HomeMy WebLinkAboutExhibit 2AGREEMENT FOR PURCHASE AND SALE
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered
into this day of , 2006 by and between the City of Miami, a
municipal corporation of the State of Florida, with offices at 444 SW 2"d Avenue, Miami,
Florida 33130-1910 (the "Seller"), and First 35, Inc, a Florida Corporation, located at 1111
Lincoln Road, Suite 400, Miami Beach, FL 33139, (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) Le -gal Description:
West 35 Feet of Lot 6, Block 123 of "MIAMI NORTH", according to the Plat
thereof, recorded in Plat Book B at Page 41 of the Public Records of Miami -
Dade County, Florida (the "Land").
Containing 4,200 square feet, more or less.
(b) Improvements:
Two-story structure "as is"located on the Land, together with any and all other
improvements located on the Land, together with all right, title and interest of
Seller in and to include all personal property and fixtures located inside the
property as further identified in Exhibit "A" attached hereto and made part
hereof, on the Land and/or improvements thereon.
(c) Street Address:
46 West Flagler Street, Miami, Florida
(d) Folio Number:
01-0112-030-1040
(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 One Million Four
Hundred Thousand Dollars and No/100 ($1,400,000.00) (the "Purchase Price"). The
Purchase Price, as it may be adjusted, will be payable as follows:
(i) Deposit. Within five (5) days of the Effective Date as defined herein, the
Purchaser shall pay to the City of Miami, Seventy Thousand Dollars
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($70,000.00) as a deposit (the "Initial Deposit"). Upon expiration of the
Investigation Period, Purchaser shall pay to the Seller Seventy Thousand Dollars
($70,000.00) ("Second Deposit"). Initial Deposit and Second Deposit will be
collectively hereinafter be referred to as "(the "D poi' ") to be held in escrow by
Purchaser's Escrow Agent be ie�4 4 sc it ul 4(t2-, 'A' • The Deposit shall be
held by the Escrow Agent in an interest bearing account, with interest accruing to
Purchaser, unless the Deposit is disbursed to the Seller upon Purchaser's default.
At Closing, the Deposit and all interest earned thereon, shall be delivered by the
Escrow Agent to the Seller and credited against the Purchase Price. The Deposit
is non-refundable except in the event Purchaser terminates this Agreement as
provided herein.
(ii) 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 the competitive bidding requirements and the assignment of this Agreement
by Purchaser is prohibited.
4. ENVIRONMENTAL AND OTHER INSPECTIONS
(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 classed 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.
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The term "Environmental Requirements" shall mean all laws, ordinances,
statutes, codes, rules, regulations, agreements, judgments, orders and decrees,
now or hereafter enacted, promulgated, or amended of the United States, the
State of Florida, Miami -Dade County, the City of Miami, or any other political
subdivision, agency or instrumentality exercising jurisdiction over the Seller or
the Purchaser, the Property, or the use of the Property, relating to pollution, the
protection or regulation of human health, natural resources, or the environment,
or the emission, discharge, release or threatened release of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or waste or
Hazardous Materials into the environment (including, without limitation, ambient
air, surface water, groundwater, land or soil).
(b) Disclaimer As To Environmental Matters:
The Property is being sold in "AS IS" condition. Purchaser acknowledges and
agrees that Seller has not made, does not make and specifically negates and
disclaims any representations, warranties (other than the limited warranty of title
as set out in the 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 Pioperty, including, but not limited to: (a) the value,
nature, quality or condition o 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.
Within five (5) days of the Effective Date, Seller shall provide Purchaser with all
available documents, records, studies, and other information pertaining to the
property, in Seller's possession. Purchaser 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 snakes 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.
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(c) Inspection Period:
(d)
Purchaser, its employees, agents, consultants and contractors shall have a period
of twenty-five (25) days from the Effective Date (the "investigation Period") in
which to undertake at Purchaser's expense, such physical inspections and other
investigations of and concerning the Property including surveys, soil borings,
percolation, engineering studies, environmental tests and studies and other tests
as Purchaser considers necessary for Purchaser and his consultants to review and
evaluate the physical characteristics of the Property and to perform certain work
or inspections in connection with such evaluation (the "Inspection") after giving
the Seller reasonable notice of twenty-four (24) hours prior to each test
performed. For the purpose of conducting the 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.
