HomeMy WebLinkAboutR-90-0436J-90-44:9
6/a.2/90
90- 436
RESOLUTION NO.
A RESOLUTION, WITH ATTACHMENTS, AUTHORIZING
THE CITY MANAGER TO MAKE AN OFFER AND EXECUTE
AN AGREEMENT OF PURCHASE AND SALE, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH THE
BROTHERS OF THE GOOD SHEPHERD, INC., FOR THE
ACQUISITION OF THE PROPERTY GENERALLY LOCATED
AT 700-728 AND 732-740 NORTHEAST FIRST
AVENUE, MIAMI, FLORIDA MORE SPECIFICALLY
DESCRIBED AS (A) THE FEE SIMPLE INTEREST IN
LOTS 1, 2, 3, LESS THE NORTH 10 FEET OF LOTS
1-3 AND THE EAST 10 FEET OF .LOT i FOR RIGHT-
OF-WAY OF BLOCK 43N, A.L. KNOWLTON PLAT OF
MIAMI, AS RECORDED IN PLAT BOOK B, AT PAGE
41, OF THE PUBLIC RECORDS OF DADE COUNTY,
FLORIDA, AND (B) THE LEASEHOLD INTEREST IN
LOTS 19 AND 20, BLOCK 43N, A.L. KNOWLTON PLAT
OF MIAMI, AS RECORDED IN PLAT BOOK B, AT PAGE
41, OF THE PUBLIC RECORDS OF DADE COUNTY,
FLORIDA, RESPECTIVELY, SUCH OFFER NOT TO
EXCEED THE PURCHASE PRICE OF $1.2 MILLION FOR
THE FEE SIMPLE INTEREST AND $300,000 FOR THE
LEASEHOLD INTEREST; FURTHER AUTHORIZING THE
CITY ATTORNEY TO PROCEED TO CLOSE ON THE
SUBJECT PROPERTY AFTER EXAMINATION OF THE
ABSTRACT AND CONFIRMATION OF OPINION OF
TITLE, WITH FUNDS FOR THE ACQUISITION OF THE
SUBJECT PROPERTY BEING ALLOCATED FROM
COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS;
FURTHER AUTHORIZING THE CITY MANAGER TO
EXECUTE A SOCIAL SERVICES GRANT AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH THE
BROTHERS OF THE GOOD SHEPHERD, INC., FOR AN
AMOUNT NOT TO EXCEED $500,000 WITH FUNDS
THEREFOR BEING ALLOCATED FROM COMMUNITY
DEVELOPMENT BLOCK GRANT FUNDS; AND TO ISSUE A
REVOCABLE PERMIT, IN SUBSTANTIALLY THE
ATTACHED FORM, TO THE BROTHERS OF THE GOOD
SHEPHERD INC., FOR THE USE OF THE SUBJECT
PROPERTY FOR A PERIOD NOT TO EXCEED TWENTY-
FOUR (24) MONTHS FROM THE CLOSING DATE OF THE
PROPERTY BEING ACQUIRED; OR UNTIL A
CERTIFICATE OF OCCUPANCY IS ISSUED FOR THE
BUILDING IN WHICH THE BROTHERS OF THE GOOD
SHEPHERD, INC. IS RELOCATING, WHICHEVER IS
EARLIER.
WHEREAS, pursuant to Section 163.360, Florida Statutes, the
City Commission by Resolution No. 82-755 approved, in principle,
the Southeast Overtown/Park West Redevelopment Plan providing for
the elimination of blight and substandard structures and
environmental deficiencies through redevelopment activities; and
WHEREAS, the herein described parcel
property is in the immediate vicinity
Overtown/Park West area of the City;
of privately owned
of the Southeast
CITY COMMISSION
STING OF
JUM 7 1990
90- 43
11I. iUTIOR IN.
") I
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to make an
offer and execute an Agreement of Purchase and Sale, in
substantially the attached form, with the Brothers of the Good
Shepherd, Inc., for the acquisition of the property generally
located at 700-728 and 732-740 Northeast First Avenue, Miami,
Florida; more specifically described as (A) the fee simple
interest in Lots 1, 2, 3, less the north 10 feet of Lots 1-3 and
the east 10 feet of Lot 1 for right-of-way, of Block 43N, A.L.
Knowlton Plat of Miami, as recorded in plat Book B, at Page 41,
of the Public Records of Dade County, Florida, and (B) the
leasehold interest in Lots 19 and 20, Block 43N, A.L. Knowlton
Plat of Miami, as recorded in Plat Book B, at Page 41, of the
Public Records of Dade County, Florida, respectively; with a
purchase price not to exceed $1.2 million for the fee simple
interest and $300,000 for the leasehold interest.
Section 2. The City Attorney is hereby authorized to
proceed to close on said property after examination of the
abstract and confirmation of an Opinion of Title and, if approved
by the City Attorney, the City Manager shall disburse the
purchase price in accordance with the Agreement of Purchase and
Sale.
Section 3. Funds to be utilized for the acquisition of the
subject property are hereby allocated from Community Development
Block Grant Funds.
Section 4. The City Manager is hereby authorized to execute
a Social Services Grant Agreement, in substantially the attached
form, with the Brothers of the Good Shepherd, Inc., for a total
grant amount not to exceed $500,000.
Section 5. Funds to be utilized for the payment of such
grant are hereby allocated from Community Development Block Grant
Funds.
Section 6. The City Manager is hereby authorized to issue a
Revocable Permit, in substantially the form attached, to the
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Brothers of the Good Shepherd Tnc . , for the use of the sub,jeot --
property for a period (a) not to exceed twenty-four (24) months
from the closing date of the property being acquired; or (b)
until a Certificate of Oooupany is issued for the building in
which the Brothers of the Good Shepherd, Inc. is relocating„ —
whichever is earlier.
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Section 7. This Resolution shall be effective immediately ^
upon its adoption.
PASSED AND ADOPTED this 7th day of June , 1990.
XAVIER L. SUA EZ, M R
CITY CLERK
PREPARED AND APPROVE BY:
LINDA K. KEARSON
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
JORM E L. FE ANDEZ
CIT ATTORN Y
LKK/pb/M1537
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90- 436
AGREEMENT OI PURCHASE_._A14D
THIS AGREEMENT OF PURCHASE AND SALE entered into as of the
day of , 1990, by and between the Brothers
of the Good Shepherd, Inc. c/o Camillus House, (hereinafter
referred to as "SELLER") and the City of Miami, a municipal
corporation of the State of Florida., (hereinafter referred to as
"PURCHASER").
R E C I T A L
WHEREAS, SELLER is the owner of that real property
(hereinafter "Property") more fully described on Exhibit "A"
attached hereto and made a part hereof; and
WHEREAS, SELLER and PURCHASER desire for there to be
conveyed to PURCHASER fee title to the said property, all on
terms more fully set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed,
SELLER and PURCHASER execute this Agreement to evidence all of
the terms, provisions and conditions upon which SELLER is willing
to sell unto PURCHASER, and PURCHASER is willing to acquire, the
said property, improvements and related property.
1. DEFINITIONS:
1.01 "Agreement" shall mean this Agreement of Purchase and
Sale and any amendment hereto made in accordance with
the provisions of Section 25 hereof.
1.02 "Closing" shall mean the occurrences of the events
described in Section 7 hereof. "Closing Date" shall
mean the date the Closing occurs.
1.03 "Governmental Authority" shall mean any and all courts,
boards, agencies, commissions, offices or authorities
of any nature whatsoever of any governmental unit
(federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.
1,04 "Impositions" shall mean (a) all real estate and
personal property taxes, assessments, charges, excises
and levies (and any interest, costs or penalties with
respect thereto), general and special, ordinary and
extraordinary, foreseen and unforeseen of any kind and
nature whatsoever which at any time prior to the
Closing shall be assessed, levied, charged or imposed
upon or with respect to the Property, or any portion
thereof, or the sidewalks, streets or alleyways
adjacent thereto, or the ownership, use, occupancy or
enjoyment thereof and (b) all charges for any easement,
license, permit or Agreement maintained for the benefit
of the Property.
1.05 "Indebtedness" shall mean any and all Indebtedness
secured by liens on the Property. In�e�tedness
Documents" shall mean any and all documents delivered
to PURCHASER prior to the Closing and evidencing or
securing the Indebtedness.
1.06 "Land" shall mean that certain tract of .land more fully
described on Exhibit "A" attached hereto.
1.07 "Legal Requirements" shall mean (a) any and all
judicial decisions, orders, injunctions, writs,
statutes, rulings, rules, regulations, permits,
certificates or ordinances of any Governmental.
