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HomeMy WebLinkAboutExhibit 1AGREEMENT 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 River Drive Partners, LLC., a Florida Limited Liability Corporation, located at 3300 Granada Boulevard, Coral Gables, Florida 33134 (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: See Exhibit "A", attached hereto. Containing 1,086 square feet, more or less. B. Improvements: None. C. Street Address: 301 SW 1S' Street, Miami, Florida D Folio Number: 01-0113-080-3010 E. "AS -IS" The Property is being sold in "AS IS" condition. 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of Eighty -Seven Thousand Dollars and No/100 ($87,000.00) (the "Purchase Price"). This Purchase Price presumes that the Property contains at least 1,086 square feet, to be confirmed by the Survey. In the event that the square footage is more than 1,086 square feet, the purchase price shall be adjusted to reflect an increase based on $80.00 per square foot. In the event the square footage is less than 1,086 square feet, then the purchase price shall not be affected. The Purchase. Price, as it may be adjusted, will be payable as follows: (a) Deposit: Within five (5) days of the Effective Date as defined herein, the Purchaser shall pay to the City of Miami Eight Thousand Seven Hundred Dollars ($8,700.00) as a deposit (the "Deposit"). At Closing, the Deposit shall be credited against the Purchase Price. The Deposit is non-refundable except in the event Purchaser terminates this Agreement as provided herein. 04S 9 ,) 0067 Page 1 12/29/2005 (b) Closing Payment: At Closing, the Deposit, plus the balance of the Purchase Price adjusted by adjustments, credits, prorations, or as otherwise provided in this Agreement, shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check, official bank check or wire transfer. 3. ENVIRONMENTAL MATTERS 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, theState 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 Quitclaim Deed), promises, covenants, agreements or guaranties of anykind 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 Page 2 12/29/2005 representations regarding compliance with any environmental protection, soil or water quality, 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, if any, 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, if any, 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 Sixty (60) 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 chid 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, 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 damage . or destruction of any nature whatsoever to, or interruption or interference with the right of Seller or others to use, the Property. 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 Page 3 12/29/2005 Property to its condition existing immediately prior to the Inspection Period; and (iii) 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, Toss 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. Right of Termination Purchaser shall have the right to cancel the Agreement at any time during the Investigation Period, for any reason, except for title defects, which is governed by Section 4 hereof, by giving Seller written notice of its intent to cancel prior to the expiration of the Investigation Period.. 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 Page 4 12/29/2005 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 Iimitation, 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 sixty (60) 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 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; iii. Purchaser acknowledges that Seller has not made, will not and does not make any representations, whether express or implied, with respect to compliance with any land use matter, 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 has been 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 include, Page 5 12/29/2005 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, planning, restrictions, prohibitions, and other requirements imposed by governmental authorities; restrictionsand 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 or inquiry with the City of Miami. 7. CLOSING DATE Closing shall take place within twenty (25) days after the expiration date of the Investigation Period, at a mutually agreeable time (the "Closing") at the City of Miami, Office of Asset Management located at 444 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, Quit Claim Deed subject to zoning, planning, restrictions, prohibitions, easements and other matters or limitations of record; and ii. A Closing Statement; and iii. A Non -Foreign Affidavit; and iv. Such documents as are necessary in the opinion of the City 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 Page 6 12/29/2005 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: Other 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. B. Closing Costs i, Each party shall be responsible for its own paralegal costs and/or attorney'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: (I) (2) documentary stamps, tax and surtax all recording charges, fling fees payable in connection with the transfer of the Property hereunder; 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 an 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 ofthe 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. Page 7 12/29/2005 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: On behalf of Seller: City of Miami Laura Billberry, Director Department of Public Facilities 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Telephone (305) 416-1430 Fax (305) 416.2156 On behalf of Purchaser: David Filler, Esq. Levey, Airan, Shevin, Roen, Kelso, Corona & Herrera, LLP. Gables One Tower, Penthouse 1320 South Dixie Highway Coral Gables, Florida 33146 Tel.: (305) 661-6664 Fax: (305) 661-6477 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 Arriola, City Manager 444 SW 2 Avenue, 10`1' Floor Miami, FL 33130 Copy To City of Miami Laura Billberry, Director Department of Public Facilities 444 SW 2 Avenue, Suite 325 River Drive Partners, LLC.., a Florida Limited Liability Company 3300 Granada Boulevard Coral Gables, Florida 33134 Copy To David Filler, Esq. 1320 S. Dixie Highway, Penthouse 1275 Miami, Florida 33146 Page 8 12/29/2005 Miami, FL 33130 Jorge L. Fernandez, City Attorney 444 SW 2 Avenue, 9'1' 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. 17. GOVERNING LAW; VENUE 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. 20. 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; ATTORNEY'S FEES The parties hereby knowingly, voluntarilyand 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 Page 9 12/29/2005 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 writingand 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. 25. CONFLICT OF INTEREST If any individual member, or an employee, or an immediate family member of the Purchaser is also a member of any board, commission, or agency of the City, that individual is subject to the conflict of interest provisions of the City Code, Section 2-611. The Code states that no City officer, official, employee or board, commission or agency member, or a spouse, son, daughter, parent, brother or sister of such person, shall enter into any contract, transact any business with the City, or appear in representation of a third party before the City Commission. This prohibition may be waived in certain instances by the affirmative vote of 4/5 of the City Commission, after a public hearing, but is otherwise strictly enforced and remains effective for two years subsequent to a person's departure from City employment or board, commission or agency membership. A letter indicating a conflict of interest for each individual to whom it applies must accompany the submission of this Purchase and Sale Agreement. The letter must contain the name of the individual who has the conflict; the relative(s), office, type of employment or other situation which may create the conflict; the board on which the individual is or has served; and the dates of service. 26. 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. 27. 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. 28. NO DISCRIMINATION The Purchaser shall not lawfully discriminate in its performance of this Agreement or use of the Property. Page 10 12/29/2005 29. RADON GAS Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may represent health risks 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. 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 LEGAL FORM AND CORRECTNESS: Jorge L. Fernandez City Attorney WIES S 3�� {� ;.... LA 33l (9 4 g" (C 5 PRINT NAME/ • IDRESS l ES ai i �, 1 /i 57y) PRII4T NA /ADDRESS "SELLER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida on: By: Joe Arriola, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Dania F. Carrillo, Administrator Risk Management Department "PURCHASER" River Drive Partners, LLC., a Florida 'ted Liability Compan ter A. S art Managing Page 11 12/29/2005