretion, have the right to terminate this ACITeement.6thin
ptionor shall Provide written
notice to Optionee of his election to terminate this Agreement 10 days after Optionor's
receipt of written notice from Optionee of the final adjusted Purchase Price. In the event Optionor
fails to give Optionee written notice of termination within the aforesaid time period from receipt of
Optionee's written notice, then Optionor shall be deemed to have waived any right to terminate this
Agreement based upon a reduction in the Purchase Price as previously stated.
2. OPTION TERMS. The option payment is $250.00 ("Option Payment"). This payment
will be made at the time the Optionor eAcutes this grant of the Option. This is specific aiA
independent consideration payable to the Optionor to grant the City, as Optionee, an irrevocabL
option to purchase the property in accordance with this Agreement. The duration of this
irrevocable uption snap commence on the date the Optionor signs this Agreement and shall
continue thr—mb December 31. 2002 ("Option Expiration Date"). During this time. the Optionor
shall not lease, sell, transfer, or offer this Property for sale to any other person or entity. The
Option Payment will be forwarded to Optionor upon Optionor's execution of this Agreement. 1 tic
Option may only be exercised by the City Commission, during the period beginning with the
Optionee's approval by execution of this Agreement. which exercise must be conveyed in writing
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p2-1274
to the Optionor, ::,d ending on December 3l, 2n02 ("Option Expiration Date"), unless extended by
other provisions of this Agreement. The closing shall occur within one hundred twenty (120) days
of the option expiration date set forth above by the City (the "Closing Date"), unless such time is
extended for good cause, pursuant to the terms of this agreement. If the time to exercise the option
is extended pursuant to the provisions of this agreement, the Closing Date shall occur within ninety
(90) days of the extended period.
3. ASSIGNMENT OF OPTION. The City may assign this option to any assignee and
Optionor hereby consents to such assignment and will honor the option, as if the City had exercised
it. Tlie City or its assignee may exercise this option at any time on or before the day written alkove
as the Option Expiration Date by written notice to the Optionor. In the event that the City, its
assignee or other holder of the option, shall decide to purchase the property at the price and terms
above within that time, the amount paid for this option shall be credited to the purchase price.
However, the option money shall be fully refundable to City in the event any of the following
occur: (a) an independent appraisal ordered by the City indicates a fair market value which is less
than 90% of the purchase price; (b) the City Commission fails to approve the purchase of the real
property; (c) if a survey ordered by the City of the Property shows any encroachment on the
Property or that Irf provements intended to be or presently located on the Property encroach on the
land of others; (d) an environmental audit ordered by the City results in a finding that
environmental contamination of the Property has resulted; and (e) the Optionor cannot deliver fully
insurable and marketable title. If for any other reason other than (a)(b)(c)(d) or (e) above, the City,
any assignee or holcler of the option do not conclude the purchase within the time agreed upon for
closing, or. if the City, any assignee or holder of the option do not exercise the option, then the
amount paid for this option shall be retained by the Optionor in full and complete satisfaction for
holding the property subject to that option for such time. Upon due exercise of this option and
payment of the balance of the pur4hase price the Optionor will deliver to the City, or its assigns, a
warranty deed, a bill of sale, a no lien affidavit, and whatever other instruments in the opinion of
the City are necessary to vest in Optionee fully good, clear insurable and marketable title, which
constitutes legal and unencumbered title to the property as of the date of delivery of the deed. All
such instruments will be in a form acceptable to the City Manager and approved as to legal form by
the City Attorney. This option may be recorded by the City in the Public Records of Dade County,
Florida, and the holder of such option may purchase title insurance in an amount equivalent to the
purchase price showing good, clear and marketable title in the Optionor.
This Agreement is also contingent upon Optionee's funds for closing being available at closing. If
such funds are not available then Optionee may in its sole discretion declare this Agreement void
and have no further force and effect as of that date. Optionor shall have no recourse whatsoever, at
law or equity, (other than retention of the Opti, -n Paymefts,et forth in §2 herein), against Optionee
or the Property as a result of any matter arising out of this agreement at any time. Optionee's funds
necessary to close are the sole responsibility of Optionee. Other than retention of the Option funds
of the City, Optionor shall have no recourse whatsoever, at law or equity, against the City or clic
Property as ares„lr of any n,-wtter arising at any time, whether before or wfter fee simple title ;z
conveyed to the City, relating to Optionee's funds. Should the City's funds not be available for any
reason, Optionor may elect to terminate this Agreement by written notice to the parties without
liability to any party.
