HomeMy WebLinkAboutexhibit 1 -optionto purchase propPrepared by: .
Rafael Suarez -Rivas, Esq.
Assistant City Attorney
Office of City Attorney Alejandro Vilarello
City of Miami
444 S.W. 2nd Avenue, Ste. 945
Miami, Florida 33130
OPTION TO PURCHASE REAL PROPERTY
THIS AGREEMENT is made this 9411 day of TAAIuAry , 20 w
between Thomas N. Yates and Keith M. Yates, whose principal addr ss is 1031 Northwest 2
Avenue, Miami, Florida; 33125 ("Optionor"), and the City of Miami, (hereinafter 'City"- or
"Optionee") a municipal corporation organized and existing under the laws of the State of Florida,
whose principal address is 444 S.W. 2"d Avenue, Ste. 325, Miami, Florida, 33130.
GRANT OF OPTION.. Optionor hereby grants to City or Optionee the exclusive
option to purchase the real property located in. Miami -Dade County, Florida, particularly described
in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in
accordance with the provisions of this Agreement. The Optionor covenants to convey the above-
described property by Warranty Deed to the City, or to such persons that the Optionee may in
writing assign or direct, for a price of One Hundred Thousand (S100.000.00) Dollars (the
"Purchase Price"), which, after reduction by the amount of the Option Payment, and adjustment by
the appraisal, after review of the survey, and environmental audit as provided herein, is payable in
full at closing.. This Purchase Price presumes that the Property contains at least 5 09Qsquare feet,
to be confirmed by the Survey. In the event that the square footage is more than 5.000 square .feet,
the purchase price shall not be affected. In the event the square footage is less than 5.000 square'
t then the purchase price shall be adjusted to reflect a reduction based on $20.00 per square foot.
The determination of the final Purchase Price can only be made after the completion and approval
of the appraisal, survey, and environmental audit. The Purchase Price exceeds the appraised value
of Sixty -Five Thousand Dollars ($65.0001 by Thirty -Five Thousand Dollars ($3 5.0001 It is a
condition precedent to the validity of this Agreement and its execution by the City. Manager that the
City Commission of the City of Miami approve this Agreement by a greater majority of a 4/5th
vote of its members, failing such approval this Agreement shall be automatically null and void
without the necessity of further action by either party.
2. ASSIGNMENT OF OPTION. The City may assign this option to any assignee and
Optionor hereby consents to such assignment and will honor the option, as if the City had
exercised it. The. City or its assignee may exercise this option at any time on or before the day
written above as the Option Expiration Date by written notice to the Optionor. In the event that the
City, its assignee or other holder of the option, shall decide to purchase the property at the price
and terms above within that time, the amount paid for this option shall be credited to the purchase
price.
3. OPTION TERMS. The option payment is $100.00 ("Option Payment"). This payment
will be made within 10 business days of the time the Optionor executes this grant of the Option.
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This is specific and indepe
Optionee, an irrevocable a
duration of this irrevocabl
ent considcrat n payable
ion to purchase the Property
option shall commence on
and shall continue through 3 ("Op
Optionor shall not lease. sell, transfer. or offer the
The Option Payment will be forwarded to Opziono
The Option may only be exercised by the City C
Optionee's approval by executiccof chi A. ee
to the Optionor, and ending on DE
other provisions of this Agreement. The closing shall occur within one hundred twenty (120) days
of the exercise of the option, unless such time is extended for good cause, pursuant to the terms of
this agreement. If the time to exercise the option is extended pursuant to the provisions of this
agreement, the Closing Date shall occur within ninety (90) days of the extended period......
