HomeMy WebLinkAboutR-89-05833-89-592
6/14/89
RESOLUTION``
A RESOLUTION, WITH ATTACHMENTS,
AUTHORIZING THE CITY MANAGER TO EXECUTE
FIVE AGREEMENTS OF PURCHASE AND SALE FOR
PRICES AS STATED HEREIN BETWEEN THE CITY
OF MIAMI ("PURCHASER") AND DAVID
ABRAHAM; JAMES KIRK, JOHN K. DURKIN AND
BARBARA RYAN; GRAHAM C. MILLER, TRUSTEE;
JOAQUIN TRIAS AND HORTENSIA TRIAS; AND
IRVING ZUCKERBERG (COLLECTIVELY
"SELLERS"), FOR THE PURCHASE AND SALE OF
PROPERTIES (MORE PARTICULARLY DESCRIBED
HEREIN) FOR THE TOTAL PURCHASE PRICE OF
$4,518,100; FUNDS FOR THE ACQUISITION OF
SAID PROPERTY TO BE APPROPRIATED IN
CAPITAL PROJECT NO. 311014 ENTITLED
"FEDERAL LAW ENFORCEMENT BUILDING" FOR
THE PURPOSE OF DEVELOPMENT OF THE
FEDERAL LAW ENFORCEMENT BUILDING;
FURTHER AUTHORIZING THE CITY ATTORNEY TO
TAKE WHATEVER STEPS ARE NECCESSARY TO
CLOSE THE TRANSACTIONS WITH THE SELLERS
AS EARLY AS PRACTICABLE; SAID
AUTHORIZATION BEING CONDITIONED ON THE
APPROPRIATION OF THE NECESSARY FUNDS.
WHEREAS, on July 23, 1987, the City Commission adopted
Resolution 87-746 authorizing the City Manager to execute a
lease agreement between the United States of America and the
City of Miami setting forth the terms and conditions for the
City to construct and lease to the United States of America an
approximately 250,000 sq.ft. building to house Federal law
enforcement agencies in Miami to be located on specified lots to
be acquired between NE 4th and 5th Streets and NE 1st and Miami
Avenues; and
WHEREAS, on February 12, 1987, the City Commission adopted
Resolution 87-148 authorizing acceptance of appraisal proposals
for the property to be acquired; and
WHEREAS, two independent appraisals of the property were
transmitted to the City on August 19, 1987 and September 16,
1987, repectively; and
WHEREAS, updates of the two independent appraisals were
transmitted to the City on April 10, 1989 and April 16, 1989;
j and
A T A-1011 C T
� T A I i E
CITY COMMISSION
MEETING OF
JUN 22 i989
IN No. 89`53
WHEREAS, the market value as of April 1989 for the property
to 'be acquired owned by five owners is $3,978,000 and
$3,921,600, respectively; and
WHEREAS, a negotiated purchase price of $4,518,100
represents an offer to SELLERS at approximately (due to
rounding) 10% above the higher of the two appraised market
values for the property; and
WHEREAS, funds for the acquisition of property are to be
appropriated in capital project No. 311014 entitled "Federal Law
Enforcement Building;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to
execute five agreements of purchase and sale for prices as
stated herein between the City of Miami ("PURCHASER") and the
following (collectively "SELLERS") for the purchase and sale of
properties as described herein for the total purchase price of
$4,518,100:
SELLER
PRICE
PROPERTY
David Abraham
$ 677,600
438-44-46
NE 1 Avenue
&
498
NE 1 Avenue
James Kirk, John K.
Durkin & Barbara Ryan
1,800,000
99
NE
4 Street
Graham C. Miller,
918,500
46
NE
5 Street &
Trustee
38
NE
5 Street
Joaquin Trias &
495,000
51
NE
4 Street
Hortensia Trias
Irving Zuckerberg 627,000 420 NE 1 Avenue
Section 2. Funds for the acquisition of said property to
be appropriated in capital project No. 311014 entitled "Federal
Law Enforcement Building."
Section 3. The City Attorney is hereby authorized to take
whatever steps are necessary to close the transactions with the
SELLERS as early as practicable.
Section 4. The herein authorization is conditioned upon the appropriation of the necessary funds,
`89
RGE,oL.` FE EZ',
T)t ATTO i
-44
which tot§ Corth the seller's drsite to ohtgin{ ljk*
-kttla pto ► rty In eithnnAt tot
the tran,ftftt of the rrnpelAy to the Purchaser, rutthAstt Ql.ifit
1��AEg?�gNfi t?��R�#{b��ANt1�ALg
THIS AGREEMENT of PURCHASE AND SALE entered into Are of the
day of'. 1969, by and between David AbrahaA*
ae Personal Representative of the Potato of Mohammed
AbrahAm, Deceased, and an Trustee of the Residuary Trust oreated
by the Will of Mohammed Abraham. (hereinafter referred to ae
"SELLER") and the City of Miami, a municipal corporation of the
State of Florida, (hereinafter referred to as "PURCHASER").
R E C 1 T A L
WHEREAS. SELLER to the owner of oertain in bade County.
Florida: and
WHEREAS, SELLER and PURCHASER desire for there to be
conveyed to PURCHASER fee title to the said land, all on terms
more fully set forth in thin Agreement;
NOW, THEREFORE, for good and valuable consideration, the
reoeipt and sufficiency of which are acknowledged and confessed.
SELLER and PURCHASER execute this Agreement to evidence all of
the terms, provisions and conditions upon which SELLER in willing
to sell unto PURCHASER, and PURCHASER in willing to acquire, the
said property, improvements and related property.
1 • I2EEiN.iTiS?Nfi
1.01 "Agreement" shall mean this Agreement of Purchase and
Sale and any amendment hereto made in a000rdanoe with
the provisions of Section 26 hereof.
1.02 "Broker" shall mean Richard M. Basil&.
1.03 "Closing" shall mean the occurrences of the events
described in Section 7 hereof. "Closing Date" shall
_
mean the date the Closing occurs.
1.04 "Governmental Authority" shall mean any and all courts,
boards. agencies. commissions, offices or authorities
'i
of any nature whatsoever of any governmental unit
ti
`
(federal, state, county, distriot, municipal, city or
otherwise) whether now or hereafter in existence.
'.'
1.05 "Impositions" shall mean (a) all real estate and
'
personal property taxes, assessments. charges. exoises
and levies (and any interest, oosts or penalties with
respect thereto), general and special, ordinary and
extraordinary, foreseen and unforeseen of any kind and
nature whatsoever which at any time prior to the -
'
Closing shall be assessed, levied, oharged or imposed
upon or with respect to the Property, or any portion
r
thereof, or the sidewalks. streets or alleyways
adjacent thereto, or the ownership, use, occupancy or
_
enjoyment thereof and (b) all charges for any easement,
license, permit or Agreement maintained for the benefit
of the Property.
i
1.06 "Indebtedness" shall mean any and all Indebtedness
'
secured by liens on the Property. "I1idbtednesg
Do menla" shall mean any and all documents delivered
to PURCHASER prior to the Closing and evidenoing or
seouring the Indebtedness.
i
1.07 "Land" shall mean that certain tract of land more fully,
desoribed on Exhibit "A" attached hereto,
F '
.
4 5
1.08 "Legal Requirements" shall mean any and all
judicial decisions. orders. injunctions, writs,
statutes. rulings, rules, regulations, permits,
certificates or ordinances of any Governmental
Authority in any way applicable to SELLER or the
Property, including but not limited to any of the
aforesaid dealing with the use, management, leasing,
maintenance, service, operation. insurance or condition
of real property, including zoning or environmental
matters. (b) the Indebtedness and the Indebtedness
Documents, (c) any and all insurance requirements and
(d) any and all other documents, instruments or
Agreements (written or oral) relating to the Property
or to which the Property may be bound or encumbered.
1.00 "Property" shall mean the Land and all rights, titles
and interests appurtenant thereto. 1
1.10 "Purchase Price" shall mean the sum of Six Hundred
Seventy -Seven Thousand, Six Hundred Dollars (i677,600)
which shall be paid at the Closing by PURCHASER.
1.11 "Title Exception" shall mean and include but not be
limited to any lien, mortgage, security interest.
encumbrance, pledge, assignment, claim. charge. lease
(surface, space. mineral or otherwise), condition,
restriction, reservation. option, conditional sale
contract. right of first refusal. restrictive covenant.
exception, easement (temporary or permanent). right-of-
way, encroachment, overlap or other outstanding claim,
right. title, interest. estate or equity of any nature
whatsoever. "Parnitted TWO E" shall mean
only those Title Exceptions subject to which PURCHASER
expressly agrees, through written notice to SELLER, to
take title to the Property.
Subject to and in a000rdanoe with the terms of this
Agreement, SELLER hereby agrees with PURCHASER to sell and convey -
good and marketable title to the Property unto PURCHASER. and
PURCHASER hereby agrees to purchase and accept good and
marketable title to the Property from SELLER, free of all Title
Exceptions other than Permitted Title Exceptions.
SELLER hereby represents to PURCHASER that the facts recited
below are true and correct as of the date hereof and will be true
and accurate as of the date of closing:
(a) To the best of SELLER's knowledge and belief the
continued ownership, operation, use and occupancy of
the Property does not violate any law, ordinance,
regulation or restrictive covenant of any Governmental
Authority.
(b) All Impositions which are presently due and payable,
with respect to the Property are ourrent or will be
current by the date of Closing.
(o)
Ta�
(d) SELLER has no knowledge of any pending oonder+natib" of
similar proceeding affecting the Propetty, ot e#ij
portion thereof.
(e) There is no action, suit. proceeding or claim against
SELLER which would affect the Property now pending or
being prosecuted, nor has any such action or suit been
threatened or asserted to SELLER's best knowledge.
(f) No incurred breach or default exists by SELLER under
any of the Indebtedness Documents.
(g) SELLER and each person acting for SELLER, has full
power and authority to execute, deliver and carry out
the terms and provisions of this contract, and has
taken all necessary action (corporate, trust or
otherwise) to authorize the execution and delivery of
this contract, and of the other documents called for
hereunder.
To the best of SELLER'S knowledge and beli
(h) AThere is no hazardous materials (Indu ing, but not
limited to, asbestos), waste or toxic substance
treated, stored, handled, disposed of or found in or on
the Property.
4. lox S--CLQMG:
During the period between the date of this Agreement and the
date of Closing, SELLER agrees:
(a) To own, occupy, manage, maintain. operate and insure
the property in accordance with all Legal Requirements,
in a good and businesslike manner and in accordance
with good business practices. and will not commit or
permit to be committed any waste to the Property; and
shall exercise diligent and prudent preventative and
corrective maintenance as necessary on the Property.
(b) SELLER will not enter into any leases and/or management
agreements with respect to all or any portion of the
Property.
(o) Not to create or enter into any contract (written or
oral) to create any Title Exceptions.
None of the foregoing warranties, representations and
covenants shall be deemed to limit the scope or reasonable
meaning of any other warranty, representation or oovenant made by
SELLER hereunder or be limited by any investigation made by
PURCHASER.
S. DELIVERY OF OSLMENTS
Seller shall furnish to PURCHASER within ninety (90) days of
the execution of this Agreement, true and oorreot copies of the
following items:
0
(a) Any existing Indebtedness Documents together with all
instruments seouring said Indebtedness with a lien on
the Property and any amendments and/or modifications
thereto.
(b) Original tax bills and assessments on the property.
6, pHySIrAL�I.NSPECTION:
SELLER shall have afforded PURCHASER or its representatives
access to the Property. PURCHASER or its representative may
conduct a physical inspection (which includes soil tests) of the -
Property. PURCHASER's inspection of the Property shall not, in'
4�
a1hy event, extinguish, reduce or otherwin affeot any aatraety
AM representation made by SELLER hereof or any Other pto*16t6ft
of this Agreement.
7. TITIA AND CLOSING
(a) SELLER, at its sole Trost and expense. shall deliver or
cause to are delivered to PURCHASER the follovingt
(1) General Warranty Deed fully executed and
acknowledged by SELLER, conveying to PURCHASER the
Property.
(Li) Current certificate issued by company aooeptable
to PURCHASER reflecting that no Uniform Commercial
Code filings, chattel mortgages, assignments,
pledges, or other encumbrances have been filed and
that the personal property or fixtures covered by
this Agreement are free and clear of all liens.
(iii.) Evidence satisfactory to PURCHASER and the Title
Company that the persons executing and delivering
the Closing documents on behalf of SELLER have
full right, power and authority to do so.
(iv) Certificate executed by SELLER stating that, as of
the Closing Date, each of SELLER's representations
and warranties set forth in Section 3 hereof is
true and correct.
(v) Such other instruments as are customarily executed
'
in Florida to effectuate the conveyance of ,
property similar to the Property. with the effect
that, after the Closing, PURCHASER will have
succeeded to all of the rights, titles and
Interests of SELLER related to the Property and
SELLER will no longer have any rights, titles, or
interests in and to the Property, other than
pursuant to the liens seouring payment of the
Note.
(b) PURCHASER at its sole cost and expense shall obtain an
Owner's Policy of Title Insurance in the amount of the
Purchase Price, containing survey coverage, issued by
{
Title Company (with such reinsurance as PURCHASER may
require). insuring that PURCHASER is the owner of the
.}.
Land and Improvements subject only to the Permitted
-
Title Exceptions, any liens that are granted by _
PURCHASER in connection with its purchase of the
Property hereunder, and to the standard printed
exceptions (excluding survey exceptions) included in a
Florida Standard Form Owner's Title Policy provided,
however. that (a) the standard exception for
discrepancies, conflicts, or shortages in area shall be
deleted except for "shortages in area", (b) such policy
'
shall have "None of Record" endorsed regarding
restrictions except for restrictions that are Permitted
—�
Title Exceptions. (o) the rights of parties in
possession shall, be limited only to those holding under
the Leases, and (d) the standard exception for taxes
shall be limited to the year in which the Closing
occurs, marked "not yet due and payable", and
subsequent years and subsequent .assessments for prior
years due to change in land usage or ownership.
PURCHASER shall give SELLER written notice within
the
twenty (20) days of receipt of the Commitment that 7.
condition of title or the recorded documents as set
. t
forth in such Title Report are unacceptable to .
PURCHASER. Such notice shall, further state whether
I
PURCHASER elects to allow SELLER to oure suoh title
t
defects or to consider this Agreement to be null and
void. SELLER shall have thirty (30) days from receipt
of written notice of title objections to eliminate or
modify all such unacceptable matters to the reasonable
satisfaction of PURCHASER. In the event SELLER to
unable to satisfy PURCHASER's objection to the title in
said thirty (30) day period, and PURCHASER does not
waive such objections. this Agreement shall be null and
void for all purposes.
(a) Closing hereunder shall take place upon ten (10) days
written or oral notice from PURCHASER to SELLER anytime
between dune 1, 1989 and September 30, 1989. unless an
alternative date of Closing is agreed to by PURCHASER
and SELLER in writing.
(d) At the Closing, PURCHASER shall deliver to SELLER the
Purchase Price.
(e) In addition, each party will provide to the other any
document necessary or reasonably requested in order to
confirm the proper authority of such party to
consummate this transaction.
(f) All recording costs shall be paid by PURCHASER. All
other expenses incurred by SELLER or PURCHASER with
respect to the Closing (not otherwise specifically
designated elsewhere in this Agreement) shall be borne
and paid exclusively by the party incurring the same.
(g) SELLER shall pay all costs and liabilities relating to
the Property that arise out of or are attributable to
the period prior to the Closing Date. SELLER shall
have the right to receive all proceeds relating to the
Property that are allocable to the period before the
Closing Date unless otherwise provided for in this
Agreement, and PURCHASER shall have the right to
receive all proceeds relating from and after the
Closing Date. PURCHASER shall pay all costs and
liabilities relating to the Property that arise out of
or are attributable to the period after the Closing
Date, except such costs and liabilities that arise out
of or result from a breach by SELLER of its
representations and warranties set forth in Section 3
hereof.
(h) Upon completion of the Closing, SELLER shall deliver to
PURCHASER possession of the Property free and clear of
all tenancies of every kind and parties in possession,,
with all parts of the Property in the same condition an
on the date hereof.
The Closing is contingent upon PURCHASER receiving:
(a)
From the holder(s) of the existing lien(s) an estoppel
letter which reoites:
(i) the full amount of the unpaid principal balance of
the existing note(s);
(ii) the amount of the next accruing payment of
principal and interest under the said note(s) and
confirmation that such payment will not be due
until the immediately succeeding month;
(iii) the holder's confirmation that
current;
M!0-
mom_
(b) In the event the items Ifi (a) Arphot Avallahie froil
the holder of the superior mortgage. then SEALER shall
lve its affidavit as to each of the items set forth its
a) above and provide copies of all available outoolled
checks reflecting payments made to the superior lien
holder since the inception of the lien.
9. AE ZDAVIT BY BELLES :
The Closing is contingent upon PURCHASER receiving from
SELLER an affidavit which recites:
(1) that no Leases or management oontraoto are is full
force and effect,
(ii) that no tenant or person other than SELLER has Any
interest in the property other than a leasehold
possessory interest.
10. PRORATION3:
All normal and customarily proratable items, inoluding
Without limitation real estate and personal property taxes,
utility bills, insurance premiums and interest, shall be prorated
as of the Closing Date. SELLER being charged and credited for all
of same up to such date and PURCHASER being charged and credited
for all of same on and after such date. All Impositions which
are now a lien with respect to the Property shall be paid by
SELLER. If the actual amounts to be prorated are not known as of
the Closing Date, the prorations shall be made on the basis of
the best evidence then available, and thereafter, when actual
figures are received, a cash settlement will be made between
SELLER and PURCHASER. The provisions of this Section it shall
survive the Closing.
11.
