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HomeMy WebLinkAboutagreementPrepared by: Rafael Suarez -Rivas, Esq. Assistant City Attorney Office of City Attorney Alejandro Vilarello City of Miami 444 S.W. 2nd Avenue, Ste. 945 Miami, Florida 33130 OPTION TO PURCHASE REAL PROPERTY THIS AGREEMENT is made this day of , 2003, between Charlotte Stevens, whose principal address is 11111 Biscayne Boulevard, Ste. #420, Miami, Florida, 33181 ("Optionor"), and the City of Miami, (hereinafter "City" or "Optionee") a municipal corporation organized and existing under the laws of the State of Florida, whose principal address is 444 S.W. 2"d Avenue, Ste. 325, Miami, Florida, 33130. 1. GRANT OF OPTION. Optionor hereby grants to City the exclusive option to purchase the real property located in Miami -Dade County, Florida, particularly described in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in accordance with the provisions of this Agreement. The Optionor covenants to convey the above -described property by Warranty Deed to the City, or to such persons that the Optionee may in writing assign or direct, for a price of Five Hundred Forty -Five Thousand ($545,000.00) Dollars (the "Purchase Price"), which, after reduction by the amount of the Option Payment and adjustment as provided in §3 herein, after review of the survey, and environmental audit as provided herein, is payable in full at closing. This Purchase Price presumes that the Property contains at least 24,829 square feet, to be confirmed by the Survey. The determination of the final Purchase Price can only be made after the completion and approval of the two appraisals by appraisers approved pursuant to 253.025(6)(b), Florida Statutes, survey and environmental audit. The Purchase Price exceeds the average appraised value of Four Hundred Twenty Thousand Dollars ($420,000) by One Hundred Twenty -Five Thousand Dollars ($125,000.00). It is a condition precedent to the validity of this Agreement and its execution by the City Manager that the City Commission of the City of Miami approve this Agreement by a greater majority of a 4/5th vote of its members, failing such approval this Agreement shall be automatically null and void without the necessity of further action by either party. 2. ASSIGNMENT OF OPTION. The City may assign this option to any assignee and Optionor hereby consents to such assignment and will honor the option, as if the City had exercised it. The City or its assignee may exercise this option at any time on or before the day written above as the Option Expiration Date by written notice to the Optionor. In the event that the City, its assignee or other holder of the option, shall decide to purchase the property at the price and terms above within that time, the amount paid for this option shall be credited to the purchase price. 3. OPTION TERMS. The option payment is $1,000.00 ("Option Payment"). This payment will be made within at the time the Optionor executes this grant of the Option. This is specific and independent consideration payable to the Optionor to grant the City, as Optionee, an irrevocable Page 1 option to purchase the Property in accordance with this Agreement. The duration of this irrevocable option shall commence on the date the Optionor signs this Agreement and shall continue through December 31, 2003 ("Option Expiration Date"). During this time, the Optionor shall not convey, lease, sell, transfer, or offer the Property for sale to any other person or entity. The Option Payment will be forwarded to Optionor upon Optionor's execution of this Agreement. The Option may only be exercised by the City Commission, during the period beginning with the Optionee's approval by execution of this Agreement, which exercise must be conveyed in writing to the Optionor, and ending on December 31, 2003 ("Option Expiration Date"), unless extended by other provisions of this Agreement. The closing shall occur within one hundred twenty (120) days of the exercise of the option, unless such time is extended for good cause, pursuant to the terms of this agreement. If the time to exercise the option is extended pursuant to the provisions of this agreement, the Closing Date shall occur within ninety (90) days of the extended period. The option money shall be fully refundable to City in the event any of the following occur: (a) the City Commission fails to approve the purchase of the real property by a 4/5th vote; (b) if a survey ordered by the City of the Property shows any encroachment on the Property or that improvements intended to be or presently located on the Property encroach on the land of others; (c) an environmental audit and/or site assessment ordered by the City results in a finding that environmental contamination of the Property has resulted and the cost of clearing hazardous materials exceeds 5% of the purchase price, and the Optionee chooses to terminate this agreement; (d) the Optionor cannot deliver fully insurable and marketable title; (e) the Optionor fails to