HomeMy WebLinkAboutR-98-0687J-98-718
7/6/98
RESOLUTION NO. J 687
A RESOLUTION, WITH ATTACHMENT (S), APPROVING
THE SALE OF SURPLUS CITY -OWNED REAL PROPERTY
WITH IMPROVEMENTS CONSISTING OF APPROXIMATELY
26,200 SQUARE FEET, COMMONLY KNOWN AS THE
FORMER PARKS ADMINISTRATION BUILDING LOCATED
AT 1348, 1358 AND 1390 NORTHWEST 7T$ STREET,
MIAMI, FLORIDA; ACCEPTING THE BID OF
ANTONIO I. CARDONA, JR. M.D., IN THE AMOUNT
OF TWO HUNDRED FIFTY-SIX THOUSAND DOLLARS
($256,000); AUTHORIZING THE CITY MANAGER TO
EXECUTE A PURCHASE AND SALE AGREEMENT (THE
"AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED
FORM, AND TO CONSUMMATE SUCH TRANSACTION IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THE AGREEMENT, WHICH TERMS MAY BE AMENDED BY
THE CITY MANAGER AS MAY BE NECESSARY IN ORDER
TO EFFECT SUCH SALE IN AN EXPEDITIOUS MANNER.
WHEREAS, on March 20, 1997, the City Commission adopted
Resolution No. 97-178 authorizing the City Manager to sell the
City -owned real property with improvements located at 1348, 1358
and 1390 Northwest 7th Street, Miami, Florida, commonly known as
the Former Parks Administration Building; and
WHEREAS, Antonio I. Cardona, Jr., M.D. has submitted a bid
in response to the City Is Invitation to Bid which bid the City
ATTACHMENT(
C 0!1 TA
jNED
CM COMUSSION
MEETING OF
J 11 1. 14 1998
xesolufion No.
98 7
Manager has determined is responsive and responsible;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The sale of surplus City -owned real property
with improvements located at 1348, 1358 and 1390 Northwest 7th
Street, Miami, Florida, is hereby approved.
Section 3. The bid submitted by Antonio I. Cardona, Jr.,
M.D., in the amount of two hundred fifty-six thousand dollars
($256,000) is hereby accepted.
Section 4. The City Manager is hereby authorized to
execute a Purchase and Sale Agreement, in substantially the
attached form, with Antonio I. Cardona, Jr., M.D., and to
consummate such transaction in accordance with the terms and
conditions of the Agreement which terms may be amended by the
City Manager as may be necessary in order to effect such sale in
- 2 - 98 - 68* 7
an expeditious manner.
Section 5. This Resolution shall become effective upon
its adoption and signature of the Mayor.1/
PASSED AND ADOPTED this 14th day of
A
WALTER J
CITY CLE
SS:
CAROLLO, MA
1998.
1� If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passes and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission
3 - ry
9�` 68
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members
of the City Commission
FROM:
fon4W"arshaw
City Manager
RECOMMENDATION:
DATE : JUL FILE
SUBJECT: Sale of 1348, 1358 and
1390 NW 7th Street
REFERENCES:
Resolution, Purchase and
ENCLOSURES: Sale Agreement
The =administration recommends that the City Commission adopt the attached Resolution
approving the sale of surplus City -owned real property with improvements consisting of
approximately 26,200 square feet, located at 1348, 1358 and 1390 Northwest 7th Street,
Miami, Florida (the "Property"), to Antonio I. Cardona, Jr., M.D. , at a sale price of two
hundred fifty-six thousand dollars ($256,000).
The Resolution authorizes the City Manager to execute a Purchase and Sale Agreement
("Agreement"), and to consummate such transaction in accordance with the terms and
conditions of the Agreement, which terms may be amended by the City Manager as may be
necessary in order to effect such sale in an expeditious manner.
BACKGROUND:
On March 20, 1997, the City Commission adopted Resolution No. 97-178 authorizing the
City Manager to sell the surplus city property located at 1348, 1358 and 1390 Northwest 7
Street, Miami, Florida, commonly referred to as the Former Parks Administration
Building. Mr. Antonio I. Cardona, Jr., M.D. was the top bidder and is willing and able to
purchase the Property.
The highlights of the Purchase and Sale Agreement are as follows:
Purchase Price: $256,000.00
Deposit: $5,000 was received by Seller at time of bid submission. Within seven
days of execution of the Agreement, Purchaser must deposit an
additional $20,600 for a total deposit of $25,600 (10% of the purchase
price).
