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HomeMy WebLinkAboutExhibit 2REAL ESTATE PURCHASE AND SALE CONTRACT This Purchase and Sale Contract (the "Contract") is made and entered into as of this day of , 2007 by and between (hereinafter referred to as "Buyer") and the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as "Seller"). 1. AGREEMENT TO SELL AND DESCRIPTION: Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, under and pursuant to all the terms, provisions and conditions of this Contract, all of Seller's interest in the real property (hereinafter referred to as the "Property") in the County of Miami - Dade, State of Florida, described in Exhibit "A", together with all appurtenances thereto, all improvements and the personal property located therein, if any. 2. DEPOSIT: To secure the performance by Buyer of its obligations under this Contract, Buyer agrees to pay into an escrow account with Weisburd, Eisen & Possenti, P.A. (hereinafter referred to as "Escrow Agent"), the sum of $500.00 as earnest money (hereinafter referred to as the "Deposit"). The Deposit shall be held in a non -interest bearing account. 3. PURCHASE PRICE: Buyer, in consideration of the covenants and agreements herein contained, and subject to the provisions below, hereby agrees to pay to Seller (the "Purchase Price"), as follows: (a) $500.00, being the Deposit, which sum shall be released to Seller, at Closing. (b) The balance of the Purchase Price, shall be paid by wire transfer or official U.S. bank check from a bank located in Miami -Dade County, Florida, at Closing, subject to prorations and adjustments. 4. INSPECTIONS AND ACCEPTANCE OF PROPERTY: Buyer is purchasing the Property in "As -is" condition. Notwithstanding the foregoing, Buyer acknowledges that it has been given the opportunity to inspect the Property and conduct all investigations, studies, tests and reports as Buyer has deemed appropriate and has been provided with all documents relating to the Property, to the extent available and in Seller's possession, which are more specifically described in Exhibit "B" hereto (the "Property Documents"). Buyer specifically acknowledges and agrees that neither Seller, nor Seller's agents, has made any representations or warranties concerning any matters with reference to the Property, 'l_ - 2 6, Page l of 10 including, without limitation, representations relating to the title, value, nature, quality, use or condition of the Property, including the improvements thereon, and compliance of or by the Property, or its operation, with any environmental protection, 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. Buyer further acknowledges and agrees that any information contained in the Property Documents is being provided without any representation whatsoever and that Buyer is not relying upon any such documents as containing representations made by or on behalf of Seller or Seller's agents, but that Buyer has conducted its own investigation of the Property and ACCEPTS THE PROPERTY "AS -IS" WITH ALL FAULTS. Buyer agrees to: (i) immediately pay or cause to be removed any liens filed against the Property as a result of any actions taken by Buyer or Buyer's agents in connection with the inspection of the Property; (ii) immediately repair any damage caused by Buyer or Buyer's agents, and restore the Property to its condition existing immediately prior to the performance of the inspections; and. (iii) indemnify, defend and hold harmless Seller, its employees, 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 Buyer or Buyer's agents, with respect to the inspection of the Property. 5. CONDITIONS PRECEDENT TO CLOSING: Buyer's obligation to close and pay the balance of the Purchase Price is subject, exclusively, to the following conditions: (a) Following the Effective Date, there shall have been no adverse change in the environmental condition, or the title, of the Property that cannot be corrected by Seller within the period provided for the cure of title defects or objections under Section 7 hereof. (b) Following the Effective Date, there shall not become effective or proposed any law, ordinance, regulation, restriction or zoning which would prohibit, limit, restrict, or change the current use of the Property up through the date of Closing. 6. REPRESENTATIONS AND WARRANTIES: Seller represents and warrants to Buyer, to the best of Seller's knowledge, subject to the provisions of this Contract, and as may otherwise be disclosed by the Title Evidence and the Property Documents, as follows: (a) Seller is fully vested with the title to the Property, and the authority, rights, and powers necessary to transfer marketable and insurable fee simple absolute title to the Property. (b) As of the date hereof, Seller has not entered into any leases, contracts, subcontracts, licenses, concessions, easements, or other agreements, either recorded or unrecorded, written or oral, affecting the Property, or any portion thereof, other than Page 2 of 10 those disclosed in writing and delivered to Buyer as part of the Property Documents (as supplemented), if applicable. (c) This Contract, and the transfer contemplated hereunder, do not and will not contravene any provision of any order, decree, writ, or injunction. (d) Seller is not party to any written agreements