HomeMy WebLinkAboutAgreementAGREEMENT FOR PURCHASE AND SALE
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered
into as of the 7`' day of April, 2006 by and between the City of Miami, a municipal corporation
of the State of Florida, with offices at 444 S.W. 2n4 Avenue, Miami, Florida 33130 (the "Seller"),
and Carlisle Group VI, Ltd., a Florida limited partnership with offices at 2950 N.W. 27th Avenue,
Suite 200, Miami, Florida 33133 (the "Purchaser"). The Parties hereby agree that Seller shall
sell and Purchaser shall buy the following property upon the following terms and conditions;
1. DESCRII 1ON O�„PROPERTYJPURPOSE OF ACQUISITION
a) Legal Description
Lots 27, 28, 29, 30, 31, 32, 33, 34, 35 36, 37, 38, and 39, all in Block 10, of
ORANGE HEIGHTS, according to the Plat thereof as recorded in Plat Book 14,
at Page 62, of the Public Records of Miami•Dade County, Florida
hereinafter referred to as the "Property".
b) The City of Miami Commission has authorized the sale of the Property to
the Purchaser for the purpose of providing affordable housing pursuant to
Section 298 of the City of Miami Charter which exempts affordable housing
developments from the competitive bidding requirements established therein.
Accordingly, Seller agrees to sell the Property to Purchaser on the condition that
that the Property shall only be used to provide multifamily apartment housing
for individuals and/or family within the economic affordability range of very
low, low and/or moderate income families and/or individuals, based on
criteria established by federal and/or state law or by the City Commission of
the City of Miami. Accordingly, Seller agrees to sell the Property to Purchaser
in reliance on Purchaser's covenant that it shall commence the construction of
the multifamily apartment community (the "Improvements") no later than June
1, 2007 and shall continue diligently with the construction of the
Improvements to completion by no later than twenty four (24) months from
the date of commencement of constructions, subject to force rnajeure.
2. PURCH,4SE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept the sum of Ten and No/I00
Dollars ($10.00) (the "Purchase Price"), The Purchase Price shall be payable as follows.
At Closing, the Purchase Price increased or decreased by adjustments, credits,
prorations, and expenses as set forth in Section 12 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 or wire transfer.
3. ENVIRONWENTAL MATTERS
A. Definitions.
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For purposes of this Agreement:
The terns "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; (13) any "hazardous waste" as
now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C.,
Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act
(15 U.S,C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum
hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether
friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances
or material which: (i) is now or hereafter classified or considered to be hazardous or
toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens
to cause a nuisance on the Property or adjacent property or poses or threatens to pose a
hazard to the health or safety of persons on the Property or adjacent property; or (iii)
would constitute a trespass if it emanated or migrated from the Property.
The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes,
rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted,
promulgated, or amended of the United States, the State of Florida, Miami -Dade County,
the City of Miami, or any other political subdivision, agency or instrumentality
exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the
Property, relating to pollution, the protection or regulation of human health, natural
resources, or the environment, or the emission, discharge, release or threatened release of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste
or Hazardous Materials into the environment (including, without limitation, ambient air,
surface water, groundwater, land or.soil).
S. Disclaimer As To Environmental Matters.
Purchaser acknowledges and agrees that Seller has not made, does not make and
specifically negates and disclaims any representations, warranties (other than the limited
warranty of title as set out in the Quitclaim Deed), promises, covenants, agreements or
guaranties of any kind or character whatsoever, whether express or implied, oral or
written, (past, present, or future) of, as to, concerning or with respect to environmental
matters with reference to the Property, including, but not limited to: (a) the value, nature,
quality or condition of the Property, including, without limitation, the water, 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, 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, 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
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representations made by or on behalf of Seller, but that Purchaser is responsible to
conduct its own investigation of the Property.
Purchaser further acknowledges and agrees that any information provided or to be
provided with respect to the Property was obtained from a variety of sources and that
Seller has not made any independent investigation or verification of such information
and makes no representations as to the accuracy or completeness of such information but
Seller agrees that it will not intentionally withhold information and Seller will not
knowingly provide any false or misleading information. Seller is not liable or bound in
any matter by any oral or written statements, representations or information pertaining to
the Property, or the operation thereof, furnished by any agent, employee, servant or other
person.
