HomeMy WebLinkAboutAgreement for Purchase & Sale 3EXHIBIT A
AGREEMENT FOR PURCHASE AND SALE
i� I THIS PURCHASE AND SALE AGREEMENT, (the 'Agreement"), is made and entered
into this 2L day of .% UNG . 2004, (the 'Effective Date), by and between the
City of Miami, a municipal corporation of the State of Florida, with offlose at 444 S.W. V
Avenue, Miami, Florida 33130 (the 'Seiler'), and Allapattah Community Action, Inc., a Florida
not-for-profit corporation, with offices at 2257 NW North River Drive, Miami, Florida 33125 (the
'Purchaser'). The Parties hereby agree that Seller shall sell and Purchaser shall buy the
following property upon the following terms and conditions:
-1. DE$CBIPTION OF PRQPERTY % N I r
a) Legal Description
Legal description Is set forth In Exhibit 'A' attached hereto and made a
part hereof, hereinafter referred to as the 'Property'.
b) Street Address: 1390 NW 24 Avenue
C) Folio Number 01-3134-108-0010
2. PURPOSE QF ACQUISITION
The City of Miami Commission ('City 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 Mlaml Charter, which exempts affordable housing
developments from the competitive bidding requirements established therein.
Accordingly, Seller agrees to sell the Property to Purchaser on the condition that the
Property shall only be used to provide an affordable rental housing facility ("Faciittyo, not
to exceed a maximum of eighty (80) units, for aid" persons whose kKxmm Is within the
eox*mec atibrrfaWNty raW of very kwt bw arddbr- moderate kxxw a famNies Boddor
Individuals, based on criteria established by federal and/or state law or .by the City
Commission. Furthermore, Seller agrees to self the property to Purchaser In renanoe on
Purchaser's oovenant that it shall: i) be approved for, and accept thereof, 24CFR
Chapter 891 particularly subpart B — Section 202 Supportive Housing for the Elderly
('HUD 202 Program') funding within twenty-four (24) months of the Effective Date, and
ii) commence and complete the construction of the Facility in accordance with the HUD
202 Program funding requirements, in the event that Purchaser is not approved for and
accepts the award of HUD 2D2 Program funding within twenty-four (24) months after the
Effective Date, then this Agreement is null and void without further action of the parties_
3. 'PURCHA§E PRIG,(` AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept the sum of Two Hundred
Forty Eight Thousand One Hundred Forty One Dollars (:248,141.00) (the "Purchase
Price"). The Purchase Price shall be payable as follows. At Closing, the Purchase
Price, which shall be increased or decreased by adjustments, credits, prorations, and
expenses as set forth in Section 13 entitled 'Closing Costs and Adjustments' 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.
4. ENVIRONMENTAL MATTERS
A. Definitions.
IFor purposes of this Agreement: The term 'Hazardous Materials" shall mean and include
'without limitation, any substance, which is or contains (A) any 'hazardous substance' as
now or hereafter defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.)
('CERCLA') or any regulations promulgated under or pursuant to CERCLA; (B) any
'hazardous waste' as now or hereafter defined in the Resource Conservation and
Recovery Act (42 U.S.C„ Section 6901 at 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 y "
additional substances or material which: (i) is now or hereafter classified or considered
to be hazardous or toxic under Environmental Requirements as hereinafter defined; pi)
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.
Seller will provide Purchaser with copies of the 'Phase I and Limited Phase II
Environmental Site Assessment (ESA) reports, which can be used in the Purchaser's
application for HUD 202 Program funding.
Purchaser acknowledges and agrees that Seller has not made, does not make and
specifically negates and disclaims any representations, warranties (other than the limited
warranty of title as set out in the Special Warranty Deed), promises, covenants,
agreements or guaranties of any find 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, or (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 Seiler, 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 investigption or verification of such information
and makes no representations as to the accuracy or completeness of such information
but Seller agrees that it will not intentionally %Withhold information and Seller will not
knowingly provide any false or misleading inforpmation. 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, fumished by any agent, employee, servant or
other person.