The option money shall be Hilly refundable to City in the event any of the following occur (a) an
independent appraisal ordered by the City indicates a fair_ market value, which is less than 90% of
the purchase price, and the Optionor chooses to terminate this agreement (b) the City Comrniuion
fails to approve the purchase of the real property; (c) if a survey ordered by the City of the Property
shows any encroachment on the Property or that improvements intended to be or presently located
on the Property encroach on the land of others; (d) an environmental audit and/or siteassessment
ordered by the City results in a finding that environmental contamination of the Property has
resulted and the cost of clearing hazardous materials exceeds S% of the purchase price. and the
Optionor chooses to terminate this agreement: (e) the Optionor cannot deliver fully insurable and
marketable title; (f) the Optionor fails to perform the conditions preucdent to closing set forth in §4
herein. If for any other reason other than (a)(b)(c)(d)(e) or (f) above, the City, any assignee or
holder of the option do not conclude the purchase within the time agreed upon for closing, or if the
City, any assignee or holder of the option do not exercise the option, then the amount paid for this
option shall be retained by the Optionor in full and complete satisfaction for holding the Property
subject to that option for such time. Upon due exercise of this option and payment of the balance
of the purchase price the Optionor will deliver to the City, or its assigns, a warranty deed, a bill of
sate. a no lien affidavit, and whatever other instruments in the opinion of the City are necessary to
vest in Optionee fully good, clear insurable and marketable title, which constitutes legal and
unencumbered title to the Property as of the date of delivery of the deed. All such instruments will
be in a form acceptable to the City Manager and approved as to legal form by the City Attorney.
This option may be recorded by the City in the Public Records of Dade County, Florida, and the
holder of such option may purchase title insurance in an amount equivalent to the purchase price
showing good, clear and marketable title in the Optionor.
4 CONDMOInganousuiaim
A. This Agreement is also contingent upon Optionor's performance of and compliance with the
express terms of the conditions precedent to closing specified herein and Optionee's funds for
closing being available at closing. If such funds ue not available and/or if the Optionor fails to
comply with the conditions precedent specified herein. then Optionee may in its sole discretion
declare this Agreement void and it shall have no further Force and effect as of that data. Optionor
shall have no recourse whatsoever, at law or equity, (other than retention of the Option Payment set
forth in §2 herein), against Optionee or the Property as a result of any matter wising out of this
3251416 2156 - F.03
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Optionor to grant the City. u
accordance with this Agreement. The
e date the Optionor signs. this Agreement
n Expiration Date"). During this time, the
P sporty for sale to any other person or entity.
upon Optionor's execution of this Agreement,
mission, during the period beginning with the
ent, which exercise must be conveyed hi writing
2003 ("Option Expiration Date"), unless extended by
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a
TOTAL P.03
agreement at any time. Optionee's funds necessary to close are the sole responsibility of Optionee.
Other than retention of the Option funds of the City, Optionor shall have no recourse whatsoever, at
law or equity, against the City or the Property as a result of any matter arising at any time. whether
before or after fee simple title is conveyed to the City, relating to Optionee's funds. Should the
City's funds not be available for any reason, Optionor may elect to terminate this Agreement by
written notice to the parties without liability to any party.
B. In the event funds are not allocated and available for purchase of the property at closing
Optionor's sole remedy will be to keep the, Option Payment provided by §2 herein and the release
of the Properties from the instant option. The parties shall have no further responsibilities as to this
Agreement.
C. The parties acknowledge and agree that on or after the exercise of this'optionby the -City, and at"
least thirty (30) days prior to closing the Optionor must fully comply with, and have performed the
following conditions precedent to closing at his own cost and expense:
(i) At closing Optionor will, by virtue of this section, and by execution of an affidavit,
warrant and represent to Optionee that there are no parties in possession of the
Property, other than the Optionor, and that there are no existing oral or written
leases, licenses, other options to purchase, rights of first refusal or contracts for sale
or possession covering all or any part of the Property (except as may be listed in the
attached Exhibit B annexed hereto at the time of City .Commission approval( IF
APPLICABLE).
(ii) Optionor represents and warrants to the City that it has previously furnished to the
City copies of any and all written leases, contracts for sale, other options or rights of
first refusal (as applicable), estoppels letters from each tenant specifying the nature
and duration of each tenant's occupancy, rental rate, advance rents, or security
deposits paid by tenant and estoppels letters from each optionee, contract vendors,
and all others listed in Exhibit B. If there are none then Exhibit B shall state
"NONE". in the event the Optionor is unable to obtain these estoppels letters,
Optionor represents and warrants that the Optionor has furnished the same
information, true and correct, to City of Miami in the form of an affidavit.
(iii) From the date of execution hereof , Optionor represents and warrants to the City
that the Optionor shall not enter into any lease ( oral or written), option to purchase,
contract for sale, or grant to any person(s) ( natural or artificial) any interest in the
Property or any part thereof or encumber or suffer the Property or any part thereof to
be encumbered by any mortgage or other lien, without the prior written consent of
the City which consent may be granted or withheld by the City in its sole discretion.