98- 987
Honorable Mayor and Members
of the City Commission
Page 2
Reinbursable
Expenses: Purchaser shall reimburse Seller, at closing, the costs associated with
the issuance of the Invitation to Bid in the amount of $5,000 plus
$2,910 as reimbursement for the Phase I Environmental Site
Assessment, Asbestos Survey and land survey.
Authority of
City Manager: In order to ensure the closing can take place as soon as possible, the
City Manager shall have the authority to modify the Purchase and
-n Sale Agreement in the event a modification becomes necessary.
DHW: CMC:DB:mv:MParksSALE.doc
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made
and entered into this day of 1998, by and between the
City of Miami, a municipal corporation of the State of Florida, with offices at
444 SW 2 Avenue, Miami, Florida 33130 (the "Seller"), and Antonio I. Cardona,
Jr., M.D., with offices at 2545 NW 201h Street, Miami, Florida 33142, (the
"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
Lots 7, 8, 9 and 10, Block 32, of LAWRENCE ESTATES
LAND CO. SUBDIVISION, according to the plat
thereof recorded in Plat Book 2, page 46, of the Public
Records of Dade County, Florida.
b) Street Address
1348, 1358 and 1390 Northwest 7 Street
Miami, Florida 33125
c) Improvements
Two-story CBS structure "as is"
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept for the Property
the sum of two hundred fifty-six thousand dollars ($256,000) (the "Purchase
Price"). The Purchase Price shall be payable as follows:
A. Deposit.
(1) Within seven (7) days of the Effective Date as defined herein,
the Purchaser shall pay to Aldo Zevigon Escrow Account (the "Escrow Agent")
TWENTY THOUSAND SIX HUNDRED DOLLARS ($20,600) (the Bid
Deposit and this additional sum will represent 10% of the Purchase Price and
is hereinafter collectively referred to as the "Deposit").
(2) Within approximately ten (10) days of the Effective Date as
defined herein, the Seller shall deliver to the Escrow Agent FIVE
THOUSAND DOLLARS ($5,000), which the Seller has received from the
Purchaser as a "Bid Deposit,".
(3) The Deposit received hereunder by the Escrow Agent shall be
placed in an interest bearing account. Until this transaction is closed, the
interest earned on the Deposit shall belong to Purchaser.
(4) At Closing (as hereinafter defined) the Deposit, and all interest
earned on the Deposit shall be delivered by the Escrow Agent to the Seller
and credited against the Purchase Price. The Deposit is non-refundable
except in the event Purchaser terminates this Agreement as provided in
paragraphs 4E or 5 herein.
B. Closing Payment.
At Closing, the Deposit plus the balance of the Purchase Price, TWO
HUNDRED THIRTY THOUSAND FOUR HUNDRED DOLLARS ($230,400)
(increased or decreased by adjustments, credits, prorations, and expenses as
set forth in Section 10 or any other provision of 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/TIME OF ACCEPTANCE
The Effective Date of this Agreement shall be the date on which the last
party to this Agreement officially executes said Agreement and the
Agreement has been approved by the Emergency Financial Oversight Board.
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.
Purchaser acknowledges and agrees that, Seller has not made, does not make
and specifically negates and disclaims any representations, warranties (other
than the limited warranty of title as set out in the special warranty deed),
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, including the Level I
Environmental Site Assessment on file with the City of Miami, Office of
Asset Management, located at 444 SW 2 Avenue, 3rd Floor, Miami, Florida
33130, 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.
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98- 6817
C. Inspection Period.
Purchaser, its employees, agents, consultants and contractors shall have a
period of twenty-five (25) days from the Effective Date (the "Investigation
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 (the "Environmental Inspection") after giving the Seller
reasonable notice of twenty-four (24) hours prior to each test performed. The
City, at its sole option, may extend the Investigation Period for an additional
twenty-five (25) days if based upon the results of the testing, additional
testing is warranted. For the purpose of conducting the Environmental
Inspection, Seller hereby grants to Purchaser and its consultants and agents
or assigns, full right of entry upon the Property during the Inspection Period
through the closing date. 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 material damage or
destruction of any nature whatsoever to, or interruption of the use of the
Property by the Seller, its employees, officers and agents.
