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HomeMy WebLinkAboutAgreement for Purchase and SaleAGREEMENT FOR PURCHASE AND SALE THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this day of , 2004 by and between the City of Miami, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130 (the "Seller'), and Allapattah Business Development Authority, Inc., a Not -for -Profit Corporation, with offices at 2634 NW 2181 Terrace, Miami, Florida 33142 (the "Purchaser). The Parties hereby agree that Seller shall sell and Purchaser shall buy the following properties upon the following terms and conditions: 1. DESCRIPTION OF PROPERTY a) Legal Descriptions Legal descriptions as set forth in Exhibit "A" attached hereto and made a part hereof, hereinafter referred to as the "Property" b) Street Address Folio Number 3255 NW 11 Court 01.3126-034-0190 3245 NW 11 Court 01.3126-034.0200 1264 NW 31 Street 01.3126-039-1310 I c) The City of Miami Commission has authorized the sale of the Property to the Purchaser for the purpose of providing affordable housing pursuant to Section 29B of the City of Miami Charter which 1 exempts affordable housing developments from the competitive bidding requirements established therein. Accordingly, Seller agrees to sell the Property to Purchaser on the condition that that the Property shall only be used to provide affordable housing for individuals and/or family within the economic affordability range of very low, low and/or moderate income families and/or individuals, based on criteria established by federal and/or state law or by the City Commission of the City of Miami. Accordingly, Seller agrees to sell the Property to Purchaser in reliance on Purchaser's covenant that it will, within six (6) months from the date of the City Deed commence the construction of three (3) twin homes (the "Improvements"), and Purchaser shall continue diligently with the construction of the Improvements to completion within twelve (12) months from the date of the City Deed. 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the Burn of Ten and No/100 Dollars ($10.00) (the "Purchase Price"). The Purchase Price 0, n A rrl n/ l ,r. l h%,/ . shall be payable as follows. At Closing, the Purchase Price increased or decreased by adjustments, credits, prorations, and expenses as set forth in Section 12 or any other provision of this Agreement shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check or wire transfer. 3. ENVIRONMENTAL MATTERS A. Definitions. For purposes of this Agreement; The term "Hazardous Materials" shall mean and include without limitation, any substance, which is or contains (A) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCIX) or any regulations promulgated under or pursuant to CERCLA; (B). any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the `Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended of the United States, the State of Florida, Miami -Dade County, the City of Miami, or any other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or. threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil). B. Disclaimer As To Environmental Matters. Purchaser acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties (other than the limited warranty of title as set out in the City Deed), promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to, concerning or with respect to environmental matters with reference to the Property, including, but not limited to: (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the compliance of or by the Property, or its operation with any Environmental Requirements, (c) any representations regarding compliance with any environmental protection, pollution or land use, zoning or development of regional impact laws, rules, regulations, orders or requirements, including the existence in or on the Property of Hazardous Materials. Purchaser further acknowledges and agrees that it is being given the opportunity to inspect the Property, and all relevant documents and records of the Seller as they relate to the Property, and other documents that may exist in the public records of the state, county and/or city relating to the environmental condition of the Property as part of this Agreement and that Purchaser is not, relying solely upon any documents or representations made by or on behalf of Seller, but that Purchaser is responsible to conduct its own investigation of the Property. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information but Seller agrees that it will ­�'Iiot intentionally withhold information and Seller will not knowingly provide any false or misleading information. Seller is not liable or bound in any matter by any oral or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person. C. Inspection Period. Purchaser, its employees, agents, consultants and contractors shall have a period of twenty-five (25) days from the Effective Date (the "Investigation Period") in which to undertake at. Purchaser's expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and his consultants to review and evaluate the physical characteristics of the Property and to perform certain work or inspections in connection with such evaluation (the "Environmental Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. The City, at its sole option, may extend the Investigation Period for an additional twenty-five (25) days if based upon the results of the testing, additional testing is warranted. For the purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, full right of entry upon the Property during the Inspection Period through the closing date. The right of access herein granted shall be exercised and used by Purchaser, its employees, agents, representatives and contractors in such a manner as not to cause any material damage or destruction of any nature whatsoever to, or interruption of the use of the Property by the Seller, its employees, officers, agents and tenants. D. Inspection Indemnity, Insurance and Releases. Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Seller granting a continuing right of entry, the Purchaser hereby specifically agrees to: (i) immediately pay or cause to be removed any liens filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the inspection of the Property; (ii) immediately repair and restore the Property to its condition existing immediately prior to the Inspection Period; and (iii) indemnify, defend and hold harmless Seller, its employees, officers and agents, from and against all claims, damages or losses incurred to the Property, or anyone on the Property as a result of the actions taken by the Purchaser, any of its employees, agents, representatives or contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, with respect to the inspection of the Property, regardless of whether or not such claim, demand, cause of action, damage, liability, loss or expense is caused in part by Seller, its employees, officers and agents, provided, h3wever, Purchaser shall not be liable for the gross negligence or intentional misconduct of Seller, its employees, officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution where appropriate. The provisions of this indemnity shall survive the Closing or the termination of this Agreement. Prior to Purchaser entering upon the Property for purposes of commencement of the Environmental Inspection, Purchaser shall furnish to Seller the policy or policies of insurance or certificates of insurance in form and such reasonable amounts approved by the City of Miami's Risk Manager protecting the City, during the course of such testing, against all claims for personal injury and property damage arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, upon the Property or in connection with the Environmental Inspection. Purchaser hereby waives. any and all claims against the Seller for personal injury or property damage sustained by the Purchaser, its employees, agents, contractors, or consultants arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors upon the Property or in connection with the Environmental Inspection and releases the Seller from any claims in connection therewith. E. Remedies/Right of Termination. If Purchaser discovers, during the Investigation Period, the presence of Hazardous Materials on the Property in levels or concentrations which exceed the standards set forth by DERM, the State or the Federal Government, prior to the end of the Inspection Period, Purchaser shall notify Seller in writing and deliver to Seller copies of all written reports concerning such Hazardous Materials (the "Environmental Notice"). The Purchaser and Seller shall have seven (7) business days from the date the Seller receives the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the event the Purchaser and Seller are unable to reach agreement with respect thereto within the seven (7) business day period provided herein, the parties shall have the option within two (2) calendar days of the expiration of the seven (7) business day period to cancel this Agreement by written notice to the other party whereupon (i) all property data and all studies, analysis, reports and plans respecting the Property delivered by Seller to Purchaser or prepared by or on behalf of the Purchaser shall be delivered by Purchaser to the Seller; and then (ii) except as otherwise hereafter provided in this Section, the parties shall thereupon be relieved of any and all further responsibility hereunder and neither party shall have any further obligation on behalf of the other; and (iii) Purchaser shall be refunded the Deposit and all interest earned. F. Waiver and Release. In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "AS IS" condition and basis with all faults. Purchaser on behalf of itself and its successors and assigns thereafter waives, releases, acquits, and forever discharges Seller, its heirs, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its successors or assigns now has or which may arise in the future on account or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property including, without limitation, any Hazardous Materials in, at, on, under or related to the Property, or any violation or potential violation or any Environmental Requirement applicable thereto. In addition, Purchaser thereafter specifically waives all current and future claims and causes of action against Seller arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or state law or county regulation relating to Hazardous Materials in, on, or under the Property. Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement. 4. TITLE EVIDENCE Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents, which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof. Seller has no obligation to, but to the extent Seller has evidence of title, including abstracts, prior title policies and title reports, Seller shall provide copies of same to Purchaser, within five (5) calendar days of the Effective Date, to assist in Purchaser's title examination and obtaining title insurance. Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents which Purchaser requires in order to ascertain the status of title including, but not limited to (i) a commitment for title insurance, from a recognized title insurance company authorized to issue title insurance in the State of Florida, and (ii) a survey of the Property showing the Property to be free of encroachments or conditions that, in Purchaser's sole discretion, equal to the Inspection Period in which to obtain and examine the survey and the title commitment and submit to the Seller its objections (the "Title Defect"). Seller shall have a period of sixty (60) calendar days after its receipt of Purchaser's notice in which to cure the Title Defect provided, however, that . S 11er should not be required to bring any action or to incur any expense to -,cure any Title Defect or objection. If Seller shall be unable to convey title to the Property according to provisions of this Agreement, Purchaser may: (i) elect to accept such title that Seller may be able to convey; or (ii) terminate this Agreement. This Agreement shall be null and void and the parties hereto shall be relieved of all further obligations and liability, and neither party shall have any further claims against the other. 5. _DISCLAIMER OF WARRANTIES AS TO PROPERTY: "AS IS" CONVEYANCE. A. Except as otherwise previously provided in Sections 3 and 4 of this Agreement, Purchaser is purchasing the Property in an "AS IS" condition and specifically and expressly without any warranties, representations or guaranties, either express or implied, of any kind, nature or type whatsoever from or on behalf of Seller. Without in any way limiting the generality of the immediately preceding, and in addition to the specific disclaimers set forth in Section 3 of this Agreement with respect to Environmental Matters, Purchaser and Seller further acknowledge and agree that in entering into this Agreement and purchasing the Property: (1) Purchaser hereby acknowledges that Seller has not made, will not and does not make any warranties or representations, whether express or implied, with respect to the Property, its condition, the value, profitability, or marketability thereof; (2) Purchaser acknowledges that with respect to the Property, Seller has not and will not make any warranties, whether express or implied, of merchantability, habitability or fitness for a particular use or suitability of the Property for any and all activities and uses, which Purchaser may conduct thereon; (3) Purchaser acknowledges that Seller has not made, will not and does not make any representations, whether express or implied, with respect to compliance with any land use, zoning or development of regional impact laws, rules, regulations, orders or requirements; (4) Purchaser acknowledges that Purchaser has made and/or shall be given an adequate opportunity to make such legal, factual and other inquiries and investigations as Purchaser deems necessary, desirable or appropriate with respect to the Property, the value or marketability thereof and of the appurtenances thereto. Such inquiries and investigations of Purchaser shall be deemed to include, but shall not be limited to, the condition of all portions of the Property and such state of facts as an accurate abstract of title would show; (5) Purchaser acknowledges that Purchaser has not relied, and is a not relying, upon any information, document, projection, proforma, statement, representation, guaranty or warranty (whether express or implied, or oral or written or material or immaterial) that may have been given by or made by or on behalf of Seller. B. The provisions, of this Section shall survive the closing. 6. RESTRICTIONS EASEMENTS AND LIMITATIONS The Purchaser further agrees it shall take title subject to: zoning, restrictions, prohibitions, and other requirements imposed by governmental authority; restrictions and matters appearing on the public records, including but not limited to deed restrictions and reversionary interest and all recorded and unrecorded public utility easements and any matters that would be disclosed on a survey of the property. 7. CLOSING DATE Closing shall take place within forty-five (45) days after the Effective Date, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Community Development located at 444 SW 2 Avenue, 3rd Floor, Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date for Closing. 