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94-21397 RESO Incomplete RESOLUTION NO. 94-21397 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MA YOR AND CITY CLERK TO EXECUTE AN AGREEMENT FOR PURCHASE AND SALE BETWEEN THE CITY AND FLORIDA POWER & LIGHT COMPANY, A FLORIDA CORPORATION, FOR PURCHASE OF THE FPL SITE LOCATED AT 1920 WEST A VENUE AND 1923 BAY ROAD, MIAMI BEACH, FLORIDA, LEGALLY DESCRIBED AS LOTS 1 THROUGH 10, BLOCK 13-A OF ISLAND VIEW ADDITION, AS RECORDED IN PLAT BOOK 9, PAGE 144, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA; SAID PURCHASE IN THE AMOUNT OF ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000). WHEREAS, the Miami Beach community has expressed a need for a new, first-rate supermarket that would serve the reside!1ts and visitors to that area; and WHEREAS, in response to the community's needs, the Mayor and City Commission has deemed that a public purpose exists, and that the public interest would be served in the City's purchase and development of a site for a new supermarket in the City; and WHEREAS, pursuant to the direction of the Mayor and City Commission, the Administration has been looking into several possible sites which could be developed for a supermarket, and has entered into negotiation with Florida Power & Light Company (FPL) for purchase of an FPL-owned site located at 1920 West Avenue and 1923 Bay Road, Miami Beach, Florida, and legally described as Lots 1 through 10, Block 13-A oflsland View Addition, as recorded in Plat Book 9, Page 144, of the Public Records of Dade County, Florida; WHEREAS, pursuant to its discussions with FPL, the Administration and City Attorney's Office have negotiated the attached Purchase and Sale Agreement, wherein the City proposes to purchase, and FPL desires to sell, the aforementioned property for the sum of One Million Five Hundred Thousand Dollars ($1,500,000), such property to be used for the development ofa new supermarket to serve the needs of the Miami Beach community. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission herein approve, and the Mayor and City Clerk are hereby authorized to execute the attached Agreement for Purchase and Sale between the City of Miami Beach and Florida Power & Light Company, a Florida corporation, for purchase of the FPL site located at 1920 West Avenue and 1923 Bay Road, Miami Beach, Florida, legally described as Lots 1 through 10, Block 13-A oflsland View Addition, as Recorded in Plat Book 9, Page 144, of the Public Records of Dade County, Florida. PASSED and ADOPTED this 2nd day 0 ATTEST: VJ~ 2,~~ ~CLERK RJAlks (c:\wpdocslrjalfplpurch.res) B~" Date 2 DRAFT AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT made and entered into this day of , 1994, by and between CITY OF MIAMI BEACH, a municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139, ("Buyer"), and FLORIDA POWER & LIGHT COMPANY, a Florida corporation, whose mailing address is P. O. Box 14000, Juno Beach, Florida, 33408-0420, Attn: Property Tax Department, ("Seller"). NOW, THEREFORE, in consideration of the foregoing, the mutual covenants, representations, warranties and agreements contained herein, and for other g90d and valuable consideration, the adequacy and receipt of which are hereby acknowledged by the parties, it is agreed that Seller shall sell and Buyer shall buy the following real property upon the terms and conditions as follows: 1. DESCRIPTION Seller has fee simple title to that certain real property, together with the buildings and improvements located thereon, located in Dade County, Florida, which is identified and further described as: See Exhibit "A" attached hereto (the "Property"). 2. PURCHASE PRICE: DEPOSIT: CASH BALANCE 2.1 Purchase price The total purchase price for the Property (the "Purchase Price"), plus or minus prorations and subject to such adjustments as are hereinafter provided, shall be the sum of One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00). The Purchase Price shall be payable as follows: 2.1.1 2.1.2 Miami Beach Sale Deposit One Hundred Fifty Thousand Dollars and No Cents ($150,000.00) shall be paid by Buyer in u.s. funds, in cash or by locally drawn certified or cashier's check, representing ten percent (10%) of the Purchase Price shall be deposited by Buyer upon execution of this Agreement with , ("Escrow Agent") to be held in escrow, pending Closing in accordance with Paragraph 4 hereof (the "Deposit"). Escrow Agent agrees to hold the Deposit in accordance with the terms of this Agreement. cash Balance One Million Three Hundred Fifty Thousand Dollars and No Cents ($1,350,000.00), less adjustments, shall be payable at or AGENDA ITEM 9 Page 1 of 7 R-l:-M- L \ \ -"2 -q <.J DATE prior to the Closing (as defined in Paragraph 4 hereof) by Buyer in U. S. funds, 1n cash or by locally drawn certified or cashier's check, to Escrow Agent (the "Cash Balance"). 