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HomeMy WebLinkAboutR-97-0648J-97-663 9/16/97 RESOLUTION NO. 9 7- 6 4 S A RESOLUTION, WITH ATTACHMENT(S), APPROVING THE SALE TO THE U. S. GENERAL SERVICES ADMINISTRATION (GSA) OF A CERTAIN PARCEL OF LAND COMMONLY KNOWN AS LOT 10, AND LEGALLY DESCRIBED IN THE CONTRACT ATTACHED HERETO AS EXHIBIT "A", AS PART OF THE SALE OF A LARGER PARCEL OWNED. BY THE DEPARTMENT OF OFF-STREET PARKING (DOSP), FOR A PURCHASE PRICE OF $53.00/SQUARE FOOT; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY AND DOSP, AUTHORIZING AND DIRECTING DOSP TO SELL THE PROPERTY, ON THE CITY'S BEHALF, AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE NECESSARY DOCUMENT(S), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE REQUIRED TO CONSUMMATE THE SALE TO GSA. WHEREAS, the City of Miami (the "City") and the Department of Off -Street Parking. of the City of Miami ("DOSP"), entered into an agreement dated June 17, 1997 (the "Agreement"), pursuant to which the City conveyed to DOSP, by Quit Claim 'Deed, legal title to the real property known as Lot 10, and legally described in the agreement attached hereto as Exhibit "A" (the "Property"); and WHEREAS, both the Agreement and the Deed contain a restriction which causes title to the Property to revert to the City in the event that the Property ceases to be used by DOSP as a parking lot, except that upon written directive, rather than the title to the Property reverting to the City, the City may direct DOSP to convey the Property to a third party, as the City's agent, whereupon DOSP shall receive the sum of $477,000 from the closing proceeds; and f11 , CITY COIVI MSSION KEETI.NG OF 9EP 2 3 1997 R88WUfi= No. 97- 648 • • WHEREAS, DOSP has advised the City that it is negotiating with GSA, the sale of a parcel of land, which includes the Property at a price of $53.00/square foot, and in order to consummate the sale, the consent and authorization of the City is required; and WHEREAS, DOSP has submitted to GSA its offer to sell the Property, under the terms and conditions of a Contract to Sell Real Property, a copy of which is attached hereto as Exhibit "B", subject to the approval of the City Commission and the Board of Directors of DOSP; 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 to the U.S. GSA of the parcel of land known as Lot 10, as described in the Agreement attached hereto as Exhibit "A", for the purchase price of $53.00/square foot, is hereby approved. Section 3. The City Manager is hereby authorized to execute an agreement, in substantially the attached form, between the City and DOSP, authorizing and directing DOSP to sell the Property on behalf of the City, under the terms and conditions set forth in the Contract to Sell Real Property, attached hereto as Exhibit "B". z 97- 648 • L_I Section 4. The City Manager is hereby further authorized' to execute the necessary documents, in a form acceptable to the City Attorney, to consummate the sale to GSA. Section 5. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 23rd day of September, 1997. ATTEST: ALTER J. 0 CITY CLERK PREPARED AND APPROVED BY: A/L "', - OLG AMIREZ-S JA ASSISTANT CITY ATT U NEY APPROVED AS TO FORM AND CORRECTNESS: A/. OL)(ftN JgNgS, III CITY ATTO N Y W 1880:csk:ORS ' 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- 9 1- 648 AUTHORIZATION TO SELL PROPERTY This Agreement is made and entered into this day of , 1997 by and between the City of Miami, a municipal corporation of the State of Florida ("City") and the Department of Off -Street Parking of the City of Miami ("DOSP"). RECITALS A. The City and DOSP entered in to an agreement dated as of June 17, 1997 (the "Agreement") , pursuant to which the City conveyed to DOSP, by Quit Claim Deed recorded in Official Records Book , page , of the public records of Dade County, Florida, (the "Deed"), legal title to the real property legally described as follows (the "Property"). Lots 5 and 6 less North 10 feet, and Lots 16, 17, 18, 19 & 20 in Block 77 North, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book B, Page 41 of the Public Records of Dade County, Florida (the "Property"). B. Both the Agreement and the Deed contain a restriction which causes title to the Property to revert to the City in the event that the Property ceases to be used by DOSP as a parking lot; except that, at the City's written request, rather than the title to the Property reverting to the City, the City may direct DOSP to convey the Property to a third party, as the City's agent, whereupon DOSP shall receive the sum of $477,000 from the closing proceeds. C. DOSP has advised the City that it is negotiating with the General Services Administration ("GSA"), the sale of a parcel of land, which includes the Property, at a price of $53.00/square foot, and in order to complete the sale, DOSP requires the City to consent to, and authorize the sale of the Property by DOSP to GSA, as agent for the City. D. The City wishes to sell the Property to GSA and, accordingly, wishes to authorize and direct DOSP to do so, subject to the provisions of this Agreement. NOW, THEREFORE, in consideration of the foregoing, and for other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: l . RECITALS. The foregoing recitals are true and correct and are hereby incorporated in this Agreement by reference. 