Authority in any way applicable to SELLER or the
Property, including btit not l.i_.m .ted to tiny of the
aforesaid dealing with the use, management, 1ea9.i_ng,
maintenance, service, operation, insurance or condition
of real property, including zoning or environmental
matters, (b) the Indebtedness and the Indebtedness
Documents, (c) any and all insurance requirements and
(d) any and all other documents, instruments or
Agreements (written or oral) relating to the Property
or to which the Property may be bound or encumbered.
1.08 "Property" shall mean the Land and all rights, titles
and interests appurtenant thereto.
1.09 "Purchase Price" shall mean the sum of One Million Five
Hundred Thousand Dollars ($1,500,000). Such Purchase
Price includes $1.2 million for the portion of the
Property to be conveyed in fee simple and $300,000 for
the assignment of the leased portion of the Property.
1.10 "Title Exception" shall mean and include but not be
limited to any lien, mortgage, security interest,
encumbrance, pledge, assignment, claim, charge, lease
(surface, space, mineral or otherwise), condition,
restriction, reservation, option, conditional sale
contract, right of first refusal, restrictive covenant,
exception, easement (temporary or permanent), right-of-
way, encroachment, overlap or other outstanding claim,
right, title, interest, estate or equity of any nature
whatsoever. "Permitted Title Exceptions" shall mean
only those Title Exceptions subject to which PURCHASER
expressly agrees, through written notice to SELLER, to
take title to the Property.
2. AGREEME
Subject to and in accordance with the terms of this
Agreement, SELLER hereby agrees with PURCHASER to sell and convey
good and marketable title to the Property unto PURCHASER, and
PURCHASER hereby agrees to purchase and accept good and
marketable title to the Property from SELLER, free of all Title
Exceptions other than Permitted Title Exceptions.
3. GENE-P-A WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER:
SELLER hereby represents to PURCHASER that the facts recited
below are true and correct as of the date hereof and will be true
and accurate as of the date of closing:
(a) To the best of SELLER's knowledge and belief the
continued ownership, operation, use and occupancy of
the Property does not violate any law, ordinance,
regulation or restrictive covenant of any Governmental
Authority.
(b) All Impositions which are presently due and payable,
with respect to the Property are current or will be
current by the date of Closing.
(c) All utilities servicing the Property are functional,
fully paid for, and presently in use. All services
required for operation of the Property enter through
valid easements across adjoining private lands. All
parking areas located within the perimeter of the
Property are private and have not been dedicated to any
Governmental Authority.
(d) SELLER has no knowledge of any pending condemnation or
similar proceeding affecting the Property, or any
portion thereof.
(e) There is no action, suit, proceeding or claim against
SELLER which would affect the Property now pending or
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being pros eci:ted, nor has any Stich act:i_nn or sii i t: hAen
threatened or asserted to SELLER's best; )Lnowl_Qdge.
(f) No incurred breach or default exists by SELLER under
any of the Indebtedness Documents.
(g) SELLER and each person acting for SELLER, has full.
power and authority to execute, deliver and carry out
the terms and provisions of this contract, and has
taken all necessary action (corporate, trust or
otherwise) to authorize the execution and delivery of
this contract, and of the other documents called for
hereunder.
(h) There is no hazardous materials (including, but• not
limited to, asbestos), waste or toxic substance
treated, stored, handled, disposed of or found in or on
the Property.
• ' • 0,40 •
During the period between the date of this Agreement and the
date of Closing, SELLER agrees:
(a) To own, occupy, manage, maintain, operate and insure
the property in accordance with all Legal Requirements,
in a good and businesslike manner and in accordance
with good business practices, and will not commit or
permit to be committed any waste to the Property; and
shall exercise diligent and prudent preventative and
corrective maintenance as necessary on the Property.
(b) SELLER will not enter into any leases and/or management
agreements with respect to all or any portion of the
Property.
(c) Not to create or enter into any contract (written or
oral) to create any Title Exceptions.
None of the foregoing warranties, representations and
covenants shall be deemed to limit the scope or reasonable
meaning of any other warranty, representation or covenant made by
SELLER hereunder or be limited by any investigation made by
PURCHASER.
5. DELIVERY OF DOCURE4TS:
SELLER shall furnish to PURCHASER within thirty (30) days of
the execution of this Agreement, true and correct copies of the
following items:
(a) Any existing Indebtedness Documents together with all
instruments securing said Indebtedness with a lien on
the Property and any amendments and/or modifications
thereto.
(b) Original tax bills and assessments on the property.
SELLER shall have afforded PURCHASER or its representatives
access to the Property. PURCHASER or its representative may
conduct a physical inspection (which includes soil tests) of the
Property. PURCHASER'S inspection of the Property shall not, in
any event, extinguish, reduce or otherwise affect any warranty
and representation made by SELLER hereof or any other provision
of this Agreement.
7. TITLE AND CL05I NG :
(a) SELLER agrees to furnish PURCHASER at PURCHASER's sole
cost and expense a Standard Form Owner's Title Policy
covering the real estate des(-ri,bed herpi,n in the full
amount of the Purchase Price containing survey coverage
and no exceptions or condi-tions other than Permitted
Title Exceptions. The exceptions for restrictive
covenants shall be marked "None of Record". PURCHASER
shall, at PURCHASER's sole cost and expense, cause the
Title Company to issue a preliminary report forthwith,
accompanied by copies of all recorded documents
relating to easements, rights -of -way, restrictive
covenants and other matters affecting the Property and
provide such Title Report and copies of recorded
documents to PURCHASER forthwith. PURCHASER shall give
SELLER written notice within twenty (20) days of
receipt of the Commitment that the condition of title
or the recorded documents as set forth in such Title
Report are unacceptable to PURCHASER. Such notice
shall further state whether PURCHASER elects to allow
SELLER to cure such title defects or to consider this
Agreement to be null and void. SELLER shall have
thirty (30) days from receipt of written notice of
title objections to eliminate or modify all such
unacceptable matters to the reasonable satisfaction of
PURCHASER. In the event SELLER is unable to satisfy
PURCHASER's objection to the title in said thirty (30)
day period, and PURCHASER does not waive such
objections, this Agreement shall be null and void for
all purposes.
(b) The closing is scheduled to take place between
September 1, 1990 and April 30, 1991, unless an
alternative date is scheduled. It is important to note
that this Agreement has to be approved by the Holy See,
which will take approximately ninety (90) days.
(c) SELLER, at its sole cost and expense, shall deliver or
cause to be delivered to PURCHASER the following:
(i) General Warranty Deed fully
acknowledged by SELLER, conveying
good marketable and insurable title
and encumbrances for the portion o
being conveyed in fee simple. AI
immovable fixtures and equipment w:
property of SELLER and may be remov
of in accordance with the best intei
executed and
to PURCHASER
free of liens
the Property
1 movable and
.11 remain the
ad or disposed
est of SELLER.
(ii) Current certificate issued by company acceptable
to PURCHASER reflecting that no Uniform Commercial
Code filings, chattel mortgages, assignments,
pledges, or other encumbrances have been filed.
(iii) Evidence satisfactory to PURCHASER and the Title
Company that the persons executing and delivering
-__ the Closing documents on behalf of SELLER have
full right, power and authority to do so;
(iv) Certificate executed by SELLER stating that, as of
the Closing Date, each of SELLER's representations
and warranties set forth in Section 3 hereof is
true and correct.
(v) Such other instruments as are customarily executed
-� in Florida to effectuate the conveyance of
3 property similar to the Property, with the effect
that, after the Closing, PURCHASER will have
succeeded to all of the rights, titles and
interests of SELLER related to the Property and
SELLER. will no longer have any rights, titles, or
interests in and to the Property, other than
pursuant to the liens securing payment of the
Note.
(d) Tn addition, each party will. provide. to the other- any
document necessary or reasonably requested in order to
confirm the proper authority of such party to
consummate this transaction.
(e) All recording and closing costs arm to be paid by the
PURCHASER. Such costs may approximate $12,000.00.
(f) SELLER shall pay all costs and liabilities relating to
the Property that arise out of or are attributable to
the period prior to the Closing Date. SELLER shall
have the right to receive all proceeds relating to the
Property that are allocable to the period before the
Closing Date unless otherwise provided for in this
Agreement, and PURCHASER shall have the right to
receive all proceeds relating from and after the
Closing Date. PURCHASER shall pay all costs and
liabilities relating to the Property that arise out of
or are attributable to the period after the Closing
Date, except such costs and liabilities that arise out
of or result from a breach by SELLER of its
representations and warranties set forth in Section 3
hereof.
