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HomeMy WebLinkAboutexhibit1AGREEMENT FOR PURCHASE AND SALE THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this day of , 2005 by and between the City of Miami, a municipal corporation of the State of Florida, with offices at 444 SW 2nd Avenue, Miami, Florida 33130-1910 (the "Seller"), and MKJ Realty, a Limited Liability Corporation of the State of Florida, located at 317-71" Street, Miami Beach, Florida 33141 (the "Purchaser"). The Parties hereby agree that Seller shall sell and Purchaser shall buy the following property upon the following terms and conditions: 1. DESCRIPTION OF PROPERTY A. Legal Description: PORT OF LOT 1 BLOCK 17 BEG 35FT E OF SW COR CONT E9OFT N7.43FT NWLY ALG AD 39.31FT W64.86FT S34.80FT TO POB, HIGHLAND PARK, according to the Plat thereof, recorded in Plat Boolc 2 at Page 13 of the Public Records of Miami -Dade County. ALSO DESCRIBED AS A portion of Lot 1, Block 17 of "HIGHLAND PARK" according to the Plat thereof, as recorded in Plat Book 2 at Page 13 of the Public Records of Miami -Dade County, Florida. Commence at the Southwest comer of said Lot 1; thence N.89°55'19"E. (as a basis of bearings) along the South line of said Lot 1, for 35.00 feet to the Point of Beginning; thence continue N.89°55'19"E., for 90.00 feet to its intersection with the East line of said Lot 1; thence N.00°00'00"E. along said East line for 7.44 to point of curvature of a circular curve, concave to the Southwest, having for its elements a delta of 90°04'41" and a radius of 25.00 feet; thence Northwest along the arc of said curve for 39.30 feet to its intersection with the South right-of-way line of NW. 14 St. as shown in the City of Miami Atlas sheet; thence S.89°55'19"W. along said right-of-way line for 64.86 feet; thence S.00°11'13"W. for 32.47 feet to the Point of Beginning. Containing 2,903 square feet, more or less. B. Street Address: 1360 NW 8th Court, Miami, Florida C. Folio Number: 01-3135-019-2360 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of Eighty -Five Thousand Dollars and No/100 ($85,000.00) (the "Purchase Price"). The Purchase Price (increased or decreased by adjustments, credits, prorations, and expenses as set forth in Section 9 or any other Page 1 6/16/2005 express provision of this Agreement) shall be paid by the Purchaser to the Seller at Closing in the form of cashier's check, certified check, official bank 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,) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (b) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.); (c) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (d) gasoline, diesel . fuel, or other petroleum hydrocarbons; (e) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (f) polychlorinated biphenyls; and (g) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended of the United States, the 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 The Property is being sold in "AS IS" condition. 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 Ouitclaim 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, minerals, 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, soil or water quality, pollution or land use, zoning or development of regional impact laws, rules, Page 2 6/16/2005 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 not 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, agency, or entity. 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 Manager, at his 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 or encumbrances 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) Page 3 6/16/2005 indemnify, defend and hold harmless Seller, its employees, officials, officers and agents, from and against all claims, damages or losses incurred to the Property, or anyone on the Property as a result of the actions taken by the Purchaser, any of its employees, agents, representatives or contractors, or anyone directly or indirectly employed by any of' them or anyone for whose acts they may be liable, with respect to the inspection of the Property, regardless of whether or not such claim, demand, cause of action, damage, liability, loss or expense is caused in part by Seller, its employees, officers and agents, provided, however, Purchaser shall not be liable for the gross negligence or intentional misconduct of Seller, its employees, officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution where appropriate. The provisions of this indemnity and hold harmless 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 such a form and in such reasonable amounts approved by the City of Miami's Risk Management Administrator 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 voluntarily, intentionally and knowingly 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. Page 4 6/16/2005 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 voluntarily, knowingly and intentionally 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, under or affecting 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. In the event the Purchaser's examination of title, which examination shall be completed within twenty-five (25) days of the Effective Date, reflects any condition which renders the title unmarketable, Purchaser may: (i) elect to accept such title that Seller may be able to convey; or (ii) terminate this Agreement. Purchaser shall have no other recourse in this regard. This Property is being sold in "AS IS" condition as to title. 5. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE Page 5 6/16/2005 A. 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: 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; ii. 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; Purchaser acicnowledges 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, developer impact fees or assessments, zoning or development of regional impact laws, rules, regulations, orders or requirements; iv. 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; v. Purchaser acknowledges that Purchaser has not relied, and is not relying, upon any information, document, projection, proforma, statement, representation, guaranty or warranty (whether express or implied, or oral or written or material or immaterial) that may have been given by or made by or on behalf of Seller. vi. Purchaser acknowledges that as to any personalty on the Property Seller has not made, . will not make and does not make any warranties or representations, whether express or implied and specifically disclaims the warranty of merchantability, as to personal property, if any, it is conveyed "as is" and "with all faults." 