8. CONDITIONS PRECEDENT Seller's obligation to sell shall be subject to the satisfaction of the following conditions on or before _ .2004. (a) The Purchaser shall submit to the Seller evidence that it has the funds necessary to construct the Improvements, the value of which shall be 'determined by an appraiser approved by the City. (b) The Purchaser shall submit to the Seller evidence that is has secured a buyer for the improved Property who satisfies the applicable affordable housing income test requirements. (c) The Purchaser shall submit to the Seller a copy of the construction contract for the construction of the Improvements. _ d) The Purchaser shall submit to the Seller evidence that it is ready to a commence and complete construction of the Improvements within the times set forth in Paragraph I.c. hereof. 9. DEED RESTRICTIONS The City shall convey title to the Property by City Deed subject to certain deed restrictions pertaining to the use of the Property, in substantially the form attached hereto as Exhibit "B". 10. AFFORDABLE HOUSING EXEMPTION Purchaser represents and warrants to the Seller that, for a period of at least fifteen (15) years, the Property will be used exclusively for the purpose of providing affordable owner occupied housing for individuals and/or families within the economic affordability range of very low, low and/or moderate income families and/or individuals, based on criteria established by federal and/or state law. Seller has relied on Purchaser's representations in entering into this Agreement pursuant to the provision of Section 29B of the City of Miami Charter which exempts from the competitive bidding requirements established therein a conveyance or disposition of city -owned property implementing city -assisted housing programs or projects which are intended to benefit persons or households with low and/or moderate income by providing housing for such persons or households, such as, but not limited to, those funded programs or projects undertaken, pursuant to the Federal Housing Act of 1937 and the Florida Housing Act of 1972, as those statutes may be amended or revised from time to time, implementing city -assisted housing programa as may be authorized by federal or state law, implementing projects authorized under the Florida Community Redevelopment Act of 1969, and implementing projects of any governmental agency or instrumentality" (the "Affordable Housing" exemption). Purchaser further agrees to commence promptly the construction of three (3) twin homes for individuals/families within the economic affordability range of very low, low and/or moderate income families and/or individuals, based on criteria established by federal and/or state law, and shall continue diligently with the construction of the improvements to completion; provided, that, in any event, construction shall commence within six (6) months from the date of the City Deed, and shall be completed no later than twelve (12) months from the date of the Deed. 11. PAY FOR MUNICIPAL SERVICES The Purchaser agrees that if the Property, or any portion thereof, is purchased by an "immune" or "exempt" entity or is utilized for exempt purposes, that so long as the City of Miami provides municipal services to the Property the owner of the property shall pay to the City of Miami an a=ual payment, which shall never be less than the amount of taxes that the . City of Miami would be entitled to receive from the Property based on the --Mair market value of the Property. 12. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: 1) City Deed conveying to Purchaser Seller's interest in the Property without warranties and subject to conditions, restrictions, easements and limitations of record; and 2) A Seller's Affidavit and a Non -Foreign Affidavit; and 3) Such documents as are necessary to fully authorize the sale of the Property by Seller and the execution of all closing documents; and 4) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby. B) Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or deliver to Seller the following: 1) Covenants (or acknowledgement of Deed Restrictions); 2) Closing Statement; and 3) Such documents as are necessary to fully authorize the purchase of the Property by Purchaser and the execution of all closing documents; and 4) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby; and 13. CLOSING COSTS AND ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser as follows: A) Adjustments and Prorations 1) Real Estate Taxes: The Seller warrants that the Property is exempt from taxes and accordingly there should be no taxes due at Closing. 2) Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Seller. Pending liens as of the Closing Date shall be assumed by Purchaser. a 3) Other Taxes, Expenses. Interest. Etc: Taxes, assessments, water and sewer charges, waste fee and fire protection charges, if applicable, shall be prorated. 4) Usual and Customary: Such other items that are usually and customarily pro -rated between purchasers and sellers of properties in the area where the Property is located. All pro - rations shall utilize the 366 -day method. B) Closing Costs 1) Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. (2) Purchaser shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: 10 (i) all recording charges, filing fees payable in connection with the transfer of the Property hereunder; (ii) documentary stamps; (iii) administrative charges. 