HomeMy WebLinkAboutR-89-01903 !�
2/93/89
RESOLUTION NO. F39--190
A RESOLUTION, WITH ATTACHMENT, AUTHORIZING
THE CITY MANAGER TO 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 FEE SIMPLE INTEREST AND
LEASEHOLD INTEREST IN THE PROPERTY LOCATED AT
726 NORTHEAST FIRST AVENUE, MIAMI, FLORIDA
WHICH IS MORE PARTICULARLY AND LEGALLY
DESCRIBED ON EXHIBIT A OF THE ATTACHED
AGREEMENT; SUCH OFFER NOT TO EXCEED THE
PURCHASE PRICE OF $1.2 MILLION FOR THE FEE
SIMPLE INTEREST AND $300,000 FOR THE
LEASEHOLD INTEREST IS SUBJECT TO THE
APPROPRIATION OF FUNDS FOR SUCH PURCHASES;
FURTHER AUTHORIZING THE CITY ATTORNEY TO
PROCEED TO CLOSE ON THE SUBJECT PROPERTY
AFTER EXAMINATION OF THE ABSTRACT AND
CONFIRMATION OF OPINION OF TITLE, SUBJECT TO
FUNDS FOR THE ACQUISITION OF THE HEREIN
PROPERTY BEING APPROPRIATED.
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 fee simple interest and
leasehold interest in the property located at 726 Northeast First
Avenue, Miami, Florida more particularly and legally described on
Exhibit A of the attached Agreement, subject to the appropriation
of funds for a purchase price not to exceed $1.5 million for the
fee simple interest and $300,000 for the leasehold.
Section 2. The City Attorney is hereby authorized to
Proceed to close on said property after examination of the
abstract and confirmation of an Opinion of Title and, if approved
by the City Attorney, the City Manager shall disburse the
purchase price in accordance with the Agreement of Purchase and
Sale.
9
CITY COMMISSION
MEETING OF
FEB 22(3� 1989
)N No.` .9-111
PASSIM'.M AWPTSD this . 3rd
day of _,rubruaryo. lea$.
�t
A
YAVIER L S E* MAYOR
JA
;,
IRAI .
CITY CLERK
PREPARED AND APPROVED BY:
APPROVED A8 TO FOR'
AND CORRECTNESS:
. EV LINDA .8. Ki3ARSON d0 8 L . FERN BZ
ASSISTANT CITY ATTORNEY
CI ATTORN }
1 •
Alf
4oCITILY, oil
,
sty <
LKK/pb/M943
l
,�i _ .� {C Y.'..
MAW l
Ate
.y f. E
41
owl
at
loan +d. r s7k
^ v: r=fig+`yt?�
tAh"f ^s
NATO Qw,
y Y W
F %
q.+y
-
20
' ,y t r ,° o •r �, � i rJ � ,y,�- .I " ,, � '� � " � a x7�: F e,� ,�[ � p M r 77 � -
=� a "' d� .�a�� � �. r y^i* a ev 3'a �:• �} ''.�,.����#: {`R+1xS���,.1„ Ott ��' ��� t'� -�
a
amply
y.;tr i v RS i�allJ ,� ,
' e,� `: +. ', Y •' r e t Mott
. �' kr^'�;'skv.'�'' / 4d} h"'vlxT?,^t • ^>1' 4 f; � � " s s •�r' ''�
,':: --�,�m�� ..rM. 1• ^'' >t r':: '� *.:e.,.�F4i"!'�r. et�j a'ly �a 'a f:" p .tj.4 s.,ti�,,�j.�,,, `'{:
a�t-
yv.#,,a"" 5�. s T
Jim
+�J i Ar y.,;)F'tilfi', �^�.cd 1�r '4�4��1
e�YiriY'kr,yy t 'l s r-,�'4
!r i tir s< Fa f > •' i.7 `^'� .{,"'- ` r'-31 16-41• Q'ar 1kk r _: ,3i, a s 3��
^� 41 t ! S t�., J _ _ e.a °i._., %d" _-. oil .r. .�, .. . _ ? o-es,...,r-:.-.:"'f��+ x e,H
THIS AGREEMENT OF PURCHASE AND SALE entered into as of the
day of , 1989, by and between the Brothers
of the Good Shepherd, Ino. 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 an
"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
conveyed to PURCHASER fee title to the said property,
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.
"Agreement" shall mean this Agreement of Purchase and
Sale and any amendment hereto made in accordance with
the provisions of Section 26 hereof.