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 authorities; restrictions and matters appearing on the public records, including but not limited to all recorded and unrecorded 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, Office of Asset Management located at 444 Page 6 6/16/2005 SW 2 Avenue, Suite 325, Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date for Closing. 8. CLOSING DOCUMENTS A. At Closing, Seller shall execute and/or deliver to Purchaser the following: i. Quitclaim Deed subject to zoning, restrictions, prohibitions, easements and limitations of record; and ii. A Closing Statement; and iii. A Seller's Affidavit and a Non -Foreign Affidavit; and iv. Such documents as are necessary to fully authorize the sale of the Property by Seller and the execution of all closing documents; and v. 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: i. Closing Statement; and ii. Such documents as are necessary to fully authorize the purchase of the Property by Purchaser and the execution of all closing documents; and iii. Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby; and 9. 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 i. Real Estate Taxes: The Seller warrants that the Property is exempt from taxes and accordingly there should be no taxes due at Closing. No representation whatsoever is made as to taxes assessed on the property after closing. ii. Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Purchaser. Pending liens as of the Closing Date shall be assumed by Purchaser. iii. Other Taxes. Expenses, Interest. Etc: Taxes, assessments, water and sewer charges, waste fee and fire protection/life safety, utility connection charges, if applicable, shall be prorated. iv. Usual and Customary: Such other items that are usually and customarily pro- rated between purchasers and sellers of properties in the area where the Property is located. All pro -rations shall utilize the 365-day method. Page 7 6/16/2005 B. Closing Costs i. Each party shall be responsible for its own paralegal costs and/or attomey's fees incurred in connection with the Closing. ii. 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: (1) all recording charges, filing fees payable in connection with the transfer of the Property hereunder; (2) documentary stamps, tax and surtax. 10. COVENANT TO PAY FOR MUNICIPAL SERVICES The Purchaser agrees that concurrently with the conveyance of the Property, at Closing, the Purchaser shall furnish a covenant which will run with the land and shall be binding on the Purchaser, its successors, heirs and assignees, in favor of the Seller and enforceable by Seller, to be recorded in the public records of Miami -Dade County. This covenant shall provide 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 annual 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 fair market value of the Property. The covenant shall be in a form acceptable to the City Manager and approved as to legal form by the City Attorney. 11. 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. 12. 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, title to the Property, condition of the Property, personal injury, wrongful death, or property damage arising from use or occupancy of the Property, failure to comply with any laws, rules or regulations involving sale or use of the Property, or any other matter affecting the Property, or any portion thereof. This release and indemnification shall survive closing, cancellation or lapse of this Agreement. 13. 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: Page 8 6/16/2005 On behalf of Seller: City of Miami Laura Billberry, Acting Director Department of Economic Development 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Telephone (305) 416-1400 Fax (305) 416-2156 On behalf of Purchaser: Carroll Kelly MKJ Realty, LLC 1201 Brickell Avenue, Suite 320 Miami, Florida 33131 Telephone (305) 986-1990 Fax (305) 416-0863 14. NOTICES All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: Seller Purchaser City of Miami Joe Ariola, City Manager 444 SW 2 Avenue, 10 Floor Miami, FL 33130 MKJ Realty, LLC 1201 Brickell Avenue, Suite 320 Miami, Florida 33131 Copy To Copy To City of Miami Laura Billberry, Acting Director Department of Economic Development 444 SW 2 Avenue, Suite 325 Miami, FL 33130 Jorge L, Fernandez, City Attorney 444 SW 2 Avenue, 9th Floor Miami, FL 33130 15. 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 considered in interpreting this Agreement. 16. BINDING EFFECT This Agreement shall bind and inure to the benefit of the parties hereto and their successors in interest. Purchaser may assign or pledge this Agreement only with the prior written consent of the City Manager which consent may be withheld for any or no reason whatsoever. Page 9 6/16/2005 17. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue in any proceedings shall be in Miami -Dade County, Florida. 18. 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. 19. WAIVERS No waiver by either party of any failure or refusal to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to comply. All remedies, rights, undertaking, obligations and agreement contained herein shall be cumulative and not mutually exclusive. 2N. SURVIVAL OF REPRESENTATIONS/WARRANTIES All relevant terms of this Agreement, shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 21. 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. 22. WAIVER OF TRIAL BY JURY; VENUE The parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury and/or to file permissive counterclaims and/or to claim attorney fees from the other parties 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. 23. 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. 24. TIME IS 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. Page 10 6/16/2005 25. 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. 26. 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, subject to the concurrence of the Purchaser. 27. NO DISCRIMINATION The Purchaser shall not lawfully discriminate in its performance of this Agreement or use of the Property. Page 11 6/16/2005 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: Jorge L. Fernandez City Attorney ATTEST: Joel Piotrkowski, Esq. Corporate Secretary/ Partnership Secretary (Affix Company Seal) "SELLER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida on: By: Joe Arriola, City Manager APPROVED AS TO INSURANCE: Dania Carrillo, Director Risk Management Department "PURCHASER" MKJ Realty, a Limited Liability Corporation of the State of Florida By: Carroll Kelly, Managing Partner Page 12 6/16/2005