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HomeMy WebLinkAboutExhibit - Agreement SUBPe-,„ ar ca.AA 6.2 ccf AGREEMENT FOR PURCHASE AND SALE THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is 0; e and entered into this 1 tall day of 7A0 /tot 5 by and between the City of Miami, a municipal corporation of the State of Florida, with offices at 444 SW rd Avenue, Miami, Florida 33130- 1910 (the "Seller"), and Town c ountry Investments. LLC., whose mailing address is 22UiW 30th Terrace, Miami,FL 33122 (the "Purchaser"). The Purchaser and Seller are hereinafter jointly referred to as the "Parties," and individually as "Party." The Parties hereby agree that Seller shall sell and Purchaser shall buy the following property upon the following terms and conditions: DESCRIPTION OF PROPERTY A. Legal Description: See Exhibit "A" attaohed Containing A2J square feet, more or less. B. Folio Number: 3-028-042.0 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay and the Seller agrees to accept the sum of Six Thousand Ekii.g. Hundred Dollars ($6,500.00), (the 'Purchase Price"), This Purchase Price presumes that the Property contains 3.498 square feet. In the event the survey to be obtained by Purchaser at Purchaser's discretion reveals that the square footage is more than 3 498 square feet, the Purchase Price shall be adjusted to reflect an increase based on $1.86 per square foot. In the event the square footage is less than 3,498 square feet, then the Purchase Price shall not be affected, The Purehase Price, as it may be adjusted, will be payable as follows: (a) Deposit Within five (5) days of the Effective Date as defined herein, the Purchaser shall pay to the City of Miami an amount equal to Six Hundred Fifty Dollars ($65Q.00) as a deposit ("Deposit"). At Closing, the Deposit shall be credited against the Purchase Price, The Deposit is non-refundable except in the event Purchaser terminates this Agreement as provided herein, (b) Closing Payment: At Closing, the Deposit, plus the balance of the Purchase Price adjusted by adjustments, credits, prorations, or as otherwise provided in this Page 1 of 22 0 t)-3 Agreement, shall be paid by the Purchaser to the Seller in the form f hiees check, certified check, official bank check or wire transfer. EXEMPTION FROM BIDDING REQUIRE 1 NTS Section 29-B(f) of the City of Miami Charter exempts from competitive bidding the disposition of "non -waterfront property to the owner of an adjacent property when the subject property is 7,500 square feet or less or the subject non -waterfront property is non -buildable". Purchaser is the owner of the land adjacent to the Property. The Property is less than 7,500 square feet. Accordingly, the sale of the Property to the Purchaser is exempt from the competitive bidding requirements of Section 29-B of the City of Miami Charter and consequently the assignment of this Agreement by Purchaser is prohibited. The Charter also provides an exemption from the competitive bidding requirements and return of fair market value when disposing of City -owned property acquired in connection with delinquent taxes. 4. ENVIRON 1 NTAL 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,); (e) 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 e 2 of 22 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, anibient air, surface water, groundwater, land or soil). B. Di.sclairner As To Environmental Matters The Property is being sold in "AS IS" condition. 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, °oncoming 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, minerals, 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, soil or water quality, 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 Material s. 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, if any, 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 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, if any, 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, agency, or entity. Page of of 22 INSPECTIONS A. Inspection Period Purchaser, its employees, agents, consultants and contractors shall have a period of thirty (30) days from the Effective Date (the "Inspection Period") in which to undertake at Purchaser's expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, peroolation, 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 "Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. For the purpose of conducting the Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, right of entry upon the Property during the Inspection Period 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 damage or destruction of any nature whatsoever to, or interruption or interference with the right of Seller or others to use, the Property. B. Inspection Indemnity, nsurance and Releases Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Seller granting a right of entry for the Inspection, the Purchaser hereby specifically agrees to: (i) immediately pay or cause to be removed any liens or encumbrances filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the Inspection; (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, officials, 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, 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 and hold harmless shall survive the Closing or the termination of this Agreement, Page 4 of 22 Prior to Purchaser entering upon the Property for purposes of commencement of the Inspection, Purchaser shall furnish to Seller the policy or policies of insurance or certificates of insurance in such a form and in such reasonable amounts approved by the City of Miami's Risk Management Administrator protecting the City, during the course ofsuch testing, against all claims for personal injury and property damage arising out of or related to the activities unde en 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 Inspection. Purchaser hereby voluntarily, intentionally and knowingly 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 Inspection and releases the Seller from any claims in connection therewith. 6. TERMINATION A. Bjght QfTemlination Purchaser shall have the right to cancel the Agreement at any time during the Inspection Period, for any reason, except for title defects, which is governed by Section 5 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 Purchaser under this Section or Section 5 below, the Seller shall, within five (5) days of the date of termination, return to the Purchaser the Deposit, except to the extent necessary to perform Purchaser's obligations contained in this Agreement, or to secure performance of other obligations of Purchaser that survive the termination of this Agreement. B. 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 voluntarily, knowingly and intentionally 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, Page S of 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, under or affecting the Property. Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement, 7. TITLE EVIDENCE 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 within seven (7) days of the Purchaser's receipt thereof. Purchaser shall have a period of thirty (30) days from the Effective Date to examine title and notify Seller, in writing, of any condition which renders the title unmarketable. Seller shall have no obligation to cure title defects, it being understood and agreed that the Property is being sold in "AS IS" condition. In the event that title examination reveals a condition that renders title unmarketable, Purchaser may: (i) elect to accept such title that Seller may be able to convey; or (ii) terminate this Agreement. Purchaser shall have no other recourse in this regard. This Property is being sold in "AS IS" condition as to title, without any representations and/or warranties made by Seller. S. