HomeMy WebLinkAboutExhibit - Agreement SUBAGREEMENT FOR PURCHASE AND SALE
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") is made and entered into this
V?1day ofd L-,.u"bt- 1p I - at
it,) _ by and between the City of Miami, a municip
corporation of the State of Florida, with offices at 444 SW 21111Avenue, Miam, i, Florida 33130-
1910 (the "Seller"), and Town & QgunU,1�estm�ents. LLC.. whose mailing address is 92242M
301,Tgnace. 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,
li DESCRIPTION OF PROPERTY
A, Legal Description:
Containing Jjg square feet, more or less,
& Folio Number
01-3133-028-0430
The Purchaser agrees to pay and the Seller agrees to accept the sum ofShx_T_hmqu_isia�niv
Hundred Dollars ($6.5QQ.00(the "Purchase Price"), This Purchase Price presumes that the
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Property contains _34_9_8 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 4,98 square feet, the Purchase
Price shall be adjusted to reflect an increase based on J1.8_6 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) L)eposit Wittan 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 Fift Dollars
5.00 s 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 j2avment: At Closing, the Deposit, plus the balance of the Purchase Price
adjusted by adjustments, credits, prorations, or as otherwise provided in this
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o0o
Agreement, shall be paid by the Purchaser to, the Setter in the form of cashier's
check, certified check, official bank check, or wire transfer.
I EXEMPTION FROM BIDDING REQUIREMENTS
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. 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 substance' as now or hereafter
defined in the Comprehensivenvirorunental 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 CLA; (b) any "hazardous waste" as
now or hereafter defined in the Resource Conservation and Recovery Act (42 U.&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) polychloripated 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 to "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 Miarni, or any other political subdivision, agency or
instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or
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the use of the Property, relating to pollution, the protection or regulation of burnan.
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
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, 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, 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 region, al 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, 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 pan
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 an, y 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.
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5. 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, 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 "'hispection") 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 mariner 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, JnsurancLand I(eleases
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 an, y 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 an, yone 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 mid agents, provided,
however, Purchaser shall not be liable for the gross negligence or intentioral 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
tennination of this Agreement.
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 iqJury 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 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.
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 toeancel 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, right, 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,
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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 Eriviranniental 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 411 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 wen (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 an, d 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 anyrepresentations and/or warranties made
by Seller.
& 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:
i. Purchaser hereby acknowledges that Seller has not made, will not and does
not make any warranties or representations, whether express or implied,
with respect to the Property, its condition, the value, profitability, or
marketability thereof;
mmam
m 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 fitness for a particular use or suitability of
the Property for any and all activities and uses which Purchaser may
conduct thereon;
HL 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 been 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 closing.
9.RESTRICTIDMS, 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
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 finther 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 of 'ani, 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 within 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 on, earlier date for Closing.
11, CLOSING DOCUMENTS
A. At Closing, Seller shall execute and/or deliver to Purchaser the following.
i. Quitclaim Deed subject to zoning, planning, restrictions, prohibitions,
easements and other matters or limitations of record;
R. A Closing Statement;
iii, 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 transaction
contemplated hereby.
Purebasees Closing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
Page 8 of 22
L Closing Statement; and
Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser; and
iii, Any other documents reasonably necessary to consummate- the transaction
contemplated hereby.
IZ CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be home, adjusted, prorated or assumed by or between
Seller and Purchaser as follows:
A. Adjotments and krorations
L 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.
ii. _Qe_rti ied/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. they 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
L 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 recording is incurred in connection
with the sale and purchase of the Property described in this Agreement,
including, but not limited to:
(1) documentary stamps tax and surtax;
(2) all recording charges andlor filing fees payable in connection with
the transfer of the Property hereunder;
(3) all amounts necessary to provide Seller with a certified copy of the
recorded deed.
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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 d 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 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 4.1). of this Agreement
14. COVE NANT TO 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, nin 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 "iminune" or
49exempt" 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 Ood, 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
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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, ornissions or other conditions,
including, but not limited to, environmental matters, title to the Property, condition of the
Property, personal injury, wrongfuldeath, 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, cancellation or lapse of this
Agreement,
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 beha0ves to be their
representatives, to wit:
On behalf of Seller: On behalf of Purchaser:
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
T & ntry Investments. LLC.
Lason Lopez. Manager
8224 NW 30'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& Postal Service to the addresses indicated below:
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20.
