Loading...
HomeMy WebLinkAboutR-96-0424RESOLUTION NO. 9 U- 424 A RESOLUTION, WITH ATTACHMENT (S), ACCEPTING THE BID OF LAKE PAUL FOR THE PURCHASE OF CITY -OWNED PROPERTY LOCATED AT 5500 NORTHWEST 17 AVENUE, MIAMI, FLORIDA, AS MORE PARTICULARLY DESCRIBED HEREIN (THE "PROPERTY"), FOR THE SUM OF TWENTY FIVE THOUSAND DOLLARS ($25,000); AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT OF PURCHASE AND SALE, IN SUBSTANTIALLY THE ATTACHED FORM, WITH LAKE PAUL; FURTHER INSTRUCTING THE CITY MANAGER AND CITY ATTORNEY TO TAKE THE NECESSARY STEPS TO EFFECTUATE THE SALE OF SAID PROPERTY. WHEREAS, pursuant to Motion 95-866.1, the Office of Asset Management issued an Invitation to Bid for the sale of City -owned property located at 5500 Northwest 17 Avenue, Miami, Florida (the "Property"); and WHEREAS, on April 10, 1996, the City received four bids in response to said Invitation to Bid; and WHEREAS, the bid received from Lake Paul in the amount of $25,000 has been deemed the highest responsive bid; I NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY and findings contained in the hereby adopted by reference DESCILEPLiDIRAMN IATTACHMENT i(S) ENDED BY: 4` s5o e o N TA INED .. CITY COMMISSION MEETING OF J U N 1 3 1996 Resolution No. 96- 424 thereto and incorporated herein as if fully set forth in this Section. Section 2. The bid of Lake Paul for the purchase of City -owned property located at 5500 Northwest 17 Avenue, Miami, Florida, more particularly described as Lot 24, Block 13 of FLORAL PARK, according to the Plat thereof, recorded in Plat Book 5, Page 53, of the Public Records of Dade County, Florida, less however the East 10.00 ft . of Lot 24 in Block 13 of FLORAL PARK, according to the Plat thereof recorded in Plat Book S, at Page 5, formerly recorded in Plat Book 5, at Page 53 of the Public Records of Dade County, Florida, and less that part of said Lot 24, which lies within the external area formed by a 5.00 ft. radius arc concave to the northwest, tangent to the south line of said Lot 24, and tangent to a line that is 10.00 ft . west of and parallel to the east line of said Lot 24, in the amount of $25,000, is hereby accepted. Section 3. The City Manager is hereby authorized to execute an Agreement of Purchase and Salel�, in substantially the attached form, with Lake Paul for the sale of said Property. Section 4. The City Manager and City Attorney are hereby instructed to take the necessary steps to effectuate the sale of said Property. i� 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. T 2 ss- 424 shall become effective PASSED AND ADOPTED this 13th day of', ATTEST: NW09XET—ER J. MAN CITY CLE PREPARED ED ARDP RODYIGT DIRECTOR A SET A ME LEGAL REVIEW AND APPROVAL: JUI14-N-10. BRU ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: A. Q011VNjd0)MIII CITY ATrY w833/JOB/kd/BSS 3 VICV-,-XA'10R 1996 71 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Walter Foeman DATE : July 31, 1996 FILE City Clerk SUBJECT : Resolution 96-424 Rodriguez, Director REFERENCES : Asset Management ENCLOSURES: This office received today a copy of Resolution 96-424 regarding acceptance of the bid of Lake Paul for the purchase of the City -owned property located at 5500 NW 17 Avenue. As you may recall, when the City Commission adopted this Resolution, the Commission further directed the City Manager to include a provision within the Purchase and Sale Agreement that the deed of conveyance would contain a reverter provision whereby if 1) the Property is utilized for a homeless shelter, drug rehabilitation center or mental health clinic, or 2) the Property is not brought up to Code or demolished within six months of closing, the property would automatically revert back to the City of Miami. Please note that the Purchase and Sale Agreement attached to said Resolution does not include these conditions. Therefore, I am attaching hereto a copy of the revised Purchase and Sale agreement which includes said provision to be attached to said Resolution. 1f you have any questions, please call me at 416-1450. cc: A. Quinn Jones, III City Attorney -<nry M =i (� �. M rn < m ,;Krn ..0 M W 96- 424 01 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT is entered into this day of , 1995 ("Effective Date"), by and between the parties: City of Miami, Dade County, Florida, a municipal corporation, hereinafter referred to as "Seller," and currently residing/located at hereinafter referred to as the "Purchaser." The Parties hereby agree that Seller shall sell and Purchaser shall buy the following property upon the following terms and conditions: 1. DESCRIPTION OF PROPERTY a) Legal Description Lot 24, Block 13 of FLORAL PARK, according to the Plat thereof, recorded in Plat Book 5, Page 53, of the Public Records of Dade County, Florida, less however the East 10.00 ft. of Lot 24 in Block 13 of FLORAL PARK, according to the Plat thereof recorded in Plat Book 8, at Page 5, formerly recorded in Plat Book 5, at Page 53 of the Public Records of Dade County, Florida, and less that part of said Lot 24, which lies within the external area formed by a 5.00 ft. radius arc concave to the northwest, tangent to the south line of said Lot 24, and tangent to a line that is 10.00 ft. west of and parallel to the east line of said Lot 24 b) Street Address Approximately 5500 NW 17 Avenue, Miami, Florida c) Improvements One-story CBS structure "as is" 2. PURCHASE PRICE AND PAYMENT In consideration of the Purchaser paying the Seller the sum of twenty-five thousand dollars ($25,000), the Seller shall sell the Purchaser the Property. The Purchaser shall pay the Seller, in cash, cashier's check or certified check, the sum set forth herein at the time of closing. 3. BID DEPOSIT The Bid Deposit submitted with Purchaser's bid in the amount of two thousand dollars ($2,000) shall secure the obligation of Purchaser hereunder and shall be held in escrow in accordance with the terms and conditions of this Purchase and Sale Agreement. At Closing, the Bid Deposit shall be credited towards the Purchase Price after payment of all costs involved in the sale of the Property, inclusive of Seller's cost of conducting this competition. 