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE A. 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 ofthe immediately preceding, and in addition to the specific disclaimers set forth in Section 4 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: 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; e 6 of22 Purchaser acknowledges that with respect to the Property, Seller has not, will not and does not make any warranties, whether express or implied, of merchantability, habitability or finless for a particular use or suitability of the Property for any and all activities and uses which Purchaser may conduct thereon; iii. 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 matter, developer impact fees or assessments, zoning or development of regional impact laws, rules, regulations, orders or requirements; iv. Purchaser acknowledges that Purchaser has made and/or has been 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 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; v. 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 n given by or made by or on behalf of Seller; vi. Purchaser acknowledges that Seller has not made, will not make and does not make any warranties or representations, whether express or implied, as to any personalty on the Property, and specifically disclaims the warranty of merchantability. Personal property, if any, is conveyed "AS IS" and "with all faults." B. The provisions of this Section shall survive the dosing. RESTRICTIONS, EASEMENTS AND LIMITATIONS The Purchaser further agrees it shall take title subject, but not limited to the following restrictive covenants that run with the land: No advertising of any kind can be displayed on the Property. The Property is to remain with the zoned residential, at the discretion of the City or City Commission. The covenants are more particularly described in the attached Exhibit "B." The Purchaser shall forever comply with any and all zoning, planning, restrictions, prohibitions, and other requirements imposed by governmental authorities, to include the Seller; restrictions and matters appearing on the public records, including but not limited to all recorded (and unrecorded easements) and any matters that would be disclosed on a survey of the property or inquiry with the City of Miami. Purchaser further agrees not to place nor will be allowed to place, on any portion of the Page 7 of 22 property, any billboard that will be in the public view. These restrictions shall be a covenant running with the land which will appear in the deed to the Property and will survive the closing of the purchase and sale, as well as any conveyance, assignment, or transfer with respect to this Property, the Purchaser's heirs, representatives, agents, or assigns. The Purchaser further agrees it shall take title subject to: zoning, planning, restrictions, prohibitions, and other requirements imposed by governmental authorities; restrictions and matters appearing on the public records, including but not limited to, deed restrictions and reversionary interests, all recorded (and unrecorded easements), and any matters that would be disclosed on a survey of the property or inquiry with the City of1VIiami, If any provision, restriction, and/or covenant contained herein is violated by Purchaser, title and any other property interest conveyed herein shall revert and return to the Seller. The Seller shall convey title to the Property by City Deed (which shall be a quit claim deed), subject to certain deed restrictions pertaining to the use of this Property imposed in accordance with applicable requirements, if any, of the City Charter and Code, the City Commission, and any further restrictions as contained herein, 10. CLOSING DATE Closing shall take place wi • twenty (25) days after the expiration date of the Inspection Period, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Public Facilities located at 444 SW 2 Avenue, Suite 325, Miami, Florida. The parties may, subject to mutual agreement, establish an earlier date for Closing. it CLOSING DOCUMENTS A. At Closing, Seller shall execute and/or deliver to Purchaser the following Quitclaim Deed subject to zoning, planning, restrictions, prohibitions, easements and other matters or limitations of • rd; 11. A Closing Statement A Non -Foreign Affidavit; iv. Such documents as are necessary in the opinion of the City to fully authorize the sale of the Property by Seller; and v. Any other documents reasonably necessary to consummate the .• action contemplated hereby. Purchaser's Closing Documents: At Closin, deliver to Seller the following: Page 8 of 22 Purch er shall execute and/or 1. Closing Statement; and Such documents as are necessary to fully authorize the purchase of the Property by Purchaser; and iii. Any other documents - sonably neccssaiy to consummate the transaction contemplated hereby. 12. CLOSING COSTS ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated or assuined by or between. Seller and Purchaser as follows: A. Adjustments and Prorations i. Real Estate Taxes: The Seller warrants that as ofthe date of this Agreement the Property is exempt from taxes. No representation whatsoever is I as to taxes assessed on the property after closing. ii,certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Purchaser, Pending liens as of the Closing Date shall be assumed by Purchaser. Other Charges, Expenses, Interest, Etc: Other fees, assessments, water and sewer charges, waste fee and fire protection/life safety, utility connection charges, if applicable, shall be prorated, and paid by Purchaser. iv, 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 shall be prorated at closing. All pro -rations shall utilize the 365-day method, and paid by Purchaser. B. Closing Costs i. Each party shall be responsible for its costs and attorney's fees relating to this Agreement and the Closing. ii. Purchaser shall pay all closing and r ording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: documentary stamps tax and surtax; all recording charges and/or filing fccs payable in connection with the transfer of the Property hereunder; all amounts necessary to provide Seller with a certified copy of the recorded deed, Page 9 of 22 13, DEFAULT (a) If this transaction does not close as a result of default by Seller, Purchaser as and for its sole and exclusive remedy, shall have the right to: (i) terminate this Agreement; or (ii) 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 have the right to terminate this Agreement. Upon such termination, the Seller shall be entitled to the Deposit including all interest earned, as liquidated damages and not as a penalty or forfeiture, actual damages being difficult or impossible to tn4,4 ure, and the parties hereto shall be relieved of all further obligation and liability hereunder, provided, however, that nothing contained in this Section shall limit Seller's rights to enforce Purchaser's obligations that survive the termination of this Agreement, including, specifically, Section 4.D. of this Agreement 14. COVENANT TO MY FOR MUNICIPAL SERVICES The Purchaser agrees that concurrently with the conveyance of the Property, at Closing, the Purchaser shall furnish a covenant which will run with the land and shall be binding on the Purchaser, its successors, heirs and assignees, in favor of the Seller and enforceable by Seller, to be recorded in the public records of Miami -Dade County. This covenant shall provide 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. The covenant shall be in a form acceptable to the City Manager and approved as to legal form by the City Attorney. 