2. AUTHORIZATION TO SELL. The City hereby authorizes and directs DOSP to sell the Property to GSA, under the terms and conditions set forth in the Contract to Sell Real Property attached hereto as Exhibit "A". The City acknowledges that the Contract to Sell Real Property includes a larger parcel, of which the Property is a part, and that the sale of the Property is contingent upon the sale of the larger parcel. The City authorizes DOSP to execute all documents and perform all acts, as the City's agent and on the City's behalf, to effectuate the sale 97- 648 of the Property to GSA, provided however, that in no event shall the Property be sold for less than $53/sq.ft. This authorization shall become null and void in the event that the sale of the Property is not completed by December 15, 1997, . unless the City consents to an extension, in writing. At the request of GSA, the City shall join in the execution of the deed, or any other documents required to transfer legal title of the Property to GSA. 3. PAYMENT OF PURCHASE PRICE. DOSP is authorized to receive the proceeds of the sale of the Property as agent for the City and on the City's behalf, and shall simultaneously therewith transfer to the City, via wire transfer, all of the closing proceeds, excluding only the amount of $477,000, which DOSP is entitled to return under the Agreement and the Deed. All adjustments to the purchase price resulting from credits or debits under the Contract to Sell Real Property shall be subject to City's approval. Failure to obtain City's approval to any such adjustment shall make the adjustment ineffective as between City and DOSP, which shall be required to transfer to the City the proceeds of the sale as if the adjustment had not been made. City shall not unreasonably withhold or delay its approval to adjustments to the purchase price. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth above. Attest: Walter Foeman, City Clerk STATE OF FLORIDA ) SS: COUNTY OF DADE ) CITY OF MIAMI, a municipal corporation Edward Marquez, City Manager The foregoing instrument was acknowledged before me this day of September, 1997 by Edward Marquez, as City Manager of City of Miami, a municipal corporation. He/she is ( ) personally known to me or ( ) has produced as identification and did take an oath. NOTARY PUBLIC 9'7- 648 2 t • Signed, sealed and delivered in the presence of (.Print or Type Name) (Print or Type Name) STATE OF FLORIDA ) SS: COUNTY OF DADE ) DEPARTMENT OF OFF-STREET PARKING Clark Cook, Executive Director .The foregoing instrument was acknowledged before me this day of September, 1997 by Clark Cook, as Executive Director of The Department of Off -Street Parking City of Miami. He/she is ( ) personally known to me or ( ) has produced as identification and did take an oath. APPROVED AS TO FORM AND CORRECTNESS: A. Quinn Jones, III City Attorney NOTARY PUBLIC 3 97- 648 1 -97 MON 12:17 PM CoNTFtaC1 zor-"Allah, P. 03/03 The undersigned, hereinafter called the ' 1 or.' who represents that he (she) (it) is the ow1W the real property described below, hereby. for himself (herself) (jtself), his (her) hairs, executors, administrartors (its). successors and assigns, agrees to convey to the United States of America and its assigns, in accordance with the terms and conditions sat forth herein, the land, together with the buildings and improvements thereon, unless specifically excepted, and all rights, hereditaments, easements, and appurtenances thereto. The real property which the Vendor agrees to convey to the United States of America and its assigns is located in: CITY COUNTY STATE Miami Dade I Florida si Nroiwn Ov VW attscMd obt and mate Wroeulsrfy dWrie,e ss folbws: Lots 4,5,6,7,8, and 9 less North 10 feet, and lots 16, 17, 18, 19, and 20 in block 77 North, City of Miami, according to the plat thereof, recorded in plat book B, page 41 of the public records of Dade County, Florida. The Venda co.enana and peas to convey to Ina unitad 5tates of Arrnanca and ns awpes the indNaaaiefa fee amps title to the above described land subjeet only to fhb folwA** ovuwndir"hu In third owbas: (of •aern'. ao Mate) Sale subject to the approval of the Department of Off -Street Parking Board of Directors, and the members of the City of Miami Cam►ission. The Vendor specifically reaervu and aaeepa to 1101c inq rights " interests in tM ebovepaaoribad property: (R `new'. ao sate) N ne The Venda and tM spouse. ff any. of trw Venda. W aigning below. agrees to On In any dead to the Unned Stelae, and earesa to coolest rid Foal Property te the United Sages or Ameits and is awVna m consideration of Vw Mum of Four million, two hundred thirteen, thousand, five hmdred t,s 4,213,500 rhiM anaunf ahau be pad at aw Wm Vw rift to aw progeny bacons vesa0 in dye t WWW States. The Vendor further agree" brat the United Sates of Annie* shall two _ 60 days to indicate i$ acceptance of ow condact•p►kt am Vw arms and conditions tweln. by tt "ng of doinwing a copy of this Contract signed by a duty auOwraw r"ceerntenvs of dr united Staten. to fw vendor at lbw eddreas indicated below. NAME AND ADDRESS OF VENDOR (include street address, city, state S ZIP code) Department of Off -Street Parking of the City of Miami 190 N.E. 3rd Street Mi ', Florida 33132 SIGNEW. SEALED AND DELIVERED THIS DATE: BY. Vendor (Signature) By: Vendor's ACCEPTANCE OF OFFER TO SELL REAL PROPERTY Date: The offer of the Vendor contained herein is hereby accepted for and on behalf of THE UNITED STATES OF AMERICA BY: Contracting Officer (Signature) (Title) FORM 1226 (REV, 3-76) %— 648 'ARMS AND CONDITIONS OF C'OA '. 