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HomeMy WebLinkAboutR-98-0688J-98-719 7/6/98 RESOLUTION NO. 98- 688 A RESOLUTION, WITH ATTACHMENT (S), APPROVING THE SALE OF SURPLUS CITY -OWNED REAL PROPERTY WITH IMPROVEMENTS CONSISTING OF APPROXIMATELY 12.6 ACRES, LOCATED AT 2301 NORTHWEST 10TH AVENUE, MIAMI, FLORIDA, COMMONLY KNOWN AS THE BOBBY MADURO STADIUM (THE "PROPERTY"), FOR THE PURPOSE OF DEVELOPING AFFORDABLE HOUSING, TO ST. MARTIN AFFORDABLE HOUSING, LTD; ACCEPTING THE BID OF ST. MARTIN AFFORDABLE HOUSING, LTD. IN THE AMOUNT OF TWO MILLION DOLLARS ($2,000,000) 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. WHEREAS, on April 28, 1998, the City Commission adopted Resolution No. 98-416 authorizing the City Manager to sell the City -owned real property with improvements located at 2301 Northwest loth Avenue, Miami, Florida, commonly known as the Bobby Maduro Stadium for the purpose of developing affordable housing; and WHEREAS, St. Martin Affordable Housing, Ltd. has submitted a bid in response to the City's Invitation to Bid which bid the ATTACHMENT (S) CONTAINED CITY cowl mon KEETING OF .,I4 1998 City Manager has determined is responsive and responsible; 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 sale of surplus City -owned real property with improvements located at 2301 Northwest loth Avenue, Miami, Florida (the "Property"), for the purpose of developing affordable housing is hereby approved. Section 3. The bid submitted for the purchase of the Property by St. Martin Affordable Housing, Ltd. in the amount of two million dollars ($2,000,000) on an "AS IS" basis with respect to all physical and environmental matters is hereby accepted. Section 4. The City Manager is hereby authorized to execute a Purchase and Sale Agreement, in substantially the attached form, with St. Martin Affordable Housing, Ltd., 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 2 - an expeditious manner. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.l./ PASSED AND ADOPTED this 14th day of Jules 1998. J CAROLLO, MAYOR NA *s 1� If the Mayor does not sign this Resolution, it shall become effective at the end of the 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. - 3 - 1 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 St. Martin Affordable Housing Ltd., a Limited Partnership, with offices at 168 Hialeah Drive, Hialeah, Florida 33010, (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 Legal description as set forth in Exhibit "A" attached hereto and made a part hereof. b) Street Address 2301 Northwest 10 Avenue Miami, Florida c) Improvements Baseball stadium "as is" 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of two million dollars ($2,000,000) (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") THREE HUNDRED SEVENTY THOUSAND DOLLARS ($370,000) (the Bid Deposit and this additional sum will represent twenty percent (20%) of the Purchase Price and is hereinafter collectively referred to as the "Deposit"). (2) Within ten (10) days of the Effective Date as defined herein, the Seller shall deliver to the Escrow Agent THIRTY THOUSAND DOLLARS ($30,000), which the Seller has received from the Purchaser as a "Bid Deposit". 98 -- 666 (3) 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. (4) At Closing (as hereinafter defined) the Deposit, and all interest earned on the Deposit shall be delivered by the Escrow Agent to the Seller and credited against the Purchase Price. The Deposit is non-refundable except in the event Purchaser terminates this Agreement as provided in Section 5 herein. B. Closing Payment. At Closing, the Deposit plus the balance of the Purchase Price, ONE MILLION SIX HUNDRED THOUAND DOLLARS ($1,600,000) (increased or decreased by adjustments, credits, prorations, and expenses as set forth in Section 13 or any other provision of this Agreement) shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check, official bank check or wire transfer. 3. EFFECTIVE DATE/TIME OF ACCEPTANCE The Effective Date of this Agreement shall be the date on which the last party to this Agreement officially executes the Agreement and the Agreement has been approved by the Emergency Financial Oversight Board. 4. ENVIRONMENTAL MATTERS A. Definitions. For purposes of this Agreement: The term "Hazardous Materials" shall mean and include without limitation, any substance which is or contains (A) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act; of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (B) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. 2 9 8- 6 O 5 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. C. Waiver and Release and Indemnification. Purchaser acknowledges that prior to entering into this Agreement, Purchaser was given an opportunity to inspect the Property and to conduct such testing as Purchaser deemed necessary to investigate the environmental condition of the Property. 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. As additional consideration for the purchase of this Property: (i) Purchaser hereby covenants and agrees that upon transfer of the title from the Seller to Purchaser, 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 3 98- 688 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; and (ii) Purchaser hereby covenants and agrees that for a period of fifteen (15) years from and after transfer of the title from the Seller to Purchaser, Purchaser, on behalf of itself and its successors and assigns, shall indemnify and hold harmless the Seller 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 are asserted by any third party against the City 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. The waiver, release and indemnification provisions set forth above shall survive the Closing. 