15. RISK OF LOSS The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty, or acts of God, as of the Effective Date. 16. 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 Page 0 of 22 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, title to the Property, condition of the Property, personal injury, wrongful death, or property damage arising from use or occupancy of the Property, failure to comply with any laws, rules or regulations involving sale or use of the Property, or any other matter affecting the Property, or any portion thereof This release and indemnification shall survive closing, ; cellation or lapse of this Agreement, i 7. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication betw n 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 Sell r: City of Miami Daniel Rotenberg, Director Department of Real Estate & Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Telephone: (305) 416-1450 Fax: (305) 416-2156 NOTICES On behalf of Purchaser: Town & Country Jnvestments. LLC. Jason Lopez, Manager 8224 NW 30th Terrace Miami, FL 33122 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. Other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service to the addresses indicated below: Page 11 of 22 Seller: Purchaser: City of Miami Daniel J. Alfonso Town & Country Investments, City Manager r. Jason ,Lopez, Manager 8224 NW 30th Terrace 444 SW 2 Avenue, 10th Floor Miami, FL 33130 Copy To: Daniel Rotenberg Director Department of Real Estate & Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2 Avenue, 9th Floor Miami, FL 33130 Miatni, El,„33 122 Copy To: George M Lucas, P.A. Titlecogbellsouth.net Silverbosslady@bellsouth.net 1 . CAPTIONS AND HEADINGS 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. BINDING EFFECT This Agreement shall bind and inure to the benefit of the parties hereto and their succes in interest. 21. GOVERNING LAW; VENUE This Agreement shall be governed according to the laws of the State of Florida and venue in any proceedings shall be in Miami -Dade County, Florida. Page 12 of 22 22. COUNTERPARTS This Agreement may be executed in one or more counterparts, - h of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. 23. 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, SURVIVAL OF REPRESENTATIONS/WARRANTIES All relevant terms of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 25. 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. 246. WAIVER OF TRIAL BY JURY; ATTORNEY'S FEES The parties hereby lmowingly, voluntarily and intentionally waive any right they may have to a trial by jury and/or to file permissive counterclaims and/or to claim attorney fees from the other parties 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 oral or written) or actions of any party hereto. This provision is a material inducement for Purchaser and Seller entering into this Agreement. 27. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties. There are no promises, agreements, und kings, warranties or representations, oral or written, express or implied, between the parties other than a,s 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 by the Purchaser. Page 13 of 22 TIME IS 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. 29. CONFLICT OF INTEREST If any individual member, or an employee, or an immediate family member of the Purchaser is also a member of any board, commission, or agency of the City, that individual is subject to the conflict of interest provisions of the City Code, Section 2-611. The Code states that no City officer, official, employee or board, COMMiSSi011 or agency member, or a spouse, son, daughter, parent, brother or sister of such person, shall enter into any contract, transact any business with the City, or appear in representation of a third party before the City Commission. This prohibition may be waived in certain instances by the affirmative vote of 4/5 of the City Conunission, after a public hearing, but is otherwise strictly enforced and remains effective for two years subsequent to a person's departure from City employment or board, commission or agency membership. A letter indicating a conflict of interest for each individual to whom it applies must accompany the submission of this Purchase and Sale Agreement. The letter must contain the name of the individual who has the conflict; the relative(s), office, type of employment or other situation which may create the conflict; the board on which the individual is or has served; and the dates of service. 30. EFFECTIVE DATE/TWEE OF ACCEPTANCE The Effective Date of this Agreement shall be the date on which the last party to this Agreement executes said Agreement and Purchaser has been notified in writing of the approval. 31. NO DISCRIMINATION The Purchaser shall not lawfully discriminate in its performance of this Agreement or use of the Property. [Signatures appear on next page] Page 14 of 22 IN WITNESS iREOF, the day and y r first above written. ATTEST: Todd 11 11 on, City Clerk D APPROVED AS TO IFORM CORRECTNESS: Victoria Mendez City Attorney STATE OF FLORIDA COUNTY OF MIAMI.DADE e parties hereto have duly executed this Agreement, as of "SELLER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida By. Daniel J. A1f Date: ) ) , City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management Administrator The foregoing instrument was acknowledged before me this day of by as City Manager for the City of Miami, a municipal corporation of the State of Florida, who is [ I personally known to me or [ who produced the following identification: (NOTARY PUBLIC SEAL) Notary Public (Prbited, Typed or Stamped N ofNotaiy Public) Commission No.: My Commission Expires: Page 15 of 22 "PURC ER" Jason I.,gpez, Manager, as Town unn By: T� ,Jason Lo•ez, Manager, Purchaser Date: Witness Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMVII-D; C. jpents, LLC. The foregoing instrument was acknowledged before me this day o 0,►C by who is personally known to me or 3 who produced the foliowing identica: (NOTARY PUBLIC JULIA otary Public - Mete o1Honda y Comm. Expires Nov 28, 2018 Commission # FF 167723 hroot N 1 (Printed, or tarnpcd Nenrc of Notary Public) Commission No.: My Commission Expires: Page 16 of 22 EXHI Summary Report Page 17 o f 2= EXHIBIT "B" DECLARATION OF RESTRICTIVE DECLARATIONS THIS DECLARATION OF RESTRICTIONS ("Decl, atoll") is made this 11 day of , 2015, by Town itcountry Inyestments,I,LC., (hereinafter, "Purchaser"), in favor of the City of Miami, Florida, a municipality located within Miami -Dade County in the State of Florida ("City") (collectively, "Parties") WITNESSETH; WHEREAS, the City is owner of the property identified as Folio number; 01-3133-028- 0430, Miami, Florida, more specifically described in Exhibit "A" (Property") to the Purchase and Sale Agreement; and WHEREAS, the City desires to ensure that the zoning status and/or classification of the Property is consistent with both (1) the current and future conditions of the surrounding neighborhood and (2) any and all applicable conditions, safeguards, and measures prescribed by the City to use said lot in accordance with the City of Miami Zoning Code ("Miami 21 Code, or Code"); and