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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made
and entered into this / 9''''4 day of , -i.. ao, , by and between
Harry Franzus and Selma Franzus, having an address at 9803 Malvern Drive,
Tamarac, Florida 33321 (the "Seller") and the City of Miami, a municipal
corporation of the State of Florida, with offices at 444 SW 2 Avenue, Miami, Florida
33130 (the "Purchaser"). The Parties hereby agree that Seller shall sell and
Purchaser shall buy the following property upon the following terms and conditions:
DESCRIPTION OF PROPERTY/PURPOSE OF ACQUISITION
a) Legal Description:
Lot 9, Block 9, Orange Heights, Plat Book 14, Page 62, of
the Public Records of Miami -Dade County, Florida.
Containing 5,300 square feet more or less.
Folio Number: 01-3114-035-1520
b) Street Address:
1436 NW 615t Street
Miami, Florida
c) Seller acknowledges that the Property is being acquired with federal
funds under the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970 ("URA"), which covers all HUD -
assisted programs and Section 104(d) of the Housing and Community
Development Act of 1974 ("HCDA"), for the purpose of implementing
the Model City Homeownership Program, as authorized by Resolution
01-160, adopted by the City Commission of the City of Miami on
February 15, 2001 and Resolution Numbers 01-1043 and 01-1044,
adopted by the Miami City Commission on September 25, 2001. This
Agreement, and all transactions contemplated hereby, shall at all
times be subject to the provisions of the URA, HCD and all other
applicable federal or state laws or regulations (the "Program
Regulations"). Accordingly, in the event of a conflict between the
provisions of this Agreement and the Program Regulations, the
Program Regulations shall control. Seller and Purchaser agree to do
all things, perform all acts, and execute all documents, as may be
necessary to comply with the Program Regulations.
Purchase and Sale Agreement
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2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept for the Property
the sum of Nine Thousand Four Hundred Dollars ($9,400) (the "Purchase
Price"). The Purchase Price shall be payable as follows:
A. Deposit: Within forty-five (45) days of the Effective Date as defined
herein, the Purchaser shall pay to N/A (the "Escrow Agent") One Dollars
($1.00) as a deposit (the "Deposit"). 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, as set
forth in Section 8 hereof. At Closing (as hereinafter defined) the Deposit, and
all interest earned on the Deposit, 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 in paragraphs 3.B or 4 herein.
B. Closing Payment: At Closing, the Deposit plus the balance of
the Purchase Price, Nine Thousand Four Hundred Dollars ($9,400) (increased
or decreased by adjustments, credits, prorations, and expenses as set forth in
Section 7 or any other provision of 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
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
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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 th4 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. Representations or Disclaimer as To Environmental Matters:
Please select the provisions of Insert 1, "Disclaimer as to
Environmental Matters", or Insert 2, "Representations as to
Environmental Matters", as appropriate, by placing your initials in
the space provided next to your selection and attach the appropriate
Insert.
Insert 1: "Disclaimer as to Environmental Matters." The
provisions of Insert 1 shall be used when Seller disclaims all
warranties regarding Environmental conditions and Purchaser relies
exclusively on its own inspection of the Property. Please place your
initials in the space provided below to signify your selection of this
provision, whereupon the provisions of Insert 1 shall be incorporated
by reference into this Agreement.
Purchaser's initials:
Seller's initials:
Insert 2: "Representation as to Environmental Matters." The
provisions of Insert 2 shall be used when Seller makes certain
representations regarding the Environmental condition of the
Property. Please place your initials in the space provided below to
signify your selection of this provision, whereupon the provisions of
Insert 2 shall be incorporated be reference into this Agreement.
Purchaser's initials:
Seller's initials:
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4. TITLE EVIDENCE AND SURVEY
Within five (5) days of the Effective Date, Seller shall deliver to Purchaser
such title policy(ies), title commitments, abstract of title, or other evidence of
title and such survey(s) of the Property as Seller may have in its possession
or of which it may have knowledge. Purchaser shall be responsible for
obtaining, at its sole cost, (i) a commitment for title insurance, from a
recognized title insurance company authorized to issue title insurance in the
State of Florida, agreeing to insure Purchaser's title, free of all exceptions,
except those that may be accepted by Purchaser, together with all
corresponding title documents, and (ii) a survey of the Property showing the
Property to be free of encroachments or conditions that, in Purchaser's sole
discretion, would affect its proposed sue of the Property, Purchase shall have
a period of forty-five (45) days after the Effective Date in which to obtain and
examine the survey and the title commitment and submit to the Seller its
objections (the "Title Defect"). Seller shall have a period of sixty (60) calendar
days after its receipt of Purchaser's notice in which to cure the Title Defect.