Risk; of loss until the Closing shall be borne by SELLER. In
the event that damage or destruction of the Property or any part
thereof, by fire or other casualty, occurs prior to the actual
Closing of the transaction contemplated hereby (whether or not
PURCHASER has beneficial title to the property), the PURCHASER
shall, at its option, elect one of the following: (I) to oanoel
this Agreement, or (ii) to close this transaction as provided
herein and accept as assignment of such insurance proceeds as may
be due to SELLER as a result of such casualty.
12.
None of the warranties or representations made by SELLER in
this Agreement. or in any certificate or other document to be
prepared and delivered by SELLER in conjunction with the
satisfaction of provisions of this Agreement, contains or will
contain any untrue statement of a material fact or omits or will
omit such statements or information as may be required in order
to prevent any information contained herein or therein from being
materially misleading. There is no fact known to SELLER which
relates specifically to and materially adversely affects the
Property. SELLER will give prompt notice to PURCHASER if, at any
time prior to the Closing, there is (or as to past events SELLER
discovers) a material change in any state of fact, or the
occurrence, non000urrenoe or existence of any event, which makes
any representation or warranty made to PURCHASER not true and
correct in all material respects, it being the intention of the
parties that SELLER will engage in a continuous disolooVse
process to PURCHASER with reopeot to the Property from the duty
of this Agreement through the Closing Date. sy$`
Sri{
z • s ; ,� tea' � 'z^- .x .
srs g�g3
1 CLt�T I BLUR:
In the event that SELLER should fail to consummate this
Agreement for any reason except PURCHASER's default or
termination of thin Agreement. PURCHASER may enforce the specific
performance of this Agreement.
14. SURVIVAL CF wARRANTIE�._R&ERESENTA IONS -A CAVERAN.TB: _
All warranties, representations and covenants made by SELLER
In this Agreement and in any document, instrument or certificate
executed and delivered pursuant hereto shall survive. and shall
not be merged or extinguished by, the Closing or any
investigation made by or on behalf of either party hereto, save
and except the warranty and representation of good and marketable
title to the Property contained in Section 2 hereof which shall
not survive the Closing as a warranty and representation of this
Agreement, but rather shall be contained in and exist as a result
of the General Warranty Deed, to be delivered pursuant to Section
7(o) hereof. In the event any of the warranties, representations
or covenants made by SELLER in this Agreement are inaccurate,
PURCHASER shall be entitled to damages incurred by PURCHASER as a
result of the falsity of such warranty, representation or
covenant.
If within five (5) days of the Closing Date any or all of
the requirements and obligations set forth in this Agreement have
not been satisfied, and, satisfaction thereof has not been waived
In writing by PURCHASER. PURCHASER shall have the right to
terminate this Agreement by the giving of a written notice of
termination to SELLER at any time before the Closing Date. If a
notice of termination is timely given under this Section 18, this
Agreement shall terminate. whereupon neither party shall have -any
further rights, duties. liabilities or obligations hereunder. nor
shall PURCHASER have any rights, titles or interests (equitable
or other) in or to the Property.
16. ASSIGNMENT:
PURCHASER shall have the absolute right and authority to
assign this Agreement and all of his rights. hereunder to any
person, firm. corporation or other entity, and any such assignee
shall be entitled to all of the right and powers of PURCHASER
hereunder.
17. ACCEPTANCE:
This Agreement shall become null and void if it is not -
accepted by PURCHASER on or before 6:00 P.M. on the lot day of
June, 1989, by returning a fully executed counterpart of this
Agreement to PURCHASER. It is further understood that thin
Agreement is subject to the approval of the City Commission.
18. CONDITION PRECEDENT:
This Agreement may become voidable by PURCHASER. at the
PURCHASER'S sole discretion, in the event that:
(a) On or before September 30, 1989, PURCHASER is unable to
either purchase or have a fully executed contract to
purchase each and every parcel set forth in Exhibit B.
or any combination thereof which PURCHASER deems
necessary, in its sole discretion, to effectuate its
desired development.
(b) A warranty, representation or covenant set forth in
Section 3 of this Agreement is not true or aoourAte
prior to the Closing Date.
-7-
_
to)
E'er
Any hazardous material (Including, but hot limited to#
asbestos), waste or toxic substance is stored or toubd
in or on the Property or any part thereof. In the
event that PURCHASER determines there is any hazardous
material. waste or toxic substance Found in or an the
Property. PURCHASER. as an alternative to voiding this
Agreement, may take any corrective actions necessary to
remove or elim ate such hazardous material, waste of
toxic substance. at its sole cost *00211
19. S=RAGE_FEES:
SELLER agrees that Broker shall be entitled to. and SELLER
hereby agrees to pay Broker, a real state commission on the
Purchase price of the Property sold to PURCHASER. "Sale" and
"Sold" are defined as the oonveyance of the Property by deed and
delivery of same (at closing) together with complete
disbursements of all funds to the respective parties. The sales
commission shall be payable by the SELLER out of the closing
proceeds. The commission payable u de the provisions of this
Agreement shall be calculated as percent ( 096) of the
Purchase Price of the Property.
Each party represents to the other tha o her broker
other than Broker have been in this transaction. It is agreed
that if any claims for brokerage commissions or fees are every
made against SELLER or PURCHASER in connection with this
transaction, all such claims shall be handled and paid by the
party whose actions or alleged oommitments form the basis of such
claim. It is further agreed that each party agrees to indemnify
and hold harmless the other from and against any and all such
claims or demand with respect to any brokerage fees or agent's
commissions or other compensation asserted by any person, firm,
or corporation in connection with this Agreement or the
transactions contemplated hereby.
20. ENTIRE AGEZFJ iT:
` This Agreement represents the entire agreement between the
parties and may not be changed orally but only by an agreement in
writing signed by both parties.
21. APPLICABLE -LAY:
This Agreement shall be construed in accordance with the
laws of the State of Florida.
22. TIME QE_ESHOGE:
Time is of the essence as to performance of all obligations
under this Agreement.
23. X=1=1:
Any notice required or permitted hereunder shall be in
writing and shall be deemed to be delivered upon reoeipt by
certified mail, postage prepaid. addressed to the parties as
follows:
_
(a)
If intended for SELLER.
to:
David Abraham.
Jr.
'r
o/o Riohard M.
Basila
k
B27 Southwest
27th Road
Miami, Florida
33129
x
f FOU Y N 4'44, y# 4 i qfr nq•M-'tyL,#3d '.t d
s
Si 5
X$i
t
David Abraham, J
o/o The Leather Gallery Ltd.
2400 Park Road
Suite J
Charlotte, North Carolina 26203
and
ion C. Chassen, Esq.
olo Kelley Drye V Warren
Miami Center
100 Chopin Plaza, 24th Floor
Miami. Florida 33131
(b) If intended for PURCHASER. to:
City of Miami
Attention: Herbert J. Bailey, AGQistant City Manager
Department of Development
300 Biscayne Boulevard Way
Suite 400
Miami, Florida 33131
With a Copy to:
Jorge L. Fernandez —
;; City Attorney
One Southeast Third Avenue
1100 AmeriFirst Building
Miami. Florida 33131
24. AMENDMEN�ND WAIVER:
This Agreement may be amended or changed only by written
document duly executed by SELLER and PURCHASER, and any alleged
amendment or change which is not so documented shall not be
effective as to either party. Provisions of this Agreement may
be waived by the party suchhereto waiver whichis
iwriting. eexecuted by d to the benefit
thereof by evidencing
party.
25. ATT0MX S FEES : —
SELLER and PURCHASER agree to pay their Own respective
attorney's fees.
26. FURTHER ASSISTANCE:
At any time or times after the date hereof, SELLER shall
execute. have acknowledge and deliver to PURCHASER any and all —
instruments, and take any and all other action as PURCHASER may
reasonably request
evidence
the orperfect
andthe
purposesof transfer
f the
this
Property or to effectuate
Agreement.
EXECUTED as of the above date and year first written. -
4
WITNESSES AS TO SELLER: SELLER: David Abraham. Jr,°
{. VM
By• kni �hii
x Dav d Abraham
r. �wMIZW+.1-+V'1T
,�,. 90P,
z}rSi "r
a a�
m 4
M e��
a
�a
rq
Aft" alSON
ly38J°`V ,� VhVVii t'
florids,
and
+l08 North, east lot �effike
Masi' Florida
fsa,
t I
North 100 fft. Of Loth
Block 78 LosB North 88 ft 60
Nast 10 ft. of Lot i;
Miami North; PH Pg. 41
and
South 60 f t • of Lots 1 0 2
i ,°rsl less 10 ft.
of Lot i to
Les
s
, R/ - 8� ook 78: Mi8:a1 ltorth#
rPg. 41
OR
f
t I
PAOPRRTY
,Ohl, D"O
W25 AN.
�.� �.............�•..., ., vv•ara uvr ava pr ..aa Nvv cv va 4.aaao 1./GaL aiya aliai� 1 °'
Purchaser and Seller contemplate and agree that seller may elect
to reform this Agreement, by notice to Purchaser and consistant {
with the terms of this paragraph, at anytime reasonably prior to
closing, into one for an exchange of like -kind proportion."
Purchaser and Seller contemplate that a title company will act as
true Purchaser of the Property from Seller to receive title to the
Property and transfer it to the Purchaser and to cooperate with thQ
Seller in the acquisition and transfer of the like -kind property
to the Seller. If the contract is not amended as contemplated
herein by the closing date, the contract shall be binding and shall
be enforceable by the Purchaser as written. The Purchaser and
Seller contemplate that this contract shall be reformed into a
binding contract for exchange. The use of terms such as
"purchase," "sale," "sell," "Seller," and "Purchaser," etc., are
for the ease and convenience of the parties in the drafting of this
Agreement and no intent exists on the part of the parties to this
Agreement to characterize this transaction as a sale and not as a'
like -kind exchange as contemplated in this addendum. `.
}
INITIALS: ,
V'�}
7 t'tF v 8' "fit °ft a� rt 4 ;d°^pia. eller a' Fk nt i ,
a
..._._
------- -----
aRCM AUDOM TO
AMMMT OP MMMS ANb SAU 82M
OWN ARR,' #M* as Personal Representativa, (*sailer*)
-
and
CITY or MIAMI, ("buyer")
This second addendum is hereby made a dart of the Agreement
of Purchase and Sale ("Contract") entered into as of the 88th day
Of May, 1988, by and between David Abraham, Jr., as Personal
Representative of the Estate of Mohammed Abraham, Deceased, and as
Trustee of the Residuary Trust created by the Will of Mohamed
Abraham (hereinafter referred to as "Seller"), and tha• City Of
Miami, a municipal corporation of the state of Florida (hereinafter
referred to as "Buyer"). Paragraph References are to those in the
Contract. In event of conflict, this Addendum shall control.
Paragraph 1.11
The definition of "permitted title exceptions" shall
f
include "restrictions, prohibitions and other
E
requirements imposed by governmental authority,
j
restrictions and matters appearing on the plat or
_
otherwise common to the subdivision; public utilities
t f d• med morm t a es and urchaae ane
easemen o A. assu g g p y
mortgages, if any". Buyer shall also take title subject
to existing zoning.
Paragraph 5.
This section is deleted.
Paragraph
Par aph
Paragraph
7. Title and closing
(a) (i) Conveyance shall be by personal representative's
or trustee's deed.
(a) (ii) This item is deleted, as it does not apply to
vacant property.
(c) Closing shall take place at a mutually agreed upon time at the office of Seller's attorney.
(d) Purchase price shall be paid in cash or cashier's
check.
(f) Documentary Stamp Tax and Surtax shall be paid by
Buyer.
10 Pr,,2ritions
Real state taxes for -the year of closing shall no a
p rated, and shal�i5e Buyer's responsibility. '
14. -
Buyer must be satisfied with its title insurance as to
marketability of title as there is no such warranty in
a personal representative's or trustee's deed.
Paragraph 15. Termination
Buyer's right to terminate the contract
paragraph must be exercised, if at all,
31, 1989.
1
f '(Y •-[, } 14 Kd%': Y
}
r,
t# ar
#,.. ±ma`s �� �'
P hx`'
fr+':rl �4`�f
_a
3
t t
�
�
x
1�
2
?
t.�5a
►s/�a
-2JW
36983, DO
i
E
g:
F
ill;
L,.
�z
r
� {R
t
ix
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT, made and entered into this day of
A. D. 1999, by and between JAMES KIRK, JOAN K.
DURKIN and thOBARA RYAN (hereinafter referred to as Sellet)
and the CITY OF MIAMI, a municipal corporation of the State
of Florida thereinafter referred to as Purchaser).
WITNESSETH!
WHEREAS, Seller is the owner of certain land and
Improvements located in bade County, Florida (Exhibit "A"); and
WHEREAS, the Seller is the successor in interest to the
Lessor in a certain 99 Year Lease, dated December 27, 1962,
which encumbers the land; and
wHER£AS, the Seller desires to convey its interest in
the land to the Purchaser, upon the terms and conditions
herein set forth.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Seller and
Purchaser execute this Agreement to evidence all of the
terms, provisions and conditions upon which Seller is willing
to sell unto Purchaser, and Purchaser is willing to acquire,
the said land, improvements and related property.
1. AGREEMENT TO SELL AND PURCHASE:
Subject to and in accordance with the terms of this
Agreement, Seller hereby agrees with Purchaser to sell and
convey good and marketable title to the property unto
Purchaser, and Purchaser hereby agrees to purchase and accept
good and marketable title to the property from Seiler.
2. GENERAL WARRANTIES, REPRESENTATIONS AND COVENANTS OF
SELLER:
Seller hereby represents to the Purchaser that the facts
recited below are true and correct as of the date hereof and
will be true and correct as of the date of closing:
(a) Seller has good and marketable title to the
subject property, and Seller is the true and lawful owner of
the Lessor's interest in the 99 Year Lease, above mentioned.
(b) To the best of the knowledge and belief of the
Seller:, no default exists in connection with the said 99 Year:
,.gEY316}N M 1EN15. A'TTORNC LS AT 1_'LW. 199 OQICtIfl.l, PLAT^. 6-i Vre ?At. It
-1583- . ,
Lease on the part of the sellet.
(c) seller has no knowledge of any pending
condemnation or similar ptoceeding atfocting the property at
any portion thereof.
(d) There is no action, suit, ptoceeding or data+
against Seller which would affect the property now pending or
being prosecuted, nor has any such action or slit been
threatened or asserted to Seller's knowledge+ }
3. OPERATIONS FUNDING CLOSING:
Doting the period between the date of this Agreement and
the date of closing, Seller agrees:
(a) To make no cnanges In Lilt: vwlm&�...t+
of the subject property, nor to encumber the same.
(b) To comply with Seller's obligations, as
Lessor, under the 99 Year Lease and to take no steps to cause
a breach thereof on the part of the Seller.
4. TITLE AND CLOSING:
(a) At the closing, Seller shall, at its own cost
and expense, deliver or cause to be delivered to the
Purchaser the following:
i. General warranty Deed, fully
executed and acknowledged by Seller, conveying to Purchaser _
good and marketable and insurable title to the property.
ii. Assignment of the Lessor's
Interest in the 99 Year r,ease to the purchaser or executing
and delivering such documents as may be reasonably required
by the Purchaser to effectively cancel the 99 Year Lease,
upon agreement with the 99 Year Lessees.
(b) Closing hereunder shall take place upon ten
(10) days written,or oral notice from Purchaser to Seller
anytime between June 1, 1989 and July 17, 1989, unless an
alternate date of closing is agreed to by Purchaser and
Seller, in writing.
(c) At the closing, Purchaser shall deliver to
Seller its portion of the purchase price, to -wit: THREE r
HUNDRED THOUSAND (}300,000.00) DOLLARS.
1• (tRF?45TfIN 6 LEWIS AT'If1RNEVS AT Law. IV-) bAICKJ!LGPLASA, %kJlTME ?at:N{OMI,f�n91f?�+ ��1Ci—`.7 '
(d) All recording costs shall be paid by
purchaser, including recording, Documentary Stamps. etc.,
(e) Seller shall have the right to receive all
proCeeds relatng to the property that are allocable to the
Period before the closing date, unless otherwise provided fot
in this Agreement, except such costs and liabilities that
arise out of or as a result from a breach by Seller of its
representations and warranties set forth above herein.
(f) Seller shall pay all costs and liabilities
relating to the property that arise out of or are
attributable to the period prior to the closing date.
S. PRORATIONS:
Inasmuch as the 99 Year Lease is a net Lease which
requires the Lessor's Assignee to pay all of the taxes and
other expenses of the property, there are no prorations to be
made at the closing applicable to the Seller, except that
Seller is entitled to receive its prorata share of the rental
stipulated in the 99 Year Lease, up to the date of closing.
6. FULL DISCLOSURE:
None of the warranties or representations made by Seller
in this Agreement or in any certificate or other document to
be prepared and delivered by Seller in conjunction with the
satisfaction of provisions of this Agreement contains or will
contain any untrue statement of a material fact or omits or
will omit such statements or information as may be required
in order to prevent any information as may be required in
order to prevent any information contained herein or therein
from being materially misleading. There is no fact known to
Seller which relates specifically to and materially adversely
affects the property. seller will give prompt notice to
Purchaser if, at any time prior to the closing, there is
(or as to past events Seller discovers) a material change in
any state of fact, or the occurrence, non-occurrence or
existence of any event, which makes any representation or
warranty made to Purchaser not true and correct in all
material respects, it being the intention of the parties that
-3-
89--583
•'•_IiENG7pIN A I.CWIS. AI tnnrye vS A LAW, 7119 6R-f..I ELL. FLAX. SUITE )A&MIAW,♦t-ORIQA 1113t
Seller will engage in a continuous disclosure process to
putchaset with respect to the property from the date of this
Agreement through the closing date.
1. DEFAULT BY .SELLER:
In the event that Seller should fail to consummate thi*
Agteement tot any reason, except Purchaser's default or
termination of this Agreement, Purchaser may enforce the
specific performance of this Agreement.
