HomeMy WebLinkAboutR-00-0486i
J-00-492
5/24/00 00—
RESOLUTION
0—RESOLUTION NO.
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), APPROVING THE SALE OF
CITY -OWNED REAL PROPERTY LOCATED AT 3410 FROW
AVENUE, MIAMI, FLORIDA, (THE "PROPERTY"), TO
WIND & RAIN, INC., A FLORIDA CORPORATION;
ESTABLISHING $20,000 AS THE AMOUNT TO BE PAID
TO THE CITY OF MIAMI BY THE AFOREMENTIONED
CORPORATION FOR THE PROPERTY; AUTHORIZING 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 EFFECT SUCH SALE IN AN
EXPEDITIOUS MANNER.
WHEREAS, on September 8, 1998, the City Commission adopted
Resolution No. 98-836 authorizing the City Manager to sell the
City -owned real property with improvements located at 3410 Frow
Avenue, Miami, Florida (the "Property"); and
WHEREAS, on April 25, 2000, Wind & Rain, Inc., a Florida
Corporation ("WIND & RAIN") proposed to purchase the Property
from the City and to pay the sum of $20,000; and
WHEREAS, Wind & Rain agreed., within 18 months or less from
closing, to renovate and sell the Property to individuals and
households of very, low, low and/or moderate- income for use as a
primary domicile; and
� ' P, C vi a E a'- I�
CG. HI A 1 E
CIT' COMMON
KEETWI G ®r
JUN - 8 2000
WHEREAS, Section 29-B of the City Charter allows for the
conveyance or disposition of City -owned property in connection
with the implementation of City -assisted housing program or
projects which are intended to benefit persons or households of
very low, low and/or moderate -income without being subject to
competitive bidding requirements and fair market value return to
the City;
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 hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby authorized and
directed to sell the City -owned real property described in
Exhibit "A" attached hereto and made a part hereof, (the
"Property") to Wind & Rain, Inc., a Florida Corporation ("Wind &
Rain") .
Section 3. The City Commission hereby establishes the
sum of $20,000 as the total acquisition amount to be paid to the
City by Wind & Rain, for the acquisition of the Property.
Section 4. The City Manager is hereby authorized" to
execute a Purchase and Sale Agreement, in substantially the
attached form, with Wind & Rain, and to consummate such
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 4
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.
Section 5. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor .2/
PASSED AND ADOPTED this 8th day of June , 2000.
JOE CAROLLO, MAYOR
IM accordance with Miami Code Sec. 2-36, since the Mayor did not Indicate appmvai of
fig legislation by signing it in the designated p e provided, said Iogislatior!::jo+�d
Gees effective with the elapse of ten (10) da rom th ate of C iss'scrb ion
@MPdkq, same, without the Maygf dicer sin eto.
ATTEST: ._ It oCity CI@r
e n, Cik .
WALTER J. FOEMAN
CITY CLERK.,
APPRO� AS OXORM D COR_, TNESSIT
A'IjEJWRO VILARELLO
CITGATTORNEY
51:RCL
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.
s'a
Page 3 of 4
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EXHIBIT "A"
Legal Description
Lot 3, Block 18, "FROW HOMESTEAD", according to the Plat thereof, as
recorded in Plat Book B-106 of the Public Records of Dade County, Florida.
Street Address
3410 Frow Avenue
Miami, Florida
•
CJ
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and
entered into this day of 2000, 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 Wind & Rain, Inc., a Florida Corporation, with
offices at 1617 Tigertail Avenue, Miami, Florida 33133, (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:
Lot 3, Block 18, "FROW HOMESTEAD", according to the Plat
thereof, as recorded in Plat Book B-106 of the Public Records of
Dade County, Florida.
b) Street Address:
3410 Frow Avenue
Miami, Florida
C) Improvements "AS IS"
A 1,248 sq. ft., four bedroom/two bath CBS single family home.
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of
TWENTY THOUSAND DOLLARS ($20,000) (the "Purchase Price"). The Purchase
Price shall be payable as follows:
A. Deposit.
(1) Within five (5) days of the Effective Date as defined herein, the
Purchaser shall pay to (the "Escrow Agent") TWO
THOUSAND DOLLARS ($2,000).