(g) Upon completion of the Closing, SELLER shall deliver to
PURCHASER title to the Property. SELLER shall remain
in possession of the property after. the Closing Date
for a period of twenty-four (24) months or until a
Certificate of Occupancy is issued for the building
where SELLER is to relocate, whichever first occurs.
(h) SELLER will assign its leasehold interest to the
PURCHASER for $300,000. There are approximately fifty-
three (53) years remaining on the lease.
PURCHASER shall pay to SELLER a sum in the amount of One
Million Five Hundred Thousand Dollars ($1,500,000) for the
Property, to include One Million Two Hundred Dollars ($1,200,000)
for the fee interest and Three Hundred Thousand Dollars
($300,000) for the leasehold interest. The compensation shall be
paid in the following incrementsg
a. Five Hundred Thousand Dollars ($500,000) on the Closing
Date.
b. Five Hundred Thousand Dollars ($500,000) twelve months
from the Closing Date.
C. Five Hundred Thousand Dollars ($500,000) twenty-four
months from the Closing Date.
d. SELLER agrees that the full compensation shall be used
solely for the services and programs it provides
locally to the homeless.
The Closing is contingent upon PURCHASER receiving:
(a) From the holder(s) of the existing lien(s) an estoppel
letter which recites:
(i) the full amount of the unpaid principal balance of
the existing note(s);
(ii) the amount of the next accruing payment of
principal and interest under the said note(s) and
confirmation that such payment will not be due
until the immediately succeeding month;
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( i i i ) the bolder ' s conf i.rmnt i.on that-- the mortgage is
current;
(b) In the event the items in (a) are not available from
the holder of the superior mortgage, then SELLER shall
give its affidavit as to each of the items set forth in
(a) above and provide copies of all available cancelled
checks reflecting payments made to the superior lien
holder since the inception of the lien.
10. AFFIDAVIT JaX SELLER:
The Closing is contingent upon PURCHASER receiving from
SELLER an affidavit which recites:
(i) that no Leases or management contracts are in full
force and effect,
(ii) that no tenant or person other than SELLER has any
interest in the Property other than a leasehold
possessory interest.
"HIMEN - •
All normal and customarily
without limitation real estate
utility bills, insurance premiums
Closing Date and shall continue t
such time as SELLER vacates and
Property. All Impositions which
the Property shall be paid by SELL
provisions of this Section 11 shal
proratable items, including
and personal property taxes,
and interest, shall survive the
-o be paid by the SELLER until
relinquishes possession of the
are now a lien with respect to
ER as of the Closing Date. The
1 survive the Closing.
Risk of loss shall be borne by SELLER until such time as
SELLER vacates and relinquishes possession of the Property. In
the event that damage or destruction of the Property or any part
thereof, by fire or other casualty, occurs prior to the actual
Closing of the transaction contemplated hereby (whether or not
PURCHASER has beneficial title to the property), the PURCHASER
shall, at its option, elect one of the following: (i) to cancel
this Agreement, or (ii) to close this transaction as provided
herein and accept as assignment of such insurance proceeds as may
be due to SELLER as a result of such casualty.
• • U
The PURCHASER shall have the right to carefully study the
survey provided by the SELLER and to engage the services of a
licensed professional Land Surveyor to review and certify to
PURCHASER and title company said survey for accuracy,
completeness and conformity to Florida Statutes. Any error,
inconsistency, or omission shall be reported to the SELLER
immediately for remedy. All costs for such remedy shall be borne
by the SELLER. Failure to remedy said error, omission,
inconsistency, or other form of noncompliance with aforementioned
statutes shall be cause for breach of contract. by SELLER and may,
at the PURCHASER's option, void any contractual obligations of
the PURCHASER. PURCHASER shall, in such event, be entitled to a
full refund of any and all deposits with respect to this
Agreement.
14.
All risk of condemnation prior to Closing shall be on
SELLER.
If after the effective date hereof and prior to Closing, all
or part of the Property is subjected to a bona fide threat of
condemnation by a body having the power of emirient domain or if
taken by eminent domain or condemnation (or sale in lieu
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thereof) , PURCHASER may within f i fteen ( 1 5 ) days of such taki.ncq
by written notice to SELLER elect to cancel. tbis agreement prior
to the Closing hereunder_, in which event both parties shall be
relieved and released of and from any further liability
hereunder, and thereupon this Agreement shall become null and
void and be considered canceled. If no such election is made,
this Agreement shall remain in full force and effect and the
purchase contemplated herein, less any interest taken by eminent
domain or condemnation, shall be effected with no further
adjustment, and upon Closing SELLER shall assign, transfer and
set over to PURCHASER all of the right, title and interest of
SELLER in and to any awards that have been or that may thereafter
be made for such taking.
15. FULL DISCLOSURE:
None of the warranties or representations made by SELLER in
this Agreement, or in any certificate or other_ document to be
prepared and delivered by SELLER in conjunction with the
satisfaction of provisions of this Agreement, contains or will
contain any untrue statement of a material fact or omits or will
omit such statements or information as may be required in order
to prevent any information contained herein or therein from being
materially misleading. There is no fact known to SELLER which
relates specifically to and materially adversely affects the
Property. SELLER will give prompt notice to PURCHASER if, at any
time prior to the Closing, there is (or as to past events SELLER
discovers) a material change in any state of fact, or the
occurrence, nonoccurrence or existence of any event, which makes
any representation or warranty made to PURCHASER not true and
correct in all material respects, it being the intention of the
parties that SELLER will engage in a continuous disclosure
process to PURCHASER with respect to the Property from the date
of this Agreement through the Closing Date.
16. DEFAULT BY SELLER:
In the event that SELLER should fail to consummate this
Agreement for any reason except PURCHASER's default or
termination of this Agreement, PURCHASER may enforce the specific
performance of this Agreement.
�VIHIJOIMIOV
17.01 Survival. All warranties, representations and
covenants made by SELLER in this Agreement and in any
document, instrument or certificate executed and
delivered pursuant hereto shall survive, and shall not
be merged or extinguished by, the Closing or any
investigation made by or on behalf of either party
hereto, save and except the warranty and
representation of good and marketable title to the
Property contained in Section 2 hereof which shall not
survive the Closing as a warranty and representation
of this Agreement, but rather shall be contained in
and exist as a result of the General Warranty Deed, to
be delivered pursuant to Section 7(c) hereof. In the
event any of the warranties, representations or
covenants made by SELLER in this Agreement are
inaccurate, PURCHASER shall be entitled to damages
incurred by PURCHASER as a result of the falsity of
such warranty, representation or covenant.
17.02 I emni.fication by SELLER. SELLER hereby assumes
liability for, and agrees to defend, indemnify and
hold harmless PURCHASER, its officials, employees and
agents, from and against any and all liabilities,
obligations, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements,
including reasonable attorneys' fees and court costs
of whatever kind and nature, ordinary and
extraordinary, foreseen and unforeseen, imposed upon,
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asserted agn i. nst: or reasonably i nc.ttrred by PARE"HASFR,
its officials, employees or agents, i.n any way
relating to or arising out of (a) the financing,
ownership, use, maintenance, operation, insurance,
occupancy or condition of the Property until such time
as SELLER relinquishes possession of the Property
(regardless of whether imposed upon, asserted against
or incurred by PURCHASER, its officials, employees or
agents, subsequent to the Closing Date) or (b) the
inaccuracy of any warranty or representation, or the
breach of any covenant, in any material respect made
by SELLER in or pursuant to this Agreement.
17.03 IndWni icati,oR by PURCHASER. From and after the
Closing, PURCHASER shall defend, indemnify and hold
SELLER harmless from and against any and all
liabilities, claims, damages, losses, costs and
expenses, including legal fees, arising out of the
inaccuracy of any, representation or warranty or the
breach of any covenant, made by PURCHASER in or
pursuant to this Agreement, subject to the provisions
of Section 768.28, Florida Statutes.
18. TE MINATION:
If within five (5) days of the Closing Date any or all of
the requirements and obligations set forth in this Agreement have
not been satisfied, and satisfaction thereof has not been waived
in writing by PURCHASER, PURCHASER shall have the right to
terminate this Agreement by the giving of a written notice of
termination to SELLER at any time before the Closing Date. If a
notice of termination is timely given under this Section 18, this
Agreement shall terminate, whereupon neither party shall have any
further rights, duties, liabilities or obligations hereunder, nor
shall PURCHASER have any rights, titles or interests (equitable
or other) in or to the Property.