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, loss or expense is caused in part by_Seller, its
employees, officers and agents, provided, however, Purchaser shall not be Iiable
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 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,
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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 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, except for claims resulting from the gross negligence or willful
misconduct of Seller.
(e) Right of Termination:
Purchaser shall have the right to cancel the Agreement at any time during the
Investigation Period,for any or no reason, by giving Seller written notice of its
intent to cancel prior to the expiration of the Investigation Period. In such event,
the Deposit will be immediately returned to Purchaser except to the extent
necessary to perform Purchaser's obligations under subsection (d) above or to
secure performance of other obligations that survive the termination of this
Agreement. - -
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(f) Waiver and Release:
In the event that Purchaser does not elect to cancel this Agreement, Purchaser
acknowledges and agrees that to the maximum extent permitted by law, the sale
of the Property as provided for herein is made on an "AS IS" condition and basis
with all faults,. Purchaser on behalf of itself and its successors and assigns
thereafter voluntarily, knowingly and intentionally waives, releases, acquits, and
forever discharges Seller, its heirs, and the successors and assigns of any of the
preceding, of and from any and all claims, actions, causes of action, demands,
rights, damages, costs, expenses or compensation whatsoever, direct or indirect,
known or unknown, foreseen or unforeseen, which Purchaser or any of its
successors or assigns now has or which may arise in the future on account or in
any way related to or in connection with any past, present, or future physical
characteristic or condition of the Property including, without limitation, any
Hazardous Materials in, at, on, under or related to the Property, or any violation
or potential violation or any Environmental Requirement applicable thereto. In
addition, Purchaser thereafter specifically waives all current and future claims
and causes of action against Seller arising under CERCLA, RCRA, Chapters 376
and 402, Florida Statutes, and any other federal or state law or county regulation
relating to Hazardous Materials in, on, under or affecting the Property.
Notwithstanding anything to the contrary set forth herein, this release shall
survive the Closing or termination of this Agreement.
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 within five (5)
days after the Effective Date.
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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, in which case the Deposit will be
immediately refunded to Purchaser, except to the extent necessary to secure or satisfy
Purchaser's obligations under this Agreement that survive its termination. 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, except as set forth in the Addendum to this Agreement. 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:
(1) 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;
(2) 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;
(3) 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;
(4) 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 portions of the Property and such state of facts as an
accurate abstract of title would show;
(5) 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.
(6) 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
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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
Unless otherwise extended by other provisions of this agreement, closing shall take place
no later than July 31, 2007, at a mutually agreeable time (the "Closing") at the City of
Miami, located at 444 SW 2 Avenue, Suite 325, Miami, Florida. The parties may,
subject to approval by the purchaser, establish an earlier date for closing.
9. CLOSING DOCUMENTS
(a) At Closing, Seller shall execute and/or deliver to Purchaser the following:
(b)
(1)
Quit Claim Deed conveying fee simple title to the Property subject to
zoning, planning, restrictions, prohibitions, easements and other matters
or limitations of record; and
A Closing Statement; and
A Non -Foreign Affidavit; and
Such documents as are necessary to fully authorize the sale of the
Property by Seller and the execution of all closing documents; and
Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby.
Purchaser's CIosing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
(1) Closing Statement; and
(2) Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser and the execution of all closing documents; and
(3) 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 by or
between Seller and Purchaser as follows:
(a) Adjustments and Prorations:
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(1) Real Estate Taxes: All Real Estate Property Taxes and assessments
which are due as of the closing date shall be satisfied by the Seller at
closing. Real Property Taxes for the year 2007 shall be prorated as of
the Closing Date. No representation whatsoever is made as to taxes
assessed on the property after the closing.
(2) Certified/Pending Liens: Certified, confirmed and ratified governmental
liens as of the Closing Date shall be paid by Purchaser.
(3) Other Expenses, Interest, Etc: Other assessments, water and sewer
charges, waste fee and fire protection/life safety, utility connection
charges, if applicable, shall be prorated; as of the Closing Date.
(4) 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 andlor
attorney's fees incurred in connection with the Closing.
(2) Purchaser shall pay all other closing and recording costs incurred in
connection with the sale and purchase 9f the Property described this
Agreement, including, but not limited to:
a. documentary stamps, tax and surtax;
b. all recording charges, filing fees payable in connection with the
transfer of the Property hereunder;
(3)
11. DEFAULT
Purchaser shall pay the title premium for any title insurance Purchaser
obtains for the Property.
