HomeMy WebLinkAboutInvitation to Bidof Miami
City
Public Works
Maintenance ,
551 NW 71 st" Street
Miami, F 3 315
7142-7148NW 5th Court
Miami, F1 33150
R
THE .,E OF CITY -OWNED
SURPLUS REAL PROPERTY
This ITB distributed b
City of Miami
October 28, 2015
Ladies and Gentlemen:
DANIEL J. ALFONSO
CITY MANAGER
Thank you for your interest in purchasing this City -owned property located at 551 NW 71st Street,
Miami, Florida 33150 ("Property"). The attached document is an Invitation to Bid ("ITB")
issued by the City of Miami ("City"), to solicit potential bidders ("Bidders") interested in purchasing
the Property.
The ITB contains information regarding the Property, submission requirements, and selection proce-
dures. Carefully review all enclosed documents. Bids must comply with all submission requirements
to be eligible for consideration. All information and materials submitted will be thoroughly analyzed
and independently verified.
Bids must be received by no later than 2:00 PM on January 26, 2016 and must be delivered to the
Office of the City Clerk (First Floor Counter), City Hall, 3500 Pan American Drive, Miami, Florida
33133. Late or incomplete Bids will not be considered. A list of all Bidders will be made public
the following day. The successful Bid will be subject to the requirements of the Charter and Code of
the City.
On behalf of the City of Miami Mayor and Commissioners, I welcome responsive Bids, which will
realize the full potential of this prime real estate location.
Daniel J. Alfonso
City Manager
I.
EXECUTIVE SUMMARY
II.
THE PROPERTY
III.
CONE OF SILENCE
IV.
SUBMISSION REQUIREMENTS
V.
PURCHASE AND SALE AGREEMENT
VI.
ACCEPTANCE PROCESS
VII.
RECEIPT OF RESPONSES
APPENDICES & EXHIBIT$
APPENDIX I
LEGAL DESCRIPTION
APPENDIX II
DRAFT PURCHASE & SALE AGREEMENT
APPENDIX III
ITB CHECKLIST
APPENDIX IV
ITB REGISTRATION FORM
EXHIBIT "A'
ITB SUBMISSION FORM
EXHIBIT "B"
DISCLOSURE/DISCLAIMER FORM
CITY CHARTER & CODE SELECTIONS
CITY CODE SECTION 18-74 - CONE OF SILENCE
CITY CODE SECTION 2-612 - CONFLICTS OF INTEREST
CITY CHARTER SECTION 29A CONTRACTS FOR REAL PROPERTY
CITY CHARTER SECTION 29B - CITY -OWNED PROPERTY SALE OR LEASE - GENERALLY
CITY CHARTER SECTION 3 - POWERS
*The above City Charter and Code Selections are included for reference purposes only and are neither an exhaus-
tive nor updated list of applicable laws pertaining to this ITB. Proposers are required to independently verify and
abide by all applicable laws, rules, and regulations.
- - CBRE
Opportunity: The City of Miami ("City") is seeking Bids from qualified Bidders that are inter-
ested in purchasing a City -owned surplus property consisting of three parcels
of land located at 551 NW 71 Street ("Property"). If is the City's intention to
solicit competitive bids for the sale of this land and enter into negotiations for
a Purchase and Sale Agreement ("Agreement").
Property Size: Approximately 35,643 square feet of net land area.
Zoning: 7000 Industrial - General
Existing
Improvements: The Property has two free-standing buildings. One is situated on the north
Side of NW 71 sf Street and the other on the south side of NW 72nd Street
between NW 5th Court and 1-95. The building with frontage along NW 71 st
Street is a two-story building constructed in 1961, and was used as an auto-
motive service center.
NO �111=0 I
Property: The Property and its improvements are offered "AS IS, WHERE IS" by the City.
No representations or warranties whatsoever are made as to its condition,
state or characteristics. EXPRESSED WARRANTIES AND IMPLIED WARRAN-
TIES OF FITNESS FORA PARTICULAR PURPOSE OR USE AND HABITABILITY
ARE HEREBY DISCLAIMED. IMPLIED WARRANTIES OF MERCHANTABILITY
AND/OR SUITABILITY ARE HEREBY DISCLAIMED. No representation whatso-
ever is made as to any environmental or soil matter.
Grounds For
Disqualification: Failure to meet the minimum ITB requirements will be grounds for disquali-
fication. Additionally, no ITB responses will be accepted from individuals or
entities who have or whose principals have past, present or pending litigation
with the City or who have been disbarred or suspended from doing business
with the City.
Registration Fee: Only those Bidders who register can participate. For registration as an official
Bidder and to receive a complete ITB package and ITB addenda, Bidder must
submit a non-refundable fee of $150.00, in the form of a cashier's check,
money order, or official bank check, made payable to the "City of Miami"
together with the completed Registration Form, included herein as Appendix
IV, and all other documents required by this ITB.
0
BidDeposit: A bid deposit equal to One Percent (1 %) of the bid amount, payable to the
City of Miami, in the form of a cashier's check, money order, letter of credit,
or official bank check, is required to accompany each Bid submission. This
Bid Deposit is fully refundable to those Bidders not selected.
The City of Miami, Department of Real Estate Asset Management, ("City") is
soliciting bids from one or more individual(s), group, company, corporation,
limited liability company, or any other business entity legally capable of hold-
ing title to real estate.
Bidder Entity: Any person(s) included in Exhibit "A" ("ITB Submission Form") may not be sub-
stituted or withdrawn from participation after the Submission Date unless the
City Manager specifically authorizes in writing a request for substitution.
Agreement: A Purchase and Sale Agreement between the parties will be required upon
selection of the Successful Bidder. A draft of the Agreement to be negotiated
is attached hereto as Appendix II. Certain provisions of the Lease shall remain
non-negotiable, including, but not limited to, any and all items required by
this ITB, as well as those provisions relating to enviromental matters, deed
restrictions, indemnification, hold harmless, insurance and warranties.
Minimum
Bid Amount: ITB responses shall provide a proposed purchase price greater than or equal
to eight hundred and eighty thousand dollars ($880,000). Any bids submitted
below the above -stated minimum bid amount shall be deemed non-respon-
sive.
s„ d
The City of Miami, Department of Real Estate Asset Management, ("City") is soliciting bids from
one or more individual(s), group, company, corporation, limited liability company, or any other
business entity legally capable of holding title to real estate, hereinafter referred to as the bidder,
to purchase, in as -is condition, the following property:
This ITB presents an excellent business opportunity to own property previously used by Nu -Way
Auto Service and Body Shop. The Property is located within the incorporated area of the City of
Miami, in Miami -Dade County. The Property is adjacent to Interstate 95. The Property is south of
the incorporated area of Miami Shores, north of an area known as Lemon City, west of an area
known as Little Haiti, and east of Liberty City and Interstate 95.
5
The Property consists of three parcels of land, together approximately 35,643 square feet. It has a
chain link and CBS fences along its perimeter. The Property has two free-standing buildings. One
is situated on the north side of NW 71 st Street and the other is on the south side of NW 72nd Street
between NW 5th Court and 1-95. The building with frontage along NW 71 st Street is a two story
building, constructed in 1961, and used as an automotive service center. See attached Appendix I
for the legal description.
The property information in this Invitation to Bid ("ITB") solicitation is believed to be correct, but is
not warranted in any manner. Bidders should independently verify factual items they deem relevant
prior to bidding.