4. INSPECTION PERIOD A) Access to Property Purchaser, its counsel, accountants, agents and other representatives shall have full and continuing access to the Property and all parts thereof, as well as to all relevant documents and records of Seller as they relate to the title, the physical conditions of the 96- 424 q improvements on the Property and the development and operation of the Property (the "Property Data"). Seller has made and will continue to make the Property Data within its possession available to Purchaser for its complete examination. Upon Purchaser giving Seller not less than two (2) business days prior written notice specifying the date and time of Purchaser's arrival, Purchaser shall also have the right to enter upon the Property for the purpose of performing non-destructive, non-invasive surveying, structural tests and studies, and such other similar investigatory work as the Purchaser shall consider appropriate and shall have the further right to make such inquiries of governmental agencies, utility companies and other like parties and to make such feasibility studies and analyses as it considers appropriate. B) Environmental Matters Purchaser shall have a period of thirty (30) calendar days from the date of this Agreement (the "Environmental Inspection Period") to conduct environmental investigation and testing on the Property. In the event that as a result of such investigation and testing it is found that the Property or any portion of it contains a toxic or hazardous waste, substance or material in excess of what is permitted under applicable law (collectively, "Hazardous f Substances") prior to the end of the Environmental Inspection Period Purchaser shall notify Seller in writing and deliver to Seller copies of all written reports concerning such Hazardous Substances (the "Environmental Notice"). The Purchaser and Seller shall have ten (10) business days from the date the Seller receives the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the event that the Purchaser and Seller are unable to reach agreement with respect thereto, the parties shall have the option within ten (10) business days from the date the Seller receives the Environmental Notice to cancel this Agreement by written notice to the other party whereupon (i) all property data and all studies, analysis, reports, plans, abstracts of title and surveys respecting the Property delivered by Seller to Purchaser or prepared by or on behalf of the Purchaser shall be delivered by Purchaser to the Seller; and then (ii) except as otherwise hereafter provided in this Paragraph, the parties shall thereupon be relieved of any and all further responsibility hereunder and neither party shall have any further obligation on behalf of the other. In the event that Purchaser does not elect to cancel this Agreement, it shall close on and accept the Property in its "AS IS" condition. 5. TITLE EVIDENCE Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents including an abstract of title, a title insurance commitment and survey. 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, Seller shall provide copies of same to Purchaser, within seven (7) calendar days of the Effective Date, to assist in Purchaser's title examination and obtaining title insurance. In the event that the Seller's title is unmarketable and/or uninsurable, the Purchaser shall have the following options: a) Allow the Seller thirty (30) calendar days within which to cure the designated defects in title that render the same unmarketable and/or uninsurable, and if the Purchaser chooses this option the Seller agrees to use reasonable diligence in curing said defects, however, Seller shall not be required to bring any action or to incur any expense to cure any title defect or objection. 96- 424 b) If Seller shall be unable to convey title to the Property according to provisions of this Agreement, Purchaser may nevertheless elect to accept such title that Seller may be able to convey with no reduction in Purchase Price. c) Purchaser may terminate this Agreement and the sole liability of Seller shall be to refund the Bid Deposit 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. 6. DISCLAIMER OF WARRANTIES AS TO PROPERTY,• "AS IS" CONVEYANCES 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 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, developability 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. (3) Purchaser acknowledges that Seller has not, does not and shall not make any representation or warranty with regard to compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements including, but not limited to, those pertaining to the handling, generating, treating, storing or disposition of any hazardous waste, substance or material. Purchaser specifically waives, releases and discharges any claim it has or might have against the Seller with respect to the condition of the Property based on noncompliance with any environmental protection laws, rules or regulations. (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 survey 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; and B) The provisions of this paragraph shall survive the closing 96- 424 7. RESTRICTIONS EASEMENTS AND LIMITATIONS The Purchaser shall take title subject to a reverter provision whereby if 1) the Property is utilized for a homeless shelter, drug rehabilitation center or mental health clinic, or 2) the Property is not brought up to building code standards or demolished within six months of closing, the Property will automatically revert back to the City of Miami. 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. 