8, DEFAULT BY PURC14ASER:
In the event that Purchaser should fail to consummate
this Agreement for any reason, except Seller's default or
termination of this Agreement, Seller may enforce the
Specific performance of this Agreement.
9. TERMINATION:
If within five (5) days of the closing date any or all
of the requirements and obligations set forth in this
Agreement have not been satisfied and satisfaction thereof
has not been waived in writing by Purchaser, Purchaser shall
have the right to terminate this Agreement by the giving of a
written notice of termination to Seller at any time before
the closing date. If a notice of termination is timely given
under paragraph 12, this Agreement shall terminate, whereupon
neither party shall have any further rights, cluties,
liabilities or obligations hereunder, nor shall Purchaser
have any rights, titles or interests (equitable or other) in
or to the property.
10. ASSTGNMENT:
Purchaser shall have the absolute right and authority to
assign this Agreement and all of its rights hereunder to any
person, farm, corporation or other entity, and any such
Assignee shall be entitled to all of the rights and powers of
Purchaser hereunder.
— 11. ACCEPTANCE:
This Agreement shall become null and void if it is not -
accepted by Seller on or before 5:Oo o'clock, P. M., on or
f
before June 20, 1989, by returning a fully -executed
;t
-4-
89'� 58
5 •rgFn,>;r�IN 1. "WIS. ATTI`eRNFY$ AT LAW, 799 GIRICNELL PLAZA. 10R. MIAMI. PLO9116A73131
couhtetpatt of this Agreement to Purchaser* in the event
this Agreement is executed by the Sellet and delivered to the
Purchaset and in the event the purchaser shall fail to
execute and deliver this Agreement to the Seller's attorney
on of before June 30, 1989 (or five (5) days after the
te+ceipt thereof from the Sellet), then this Agreement shall
become null and void.
it is further understood that this Agreement is subject
to the approval of the City Commission.
12, CONDITIONS PRECEDENT:
This Agreement may become voidable by Purchaser, at
Purchaser's sole discretion, in the event that on or before
September 30, 1989, Purchaser is unable to either purchase or
have a fully-pecuted Contract to Purchase each and every
parcel set forth in Exhibit B or any combination thereof,
which Purchaser deems necessary, in its sole discretion, to
effectuate its desired development.
13. BROKERAGE:
The parties represent each to the other that no broker
was instrumental in bringing about this transaction. in the
event any broker claims to be the procuring cause of this
transaction, the party through whom said broker is claiming
shall indemnify and save the other harmless of and from any
or all claims or demands of any such broker, including
attorney's fees and Court costs, if any, should this be
required to defend against such claims.
14. ENTIRE AGRI i MENT:
This Agreement constitutes the full and complete
understanding and agreement of the parties, And it may not be
modified, except in writing, subscribed to by all of the
parties hereto.
15. APPLICABLE LAWt
This Agreement shall be construed in accordance with the
laws of the State of Florida.
16. TIME OF ESSENCE:
t
Time is of the essence as to performance of all
Srq+NF,NSTCIN L LEW$%. ATT0F%NE',SAT LAW. 799 99t1CKffLL PLA?A..Ss Wrif 702. YI0%M1, Ft-OR10A SSM
}
obligations under this Agteement.
1l. NOTICES:
Any and all notices or ether communications requited et
Permitted by this Agreement or by law to be served on or
given to either patty hereto, the Seller or the Purchaser, by
the other party hereto, shall be in writing and shall be
deemed duly served and given when personally delivered to the
party to whom it is directed, or in lieu of such personal
service, when mailed via Certified Mail, Return Receipt
Requested, addressed to the Seller at:
MARVIN W. LEWIS, ESQUIRE
799 Brickell Plaza, #702
Miami, Florida 33131-2704
or the purchaser at:
THE CITY OF MIAMI
Attention Herbert J. Bailey
Department of Development
300 Biscayne Boulevard Way, #400
Miami, Florida 33131
With a copy to
LINDA KELLY KEARSON
Assistant city Attorney
One S. E. Third Avenue, #1100
Miami, Florida 33131
Either party may change its address for the purposes of this
paragraph by giving written notice of such change to the
other party in the manner provided in this paragraph.
18. AMENDMENT AND WAIVER:
This Agreement may be amended or changed only by written
document, duly executed by Seller and Purchaser, and any
alleged amendment or change which is not so documented shall
not be effective as to either party. Provisions of this
=
Agreement may be waived by the party hereto which is entitled
_
to the benefit thereof by evidencing such waiver in writing.
19. ATTORNEY'S FEES:
Seller and Purchaser agree to pay their own respective
-
attorney's fees with regard to the negotiatons and the
-
— execution of this Agreement and costs associated with the
closing. In the event litigation should arise out of this
Agreement, the prevailing party shall be entitled to=
reasonable costs, including attorney's fees and Court ColstB.
89-583
r
r
,.,01gi,NS7E1N 6 LeWIS. Ar*C>NNEV S AT LAW. 799 DRYtF_4!_ v1_qtA, 6LnTQ.7Ap. MIAM1.1`LARi0A 13171 '
r
At ehi time or tiles after the gate bettor# Seller shall
`010tlte, have acknowledged and deliver to purchaser any and
all instruments anti take any and all other Action as
#dtchaaer may reasonably tequest to evidence or perfect tb*
transfer of the property or to effectuate the intents and
purposes of this Agreement,
21. ApppoVALS I
In the event the approval of seller and/or Purchaser is
required during the period prior to closing# such approval
shall not be unreasonably withheld or delayed. IN WITNESS WHEREOF, the parties have hereunto set their
bands and seals to this Agreement, the day and year first
above written.
In the presence of:
DAME KIRK -
JOAT—
WARN
'.CITY OF MIAMI -
aYt CESAR H. ODIO, City M 9e
'ATTESTS
F;
MATTY RAI, C ty er
H
APPROVED AS TO FORM AND
411
a k
CORRECTNESS:
• :, .. , R"� rya' �i•.i 1� � i,'r > , a'�t r ,�'Ak�S.
Cray Attorneyzi Rxtis+��; $Fa+�:
p .F
p!7, `. h
t t i 3- poic ,`rc', r
f
7.
1l11t } 2H
>aMsTr,�N i a E
N•: ATTONMFV$ATL.AW.#V4soPCKE14pl.AL4.$4!lT��P�tM16AR1rI1A1l�A11111,
Y
SPECIFIC POWER OF Al"MY
THE STATE OF TEXAS §
COUNTY OF HARDIN 5
I, HARRY M. BROWN, of 150 Johnson Road, Kountte, Hardin
County, Texas, 77625► do hereby appoint WAL'TER R. BROWN, of
27 North Madison, Tulsa, Oklahoma, 74106, my attorney in
faot, for me and in my name, place, and stead, to grant,
bargain, sell convey, or lease, or contract for the sale,
conveyance, or lease, of the following described property
owned by me:
BEING Lot No. Three (3) less the North Ten
(10) Feet (N.101) thereof, all of Lot No.
Eighteen (18), and the South One Hundred
Feet (S.1001) of Lots Nos. Nineteen (19) and
Twenty (20), in Block Seventy-eight (78)
NORTH, CITY OF MIAMI, according to the Plat
thereof as recorded in Plat Book "B", at Page
41 of the Public Records of Dade County,
Florida.
My attorney in fact is hereby empowered and authorized to
grant, bargain, sell, convey, or lease, or to contract for
the sale, conveyance, or lease of any or all of the
above -described lands to any person for such price or prices,
and on such terms, as he may deem proper, and in my name to
make, execute, acknowledge, and deliver a good and sufficient
deed or deeds of conveyance, lease, or other instrument
necessary to effect such sale, conveyance, lease, or
agreement.
I further grant to my attorney in fact full power and
authority to perform all acts necessary to be done in and
about the premises, as fully as I could do if personally
present.
I hereby authorize my attorney in fact to ask for,
demand, sue for, collect, recover, and receive all moneys
which may become due and owing to me by reason of such
conveyance, whether by deed, lease, contract, or other
instrument.
I further authorize and empower my attorney herein
named, in my name or otherwise, to ask for, demand, sue for,
collect, and recover any and all sums that may be due to me
on account of any damage that may have arisen by reason of
trespass or other injuries to any of the lands belonging to
me situated as above mentioned or as herein described. I
hereby give to my attorney full power and authority to sue
and prosecute in my name or otherwise in any court, and in _
the manner by him deemed most advisable, the party or parties
for such trespass or injury to the above mentioned or
described lands, with authority to pursue the same to -
judgment, and when necessary to collect the sums recovered by
execution, or in any other mode or manner that my attorney
may consider advisable.
I further give to my attorney full power and authority
to appoint a substitute to perform any of the acts that my
attorney is by this instrument authorized to perform, with
the right to revoke such appointment of substitute at
pleasure. I hereby give and grant to my attorney or his
substitute full power and authority to do and perform
everything proper and necessary to carry out and execute such
power as I would do if personally present and acting in the
premises.
UNDER MY HAND AND SEAL OF OFFICE on this the 2nd
1989 .
l hereby revoke all Specific powers of attn#ney byft
hetetofore made authotilihj any pet§Oh to do Any act ttlA tive
to the above -mentioned and described lands, or ably pAtt
thereof, hereby ratifying and conf itming whatsoever the
herein appointed attorney, or any of his subatituteA
appbhted by him, may do in the premises by virtue hereof.
The rights, powers, and authority of my attorney in fact
to exercise any and all of the rights and powers herein
granted shall commence and be in full force and effect on
June 2, 1989, and such rights, powers, and authority shall
remain in full force and effect thereafter and shall only
terminate upon written notice.
DATED June 2, 1989.
HARRY M. BROWN
THE STATE OF TEXAS �
COUNTY OF HARDIN �
BEFORE ME, the undersigned authority, on this day
personally appeared HARRY M. BROWN, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
GIVEN
day of June,
Mra.► sM�.r+u. tNt
p
w
_
T141S AGREEMENT OF PURCHASE AND SALE entered into as of the
day of , 1989, by and between Walter
Brown and Harry Brown (hereinafter collectively referred to as
"SELLER'S LESSEE") and the City of Miami, a municipal. corporation
of the State of Florida (hereinafter referred to as "PURCHASER").
W I T N E S S E T H
WHEREAS, SELLER'S LESSEE has a leasehold interest in certain
land*improvements located in Dade County, Florida ("Land") and an
option to purchase the fee; and
*and
WHEREAS, SELLER'S LESSEE and PURCHASER desire for there to
be conveyed to PURCHASER all interest in the said Land, all on
terms more fully set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed,
SELLER'S LESSEE and PURCHASER execute this Agreement to evidence
all of the terms, provisions and conditions upon which SELLER'S
LESSEE is willing to sell unto PURCHASER, and PURCHASER is
willing to acquire, the leasehold interest in said Land, _
improvements and related property.
1.01 "Agreement" shall mean this Agreement of Purchase and
Sale and any amendment hereto made in accordance with
the provisions of Section 28 hereof.
1.02 "Broker" shall mean Allan White of Commercial Realty
Alliance, Inc.
1.03 "Closing" shall mean the occurrences of the events
described in Section 7 hereof. "ClosingDate" shall
mean the date the Closing occurs.
1.4 "Contract Rights" shall mean any and all rights which
SELLER'S LESSEE may have in connection with the design,
construction, ownership, use, management, leasing,
maintenance, service, insurance, or operation of the
Improvements, including but not limited to service or
utility contracts, warranties, guarantees, indemnities
and claims, and any and all rights, titles and
interests SELLER'S LESSEE may have in and to any plans,
drawings or specifications with respect to the
Property, but excluding the Leases and any rights
SELLER'S LESSEE may have against PURCHASER as a result
of this Agreement.
1.05 "Governmental Authority" shall mean any and all courts,
boards, agencies, commissions, offices or authorities
of any nature whatsoever of any governmental unit
(federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.
1.06 "Impositions" shall mean (a) all real estate and
personal property taxes, assessments, charges, excises
and levies (and any interest, costs or penalties with
respect thereto), general and special, ordinary and
extraordinary, foreseen and unforeseen of any kind and
nature whatsoever which at any time prior to the
Closing shall be assessed, levied, charged or imposed
upon or with respect to the Property, or any portion
thereof, or the ownership, use, occupancy or enjoyment
thereof and (b) all charges for any easement, license,
permit or Agreement maintained for the benefit of the
Property. t
1.07 "improvements" shall mean all buildings, structures#
parking areas and other improvements located upon the
Lend.
1,00 "indebtedness" shall mean any and all indebtedness
secured by liens on the Property. "Indebtedness
Documents" shall mean any and all documents delivered
to PURCHASER prior to the Closing and evidencing or
securing the Indebtedness.
1.09 "Land" shall mean that certain tract of land more fully
described on Exhibit "A" attached hereto.
1.10 "Leases" shall mean only the leases attached as Exhibit
C hereto, together with all addenda, supplements,
waivers, amendments or other Agreements (written or
oral) which, in any respect, vary the terms thereof.
Leases include that certain lease dated December 27p
1962 pursuant to which Tamiami Trail Tours, Inc. is
Lessee.
1.11 "Legal Requirements" shall mean (a) any and all
judicial decisions, orders, injunctions, writs,
statutes, rulings, rules, regulations, permits,
certificates or ordinances of any Governmental
Authority in any way applicable to SELLER or the
Property, including but not limited to any of the
aforesaid dealing with the design, construction,
ownership, use, management, leasing maintenance,
service, operation, insurance or condition of real
property, including zoning or environmental matters,
(b) the Indebtedness and the Indebtedness Documents,
(c) any and all insurance requirements and (d) any and
all other documents, instruments or Agreements (written
or oral) relating to the Property or to which the
Property may be bound or encumbered.
1.12 "Property" shall mean the Land, the Improvements, the
Leases, the Contract Rights, the Security Deposits and
Related Personalty and all rights, titles and interests
appurtenant thereto.
1.13 "Purchase Price" shall mean the sum of One Million Five
Hundred Thousand Dollars ($1,500,000), which shall be
paid in readily available funds at the Closing by the
PURCHASER.
1.14 "Related Personalty" shall. mean all personal property
owned by SELLER or any person which controls, is
controlled by or is under common control with SELLER
and which is located on or relates to the design,
construction, ownership, use, management, leasing,
maintenance, service, operation or insurance of the
Property, and shall include without limitation the
Plans and Specifications and all books, records, lease
files, licenses, permits, certificates of occupancy (to
the extent assignable), keys, furniture and equipment,
supplies and maintenance equipment, window screens and
shades, drapes, rugs and other floor coverings,
awnings, HVAC systems, garbage disposals, dishwashers,
refrigerators and recreational equipment and facilities
of all kinds.
1.15 "Security Deposits" shall mean all of those deposit
made by tenants to SELLER as landlord under the Leases.
1.19 "Title Exception" shall mean and include but not be
limited to any Lien, mortgage, security interests
encumbrance, pledge, assignment, claim, charge, lease
(surface, space, mineral or otherwise), conditions
restrictive, reservation, option, conditional sale
contracts, right of first refusal, restrictive
covenant, exception, easement (temporary or permanent),
right-of-way, encroachment, overlap or other
outstanding claim, right, title, interest, estate or
equity of any nature whatsoever. "Permitted Title
exceptions" shall mean only the Tenant Leases and those
Title Exceptions reflected on Exhibit D hereto and such
other Title Exceptions subject to which PURCHASER
agrees, through written notice to SELLER or by virtue
of paragraph 7(b) hereof, to take title to the
Property.
Subject to and in accordance with the terms of this
Agreement, SELLER'S LESSEE hereby agrees with PURCHASER to sell
and convey its leasehold interest in the Property unto PURCHASER,
and PURCHASER hereby agrees to purchase and accept the leasehold
interest from SELLER'S LESSEE, free of all Title Exceptions other
than Permitted Title Exceptions.
SELLER'S LESSEE hereby represents to PURCHASER as a
condition precedent to the PURCHASER'S obligation to close this
transaction that the facts recited below are true and correct as
of the date hereof and will be true and accurate as of the date
of Closing:
(a) To the best of SELLER'S LESSEE'S knowledge and belief
the continued ownership, operation, use and occupancy
of the Property does not violate any law, ordinance,
regulation or restrictive covenant of any Governmental
Authority.
(b) All Impositions which are presently due and payable,
with respect to the Property are current or will be
current by the date of Closing. (The foregoing,
however is not intended to modify any of the provisions
of paragraph 10 hereof.)
(c) SELLER'S LESSEE has delivered to PURCHASER and attached
hereto as Exhibit C and made a part hereof, a true and
correct copy of the Trailways Lease. Except as set
forth on the rent roll, no tenant has paid rent of any
nature more than one month in advance, and no tenant is
or will become entitled to any abatement, rebate,
concession or other benefit. SELLER'S LESSEE hereby
further represents to PURCHASER that (i) all leases and
tenancies are bonafide and with third parties, (ii)
that all leases are in full force and effect, (iii)
that no tenant has any interest in the property other
than a leasehold possessory interest, (iv) that no
lease has been assigned or otherwise encumbered and (v)
there are no commissions due or owning to any party
concerning any of the tenant Leases.
(d) To the best of SELLER'S LESSEE'S knowledge there are no
pending claims asserted by any tenant for offsets
against rent or any other monetary claims or there will
be no pending claims by tenants for offsets against
rent or any other monetary claims at the time of _
closing.
10 V
(e) SELLER'S LESSEE has no knowledge of any pending
condemnation or similar proceeding affecting the
property, or any portion thereof, except for the
transaction contemplated hereby which all parties agree
is a conveyance in lieu of condemnation.
(f) Where is no action, suit, proceeding or claim against
SELLER'S LESSEE which would affect the Property now
pending or being prosecuted, nor has any such action or
suit been threatened or asserted to SELLER'S LESSEE's
best knowledge.
