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HomeMy WebLinkAboutR-98-0686J-98-717 7/6/98 RESOLUTION NO. v v " 8 6 A RESOLUTION, WITH ATTACHMENT (S), APPROVING THE SALE OF SURPLUS CITY -OWNED REAL PROPERTY WITH IMPROVEMENTS CONSISTING OF APPROXIMATELY 1.998 ACRES, LOCATED AT 1975 NORTHWEST 12TH AVENUE, MIAMI, FLORIDA, COMMONLY KNOWN AS THE PROPERTY MAINTENANCE SITE (THE "PROPERTY"), TO MIAMI-DADE COUNTY (THE "COUNTY"), AT A SALE PRICE OF ONE MILLION DOLLARS ($1,000,000) ON AN "AS IS" BASIS AS TO ALL PHYSICAL AND ENVIRONMENTAL MATTERS; 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; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A LEASE AGREEMENT WITH THE COUNTY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, THEREBY PERMITTING THE CITY TO CONTINUE THE USE AND OCCUPANCY OF THE PROPERTY POST CLOSING FOR AN INITIAL TERM OF SIX (6) MONTHS, PROVIDING FOR NOMINAL RENT AND SUCH OTHER TERMS AND CONDITIONS AS MAY BE ACCEPTABLE TO THE CITY MANAGER; DECLARING, BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE OF THE MEMBERS OF THE CITY COMMISSION, AN EXEMPTION FROM THE RESTRICTIONS OF SECTION 18-182(c) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, WHICH REQUIRES AN ANNUAL PAYMENT EQUAL TO AN AMOUNT THAT THE CITY WOULD HAVE RECEIVED AS AD VALOREM TAXES. WHEREAS, on March 20, 1997, the City Commission adopted Resolution No. 97-178 authorizing the City Manager to sell City - owned real property with improvements located at 1975 Northwest ATTACHMENT; - ®�TA�NEQ CITY CON30SSION MEETING OF J U L 1 4 1998 Resolution No. 9s- 656 12th Avenue, Miami, Florida, commonly known as the Property Maintenance Site (the "Property"); and WHEREAS, Miami -Dade County is ready, willing and able to purchase the Property; and WHEREAS, the City is currently utilizing the Property for various vital functions in connection with the Parks Operations and Property Maintenance Divisions; and WHEREAS, Miami -Dade County is willing to enter into a Lease at a nominal rent for an initial term of six (6) months, thereby permitting the City to continue occupancy of the Property after closing; and WHEREAS, the City Manager has made a written finding that with respect to the sale of the Property to Miami -Dade County, it is in the best interest of the City to declare an exemption from the provisions of Section 18-82(c) of the Code of the City of Miami, Florida, as amended, adopted pursuant to Ordinance No. 11640, which requires that conveyances of City -owned property to entities that are either exempt or immune from the payment of real property taxes are subject to a deed restriction which requires an annual payment equal to an amount that the City would have received as ad valorem taxes; 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 - 2 - 98 - 686 Section. Section 2. The sale of surplus City -owned real property with improvements located at 1975 Northwest 12th Avenue, Miami, Florida (the "Property"), to Miami -Dade County, at a sale price of one million dollars ($1,000,000) on an "AS IS" basis with respect to all physical and environmental matters, is hereby approved. Section 3. The City Manager is hereby authorized to execute a Purchase and Sale Agreement, in substantially the attached form, with Miami -Dade County, 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, including terms providing for the allocation of costs between Miami -Dade County and the City incurred in connection with the Boundary Survey and Appraisals on the Property. Section 4. The City Manager is hereby authorizedY to execute a Lease Agreement, in a form acceptable to the City Attorney, with Miami -Dade County, thereby permitting the City to continue the use and occupancy of the Property post closing for an initial term of six (6) months with such Lease Agreement to provide for the payment of nominal rent and such other terms and conditions as may be acceptable to the City Manager. Section 5. The City Commission, by a four -fifths l� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. - 3 - 98- 686 (4/5ths) affirmative vote of the members of the City Commission, hereby declares an exemption from the restrictions of Section 18-182(c) of the Code of the City of Miami, Florida, as amended, which requires an annual payment equal to an amount that the City would have received as ad valorem taxes. Section 6. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2/ PASSED AND ADOPTED this 14th day of July 1998. Gam" CAROLLO, MAYOR CITY CLERK 16:JOB:BSS:kd 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. - 4 - 98 -- 686 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this day of , 1998, 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 Miami -Dade County, a political subdivision of the State of Florida, with offices at the Office of the President, Public Health Trust of Miami -Dade County, 1611 NW 12th Avenue, West Wing, Miami, Florida (the "Purchaser"). The Parties hereby agree that Seller shall sell and Purchaser shall buy the following property upon the following terms and conditions: 1. 2. 3. DESCRIPTION OF PROPERTY a) Legal Description Legal description as set forth in Exhibit "A" attached hereto and made a part hereof. b) Street Address 1975 Northwest 12 Avenue Miami, Florida c) Improvements An approximately 11,793 s.£, CBS, single story storage/office building "as is" PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of ONI'; MILLION DOLLARS ($1,000,000) (the "Purchase Price"). The Purchase Price shall be. payable as follows: At Closing, (as hereinafter defined), the Purchase Price, (increased or decreased by a(tiustments, credits, prorations, and expenses as set, forth in Section 1.0 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. EFFECTIVE DATE/TIME OF ACCEPTANCE The Effective Date of this Agreement shall be the (late on which the last party to this Agreement officially executes this Agreement and the Agreement has been approved by the Emergency Financial Oversight Board. It is hereby acknowledged that this Agreement, must be executed by both parties by July 30, 1998. 