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02-1274
In the event funds are not allocated and available for purchase of this property at closing Optionor's .
sole remedy will be to keep the Option Payment provided by §2 herein and the release of the
Property from the instant option. The parties shall have no further responsibilities as to this
Agreement.
4A. ENVIRONMENTAL SITE ASSESSMENT. The City shall, at its sole cost and
expense and at least 30 days prior to the Closing Date, procure an environmental site assessment of
the Property, which meets the standard of practice of the American Society e.f Tc�:ting Materials
("ASTM"). The City shall use the services of competent, professional consultan b with expertise in
the environmental site assessing process to determine the existence and extent, if any, of Hazardous
Materials on the Property. The examination of hazardous materials contamination shall be
performed to the standard of practice of the ASTM. For Phase I environmental site assessment,
such standard of practice shall be the ASTM Practice E 1527. If the Findings and Conclusions
section 'of the assessment reports evidence of recognized environmental conditions, then a Phase II
Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I
environmental site assessment and to confirm the presence of contaminants on site. For purposes
of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or
waste of any kind or any other substance which is regulated by any Environmental Law (as
hereinafter defined in paragraph 4.13.). The Phase I environmental site assessment shall be certified
to the City and the date of certification shall be within 30 days before the date of closing. If a
Phase II environmental site assessment is required, the City may extend the Option Expiration Date
for a reasonable period not exceeding an additional ninety (90) days, by providing written notice to
the Optionor. -
4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment
provided for in paragraph 4.A. confirms the presence of Hazardous Materials on the Property, City,
at its sole option, may elect to terminate this Agreement and neither party shall have any further
obligations under this Agreement. Should the City elect not to terminate this Agreement, Optionor
shall, at his sole cost and expense and prior to the exercise of the option and closing, promptly
commence and diligently pursue any assessment, clean up and monitoring of the Property
necessary to bring the Property into full compliance with any and all applicable federal, state or
local laws, statutes, ordinances, rules, regulations or other governmental restrictions regulating,
relating to, or imposing liability or standards of conduct concerning Hazardous Materials
("Environmental Law"). However, should the estimated cost of clean up of Hazardous Materials
exceed a sum which is equal to 5% of the Purchase Price, Optionor may elect to terminate this
Agreement and no party shall have any further obligations under this Agreement. In the event that
Hazardous Materials placed on the Prol-l-rty prior to closing are discovered after closing, Optionor
shall remain obligated hereunder, with such obligation to survive the closing and delivery and
recording of the deed and the City's possession of the Property, to diligently pursue and accomnl;ch
the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Laws
and at Optiono-'s sole cost and expense.
4.C. RENJEDIES/RIGHT OF TEPu'�il,.':ATIO'v. if ti;c City uisc�vcrs, tliG �1CJC11l:G of
- Hazardous Materials on the Property in levels or concentrations, which exceed the standards, set
forth by DERM, the StLite or the Federal Goverrnncnt, City shall notify Optioner in writing and
Page 3 02-1274
deliver to Optionor copies of all written reports concerning such Hazardous Matc; ials (the
"Environmental Notice"). The City and Optionor shall have seven (7) business days from the date
the Optionor receives the Environmental Notice to negotiate a mutually agreeable remediation
protocol. In the event the City and Optionor are unable to reach agreement with respect thereto
within the seven (7) business day period provided herein, the parties shall have the right within two
(2) calendar days of the expiration of the seven (7) business day period to cancel this Agreement by
VVritte., rotic: to .1�C other party whereupon (i) all property data and all studies, analysis, reports and
plans respecting the Property delivered by City to Optionor or prepared by or on behalf of the City
shall be delivered by City to the Optionor; and then (ii) except as other«•ise hereafter provided in
this Section, the parties shall thereupon be relieved of any and all further responsibility hereunder
and neither party shall have any further obligation on behalf of the other; and (iii) City shall be
refunded the Option Payment.
Further, in the event that either party elects to terminate this Agreement, Optionor shall indemnify
and save harmless and defend the City, its officers, servants, agents and employees from and
against any and all claims, suits, actions, damages, liaWities, expenditures or causes of action of
whatsoever kind arising from Hazardous Materials placed on the Property prior to closing whether
the Hazardous Materials are discovered prior to or after closing. Optionor shall defend, at his sole
cost and expense, any legal action, claim or proceeding instituted by any person against the City as
a result of any claim, suit, or cause of action for injuries to body, life, limb or property for which
Hazardous Materials placed on the Property prior to closing are alleged to be a contributing legal
cause. Optionor shall save the City, its officers, servants, agents and employees harmless from and
against all. judgments, orders, decrees, attorney's fees, costs, expenses and liabilities in and about
any such claim, suit, investigation or defense thereof, which may be entered, incurred or assessed
as a result of the foregoing.
5. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risk to persons who are
exposed to it over time. Levels of radon that exceed Federal and State Guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your County public health unit.
6. SURVEY. The City shall, at its sole cost and expense and not less than 90 days prior to
the Closing Date, obtain a boundary survey of the Property prepared by a professional land
surveyor licensed by the State of Florida, which meets the standards and requirements of Optionee
("Survey"). The Survey shall be certified to City and the title insurer and the date of certification
shall be within 90 days before the date of closing, unless this 90 day time period is waived by City
and by the title insure•:•. in writing, for purposes r deleting the standard %mce;•tions for survey
matters and easements or claims of easements not shown by the public records from the owner's
title policy. If the Survey shows any encroachment on the Property or that improvements presently
located or intended to be located on the Property encroach on the land of others, at the discretion of
the City, the same shall be treated as a title defect.
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02-12'74
7. TITLE INSURANCE. The City shall, at its sole cost and expense, and at least 35
days prior to the Closing Date, obtain a marketable title insurance commitment, to be followed by
an owner's marketable title insurance policy (ALTA Form "B") from a title insurance company,
approved by the Optionee, insuring marketable title of the City to the Property in the amount of the
Purchase Price. The City shall require that the title insurer delete the standard exceptions of such
policy referring to: (a) all taxes. (b) unrecorded rights or claims of parties in vossession. (c) survey
matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' Iiens.
h
8. DEFECTS IN TITLE. If the title -insurance commitment or survey furnished to the
City pursuant to this Agreement discloses any defects in title, which are not acceptable to City,
Optionor shall, within 30 days after notice from City, remove or cure said defects in title. Optionor
agrees to use diligent effort to correct the defects in title within the time provided therefore,
including the bringing of necessary suits. If Optionor is unsuccessful in removing the title defects
within said time or if Optionor fails to make a diligent effort to correct the title defects, City shall
have the option to either: (a) accept the title as it then is with a reduction in the Purchase Price by
an amount determined by Optionee, (b) accept the title as it then is with no reduction in the
Purchase Price, (c) extend the amount of time that Optionor has to cure the defects in title, or (d)
terminate this Agreement, thereupon releasing City and Optionor from all further obligations under
this Agreement.
9. INTEREST CONVEYED. At closing, Optionor shall execute and deliver to the City a
statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable
title to the Property in fee simple free and clear of all mortgages, liens, reservations, restrictions,;-
easements, leases, tenancies and other encumbrances, except for those that are acceptable
encumbrances, in the sole opinion of City, and do not impair the marketability of the title to the
Property or the intended use of the Property. The grantee in Optionor's Warranty Deed shall be the
City of Miami, a municipal corporation of the State of Florida, unless the City has assigned this
option as provided herein.
10. EXPENSES. Optionee will pay the documentary revenue stamp tax and all other taxes or
costs associated with the conveyance, including the cost of recording the deed and any other
recordable instruments that City deems necessary to assure good and marketable title to the
Property.
11. CLOSING COSTS AND ADJUSTMENTS. At Closing, the following items shall be borne,
adjusted, prorated or assumed by or between Optionor and Optionee as follows:
A. Adjustments and Prorations.
1) Taxes and Assessments: All real estate taxes and assessments which are
which may become a lien against the Property shall be satisfied of record by
Optionor at closing. In the event the City acn>>ires fee title to the Property
between January 1 and November 1, Optionor sliall, in accordance with
Section 196.295, Florida Statutes, place in escrow with the county tax
collector an amount equal to the cUr r--nt taxes prorated to the da:�� of transfer,
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02-1274
based upon the current assessment and mileage rates on the Property. In t1he
event the City acquires fee title to the Property on or after November 1,
Optionor shall pay to the county tax collector an amount equal to the taxes
that are detcrm,:. c :c ' -c legally due and payable by the county tax collector.
2) Certified/Pending Liens: Certified, confirmed and ratified governmental
liens and pending liens as of the ClosirV '✓ae shall be paid by 0 tionor.
