HomeMy WebLinkAboutExhibit - AgreementCSD1-Revised 02/20/13
STATE OF FLORIDA DEPARTMENT or ENVIRONMENTAL PROTECTION
CONTRACT FOR SALE AND PURCHASE
AND
DEPOSIT RECEIPT
THIS Contract for Sale and Purchase and Deposit Receipt
("Contract") is made this day of , 20 by and
between SELLER and BUYER as follows:
SELLER' Board of Trustees of the Internal Improvement Trust Fund
of the State of Florida by and through its agent the
Division of State Lands of the State of Florida
Department of Environmental Protection ("DEP")
ADDRESS: State of Florida Department of Environmental Protection
Division of State Lands
3900 Commonwealth Boulevard
Mail Station 100
Tallahassee, Florida 32399-3000
BUYER: City of Miami
414 S.W. 2"d Avenue
Miami, Florida .33130
1. AGREEMENT TO SELL: SELLER hereby agrees to sell and BUYER
hereby agrees to buy in accordance with this Contract the real
property, that is more particularly described in attached EXHIBIT
"A" of this Contract (the "Property")
2. PURCHASE PRICE: BUYER hereby offers the following purchase
price for the Property in the amount of Four Million, Seven
Hundred Thousand and No/100 Dollars($4,700,000.00), which shall be
paid in the following manner:
a. Deposit: BUYER deposits herewith Four Hundred and
Seventy Thousand and No/100 Dollars($470,000) in the form of a
wire transfer from a financial institution as defined in Section
655.005, Florida Statutes, made payable to the State of Florida
Department of Environmental Protection representing ten percent
(10%) of the total purchase price as an earnest money ("Depositif).
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se
b. Balance: At closing, BUYER shall be required to pay the
balance of the purchase price in the amount of Four Million, Two
Hundred Thirty Thousand and No/100 Dollars($4,230,000.00) by wire
transfer of funds through a Federal Reserve Bank or other
immediately available funds acceptable to SELLER, made payable to
the State of Florida Department of Environmental Protection or
SELLER'S designated closing agent.,
3. TIME OF ACCEPTANCE: If this offer is not accepted by SELLER,
the Deposit shall be returned to BUYER and this offer shall be
null and void.
4. CLOSING, EXPENSES AND POSSESSION: This Contract shall be
closed following approval by SELLER, and the deed delivered after
execution by SELLER. SELLER will deliver possession of the
Property to BUYER at closing. The following are additional
details of closing:
a. Time and Place: The closing shall be on or before 120
days after SELLER'S execution of this Contract. The date, time
and place of closing shall be set by DEP.
b. Conveyance: At closing, SELLER will deliver to BUYER a
fully executed quitclaim deed conveying the Property and any
improvements in "AS IS, WHERE IS CONDITION," without warranties or
representations, subject to a reservation in favor of the SELLER
of an undivided three -fourths interest in phosphate, minerals and
metals and an undivided one-half interest in all petroleum
pursuant to Section 270.11, Florida Statutes.
c. Expenses: BUYER shall be responsible for and pay all
closing costs associated with the Property including, but not
limited to, advertising costs, appraisal costs, survey coSts,
documentary stamp tax on the deed, recording fees, abstract or
title insurance fees, and BUYER'S attorneys' fees. BUYER shall
reimburse DEP at closing for any closing costs that are initially
paid for by DEP. Any costs of sale incurred by SELLER or by other
parties on behalf of SELLER. shall be paid by separate certified or
cashier's check made payable to the State. of Florida Department of
Environmental Protection or an escrow agent designated by DEP at
the time of closing. SELLER may require that the closing be
processed by and through a title insurance company or other
closing agent, designated by DEP, and BUYER shall pay any costs
charged by such company or agent for this closing service. If
BUYER obtains a survey of the Property, nothing contained therein
shall affect the purchase price or terms of this Contract.
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5. EASEMENTS, RESTRICTIONS AND ENCUMBRANCES: BUYER agrees to
take title to the Property subject to existing comprehensive land
use plans, zoning, restrictions and prohibitions affecting the
Property and other requirements imposed by governmental authority;
restrictions, qualifications and matters appearing on the plat or
otherwise common to the subdivision, restrictive covenants, public
utility easements and all outstanding easements reservations and
other interests.
The State of Florida. Department of Juvenile Justice (DJJ) holds
Board of Trustees Lease No. 4664 on the property, effective until
June 13, 2054. DJJ will vacate the property on or before July 1,
2014.
6. WETLANDS: Any wetlands on the Propertymay be subject to the
permitting requirements of DEP, the applicable water management
district or any other applicable permitting entity.
7. CONDITION )F THE PROPERTY: BUYER acknowledges that he has
inspected the Property and agrees to accept the Property in "AS
IS, WHERE IS CONDITION." SELLER makes no warranties or
representations whatever as to the condition of the Property or
any improvements located thereon, or the fitness of either for any
particular use or purpose.
8. RADON GAS: 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 time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may he obtained from
your county public health department.