(2) The Deposit received hereunder by the Escrow Agent shall be placed in
an interest bearing account. Until this transaction is closed, the interest earned on the
Deposit shall belong to Purchaser.
(3) 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 3E or 4 herein.
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B. Closing Payment.
At Closing, the Deposit plus the balance of the Purchase Price, EIGHTEEN
THOUSAND DOLLARS ($18,000.00) (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. ENVIRONMENTAL MATTERS
A. Dernaitions.
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) radon gas; and (H) any
additional substances or material which: (i) is now or hereafter classified or considered
to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii)
causes or threatens to cause a nuisance on the Property or adjacent property or poses or
threatens to pose a hazard to the health or safety of persons on the Property or adjacent
property; or (iii) would constitute a trespass if it emanated or migrated from the
Property.
The term "Environmental Requirements" shall mean all laws, ordinances, statutes,
codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter
enacted, promulgated, or amended of the United States, the State of Florida, Miami -
Dade County, the City of Miami, or any other political subdivision, agency or
instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or
the use of the Property, relating to pollution, the protection or regulation of human
health, natural resources, or the environment, or the emission, discharge, release or
threatened release of pollutants, contaminants, chemicals, or industrial, toxic or
hazardous substances or waste or Hazardous Materials into the environment (including,
without limitation, ambient air, surface water, groundwater, land or soil).
B. Disclaimer As To Environmental Matters.
Purchaser acknowledges and agrees that Seller has not made, does not make and
specifically negates and disclaims any representations, warranties (other than the
limited warranty of title as set out in the Special Warranty Deed), promises, covenants,
agreements or guaranties of any kind or character whatsoever, whether express or
implied, oral or written, (past, present, or future) of, as to, concerning or with respect
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to environmental matters with reference to the Property, including, but not limited to:
(a) the value, nature, quality or condition of the Property, including, without limitation,
the water, soil and geology, (b) the compliance of or by the Property, or its operation
with any Environmental Requirements, (c) any representations regarding compliance
with any environmental protection, pollution or land use, zoning or development of
regional impact laws, rules, regulations, orders or requirements, including the
existence in or on the Property of Hazardous Materials.
Purchaser further acknowledges and agrees that it is being given the opportunity to
inspect the Property, and all relevant documents and records of the Seller as they relate
to the Property, and other documents that may exist in the public records of the state,
county and/or city relating to the environmental condition of the Property as part of this
Agreement and that Purchaser is not relying solely upon any documents or
representations made by or on behalf of Seller, but that Purchaser is responsible to
conduct its own investigation of the Property.
Purchaser further acknowledges and agrees that any information provided or to be
provided with respect to the Property was obtained from a variety of sources and that
Seller has not made any independent investigation or verification of such information
and makes no representations as to the accuracy or completeness of such information
but Seller agrees that it will not intentionally withhold information and Seller will not
knowingly provide any false or misleading information. Seller is not liable or bound in
any matter by any oral or written statements, representations or information pertaining
to the Property, or the operation thereof, furnished by any agent, employee, servant or
other person.
C. Inspection Period.
Purchaser, its employees, agents, consultants and contractors shall have a period of
twenty-five (25) days from the Effective Date (the "Investigation Period") in which to
undertake at Purchaser's expense, such physical inspections and other investigations of
and concerning the Property including surveys, soil borings, percolation, engineering
studies, environmental tests and studies and other tests as Purchaser considers
necessary for Purchaser and his consultants to review and evaluate the physical
characteristics of the Property and to perform certain work or inspections in connection
with such evaluation (the "Environmental Inspection") after giving the Seller
reasonable notice of twenty-four (24) hours prior to each test performed. The City, at
its sole option, may extend the Investigation Period for an additional twenty-five (25)
days if based upon the results of the testing, additional testing is warranted. For the
purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser
and its consultants and agents or assigns, full right of entry upon the Property during
the Inspection Period through the closing date. The right of access herein granted shall
be exercised and used by Purchaser, its employees, agents, representatives and
contractors in such a manner as not to cause any material damage or destruction of any
nature whatsoever to, or interruption of the use of the Property by the Seller, its
employees, officers, agents and tenants.
