HomeMy WebLinkAboutExhibit 2AGREEMENT 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 121 River Drive Associates, a Limited Liability Corporation of the State of
Florida, located at 2601 South Bayshore Drive, #700 Miami, Florida 33133 (the "Purchase upon The
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Parties hereby agree that Seller shall sell and Purchaser shall buy the following property
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following terms and conditions:
1. DESCRIPTION OF PROPERTY
A. Legal Description:
Begin at the Northeast corner of Lot 11, Block 139, City of Miami , North, according to plat
recorded in plat book "A" Page 54 of the public records of Dade County, Florida, thence
run Southeasterly 37 1/2 feet along the Western line of Lot 10 of said Block 139 thence in a
Southwesterly direction to a point on the Eastern boundary of North River Street as shown
on said plat, said point being 75 feet Northwesterly from the Southwest corner of Lot 12 of
said Block 139 thence Northwesterly along the Eastern side of said North River Street 75
feet to the Northwest comer of Lot 11 of said Block, thence Easterly along the Southerly
line of 13`1' Street a distance of 144.4 feet to point of beginning.
Containing 3,750 square feet, more or less.
(To be further confirmed by survey)
B. Street Address:
123 Southwest North River Drive, Miami,.Florida
C. Folio Number:
01-0113-090-1140
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept the sum of Three Hundred Thousand
Dollars and No/100 ($300,000.00), Eighty Dollars and No/100 $80.00/psf, (the "Purchase Price").
This Purchase Price presumes that the Property contains at least 3,750 square feet, to be confirmed by
the Survey. In the event that the square footage is more than 3,750 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 3,750 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 Thirty Thousand Dollars ($30,000.00) as a deposit {the
"Deposit"). At Closing, the Deposit shall be credited against the Purchase Price. Th°
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Deposit is non-refundable except in the event Purchaser terminates this Agreement as
provided herein.
(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. EXEMPTION FROM BIDDING REQUIREMENTS
Section 29-b (f) of the City of Miami Charter exempts from competitive bidding the disposition of
"non -waterfront property to the owner of an adjacent property when the subject property is 7,500
square feet or less or the subject non -waterfront property is non -buildable". Purchaser is the owner of
the land adjacent to the Property. The Property is less than 7,500 square feet. Accordingly, the sale
of the Property to the Purchaser is exempt from competitive bidding requirements and the assignment
of this Agreement by Purchaser is prohibited."
4. 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 Nazardous
Materials into the environment (including, without limitation, ambient air, surface water,
groundwater, land or soil).
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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 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, 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_ et.pjoyees, agents, consultants and contractors shall have a period of twenty-
five (25) business 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, right of entry upon the Property
during the Inspection Period through the closing date. The right of access herein granted dial]
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.
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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) 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,re1ated 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
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 taw, the sale of the Property as provided
for herein is made on an "AS 1S" condition and basis with all faults. Purchaser on behalf of
itself and its successors and assigns thereilr voluntarily. knowingly and intentionally
waives, releases, acquits, and forever discharges Seller, its heirs, and the successors and
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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.
5. 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.
6. 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 4 of this
Agreement with respect to Environmental Matters, Purchaser and Seller further acknowledge and
agree that in entering into this Agreement and purchasing the Property:
i. 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. but shall not be limited to, the condition of all
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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.
7. 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; 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 or inquiry with the City of Miami.
8. CLOSING DATE
Closing shall take place twenty-five (25) business days after the expiration date of the Investigation
Period, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Public
Facilities, Division 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.
9. 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" on -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
Any other documents reasonably necessary or advisable to consummate the
transaction contemplated hereby; and
10. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed I,y en
and Purchaser as follows:
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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
1. Each party shall be responsible for its own paralegal costs and/or attorneysfees
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.
11. 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 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.
12. COVENANT TO REMOVE EXISTING DRIVEWAY AND INSTALL FDOT APPROVED
GUARDRAIL
The Purchaser agrees that immediately upon closing, the Purchaser shall remove the existing driveway
in the Property and install a Florida Department of Transportation (FDOT) approved guardrail.
Purchaser further agrees to commence promptly the removal of the driveway and installation of the
FDOT approved guardrail and shall continue diligently to completion; provided, that, in any event,
construction shall commence within thirty (30) days from the date of the Quit Claim Deed, and shall
be completed no later than ninety (90) days from the date of the Deed. This representation and
warranty by the Purchaser shall constitute a covenant running with the land, which touches,
covenants, and concerns the land and will bind the Purchaser its authorized assigns and heirs for the
stated period. The representation shall be enf. rceable by iht C ty and any aggrieved party as a
covenant running with the land. Purchaser agrees to furnish a covenant which will run with the land
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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. The covenant shall
be in a form acceptable to the City Manager and approved as to legal form by the City Attorney.
13. 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.
14. 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.
15. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and Seller is
important. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed •
the following persons on their respective behalves to be their representatives, to wit:
On behalf of Seller:
City of Miami
Laura Billberry, Director
Department of Public Facilities
444 SW 2 Avenue, 3`h Floor
Miami, FL 33130
Telephone (305) 416-1400
Fax (305) 416-2156
On behalf of Purchaser:
Benjamin R Alvarez
2601 South Bayshore Drive, #700
Miami, Florida 33133
Telephone (305) 450-7400
;•� Fax (305)•232.0365
16. 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, 10th Floor
iami,
Benjamin R. Alvarez
2601 South Bayshore Drive, #700
Miami, Florida 33133
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Copy To Copy To
City of Miami
Laura Billberry, Director
Department of Public Facilities
444 SW 2 Avenue, Suite 325
Miami, FL 33130
Jorge L. Fernandez, City Attorney
444 SW 2 Avenue, 9th Floor
Miami, FL 33130
17. 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.
18. 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.
19. 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.
20. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but ail of which shall constitute one and the same Agreement.
21. WAIVERS
No waiver by either party of any failure or refusal to comply with its obligations shall be deemed a
waiver of arty other' Nor subset -Dent failure or refusal to comply. All remedies, rights, undertaking,
obligations and agreement contained herein shall be cumulative and not mutually exclusive.
22. 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.
23. PARTIAL INVALIDITY
In the event that any provision of this Agreement' shall be unenforceable in whole or in part, such
provision shall be limited to the extent necessary to render same valid, or shall be excised from this
Agreement, as circumstances require, and this Agreement shall be construed as if said provision had
been incorporated herein as so limited, or as if said provision had not been included herein, as thecase
may be.
24. WAIVER OF TRIAL BY JURY; ATTORNEY'S FEES
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 to
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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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. NO DISCRIMINATION
The Purchaser shall not lawfully discriminate in its performance of this Agreement or use of the
Property.
31. 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
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exceed federal and state guidelines have been found in
regarding radon and radon testing may be obtained from
buildings in Florida. Additional
your county public health unit.
IN WITNESS WHEREOF, the parties hereto have duly
year first above written.
ATTEST:
Priscilla A. Thompson
City Clerk
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Jorge L. Fernandez
City Attorney
WITNESS
PRINT NAME / ADDRESS
WITNESS
PRINT NAME / ADDRESS
executed this Agreement, as of
information
the day and
"SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
on:
By:
Joe Arriola, City Manager
APPROVED AS TO
INSURANCE:
Risk Management Department
"PURCHASER"
121 River Drive Associates,
a limited Liability Corporation
of the State of Florida
By:
Benjamin R Alvarez, Managing Member
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