REAS, Section 62-21 of the City of Miami Code provides that an owner and his or her heirs, successors, and assigns shall be bound to the terms of any executed Declarations and shall record such agreements in the public records after final acceptance by the City and the Purchaser, by executing this Declaration affirms that the Purchaser, and Purchaser's heirs, successors, and assigns will be bound by the terms of this Declaration; and WHEREAS, the Purchaser has agreed that it is both the intent of the City as well as the Purchaser to maintain the Property as zoned and classified residential, and not for any other reason, to include but not be limited to, any commercial or industrial endeavors not allowed by such residential classification(s), or any other classification inconsistent with either Miami 21 or any present or future classification given thereto by the City; and WHEREAS, Purchaser agrees that at no time it shall place, install, or cause to place or install any advertisement or commercial signage anywhere on the Property, and that it shall take any and all necessary and reasonable efforts to ensure that at no point such signage and/or advertisement is placed, installed or located on any portion of the Property; and WREREAS, Purchaser agrees that commercial activities that are not expressly allowed by the Property's Miami 21 zoning classification, to include but not be limited to the aforementioned advertising, marketing, or dissemination of any commercial message(s), shall not be allowed on the Property. If the property remains zoned for residential use, but does allow for the commercial activity of residential unit rentals (Duplex zoning), such allowable activity shall not be affected by Page 18 of 22 this covenant, nor shallshali such activity modify the restrictive covenant herein strictly prohibiting advertising and/or any commercial activity not allowed by such classification; and WHEREAS, Purchaser agrees that should any of the conditions and/or Declarations contained herein not be complied with, the City shall have the right, after reasonable written notice to Purchaser, to re-enter the Property described in the incorporated Agreement, and the Property and any and all rights associated thereto shall revert back to the City; and WHEREAS, Purchaser shall be bound by the terms of this Declaration, and shall, after final acceptance by the City, record this Declaration in public record. NOW THEREFORE, the Purchaser, in order to assure the City that the representations de to them will be adhered to by said Purchaser, their successors or assigns, freely, voluntarily and without duress, makes the following Declarations covering and running with the Property: 1. Recitals. The foregoing recitals are true and correct and incorporated herein by reference. 2. That Purchaser will not convey or cause to be conveyed the title to the above property without requiring the successor in title to abide by all terms, conditions, and Declarations set forth herein. 3. That this Declaration is intended to be, and shall constitute, a restrictive Declaration concerning the use, enjoyment, and title to the above property and shall constitute a Declaration running with the land, binding upon Purchaser, his/her/their successors and assigns and may only be released by the City, or its successor, in accordance with the ordinance of said City then in effect. 4. That Purchaser agrees to indeirmify, defend, and hold harmless the City, its commissioners, officers, attorneys, consultants, agents, and employees from and ainst all claims, damages losses, and expenses, direct, indirect, or consequential (including but not limited to fees and charges of attorneys and other professionals and court and arbitration costs) arising (:)it of or resulting, in whole or in part, from his execution of this Declaration, or from any claim or allegation related to his capacity and authority to execute this Declaration. Moreover, Purchaser agrees that nothing in this Indemnification provision shall be considered to increase or otherwise waive any limits of liability or to waive any immunity, established by Florida Statutes, case law, or any other source of law afforded to the City. 5. Declaration Against Modifications to the property. Purchaser hereby declares that any modifications to the Property shall be in accordance with any applicable restrictions proffered by Page 19 of 22 the Miami 21 Code, and the terms, conditions, and Declarations made herein, In the event that the Miami 21 Code is amended to permit modifications to the Property counter to the Declarations contained herein, the Purchaser agrees that the Declarations shall remain effective until solely and affirmatively released by the City, and in such event, the affirmative release shall not be unreasonably withheld, 6. Effective Date. This instrument shall constitute a Declaration running with the title to the Property and be binding upon Purchaser, its successors and assigns upon recordation in the Public Records of Miami -Dade County, Florida, These restrictions shall be for the benefit of, and a limitation upon, all present and future owners of the Property and for the public welfare. 7. Therm of Declaration. This Declaration on the part of the Purchaser shall remain in full force and effect and shall be binding upon the owner of the Property, its successors in interest and assigns in perpetuity, or until solely and affirmatively rel ed by the City, or it's successors, in accordance with any and all applicable laws, 8. Inspection and Enforcement. It is understood and agreed that any official inspector of the City may have the right at any time during normal working hours to enter upon the Property for the purpose of investigating the use of the Property, and for determining whether the conditions of this Declaration and the requirements of City building and zoning regulations are being complied with. An action to enforce the terms and conditions of this Declaration may be brought by the City, by action at law or in equity, to either restrain such violations or recover damages, against any party (or person) violating, or attempting to violate, any Declarations of this Declaration or provisions of any applicable building and zoning regulations in effect at present or future. This enforcement provision shall be in addition to any other remedies available at law, 9, Amendment and Modification. This instrument may be modified, ended, or released as to any portion of the Property by a written instrument executed by the owner(s) of the title to the Property to be effected by such amendment, modification, or release, and the City with the approval by the City Commission at a noticed public hearing, which public hearing shall be applied for by, and be at the expense of the Purchaser. Any modification, amendment, or release of this Declaration will be subject to the approval as to legal form by the City Attorney. 