The Cone of Silence shall apply to this ITB. Pursuant to Chapter 18, Article III, Section 18-74 of
the City of Miami Code, a/k/a Purchasing Ordinance No. 12271, a "Cone of Silence" is imposed
upon each RFP, RFQ, RFLI, or ITB after advertisement and terminates at the time the City Manager
written recommendation to the Miami City Commission, as may be applicable, is received by the
City Clerk. The Cone of Silence shall be applicable only to Contracts for the provision of goods
and services and public works or improvements for amounts greater than $200,000, and to any
ITB that states that the Cone of Silence shall apply to it. The Cone of Silence prohibits any com-
munication regarding any RFP, RFQ, RFLI or ITB between potential proposer, offeror, respondent,
bidder, lobbyist, consultant and the City's professional staff, including the Manager and his or
her staff, the Mayor, City Commissioners, including their respective staff and any members of the
selection/evaluation comittee. This section does not include the complete language of the afore-
mentioned ordinance and should not be relied upon in lieu of the ordinance itself.
All bids must be submitted on the attached Invitation to Bid Submission Form ("Form"). Bidders
must complete, acknowledge and submit their bid in accordance with the instructions set forth
herein. The City shall require that a Purchase and Sale Agreement ("Agreement"), in substantially
the attached format as in Appendix II be executed and submitted on the Bid due date as part of the
submittal package.
The actual terms of the Agreement shall be negotiated with City staff and are subject to final ap-
proval by the City Commission. Each bidder shall thoroughly examine the ITB package and judge
for themselves all matters relating to the conditions and requirements of this ITB. Bidders must sign
the Form in the space provided for signature. If the bidder is a partnership, corporation, limited
liability company, or other such legal entity, proof of authority of the individual executing the bid
on behalf of the entity shall be attached with the official seal, if any, affixed thereto. Conveyance
to the successful bidder ("Purchaser") shall be in the same name submitted in the bid. Bids may
not be assigned.
0
The bid for the Property must be in a sealed envelope, which should also contain the registration
fee amount and Bid Deposit in the amount specified below. The title of the ITB and the date the
bid is due should be written on the face of the envelope. Untimely submissions, or those delivered
to another location, will not be accepted. Please deliver the sealed envelope/package to:
City Clerk's Office
First Floor Counter
City of Miami
3500 Pan American Drive
Miami, FL 33133
The contact person for all inquiries related to this ITB is Jacqueline Lorenzo, Property Management
Representative, who can be reached at (305) 416-1426. Bid packages will be available online
at http://www.miamigov.com/PublicFacilities/pages/RealEstateOpportunities/. In order to receive
a hard copy of the bid package, you must register and submit a nonrefundable fee of $150.00.
Bidders provide contact information on the registration form, include mailing and email addresses.
During the Cone of Silence oral question/requests for additional information are disallowed and
such oral questions/requests will not be replied to. As a result, any request for additional informa-
tion must be received in writing by mail or e-mail no later than 2:00 p.m. on January 4, 2016. All
registered participants will receive answers to any queries posted by the other listed participants, as
well as any addendums to the ITB. Questions must be in writing (mail or email) to
Jacqueline Lorenzo: ilorenzoCa?miamidade.gov with a copy to Michael Silver, SIOR:
michael.silverCcDcbre.com
C. Examination of Propert,71
Potential bidders shall be permitted to inspect the Property by appointment only. In connection with
such inspection, there shall be no soil tests or other invasive tests which can or may cause damage
to the Property unless the bidder has received the City's prior written approval for such tests. All
such entries upon the Property shall be at the sole risk of bidder and the City shall have no liability
or responsibility for any injuries sustained by bidder or any of bidder's agents or contractors or any
loss or damage to any personal property. Upon completion of bidder's investigations and tests,
bidder agrees to promptly repair or restore any damage to the Property caused by bidder, its agents
and contractors to the same condition as it existed before bidder's entry upon the Property and Bid-
ders must furnish the City a copy of all test results obtained. Prior to any entry upon the Property for
purposes of inspection or testing, bidders and bidder's agents and contractors, shall execute an In-
spection Indemnity Form, which shall be approved by the City's Department of Risk Management.
D. Project Plans and other Property records:
Bidders may review any records the City has available regarding the Property by calling (305) 416-
1401 and making an appointment with the Department of Real Estate and Asset Management,
444 SW 2 Avenue, Suite 325, Miami, Florida 33130. You may also purchase copies of any of
these records for a fee, such amount as established by the City in accordance with applicable
regulations
7
E. Bid Deposit:
Each bid shall be accompanied by a Bid Deposit as a guarantee in the form of a certified check,
cashier's check, official bank check or money order made payable to the "City of Miami" (NO
CASH), in the amount of One Percent (1 %) of the bid amount. The Successful Bidder may apply
the earnest money deposit towards the Security Deposit. The Deposits will be held by the City until
ten (10) days after the Successful Bidder has been selected. After selection, the Deposits of all the
unsuccessful bidders will be returned, except for any bidders that have filed bid protests.
Bids shall be irrevocable until the bid is awarded, unless the bid is withdrawn. A bid may be with-
drawn if the request is submitted in writing and is received by the City's contact person, prior to the
date the bid is due.
The City Manager and City Commission individually reserve the right to accept or reject any or
all Bids or to select the Bidder that will be in the best interest of and/or most advantageous to the
City. The City also reserves the right to reject the Bid of any Bidder(s) who has previously failed
to properly perform under the terms and conditions of a contract, or has been declared in default
of another contract with a public agency in Florida, or owes moneys to the City or who has been
debarred as a bidder per 287.133, Fla. Stat. or similar law or denied the right to transact business
with public entities per 287.134, Fla. Stat. or similar laws.
The City reserves the right to waive any irregularities or technicalities and the City Manager or City
Commission may, at its discretion, withdraw or reject any or all the bids and/or re -advertise the ITB
or postpone or cancel the bid award at any time in this bid process.
The City requires that a Purchase and Sale Agreement ("Agreement"), in substantially the attached
form as in Appendix II herewith, be executed upon approval of the Successful Bidder by the City
Commission.
The bidder selected by recommendation of the City Manager will receive written notice (the "No-
tice") advising him/her of the time and place for establishing the terms of the Purchase and Sale
Agreement. The time frames set forth in the attached Agreement are the time frames preferred by
the City. The City will consider any requests for a reasonable extension of the time frames in order
to provide a Purchaser sufficient time to conduct its due diligence. The City Commission must
expressly authorize the City Manager to execute the Agreement for purposes of consummating the
transaction. No bid shall be deemed binding until such time as the Agreement is fully executed by
the parties.
In the event that the bidder selected fails to execute an Agreement with the City within fifteen (15)
days from the date bidder receives the Notice from the City Manager, or such reasonable time
thereafter as determined by the City Manager in his sole discretion, the City Manager reserves the
right to recommend to the City Commission the bid of any other bidder or re -advertise using the
same or revised documentation, at its sole discretion.
.09
The City has issued this ITB for the purpose of selling the Property described above in accordance
with the requirements of Section 29-B of the City Charter of the City of Miami and in compliance
with Chapter 18, Article V, including Section 18-177 of the Code of the City of Miami. Prospective
bidders are advised that the Purchase and Sale Agreement, negotiated pursuant to this ITB, will be
in accordance with the applicable provisions of said sections.
B. Payment for Municipal Services:
Prior to closing, the Purchaser shall be required to furnish and execute a covenant which will run
with the land ("Municipal Service Fee Covenant") and shall be binding on the Purchaser, its suc-
cessors, heirs and assignees. The Municipal Service Fee Covenant, also known as the Payment in
Lieu of Taxes Fee (PILOT Fee), shall provide that if the Property, or any portion thereof, is purchased
by an "exempt entity" or is utilized for exempt purposes, as such term are defined under Chapter
196 Florida Statutes, that so long as the City provides municipal services to the Property, the owner
shall pay to the City an annual payment, which shall never be Fess than the amount of taxes that the
City would be entitled to receive from the Property, based on the fair market value of the Property.
The Municipal Service Fee Covenant shall be included within the deed conveying the property to
the purchaser.