4. ENVIRONM)E:iyTAL MATTERS A. Definitions. For purposes of this Agreement: The term "Hazardous Materials" shall mean and include without, limitation, any substance which is or contains (A) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (B) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. 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 pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment, (including, without, limitation, ambient, air, surface water, groundwater, land or soil). B. Disclaimer As To Environmental Matters. Purchaser acknowledges and agrees that. Seller has not made, does not make and specifically negates and disclaims any representations, warranties (other than the limited warranty of title as set, out in the special warranty deed), promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to, concerning or with respect to environmental matters with reference to the Property, including, but not. limited to: (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the compliance of or by the Property, or its operation with any Environmental Requirements, (c) any representations regarding compliance with any environmental protection, pollution or land use, zoning or development of regional impact laws, rules, regulations, orders or requirements, including the existence in or on the Property of Hazardous Materials. 2 98- 686 Purchaser further acknowledges and agrees that; it has been 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. Seller is not liable or bound in any matter by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person. C. Waiver and Release. 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. 5. TITLE EVIDENCE Purchaser, at its sole cost, and expense, shall be responsible for obtaining all title documents which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof. 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. Within twenty-one (21) clays after the Effective Date, Purchaser shall notify Seller in writing of any matters which 3 8` 686 render title unmarketable in accordance with the standards of the Florida Bar (the "Title Defect"). The Purchaser shall allow the Seller sixty (60) calendar days within which to 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: (1) elect, to accept such title that Seller may be able to convey, with no reduction in Purchase Price; or (ii) terminate this Agreement, and 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. In the event of cancellation, copies of all abstracts of title and surveys respecting the Property prepared by or on behalf of Purchaser shall be delivered by Purchaser to Seller. 6. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE. A. Purchaser is purchasing the Property in an "AS IS" condition and specifically and expressly without any warranties, representations or guaranties, either express or implied, of any kind, nature or type whatsoever from or on behalf of Seller. Without in any way limiting the generality of the immediately preceding, and in addition to the specific disclaimers set forth in Section 4 of this Agreement with respect to Environmental Matters, Purchaser and Seller further acknowledge and agree that in entering into this Agreement and purchasing the Property: (1) Purchaser hereby acknowledges that Seller has not made, will not and does not make any warranties or representations, whether express or implied, with respect to the Property, its condition, the value, profitability, or marketability thereof; (2) Purchaser acknowledges that with respect to the Property, Seller has not and will not make any warranties, whether express or implied, of merchantability, habitability or fitness for a particular use or suitability of the Property for any and all activities and uses which Purchaser may conduct thereon; (3) Purchaser acknowledges that Seller has not made, will not and does not make any representations, whether express or implied, with respect to compliance with any land use, zoning or development of regional impact laws, rules, regulations, orders or requirements; (4) Purchaser acknowledges that Purchaser has made and/or shall be given an adequate opportunity to make such legal, factual and other inquiries and investigations as Purchaser deems necessary, desirable or appropriate with respect to the Property, the value or marketability thereof and of the appurtenances thereto. Such inquiries and investigations of Purchaser shall be deemed to include, but shall not, be limited to, the 4 98- 686 condition of all portions of the Property and such state of facts as an accurate abstract of title would show; (5) Purchaser acknowledges that Purchaser has not relied, and is not relying, upon any information, document, projection, proforma, statement, representation, guaranty or. warranty (whether express or implied, or oral or written or material or immaterial) that may have been given by or made by or on behalf of Seller. B. The provisions of this Section shall survive the closing. 7. RESTRICTIONS, EASEMENTS AND LIMITATIONS The Purchaser further agrees it shall take title subject to: zoning, restrictions, prohibitions, and other requirements imposed by governmental authority; restrictions and public utility easements of record. 