3) Other Taxes, Expenses, Interest, Etc: Taxes (other than real property taxes),
asses�inents, 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) Optionee shall pay all other closing and recording costs incurred in
connection with the sale and purchase of the Property described in this
Agreement, including, but not limited to: ..
(i) all inspection and environmental testing costs;
(ii) documentary stamps and surtax on the deed.
(iii) all recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
12. CLOSING PLACE AND DATE. The closing (the "Closing Date") shall be on or before
120 days after the date the City exercises the option; provided, however, that if a defect exists in the
title to the Property, title commitment, survey, environmental site assessment, or any other
documents required to be provided or completed and executed by Optionor, the closing shall occur
either on the original closing date, or within 90 days following the extension of the Oc�tion
Fxpiration Date due to a Pha_>c- II Environmental Site Assc�sment, or within 60 days at.,,,r receiptsaf
documentation curing the defects, whichever is later. City shall set the date, time and place of
closing. The closing shall occur at a time and place to be set by the City at Suite 945, Miami
Riverside Center, 444 SW 2"d Ave., Miami, Florida 33130, or at such other office address in
Miami -Dade County, Florida as the City may designate in writing.
13. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Optionor assumes all
risk of loss or damage to the Property prior to the date of closing and warrants that the Property
shall be transFerred and conveyed to the City in the same or essentially L11c same condition as of the
date of Optionor's execution of this Agreement, ordinary wear and tear excepted. However, in the
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02-12'74
event the condition of aie Property is altered by an act of Ged or other natu,,, " rce beyond the
control of Optionor, City may elect, at its sole option, to terminate this Agreement and neither party .
shall have any further obligations or responsibilities under this Agreement. Optionor represents
and warrants that there are r_^ part;-- otter than Optionor in occupancy or p--Ssion of any part of
the Property. Optionor agrees to clean up and remove, at its own cost, all abandoned personal
property, refuse, garbage, junk, rubbish, vermin, trash and debris from the Property to' the
satisfaction of the City prior to the exercise of the option by City.
14. RIGHT TO ENTER PROPERTY AND POSSESSION. Optionor agrees that from tine
date this Agreement is executed by Optionor, Optionee, the City andior its agents, upon reasonable
notice, shall have the right to enter the Property for all lawful purposes in connection with this
Agreement. Optionor shall deliver possession of the Property to the City at closing.
15. ACCESS. Optionor warrants that there is legal ingress and egress for the Property over
public roads or valid, recorded easements that benefit the Property and provide for such access.
16. DEFAULT. If Optionor defaults under this Agreement, City may waive the default and
proceed to closing, seek specific performance, or refuse to close and elect to receive the return of
any money paid, each without waiving any action for damages, or any other remedy permitted by
law of in equity resulting from Optionor's default. In connection with any dispute arising out of
this Agreement, including without limitation litigation and appeals, each party will bear its own
attorney's fees.
17. BROKERS. Optionor warrants that no persons, firms, corporations or other entities are
entitled to a real estate commission or other fees as a result of this Agreement or subsequent
closing, except as accurately disclosed on the disclosure statement in substantially the attached
form as set forth in Exhibit B". Optionor shall indemnify and hold City harmless from any and all
such claims, whether disclosed or undisclosed.
ls. RECORDING. This Agreement, or notice of it, may be recorded by City in the
appropriate county or counties.
19. ASSIGNMENT. This Agreement may be assigned by City, in which event City will
provide written notice of assignment to Optionor. In case of such assignment, the city's assignee
assumes all of the City's duties hereunder and may fully exercise every right and privilege of the
City pursuant to this agreement. Optionor may not assign this Agreement without the prior written
consent of City, which may be unreasonably withheld as the City is relying on Optionor's fee
simple title to th i s property.
20. TIME. Time is of essence with rp—,l +, aii ,l�+Pc nr r;mvc cat fnrr{i ;" rl,;c a rtraa«+-^-
21. SEVERABILITY. In the event any of the provisions of this Agreement are aeemea to oe
unenforceable, the enforceability of the remaining provisions of this Agreement shall not be
affected.
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02-1274
22. SUCCESSORS IN INTEREST. Upon Optionor's execution of this Agreement, Optionor's
heirs, legal representativ.-s, successors and assigns will be bound by it. Upon the City's exercise of
+i,P ^^''^^ iki' nnrl through its City Commissic:_, :'_:� '*'-'its successors and assigns will be
r ----
bound by it. Whenever used, the singular shall include the plural and one gender shall include all
genders.