14. RISK OF LOSS The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty, or acts of God, as of the Effective Date. 15. RELEASE AND INDEMNIFICATION Purchaser and anyone claiming by, through or under Purchaser hereby fully and irrevocably release Seller, its employees, officers, directors, representatives, agents, successors and assigns (collectively the Seller) from any and all claims that it may now have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, including, but not limited to, environmental matters, affecting the Property, or any portion thereof. 16. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication between PMchaser and Seller is important. Accordingly, to facilitate such --communication, the Purchaser and Seller have appointed the following persons on their respective behalves to be their representatives, to wit: ' On behalf of Seller: City of Miami Keith A. Carswell, Director Department of Economic Development 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Telephone (305) 416-1450 Fax (305) 416.2156 17. NOTICES On behalf of Purchaser: Allapattah Business Development Authority, Inc. Xiomara Pacheco, Exe. Director 2634 NW 218t Terrace Miami, FL 33142 Telephone (305)-635-3561 Fax (305)-634-6124 All notices or other communications, which may be given pursuant to this Agreement, shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: 11 Seller City of Miami City Manager 444 SW 2 Avenue, 101h Floor Miami, FL 33130 Copy To Purchaser Allapattah Business Development Authority, Inc. 2634 NW 21st Street Miami, FL 33142 Copy To City of Miami Allapattah Business Keith A. Carswell, Director Development Authority, Inc. Department of Economic Development Xiomara Pacheco, Exe. Director 444 SW 2 Avenue, 3H Floor 2634 NW 218t Terrace Miami, FL 33130 Miami, FL 33142 i Alejandro Vilarello, City Attorney Lazaro Lopez Esq. 444 SW 2 Avenue, 96 Floor 3663 SW 8th Street, Suite 206 Miami, FL 33130 Miami, Florida 3315 18. CAPTIONS AND HEADINGS The Section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be ccThsidered in interpreting this Agreement. 19. BINDING EFFECT i This Agreement shall bind and inure to the benefit of the parties hereto and j their successors in interest. Purchaser may assign or pledge this Agreement only with the prior written consent of the City Manager which consent may be withheld for any or no reason whatsoever. 20. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue shall be in Dade County, Florida. 21. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. 22. WAIVERS No waiver by either party of any failure or refusal to comply with its obligations shall be deemed a waiver of any other or subsequent failure or 12 refusal to comply. All remedies, rights, undertaking, obligations and agreement contained herein shall be cumulative and not mutually exclusive. 23. SURVIVAL OF REPRESENTATIONS/WARRANTIES Paragraphs 3, 5, 8, 9, 10, 14, 18, and 22 of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 24. PARTIAL INVALIDITY In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render same valid, or shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision had not been included herein, as the case may be. 25. WAIVER OF TRIAL BY JURY The parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury in respect to any litigation arising out of, under or in connection with this Agreement, or any course of conduct, course of, dealing, statements (whether oral or written) or actions of any party htrreto. This provision is a material inducement for Purchaser and Seller -•entering into this Agreement. 26. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties. There are no promises, agreements, undertakings, warranties or representations, oral or written, express or implied, between the parties other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by the City Manager on behalf of the Seller and the Purchaser. 27. TIME OF THE ESSENCE Time is of the essence of this Agreement and in the performance of all conditions and covenants to be performed or satisfied by either party hereto. Whenever a date specified herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the next succeeding business day. 28. EFFECTIVE DATE/TIME OF ACCEPTANCE The Effective Date of this Agreement shall be the date on which the last party to this Agreement executes said Agreement and Purchaser has been notified in writing of the approval. 13 29. AUTHORITY OF CITY MANAGER The Resolution of the City Commission of the Seller shall, in addition to approving the purchase contemplated under this Agreement, empower the City Manager of the Seller to modify this Agreement in the event a modification to this Agreement becomes necessary or desirable. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. ATTEST: Priscilla A. Thompson City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney "SELLER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida on: By: Joe Arriola, City Manager 14 "PURCHASER" Executed by ALLAPATTAH BUSINESS DEVELOPMENT AUTHORITY, INC. A Florida Not -For -Profit Corporation on By: ATTEST: Xiomara Pacheco, Executive Director Witness Print Name Witness Print.Name -14P ABDA Purchaseand9aleAgreement.doc i5