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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.
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
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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 that to the maximum extent permitted by law, the sale of the
Property as provided for herein is made on an "AS IS" condition and basis with all
faults. Purchaser on behalf of itself and its successors and assigns thereafter waives,
releases, acquits, and forever discharges Seller, its heirs, and the successors and
assigns of any of the preceding, of and from any and all claims, actions, causes of
action, demands, rights, damages, costs, expenses or compensation whatsoever, direct
or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its
successors or assigns now has or which may arise in the future on account or in any
way related to or in connection with any past, present, or future physical characteristic
or condition of the Property including, without limitation, any Hazardous Materials in,
at, on, under or related to the Property, or any violation or potential violation or any
Environmental Requirement applicable thereto. In addition, Purchaser thereafter
specifically waives all current and future claims and causes of action against Seller
arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, and any other
federal or state law or county regulation relating to Hazardous Materials in, on, or
under the Property. Notwithstanding anything to the contrary set forth herein, this
release shall survive the Closing or termination of this Agreement.
4. TITLE EVIDENCE
Purchaser, at its sole cost and expense, shall be responsible for obtaining all title
documents which Purchaser requires in order to ascertain the status of title. Purchaser
agrees to forward a copy of the aforementioned title documents to Seller immediately
upon Purchaser's receipt thereof.
Seller has no obligation to, but to the extent Seller has evidence of title, including
abstracts, prior title policies and title reports, Seller shall provide copies of same to
Purchaser, within five (5) calendar days of the Effective Date, to assist in Purchaser's
title examination and obtaining title insurance.
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
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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
hereto 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.
5. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS"
CONVEYANCE.
A. Except as otherwise previously provided in Sections 3 and 4 of this
Agreement, Purchaser is purchasing the Property in an "AS IS" condition and
specifically and expressly without any warranties, representations or guaranties, either
express or implied, of any kind, nature or type whatsoever from or on behalf of Seller.
Without in any way limiting the generality of the immediately preceding, and in
addition to the specific disclaimers set forth in Section 3 of this Agreement with respect
to Environmental Matters, Purchaser and Seller further acknowledge and agree that in
entering into this Agreement and purchasing the Property:
(1) Purchaser hereby: acknowledges that Seller has not made, will not and
does not make any warranties or representations, whether express or implied, with
respect to the Property, its condition, the value, profitability, or marketability thereof;
(2) Purchaser acknowledges that with respect to the Property, Seller has
not and will not make any warranties, whether express or implied, of merchantability,
habitability or fitness for a particular use or suitability of the Property for any and all
activities and uses which Purchaser may conduct thereon;
(3) Purchaser acknowledges that Seller has not made, will not and does not
make any representations, whether express or implied, with respect to compliance with
any land use, zoning or development of regional impact laws, rules, regulations, orders
or requirements;
(4) Purchaser acknowledges that Purchaser has made and/or shall be given
an adequate opportunity to make such legal, factual and other inquiries and
investigations as Purchaser deems necessary, desirable or appropriate with respect to
the Property, the value or marketability thereof and of the appurtenances thereto. Such
inquiries and investigations of Purchaser shall be deemed to include, but shall not be
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limited to, the condition of all portions of the Property and such state of facts as an
accurate abstract of title would show;
(5) Purchaser acknowledges that Purchaser has not relied, and is not
relying, upon any information, document, projection, proforma, statement,
representation, guaranty or warranty (whether express or implied, or oral or written or
material or immaterial) that may have been given by or made by or on behalf of Seller.
B. The provisions of this Section shall survive the closing.
6. RESTRICTIONS, EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take title subject to: zoning, restrictions,
prohibitions, and other requirements imposed by governmental authority; restrictions
and matters appearing on the public records, including but not limited to deed
restrictions and reversionary interest and all recorded and unrecorded public utility
easements and any matters that would be disclosed on a survey of the property.
7. CLOSING DATE
Closing shall take place within forty-five (45) days after the Effective Date, at a
mutually agreeable time (the "Closing") at the City of Miami, Office of Asset
Management located at 444 SW 2 Avenue, Suite 325, Miami, Florida. The parties
may, subject to mutual agreement, establish an earlier date for Closing. .
