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HomeMy WebLinkAboutexhibitPrepared by: City of Miami Office of City Attorney 444 S.W. 2nd Avenue, Ste. 945 Miami, Florida 33130 OPTION TO PURCHASE REAL PROPERTY THIS AGREEMENT is made this day of , 2004, between Soul Harvest Miracle Revival Center, Inc., a Florida Not -for -Profit Corporation whose_principal address is 301 N.E. 62"d Street, Miami, Florida 33138-6016 ("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 or Optionee the exclusive, irrevocable option to purchase all of the real properties located in Miami -Dade County, Florida, particularly described in Exhibit "A", together with all improvements, easements and appurtenances (collectively referred to hereinafter as the "Property"), in accordance with the provisions of this Agreement. Optionor herewith delivers to City a duly adopted, valid corporate resolution designating authorized representatives and granting such representatives the power and authority to enter into this Option Agreement and to take all necessary actions connected herewith. The Opti it co�vgiants to convey the abod;ied Property by Warranty Deed to the City, or to such .a •fis o entities that the Optio m n writing assign or direct, for a price of Two Million �g undred Fifty Thousand ($2350.000.00) Dollars (the "Purchase Price"), which, after reduction by the amount of the Option Payment, and 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 73,152 square feet, to be confirmed by the Survey. In the event that the square footage is more t 7 ,1 2 square feet, the Purchase Price shall not be affected. In the event the square footag r 73,152 square feet, then the Purchase Price shall be adjusted to reflect a reduction base n ' . ' per square foot. The determination of the final Purchase Price can only be made after the completion and approval of the survey, and environmental audit. For Purchase Price in excess of Five Hundred Thousand Dollars ($500,000.00) the City shall obtain at least two (2) appraisals by appraisers approved pursuant to Section 253.025 (6) (b), Florida Statutes. Pursuant to Section 166.045, Florida Statutes, if the agreed Purchase Price exceeds the average appraised price of the two required appraisals, the City Commission is required to approve the purchase of the Property by an affirmative vote of four -fifths of the City Commissioners. For Purchase Price under Five Hundred Thousand Dollars ($500,000.00) the City shall obtain one (1) appraisal by appraisers approved pursuant to Section 253.025(6)(b), Florida Statutes. 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 Rf Ktoz0669 Page 1 exercised it. The City or its assignee may exercise this option at any time on or before the day written below 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 Purchase Price and terms herein within that time, the amount paid for this option shall be credited to the Purchase Price. 3. OPTION TERMS. The option payment is Qne Thousand (S1,000.00) Dollars ("Option Payment"). This Option Payment will be made within twenty (20) business days of the time the Optionee executes this Agreement. This is specific and independent consideration payable to the Optionor to grant the City, as Optionee, an exclusive, irrevocable option to purchase the Property in accordance with this Agreement. The duration of this exclusive, irrevocable option shall commence on the date the Optionor signs this Agreement and shall continue through November 31, 2004 ("Option Expiration Date"). During this time, the Optionor shall not lease, sell, option, transfer, offer or otherwise encumber the Property for sale to any other person or entity. Upon receipt thereof, Optionor shall acknowledge receipt of the Option Payment on the receipt provided by Optionee and return the same to Optionee. The Optionor will forward to Optionee within seven (7) business days of Optionee's execution of this Agreement copies of the previous title policy, surveys, and environmental reports, if any, related to the Property. 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 November 31, 2004 ("Option Expiration Date"), }fin�legs t de• ; y �:. prre�visions of this Agreement. The closing shall occur within One Hundred -grid. • �` ofthe 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 sixty (60) 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; (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 Optionor chooses to terminate this Agreement; (d) the Optionor cannot deliver 100% fee simple, fully good, clear insurable and marketable title; (e) the Optionor fails to perform the conditions precedent to closing set forth in §4 herein. If for any other reason other than (a)(b)(c)(d) or (e) above, the City, any assignee or holder of the option does not conclude the purchase within the time agreed upon for closing, or if the City, any assignee or holder of the option does not exercise the option, then the amount paid for this option 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, the Optionor will deliver to the City, or its assigns, for inspection at least thirty (30) days before the Closing Date, 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 100 % fee simple, 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 and as to Page 2 insurance requirements by the Risk Management Administrator. Upon Optionor's fulfillment of all of the conditions precedent to closing, the City shall receive automatic credit of the Option Payment and any other credits