5. TITLE EVIDENCE Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof. Seller has no obligation to, but to the extent Seller has evidence of title, including abstracts, prior title policies and title reports, Seller shall provide copies of same to Purchaser, within five (5) calendar days of the Effective Date, to assist in Purchaser's title examination and obtaining title insurance. In the event the Purchaser's examination of title, which examination shall be completed within twenty-one (21) days of the Effective Date, reflects any condition which renders the title unmarketable in accordance with the standards of the Florida Bar (the "Title Defect"), the Purchaser shall allow the Seller sixty (60) calendar days within which to use reasonable diligence to cure the Title Defect. Seller shall use good faith efforts to cure any Title Defect, provided however, Seller shall not be required to bring any action or to incur any expense to cure any Title Defect or objection. If Seller shall be unable to convey title to the Property according to provisions of this Agreement, Purchaser may: (i) elect to accept such title that Seller 4 9 8 6 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. In the event of cancellation, copies of all abstracts of title respecting the Property delivered by Seller to Purchaser or prepared by or on behalf of Purchaser shall be delivered by Purchaser to Seller. 6. 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 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 • r • 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. CONDITION PRECEDENT The Property is presently zoned G/I Government - Institutional. The City of Miami Department of Planning and Development has initiated an application for the rezoning of the Property from G/I Government - Institutional to R-3 Multifamily Medium Density Residential. The R-3 zoning designation generally allows single family, duplex and multifamily structures up to and including low-rise apartment structures with a maximum density of 65 units per net acre. Allowed within this district, and subject to specific limitations, are supporting services such as places of worship, primary and secondary schools, daycare, community based residential facilities and retail convenience establishments. It is anticipated that the City Commission will take legislative action on this rezoning request by July, 1998. The parties hereby agree that in the event that the rezoning from G/I Governmental -Institutional to R-3 is not obtained within forty (40) days of the Effective Date of the Purchase and Sale Agreement, or within a reasonable time thereafter as may be agreed to by the parties, this Purchase and Sale Agreement shall terminate, and shall be null and void and the parties shall be relieved of all further obligation and liability. Upon such termination: (i) the Deposit and all interest earned thereon shall be returned by Escrow Agent to Purchaser; and (ii) copies of all abstracts, and/or opinions of title or other documents pertaining to title respecting the Property prepared by or on behalf of Purchaser shall be delivered by Purchaser to Seller. 8. RESTRICTIONS. EASEMENTS AND LIMITATIONS The Purchaser further agrees it shall take title subject to: zoning, restrictions, prohibitions, and other requirements imposed by governmental authority; restrictions and matters appearing on the public records and public utility easements of record. 9. COVENANT OF USE A. The conveyance and title to the Property shall be subject to a covenant which will run with the land (the "Covenant of Use") whereby the Purchaser, for itself and its successors and assigns, shall agree and covenant to use the Property for the development of housing affordable to families and/or individuals with a household income not greater than eighty percent (80%) of the median income for Miami -Dade County. The median income limits for Miami -Dade County shall be adjusted automatically as new median income limits are periodically determined by the federal government. The affordable housing may be owner -occupied and/or rental units. B. The Covenant of Use shall remain in effect for a period of fifteen (15) years from the date of conveyance of the Property, and shall be automatically released at the expiration of such fifteen (15) year period. C. Purchaser shall be deemed to be in compliance with this Covenant of Use when complying with the requirements for financing of the affordable housing development. Purchaser shall include in any and all mortgage or similar loan documents a provision that states the financing institution shall at any time, and from time to time, so long as this Covenant of Use shall remain in effect, upon not less than ten (10) days prior written request by Seller, execute, acknowledge and deliver to Seller a statement in writing certifying that Purchaser is in compliance with its obligations for financing as it relates to the use of the Property for affordable housing purposes. D. This Covenant, of Use shall run with the land until it expires as provided above, and shall be binding for the benefit of the City and Miami and shall be enforceable against the Purchaser, its successors or assigns. 