8. DEED RESTRICTIONS
The City shall convey title to the Property by Special Warranty Deed subject to certain
deed restrictions pertaining to the use of the Property, in substantially the form attached
hereto as Exhibit "A".
9. CLOSING DOCUMENTS
A) At Closing, Seller shall execute and/c.- deliver to Purchaser the following:
(1) Special Warranty Deed;
(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:
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(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.
10. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by or
between Seller and Purchaser as follows:
A. Adjustments and Prorations
1) Certified/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.
2) Other Taxes, Expenses, Interest, Etc: Taxes, assessments, water and
sewer charges, waste fee and fire protection charges, if applicable,
shall be prorated.
3) Usual and Customary: Such other items that are usually and
customarily pro -rated between purchasers and sellers of properties in
the area where the Property is located. All pro -rations shall utilize the
365 -day method.
B. Closing Costs
(1) Each party shall be responsible for its own attorney's fees incurred in
connection with the Closing.
(2) Purchaser shall pay all other closing and recording costs incurred in
connection with the sale and purchase of the Property described in this
Agreement, including, but not limited to:
(i) all recording charges, filing fees payable in connection with the transfer
of the Property hereunder;
11. 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
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(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.
12. 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.
13. RELEASE AND INDEMNIFICATION
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.
14. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller, is important. Accordingly, to facilitate such communication, the Purchaser and
Seller have appointed the following persons on their respective behalves to be their
representatives, to wit:
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15.
16.
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On behalf of Seller:
Laura Billberry
City of Miami
Office of Asset Management
444 SW 2 Avenue, 3`d Floor
Miami, FL 33130
Telephone (305) 416-1450
Fax (305) 416-2156
NOTICES
•
On behalf of Purchaser:
Anthony R. Parrish, Jr.
Wind & Rain, Inc.
1617 Tigertail Avenue
Miami, Florida 33133
Telephone (305) 285-1154
Cellular (305) 588-5209
Fax (305) 285-1154
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:
Donald H. Warshaw, City Manager
City of 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 Vilarellc
City Attorney
444 SW 2 Avenue, Suite 945
Miami, FL 33130
CAPTIONS AND HEADINGS
Purchaser:
Anthony R. Parrish, Jr.
Wind & Rain, Inc.
1617 Tigertail Avenue
Miami, Florida 33133
Mark L. Rivlin, Esquire
1550 Madizuga Avenue, Suite 120
Coral Gables, Florida 33146
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.
17. 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
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prior written consent of the City Manager which consent may be withheld for any or no
reason whatsoever.
18. GOVERNING LAW
This Agreement shall be governed according to the laws of the State of Florida and
venue shall be in Dade County, Florida.
19. 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.
20. 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.
21. WAIVERS
No waiver by either party of any failure or refusal to comply with its obligations shall
be deemed a waiver of any other or subsequent failure or refusal to comply. All
remedies, rights, undertaking, obligations and agreement contained herein shall be
cumulative and not mutually exclusive.
22. SURVIVAL OF REPRESENTATIONS/WARRANTIES
Paragraphs 3, 5, 8, 13, 18, 21, 22, and 24 of this Agreement shall survive the Closing
and be enforceable by the respective parties until such time as extinguished by law.
23. PARTIAL INVALIDITY
In the event that any provision of this Agreement shall be unenforceable in whole or in
part, such provision shall be limited to the extent necessary to render same valid, or
shall be excised from this Agreement, as circumstances require, and this Agreement
shall be construed as if said provision had been incorporated herein as so limited, or as
if said provision had not been included herein, as the case may be.
24. WAIVER OF TRIAL BY JURY
The parties hereby knowingly, voluntarily and intentionally waive any right they may
have to a trial by jury in respect to any litigation arising out of, under or in connection
with this Agreement, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party hereto. This provision is a material
inducement for Purchaser and Seller entering into this Agreement.
25. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties. There are no
promises, -agreements, undertakings, warranties or representations, oral or written,
express or implied, between the parties other than as herein set forth. No amendment
or modification of this Agreement shall be valid unless the same is in writing and
signed by the City Manager on behalf of the Seller and the Purchaser.
26. TIME OF THE ESSENCE
Time is of the essence of this Agreement and in the performance of all conditions and
covenants to be performed or satisfied by either parry hereto. Whenever a date
specified herein shall fall on a Saturday, Sunday or legal holiday, the date shall be
extended to the next succeeding business day.
27. EFFECTIVE DATE/TIME OF ACCEPTANCE
The Effective Date of this Agreement shall be the date on which the last party to this
Agreement executes said Agreement, the Agreement has been approved by the
Emergency Financial Oversight Board and Purchaser has been notified in writing of the
approval.
28. AUTHORITY OF CITY MANAGER
The Resolution of the City Commission of the Seller shall, in addition to approving the
purchase contemplated under this Agreement, empower the City Manager of the Seller
to modify this Agreement in the event a modification to this Agreement becomes
necessary or desirable.
29. SATISFACTION OF MORTGAGE BY SOURCE ONE MORTGAGE SERVICES
CORPORATION
Purchaser acknowledges and agrees that the Seller will have to obtain a Satisfaction of
Mortgage for the a first mortgage held by Source One Mortgage Services Corporation
prior to Closing. In the event that Seller is unable to obtain the Satisfaction of
Mortgage prior to the Closing, Purchaser agrees to extend the date of Closing until
such time as Seller is able to obtain said document.
In the event the City is required to pay to Source One Mortgage an amount that is more
than the Purchase Price in order to obtain the Satisfaction of Mortgage, the Seller shall
have the right to terminate this Agreement, in which case the Deposit and all interest
earned thereon shall be returned by Escrow Agent to Purchaser. Upon such refund,
this Agreement shall be null and void and the parties hereto shall be relieved of all
further obligation and liability, and neither party shall have any further claims against
the other.
12
30. APPROVAL BY THE OVERSIGHT BOARD
The State of Florida has appointed an Emergency Financial Oversight Board (the
"Oversight Board") which is empowered to review and approve all pending City of
Miami contracts. As a result, contracts shall not be binding on the Seller until such
time as they have been approved by the Oversight Board. Attestation of this
Agreement by the City of Miami Clerk shall constitute evidence of approval by the
Oversight Board.
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:
Ln
ATTEST:
Walter J. Foeman
City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
Carlos A. Gimenez, City Manager
13
"PURCHASER"
Executed by Wind & Raid, Inc.
A Florida Corporation
on:
0
ATTEST:
Witness
Print Name
Witness
Print Name
(Rev. 05111100).
LB:mv:PS W ind&Rain.doc
Anthony R. Parrish, Jr., President
14 ��--
Exhibit "A"
THIS INSTRUMENT PREPARED BY
CITY OF MIAMI CITY ATTORNEY'S OFFICE
MIAMI RIVERSIDE CENTER SUITE 945
444 S.W. 2ND AVENUE
MIAMI, FLORIDA 33130-1910
Tax Folio # 01-4121-007-2780
Space Above This Line For Recording Data
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED made this day of ,
, between the CITY OF MIAMI, a municipal corporation of the State of Florida, of 444 S.W.
2nd Avenue, Miami, Florida 33130, called (the "Grantor"), and WIND & RAIN, INC., a Florida
Corporation with offices at 1617 Tigertail Avenue, Miami, Florida 33133, hereinafter called (the
"Grantee").
`1�'/ M a **f *# F
Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable
consideration, receipt of which is hereby acknowledged, by these presents does hereby grant, bargain,
sell, alienate, remise, release, convey and confirm unto Grantee, and its assigns forever, all that certain
land situate in Dade County, Florida, being more particularly described as follows:
Lot 3, Block 18, "FROW HOMESTEAD", according to the Plat thereof,
as recorded in Plat Book B-106 of the Public Records of Dade County,
Florida, and hereinafter referred as the "Proper ty".
Also known as 3410 Frow Avenue, Miami, Florida.