perform the conditions precedent to closing set forth in §4 herein, (f) there is a defect in title pursuant to Section 8 of this Agreement . If for any other reason other than (a)(b)(c)(d) or (e) or (f) above, the City, any assignee or holder of the option do not conclude the purchase within the time agreed upon for closing, or if the City, any assignee or holder of the option do not exercise the option, then the amount paid for this optic* shall be retained by the Optionor in full and complete satisfaction for holding the Property subject to that option for such time. Upon due exercise of this option and payment of the balance of the purchase price the Optionor will deliver to the City, or its assigns, a warranty deed, a bill of sale, a no lien affidavit, and whatever other instruments in the opinion of the City are necessary to vest in Optionee fully good, clear insurable and marketable title, which constitutes legal and unencumbered title to the Property as of the date of delivery of the deed. All such instruments will be in a form acceptable to the City Manager and approved as to legal form by the City Attorney. This option may be recorded by the City in the Public Records of Dade County, Florida, and the holder of such option may purchase title insurance in an amount equivalent to the purchase price showing good, clear and marketable title in the Optionor. 4. CONDITIONS PRECEDENT TO CLOSING A. This Agreement is also contingent upon Optionor's performance of and compliance with the express terms of the conditions precedent to closing specified herein and Optionee's funds for closing being available at closing. If such funds are not available and/or if the Optionor fails to comply with the conditions precedent specified herein then Optionee may in its sole discretion declare this Agreement void and it shall have no further force and effect as of that date. Optionor shall have no recourse whatsoever, at law or equity, (other than retention of the Option Payment set forth in §3 herein), against Optionee or the Property as a result of any matter arising out of this agreement at any time. Optionee's funds necessary to close are the sole responsibility of Optionee. Other than retention of the Option funds of the City, Optionor shall have no recourse whatsoever, at Page 2 law or equity, against the City or the Property as a result of any matter arising at any time, whether before or after fee simple title is conveyed to the City, relating to Optionee's funds. Should the City's funds not be available for any reason, Optionor may elect to terminate this Agreement by written notice to the parties without liability to any party. B. In the event funds are not allocated and available for purchase of the property at closing Optionor's sole remedy will be to keep the Option Payment provided by §3 herein and the release of the Properties from the instant option. The parties shall have no further responsibilities as to this Agreement. C. The parties acknowledge and agree that on or after the exercise of this option by the City, and at least thirty (30) days prior to closing the Optionor must fully comply with, and have performed the following conditions precedent to closing at his own cost and expense: (i) At closing Optionor will, by virtue of this section, and by execution of an affidavit, warrant and represent to Optionee that there are no parties in possession of the Property, other than the Optionor, and that there are no existing oral or written leases, licenses, other options to purchase, rights of first refusal or contracts for sale or possession covering all or any part of the Property (except as may be listed in the attached Exhibit B annexed hereto at the time of City Commission approval. (ii) Optionor represents and warrants to the City that it has previously furnished to the City copies of any and all written leases, contracts for sale, other options or rights of first refusal (as applicable), estoppels letters from each tenant specifying the nature and duration of each tenant's occupancy, rental rate, advance rents, or security deposits paid by tenant and estoppels letters from each optionee, contract vendors, and all others listed in Exhibit B. If there are none then Exhibit B shall state "NONE". In the event the Optionor is unable to obtain these estoppels letters, Optionor represents and warrants that the Optionor has furnished the same written information, true and correct, to City of Miami in the form of an affidavit. (iii) From the date of execution hereof, Optionor represents and warrants to the City that the Optionor shall not enter into any lease (oral or written), option to purchase, contract for sale, or grant to any person(s) (natural or artificial) any interest in the Property or any part thereof or encumber or suffer the Property or any part thereof to be encumbered by any mortgage or other lien, without the prior written consent of the City which consent may be granted or withheld by the City in its sole discretion. (iv) Optionor