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 , 2008 by and between Maureen Allon (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 one hundred forty thousand dollars
($140,000.00) (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, INDEMNITY, AND RELEASES :
Buyer is purchasing the Property in "As -Is" condition. Buyer, its agents, consultants, and
contractors shall have a period of ten (10) days from the Effective Date as defined herein
("Inspection Period") to inspect the Property and conduct all investigations, studies, tests and
reports as Buyer has deemed appropriate ("Inspection") 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"). For the purpose
of conducting the Inspection, Seiler hereby grants to Buyer and its agents, consultants and
contractors right of entry upon Property during the Inspection Period. The right of access herein
granted shall be exercised and used by Buyer, its agents, consultants and contractors in such a
bkp1/43 oic--101
Pane 1 of 12
manner as not to cause any damages or destruction of any nature whatsoever to, or interruption
or interference with the right of Seller or others to use, the Property.
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,
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 is responsible to conduct its own
inspection of the Property.
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.
Buyer hereby voluntarily, intentionally and knowingly waives any and all claims against
the Seller for personal injury or property damage sustained by the Buyer, its agents, consultants,
or consultants arising out of or 'related to the activities undertaken by the Buyer, its agents,
consultants and contractors upon the Property or in connection with the Inspection and releases
the Seller from any claims in connection therewith.
5. RIGHT OF TERMINATION:
Buyer shall have the right to cancel this Agreement at any time during the Inspection
Period, for any reason, except for title defects, which is governed by Section 9 hereof, by giving
Seller written notice of its intent to cancel prior to the expiration of the Inspection Period. In the
event of termination by Buyer under this Section, the Seller shall, within twenty (20) days of the
date of termination, return to the Buyer the Deposit, except to the extent necessary to secure
performance of obligations of Buyer's that survive the termination of this Agreement.
6. WAIVER AND RELEASE:
In the event that Buyer does not elect to cancel this Agreement, Buyer 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. Buyer 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
Page 2 of 12
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 Buyer 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. Notwithstanding anything to the contrary set
forth herein, this release shall survive the Closing or termination of this Agreement.
7. 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.
8. 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
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
Page 3 of 12
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 on the 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.
9. 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
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.
10. CLOSING:
Subject to the provisions of this Contract, the Closing shall take place on or before one
hundred eighty (180) days after the Effective Date, in the office of the Escrow Agent.
11. 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
Page4of12
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.
12. 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;
(2) Sworn Disclosure of Beneficial Interests in Buyer, if Buyer is a
partnership, limited partnership, corporation, or trust; and,
(3) Public Entity Crime Affidavit.
13. 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.
Page 5 of 12
14. 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.
15. 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
Facsimile (305) 416-2185
With Copy To: City Attorney
444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130
Facsimile: (305) 416-1801
Page6of12
To Buyer:
To Escrow Agent:
16. 'ENTIRE CONTRACT:
Maureen Allon
12837 S.W. 134`" St
Miami, FL 33186
(305) 333-7597/ (786) 302-6396
Scott Weisburd, Esq.
Weisburd, Eisen & Possenti, P.A.
7700 North Kendall Drive, Suite # 707
Miami, FL 33156
Facsimile: (305) 274-5059
This Contract constitutes the whole agreement between the parties. There are no terms,
obligations, covenants or conditions other than those contained herein. No modifications or
variations thereof shall be deemed valid unless evidenced by a written agreement executed by
both parties hereto.
17. 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.
18. 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.
19. 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.
20. SCOPE AND INTERPRETATION:
This Contract shall be governed by and interpreted in accordance with the laws of the
State of Florida.
Page 7of12
21. 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.
22. 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.
23. 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.
Page 8 of 12
24. 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.
2008.
The parties hereto have executed this Contract as of this day of
Buyer:
Maureen Allon
Seller:
City of Miami, a municipal corporation
ATTEST: of the State of Florida
Priscilla A. Thompson
City Clerk
By
Pedro G. Hernandez, P.E.
City Manager
Date:
Approved As To Insurance Approved As To Form and
Requirements: Correctness:
Lee Ann Brehm Julie O. Bru
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
Page 9 of 12
11111111111111
Date:
Page 10 of 12
EXHIBIT "A"
LEGAL DESCRIPTION
Lot 9, Block 9, of ORANGE HEIGHTS, according to the Plat thereof, as recorded in Plat Book
14, Page 62, of the Public Records of Miami -Dade County, Florida, a.k.a. 1436 N.W. 61st Street,
Miami, Florida.
Street Address:
1436 NW 61 ST ST
Miami, FL
Folio Number:
01-3114-035-1520
it:Docuttent Purchase and Sale Agreement -Maureen Allon-1436 NW 6l st St (2).doc
Page 11 of 12
EXHIBIT "B"
"PROPERTY DOCUMENTS"
None.
it:Document Purchase and Sale Agreement -Maureen AI1on-1436 NW 61st St (2).doc
Page 12of12