TOGETHER with all tenements, hereditaments, and appurtenances thereto belonging or
otherwise appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
Further, Grantor conveys all right, title and interest of the Grantor, in and to any ways, strips or
gores abutting or adjoining the land.
Grantor does hereby warrant the title to said land, and will defend the same against the lawful
claims of all persons claiming by, through or under Grantor, but against none other.
This Special Warranty Deed is made and executed upon, and is subject to, the following
conditions, restrictions and covenants, which are part of the consideration for the Property conveyed and
are taken and construed as running with the land:
1. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in
interest, that the Property shall only be used in furtherance of the objective of providing owner occupied
housing within the economic affordability range of very low, low and/or moderate income families and/or
individuals. In determining very low, low and/or moderate income households, as set forth above, the
criteria shall be those provided for by federal and/or state law or by the City Commission of the City of
Miami.
2. Grantee shall commence promptly the renovation of the single family home (the
"Improvements") and shall continue diligently with the renovation of the Improvements to completion;
provided, that, in any event, the renovation and sale of the Property to individuals and/or households of
very low, low and/or moderate -income for use as their primary domicile must be completed within
eighteen (18) months or less from the date of this Special Warranty Deed.
3. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in
interest, not to discriminate upon the basis of race, color, religion, sex or national origin in the sale of the
Property, or any Improvements erected or to be erected thereon or on any part thereof.
4. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in
interest, to pay the real estate taxes or assessments on the Property or any part thereof when due. In the
event that the Property is ever declared to be "immune" or "exempt" from the payment of ad -valorem
taxes, the Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, to pay
to the Grantor an annual payment which shall be in an amount equal to the amount the Grantor would
have received as ad valorem taxes based on the valuation method employed by the county property
appraiser pursuant to Chapter 193 Florida Statutes, (1997), as may be amended from time to time.
5. Grantee shall not suffer any levy or attachment to be made, or any material or mechanic's
lien, or any unauthorized encumbrance or lien to attach to the Property, except:
a) Any mortgage(s) in favor of any institutional lender for the
purpose of financing any hard costs or soft costs relating to the construction of the Improvements in an
amount(s) not to exceed the value of the Improvements as determined by an appraiser;
b) Any mortgage(s) in favor of any institutional lender refinancing
any mortgage of the character described in clause (a) hereof, in an amount(s) not to exceed the value of
the Improvements as determined by an appraiser.
The recordation, together with any mortgage purporting to meet the requirements of clauses (a)
or (b) above, of a statement of value by a certified real estate appraiser, stating the value of the
Improvements is equal to or greater than the amounts of such mortgage(s), shall constitute conclusive
evidence that such mortgage meets such requirements. For purposes of this paragraph an "institutional
lender" shall mean any bank, savings and loan association, insurance company, foundation or other
charitable entity, real estate or mortgage investment trust, pension funds, the Federal National Mortgage
Association, agency of the United States Government or other governmental agency. In any event, the
term "Institutional Lender" shall be deemed to include Wind & Rain, Inc., Miami -Dade County, the
Grantor and their respective successors and assigns.
20 486
6. Grantee shall not transfer the Property or any part thereof without consent of the City
Manager, and shall not change the ownership or distribution of the stock of the Grantee or with respect to
the identity of the parties in control of the Grantee or the degree thereof. Notwithstanding this provision,
the Grantor acknowledges and consents to the Grantee's intent to sell the improved property to very low,
low and/or moderate income households.
The restrictions, conditions and covenants set forth in Sections 1 through 6 of this Special
Warranty Deed shall be binding to the fullest extent permitted by law and equity, for the benefit and in
favor of, and enforceable by the Grantor. The Grantor shall have the right in the event of any breach of
any such restriction, condition or covenant, to exercise all the rights and remedies; and to maintain any
actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach.