8. CLOSING DATE Closing will take place sixty (60) calendar days after the Effective Date, or within a reasonable time thereafter, at a mutually agreeable time (the "Closing Date"), at the Office of Asset Management located at 444 SW 2 Avenue, Suite 325, Miami, Florida. 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 as set forth herein. 9. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: 1) Special Warranty Deed subject to conditions, restrictions, easements and limitations of record; 2) A Closing Statement. f 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 consummate the transaction contemplated hereby. necessary or advisable to i B) Purchaser's Closing Documents: At Closing, Purchaser shall execute r 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 cash balance of the Purchase Price. 96- 424 10. CLOSING COSTS AND ADJUSTMENTS 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 Proration 1) Real Estate Taxes: The Seller warrants that the Property is f exempt from taxes and accordingly there should be no taxes due. 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. t 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. B) Closing Costs Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. Purchaser shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: (i) all inspection and environmental testing costs, and (ii) all sales, use, personal property taxes or assessments, recording charges, transfer taxes, stamp taxes, filing fees, and all other sales and transfer fees payable in connection with the transfer of the Property hereunder. 11. DEFAULT A) If Seller shall have failed to perform in any material respect any of the covenants and agreements contained herein to be performed by Seller within the time for performance as specified herein (including Seller's obligation to consummate the transactions hereby), Purchaser as and for its sole and exclusive remedies shall be entitled to either (i) elect to terminate this Agreement and receive the return of the Bid Deposit; 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 Purchaser shall have failed to perform in any material respect any of the covenants and agreements contained herein to be performed by Purchaser within the time for performance as specified herein (including Purchaser's obligation to consummate the transactions contemplated herein), Seller, as and for its sole and exclusive remedy, shall 96- 424 W retain the Bid Deposit, as liquidated damages and not as a penalty for forfeiture, actual damages being difficult or impossible to measure. C) Neither party shall be entitled to exercise any remedy for a default by the other party, except failure to timely close, until (i) such party has delivered to the other notice of the default and (ii) a period of ten business (10) days from and after delivery of such notice has expired with the other party having failed to cure the default. 12. RISK OF LOSS The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty, or acts of God, as of the date of execution of this Agreement. 13. RELEASE AND INDEMNIFICATION Purchaser and anyone claiming by, through or under Purchaser hereby fully and irrevocably release Seller, its employees, officers, directors, representatives, agents, successors and assigns (collectively the Seller) from any and all claims that it may now have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects, errors, omissions or other j conditions, including, but not limited to, environmental matters, affecting the Property, or ' any portion thereof. Purchaser hereby agrees to indemnify, defend and hold harmless the Seller from and against any and all costs, expenses, damages, losses, claims and liabilities (collectively "Losses") incurred by the Seller in connection with any actions or inactions relating to the Property that occur or arise after the Closing unless such Losses result from Seller's direct actions. This obligation of Purchaser shall survive Closing. 14. 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. 15. 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 City of Miami City Manager 3500 Pan American Drive Miami, FL 33133 Purchaser Mr. Lake Paul and wife 6742 NW 6 Avenue Miami, FL 33150 95- 424 } 4� Copy To City of Miami Office of Asset Management 444 SW 2 Avenue, Suite 325 Miami, FL 33130 16. 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. 17. BINDING EFFECT This Agreement shall bind and inure to the benefit of the parties hereto and their successors in interest. Purchaser may not assign or pledge this Agreement. 18. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue shall be in Dade County, Florida. 19. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. 20. 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 parties hereto. 21. ATTORNEY'S COSTS In the event that it becomes necessary for Seller to institute legal proceedings to enforce the provisions of this Agreement, Purchaser shall pay Seller's court costs and attorney(s)' fees. 22. 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. r`a§� 2 PURCHASER'S REPRESENTATIONS If Purchaser is a corporation, the person executing this Agreement upon behalf of Purchaser represents that he or she is duly authorized to do so, and the following shall be delivered to Seller upon Purchaser's execution of this Agreement: (i) A copy of the Certificate of Incorporation (ii) A copy of the filing receipt (iii) A duly signed and dated corporate resolution giving specific authority to enter into this Agreement and purchase the Property, and designating the authorized signatory or signatories (iv) A copy of the current Certificate of Corporate Good Standing If Purchaser is a general or limited partnership, the person executing this Agreement on behalf of Purchaser represents that he or she is duly authorized to do so, and the following shall be delivered to Seller upon execution of this Agreement: (i) Copies of all partnership agreement(s) and amendments thereto, if any. (ii) A list of the names and addresses of all partners specifying whether each is a general or limited partner, accompanied by affidavit that the information listed is current, true and correct (iii) Proof of authority of the party executing this Agreement on behalf of the partnership. If Purchaser is a trust, the person executing this Agreement on behalf of the Purchaser represents that he or she is duly authorized to do so, and the following shall be delivered to Seller upon execution of this Agreement: (i) Copies of the declaration of trust and all amendments thereto, if any (ii) A list of the names and addresses of the current trustees and beneficiaries of the trust (iii) Proof of authority of the party executing this Agreement on behalf of the trust. 