21,
Seller.
City of Miami
Daniel J. Alfonso
City Manager
444 SW 2 Avenue, 101 Floor
Miami, FL 33130
Emm
Daniel Rotenberg
Director
Department of Real Estate &
Asset Management
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Victoria M6ndez
City Attorney
444 SW 2 Avenue, 9111 Floor
Miami, FL 33130
CAPTIONS AND HEADINGS
Purchaser:
Town & CounM—Investments.
4son Lopez, Managgr
8224 NW,"th Terrace
Ki ami . ELJ a 122
To:
George M Lucas, P.A.
litlecogbollsouth.not
Silverbosslady@bellsouth.net
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,
BINDINGEFFECT
This Agreement shall bind and inure to the beneflit of theparties hereto and their successors
in interest
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. Mami-Dade County, Florida.
Page 12 of22
21 COUNTE RPARTS
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same 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,
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 Agreement shall be
construed as if said provision had been incorporated herein as so limited, or as if said
provision, bad not been included herein, as the case may be.
246. WAIVER OF TRIAL BY JURY; ATTORNEY'S FEES
The parties hereby knowingly, voluntarily and intentionally waive any right they may have
to a trial byjury 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 writing and signed by the City, Manager on
behalf of the Seller and by the Purchaser.
Page 13 of 22
2& TUYIE 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 ofthe 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 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 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
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 DAT" ll 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,
ThePurchaser 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 WHEREOF, the parties hereto have duly executed this Agreement, as of
the day and year first above written,
"SELLER"
Executed by CITY OF MIAML a municipal
corporation of the State of Florida
By-._
Daniel J. Alfonso, City Manager
Date:
Todd B. Hannon, City Clerk
Victoria M6ndez
City Attorney
STATE OF FLORIDA
COUNTY OF MIANH-DARE
Ann -Marie Sharpe, Director
Risk Management Administrator
The foregoing instTument 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 personally known to me or who
produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(PrinW, Typod or SWmped Nwne ofNotary hibbi))
Commission No.:
My Commssion Expires:_
Page 15 of 22
"PURCHASER"
son LMez,, Mina 1,r
as
xvstnn,.
By:
I un - [ v s menu LLC,
Jason Lag Mz r Purchaser
Late, J
Print Name
STATE OF FLORIDA
COUNTYOF A
The foregoing instrument was acknowledged before me this ZI day of 41 els 17-14 —1
P4 -elf
twho is 0 personally known to me or who
� byproduced the following identification: —_1
(NOTARY PUBLIC S�)\L)
�46aac«air JULIA LLAURADO t3
pug`""i Public"
"!#tory Publictts ## F#rida (prxzd� Typed
• y comm. . xpir s No � �Q� r stomped in o Notary Priblio)
Commission 161723
through Nati sn Mary Assn.Commission No,:
My Commission Expires:A4
EXH1131T ccs
OFFICE QF THE PROPERTY APPRAISER
Summary Report
newo 00 .Sq I
EXHIBIT "B"
DECLARATION QF RESTRICTIVE DECLARATIONS
THIS DECLARATION OF RESTRICTIONS ("Declaration") is made this �t day of
2015,b Town& Countrybivestments, LLC., (hereinafter, "Purchaser"),
in favor of the City of Miami, Florida, a municipality located within. Miami -Dade County in the
State of Florida ("City") (collectively, "Patties").
WITNESSETH:
WHEREAS, the City is owner of the property identified as Folio number: 01-3133-028-
Q430, Miami, Florida, more specifically described in Exhibit "N" CTroperry") 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 CMiami 21 Code, or
Code'); and
WHEREAS, 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 recd rd 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
WHE REAS, 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
WHEREAS, 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
ZE30M
this covenant, nor shalt 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
made 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. Tbe foregoing recitals are true and correct and incorporated herein by
reference,
.:Chat 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,
1 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 indemnify, defend, and hold harmless the City, its
commissioners, officers, attorneys, consultants, agents, and employees from and against 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 out of or
resulting, in whole or in art, ,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. De lavation Against Modifications to the Rjopgrty Purchaser hereby declares that any
modifications to the Property shall be in accordance with any applicable restrictions proffered by
W��
the Miami 21 Code, and the terms, conditions, and Declarations tuade 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
affirinatively released by the City, and in such event, the affirmative release shall not be
unreasonably withheld,
& ULectinDate. 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. Term of Decj_aration. 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 released 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 ofthe 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, amended, 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 an 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. Severability.. Invalidation of any one of these Declarations by judgment of Court shall
not affect any ofthe other provisions of this Declaration, which shall remain 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 ofthe Purchaser. The Purchaser shall submit a recorded
copy to the Zoning Administrator at 444 SW 2nd Avenue, 4th Floor, Miami, Ft, 33130-1910
within thirty (30) days of recordation,
W��
[Signatures appear on next page]
MUM
IN WITNESS WBEREOF, Purchaser has set his hand and seal effective of the date first
above written.