C. lnspsct Qn Period.
Purchaser, its employees, agents, consultants land contractors shall have a period of
sixty (60) days from the Effective Date (the "Investigation Period") In which to undertake
at Purchasers expense, such physical inspections and other investigations of and
concerning the Property including surveys, soil 4orings, percolation, engineering studies,
environmental tests and studies and other lestq as Purchaser considers necessary for
Purchaser and his consultants to review and evhluate the physical characteristics of the
Property and to perform certain work or inspections in oonnection with such evaluation
(the 'Environmental inspection') after giving the Seller reasonable notice of twenty-four
(24) hours prior to each test performed. The S41ler through its City Manager, 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. Se* hereby grants to Purchaser and its
consultants and agents or assigns, fun 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 lions 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 ail
daims, 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 cllim, demand, cause of action, damage,
liability, loss or expense Is caused in part by Sdtler, its employees, officers and agents,
provided, however, Purchaser shall not be liable for the gross negligence or intentional
misconduct of Seller, its employees, officers qnd agents. Nothing herein shall be
deemed to abridge the rights, ff any, of the SellO 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 ifor purposes of commencement of the
Environmental inspeckion, Purchaser shall furnish to Setter 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 gIgainst the Seller for personal injury or I
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 jupon the Property or in connection with -
the Environmental inspection and releases thl Seller from any claims in connection
therewith.
E. Remedies/Right of Termination.
if Purchaser discovers, during the Investigation Period or as a result of the Purchaser's
review of the Phase i and Limited Phase It ESR reports, the presence of Hazardous
—Materials on the Property in levels or concentrlations 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 along with such notification to
Seller copies of all written reports concerning such Hazardous Materials (collectively the
"Environmental Notice'). The Purchaser and Seller shall have twenty (20) 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 tthe twenty (20) business day period
provided herein, the parties shall have the option within two (2) business days of the
expiration of the twenty (20) business day period to cancel this Agreement by written
notice to the other party whereupon () ah 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 (il) except
as otherwise hereafter provided in this Section, the parties shall thereupon be relieved of
any and all further responsibility hereunder arld neither party shalt have any further
obligation on behatf of the other. '
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
i 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.
S. TITLE EVIDENCE
Seller has no obligation to provide evidence of Ube. However, 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 Effective Date to
assist in Purchasers Ube 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 tate 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 pi) a survey of the Property showing the
Property to be free of encroachments or conditions that, in Purchaser's We discretion,
would affect its proposed use of the Property. Purchaser shall have a period equal to
the inspection Period in which to obtain and examine the survey and the We
commitment and submit to the Seller its objections (the'Tttle Defect"). Seller shall have
a period of sixty (60) calendar days after its receipt of Purchasers notice In which to cure
the Title Defect provided, however, that Seiler shall not be required to bring any action or
to incur any expense to cure any Title Defect or objection.
if Seller shall be unable to convey title to the Property according to provisions of -this
Agreement, Purchaser may: (I) elect to accept such title that Seller may be able to
convey, with no reduction in Purchase Price; or (if) tenninate this Agreement. Upon
such termination, this Agreement will be null and void and the parties hereto shall be
relieved of all further obligation and liability, and neither party shall have any further —
claims against the other.
6. DISCLAIMER OF WARRANTIES AS TO PROPERTY/ "AS IS" CONVEYAN
A. Except as otherwise previopsly provided in Sections 4 entitled
'Environmental Matters' and Section 5 entitled 'Title Evidence' of this Agreement,
Purchaser is purchasing the Property in a "AS IS" condition and specifically and
expressly without any warranties, represen�tions or guaranties, either express or
Implied, of any kind, nature or type whatsoever from or on behalf of Seller. WNhout In
any way limiting the generality of the immediately preceding, and In addition to the
specific disclaimers set forth in Section 4 of this Agreement with respect to
Environmental Matters, Purchaser and Seller further acknowledge and agree that In
entering Into this Agreement and purchasing the Property:
(1) Purchaser hereby acknowledges that Seller has not made, will not and
does not make any warranties or representations, whether express or implied, with
respect to the Property, its condition, the value, profitability, or marketability thereof;
(2) Purchaser acknowledges that with respect to the Property, Seller has not
and will not make any warranties, whether express or implied, of merchantability,
habitability or fitness for a particular use or suitability of the Property for any and all
activities and uses that -Purchaser may conduo thereon;
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(3) Purchaser acknowledges that Seller has not made, will not and does not
make any representations, whether express of implied, with respect to compliance with
any land use, zoning or development o-f-regiojral 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 not retying,
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 dosing.