agrees that it will take all necessary action, including the expenditure of all reasonable sums of money, to promptly terminate any and all leases, rights of occupancy, options to purchase, other contracts for sale or purchase, options and any interest(s) of any other person(s), so that at closing the Optionor will convey the property to the City free and clear of any such items and furnish to the City adequate, written evidence of such termination, and provide the City at closing with an affidavit in the form attached hereto as Exhibit B. (v) Optionor's obligations in this section are a condition precedent to the closing of this transaction. Page 3 4A. ENVIRONMENTAL SITE ASSESSMENT. The City shall, at its sole cost and expense and at least 30 days prior to the Closing Date, procure an environmental site assessment of the Property, which meets the standard of practice of the American Society of Testing Materials ("ASTM"). The City shall use the services of competent, professional consultants with expertise in the environmental site assessing process to determine the existence and extent, if any, of Hazardous Materials on the Property. The examination of hazardous materials contamination shall be performed to the standard of practice of the ASTM. For Phase I environmental site assessment, such standard of practice shall be the ASTM Practice E 1527. If the Findings and Conclusions section of the assessment reports evidence of recognized environmental conditions, then a Phase II Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I environmental site assessment and to confirm the presence of contaminants on site. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 4.B.). The Phase I environmental site assessment shall be certified to the City and the date of certification shall be within 30 days before the date of closing. If a Phase II environmental site assessment is required, the City may extend the Closing Date for a reasonable period not exceeding an additional ninety (90) days, by providing written notice to the Optionor. 4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in paragraph 4.A. confirms the presence of Hazardous Materials on the Property, (1) City or Optionee may elect to terminate this Agreement, the option money shall be fully refundable to the Optionee, and neither party shall have any further obligations or liabilities under this Agreement or (2) the City may accept the Property "as is" with a negotiated reduction in the Purchase Price. In the event that Hazardous Materials placed on the Property prior to closing are discovered after closing, Optionor shall remain obligated hereunder, with such obligation to survive the closing and delivery and recording of the deed and the City's possession of the Property, to diligently pursue and accomplish the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Laws and at Optionor's sole cost and expense. 4.C. REMEDIES/RIGHT OF TERMINATION. If the City discovers, the presence of Hazardous Materials on the Property in levels or concentrations, which exceed the standards, set forth by DERM, the State or the Federal Government, City shall notify Optionor in writing and deliver to Optionor copies of all written reports concerning such Hazardous Materials (the "Environmental Notice"). The City and Optionor shall have seven (7) business days from the date the Optionor receives the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the event the City and Optionor are unable to reach agreement with respect thereto within the seven (7) business day period provided herein, the parties shall have the right within two (2) calendar days of the expiration of the seven (7) business day period to cancel this Agreement by written notice to the other party whereupon (i) all property data and all studies, analysis, reports and plans respecting the Property delivered by City to Optionor or prepared by or on behalf of the City shall be delivered by City to the Optionor; and then (ii) except as otherwise hereafter provided in this Section, the parties shall thereupon be relieved of any and all further responsibility hereunder and neither party shall have any further obligation on behalf of the other; and (iii) City shall be refunded the Option Payment. Page 4 Further, in the event that either party elects to terminate this Agreement, Optionor shall indemnify and save harmless and defend the City, its officers, servants, agents and employees from and against any and all claims, suits, actions, damages, liabilities, expenditures or causes of action of whatsoever kind arising from Hazardous Materials placed on the Property prior to closing whether the Hazardous Materials are discovered prior to or after closing. Optionor shall defend, at his sole cost and expense, any legal action, claim or proceeding instituted by any person against the City as a result of any claim, suit, or cause of action for injuries to body, life, limb or property for which Hazardous Materials placed on the Property prior to closing are alleged to be a contributing legal cause. Optionor shall save the City, its officers, servants, agents and employees harmless from and against all judgments, orders, decrees, attorney's fees, costs, expenses and liabilities in and about any such claim, suit, investigation or defense thereof, which may be entered, incurred or assessed as a result of the foregoing. 5. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risk to persons who are exposed to it over time. Levels of radon that exceed Federal and State Guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County public health unit. 6. SURVEY. The City shall, at its sole cost and expense and not less than 35 days prior to the Closing Date, obtain a boundary survey of the Property prepared by a professional land surveyor licensed by the State of Florida, which meets the standards and requirements of Optionee ("Survey"). The Survey shall be certified to City and the title insurer and the date of certification shall be within 90 days before the date of closing, unless this 90 day time period is waived by City and by the title insurer, in writing, for purposes of deleting the standard exceptions for survey matters and easements or claims of easements not shown by the public records from the owner's title policy. If the Survey shows any encroachment on the Property or that improvements presently located or intended to be located on the Property encroach on the land of others, at the discretion of the City, the same shall be treated as a title defect. 7. TITLE INSURANCE. The City shall, at its sole cost and expense, and at least 35 days prior to the Closing Date, obtain a marketable title insurance commitment, to be followed by an owner's marketable title insurance policy (ALTA Form "B") from a title insurance company, approved by the Optionee, insuring marketable title of the City to the Property in the amount of the Purchase Price. The City shall require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens. 8. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to the City pursuant to this Agreement discloses any defects in title, which are not acceptable to City, Optionor shall, within 30 days after notice from City, remove or cure said defects in title. Optionor agrees to use diligent effort to correct the defects in title within the time provided therefore, including the bringing of necessary suits. If Optionor is unsuccessful in removing the title defects within said time or if Optionor fails to make a diligent effort to correct the title defects, City shall have the option at its sole discretion to either: (a) accept the title as it then is with no reduction in the Purchase Price; or (b) extend the amount of time that Optionor has to cure the defects in title; or Page 5 (c) terminate this Agreement, thereupon releasing City and Optionor from all further obligations or liabilities under this Agreement and the City shall be refunded the Option Payment. 9. INTEREST CONVEYED. At closing, Optionor shall execute and deliver to the City a statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to the Property in fee simple free and clear of all mortgages, liens, reservations, restrictions, easements, leases, tenancies and other encumbrances, except for those that are acceptable encumbrances, in the sole opinion of City, and do not impair the marketability of the title to the Property or the intended use of the Property. The grantee in Optionor's Warranty Deed shall be the City of Miami, a municipal corporation of the State of Florida, unless the City has assigned this option as provided herein. 10. EXPENSES. Optionor will pay the documentary revenue stamp tax and all other taxes or costs associated with the conveyance, and any other recordable instruments that City deems necessary to assure good and marketable title to the Property. 11. CLOSING COSTS AND ADJUSTMENTS. At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Optionor and Optionee as follows: A. Adjustments and Prorations. 1) Taxes and Assessments: All real estate taxes and assessments which are or which may become a lien against the Property shall be satisfied of record by Optionor at closing. In the event the City acquires fee title to the Property between January 1 and November 1, Optionor shall, in accordance with Section 196.295, ) lorida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the Property. In the event the City acquires fee title to the Property on or after November 1, Optionor shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. Certified/Pending Liens: Certified, confirmed and ratified governmental liens and pending liens as of the Closing Date shall be paid by Optionor. 3) Other Taxes, Expenses, Interest, Etc: Taxes (other than real property taxes), assessments, water and sewer charges, waste fee and fire protection charges, if applicable, shall be prorated as of the Closing Date. 4) Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of property in the area where the Property are located. All pro -rations shall utilize the 365-day method. Page 6 B. Closing Costs. 