"Closing" shall mean the occurrences of the events
described in Section 7 hereof. "Closing Date" shall
mean the date the Closing occurs.
"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.
"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.
"Indebtedness" shall mean any and all Indebtedness
secured by liens on the Property. "Indebtedness
Deouments" shall mean any and all documents delivered.
to PURCHASER prior to the Closing and evidencing or
seouring the Indebtedness.
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, write,,
statutes, rulings, rules. regulations, permits,
W,.
certificates or ordinances of any Governmental
—
Authority in any way applicable to SELLER or the
Property, including but not limited to any of the
aforesaid dealing with the use, management, leasing,
maintenance, service, operation, insurance or condition
of real property, including zoning or environmental
-
matters, (b) the Indebtedness and the Indebtedness
—f
Documents, (o) any and all insurance requirements and
(d) any and all other documents, instruments or
i'
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
;t
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.
PI
1.10 "Title Exception" shall mean and include but not be
'}}
limited to any lien, mortgage, security interest,
encumbrance, pledge, assignment, claim, charge, lease
1
(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 subjeot to which PURCHASER
expressly agrees, through written notice to SELLER, to
take title to the Property.
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. GENERAL 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.
(o) 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.
-2-
139-190
(e) There is no action, suit, proceeding or claim against
SELLER which would affect the Property now pending or
being prosecuted, nor has any such action or suit been
threatened or asserted to SELLER's best knowledge.
(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.
4. OPERATIONS PENDING CLOSING:
During the period between the date of this Agreement and the
1' date of Closing, SELLER agrees:
t:
(a) To own, occupy, manage, maintain, operate and insure
the property in accordance with all Legal Requirements,
in a good and businesslike manner and is 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
i agreements with respect to all or any portion of the
Property.
(o) Not to create or enter into any contract (written or
oral) to create any Title Exceptions.
None of the foregoing warranties, representations and
oovenants 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.
S. DELIVERY OF DOCUMENTS:
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.
6. PHYSICAL INSPECTION:
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 inspeotion 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.
-3-
89-190
5-
0
0
(a) SELLER agrees to furnish PURCHASER at PURCHASER's sole
cost and expense a Standard Form Owner's Title Policy
covering the real estate described herein in the full
amount of the Purchase Price containing survey coverage
and no exceptions or conditions other than Permitted
Title Exceptions. The exceptions for restrictive
covenants shall be marked "None of Reoord". PURCHASER
shall, at PURCHASER's sole cost and expense, cause the
Title Company to issue a preliminary report forthwith,
a000mpanied 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 oure 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 satisf
PURCHASER's objection to the title in said thirty (30�
day period, and PURCHASER does not waive suoh
objections, this Agreement shall be null and void for
all purposes.
(b) Closing hereunder shall take place upon ten (10) days
written or oral notice from PURCHASER to SELLER anytime
between March 1, 1989 and April 30, 1989, unless an
alternative date of Closing is agreed to by PURCHASER
and SELLER in writing.
(o) SELLER, at its sole cost and expense, shall deliver or
cause to be delivered to PURCHASER the following:
(i) General warranty Deed fully executed and
acknowledged by SELLER, conveying to PURCHASER
good marketable and insurable title free of liens
and encumbrances for the portion of the Property
being conveyed in fee simple. All movable and
Immovable fixtures and equipment will remain the
property of SELLER and may be removed or disposed
of in accordance with the best interest 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 oustomarily executed
in Florida to effeotuate the oonveyanoe of
property similar to the Property, with the effeot
that, after the Closing, PURCHASER will have
-4-
89-1.90
---- --- -MH
W
suoaeeded 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 seouring payment of the
Note.
(d) In addition, eaoh party will provide to the other any
dooument neoessary or reasonably requested in order to
oonfirm the proper authority of suoh party to
oonsummate this transaotion.
(e) All reoording and olosing oosts shall be paid by
PURCHASER. All other expenses inourred by SELLER or
PURCHASER with respeot to the Closing (not otherwise
speoifioally designated elsewhere in this Agreement)
shall be borne and paid exolusively by the party
inourring the same.
(f) SELLER shall pay all oosts 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 reoeive all prooeeds relating to the
Property that are allooable to the period before the
Closing Date unless otherwise provided for in this
Agreement, and PURCHASER shall have the right to
reoeive all prooeeds relating from and after the
Closing Date. PURCHASER shall pay all oosts and
liabilities relating to the Property that arise out of
or are attributable to the period after the Closing
Date, exoept suoh oosts and liabilities that arise out
of or result from a breaoh by SELLER of its
representations and warranties set forth in Seotion 3
hereof.