23. ENTIRE AGREEMENT. This Agreement contains the entire agreement bet��een the parties
ti pertaining to the subject matter contained in it and supersedes all prior and contemporaneous.,
agreements, representations and understandings of the parties. No supplement, modification or
amendment to this Agreement shall be binding unless executed in writing by the parties.
24. WAIVER. Failure of City to insist upon strict performance of any covenant or condition of
this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or
relinquishment for the future of any such covenant, condition or right; but the same shall remain in
full force and effect.
25. WAIVER OF TRIAL BY JURY. The parties hereby knowingly, voluntarily and
intentionally waive any right they may have to a trial by jury or to file permissive counterclaims or
to claim attorney's fees from the other party in respect to any litigation arising out of, under or in
connection with this Agreement, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party hereto. This provision is a material inducement for
Optionor and City entering into this Agreement.
26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or r ,
alteration thereto, shall not be ef€ective or binding upon any of the parties hereto until it has been
executed by all of the parties hereto.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed
a part of this Agreement and shall be annexed to the Agreement. The Resolution of the City
Commission of the Optionee shall, in addition to approving the purchase contemplated under this
Agreement, empower the City Manager of the Optionee to modify this Agreement in the event a
modification to this Agreement becomes necessary or desirable.
28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must
be given by written notice, and either delivered personally or mailed to the appropriate address
indicated below, or such other address as is designated in writing by a party to this Agreement.
Such notice shall be J: -erred given on the day on N ich personally served; or i r by certified mail,
on the fifth day after being posted or the date of actual receipt, whichever is earlier:
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City/Optionee:
Carlos A. Gimenez. City Manager
City of Miami
444 SW 2"d Avenue, 10th Floor
Miami, Florida 33130
Copies T o•:
Laura Billberry
City of Miami
Office of Asset Management
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
Alejandro Vilarello
City Attorney
444 SW 2"d Avenue, Suite 945
Miami, Florida 33130
Optionor:
Miguel Moreira
1501 SW 9 Street
Miami, FL 33135
29. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of
Optionor set forth in this Agreement shall survive the closing, the delivery and recording of the
deed and the City's possession of the Property. -
30. GOVERNING LAW/VENUE. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida, regardless of any conflicts of laws or other rules
that would require the application of the laws of another jurisdiction. Venue for any action *on or
arising out of this Agreement shall be in Miami -Dade County Florida. The parties expressly waive
the right to bring an action in any other venue that would be available absent this provision and
acknowledge that such waiver is a condition of, and material inducement for, the City of Miami
entering into this Agreement.
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THIS AGREEMENT IS INITIALLY TRANSIVITTTED TO THE OPTIONOR AS AN
INVITATION TO MAKE AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE
OPTIONOR ON OR BEFORE rTovember 8.2002 THIS OFFER WILL BE VOID
UNLESS THE CITY, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER. THE
EXERCISE OF THIS OPTION IS SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT, (2)
PURCHASE PRICE, (3) CONFIRMATION THAT THE PURCHASE PRICE IS NOT IN
EXCESS OF THE A PPP A TSFTI V A T T TF OF THE PROPERTY, AND (4) THE CITY AND
OPTIONEE APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY
OPTIONOR, AND (5) APPROVAL OF THE CITY COMMISSION OF THE CITY OF MIAN4I
FLORIDA.. IS REQUIRED AS A CONDITION PRECEDENT—TO THE EXERCISE OF THIS
OPTION.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
?L
DATED this 5day of o te" e -' , 2002.
WITNES ES:
(As to Optionor)
STATE OF FLORIDA)
COUNTY OF MIAMI-DADE)
Optionor:
X CmNae�k
Print Name
BEFORE ME, the undersigned authority,
^4 '5 u a M ore ,, ,— , who first being duly sworn, deposes
executed the above instrument for the purposes therein expressed.
SWORN TO AND SUBSCRIBED before me this day of
01151! rsonally known
( ) Produced as Identification:
(NOTARY PUBLIC)
SEAL
JULIO E. JIMENEZ
%jXy Public, State of Florida
My comm. exp. Feh.11, 2005
Comm. No. CC 997118
Public
personally appeared
and says that (he)(she)
4 c veep LP-, 2002.