24. SURVIVAL OF REPRESENTATIONSMARRANTIES 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. NO RECORDING Neither this Agreement nor any memorandum or evidence hereof shall be recorded in any public records by Purchaser. If so recorded by Purchaser, this Agreement shall be deemed ipso facto canceled and terminated, the Bid Deposit shall thereupon be retained by Seller as liquidated damages for such default, and Purchaser shall have no further interest in the Property, pursuant to this Agreement or otherwise. 96- 424 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. Dated the date first written above. PURCHASER: By: Lake Paul wife Date: SELLER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Cesar H. Odio City Manager Date: 96- 424 AG EM N F PURCHASE AND SALE THIS AGREEMENT is entered into this day of Date"), by and between the parties: City of Miami, Dade Co corporation, hereinafter referred to curre y hereinafter (erred The Parties hereby agree that Seller shall sell and P chaser property upon the following terms and conditions: 1. DESCRIPTION OF PROPERTY a) Legal Description f_, 1995 ("Effective ty, Florida, a municipal "Seller," and residing/located at to as the "Purchaser." shall buy the following Lot 24, Block 13 of FLORAL P K, according to the Plat thereof, recorded in Plat Book 5, Page 53, of the Public R 'ords of Dade County, Florida, less however the East 10.00 ft. of Lot 24 in Block 1 of FLORAL PARK, according to the Plat thereof recorded in Plat Book 8, at Page . • formerly recorded in Plat Book 5, at Page 53 of the Public Records of Dade County lorida, and less that part of said Lot 24, which lies within the external area for d by a 5.00 ft. radius arc concave to the northwest, tangent to the south line of § id Lot 24, and tangent to a line that is 10.00 ft. west of and parallel to the east lin(of said Lot 24 b) Street Address Approximately, 500 NW 17 Avenue, Miami, Florida c) Improvemelits One-story,,BS structure "as is" 2. PURCHA In considi dollars ($25,000), the Seller, in cas' closing. I 3. BID P Don of the Purchaser paying the Seller the sum of twenty-five thousand ie Seller shall sell the Purchaser the Property. The Purchaser shall pay cashier's check or certified check, the sum set forth herein at the time of T Bid Deposit submitted with Purchaser's bid in the amount of two thousand ( ,000) shall secure the obligation of Purchaser hereunder and shall be held in accordance with the terms and conditions of this Purchase and Sale Agreement. At Closing, the Bid Deposit shall be credited towards the Purchase Price after �t of all costs involved in the sale of the Property, inclusive of Seller's cost of ing this competition. INSPECTION PERIOD A) Access to Property Purchaser, its counsel, accountants, agents and other representatives shall have full and continuing access to the Property and all parts thereof, as well as to all relevant documents and records of Seller as they relate to the title, the physical conditions of the 96- 424 V '1. improvements on the Property and the development and operation of the Property he "Property Data"). Seller has made and will continue to make the Property Data wi n its possession available to Purchaser for its complete examination. Upon Purcha giving Seller not less than two (2) business days prior written notice specifying the date/Ad time of Purchaser's arrival, Purchaser shall also have the right to enter upon the Pr erty for the purpose of performing non-destructive, non-invasive surveying, structural ti is and studies, and such other similar investigatory work as the Purchaser shall consid inappropriate and shall have the further right to make such inquiries of governme l agencies, utility companies and other like parties and to make such feasibility studies and analyses as it considers appropriate.) B) Environmental Matters Purchaser shall have a period of thirty (30) calenc days from the date of this Agreement (the "Environmental Inspection Period") to coad'bct environmental investigation and testing on the Property. In the event that as a resultf-f such investigation and testing it is found that the Property or any portion of it contains X/toxic or hazardous waste, substance or materialin excess of what is permitted under liplicable law (collectively, "Hazardous Substances") prior to the end of the Environmentaynspection Period Purchaser shall notify Seller in writing and deliver to Seller copies of all,4ritten reports concerning such Hazardous Substances (the "Environmental Notice"). T Purchaser and Seller shall have ten (10) business days from the date the Seller receJ es the Environmental Notice to negotiate a mutually agreeable remediation protocol.ii the event that the Purchaser and Seller are unable to reach agreement with respect thAreto, the parties shall have the option within ten (10) business days from the date the SeP6 receives the Environmental Notice to cancel this Agreement by written notice to the Mier party whereupon (i) all property data and all studies, analysis, reports, plans, af stracts of title and surveys respecting the Property delivered by Seller to Purchaser Yprepared by or on behalf of the Purchaser shall be delivered by Purchaser to the