HomeMy WebLinkAboutExhibit 2Project : Fern Isle Park Expansion
Project #: 06-025-FF6
Parcel: MPBA
Contract #:
Property Tax I.D.#: 01313-4076-0010
OPTION AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this day of , 2007, between MIAMI POLICE BENEVOLENT
ASSOCIATION, INC., a Florida Not -For -Profit Corporation, 2300 NW 14th Street, Miami, Florida 33125-7521, as "Seller",
and the FLORIDA COMMUNITIES TRUST, a nonregulatory agency within the Department of Community Affairs,
("Acquiring Agency") whose address is 2555 Shumard Oak Boulevard, Tallahassee, Florida 32399, and the CITY OF
MIAMI, FLORIDA, a municipality located within Miami -Dade County, Florida, (" Local Government"), whose address is.
444 S.W. 2nd Avenue, Ste. 325, Miami, Florida 33130. Acquiring Agency and Local Government will be collectively referred
to as ("Purchaser").
1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real property located in
Dade County, Florida, described in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in
accordance with the provisions of this Agreement. This Option Agreement becomes legally binding upon execution by the
parties but exercise of the option is subject to approval by Purchaser and is effective only if Acquiring Agency and Local
Government give written notice of exercise to Seller.
2. OPTION TERMS. The option payment is $100.00 ("Option Payment"). The Option Payment, in the form of a state
warrant, will be forwarded to Seller upon its receipt by Acquiring Agency from the Comptroller of the State of Florida. The
option may be exercised during the period beginning with the Purchaser's approval of this Agreement and the Acquiring
Agency's govemjpg body granting project plan approval in accordance with Rule 9K-8.011, Florida Administrative Code, and
nding on April/,, 2007 ("Option Expiration Date"), notwithstanding any provision herein tQ the contrary, Seller may, at its
sole option, terminate this Agreement if the closing of the Property does not occur by Aprit,S; 2007.
3.A. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property is EIGHT
MILLION THREE HUNDRED AND FIFTY THOUSAND AND NO/100 Dollars ($8,350,000.00) which, after reduction
by the amount of the Option Payment, will be paid by Acquiring Agency and Local Government at closing. Seller hereby
authorizes Acquiring Agency to issue a state warrant directly to an escrow agent who is authorized by Iaw to receive such
payment, and who is acceptable to Purchaser, and to require the escrow agent to pay Seller's expenses of sale and real estate
taxes. This Total Purchase Price presumes that the Property contains at least 6 total acres, to be confirmed by the Survey, as
provided in paragraph 5. The Total Purchase Price shall be paid to Seller as follows: Acquiring Agency shall pay the lesser of
$5,988,620.00 or 71.72% of the final adjusted Total Purchase Price for the Property as determined in accordance with
paragraph 3.B. ("Acquiring Agency's Purchase Price"), which after reduction by Acquiring Agency of the Option Payment, will
be paid to Seller by state warrant at closing; and Local Government shall pay the lesser of $2,361,380.00 or 28.28% of the final
adjusted Total Purchase Price for the Property as determined in accordance with paragraph 3.B, ("Local Government's Purchase
Price"), will be paid to Seller by Local Government check at closing. The Total Purchase Price is subject to adjustment in
accordance with paragraph 3.B. The determination of the final Total Purchase Price can only be made after the completion and
approval of the survey required in paragraph 5. This Agreement is contingent upon approval of the appraisal review, Total
Purchase Price, Acquiring Agency's Purchase Price, and Local Government's Purchase Price by Purchaser and upon
confirmation that the Total Purchase Price is not in excess of the final maximum approved purchase price of the Property as
determined in accordance with Rule 9K-8.007, Florida Administrative Code ("Maximum Approved Purchase Price").