10. $everability. Invalidation of any one of these Declarations by judgment of Court shall not affect any of the other provisions of this Declaration, which shall re : in in full force and effect and run with the land. 11. Recording. This Declaration shall be filed of record among the Public Records of Miami -Dade County, Florida, at the cost of the Purchaser. The Purchaser shall submit a recorded copy to the Zoning Administrator at 444 SW 2nd Avenue, 4th Floor, Miami, F1,, 33130-1910 within thirty (30) days of recordation. Page 20 of 22 [Signatures appear on ° °' page] Page 21 of 22 IN WITNESS WIIEREOF, Purchaser has set his hand and seal effective of the date first above written. WITNE SE : Print Na Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Florida Corporatio ership/LLC/Individual By: Name: Title: The foregoing instrument was executed, acknowledged and delivered before me this // day of 4/A7" , 20/4r , by „Ft A) horee as 6it ,t/A e..e of itpidA14 4/10".4e, (a Florida Corporation/Partnership/LLC/individual, on behalf of the company. He/She is personally known to me or has produced Ait.s/4644 Areas identifT Name: 1 t. (Official Seal) JULIA LLAMADO Notery Public -Stale of Florida My Comm, Expires Nov 26, 2016 l Assn, Commission # FF 187723 d through Nauona Notary Public, State ofFlorida My Commission Number: My Commission Expires: Page 22 of. IN WITNESS WHEREOF, Purchaser has set his hand and seal effective ofthe date first above mitten, 4 WITNESSES; Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Florida Corporation/Partnership/LLC/Individual By: Name: Title: The foregoing instrument was executed, acknowledged and delivered before me this er day of Aa4'(7,74- 20 /s-, by ci44o if4,6,7—, as '4 ege-4.. of 1,110 •ad a Florida Corporation/Partnership/LLC/Individual, on behalf of the cornShe k onally known to me or has produced identif -•6 Expire Nov 26. 2018 tsslan # FF 167723 tiona Notary Assn. (Official Seal) Notary Public, State of Florida My Commission Number: My Commission Expires: TOWN COUNTRY Y INVESTMENTS, LLC City cf Miari Rem tc be Paid - Des iptio Deposit Puurchas Lot , Foii Nc.0`1 3133 028-0430 PAY Tr) THE ORDER OF: TOWN& COUNTRY INVESTMENTS, LLC 8224 NW 3OTH TER MIAMI, FL 33122.1914 Six Hundred Fifty and 00 City of 1Vilami 444 SW 2ndAvenue WAND, FL, 33130 Ci :ck Nt. ber Check Date: Check Amount: Discount Taker EL LB FARGO BANK, N.A, rw+w,welt$fMr9a.com 000050 2 gills 0 6 3 0 7 S 3t 2000O 3 200 5029 Aug 17, 2015 5650..00 Amount Paid 5029 5029 AGREEMENT FOR PURCHASE AND SALE; THIS PURCHASE AND SALE AGREEMENT, (the "Agreement) is made and entered into this. day of by and beNieen. the City of Miami, a municipal corporation of the State of Florida, with offices 9if 444 SW 2nd Avenue, Miami,. Florida 331.30-1910 (the "Seller"), and Town & Country InVestments,. LLC,, whose mailing address is 8224 NW 30.th Terrace, Miami, FL 33122 (the "Srehaser"). The Purchaser and Seller are hereinafter jointly referred to as the "Parties," and 4idividually as "Party," The Parties. hereby:agree that Seilershall_.selt ai.1.(17:PurchaserL.shall .b ify:the_f011ow.ing-.1property_upon the following terms and conditions: L DESCRIPTION OF PROPERTY A. ,Le..41 Description.: See Exhibit "A" attached Containing .3,498 square feet, mor or less. Folio Number: 01-3133-028-0430 2. PURCHASE PRICE AND PA MENT The Purchaser agrees to pay an,. the Seller agrees to accept the sum of Six Thousand Five Hundred Dollars ($6,500,00) (the "P irchase Price"), This Purchase Price presumes that the Property contains 3.,498 square fee.. In the event the survey to be -.obtained by Purchaser at Purchaser's discretion reveals tha the square footage is more than. 1498 square feet, the Purchase Price shall be adjusted 6 reflect an increase based on $1,86 per square foot, In the event the square footage is less than 3,498 square feet, then the Purchase Price shall not be affected, The Purchase Price, as it may be adjusted, will be payable as follows: (a) Deposit With'n five (5) days of the Effective Date as defined herein, the L Purchaser shall pay to the City of Miami an amount equal to Three Hundred Twenty Five D. liars ($325,00)_as a deposit ("Deposit"), At Closing, the Deposit shall be credited against the Purchase Price, The Deposit is non-refundable except in the event Purchaser terminates this Agreement as provided herein, (b) Closing Payment: At Closing, the Deposit, plus the balance of the Purchase Price :adjusted by adjustments, credits, prorations, or as otherwise provided in this Page 1 of 17 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, EXEMPTION FROM BIDDING .REQUIREMENTS Section 29-B(f) of the City of Miami Charter exempts from competitive biddi g the disposition of "non -waterfront property to the owner of an adjacent property when the ubject property is 7,500 square feet or less or the subject non -waterfront property is non-bui .able". Purchaser is the owner of the land adjacent to the Property, 'The Property is less th 7„500 square feet. Accordingly,. the sale of the Property to the Purchaser is exempt •from -the competitive bidding requirements of Section 2.9-B of the City of Miami Ch rter and consequently the assignment of this Agreement by Purchaser is prohibited. The C arter also provides an exemption from the competitive bidding requirements and return of fair arket value when disposing of City -owned property acquired in connection. with delinquent taxe 4, ENVIRONMENTAL • 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 substanc" as now Or hereafter defined in the Comprehensive Environmental Response, Com ensation, and Liability Act of 1980,-as amended (42 U.S,C,, Section 9601. et, s q,) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (b -any "hazardous waste" as now or hereafter defined in the Resource Conservation ai/d Recovery Act (42 U.S,C,, Section 6901 et, seq,); (0) any 'substance regulated by t ie Toxic Substances Control Act (15 U.S.C,, Section 2601 et. Seq.); (d) gasoline, tesel fuel., or -other petroleum hydrocarbons; (e) asbestos and asbestos containing iateria1s, in any form, whether friable or non -friable; (f) polychlorinated biphenyl.s; �d (g) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as h reinafter defined; (ii.) causes or threatens to cause a nuisance on the Property or a46acent 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 Page 2 of 1.7 the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the envirorunent, 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 enviromnent (including, without limitation, ambient air, surface water, groundwater, land or soil), B. Disclaimer As To Bnvironmental Matters. The Property is being -sold in ‘:`-AS,IS!'- condition; :Purehasieracknowle-dgesmd agrees that Seller has not made, does not make and specifically negates and discla4 any representations, warranties (other than the limited warranty of title as set ou,Ffi the Quitclaim Deed), promises, covenants, agreements or guaranties of any kind or character whatsoever, , whether express or implied, oral or written, (past, 4sent, or future) of as to, concerning or with respect to environmental matters with eference to the Property, including, but not "hinted to: (a) the value, nature, quality oy condition of the Property, including, without limitation, the water, minerals, soil anfl. geology, (b) the compliance of or by the Property, or its operation with any/Environmental Requirements, (c) any representations regarding .compliance with atly environmental i protection, soil or water quality, pollution or land use, zoning /or development of regional impact laws, rules, regulations, orders or requirentents, including the existence in or on the Property of .Hazardous Materials. Purchaser further acknowledges and agrees that it is beg given the opportunity to inspect the Property, and all relevant documents and re ords of the Seller as they relate. to the Property, if any, and other documents that my exist in the public records of the state, county and/or city relating to the environme tal condition of the Property as part of this Agreement and that Purchaser is not r ying upon any documents or representations- made by