1. SURVEY WITH PRICE ADJUSTMENT IF LESS ., A. The description of the whichever occurs first the loss or damage shall be home Wb�theV. property is subject to such modifications as may be necessary to conform to a United States may. without liability, refuse to accept conveyance at survey of the property to be made by and at the expense of the United States. in or may elect to accept conveyance based upon an equitable adjw the event that the property to be conveyed has an area less than indicated by the purchase price. dimensions given in the description (clear building space. exclusive of sidewalks, etc.), at the election of the United States an equitable reduction shall be made in the amount of the purchase price. The United States is not obligated to conclude the purchase of an area less than the described. 2. SATISFACTORY TITLE AND TITLE EVIDENCE. In order for the land to be acquired by voluntary conveyance, the title must be satisfactory to the Attorney General of the United States. The United States will defray the expenses incident to the preparation and recordation of the deed and obtaining of title evidence. In the event that the title to the property should be unsatisfactory, the Vendor agrees to deliver or cause to be delivered to the United States, at the Vendor's expense, such deeds. releases, affidavits, or other title instruments as the Attorney General may require to cure the title defects. Should the Vendor fail to cure the title defects within sixty (60) days (or such extended period as the Attorney General may allow) after receipt of written notice of such defects, the United States may elect either to terminate this contract by giving written notice of termination to the Vendor. or it may condemn the property as provided in paragraph 4 hereof. If the United States should give such notice of termination, the contract and the obligations incurred thereunder shall be deemed terminated as of the date of such notice without liability by the United States. b. The title when conveyed to the United States shall be clear of all mineral rights and interests, easements, restrictions, and leases, except those which may be acceptable to the United States. All judgments, taxes. assessments, liens or encumbrances of any sort existing or inchoate, shall be satisfied. However, it shall not be necessary to discharge liens and mortgages until such time as the transfer of title to the Government is made. The Vendor will be reimbursed by the United States for the pro rate portion of prepaid real property taxes which are allocable to a period subsequent to the date of vesting title in the United Sates. or the effective date of possession of the property by the United States. whichever is earlier. The United States will defray the penalty costs for prepayment of any preexisting recorded mortgage entered into in good faith encumbering the property. 3. DEED. Title to the property shall be conveyed to the United States by a general warranty deed, which shall to :atisfactory to the Attorney General, except th.st instruments of conveyance by states, municipal corporations, fiduciaries. and persons acting solely in a representative capacity need not contain general warranty covenants, if otherwise satisfactory to the Attorney General. The purchase price recited in the deed shall be the actual consideration paid by the United States. The deed will be prepared by the United States and recorded at Its own expense. The Vendor shall, however, obtain and affix to the deed documentary revenue stamps required by law. The Vendor will be reimbursed by the United States for such transfer taxes. 4. CONDEMNATION PROCEEDINGS. The United States has the right to acquire the property by institution of condemnation proceedings in the appropriate Federal court having jurisdiction. The Vendor agrees to cooperate with the United States in the prosecution of such condemnation proceedings and expressly consents that this contract to sell real property can be used as a basis for stipulation therein for the purpose of fixing the just compensation of the property. The Vendor further agrees that any and all awards of just compensation that may be determined by judgment of the court nn behalf )f any and all persons. corporations, or associations, other than the Vendor, shall be deducted from the purchase price, and the Vendor consents to the entry of such judgments. if any, and to accept the remaining balance as full and just compensation for the taking of Me property described. 5. DIMINUTION IN VALUE, LOSS OR DAMAGE. The Vendor agrees not to do. or permit others to do, any act by which the value of the subject property may be diminished or whereby the title to the property may be encumbered. The Vendor further agrees that if any loss or damage to the property, or to any part thereof. should occur from fire or acts of God or any other cause prior to the vesting of satisfactory title to the property in the United States or delivery of possession, 8. ENTIRE SITE TO BE ACQUIRED. If the property described in this contract is composed of more than one parcel of land, the United States shall be under no obligation to acquire any parcel until the Attorney General shall have rendered a favorable opinion on the title to all the parcels embraced in the entire tract Where the United States determines that a portion of the property shall be acquired by condemnation proceedings, as provided in paragraph 4, the United States shall not be required to conclude the purchase of any parcel until the entire tract has been acquired. 