C. Advertisement Restrictions:
The purchaser shall not place on any portion of the Property, any billboard, LED sign, or other large
advertising sign that will be in the public view. This restriction shall be included within the deed
conveying the property to the purchaser.
A. Selection Committee and Acceptance Process:
The City Manager or his/her designee shall designate three (3) individuals to serve on the Selection
Committee. Members of the Selection Committee shall have experience in real estate and shall
not have any financial interest or have played any role whatsoever in any bids being submitted
for consideration to this ITB. Any such conflict of interest will automatically disqualify the Bidder in
question. The Selection Committee shall evaluate proposals based upon the criteria and require-
ments contained in this RFP.
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C. Public Referendum Approval:
City of Miami Charter "Section 29-B — City -owned property sale or lease" provides that the City
Commission shall not consider the sale of City -owned property unless it has received at least three
(3) written bids from prospective purchasers. However, if there are less than three (3) bids received
and the guaranteed purchase price from the bidder whose bid is being considered is at least equal
to fair market value, then the proposed transaction must be approved by voters at a referendum
prior to the City Commission consummating said transaction. In the event fewer than three (3) bids
are received, the City reserves the right to either reject all bids or submit the proposed transaction
to a vote at the earliest convenient opportunity. If the bid is rejected or the proposed transaction is
rejected by referendum vote, the offering shall be terminated. In the event of such a termination,
the Respondent has no vested, legal, contractual, or equitable rights, or title or interest in the As-
sets, or a claim or recourse upon the City, its officials or employees, for any expenses incurred in
the ITB process.
The Successful Bidder shall comply with all local, state, and federal directives, ordinances, rules,
orders, and laws as applicable to this ITB. Non-compliance with all local, state, and federal direc-
tives, orders, and laws may be considered grounds for termination of the Contract.
E. Conflict of interest
If any individual officer, representative or member of a bidder, or an immediate family member
of the same is also a member of any board, commission, or agency of the City, that individual is
subject to the conflict of interest provisions of the City Code, Section 2-611 to 2-614, Miami -Dade
County Code, Section 2-1 1.1, Miami -Dade Conflict of Interest and Code of Ethics Ordinance, and
Florida Statutes 112,313.
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Sealed proposals must be received by the City Clerk no later than 2:00 p.m. Eastern Standard
Time, on January 26, 2016. Provide one (1) original and fifteen (15) copies of the signed and
dated proposal, accompanied by the required documentation to the Office of the City Clerk,
Attn: Todd Hannon, 3500 Pan American Drive, First Floor, Miami, Florida 33133. Sealed pro-
posals must be clearly marked and labeled on the outside of the envelope/package as "Sale of
City -owned Surplus Property ITB No. 15-16-007" Failure to submit a Response by the due date
and time, and at the location specified above, will result in disqualification.
ELI
Parcel 1 located at 551 NW 71 St Miami Florida under Folio No. 01 -31 12-025-0010 &
Parcel 2 located at 7142 NW 5 Ct Miami Florida under Folio No. 01 -31 12-02.5-0050 &
Parcel 3 located at 7148 NW 5 Ct Miami Florida under Folio No 01 -31 12-025-0060
Lots 1, 2, 3, 4, 5 and 6, Block 2, of DUEY'S SUBDIVISION, according to the Plat thereof, as recorded In
Plat Book 1 1, Page 34, of the Public Records of Miami -Dade County, Florida, LESS that portion described In
the Agreed Order of Taking recorded April 17, 1991 in Official Records Book 14986, Page 1, of the Public
Records of Miami -Dade County, Florida; more particularly described as follows:
All that portion of Lot 1,3,4, and 5, Block 2, of DUEY'S SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book 1 1, Page 34, of the Public Records of Miami -Dade County, Florida, lying in Section
12, Township 53 South, Range 41 East, Miami -Dade County, Florida being more particularly described as
follows:
Commence at the Southeast corner of said Lot 1; thence run N 880 58' 59" W along the South line of said
Lot 1, for a distance of 31.80 feet to the POINT OF BEGINNING of the parcel of land hereinafter to be
described; thence continue N 88° 58' 59" W along the South line of said Lot 1, for a distance of 18.20 feet
to a point of intersection with the West line of said Lot 1; thence run N 00° 35' 35" E, along the West line
of said Lot 1, for distance of 135.05 feet to a point of intersection with the North line of said Lot 1; thence
run S 88° 37' 56" E, along the North line of said Lot 1, for a distance of 21.91 feet to a point of Intersection
with a circular curve being concave to the Northwest and having for its elements a tangent bearing of S 01
54' 06" W a chord bearing of S 02° 10' 09" W and a radius of 14436.14 feet; thence run Southwesterly
along the arc of said circular curve to the right, through a central angle of 00° 32' 08", for a distance of
134.98 feet to the POINT OF BEGINNING.
AND
Commence at the Southeast corner of said Lot 3, thence run N 88° 37' 56" W, along the South line of said
Lot 3, for a distance of 106.78 feet to the POINT OF BEGINNING of the parcel of land hereinafter to be
described; thence continue N 88° 37' 56" W along the South line of said Lot 3, for a distance of 22.25
feet to a point of intersection with the West line of said Lot 3; thence run N 00° 35' 35" E, along the West
Fine of said Lots 3, 4 and 5 for a distance of 150.06 feet to a point of intersection with the North line of said
Lot 5; thence run S 88° 12' 13" E, along the North line of said Lot 5, for a distance of 24.74 feet to a point
of intersection with a circular curve being concave to the Northwest and having for its elements a tangent
bearing of S O1 14' 51 " W a chord bearing of S O1 ° 32' 36" W and
a radius of 14436.14 feet; thence run Southwesterly along the arc of said circular curve to the right, through
a central angle of 00° 35' 41 ", for a distance of 149.89 feet to the POINT OF BEGINNING.
AND LESS:
All that portion of Lot 6, Block 2, of DUEY'S SUBDIVISION, according to the Plat thereof, as recorded in Plat
Book 1 I., Page 34, of the Public Records of Miami -Dade County, Florida, lying in Section 12, Township 53
South, Range 41 East, Miami -Dade County, Florida being more particularly described as follows:
Commence at the Southeast corner of said Lot 6; thence run N 88° 12' 13" W along the South line of said
Lot 6, for a distance of 102.32 feet to the POINT OF BEGINNING of the parcel of land hereinafter to be
described; thence continue N 88° 12' 13" W, along the South Fine of said Lot 6, for a distance of 26.74 feet
to a point of Intersection with the West line of said Lot 6; thence run N 00° 35' 35" E, along the West line
of said Lot 6 for a distance of 48.20 feet to a point of intersection with the North line of said Lot 6; thence
run S 89° 19' 26" E, along the North line of said Lot 6, for a distance of 27.21 feet to a point of intersection
with a circular curve concave to the Northwest and having for its elements a tangent bearing of S O1 ° 03'
14" W a chord bearing of S O1 °08' 58" W and a radius of 14436.14 feet; thence run Southwesterly along
the arc of said circular curve to the right, through a central angle of 000 1 1' 36", for a distance of 48.71
feet to the POINT OF BEGINNING. 1 1
[TO BE REDLINED AND SUBMITTED ON BID DUE DATE AS PART OF THE SUBMITTAL PACKAGE]
[This page is intentionally left blank]
12
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, ("Agreement") is made and entered into
this day of , 2015, by and between the City of Miami, a municipal
corporation of the State of Florida, with offices at 444 SW 2 Ave., Miami, Florida 33130
("Seller"), and , ("Purchaser"), The Parties
hereby agree that Seller shall sell and Purchaser shall buy the following property upon the
following terms and conditions:
1. DESCRIPTION OF PROPERTY
a) Legal Description
Parcels
Property Folio #s: 01-3112-025-0010;
01-3112-025-0050; &
01-3112-025-0060
Lots 1 through 5, less the West 20.05 feet of Lot 1, and less the West 23.49
feet of Lots 3, 4 and 5, Block 2 of DUEY'S SUBDIVISION, according to the
Plat thereof recorded in Plat Book 11, Page 34, of the Public Records of
Dade County, Florida
together with
Lot 6, less beginning 102.32 feet West of the SE Corner of Lot 6, continue
West 26.74 feet, thence North 48.20 feet, thence East 27.21 feet, thence
Southwesterly 48.71 feet to the point of beginning, in Block 2, DUEY'S
SUBDIVISION, according to the Plat thereof, recorded in Plat Book 11, at
Page 34 of the Public Records of Dade County, Florida
b) Street Addresses
551 NW 71 Street; 7142 NW 5 Court; & 7148 NW 5 Court
Miami, Florida 33150
C) Improvements
Auto repair facility built in 1961, containing approximately 14,777 sq. ft.;
and a storage building built in 1945 containing 5,184 sq. ft.