(g) Upon completion of the Closing, SELLER shall deliver to
PURCHASER title to the Property, however SELLER shall
remain in possession of the Property for a period of
twenty-four (24) months after the Closing Date. It is
further understood by the parties that SELLER shall
disoontinue its "Satellite Feeding Station" at the
property within twelve (12) months after the Closing
Date. In the event SELLER requires an extension of
time at the property in order to effeotuate a
satisfaotory transition to a new looation, SELLER may
request an extension from the City Commission. The
terms and oonditions of SELLER's right to possession of
the Property shall be set forth in a Revooable Permit
(in a form mutually aooeptable to the parties) to be
delivered to SELLER prior to execution of this
Agreement and issued by PURCHASER on the Closing Date.
PURCHASER, its agents, and its oontraotors from and
after the execution of this instrument shall have the
right to enter upon the Property to make studies,
surveys, tests, and soundings.
(h) At time of Closing the SELLER shall
PURCHASER in addition to the fee simple
Lease interest presently existing in the
ANNEF-Ti-rTO; ; NTJ
assign to the
interest, the
Property.
PURCHASER shall pay to SELLER a sum in the amount of One
Million Five Hundred Thousand Dollars ($1,800,000) as full
oompensation for the purohase of the Property. Such oompensation
shall be paid in inorements as follows:
a. Five Hundred Thousand Dollars ($500,000) on the Closing
Date.
b. Five Hundred Thousand Dollars ($500,000) six months
from the Closing Date.
0. Five Hundred Thousand Dollars ($500,000) one year 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.
�. RSTOPPEL LETTERS:
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 suooeeding month;
(iii) the holder's confirmation 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 BY 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.
11. PRORATIONS:
All normal and customarily proratable items, including
without limitation real estate and personal property taxes.
utility bills, insurance premiums and interest, shall survive the
Closing Date and shall continue to be paid by the SELLER until
such time as SELLER vacates and relinquishes possession of the
Property. All Impositions which are now a lien with respect to
the Property shall be paid by SELLER as of the -Closing Date. The
provisions of this Section 11 shall survive the Closing.
12. RISK OF LOSS: f
1
Risk of loss shall be borne by SELLER until such time as =
SELLER vacates and relinquishes possssion 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.
V ;
r
„x
a -T • 1J. *0 celk�l
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. CO
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
oondemnation by a body having the power of eminent domain or if
taken by eminent domain or condemnation (or sale in lieu
thereof) , PURCHASER may within fifteen (15 ) days of such taking
by written notice to SELLER elect to cancel this 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 ovbr 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.
Alp ,• 1T :
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, non000urrenoe 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 F
process to PURCHASER with respect to the Property from the date
of this Agreement through the Closing Date.
16. DEFAULT BY SELLER:
In the
Agreement
termination
performance
event that SELLER should fail to consummate this
for any reason except PURCHASER's default or
of this Agreement, PURCHASER may enforce the specific
Of this Agreement.
-7-
4P
17 . r]QnRMNIFICATTnN ;
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(o) 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 oovenant.
17.02 Tndemnification_ by SELLER. SELLER hereby assumes
liability for, and agrees to defend, indemnify and
hold harmless PURCHASER, its offioials, 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,
asserted against or reasonably incurred by PURCHASER,
its officials, employees or agents, in any way
relating to or arising out of (a) the financing,
ownership, use, maintenanoe, 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 =ndem ifioation_ 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 oovenant, made by PURCHASER in or
pursuant to this Agreement, subject to the provisions
of Section 788.28, Florida Statutes.
If within five (S) 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.
-8-
0
71, :hM
PURCHASER shall have the absolute right and authority to
assign this Agreement and all of his rights hereunder to any
person, firm, oorporation or other entity, and any suoh assignee
shall be entitled to all of the right and powers of PURCHASER
hereunder.
20. ACCEPTANCE:
This Agreement shall beoome null and void if it is not
aooepted by SELLER on or before 5:00 P.N. on the day of
1989, by returning a fully exeouted oounterpart
of this Agreement to PURCHASER. It is understood by PURCHASER
that this Agreement is subjeot to the approval of the Holy See.
whioh approval shall be given within the time allowed for
aooepting this Agreement as set forth in this Seotion 20.
This Agreement may beoome voidable by PURCHASER. at the
PURCHASER'S sole disoretion, in the event that:
(a) A warranty, representation or oovenant set forth is
Seotion 3 of this Agreement is not true or aoourate
prior to the Closing Date.