(g) No incurred breach or default exists by SELLER'S LESSEE
under any of the Indebtedness Documents.
(h) SELLER'S LESSEE and each person acting for SELLER'S
LESSEE, have full power and authority to execute,
deliver and carry out the terms and provisions of this
Agreement, and has taken all necessary action
(corporate, trust or otherwise) to authorize the
execution and delivery of this Agreement, and of the
other documents called for hereunder.
None of the foregoing warranties, representations and
covenants shall be deemed to limit the scope or reasonable
meaning of any other warranty, representation or covenant made by
SELLER'S LESSEE hereunder or be limited by any investigation made
by PURCHASER. None of the foregoing however, shall survive the
closing.
During the period between the date of this Agreement and the
date of Closing, SELLER'S LESSEE, as is applicable, agrees
(a) To own, occupy, manage, maintain, operate and insure
the Property in accordance with its current practices
and will not commit or consent to be committed any
waste to the Property.
(b) Not to enter into any new lease agreements and/or
service, maintenance or management agreements with
respect to all or any portion of the Property unless
agreed to by PURCHASER.
(c) Not to create or enter into any contract (written or
oral) to create any Title Exceptions.
_ SELLER'S LESSEE shall furnish to PURCHASER within thirty
(30) days of the execution of this Agreement, true and correct
copies of the following items:
—+ (a) Any existing Indebtedness Documents together with all
instruments securing said Indebtedness with a lien on
1 the Property and any amendments and/or modifications
thereto.
(b) Copies of the original tax bills and assessments on the
property.
(c) All tenant Leases.
(d) All applicable licenses which are held by SELLER'S
LESSEE with respect to the operation of Improvements.
�4-
(e) Copies of all original books and records field by
SELLER'S LESSEE with respect to the Trailways LOSSO.
The original books and records shall be provided to
PURCHASER at Closing.
6. PHYSICAL INSPECTION:
SELLER'S LESSEE shall have afforded PURCHASER or its
representatives access to the Property (subject to the rights of
tenants as to their leased space) and its construction, operation
and maintenance records. PURCHASER or its representative may
conduct a physical inspection (which includes soil tests and
environmental audits) of the Property. Inspections shall be
performed by duly licensed qualified and insured persons at the
sole cost and expense of PURCHASER. PURCHASER agrees to
coordinate the inspections with Tenant and will advise SELLER'S
LESSEE of the time, dates and results of each inspection.
PURCHASER shall restore the Property to its original condition
upon completion of the inspections. PURCHASER shall conduct such
inspections as PURCHASER deems advisable. If, however, PURCHASER
closes the transaction contemplated hereby, PURCHASER will be
deemed to have accepted the Property in its existing "as is"
condition and PURCHASER and none of the warranties and
representations made by SELLER'S LESSEE shall survive the
closing.
7. TITLE AND CLOSING:
(a) SELLER'S LESSEE, at its sole cost and expense, shall -
deliver or cause to be delivered to PURCHASER the
following:
(i) Bill of Sale fully executed and acknowledged by -
SELLER'S LESSEE, assigning, conveying, and
transferring their respective right, title and
interest in and to Related Personalty to
PURCHASER;
(ii) Assignment of Leases fully executed and _
acknowledged by SELLER'S LESSEE, assigning,
conveying, and transferring to PURCHASER its
respective interest in and to the the Leases;
provided, however, SELLER'S LESSEE lease shall be
terminated at closing and shall not be assigned if
Purchaser simultaneously obtains fee title to the Land.
(iii) Tenant Estoppel Certificate executed by each
tenant or an affidavit of SELLER'S LESSEE
containing the same information as would be
contained in the Tenant Estoppel Certificate;
(iv) Current certificate issued by company acceptable
— to PURCHASER reflecting that no Uniform Commercial
— Code filings, chattel mortgages, assignments,
pledges, or other encumbrances have been filed, by
or against SELLER'S LESSEE.
(v) originals of all tenant Leases;
i
(vi) Evidence satisfactory to PURCHASER and the Title
Company that the persons executing and delivering
the Closing documents on behalf of SELLER'S LESSEE
have full right, power and authority to do so;
_ (vii) All security deposits and interest accrued and/or
owed to tenants from such deposits pursuant to
Section 83.49, Florida Statutes;
(vi i) A general release of lien on any work performed on
the Property for SELLER'S LESSEE;
0 .0
(ix) An assignment of all implied and expressed
warranties, including construction warranties
applicable to the Improvements and any watrahtiee
applicable to the Related Personalty benefit of
the PURCHASER;
(x) Certificate executed by SELLER'S LESSEE stating
that, as of the Closing bate, each of SELLER'S
LESSEE's material representations and warranties
set forth in Section 3 hereof is true and correct.
(xi) Such other instruments as are customarily executed
in Florida to effectuate the conveyance of
property similar to the Property, with the effect
that, after the Closing, PURCHASER will have
succeeded to all of the rights, titles and
interests of SELLER'S LESSEE related to the
Property and SELLER'S LESSEE will no longer have
any rights, titles, or interests in and to the
Property, other than pursuant to the liens
securing payment of the Note.
(b) PURCHASER at its sole cost and expense shall obtain an
owner's Policy of Title Insurance in the amount of the
Purchase Price, containing survey coverage, issued by
Title Company (with such reinsurance as PURCHASER may
require), insuring that PURCHASER is the owner of the
Land and Improvements subject only to the Permitted
Title Exceptions, any liens that are granted by
PURCHASER in connection with its purchase of the
Property hereunder, and to the standard printed
exceptions (excluding survey exceptions) included in a
Florida standard form owner's policy of title
insurance; provided, however, that (a) the standard
exception for discrepancies, conflicts, or shortages in
area shall be deleted except for "shortages in area",
(b) such policy shall have "None of Record" endorsed
regarding restrictions except for restrictions that are
Permitted Title Exceptions, (c) the rights of parties
in possession shall be limited only to those holding
under the Leases, and (d) the standard exception for
taxes shall be limited to the year in which the Closing
occurs, marked "not yet due and payable", and
subsequent years and subsequent assessments for prior
years due to change in land usage or ownership.
PURCHASER shall obtain a commitment for the Owner's
Policy of Title Insurance not later than thirty (30)
days from the date hereof. PURCHASER shall give
SELLER'S LESSEE written notice within ten (10) days of
receipt of the Commitment that the condition of title
or the recorded documents as set forth in such
Commitment contains any title exceptions other than
Permitted Title Exceptions. All matters affecting
title to the Property shall be Permitted Title
Exceptions, except for those with respect to which
PURCHASER gives written notice of objection to SELLER'S
LESSEE within the aforesaid period. SELLER'S LESSEE
shall have thirty (30) days from receipt of written
notice of title objections to eliminate or modify all
such unacceptable matters to the reasonable
satisfaction of PURCHASER or the Title Company. In the
event SELLER'S LESSEE are unable to satisfy PURCHASER's
objection to the title within said thirty (30) day
period, and PURCHASER does not waive such objections,
this Agreement shall be null and void for all purposes.
Closing hereunder shall take place upon ten (10) days
written or oral notice from PURCHASER to SELLER'S'
LESSEE anytime between June 1, 1989 and Judy 17, 1$9,
unless an alternative date of Closing is agreed to by
r.
PURCHASER, SELLER'S LESSEE in writing. If for any
reason whatsoever Closing has not occurred on or before
July 17, 1989 SELLER'S LESSEE shall have the absolute
right to terminate this Agreement and be released from
all obligations hereunder.
(d) At the Closing, PURCHASER shall deliver to SELLER'S
LESSEE the Purchase Price.
(e) In addition, each party will provide to the other any
document necessary or reasonably requested in order to
confirm the proper authority of such party to
consummate this transaction.
(f) All recording costs (including any documentary stamps
and surtax, if applicable) shall be paid by PURCHASER.
All other expenses incurred by SELLER'S LESSEE or
PURCHASER with respect- to the Closing (not otherwise
specifically designated elsewhere in this Agreement)
shall be borne and paid exclusively by the party
incurring the same.
(f) Subject to paragraph 10 SELLER'S LESSEE shall pay all
costs and liabilities relating to the Property that
accrue out of or are attributable to the period prior
to the Closing Date. SELLER'S LESSEE shall have the
right to receive all proceeds relating to the Property
that are allocable to the period before the Closing
Date unless otherwise provided for in this Agreement,
and PURCHASER shall have the right to receive all
proceeds relating from and after the Closing Date.
PURCHASER shall pay all costs and liabilities relating
to the Property that arise out of or are attributable•
to the period after the Closing Date.
(g) PURCHASER shall assume all obligations accruing under
a,pd Leases assigned to PURCHASER pursuant to paragraph
7(a)(ii).
This Closing is contingent upon PURCHASER's receivings
(a) From the holder(s) of the existing lien(s) either a
Satisfaction or an estoppel letter which recites:
(i) the full amount of the unpaid principal balance of
the existing note(s);
(ii) the amount of the next accruing payment of
principal and interest under the said note(s) and
confirmation that such payment will not be due
until the immediately succeeding month;
(iii) the holder's confirmation that the mortgage is
current.
(b) In the event the items in (a) are not available from
the holder of the superior mortgage, then SELLER'S
LESSEE shall give its affidavit as to each of the items
set forth in (a) above and provide copies of all
available cancelled checks reflecting payments made to
the superior lien holder since the inception of the
lien.
(c) A Satisfaction of the lien in recordable form.
7.�
9i AMDAVIT DI SELLFI S t,ESOn
phis Closing is contingent upon PURCHASER receiving frOM
SELLER'S USSEE an affidavit which recitest
(i) that only the listed Leases are in full force and
effect,
(ii) that to the best of
person other than
SELLER'S LESSEE have
in the Property.
its knowledge no other tenant or
the listed tenant, SELLER and
any lease or possessory interest
All normal and customarily proratable items, including
without limitation real estate and personal property taxes,
utility bills, rents, interest, and property agreement payments
shall be prorated as of the Closing Date, SELLER'S LESSEE being
charged and credited for all of same up to such date and
PURCHASER being charged and credited for all of same on and after
such date. All Impositions which are now a lien with respect to
the Property shall be paid by SELLER'S LESSEE (except if payable
in installments SELLER shall pay only the installments due prior
to Closing). If the actual amounts to be prorated are not known
as of the Closing Date, the prorations shall be made on the basis
of the best evidence then available, and thereafter, when actual
figures are received, a cash settlement will be made between
SELLER'S LESSEE and PURCHASER. All Deposits shall be credited
against the cash portion of the Purchase Price in lieu of
assigning such Deposits to PURCHASER. No prorations shall be
made in relation to delinquent rents existing as of the Closing
Date. The provisions of this Section 10 shall survive the
Closing. But such rents shall be paid by PURCHASER to SELLER'S
LESSEE promptly upon receipt after Closing.
11. RISK OE LOSS:
Risk of loss until the Closing shall be borne by SELLER'S
LESSEE. In the event that damage or destruction of the Property
or any part thereof, by fire or other casualty, occurs prior to
the actual Closing of the transaction contemplated hereby
(whether or not PURCHASER has beneficial title to the property),
the PURCHASER shall (SELLER'S LESSEE agrees to repair the damage
prior to Closing), at its option, elect one of the followings (i)
to cancel this Agreement, or (ii) to close this transaction as
provided herein and accept as assignment of such insurance
proceeds as may be due to SELLER'S LESSEE as a result of such
casualty; however, the purchase price as herein provided shall
not be reduced by the actual value of the property damaged or
destroyed. However, if any damage occurs prior to the Closing
which results in SELLER'S LESSEE'S liability of less than
$10,000, SELLER'S LESSEE shall have the right to provide a bond
or a credit to PURCHASER for the amount of liability and to
proceed with the scheduled closing.
12. FULL DISCLQ URE:
None of the warranties or representations made by SELLER'S
LESSEE in this Agreement, or in any certificate or other document
to be prepared and delivered by SELLER'S LESSEE in conjunction
with the satisfaction of provisions of this Agreement, contains
or will contain any untrue statement of a material fact or omits
or will omit such statements or information as may be required in
order to prevent any information contained herein or therein from
being materially misleading. There is no fact known to SELLER'S
LESSEE which relates specifically to and materially adversely
affects the Property. SELLER'S LESSEE will give prompt noticelto`
PURCHASER if, at any time prior to the Closing, there is (ox ' as
to past events SELLER'S LESSEE discovers) a material changO ire
Y'
b.
�2
any state of fact, or the occurrence, nonoccurrence or existence
of any event, which makes any representation or warranty made to
PURCHASER not true and correct in all material respects, it being
the intention of the parties that SELLER'S LESSEE as to any
matters which become known to them will engage in a continuous
disclosure process to PURCHASER with respect to the Property from
the date of this Agreement through the Closing Date.
13. DEFAULT BY SELLER'S LESSEE:
In the event that SELLER'S LESSEE should default under thin
Agreement, PURCHASER as its sole remedy may enforce the specific
performance of this Agreement, (but shall have no right to
damages).
14. ,SURVIVAL OF WARRANTIES REPRESENTATIONS AND COVENANTS:
All warranties, representations and covenants made by
SELLER'S LESSEE in this Agreement and in any document, instrument
or certificate executed and delivered pursuant hereto shall not
survive the Closing, and shall be merged and extinguished by, the
Closing and by any investigation made by or on behalf of
PURCHASER hereto, except the warranties contained in the Bill of
Sale and Assignment shall survive the Closing to be delivered
pursuant to Section 7(a)(i) and Section 7(a)(ii) hereof.
15. TERMINATION:
If within five ( 5 ) days of the Closing Date any or all of
the requirements and obligations set forth in this Agreement
have not been satisfied, and satisfaction thereof has not
been waived in writing by PURCHASER, PURCHASER shall have.
the right to terminate this Agreement by the giving of a
written notice of termination to SELLER'S LESSEE at any time
before the Closing Date. If a notice of termination is
timely given under this Section 15, this Agreement shall
terminate, whereupon neither party shall have any further
rights, duties, liabilities or obligations hereunder, nor
shall PURCHASER have any rights, titles or interests
(equitable or other) in or to the Property.
16.
PURCHASER shall have the absolute right and authority to
assign this Agreement and all of his rights hereunder to any
person, firm, corporation or other entity, and any such assignee
shall be entitled to all of the right and powers of PURCHASER
hereunder. PURCHASER shall, however, remain jointly and
severally liable with such assignee for performance of all duties
hereunder.
- 17. ACCEPTANCE:
This Agreement shall become null and void if it is not
_ accepted by SELLER'S LESSEE on or before 5:00 P.M. on the 1st day
of June, 1989, by returning a fully executed counterpart of this
Agreement to PURCHASER. It is further understood that this
Agreement is subject to the approval of the City Commission. If
approval of the City Commission has not been obtained by
June 30, 1989, SELLER'S LESSEE shall have the right to terminate
this Agreement.
18. CONDITION PRECEDENT:
This Agreement may become voidable by PURCHASER, at. the
PURCHASER'S sole discretion, in the event that:
(a) On or before June 30, 1909, PURCHASER after good faith
efforts to do so is unable to either purchase or have a
fully executed contract to purchase each and every
a - —:
t s .
parcel set forth in Exhibit B, or any combinatiot+
therebf which POACHAM deems necessary, in ita tgoj#
diteretion, to effectuate its desired development.
(b) A warranty, representation or covenant set forth in
Section 3 of this Agreement is not true or accurate in
any material respect prior to the Closing Date, and ie
not cured prior to Closing.
(o) Any hazardous material (including, but not limited to,
asbestos), waste or toxic substance is stored or found
in or on the Property or any part thereof. In the
event that PURCHASER determines there are any hazardoua
material, waste or toxic substance found in or on the
Property, after providing SELLER'S LESSEE with notice
of such defects or hazardous material, waste or toxic
substance and is not removed by SELLER'S LESSEE prior
to Closing.
19. BROKERAGE PEES :
SELLER'S LESSEE agrees that Broker shall be entitled to, and
SELLER'S LESSEE hereby agrees to pay Broker, a real estate
commission on the purchase price of the Property sold to
PURCHASER. "Sale" and "Sold" are defined as the conveyance of
the Property by deed and delivery of same (at closing) together
with complete disbursements of all funds to the respective
parties. The sales commission shall be payable by the SELLER'S
LESSEE out of the closing proceeds. The commission payable under
the provisions of this Agreement shall be One Hundred and Eight
Thousand Dollars ($108,000).
Each party represents to the other that no other broker
other than Broker have been in this transaction. It is agreed
that if any claims for brokerage commissions or fees are ever
made against SELLER'S LESSEE or PURCHASER in connection with this
transaction, all such claims shall be handled and paid by the
party whose actions or alleged commitments form the basis of such
claim. It is further agreed that each party agrees to indemnify
and hold harmless the other from and against any and all such
claims or demands with respect to any brokerage fees or agent's
commissions or other compensation asserted by any person, firm,
or corporation in connection with this Agreement or the
transactions contemplated hereby.
ill
This Agreement represents the entire agreement between the
parties and may not be changed orally but only by an agreement in
writing signed by all parties.
21. APPLICABLE LAW:
This Agreement shall be
construed in accordance with the
laws of the State of Florida.
22. TIME OF ESSENCE:
Time is of the essence as to performance of all obligation$
under this Agreement.
23. NQLISS z
Any notice required or
permitted hereunder shall be
writing and shall be deemed
,in
to be delivered upon receipt by
y
r
S
z
r f
49
_ t
�
e _
`r► the *wr
s a
tirst
UK
La�+
CI
' F Mt It a municipal
i d+ corporation of the State bfATTRST
rida
Flo
�e
: A
� rN
Sy:
eea H.