Florida CorporWon/Partnership/LLC/IridividuW
WITNESSES-*
print inn: eQ.,,,.jrc,
r
S,
Print Name:
STATE, OF'`¢ D
COUNTY OF MIAMI-DADE
By.
Name:
Title: AA,44ry &e,�L_
Thefore9p its itis treat was executed, acknowledged and delivered before me this
day, of 1P 2016', bof
as
4 a Florida Corporation/Pa rtnersliip/LLC/,Individual, on behalf of the
company, He/She is personally known to me or has produced
16eKs .4
identi at
JULIA LLAURADO
IYO* NatkxW NoWy Assn'l
1010Y PublIC -Wt# Of NOW$ Name:
MY COMM Expire's tjov 26, 2018
�g COMMISSI
oft # FF 167723
Notary Public, State of Florida
My Commission Number:
(Official Seal) My Commission Expires;
wzmt�
IN WITNESS .:fit +', Purchaser has set his anand seal effective of the date first
above written,
A LLC—a Florida Corporate oti/Pa ttnership/LLC/Inclivi dual,
WITNESSESV-
Print Name)
STATE OF FLORIDDA
By. _
Name: aLbl>j
AGREEMENT FOR PURCHASE AND SALE..
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement',')- is made and entered into
this day of by and betW'e'en the City of Miami, a
municipal corporation of the State of Florida, with offices 4-t 444. SW 2`1 Avenue, Miami,
Florida 331.301910 (the "Seller"), and Town & Country Investments, LLC,, whose mailing
address is 8224 NW 30t" Terrace, Miami, FL 33122 (the "Pfirchaser"). The Purchaser and
r
Seller are hereinafter jointly referred toas the "Parties," and' ' Zividually as "Party," The Parties,
hereby_ agree that Seller sha-11
-.sell -and, bn
-Pur.chaser- -shall- y_. the - fol.1owling --property -upon the
following terms and conditions: 7
11 DESCRIPTION OF PROPERTY
A. Leal ti®rv,
See Exhibit "A" attached
Containing 2,,_498 square feet, mor/ or less,
B, Folio Number:
-028-043
2. PURCHASE PRICE AND PA
The Purchaser agrees to pay can. the Seller agrees to accept alae sum of Six Thousand Five
Hundred _Dollars L,$6 500 00(the the "T irchase Price"), This Purchase Price presumes that the
Property contains 349�,. square fee -. In the event the survey to be obtained by Purchaser at
Purchaser's discretion reveals tha, the square footage is more than, 3,4L98 square feet, the
Purchase Price shall be adjusted reflect an increase based on n,86 per square foot, In the
event the square footage is less than 3,498 square feet, then the Purchase Price shall not be
t
affected, The Purchase Price, a,9/r may be adjusted, will be payable as follows:
((a) Deposit: With 'In five (5) days of the Effective Date as defined herein, the
Purchaser shall pay to the City of Miami an amount equal to Three Hundred
TwentyFive D. Ilars ($325,LLas 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) QLosti
1R,Payment: At Closing, the Deposit, plus the balance of the Purchase Price
adjusted by adjustments, credits, prorations, or as otherwise provided in this
Page I 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 object
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 1_7,.500
_6 --
square feet. Accordingly,'- t11e--s--,a-l-e---0—JF- the -Pr-0—p—c- ser s exempt , r th
e
competitive bidding requirements of Section 29-B of the City of Miami Chi 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.i,
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 substano " 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. Recovery Act (42 U,S,C.,
Section 6901 et, seq.); (c) any substance regulated by t c Toxic Substances Control
Act (15 U,S,C,, Section. 2601 et. Seq.); (d) gasoline,'esel fuel, or other petroleum
hydrocarbons; (e) asbestos and asbestos containing
aterials, in any form, whether
friable or non -friable; (f) polychlorinated biphenyls; /id (g) any additional substances
or material which: (i) is now or hereafter classified or considered to be hazardous or
toxic under Environmental Requirements as 11 rcinafter defined; (ii.) causes or
threatens to cause a nuisance on the Property or a acent 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 "Environi-nental 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 environment, or the emission, discharge, release or
threatened release of pollutants, contaminants, chemicals, or industrial, toxic or
hazardous substances or waste or Flazardous Materials into the environment
(including, without limitation, ambient air, surface water, groundwater, land or soil),