(Printed, Typed or Stamped Name)
Commission No.: CC qA? i 1 1 S
My Commission Expires: ijs It, 3.003'
Page 10
02-1274
ATTEST:
' :L� �1J
Pris la A. Thompson, City Clerk
STATE OF FLORIDA)
COUNTY OF DADE )
Optionee:
CITY OF MIAMI, a municipal corporation
of the State of Flon
IN
B�- 2
im ez, City Manager
J0/2-Nl4
Date signed by Optionee
APPROVED AS TO INSURANCE
REQUIREMENTS:
/w
Elliot Fixler, Acting Administrator
Division of Risk Management
The foregoing instrument was acknowledged before me this 2 day of
OjnbP --
200 2, by Carlos A Gimenez as City Manager for the City of Miami, a municipal corporation
of the State of Florida. I personally know him. — n
(NOTARYLPUBLIC)
SEAL
(Printed, Typed or Stamped Name of
a,;.ai, ,; Gia A Smith Notary Public)
Canmisdon K CC 925933
ec` Expires Ma Commission No.: c�
�.;d�� Bandad tl�e i 2004 j
��� rni,��� Atlantic $ond;,,8 Co., Inc.My Cummission Expires -5 oL
Page 11
p2-274
Exhibit 'W'
Address: 1501 SW 9 Street
Miami, FL 33135
Legal Description: SHENANDOAH (Plat Book 8, Page 90)
South 80.4 FT OF LOT 6 BLK 2,
ti Lot size 62.670 X 80
a
Page 12
02--1274
■E■ Do].. oly
E �;.€►r
ai►l tifilTi
DO RIGHT REALTY, INC.
9727 NE 2nd Ave.
Miami Shores, Florida 33138 Phone (305) 751-8516
Each ofte independently owned and operated
'',November 2, 2002
Exhibit " B'
Address 1501 S.W. 9 Street.
Miami, Florida 33135
Legal Shenandoah Plat Book 8 Page 90
South 80.4 Ft. of Lot 6 Blk 2
Lot size 62.670 X 80
Seller will pay ERA Do Right Realty Inc. our Commission of 6% of the
Selling prices for the sell of the above property.
Sincerely
. .Chambers Jr. GRI
Realtor
r
Seller
02-1274
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
The Honorable Mayor and Members
TO: of the City Commission
a nez
FR City Manage
RECOMMENDATION:
_=� CA -8
DATE : NOV 2 7 2J02
Purchase of Property at
SUBJECT: 1501 SW 9 St
Commission Agenda
REFERENCES :December 12, 2002
ENCLOSURES:
FILE:
The administration recommends that the City Commission adopt the attached Resolution authorizing the
City Manager to exercise the option to purchase the property located at 1501 Southwest 9 Street, Miami,
Florida, as set forth in the Option Agreement between the City of Miami and Miguel Moreira (Seller),
dated November 7, 2002, attached hereto and made a part hereof, with a purchase price of $200,000 and
to consummate said transaction in accordance with the terms of said Option Agreement. This Resolution
further allocates $210,000 from CIP Project 341127 entitled Calle Ocho Improvements to cover the cost
of said acquisition including the costs of survey, appraisal, environmental and title insurance associated
with said acquisition.
BACKGROUND:
On September 26, 2002, the City Commission adopted Resolution 02-1058 directing the City Manager to
initiate steps necessary to purchase the property located immediately behind the Tower Theater at 1501
SW 9 Street, Miami, Florida. The Resolution further directed the City Manager to negotiate an
agreement for said acquisition and to present the agreement to the City Commission for its consideration.
The City Commission proposed that this site be used in connection with the City -owned Tower Theater
located at 1508 SW 8 Street, Miami, Florida.
This property is currently for sale with a listing price of $210,000. The property is a single family home
with a lot size of 5,014 SF and is zoned SD -14.
The Office of Asset Management prepared, and the City Manager executed, an Option Agreement to
purchase this property for $200,000, with an option payment of $250.00. The City Commission is the
only party authorized to exercise the option which option must be exercised by December 31, 2002. The
proposed purchase price of $200,000 is subject to an appraisal. If the purchase price exceeds the
appraised value, the purchase price will be reduced to the appraised value. If the new purchase price is
less than 90% of the original purchase price, the Seller will have the right to terminate the agreement.
This matter was presented to the Bond Oversight Board at its meeting of November 12, 2002. Since
Resolution 02-1058 did not provide a specific source of funds, the Board made a motion requesting the
City Commission identify a specific source of funds for this acquisition and further identify what project
would be de -funded as a result of such allocation and to bring said matter back to the Bond Oversight
Board for its consideration.
�.
CAG:DB: m CC 1501 SW 9 St
02-1274