or reductions pursuant to this Agreement against the Purchase Price and then shall deliver on the Closing Date the balance of the Purchase Price as payment in full to Optionor for the Property. This option may be recorded by the City in the Public Records of Miami -Dade County, Florida, and the holder of such option may purchase title insurance in an amount equivalent to the Purchase Price showing 100 % fee simple, fully good, clear insurable 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 §2 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 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 and exclusive remedy and as agreed and liquidated damages will be to keep the Option Payment provided by §2 herein and the release of the Property from the instant option. The parties shall have no further responsibilities as to this Agreement. Optionor and Optionee acknowledge and agree that actual damages are difficult or impossible to ascertain and that the Option Payment is a fair and reasonable estimation of the damages of Optionor. 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 its own cost and expense: 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 use and/or possession of the Property, other than the Optionor, and that there are no existing oral or written leases, subleases, licenses, other options to purchase, rights of first refusal, agreements or contracts for sale, use, or possession of or other interests 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 (IF APPLICABLE). (i) Optionor represents and warrants to the City that it has previously furnished to the City copies of any and all written leases, subleases, licences, agreements, contracts Page 3 for sale, other options or rights of first refusal (as applicable), estoppel letters from each tenant and subtenant, if any, specifying the nature, extent and duration of each tenant's and subtenant's occupancy, use, rental rate, advance rents, or security deposits paid by tenant and/or subtenant and estoppel 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 information, true and correct, to City of Miami in the form of an affidavit. (ii) 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), any sublease (oral or written), other option to purchase, agreement, contract for sale, Tor grant to any person(s) or entities 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, loan, mechanic's lien, workman's lien, or any other lien, without the prior written consent of the City which consent may be granted or withheld by the City in its sole discretion. (iii) 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, subleases, rights of occupancy, rights of use, options to purchase, other contracts for sale or purchase, options and any interest(s) of any other person(s) or entities, so that at closing the Optionor will convey the Property to the City free and clear of any and all such items and furnish to the City adequate, written evidence of such terminations, and provide the City at closing with an affidavit in the form attached hereto as Exhibit B. (iv) The Optionor agrees that if, at least five (5) business days prior to closing, all debris and/or miscellaneous materials are not removed from the Property, the Purchase Price will be automatically adjusted by the costs of such removal, credited in favor of the City. The Optionor agrees that such credit(s) will be automatically granted without the necessity of executing any addendum or amendment to this Agreement if the condition in this subsection is not fully complied with by the Optionor in the manner provided. The Optionor shall have no recourse from the granting of this credit. p, e+ / p (v) Optionor agrees that urchase Price set forth above reflec and includes the agreed upon sum of Hundred Eighty -Five Thousand (a85,000.00) Dollars which the parties stipulate is the monetary value for removal of all tenants/ occupants and for a licensed, certified, bonded and insured demolition contractor to demolish, cap the sewer, and remove all structures (excluding the House of Worship Building and any fencing securing the Property) from the Property prior to closing. This condition may be inspected by the City of Miami or its agents at any time prior to closing and following exercise of the option. The Optionor agrees that if, at least five (5) business days prior to closing, all structures (excluding the House of Worship Building and any fencing securing the Property) are not demolished on the Page 4 Q se Property and all debris from the structures re d from the Property, the Purchase CI Price will be automatically adjusted by Hundred Eighty -Five Thousand (00,000.00) Dollars credit in favor of the City. The Optionor agrees that this credit will be automatically granted without the necessity of executing any addendum or amendment to this Agreement if the condition in this subsection is not fully complied with by the Optionor in the time and manner provided. The Optionor shall. have no recourse from the granting of this credit. (vi) Optionor's obligations in this section are conditions precedent to the closing of this transaction. 5. A. ENVIRONMENTAL SITE ASSESSMENT. The City shall, at its sole cost and expense and at least thirty (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, at its sole, complete and unrestricted discretion, may extend the Closing Date for a reasonable period not exceeding an additional sixty (60) days, by providing written notice to the Optionor. 