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept the sum of
("Purchase Price"). This
Purchase Price presumes that the Property contains square feet. In the
event the survey to be obtained by Purchaser at Purchaser's discretion reveals that the
square footage is more than square feet, the Purchase Price shall be
adjusted to reflect an increase based on per square foot. In the event the
square footage is less than square feet, then the Purchase Price shall not
be affected. The Purchase Price, as it may be adjusted, will be payable as follows:
A. Deposit.
Deposit: Within five (5) days of the Effective Date as defined herein, the
Purchaser shall pay to the City of Miami an amount equal to 10% of the Purchase Price
as a deposit ("Deposit"). At Closing, the Deposit shall be credited against the Purchase
Price. The Deposit is non-refundable except in the event Purchaser terminates this
Agreement as provided herein.
B. Balance to Close.
At Closing, the Purchase Price adjusted by the Deposit paid, other credits,
prorations, or as otherwise provided in this Agreement; shall be paid by the Purchaser to
the Seller in the form of cashier's check, certified check, official bank check or wire
transfer.
3. EFFECTIVE DATE
The Effective Date of this Agreement shall be the date on which the last party to this
Agreement officially executes said Agreement, and the Purchaser has been notified of
such approval in writing by email, letter or facsimile.
4. ENVIRONMENTAL MATTERS
A. Definitions.
For purposes of this Agreement:
The term "Hazardous Materials" shall mean and include without limitation, any
substance, which is or contains (A) any "hazardous substance" as now or hereafter
defined in the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations
promulgated under or pursuant to CERCLA; (B) any "hazardous waste" as now or
hereafter defined in the Resource Conservation and Recovery Act (42 U,S.C., Section
6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act (15
U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum
hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether
friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or
material which: (i) is now or hereafter classified or considered to be hazardous or toxic
under Environmental Requirements as hereinafter defined; (ii) causes or threatens to
cause a nuisance on the Property or adjacent property or poses or threatens to pose a
hazard to the health or safety of persons on the Property or adjacent property; or (iii)
would constitute a trespass if it emanated or migrated from the Property.
The term "Environmental Requirements" shall mean all laws, ordinances,
statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or
hereafter enacted, promulgated, or amended of the United States, the states, the counties,
the cities, or any other political subdivision, agency or instrumentality exercising
jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property,
relating pollution, the protection or regulation of human health, natural resources, or the
environment, or the emission, discharge, release or threatened release of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or waste or
Hazardous Materials into the environment (including, without limitation, ambient air,
surface water, groundwater, land or soil).
B. Disclaimer as To Environmental Matters.
The Property is being sold in "AS IS" condition. Purchaser acknowledges and
agrees that Seller has not made, does not make and specifically negates and disclaims any
representations, warranties, promises, covenants, agreements or guaranties of any kind or
character whatsoever, whether express or implied, oral or written, (past, present, or
future) of, as to, concerning or with respect to environmental matters with reference to
the Property, including, but not limited to: (a) the value, nature, quality or condition of
the Property, including, without limitation, the water, soil and geology, (b) the
compliance of or by the Property, or its operation with any Environmental Requirements,
(c) any representations regarding compliance with any environmental protection,
pollution or land use, zoning or development of regional impact laws, rules, regulations,
orders or requirements, including the existence in or on the Property of Hazardous
Materials.
Purchaser further acknowledges and agrees that it is being given the opportunity
to inspect the Property, and all relevant documents and records of the Seller as they relate
to the Property, and other documents that may exist in the public records of the state,
county and/or city relating to the environmental condition of the Property as part of this
Agreement and that Purchaser is not relying solely upon any documents or
representations made by or on behalf of Seller, but that Purchaser is responsible to
conduct its own investigation of the Property.
Purchaser further acknowledges and agrees that any information provided or to
be provided with respect to the Property was obtained from a variety of sources and that
Seller has not made any independent investigation or verification of such information and
makes no representations as to the accuracy or completeness of such information. Seller
is not liable or bound in any matter by any verbal or written statements, representations or
information pertaining to the Property, or the operation thereof, furnished by any agent,
employee, servant or other person.
5. INSPECTIONS
A. Inspection Period.
Purchaser, its employees, agents, consultants and contractors shall have a period
of thirty (30) days from the Effective Date ("Inspection Period") in which to undertake at
Purchaser's expense, such physical inspections and other investigations of and concerning
the Property including surveys, soil borings, percolation, engineering studies,
environmental tests and studies and other tests as Purchaser considers necessary for
Purchaser and his consultants to review and evaluate the physical characteristics of the
Property and to perform certain work or inspections in connection with such evaluation
("Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to
each test performed. For the purpose of conducting the Inspection, Seller hereby grants
to Purchaser and its consultants and agents or assigns, right of entry upon the Property
during the Inspection Period. The right of access herein granted shall be exercised and
used by Purchaser, its employees, agents, representatives and contractors in such a
manner as not to cause any damage or destruction of any nature whatsoever to, or
interruption or interference with the right of Seller or others to use, the Property.
B. Inspection Indemnity, Insurance and Releases.
Notwithstanding anything contained in this Agreement to the contrary, as
consideration for the Seller granting a right of entry for the Inspection, the Purchaser
hereby specifically agrees to: (i) immediately pay or cause to be removed any liens or
encumbrances filed against the Property as a result of any actions taken by or on behalf
of Purchaser in connection with the Inspection; (ii) immediately repair and restore the
Property to its condition existing immediately prior to the Inspection Period; and (iii)
indemnify, defend and hold harmless Seller, its employees, officials, officers and agents,
from and against all claims, damages or losses incurred to the Property, or anyone on the
Property as a result of the actions taken by the Purchaser, any of its employees, agents,
representatives or contractors, or anyone directly or indirectly employed by any of them
or anyone for whose acts they may be liable, with respect to the Inspection, regardless of
whether or not such claim, demand, cause of action, damage, liability, loss or expense is
caused in part by Seller, its employees, officers and agents, provided, however,
Purchaser shall not be liable for the gross negligence or intentional misconduct of Seller,
its employees, officers and agents. Nothing herein shall be deemed to abridge the rights,
if any, of the Seller to seek contribution where appropriate.
The provisions of this indemnity and hold harmless shall survive the Closing or
the termination of this Agreement.
Prior to Purchaser entering upon the Property for purposes of commencement of
the Inspection, Purchaser shall furnish to Seller the policy or policies of insurance or
certificates of insurance in such a form and in such reasonable amounts approved by the
City of Miami's Risk Management Administrator protecting the City, during the course
of such testing, against all claims for personal injury and property damage arising out of
or related to the activities undertaken by the Purchaser, its agents, employees,
consultants and contractors, or anyone directly or indirectly employed by any of them or
anyone for whose acts they may be liable, upon the Property or in connection with the
Inspection.