7. ATTEMPTED VARIATIONS. No variation or departure from the terms of this contract will be binding on the United States unless previously agreed upon in writing by the Administrator of General Services or his duty authorized representative. 8. OFFICIALS NOT TO BENEFIT. No Member of or Delegate to Congress. or Resident Commissioner, shall be admitted to any share or part of this contract or to any benefit that may arise thereupon: but this provision shall not be construed to extend to the contract if made with a corporation for its general benefit 9. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Vendor for the purpose of securing business. For breach or violation of this provision, the United States shall have the right to annul this contract without liability or in its discretion to deduct from the contract price the full amount of such commission, percentage, brokerage, or contingent fee. 10. EXAMINATION OF RECORDS. The Vendor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three (3) years after final payment under this contract have access to and the right to examine any directly pertinent books, documents. papers, and records of the Vendor involving transactions related to this contract 11. CLEARING OF SITE. In the event the Vendor reserves the .fight to remove buildings or other improvements from the site, the Condition 11 shall apply. a. The Vendor agrees, without expense to the United 'States and to the satisfaction of the custodian of the site, to remove the said buildings or other improvements down to ground level, and also to remove all tracks, poles. and wires (overhead or underground), all gas. water, and heating pipes, ducts. conduits, etc.. and sewers crossing the site. or, in lieu of removal thereof, to plug at the lot lines any such pipes, ducts, conduits, or sewers. b. Immediately after title to the land shall have vested in the United States (or if removal of reserved buildings or other improvements shall have created a dangerous condition, then immediately after such condition is created). the Vendor agrees, without expense to the United States, to rail off or cover, to the satisfaction of the custodian of the site, all open wells, cellars, or other excavations on the site. c. Prior to the payment of the purchase price to the Vendor for the land, the Vendor agrees to furnish a good -and sufficient bond in such amount as the United States may deem appropriate, guaranteeing the performance of all of the obligations of the Vendor relating to site clearance set forth above. d. If the Vendor fails to comply with any of the obligations set forth in subparagraphs a, b, and c of these Special Provisions, the Unitad States, or its duly authorized representative, may perform the work, sell or dispose of any buildings or other Improvements, or any portion thereof, and collect from the Vendor or the obligors on the bond referred to In subparagraph c. herein, all costs Incurred that are In excess of the proceeds of any such sate. GSA FORM 1226 BACK (REV. 3-75) v7- 648 ; I TO FROM Lj CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM The Honorable Mayor and Members DATE: of the City Commission SUBJECT: Edward Mae City Manager REFERENCES ENCLOSURES: is 19 September 15, 1997 FILE: Sale of Lot 10 to GSA of the Federal Government City Commission Agenda - September 23, 1997 As part of its Financial Recovery Plan, the City of Miami had anticipated the sale of Block 77, also known as Lot 10 ("Lot 10") to the Department of Off -Street Parking (DOSP). DOSP had agreed to purchase the property assuming the City could" provide clear title at time of sale. During the due diligence period, a question arose concerning the ownership of Lot 10. Special Counsel for DOSP concluded that DOSP had equitable title to Lot 10. Consequently, the City conveyed to DOSP, by Quit Claim Deed, legal title to the real property known as Lot 10. However, the Deed contained a restriction which causes title to the property to revert to the City in the event that the property ceases. to be used by DOSP as a parking lot. The only exception is' that at the City's written request rather than the title to the property reverting to the City, the City may direct DOSP to convey the property to a third party. DOSP would act as the. City's agent and shall receive the sum of $477,000 representing DOSP development costs from the closing proceeds. DOSP has negotiated a sales price with General Services Administration of $53.00/square foot. The City's share .in this property is 51,500 square feet which would result in proceeds of $2,252,500 after deducting DOSP's previous expenditures on the property. In order to close the sale, the consent and authorization of the City is required. It is expected that this transaction would be closed by November 30, 1997. It is hereby recommended that the attached agreement directing and authorizing the sale of Lot 10 be approved so that DOSP can proceed with the sale and the City can realize the proceeds due. JLL/DB/mv/memo 105. doc 97- 648 1