(b) Any hazardous material (including, but not limited to,
asbestos), waste or toxio substanoe is stored or found
in or on the Property or any part thereof. In the
event that PURCHASER determines there is any hazardous
material, waste or toxio substanoe found in or on the
Property, PURCHASER, as an alternative to voiding this
Agreement, may take any oorreotive aotions neoessary to
remove or eliminate suoh hazardous material, waste or
toxio substanoe and SELLER shall either pay for suoh
removal or elimination or deduot the post of the same
from the Purohase Prioe. An environmental assessment
shall be oonduoted at the property within ninety (90)
days of the exeoution of this Agreement, the oost of
whioh shall be borne by PURCHASER.
22.
This Agreement represents the entire agreement between the
parties and may not be ohanged orally but only by an agreement in
writing signed by both parties.
23. APPLICABLE LAW:
This Agreement shall be oonstrued in a000rdanoe with the
laws of the State of Florida.
24. TIME OF ESSENCE:
Time is of the essenoe as to performanoe of all obligations
under this Agreement.
25. NOTICES
Any notioe required or permitted hereunder shall be is
writing and shall be deemed to be delivered upon reoeipt by
oertified mail, postage prepaid, addressed to the parties as
follows:
_9„
1.
.
}tS '
'y.iFd'.•
_ J
h.XliR
I
(a) if intended for SELLER, to:
The Brothers of the Good Shepherd, Ino.
0/0 Camillus House
128 Northeast lot Avenue
Miami, Florida 33101
With a Copy to:
J. Miohael Fitzgerald
Fitzgerald, Portela V Portuonto
160 West Flagler Street, Suite 270
Miami, Florida 33130
(b) If intended for PURCHASER, to:
Cesar H. Odio, City Manager
City of Miami
3800 Pan Amerioan 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 ohanged only by written
dooument duly exeouted by SELLER and PURCHASER, and any alleged
amendment or ohange whioh is not so dooumented shall not be
effeotive as to either party. Provisions of this Agreement may
be waived by the party hereto whioh is entitled to the benefit
thereof by evidenoing suoh waiver in writing, exeouted by such
party.
27. ATTORNEV 9 PEER:
PURCHASER shall pay
pay SELLER's attorney's
($18,000.00).
At any time or times after the date hereof, SELLER shall
exeoute, have acknowledge and deliver to PURCHASER any and all
instruments, and take any and all other aotion as PURCHASER may
reasonably request to evidenoe or perfeot the transfer of the
Property or to effeotuate 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 $500,000, subjeot to the approval of
the City Commission. In the event the City Commission does not
approve said Grant Agreement, SELLER at its option, may withdraw
its offer to sell the property and assign its leasehold interest.
EBECUTED as of the above date and year first written.
WITNESSES AS TO SELLER: SELLER: The Brothers of the
Good Shepherd, Ino .
r LJ 4_s'
i
A i +.
M • n
3hu
Nall
VIP
IWN M OP VtAkl tiiiii
r
�y
i i it
earporatio$ of the state fit
'lOrLda ("CITY")
s
yy k
t
°i
�• `` r��i?��Nh *r ak c2�* �uf"�`i�t4,�' � iaT�'i+' t v s s � cl .�,..ggs ,�'�,)r�r r
".y J �'�'' d� d c d { ° i F t � t S '�xm°°k Or
R.,�9 7+0 5�.�' � t .Sk{�"� �.•;y,��„
�4
! u5%
a/14/89'3 00 N r. t' p UM
t F
#1.
!
t.
i
U
� }xT t ,•
'
t _
a t
. . �
yy� �y i yo 'j4 1
s &POG
�
W
1
t
"'
'"OP PROP tTY;
r
The Simple interest to
Lots 112.3, less the north 10
be Transfered to the City
feet Of Lots 1-3 and the east „
. ' Of Mimi
10 feet of Lot 1 for R. . :
Blook 43, Miami North (PS b-
41).
Lease interest to be
Assigned
Lots 19 and 20, Biook 43 north
to the City
Of Miami
of the City of Miami, Florida,
a000rding to the Plat thereof,
reoorded in plat Book "B".:,
Page 41 of the Publio Re00rde
of Dade County, Florida.
2`. QVnga: OF ZCORD:
;Brothers of the, Good .Bhepherd :: .
Al
2.4
4e
P.