Seller; and then (ii) except as otherwise hereafter provided in this Paragraph, the parties shahereupon be relieved of any and all further responsibility hereunder and neither party s} all have any further obligation on behalf of the other. In the event that Purchaser does n eelect to cancel this Agreement, it shall close on and accept the Property in its "AS IS" con ' ion. 5. TITLE EVIDENe Purchaser, documents includ Purchaser agrees immediately upo 'ts sole cost and expense, shall be responsible for obtaining all title an abstract of title, a title insurance commitment and survey. forward a copy of the aforementioned title documents to Seller ;haser's receipt thereof. /he eller s no obligation to, but to the extent Seller has evidence of title, Seller shall opie of same to Purchaser, within seven (7) calendar days of the Effective Date, to haser's title examination and obtaining title insurance. the event that the Seller's title is unmarketable and/or uninsurable, the Purchaser e the following options: ) Allow the Seller thirty (30) calendar days within which to cure the designated title that render the same unmarketable and/or uninsurable, and if the Purchaser his option the Seller agrees to use reasonable diligence in curing said defects, Seller shall not be required to bring any action or to incur any expense to cure any ct or objection. 96- 424 c' 11 b) If Seller shall be unable to convey title to the Property according to pr sions of this Agreement, Purchaser may nevertheless elect to accept such title that SellEffmay be able to convey with no reduction in Purchase Price. c) Purchaser may terminate this Agreement and the sole liab/entshall ller shall be to refund the Bid Deposit to Purchaser. Upon such refund this Agree� be null and void and the parties hereto shall be relieved of all further obligati, and liability, and neither party shall have any further claims against the other. i M. A) Purchaser is purchasing the Property in an) MS IS' condition and specifically and expressly without any warranties, representations%or guaranties, either express or implied, of any kind, nature or type whatsoever from qi on behalf of Seller. Without in any way limiting the generality of the immediately pgiAeding Purchaser and Seller further acknowledge and agree that in entering into this AgAement and purchasing the Property: (1) Purchaser hereby acknowledges that Seller has not made, will not and does not make any warranties or repuAntations, whether express or implied, with respect to the Property, its condition, the vas &, profitability, developability or marketability thereof, (2) Purchaser ackn, ledges that with respect to the Property, Seller has not and will not make any warra // es, whether express or implied, of merchantability, habitability or fitness for a particulgL)r use. j (3) Purc make any representation or protection, pollution or land but not limited to, those /,. disposition of any hazardo,49 has or might have noncompliance with hase,i'acknowledges that Seller has not, does not and shall not wirranty with regard to compliance with any environmental se laws, rules, regulations, orders or requirements including, Dertaining to the handling, generating, treating, storing or waste, substance or material. hrchaser specifically waives, releases and discharges any claim it st the Seller with respect to the condition of the Property based on environmental protection laws, rules or regulations. (4)J Purchaser acknowledges that Purchaser has made and/or shall be to opportunity to make such legal, factual and other inquiries and Purchaser deems necessary, desirable or appropriate with respect to the value or marketability thereof and of the appurtenances thereto. Such ivestigations of Purchaser shall be deemed to include, but shall not be limited z of all portions of the Property and such state of facts as an accurate survey / (5) Purchaser acknowledges that Purchaser has not relied, and is not upon any information, document, projection, proforma, statement, representation, r or warranty (whether express or implied, or oral or written or material or ial) that may have been given by or made by or on behalf of Seller; and B) The provisions of this paragraph shall survive the closing 96- 424 I The Purchaser 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. 8. CLOSING DATE Closing will take place sixty (60) calendar days after the Effective Date, or within a reasonable time thereafter, at a mutually agreeable time (the "Closing Date"), at thg E�ffice of Asset Management located at 444 SW 2 Avenue, Suite 325, Miami, Florida. Notwithstanding the foregoing, in the event the Seller elects to satisfy any title objections ppy6uant to the terms of Section 5 hereof, then Seller shall have the right to extend the C199ing Date as set forth herein. 9. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: 1) Special Warranty Deed subject to ,conditions, restrictions, easements and limitations of record; 2) A Closing Statement. 3) A Seller's Affidavit and a l,1on-Foreign Affidavit. 4) Such documents as,, -are necessary to fully authorize the sale of the Property by Seller and the execution of alf closing documents; and 5) Any other reasonably necessary or advisable to consummate the transaction contemplated hereby. J f. B) Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or deliver to Seller the Allowing: 1) Closing Statement; 2) Such documents as are necessary to fully authorize the purchase of the Property by Pu haser and the execution of all closing documents; I Any other documents reasonably necessary or advisable to consummate ,he transaction contemplated hereby; and e the cash balance of the Purchase Price. 