HomeMy WebLinkAboutR-98-0754J-98-772
7/21/98
RESOLUTION NO. 9 8 754
A RESOLUTION, WITH ATTACHMENT, AUTHORIZING
CONVEYANCE OF APPROXIMATELY 15,087 SQUARE FEET
CITY -OWNED REAL PROPERTY, HEREINAFTER REFE D ST
AS PARCEL 120, AS MORE PARTICULARLY DES ED IN
EXHIBIT "A" ATTACHED HERETO AND MADE A P HE F
(THE "PROPERTY"), TO THE FLORIDA DEP E OF
TRANSPORTATION FOR USE AS RIGHT-O - I
CONNECTION WITH THE SOUTHWEST E D
RECONSTRUCTION (THE "PROJECT"), SAL RI
$778,000, SUBJECT TO SAID SALE CLOS BY SEPT BE 15,
1998; AUTHORIZING THE CITY A TO E UTE A
PURCHASE AND SALE AGREEM (` EE T"), IN
SUBSTANTIALLY THE ATTACHED O AND TO
CONSUMMATE SUCH TRAN IN CO ANCE WITH
THE TERMS AND CONDIT O MENT, WHICH
TERMS MAY BE AMEND E T ITY AGER AS MAY BE
NECESSARY IN ORDER EF SUCH SALE IN AN
EXPEDITIOUS MAN U IZ THE CITY MANAGER
TO EXECUTE, CLOSING, JOINT PARTICIPATION
AGREEMENT, I A FOR AC PTABLE TO THE CITY
ATTORNEY, TOP VIDE FOR TY REVIEW AND COMMENT ON
THE PRO F ER A ORIZING THE CITY MANAGER
TO EXE T C TEMPORARY RIGHT OF ACCESS
AGREE NT, M ACCEPTABLE TO THE CITY
ATTOR NG FDOT TO UTILIZE APPROXIMATELY
8, t
S.F. CITY- NED LAND HEREINAFTER REFERRED TO
PARCEL 0 MORE PARTICULARLY DESCRIBED IN
XHI "B" HED HERETO AND MADE A PART HEREOF
`STAGLNG AREA'), FOR USE AS A CONSTRUCTION
ING A FOR A PERIOD OF THREE YEARS.
the Florida Department of Transportation (FDOT) is finalizing
for the construction and improvement of the Southwest 2 Avenue Bridge,
---7
Rescinded by R-98-820
ATTACHMENT (S)
it CONTAINED
CITY COMIVIISSIOU
MEETING OF
J I I [,� 2 1 1998
Raaolutim Ito.
98- 754
Section 87100-2611 located in Miami -Dade County, Florida (the "Project"); and
WHEREAS, it is necessary for FDOT to acquire certain lands now owned by
the City in order to effectuate said construction; and
WHEREAS, the City Commission has determined it to be in the be terest
of the City to convey the Property in lieu of condemnation; and
WHEREAS, during construction FDOT requires the of ain C'ty-
owned lands for the sole purpose of properly stag* uc a ent,
materials and supplies which are to be utilized f onstruction,,,�ctivi es for the
Project;
NOW, THEREFORE, BE IT
CITY OF MIAMI, FLORIDA;
Resolution are hereby
fully set forth in
ON OF THE
d in the Preamble to this
and incorporated herein as if
pTximately 15,087 square feet of City -owned real
hereinafter referred to as Parcel 120, as more
.t "A" attached hereto and made a part hereof (the
Florida Department of Transportation,
at
a sale
price of
to closing taking place prior to September
15,
1998,
is hereby
Section 3. The City Manager is hereby authorized to execute a Purchase
and Sale Agreement (the "Agreement"), in substantially the attached form, with
FDOT and to consummate such transaction in accordance with the terms and
4a
Rescinded by R-98-820
98- '754
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.
The City Manager is hereby authorized' to execu
Temporary Right of Access ("Access Agreement"), in a form
Attorney, to permit FDOT and its employees, agents, con
subcontractors or anyone directly or indirectly
aforementioned, the right to enter upon approxima° e__,54 ;
property, hereinafter referred to as Parcel 70 mo ar
described in
Exhibit "B", attached hereto and made�.reo e ifaging Area"), for the
sole purpose of properly staging
which are to be utilized fob
Agreement to be for a
Staging Area to
constructed by
tipmen , materials and supplies
`es for the Project, said Access
consideration for the use of the
improvements to the riverwalk to be
and expense.
erty shall be sold in "as is" condition, including a
Department of Transportation be responsible for any
environmental clean-up of the Property.