with any regulatory body or municipality, or other person or entity, which materially affects the development of the Property. (e) Seller has not received written notice from any governmental or quasi - governmental body or agency, or from any person or entity with respect to, and does not know of, any actual or threatened taking of the Property, or any portion thereof, for any public or quasi -public purpose by the exercise of the right of condemnation or eminent domain. (f) Except as disclosed in the Property Documents, Seller has received no notice, and has no knowledge of any threatened or pending lawsuits with respect to the Property. (g) The person signing this Contract on Seller's behalf is authorized to do so; it is not necessary for any other person to join in the execution of this Contract to make its execution complete, appropriate and binding Seller. (h) Seller shall be responsible, and shall promptly pay all amounts owed, for labor, materials supplied, services rendered and/or any other bills or amounts related to Seller and Seller's ownership and/or operation of the Property prior to the Closing. (1) All of Seller's representations and warranties shall be true and correct as of Closing. 7. TITLE EVIDENCE: At least ten (10) days prior to the Closing, Seller shall deliver to Buyer, at Buyer's cost, a Title Commitment (the "Commitment") and a survey of the Property (the "Survey"). Buyer agrees to accept title in the conditions set forth in the Commitment. After Closing, Seller shall deliver to Buyer, at Buyer's cost, an Owner's Title Insurance Policy (the "Policy"), insuring Buyer's title to the Property, free of all exceptions, except for the exceptions set forth in the Commitment. Within five (5) days of Buyer's receipt of the Commitment, Buyer shall have the right to object to title matters that are not caused by Buyer, which render title to the Property unmarketable (the "Title Defect"). In such event, Buyer shall notify Seller in writing specifying the Title Defect and Seller shall exercise diligent good faith efforts and shall have up to thirty (30) days following the receipt of such written notice during which to remove said Title Defect, provided, however, that Seller shall not be required to bring any action or incur any expense in excess of $5,000.00 to cure any such defect or objection. If Seller is unsuccessful, after having made such good faith diligent efforts, in removing such Title Defects within said time frame, then Buyer shall have the option of either accepting title as it then is, or demanding a refund of Page 3of10 the Deposit, which shall forthwith be returned to Buyer, and thereupon Buyer and Seller shall be released, as to one another, of all further obligations under this Contract. 8. CLOSING: Subject to the provisions of this Contract, the Closing shall take place on or before thirty (30) days after the Effective Date, in the office of the Escrow Agent. 9. DEFAULT: If Seller shall default in performance of any of its obligations under this Contract prior to Closing, then, Buyer's sole and exclusive remedies shall be to (i) terminate this Contract and receive the return of the Deposit or (ii) seek specific performance. If Buyer shall default in the performance of any of its obligations under this Contract, then, the sole and exclusive right of Seller shall be to be paid, and the sole and exclusive liability of Buyer shall be to pay to Seller, liquidated damages in the amount of the Deposit. Notwithstanding anything herein to the contrary, provided that Buyer is not in material default of this Contract, if prior to the scheduled Closing the conditions of Section 5 are not satisfied, Buyer may terminate this Contract and receive the return of the Deposit. 10. CLOSING DOCUMENTS: (a) Closing Documents: At Closing, Seller shall deliver to Buyer any documents and agreements that Seller may have in its possession or control which relate to the Property. Seller shall convey title to the Property by Special Warranty Deed. Seller agrees that at Closing, it will also deliver to Buyer: (i) an appropriate mechanic's lien affidavit; (ii) an affidavit of exclusive possession, (iii) Non -Foreign FIRPTA Affidavits, (iv) appropriate Bill of Sale; and, (v) all documents reasonably required by Schedule B-I of the Commitment. Seller and Buyer shall each execute such other documents as are reasonably necessary to consummate this transaction. As soon as practicable after the Closing, Seller shall deliver to Buyer the Policy issued in accordance with the provisions of this Contract. (b) Other Contract Documents: Buyer acknowledges that it is acquiring the Property from a governmental agency and that the transaction may be subject to certain federal, state and local requirements, which include reporting and disclosure of information. Buyer and Seller agree to comply with the following: public disclosure and inspection requirements of Chapter 119, Florida Statutes; disclosure of beneficial interests under Section 286.23, Florida Statutes; certification regarding conflict of interest under Chapter 112, Florida Statutes; the conflict of interest provisions of the Miami City Code and the Miami -Dade County Code; and, certification regarding Public Entity Crimes under Section 287.133, Florida Statutes. Buyer agrees to execute and deliver all documents reasonably required or requested by Seller, or any other governmental authority, including, but not limited to: (1) Conflict of Interest and Non -Collusion Affidavit; Page 4 of 10 (2) Sworn Disclosure of Beneficial Interests in Buyer, if Buyer is a partnership, limited partnership, corporation, or trust; and, (3) Public Entity Crime Affidavit. 