or on behalf of Seller, but jiat Purchaser is responsible to -conduct its own investigation of the Property. Purchaser further acknowledges and agrees th t any information provided, or to be provided with respect to the Property, if any, w obtained from a variety of sources and that Seller has not made any independen investigation or verification of such information and makes no representations as the accuracy or completeness of such information but Seller agrees that it will no intentionally withhold information and Seller will not knowingly provide any fats or misleading information., -Seller is not liable or bound in any matter by any ora:i or written statements, representations or information pertaining to the Property,or the operation thereof, furnished by any agent, employee, servant or other person, agency, or entity. Page 3 of 17 5, INSPECTION'S A. Inspection Period Purchaser, its employes, agents, consultants and .contractors shall have a period of thirty (30) days from the Effective Date (the 'Inspection Period") in which to undertake at Purchaser's expense, such physical inspections and other investigations f and concerning the Property including surveys, soil borings, percolation, enginee. ng studies, environmental tests and studies_and other tests as Purchaser cons'Aers -necessary for-Purchaserari&,hiS-Censultarita-ItO---review-and=evaluate---the-p11,'- characteristics of the Property and to- perform certain work or inspect/0ns in connection with such evaluation (the Inspection") after giving the Seller reasonable notice of twenty-f:our (24) hours prior to each test performed, For the purpose of conducting the Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, right of entry upon the Property during the Inspection IAeriod, The right of access herein granted shall be exercised and used by Purchi aser, ts employees, agents, representatives and contractors in such a manner as not to causi6 any damage or destruction of any nature whatsoever to, or interruption or interference with the right of Seller or others to use, the Property, B. Inspection Indemnity, Insurance and Releases Notwithstanding anything contained. in this Agreement to the contrary, as consideration for the Seller granting a right of entry for the Ins eetion, the Purchaser hereby specifically agrees to: (i) immediately pay or cause to e removed any lie-ns or encumbrances filed against the Property as a result of any acti ns taken by or on behalf of Purchaser in connection with the Inspection; (ii) immedia ely repair -and restore the Property to its condition existing immediately prior to the spection. Period; and (iii) indemnify, defend and hold harmless Seller, its emplo ees, officials, officers and agents, from and. against all clainas, damages or losses incurred to the Property, or anyone on the Property as a result of the _actions ta.kel by the Purchaser, any of its employees, agents, representatives or contractors, or anyone directly or indirectly employed by any ofthem or anyone for whose acts tl6y ma$Y. be liable, with respect to the Inspection, regardless of whether or not such laim, demand, cause of action, damage, liability, loss or expense is caused. in par/by Seller, its employees, officers and agents, provided, however, Purchaser shall no be liable for the gross negligence or intentional misconduct of Seller, its employ -es, 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 and. hold harmless shall survive... the Closing or the termination of this A.greement. Page 4 of 17 Prior to Purchaser entering upon the Property for purposes of commencement of the Inspection, Purchaser shall furnish to Seller the policy or policies of insurance or certificates of insurance in such a form and in such reasonable amounts approved by the City of Miami's Risk Management Administrator 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. Ply any_ of. them. ,or _any_one for==whose= acts=,they_ _rn y be =_lial7le upon -the _Property -oi:=in_ connection with the Inspection., Purchaser hereby voluntarily, intentionally and knowingly waives any Vinci 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 Inspection and releases the Seller from any claims in connection therewith, Ga TERMINATION A, Right_ of Termination Purchaser shall have the right to cancel the Agreement at ar(iy time during the Inspection Period, for any .rea.son, except for title defects, w$ ich is governed by Section 5 hereof, by giving Seller written notice of its intent;o cannel prior to the expiration of the Inspection Period, In the event of termination by Purchaser under this Section or Section 5 below, the Seller shall, within fiv(5) days of the date of termination, return to the Purchaser the Deposit, except tb the extent necessary to perform Purchaser's obligations contained in this Agreemeif, or to secure performance of other obligations of Purchaser that survive the terminaton. of this Agreement. B. Waiver and Release In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that to the maximum extet permitted by law, the sale of the Property as provided for herein is made on an 44A'S IS" condition and basis with all faults, Purchaser on behalf of itself and its/ successors and assigns thereafter voluntarily, knowingly and intentionally wares, 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, curses 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 Page 5of17 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 couiy regulation relating to Hazardous Materials in, on, under or affecting the Propety, otwithstandingiri_y_thiilg to=th.c ceratrary_Set fOrtladfreiii,,thi s -tele aSeliShal-L-Survive.the Closing or termination of this Agreement. 7. TITLE EVIDENCE Purchaser, at its sole coast 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 within seven (7) days of the Purchaser's receipt thereof, Purchaser shall have a period of thirty (30) days from the .Effective Date to examine title and notify Seller, in writing, of any condition which renders the title unmarketable. Seller shall have no obligation to cure title defects, it being understood and agreed that the property is being sold in "AS IS" condition. In the event that title examination reveals a condition that renders title unmarketable, Purchaser may: (i) elect to accept such_title that Seller maype able to convey; or (ii) terminate this Agreement. Purchaser shall have no other recourse in/ this regard, This Property is being sold in "AS IS" condition as to title, without any representations and/or warranties made by Seller, / H, DISCLAIMER OF WARRANTIES AS TO PROPERTY; ",%/S IS" CONVEYANCE A, Purchaser is purchasing the Property in an "AS IS" 16ondition 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 d.isclar°rners set forth. in Section 4 of this Agreement with respect to Environrnent4 Matters, Purchaser and. Seller further acknowledge and agree that in entering into this Agreement and purchasing the Property: r` Purchaser hereby acknowledges that . eller has not made, will not and cioes not make any warranties or iepresentations, whether express or irnptied, with respect to the Property/its condition, the value, profitability, or marketability thereof; Page 6 of 17 ii, Purchaser 'ack:rowledges that with. respect to the Property, Seller has not, will not and. does 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; iii. 