Section 6. This Resolution shall become effective upon its adoption and
The 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
Rescinded by R-98-820
98- '754
signature of the Mayor2.
PASSED AND ADOPTED this 21stday of July , 1998.
JOE CAROLLO, MAYOR
In accordance with Miami Code Sec. 2-36, since the Mayor t ind' approval of
V ` legislation by signing it in the designated place provide egislaticr
becomes effective with the elapse of ten (10) days f to o miss'
ATTEST: regarding same, without the Mayor exercis'
J em ity Clerk
WALTER J. FOEMAN
CITY CLERK
/ / PT'PV ATT(1RAT'PV
Z 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.
El
Rescinded by R-98-820
98-- 754
EXHIBIT A
PARCEL 120
PROJECT 87100-2611
That part of TRACTS 1 and 2, RIVERSIDE PLAZA as recorded in Plat Book 139, Page 43, of the
Public Records of Dade County, Florida and being a portion of Section 37, Township 54 South,
Range 41 East. 1.
More particularly described as follows:
BEGINNING at the Northeast corner of said TRACT 2; thence along the East boundary of said
TRACTS 2 and I also being the Westerly right-of-way line of S.W. 2nd Avenue, the following six
(6) courses: 1) S 02° 15'35" E for 4.550 meters (14.93 feet); 2) S 02° 16'29" E for 7.338 meters
(24.07 feet); 3) S 87°43'31" W for 0.838 meters (2.75 feet); 4) S 02° 16'29" E for 84.723 meters
(277.96 feet); 5) S 00°26'56" E for 24.683 meters (80.98 feet); 6) S 02° 16'29" E for 25.578 meters
(83.92 feet) to a point on the most Southerly boundary of said TRACT 1; thence along said
boundary, N 45°39'37" W for 35.035 meters (114.94 feet); thence N 52°31'38" E for 19.437 meters
(63.77 feet); thence N 02'16'29".W for 77.346 meters (253.76 feet); thence N 00°30'18" W for
22.762 meters (74.68 feet); thence N 89°29'43" E for 6.475 meters (21.24 feet); thence -
N00°30'14" W for 10.300 meters (33.79 feet) to a point on the North boundary of the aforesaid
TRACT 2; thence along said boundary, N 87°42'40" E for 2.315 meters (7.60 feet) to the POINT
OF BEGINNING.
Containing 1401.6 square meters (15087 square feet), more or less.
Danny L. Polk, PUS - 08/18/97
Post, Buckley, Schuh & Jernigan, Inc.
98- 754
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EXHIBIT B
PARCEL 702
PROJECT 87100-2611
That part of TRACT 1, RIVERSIDE PLAZA as recorded in Plat Book 139, Page 43, of the Public
Records of Dade County, Florida and being a portion of Section 37, Township 54 South, Range 41
East.
More particularly described as follows:
Commence at the most Southerly corner of said TRACT 1; thence along the Southerly boundary of
said TRACT 1, N 45 °39'37" W for 35.035 meters (114.94 feet) to the POINT OF BEGINNING;
thence continuing along said Southerly boundary, N 4503937" W for 23.509 meters (77.13 feet);
thence N 43 *52113" E for 44.421 meters (145.74 feet); thence S 02° 16129" E for 36.658 meters
(120.27 feet); thence S 52-31380 W for 19.437 metes (63.77 feet) to the POINT OF BEGINNING.
:.
Containing 813.3 square meters (8754 square feet), more or less.
Danny L. Polk, PLS - 08/18/97
Post, Buckley, Schuh & Jernigan, Inc.
98- 754
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 the State of Florida
Department of Transportation, with offices at the 1000 NW 111 Avenue, Miami,
Florida 33172 (the "Purchaser'). The Parties hereby agree that Seller shall sell
and Purchaser shall buy the following property upon the following terms and
conditions:
RECITALS
A. Seller is the owner of the real property legally described as Tracts 1
and 2 of RIVERSIDE PLAZA, as recorded in Plat Book 139, Page 43, of the Public
Records of Dade County, Florida (the "MRC Property').
B. Purchaser requires a strip of land of the MRC Property, consisting of
approximately 15,087 square feet, for use as a right-of-way in connection with the
Southwest 2nd Avenue Bridge Reconstruction Project (the "Project").