5. B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in paragraph 5. A. confirms the presence of Hazardous Materials on the Property, City, at its sole option, may elect to terminate this Agreement, the option money shall be fully refundable to the Optionee, and neither party shall have any further obligations under this Agreement. Should the City elect not to terminate this Agreement, Optionor shall, at his sole cost and expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance with any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations or other governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials ("Environmental Law"). However, should the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to 5% of the Purchase Price, Optionor may elect to terminate this Agreement and no party shall have any further obligations under this Agreement. In the event that Hazardous Materials placed on the Property prior to closing are discovered after closing, Optionor shall remain fully obligated hereunder, with such obligation to survive the closing anddelivery and recording of the deed and the City's possession of the Property, to diligently pursue and accomplish the clean up of Hazardous Page 5 Materials in a manner consistent with all applicable Environmental Laws and at Optionor's sole cost and expense. 5. 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 thiuAgreement 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 returned and delivered to the City by 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. 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 its 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 indemnify and 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. 6. 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. [Note: This Paragraph is provided for informational purposes pursuant to Section 404.056(7), Florida Statutes] 7. SURVEY. The City shall, at its sole cost and expense and not Less than thirty-five (35) days prior to the Closing Date, obtainsen-updated-bound pared b- 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 sixty (60) days before the date of closing, unless this sixty (60) day time period is waived by City and by the title insurer, in writing, for purposes of deleting Page 6 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. 8. TITLE INSURANCE. The City shall, at its sole cost and expense, and at least thirty- five (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. 9. 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 thirty (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, complete and unrestricted discretion to either: (a) accept the title as it then is with a reduction in the Purchase Price by an amount determined by Optionee; or (b) accept the title as it then is with no reduction in the Purchase Price; or (c) extend the amount of time that Optionor has to cure the defects in title; or (d) terminate this Agreement, thereupon releasing City and Optionor from all further obligations under this Agreement. 10. 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 good, insurable and marketable title to the Property in 100% fee simple free and clear of all mortgages, loans, liens, reservations, restrictions, easements, leases, subleases, tenancies and other encumbrances, except for those that are acceptable encumbrances, in the sole opinion of City, and do not impair the insurability and 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. 11. 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, insurable and marketable title to the Property. 12. 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 Page 7 Optionor at closing. In the event the City acquires fee simple title to the Property between January 1 and November 1, Optionor shall, in accordance with Section 196.295, Florida 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 simple 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. 2) Certified/Pending Liens: Certified, confirmed and ratified governmental liens and pending other 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. B. Closing Costs. 1) Each party shall be responsible for its own attorney's fees 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; (ii) 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 Required: 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. Page 8 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. PubIic 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 Progra megulation or applicaWe federal and state laws or regulations. c 7! JIV 13. CLOSIN C D DATE. The closing (the "Closing Date") shall be on or before one hundred and (.' : 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 documents required to be provided or completed and executed by Optionor, the closing shall occur either on the original closing date, or within sixty (60) days following the extension of the Option Expiration Date due to a Phase II Environmental Site Assessment, or within sixty (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 2"d Ave., Miami, Florida 33130, or at such other office address in Miami -Dade County, Florida as the City may designate. 14. 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 and complete, unrestricted discretion, 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, use or possession of any part of the Property. Optionor agrees to clean up and remove, at its own cost, all abandoned personal property, refuse, garbage, junk, rubbish, vermin, trash and debris from the Property to the satisfaction of the City five (5) days prior to closing. 