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RESTRICTIONS, EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take We 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 surv6y of the Property.
a. CLOSING DATE_
The closing (the 'Closing') shall occu, when Purchaser completes a closing
with the United States Department of Housing and Urban Development ('HUD') for the
HUD 202 Program funding ('HUD Closing').( The Conditions Precedent, defined In
Section 9, shall be met on or before the Closing. However, in the event that the
Purchaser does not receive and accept an award for a fund reservation under the HUD
202 Program within twenty-four (24) months of the Effective Date, either party may
terminate this Agreement by written notice to the other party. The Closing shalt take
place at a mutually agreeable time at the 6ty of Miami, Department of Economic
Development located at 444 SW 2 Avenue, Suite 325, Miami, Florida.
9. CONDITIONS PRECEDENT
Seller's obligation to sell shall be subject to the satisfaction of the following conditions on
or before the Closing:
(a) The Purchaser shall have been awarded HUD 202 Funding, and shall provide
proof of acceptance of the award, within twenty-four (24) months of the Effective
Date. i
(b) The Purchaser shall complete the HUD Closing.
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(c) The Purchaser shell agree to all oondiOons and restrictions imposed by HUD In
accordance with the HUD 202 Program1funding
In the event that any one of the foregoing conditions are not satisfied, the Seller, through
Its City Manager, shall have the right, In Its sote discretion, to terminate this Agreement,
and the parties shall be relieved of all further responsibilities and obligations hereunder.
10. AFFORDABLE HOUSING EXEMPTION
Purchaser represents and warrants to the Seller that, the Property will be used
exclusively for the purpose of providing affordable rental housing for elderly 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 HUD, or any other
federal end/or state law or by the City Commission. Seller has relied on Purchaser's
representations in entering into this Agreement pursuant to the provision of Section 298
of the City of Miami Charter which exempts frpm the competitive bidding requirements
established therein a 'conveyance or disposition of city -owned prpperty 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 arnended or revised from time to time, Implementing city -assisted
housing programs as may be authorized by federal or state law, Implementing projects
authorized under the Florida Community Redevelopment Act of 1989, and Implementing
projects of any governmental agency or instrumentality' (the 'Affordable Housing'
exemption). Purchaser further agrees to ccriunence promptly the construction of the
Facility and shad continue difigenity with the constriction of the Facility to completion, in
accordance with the raequirements of the HUD 202 Program.
11. TAX EXEMPTIONS
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
M�ami provides municipal services to the Property, the owner of the property shall pay to
t6 City of Miami an annual payment, which shall never be less than the amount of taxes
that the City of Miami would be entitied to receive from the Property based on the fair
market value of the Property. However, Seller shall waive the provisions of this section
provided that the following both occur. 1) Purchaser receives HUD 202 Program funding;
and ii) the City Commission approves an exemption of Article V, Section 18-182(x)(3) of
the City of Miami Code entitled 'Authority to Sell' by a 415th vote of Its members.
Failing such approval, this Agreement shall be automatically null and void without the
necessity of further action by either party.
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12. CLOSIN DOCUMENTS
A) At Closing, Seller shall execute andlor detiver to Purchaser the following:
1) Special Warranty Deed conveying to Purchaser Seller's interest In the
Property, subod to conditions, restr_;&ns, easements and limitations of
record; and
2) A Closing Statement; and '
3) A Seller's Affidavit and a Non -Foreign Affidavit; and
4) Such documents as are necessary to fully authorize the sale of the
Property by Seller and the execution of alt dosing documents; and
5) Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby.
B) Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
.1) Closing Statement; and
2) Such documents as are necessary to fusty authorize the purchase of the
Property by Purchaser and the execution of all closing documents; and
3) Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby.