3. TIME FOR ACCEPTANCE If this Agreement is not executed by the Buyer and Seller in one or more counterparts on or before November 16, 1994, the aforesaid deposit(s) shall be, at the option of the Buyer, returned to Buyer and this Agreement shall not take effect and shall be null and void. The Effective Date of this Agreement shall be the date when the last one of the Seller and Buyer has signed this Agreement, which date shall be indicated in the signature page hereof (the "Effective Date"). 4 . CLOSING This transaction shall be closed and the deed and other closing instruments and possession shall be delivered to Buyer on or before December 29, 1994, unless extended by other provisions of this Agreement. The precise time and place of closing shall be mutually agreed upon. 5. EVIDENCE OF TITLE a. Within twenty (20) days from the Effective Date of this Agreement, Buyer, at Buyer's expense, may obtain an owner's title insurance commitment followed by a title insurance policy from a title insurance company licensed by the State of Florida. b. In the event title is not found, by Buyer's attorney, to be good, marketable and insurable, the title defects shall be specified in writing and delivered to Seller within ten (10) days after delivery of such owner's title insurance commitment, whereupon Seller shall have the option to elect to correct such title defects. c. If Seller elects not to correct or fails to correct the title defect, then Buyer shall exercise either of the following options: i) rescind this transaction and receive a return of the Deposit, in which event this Agreement shall be at an end and neither party shall have any other or further obligation against the other by reason of making this Agreement; or ii) elect to accept title to the Property in its existing condition. 6. NO REPRESENTATIONS AS TO QUANTITY. QUALITY. OR CONDITION OF PROPERTY By its execution hereof, the Buyer understands and agrees that Seller has made no representations or warranties as to the quantity, quality or condition of the Property described herein, the suitability of the zoning thereof, or the availability of permits relating thereto, and that Buyer is not relying upon any representation or inducement that may have been made by Seller or Seller's representatives, agents 10 Miami Beach Sale Page 2 of 7 or employees with respect to the quantity, quality or with respect to the present or future condition, environmental or otherwise, zoning or permitting of said Property. 7. AD VALOREM TAXES Buyer is a political subdivision of the state of Florida and is exempt from payment of ad valorem taxes. pursuant to section 196.295, Florida Statutes, Seller shall place into escrow with the Dade County Tax Collector, an amount equal to the current taxes prorated to the day of closing based upon the current assessment. 8 . EXPENSES Florida documentary stamps on the deed, Dade County surtax, the cost of recording the deed, and the cost of an owner's title insurance commitment and title insurance policy, if desired, shall be paid by Buyer. The cost of recording any corrective instruments shall be paid by Seller. 9. DOCUMENTS FOR CLOSING At closing, Seller shall deliver to Buyer a special warranty deed in proper form for recording in the form of Exhibit "B" attached hereto. Seller shall deliver, at closing, the affidavit in the form attached hereto as Exhibit "C". 10. NATURE OF TRANSACTION Buyer and Seller agree that the transaction contemplated herein is one "in gross" and not "per acre" or "per square foot," and any deficiency or surplus which may be determined to exist in regard to the quantity of the property described herein shall not affect the Purchase Price set forth in this Agreement. 