1) Each party shall be responsible for its own attorney's fees, closing agent and/or paralegal costs incurred in connection with the Closing. 2) Optionee shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: (i) all inspection and environmental testing costs; (iii) all recording charges, filing fees payable in connection with the transfer of the Property hereunder; 3) Optionor will pay the documentary stamps, which will be credited as a reduction from the Purchase Price at closing; C. Other Contract Documents concealed. Optionor acknowledges that the property is being acquired by a governmental agency and that the transaction is subject to certain state and local requirements, which include reporting and disclosure of information. Optionor agrees to comply with the public disclosure and inspection requirements under Chapter 119, Florida Statutes; disclosure of beneficial interests under Section 286.23, Florida Statutes; certification regarding conflict(s) of interest under Chapter 112, Florida Statutes and Chapter 2, of the City of Miami Code and Section 2-11-1 of the Miami -Dade County Code; certification regarding Public Entity Crimes under Section 287.133, Florida Statutes, and in connection therewith, Optionor agrees to execute and deliver all documents required or requested by Optionee or any or other governmental authority, including, but not limited to: 1. Conflict of Interest and Non -Collusion Affidavit; and 2. Sworn Disclosure of Beneficial Interest if Seller is a partnership, limited partnership, corporation, limited liability company, or trust; and 3. Public Entity Crime Affidavit Additionally, if property is acquired with federal funds Optionor shall provide Optionee with a receipt of Disclosure and Notices under the Uniform Relocation Assistance and Real Property Acquisition Policy Act of 1970, as amended from time to time, and Optionor shall comply with such other certification or reporting requirements as may be required under the Program Regulation or applicable federal and state laws or regulations. 12. CLOSING PLACE AND DATE. The closing (the "Closing Date") shall be on or before 120 days after the date the City exercises the option; provided, however, that if a defect exists in the title to the Property, title commitment, survey, environmental site assessment, or any other Page 7 documents required to be provided or completed and executed by Optionor, the closing shall occur either on the original closing date, or within 90 days following the extension of the Option Expiration Date due to a Phase II Environmental Site Assessment, or within 60 days after receipt of documentation curing the defects, whichever is later. City shall set the date, time and place of closing. The closing shall occur at a time and place to be set by the City at Suite 945, Miami Riverside Center, 444 SW 2nd Ave., Miami, Florida 33130, or at such other office address in Miami -Dade County, Florida as the City and Optionor may agree to and may designate in writing. 13. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Optionor assumes all risk of loss or damage to the Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to the City in the same or essentially the same condition as of the date of Optionor's execution of this Agreement, ordinary wear and tear excepted. However, in the event the condition of the Property is altered by an act of God or other natural force beyond the control of Optionor, City may elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations or responsibilities under this Agreement. Optionor represents and warrants that there are no parties other than Optionor in occupancy or possession of any part of the Property. 14. RIGHT TO ENTER PROPERTY AND POSSESSION. Optionor agrees that from the date this Agreement is executed by Optionor, Optionee, the City and/or its agents, upon reasonable notice, shall have the right to enter the Property for all lawful purposes in connection with this Agreement. Optionor shall deliver possession of the Property to the City at closing. 15. ACCESS. Optionor warrants that there is legal ingress and egress for the Property over public roads or valid, recorded easements that benefit the Property and provide for such access. 16. DEFAULT. If Optionor defaults under this Agreement, City may waive the default and proceed to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid, each without waiving any action for damages, or any other remedy permitted by law or in equity resulting from Optionor's default. In connection with any dispute arising out of this Agreement, including without limitation litigation and appeals, each party will bear its own attorney's fees. 17. BROKERS. Optionor warrants that no persons, firms, corporations or other entities are entitled to a real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed on the disclosure statement in substantially the attached form as set forth in Exhibit "B". Optionor shall indemnify and hold City harmless from any and all such claims, whether disclosed or undisclosed. 