(iv) Optionor agrees that it will take all necessary action, including the expenditure of all
reasonable sums of money, to promptly terminate any and all leases, rights of
occupancy, options to purchase, other contracts for sale or purchase, options and any
interest(s) of any other person(s), so that at closing the Optionor will convey the
property to the City free and clear of any such items and furnish to the City
adequate, written evidence of such termination, and provide the City at closing with
an affidavit in the form attached hereto as Exhibit B.
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(v) The Optionor agrees that if, at least five (5) business days prior to closing, all debris
and/or miscellaneous materials are not removed from the Property the Purchase
Price will be automatically adjusted by the cost of such removal. credit in favor of
the City. The Optionor agrees that this credit will be automatically granted without
the necessity of executing any addendum or amendment to this Agreement if the
condition in this subsection is not fully complied with by the Optionor in the manner
provided. The Optionor shall have no recourse from the granting of this credit.
(vi)Optionor's obligations in this section are a condition precedent to the closing of this.
transaction.
4A. ENVIRONMENTAL SITE ASSESSMENT. The City shall, at its sole cost and
expense and at least 30 days prior to the Closing Date, procure an environmental site assessment of
the Property, which meets the standard of practice of the American Society of Testing Materials
("ASTM"). The City shall use the services of competent, professional consultants with expertise in
the environmental site assessing process to determine the existence and extent, if any, of Hazardous
Materials on the Property. The examination of hazardous materials contamination shall be
performed to the standard of practice of the ASTM. For Phase I environmental site assessment,
such standard of practice shall be the ASTM Practice E 1527. If the Findings and Conclusions
section of the assessment reports evidence of recognized environmental conditions, then a Phase II
Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I
environmental site assessment and to confirm the presence of contaminants on site. For purposes
of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or
waste of any kind or any other substance which is regulated by any Environmental Law (as
hereinafter defined in paragraph 4.B.). The Phase I environmental site assessment shall be certified
to the City and the date of certification shall be within 30 days before the date of closing. If a
Phase II environmental site assessment is required, the City may extend the Closing Date . for a
reasonable period not exceeding an additional ninety (90) days, by providing written notice to the
Optionor.
4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment
provided for in paragraph 4.A. confirms the presence of Hazardous Materials on the Property, City,
at its sole option, may elect to terminate this Agreement, the option money shall be fully refundable
to the Optionee, and neither party shall have 'any further obligations under this Agreement. Should
the City elect not to terminate this Agreement, Optionor shall, at his sole cost and expense and prior
tothe exercise of the option and closing, promptly commence and diligently pursue any
assessment, clean up and monitoring of the Property necessary to bring the Property into full
compliance with any and all applicable federal, state or local laws, statutes, ordinances, rules,
regulations or other governmental restrictions regulating, relating to, or imposing liability or
standards of conduct concerning Hazardous Materials ("Environmental Law"). However, should
the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to 5% of the
Purchase Price, Optionor may elect to terminate this Agreement and no party shall have any further
obligations under this Agreement. In the event that Hazardous Materials placed on the Property
prior to closing are discovered after dosing, Optionor shall remain obligated hereunder, with such
obligation to survive the closing and delivery and recording of the deed and the City's possession of
the Property, to diligently pursue and accomplish the clean up of Hazardous Materials in a manner
consistent with all applicable Environmental Laws and at Optionor's sole cost and expense.
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4.C. REMEDIES/RIGJ-IT Of TERMINATION. If the City discovers, the presence of
Hazardous Materials an the Property in levels or concentrations, which exceed the standards, set
forth by DERM, the State or the Federal Government, City shall notify Optionor in writing and
deliver to Optionor copies of all written reports concerning such Hazardous Materials (the
"Environmental Notice"). The City and Optionor shall have seven (7) business days from the date
the Optionor receives the Environmental Notice to negotiate a mutually agreeable remediation
protocol. In the event the City and Optionor are unable to reach agreement with respect thereto
within the seven (7) business day period provided herein, the parties shall have the right 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 City to Optionor or prepared by or on behalf of the City
shall be delivered by City to the Optionor; 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) City shall be
refunded the Option Payment.