Od
LO r
mat ty �raL
Cit Clerk city Manatler
y r¢
APPROVED AS TO FORM
AND 'CORRECTNESS: � l3
{ Jorge L. Fernan ez
a e ' ret ✓ t�. x
t' sz-s ttx r t
City Attorney
R ` a
5.' t+"s"i 9, I
ff'
+.` Aft ✓ e C � myr 3�"'ta dr* _t�' s ^s a "� a� t �
;�`
,�
-.
i UP/pb/M192
} �{��'
c a Fi s „ri i a e €Y x'-;°�,t�
531/89 5:29 PM
- i. s
jiVP'r F+'"tc'"
t' : t ..... ° .. s .. �, .� i.. { . , .k � t tr.� �-� in.. 5� ,� .. iti v� 4�� �`k� v��M���{���`.'>✓'-4�,�.kM
`_'.��.a._ .5 � ��. ���. �-:�
�taz a g� r Me
r
4.,'k YYi
# a
vi6ttdA
3 N.;
)ISO/� 1� #`�; ��,.� r �' ` Si nth,' -il�D ��yy�II��.�`'.
(�T'! a r ii ac y� � i N »�V. �jyt�Yc
a; �`. 11 +�
;.�,�xz��"�'E` ��������+ r� ? } �7 "�7ii7� � .7 •J�� Ns +7�
49 i 95 tt Powand 611, of
#fit Jet and South 100 ft
slock
€moo «
all In
bots
erg
kF ��
NMiami North; PS�S� fig. ��
La�
`r"F'....
Y;
7 i- 5 FYj,. k 7
1J
7 i.kZ 'i�o- W"733
.4 7* iF
ry W
' M Rt PERT's#
30-44-46 0- E a
Miami Florida
yy*$
OAL OESCRIPTIONt
�• 1 0 ft. of t#ot� ,
�..
Block 78 LOSS N. 36 it. end
18p ft. of Lot 1, Miami. North;
rv.. K.. F.
et
PV�•'�7, 41.
x
W-,
LOCATION' OF PROPERT'Yt
498 N.E. tat AvOnUe
Miami, Florida
LEGAL DESCRIPTION:
South 50 ft. of Lote
1 to R/W;
less E 10 ft. of Lot
Block 780 Miami North; PS -Of
pg. 41.
- _
CATION OF PROPERTY3
46 N.E. 5th Street
Miami, Florida:
LEGAL DESCRIPTION:
"-Block
Lot 5, less North .10 fC�
Miami North; PB S*F
78, :
P9 • 41 ° .
414
LOCATIQN OF pROPERTYs
38 N.E. 5th Street
¢y * r
Miami, Florida
LEGAL DESCRIPTIONS
Lot 6, Less North let.
Block 78, Miami North; PH�-�
pg. 41
..
5
51 N, E, 4th Street
LpCil�ION' OF PROPFRTX s
M3 ami, Florida
t
�x f,
�/�,/��♦ D C■/�' TI ',f
`, 2.,e1
Lot 17, Black 7�,
{i'f f iL 4FiSCRIPR xF #'TP ; 1
11 "S
TM� D/yy,' 4 1! 1 J {
IJ s�
F al r
rxe R'���',r:�b.
THIS AV*R9t tNT OF PURCHASE AND SALE entered into as of this
day of , 1989. by and between graham 0.
Miller, Trustee (hereinafter referred to as "SELLRR") and the
City of Miami, a municipal corporation of the State of Florida
(hereinafter referred to as "PURCHASER").
W 1 T N E S S E T H
WHEREAS, SELLER is the owner of certain 1&tid acid
improvements located in Dade County, Florida; and
WHEREAS, SELLER and PURCHASER desire for there to be
conveyed to PURCHASER fee title to the said land, all on terms
more fully set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed,
SELLER and PURCHASER execute this Agreement to evidence all of
the terms, provisions and conditions upon which SELLER is willing
to sell unto PURCHASER, and PURCHASER is willing to acquire, the
said land, improvements and related property.
1. I?EETNITI NE:
1.01 "Agreement" shall mean this Agreement of Purchase and
Sale and any amendment hereto made in accordance with
the provisions of Section 26 hereof.
1.02 "Closing" shall mean the occurrences of the events
described in Section 7 hereof. 11=SJMg_Do shall
mean the date the Closing occurs.
1.3 "Contract Rights" shall mean any and all rights which
SELLER may have in connection with the design,
construction, ownership, use, management, leasing,
maintenance, service, (insurance) or operation of the
Improvements, including but not limited to service or
utility contracts, warranties, guarantees, indemnities
and claims, and any and all rights, titles and
interests SELLER may have in and to any plans, drawings
or specifications with respect to the Property, but
excluding the Leases and any rights SELLER may have
against PURCHASER as a result of this Agreement.
1.04 "Governmental Authority" shall mean any and all courts,
boards. agencies, commissions, offices or authorities
of any nature whatsoever of any governmental unit
(federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.
1.08 "Impositions" shall mean (a) all real estate and
personal property taxes, assessments, charges, excises
and levies (and any interest, costs or penalties with
respect thereto), general and special, ordinary and
extraordinary, foreseen and unforeseen of any kind and
nature whatsoever which at any time prior to the
Closing shall be assessed, levied, charged or imposed
upon or with respect to the Property, or any portion
thereof, or the sidewalks, streets or alleyways
adjacent thereto, or the ownership, use, occupancy or
enjoyment thereof and (b) all charges for any easement,
license, permit or Agreement maintained for the benefit
of the Property.
1.06 "Improvements" shall mean all buildings, structures,
parking areas and other improvements located upon the
Land. -
L
1.01 "lnd+ebtedness" shall mean any and all. #ndeb'tedtiesis
Secured by liens on the Property. " fidebtedheee
DAmin-enS" shall mean any and all dootbenta delivered
to PURCHASER prior to the Closing and evidenoing or
Securing the Indebtedness.
1.08 ".Land" shall mean that certain tract of land more Fully
described on Exhibit "A" attached hereto.
1.9 "Leases" shall mean only the leases to be attached ari
an Exhibit hereto, together with all addenda,
supplements, waivers, amendments or other Agreements
(written or oral) which, in any respect, vary the terms
thereof.
1,10 "Legal Requirements" shall mean (a) any and all
judicial decisions, orders, injunctions, writs,
statutes, rulings, rules, regulations, permits,
certificates or ordinances of any Governmental
Authority in any way applicable to SELLER or the
Property, including but not limited to any of the
aforesaid dealing with the design, construction,
ownership, use, management, leasing maintenance,
service, operation, insurance or condition of real
property, including zoning or environmental matters,
(b) the Indebtedness and the Indebtedness Documents,
(o) any and all insurance requirements and (d) any and
all other documents, instruments or Agreements (written
or oral) relating to the Property or to which the
—<
Property may be bound or encumbered.
s`
A
1.11 "Property" shall mean the Land, the Improvements, the
Leases, the Contract Rights, and all rights, titles and
interests appurtenant thereto.
1.12 "Purchase Price" shall mean the sum of Nine Hundred
_
Eighteen Thousand Five Hundred Dollars ($918,800),
which shall be paid to SELLER in readily available
funds at the Closing by the PURCHASER.
1.13
"Title Exception" shall mean and include but not be
limited to any lien, mortgage, security interest,
encumbrance, pledge, assignment, claim, charge, lease
(surface, space, mineral or otherwise), condition,
restrictive, reservation, option, conditional sale
contracts, right of first refusal, restrictive
covenant, exception, easement (temporary or permanent),
right-of-way, encroachment, overlap or other
outstanding claim, right, title, interest, estate or
equity of any nature whatsoever. f2emmilted Title
excektiQm�j" shall mean only those Title Exceptions
subject to which PURCIASER expressly agrees, through
written notice to SELLER, to take title to the
Property.
Subject to and in accordance with the terms of this
Agreement, SELLER hereby agrees with PURCHASER to sell and convey
good and marketable title to the Property unto PURCHASER, and
PURCHASER hereby agrees to purchase and accept good and
marketable title to the Property from SELLER, free of all Title
Exceptions other than Permitted Title Exceptions.
3. MRAL WAMIAN IES. REPRESENTAMR19 AND OVENANTS OF ELLER:
SELLER hereby represents to PURCHASER that the facts recited
below are true and correct as of the date hereof and will be true
and accurate as of the date of closing:
(a) To the best of SELLER's knowledge and belief the
continued ownership of the Property does not violate
any law, ordinance, regulation or restrictive covenaUt
of any Governmental Authority.
(b) All Impositions which are presently due and payable,
with respect to the Property are current or will be
current by the date of Closing, except that all taxes,
sidewalk liens or other governmental impositions will
be paid by PURCHASER. SELLER being only responsible for
mechanic liens.
(o)
SELLER has delivered to PURCHASER and attached hereto
as Exhibit and made a part hereof, a true and
complete list of tenants as of
Except as set forth on the rent roll, no tenant has
paid rent of any nature more than one month in advance,
and no tenant is or will become entitled to any
abatement, rebate, concession or other benefit. SELLER
hereby further represents to PURCHASER that (1) that at
closing leases are in full force and effect, (ii) that
at closing no tenant has any interest in the property
and (III) there are no commissions due or owning to any
party concerning any of the tenant Leases.
-
(d)
All utilities servicing the Property are functional,
fully paid for. and presently in use. All services
required for operation of the Property enter through
valid easements across adjoining private lands. All
-
parking areas located within the perimeter of the
Property are private and have not been dedicated to any
Governmental Authority.
(e)
That there are no pending claims asserted by any tenant
for offsets against rent or any other monetary claims
or there will be no pending claims by tenants for
offsets against rent or any other monetary claims at
the time of closing.
i
(f)
SELLER has no knowledge of any pending condemnation or
similar proceeding affecting the Property, or any
portion thereof.
(g)
There is no action, suit, proceeding or claim against
SELLER which would affect the Property now pending or
being prosecuted, nor has any such action or suit been
threatened or asserted to SELLER's best knowledge.
(h)
No incurred breach or default exists by SELLER under
—
any of the Indebtedness lloouments.
(i)
SELLER and each person acting for SELLER, has full
power and authority to execute, deliver and carry out
the terms and provisions of this contract, and has
taken all necessary action (corporate, trust or
—
otherwise) to authorize the execution and delivery of
—
this contract, and of the other documents called for
hereunder.
(j)
To the best of SELLER'S knowledge there is no hazardous
—'
materials (including, but not limited to, asbestos),
waste or toxic substance treated, stored, handled,
i'
disposed of or found in or on the Land or Improvements.
' 4. QPEi3ATI4N$_P�NI2�N��L4STN�
During
the period between the date of this Agreement and the
date of
i
Closing, SELLER agrees:
y^�•.3:
(a) To own and insure the Property in accordance Vith &11
Legal Requirements.
(b) SELLER will complete, at SELLER'S sole etpenee, Afty
renovation work already begun on any Of the
improvements.
(a) Not to create or enter into any contract (written or
oral) to create any Title Exceptions.
Hone of the foregoing warranties. representations and
covenants shall be deemed to limit the scope or reasonable
meaning of any other warranty, representation or covenant made by
SELLER hereunder or be limited by any investigation made by
PURCHASER.
5 . DELIV RY—OF—MMSDITE :
SELLER shall furnish to PURCHASER within ninety (90) days of
the execution of this Agreement, true and correct copies of the
following items:
(a) Any existing Indebtedness Documents together with all
instruments securing said Indebtedness with a lien on
the Property and any amendments and/or modifications
thereto.
1
I
(b) Original tax bills and assessments on the property.
(o) All tenant Leases.
6. MBICAL INSMTIQN :
SELLER shall have afforded PURCHASER or its representatives
access to the Property (subject to the rights of tenants as to
their leased space) and its construction, operation and
maintenance records. PURCHASER or Its representative may oonduot
a physical inspection (which includes soil tests) of the
s Property. PURCHASER's inspection of the Property shall not, in
any event, extinguish, reduce or otherwise affect any warranty
and representation made by SELLER hereof or any other provision
of this Agreement.
7. D- CLOSING:
(a) SELLER, at its sole cost and expense, shall deliver or
cause to be delivered to PURCHASER the following:
(i) General Warranty Deed fully executed and
acknowledged by SELLER, conveying to PURCHASER the
Property;
(ii) An affidavit stating that there are no liens on
the Property for any work performed thereon.
(iii) Such other instruments as are customarily executed
in Florida to effectuate the conveyance of
property similar to the Property, with the effect
that, after the Closing, PURCHASER will have
succeeded to all of the rights, titles and
interests of SELLER related to the Property and
_— SELLER will no longer have any rights, titles, or
interests in and to the Property, other than
s pursuant to the liens securing payment of the
i Note.
i -
(b) PURCHASER at its sole cost and expense shall obtain an
— ! Owner's Policy, containing survey coverage, of Title
Insurance in the amount of the Purchase Price issued by
Title Company, insuring that PURCHASER is the owner of
89
- r
j -
the Lad and Improvements subject only to the Permitted
Title Exceptions, any liens that are granted by
PURCHASER in connection with its purchase of the
Property hereunder, and to the standard printed
exceptions (excluding survey exceptions) included in a
Florida standard form owner's policy of title
insurance; provided, however, that (a) the standard
exception for discrepancies, conflicts, or shortages in
area shall be deleted except for "shortages in area",
(b) such policy shall have "None of Record" endorsed
regarding restrictions except for restrictions that are
Permitted Title Exceptions, and (c) the standard
exception for taxes shall be limited to the year in
which the Closing occurs, marked "not yet due and
payable". and subsequent years and subsequent
assessments for prior years due to change in land usage
or ownership. PURCIIASER shall give SELLER written
notice within twenty (20) days of receipt of the
commitment that the condition of title or the recorded
documents as set forth in such Title Report are
unacceptable to PURCIIASER. Such notice shall further
state whether PURCIIASER elects to allow SELLER to cure
such title defects or to consider this Agreement to be
null and void. SELLER shall have thirty (30) days from
receipt of written notice of title objections to
eliminate or modify all such unacceptable matters to
the reasonable satisfaction of PURCIIASER. in the event
SELLER is unable to satisfy PURCHASER'S objection to
the title in said thirty (30) day period, and PURCHASER
does not waive such objections, this Agreement shall be
null and void for all purposes.
(o) Closing hereunder shall take place upon ten (10) days
written notice from PURCHASER to SELLER anytime between
June 1, 1989 and September 30, 1989, unless an
alternative date of Closing is agreed to by PURCIIASER
and SELLER in writing. It is understood that the
Closing shall be scheduled so as to provide SELLER'S
tenants with adequate time to relocate.
(d) At the Closing, PURCIIASER shall deliver to SELLER the
Purchase Price.
(e) In addition, each party will provide to the other any
document necessary or reasonably requested in order to
confirm the proper authority of such party to
consummate this transaction.
(f) All recording costs (including stamps on deed) shall be
paid by PURCIIASER. All other expenses incurred by
SELLER or PURCHASER with respect to the Closing (not
otherwise specifically designated elsewhere in this
Agreement) shall be borne and paid exclusively by the
party incurring the same.
8. ESTOPPEL LETTEM
This Closing is contingent upon PURCHASER's receiving:
(a) From the holder(s) of the existing lien(s) an estoppel
letter which recites:
(i) the full amount of the unpaid principal balanoe of
the existing note(s);
(ii) the amount of the next accruing payment of
principal and interest under the said note(s) and
confirmation that such payment will not be due
until the immediately succeeding month;
9'W
(111) the holder's oohfirmation that the mortgage Is
current.
W In the event the items in (a) are not available from
the holder of the superior mortgage, then SELLER shall
give its affidavit as to each of the items set forth Ift
(a) above and provide copies of all available cancelled
checks reflecting payments made to the superior lien
holder since the inception of the lien.
W1 AVIT-M-MLER
This Closing is contingent upon PURCHASER receiving from
SELLER an affidavit which recites:
(i) that no Leases are in full force and effect,
(ii) that no tenant or person other than SELLER ban any
interest in the Property.
10. RISK OF LQU:
Risk of loss until the Closing shall be borne by SELLER. In
the event that damage or destruction of the Property or any part
thereof, by fire or other casualty, occurs prior to the actual
Closing of the transaction contemplated hereby (whether or not
PURCHASER has beneficial title to the property), the PURCHASER
shall, at its option, elect to cancel this Agreement.
11 . FULL DIzGLQME :
There is no fact known to SELLER which relates specifically
to and materially adversely affects title to the Property.
SELLER will give prompt notice to PURCHASER if, at any time prior
to the Closing, there is (or as to past events SELLER discovers)
a material change in any state of fact, or the occurrence,
nonocourrenee or existence of any event, which makes any
representation or warranty with respect to title to the Property
made to PURCHASER not true and correct in all material respects,
it being the intention of the parties that SELLER will engage in
a continuous disclosure process to PURCHASER with respect to the
Property from the date of this Agreement through the Closing
Date.
12. I2EEAULT i3Y SELLER
In the event that SELLER should fail to consummate this
Agreement for any reason, except PURCHASER's default or
termination of this Agreement, PURCHASER may enforce the specific
performance of this Agreement.
13. SURVIVALFZARiiMTI.E3_�_jEP_1JE-aEINTATION
S_ i" QYEHmn
All warranties, representa4ons and covenants made by
in thie Agree nt and in any document, instrument gr oerMsbhall
ate
exeout a —and elivered pursuant hereto shall survive
njvest b merged or; extinguished by, the Closing o any
i t gation shade by or on behalf of either part ;hereto, except
toe wa ranty And representation of good an4--marke able t tle to
the P operty ,contained in Section 2 eieof w ch sh 1 not
surviv the Closing as a warranty and represen ation f this
Agreem nt, but ;rather shall be contained in and ex st as result
of the General Warranty Deed,�'Bill of Sp�le and A' signmer t to be
delive ed purs `ant to Seotiof 7 (d ) hereof .. In the even any of
the 4rranties). rejpgsentatiorjs or oovgnants-,ma4e by S LLER in
this 4greementi-are inaccurate, PURCHASER shall'be, ent tied to
damag s - inourr d by AURCHASER' as a result of the,,- fal`s`i-t �gf such
Farrdnty, representation or covenant. I
�Vp
Q1
A
(i i) the holder's confirmation that the mortgage Is
current.