Seller shall use good faith efforts to cure any Title Defect, provided however,
Seller shall not be required to bring any action or to incur any expense to
cure any Title Defect or objection.
If Seller shall be unable to convey title to the Property according to provisions
of this Agreement, Purchaser may: (i) elect to accept such title that Seller
may be able to convey, with no reduction in Purchase Price; or (ii) terminate
this Agreement, in which case the Deposit and all interest earned thereon
shall be returned by Escrow Agent to Purchaser. Upon such refund, 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.
5. CLOSING DATE
Closing shall take place within sixty (60) days after the Effective Date, at a
mutually agreeable time (the "Closing") at the City of Miami, Law
Department, located at 444 SW 2 Avenue, Suite 901, Miami, Florida. The
parties may, subject to mutual agreement, establish an earlier date for
Closing.
6. CLOSING AND OTHER CONTRACT DOCUMENTS
A. Purchaser's Closing Documents: At Closing, Seller shall
execute and/or deliver to Purchaser the following:
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(1) Statutory Warranty Deed;
(2) A Closing Statement; ,
(3) A Seller's Affidavit and a Non -Foreign Affidavit;
(4) Such documents as are necessary to fully authorize the sale of
the Property by Seller and the execution of all closing
documents; and
(4) 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:
(1) Closing Statement;
(2) Such documents as are necessary to fully authorize the purchase
of the Property by Purchaser and the execution of all closing
documents;
(3) Any other documents reasonably necessary or advisable to
consummate the transaction contemplated hereby; and
(4) Purchaser shall pay to Seller the balance of the Purchase Price
as provided for in Section 2 hereof.
C. Other Contract Documents: Because the Property is being acquired
by a governmental agency with federal funds, Seller acknowledges that the
transaction is subject to certain federal and state requirements, which
include reporting and disclosure of information. Seller agrees to observe, and
comply with, all applicable federal and state requirements, including, without
limitation, public disclosure and inspection under Chapter 119, Florida
Statutes, disclosure of beneficial interests under Section 286.23, Florida
Statutes, certification regarding conflict of interest under Chapter 112,
Florida Statutes and Chapter 2, of the City of Miami Code and Section 2-11-1
of the Miami -Dade County Code, certification regarding Public Entity Crimes
under Section 287.133, Florida Statutes, and, in connection therewith, Seller
agrees to execute and deliver all documents required or requested by
Purchaser or any other governmental authority, including, but not limited to:
(1) Conflict of Interest and Non -Collusion Affidavit; and
(2) Sworn Disclosure of Beneficial Interests in Seller if Seller is a
partnership, limited partnership, corporation, or trust; and
(3) Public Entity Crime Affidavit; and
(4) Receipt of Disclosures and Notices under the Uniform Relocation
Assistance and Real Property Acquisition Policy Act of 1970.
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7. 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:
(1) Certified/Pending Liens: Certified, confirmed and ratified
governmental liens as of the Closing Date shall be paid by
Seller. Pending liens as of the Closing Date shall be assumed by
Purchaser.
(2) Other Taxes, Expenses, Interest, Etc: Taxes, assessments,
water and sewer charges, waste fee and fire protection charges,
if applicable, shall be prorated.
(3) 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:
Purchaser shall pay all closing and recording costs incurred in
connection with the sale and purchase of the Property described in this
Agreement, 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. Each party shall be responsible for its own attorney's
fees incurred in connection with the Closing.
8. DEFAULT
A. If this transaction does not close as a result of default by Seller,
Purchaser shall be entitled to: (i) elect to terminate this Agreement
and receive the return of the Deposit and all interest thereon; or (ii)
elect to 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 retain the
Deposit and all interest earned thereon, as liquidated damages and not
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as a penalty for forfeiture, actual damages being difficult or impossible
to measure.
C. Neither party shall be entitled to exercise any remedy for a default by
the other party, except failure to timely close, until (i) such party has
delivered to the other notice of the default and (ii) a period of ten
calendar (10) days from and after delivery of such notice has expired
with the other party having failed to cure the default or diligently
pursued remedy of the default.