Further, in the event that either party elects to terminate this Agreement, Optionor shall indemnify
and save harmless and defend the City, its officers, servants, agents and employees from and
against any and all claims, suits, actions, damages, liabilities, expenditures or causes of action of
whatsoever kind arising from Hazardous Materials placed on the Property prior to closing whether
the Hazardous Materials are discovered prior to or after closing. Optionor shall defend, at his sole
cost and expense, any legal action, claim or proceeding instituted by any person against the City as
a result of any claim, suit, or cause of action for injuries to body, life, limb or property for which
Hazardous Materials placed on the Property prior to closing are alleged to be a contributing legal
cause. Optionor shall save the City, its officers, servants, agents and employees harmless from and
against all judgments, orders, decrees, attorney's fees, costs, expenses and liabilities in and about
any such claim, suit, investigation or defense thereof, which may be entered, incurred or assessed
as a result of the foregoing.
5. MPON GAS. Radon . is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risk to persons who are
exposed to it over time. Levels of radon that' exceed Federal and State Guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your County public health unit.
b. SURVEY. The City shall, at its sole cost and expense and not less than 35 days prior to
the Closing Date, obtain a boundary survey of the Property prepared by a professional land
surveyor licensed by the State of Florida, which meets the standards and requirements of Optionee
("Survey"). The Survey shall be certified to City and the title insurer and the date of certification
shall be within 90 days before the date of closing, unless this 90 day time period is waived by City
and by the title insurer, in writing, for purposes of deleting the standard exceptions for survey
matters and easements or claims of easements not shown by the public records from the owner's
title policy. If the Survey shows any encroachment on the Property or that improvements presently
located or intended to be located on the Property encroach on the land of others, at the discretion of
the City, the same shall be treated as a title defect.
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7. TITLE INSURANCE. The City shall, at its sole cost and expense, and at least 35
days prior to the Closing Date, obtain a marketable title insurance commitment, to be followed by
an owner's marketable title insurance policy (ALTA Form "B ") from a title insurance company,
approved by the Optionee, insuring marketable title of the City to the Property in the amountof the
Purchase Price. The City shall require that the title insurer delete the standard exceptions of such
policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey
matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens.
8, DEFECTS IN TITI.I. If the title insurance commitment or survey furnished to the
City pursuant to this Agreement discloses any defects in title, which are not acceptable to City,
Optionor shall, within 30 days after notice from City, remove or cure said defects in title. Optionor
agrees to use diligent effort to correct the defects in title within the time provided therefore,
including the bringing of necessary suits. If Optionor is unsuccessful in removing the title defects
within said time or if Optionor fails to make a diligent effort to correct the title defects, City shall
have the option at its sole discretion to either: (a) accept the title as it then is with a reduction in the
Purchase Price by an amount:determined by Optionee; or (b) accept the title as it then is with no
reduction in the Purchase Price; or (c) extend the amount of time that Optionor has to cure the
defects in title; or (d) terminate this Agreement, thereupon releasing City and Optionor from all
further obligations under this Agreement.
9. INTEREST QONVEYEP. At closing, •Optionor shall execute and deliver to the City a
statutory warranty deed in accordance with Section 689.02, Elorida Statutes, conveying marketable
title ro the Property in fee simple free and clear of all mortgages, liens, reservations, restrictions,
easements, leases, tenancies and other encumbrances, except for those that are acceptable
encumbrances, in the sole opinion of City, and do not impair the marketability of the title to the
Property or the intended use of the Property. The grantee in Optionor's Warranty Deed shall be the
City of Miami, a municipal corporation of the State of Florida, unless the City has assigned this
option as provided herein.
10. EXPENSES. Optionor will pay the documentary revenue stamp tax and all other taxes or
costs associated with the conveyance, and any other recordable instruments that City deems
necessary to assure good and marketable title to the Property.
11. CLOSING COSTS AID ADJUSTMENTS. At Closing, the following items shall be borne,
adjusted, prorated or assumed by or between Optionor and Optionee as follows:
A. Adjustments and Prorations.
1) Taxes and Assessments: All real estate taxes and assessments which are or
which may become a lien against the Property shall be satisfied of record by
Optionor at closing. In the event the City acquires fee title to the Property
between January 1 and November 1, Optionor shall, in accordance with
Section 196.295, Florida Statutes, place in escrow with the county tax
collector an amount equal to the current taxes prorated to the date of transfer,
based upon the current assessment and millage rates on the Property. In the
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event the City acquires fee title to the Property on or after November 1,
Optionor shall pay to the county tax collector an amount equal to the taxes
that are determined to be legally due and payable by the county tax collector.