Iwo
xre
CITY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM
TO : DATE
Honorable Mayor and Members
of the City Commission SUBJECT
FROM : Jorge L. Fernandez REFERENCES:
City Attorney
ENCLOSURES:
February 15, 1989 PALE
Agenda Items re:
Camillus House
Transmitted herewith for your approval at the City
Commission meeting scheduled for February 23, 1989 are
following documents regarding the Camillus House acquisitions
s 1. Agreement of Purchase and Sale
2. Social Services Grant Agreement
3. Revocable Permit _AA
The most significant provisions of the respective- documents]
are
1. AGREEMENT OF PURCHASE AND SALE:`
a. Paragraph 7(b) I
The closing is scheduled to take place between March`;
1989 and April 30, 1989 unless an alternative date is _
scheduled. It is important to note that this Agreement ;1"
has to be approved by the Holy See, which will take .
approximately ninety (90) days.
i b. Paragraph 7(e).
x
All recording and closing 'costs are to be paid
City. Such costs may' approximate $1200000. °`' '`
i Y i F thy,.
c.
Paragraph 7 (g)
The Brothers of the Good Shepherd, Inc.
# remains in possession of _the Property for tw�nt�►-�fur
}� y-
(24,) months after the Closing Date, but the "S1t�,� ire f f z:
Feeding Station" has to; be discontinued `withinW�',�i
(,1) months after' the Closing patQ.f k
r_
... .. .n r.t ,.. .. .. ,- _ }: _ .. ..( _•.3 ,.-.zi'-{'...r>i^:1:5Ki t`ir,.11.nW✓�'b .t/- -
Honorable Mavor and Members February 15, ival.
Of the City Commission Page 3
2. SOCIAL SERVT.CES GRANT AGREEMENT: '-
a.
Paragraph 2.1 Time of Performance
The term is from the first anniversary of the
acquisition of the Property for five years or until the
-
grant amount has been fully paid, whicheverfirst'
occurs.
b.
Paragraph 2.3 Obligation of Grantee
The Brothers of the Good Shepherd, Inc. ("Grantee's"')`.
'
work program has to be approved by the City.
c.
Paragraph 3.1 Compensation
The grant amount is $500,000 to be paid in annual'=,
increments of 3t least $100,000. The amount of the
increment may be increased if funds are available. As
of this writing, the revenue source for the grant has
not been identified. The grant has to be used for
Grantee's local programs and services for the homeless.
d.
Paragraph 3.4 Recaptur? of Funds
The grant amount is to be reimbursed to the City if the
Grantee does not comply with the terms of the Agreement
or does not comply with federal, state, or local
regulations.
e.
Paragraph 4.11 Termination of Contract
#�}=
City has the right to terminate the Agreement without
penalty if Grantee defaults..
;-
"f
Please be advised that this Agreement will be modified
if Community Development Block Grant funds are used tc
1
u it
• .yr�t?i.,�,nu�!Nri . !'tW.x-'B`^i<tink�d"4�� r_
r
Honorable Mayor and Members February 150 198+9
of the City Commission Page 4
b. Paragraph 2. Time
The Permit is for twenty-four (24) months with the
understanding that Permittee has to discontinue the
"Satellite Feeding Station" within twelve (12) months
after the Property is purchased. The City Commission
has to approve any extension of time.
c. Paragraph 6. Utilities
All utilities, trash and garbage removal, and telephone f
charges are the responsibility of the Permittee.
d. Paragraph 9. Alterations/Improvements by Permittee
�} All alterations and improvements to the Property are `
subject to the City's approval. The City, however., -
does not have to reimburse the Permittee for such
alterations and improvements upon the expiration of the
Permit. t
e. Paragraph 12. Risk of Loss
i-
Permittee shall indemnify and save City harmless �-
against all risk of loss, injury or damage to the ,1-
property for as long as Permittee is in possession of
the property._
f Paragraph 13. Indemnification
e
Permittee shall indemnify, hold, harmless, and defend, -
the City from and against any and all claims, suits,. �z�x
actions, damages or causes of action resulting form;
Permittee's use or operations of the Property. z1,
! Yknj.)iii
fl' g, Paragraph 14. Insurance
f= Permittee is required to have (i) general liability; �1
insurance of at least $1,000,000 for bodily in juryA,,�.x
�x liability and property damage liability and
automobile liability insurance of at least $300,000 for-+y,s
h:
bodily injury and property damage. The City is a.M
named as an additional insured on all policies;
tirrfS,a ,.
� � n
l _
I : � i i
.': ..