PURCHASER shall have
assign this Agreement an
person, firm, corporation
shall be entitled to all
hereunder.
MMEMETOR
•
the absolute right and authority to
d all of his rights hereunder to any
or other entity, and any such assignee
of the right and powers of PURCHASER
This Agreement shall become null and void if it is not
accepted by SELLER on or before 5:00 P.M. on the 25th day of
June, 1990, by returning a fully executed counterpart of this
Agreement to PURCHASER. It is understood by PURCHASER that this
Agreement is subject to the approval of the Holy See, which
approval shall be given within the time allowed for accepting
this Agreement as set forth in this Section 20.
This Agreement represents
parties and may not be changed
writing signed by both parties.
the entire agreement between the
orally but only by an agreement in
This Agreement shall be construed in accordance with the
laws of the State of Florida.
23. TIME qF ESSE:
Time is of the essence as to performance of all obligations
under this Agreement.
24 . NOT z _E_,
.Any notice required or permitted hereunder shall be in
writing and shall be deemed to be delivered upon receipt by
certified mail, postage prepaid, addressed to the parties as
follows:
(a) If intended for SELLER, to:
The Brothers of the Good Shepherd, Inc.
c/o Camillus House
728 Northeast 1st Avenue
Miami, Florida 33101
With a Copy to:
J. Michael Fitzgerald
Fitzgerald, Portela & Portuondo
150 West Flagler Street, Suite 270
Miami, Florida 33130
(b) If intended for PURCHASER, to:
Cesar. H. Odio, City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33137
With a Copy to:
Jorge L. Fernandez
City Attorney
One Southeast Third Avenue
1100 AmeriFirst Building
Miami, Florida 33131
This Agreement may be amended or changed only by written
document duly executed by SELLER and PURCHASER, and any alleged
amendment or change which is not so documented shall not be
effective as to either party., Provisions of this Agreement may
be waived by the party hereto which is entitled to the benefit
thereof by evidencing such waiver in writing, executed by such
party.
At any time or times after the date hereof, SELLER shall
execute, have acknowledge and deliver to PURCHASER any and all
instruments, and take any and all other action as PURCHASER may
reasonably request to evidence or perfect the transfer of the
Property or to effectuate the intents and purposes of this
Agreement. It is understood that as additional consideration for
this Agreement, SELLER and PURCHASER shall enter into a Grant
Agreement in the amount of $500,000, subject to the approval of
the City Commission. In the event the City Commission does not
approve said Grant Agreement, SELLER at its option, may withdraw
its offer to sell the property and assign its leasehold interest.
SELLER and PURCHASER shall equally share the cost for an
environmental assessment to determine if there is any hazardous
material (including, but not limited to, asbestos), waste or
toxic substance stored on the Property or any part thereof. In
the event the environmental assessment discloses the presence of
hazardous material, waste or toxic substances on the Property,
SELLER shall at its sole cost and expense pay for the corrective
actions necessary to remove or eliminate such hazardous material,
waste, or toxic substance.
_9_
9 0 4 3 ¢_
EXECUTED as of the above date and year first wri-tten.
WITNESSES AS TO SELLER:
ATTEST:
MATTY HIRAI
City Clerk
APPROVED AS TO INSURANCE
MANAGER
Insurance Coordinator
LKK/pb/Ml72
6/13/90 3:33 PM
SELLER: The Brothers of the
Good Shepherd, Inc.
By:
CITY OF MIAMI, a municipal
corporation of the State of
Florida ("CITY")
By:
CESAR H. ODIO
City Manager
APPROVED AS TO FORM
AND CORRECTNESS:
JORGE L. FERNANDEZ
City Attorney
7
0
EX IBIT A
Parcel No. 43B
STATEMENT OF NEGQTIATED CO"XENSAT"N
Fee Simple Interest to
be Transferred to the City
of Miami
Lease Interest to be
Assigned to the City
of Miami
.. _
_.. f.. ..
• ,
* _, M ..
LKK./pb/M17 2
6/13/90 3:33 PM
Lots 1,2,3, less
feet of Lots 1-3
10 feet of Lot 1
Block 43, Miami
41) .
the north 10
and the east
for R. Q. W.,
North (PB b-
Lots 19 and 20, Block 43 north
of the City of Miami, Florida,
according to the Plat thereof,
recorded in plat Book "B",
Page 41 of the Public Records
of Dade County, Florida.
Brothers of the Good Shepherd,
Inc. c/o Camillus House.
$1,500,000
$1,500,000
9a_- 4t1�v
CITY OF MIAMI
SOCIAL SERVICE'S GRANT AGREEMENT
THIS AGREEMENT, entered into this day of _ ,
19`, between the City of Miami, a municipal corporation of the
State of Florida, (hereinafter referred to as the "CITY"), and
Brothers of the Good Shepherd, Inc., a Florida not for profit
corporation, (hereinafter referred to as the "GRANTEE").
FUNDINQ, SOURCE: Community Development Block Grant Funds
TERM OF THE AGREENUM:
This Agreement shall commence on the date of the first
anniversary of the acquisition of the Property more particularly
and legally described on Exhibit A attached hereto and shall
terminate five years thereafter or upon full payment of the grant
amount, whichever first occurs.
AMOUINT: $500, 000.00
TAX IDENTIFICATION NUMBER:
NOW, THEREFORE, in consideration of the mutual covenants and
obligations herein set forth, the parties understand and agree as
follows:
ARTICLE I.
As a necessary part of this Agreement, prior to the
execution of this Agreement by the City Manager the GRANTEE shall
provide the CITY with the following:
1.1 Corporate Resolution authorizing execution of this
Agreement.
1.2 Work Program (as approved by the CITY).
1.3 Budget Summary, to include: completion of GRANTEE'S
Program/Line-Item Budget/Expenditure Justification, Total
Actual and Projected Funds Disclosure, and Staff Salaries
Schedule (on forms supplied by the CITY); budget for
program -generated income; copies of all sub -contracts
and/or management services agreements funded in whole or in
part under this agreement.
1.4 Copy of GRANTEE's Articles of Incorporation, Charter and
By-laws.
- 1 - 9 4 G
AIL
1 . 5 List of. Present: Princ ipa.l. Govern i.ng Board Off i,cers and
i
Members of the Board (names, addresses and telephone
numbers).
1.6
List of Key Staff Persons, with their titles, who will
carry out this program.
1.7
Certificate of Insurance which reflects GRANTEE'S current
liability insurance, naming the CITY as primary or `
j
additional insured as determined by the City Attorney's
�
Office of the CITY• currant Workers' Compensation -
insurance; current Fidelity Bond (applicable for all
persons who are authorized to receive and disburse funds
under this Agreement); and other coverage as deemed
necessary (i.e. automobile insurance).
1.8
Completion of Authorized Representative Statement (on form
supplied by the CITY).
1.9
Completion of Statement of Accounting System (on a form
supplied by the CITY).
1.10
A letter from an independent Certified Public Accountant -
_
which expresses the opinion that the GRANTEE's internal
controls are adequate to safeguard the organization's
assets.
A 1.11
Corporate Personnel Policies and Procedures.
1.12
Job Description and Resumes for all positions funded in
whole or in part under this Agreement).
1.13
GRANTEE's Corporate Seal (to be affixed to Signatory Page,
and Corporate Resolution).
- 1.14
Final Expenditures Report (to be submitted annually to the
CITY on an approved form no later than 30 days after the
end of each year during the term of this Agreement.
1.15
Certified Independent Audit (to be submitted to the CITY no
later than 120 days after the expiration of this
Agreement).
2�13
6
dwh
AP.TTCT,F T T .
2.1 11LOE QF PERFORM N
The term of this Agreement shall commence on the date of the -
first anniversary of the acquisition of the Property more
particularly and legally described on Exhibit A attached hereto
and shall terminate five years thereafter or upon full payment of
the grant amount, whichever first occurs.
2.2 CITy AUTHORIZATION
For the purpose of this Agreement, the Department of
Community Development will act on behalf of the CITY in the
I
fiscal control, programmatic monitoring, and modification of this
i
Agreement, except as otherwise provided by this Agreement.
9
2.3 OBLIGATION OF GRANTEE
The GRANTEE shall carry out the services as prescribed in
its Work Program (Attachment I), which is attached and =
incorporated herein and made a part of this Agreement, in a
lawful, and proper manner, satisfactory to the CITY, in -
accordance with the written policies, procedures, and
requirements as prescribed in this Agreement.
2.4 BUDGET SUMMARY AND LINE ITEM. BUDGET JUSTIFICATION
GRANTEE shall comply with its Program/Line-Item
Budget/Expenditure Justification (Attachment II) which is
attached and incorporated herein and made a part of this
Agreement.