4) Purchaser shall pay to Seller 10/een SING COSTS AND ADJUSTMENTS Closing, the following items shall be borne, adjusted, prorated or assumed by or g beler and Purchaser as follows: Adjustments and Prorations 96- 424 1) Real Estate Taxes: The Seller warrants that the PropertNeis exempt from taxes and accordingly there should be no taxes due. s' 6k 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. B) Closing Costs Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. Purchaser shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: (i) all inspection and environmentallesting costs, and (ii) all sales, use, personal property taxes or assessments, recording charges, transfer taxes, stamp taxes, filing fees, and all other sales and transfer fees payable in connection with the transfer of the Property hereunder. 11. DEFAULT A) If Seller shall have' failed to perform in any material respect any of the covenants and agreements contained herein to be performed by Seller within the time for performance as specified herein. (including Seller's obligation to consummate the transactions hereby), Purchaser as and for `its sole and exclusive remedies shall be entitled to either (i) elect to terminate this Agreement and receive the return of the Bid Deposit; 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. :ver, notwithstanding anything contained herein to the contrary, in no i' liable to Purchaser for any actual, punitive, incidental, speculative or ;es, costs or fees of any nature whatsoever. The limitation on Seller's ein shall survive Closing. B) 'If Purchaser shall have failed to perform in any material respect any of the covenants and agreements contained herein to be performed by Purchaser within the time for performance as specified herein (including Purchaser's obligation to consummate the I transactions contemplated herein), Seller, as and for its sole and exclusive remedy, shall retain t4e Bid Deposit, as liquidated damages and not as a penalty for forfeiture, actual damagP9 being difficult or impossible to measure. i C) Neither party shall be entitled to exercise any remedy for a default by the of er party, except failure to timely close, until (i) such party has delivered to the other /Ottice ice of the default and (ii) a period of ten business (10) days from and after delivery of such ! has expired with the other party having failed to cure the default. 96-- 424 The Purchaser assumes all risk of loss or damage to the Property by fire or casualty, or acts of God, as of the date of execution of this Agreement. 13. RELEASE AND INDEMNIFICATION Purchaser and anyone claiming by, through or under Purchaser h by fully and irrevocably release Seller, its employees, officers, directors, represe atives, agents, successors and assigns (collectively the Seller) from any and all claims t it may now have or hereafter acquire against the Seller for any cost, loss, liability, dam e, expense, demand, action or cause of action arising from or related to any defects, er rs, omissions or other conditions, including, but not limited to, environmental matters, fecting the Property, or any portion thereof. Purchaser hereby agrees to indemnify, defend and against any and all costs, expenses, damages, losses, "Losses") incurred by the Seller in connection with any Property that occur or arise after the Closing unlesscl actions. This obligation of Purchaser shall survive osinj 14. RADON GAS Radon is a naturally occurring building in sufficient quantities, may F over time. Levels of radon that exce buildings in Florida. Additional info obtained from your county public heaj 15. NOTICES All notices or other shall be in writing and sha certified mail addressed to shall be deemed given o t ll fifth day after being po ed Seller City of M' mi City Ma ager T1'd harmless the Seller from and aims and liabilities (collectively tions or inactions relating to the Losses result from Seller's direct radi ctive gas that, when it has accumulated in a -e nt health risks to persons who are exposed to it federal and state guidelines have been found in nation regarding radon and radon testing may be unit. coyfmunications which may be given pursuant to this Agreement 1 e deemed properly served if delivered by personal service or by Seller and Purchaser at the address indicated herein. Such notice he day on which personally served; or if by certified mail, on the or the date of actual receipt, whichever is earlier: ! 3500 P n American Drive Mia , FL 33133 Co y To ity of Miami Office of Asset Management 444 SW 2 Avenue, Suite 325 Miami, FL 33130 Purchaser Mr. Lake Paul and wife 6742 NW 6 Avenue Miami, FL 33150 96- 424 16. CAPTIONS AND HEADINGS The Section headings or captions appearing in this Agreement are for only, are not part of this Agreement, and are not to be considered in inter Agreement. 17, BINDING EFFECT ti this This Agreement shall bind and inure to the benefit of the pay, es hereto and their successors in interest. Purchaser may not assign or pledge this Agree df nt. 18. GOVERNING LAW This Agreement shall be governed according to the venue shall be in Dade County, Florida. 19. COUNTERPARTS This Agreement may be executed in one or deemed to be an original but all of which shall corgi 20. ENTIRE AGREEMENT of the State of Florida and counterparts, each of which shall be one and the same 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 othor 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 parties hereto. .l 21. ATTORNEY'S COSTS In the event that it enforce the provisions of attorney(s)' fees. 22. WAIVERS omes necessary for Seller to institute legal proceedings to Agreement, Purchaser shall pay Seller's court costs and 4ether party of any failure or refusal to comply with its obligations shall any other or subsequent failure or refusal to comply. All remedies, obligations and agreement contained herein shall be cumulative and not ` If P chaser is a corporation, the person executing this Agreement upon behalf of Purchaser epresents that he or she is duly authorized to do so, and the following shall be delivered o Seller upon Purchaser's execution of this Agreement: A copy of the Certificate of Incorporation