��,I
,I_
,:.��1,,�;'_.�4�
j.1�"
,I
,,.I,'-
"
.�.I
,f
,,,I
:I ..."II1
-,
I,,
g r ro k� �9u,
``
",1E
. -� _: , �, : .
I
�
;II
I.. .
, ,�I�
-I
-
�.�I"'1,,
,.�2,
.I
II
��,..,L:
.
�_ i '45' i y"st Y �i j,
,.L.b a r J7j A111't
l
K
i. I �,
�
10�,�I
,-'
�I,
,"I
' �. a i�. xTti -I
.iy
f L
1 5 i- +G
{t
,rt i
i
11. l
&_
.�
-.
��,4�
1,, *-I.
��
II,
# .. I
I,,
N_
fiyt,
'�
_.-�
I I
9i" 1 7
� �,
1;�
,,
,""_
-
"J:
-I
,,
1�qII
�
i .II �
�l�-' —��
�( ��_I.
,I. _',�
,
.
-.'-
jA,S 1 "+�' t t f
-_�I
:�
.-,:-.,
�;-1
"j;��!i
�, _ _.�-
I � , ,
-.i;.
I .1 �
-,$*I�
�,I.�
,,
r d
",'.",
,*I
-�.:
,I
- ,.-",..�I�1 -1 II,.
��.�I'A,�:..
�:
,,,;��,:�
_:
", '-I, , I ,�
I I .`Z
I ,�, ,� I
:i:4
,.1,:i-I � �
. �
��`�
�.�,�;-,.
�1� � I I . � -, , . , . I I
I I �
I i _.. -
,
F ,' , , . I � I I . I I
- -I �
_`,"_" I
1-1.1 . I I ": "' f
-
I I I -
, � . I . I
� �: ,'-; � �.�`I, '.� ,,��,,
1) � � . , 1 , `� ,� , " ,�, . .F'.; . :, " : , ,*, , " - , ,,� - � � -
� I .I 1. I I , -
- v_ - � . I � I - �;5,,_4��.,
I i , - - : - : �'A. � " - , ,
, - - . � I .
? , ;
,
" � '' ,
- 1 , . : ,�_
I � , , ':� 41' �
I �
I I I
I
�,.,
,.��,..�
I;
.:��
�- ,,,
..
I;-
,.'iIII
I-
-�,.",-�F,�
�I
'�FII,�
1'.I�
,1�,�
.,
I;i.
,V�,I,
,�,-,
.1.:.�
-j�1i�-
,
"
I f+
. � .
, I
-
�1�1
I��'
��.�: ,.I--,�
��-w, ..;
I:.�I�I-
E
1 t t, z
-I.;
_I , .� , ,
� � , ., � '
:. I. . ,'� .F
i7' e3,bj t"54 '4 p+ St s$ x: -;
f: I ;,:;, I ,
�.11',,;-
�,4,-:,.
,1
�;
.,-,I
",.,,
,..,,�,
--I
,.
!1�",,�%
�i
::1
..I
�.
,"
',,1��I�lI,
_,�-
1,II,�
x
.4 v!,i5 ,"f:'+• �a,,f 4•+ i
,
�,��., ,
,I �
- , .
. .1 I .�, � ,
4x"` ,F A.4?.t{ t.-y�jI>nf Y'�F .�'1,t ''}{`tt•
� � , I
,",:,:F�
I. I, ��'"13V- .
_'
-,-�t
.4
1'-'_�,I, 1
-,
,- %�" �-
:.-
1,
�.--,
I
-: �IIIII
&I�.,
��'�,1
-_1.'�
,�'I,
�.
I`,.
_
• ; ? ?� 4M
,tf
�I�I-
�
:-.
I �
Hdga
, 1
�
I L, "�
I.� ' I�
,, :I ! �
} 7.i i 1$ 1
, t
,I�-,.
�i�. +S# ,' �YY�
��: ,�'�' t
�"-
,�.
��.. ".'' �f.1
'-1
�;I
I,�.�
1.
:,I
I�i"I�I
'L,�I-,'-
',-.I.1.
-I ,"I
,�,,
,�-%1'-
7f�,
�-,-,�1,1�
���-��,�
`q # '"4t',f b 4 x.4. S # - y '_ t4Y4 _
1..,. �". ,IN.,_
•�i4 5, t. y .Sl
,*7�
,.,�,�
,,_.:
.,,1
.:-.
.,
4�.�,
_�
I,,'
.�F,:. .I -
, ,
,II.II
� . ..� . " ,, 1L (.f t g' -
f �
:I ,,
.��I�I-
�.-��"
- ' - :���tI
1,
rEY�
14,:
,"�,F`�'it•
I.. 1��
I.ZI,I-..