15. RIGHT TO ENTER PROPERTY ,POSSESSION AND USE. Optionor agrees that from the date this Agreement is executed by Optionor, Optionee, the City and/or its agents, upon Page 9 reasonable notice, shall have the right to enter the Property for all lawful purposes in connection with this Agreement. Optionor shall deliver possession and use of the Property to the City at closing. 16. 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. 17. 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, including the reimbursement of any expenses incurred in involving the sale of the property, 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. 18. 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 "C". Optionor shall indemnify and hold City harmless from any and all such claims, whether disclosed or undisclosed. 19. RECORDING. This Agreement, or notice of it, may be recorded by City in the appropriate county or counties. 20. 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 responsibilities hereunder. Optionor shall not assign this Agreement without the prior written consent of City, which consent the City may grant or withhold in its sole, complete and unrestricted discretion as the City is relying on Optionor's 100% fee simple title to this Property. 21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement. 22. 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. 23. 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. 24. 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 Page 10 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. 25. 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. 26. 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. 27. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment, supplement 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. 28. 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. 29. 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. 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: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 Optionor: Soul Harvest Miracle Revival Center, Inc. a Florida Not -for -Profit Corporation Dr. Cora Lee Palmer 301 NE 62"° Street Miami, Florida 33138-6016 Copies To: Director, Department of Economic Development City of Miami 444 SW 2"d Avenue, 3rd Floor Miami, Florida 33130 City Attorney City of Miami 444 SW 2"d Avenue, Suite 945 Page 11 Miami, Florida 33130 30. 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. 31. 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. 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 ', v{ M2004, THIS OFFER. WILL BE VOID UNLESS THE CITY, AT ITS SOL a PTION; 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 BY AN AFFIRMATIVE VOTE OF FOUR -FIFTHS OF THE COMMISSIONERS OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA IS REQUIRED AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS OPTION. Page 12 THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. DATED this —1 7 day of WITNESSES: (As to Optionor) STATE OF FLORIDA , 2004. COUNTY OF MIAMI-DADE) Optionor: Soul Harvest Miracle Revival Center, Inc., a Florida Not -for -Profit Corporation By: Dt. Zo)4- 2.�.- eaZe,a4, Name: Dr. Cora Lee Palmer - - - - Title: President and Director By: Z4 Name: Estella Hollins Title: Secretary, Treasurer and Director BEFORE ME, the undersigned authority, personally appeared Dr. Cora Lee Palmer and Estella Hollins. as President/Director and Secretary. Treasurer/Director of Soul Harvest Miracle Revival Center. Inc.. a Florida Not -for -Profit Corporation, who first being duly sworn, depose and say that they executed the above instrument for the purposes therein expressed. SWORN TO AND SUBSCRIBED before me this .27 day of 1. , 2004. Aersonally known roduced as Identification: (NOTARY PUBLIC) SEAL ... •;4Mi ssL,NRERu My C Jmmir, Exp. 11f25I2006 No. 00 0739E9 11 Pom onedy M n 1) omu Lo. otaryblic La 'Mei; (Printed, Typed or Stamped Commission No.: My Commission Expires: rr?r Name) 6 Page 13 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: Maria J. Chiaro Dania F Carrillo Interim City Attorney Risk Management Administrator STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) The foregoing instrument was acknowledged before me this day of 2004, 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 14 Exhibit "A" Address: 301 NE 62"a Street Miami, Florida 33138-6016 Folio: 01-3218-014-0020 Legal Description: Tract 2 of Joyce Properties, Plat Book 51 at Page 38 of the Public Records of Miami -Dade County, Florida. Page 15 ADDENDUM TO OPTION TO PURCHASE REAL PROPERTY THIS ADDENDUM TO THE OPTION TO PURCHASE REAL PROPERTY ("Addendum") is attached to and made a part of that certain Option to Purchase Real Property between Seller, Soul Harvest Miracle Revival Center, Inc., a Florida Not -for - Profit Corporation with offices at 301 N.E. 62nd Street, Miami, Florida 33138-6016 ("Optionor" or "Seller"), and Purchaser, the City of Miami, a municipal corporation of the State of Florida, whose principal address is 444 S.W. 2nd Avenue, Suite 325, Miami, Florida 33130 ("Optionee", "City" or "Purchaser"), dated , 2004 (the "Agreement"). 