Certified/Pending Liens: Certified, confirmed and ratified governmental
liens and pending liens as of the Closing Date shall be paid by Optionor.
Other Taxes, Expenses, Interest, Etc: Taxes (other than real property taxes),
assessments, water and sewer charges, waste fee and fire protection charges,
if applicable, shall be prorated as of the Closing Date.
Usual and Customary: Such other items that are usually and customarily
pro -rated between purchasers and sellers of property in the area where the
Property are located. All pro -rations shall utilize the 365-day method.
B. Closing Costs.
1) Each party shall be responsible for its own attorney's fees incurred in
connection with the Closing.
2) Optionee shall pay all other closing • and recording costs incurred in
connection with the sale and purchase of the Property described in this
Agreement, including, but not limited to:
(i) all inspection and environmental testing costs;
(iii) all recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
3) .Optionor will pay the documentary stamps, which will be credited as a
reduction from the Purchase Price at closing;
C. Other Contract Documents concealed.
Optionor acknowledges that the property is being acquired by a governmental agency and
that the transaction is subject to certain state and local requirements, which include
reporting and disclosure of information.
Optionor agrees to comply with the public disclosure and inspection requirements under
Chapter 119, Florida Statutes; disclosure of beneficial interests under Section 286.23,
Florida Statutes; certification regarding conflict(s) of interest under Chapter 112, Florida
Statutes and Chapter 2, of the City of Miami Code and Section 2-1 1-1 of the Miami -Dade
County Code; certification regarding Public Entity Crimes under Section 287.133, Florida
Statutes, and in connection therewith, Optionor agrees to execute and deliver all documents
required or requested by Optionee or any or other governmental authority, including, but
not limited to:
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I. Conflict of Interest and Non -Collusion Affidavit; and
2. Sworn Disclosure of Beneficial Interest if Seller is a partnership, limited
partnership, corporation, limited liability company, or trust; and
3. Public Entity Crime Affidavit
Additionally, if property is acquired with federal funds Optionor shall provide Optionee
with a receipt of Disclosure and Notices under the Uniform Relocation Assistance and Real
Property Acquisition Policy Act of 1970, as amended from time to time, and Optionor shall
comply with such other certification or reporting requirements as may be required under the
Program Regulation or applicable federal and state laws or regulations.
12. CLOSING PLACE AND DATE. The closing (the "Closing Date") shall be on or before
120 days after the date the City exercises the option; provided, howeder, that if a defect exists in the
title to the Property, title commitment, survey, environmental site assessment, or any other
documents required to be provided or completed and executed by Optionor, the closing shall occur
either on the original closing: date, or within 90 days following the extension of the Option
Expiration Date due to a Phase II Environmental Site Assessment, or within 60 days after receipt of
documentation curing the defects, whichever is later. City shall set the date, time and place of
closing. The closing shall occur at a time and place to be set by the City at Suite 945, Miami
Riverside Center, 444 SW 2nd Ave., Miami, Florida 33130, or at such other office address in
Miami -Dade County, Florida as the City may designate in writing.
13. RISC OF LOSS AND CONDITION OF REAL PROPERTY. Optionor assumes all
risk of loss or damage to the Property prior to the date of closing and warrants that the Property
shall be transferred and conveyed to the City in the same or essentially the same condition as of the
date of Optionor's execution of this Agreement, ordinary wear and tear excepted. However, in the
event the condition of the Property is altered by an act of God or other natural force beyond the
control of Optionor, City may elect, at its sole option, to terminate this Agreement and neither party
shall have any further obligations or responsibilities under this Agreement. Optionor represents
and warrants that there are no parties other than Optionor in occupancy or possession of any part of
the Property. Optionor agrees to clean up and remove, at its own cost, all abandoned personal
property, refuse, garbage, junk, rubbish, vermin, trash and debris from the Property to the
satisfaction of the City five (5) days prior to closing.