C. Seller is willing to sell to Purchaser said strip of land, as more
particularly described in Attachment "A" attached hereto, and Purchaser wishes to
purchase said land from Seller, for the purposes, and subject to the terms and
conditions set forth in this Agreement.
Now, therefore, in consideration of the mutual covenants set forth herein, the
parties agree as follows:
1. RECITALS
The recitals are true and correct, and are hereby incorporated into and made
a part of this Agreement.
2. PURCHASE AND SALE
In consideration of the Purchase Price, and subject to the terms and
conditions set forth in this Agreement, Seller agrees to sell and Purchaser
agrees to buy the property legally described in Exhibit "A' attached hereto
and made a part hereof (the "Property").
3. USE OF PROPERTY
The Property shall be used by Purchaser solely for the purposes of
constructing the Project. In the event that Purchaser fails to construct or
complete the Project, then Purchaser shall immediately convey the Property
back to the Seller and at its sole cost and expense shall restore the Property
to the condition existing on the date of the conveyance to the Purchaser.
This provision shall survive the closing and shall be binding upon Purchaser,
and Purchaser's successors and assigns.
98- 754
4. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept for the Property
the sum of seven hundred seventy-eight thousand dollars and 00/100
($778,000) (the "Purchase Price"). The Purchase Price shall be payable as
follows:
At Closing, (as hereinafter defined), the Purchase Price, (increased or
decreased by adjustments, credits, prorations, and expenses as set forth in
Section 12 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.
5. 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 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.
6. 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.
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
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98 - 754
use of the Prc,, -rty, relating pollution, the protectioi, 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.
Purchaser acknowledges and agrees that it has been given the opportunity to
inspect all relevant documents and records of the Seller as they relate to the
Property, including the reports prepared by LAW Engineering at the time
Seller purchased 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
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98- 754
indirect, knov, __ or unknown, foreseen or unforeseen, ,vhich 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.
7. 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. Within
twenty-one (21) days after the Effective Date, Purchaser shall notify Seller in
writing of any matters which 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: (i) 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.
8. 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 6 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:
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98- 754
(1) _ archaser hereby acknowledges that �, ,iler 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
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.
9. 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.
10. CLOSING DATE
Closing shall take place within thirty (30) days 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 7 hereof, then
Seller shall have the right to extend the Closing date set forth herein.
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98- 754
11. 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 Purchase Price as provided
for in Section 4 hereof.
12. 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 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.
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98- 754
3) —.her Taxes, Expenses, Interest, Etc: i'axes (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:
(1) all inspection and environmental testing costs;
(ii) all recording charges, filing fees payable in connection
with the transfer of the Property hereunder;
(iii) any and all costs, if any, incurred by Seller in connection
with the sale of the property to Purchaser.
(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.
13. 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.
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98- 754
C) Neithe. ,arty 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.
14. 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.
15. RELEASE
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.
16. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between
Purchaser and Seller is an important component of the Purchaser's
acquisition of the Property particularly as it relates to 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 2nd Avenue, 3rd Floor
Miami, Florida 33130
Telephone (305) 416-1451
17. 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:
g 98- 754
Seller
Purchaser
Donald H. Warshaw, City Manager Director
City of Miami State of Florida
444 SW 2nd Avenue, loth Floor Department of Transportation
Miami, Florida 33130 1000 NW I l I Avenue
Miami, FL 33172
Copies To
Dena Bianchino
City of Miami
Office of Asset Management
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Telephone (305) 416-1451
Fax (305) 416-2156
Alejandro Vilarello
City Attorney
c/o Julie O. Bru, ACA
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
Telephone (305) 416-1800
18. 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.
19. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and
their successors in interest.
20. GOVERNING LAW
This Agreement shall be governed according to the laws of the State of
Florida and venue shall be in Miami -Dade County, Florida.
21. 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.
22. 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
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98- 754
Agreement, t._ _ prevailing party on any issue in any auch 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.
23. 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.
24. SURVIVAL OF REPRESENTATIONS/WARRANTIES
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.
25. 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.
26. 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.
27. 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.
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.