11. SELLER'S MORTGAGE AND DEED OF TRUST Buyer understands that the Property may be encumbered by the lien of Seller's 1944 Trust Indenture, as supplemented, and that Seller will obtain a release of the Property from such encumbrance, if applicable, on or before the closing date. Failure to do so shall entitle Buyer to rescind this transaction and receive the return of its Deposit, in which event this Agreement shall be at an end, and neither party shall have any further obligation against the other by reason of making this Agreement. 12. EFFECTIVE DATE The effective date of this Agreement, for purposes of performance, shall be the date upon which the latter of the Buyer or Seller has executed this Agreement, which date shall be indicated on the signature page hereof (the "Effective Date"). 13. PROPERTY INSPECTION Buyer, its agents or employees, shall have the right to enter upon the Property to perform surveys and inspections, including a non-invasive Phase I environmental assessment Miami Beach Sale Page 3 of 7 11 provided, however, prior to such entry Buyer shall have provided to Seller evidence of public liability insurance satisfactory to Seller covering accidents or injuries which may occur on the Property. Buyer agrees to leave said Property in the state approximating its present condition, to indemnify and hold Seller harmless from any and all damages to said Property, and to indemnify and hold Seller harmless from and against any and all claims, losses, damages, injuries (including death, liabilities and costs), including attorneys' fees resulting from or arising out of or in connection with Buyer's exercise of its rights under this paragraph. Buyer shall complete all studies and testing within forty-five (45) days of the Effective Date. If the results of a Phase I environmental assessment recommend further environmental testing, Buyer and Seller shall negotiate an addendum to the Agreement covering the scope and terms of the additional testing. In the event an addendum satisfactory to both parties is not exe9uted within fifteen (15) days of notice of the recommendations for additional environmental testing, this Agreement shall automatically terminate. If, in Buyer'S sole discretion, the Property is unsuited for the intended land use, the Buyer shall have the right to terminate this Agreement within the forty-five (45) day period for inspection, or within any extended period for inspection and testing agreed upon in writing by the parties, and the parties shall have no further obligation to each other except as to the Buyer'S obligation to indemnify and hold Seller harmless and to leave the Property in the state approximating its present condition. 14. BRODRAGB Seller and Buyer represent to each other that neither they nor anyone on their behalf has dealt with or consulted with any real estate broker or agent in connection with this matter, and that no commission or finder's fee will be payable as a result of the execution of this Agreement or the consummation of the transaction contemplated hereby. In the event a real estate broker or agent claims to have dealt with one of the parties contrary to the foregoing representation, the party the broker or agent claims to have dealt or consulted with agrees to indemnify and hold the other party harmless against any such claims or demands, including reasonable attorneys' fees and costs incurred by such other party. 15 . StJRVBY Buyer within thirty (30) days of the Effective Date of this Agreement shall be entitled to have the Property surveyed (the "survey"), at its sole cost and expense. In the event the survey shows any encroachments on the Property or lack of ingress and egress, then written notice of such defect shall be given to Seller by Buyer within ten (10) days after delivery of such Survey, and said defect shall be governed in the same manner as objections to the condition of title are dealt with in Paragraph 5 herein. 16. APPROVALS a. The Buyer understands and agrees that, while this .'" 