Purchaser hereby voluntarily, intentionally and knowingly waives any and all
claims against the Seller for personal injury or property damage sustained by the
Purchaser, its employees, agents, contractors, or consultants arising out of or related to
the activities undertaken by the Purchaser, its agents, employees, consultants and
contractors upon the Property or in connection with the Inspection and releases the Seller
from any claims in connection therewith.
6. TERMINATION
A. Remedies/Right of Termination.
If Purchaser discovers, during the Investigation Period, 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, prior to the end of the
Inspection Period, Purchaser shall notify Seller in writing and deliver to Seller copies of
all written reports concerning such Hazardous Materials ("Environmental Notice"). The
Purchaser and Seller shall have seven (7) business days from the date the Seller receives
the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the
event the Purchaser and Seller are unable to reach agreement with respect thereto within
the seven (7) business day period provided herein, the parties shall have the option 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 Seller to
Purchaser or prepared by or on behalf of the Purchaser shall be delivered by Purchaser to
the Seller; 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) Purchaser shall be
refunded the Deposit and all interest earned.
B. Waiver and Release.
In the event that Purchaser does not elect to cancel this Agreement, Purchaser
acknowledges and agrees that to the maximum extent permitted by law, the sale of the
Property as provided for herein is made on an "AS IS" condition and basis with all faults.
Purchaser on behalf of itself and its successors and assigns thereafter waives, releases,
acquits, and forever discharges Seller, its heirs, and the successors and assigns of any of
the preceding, of and from any and all claims, actions, causes of action, demands, rights,
damages, costs, expenses or compensation whatsoever, direct or indirect, known or
unknown, foreseen or unforeseen, which. Purchaser or any of its successors or assigns
now has or which may arise in the future on account or in any way related to or in
connection with any past, present, or future physical characteristic or condition of the
Property including, without limitation, any Hazardous Materials in, at, on, under or
related to the Property, or any violation or potential violation or any Environmental
Requirement applicable thereto. In addition, Purchaser thereafter specifically waives all
current and future claims and causes of action against Seller arising under CERCLA,
RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or state law or
county regulation relating to Hazardous Materials in, on, or under the Property.
Notwithstanding anything to the contrary set forth herein, this release shall survive the
Closing or termination of this Agreement.
7. TITLE EVIDENCE
Purchaser, at its sole cost and expense, shall be responsible for obtaining all title
documents that Purchaser requires in order to ascertain the status of title. Purchaser
agrees to forward a copy of the aforementioned title documents to Seller immediately
upon Purchaser's receipt thereof.
Seller has no obligation to, but to the extent Seller has evidence of title, including
abstracts, prior title policies and title reports, Seller shall provide copies of same to
Purchaser, within five (5) calendar days of the Effective Date, to assist in Purchaser's title
examination and obtaining title insurance,
Purchaser shall have a period of thirty (30) days from the Effective Date to examine title
and notify Seller, in writing, of any condition which renders the title unmarketable.
Seller shall have no obligation to cure title defects, it being understood and agreed that
the Property is being sold in "AS IS" condition. In the event that title examination
reveals a condition that renders title unmarketable, Purchaser may: (i) elect to accept such
title that Seller may be able to convey; or (ii) terminate this Agreement. Purchaser shall
have no other recourse in this regard. This Property is being sold in "AS IS" condition as
to title, without any representations and/or warranties made by Seller.
8. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE
A. Purchaser is purchasing the Property in an "AS IS" condition and
specifically and expressly without any warranties, representations or guaranties, either
express or implied, of any kind, nature or type whatsoever from or on behalf of Seller.
Without in any way limiting the generality of the immediately preceding, and in addition
to the specific disclaimers set forth in this Agreement with respect to Environmental
Matters, Purchaser and Seller further acknowledge and agree that in entering into this
Agreement and purchasing the Property:
(1) Purchaser hereby acknowledges that Seller has not made, will
not and does not make any warranties or representations, whether express or
implied, with respect to the Property, its condition, the value, profitability, or
marketability thereof;
(2) Purchaser acknowledges that with respect to the Property, Seller
has not and will not make any warranties, whether express or implied, of
merchantability, habitability or fitness for a particular use or suitability of the
Property for any and all activities and uses which Purchaser may conduct
thereon;
(3) Purchaser acknowledges that Seller has not made, will not and
does not make any representations, whether express or implied, with respect to
compliance with any land use matter, developer impact fees or assessments,
zoning or development of regional impact laws, rules, regulations, orders or
requirement.
(4) Purchaser acknowledges that Purchaser has made and/or shall be
given an adequate opportunity to make such legal, factual and other inquiries and
investigations as Purchaser deems necessary, desirable or appropriate with
respect to the Property, the value or marketability thereof and of the
appurtenances thereto. Such inquiries and investigations of Purchaser shall be
deemed to include, but shall not be limited to, the condition of all portions of the
Property and such state of facts as an accurate abstract of title would show;
(5) Purchaser acknowledges that Purchaser has not relied, and is not
relying, upon any information, document, projection, proforma, statement,
representation, guaranty or warranty (whether express or implied, or oral or
written or material or immaterial) that may have been given by or made by or on
behalf of Seller.
(6) Purchaser acknowledges that Seller has not made, will not make
and does not make any warranties or representations, whether express or implied,
as to any personalty on the Property, and specifically disclaims the warranty of
merchantability. Personal property, if any, is conveyed "AS IS and "with all
faults."
B. The provisions of this Section shall survive the closing.
RESTRICTIONS. EASEMENTS AND LIMITATIONS
The Purchaser agrees that it shall take title subject, but not limited to, the following
restrictive covenants that shall run with the land: (1) The Purchaser shall forever comply
with any and all planning and/or zoning regulations, and any other restrictions,
prohibitions, or requirements imposed by any applicable governmental authorities,
including the Seller; (2) Purchaser shall comply, and the deed shall be subject to,
restrictions and matters appearing on the public records, including, but not limited to,
deed restrictions and reversionary interests, all recorded (and unrecorded) easements and
any matters that would be disclosed on a survey of the property or inquiry with the City
of Miami; and (3) Purchaser shall not place on any portion of the Property, any billboard,
LED sign or other large outdoor advertising sign that will be in the public view.
These restrictions shall be covenants running with the land that will appear in the deed to
the Property and will survive the closing of the purchase and sale, as well as any
conveyance, assignment, bequest or transfer with respect to this Property, to the
Purchaser's heirs, representatives, agents, or assigns. If any provision, restriction, and/or
covenant contained herein is violated by Purchaser or Purchaser's assigns, title and any
other property interest conveyed herein shall revert and return to the Seller.
The Seller shall convey title to the Property by Quit Claim Deed, subject to certain deed
restrictions pertaining to the use of this Property imposed in accordance with this section,
section 10, and any applicable requirements of the City Charter and Code, the City
Commission, and any further restrictions contained herein.
10. COVENANT TO PAY FOR MUNICIPAL SERVICES
The Purchaser agrees that concurrently with the conveyance of the Property, at Closing,
the Purchaser shall furnish a covenant that will run with the land and shall be binding on
the Purchaser, its successors, heirs and assignees, in favor of the Seller and enforceable
by Seller, to be recorded in the public records of Miami -Dade County. 'This covenant
shall provide that if the Property, or any portion thereof, is purchased by an "exempt
entity" or is utilized for exempt purposes, as such term is defined under Chapter 196
Florida Statutes, that so long as the City of Miami provides municipal services to the
Property that the owner shall pay to the City of Miami an annual payment, which shall
never be less than, the amount of taxes that the City of Miami would be entitled to
receive from the Property based on the fair market value of the Property.
11. CLOSING DATE
Closing shall take place within twenty (25) days after the expiration date of the
Inspection Period, at a mutually agreeable time (the "Closing") at the City of Miami,
Department of Real Estate & Asset Management located at 444 SW 2 Avenue, Suite 325,
Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date
for Closing
12. CLOSING DOCUMENTS
A) At Closing, Seller shall execute and/or deliver to Purchaser the following:
(1) Quitclaim Deed subject to conditions, restrictions, easements and
limitations of record;
(2) A Closing Statement;
(3) A Non -Foreign Affidavit;
(4) Such documents as are necessary to fully authorize the sale of the
Property by Seller and the execution of all closing documents; and
(5) Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby.
B) Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
(1)
Closing Statement;
(2)
Municipal Services Payment Covenant;
(3)
Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser and the execution of all closing documents;
(4)
Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby; and
(5)
Payment to Seller for the balance of the Purchase Price as provided for in
Section 2 hereof.
13. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by or
between Seller and Purchaser as follows:
A. Adjustments
and Prorations
1)
Real Estate Taxes: The Seller warrants that as of the date of this
Agreement the Property is exempt from taxes. No representation
whatsoever is made as to taxes assessed on the property after closing.
2)
Certified/Pending Liens: Certified, confirmed and ratified governmental
liens as of the Closing Date shall be paid by Purchaser. Pending liens as
of the Closing Date shall be assumed by Purchaser.
3)
Other Taxes, Expenses, Interest, Etc: Other fees, assessments, water and
sewer charges, waste fee and fire protection/life safety, utility connection
charges, if applicable, shall be prorated, and paid by Purchaser.
4) Usual and Customary: Such other items that are usually and customarily
pro -rated between purchasers and sellers of properties in the area where
the Property is located shall be prorated at closing. All pro -rations shall
utilize the 365 -day method, and paid by Purchaser.
B. Closing Costs
(1) Each party shall be responsible for its own attorney's fees incurred in
connection with the Closing.
(2) Purchaser 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) Documentary stamps and surtax on the deed;
(iii) . All recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
(iv) All amounts necessary to provide Seller with a certified copy of
the recorded deed.
14. DEFAULT
A) If this transaction does not close as a result of default by Seller, Purchaser as and
for its sole and exclusive remedies shall be entitled to: (i) elect to terminate this
Agreement and receive the return of the Deposit and all interest thereon; or (ii)
elect to waive any such conditions or defaults and to consummate the
transactions contemplated by this Agreement in the same manner as if there had
been no conditions or defaults and without any reduction in the Purchase Price
and without any further claim against Seller.
However, notwithstanding anything contained herein to the contrary, in no event
shall Seller be liable to Purchaser for any actual, punitive, incidental, speculative
or consequential damages, costs or fees of any nature whatsoever. The limitation
on Seller's liability set forth herein shall survive Closing.
B) If this transaction does not close as a result of default by Purchaser, Seller, as and
for its sole and exclusive remedy, shall retain the Deposit and all interest earned
thereon, as liquidated damages and not as a penalty for forfeiture, actual damages
being difficult or impossible to measure.
C) Neither party shall be entitled to exercise any remedy for a default by the other
party, except failure to timely close, until (i) such party has delivered to the other
notice of the default and (ii) a period of ten calendar (10) days from and after
delivery of such notice has expired with the other party having failed to cure the
default or diligently pursued remedy of the default.
15. RISK OF LOSS
The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty,
or acts of God, as of the Effective Date..
16. RELEASE AND INDEMNIFICATION
Purchaser and anyone claiming by, through or under Purchaser hereby fully and
irrevocably release Seller, its employees, officers, directors, representatives, agents,
successors and assigns (collectively the Seller) from any and all claims that it may now
have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense,
demand, action or cause of action arising from or related to any defects, errors, omissions
or other conditions, including, but not limited to, environmental matters, title to the
Property, condition of the Property, personal injury, wrongful death, or property damage
arising from use or occupancy of the Property, failure to comply with any laws, rules or
regulations involving sale or use of the Property, or any other matter affecting the
Property, or any portion thereof. This release and indemnification shall survive closing,
cancellation or lapse of this Agreement.
17. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller, and between Purchaser and any governmental authorities having jurisdiction over
environmental matters, is to be an important component of the Purchaser's
Environmental Inspection period and title examination. Accordingly, to facilitate such
communication, the Purchaser and Seller have appointed the following persons on their
respective behalves to be their environmental and title representatives, to wit:
On behalf of Seller; On behalf of Purchaser;
Daniel Rotenberg, Director
Department of Real Estate & Asset Management
City of Miami
444 SW 2 Avenue, 3r1 Floor
Miami, FL 33130
Telephone No.: (305) 416-1450
Fax (305) 416-2156
18. NOTICES
All notices or other communications, which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service
or by certified mail addressed to Seller and Purchaser at the address indicated herein.
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. Other communications which may be given pursuant to this Agreement shall be
in writing and shall be deemed given upon hand delivery or five (5) business days after
depositing the same with the U.S. Postal Service to the addresses indicated below:
Seller:
Purchaser
Daniel J. Alfonso, City Manager
City of Miami
444 SW 2 Avenue, 100' Floor
Miami, FL 33130
Copies To: Copy To:
Daniel Rotenberg, Director
Department of Real Estate & Asset Management _
City of Miami
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Victoria Mendez, City Attorney
Office of the City Attorney
City of Miami
444 SW 2 Avenue, Suite 945
Miami, FL 33130
19, CAPTIONS AND HEADINGS
The Section headings or captions appearing in this Agreement are for convenience only,
are not part of this Agreement, and are not to be considered in interpreting this
Agreement.
20. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and their
successors in interest.
21. GOVERNING LAW
This Agreement shall be governed according to the laws of the State of Florida and venue
shall be in Miami -Dade County, Florida.
22. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same Agreement.
23. WAIVERS
No waiver by either party of any failure or refusal to comply with its obligations shall be
deemed a waiver of any other or subsequent failure or refusal to comply. All remedies,
rights, undertaking, obligations and agreement contained herein shall be cumulative and
not mutually exclusive.
24, SURVIVAL OF REPRESENTATIONS/WARRANTIES
All relevant terms of this Agreement, where appropriate, shall survive the Closing and be
enforceable by the respective parties until such time as extinguished by law.
25. PARTIAL INVALIDITY
In the event that any provision of this Agreement shall be unenforceable in whole or in
part, such provision shall be limited to the extent necessary to render same valid, or shall
be excised from this Agreement, as circumstances require, and this Agreement shall be
construed as if said provision had been incorporated herein as so limited, or as if said
provision had not been included herein, as the case may be.
26. WAIVER OF TRIAL BY JURY; ATTORNEY'S FEES
The parties hereby knowingly, voluntarily and intentionally waive any right they may
have to a trial by jury and/or to file permissive counterclaims and/or to claim attorney
fees from the other parties 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 oral or written) or actions of any party hereto. This provision is a material
inducement for Purchaser and Seller entering into this Agreement.
27. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties. There are no
promises, agreements, undertakings, warranties or representations, oral or written,
express or implied, between the parties other than as herein set forth. No amendment or
modification of this Agreement shall be valid unless the same is in writing and signed by
the City Manager on behalf of the Seller and the Purchaser.
28. TIME OF THE ESSENCE
Time is of the essence of this Agreement and in the performance of all conditions and
covenants to be performed or satisfied by either party hereto. Whenever a date specified
herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the
immediately following business day.
29. CONFLICT OF INTEREST
If any individual member, or an employee, or an immediate family member of the
Purchaser is also a member of any board, commission, or agency of the City, that
individual is subject to the conflict of interest provisions of the City Code, Section 2-611.
The Code states that no City officer, official, employee or board, commission or agency
member, or a spouse, son, daughter, parent, brother or sister of such person, shall enter
into any contract, transact any business with the City, or appear in representation of a
third party before the City Commission. This prohibition may be waived in certain
instances by the affirmative vote of 4/5 of the City Commission, after a public hearing,
but is otherwise strictly enforced and remains effective for two years subsequent to a
person's departure from City employment or board, commission or agency membership.