ILI
98- 754
29. CITY APPROVAL OF PROJECT
Purchaser acknowledges that Seller, as an abutting property owner and as
the local governmental agency, has a vested interest in the design and
construction of the Project. Purchaser further acknowledges that the -�_r� i
construction of the Project will have a substantial impact on the conduct �(4 5ekr5
the use of the MRC Property and consequently on Seller, its employees and buG1'(Y'S£
residents of the City of Miami. Therefore, Purchaser agrees that Seller shall a4XI
have: (i) the right to provide input as to the design and aesthetics of the
Project, including, but not limited to, retaining wall finishes, design,
maintenance and use of areas under the bridge, landscaping, and lighting;
(ii) the right to approve the design, construction, aesthetics, and related
appurtenances of the portion of the Project that will provide vehicular and
pedestrian access to the MRC Property, including, but not limited to, the
stairs and platform that will access the riverwalk. Seller and Purchaser
agree to use their best efforts to reach an agreement on any issue requiring
Seller's approval, as herein provided. Purchaser shall, at its sole cost, ensure
that during the construction of the Project there shall be vehicular and
pedestrian access to the MRC Property through SW 2 Avenue. Additionally,
Purchaser, at its sole cost, shall take such steps as may be requested by
Seller, or as may otherwise be necessary to facilitate traffic patters during
construction, including, but not limited to, providing additional signage along
detour routes and providing an education program to inform the public and
Seller's employees of construction detour routes, including the placing of an
ad on NET 9. In furtherance of Purchaser's obligations hereunder,
Purchaser shall prepare, and submit to Seller for its approval, a
Maintenance of Traffic Plan, addressing these issues in a manner reasonably
satisfactory to Seller.
30. ACCESS TO TRACT 1
Seller acknowledges that the Project, as presently designed, will not provide
vehicular access to the portion of the MRC Property known as Tract 1 of
RIVERSIDE PLAZA. Seller further acknowledges that the Purchase Price
includes Seller's compensation for the anticipated cost of constructing such
access should Seller elect to do so. Purchaser represents and covenants with
Seller that if at any time in the future Seller, or Seller's successors, wish to
have vehicular access to Tract 1, Purchaser shall take all measures, and
shall do all things necessary, to ensure such access is available, at Seller's
cost and expense. This provision shall survive the Closing and shall be
binding upon Purchaser and Purchaser's successors and assigns.
31. CITY IMPROVEMENTS ON PROPERTY
Purchaser, at its sole cost and expense, shall be responsible for ensuring that
the sprinkler system which is located on the Property is properly removed so
as not to affect the sprinkler systems located on the remainder part of the
Tracts 1, 2 and 3 of RIVERSIDE PLAZA as recorded in Plat Book 139, Page
43, of the Public Records of Dade County, Florida. Seller shall have the right
to approve the contractor performing any work on the sprinkler system.
Additionally, upon request of Seller, Purchaser, at its sole cost and expense,
58- 754
shall relocate gees on the Property to the MR, Property, Tract 3 of
RIVERSIDE PLAZA, or other property owned by Seller. Purchaser, at its
sole cost and expense, shall further be responsible for paying any and all
costs to make the remainder of Seller's property whole including but not
limited to the relocation of any and all utilities which may be located on the
Property.
32. TEMPORARY RIGHT OF ACCESS
At Closing, Seller agrees to execute a Temporary Right of Access Agreement
("Access Agreement"), in a form acceptable to the City Attorney, to permit
Purchaser and its employees, agents, contractors, consultants,
subcontractors or anyone directly or indirectly employed by any of the
aforementioned, the right to enter upon the property more particularly
described in Attachment "B" attached hereto and made a part hereof, for the
sole purpose of properly staging construction equipment, materials and
supplies which are to be utilized for construction activities for the Project.
The Access Agreement shall be for a term of three years or until construction
of the Project is complete, whichever is earlier. The Access Agreement shall
provide for indemnification of Seller by Purchaser, to the extent permitted by
law, against any and all costs or liability arising from, or relating to,
Purchaser's use of the property described therein, and Purchaser's obligation
to restore the property to its condition prior to Purchaser's access thereto.
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 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.
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
"SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
on:
Donald H. Warshaw, City Manager
12
98- 754
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello, City Attorney GUA
ATTEST:
Witness
Print Name
"PURCHASER"
Executed by STATE OF FLORIDA,
Department of Transportation:
10
Print Name
13
98- 754
PARCEL 120
ATTACHMENT A
PROTECT 87100-2611
That part of TRACTS 1 and 2, RIVERSIDE PLAZA as recorded in Plat Book 139, Page 43, of the
Public Records of Dade County, Florida and being a portion of Section 37, Township 54 South,
Range 41 East.