12 Hiaai Beach Sale Page 4 of 7 Agreement bears the execution of Seller, final approval of the transaction contemplated herein rests with Seller's Executive Management and/or Board of Directors, and such final approval cannot be obtained until, on/or about November 15, 1994. Buyer further understands and agrees that upon notification by Seller that this Agreement has not been approved by Seller's Executive Management and/or Board of Directors (which notification, if required, Seller agrees to forward via regular united States mail to Buyer not later than November 22, 1994), this Agreement shall be deemed immediately cancelled and of no further force and effect and without Seller's being obligated for any loss or damage to Buyer whatsoever. without lim~ting the generality of the foregoing, Buyer expressly understands and agrees that this Agreement may be disapproved by Executive Management and cancelled as provided above without this Agreement being submitted to Seller's Board of Directors. For purposes of this clause, the term "Executive Management" shall mean the vice President or other officer of Seller who is directly responsible to the President of Seller for the management of Seller's real estate assets. b. The Seller understands and agrees that final approval of the transaction contemplated herein rests with and the effectiveness of this Agreement is subject to and condi tioned upon approval by the city of Miami Beach Board of City Commissioners. Buyer agrees to submit this Agreement for approval at the November 2, 1994 City of Miami Beach Board of city commissioners' meeting. Seller further understands and agrees that upon notification by Buyer that this Agreement has not been approved by the Board of City commissioners (which notification, if required, Buyer agrees to forward via regular united states mail to Seller, not later than November 9, 1994), this Agreement may be, at Seller's option, cancelled and of no further force and effect and without Buyer's being obligated for any loss or damage to Seller whatsoever. 17. REMEDIES ON DEFAULT OF BUYER If Buyer fails to close, and the Seller is not in default hereunder, and title is as required under this Agreement, this Agreement and all rights and obligations of the parties hereunder shall terminate and Seller shall retain the entire Deposit made by Buyer, as liquidated and agreed upon damages as its sole and exclusive remedy, and thereafter, the parties hereto shall be released from all obligations hereunder. The parties hereby agree that the damages which Seller would sustain by reason of Buyer's breach are beyond calculation and not subject to determination and the Deposit is agreed by the parties to be a reasonable measure of damages in the event of Buyer's breach. 18. REMEDIES ON DEFAULT OF SELLER If for any reason, Seller fails, neglects or refuses to Miami Beach Sale Page 5 of 7 13 perform this Agreement, Buyer's right to receive the return of the Deposit in the event of Seller's default will be the sole exclusive remedy of Buyer in full satisfaction of any claim which Buyer may have against Seller. 19. ARBITRATION Any controversy or claim for money damages other than the Deposi t monies arising out of or relating to Buyer's or Seller's failure to close, shall be settled by arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select an arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgement upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for an order of enforcement. 20. LIENS Seller shall pay all assessments and liens for public improvements against the Property, if any, which are certified liens as of the closing date. 21. CONDEMNATION In the event of the institution of any proceedings, or if subject to a bona fide threat of such proceedings, judicial, administrative or otherwise, which shall relate to the proposed taking of any portion of the Property by Eminent Domain, Seller may cancel this Agreement, and this Agreement thereupon shall be of no further force and effect. 22. TIME OF THE ESSENCE The parties hereto agree and understand that time is of the essence in this Agreement. 23. RECORDING This Agreement or Notice thereof may be recorded by Buyer in the minutes of the Clerk of the Board of City Commissioners, Dade County, Florida, but not recorded in the Official Public Records of any Clerk of any Circuit Court of the State of Florida. 24. ASSIGNMENT This Agreement, and the rights and interests created hereunder are not assignable by Buyer without the prior written consent of Seller, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties hereto, and may not be modified except by an instrument in writing signed by the parties. 