- 2.5 RETENTION OF RECORDS
GRANTEE shall retain all financial records, supporting
documents, statistical records, and all other records pertinent
to this Agreement for a period of three years. The retention
period starts from the date of the submission of the final
expenditure report. Records for non -expendable property acquired
with funds under the Agreement shall be retained for a period of
three years after its final disposition. All records retained
pursuant to this section shall be retained beyond the three-year
period if audit findings have not been resolved.
ft
2.6 BgI3UI,fi�IG2dDNSUINE
GRANTEE shall maintain insurance and bonding coverages
acceptable to the CITY's Insurance Coordinator. Prior to
commencing any activity under this Agreement, the GRANTEE shall
furnish to the CITY certificates of insurance and bonding
indicating that the GRANTEE is in compliance with the provisions
of this article.
GRANTEE shall provide the following coverages%
A) Insurance coverage that reflects sound business practices
acceptable to the CITY's Insurance Coordinator.
B) Fidelity bonding for all persons handling funds received or
disbursed under this Agreement in an amount equal to or
greater than the maximum amount of cash held at any one
time.
Compliance with the foregoing requirements shall not relieve
the GRANTEE of its liability and obligations under this section
or under any other section of this Agreement.
2.7 LEVEL OF SERVICE
Should start-up time for a program be required or any delays
in service occur, the CITY is to be notified in writing
immediately, giving all pertinent details and indicating when
service shall begin and/or continue. It is understood and agreed
that the level of services, activities, and expenditures by the
GRANTEE, in existence prior to the initiation of services
hereunder, shall be continued and shall not be reduced in any way
as a result of this Agreement. Programs funded through this
Agreement shall not result in the displacement of Employed
workers, impair existing contracts for services, or result in the
substitution of funds allocated under this Agreement for other
funds in connection with work which would have been performed in
the absence of this Agreement.
2.8 MINORITY PROCUREMENT COMPLIANCE CLAUSE
GRANTEE acknowledges that it has been furnished a copy of
Ordinance No. 10538, as amended the Minority Procurement
Ordinance of the City of Miami, and shall comply with all
- 4 - 90--- 4 3 (x
applicable substantive and procedural provisions therein,
including any amendments thereto.
2 .9 D�_EL�7SRE �F UNITS
GRANTEE shall disclose all sources (public or private) and
amounts of funds reflecting the total budget whether they be real
or in -kind at the commencement of the Agreement period, as well
as any changes in the amount of funds through program income or
the sources received during the term of this Agreement, within 30
days of such change. Examples of in -kind funds include free
rent, labor, and office equipment.
2.10 FINAL EXPENDITURE REPORT
A final expenditure report shall be submitted annually to
the CITY within 30 days after the end of each year during the
term of this Agreement. This report shall reflect actual
expenditures, by line -items, versus budgeted expenditures. All
persons employed and paid pursuant to this Agreement are to be
listed by name, title, Social Security number, date hired or
terminated, ethnic background, and total salary reflecting both
CITY and other funding sources.
2.11 gEEQRTS AND EVALUATIONS
GRANTEE shall transmit to CITY, in writing, in a format
acceptable to CITY, quarterly reports regarding current activity
and the progress of the GRANTEE's activities. GRANTEE shall
submit to CITY such additional reports as may be requested.
GRANTEE shall prepare, in writing, in a format acceptable to
CITY, any reports or documentation that may be required by
Federal, State or Local Directives.
At the request of CITY, GRANTEE shall transmit to CITY
written statements of GRANTEE's official policy on specified
issues relating to GRANTEE's activities.
CITY may carry out monitoring and evaluation activities,
including visits and observations by CITY staff; GRANTEE shall
ensure the cooperation of its employees and Board members in such
efforts. Any inconsistent, incomplete, or inadequate information
either received by the CITY on a quarterly basis or obtained
- 5 -
qd ` Q
through monitoring and evaluation by thQ CTTY, shall constitute
good cause for the CITY to terminate this Agreement at any time
thereafter.
2.12 1AUJ) T
GRANTEE shall comply with all applicable federal regulations
relating to the submission of an independent audit from a
certified public accountant. CITY will advise the GRANTEE, in
writing, of said audit requirements within three (3) months of
the commencement of this agreement. The GRANTEE agrees to budget
sufficient funds allocated under this Agreement to secure an
independent audit from a certified public accountant which must
include the expression of an opinion on the financial statements,
and a compliance letter which tests whether the GRANTEE is in
conformity with all applicable regulations. Line Item Change
Requests will be accepted to cover• the cost of the required
audit. Additional funds will not be granted for this purpose.
If applicable, said audit shall be submitted to the CITY no later
than 120 days after the expiration of this Agreement.
2.13 CPA LETTER
GRANTEE shall submit to the CITY at the commencement of the
Agreement a letter from an independent Certified Public
Accountant (CPA) which expresses the opinion that the GRANTEE`s
accounting system has adequate internal controls to safeguard the
assets of the organization. Expenses incurred to secure the CPA
letter may be covered by the CITY grant and must be included in
the expenditure justification form of the budget summary.
ARTICLE III.
3.1 COMPENSATION
A. CITY shall pay GRANTEE, as maximum compensation for the
services required pursuant to Article II hereof, Five
Hundred Thousand Dollars ($500,000.00), to be paid in
annual increments of One Hundred Thousand Dollars
($100,000.00). CITY reserves the right to accelerate
the incremental payments if the funds are available and
to proportionately reduce said payments to coincide
- 6 -- 9 0 __, 43c,
with the .reduction of Community Development Block Grant
funds for all other. Social Service grants.
B. CITY shall have the right to review and audit the time
records and related records of GRANTEE pertaining to
any payments by CITY.
C. GRANTEE agrees that the full compensation shall be used
solely for the services and programs it provides
locally to the homeless and to pay all development
costs associated with the construction of the facility
which GRANTEE intends to build.
3.2 METHQD OF PAYMENT
A. On the commencment date of this Agreement CITY will
provide to GRANTEE One Hundred Thousand Dollars
($100,000.00) of the appropriated funds. All
subsequent payments will be made on the anniversary
date of the commencment date of this Agreement.
E. Any payment due under this Agreement may be withheld
pending the receipt and approval by the CITY of all
reports due from the GRANTEE as a part of this contract
and any modifications thereto.
3.3 FINANCIAL ACCOUNT'ABILITY
CITY reserves the right to audit the records of GRANTEE at
any time during the performance of this Agreement and for a
period of three years after final payment is made under this
Agreement. GRANTEE agrees to provide all financial and other
applicable records and documentation of services to CITY. Any
payment theretofore made shall be subject to reduction for
amounts included in the related invoice which are found by CITY,
on the basis of such audit, not to constitute allowable
expenditures. Any payments made to GRANTEE are subject to
reduction for overpayments on previously submitted invoices.
3.4 RECAPTURE OF FUNDS
CITY shall reserve the right to recapture funds when the
GRANTEE shall fail (i) to comply with the terms of this Agreement
or (i.i.) to accept conditions imposed by CITY at the direction of
the federal, state and local agencies.
3.5 SA,LA _IES_, ,rRIr GE BENEFZTS.___JQB_DESC.RZk'T_I�NS
To be eligible for reimbursement for personnel, costs,
GRANTEE shall submit to CITY for prior written approval, in
accordance with U.S. Department of Labor guidelines, a detailed
statement of the personnel policies of GRANTEE. These personnel
policies are to include, but are not limited to, pay schedules,
fringe benefits, resumes from staff, method used to compute
vacations and ill time, working hours, office procedures, paid
holidays, computation of wages, job descriptions to include
qualifications for job, an affirmative ,action plan, an equal
employment opportunity statement, disciplinary procedures and
methods, and format for and frequency of employee evaluations.
The CITY shall not reimburse GRANTEE for family health care
insurance premiums, nor shall. the CITY reimburse GRANTEE for
employee retirement benefits.
ARTICLE IV.
4.1 NONDISCRIMINATION
' GRANTEE agrees that it shall not discriminate as to race,
sex, color, creed, national origin or physical handicap in
connection with its performance under this Agreement.
4.2 CONFLICT OF INTEREST
GRANTEE covenants that no person under its employ who
presently exercises any functions or responsibilities in
connection with this Agreement has any personal financial
interests, direct or indirect, with CITY except as permitted
pursuant to this Agreement. GRANTEE further covenants that, in
the performance of this Agreement, no person having a conflicting
interest shall be employed. Any such interests on the part of
GRANTEE or its employees, must be disclosed in writing to CITY.