C. Inspection Period.
Purchaser, its employees, agents, consultants and contractors shall have a period of sixty
(60) days from the Effective Date (the "Investigation Period") in which to undertake at
Purchaser's expense, such physical inspections and other investigations of and
concerning the Property including surveys, soil borings, percolation, engineering studies,
environmental tests and studies and other tests as Purchaser considers necessary for
Purchaser and his consultants to review and evaluate the physical characteristics of the
Property and to perform certain work or inspections in connection with such evaluation
(the "Environmental Inspection") after giving the Seller reasonable notice of twenty-four
(24) hours prior to each test performed. The Purchaser, at its sole option, may extend the
Investigation Period for an additional twenty-five (25) days if based upon the results of
the testing, additional testing is warranted. For the purpose of conducting the
Environmental Inspection, Seller hereby grants to Purchaser and its consultants and
agents or assigns, full 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 mariner as
not to cause any material damage or destruction of any nature whatsoever to, or
interruption of the use of the Property by the Seller, its employees, officers, agents and
tenants.
D. Inspection Indemnity, Insurance and Releases.
Notwithstanding anything contained in this Agreement to the contrary, as consideration
for the Seller granting a continuing right of entry, the Purchaser hereby specifically
agrees to: (i) immediately pay or cause to be removed any liens 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 itntnediately prior to the Inspection Period; 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 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 liable for the gross negligence or intentional misconduct of Setter,
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its employees, officers and agents. Nothing herein shall be deemed to abridge the rights,
if any, of the Seller or Purchaser to seek contribution where appropriate.
The provisions of this indemnity shall survive the Closing or the termination of this
Agreement.
Prior to Purchaser entering upon the Property for purposes of commencement of the
Environmental Inspection, Purchaser shall furnish to Seller the policy or policies of
insurance or certificates of insurance in form and such reasonable amounts approved by
the City of Miami's Risk Manager protecting the City, during the course of such testing,
against ail claims for personal injury and property damage arising out of or related to the
activities undertaken by the Purchaser, its agents, employees, consultants and
contractors, or anyone directly or indirectly employed by arty of them or anyone for
whose acts they may be liable, upon the Property or in connection with the
Environmental Inspection.
Purchaser hereby 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.
E. Remedies/Right of Termination.
If Purchaser discovers, during the Investigation Period, the presence of Hazardous
Materials on the Property in levels or concentrations which exceed the standards set forth
by DERM, the State or the Federal Government, prior to the end of the Inspection
Period, Purchaser shall notify Seller in writing and deliver to Seller copies of all written
reports concerning such Hazardous Materials (the "Environmental Notice"). The
Purchaser and Seller shall have seven (7) business days from the date the Seller receives
the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the
event the Purchaser and Seller are unable to reach agreement with respect thereto within
the seven (7) business day period provided herein, the Purchaser shall have the option
within two (2) calendar days of the expiration of the seven (7) business day period to
cancel this Agreement by written notice to the Seller, whereupon (i) all property data and
all studies, analysis, reports and plans respecting the Property delivered by Seller to
Purchaser or prepared by or on behalf of the Purchaser shall be delivered by Purchaser to
the Seiler; and then (ii) except as otherwise hereafter provided in this Section, the parties
shalt thereupon be relieved of any and all further responsibility hereunder and neither
party shall have any further obligation on behalf of the other.
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 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,
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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, or under the Property.
Notwithstanding anything to the contrary set forth herein, this release shall survive the
Closing or termination of this Agreement.
4, TTTLE EVIDJNCE
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 irnmediately
upon Purchaser's receipt thereof. Seller has no obligation to, but to the extent Seller has
evidence of title, including abstracts, prior title policies and title reports, Seller shall
provide copies of same to Purchaser, within five (5) calendar days of the Effective Date,
to assist in Purchaser's title examination and obtaining title insurance.
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 including, but not limited to (i) a
commitment for title insurance, from a recognized title insurance
company authorized to issue title insurance in the State of Florida, and
(ii) a survey of the Property showing the Property to be free of
encroachments or conditions that, in Purchaser's sole discretion, equal
to the Inspection Period in which to obtain and examine the survey and
the title commitment and submit to the Seller its objections (the "Title
Defect"). Seller shalt have a period of sixty (60) calendar days after its
receipt of Purchaser's notice in which to cure the Title Defect provided,
however, that Seller shall not be required to bring any action or to incur
any expense to cure any title Defect or objections.
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 relived of all further obligations and liability, and neither
party shall have any further claims against the other.
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S. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS"
CONVEYANCE.
A. Except as otherwise previously provided in Sections 3 and 4 of this
Agreement, Purchaser is purchasing the Property in an "AS IS" condition and
specifically and expressly without any warranties, representations or guaranties, either
express or implied, of any kind, nature or type whatsoever from or on behalf of Seller.