14 Miami Beach Sale Page 6 of 7 26. ATTORNEYS' FEES Should any litigation ensue from this transaction, the prevailing party shall be entitled to recover from the losing party the prevailing party's reasonable attorneys' fees therein, plus costs. 27. NOTICE Any notice required under this Agreement shall be delivered by certified mail, return receipt requested to the parties as follows: BUYER: city of Miami Beach Attn: Mayra Diaz~Buttacavoli First Assistant City Attorney 1700 Convention Center Drive Miami Beach, FL 33139 WITH COPIES TO: City of Miami Beach Attn: Raul J. Aguila First Assistant City Attorney 1700 Convention Center Drive Miami Beach, FL 33139 SELLER: Florida Power & Light Company Attn: John R. Dewar P.O. Box 088801 North Palm Beach, FL 33408 IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement as of the respective dates hereinafter set forth. signed, sealed and delivered in the presence of: SELLER: FLORIDA POWER & LIGHT COMPANY By: Print Name: Its: Date: Print Name: Print Name: signed, sealed and delivered in the presence of: BUYER: CITY OF MIAMI BEACH By: Print Name: Its: Date: Print Name: Print Name: MiafBch.P&S CCC 10/26/94 (6Cl 15 Miami Beach Sale Page 7 of 7 EXHIBIT "A" TO AGREEMENT FOR PURCHASE AND SALE LEGAL DESCRIPTION Lots 1 through 10, Block 13A of Island View Addition as recorded in Plat Book 9, at Page 144, of Dade County, Florida. Mia'Bch.ExA (6Cl CCC lO/2l/94 Page 1 of 1 Miami Beach Sale 16 EXHIBIT "B" PREPARED BY: C. Caren Coleman, Attorney Florida Power & Light Company P.O. Box 029100 Miami, FL 33102-9100 Folio No. SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED made on the ___ day of 1994, by and between Florida Power & Light Company, a Florida corporation, having its mailing address at P.O. Box 14000, Juno Beach, Florida 33408-0420, Attn: Property Tax Department, hereinafter referred to as "Grantor" and City of Miami Beach, a municipal corporation, having its mailing address at 1700 Convention Center Drive, Miami Beach, Florida 33139, hereinafter referred to as "Grantee." WITNESSETH: Grantor, in consideration of Ten Dollars and No Cents ($10.00) and other good and valuable consideration, to it paid by Grantee, the receipt of which is hereby acknowledged, hereby grants, sells and conveys to Grantee, its successors and assigns forever all of that certain land situated and located in Dade County, Florida and Miami Beach Sale Page 1 of 3 17 more particularly described as follows: See Exhibit "A" attached hereto and by this reference made a part hereof for the description of the land conveyed hereby. Subject to taxes and special assessments for the year and all subsequent years, to zoning restrictions and other requirements imposed by governmental authority, and to easements, conditions, reservations, restrictions and limitations of record. The Grantor hereby binds itself and its successors to warrant the title as against all acts of the Grantor herein and no other, subject only to the matters set forth above. IN WITNESS WHEREOF, Grantor has caused this instrument to be signed by its duly authorized officer on the date first above written. Executed in the presence of: FLORIDA POWER & LIGHT COMPANY signature: By: John M. Chism Director of Land Management and Assistant Secretary Name (print): Signature: Name (Print): (Acknowledgement continued on next page.) Miami Beach Sale Page 2 of 3 18 ACKNOWLEDGEMENT STATE OF FLORIDA ) ) ss: COUNTY OF ) On this day of , 1994 before me, the undersigned notary public, personally appeared John M. Chism, Director of Land Management and Assistant Secretary, of Florida Power & Light Company, a Florida corporation, personally known to me to be the person who subscribed to the foregoing instrument or who has produced as identification, and acknowledged that he executed the same on behalf of said corporation and that he was duly authorized so to do. IN WITNESS WHEREOF, I hereunto set my hand and official seal. NOTARY PUBLIC, STATE OF FLORIDA Name (Print): commission No.: My Commission Expires: MiatBch. SWD CCC 10/7/94 (6C) Miami Beach Sale Page 3 of 3 19 EXHIBIT "A" TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION Lots 1 through 10, Block 13A of Island View Addition as recorded in Plat Book 9, at Page 144, of Dade County, Florida. Mia'Bch.Ex2 (GCl CCC 10/21/94 Page 1 of 1 Miami Beach Sale 20 Prepared by: C. Caren Coleman, Attorney Florida Power & Light Company P.O. Box 029100 Miami, FL 33102-9100 EXHIBIT "C" AFFIDAVIT OF SELLER STATE OF FLORIDA ) ) ss: COUNTY OF ) BEFORE ME, the undersigned. authority, personally appeared , who, being by me first duly sworn, deposes and says: 1. That he/she is of Florida Power & Light Company, a Florida corporation, (" FPL"), owner of the property described in Exhibit "A" attached hereto as a part hereof. 