A letter indicating a conflict of interest for each individual to whom it applies must
accompany the submission of this Purchase and Sale Agreement. The letter must contain
the name of the individual who has the conflict; the relative(s), office, type of
employment or other situation which may create the conflict; the board on which the
individual is or has served; and the dates of service.
30. NO DISCRIMINATION
The Purchaser shall not lawfully discriminate in its performance of this Agreement or use
of the Property.
31. AUTHORITY OF CITY MANAGER
The Resolution of the City Commission of the Seller shall, in addition to approving the
purchase contemplated under this Agreement, empower the City Manager of the Seller to
modify this Agreement in the event a modification to this .Agreement becomes necessary
or desirable.
[Signatures on Following Pages]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the day and year first above written.
Signed, sealed and delivered in the presence of:
"SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
in
Daniel J. Alfonso, City Manager
Date:
ATTEST:
Todd B. Hannon
City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Victoria Mendez
City Attorney
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, by Daniel J. Alfonso, as City Manager for the City of Miami, a
municipal corporation of the State of Florida, who is [ ] personally known to me or [ ]
who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.: _
My Commission Expires:
"PURCHASER"
Executed
By:
(Print Name) _
Date:
Witness
Print Name
Witness
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
, by who is [ ] personally
known to me or [ ] who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
ITB CHECKLIST
ITB No.: 15-16-007
BIDDER NAME:
BID SUBMISSION REQUIREMENTS:
Submitted with Bid
COMPLETED ITB REGISTRATION FORM
Yes
No
COMPLETED ITB SUBMISSION FORM
Q
Yes
0
No
NOTARIZED CERTIFICATE OF AUTHORITY
d
Yes
Q
No
BIDDER'S DISCLAIMER/ DISCLOSURE
Yes
Q
No
THRESHOLD REQUIREMENTS MET
Yes
Q
No
ORIGINAL & 15 COPIES OF BID
Yes
Q
No
MAI
APPENDIX
In order to register for Invitation to Bid (ITB) No. 15-16-007 for the purchase of City -owned
Surplus property, please complete the following registration form and submit a check in the
amount of $150.00 made payable to the City of Miami in person or by mail to the following
address:
Jacqueline Lorenzo
Property Management Specialist
Department of Real Estate and Asset Management
City of Miami
444 SW 2nd Avenue
3rd Floor
Miami, Florida 33130
Failure to submit the registration deposit will disqualify you and/or the Proposing Entity
from bidding on this ITB and from receiving any Addenda to this ITB.
Registration Form
Name:
Proposing Entity's Legal Name:
Physical Street Address:
City/Zip Code:
Telephone Numbers: (Work)
Facsimile:
E-mail Address:
23
EXHIBIT "W
INVITATION TO BID SUBMISSION FORM
TO: Office of the City Clerk
Attention: Department of Real Estate and Asset Management
City of Miami, Florida
The undersigned hereby makes a bid for the purchase of the City Property located at 551 NW 71
Street, Miami, Florida
BID AMOUNT: $ _(in figures).
(in words).
Bids below eight hundred and eighty thousand ($880,000) will be automatically rejected.
In the event that there is a discrepancy between the price written in words and the price written in
figures, the price written in words shall govern.
1.The undersigned understands that the City reserves the right to reject any and all bids at any
time, for any reason, prior to the execution of an Purchase and Sale Agreement ("Agreement").
Bidder's Initials.
2.The undersigned understands that this bid is a firm offer and that upon notice from the City
Manager that he will recommend the bid to the City Commission, which notice shall be mailed
to the undersigned at the address stated below, the undersigned will, within fifteen (15) days after
receipt of such notice or such reasonable time thereafter as determined in the City Manager's
sole discretion, execute the Agreement.
Bidder's Initials.
3.The undersigned understands that all Bid Deposits, except those of the three (3) highest respon-
sible and responsive bidders will be returned within approximately ten (10) business days after the
opening of the bids, and that the Bid Deposits of the three (3) highest responsible and responsive
bidders, except that of the bidder whose bid is accepted by the City Manager, will be returned
within approximately ten (10) business days from that date of execution of the Agreement by the
Purchaser and the City The Purchaser understands that the Bid Deposit will be retained by the
City and credited towards the purchase price.
Bidder's Initials.
E
EXHIBIT 4
_NVITATION TO BID SUBMISSION FORM
4.The undersigned understands that if this bid is accepted and the bidder enters into an Agree-
ment with the City, the Purchaser must, within five (5) days of the date the parties execute the
Agreement, deposit with the Escrow Agent a sum which when added to the Bid Deposit will repre-
sent ten (10) percent of the Purchase Price which sum will be retained in escrow and will be part
of the Purchase Price.
Bidder's Initials.
5.The undersigned understands that if this bid is accepted, all costs incurred by the City in the
sale of the Property, including the City's cost of conducting this process, advertising costs, land
survey, Phase I Environmental Assessment Report and Appraisals shall be paid by the Purchaser at
Closing. The Purchaser will not be responsible for the cost of recording any corrective instrument
which may be required to convey clear title or for the cost of any certified, confirmed and ratified
special assessment liens as of the date of the Agreement.
Bidder's Initials.
6.The undersigned represents that this bid is made in good faith without fraud or collusion, and
that the undersigned has not entered into any agreement with any other bidder or prospective
bidder or with any other person, firm or corporation relating to the purchase price stated in this
bid or in any other bid, nor any agreement or arrangement under which any person, firm or
corporation is to refrain from bidding, nor any agreement or arrangement for any act or omission
in restraint of free competition among bidders. The undersigned agrees to hold harmless, de-
fend and indemnify the City for any noncompliance by the undersigned with the aforementioned
representations or with the antitrust laws of the United States and of the State of Florida.
Bidder's Initials.
7.The undersigned understands that the City Commission must expressly authorize the City Man-
ager to execute the Agreement for purposes of consummating the transaction. No bid shall be
deemed binding until such time as the Agreement is fully executed by the parties.
Bidder's Initials.
$.The undersigned understands that at closing, the Purchaser shall be required to execute a cove-
nant which will run with the land ("Municipal Service Fee Covenant") and shall be binding on the
Purchaser, its successors, heirs and assignees. The covenant shall provide that if the Property, or
any portion thereof, is purchased by an "exempt entity" or is utilized for exempt purposes, as such
term are defined under Chapter 196 Florida Statutes, that so long as the City provides municipal
services to the Property that the owner shall pay to the City an annual payment, which shall never
be less than, the amount of taxes that the City would be entitled to receive from the Property
based on the fair market value of the Property which shall run with the land.
Bidder's Initials.
15
Signature of Bidder
6 Y
INDIVIDUAL
Address
Print Name of Bidder E-mail address
Telephone number Date
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of
2015 by (name of person acknowledging) who is personally
known to me or who has produced (type of identification) as
identification and who did (did not) take an oath.
Signature of Notary Public
Print Name
Commission No.
W1
7T 1. ,: T... l 1 r.
Signature of Bidder Address
Authorized General Partner
Print Name of Bidder E-mail address
Telephone number Date
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of _ ,
2015 by (name of person acknowledging), on behalf of
(name of partnership), a partnership. He/she is personally known
to me or who has produced (type of identification) as identifi-
cation and who did (did not) take an oath.
Signature of Notary Public
Print Name
Commission No.