GRANTEE is aware of the conflict of interest laws of the
City of Miami (City of Miami Code Chapter 2, Article V), Dade
County Florida (Dade County Code Section 22-11.1) and the State
of Florida, and agrees that it shall fully comply in all respects
with the terms of said laws.
4. 3 INDEMNIFICATION
GRANTEE shall indemnify, defend and save CITY harmless from
and against any and all claims; liabilities, losses, and causes
of action which may arise out of GRANTEE's activities under_ this
Agreement, including all other acts or omissions to act on the
part of GRANTEE, including any person acting for or on its
behalf; from and against any relevant orders, judgments, or
decrees which may be entered against the CITY; and from and
against all costs, attorney's fees, expenses, and liabilities
incurred by the CITY in the defense of any such claims or in the
investigation thereof.
4.4 COMPIL ANCE WITH FEDERAL, STATE, A14D LOCAL LAWS
Both parties shall comply with all applicable laws,
ordinances, and codes of federal, state and local governments.
4.5 AMENDMENTS
No amendments to this Agreement shall be binding on either
party unless in writing and signed by both parties.
4.6 OWNERSHIP OF DOCUMENTS
All documents developed by GRANTEE under this Agreement
shall be delivered to CITY by said GRANTEE upon completion of the
services required pursuant to this Agreement and shall become the
property of CITY, without restriction or limitation on its use.
GRANTEE agrees that all documents maintained and generated
pursuant to this contractual relationship between CITY and
GRANTEE shall be subject to all provisions of the Public Records
Law, Chapter 119, Florida Statutes.
It is further understood by and between the parties that any
documents or thing which is given by CITY to GRANTEE pursuant to
this Agreement shall at all times remain the property of CITY and
shall not be used by GRANTEE for any other purposes whatsoever
without the written consent of CITY.
4.7 AWARD OF AGREEMENT
GRANTEE warrants that it has not employed or retained any
person employed by the CITY to solicit or secure this Agreement
and that it has not offered to pay, paid, or agreed to pay any
person employed by the CITY any fee. commission percentage,
s
brokerage fee, or gift of any kind contingent upon or resulting
f
from the award of this Agreement.
9
i
E! 4.8 N N DELF LI�X
The obligations undertaken by the GRANTEE pursuant to this
� Agreement shall not be delegated or assigned to any other person
or firm unless CITY shall first consent in i writing to the
performance or assignment of such services or any part thereof by
another person or firm.
4.9 CONSTRUCTION ,OF A,.GREEMENT
This Agreement shall be construed and enforced according to
the laws of the State of Florida.
4.10 OBLIGATION TO RENEW
Upon expiration of the term of this Agreement, GRANTEE
agrees and understands that CITY has no obligation to renew this
Agreement.
4.11 TERMINATION OF CONTRACT
CITY retains the right to terminate this Agreement at any
time prior to the completion of the services required pursuant to
this Agreement without penalty to CITY if GRANTEE is in default
of this Agreement. In that event, notice of termination of this
Agreement shall be in writing to GRANTEE, who shall be paid for
those services performed prior to the date of its receipt of the
notice of, termination. In no case, however, shall CITY pay
GRANTEE an amount in excess of the total sum provided by this
Agreement.
It is hereby understood by and between CITY and GRANTEE that
any payment made in accordance with this Section to GRANTEE shall
be made only if said GRANTEE is not in default under the terms of
this Agreement. If GRANTEE is in default, then CITY shall in no
way be obligated and shall not pay to GRANTEE any sum whatsoever.
4.12 GENERAL ColipTTioNS
A. All notices or other communications which shall or may
be given pursuant to this Agreement shall be in writing
and shall be delivered by personal service, or by
- 10 - 90" 4 3
registered mail addressed to the other party at the
address indicated herein or as the same may be changed
from time to time. Such notice shall be deemed gayen
on the day on which personally served; or, if by mail,
on the fifth day after being posted or the date of
actual receipt, whichever is earlier.
3500 Pan American Drive Brothers of the Good
Miami, Florida 33131 Shepherd, Inc.
c/o Camillus House
726 Northeast First Avenue
Miami, Florida
B. Title and paragraph headings are for convenient
reference and are not a part of this Agreement.
C. in the event of conflict between the terms of this
Agreement and any terms or conditions contained in any
attached documents, the terms in this Agreement shall
control.
D. No waiver or breach of any provision of this Agreement
shall constitute a waiver of any subsequent breach of
the same or any other provision hereof, and no waiver
shall be effective unless made in writing.
E. Should any provisions, paragraphs, sentences, words or
phrases contained in this Agreement be determined by a
court of competent jurisdiction to be invalid, illegal
or otherwise unenforceable under the laws of the State
of Florida or the City of Miami, such provisions,
paragraphs, sentences, words or phrases shall be deemed
modified to the extent necessary in order to conform
with such laws, or if not modifiable to conform with
such laws, then same shall be deemed severable, and in
either event, the remaining terms and provisions of
this Agreement shall remain unmodified and in full
force and effect.
4.13 INDEPENDENT CONTRACTOR
GRANTEE and its employees and agents shall be deemed to be
independent contractors and not agents or employees of CITY, and
11 - go- 43C
I
shall not attain any rights or benefits under the Civil. Service
or Pension Ordinances of CITY or any rights generally afforded
classified or unclassified employees; further, they shall not be
deemed entitled to the Florida Workers' Compensation benefits as
an employee of CITY.
4.14 CCESSQRS AND ASSIGNS
This Agreement shall be binding upon the parties herein,
their heirs, executors, legal representatives, successors, and
assigns.
4.15 DEFAULT PROVISIONS
In the event that GRANTEE shall fail to comply with each and
every term and condition of this Agreement or fails to perform
any of the terms and conditions contained herein, then CITY, at
its sole option, upon written notice to GRANTEE, may cancel and
terminate this Agreement, and all payments, advances, or other
compensation paid to GRANTEE by CITY while GRANTEE was in default
of the provisions herein contained shall be forthwith returned to
CITY.
ARTICLE V.
5.1 GRANTEE certifies that:
A. It possesses the legal authority to enter into this
Agreement by way of a resolution, motion, or similar
action that has been duly adopted or passed as an
official act of GRANTEE's governing body, authorizing
the execution of the Agreement, including all
understandings and assurances contained herein, and
directing and authorizing the person identified as the
official representative of the GRANTEE to act in
connection with the Agreement and to provide such
additional information as may be required.
R. It shall comply with the provisions of the Hatch Act
which limits the political activity of employees.
C. No program under this Agreement shall involve political
activities.
12
N
D. It shall prohibit employees from using their positions
for a purpose that is or gives the appearance of being
motivated by desire for private gain for themselves or
others, particularly those with whom they have family,
business, or other ties.
E. Participants or employees in the program pursuant to
this Agreement shall not be employed on the
construction, operation, or maintenance of that part of
any facility which is used for religious instruction or
worship.
F. Appropriate standards for health and safety in work and
training situations shall be maintained.
G. Persons employed in public service jobs under this
Agreement shall be paid wages which shall not be lower
than whichever is the highest of (a) the minimum wage
which would be applicable to the employer under Federal
standards, (b) the State or local minimum wage for the
most nearly comparable covered employment, or (c) the
prevailing rates of pay for persons employed in similar
occupations by the same employer.
H. It shall comply with the Civil Rights Act as amended.
I. It shall comply with the regulations and requirements
of the office of Management and Budget Circular A-102,
"Uniform Administration Requirements for Grant -in -Aid
to State and Local Governments," and Federal Management
Circular 74-4, "Principles for Determining Costs
Applicable to Grants and Contracts with State and Local
Governments."
J. It shall comply with the Anti -Kickback Act, Title 18,
USC Section 874, and provisions of the Federal Labor
Standards, Title 29.
K. It shall comply with the procedures set forth in the
Policies and Procedures Manual for Community Based
Organizations.
13 - �� 4 3 G
3
ARTICLE VI.
This instrument and its attachments constitute the sole and
only Agreement of the parties hereto relating to said grant and
correctly set forth the rights, duties, and obligations of each
to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this
Agreement are of no force or effect.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by the respective officials thereunto
duly authorized on the first date above written.
ATTEST:
MATTY H I RA
City Clerk
ATTEST:
Corporate Secretary
APPROVED AS TO INSURANCE
REQUIREMENTS:
Insurance Coordinator
LKK/pb/M180
6/12/90 4:42 PM
CITY OF MIAMI, a municipal
Corporation of the State
of Florida
By
CESAR H. ODIO
City Manager
GRANTEE:
The Brothers of the Good
Shepherd, Inc.