8. CLOSING DATE Closing shall take place within thirty (30) clays after the Effective Date or within a reasonable time thereafter, but no later than September 1, 1998, at a mutually agreeable time (the "Closing") at the City of Miami, Office of Asset Management, located at 444 SW 2 Avenue, Suite 325, Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date for Closing. Notwithstanding the foregoing, in the event the Seller elects to satisfy any title objections pursuant to the terms of Section 5 hereof, then Seller shall have the right to extend the Closing date set forth herein. 9. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: (1) Special Warranty Deed subject to conditions, restrictions, easements and limitations of record; (2) A Closing Statement; (3) A Seller's Affidavit and a Non -Foreign Affidavit; (4) Such documents as are necessary to fully authorize the sale of the Property by Seller and the execution of all closing documents; and (5) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby. 5 98- 686 B) Purchaser's Closing Documents: At Closing, r urchaser shall execute and/or deliver to Seller the following: (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, a(tjusted, prorated or assumed by or between Seller and Purchaser as follows: A. Adjustments and Prorations 1) Real Estate Taxes: The Seller warrants that the Property is exempt. from taxes and accordingly there should be no taxes due at Closing. 2) Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Seller. Pending liens as of the Closing Date shall be assumed by Purchaser. 3) Other Taxes, Expenses, Interest Etc: Taxes (other than real property taxes), assessments, water and sewer charges, waste fee and fire protection charges, if applicable, shall be prorated as of the Closing Date. 4) Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of properties in the area where the Property is located. All pro - rations shall utilize the 365-day method. B. Closing Costs (1) Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. (2) Purchaser shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: (i) all inspection and environmental testing costs; 6 98- 686 (n) all recording charges, filing fees payable in connection with the transfer of the Property hereunder; (iii) the Seller's costs incurred in connection with the Appraisals, Boundary Survey of the Property in the amount of ten thousand dollars ($10,000). (3) The Seller shall pay for recording of corrective, and to cure title defects, if the Seller, at Seller's sole discretion elects to incur expenses to cure title defects. 11. DEFAULT A) If this transaction does not close as a result of default by Seller, Purchase as and for its sole and exclusive remedies shall be entitled to: (i) elect, to terminate this Agreement, or; (ii) elect to waive any such conditions or defaults and to consummate the transactions contemplated by this Agreement in the same manner as if there had been no conditions or defaults and without any reduction in the Purchase Price and without, any further claim against Seller. However, notwithstanding anything contained herein to the contrary, in no event shall Seller be liable to Purchaser for any actual, punitive, incidental, speculative or consequential damages, costs or fees of any nature whatsoever. The limitation on Seller's liability set forth herein shall survive Closing. B) If this transaction does not close as a result of default by Purchaser, Seller, as and for its sole and exclusive remedy, shall have the right to terminate this Agreement. 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. RADON GAS Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient, quantities, may present health risks 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. 14. DESIGNATION OF REPRESENTATIVES 7 Purchaser and Seller acknowledge that prober communication between Purchaser and Seller, and between Purchaser and any governmental authorities having jurisdiction over environmental matters, is to be an important component of the Purchaser's Environmental Inspection period and title examination. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective behalves to be their environmental and title representatives, to wit: On behalf of Seller. - Dena Bianchino City of Miami Office of Asset, Management 444 SW 2n� Avenue, 3ra Floor Miami, Florida 33130 Telephone (305) 416-1451 15. NOTICES On behalf of Airchaser: Ron Bogue Public Health Trust, 1611 NW 12th Avenue, West Wing East Tower Basement, Room 069 Miami, Florida 33136 Telephone (305) 585-1302 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 clay 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 Purchaser Donald H. Warshaw, City Manager Ira Clark, President, City of Miami Public Health Trust 444 SW 2°d Avenue, 101h Floor 1611 NW 12th Avenue, West, Wing Miami, Florida 33130 East Tower Basement, Room 069 Miami, Florida 33136 Telephone (305) 585-1302 Fax (305) 324-1305 Copies To Dena Bianchino Ron Bogue City of Miami Public Health Trust Office of Asset Management 1611 NW 121h Avenue, West Wing 444 SW 2 Avenue, 3ra Floor East Tower Basement, Room 069 Miami, FL 33130 Miami, Florida 33136 Telephone (305) 416-1451 Telephone (305) 585-1302 Fax (305) 416-2156 Fax (305) 324-1305 8 98- 686 Alejandro Vilarrilo City Attorney c/o Julie O. Bru, ACA 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 Telephone (305) 416-1800 16. CAPTIONS AND HEADINGS Eugene Shy, Jr. Assistant County Attorney 1611 NW 12 th Avenue West Wing East Tower Basement, Room 109 Miami, Florida 33136 Telephone (305) 585-1313 The Section headings or captions appearing in t;his 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. 