.,�'.
-I,
,�
�,,-
,,-,
n �
�y�..
0 '0 >' r
; x..'�^
'b
,',,�
y
.
% fin% v_
'
�_L1�;
4
,_"e,��,.,i -
�,p;
I �i4L'if
- -l3,' �%�ii
I , Str N F� kP,.�
�11.
I-�.,
,, .,
.-
,II,�
'�-,
x f �"S ,i'r 4
Ji
.. I,I
I1�1
-i�'-1-
�.Ij�
I �I
- ,,,
I I � .-
I.',1,
I- bt,f. �,i R i 44�._ a L 'T I" s A}1 1 4 `r p� Tr
�
"����,
i. "
,,
I, �,-
`.�,
,I:.,
.,
�1
,�.�..
I��
E
{ 1a }}�. .l'_: A'
,oFiI
�I1
I.
,,
I*I
!I:I��.�-
".:
,"
, I 1I
.,.,��.,,,
1_ ±
� -.
i 1�
� .�
i q N M !nY F xi
- i "`r3'1J "` f
I - I I
!
1,,,
.,�,I"�-,4,,_
'I-� 1)
.I
.I 1.I1�Ir:.-
-I _I ��
,".I
;,
�j�.
d t" "Y 'kp -.�. 1 ri`1 w
-
4 d
;;r i 3 a t^
E f= FL 3i 2 i A
z 1
,,,
-�- II,,,
"'
-I ',1
.,,I_4"�
�-;.,1,,I
;.
,I
-�-��_
�","
I:.,.I
.F�,
,.�'�
, .
..I�
.-,��-
r 1.I—
. I;- . 1,�
)���V,,k,
I
, .
� ,
I i v ';' x. ,
,I��,.
j"I�I-'_
,� �,
�;1�-I,q,",
�. .�:.t
-TA.
I.
.,
I.�
�-" �,,
_,.''-"".,
F..
, , _,sty
A
..-
..;
.p�.�I
I . �
.-,,Y','
,�.,I.�
1�I�
�I
B..ten�� g
K FT.xl
f'Z
14 _
Vr x s
7F
�,k��I�",1 :�1-
:�
1,
,;:�,
:�.
,,
I
I -,� YhLnf t S ,
I�:� ,
,�1
,I,
Mrh
'F , , I
�v
,,�I.
-1�;
�.�,� "I
:
z1
.�� "I
,�
.,
I,,-'-
_I-,-
,i_
I`
-',.
I
I �
. I �,� , , "-1-
.�"
J ,fi s 1 i i i' S i 4'} rr ` ,r; N`P K
I , � Z.,�
�,�1
��
.1�
-,
,
%,""'
,y 1 1.. tiR�
,�
:II
II�
,,,�, .�-"
.,,,��1
woI.:,
.-
�1
,�..,�
.-�',�
,:
.—�,
, ;,:
I , _ � :-� -
�
,m u 1
.;,
1,
�"�".
, f
f y � t, r
d 17� Mg 'f v�k
�s o t
��.l`,�f-,-,
I. ,"
,,
.' -�.i
.'_
I.
,I
I z ,-+
" . I
'E ., 'Fi r l - a
I � .
�I
J �`.:a f n1 f;r;[ 4, r d�
�
,,,,"
t
-
i f E J k w °
.F
���
I.-i
I s 1 � - _
. .. .. :.
I ,,
L�
s$c .
c -r - p -n k a '�
y ctn
"t J 1 .�' '� C
�I
.IA
--�_r
.,.;
i�AI
-I:
,,Ii,.. �.-,
I,�.
,,,I
-1,�'
,'1',�I1, �t5I'
1I-
I
I ,� f r z ,
,.;,"
o t� _ ,� r x } - w k
:
,:
a M; i,si.s ?: t`
T.
_ t } r
R ''E
r ( S w
Mpmhers�bruay
15, L8:
FIer�or$b1e Mayor and
x
of the City Commission -
Page 5
g
�w
"
L
:.:: �,
:...
,..
. ,Z�
•.il
.
{
I ' D
..
h. Paragraph 19.
I
The City Manager can
revoke the Revocable Permit should
g
.-,. ,'.-- '-.
the Permittee violate
its restrictions and conditions.`' ,�
If additional information is needed regarding the above, "x
referenced documents, please advise. '
. ,
!.
`.