11. CLOSING COSTS: Buyer shall pay all Closing and recording costs incurred in connection with the sale and purchase of the Property described in this Contract, including, specifically, documentary stamps and surtax, and all recording and filing fees payable in connection with the transfer of the Property hereunder (but excluding the cost of curing title defects, if any); the cost of the Commitment and Policy, as well as the settlement fee, title examination and abstracting costs incident thereto, each anticipated to be in the amount of $250.00; and, the Survey. Each party shall be responsible for its own attorney's fees incurred in connection with the Closing. 12. ESCROW OF DEPOSIT: The Deposit shall be held by the Escrow Agent on the terms and conditions hereinafter set forth: The Escrow Agent shall not be liable for any actions taken in good faith, but only for its gross negligence or willful misconduct. If there be any dispute as to disposition of any proceeds held by the Escrow Agent pursuant to the terms of this Contract, the Escrow Agent is hereby authorized to interplead said amount or the entire proceeds with any court of competent jurisdiction and thereby be released from all obligations hereunder. The Escrow Agent shall not be liable for any failure of the depository. 13. NOTICES: Notices and communications hereunder shall be given in writing and shall be deemed to have been given if sent by facsimile with confirmation of transmittal, delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified mail return receipt requested, in a postage prepaid envelope, and addressed to the other party as follows: To Seller: Department of Community Development City of Miami 444 S.W. 2nd Avenue Miami, FL 33130 Telephone (305) 416-2080 Fax (305) 416-2185 With Copy To: City Attorney 444 SW 2 Avenue, Suite 945 Miami, FL 33130 Facsimile: (305) 416-1801 Page 5of10 To Buyer: To Escrow Agent: Scott Weisburd, Esq. Weisburd, Eisen & Possenti, P.A. 7700 North Kendall Drive, Suite # 707 Miami, FL 33156 Facsimile: (305) 274-5059 14. ENTIRE CONTRACT: This Contract constitutes the whole agreement between the parties. There are no terms, obligations, covenants or conditions other than contained herein. No modifications or variations thereof shall be deemed valid unless evidenced by a written agreement executed by both parties hereto. 15. SUCCESSORS: The covenants, agreements, terms, conditions and warranties of this Contract shall be binding upon and inure to the benefit of Seller and Buyer and their respective heirs, executors, administrators, successors and assigns. 16. LEGAL EXPENSES: If any party obtains a final, unappealable judgment against any other party by reason of breach of this Contract, attorneys' fees, which, for purposes hereof, shall include all reasonable fees charged by an attorney for his or her services and the services of any paralegal, legal assistant or law clerk, including, but not limited to, fees and expenses charged for representation at trial, appellate levels and in any bankruptcy proceedings, and costs shall be included in such judgment. 17. EFFECTIVE DATE: The term "Effective Date", as used herein, shall mean the date on which this Contract is executed by the last of Seller and Buyer. 18. SCOPE AND INTERPRETATION: This Contract shall be governed by and interpreted in accordance with the laws of the State of Florida. Page 6 of 10 19. BROKERAGE: Seller and Buyer represent and warrant that no broker or finder has been engaged in connection with the proposed transaction. This representation shall survive the Closing. 20. TIME PERIODS: Time periods shall be determined on consecutive days. However, any time periods provided for herein which shall end on a Saturday, Sunday, or legal holiday shall be extended to 5:00 P.M. of the next business day. Time is of the essence in the performance of all obligations by each of the parties under this Contract. 21. RADON: RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER A TIME PERIOD. 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 MIAMI-DADE COUNTY PUBLIC HEALTH UNIT. 22. NON -ASSIGNABILITY: Buyer shall not assign this Contract without Seller's prior written consent, which may be withheld, or conditioned, in Seller's sole and undisputed discretion. The parties hereto have executed this Contract as of this 14 day of February, 2007. Buyer: Seller: City of Miami, a municipal corporation ATTEST: of the State of Florida By Priscilla A. Thompson Pedro G. Hernandez City Clerk City Manager Date: Page 7of10 Approved As To Insurance Approved As To Form and Requirements: Correctness: LeeAnn Brehm Jorge L. Fernandez Risk Management Administrator City Attorney Escrow Agent acknowledges receipt of the Deposit and its obligations under this Contract. Weisburd, Eisen & Possenti, P.A. By: Scott Weisburd, President Date: Page 8of10 EXHIBIT "A" LEGAL DESCRIPTION Page 9 of 10 EXHIBIT "B" "PROPERTY DOCUMENTS" None. Page 10 of 10