ii) A copy of the filing receipt (iii) A duly signed and dated corporate resolution giving specific authority to enter into this Agreement and purchase the Property, and designating the authorized signatory or signatories (iv) A copy of the current Certificate of Corporate Good Standing 96- 424 i y i If Purchaser is a general or limited partnership, the person executing this Agreemen on behalf of Purchaser represents that he or she is duly authorized to do so, .and the follow' shall be delivered to Seller upon execution of this Agreement: (i) Copies of all partnership agreements) and amendments thereto, if an (ii) A list of the names and addresses of all partners specifying whetheYflalch is a general or limited partner, accompanied by affidavit that the information liste'#s current, true and correct (iii) Proof of authority of the party executing this Agreementtg4f behalf of the partnership.��' If Purchaser is a trust, the person executing this Agree Ignt on behalf of the Purchaser represents that he or she is duly authorized to do so, $ the following shall be delivered to Seller upon execution of this Agreement: (i) Copies of the declaration of trust and all amendpents thereto, if any (ii) A list of the names and addresses of the current trustees and beneficiaries of the trust (iii) Proof of authority of the party executing this Agreement on behalf of the trust.' 24. 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 prov in part, such provision shall be lin be excised from this Agreement, construed as if said provision h: provision had not been included hi' 26. NO RECORDINGy )n,Df this Agreement shall be unenforceable in whole or � f to the extent necessary to render same valid, or shall i circumstances require, and this Agreement shall be been incorporated herein as so limited, or as if said in, as the case may be. ree A ent nor any memorandum or evidence hereof shall be recorded in P chaser. If so recorded by Purchaser, this Agreement shall be ed and terminated, the Bid Deposit shall thereupon be retained by cages for such default, and Purchaser shall have no further interest in to this Agreement or otherwise. 27. 7or F TRIAL BY JURY hereby knowingly, voluntarily and intentionally waive any right they may haby jury in respect to any litigation arising out of, under or in connection. with tht, or any course of conduct, course of dealing, statements (whether verbal or writons of any party hereto. This provision is a materialinducement for Purchar entering into this Agreement. 95- 424 SELLER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Cesar H. Odio City Manager Date: AND 96- 424 and sale agreement, in substantially the attached form, with Lake Paul; turther instructing the City Manager and City Attorney to take the necessary steps to effectuate the sale of said property. BACKGROUND: The Office of Asset Management has prepared the attached Resolution for consideration by the City Commission. On December 7, 1995, the City Commission adopted Resolution 95-866 accepting the City Manager's recommendation to reject all bids submitted in response to the Invitation to Bid for the sale of the property located at 5500 NW 17 Avenue. The Commission further adopted Motion 95-866.1 directing the City Manager to reissue the Invitation to Bid. On January 5, 1996, the Office of Asset Management reissued the Invitation to Bid and on April 10, 1996 four bids were received. The bid from Lake Paul in the amount of $25,000 was deemed the highest responsible bid. It is recommended at this time that the City Commission adopt the attached Resolution accepting the bid of Lake Paul and authorizing the City Manager to execute a purchase and sale agreement for this sale. W- 424 1 } CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM DATE : June 17, 1996 FILE . SUBJECT Sale of City -Owned property located at 5500 NW 17 Avenue REFERENCES: ENCLOSURES: On June 13, 1996, the City Commission adopted Resolution 96-424 accepting the bid of Lake Paul for the purchase of the City -owned property located at 5500 NW 17 Avenue for the sum of $25,000. Said Resolution further authorized the City Manager to execute a Purchase and Sale Agreement with Mr. Paul. As a condition of this acceptance, the City Commission stated that in the event this property is ever used for a homeless shelter, drug rehabilitation center or mental health clinic, that `the property would automatically revert back to the City of Miami. Additionally, in the event the property is not brought up to building code standards or demolished within six months of the closing date, the property would revert back to the City of Miami. Since the adoption of this Resolution, it has come to our attention that such conditions may be unconstitutional and unenforceable. Please advise as to the legality of these conditions and whether same should be included in the Purchase and Sale Agreement and the Special Warranty Deed. Your prompt attention to this matter is required as the Invitation to Bid required the Purchase and Sale Agreement to be executed within 20 calendar days after the City Commission authorizes same to be executed. Additionally, we would like to close on this property as soon Aptsibl Thank you. --O`-r c cc: Christina Cuervo, Asst. City Manager =m.`„ A Walter Foeman, City Clerk ;m a r Tj Julie Bru, Asst. City Attorney = Eduardo Rodriguez, Director of Asset Management ? a PROPERTY AT 5500 N.W! 17th AVENUE r.r....wr___w_wr_w rwaao.wraarar.r.