(a) If this transaction does not close as a result of default by Seller, Purchaser as and for
its sole and exclusive remedy, shall have the right to: (i) terminate this Agreement; or
(ii) waive any such conditions or defaults and to consummate the transactions
contemplated by this Agreement in the same manner as if there had been no
conditions or defaults and without any reduction in the Purchase Price and without
any further claim against Seller.
(b) If this transaction does not close as a result of default by Purchaser, Seller, as and for
its sole and exclusive remedy, shall have the right to terminate this Agreement. Upon
such termination, the Seller shall be entitled to the Deposit including all interest
earned. This Agreement shall be null and void and the parties hereto shall be
relieved of all further obligation and liability, and neither party shall have any further
claims against the other.
(c) Upon termination of this Agreement pursuant to this Section, the parties shall be
relieved from all further obligations and responsibilities hereunder, except for the
provisions that are intended to survive the termination of the Agreement.
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12. 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 Jong as the City
of Miami provides municipal services to the Property the owner of the property shall pay
to the City of Miami an annual payment, which shall never be less than the amount of
taxes that the City of Miami would be entitled to receive from the Property based on the
fair market value of the Property. The covenant shall be in a form acceptable to the City
Manager and approved as to legal form by the City Attorney.
13. RISK OF LOSS/CASUALTY
The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty,
or acts of God, as of the Closing date.
I4. 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. PROPERTY SUBJECT TO LITIGATION
Seller discloses to the Purchaser that the prior occupant of the Property, Latin Gourmet
Restaurant, Inc. and the City of Miami, are currently involved in a lawsuit under Case
No. 05-22088 CA 13 which the City anticipates will be concluded pursuant to a
settlement agreement by the Closing Date. In the event a settlement is not reached on the
above mentioned case by the Closing Date, then this Agreement shall terminate, unless
the parties agree to extend the Closing Date accordingly, or the Purchase elects to take
the Property subject to the litigation, and release the City from and any further
responsibilities in connection therewith.
16. - 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:
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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) 416-1400
Fax (305) 416-2156
17. NOTICES
On behalf of Purchaser:
Mr. Eugene J. Howard
First 35, Inc.
1111 Lincoln Road, Suite 400
Miami Beach, FL 33139
Telephone (305) 538-6361
Fax (305) 532-1531
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
City of Miami
Pedro G. Hernandez, City Manager
444 SW 2 Avenue, 10t Floor
Miami, FL 33130
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
18. CAPTIONS AND HEADINGS
Purchaser
First 35, Inc.
a Florida corporation
c/o Eugene J. Howard, President
1111 Lincoln Road, Suite 400
Miami Beach, FL 33139
Copy To
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.
19. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and their
successors in interest.
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20. 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.
21. 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.
22. 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.
23. 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.
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29. PARTIAL INVALIDI°rY
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 Iimited, or as if said
provision had not been included herein, as the case may be.
25. 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 in respect to any litigation arising out of, under or in
connection with this Agreement, or any course of conduct, course of dealing, statements
(whether oral or written) or actions of any party hereto. This provision is a material
inducement for Purchaser and Seller entering into this Agreement.
26. 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.
27. 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
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herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the
next succeeding business day.
28. 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.
29. EFFECTIVE DATE/TIME Oil ACCEPTANCE
The Effective Date of this Agreement shall be the date on which both parties have
executed said Agreement and Purchaser has been provided with evidence of the
Resolution of the City Commission of the Seller authorizing such execution by Seller.
30. 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.
31. NO DISCRIMINATION
The Purchaser shall not lawfully discriminate in its performance of this Agreement or use
of the Property.
32. 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.
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12
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
t ° APPROVED AS TO LEGAL FORM °
AND CORRECTNESS
"SELLER"
Executed by CITY OF MIAMI,
a municipal corporation of the
State of Florida
on:
By:
Pedro G. Hernandez
City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS
Jorge L. Fernandez LeeAnn Brehm, Director
City Attorney Risk Management Department
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WITNESS
PRINT NAME/ADDRESS
WITNESS
PRINT NAME / ADDRESS
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14
"PURCHASER"
First 35 Inc., a Florida corporation
By its President,
By:
E gene J. Howard,
Attest:
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