This Agreement is also contingent upon Local Government's funds for closing being available at closing and upon Local
Government giving written notice to Acquiring Agency, prior to the exercise of the option that these funds are available to close
in accordance with this Agreement. If such notification is not accomplished, Acquiring Agency may in its sole discretion
declare this Agreement void and of no further force and effect as of that date. Local Government's funds are the sole
responsibility of Local Government. Seller shall have no recourse whatsoever, at Iaw or equity, against Acquiring Agency or
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the Property as a result of any matter arising at any time whether before or after fee simple title is conveyed to Local
Goverrunent, relating to Local Government's funds, Acquiring Agency shall have no obligation under this Agreement to
provide any portion of Local Government's funds. Acquiring Agency's funds necessary to close are the sole responsibility of
Acquiring Agency. Seller shall have no recourse whatsoever, at law or equity, against Local Government or the Property as a.
result of any matter arising at any time, whether before or after fee simple title is conveyed to Local Government, relating to
Acquiring Agency's funds. Local Government shall have no obligation under this Agreement to provide any portion of
Acquiring Agency's funds. Should Local Government's funds or Acquiring Agency's funds not be available for any reason,
Purchaser or Seller may elect to terminate this Agreement by written notice to the parties without liability to any party.
This Agreement is also contingent upon the Local Government providing the required real estate appraisals to the Acquiring
Agency for the project and upon final review and approval of these appraisals by the Acquiring Agency,
Acquiring Agency and Local Government agree that the Local Government shall take fee simple title to all of the Property at
the closing notwithstanding that Acquiring Agency and Local Government are required to pay all of the Total Purchase Price in
the manner set forth in this Agreement. Conveyance of the Property in fee simple from Seller to Local Government will take
place at the closing, in exchange for the payments to be made by Acquiring Agency and Local Government to Seller at closing
as set forth above in this paragraph 3.A.
3B. ADJUSTMENT OF TOTAL PURCHASE PRICE. If, prior to closing, Acquiring Agency determines that the Total
Purchase Price stated in paragraph 3.A. exceeds the final Maximum Approved Purchase Price of the Property, the Total
Purchase Price will be reduced to the final Maximum Approved Purchase Price of the Property. Upon determination of the
final adjusted Total Purchase Price, Acquiring Agency's Purchase Price and Local Government's Purchase Price will be
determined and adjusted in accordance with paragraph 3.A. If the final adjusted Total Purchase Price is less than 100% of the
Total Purchase Price stated in paragraph 3.A. because 'of a reduction in the Maximum Approved Purchase Price of the Property,
Seller shall, in his sole discretion, have the right to terminate this Agreement and neither party shall have any further obligations
under this Agreement. If Seller elects to terminate this Agreement, Seller shall provide written notice to Acquiring Agency and
Local Government of his election to terminate this Agreement within 20 days after Seller's receipt of written notice from
Acquiring Agency of the final adjusted Total Purchase Price, In the event Seller fails to give Acquiring Agency and Local
Government a written notice of termination within the aforesaid time period from receipt of Acquiring Agency's written notice,
then Seller shall be deemed to have waived any right to terminate this Agreement based upon a reduction in the Total Purchase
Price stated in paragraph 3.A.
4,A, ENVIRONMENTAL SITE ASSESSMENT. Local Government shall at Local Government's sole cost and expense
and at ]east 30 days prior to the Option Expiration Date, furnish to Acquiring Agency an environmental site assessment of the
Property which meets the standard of practice of the American Society of Testing Materials ("ASTM"). Local Government
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 1 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
environmental site assessment shall be certified to Purchaser and the date of certification shall be within 45 days before the date
of closing.
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, Purchaser or Seller may elect to terminate this Agreement and
neither party shall have any further obligations under this Agreement. Should Purchaser and Seller elect not to terminate this
Agreement, Seller shall, at Seller's sole cost and expense and prior to the exercise of the option and closing, promptly
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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 Total Purchase Price as stated in paragraph 3.A., SeIler may elect to terminate this Agreement and no party shall
have any further obligations under this Agreement.
5. SURVEY. Local Government shall, at Local Government's sole cost and expense and not less than 35 days prior to the
Option Expiration Date, deliver to Acquiring Agency a current boundary survey of the Property prepared by a professional land
surveyor licensed by the State of Florida which meets the standards and requirements of Acquiring Agency ("Survey"). It is
Local Government's responsibility to ensure that the surveyor contacts the Acquiring Agency regarding these standards and
requirements prior to the commencement of the Survey. The Survey shall be certified to Purchaser 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 Purchaser
and by the title insurer 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 intended to be located on the Property encroach on the land of others, the same shall be treated as a title defect.
6. TITLE INSURANCE. Local Government shall, at Local Government's sole cost and expense and at least 35 days
prior to the Option Expiration Date, furnish to Purchaser 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 Acquiring Agency,
insuring marketable title of Local Government to the Property in the amount of the Total Purchase Price. Local Government
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.
7. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to Purchaser pursuant to this Agreement
discloses any defects in title which are not acceptable to Purchaser, Seller shall, within 90 days after notice from Purchaser,
remove said defects in title. Seller agrees to use diligent effort to correct the defects in title within the time provided therefor,
not including the bringing of necessary suits. If Seller is unsuccessful in removing the title defects within said time or if Seller
fails to make a diligent effort to correct the title defects, Purchaser shall have the option to either: (a) accept the title as it then is
with a reduction in the Total Purchase Price by an amount mutually agreed to by Seller and Purchaser, (b) accept the title as it
then is with no reduction in the Total Purchase Price, (c) extend the amount of time that Seller has to cure the defects in title, or
(d) terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement.
8, INTEREST CONVEYED. At closing, Seller shall execute and deliver to Local Government 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 liens, reservations, restrictions, easements, leases, tenancies and other encumbrances, except for those that are acceptable
encumbrances in the opinion of Purchaser and do not impair the marketability of the title to the Property. The grantee in
Seller's Warranty Deed shall be the CITY OF MIAMI.
9. PREPARATION OF CLOSING DOCUMENTS. Upon execution of this Agreement, Seller shall submit to Purchaser a
properly completed and executed beneficial interest affidavit and disclosure statement as required by Sections 286.23, and
380.08(2), Florida Statutes. Seller shall prepare the deed described in paragraph 8. of this Agreement, Seller's closing statement
and the title, possession and lien affidavit certified to Purchaser and title insurer in accordance with Section 627.7842, Florida
Statutes, and an environmental affidavit on Acquiring Agency forms provided by Acquiring Agency. Acquiring Agency shall
prepare Purchaser's closing statement. All prepared documents shall be submitted to Local Government and Acquiring Agency
for review and approval at least 30 days prior to the Option Expiration Date.
10, PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to be provided by Seller
under this Agreement within 30 days after receipt by Purchaser of all of the required items. Seller will have 30 days thereafter
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to cure and resubmit any rejected item to Purchaser. In the event Seller fails to timely deliver any item, or Purchaser rejects any
item after delivery, Purchaser may in its discretion extend the Option Expiration Date upon mutual agreement of the parties.
11. EXPENSES. Seller will pay the documentary revenue stamp tax and all other taxes or costs associated with the
conveyance, including the cost of recording the deed described in paragraph 8. of this Agreement and any other recordable
instruments which Purchaser deems necessary to assure good and marketable title to the Property.
12. 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 Seller at closing. In the event the Local Government acquires fee title to the
Property between January 1 and November 1, Seller 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 Local Government acquires fee title to the Property on or after
November 1, Seller 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.
�i.
13. CLOSING PLACE AND DATE. The closing shall be on or before April, 2007 aer Purchaser 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 Seller, the closing shall occur either en the
original closing date or within 30 days after receipt of documentation curing the defects, whichever is later. The date, time and
place of closing shall be mutually agreed to by Purchaser and Seller.
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller 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 Local Government in the
same or essentially the same condition as of the date of Seller'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
Seller, Purchaser may elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations
under this Agreement. Seller represents and warrants that there are no parties other than Seller in occupancy or possession of
any part of the Property. Seller agrees to clean up and remove all abandoned personal property, refuse, garbage, junk, rubbish,
trash and debris from the Property to the satisfaction of Local Government prior to the exercise of the option by Purchaser,
15.. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is executed by
Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter the Property for all lawful purposes in
connection with the this Agreement. Seller shall deliver possession of the Property to the Local Government at closing.
16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads or valid, recorded
easements that benefit the Property.
17. DEFAULT. If Seller defaults under this Agreement, Purchaser may waive the default and proceed to closing, seek
specific performance, or refuse tq 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 Seller's default. In connection with any dispute
arising out of this Agreement, including without limitation litigation and appeals, Purchaser will be entitled to recover
reasonable attorney' sfees and costs.
18. BROKERS. Seller 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 required in paragraph 9. Seller shall indemnify and hold Purchaser harmless from any and all such claims, whether
disclosed or undisclosed.
19. RECORDING, This Agreement, or notice of it, may be recorded by Purchaser in the appropriate county or counties
upon receiving written approval from the Seller.