18. RECORDING. This Agreement, or notice of it, may be recorded by City in the appropriate county or counties. 19. ASSIGNMENT. This Agreement may be assigned by City, in which event City will provide written notice of assignment to Optionor. In case of such assignment, the City's assignee assumes all of the City's duties hereunder and may fully exercise every right and privilege of the City pursuant to this agreement. The City will in such instance be discharged from any Page 8 responsibilities hereunder. Optionor may not assign this Agreement without the prior written consent of City, which may be unreasonably withheld as the City is relying on Optionor's fee simple title to this Property. 20. TIME. Time is of essence with regard to all dates or times set forth in this Agreement. 21. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected. 22. SUCCESSORS IN INTEREST. Upon Optionor's execution of this Agreement, Optionor's heirs, legal representatives, successors and assigns will be bound by it. Upon the City's exercise of the option, by and through its City Commission, the City and its successors and assigns will be bound by it. Whenever used, the singular shall include the plural and one gender shall include all genders. 23. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties. 24. WAIVER. Failure of City to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right; but the same shall remain in full force and effect. 25. WAIVER OF TRIAL BY JURY. The parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury or to file permissive counterclaims or to claim attorney's fees from the other party in respect to any litigation arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This provision is a material inducement for Optionor and City entering into this Agreement. 26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto. 27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement and shall be annexed to the Agreement. The Resolution of the City Commission of the Optionee shall, in addition to approving the purchase contemplated under this Agreement, empower the City Manager of the Optionee to modify this Agreement in the event a modification to this Agreement becomes necessary or desirable. 28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally or mailed to the appropriate address indicated below, or such other address as is designated in writing by a party to this Agreement. Page 9 Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: City/Optionee: Joe Arriola, City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 Copies To: Keith Carswell, Director City of Miami Department of Economic Development 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 Alejandro Vilarello City Attorney 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Optionor: Ms. Charlotte Stevens 11111 Biscayne Blvd., Ste. 420 Miami, FL 33181-3404 29. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of Optionor set forth in this Agreement shall survive the closing, the delivery and recording of the deed and the City's possession of the Property. 30. GOVERNING LAWNENUE. This agreement shall be governed by and construed in accordance with the laws of the State of Florida, regardless of any conflicts of laws or other rules that would require the application of the laws of another jurisdiction. Venue for any action on or arising out of this Agreement shall be in Miami -Dade County Florida. The parties expressly waive the right to bring an action in any other venue that would be available absent this provision and acknowledge that such waiver is a condition of, and material inducement for, the City of Miami entering into this Agreement. Page 10 THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE OPTIONOR AS AN INVITATION TO MAKE AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE OPTIONOR ON OR BEFORE OCTOBER 3, 2003. THIS OFFER WILL BE VOID UNLESS THE CITY, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER. THE EXERCISE OF THIS OPTION IS SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT, (2) PURCHASE PRICE, (3) THE CITY AND OPTIONEE APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY OPTIONOR, AND (4) APPROVAL OF THE CITY COMMISSION OF THE CITY OF MIAMI FLORIDA by a 4/5TH VOTE IS REQUIRED AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS OPTION. THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. DATED this day of , 2003. WITNESSES: Optionor: (As to Optionor) STATE OF FLORIDA) COUNTY OF MIAMI-DADE) Print Name: Charlotte Stevens BEFORE ME, the undersigned authority, personally appeared Ms. Charlotte Stevens, who first being duly sworn, deposes and says that (he)(she) executed the above instrument for the purposes therein expressed. SWORN TO AND SUBSCRIBED before me this day of , 2003. ( ) Personally known ( ) Produced as Identification: (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name) Commission