(b) Ih the event the items in (a) are not available from
the holder of the superior mortgage, then SELLER shall
five its affidavit as to each of the items set forth in
a) above and provide copies of all available cancelled
checks reflecting payments made to the superior lieh
holder since the inception of the lien.
9. A=AY1T—BY_SELLBR :
This Closing is contingent upon PURCHASER receiving from
SELLER an affidavit which recites:
(i) that no Leases are in full force and effect,
(ii) that no tenant or person other than SELLER has any
interest in the Property.
Risk of loss until the Closing shall be borne by SELLER. In
the event that damage or destruction of the Property or any part
thereof, by fire or other casualty, occurs prior to the actual
Closing of the transaction contemplated hereby (whether or not
PURCHASER has beneficial title to the property), the PURCHASER
shall, at its option, elect to cancel this Agreement.
11 . E ILL aCLMEB :
There is no fact known to SELLER which relates specifically
to and materially adversely affects title to the Property.
SELLER will give prompt notice to PURCHASER if, at any time prior
to the Closing, there is (or as to past events SELLER discovers)
a material change in any state of fact, or the occurrence,
non000urrenoe or existence of any event, which makes any
representation or warranty with respect to title to the Property
made to PURCHASER not true and correct in all material respects,
it being the intention of the parties that SELLER will engage in
a continuous disclosure process to PURCHASER with respect to the
Property from the date of this Agreement through the Closing
Date.
12. DEFAU T By AULLER :
In the event that SELLER should fail to consummate this
Agreement for any reason, except PURCHASER's default or
termination of this Agreement, PURCHASER may enforce the specific
performance of this Agreement.
13. ,LiURYML--QF WAREMMUB,—REMEEENTATION ANL CQVEXIfi:
All warranties, epresenta�ions and covenants rcyade by ELLER
in 'thie Agree nt a19 in any dpcument, instrument qr oer oate
exeeut d''and ellvered pursuant hereto shall survil've�, nd shall
rtc�t b merged or; extinguished by, the Clgeing o any
invest gation made by or on behalf of eitjer part ;hereto, except
tY}e wa ranty end representation of good anq.-marke able t tle to
the P operty ,00n'tained in Section 2 ereof w ch sh 1 not
surviv the Closing as a warranty ,,aril represen ation f this
Agree nt, but°,rather shall be contained in and ex st as result
of the General Warranty Deed,,;.Hill of Stile and Apsignme t to be
delive ed purs `ant to Seotiofi�7(d) herepf-.. In tAe even any of
the w1rranties� reprgsentations or oov�nants� male by S LLER in
this �greementt�Id_
arb inaccurate, PURCI1AgER shall. / be, ent tied to
damaggs inaiirr byPURCHASER, as a result of the. fa1'si�t _,gf such
Forrdnty, representation or covenant. I
fib. if within five (fib days of the Closing bate any or
a11 of the requirements and obligations set forth inn thls
Agreement have not been satisfied, and satisfaotion thereof
has not been waived in writing by PURCHASER, PURCHASER shall
have the right to terminate this Agreement by the giving of
a written notice of termination to SELLER at any time before
the Closing Date. If a notice of termination is timely
given under this Section 18, this Agreement shall terminate,
whereupon neither party shall have any further rights,
duties, liabilities or obligations hereunder, nor shad.
PURCHASER have any rights, titles or interests (equitable or
other) in or to the Property.
18. A,SjSIGNMT
PURCHASER shall have the absolute right and authority to
assign this Agreement and all of his rights hereunder to any
person, firm, corporation or other entity, and any such assignee
shall be entitled to all of the right and powers of PURCHASER
hereunder.
16. ACCEPTANCE:
This Agreement shall become null and void if it is not
accepted by SELLER on or before 8:00 P.M. on the lot day of dune,
1989, by returning a fully executed counterpart of this Agreement
to PURCHASER. It is further understood that this Agreement is -
i
subject to the approval of the City Commission.
t
17. i`.QHDIT,YCH PRECEDENT:
—{
This Agreement may become voidable by PURCHASER, at
PURCHASER'S sole discretion, in the event that:
(a) On or before September 30, 1989, PURCHASER is unable to
either purchase or have a fully executed contract to
purchase each and every parcel set forth in Exhibit B,
or any combination thereof which PURCHASER deems
necessary, in its sole discretion, to effectuate its
desired development.
(b) A warranty, representation or oovenant set forth in
Section 3 of this Agreement is not true or accurate
—
prior to the Closing Date.
—
(o) Any hazardous material (including, but not limited to,
- 1
asbestos), waste or toxic substance is stored or found
-
in or on the Property or any part thereof. In the
event that PURCHASER determines there is any hazardous
material, waste or toxic substance found in or on the
—
Property, PURCHASER, as an alternative to voiding this
Agreement, may take any corrective actions necessary to -
=
remove or eliminate such hazardous material, waste or
toxic substance. -
18. ENTIRE AGREEMENT:
_
This Agreement represents the entire agreement between the
parties and may not be changed orally but only by an agreement in
writing signed by both parties.
_
_f
19. APPLICABLE LAW:
This Agreement shall be construed in aaoordanoe with the
laws of the State of Florida.
J:
{
_
v
) ¢ T
T x� y7�aei
,F �3 T ,; o
KIV ♦ yi.i�r� lziF ��� � ;'..
tithe is aas to all obi i�ati�n�
+er this Agreemt�_.
i.
Any notice required or POt Aitt0d hereunder eha l be
writs ng nd Shall bedeetaed to be delivered upon redeiPt
Prepaid, acid - essed to theiart ee
aert fled trail, �ioetage Pre p
follows
(g) if intended for SELLMR, to:
Graham C . Miller,
4122 Pinta Court
Coral. Gables, Florida 23146
'Kith a Coy to:
�1��
i
-- i
j 1
(b) If intended for PURCHASER, to:
The City of Miami Assistant City Manager
Attn: Herbert J. Bailey,
Department of Development
300 Biscayne Boulevard Way
Suite 400
Miami, Florida 33131
With a Copy to:
Linda Kelly Kearson
Assistant City Attorney
One Southeast Third Avenue
1100 AmeriFirst Building
Miami, Florida 33131
22. AMF.NDME TAN WAlM:
This Agreement may be amended or changed only by written
document duly executed by SELLER and PURCHASER, and any alleged
ot be
amendment or change which is not
of this Agreement may
effective as to either party.the
be waived by the party hereto whichn iisentitledwriting, executed by nsuch
to
thereof by evidencing such waiver
party.
23. 8TTMEY ' a-EEW '
to pay their own respective
SELLER and PURCHASER agree
attorney's fees.
24. FSIST=rF.R ASS1;?TAN�E'
the date ereof
any Eand hall
At an time oall
r times after
Y to P URCiiASER
have acknowledge and deliver
PURCHER May
execute,
instruments, and take any and all other eQthg transferASof the
or perfect
ur Dees of this
reasonably request to evidence
intents and p p
to effectuate the
Property or
Agreement.
j
s
� r
t¢ U
t) . �t a b
3
�r r! l
-
jli 4 r r
gtp
�
� a � -E..t,�'�„}��
.�3•,-..
K ��
t s �� �t viy`����x��._` Mytrt-Y �
77
Y.
3`�D-
M� _
4V
+ and South 100 ft• of LbUg
Mock
�r
10 20 ; all in
�
d T l 1.`i
Miami pB-B+ P$•..
North:
R
438�-44-46 N . g . 18t AV�11L1�
CATION OF TlO�BATY
Miami Florida �*
N, 100 ft. of Lots 1+
80 ft. And E.
I,EOAL DESCRIPTION •
- Block 78 Less N.
Miami North;41.
10 ft. of Lot 1+
498 N.$. tat AV$nue
LOCATION OF pAOPBttTY:
Miami, Florida
South 60 f t . of
`Lots
L GAI, �j$S jtIPTION • `
less E 10 f t . of
Lot 1 to
Block 78+ Miami
North;
�' ;3
P9• 41.
-
I st
streetpvtopliffly
ON or
z ;Florida
North $o ft. o!Lots
alml Nit:.�
10 t
LeeB N ti
Lot 3f beg. Nw Cor`
78; further deco•
LEGAL
Lot DESCRIPTION 3. S 2g . 5 f 8 g0 : 88 f N : 38,
W 49.95 to POB. Miami north:
.: PD-Bf pg. 41.
{
64 N.$•
gth Street
_
Miami,
Florida:
. s =
WS.a:n 1• k
�, �
BI-OOX
µ
a =
P13-13 Pg . 41 •
k,
,
i
` H18 AGAI MENT OF PURCHASE AND SALE entered into as of this
day of _ , 1989, by and between Jo&quin TrI&N
Mid Mortenpia, rrias, his wife, (hereinafter referred to as
"SELL A" ) 9nd the City of Miami, a municipal corporation of th6
Mate of Florida (hereinafter referred to as "PURCHASER").
R E C I T A L
WHEREAS, SELLER is the owner of certain land located in Dade
County, Florida; and
WHEREAS, SELLER and PURCHASER desire for there to be
conveyed to PURCHASER fee title to the said land, all on terms
more fully set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration. the
reoeipt and sufficiency of which are acknowledged and confessed,
SELLER and PURCHASER execute this Agreement to evidence all of
the terms, provisions and conditions upon which SELLER is willing
to sell unto PURCHASER, and PURCHASER is willing to acquire, the
said land, improvements and related property.
1. DEFINIIONS:
1.01 "Agreement" shall mean this Agreement of Purchase and
Sale and any amendment hereto made in accordance with
the provisions of Section 19 hereof.
1.02 "Closing" shall mean the occurrences of the events
described in Section 7 hereof. "Closing Date" shall
mean the date the Closing occurs.
1.03 "Governmental Authority" shall mean any and all courts,
boards, agencies, commissions, offices or authorities
of any nature whatsoever of any governmental unit
(federal, state, county, district. municipal, city or
otherwise) whether now or hereafter in existence.
1.04 "Impositions" shall mean (a) all real estate and
personal property taxes, assessments, charges, excises
and levies (and any interest. costs or penalties with
respect thereto), general and special, ordinary and
extraordinary, foreseen and unforeseen of any kind and
nature whatsoever which at any time prior to the
Closing shall be assessed, levied, charged or imposed
upon or with respect to the Property, or any portion
thereof. or the sidewalks, streets or alleyways
adjacent thereto, or the ownership, use, 000upanoy or
enjoyment thereof and (b) all charges for any easement,
1.05
1.06
license, permit or Agreement maintained for the benefit
of the Property.
"Land" shall mean that certain tract of land more fully
described on Exhibit "A" attached hereto.
"Legal Requirements" shall mean (a) any and all
judicial decisions, orders, injunctions, writs,
statutes, rulings, rules, regulations, permits,
certificates or ordinances of any Governmental.
Authority in any way applicable to SELLER or the
Property, including but not limited to any of the
aforesaid dealing with the use, management, leasing,
maintenance, service, operation, insurance or condition
of real property, including zoning or environmental
t
mattersb) any and all insurance uirements and (o
ahIj and all other documents, instruments or Agreelfieftts
(written or oral) relating to the Property or to Vh1bh
the Property may be bound or encumbered.
1.07 "Property" shall mean the sand and all rights, ti.t eo
and interests appurtenant thereto.
1.06 "Purchase Price" shall mean the sum of Four Ruhdred
Ninety -Five Thousand Dollars ($495,000), which shall be
paid at the Closing by PURCHASER.
1.09 "Title Exception" shall mean and include but not be
limited to any lien, mortgage, security interest,
encumbrance, pledge, assignment, claim, charge, lease
(surface, space, mineral or otherwise), condition.
restriction, reservation, option, conditional sale
contract, right of first refusal. restrictive covenant.
exception, easement (temporary or permanent), right-of-
way, encroachment, overlap or other outstanding claim.
right, title, interest, estate or equity of any nature
whatsoever. "Permitted Title Exrept ons" shall mean
only those Title Exceptions subject to which PURCHASER
expressly agrees, including easements and restrictions
common to subdivisions and plats, through written
notice to SELLER. to take title to the Property.
2, AGREEMENT 10 SELL AND PURCHAE.E:
Subject to and in accordance with the terms of this
Agreement, SELLER hereby agrees with PURCHASER to sell and convey
good and marketable title to the Property unto PURCHASER. and
PURCHASER hereby agrees to purchase and accept good and
marketable title to the Property from SELLER, free of all Title
Exceptions other than Permitted Title Exceptions.
SELLER hereby represents to PURCHASER that the facts recited
below are true and correct as of the date hereof and will be true
and accurate as of the date of closing:
(a) SELLER has received no written notice of any violation
of any law, ordinance, regulation or restrictive
covenant of any Governmental Authority regarding the
ownership, operation, use and occupancy of the
Property.
(b) All Impositions which are presently due and payable.
with respect to the Property are current or will be
current by the date of Closing.
(c) There is no action, suit. proceeding or claim against
SELLER which would affect the Property now pending or
being prosecuted, nor has any such action or suit been
threatened or asserted to SELLER's best knowledge.
(d) SELLER has full power and authority to execute, deliver
and carry out the terms and provisions of this contract
and the other documents called for hereunder.
(e) SELLER has received no written notice from any
governmental authority of hazardous waste or toxin
The
shall not
delivered
violations concerning the Land. SELLER has no
knowledge without having completed any due diligenoe or
investigation of the presence of any hazardous waste or
toxic materials upon the Land.
foregoing warranties, representations and oovenauts
survive the Closing, but shall be merged with the deep.
to PURCHASER.
�4- OT , - s • t
butihe the period between the date of this Agreement and tht
date of Closing, SELLER agrees:
(a) To own, maintain, and insure the property in accordance
with all Legal Requirements, in a good and businesslike
manner and in accordance with good business practices,
and will not commit or permit to be committed any waste
to the Property: and shall exercise diligent and
prudent preventative and corrective maintenance as
necessary on the Property.
(b) SELLER will not enter into any leases and/or management
agreements with respect to all or any portion of the
Property.
(o) Not to create or enter into any contract (written or
oral) to create any Title Exceptions.
SELLER shall have afforded PURCHASER or its representatives
access to the Property. PURCHASER or its representative may
conduct a physical inspection (which includes soil tests) of the
Property. ,
ef this Agreement.
All inspections shall be at PURCHASER'S sole cost and
expense. PURCHASER shall, at its sole cost and expense, repair
and replace any damage to the Land as a result of its
inspections. If PURCHASER elects to terminate this Agreement in
accordance with the provisions herein contained, it shall deliver
to SELLER a copy of all inspection reports pertaining to the
Land.
PURCHASER acknowledges that except as specifically stated in
this Agreement, SELLER has not made any warranties or
representations concerning the Land or the potential use thereof.
PURCHASER represents that it is purchasing the Land in its
present condition, the PURCHASER having made (or having the
opportunity to make) its own inspection and examination of the
Land and all components thereof. PURCHASER acknowledges that it
is accepting the Land in an "as is" condition as of the Closing
date. EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, THERE ARE NO
EXPRESSED OR IMPLIED WARRANTIES GIVEN TO PURCHASER IN CONNECTION
WITH THE SALE OF THE LAND. THIS SECTION SHALL EXPRESSLY SURVIVE
THE CLOSING.
(a) SELLER, at its sole cost and expense, shall deliver or
-- cause to be delivered to PURCHASER the following:
(i) General Warranty Deed fully executed and
acknowledged by SELLER, conveying to PURCHASER
good, marketable. and insurable title to the
Property.
(ii) Certificate executed by SELLER stating that, as of
the Closing Date, each of SELLER's representations
and warranties set forth in Section 3 hereof is
true and correct.
(iii) Such other instruments as are customarily executed
- in Florida to effectuate the conveyance of
property similar to the Property, with the effeot
;89 5, 3
th.V` after the Closing, P! 7HASER will have
succeeded to all of the rights, titles aM
interests of SELLIM related to the Property $#id
SELLER will no longer have any rights, titles, or
interests in and to the Property.
p'MHASER at its sole cost and expense shall obtain an
Owner's Policy of Title Insurance in the amount of the
Purchase Price, containing survey coverage. issued by a
title company (to be selected by PURCHASER), with such
reinsurance as PURCHASER may require. insuring that
PURCHASER is the owner of the Land subject only to the
Permitted Title Exceptions, any liens that are granted
by PURCHASER in connection with its purchase of the
Property hereunder, and to the standard printed
exceptions (excluding survey exceptions) included in a
Florida Standard Form Owner's Title Policy, provided,
however, that in the standard exception for taxes shall
be limited to the year in which the Closing occurs,
marked "not yet due and payable", and subsequent years
and subsequent assessments for prior years due to
change in land usage or ownership. PURCHASER shall
give SELLER written notice within ten (10) days of
receipt of the Commitment that the condition of title
or the recorded documents as set forth in such Title
Report are unacceptable to PURCHASER. SELLER shall
have thirty (30) days from receipt of written notice of
title objections to eliminate or modify all such,
unacceptable matters to the reasonable satisfaction of
PURCHASER. In the event SELLER is unable to satisfy
PURCHASER's objection to the title in said thirty (30)
day period, and PURCHASER does not waive such
objections, this Agreement shall be null and void for
all purposes. PURCHASER shall endeavor to obtain the
Title Commitment within forty-five (48) days of the
execution of this Agreement.
(c) Closing hereunder shall take place upon ten (10) days
written or oral notice from PURCHASER to SELLER anytime
between July 18, 1989 and September 30, 1989, unless an
alternative date of Closing is agreed to by PURCHASER
and SELLER in writing.
(d) At the Closing, PURCHASER shall deliver to SELLER the
Purchase Price, in collected funds, by wire transfer or
cashier's check drawn on a Dade County bank.