14. RIGHT TO LATER PROPERTY AND PO$SESS1ON. Optionor agrees that from the
date this Agreement is executed by Optionor, Optionee, the City and/or its agents, upon reasonable
notice, shall have the right to enter the Property for all lawful purposes in connection with this
Agreement. Optionor shall deliver possession of the Property to the City at closing.
15. AcCESS. Optionor warrants that there is legal ingress and egress for the Property over
public roads or valid, recorded easements that benefit the Property and provide for such access,
16. DEFAULT. If Optionor defaults under this Agreement, City may waive the default and
proceed to closing, seek specific performance, or refuse to close and elect to receive the return of
any money paid, each without waiving any action for damages, or any other remedy permitted by
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law or in equity resulting from Optionor's default. In connection with any dispute arising out of
this Agreement, including without limitation litigation and appeals, each party will bear its own
attorney's fees.
17. BROKERS. Optionor warrants that no persons, firms, corporations or other entities are
entitled to a real estate commission or other fees as a result of this Agreement or subsequent
closing, except as accurately disclosed on the disclosure statement in substantially the attached
form as set forth in Exhibit "B". Optionor shall indemnify and hold City harmless from any and all
such claims, whether disclosed or undisclosed.
18. RECORDING. This Agreement, or notice of it, may be recorded by City in the appropriate
county or counties.
19. .. ASSIGNMENT. This Agreement may be assigned by City, in which event City will
provide written notice of assignment to Optionor. In case of such assignment, the City's assignee
assumes all of the City's duties hereunder and may fully exercise every right and privilege of the
City pursuant to this agreement. The City will in such instance be discharged from any
responsibilities hereunder. Optionor may not assign this Agreement without the prior written
consent of City, which may be unreasonably withheld as the City is relying on Optionor's fee
simple title to this Property.
20. TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
•
21. SEVERABILITY, In the event any of the provisions of this Agreement are deemed to be
unenforceable, the enforceability of the remaining provisions of this Agreement shall not be
affected.
22. SUCCESSORS _IN INTEREST. Upon Optionor's execution of this Agreement, Optionor's
heirs, legal representatives, successors and assigns will be bound by it. Upon the City's exercise of
the option, by and through its City Commission, the City and its successors and assigns will be
bound by it. Whenever used, the singular shall include the plural and one gender shall include all
genders.
23. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations and understandings of the parties. No supplement, modification or
amendment to this Agreement shall be binding unless executed in writing by the parties.
24. WAIVER. Failure of City to insist upon strict performance of any covenant or condition of
this Agreement, or to exercise any right herein contained, shall not be construedas a waiver or
relinquishment for the future of any such covenant, condition or right; but the same shall remain in
full force and effect.
25. WAIVER OF TRIAL BY JURY. The parties hereby knowingly, voluntarily and
intentionally waive any right they may have to a trial by jury or to file permissive counterclaims or
to claim attorney's fees from the other party in respect to any litigation arising out of, under or in
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connection with this Agreement, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party hereto. This provision is a material inducement for
Optionor and City entering into this Agreement.
26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or
alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been
executed by all of the parties hereto.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed
a part of this Agreement and shall be annexed to the Agreement. The Resolution of the City
Commission of the Optionee shall, in addition to approving the purchase contemplated under this
Agreement, empower the City Manager of the Optionee to modify this Agreement in the event a
modification to this Agreement becomes necessary or desirable:
28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must
be given by written notice, and either delivered personally or mailed to the appropriate address
indicated below, or such other address as is designated in writing by a party to this Agreement.
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:
City/Optionee:
Joe Arriola, City Manager
City of Miami
3500 Pan American Drive •
Miami, Florida 33133
Copies To:
Keith Carswell, Director
City of Miami
Department of Economic Development
444 SW 2"d Avenue, 3rd Floor
Miami, Florida 33130
Alejandro Vilarello
City Attorney
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
Optionor:
Mr. Thomas N. Yates and Keith M. Yates
103'1 NW 29th Avenue
Miami, FL 33125
29. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of
Optionor set forth in this Agreement shall survive the closing, the delivery and recording of the
deed and the City's possession of the Property.