10. COVENANT TO PAY FOR MUNICIPAL SERVICES The Purchaser agrees that; concurrently with the conveyance of the Property, at Closing, the Purchaser shall furnish a covenant which will run with the land and shall be binding on the Purchaser, its successors, heirs and assignees, in favor of the Seller and enforceable by Seller, to be recorded in the public records of Miami -Dade County. This covenant shall provide that if the Property, or any portion thereof, is purchased by an "exempt entity" or is utilized for exempt purposes, as such term is defined under Chapter 196 Florida Statutes, that so long as the City of Miami provides municipal services to the Property that the owner shall pay to the City of Miami an annual payment, which shall never be less than, the amount of taxes that the City of Miami would be entitled to receive from the Property based on the fair market value of the Property. 11. CLOSING DATE Closing shall take place within forty-five (45) days after the Effective Date or within a reasonable time thereafter, at a mutually agreeable time (the "Closing") at the City of Miami, Office of Asset Management located at 444 SW 2 Avenue, Suite 325, Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date for Closing. Notwithstanding the foregoing, in the event the Seller elects to satisfy any title objections pursuant to the terms of Section 5 hereof, then Seller shall have the right to extend the Closing date set forth herein. Except due to cancellation of this Agreement as provided in Sections 5 and 7 hereof, or in the event Seller elects to satisfy any title objections or the parties agree to an extension pursuant to Section 7, failure of Purchaser to Close by September 1, 1998 shall be deemed a 7 98- 688 default by Purchaser which shall entitle the City to retain the Deposit and seek such additional legal and/or equitable remedies as may be available. 12. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: (1) Special Warranty Deed subject to conditions, restrictions, easements and limitations of record; (2) A Closing Statement; (3) A Seller's Affidavit and a Non -Foreign Affidavit; (4) Such documents as are necessary to fully authorize the sale of the Property by Seller and the execution of all closing documents; and (5) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby. B) Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or deliver to Seller the following: (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. 13. CLOSING COSTS AND ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser as follows: A. Adjustments and Prorations 1) Real Estate Taxes: The Seller warrants that the Property is exempt from taxes and accordingly there will be no taxes due at Closing. 8 98- 688 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 recording charges, filing fees payable in connection with the transfer of the Property hereunder; (ii) the Seller's costs incurred in connection with the public solicitation process related to the sale of the Property in the amount of five thousand dollars ($5,000); (iii) Seller's costs incurred in connection with the Phase I Environmental Site Assessment, Asbestos Survey and land survey of the Property in the amount of five thousand nine hundred fifty dollars ($5,950). 14. 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; (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. 98- 68 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, shall retain the Deposit and all interest earned thereon and shall be entitled to seek such legal and/or equitable remedies as may be available. 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. 15. 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. 16. 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. 10 (� Q 98 - 688 17. is. 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. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication between Purchaser and Seller is to be an important component of the Purchaser's title examination. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective behalves to be their representatives, to wit: On behalf of Seller. On behalf of Purchaser. Dena Bianchino City of Miami Office of Asset Management 444 SW 2 Avenue, 3ra Floor Miami, FL 33130 Telephone (305) 416-1451 Fax (305) 416-2156 19. NOTICES 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, loth Floor Miami, FL 33130 Purchaser St. Martin Affordable Housing, Ltd. St. Martin Corporation, Its General Partner Ruby Swezy, President 168 Hialeah Drive Hialeah, Florida 33010 11 AM = Copies To Dena Bianchino City of Miami Office of Asset Management 444 SW 2 Avenue, 3ra Floor Miami, FL 33130 Alejandro Vilarello City Attorney c/o Julie O. Bru, ACA 444 SW 2 Avenue, Suite 945 Miami, FL 33130 20. CAPTIONS AND HEADINGS The Section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be considered in interpreting this Agreement. 21. BINDING EFFECT This Agreement shall bind and inure to the benefit of the parties hereto and their successors in interest. Purchaser may assign or pledge this Agreement only with the prior written consent of the City Manager which consent may be withheld for any or no reason whatsoever. 22. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue shall be in Dade County, Florida. 23. 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. 24. 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. 25. WAIVERS 12 98- 688 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. 26. SURVIVAL OF REPRESENTATIONS/WARRANTIES Paragraphs 4, 6, 8, 9, 10, 14A, 16, 17, 22, 24, 28, 33 and 34 of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 27. 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. 28. 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. 29. 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. 30. 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 date shall be extended to the next succeeding business day. 13 98- 688 31. 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. 32. 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. Execution of this Agreement by the City of Miami City Manager shall constitute evidence of approval by the Oversight Board. 33. MINORITY AND WOMEN PARTICIPATION Purchaser agrees during construction of the housing units: (a) it will take reasonable affirmative action in the recruitment and recruitment advertising to attract and retain qualified minority and female contractors and subcontractors; (b) it will provide a reasonable opportunity in the recruitment, recruitment advertising and hiring for contractors and subcontractors residing within the City of Miami; and (c) it will not discriminate against any contractor, subcontractor, employee or applicant for employment because of race, creed, color or national origin. This provision shall survive closing. 34. PREFERENCE TO CITY RESIDENTS Purchaser agrees that it shall provide current City of Miami residents preference, where allowable, in buying and/or leasing the housing units developed. Purchaser further agrees that it will not discriminate against any applicant for housing because of race, creed, color, age, marital status or national origin. This provision shall survive closing. 14 9 8688 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 - ATTEST: Walter J. Foeman City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney ATTEST: Witness Print Name Witness Print Name "SELLER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida on: In Donald H. Warshaw, City Manager "PURCHASER" Executed by: ST. MARTIN AFFORDABLE HOUSING, LTD., A LIMITED PARTNERSHIP ST. MARTIN CORPORATION, ITS GENERAL PARTNER (Purchaser) on: Ruby Swezy, President 15 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: The Honorable Mayor and Members of the City Commission FROM: _ ona ".W rshaw City Manager RECOMMENDATION: DATE: J. - 7 19 SUBJECT: Sale of 2301 NW 10 Ave REFERENCES: Resolution, Purchase and ENCLOSURES: Sale Agreement FILE: 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 12.6 acres, located at 2301 NW loth Avenue, Miami, Florida (the "Property"), for the purpose of developing affordable housing, to St. Martin Affordable Housing, Ltd., at a sale price of two million dollars ($2,000,000). 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. 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 2301 NW loth Avenue, Miami, Florida, commonly referred to as the Bobby Maduro Stadium. On April 28, 1998, the City Commission adopted Resolution No. 98-416 authorizing the City Manager to sell the property for the purpose of developing affordable housing. St. Martin Affordable Housing, Ltd. was the top bidder and is willing and able to purchase the Property. The highlights of the Purchase and Sale Agreement are as follows: Purchase Price: $2,000,000.00 Environmental Matters: The Property shall be sold in "As Is" condition, with respect to all physical and environmental matters. 98-- 688 Honorable Mayor and Members of the City Commission Page -2- l- Deed Restrictions: The deed of conveyance and title to the Property will be subject to covenant which will run with the land (the "Covenant of Use") whereby the purchaser will agree and covenant to use the Property for the development of housing affordable to families and/or individuals with a household income not greater than eighty percent (80%) of the median income for Miami -Dade County. The Covenant of Use will remain in effect for a period of 15 years from the date of conveyance of the Property, and will be released at the expiration of the 15 year period. > Preference to City Residents: St. Martin Affordable Housing, Ltd. shall provide current City of Miami residents preference, where allowable, in buying and/or leasing the housing units developed. Minoritv and Women Participation: St. Martin Affordable Housing, Ltd. agrees during construction of the housing units: (a) it will take reasonable affirmative action in the recruitment and recruitment advertising to attract and retain qualified minority and female contractors and subcontractors; (b) it will provide a reasonable opportunity in the recruitment, recruitment advertising and hiring for contractors and subcontractors residing within the City of Miami; and (c) it will not discriminate against any contractor, subcontractor, employee or applicant for employment because of race, creed, color or national origin. 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. pi DHW: CMC:DB: mv:MBobbySALE. doc 9 C3