APPROVED AS TO FORM
AND CORRECTNESS:
Jorge L. Fernandez
City Attorney
(SEAL)
- 14 -
1.
Fee Simple Interest to
be Transfered to the City
of Miami
Parcel No. 43 A & B
Lots 1,2,3, less the north 10
feet of Lots 1-3 and the east
10 feet of Lot 1 for R. 0. W.,
Block 43, Miami North (PB
b-41) .
Lease Interest to be Lots 19 and 20, Block 43 north
Assigned to the City of the City of Miami, Florida,
of Miami according to the Plat thereof,
recorded in plat Book "B",
Page 41 of the Public Records
of Dade County, Florida.
2.
LKK/pb/M1$0
6/12/90 4:42 PM
Brothers of the Good Shepherd,
Inc. c/o Camillus House.
90"' 436
REVOCABLE PERMIT
NO.
ISSUED BY THE
CITY OF MIAMI
m
BROTHERS OF THE GOOD SHEPHERD, INC.
(HEREINAFTER "PERMITTEE")
PROPERTY KNOWN as CAMILLUS HOUSE
LOCATED at
700--726 Northeast 1st Avenue
MIAMI, FLORIDA
Issued this day of
1990
ATTEST: CITY OF MIAMI, a municipal
Corporation of the State
Florida
City Clerk City Manager
a
1
APPROVED AS TO FORM AND
CORRECTNESS:
City Attorney
9� _ 436
93
..
_G_QNTENTS
1. DESCRIPTION OF AREA
2. TIME
3. PURPOSE
4. FEE
5. LAWS APPLICABLE
6. UTILITIES
7. ASSIGNMENT OR TRANSFER
8. CONDITION OF AREA
9. ALTERATION BY PERMITTEE
10. MAINTENANCE
11. CITY'S RIGHT OF ENTRY
12. RISK OF LOSS
13. INDEMNIFICATION
14. INSURANCE
15. PEACEFUL RELINQUISHMENT
16. GENERAL CONDITIONS
17. ADVERTISING
18. NONDISCRIMINATION
19. VIOLATIONS
20. TAXES
21. INTEREST CONFERRED BY PERMIT
22. COURT COSTS AND ATTORNEY'S FEES
23. MODIFICATIONS
EAU
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4
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4
4
5
5
5
6
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90-- 13G
REVOCABLE PERMIT
1. D&SCSRIPT IQN OF AREA:
The City of Miami (CITY) hereby issues this Revocable Permit
to the Brothers of the Good Shepherd, Inc., a non-profit Florida
corporation, (PERMITTEE), for the purpose and under the
condition(s) hereinafter set forth, permitting said PERMITTEE to
use the area described as Camillus House located at 700-726
Northeast First Avenue, Miami, Florida, which is more
particularly and legally described in Exhibit A, attached hereto,
("Area").
2. TIME:
This Revocable Permit shall be valid for a period of twenty-
four (24) months or until a Certificate of Occupancy has been
issued for the building where the PERMITTEE is to relocate,
whichever first occurs, commencing upon issuance by the City
Manager. It is understood, however, that the Area shall cease to
exist as a "Satellite Feeding Station" within twelve (12) months
of the issuance of the Revocable Permit. This Revocable Permit
may be extended upon request of PERMITTEE, submitted in writing
at least ninety (90) days prior to the expiration date, subject
to the approval of the City Commission. This Revocable Permit or
any extensions and renewals thereof may, in addition to the
revocation which may result from or under the provisions of
Section 19 hereof, also be revoked by the City Manager, with or
without cause, by delivery of a written notice of revocation
thirty (30) days prior to such revocation.
3. PURPOSE:
The Area shall be used by the PERMITTEE to provide services
to the homeless.
PERMITTEE shall not change or modify such use without the
prior written consent of the City Commission.
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a
PERMITTEE shall pay for the use of the Area a fee in the
amount of one dollar ($1.00) per year.
PERMITTEE accepts this Revocable Permit and hereby
acknowledges that PERMITTEE'S compliance with all laws of the
State of Florida, Ordinances of the City of Miami and Dade
County, Florida, pertaining to the operation and maintenance of
the Area, including but not limited to building codes and zoning
restrictions, as a condition of this Revocable Permit, and
PERMITTEE shall comply therewith as the same presently exist and
as they may be amended hereafter.
6. UTILITIES:
Unless otherwise provided herein, PERMITTEE shall provide
all utilities, including but not limited to, electricity, water,
gas, and sewage disposal. Trash and garbage removal shall be at
o the cost of PERMITTEE. PERMITTEE shall be responsible for
telephone charges.
7. NO ASSIGNMENT OR TRANSFER:
PERMITTEE cannot assign or transfer its privilege of entry
and use granted unto it by this Revocable Permit.
8. CONDITION OF AREA:
PERMITTEE hereby accepts the Area in its present condition
and agrees to maintain it in the same or better condition, order
and repair as it is in at this time, at the cost and expense of
the PER.MITTEE, except for reasonable wear and tear.
9. ALTERATIONS.IMPROVEMENTS BY PERMITTEE:
A. PERMITTEE may not make any alterations, improvements in
or to the Area unless the plans:
1) Be first submitted to Property and Lease
_= Management, for presentation and review by all
departments and offices of the CITY with
jurisdiction, and
2) Be approved by the City Manager of the City of
Miami, and
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3) Be in compliance with all state, county and city
rules and regulations, and any other_ agency that
may have jurisdiction in these matters.
Any alterations or improvements made by PERMITTEE,
shall be made at the sole expense and cost of the
PERMITTEE. The CITY shall not be responsible for
reimbursing the PERMITTEE for any expenses or
costs incurred in making such alterations or
improvements upon the expiration or revocation of
this Permit.
B. PERMITTEE shall have the right to remove any movable
personal property or fixtures that it places in or on
the Area. All alterations, improvements or
construction must be in conformance with the provisions
of Section 5 hereof.
10. MAINTENANCE:
PERMITTEE shall maintain the interior and exterior of the
Area in good order and repair at all times, and in an attractive,
clean and sanitary condition during the period of this Revocable
Permit or any extension or renewal hereof.
11. CITY'S RIGHT OF ENTRY:
CITY, or any of its properly designated agents,
representatives, or employees, shall have the right to enter said
Area during all reasonable working hours, to examine and/or
inspect the same.
12. RISK OF LOSS:
PERMITTEE shall indemnify and save CITY harmless against all
= risk of loss, injury or damage of any kind or nature whatsoever
to property now or hereafter placed on or within said Area, and
all risk of loss, injury or damage of any kind or nature
whatsoever to the contents of such building or improvements made
by PERMITTEE to the structure or structures, or to any goods,
chattels, merchandise or to any other property that may now or
3 hereafter be placed upon said Area, whether belonging to
PERMITTEE or others, whether said loss, injury or damage results
-5- 90 4 3
I
from fire, hurricane, rising water or from any other cause or
other contingency, and whether the same be caused by the claimed
negligence of CITY or any of its employees, agents, or otherwise,
and to keep CITY harmless from all claims and suits growing out
of any such loss, injury or damage.
13. INDEMNIFICATION:
PERMITTEE shall indemnify, hold harmless, and defend CITY
from and against any and all claims, suits, actions, damages or
causes of action arising during the period of this Revocable
Permit, for any personal injury, loss of life or damage to
property sustained in or on the Area, by .reason of or as a result
of PERMITTEE'S use or operations thereon, and from and against
any orders, judgments, or decrees which may be entered thereon,
and from and against all costs, attorney's fees, expenses and
liabilities incurred in and about the defense of any such claim
and the investigation thereof.
14. INSURANCE:
PERMITTEE shall maintain throughout the period of this
Revocable Permit the following insurance:
A. General liability insurance on a comprehensive general
liability coverage form, or its equivalent, including
premises, operations, and contractual coverages, with a
combined single limit of at least $1,000,000 for bodily
injury liability and property damage liability. CITY
shall be an additional named insured on the policy or
policies of insurance.
B. Automobile liability insurance covering all owned, non -
owned and hired vehicles used in conjunction with
operations covered by this agreement. The policy or
policies of insurance shall contain a combined single
limit of at least $300,000 for bodily injury and
property damage.
C. The policy or policies of insurance required shall be
so written that the policy or policies may not be
canceled or materially changed without thirty (30) days
9 0 .. i
U
advance written notice to the City of Miami- being
delivered to the Insurance Manager, General Services
Administration Department, 1390 NW 20 Street, Miami,
Florida 33142.