MEMBERS OF PARTNERSHIP MUST ATTACH (1) COPY OF PARTNERSHIP AGREEMENT(S) AND
AMENDMENTS THERETO, IF ANY, (2) LIST OF NAMES AND ADDRESSES OF ALL PARTNERS
SPECIFYING WHETHER EACH IS A GENERAL OR LIMITED PARTNER, (S) PROOF OF AUTHOR-
ITY OF THE PARTY EXECUTING THIS BID ON BEHALF OF THE PARTNERSHIP, AND (4) AFFIDA-
VIT THAT THE INFORMATION LISTED IS CURRENT, TRUE AND CORRECT
17
Corporation is incorporated in the State of
President _
Vice President
Secretary
Treasurer
Place of business is in
Signature of President, Address
Vice President or CEO
Print Name and Title
Telephone number
(Corporate Seal)
ATTEST:
Secretary
Print Name
STATE OF FLORIDA
COUNTY OF
E-mail address
Date
The foregoing instrument was acknowledged before me this day of ,
2015 by (name of officer or agent, title of officer or
agent) of (name of corporation acknowledging), a
(state or place of incorporation) corporation, on behalf of the corpo-
ration. He/she is personally known to me or has produced
(type of identification) as identification and who did (did not) take an oath.
Signature of Notary Public
Print Name
Commission No.
ATTACH COPY OF (1) CORPORATE CHARTER, (2) CURRENT CERTIFICATE OF CORPORATE
GOOD STANDING, (3) PROOF OF REGISTRATION WITH FLORIDA SECRETARY OF STATE, (4)
CERTIFICATE EVIDENCING COMPLIANCE WITH THE FLORIDA FICTITIOUS NAME STATUTE,
IF APPLICABLE, (5) COMPLETE LIST OF OFFICERS AND DIRECTORS, AND (6) DULY SIGNED
AND DATED CORPORATE RESOLUTION GIVING SPECIFIC AUTHORITY TO SUBMIT THIS BID
AND DESIGNATING THE AUTHORIZED SIGNATORY OR SIGNATORIES.
0
Incorporated in State of
Managing Member
Managing Member
Managing Member
Place of business is in
Signature of
Managing Member
Print Name and Title
Telephone number
ATTEST:
Secretary
Print Name
STATE OF FLORIDA
COUNTY OF
Address
E-mail address
Date
The foregoing instrument was acknowledged before me this day of ,
2015 by (name of managing member or agent, title of manag-
ing member or agent) of
acknowledging), a
Company, on behalf of the Limited
produced
(did not) take an oath.
Signature of Notary Public
Print Name
Commission No.
(name of Limited Liability Company
(state or place of incorporation) Limited Liability
Liability Company. He/she is personally known to me or has
(type of identification) as identification and who did
ATTACH COPY OF (1) ARTICLES OF ORGANIZATION, (2) OPERATING AGREEMENT, (3)
CURRENT CERTIFICATE OF GOOD STANDING, (3) PROOF OF REGISTRATION WITH FLORI-
DA SECRETARY OF STATE, (4) CERTIFICATE EVIDENCING COMPLIANCE WITH THE FLORIDA
FICTITIOUS NAME STATUTE, IF APPLICABLE, (5) COMPLETE LIST OF MEMBERS, AND ('6) DULY
SIGNED AND DATED RESOLUTION GIVING SPECIFIC AUTHORITY TO SUBMIT THIS BID AND
DESIGNATING THE AUTHORIZED SIGNATORY OR SIGNATORIES.
IN
EXHIBIT "B"
Any bid deemed to be not responsible or non-responsive will be rejected, A responsible Bidder is one that
has the capability in all respects to fully perform the requirements set forth in the bid and the proposed Pur-
chase and Sale Agreement ("Agreement"), and that has the integrity and reliability which will assure good
faith performance. A responsive Bidder is one that has submitted a proposal that conforms in all material
respects to the Invitation for bids ("ITB"). Thus, for example, a bid that has not included the required sub-
mission documents may be rejected.
The City of Miami ("City") reserves the right to accept any proposals deemed to be in the best interest of the
City, to waive any irregularities in any proposals, or to reject any or all proposals and to re -advertise for new
proposals, in accordance with the applicable sections of the City Charter and Code. In its sole discretion,
the City Manager or City Commission may withdraw the ITB either before or after receiving proposals, may
accept or reject proposals, and may accept proposals which deviate from the ITB as it deems appropriate
and in its best interest. In its sole discretion, the City may determine the qualifications and acceptability of
any party or parties submitting proposals in response to this ITB.
Pursuant to City Charter Section 29-A, the City Manager and City Commission each individually reserve the
right to reject all proposals and further, to terminate the ITB process and/or contract after a public hearing
in the event of any substantial increase in the City's commitment of funds, Area, or services, or in the event
of any material alteration of any contract awarded.
This ITB is being furnished to the recipient by the City for the recipient's convenience. Any action taken by
the City in response to proposals made pursuant to this ITB or in making any awards or failure or refusal to
make any award pursuant to such proposals, or in any cancellation of awards, or in any withdrawal or can-
cellation of this ITB, either before or after issuance of an award, shall be without any liability of obligation
on the part of the City and its advisors.
Following submission of a bid, the Bidder agrees to deliver further details, information and assurances,
including financial and disclosure data, relating to the bid and the Bidder, including the Bidder's affiliates,
officers, directors, shareholders, partners and employees as requested by the City in its discretion.
Any reliance on these contents, or on any communications with City officials or advisors, shall be at the
recipients' own risk. Prospective Bidders should rely exclusively on their own investigations, interpretations
and analyses in connection with this matter. The ITB is being provided by the City and its advisors without
any warranty or representation express or implied, as to its content, its accuracy or completeness. No war-
ranty or representation is made by the City or its advisors that any proposals conforming to these require-
ments will be selected for consideration, negotiation or approval.
21
The information contained in this ITB is published solely for the purpose of inviting prospective Bidders to
consider the development opportunity described herein. Prospective Bidders should make their own inves-
tigations, projections, and conclusions without reliance upon the material contained herein.
The City and its advisors shall have no obligation or liability with respect to this ITB and the selection and
award process or whether any award will be made. Any recipient of this ITB who responds hereto fully ac-
knowledges all the provisions of this disclosure and disclaimer and is totally relying on said disclosure and
disclaimer and agrees to be bound by the terms hereof. Any proposals submitted to the City or its advisors
pursuant to this ITB are submitted at the sole risk and responsibility of the party submitting such proposal.
The offering is made subject to correction of errors, omissions, or withdrawal from the market without notice.
Information is for guidance only and does not constitute all or any part of an agreement. Furthermore, until
such time as an agreement is executed by the City, the selected Bidder shall not have any vested rights, nor
title or interest in the subject Property or in the development proposed thereon.
The City and the selected Bidder will be bound only if and when a bid, as same may be modified, and the
applicable definitive agreements pertaining thereto, are approved by the City Commission and then only
pursuant to the terms of the definitive agreements executed among the parties. A response to this ITB, or all
responses, may be accepted or rejected by the City for any reason, or for no reason, without any resultant
liability to the City or its advisors.
The City is governed by the State of Florida Sunshine Law and all bids and supporting data shall be subject to
disclosure as required by such law. All bids shall be submitted in sealed bid form and shall remain confiden-
tial to the extent permitted by Florida Statutes, until the date and time selected for opening the responses.
In the event of any differences in language between this disclosure and disclaimer and the balance of the
ITB, it is understood that the provisions of this disclosure and disclaimer shall always govern. Further, any
dispute among the City and the Bidder shall be decided by binding arbitration in Miami -Dade County, Flor-
ida, before arbitrators sanctioned by and in accordance with the rules of the American Arbitration Associa-
tion.
Accepted by:
Signature Printed Name/ Title
Company Name Date
22
Ty DILT",MIL O(—)FEt �Q J41,'VIE' YCl 'QU
BID ITEM't -fbrthe sale of a City -owned property loccited at 5,51 NW 71 Street, known as the Nu -
Way property
BI'll N U.NME R: I'll"B No. 1546-007
DATE 1111) OPENEM. J'atioary 26, 2016 TIME, 2:00 peat s
AW LIAll
W _0 I ml
'ers(I ROO King'Sid(s)
Ow
.... . .....
............
z
Received (1) bid(s) ()a
P %'/VR 1) BY:
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