13. CLOSINQ COSTS AND ADJUSTMENTS i
At Closing, the following items shall be bome! 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 t losing Date shall be paid by Seller.
Pending liens as of the Closing Date shall be assumed by Purchaser.
3) Other Taxes, Expenses. Intent _Et: Taxes, assessments, water and
sewer charges, waste fee and &6 protection charges, if applicable, shall
be prorated.
4) Usual and Customary: Such other hems that are usually and cpstomarity
pro -rated between purchasers and sellers of properties in the area where
the Property is located. All pro -rations shall utilize -the 365 -day method.
8) Closing Costs I .
1 } Each party shall be responsible ifor 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 documentary stamps and surtax,
all recording charges and ah filing fees payable in connection with the
transfer of the Property hereunder.
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14. RE! FASF AND )NDFMN)F)CA7)ON
Purchaser and anyone claiming by, through or under Purchaser hereby fully and
irrevocably release Seller, its employees, officers, directors, repres6ntatives, agents,,
successors and assigns (conectivety the Seler) 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. i
15. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser 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:
9
On behalf of Seller:
On behalf of Purchaser.
City of Miami
Miriam Urra, Executive Director .
Keith A. Carswell, Director
A lapattah Community Action, Inc.
Department of Economic Development
2257 NW North River Drive
444 SW 2 Avenue, Yo Floor
Miami, Florida 33125
Miami, FL 33130
Telephone: (305) 633-0488
Telephone: (305) 41&1411
Fax: (305) 838-5868
Fax: (305) 416-2158
16. NOTICES
Ail notices or other communications, which meY be given pursuant to this Agreement,
shall be in writing and shall be deemed property
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 personalty served; or ff by
certified mail, on the fifth day after being posted
or the date of actual receipt, whichever 1
is earner
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Seller
i
Purchaser
Joe Arriola, City Manager i
Miriam Urre, Executive Director
City of Miami
Allapattah Community Action, Inc.
444 SW 2 Avenue, 10°i Floor
2257 NW North River Drive
Miami, FL 33130
Miami, Florida 33125
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With a copy to:
With a copy to:
Keith A. Carswell, Director
John Sharkey, CPM
City of Miami
Management Agent
Department of Economic Development
Sharkey and Associates, Inc.
444 SW 2 Avenue, Suite 325
3821 N.E. 160 Avenue
Miami, FL 33130
Oakland Park, Florida 33334
Alejandro Vlarelio, City Attorney
City of Miami
444 SW 2 Avenue, 9°i Floor
Miami, FL 33130
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17. CAPTIONS AND READINGS
The Section headings or captions appearing in this Agreement are for convenience only.
are not part of this Agreement, and are not
to be considered .in interpreting this
Agreement. ;
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18. BINDING E FE ECT
This Agreement shall bind and inure to the benefit of the parties hereto and their
successors in interest. Purchaser may assign or pledge this Agreement only with the
iI prior written consent of the City Manager whose consent may be withheld for any or no
reason whatsoever.
19. GOVERN NG W
This Agreement shall be governed according to the laws of the State of Florida and
venue shall be in Miami -Dade County, Florida.
20. COUNTERPARTS
w
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same Agreement.
21. WAIVERS
No waiver by either party of any failure or refusal to comply with its obligations shall be
deemed a waiver of any other or subsequent failure or refusal to comply. All remedies,
rights, undertaking, obligations and agreement contained herein shlall be cumulative and
not mutuality exclusive.
22. SURVIVAL OF REPRESENTATIONSUARRANTIES
Section 4 entitled 'Environmental Matters', Section 6 entitled 'Disclaimer of Warranties
as to Property/ 'AS IS' Conveyance', Section 9 entitled 'Conditions Precedent", Section
10 entitled 'Affordable Housing Exemption, Section 14 entitled 'Release and
Indemnification', Section 18 entitled 'Binding Efieat', and Section 22 entitled 'Survival of
Representations/Warranties' of this Agreement shall survive the Closing and be
enforceable by the respective parties until such time as extinguished by law.