1. Option Terms. Section 3 is modified and amended by adding the following language at the end thereof: "Seller and Purchaser hereby further acknowledge and agree that not later than forty-five (45) days after the Purchaser's exercise of the option pursuant to this Agreement, the Seller and the Purchaser shall enter into an Escrow Agreement and appoint an Escrow Agent to serve as escrow agent. Pursuant to the conditions as set forth in this Section and upon execution of the Escrow Agreement, Purchaser shall provide a deposit in the amount of the total costs of the demolition of the 66-unit apartment/efficiency building, the removal of all debris related thereto and the capping of the sewer line related to the apartment/efficiency structure, which amount shall not exceed Seventy -Five Thousand Dollars ($75,000.00) (the "Deposit"). Upon execution of the Escrow Agreement, Purchaser shall take a lien upon the Property in the amount and to the extent of the Deposit. The Deposit shall be used solely to pay the costs of such demolition, clearing and capping of the sewer line for the apartment/efficiency structure, as approved by the City, and shall not be used for any costs related to the House of Worship Building and any fencing securing the Property. The Escrow Agent shall be authorized to disburse funds from the Deposit only to pay the invoices related to the demolition work, the clearing work, and the capping of the sewer, as approved by the City, and as described in the Escrow Agreement. At Closing, the Deposit, the Option Payment and all interest earned thereon, shall be credited against the Purchase Price. In the event this Agreement is terminated by Purchaser, as permitted in this Agreement and as shall be provided in the Escrow Agreement, then the Deposit, together with interest earned thereon, shall be returned to the Purchaser. In the event this Agreement is terminated by the Seller as permitted in this Agreement and as shall be provided in the Escrow Agreement, then the Deposit, together with interest earned thereon, shall be returned to the Purchaser. In the event that any work on Seller's Property requiring use of the Deposit has already been paid for from the funds of the Deposit, and the Seller terminates this Agreement without Closing on the Property, then pursuant to this Agreement and as shall be provided in the Escrow Agreement (a) the Seller is obligated to repay to the Purchaser all amounts of the Deposit so used for work on Seller's Property within sixty (60) days of Seller's termination of this Agreement, and (b) Purchaser's lien upon the Property shall remain in place until such time as Seller has completely repaid to Purchaser the full amount of the Deposit so used for work on Seller's Property." 2. Conditions Precedent to Closing. A, Paragraphs A and B of Section 4 of the Agreement are hereby modified and amended in the cross-references to Section 2 regarding the Option Payment to read now with the correct cross-references to Section 3. B. The fifth sentence of Paragraph A is further modified and amended to now read as follows: "Other than retention of the Option Payment of the City, Optionor shall have no recourse whatsoever, at law or equity, against the City or the Property or the Deposit under the Escrow Agreement 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. C. Section 4 is further modified and amended by adding at the end thereof new Paragraphs D, E and F with the following language: "D. The parties further acknowledge and agree that on or after the exercise of the option by the City and the entering into of the Escrow Agreement, and at Least sixty (60) days prior to Closing, the Optionor must fully comply with, and have performed the following conditions precedent to Closing: (i) At Optionor's own cost and expense, Optionor as owner and landlord of the 66 unit apartment/efficiency building (w) shall provide to the City immediately upon the sending thereof, copies of Optionor's letters, sent by certified mail, return receipt requested to any and all tenants at -will giving notice for such tenants at -will to vacate the Property, (x) shall provide the City with all other notices required by law and shall keep the City informed regarding all aspects of its progress in the process of removing tenants at -will from the Property, (y) shall provide the City such other documentation as the City may reasonably require to evaluate Optionor's progress, and (z) shall conduct such process in accordance with all applicable legal requirements. (ii) At Optionor's own cost and expense, Optionor shall have provided the City with (a) Optionor's demolition, debris removal, and sewer capping schedules and related budgets, to be approved by the Director of Economic Development of the City, (b) such other documentation as the City may reasonably request to evaluate Optionor's progress, and (c) invoices to be paid out of the Deposit which must first be approved by the Director of Economic Development of the City. Such approvals by the City shall not be unreasonably withheld or delayed. Optionor shall 2 conduct such processes in accordance with all applicable legal requirements. (iii) Optionor's obligations in this paragraph are conditions precedent to the closing of this transaction. E. Optionor hereby agrees, represents and warrants to Optionee: (i) to use its best efforts not to cause, nor to permit, any code or other legal violation to occur on the Property during the term of this Agreement and Optionor acknowledges that Optionee is relying on this agreement, representation, and warranty and that this agreement, representation and warranty comprise a material inducement to the City to enter into the Escrow Agreement and to provide the Deposit thereunder for use prior to Closing for the demolition, clearing, and sewer capping work to be undertaken on the Property. (ii) other than the Optionor's interests in the House of Worship Building and the fencing at the time of closing, there are no other parties having ownership of any improvements on the Property. (iii) Optionor's obligations in this paragraph are conditions precedent to the closing of this transaction F. To the extent necessary, Optionor agrees to take all action, including expenditure of money, to ensure compliance with the representations and warranties set forth herein. Optionor's obligations in this paragraph are conditions precedent to the closing of this transaction. 