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
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(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
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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
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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
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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,
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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
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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.
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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
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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
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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.
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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
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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
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