18. GOVERNING LAW This Agreement, shall be governed according t;o the laws of the State of Florida and venue shall be in Miami -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. ATTORNEYS 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 REPRESENTATIONSIWARRANTIES All relevant, terms of this Agreement, where appropriate, shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 23. PARTIAL INVALIDITY 9 98- 686 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. 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. 25. TIME OF THE ESSENCE Time is of the essence of this Agreement and in the performance of all conditions and covenants to be performed or satisfied by either party hereto. Whenever a date specified herein shall fall on a Saturday, Sunday or legal holiday, the (late shall be extended to the next succeeding business day. 26. 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. 27. 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 and any amendment thereto shall not be binding on the Seller until such time as they have been approved by the Oversight Board. Execution of this Agreement by the City of Miami City Manager shall constitute evidence of approval by the Oversight Board. 9S- 686 28. LEASE AGREr iAENT Purchaser agrees that the Property is presently utilized by Seller for various vital functions in connection with the Seller's Parks Operations and Property Maintenance divisions. Accordingly, Purchaser hereby agrees to permit the Seller to continue to occupy the Property pursuant to a Lease Agreement (the "Lease") which shall be executed by the City Manager at the time of Closing. The Purchaser hereby acknowledges and agrees that the terms of the Lease will be such that the Seller, notwithstanding delivery of the Special Warranty Deed, will continue in possession of the Property. The Lease shall be for an initial term of six months which term may be extended on a month -to -month basis upon the mutual agreement of the parties and subject to all the provisions set, forth in the Lease. All provisions of this Lease applicable to such tenancy shall remain in full force and effect. Additionally, Purchaser hereby agrees that the Lease will provide for a nominal rent. 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: By: ATTEST: Walter J. Foeman City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello,City Attorney Donald H. Warshaw, City Manager 98- 686 "PURCHASER" Executed by MIAMI-DADE COUNTY, a political subdivision of the State of Florida on: ATTEST: Witness Print Name Witness Print, Name APPROVED BY COUNTY ATTORNEY AS TO FORM AND LEGAL SUFFICIENCY: Assistant County Attorney F: Public Health Trust/PS PROP MAINT 6-19.doc 12 98- 606 CITY OF MIAMI, FLORIDA 16 INTER -OFFICE MEMORANDUM TO: The Honorable Mayor and Members of the City Commission FROM: k4nald H. Wars City City Manager RECOMMENDATION: DATE: XL _ 7 1998 FILE: SUBJECT: Sale of 1975 NW 12 Avenue REFERENCES: Resolution, Purchase and ENCLOSURES: Sale Agreement The =:administration recommends that the City Commission adopt the attached Resolution approving the sale of surplus City -owned real property with improvements consisting of approximately 1.998 acres, located at 1975 NW 12 Avenue, Miami, Florida (the "Property"), to the Public Health Trust of Miami -Dade, at a sale price of one million dollars ($1,000,000). This Property is being sold on an "As Is" basis as to all physical and environmental matters. 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. This Resolution further authorizes the City Manager to negotiate and execute a lease agreement, at closing, in a form acceptable to the City Attorney, with the Public Health Trust to provide for the continued use of the Property by the City for a period not less than six months. The lease shall provide for a nominal rent. The City Manager has made a finding that with respect to the sale of the Property to the Public Health Trust of Miami -Dade that it is in the best interest of the City to declare an exemption from the provisions of Ordinance No. 11640, which requires that conveyances of City -owned property to entities that are either exempt or immune from the payment of real property taxes are subject to a deed restriction which provides for an annual payment in lieu of taxes. BACKGROUND: On March 20, 1997, the City Commission adopted Resolution No. 97-178 authorizing the City Manager to sell the surplus city property located at 1975 Northwest 12 Avenue, Miami, Florida, commonly referred to as the Property Maintenance Site. The Public Health Trust of Miami -Dade is willing and able to purchase the Property. 98- 6 6 Honorable Mayor and Members of the City Commission Page -2- The City is currently utilizing the Property for various vital functions in connection with the Parks Operations and Property Maintenance Divisions. The City will be entering into a Lease Agreement with the Public Health Trust of Miami -Dade County for a nominal rent, for an initial term of six months, which term may be extended on a month -to -month basis with the mutual agreement of the parties. The highlights of the Purchase and Sale Agreement are as follows: Purchase Price: $1,000,000.00 Environmental Matters: The Property shall be sold in "As Is" condition, with respect to all physical and environmental matters. Authority of City Manager: In order to ensure the closing can take place as soon as possible, the City Manager shall have the authority to modify the Purchase and Sale Agreement, in the event a modification becomes necessary, including terms providing for the allocation of costs incurred in connection with the Boundary Survey and Appraisals of the Property and to declare an exemption from the requirements of Ordinance No. 11640 pertaining to the payment in lieu of taxes. DHW: CMC:DB: mv:MPropertyMainSALE.doc 98- 606