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 matter, developer impact fees or - assessments, -zoning or -development -of-regional impact laws, rules, regulations, orders or requirements; • Purchaser acknowledges that Purchaser has made and/or has been 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 th.e appurtenances thereto. Such inquiries and investigations of Purchaser 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; v. Purchaser acknowledges that Purchaser has not relied, and is net 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; vi. Purchaser acknowledges that Seller has not matte, will not: make and does not make any warranties or representations, whether express or implied, as to any personalty on the Property, and specifically disu'laims the warranty of merchantability. Personal property, if any, is conveyed "AS IS"- and. "with all faults," B. The provisions of this Section shall survive the closing/ 9, RESTRICTIONS, EASEMENTS AND LIMITATIONS The Purchaser further agrees it shall take title subject to: (fining, planning, restrictions, prohibitions, and other requirements imposed by govern a.en.tal authorities; restrictions and matters appearing on th.e public records, including bu%not limited to, deed restrictions and reversionary interests, all recorded (and unrecorded/easements), and any matters that would be disclosed on a survey of the property or _,'inquiry with the City of Miami, Purchaser further agrees not to place nor will be alio/Wed to place, on any portion of the property, any billboard that will be in the public' view, This restriction shall be a covenant running with the land. which will appear;' in th.e deed to the Property and will survive the closing of the purchase and sale, If any provision, restriction, and/or covenant Page 7 of 1.7 contained herein is violated by Purchaser, title and any other property interest conveyed herein shall revert and return to the Seller, The Seller shall convey title to the Property by City Deed (which shall be a quit claim deed), subject to certain. deed restrictions pertaining to the use of this Property imposed in accordance with applicable requirements, if any, of the City Charter and Code, the City Commission, and any further restrictions as contained herein. 10. CLOSING DATE Closing shall take place within twenty (25) days after the expiration elate of the Inspection Period, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Public Facilities located at 444 SW 2 Avenue, Suite 325, Miami., Florida, The parties may, subject to mutual agreement, establish an earlier date for Closing, J, 1.1. CLOSING DOCUMENTS A, At Closing, Seller shall execute and/or deliver to Purchaser the fbl.lgwing: Quitclaim Deed subject to zoning, planning, restrictions, prohibitions, easements and other matters or limitations of record;. ii, A Closing Statement; A. Non -Foreign Affidavit; iv. Such documents as are necessary in the opinion o. the City to fully authorize the sale of the Property by Seller; and v, Any other documents reasonably necessary to con:stl4inmate the transaction contemplated hereby. B. Purchasers Closing Documents: At Closing, Purchaser shall execute and/or deliver to Seller the following: Closing Statement; and. Such d.oeuments as are n.eeessary to fully aut orize the purchase of the Property by Purchaser; and iii, Any other documents reasonably necessa y to consummate the transaction contemplated hereby. J 12. CLOSING COSTS AND ADJUSTMENTS At Closing, the following items shall be borne, adjusted, prorated. or assumed by or between Seiler and Purchaser as follows: Page 8 of 17 A. Adjustments and Prorations Real Estate Taxes: The Seller warrants that as of the date of this Agreement the Property is exempt from taxes, No representation whatsoever is made as to taxes assessed on the property after closing, Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Purchaser, Pending liens as of the Closing Date shall be assumed by Purchaser, iii Other Charge-8,7Eenses Interest,, Etc: Oth-erfee-sT assessments, 'water — and sewer charges, waste fee and fire protectionllife safety, utlity connection charges; if applicable, shall be prorated, and paid by Purchr, ser. iv, Usual and Customary: Such other items that are usually and eastonlarily pro -rated between purchasers and sellers of properties in the area where the Property is located shall be prorated at closing. All pro -ratio .s. shall utilize the 365-day method, and paid by Purchaser, B. Closing Costs Each party shall be responsible for its costs and attorney's f es relating to this Agreement and the Closing. i Purchaser shall pay all closing. and recording costs incurr d in connection with the sale and purchase of the Property described i this Agreement, including, but not limited to: (1) documentary stamps tax and surtax; (2) all recording charges and/or filing fees payab' e in connection with the transfer of the Property hereunder; (3) all amounts necessary to provide Seller wii a certified copy of the recorded deed. 13, DEFAULT (a) If this transaetion does not close as a result of defa}lt by Seller, Purchaser as and for its sole and exclusive remedy, shall have tIlie right to: (i) terminate this Agreement; or (ii) 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 a reduction in the Purchase Price and without any further claim against Seller, (b) If this transaction does not close as a result f default by Purchaser, Seller, as and for its sole and exclusive remedy, shall hav the right to terminate this Agreement. Page 9 of 17 Upon such termination, the Seller shall be entitled to the Deposit including all interest earned, as liquidated damages and not as a penalty or forfeiture, actual damages being difficult or impossible to measure, and the parties hereto shall be relieved of all further obligation and liability hereunder; provided, however, that nothing contained in this Section shall limit Seller's rights to enforce Purchaser's obligations that survive the termination of this Agreement, including, specifically, Section 4,D. of this Agreement, 14, COVENAN -- .O PAY -FOR -MUNICIPAL SERVICES The Purchaser agrees that concurrently with the conveyance of the Property, at Closing, the Purchaser shall furnish a covenant which will run with the land and shall be binding on. the Purchaser, its successors, heirs and assignees, in favor of the Seller and. enforceable by Seller, to be recorded in the public records of Miami -Dade County. This covenant shall provide 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 CitJ of Miami, provides municipal services to the Property the owner of the property shall p0 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, The covenant shall be in. a form acceptable to thePity Manager and approved as to legal form by the City Attorney. /1 15. RISK OF LOSS The Purchaser assumes all risk of loss or damage to the Property byfire or other g p y / asualty, or acts of God, as of the Effective Date, 16. RELEASE AND INDEMNIFICATION Purchaser and anyone claiming by, through or under Purchaser her by fully and irrevocably release Seller, its employees, officers, directors, represexi atives, agents, successors' and assigns (collectively the Seller) from any and a.].1 claims hat it may now have or hereafter acquire against the Seller for any cost, loss, liability, amage, expense, demand., action or cause of action arising from or related. to any defect , errors, omissions or other conditions, including, but not limited to, environmental atters, title to the Property, condition of the Property, personal injury, wron,gfui deatlor property damage arising from use or occupancy of the Property, failure to comply ith any laws, rules or regulations involving sale or use of