D. Inspection Indemnity, Insurance and Releases.
Notwithstanding anything contained in this Agreement to the contrary, as
consideration for the Seller granting a continuing right of entry, the
Purchaser hereby specifically agrees to: (i) immediately pay or cause to be
removed any liens filed against the Property as a result of any actions taken
by or on behalf of Purchaser in connection with the inspection of the
Property; (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, 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 of the Property, 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 shall survive the Closing or the termination
of this Agreement.
Prior to Purchaser entering upon the Property for purposes of commencement
of the Environmental Inspection, Purchaser shall furnish to Seller the policy
or policies of insurance or certificates of insurance in form and such
reasonable amounts approved by the City of Miami's Risk Manager
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 Environmental Inspection.
Purchaser hereby 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 Environmental
Inspection and releases the Seller from any claims in connection therewith.
E. 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 (the "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.
98- 68`7
F. 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.
5. TITLE EVIDENCE
Purchaser, at its sole cost and expense, shall be responsible for obtaining all
title documents which 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.
In the event the Purchaser's examination of title, which examination shall be
completed within twenty-one (21) days of the Effective Date, reflects any
condition which renders the title unmarketable in accordance with the
standards of the Florida Bar (the "Title Defect"), the Purchaser shall allow
the Seller sixty (60) calendar days within which to use reasonable diligence to
cure the Title Defect. Seller shall use good faith efforts to cure any Title
Defect, provided however, Seller shall not be required to bring any action or
to incur any expense to cure any Title Defect or objection.
If Seller shall be unable to convey title to the Property according to provisions
of this Agreement, Purchaser may: (i) elect to accept such title that Seller
may be able to convey, with no reduction in Purchase Price; or (ii) terminate
98- 6817
this Agreement, in which case the Deposit and all interest earned thereon
shall be returned by Escrow Agent to Purchaser. Upon such refund, this
Agreement shall be null and void and the parties hereto shall be relieved of
all further obligation and liability, and neither party shall have any further
claims against the other, except as to Purchaser's liability, if any, arising out
the Inspection Indemnity pursuant to Section 4(D) hereof. In addition to the
documents set forth in Section 4(E), in the event of cancellation, copies of all
abstracts of title respecting the Property delivered by Seller to Purchaser or
prepared by or on behalf of Purchaser shall be delivered by Purchaser to
Seller.
6. DISCLAIMER OF WARRANTIES AS TO PROPERTY;
"AS IS" CONVEYANCE.
A. Except as otherwise previously provided in Sections 4 and 5 of
this Agreement, 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 Section 4 of 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, zoning or development of regional impact,
laws, rules, regulations, orders or requirements.
(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;
98- 687
(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.
B. The provisions of this Section shall survive the closing.
7. RESTRICTIONS, EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take title subject to: zoning,
restrictions, prohibitions, and other requirements imposed by governmental
authority; restrictions and matters appearing on the public records and
public utility easements of record.
S. CLOSING DATE
Closing shall take place within forty-five (45) days after the Effective Date, at
a mutually agreeable time (the "Closing") at the City of Miami, Office of
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. Notwithstanding the foregoing, in the event the Seller elects to
satisfy any title objections pursuant to the terms of Section 5 hereof, or a
delay caused by failure to deliver property free of tenancies pursuant to
Section 30, then Seller shall have the right to extend the Closing date set
forth herein.
9. CLOSING DOCUMENTS
A) At Closing, Seller shall execute and/or deliver to Purchaser the
following:
(1) Special Warranty Deed subject to conditions, restrictions,
easements and limitations of record;
(2) A Closing Statement;
(3) A Seller's Affidavit and 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:
8
687
(1) Closing Statement;
(2) Such documents as are necessary to fully authorize the
purchase of the Property by Purchaser and the execution of all
closing documents;
(3) Any other documents reasonably necessary or advisable to
consummate the transaction contemplated hereby; and
(4) Purchaser shall pay to Seller the balance of the Purchase Price
as provided for in Section 2 hereof.
10. 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 the Property is
exempt from taxes and accordingly there should be no taxes
due at Closing.
2) Certified/Pending Liens: Certified, confirmed and ratified
governmental liens as of the Closing Date shall be paid by
Seller. Pending liens as of the Closing Date shall be assumed
by Purchaser.
3) Other Taxes, Expenses, Interest, Etc: Taxes (other than real
property taxes), assessments, water and sewer charges, waste
fee and fire protection charges, if applicable, shall be prorated
as of the Closing Date.
4) Usual and Customary: Such other items that are usually
and customarily pro -rated between purchasers and sellers of
properties in the area where the Property is located. All pro -
rations shall utilize the 365-day method.