Without in any way limiting the generality of the immediately preceding, and in addition
to the specific disclaimers set forth in Section 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:
(I) Purchaser hereby acknowledges that Seller has not made, will not and
does not make any warranties or representations, whether express or implied, with
respect to the Property, its condition, the value, profitability, or marketability thereof;
(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, zoning or development of regional impact laws, rules, regulations, orders
or requirements;
(4) Purchaser acknowledges that Purchaser has made and/or shall be 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 shall be deemed to 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.
B. The provisions of this Section shall survive the closing.
6. RESTRICTIONS, EASEMENTS AND LIMITATIONS
The Purchaser further agrees it shall take title subject to: zoning, restrictions,
prohibitions, and other requirements imposed by governmental authority; restrictions and
matters appearing on the public records, including but not limited to deed restrictions and
reversionary interest and all recorded and unrecorded public utility easements and any
matters that would be disclosed on a survey of the property.
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7. (LOSING DATE
Closing shall take place on a mutually agreeable date on or before December 31, 2006,
but in any event not prior to September 30, 2006. The closing (the "Closing") shall take
place at a mutually agreeable time at the City of Miami, Department of Community
Development located at 444 SW 2 Avenue, ri Floor, Miami, Florida, unless Purchaser is
financing the construction of the Improvements in which case dosing will be at the
office designated by the Lender.
8. CONDITIONS PRECEDENT
Seller's obligation to sell shall be subject to the satisfaction of the following conditions
on or before the Closing Date:
(a) The Purchaser shall submit to the Seller evidence that it has the funds necessary
to construct the Improvements.
(b) The Purchaser shall submit to the Seller a copy of the constnictioa contract for
the construction of the Improvements.
(c) The Purchaser shall submit to the Seller evidence that it is ready to commence
and complete construction of the Improvements within the times set forth in
Paragraph 1. b hereof
9. DEED RESTRICTIONS
The Seller shall convey title to the Property by Quitclaim Deed subject to certain deed
restrictions pertaining to the use of the Property, in substantially the form attached hereto
as Exhibit "A".
10. AF'FORDABLE HOUSING EXEMPTION
Purchaser represents and warrants to the Seller that, the Property will be used
exclusively for the purpose of providing affordable multifamily rental housing for
individuals and/or families within the economic affordability range of very low, low
and/or moderate income families and/or individuals, based on criteria established by
federal and/or state law or by the City Commission of the City of Miami. Seller has
relied on Purchaser's representations in entering into this Agreement pursuant to the
provision of Section 29B of the City of Miami Charter which exempts from the
competitive bidding requirements established therein a "conveyance or disposition of
city -owned property implementing city -assisted housing programs or projects which are
intended to benefit persons or households with low and/or moderate income by providing
housing for such persons or households, such as, but not limited to, those funded
programs or projects undertaken, pursuant to the Federal Housing Act of 1937 and the
Florida Housing Act of 1972, as those statutes may be amended or revised from time to
time, implementing city -assisted housing programs as may he authorized by federal or
state law, implementing projects authorized under the Florida Community
Redevelopment Act of 1969, and implementing projects of any governmental agency or
instrumentality" (the "Affordable Housing" exemption). Purchaser further agrees to
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commence promptly the construction of the Improvements and shall continue diligently
with the construction of the improvements to completion; provided, that, in any event,
construction shall commence and be completed in accordance with the time frames set
forth in Section 1(b) above, subject to force majeure.
11. PAY FOR iKUN[CIPAL SERVICES
The Purchaser agrees that if the Property, or any portion thereof, is purchased by an
"immune" or "exempt" entity or is utilized for exempt purposes, that so long as the City
of Miami provides municipal services to the Property the owner 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.
12. CLOSING DOCUMENTS
A) At Closing, Seller shall execute and/or deliver to Purchaser the following:
1) Quitclaim Deed subject to conditions, restrictions, easements and
limitations of record; and
2) A Closing Statement; and
3) A Seller's Affidavit and a Non -Foreign Affidavit; and
4) Such documents as are necessary to fully authorize the sale of the
Property by Seller and the execution of all closing documents; and
5) Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby.
B) Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
I) Covenants (or acknowledgement of Deed Restrictions);
2) Closing Statement; and
3) Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser and the execution of all closing documents; and
Any other documents reasonably necessary or advisable to consummate
the transaction contemplated hereby; and
13. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by or
between Seller and Purchaser as follows:
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A) Adjustments and Prorations
l) Real Estate Taxes: The Seller warrants that the Property is exempt
from taxes and accordingly there should be no taxes due at Closing.
2) 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.