(e) In addition, each party will provide to the other an
document necessary or reasonably requested in order to
confirm the proper authority of such party to
consummate this transaction.
(f) All recording and closing costs, including documentary
stamps and surtax, shall be paid by PURCHASER. All
other expenses incurred by SELLER or PURCHASER with
respect to the Closing (not otherwise specifically
designated elsewhere in this Agreement) shall be borne
and paid exclusively by the party incurring the same.
(g) SELLER shall pay all costs and liabilities relating to
the Property that arise out of or are attributable to
the period prior to the Closing Date. SELLER shall
have the right to receive all proceeds relating to the
Property that are allocable to the period before the
Closing Date unless otherwise provided for in this _
Agreement, and PURCHASER shall have the right to
receive all proceeds relating from and after the
Closing Date. PURCHASER shall pay all costs and
liabilities relating to the Property that arise out of
or are attributable to the period after the Closing
Date.
(h) tJpbh eob 16tioit of the +Closi.ng� , SELLER shall deli"t t6
Pi CE SSR possession of the Property free and Ib1ear bf
all tenaholeb of every kind and parties In poeeebalob
This Closing is contingent upon PURCHASER receiving fron
SELLER M affidavit which recites:
(1) that no leases or management contracts Ard in fu11
force and effect,
(it) that no tenant or person other than SELLER has afty
interest in the Property
0 �,•%=1 •Tk
Real estate taxes shall be prorated as of the Closing bate,
SELLER being charged and credited for all of same up to such date
and PURCHASER being charged and credited for all of same on and
after such date. All Impositions which are now a lien with
respect to the Property shall be paid by SELLER. PURCHASER shall
pay for and assume all pending liens. If the actual amounts to
be prorated are not known as of the Closing Date, the prorations
shall be made on the basis of the best evidence then available,
and thereafter, when actual figures are received, a cash
settlement will be made between SELLER and PURCHASER. The
provisions of this Section 8 shall survive the Closing.
Risk of loss until the Closing shall be borne by SELLER. In
the event that damage or destruction of the Property or any part
thereof, by fire or other casualty, occurs prior to the actual
Closing of the transaction contemplated hereby (whether or not
PURCHASER has beneficial title to the property), the PURCHASER
shall, at its option, elect one of the following: (i) to cancel
this Agreement, or (ii) to close this transaction as provided
herein and accept as assignment of such insurance proceeds as may
be due to SELLER as a result of such casualty.
10.
In the event that SELLER should fail to consummate this
Agreement for any reason except PURCHASER's default or
termination of this Agreement, PURCHASER may enforce the specific
performance of this Agreement, which shall be PURCHASER'S sole
remedy.
11. SURVIVAL OF WARRANTIES. REPRRESENTATIONS_ AND COVENANTS:
_ All warranties, representations and covenants made by SELLER
in this Agreement and in any document, instrument or certificate
executed and delivered pursuant hereto shall not survive, and
shall be merged or extinguished by, the Closing or any
investigation made by or on behalf of either party hereto, save
and except the warranty and representation of good, marketable,
_ and insurable title to the Property of this which shall be
contained in and exist as a result of the General Warranty Deed,
to be delivered pursuant to Section 6(a)(i) hereof.
12. TERMINATION: If within five (S) business days of the Closing Date any or
all of the requirements and obligations set forth in this
Agreement have not been satisfied, and satisfaction thereof has
not been waived in writing by PURCHASER, PURCHASER shall have the
right to terminate this Agreement by the giving of a written
notice of termination to SELLER at lease five business days prior
r, +ha r I nri9 rid TUL If a notice of terming is timell 121vefi
under this Section 12, this Agreement shall terminate, whereupon
neither party shall have any further rights, duties, liabill.ties
or obligations hereunder, nor shall. PURCHASER have any rights
titles or interests (equitable or other) in or to the Property.
13. ACCEPTANCE:
This Agreement shall become null and void if it is not
accepted by SELLER on or before 5:00 P.M. on June 2, 1989, by
returning a fully executed counterpart of this Agreement to
PURCHASER. It is further understood that this Agreement Is
subject to the approval for the City Commission, which approval
shall be given by June 30, 1989. In the event the City
Commission does not approve this Agreement by June 30, 1989,
SELLER has the option of (i) rescinding its acceptance or (ii)
extending the time period for the City Commission's approval.
This Agreement may become voidable by PURCHASER, at the
PURCHASER'S sole discretion, in the event that:
(a) On or before September 30, 1989, PURCHASER is unable to
either purchase or have a fully executed contract to
purchase each and every parcel set forth in Exhibit B,
or any combination thereof which PURCHASER deems
necessary, in its sole discretion, to effectuate its
desired development. Upon SELLER'S request, PURCHASER
shall provide a status report on the acquisition of the
subject parcels.
(b) A warranty, representation or covenant set forth in
Section 3 of this Agreement is not materially true or
accurate prior to the Closing Date.
(a) Any hazardous material (including, but not limited to,
asbestos), waste or toxic substance is stored or found
in or on the Property or any part thereof. In the
event that PURCHASER determines there is any hazardous
material, waste or toxic substance found in or on the
Property, PURCHASER, as an alternative to voiding this
Agreement, may take any corrective actions necessary to
remove or eliminate such hazardous material, waste or
toxic substance at its sole cost and expense.
15. ENTIRE AGREEMENT:
This Agreement represents the entire agreement between the
parties and may not be changed orally but only by an agreement in
writing signed by both parties.
16. APPLICABLE LAW:
This Agreement shall be construed in accordance with the
laws of the State of Florida.
17. TIME OF ESSENCE:
Time is of the essence as to performance of all obligations
under this Agreement.
18. NOTICES:
Any notice required or permitted hereunder shall be in
.-4 4-4 ",f n"A r'nnl l ',a Aaamari +:n hA fipl-ivP_rad unon receipt by
Vith a COPY to
Robert Weisslet, Esq.
atearns, Weaver, Miller, et al.
Museum Tower
150 West Flagl.er Street
Miami, Florida 33130
(b) It intended for PURCHASER, to:
The City of Miami
Attn: Herbert J. Bailey. Assistant Utz Naha '
Department of Development
300 Biscayne Boulevard Way
Suite 400
Miami, Florida 33131
With a Copy to:
Jorge L. Fernandez
City Attorney
One Southeast Third Avenue
1100 AmeriFirst Building
Miami, Florida 33131
1�, pMFNDMENT AND WAIVER:
This Agreement may be amended or changed only by written
document duly executed by SELLER
notn so PURCHASER.and
nshall notbeed amendment or change which
effective as to either party. Provisions of this Agreement may
be waived by the party hereto ain iwriting 1entitled
exeouted by benefit
suoh
thereof by evidencing such waiver
party.
20. BTTORNEV S FEES:
SELLER and PURCHASER agree to pay their own respective
to this
attorney's fees. If any disput shs$ lu ld be entitledarisel ative to reasonable
Agreement. the prevailing Party
costs and attorney's fees.
21. BRQKEi�AGE SERVICEfi
Each party represents to the other that brokerage services
were not utilized in this transaction.
22, $FAL ESTATE EXCHANGE. AGREEMENT
PURCHASER agrees to cooperate with SELLER regarding an
exchange of the Property for property of a like kind within thaw
meaning of Section 1031 of the Internal Revenue Code of 1986,
amended, provided such cooperation is at no additional cost and
shallthe al Estate
expense of PURCHASER. PURCHASES documents exeaute reasonably necessary
Exchange Agreement and all oth
to effectuate the proposed exchange.
2�i �FNFRAI. WARRANTTFS REPREev*rmemTnArs AND COVENANTS OF
PURCHASER
' PURCHASE hereby represents to SELLER that the facts reo.ted
below are true and oorreot as of the date hereof and will be a�u�
and accurate as of the date of Closing.
Az
M '
i d:
3
F17RCl#AS: is a duly constituted Aioipality ana a
public instrumentality of the State of Florida, (the
"State"), validly existing and in good standing under
the lave of the State . PURCHASER is not in violation _-
of any provision of any laws material to the
transactions contemplated by this Agreement.
(b) The City Manager acting for and on behalf of PURCRASER
has the requisite power to enter into this Agreement
and has been duly authorize to execute and deliver this
Agreement and to perform the obligations of PURCHASER
as set forth herein.
(0) The Purchase Price as set forth in Section 1.08 hereof
is based upon the highest of the two appraisals of the
Property obtained by PURCHASER plus ten percent (10%).
The appraisals for the Property and the properties
listed on Exhibit B were done by the same appraisers
and the purchase prices for all properties were
similarly determined.
The foregoing warranties and representations shall survive
the Closing.
EXECUTED as of the above date and year first written.
WITNESSES AS TO SELLER: SELLER: Joaquin Trias and
Hortensia Trias, his
wife
Hy -, a
:- - �/, �/ - I
oaquin Trias
r
MR
-- - --
y `�: _
� _--
- �:-= .
m MR
1Si3 » _ _
F
woo
€,sko�..
w.
Ja
4
t v �b g a�{,92 tStvs RAMj" A�
�
�. , 6 _
k 4
4H
M�
..
���QF ptlRGiiANILSAI�S ..
TSfS AGREEMENT OF PURCHASE AND SALE entered into as of t'he
day of . 19891. by and between Irvine
Zuckerberg (hereinafter referred to as "SELLER") and the City Olt
Miami, a municipal corporation of the State of Florid&
herelnafter referred to as "PURCHASER").
R E C I T A L
WHEREAS, SELLER is the owner of certain land and
improvements located in Dade County, Florida; and
WHEREAS, SELLER and PURCHASER desire for there to be
oonveyed to PURCHASER fee title to the said land, all on terms
more fully set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed,
SELLER and PURCHASER execute this Agreement to evidence all of
the terms, provisions and conditions upon which SELLER is willing
to sell unto PURCHASER, and PURCHASER is willing to acquire, the
said land, improvements and related property.
I . DEF.,TN TI ION,S :
1.01 "Agreement" shall mean this Agreement of Purchase and
Sale and any amendment hereto made in accordance with
the provisions of Section 26 hereof.
1.02 "Closing" shall mean the occurrences of the events
described in Section 7 hereof. "Closing Date" shall
mean the date the Closing occurs.
1.03 "Contract Rights" shall mean any and all rights which
SELLER may have in connection with the design,
construction, ownership, use, management, leasing,
maintenance, service, (insurance) or operation of the
Improvements, including but not limited to service or
utility contracts, warranties, guarantees, indemnities
and claims, and any and all rights, titles and
interests SELLER may have in and to any plans, drawings
or specifications with respect to the Property, but
excluding the Leases and any rights SELLER may have
against PURCHASER as a result of this Agreement.
1.04 "Governmental Authority" shall mean any and all courts,
boards, agencies, commissions, offices or authorities
of any nature whatsoever of any governmental unit
(federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.
1.O5 "Impositions" shall mean (a) all real estate and
personal property taxes, assessments, charges, excises
and levies (and any interest, costs or penalties with
_ respect thereto), general and special, ordinary and
extraordinary, foreseen and unforeseen of any kind and
nature whatsoever which at any time prior to the
Closing shall be assessed, levied, charged or imposed
upon or with respect to the Property, or any portion
thereof, or the sidewalks, streets or alleyways
adjacent thereto, or the ownership, use, 000upanoy or
enjoyment thereof and (b) all charges for any easement,
license, permit or Agreement maintained for the benefit
1
*tmprovements" shall mean all buildings, structures
parking areas and other Improvements located upon the
Land.
r 1.01
"indebtedness" shall mean any and all lndebtedhesa
secured by liens on the Property. "Indebtedness
Dkuuments" shall mean any and all documents delivered
to PURCHASER prior to the Closing and evidencing or
securing the Indebtedness.
1.08
4
"Land" shall mean that certain tract of land more fully
described on Exhibit "A" attached hereto.
1.00
"Leases" shall mean only the leases to be attached as
an Exhibit hereto, together with. all addenda,
supplements, waivers, amendments or other Agreements
(written or oral.) which. in any respect, vary the terms
thereof.
1,10
"Legal Requirements" shall mean (a) any and all
judicial decisions, orders, injunctions, writs,
statutes, rulings, rules, regulations, permits,
certificates or ordinances of any Governmental
Authority in any way applicable to SELLER or the
Property, including but not limited to any of the
aforesaid dealing with the design, construction,
ownership, use, management, leasing maintenance,
service, operation, insurance or condition of real
property, including zoning or environmental. matters,
(b) the Indebtedness and the Indebtedness Documents,
(o) any and all insurance requirements and (d) any and
all other documents, instruments or Agreements (written
or oral) relating to the Property or to which the
Property may be bound or encumbered.
1.11
"Property" shall mean the Land, the Improvements, the
Leases, the Contract Rights, and all rights, titles and
interests appurtenant thereto.
1.12
"Purchase Price" shall mean the sum of Six Hundred and
Twenty -Seven Thousand Dollars ($627,000), which shall
be paid to SELLER in readily available funds at the
Closing by the PURCHASER.
— 1.13
"Title Exception" shall mean and include but not be
limited to any lien, mortgage, security interest.
encumbrance. pledge, assignment, claim, charge, lease
•
(surface, space, mineral or otherwise), condition.
restrictive, reservation, option, conditional sale
contracts, right of first refusal, restrictive
covenant, exception, easement (temporary or permanent),
right-of-way, encroachment, overlap or other
-
outstanding claim, right, title, interest, estate or
equity of any nature whatsoever. "Permitted Title
=,
oxee .QnS" shall mean only those Title Exceptions
—
subject to which PURCHASER expressly agrees, through
written notice to SELLER, to take title to the
—
Property.
— 2, AGREEMED1T TO SELL AND PURCHASE:
— Subject
to and in accordance with the terms of thto
Agreement,
SELLER hereby agrees with PURCHASER to sell and convey
good and
marketable title to the Property unto PURCHASER, and
PURCHASER
hereby agrees to purchase and accept good and
marketable
title to the Property from SELLER, free of all Title -
Exceptions
other than Permitted Title Exceptions.
ww
I
SELLER hereb epresents to PURCHASER t-h the facts recited
below are true and correct as of the date hereof and will be true
and accurate as of the date of closing:
(a) To the best of SELLER's knowledge and belief the
continued ownership of the Property does not violate
any law, ordinance, regulation or restrictive oovenant
of any Governmental Authority.
(b) All Impositions which are presently due and payable,
with respect to the Property are current or will be
current by the date of Closing.
(c) SELLER has delivered to PURCHASER and attached hereto
as Exhibit and made a part hereof, a true and
complete list of tenants as of
Except as set forth on the rent roll, no tenant has
paid rent of any nature more than one month in advance,
and no tenant is or will become entitled to any
abatemetit, rebate, concession or other benefit. SELLER
hereby further represents to PURCHASER that U) that at
closing leases are in full force and effect, (ii) that
at closing, no tenant has any interest in the property,
and (iii) there are no commissions due or owning to any
party concerning any of the tenant Leases.
(d) All utilities servicing the Property are functional,
fully paid for, and presently in use. All services
required for operation of the Property enter through
valid easements across adjoining private lands. All
parking areas located within the perimeter of the
Property are private and have not been dedicated to any
Governmental Authority.
(e) That there are no pending claims asserted by any tenant
for offsets against rent or any other monetary claims
or there will be no pending claims by tenants for
offsets against rent or any other monetary claims at
the time of closing.
(f) There is no action, suit, proceeding or claim against
SELLER which would affect the Property now pending or
being prosecuted, nor has any such action or suit been
threatened or asserted to SELLER's best knowledge.
(g) No incurred breach or default exists by SELLER under
any of the Indebtedness Documents.
(h) SELLER and each person acting for SELLER, has full
power and authority to execute, deliver and carry out
the terms and provisions of this contract, and has
taken all necessary action (corporate, trust or
otherwise) to authorize the execution and delivery of
this contract, and of the other documents called for
hereunder.
(i) There is no hazardous materials (including, but not
limited to, asbestos), waste or toxic substance
treated, stored, handled, disposed of or found in or on
the Land or Improvements.
4. QPERATTQHS PEHDIVIG-M , ING :
During the period between the date of this Agreement and the
date of Closing, SELLER agrees:
(a) To own and insure the Property in accordance with all
Legal. Requirements.
-3-
r
(b) SELLER win not enter into any new lease aRtab ehU
and/or service, maintenance or management agreemento
with respect to all or any portion of the Property.
(o) SELLER will complete, at SELLER's sole expense, afly
renovation work already begun on any of the
Improvements.
(d) Not to create or enter into any contract (written Or
oral) to create any Title Exceptions.
None of the foregoing warranties. representations and
oovenants shall be deemed to limit the scope or reasonable
meaning of any other warranty, representation or covenant made by
SELLER hereunder or be limited by any investigation made by
PURCHASER.
SELLER shall furnish to PURCHASER within ninety (90) days of
the execution of this Agreement, true and correct copies of the
following items:
(a) Any existing Indebtedness Documents together with all
instruments securing said Indebtedness with a lien on
the Property and any amendments and/or modifications
thereto.
(b) Original tax bills and assessments on the property.
SELLER shall have afforded PURCHASER or its representatives
access to the Property (subject to the rights of tenants as to
their leased space) and its construction, operation and
maintenance records. PURCHASER or its representative may conduot
a physical inspection (which includes soil tests) of the
Property. PURCHASER's inspection of the Property shall not, in
any event, extinguish, reduce or otherwise affect any warranty
and representation made by SELLER hereof or any other provision
of this Agreement.