9. RISK OF LOSS: In the event of any substantial damage to the
Property (in excess of $5,000) between the, date of this Contract
and the date of closing, SELLER shall have the option of restoring
the damaged Property to its condition immediately prior to the
occurrence causing the damage, in which event, BUYER shall
complete the transaction as originally planned. If- these repairs
are not completed prior to closing date, closing will be extended
until such time as the repairs are completed.. If SELLER elects
not to restore the damaged Property, BUYER'S sole remedy shall be
the right to rescind this Contract by giving written notice to
SELLER and to receive a refund of the Deposit or, alternatively,
to proceed to closing on the Property, as damaged, after
adjustment. in the purchase price. In the event of any lesser
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damage ($5,000 or less), the parties shall proceed to closing as
though no damage had occurred.
10. DEFAULT: If BUYER faiis to close on or before the date set
forth in paragraph 4.a. of this Contract, the. Deposit may be
retained by SELLER as agreed. upon liquidated damages,
consideration for execution of this Contract and in full
settlement of any claims; whereupon this Contract shall be
terminated and SELLER and BUYER shall be relieved of all
obligations under this Contract; or SELLER, at SELLER'S option,
may elect to specifically enforce this Contract. If SELLER fails
to deliver the quit claim deed to BUYER on or before the closing
date set forth in paragraph 4.a, of this Contract, BUYER may elect
to receive the return of the Deposit, whereupon this Contract
shall be terminated and BUYER and SELLER shall be relieved of all
obligations under this Contract; or BUYER, at BUYER'S option, may
seek specific performance.
11. SUCCESSORS: Upon execution of thisContract by BUYER, this
Contract shall be binding upon and inure to the benefit of BUYER,
his heirs, successors or assigns.
12. RECORDING: Neither this Contract nor any notice of it may be
recorded in any county by any person.
13, ASSIGNMENT: This Contract shall not be
without the prior written, consent of SELLER.
g ed by BUYER
14. TIME OF ESSENCE: Time is of the essence in the performance
of this Contract,
15. AMENDMENTS: This Contract contains the entire agreement and
all representations of • the parties. No amendment will be
effective except when reduced to writing signed by all parties.
Notwithstanding the foregoing, the parties acknowledge that the
legal description of the Propertyis based upon historic chain of
title- information, without the benefit of a current survey. The
parties agree that if, in the opinion of SELLER, it becomes
necessary to amend the legal description to correct errors, to
more properly describe the Property, or to otherwiserevise the
legal description of the Property, the legal description to be
used in the survey (if any) and in the closing instruments
required by this Contract for the Property shall be revised by or
at the direction of SELLER, and shall be subject to the final
approval of SELLER. Anything to the contrary hereinabove
notwithstanding, such a revision of the legal description of the
Property shall not require a written amendment to this Contract.
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In such event, the SELLER'S execution and delivery of the closing
instruments containing the revised legal description and the
BUYER'S acceptance of said instruments and of the final survey (if
any) containing the revised legal description shall constitute a
full and complete ratification and acceptance of the revised legal
description of the Property by the parties.
16. SURVIVAL: The covenants of this Contract will survive
delivery and recording of deed and possession of the Property.
17. ACCEPTANCE OF OFFER: SELLER reserves the right to reject
this offer. Therefore, this Contract shall not bind SELLER, DEP
or the State of Florida in any manner unless or until it is
approved and legally executed by SELLER.
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The parties have caused this Contract to be executed on the
day and year first above written.
ATTEST:
Todd B. Hannon
City Clerk
"SELLER"
BOARD OF TRUSTEES OF THE INTERNAL
IMPROVEMENT TRUST FUND OF THE STATE
OF FLORIDA
By (SEAL)
TITLE:
DIVISION OF STATE LANDS
STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION
APPROVED. AS TO FORM AND
LEGALITY
BY:
DEP ATTORNEY
CITY OF MIAMI, a Florida municipal
corporation.
By:
• . panie.t.
City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS;
Victoria Mendez
City Attorney
(OFFICIAL SEAL)
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REQUIREMENTS:
MnA-IllourR.-A54,Peleyifn
Risk Management Director
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day
of / 20 , by / as
and , as City Clerk of the City
of Miami. Such person(s) (Notary Public must check applicable box):
is/are personally known to me.
produced a current driver license(s)
produced as identification.
(NOTARY PUBLIC SEAL)
Notary Pubiic
(Printed, Typed o.r Stamped Name of
Notary Public)
Commission No
My Commission Expires:
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this day of
20 , by Division of
State Lands, Department of Environmental Protection, as agent for and on
behalf of the Board of Trustees of the Internal Improvement Trust Fund of
the State of Florida. He/She is personally known to me
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires
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EXHIBIT "A"
LEGAL DESCRIPTION OE PROPERTY
Tract "A" and Tract "B", 602 Complex, according to the plat thereof,
recorded in Plat Book 139, Page 41 of the Public Records of Dade County
(now Miami -Dade County), Florida,
et4
Date: 128,14
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