�wrs_ra�.wararrnwwrrrawrrarw_ No # APRIL 10 1996 2:00 p.m. e, TOTAL DI D_DOND— fall . D_ID A31OUNT CASHIER'S CHECK - ROBERT GABLES _.._.. �� $ 14,500.00 _ CASHIER'S CHECK # 5270017824 _—------- BEVERLY YOUNG —_—__----___ $ 15,559.00 " " # 5270017806 EDMOND ROLLINS $ 14,800.00 " " # 5270017815 LAKE PAUL $ 25;000.00 " " # 649801260 WE RECEIVED 014LY. ONE COPY OF THE BID ICH WAS SENT -TO SSET 14AMAGEMENT DEPARTMENT ersfrom Me -vendors listed received _Qa_QL_&p: U re n are the my a offers other offers submitted in response to th'(s sclic tafi n, if any, F_ - - -------- - ------------ - ----- �����------- ���__----1-------------- ---------- -------------------- —--------------- ---------------L------------- i --------------------- -- - ----------- --------- ------- -------------- --------------- --------- ------- ---_ ------- -�__ —!WrI `-- — __ — 3_ _09 ------ -- ---------------- --- ---- --------j--`S—�a-- ---------------•--------------- --- ---------- --------- Z-4 LL+e _1b _ _received ( / ) envelopes on behalf of `Person eeeiving bids) OFFICE OF ASSET MANAGEMENT on bo /9I Io (City Departs<ent) SIGNED:__ ______w_ ( y City Clerk) City of Miami Cash: - Checks. - COLLECTIONS REPORT Total: - Date. Report of Collections For: �� � '' � DR No 27100 Department/Division: r - Prepared Si nature LN TRANS. DOCUMENT SUBSIDIARY INDEX CODE OBJ. OF PR JECT AMOUNT`�dd (KEYPUNCH LEFT NO CODE REFERENCE NO. ACCOUNT REV. ZERO FILLED) DESCRIPTION s GIL series no. R ?. series no. no. �W,gx,q �� D 3-;,270of 7-1 r�7o df 7�'�St C FN/TM 403 Rev. 06169 Routing: Carry both copies and funds to Treasury Management (Finance Dept) DISTRIBUTION: White - Treasury Management Canary - Department (After validated by Treasury Management) GREAT WESTERN BANK C J CASHIER'S CHECK A Federal Savings Bank 63-912812670 i 611110 NW 7th Avenue REFERENCE DATE Miami, FLW127 04/09/96 j PAY Two Thousand Dollars ana,` i $2,000. ORDER ****#*CITY OF MIAMI **' OF r*�,. 'RE: oo*ROBE Mo bftdoctrmam of mkxdomment e-priM h l 7 at. will ktrticete a �;�..•,.--�� f � L �. - —--------------- ..,� ve_ —_-------------------•---- li°52700178 2Liii' 1:26709126P: 95585 55Lille iWIN a GREATWEMRN BANK (M CASHIER'S CHECK W-5270017806 A Federal Savings Bank 63-9126/2570 j REFERENCE DATE j 5800 M NWFL7�tAvenue 04/09/96 PAY Two Thousand Dollars an' TO THE� $2,000.00### rli ER ******CITY OF MIAMI sYo, OF r .S .... . fk 1 ;..�. t Lt • 0i• t,? •� a . � t .'. f I9QUirH tW0 lire beck of this document ha3 es document has micro- ni we will indicate a cap ` r`a _yam — - — - — - — - — - — - — - — 527001780Ellin 1:26709126 31: 9558555554jig Y ' j { GREAT VVESMRN BANK SM CASHIER'S CHECK N® 270017815 ! A Federal savings Bank 63.9126/2670 •04/09/96 I SM NW 7th Avenue REFERENCE DATE li Mlaml, FL SM27 Two Thousand Dollars and ! PAY r r, { n $2,000.00#** TOTHE***s#*CITY OF MIAMI { ORDER OF RE: # # * E DMOND ROLk.t qr or over ieQ s two natures - Id An�— The back of this document haq document has mitto•pnnt 'at nd1 nOR is vL>� • �` •" �^j Twill indicate a cop 3 .�� • .. _ - ..a.._.. _... 3 _�«ri. _ • \1. \•� -. ,�� a •-------_ -------'---- Ile 5 2?0017815ii' 11:26?09 i 2G31: 9558555554ii' krt..��+'h" ` c.."d '.��•'' �vyr �C{.. ,t ✓ :4Q SE , S IB T Ufl F` } � ` t ; � tiVK 11`1 L i , t ./�'��k V✓�� iA � a✓ J�'FILIATE a9 1i#$0 A1AME ' *:* SOUZ : FL LITTLE OFFICE ** LITTLE RIVER ** **<. < NAME R.E. LAKE PA" —�— PAY ----.OF SO. FL. ,, 210 0 Idols I acts ** 2000. 00 THE ORDER BARNETT RANI{ ,t OF OFFICE OF TSE CITY OF CLF,9i CITY OF MIAMI AUTH_ _ORIZEDBIGNATURE Issued By Integrated Payment Systems Inc. Englewood. Colorado First Inlerslate Bank 91 Denver, NA.. Denver CO ---..__ n , r, t -- 1us 1-oin ?onnn lA1-A 1 r11n-7 n n CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM January 3, 1996 Proposal Due Date FILE : Please be advised that we have scheduled the receipt of bids in response to the Invitation to Bid for the sale of the property located at 5500 NW 17 Avenue, Miami, Florida, for 2:00 PM, Wednesday, April 10, 1996. A copy of the advertisement to be published is attached for your information. If you have any questions, please call me at 372-4640. cc: Judy Carter, Chief Procurement Officer Berta Davis, Public Works =3 D cr, xy �-� PUBLIC NOTICE The CITY OF MIAMI (the "City") is offering to sell approximately 5,250 sq. ft. of City -owned land and improvements consisting of a one story building of approximately 2,144 sq. ft. which is zoned C-1 Restricted Commercial, located at 5500 NW 17 Avenue, Miami FL, more particularly described as follows: Lot 24, Block 13 of FLORAL PARK, according to the Plat thereof, recorded in Plat Book 5, Page 53, of the Public Records of Dade County, Florida, less however the East 10.00 ft. of Lot 24 in Block 13 of FLORAL. PARK, according to the Plat thereof recorded in Plat' Book 8, at Page 5, formerly recorded in Plat Book 5, at Page 53 of the Public Records of Dade County, Florida, and less that part of said Lot 24, which lies within the external area formed by a 5.00 ft. radius arc concave to the northwest, tangent to the south line of said Lot 24, and tangent to a line that is 10.00 ft. west of and parallel to the east line of said Lot 24. The value of the property has been established at fourteen thousand five hundred dollars and no/100 ($14,500). No bid will be considered below the aforementioned value. Each Bidder will be required to submit a Bid Deposit of $2,000.00 with their bid. All bids shall be submitted in accordance with the Invitation to Bid document which may be obtained from the Office of Asset Management, 300 Biscayne Boulevard Way, Suite 400, Miami, Florida 33131. For questions pertaining to this Invitation to Bid, please contact Lori Lutes at (305)372-4640. All prospective appointment only. bidders are invited to inspect the property by Bid documents must be received by the City Clerk of the City of Miami, City Hall, 3500 Pan American Drive, Dinner Key, Miami, Florida 33133, by 2:00 PM, Wednesday; April 10, 1996, and at that time and place shall be publicly opened and read. Late bids and/or bids submitted to any other location will not be accepted. The City of Miami reserve be in the bt .intere§,il1;o in any bid, tp.�canCe. all to reject a'n 'fir' a1,13-bT&� N es c; V- NVF 06. _D C2 s f the right to accept any bid deemed to the City, to waive any irregularities invitations to bid before bid opening, and/or to readvertise for bids. Cesar H. Odio City Manager