94 RISK OF LOSS
The Seller shall have all risk of loss or damage to the Property by fire or
other casualty, or acts of God, until title to the Property is transferred to
Purchaser on the Closing Date.
10. 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 Purchaser: On behalf of Seller:
Gwendolyn C. Warren, Director
Department of Community Development
City of Miami
444 S.W. 2nd Avenue, 2nd Floor
Miami, FL 33130
Telephone: (305) 416-2080
Fax: (305) 416-2090
11. NOTICES
Harry and Selma Franzus
9803 Malvern Drive
Tamarac, Florida 33321
Telephone (954) 722-1400
Fax:
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:
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Purchaser: Seller:
Carlos A. Gimenez, City Manager
City of Miami
444 SW 2 Avenue, loth Floor
Miami, FL 33130
Copies To:
s- Gwendolyn C. Warren, Director
Department of Community Development
City of Miami
444 S.W. 2nd Avenue, 2nd Floor
Miami, FL 33130
Alejandro Vilarello, City Attorney
City of Miami
444 SW 2 Avenue, Suite 945
Miami, FL 33130
12. CAPTIONS AND HEADINGS
Harry and Selma Franzus
9803 Malvern Drive
Tamarac, Florida 33321
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.
13. 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.
14. GOVERNING LAW
This Agreement shall be governed according to the laws of the State of
Florida and venue shall be in Dade County, Florida.
15. AWARD OF AGREEMENT
Seller represents and warrants that it has not employed or retained any
person employed by the Purchaser to solicit or secure this Agreement and
that it has not offered to pay, paid, or agreed to pay any person employed by
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the Purchaser any fee, commission percentage, brokerage fee, or gift for the
award of this Agreement.
16. CONFLICT OF INTEREST
The Seller covenants that no person under its employ who presently exercises
any functions or responsibilities in connection with purchase and sale of the
Property has any personal financial interest, direct or indirect, in this
Agreement, except for the interest of the Seller in the sale of the Property.
The Seller is aware of the conflict of interest laws of the City of Miami (City
of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -
Dade County Code Section 2-11-1) and the State of Florida (Chapter 112,
Florida Statutes), and agrees that it shall comply in all respects with the
terms of said laws and any future amendments, as well as all other federal or
state laws or regulations applicable to the transaction that is the subject
matter of this Agreement.
17.. 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.
18. 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.
19. SURVIVAL OF REPRESENTATIONS/WARRANTIES
The representations and warranties contained in this Agreement shall
survive the Closing and be enforceable by the respective parties until such
time as extinguished by law.
20. 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.
Purchase and Sale Agreement 9
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21. WAIVER OF TRIAL BY JURY
The parties hereby knowingly, voluntarily and intentionally waive any right
they may have to a trial by jury 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 verbal or written) or actions of any party
hereto. This provision is a material inducement for Purchaser and Seller
entering into this Agreement.
22. 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.
23. TIME 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.
24. 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, the Agreement has been
approved by the Emergency Financial Oversight Board and the Seller has
been notified in writing of the approval.
25. AUTHORITY OF CITY MANAGER
The Resolution of the City Commission of the Purchaser 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.
26. APPROVAL BY THE OVERSIGHT BOARD
The State of Florida has appointed an Emergency Financial Oversight Board
(the "Oversight Board"), which is empowered to review and approve all
pending City of Miami contracts. As a result, this Agreement shall not be
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binding on the Purchaser until such time as it is approved by the Oversight
Board. Attestation of this Agreement by the City of Miami Clerk shall
constitute evidence of approval by the Oversight Board.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the day and year first above written.
Attest: "SELLER"
By. Zeta te_. C L,.... By: J A -a ,a -
Print Name: ke,q 7 21 ce._ CtN S•r i y i Print Name: / RAY /- R f AXu S
Title: Title:
By: �(, CCU-- By: /t.1
Print Name: L 'rr t..?.. [ riS'ie t ry Print Name: '/v/4 /'ANg' ' ezS
Title: Title:
"BUYER"
THE CITY OF MIAMI, A municipal
corporation of the State of Florida
By; —
Walter J. "3 -'an, City Clerk C • s ' . Gimene • , City Manager
APPROVE AS 0 FO M AND
CORRE TNE
Vilarello, City Attorney
Purchase and Sale Agreement
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