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20. ASSIGNMENT. This Agreement may be assigned by Purchaser, in which event Purchaser will provide written notice
of assignment to Seller. This Agreement may not be assigned by Seller without the prior written consent of Purchaser,
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 Seller's execution of this Agreement, Seller's heirs, legal representatives,
successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and Purchaser's exercise of the
option, Purchaser and Purchaser's 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 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 Purchaser 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. 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.
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 on the first page of this Agreement, or such other
address as is designated in writing by a party to this Agreement.
HIS AGREEMENT IS INITIALLY TRANSMITTED TO THE LLER AS AN OFFER. IF THIS AGREEMENT IS NOT
XECUTED BY THE SELLER ON OR BEFORE JANUARYX, 2007. THIS OFFER WILL BE VOID UNLESS THE
URCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER. THE EXERCISE OF THIS OPTION IS
SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT, TOTAL PURCHASE PRICE, ACQUIRING AGENCY'S
PURCHASE PRICE, AND LOCAL GOVERNMENT'S PURCHASE PRICE BY PURCHASER, (2) ACQUIRING
AGENCY'S GOVERNING BODY GRANTING PROJECT PLAN APPROVAL IN ACCORDANCE WITH RULE 9K-8.011',
FLORIDA ADMINISTRATIVE CODE, (3) CONFIRMATION THAT THE TOTAL PURCHASE PRICE IS NOT IN
EXCESS OF THE FINAL MAXIMUM APPROVED PURCHASE PRICE OF THE PROPERTY, AND (4) LOCAL
GOVERNMENT AND ACQUIRING AGENCY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER
BY SELLER. THE ACQUIRING AGENCY'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS CONTRACT
IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLATURE.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IT NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN
ATTORNEY PRIOR TO SIGNING.
January 26, 2007 Page 5
06-025-Fr'6
Wi ess as to eller
itnessastoSe_e
STATE OF FLORIDA)
SELLER
MIAMI POLICE BENEVOLENT ASSOCIATION, INC., a
Florida Nat -For -Profit Corporation
By: (Name)— T-�e=rP
Its: President
FEED
l r7.V U7
Date signed by Seller
COUNTY OF MIAMI-DADS) ° The foregoin ins ent was cknowledged before me this J day of r■ u
VIA LEK itt , 'UO , as f if3 Of N j , of MIAMI POLICE BENEVOLENT ASSO
Florida Not -For -Profit Corporation, who is 4personally known) to me or who
as identification.
(NOTARY PUBLIC)
SEAL
January 26, 2007
06-025-FF6
C
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Notary Public
(printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
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2007, by
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�.""��,,_ Diana Villa
Commission SD0508484
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Priscilla A. Th
APPROVED AS TO INSURANCE
REQVI'1iEMEly,TS:
1-
Leeann Brehm, Director �' Jorg
Department of Risk Management City Atto
STATE OF FLORIDA)
PURCHASER
LOCAL GOVERNMENT
CITY OF MIAMI, a Municipal Corporation
Of the State al"da
By:
Print Name: Pedro G. Hernandez
Title: City Manager
Date signed by L4c41: veinraent
APPR a VED AS TO FOSRM AND
CO ESS:
L. emandez
COUNTY OF LEON)
e foregoin ins ent was aclatowledged b ore me this e[ 0 day of ref (1 r 2007, by
[,. 1012 vlott R.- as f . +y al v t o, See -Of -the CITY OF MI i I, a municipal
corporation of the State of Florida, on behalf of the Local Goveriment, who is personally known to me.
(NOTARY PUBLIC)
SEAL
Ofelia E. Perez
ti rr� Commission 11DD2213l9
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(Printed, Typed or Stamped Name of
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Commission No.:
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January 26, 2007 Page 7
06-025-FF6
Witness as to Acquiring Agency
ACQUIRING AGENCY
FLORIDA COMMUNITIES TRUST
By:
JANICE BROWNING, Director, Division of
Housing and Community Development
Witness as to Acquiring Agency Date signed by Acquiring Agency
Approved solo Form and Legality (FCT)
By:
Dale:
STATE OF FLORIDA)
COUNTY OF LEON )
The foregoing instrument was acknowledged before me this day of , 2007, by Janice
Browning, Director, Division of Housing and Community. Development, on behalf of the Acquiring Agency. She is
personally known to me.
(NOTARY PUBLIC)
SEAL) Notary. Public
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
January 26, 2007 Page 8
06-025-FF6
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06-025-FFG