30. GOVERNING LAW/VENUE. This agreement shall be governed byand construed in
accordance with the laws of the State of Florida, regardless of any conflicts of laws or other rules
that would require the application of the laws of another jurisdiction. Venue for any action on or
arising out of this Agreement shall be in Miami -Dade County Florida. The parties expressly waive
Page 10
the right to bring an action in any other venue that would be available absent this provision and
acknowledge that such waiver is a condition of, and material inducement for, the City of Miami
entering into this Agreement. •
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE OPTIONOR AS AN
INVITATION TO MAKE AN OFFER. IF .THIS AGREEMENT IS NOT EXECUTED BY THE
OPTIONOR ON OR BEFORE OCTOBER 31, 2003 THIS OFFER WILL BE VOII) UNLESS
THE CITY, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER. THE EXERCISE OF
THIS OPTION IS SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT, (2) PURCHASE
PRICE, (3) THE CITY AND OPTIONEE APPROVAL OF .:ALL DOCUMENTS TO BE
FURNISHED HEREUNDER BY OPTIONOR, AND (4) APPROVAL .OF THE CITY
COMMISSION OF THE CITY OF MIAMI FLORIDA BY A 4/5TH VOTE IS REQUIRED AS A
CONDITION PRECEDENT TO THE EXERCISE OF THIS OPTION.
Page 11
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
DATED this 9th day of December 2003.
(As to Optionor)
STATE OF Zeittedial GEORG;n
COUNTY OF WNE) TOOMBS
nvvnRF ME. the undersigned authority, personally appeared
and , who first being duly sworn, depose and say that they
executed the above instrument for the purposes therein expressed.
SWORN TO AND SUBSCRIBED before me this 9th day of December , 2003.
(X4 Personally known
( ) Produced as Identification:
(NOTARY PUBLIC)
SEAL • •
Jerry K Mates
24
Notary Publin
Sandra H Howard
(Printed, Typed or Stamped Name)
Commission No.:
My Commission Expires: '4.4 D «p
Page 12
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
DATED this f.t''ay of , 2003.
TNESSES:
A A
WITNESSES:
(As to Optionor)
STATE OF FLORIDA )
9
COUNTY OF c'LJA' )
)
Optionor:
i('C/cuLl�
Print Name 77* M, 5 N etvr 4 jrftT
Optionor:
Print Name M eidm Lr. C" A. /46 ET
/*Jft JA T, iteit4 ,- X#reS
'L"nRF ME. the undersigned authority, personally appeared . r4,,.t n fre )r9? &vi
and • /ki i T _ r! ,S EX -who first being duly sworn, depose and, say that they
executed the above instrument for the purposes therein expressed.
SWORN TO AND SUBSCRIBED before me this ay of 2003.
( 1 Personally known
( 1oduced as Identification:
(NOTARY PUBLIC)
SEAL
ouurr.:
Steven S. Saber
Commis toa4 DD 027037
Expir leas V200! •
bid
Page 12
S. eVie& S, 5-
(Printed, Typed or Stamped Name)
Corrtmission No.:
My Commission Expires:
Optionee:
CI OF MI
of th State of Ia4'da
By:
ATTEST:
unicipal co., •ration
oe Arriola, City Manager
Date signed by Optionee
Prise i � A pr o �, City C
JV 7 2OO4
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
1 c;A
Alejandro Vilarello,
'--Cit ' Attorney
STATE OF FLORIDA)
COUNTY OF DADE )
Re DI+�,srkF,c�►1ut�.l..s,
Risk Management Administrator
The foregoing instrument was acknowledged before me this day of
Joo f by Joe Arfiolaas City Manager fir the City of Miami. a municipal c It 's i ration of the
Stale of Florida. I personally know him.
(NOTARY PUBLIC)
SEAL
ti.&•
Notary ublic
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
Page 13
4
Exhibit "A"
Address: 245 Northeast 59th Street
Miami, FL
Folio: 01-3218-015-0340
Legal Description: Lot 20, in Block 12, of PIERCE'S ADDITION TO LEMON
CITY, according to the Plat thereof, as recorded Plat Book 2, at Page 21, of the Public
Records of Dade County, Florida, which is the same real property as Lot 20, Block 12
of the corrected plat of PIERCE'S DIVISION OF LEMON CITY, recorded in Plat
Book B, Page 43 of the Public Records of Dade County, Florida.
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