Z. a r �;: ik -,+.%I cy° r r3S,T row., qp,-i'�?
, { .. y e
�' Y,, �R, 7, _ ,. ,� s- .,41:. �> „; e� ` :-,� " a7w',2: iv.v 4t,''s-R 3asy9.,- c.^_:,. Ar �r L,Tafl a` �'.'A u
1.
at, 4# ` r it, `�^' h e'., r+;'.r }� A `., h s1 -1 �`.;, i."', f --.4 u ., �':. M 4,+�lvM.''S tk Rj � ..64 u' j
x �p f l) t° t s v 1,f
1. v
k
k- i : .e .�,t"� * f ,1 aK �� a ?-ra. f ad 1 r ., ,,yr5 dr,* r Y� y
.,Y'4trlcir '� t hT .' � 3 .�. $ i'�:ai p.a. ,it;- 'rr`ttisv'i.a v �r r 4 z '� ti ;A. X. 4ir b fi I - - " y�-Y"• E % f
ro H ' f `
4 a i
. ,.fit{ i) lk[ ,' t F?4+rla'r .e•L: Tt IS 'S�,V ,'S 4 pyf' .7. Y S;� J.F '�' ^t T '�.r.n �.`?Y i �6 "Y��r1#' ''•�.4
f i jt "'b 1,`i [p ,3.�f ��yc 4'- s� `:`L `l 1-'�'•:N�/-�WF r x"S'!
``z'"a^ ` .di 3, si t s r. n t 1 . ,�TRr : r i .K$M >: s .. t z a:
Lc
yy-�,1 ,,,1 "
i ;s'; ?-: x vQ '„ 3`S °, �" �,' �i x r i,r k ,red ;etfr�
55'� �•.. ,�y. >
-"
C f , -�r= :,`t *. '#"`, U�".:;5 b i �-k r. `. i'S+.voi z tpi .�: in K1., ",tJ ,f �F '77?¢,v°Sy $ L ,
' ' e
KKK/pb/P142
y
€ r. S ,a r F d 5 t;`' > S'. r ' t',I ,x; x" /fit h ',fpF � 1 - aiib�`, .. M� i .�
Enclosure ' b ,"
i
R
r , I � :
3 Doti .+a w'i '� R'�t a f''' ><.d 't+'tr 4rc*w y t�.re 'tk a� ,t t
.i ,3 .{ t, �+' �4> y��[ p r'y` t �,� .,ki
{1 � � ^;. J i .. t p 74�r f 'Y� 3 �'4 jam,, FOI�f .f11 l." adfi/ +A ; �•k+K,' } t , j
r i t s e S", y`�1'_v2F'4.�,.,, N
u
r a
[- �,I ; - �%_,����_�;,, F..'. *. �, I 1. 1I I,- ,: ",.�,��.�.4.-I- 4. .I��- - ,,,,` 'I ..,..����I �,, , �_- ,".�, " � .,.-:" �,;�,, � � -:, .�.-,� ,�.,,. ,, �, ,;, I ,,.,, � -.�1, ":;1:. . ",�! , ', - _���.- e,� ': 1.!-�1�. �.11.."I , ,,, 1I ,�-- . I1,;'--,',.II1. .", " ., . ., �;',,i�_,�. � ,.,I ,, � , II _%. �,, ,-:_ .-I:,.,,-, I,;.�;:_!,�,-� ,,�F�,_-, ,,`��I'-.;.�V�,, ,!;'�- ,:z,_-,.,;-C,�-,fi';.�,l,.,.�. - i:-�,,��,!��I-,.,;-_:!j'.. ��,,� "`,,.�,,,,,�;L&',�,I,�,7,,�' *I,-, ,:,;�- .,��,-%",','�-'._1._,:X
! ` i d." +fir S� r TM13.T ixd'{ :tVz4,�. I�
#'Y 1 - _ ,,,x , ` t t #.t P eM ,g. .ff4� ii3r a'�p35•
tr f 4+t - r f t ,. t rG �ti' tx`i �'k�.r?rlr n'". �. iTd''
Jl EY Y 5' 6h 3 f f y d X ( Y" 3�/9} t .rj.,}'y� CQ),p', -
f --a' M ytf t'i' J i 4 (F ! Y 7f� ! X Cir` y}i x i i'n"� -S! .'t f' Yw�
.-. l - , .a + _ , % u .. u.M: r..., ., , . _. z .� s� : - 'r., ... J;. ,, , . � ,. ;n``., n.c ..{ �u..?-Fv.... spnu ,.!d i; y,Lh .M: atY A