More particularly described as follows:
BEGINNING at the Northeast corner of said TRACT 2; thence along the East boundary of said
TRACTS 2 and 1 also being the Westerly right-of-way line of S.W. 2nd Avenue, the following six
(6) courses: 1) S 02° 15'35" E for 4.550 meters (14.93 feet); 2) S 02' 16'29" E for 7.338 meters
(24.07 feet); 3) S 87°431I" W for 0.838 meters (2.75 feet); 4) S 02°16'29" E for 84.723 meters
(277.96 feet); 5) S 00°26'56" E for 24.683 meters (80.98 feet); 6) S 02016'29" E for 25.578 meters
(83.92 feet) to a point on the most Southerly boundary of said TRACT I; thence along said
boundary, N 45°3937" W for 35.035 meters (114.94 feet); thence N 52°31'38" E for 19.437 meters
(63.77 feet); thence N 02"I6'29".W foe-77.346 meters (253.76 feet); thence N 00°30'18" W for
22.762 meters (74.68 feet); thence N 89°2943" E for 6.475 meters (21.24 feet); thence
N00 ° 30' 14" W for 10.300 meters (33.79 feet) to a point on the North boundary of the aforesaid
TRACT 2; thence along said boundary,. N 87'4T40" E for 2.315 meters (7.60 feet) to the POINT
OF BEGINNING.
Containing 1401.6 square meters (15087 square feet), more or less.
Danny L. PoIk, PLUS - 08/18/97
Post, Buckley, Schuh & Jernigan, Inc.
98-- 754
CITY OF MIAMI, FLORIDA 22
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members DATE : ���_ ` ! '4 �1� FILE
of the City Commission
SUaJECr : SW 2 Avenue Bridge
Reconstruction
FROM:
UJO H. Warshaw REFERENCES: City Commission Meeting
City Manager ENCLOSURES: July 14, 1998
RECOMMENDATION:
The Administration recommends that the City Commission adopt the attached Resolution
authorizing the conveyance of approximately 15,087 square feet of City -owned real
property located at approximately 444 SW 2 Avenue, the Miami Riverside Center,
hereinafter referred to as Parcel 120 as shown in Attachment "A" attached hereto (the
"Property"), to the Florida Department of Transportation for use as right-of-way in
connection with the Southwest 2 Avenue bridge reconstruction, at a total sale price of
$778,000. This Resolution also authorizes the City Manager to execute a purchase and sale
agreement ("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. The City Manager shall be further authorized to execute, at
closing, a Temporary Right of Access Agreement (the "Access Agreement") to permit FDOT
to utilize approximately 8,754 s.f. of City -owned land, hereinafter referred to as Parcel 702
as shown in Attachment "A" attached hereto, for the sole purpose of properly staging
construction equipment, materials and supplies which are to be utilized for construction
activities in connection with the construction of the SW 2 Avenue bridge. This Access
Agreement shall be for a period of three years or until completion of the construction,
whichever is earlier, and shall provide for consideration to be paid in the form of
improvements to the riverwalk.
BACKGROUND:
FDOT is finalizing plans for reconstruction of the SW 2 Avenue bridge to provide for the
widening of the bridge to four lanes. In order to effectuate the bridge improvements, it is
necessary for FDOT to acquire approximately 15,087 s.f. of City -owned real property.
FDOT further requires use of additional land for use as a staging area during construction.
FDOT has estimated the construction period to last three years which construction shall
commence on or about April, 2000. FDOT has agreed to pay consideration for the use of
the staging area in the form of improvements to the riverwalk including access to the
riverwalk from the bridge and construction of the riverwalk under the bridge. FDOT shall
be required to restore the staging area to the same condition it was prior to such use.
98- 754
The Honorable Mayor and Members
of the City Commission
Page 2
The Office of Asset Management obtained an appraisal of the Property. The fair market
value of the land as determined by the appraiser, and agreed to by FDOT, is $528,000 or
$34.98 s.f. This price per square foot is slightly greater than the $34.69 recently received
by the City in its sale of Tract 3 to the Department of Offstreet Parking. FDOT has further
agreed to_ pay the City $250,000 in damages. The damage amount represents the
estimated cost to provide access to Tract 1 from 2nd Avenue in the event same shall become
necessary in the future..
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98- 754
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