23. 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
i if said provision had not been included herein, as the case may be.
24. VVArVFR 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 hereto. This provision is a material inducement for
Purchaser and Seller entering into this Agreement.
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25. 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
perein shall fail on a Saturday, Sunday or legal holiday, the date shall be extended to the
next succeeding business day.
28. EFFECTIVE DATElTIME OF ACCEPTANCE
The Effective Date of this Agreement shall be the date on which the last parry to this
Agreement executes said Agreement and Purchaser has been notified In writing of the
approval.
27. AUTHORITY OF CITY MANAGER t M
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. However, any changes in the Purchase Price and/or extensions
or renewals of this Agreement shall require approval by the City Commission.
28. AWARD OF THE AGREEMENT
Seller represents and warrants that it has not employed or retained any person
employed by the Purchaser to solicit or secure this Agreement and that it has not offered
to pay, paid, or agreed to pay any person employed by the Purchaser any fee,
commission percentage, brokerage fee, or gift for the award of this Agreement.
29. CONFLICT OF INTEREST
The Seller covenants that no person under its employ who presently exercises any
functions or responsibilities in connection with purchase and sale of the Property has
any personal financial interest, direct or indirect, in this Agreement, except for the
interest of the Seller in the sale of the Property. Thg Seller is aware of the conflict of
interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade
County, Florida (Dade County Code Section 2-11-1), the State of Florida (Chapter 112,.
Florida Statutes) and HUD and agrees that it shall comply in all respects with the terms
of said laws and any future amendments, as %4611 as all other federal or state laws or
regulations applicable to the transaction that is the subject matter of this Agreement. -
30 1 1 APPROVAL BY THE MIAMI CITY COMMISSION
This Purchase and Sale Agreement is subject, as a condition precedent, to the approval
of the City Commission. Any changes in the purchase price (as defined in Section 3 of
this Agreement), and any extensions or renewals of this agreement, shall require
approval by the City Commission.
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31. ASSIGNMENT '
Purchaser has represented that it is a spons% applicant for the HUD 202 Program, and
that it is a requirement of the HUD 202 Program that it assign the ownership of the
Property to a private not-for-prol'd organizon created by it to receive HUD 202
Program funding to construct and operate the Facility (`Organization"). In the event that
Purchaser does obtain HUD 202 Program funding and it Is HUD's requirement that the
Property be assigned to the Organization, then the Seller consents to said assignment
provided that Organization assumes the rights and duties of this Agreement and the
Special Warranty Deed. Except as provided herein, this Agreement, or any interest
therein, shall not be assigned, transferred or otherwise encumbered under any
circumstances by either party without the prior written consent of the other party, which
may be unreasonably refused. Thirty (30) days prior the Buyer's transfer of ownership
and We to the Organization, Buyer shall send written notice to Seller's representative.
The notice shall contain_ the Organization's name, address, telephone number, tax
number, members of the Organization's boars) of directors, their addresses,, the date(s)
of the transfer of HUD 202 Program funds to, the Organization, and the Organization's
articles of Incorporation. Seller's representative shall also receive notice of the date of
the transfer of title and ownership so that Sellers representative, or designee, may be
present for the dosing or the transfer of ownlership and title. This provision shall not
prevent HUD as the provider of HUD 202 Funding from exercising Its rights as lender or '
mortgagor.
32. ENTIRE AGREEMENT
This Agreement contains the entire agreen4nt 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 approved by the City
Commission, except as provided heretofore, In wilting and signed by the City Manager,
on behalf of the Seller, and the Purchaser. ,
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the day and year first above written.
"Seller"
I�
CITY OF MIAMI, munici at
ATTEST: corporation of the to o lorida
fes/ Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
f Alejandro Vilarel City Attomey
V City Attome
SignatA of iC; ftorate Secre ry
Jose Enrique Daus
Joe�Ac iota, City Manager
APPRWED AS TO INSURANCE
REQUIREMENTS:
Dania Carrillo
Risk Management Administrator
"Purchaser"
Allapattah Community Action, Inc
a Florida not-far—profit corporation
J '
Ardo Mesa, Chairman
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