B. Closing Costs
(1) Each party shall be responsible for its own attorney's fees
incurred in connection with the Closing.
(2) 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;
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98- 687
(ii) all recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
(iii) the Seller's costs incurred in connection with the public
solicitation process related to the sale of the Property in the
amount of five thousand dollars ($5,000);
(iv) Seller's costs incurred in connection with the Phase I
Environmental Site Assessment, Asbestos Survey and land
survey of the Property in the amount of two thousand nine
hundred ten dollars ($2,910);
11. DEFAULT
A) If this transaction does not close as a result of default by Seller,
Purchase 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; (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.
10 98- 687
12. 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.
13. 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, affecting the
Property, or any portion thereof. The foregoing, however, is not intended to
release Seller from its obligations under this Agreement.
14. RADON GAS
Radon is a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who
are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public
health unit.
15. 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.
Dena Bianchino
City of Miami
Office of Asset Management,
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Telephone (305) 416-1451
Fax (305) 416-2156
16. NOTICES
On behalf of Purchaser.
Antonio I. Cardona, Jr., M.D.
861 SW 81h Street
Miami, Florida 33130
Telephone (305) 858-1190
Fax (305) 858-0771
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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:
Seller
Donald H. Warshaw, City Manager
City of Miami
444 SW 2 Avenue, loth Floor
Miami, FL 33130
Copies To
Dena Bianchino
City of Miami
Office of Asset Management
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Alejandro Vilarello
City Attorney
c/o Julie O. Bru, ACA
444 SW 2 Avenue, Suite 945
Miami, FL 33130
CAPTIONS AND HEADINGS
Purchaser
Antonio I. Cardona, Jr., M.D.
861 SW 81h Street
Miami, Florida 33130
Aldo Zevigon, Esq.
2350 SW 25th Terrace
Miami, Florida 33133
Tel.: (305) 859-2889
Fax: (305) 859-2865
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.
BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and
their successors in interest. Purchaser may assign or pledge this Agreement
only with the prior written consent of the City Manager which consent may
be withheld for any or no reason whatsoever.
GOVERNING LAW
This Agreement shall be governed according to the laws of the State of
Florida and venue shall be in Dade County, Florida.
COUNTERPARTS
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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.
21. ATTORNEY'S COSTS
If it shall be necessary for either party to this Agreement to bring suit to
enforce any provisions hereof or for damages on account of any breach of this
Agreement, the prevailing party on any issue in any such litigation and any
appeals therefrom shall be entitled to recover from the other party, in
addition to any damages or other relief granted as a result of such litigation,
all costs and expenses of such litigation and a reasonable attorneys' fee as
fixed by the court.
22. 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.
23. SURVIVAL OF REPRESENTATIONSMARRANTIES
Paragraphs 4, 6, 7, 11A, 13, 14, 19, 21 and 25 of this Agreement shall survive
the Closing and be enforceable by the respective parties until such time as
extinguished by law.
24. 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.
25. WAIVER OF TRIAL BY JURY
The parties hereby knowingly, voluntarily and intentionally waive any right
they may have to a trial by jury in respect to any litigation arising out of,
under or in connection with this Agreement, or any course of conduct, course
of dealing, statements (whether verbal or written) or actions of any party
hereto. This provision is a material inducement for Purchaser and Seller
entering into this Agreement.
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29.
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.
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 next succeeding business day.
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.
APPROVAL BY THE OVERSIGHT BOARD
The State of Florida has appointed an Emergency Financial Oversight Board
(the "Oversight Board") which is empowered to review and approve all
pending City of Miami contracts. As a result, contracts shall not be binding
on the Seller until such time as they have been approved by the Oversight
Board. Execution of this Agreement by the City of Miami City Manager shall
constitute evidence of approval by the Oversight Board.
30. TENANCIES
Unless otherwise agreed, the Seller shall deliver actual possession of the
Property, free of all leases, tenancies or occupancies, except those agreed to
by Purchaser, and the Purchaser's obligation to pay any sums subsequently
due under this Agreement shall not arise until such possession is tendered.
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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
on:
Donald H. Warshaw, City Manager
ATTEST:
Walter J. Foeman
City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
"PURCHASER"
Executed by Antonio I. Cardona, Jr., M.D.
on:
By:
ATTEST:
Witness
Print Name
Witness
Print Name
Antonio I. Cardona, Jr., M.D.
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