the Property, or any oth r matter affecting the Property, or any portion thereof. This release and indemnificati, n shall survive closing, cancellation or lapse of this Agreement. Page 10 of 17 17, 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 Daniel Rotenberg, Director Department of Real Estate & Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Telephone: (305) 416-1450 Fax: (305) 416• 2156 18, NOTICES On behalf of Purchaser: Town & Country Investments, LLC, Jason Lopez, Manages__ 8224 NW 30th Terrace Miami, FL 33122. All notices or other communications which may be given pursuant to this Agree ent shall be in writing and shall be deemed properly served. if delivered by personal serye 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 c rtified mall, on the fifth day after being posted or the date of actual receipt, whichever i earlier, Other communications which may be given pursuant to this Agreement sl 11 be in writing and shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service to the addresses indicated below: Seller: City of Miami Daniel J. Alfonso City Manager 444 SW 2 Avenue, 10th Floor Miami, FL 33130 Purchaser: Town & Country I LLC, Jason Lo. 8224 NW 30th ' Miami FL 33 ez vestments, Ma . ag er errace 22 Page 11 of 17 Copy To: Copy To: Daniel Rotenberg Director. Department of R.eal Estate & Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2 Avenue, 9rl' Floor Miami, FL 331.30 19, CAPTIONS AND HEADINGS r 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 interpreti g this. Agreement. 20. BINDING EFFECT This Agreement shall bind and inure to the benefit of the parties here t© and their successors in interest. 21, GOVERNING LAW; VENUE This Agreement shall be governed according to the laws of the State of F arida and venue in any proceedings shall. be in Miami -Dade County, Florida. 22. COUNTERPARTS This Agreement may be executed in one or more counterparts, e.ch of which shall be deemed to be an original but all of which shall constitute one and he name Agreement. 23, WAIVERS No waiver by either party of any failure or refusal to comply ith its obligations shall be deemed a waiver of any other or subsequent failure or refu al. to comply. All remedies, rights, undertaking, obligations and agreement contained l}erein shall be cumulative and not mutually exclusive. Page 12 of 17 24, SURVIVAL OF REPRESENTATIONS/WARRANTIES All relevant terms of this Agreement shall survive the Closing .and be enforceable by the respective parties until such time as extinguished by law. 25, 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 Agre mont_shalLb,e construed as if said provision had been incorporated herein as so limited, or as if slid provision had not been included herein, as the ease may be. 246, WAIVER OF TRIAL BY JURY; ATTORNEY'S FEES I The parties hereby knowingly, voluntarily and intentionally waive any right theiy may have. to a trial by jury and/or to file permissive counterclaims and/or to claim ,attorney fees from the other parties 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 oral or written) or actions of any party hereto. This provision is`a material inducement for Purchaser and Seller entering into this Agreement. 27. 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 wilting and signed by the City Manager on behalf of the Seller and by the Purchaser., 28, TIME IS OF THE ESSENCE Time is of the essence of this .Agreement and in the perforrrra'ce 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 cl to shall be extended to the next succeeding business day. 29, CONFLICT OF INTEREST If any individual member, or an employee, or an imiiediate family member of the Purchaser is also a member of any board, commission, or agency of the -City, that individual is subject to the conflict of interest provisions/ of the City Code, Section 2.611, The Code states that no City officer, official, employee/ or board, commission or agency member., or a spouse, son, daughter, parent, brother or sister of such person, shall enter Page 13 of 17 into any contract, transact any business with the City, or appear in representation of a third. party before the City Commission, This prohibition may be waived in cer.tai.n instances by the affirmative vote of 4/.5 of the City Commission, after- a public hearing, but is otherwise strictly enforced and remains effective for two years subsequent to a person's departure from City employment or board, commission or agency membership. A letter indicating a conflict of interest for each individual to whom it applies must accompany the submission of this Purchase and Sale Agreement. The letter must contain thc_name of -the i.dzv:-idual—who_has_the_co.n:lict;-the=relative(s),-ofCie.e,__typn_off'.____ employment or other situation which. may create the conflict; the board on which t/��e individual is or has served; and the dates of service, 30. 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 and Purchaser has been notified in writing of th4 approval. 31, NO DISCRIMINATION The Purchaser shall not lawfully discriminate in its perform.a.noe of this Agreement or use of the Property. [Signatures appear on next page] Page 14 of 17 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. 7) "SELLER" Executed by CITY OF :MIAMI, a municipal corporation of the State of Florida By: Daniel J. Alfonso, Cily Manager Date: ATTEST: Todd B. Hannon, City Clerk APPROVED AS TO FORM AND CORRECTNESS: . . Victoria Mendez City Attorney STATE. OF FLORIDA COUNTY. OF MIAMI-DADE. The foregoing instrument was acknowledged by municipal corporation of the State of Florida, produced the following identification: (NOTARY PUBLIC SEAL) APPROVE]/AS TO INSURANCE REQUIRE /IENTS: Ann-M[rie Sharpe, Director Risk. /.anagement Administrator efore me this day of , as City Manager for the City of Miami, a who is [ personally known to me or [ who Notary Public (Printed, Typed or Stamped Name -of Notary Public) Commission No.: My Commission Expires:_ _ Page 15 of 17 "PURCHASER." Jason Lopez, , Manner as Town & Country Investments, LLC, By: Town & Country Investments, LLC, •••• • -----------•--------Jason-Lom,,---Purchaser Date: Witness Print Name Witness Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrurn.ent was acknowledged before me t4is day of , by , who is [1 ersonally known to me or [] who produced the following id.entification: (NOTARY PUBLIC SEAL) N ary Public (P •inted, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Page 16 of 17 'Pr ;peray Ilrrr'«.rn atiiciri, F�ti1Icr; nape 1'tklru : Malting Au(1r q,a Primary orza• '1a43>assry'Land MI5' i' nSe5'.5Ple l' klrlllu:rnrrnOoti Year LAWN Uwe, 131th1Ir4Eno Value 11 Wtra: Marirnd:'a'Ia Iwe 04,Doe,a u4d Vn lue qE-1)430 .tad+ MIN II FG.3a•t30-` EXHIBIT "A" Summary Report 1. al"4iar,;OV WEND%;: 'AGONY LAND . GOVC .f Fa1F;1aTA'L. q'L if a,neEi1:;e Iln'Furnra'Eicn r.Mtt ttt leiR Hori a tged r.e,ii Aarger _ I'1'oli}CNl'ifl; .._....... a<tr 1,4,al. all tteriMI.a ara„applIn,W, €+uarck, 0,1y. rk-eglmnatt}.. 3MI:la aer�t Rota ;ttun .,,t'..l21`iljtll�lC1.,_ _.. _ . . to all TaKaMe'v' ,W 2014 .,, ,,$1 3.. . 6,3 IWA,11 2013 , ¢ii5 —..54 P4..,%61' s. Dminlf,, w 1.012 � .. ..04,42. 2c Ural _. ... •8'hwtri:'1,4,-a1 L�atrl)pt7r3 .....h_ 0 RAPEL ND 1'i4'A?O1=v, VEI. tek3,5 PT 04I, LOT 10 EIE:,3 StE rw,; R LOT ti�.M J. ii''C 1�,1_O i".3A., I:.i%9..J'41 i N AL''7'Mk ••«'.•• •. 5GWP'T Ei..8.. DEG Ei& kt1r4 24 .SAC E 145..4I4 T TO PO Taz,.ible i'.il+aatnFonnlakrum 2014. r„k Ualrs C1rl<i • 201I3 2012 uq $4,4.2,5 P3re1 of OR C :rrt,U,..p u.afftr; atlgll G` ct(pll 1 Page 17 of 17