2. That FPL is not a foreign person as that term is defined in Section 1445(f) (3) of the Internal Revenue Code. 3. That FPL's United states Taxpayer Identification Number is 59024775; and that FPL's united States address is P.O. Box 14000, Juno Beach, Florida 33408-0420. 4. That no one has any adverse interest, claim or possession in and to the property. 5. That no work has been done on or about such property within the last ninety (90) days which would constitute a mechanics' or materialmen's lien against the property and that Miami Beach Sale Page 1 of 2 Zl there are no such liens either recorded or unrecorded. 6. That between the effective date of the title insurance commitment issued by the named title insurer, and the recording of the deed from FPL to the named purchaser, FPL has not and will not execute any instruments, or record in the public records any executed instrument, that would in any way affect title to the property or the title and interests conveyed by the deed to purchaser. FLORIDA POWER & LIGHT COMPANY By: Print Name: Title: Date: ACKNOWLEDGEMENT STATE OF FLORIDA ) ) ss: COUNTY OF ) me, , 1994 before notary public, personally appeared , (title) of Florida Power & Light Company, a Florida corporation, personally known to me to be the person who subscribed to the foregoing instrument or who has produced , as identification, and acknowledged that he/she executed the same on behalf of said corporation and that he/she was duly authorized so to do. On this day of the undersigned IN WITNESS WHEREOF, I hereunto set my hand and official seal. NOTARY PUBLIC, STATE OF FLORIDA Name (print): commission No.: My Commission Expires: MiatBch. Aff CCC 10/26/94 (6Cl Miami Beach Sale Page 2 of 2 22 EXHIBIT "A" TO AFFIDAVIT OF SELLER LEGAL DESCRIPTION Lots 1 through 10, Block 13A of Island View Addition as recorded in Plat Book 9, at Page 144, of Dade County, Florida. Mia'Bch.Ex3 (6C) CCC 10/21/94 Page 1 of 1 Miami Beach Sale 23 CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 COMMISSION MEMORANDUM NO. 8510- 'iy TO: Mayor Seymour Gelber and Members of the City Commission DATE: November 2, 1994 FROM: Roger M. C City Manager SUBJECT: RESOLUTION .AUTHORIZING THE MAYOR AND CITY CLERk TO EXECUTE AN AGREEMENT FOR PURCHASE AND SALE BETWEEN THE CITY AND FLORIDA POWER AND LIGHT COMPANY (FP&L), FOR PURCHASE OF THE FP&L SITE LOCATED AT 1920 WEST AVENUE AND 1923 BAY ROAD, MIAMI BEACH, FLORIDA, IN THE AMOUNT OF $1.5 MILLION, FOR A SUPERMARKET SITE. ADMINISTRATION RECOMMENDATION: The Administration recommends that the city commission adopt the Resolution authorizing execution of the Purchase and Sale Agreement with Florida Power and Light Company for the site located at 1920 West Avenue and 1923 Bay Road, in the amount of $1.5 million for a supermarket site. BACKGROUND: The community has expressed a need for a new, larger supermarket that would serve all residents and visitors. In response to the community needs, it has been deemed that a pUblic purpose exists, and that the public interest would be served in the City's purchase and development of a site for a new supermarket. At the direction of the Mayor and City commission, the Administration has been looking into several possible sites which could be developed for a supermarket. At the September 8, 1994, city commission Meeting, the City commission authorized the Administration and the City Attorney to enter into negotiations with Florida Power and Light Company for the purchase of an FP&L-owned site located at 1920 West Avenue and 1923 Bay Road, Miami Beach. On september 22, 1994, the City Commission authorized purchase of the site for $1.5 million. continued. . . 5 AGENDA ITEM ~ -1.. ff\ DATE~ commission Memorandum Page 2 November 2, 1994 CONCLUSION: The Purchase and Sale Agreement codifies the terms and conditions of the sale and is required to complete the transaction. The document has been reviewed by the City Attorney and city commission approval is recommended. RMC: jh Attachments 6