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HomeMy WebLinkAboutexhibit1AGREEMENT FOR PURCHASE AND SALE THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this day of , 2004 ("Effective Date")by and between the City of Miami, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130 (the "Seller"), and Progressive Vision Community Development Corporation, Inc., a Florida not -for -profit corporation, with offices at 740 NW 58th Street, Miami, Florida 33127 (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/PURPOSE OF ACQUISITION a) Legal Description Legal description as set forth in Exhibit "A" attached hereto and made a part hereof, hereinafter referred to as the "Property". Street Address 779 NW 57th Street Folio Number 01-3114-038-0050 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 29B 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 four (4) owner occupied condominium units 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 will, within twelve (12) months following the Closing (as defined in Paragraph 7 hereof), Purchaser shall commence the construction of four (4) condominium units (the "Improvements") as evidenced by issuance of a building permit, and shall continue diligently with the construction of the Improvements to completion by no later than twenty-four (24) months from the date of conveyance. 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of Ten and No/100 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 13 or any other provision of this Agreement shall be paid by the 1 Purchaser to the Seller in the form of cashier's check, certified 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 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). B. 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 City 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 2 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 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 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 "Environmental Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. The City Manager, 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 manner 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. 3 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 immediately 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 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 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 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, 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 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 4 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 parties 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 other party 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 Seller; and then (ii) except as otherwise hereafter provided in this Section, the parties shall thereupon be relieved of any and all further responsibility hereunder and neither party shall have any further obligation on behalf of the other; and (iii) Purchaser shall be refunded the Deposit and all interest earned. 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, 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. TITLE EVIDENCE 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 5 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, would affect its proposed sue of the Property. Purchase shall have a period 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 shall 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 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. Upon such termination, 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. b. 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: (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, 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 6 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. 7. CLOSING DATE Closing shall take place within forty-five (45) days after City sends written notice of satisfaction of the Conditions Precedents set forth in Paragraph 8 below, provided, however, that if the Conditions Precedent are not satisfied within twelve months of the effective date, either party may terminate this Agreement by written notice to the other party. The closing (the "Closing") shall take place at a mutually agreeable time at the City of Miami, Department of Economic Development located at 444 SW 2nd Avenue, Suite 325, Miami, Florida. 8. CONDITIONS PRECEDENT Seller's obligation to sell shall be subject to the satisfaction of the following conditions on or before twelve months from the Effective Date: (a) The Purchaser shall submit to the Seller evidence that it has the funds necessary to construct the Improvements, the value of which shall be determined by an appraiser approved by the City. (b) The Purchaser shall submit to the Seller evidence that is has secured buyers for the improved Property who satisfy the applicable affordable housing requirements. (c) The Purchaser shall submit to the Seller a copy of the construction contract for the construction of the Improvements. 7 (d) 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. (e) The Purchaser shall obtain the necessary zoning approval to construct four (4) condominium units on the Property. 9. DEED RESTRICTIONS The Seller shall convey title to the Property by City Deed subject to certain deed restrictions pertaining to the use of the Property, in substantially the form attached hereto as Exhibit "B". 10. AFFORDABLE HOUSING EXEMPTION Purchaser represents and warrants to the Seller that, the Property will be used exclusively for the purpose of providing affordable owner occupied 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 be 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 commence promptly the construction of one single family home and shall continue diligently with the construction of the improvements to completion; provided, that, in any event, construction shall commence twelve (12) months from the date of the City Deed, and shall be completed no later than twenty-four (24) months from date of the conveyance. 11. PAY FOR MUNICIPAL 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. 8 12. CLOSING DOCUMENTS A) At Closing, Seller shall execute and/or deliver to Purchaser the following: 1) City Deed conveying to Purchaser Seller's interest in the Property, without warranties and 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: 1) 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 4) 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: A) Adjustments and Prorations 1) 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. 9 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 Property in the area where the Property are located. All pro - rations shall utilize the 365-day method. B) Closing Costs 1) 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: On behalf of Purchaser: City of Miami Keith A. Carswell, Director Department of Economic Development 444 SW 2nd Avenue, 3rd Floor Miami, FL 33130 Telephone (305) 416-1411 Fax (305) 416-2156 Rev. Gaston E. Smith, Director 740 NW 58th Street Miami, FL 33127 10 16. NOTICES 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 City Manager 3500 Pan American Drive Miami, FL 33133-5595 Copy To City of Miami Keith A. Carswell, Director Department of Economic Development 444 SW 2nd Avenue, Suite 325 Miami, FL 33130 Jorge L. Fernandez, City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 17. CAPTIONS AND HEADINGS Purchaser Progressive Vision Community Development Corporation, Inc. 740 NW 58th Street Miami, Florida 33127 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 consents, may be withheld for any or no reason whatsoever. 19. GOVERNING LAW This Agreement shall be governed according to the laws of the State of Florida and venue for legal proceedings shall be in Miami -Dade County, Florida. 11 ATTEST: Witness Print Name Witness Print Name "PURCHASER" PROGRESSIVE VISION COMMUNITY DEVELOPMENT CORPORATION, INC., a Florida not -for -profit corporation on By: Gaston E. Smith, Director 14