7. TITLE AND CLUING:
(a) SELLER, at its sole oost and expense, shall deliver or
cause to be delivered to PURCHASER the following:
(i) General Warranty Deed fully executed and
acknowledged by SELLER, conveying to PURCHASER the
Property;
(ii) Evidence satisfactory to PURCHASER and the Title
Company that the persons executing and delivering
the Closing documents on behalf of SELLER have
full right, power and authority to do so;
_ (iii) A general release of lien on any work performed on
the Property;
(iv) Certificate executed by SELLER stating that, as of
the Closing Date, each of SELLER's representations
and warranties set forth in Section 3 hereof ie
true and correct;
(v) Such other instruments as are customarily executed
in Florida to effectuate the oonveyanoe of
property similar to the Property, with the effect
that, after the Closing, PURCHASER will have -
succeeded to all of the rights, titles and
i
89
3
j
ik
Interests of SELLER related to the Property and
SVLLkR will no longer have any rights, titles, of
interests in and to the Property, other than
pursuant to the liens securing payment of the
Note.
(b) PURCHASER at its sole cost and expense shall obtain an
Owner's Policy of Title Insurance in the amount of the
Purchase Price, containing survey coverage, issued by
Title Company (with such reinsurance as PURCHASER may
require). insuring that PURCHASER is the owner of the
Land and Improvements subject only to the Permitted
Title Exceptions, any liens that are granted by
PURCHASER in connection with its purchase of the
Property hereunder, and to the s�andard printed
exceptions (excluding survey exceptions) included in a
Florida Standard Form Owner's Title Policy provided,
however, that (a) the standard exception for
discrepancies, conflicts, or shortages in area shall be
deleted except for "shortages in area", (b) such policy
shall have "None of Record" endorsed regarding
restrictions except for restrictions that are Permitted
Title Exceptions, and (c) the standard exception for
taxes shall be limited to the year in which the Closing
occurs, marked "not yet due and payable". and
subsequent years and subsequent assessments for prior
years due to change in land usage or ownership.
PURCHASER shall give SELLER written notice within
twenty (20) days of receipt of the Commitment that the
condition of title or the recorded documents as set
forth in such Title Report are unacceptable to
PURCHASER. Such notice shall further state whether
PURCHASER elects to allow SELLER to oure such title
defects or to consider this Agreement to be null and
void. SELLER shall have thirty (30) days from receipt
of written notice of title objections to eliminate or
modify all such unacceptable matters to the reasonable
satisfaction of PURCHASER. In the event SELLER is
unable to satisf PURCHASER's objection to the title in
said thirty (30) day period, and PURCHASER does not
waive such objections, this Agreement shall be null and
void for all purposes.
(o) Closing hereunder shall take place upon ten (10) days
_ written or oral notice from PURCHASER to SELLER anytime
between June 1, 1989 and September 30, 1989, unless an
alternative date of Closing is agreed to by PURCHASER
and SELLER in writing.
(d) At the Closing, PURCHASER shall deliver to SELLER the
— Purchase Price.
- (e) In addition, each party will provide to the other any
document necessary or reasonably requested in order to
oonfirm the proper authority of such party to
consummate this transaction.
(f) All recording costs shall be paid by PURCHASER. All
other expenses incurred by SELLER or PURCHASER with
respeot to the Closing (not otherwise specifically
designated elsewhere in this Agreement) shall be borne
and paid exclusively by the party incurring the same.
(g) SELLER shall pay all costs and liabilities relating to
the Property that arise out of or are attributable to
the period prior to the Closing Date. SELLER shall
have the right to receive all proceeds relating to the
Property that are allocable to the period before the
Closing Date unless otherwise provided for in this
Agreement, and PURCHASER shall have the right to
-f
I -5-
91, 1pt*N
receive all proceeds relating from and after the
Closing Date. PURCHASER shall pay all costs and
liabilities relating to the Property that arise out of
or are attributable to the period after the Closing
Date, except such costs and liabilities that arise out
of or result from a breach by SELLER of its
representations and warranties set forth in Section 3
hereof.
(h) Upon completion of the Closing. SELLER shall deliver to
PURCHASER possession of the Property free and clear of
all tenancies of every kind and parties in possession,
including tenants under the Leases, with all parts of
the Property (including without limitation the
Improvements) in the same condition as on the date
hereof, normal wear only excepted.
S. ESTOPPEL LETI'M:
This Closing is contingent upon PURCHASER's receiving:
(a) From the holder(s) of the existing lien(s) an estoppel
letter which recites:
(i) the full amount of the unpaid principal balance Of
the existing note(s);
(ii) the amount of the next accruing payment of
principal and interest under the said note(s) and
confirmation that such payment will not be due
until the immediately succeeding month;
(III) the holder's confirmation that the mortgage is
current.
(b) In the event the items in (a) are not available from
the holder of the superior mortgage, then SELLER shall
give its affidavit as to each of the items set forth in
(a) above and provide copies of all available cancelled
checks reflecting payments made to the superior lien
holder since the inception of the lien.
This Closing is contingent upon PURCHASER receiving from
SELLER an affidavit which recites:
(i) that no eases are in full force and effect,
(ii) that no tenant or person other than SELLER has any
interest in the Property.
10. PRORATIM:
All normal and customarily proratable items, including
without limitation real estate and personal property taxes, -
utility bills. insurance premiums, interest, and property
agreement payments shall be prorated as of the Closing Date,
SELLER being charged and credited for all of same up to such date
and PURCHASER being charged and credited for all of same on and
— , after such date. All Impositions which are now a lien with
respect to the Property shall be paid by SELLER. If the actual
amounts to be prorated are not known as of the Closing Date, the
prorations shall be made on the basis of the best evidence then
available, and thereafter, when actual figures are received, -a
cash settlement will be made between SELLER and PURCHASER. All
Deposits shall be credited against the cash portion of the
Purchase Price in lieu of assigning such Deposits to PURCHASER. No prorations shall be made in relation to delinquent rento
existing as of the Closing Date. The provisions of this Section
10 shall survive the Closing.
Rink of loss until the Closing shall be borne by SRURA. In
the event that damage or destruction of the property or any part
thereof, by fire or other casualty, occurs prior to the actual
Closing of the transaction contemplated hereby (whether or not
PURCHASER has beneficial title to the property), the PURCHASER
shah., at its option, elect one of the following: (I) to oanoal
this Agreement, or (it) to close this transaction as provided
herein and accept as assignment of such insurance proceeds an may
be due to SELLER as a result of such casualty.
19. FULL DI SCLQSURE :
None of the warranties or representations made by SELLER in
this Agreement, or in any certificate or other document to be
prepared and delivered by SELLER in conjunction with the
satisfaction of provisions of this Agreement, contains or will
contain any untrue statement of a material fact or omits or will
omit such statements or information as may be required in order
to prevent any information contained herein or therein from being
a materially misleading. There In no fact known to SELLER which
relates specifically to and materially adversely affects the
Property. SELLER will give prompt notice to PURCHASER if, at any
time prior to the Closing, there is (or as to past events SELLER
discovers) a material change in any state of fact, or the
occurrence, nonocourrenee or existence of any event, which makes
any representation or warranty made to PURCHASER not true and
correct in all material respects, it being the intention of the
parties that SELLER will engage in a continuous disclosure
process to PURCHASER with respeot to the Property from the date
of this Agreement through the Closing Date.
13. DEFAULT. BY SELLER:
In the event that SELLER should fail to consummate this
Agreement for any reason, except PURCHASER's default or
termination of this Agreement, PURCHASER may enforce the specific
performance of this Agreement.
All warranties. representations and covenants made by SELLER
in this Agreement and in any document, instrument or certificate
.executed and delivered pursuant hereto shall survive, and shall
not be merged or extinguished by, the Closing or any
investigation made by or on behalf of either party hereto, except
the warranty and representation of good and marketable title to
the Property contained in Section 2 hereof which shall not
survive the Closing as a warranty and representation of this
Agreement, but rather shall be contained in and exist as a result
of the General Warranty Deed, Dill of Sale and Assignment to be
delivered pursuant to Section 7(d) hereof. In the event any of
the warranties, representations or oovenants made by SELLER in
this Agreement are inaccurate, PURCHASER shall be entitled to
damages incurred by PURCHASER as a result of the falsity of such
warranty, representation or covenant.
1$. TERMINATION
— General. If within five (S) days
of the Closing Date any or
all of the requirements and obligations set forth in 1, this =
— Agreement have not been satisfied, and satisfaction thereof
has not been waived in writing by
PURCHASER, PURCHASER shall
have the right to terminate this
Agreement by the giving of
a written notice of termination to SELLER at any time before
_
the Closing Date. If a notice
of termination is timely
given under this Section 18, this
Agreement shall terminate,
— whereupon neither party shall
have any further rights,
GO
4uties, liabilities or obligatione hereunder, nor shall.
PURCHASER have any rights, titles or interests (equitable or
other) in or to the Property.
16 + ABBIGnOT
PURCHASER shall have the absolute right and authority to
assign this Agreement and all of his rights hereunder to any
person, firm, corporation or other entity, and any such assignee
shall be entitled to all of the right and powers of PURCHASER
hereunder.
17. ACCEPT.LtKU
This Agreement shall become null and void if it is not
accepted by SELLER on or before 5:00 P.M. on June 1, 1989, by
returning a fully executed counterpart of this Agreement to
PURCHASER. It is further understood that this Agreement is
subject to the approval of the City Commission.
This Agreement may become voidable by PURCHASER, at the
PURCHASER'S sole discretion, in the event that:
(a) On or before September 30, 1989, PURCHASER is unable to
either purchase or have a fully executed contract to
purchase each and every parcel set forth in Exhibit H,
or any combination thereof which PURCHASER deems
necessary, in its sole discretion, to effectuate its
desired development.
(b) A warranty, representation or covenant set forth in
Seotion 3 of this Agreement is not true or accurate
prior to the Closing Date.
(o) Any hazardous material (including, but not limited to,
asbestos), waste or toxic substance is stored or found
in or on the Property or any part thereof. In the
event that PURCHASER determines there is any hazardous
material, waste or toxic substance found in or on the
Property, PURCHASER, as an alternative to voiding this
Agreement, may take any corrective actions necessary to
remove or eliminate such hazardous material.
19. ENTIRE _AGREMA T
This Agreement represents the entire agreement between the
parties and may not be changed orally but only by an agreement in
writing signed by both parties.
20. AERLILAUE _LAW
This Agreement shall be construed in accordance with the
laws of the State of Florida.
(a) if intended for SELLER, to:
Irving Zuokerberg
6831 S.W. 147 Avenue
Building 2. Apartment 28
Miami, Florida 33193
( With a copy to:
Louis Fogle, Esq.
19 West Flagler Street
Suite 924
Miami, Florida 33130
}
i
,. (b) if intended for PURCHASER, to:
` The City of Miami
Attn: Herbert J. Bailey, Assistant City Manager
c/o Department of Development
300 Biscayne Boulevard Way
Suite 400
Miami, Florida 33131
f With a Copy to:
Jorge L. Fernandez
City Attorney
I One Southeast Third Avenue
1100 AmeriFirst Building
Miami, Florida 33131
23. AMENUMEMT—ANDAIYES
j This Agreement may be amended or changed only by written
document duly executed by SELLER and PURCHASER, and any alleged
amendment or change which is not so documented shall not be
effective as to either party. Provisions of this Agreement may
be waived by the party hereto which is entitled to the benefit
thereof by evidencing such waiver in writing. executed by such
party.
24. ATTORNEYS FEES:
SELLER and PURCHASER agree to pay their own respective
attorney's fees.
28. FURTHER ASSISTANCE:
At any time or times after the date hereof, SELLER shall
execute, have acknowledge and deliver to PURCHASER any and all
instruments, and take any and all other action as PURCHASER may
reasonably request to evidence or perfect the transfer of the
Property or to effectuate the intents and purposes of this
Agreement.
EXECUTED as of the above date and year first written.
WITNESS AS TO SELLER: SELLER: Irving Zuokerberg
}
66
By:
Irvin Zu erberg
f
iy At,I..
F
ATTEST:
natty Hirai
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Inauranoe Manager
PURCHASER:
CITY OF MIAMI, g munioipal
oorporation of the State of
Florida ("CITY")
By: Cesar H. Odio
City Manager
APPROVED AS TO FORM
AND CORRECTNESS:
By:
Jorge L. Fernandez
City Attorney
LKK/pb/M123
-
�y+
J
5/16/89 2:58 PM
i
L
s
ik
{
r
Z
10
1
1 f
MW MW;�f 'ZI,
99 Northeast 4th Street
LOCATION OF PROPERTY: Miami, Florida
Lot 3, Less the North 10 ft
DESCRIPTION: •.
LEGAL and less Beg. Northwest Cor.
Lot 3, South 29•5. East 50.30,
North 36, West 49.98 to POS:
and all of Lot 18, and South
100 ft• of Lots 19
Miami North; P$1
in Block 78►
B, pg. 41.
LOCATION OF PROPERTY: 438-44-46 Northeast 1st Avenue
Miami, Florida
LEGAL DESCRIPTION : North 100 ref a' North 36 f t .of Lots 1 � and
L Block 78
East 10 ft. of Lot 1, Miami
North; PB-B. pg. 41.
4 ..
r;
" LOCATION OF PROPERTY: 498 Northeast 1st Avenue
Miami, Florida
South SO ft. of Lots 1 V 2•
kr LEGAL DESCRIPTION: less East 10 ft. of Lot 1 t0-
R/W; Block 78, Miami North;
PB-B, Pg. 41.
46 Northeast Sth Street
LOCATION OF PROPERTY: Miami, Florida
LEGAL DESCRIPTION: Lot S, less North 10 ft.,
L Block 78, Miami North; PB-B.
pg. 41
LOCATION OF PROPERTY: 38 Northeast 61;h Street
Miami. Florida
L DESCRIPTION' Lot 6. Less North iQ ft.�ri
LEGAL Block 78 Miami .North, Pa "Br
pg . 41
j'
s
4
n
r,
51 Northeast 4th Street
LOCATION OF PROPERTY: Miami, Florida
Lot 17, Block 78, Miami North;
LEGAL DESCRIPTION:
PB-B, Pg. 41.
LOCATION OF PROPERTY: Northeast Sth Street, west of
1st Avenue
Miami, Florida
LEGAL DESCRIPTION: Lot 3, Less N 10 ft., Block
78; further deco. beg.
Northwest Cor. Lot 3, South
29.8, East 50,36, North 36;
West 49.95 to POB, Miami
North; PB-B, pg. 41.
LOCATION OF PROPERTY: 84 Northeast 5th Street
Miami, Florida
x ,
Lot 4, Block 78. Miami North; x%
LEGAL DESCRIPTION: PB-B, pg. 41.
' A
LKK/pb/M123
5/16/89 2:89 PM
r _
av
;n-
F'.
hi x ip
r € 31
,* x
e i
oe of
x
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: DATE : J u N 13 1989 FILE
Honorable Mayor and Members
of the City Commission
• SUBJECT: Federal Law Enforcement Building
Project/Site Acquisition
Cesar H. Odi REFERENCES : For City Commission Meeting
FROM : of June 22, 1989
City Manager,'
y' ENCLOSURES:
RECO)! MMMATION:
it is respectfully recommended that the City Commission adopt the
attached .Resolution, with attachments, authorizing the .City
Manager to execute five Agreements of Purchase and. Sale, for
prices as stated therein, between the City and Purchasers, as
described the,
for the purchase and sale of properties for the
total purchase price of $4,518,100; funds for the acquisition of
property to be appropriated in Capital Project No. 311014'entitled4
"Federal Law Enforcement Building" for the purpose of development
of the Federal Law Enforcement Building; furtherauthorizingthe
City Attorney to take whatever steps are necessary to close the
transactions with the sellers as early as practicable; said
authorization. being conditioned on the appropriation' of the
necessary funds.
BACKGROUND
On July 23, 1987, the City Commission adopted Resolution°'87-746
authorizing the City Manager to execute a lease agreement between
the United States of America and the city of Miami setting forth
the terms and conditions for the City to. construct and lease to
the United `States of America an approximately 250,00fd` sq.ft•
building•.ta house Federal `.law enforcement agencies in Miami to be
located on specified.lots to be acquired between NE 4th and 5ths
r
Streets and NE ist and Miami Avenues.. ,
On February 12,, 1987, the City Commission adapted Resolution .87•-;>,
148 authorizing acceptance of appraisal proposals for the property 4T�
to be_acquired. Two independent appraisals of.the'property.;.were
transmitted to the City on August 19, 1987 and September 16,
res ectively.
P
gpdates of the two ,independent appreisalss were trans�aitted t9 they j4,
City_ on,. April: 10, 1989, and . April.' 16, � 1989. The ;market' value��
April 1989' for the,' property to, be .,acquired, owned �y sfive owHier& " a`
is $ 3-, 978, Oo . and $ 3, 921, respectively . �� r �_ � gT =
}
S
a
i
Honorable Mayor and Members
of the City Commission
Page Two
price of $4,518,100 represents an offer to
A negotiated purchase
the five property owners as seller at approximately 10% above the
higher of the two appraised market values for the property. Funds
for the acquisition of property are to be appropriated in capital
project No. 311014 entitled Federal Law Enforcement Building."
are for, the
The attached five Agree etwen�f Purchase
he and
ofle
Miami and the
prices as stated herein
following (collectively described ,herein Sfor for the the uchase totals purchased
sale of.
asd price of
properties as
$4,518,100.
SELLER PRICE PROPERTY -
David Abraham $ 677,600 438-44-46 NE_1:Avenue
& 498 NE 1 Avenue -,
James Kirk, John K. 1;
Durkin &Barbara Ryan 11800,000 99 NE 4,Street Y.
Graham C. Miller, 918,500 46 NE 5 Street &.
Trustee 38 NE 5 Street
Joaquin Trias & 495,000 51 NE 4 Street
Hortensia Trias
Irving Zuckerberg 627,000 420 NE 1 Avenue
It is requested that the proposed Resolution be adopted in., its
entirety so that closing the transactions may take place as early
as practicable.
y
Attachments:
Proposed Resolution r`
Agreements of Purchase and
Sale (5)
AM
tr
r r _
r �