In the event the Grantee shall violate or otherwise fail to comply with any of the restrictions,
conditions and covenants set forth in this Special Warranty Deed, the Grantee shall correct or cure the
default/violation within thirty (30) days of notification of the default by the Grantor. If Grantee fails to
remedy the default within thirty (30) days, the Grantor shall have the right to reenter and take possession
of the Property and to terminate (and revert to the Grantor) the estate conveyed by this Special Warranty
Deed. It is the intent that the conveyance of the Property to the Grantee is made upon a condition
subsequent to the effect that in the event of any default, failure, violation, or other action or inaction by
the Grantee, or its assigns or successors with respect to the conditions, restrictions and covenants set forth
in this Special Warranty Deed, the City Commission at its option may pass and adopt a resolution
declaring a termination in favor of the Grantor of the title, and of all the rights and interest, in the
Property and that such title, and all rights and interest of the Grantee, and any assigns or successors in
interest in the Property shall revert to the Grantor. Provided however, that any such right of reentry shall
always be subject to and limited by, and shall not defeat, render invalid, or limit in any way the lien of
any valid mortgage permitted by this Special Warranty Deed.
IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed
the day and year first above written.
ATTEST:
WALTER J. FOEMAN,
CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
ALEJANDRO VILARELLO,
CITY ATTORNEY
CITY OF MIAMI, A MUNICIPAL CORPORATION
OF THE STATE. OF FLORIDA
CARLOS A. GIMENEZ
CITY MANAGER
3 44'8
1
STATE OF FLORIDA)
) SS
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this day of ,
by as City Manager of CITY OF MIAMI, a municipal corporation of
the State of Florida, who is personally known to me or who has produced
as identification and who did/did not take an oath.
Printed Name:
Notary Public
My Commission Expires:
The foregoing conveyance was approved pursuant to Resolution No. 00- -
of the City of Miami, Miami -Dade County, Florida, passed and adopted on
of Resolution No. Iis attached hereto as Exhibit "A".
DEEDWind&Rain.doc
4
of the City Commission
A copy
!Z !!. 4
6031"'3
_ jV%'
61
•
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members
of the City Commission
FROM:4CityManager
en
RECOMMENDATION:
DATE : MAY 2 3 2001
SUBJECT: Sale of 3410 Frow Avenue,
Miami, Florida
REFERENCES: Resolution, Purchase and
ENCLOSURES:
Sale Agreement
FILE :
The administration recommends that the City Commission adopt the attached Resolution approving the
sale of a City -owned real property located at 3410 Frow Avenue, Miami, Florida (the "Property"), to
Wind & Rain, Inc., a Florida Corporation, at a sale price of Twenty Thousand dollars ($20,000). The
Resolution authorizes the City Manager to execute a Purchase and Sale Agreement ("Agreement"), and
to consummate such transaction in accordance with the terms and conditions of the Agreement, which
terms may be amended by the City _Manager as may be necessary in order to effect such sale in an
expeditious manner.
BACKGROUND:
On November 25, 1996 the City of Miami Police Department acquired the Property through a
forfeiture action. The Property represents a maintenance cost to the City and does not generate ad
valorem taxes. There is a first mortgage held by Source One Mortgage Services Corporation ("Source
One"). The cost to pay off the mortgage loan is approximately $45,000.00.
On September 8, 1998, the City Commission adopted Resolution No. 98-836 authorizing the City
Manager to sell the City -owed real property with improvements located at 3410 Frow Avenue, Miami,
Florida. Subsequently, the Property was placed out to bid, however no bids were received.
On April 25, 2000, Wind & Rain, Inc., a Florida Corporation ("Wind & Rain") proposed to purchase
the Property from the City and to pay the sum of Twenty Thousand Dollars ($20,000.00). Source One
has agreed to the purchase price with the City receiving a portion of the purchase price to cover its
costs associated with selling the property. The City will receive at the time of closing approximately
$7,000 to cover costs associated with the sale of the property. The difference will be paid to Source
One.
li ! 1'
Page -2-
Re: Sale of 3410 Frow Avenue, Miami, Florida
The deed of conveyance will contain the following restrictions:
1. Within eighteen (18) months or less from closing, that Wind & Rain shall renovate and sell
the Property to individuals and/or households of very low, low and/or moderate -income for
use as their primary domicile.
2. In the event the Property is declared to be "immune" or "exempt" from the payment of
ad -valorem taxes, Wind & Rain, or any successor in interest shall pay to the City an annual
payment which shall be in an amount equal to the amount the City would have received as
ad valorem taxes.