3) Other Taxes Expenses, Interest, Etc: Taxes, assessments, water and
sewer charges, waste fee and fire protection charges, if applicable, shall
be prorated.
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
I) Each party shall be responsible for its own 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 of the Property
described in this Agreement, including, but not limited to documentary
stamps and surtax, all recording charges and all filing fees payable in
connection with the transfer of the Property hereunder;
14. RELEASE AND INDEMNIFICATION
Purchaser and anyone claiming by, through or under Purchaser hereby fully and
irrevocably release Seller, its employees, officers, directors, representatives, agents,
successors and assigns (collectively the Seller) from any and all claims that it may now
have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense,
demand, action or cause of action arising from or related to any defects, errors, omissions
or other conditions, including, but not limited to, environmental matters, affecting the
Property, or any portion thereof.
15. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller is important. Accordingly, to facilitate such communication, the Purchaser and
Seller have appointed the following persons on their respective behalves to be their
representatives, to wit:
On behalf of Seller:
City of Miami
Barbara Gomez -Rodriguez, Director
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(.)n behalf of Purchaser:
Carlisle Group VI, LTD.
Lloyd Boggio
Department of Community Development
444 SW 2 Avenue, 2'd Floor
Miami, FL 33130
Telephone (305) 416-1978
Fax (305) 416-2090
16. NOTICES
2950 S.W. 27th Avenue, Suite 200
Miami, FL 33133
Telephone (305) 476-8118
Fax (305) 476-1557
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service
or by certified mail addressed to Seller and Purchaser at the address indicated herein.
Such notice shall be deemed given on the day on which personally served; or if by
certified mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier:
Seller Purchaser
City of Miami
City Manager
444 SW 2 Avenue, 10th Floor
Miami, FL 33130
Copy To
City of Miami
Barbara Gotnez-Rodriguez, Director
Department of Community Development
444 SW 2 Avenue, 2' Floor
Miami, FL 33130
Jorge L. Fernandez, City Attorney
444 SW 2 Avenue, 9th Floor
Miami, FL 33130
17. CAPTIONS AND HEADINGS
Carlisle Group VI, LTD.
Lloyd Boggio
2950 S.W. 27th Avenue, Suite 200
Miami, FL 33133
Telephone (305) 476-8118
Fax (305) 476-1557
Copy To
Stearns Weaver Miller et al.
150 West Flagler Street
Suite 2200
Miami, FL 33130
Attn: Patricia Green
The Section headings or captions appearing in this Agreement are for convenience only,
are not part of this Agreement, and are not to be considered in interpreting this
Agreement.
18. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and their
successors in interest. Purchaser may assign or pledge this Agreement only with the
prior written consent of the City Manager which consent may be withheld for any or no
reason whatsoever.
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19. GOYE iNING LAW
This Agreement shall be governed according to the laws of the State of Florida and
venue shall he in Dade County, Florida.
20. COUNTERPARTS
This Agreernent 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 Agreernent.
21. 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.
22. SURVIVAL OF REPRESENTATIONS/WARRANTIES
Paragraphs 3, 5, 8, 9, 1.0, 14, 18, and 22 of this Agreement shall survive the Closing and
be enforceable by the respective parties until such time as extinguished by law.
23. PARTIAL INV LIDITY
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.
24. WAIVER OF TRIAL DY 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 Agreernent, or any course of conduct, course of dealing, statements (whether
oral or written) or actions of any party hereto. This provision is a material inducement
for Purchaser and Seller entering into this Agreement.
25. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties. There are no
promises, agreements, undertakings, warranties or representations, oral or written,
express or implied, between the parties other than as herein set forth, No amendment or
modification of this Agreement shall be valid unless the same is in writing and signed by
the City Manager on behalf of the Seller and the Purchaser.
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26. 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.
27. EFFECTIVE DATE/TIME OFACCEP rANCE
The Effective Date of this Agreement shall be the date on which the last parry to this
Agreement executes said Agreement and Purchaser has been notified in writing of the
approval.
28. 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.
29. SPECIFIC PLRFORMANCE. In the event of the Seller's failure to perform its
obligations under this Contract, the Purchaser shalt be entitled to exercise all remedies
available at law or in equity, specifically including but not limited to specific
performance.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the day and year first above written.
&ccilia A. •'Fho peon �l7/O ��
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APPRO AS TO FORM AND
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"SELLER"
Executed by CITY OF MIAMI, a municipal
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By;
Joe ola, City Manager
"PURGE -LASER"
CARLISLE GROUP VI, LTD.,
partnership
By: Carlisll Gro
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