3. Exhibit B —Entity Optionor's Affidavit - Exhibit B is modified and amended to reflect the presence and number of tenants at -will currently on the property, as attached hereto and made a part hereof. 4. Ratification. All other terms and provisions of the Agreement are unmodified and remain in full force and effect. EXECUTED BY: WITNESSES: SELLER: Soul Harvest Miracle Revival Center, Inc., Name: a Florida Not -for -Profit Corporation By: Name: Name: Dr. Cora Lee Palmer Title: President and Director 3 WITNESSES: Name: Name: (Affix Company Seal) ATTEST: Priscilla A. Thompson City Clerk By: Name: Estella Hollins Title: Secretary, Treasurer and Director PURCHASER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Joe Arriola Title: City Manager APPROVED AS TO FORM APPROVED AS TO INSURANCE: AND CORRECTNESS: Jorge L. Fernandez Diania F. Carrillo City Attorney Risk Management Administrator AddendumtoLE{P#1014ption 4 Exhibit "B" Entity Optionor's Affidavit with All Necessary Items Attached STATE OF FLORIDA ) COUNTY OF DADE ) SS: BEFORE ME, the undersigned authority, this day of 2004, personally appeared Dr. Cora Lee Palmer, who upon being first duly sworn, deposes and says: 1. My name is Dr. Cora Lee Palmer, and I am the duly authorized representative as President and Director of Soul Harvest Miracle Revival Center, Inc., a .Florida Not -for -Profit Corporation, whose address is 301 NE 62nd Street, Miami, Florida 33138-6016 (hereinafter "Optionor") in connection with that certain Option to Purchase Real Property, dated , 2004 and that certain Addendum to Option to Purchase, dated , 2004 (collectively, the "Option Agreement") by and between Optionor and the City of Miami, a municipal corporation organized and existing under the State of Florida (hereinafter "City" or "Optionee") related to an exclusive, irrevocable option held by the City to purchase Optionor's property (as decribed in the Option Agreement, hereinafter the "Property"). 2. I have personal knowledge of the matters contained herein. 3. I am above the age of 18 and I am competent to attest to these matters. 4. I have read the foregoing Option Agreement, am familiar with the Property, and know the contents of the Option Agreement and the duties, obligations, responsibilities, and requirements of Optionor under the Option 5 Agreement. The contents, duties, obligations, responsibilities, and requirements are true and correct of my own knowledge. 5. As required by the foregoing Option Agreement and on behalf of Optionor, I hereby certify, represent, and warrant to Optionee that there are no parties in use and/or possession of the Property, other than Optionor, and that there are no existing oral or written leases, subleases, licenses, other options to purchase, rights of first refusal, agreements, or contracts for sale, use, or possession of or other interest covering all or any part of the Property (except as listed below, copies of which are attached hereto): (To be revised to include information regarding all tenants at- will) FURTHER SAYETH THE AFFIANT NAUGHT. Signature: Print Name: Dr. Cora Lee Palmer, Aff ant SWORN TO AND SUBSCRIBED BEFORE ME by , this day of , 2004. Signature: Print Name: Notary Public State Of Florida My Commission Expires: Did Take An Oath Did Not Take An Oath Personally Known Produced I.D., Type of I.D. Produced: 6 Property Information Map Page 1 of 1 Property Information Map My Home Miami -Dade County, Florida MLAMFDADE 1111.1111111.11.111111111.1111111 0138 ft This map was created on 8/30/2004 10:30:44 AM for reference purposes only. Web Site © 2002 Miami -Dade County. All rights reserved. +ii Summary Details: Folio No.: 2_32113L0_14.14424 Property: 301 NE 62 ST Melling Address: SOUL HARVEST MIRACLE REVIVAL CTR 301 NE 62 ST MIAMI FL 33138-6018 Property Information: Primary Zone: 7000 INDUSTRIAL CLUC: 0022 MOTEL Beds/Baths: 0/0 Floors: 1 Livin1 Units: 0 Adj Sq Footage: 26,509 Lot Size: 73,152 SQ FT Year Built: 1950 Legal Description, 18 53 42 1.88 AC JOYCE PROPERTIES PB 51-38 TRACT 2 LOT SIZE 73152 SQUARE FEET OR 18461- 113902994 Sale Information: Sale O/R: 123350141 Sale Date: 11/1984 Sale Amount: $419,110 Assessment Information: Year: 2004 2003 Land Value: ' $256,032 $219,456 Building Value: $887,209 ' $854,756 Market Value: $1,143,241 $1,074,212 Assessed Value: $1,143,241 $11,074,212 Total Exemptions: $805,918 $589,332 Taxable Value: $537,323 $504,880 http:/lgisims2,co.miami-dade.fl.us/myhome/printmap.asp?mapur1 http:l/gisims2.ca.miami.,. 8/30/2004 �$ a Or Y ktE, Mui-c.{; ry1 4113 a is '5 Zoning Properties Purchased Properties Under Contract Properties Approved by Commission Needed for Cultural Component Needed for Recreational Component Excluded Areas City of gfrliami ?:okmhor1.:d4 Little Haiti Park - Boundary r a e rua:myiew rrr.,P�P.u��amogsm �e