No.: My Commission Expires: Page 11 Optionee: CITY OF MIAMI, a municipal corporation of the State of Florida By: Joe Arriola, City Manager ATTEST: Date signed by Optionee Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Alejandro Vilarello, City Attorney Risk Management Administrator STATE OF FLORIDA) COUNTY OF DADE ) The foregoing instrument was acknowledged before me this day of , by Joe Arriola, as City Manager for the City of Miami, a municipal corporation of the State of Florida. I personally know him. (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Page 12 Exhibit "A" Address: 254 Northeast 59th Terrace Miami, FL Folio: 01-3218-015-0280 Legal Description: Lots 5, 6, 7, 8, & 9, Block 12, Second Corrected Plat of Pierces Subdivision of Lemon City, according to the map or plat thereof as recorded in Plat Book 2, Page(s) 21, of the Public Records of Miami -Dade County, Florida. Page 13 City of Miami Legislation Resolution: R-03-1203 City Hall 3500 Pan American Drive Miami, FL 33133 www.ci.miami.fl.us File Number: 03-0177 Final Action Date:11/25/2003 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY AN AFFIRMATIVE FOUR -FIFTHS (4/5THS) VOTE, AUTHORIZING THE CITY MANAGER TO EXERCISE THE OPTION TO PURCHASE THE PROPERTY LOCATED AT 254 NORTHEAST 59TH TERRACE, MIAMI, FLORIDA, ("PROPERTY"), AS LEGALLY DESCRIBED IN "EXHIBIT A," ATTACHED AND INCORPORATED, IN CONNECTION WITH THE DEVELOPMENT OF LITTLE HAITI PARK, WITH A PURCHASE PRICE OF $545,000; AUTHORIZING THE CITY MANAGER TO EXECUTE THE OPTION TO PURCHASE REAL PROPERTY AGREEMENT ("OPTION AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI AND CHARLOTTE STEVENS (SELLER), AND TO CONSUMMATE SAID TRANSACTION IN ACCORDANCE WITH THE TERMS OF THE OPTION AGREEMENT; ALLOCATING FUNDS, IN THE AMOUNT OF $570,000, FROM THE $255 MILLION HOMELAND DEFENSE/NEIGHBORHOOD IMPROVEMENT BOND TO COVER THE COST OF SAID ACQUISITION, INCLUSIVE OF COST OF SURVEY, APPRAISAL, ENVIRONMENTAL REPORT, AND TITLE INSURANCE. WHEREAS, Resolution No. 01-1029, adopted September 25, 2001, directed the City Manager to take all steps necessary to initiate and implement the development of a superlative park in the Little Haiti area ("Park Project); and WHEREAS, the boundaries for the Park Project as established by the City Commission are from Northeast 59th Street to Northeast 64th Terrace between Northeast 2nd and 4th Avenues, Miami, Florida; and WHEREAS, Resolution No. 02-395, adopted April 11, 2002, directed the City Manager to expedite the land acquisition for the Park Project approved in the $255 Million Homeland Defense/ Neighborhood Improvement Bond Issue; and WHEREAS, the property, located at 254 Northeast 59th Terrace, Miami, Florida ("Property"), is within the park boundaries and is necessary as part of the land assembly required for Park Project; and WHEREAS, two independent appraisals established $420,000 as the fair market value for the Property; and WHEREAS, the Department of Economic Development prepared, and the City Manager executed, an Option to Purchase Real Property Agreement ("Option Agreement") to purchase said property for $545,000, with an option payment of $1000; and City of Miami Page 1 of 2 Printed On: 12/5/2003 File Number: 03-0177 Enactment Number: R-03-1203 WHEREAS, the Purchase Price exceeds the average appraised value of $420,000 by $125,000; and WHEREAS, it is a condition precedent to the validity of the Option Agreement and its execution by the City Manager that the City Commission approve the Option Agreement by a greater majority of a four -fifths 4/5th affirmative vote; and WHEREAS, failing such approval the Option Agreement shall be automatically null and void without the necessity of further action by either party; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA; Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, the City Manager is authorized{1} to exercise the Option to purchase real property located at 254 Northeast 59th Terrace, Miami, Florida, at a purchase price of $545,000, which exceeds the average of two independent appraisals established at fair market value. Section 3. The City Manager is further authorized{1} to execute the Option Agreement, in substantially the attached form, between the City of Miami and Charlotte Stevens, to purchase said property, as legally described in "Exhibit A," attached and incorporated, in connection with the development of Little Haiti Park, at a total purchase price of $545,000 and to consummate said transaction in accordance with the terms of the Option Agreement, with funds, in the amount of $570,000, allocated from the $255 Million Homeland Defense/Neighborhood Improvement bond to cover the cost of said acquisition, inclusive of cost of survey, appraisal, environmental report, and title insurance. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} APPROV j L S 1 FOR ORRECTNESSj ND' O VILARELLO ATTORNEY Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall City of Miami Page 2 of 3 Printed On: 12/5/2003