A current Certificate of Insurance showing the required coverage
shall be supplied to the Insurance Coordinator for the City at
One Southeast Third Avenue, Miami, Florida, 33131. Insurance
policies required above shall be issued by companies authorized
to do business under the laws of the state, with the following
qualifications as to management and financial strength: The
company must be rated no less than A as to management, and no
less that class V as to financial strength, in accordance with
the latest edition of Best's Key Rating Guide, published by
Alfred M. Best Company, Inc., 75 Fulton Street, New York, New
York.
15. PEACEFUL RELINQUISHMENT:
At the expiration of the Revocable Permit period, PERMITTEE
shall, without demand, quietly and peaceably relinquish, its use
of the Area in as good condition as it is now, except for normal
wear and tear such relinquishment also being required, upon
demand of the City Manager, pursuant to the provisions of Section
19 hereof, or as provided in Section 2 or as may otherise be
directed by CITY.
- 16. GENERAL CONDITIONS:
A. All notices or other communications which shall or may
be given pursuant to this Revocable Permit shall be in
writing and shall be delivered by personal service, or
by registered mail addressed to CITY and PERMITTEE at
the address indicated herein or as the same may be
changed from time to time. Such notice shall be deemed
given on the day on which personally served; or if by
mail, on the fifth day after being posted or the date
of actual receipt, whichever is earlier:
90- 43C
-7-
—C ()F M-I—An PUMITTEE.
City Manager Brother Harry Somerville
Attn: Property & Lease Mgmt. Brothers of the Good
City of Miami Shepherd, Inc.
P. O. Box 330708 C/o Camillus House
Miami, Florida 332.33-0708 726 Northeast First Avenue
Miami, Florida
B. Title and paragraph headings are for convenient
reference and are not, a part of this Revocable Permit.
C. No waiver of a violation of any provision of this
Revocable Permit shall constitute a waiver of any
subsequent violation of the same or any other provision
hereof, and no waiver shall be effective unless made in
writing.
D. Should any provisions, paragraphs, sentences, words or
phrases contained in this Revocable Permit be
determined by a court of competent jurisdiction to be
invalid, illegal or otherwise unlawful under the laws
of the State of Florida or the City of Miami, such
provisions, paragraphs, sentences, words or phrases
shall be deemed modified to the extent necessary in
order to conform with such laws, and the same may be
deemed severable by the CITY, and in such event, the
remaining terms and conditions of this Revocable Permit
shall remain unmodified and in full force and effect.
17. ADVERTISING:
PERMITTEE shall not permit any signs or advertising matter
to be placed either in the interior or upon the exterior of the
Area or grounds without having first obtained the approval of the
City Manager or his designee. CITY .reserves the right to erect
or place upon the Area an appropriate sign indicating CITY'S
having issued this Revocable Permit.
18. NONDISCRIMINATION:
PERMITTEE shall not discriminate against any persons on
account of race, color, sex, religious creed, ancestry, national
origin, mental or physical handicap, in the use of the Area.
9 0 - 4 3 V
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19 . y lv1dalo- 5 :
If PERMITTEE in any manner violates the restrictions and
conditions of this Revocable Permit, then, and in that event,
after ten (10) days written notice given to PERMITTEE by the City
Manager within which to cease such violation or to correct such
deficiencies, and upon failure of PERMITTEE to so do after such
written notice, this Revocable Permit is hereby revoked
automatically without the need for other or further action by
CITY.
20. TAXES:
During the period of this Revocable Permit, PERMITTEE shall
pay any and all taxes of whatever nature lawfully levied upon or
assessed against the Area.
21. INTEREST CONFERRED BY EERMIT:
The provisions of this Revocable Permit do not constitute a
lease and the rights of PERMITTEE hereunder are not those of a
- tenant. No leasehold interest in the Area is conferred upon
PERMITTEE tinder the provisions hereof.
22. COURT COSTS AND ATTORNEY'S FEES:
In the event that it becomes necessary for CITY to institute
legal proceedings to enforce the provisions of this Revocable
Permit, PERMITTEE shall pay CITY'S court costs and attorney's
fees.
23. MODIFICATIONS:
The conditions contained herein shall not be modified unless
said modifications are approved in writing by the City Manager.
IN WITNESS WHEREOF, PERMITTEE has hereunto caused this
Revocable Permit to be applied for and has executed the following
by its duly authorized officers, as of this day of
1990.
ATTEST: PERMITTEE:
BROTHERS OF THE GOOD SHEPHERD,
INC., a non profit Florida
Corportion
By:
Corporate Secretary
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90 436
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APPROVED AS TO INSURANCE
REQUIREMENTS:
Insurance Coordinator
LKK/pb/M179
5/23/90 12:15 PM
90- 136
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NO
0
1.
2.
EX_ —UIT_A
Parcel No . U-A-A-5
OWN • • : r • • •
Fee Simple Interest to Lots 1,2,3, less the north 10
be Transfered to the City feet of Lots 1-3 and the east
of Miami 10 feet of Lot 1 for R. 0. W.,
Block 43, Miami North (PB b-
41) .
Lease Interest to be Lots 19 and 20, Block 43 north
Assigned to the City of the City of Miami, Florida,
of Miami according to the Plat thereof,
recorded in plat Book "B",
Page 41 of the Public Records
of bade County, Florida.
PURPERNOWWORRUX
LKK/pb/M179
5/23/90 12:15 PM
Brothers of the Good Shepherd,
Inc. c/o Camillus House.
9 0 -- 4 3 (
1q7
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El
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To: Honorable Mayor and Members
of the City Commission
FROM : Cesar H. Od
City Manage
RECOMMENDATION:
DATE : %MAY C 91990 FILE :
SUBJECT : Purchase of the Camillus
Property
REFERENCES For the City Commission
Meeting of 6/7/90
ENCLOSURES:
It is respectfully recommended that the City Commission adopt
attached Resolution authorizing the City Manager to 1) make an
offer and execute an Agreement of Purchase and Sale, in
substantially the form attached, with the Brothers of the Good
Shepherd, Inc. for the acquisition of the property generally
located at 700-728 and 732-740 Northeast First Avenue, Miami,
Florida; such offer not to exceed the purchase price of $1.2
million for the fee simple interest and $300,000 for the
leasehold interest; further authorizing the City Attorney to
proceed to close on the subject property after examination of the
abstract and confirmation of opinion of title, with funds that
will be identified by the City Commission; 2) execute a Social
Services Grant Agreement, in substantially the form attached,
with the Brothers of the Good Shepherd, Inc., for an amount not
to exceed $500,000 with funds that will be identified by the City
Commission; and 3) issue a Revocable Permit, in substantially
form attached, to the Brothers of the Good Shepherd Inc., for the
use of the subject property not to exceed 24 months of the
closing date for the acquisition of the subject property or until
a Certificate of Occupancy is issued for the building where the
Brothers of the Good Shepherd, Inc. is to relocate, whichever
first occurs.
BACKGROUND:
13
On February 23, 1989, the City Commission authorized the City
Manager to make an offer and execute an Agreement of Purchase and
Sale (Agreement) with the Brothers of the Good Shepherd, Inc.
(the Brothers) for the acquisition of the leasehold interest and
the fee simple interest in the property generally known as "the
Camillus House". The City Commission proffered an offer of $1.2
million for the fee simple and $300,000 for the leasehold
interest. In addition to that the City Commission authorized the
execution of a Social Services Grant Agreement for the Brothers
in the amount of $500,000.
90- 436
rAl Y of F:1IAP;1I 1-1llr1if)n
INTER -OFFICE MEM0RAtJD1.1M
T (1
The Legislation Files
i-Fiw,i Arline Hodgson
Information Officer
Dept. of Dev. & Housing Consv.
r,nlr July 9, 1990 STIR-ir:r.' Res. No. 90-436
Camillus House Purchase
RI I FIII WTS
MCI OSIIRI"
The oEfici.al copy of this resolution does not have the proper
attachments. At present, there are three complete copies of the
Agreement of Purchase and Sale (with Exhibit "A" included)
attached as part of the resolution.
I have confirmed with Linda K. Kearson, Assistant City Attorney,
that the correct attachments should be:
The Agreement of Purchase and Sale (with exhibit "A")
The Social Services Agreement between the City and
the Brothers of the Good Shepherd, Inc.
The Revocable Permit for use of the subject property
Attorney Kearson will follow up by submitting the appropriate
attachments to the Clerk's Office for correction of their
records.
CC: Linda K. Kearson
City Attorney's Qice
Sylvia Lowman
City Clerk's Office
U`•
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90- 436