CAG: GI:LS:mv:MWind&RainSale.doc
J-98-875
8/19/98 Q Q
RESOLUTION NO. 9 0 8 3 6
A RESOLUTION DECLARING AS SURPLUS
APPROXIMATELY 5,000 SQUARE FEET OF CITY -OWNED
REAL PROPERTY WITH IMPROVEMENTS LOCATED AT
APPROXIMATELY 3410 FROW AVENUE, MIAMI,
FLORIDA, (THE "PROPERTY"); AUTHORIZING AND
DIRECTING THE CITY MANAGER TO SELL THE
PROPERTY; FURTHER AUTHORIZING THE CITY
MANAGER TO: (1) ESTABLISH THE MINIMUM SALE
PRICE FOR THE PROPERTY TARING INTO
CONSIDERATION THE APPRAISED VALUE OF THE
PROPERTY, ESTABLISHED AS A RESULT OF TWO
INDEPENDENT APPRAISALS AND THE ASSESSBD VALUE
OF THE PROPERTY AS DETERMINED BY THE
MIAMI-DADE COUNTY PROPERTY APPRAISER, (2)
EMPLOY SUCH PROCEDURES AS MAY BE REQUIRED BY
THE CITY CHARTER AND/OR CITY CODE FOR THE
PURPOSE OF SOLICITING OFFERS FOR THE SALE OF
THE PROPERTY, (3) ACCEPT RESPONSIVE AND
RESPONSIBLE BIDS, AND (4) NEGOTIATE A
PURCHASE AND SALE AGREEMENT FOR PRESENTATION
TO THE CITY COMMISSION FOR FINAL APPROVAL.
WHEREAS, the City Commission wishes to declare the
City -owned real property located at 3410 Frow Avenue, Miami,
Florida, as surplus and to take the necessary steps to sell said
property;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
SEP 8 1998
Ap.olutbn Pio.
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City -owned real property and improvements
thereon consisting of approximately 5,000 square feet and located
at approximately 3410 Frow Avenue, Miami, Florida (the
"Property"), is hereby declared as surplus property.
Section 3. The City Manager is hereby authorized and
directed to sell the Property and to: (1) establish the minimum
sales price for the Property taking into consideration the
appraised value of the Property, established as a result of two
independent appraisals and the assessed value of the Property as
determined by the Miami -Dade County Property Appraiser, (2)
employ such procedures as may be required by the City Charter
and/or the City Code for the purpose of soliciting offers for the
sale of the Property, (3) accept responsible and responsive bids
for the Property, and (4) negotiate a purchase and, sale agreement
for presentation to the City Commission for final approval.
Section 4. This Resolution shall become effective
0- 48
2
•
immediately upon its adoption and signature of the Mayor"-
PASSED AND ADOPTED this 8th
m -
day of Septe, 1998.
JOE CAROLLO, MAYOR
in accordance with Miami Code Sec. 2.36, since the Mayor did not indicate approval of
this legislation by signing it in the designated place ro,.tic+ed. : ai' legislati'Or.: 01.7
becomes effective with the elapse of ten (10) days fr m the date emm!ss,c ctign
regarding same, without the Mayor exoisi. res z
ATTEST:
WALTER J. FORMAN
CITY CLERK
AND CORRECTNESS 2�>'
839:CSK:kc
Waiter J(Fgw6hn, City Cleric
1/ 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. 11 - 11U n i- 4 �? t)
3
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
CITY OF MIAMI )
I, WALTER J. FOEMAN, City Clerk of the City of Miami,
Florida, and keeper of the records thereof, do hereby certify
that the attached and foregoing pages numbered 1 through 3,
constitute a true and correct copy of a resolution with
attachments passed and adopted by the City Commission meeting
held on the 8th day of September 1998.
SAID RESOLUTION WAS DESIGNATED RESOLUTION NO. 98-836.
IN WITNESS WHEREOF, I hereunto set my hand and impress
the official seal of the City of Miami, Florida this 5th day of
May, 2000.
VA . �
By:
(OFFICIAL SEAL)
WALTER J. FOEMAN
City Clerk
Miami, Florida
Deputy Clerk
0� 4