B. Disclaimer As To Envirorunental Matters.
The, Property i...s- be' g sold i -n.- "A--S---W`-oondltlo--n.-. -.-Promr-§aoi
agrees that Seller has not made, does not make and specifically negates and d-iscla"141-
any representations, warranties (other than the limited, warranty of title as set, out 7the
uitchlim Deed), promises, covenants, agreements or guaranties of any hind or
character whatsoever, whether express or implied, oral or written, (past, esent, or
.future) of, as to, concerning or with respect to environnacnt( al matters with eference to
the Property, including, but not limited to: (a) the value, nature, quality o 1 condition of
the Property, including, without limitation, the water, minerals, soil aqd 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 requiren$nts, including the
existence in or on the Property of Mazardous Materials.
Purchaser further acIa-iowledges and agrees that it is bei' g 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 m 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 at Purchaser is responsible to
conduct its own investigation of the Property.
Purchaser ftirther acknowledges and agrees th 1: any information provided, or to be
provided with respect to the Property, if any, obtained from a variety of sources
and that Seller has not made any independen investigation or verification of such
information and malces no representations as the accuracy or completeness of such
in -formation but Seller agrees that it will no intentionally withhold. itiformation and
Seller will not knowingly provide any fids/or misleading information. Seller is not
liable or bound in any matter by any o4. 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
S. INSPECTIONS
A. Inswetion 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 f
I ic 11,
and concerning the Property including surveys, soil borings, percolation, engince. D.,g
studies, environmental tests and studies and other tests as Purchaser coins cers
sisal cal
a ser _to� ev- -atb--'t S1
necessary -for=-P-tircl a --and -review and l°Nate --he -pl
characteristics of the Property and to perform certain work or inspect ions in
connection with such evaluation (the "Inspection") after giving the Seller re/1ZSonablo
notice of twenty -4 -bur (24) hours prior to each test performed, For the purpose of
conducting the Inspection, Seller hereby grants to Purchaser and Its consltl 'Itants 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, t employees,
agents, representatives and contractors in such a manner as not to caus.,6 any damage
I
or destruction of any nature whatsoever to, or interruption or interference with the,
right of Seller or others to use, the Property, X
B. Laapectidon Indemnit ,Insurance and l�cleases
—
Notwithstanding anything contained, in this Agreement to the contrary, as
consideration for the Seller granting a right of entry for the Insection, the Purchaser
hereby specifically agrees to: (i) immediately pay or cause to e removed any liens or
encumbrances filed against the Property as a result ofany acti ns taken by or on behalf
of Purchaser in connection with the Inspection; (H) immedi.a 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 ces, officials, officers and
losses
ce
agents, from and, against all claims, damages or losses motirred to the Property, or
y
anyone on the Property as a result of the actions taken by the Purchaser, any of its
all
employees, agents, representatives or contractors, or anyone directly or indirectly
v in
employed by any of them or anyone for whose acts t , Y may be liable, with respect to
the Inspection, regardless of whether or not such Zaim, 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 employies, officers and agents. Nothing
herein shall be deemed to abridge the rights, if (tiny, 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 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 injuxy and property damages
arising out of or related to the activities undertaken by the Purchaser, its agents,
employees, consultants and contractors, or anyone directly or indirectly employedby
any- _of.thern _o.r _ any one for==whose=acts=:they__rmqy bc=_lial7te -upon-the _Pr613e
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,�elated 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,
G. TERM[INATI®N
k Ri ght_ oof Termination
Purchaser shall have the right to cancel the Agreement at a6y tirne during the
Inspection Period, for any .reason, except for title defects, lich is governed by
Section 5 hereof, by giving Seller written notice of its intentl;o cancel prior to the
expiration of the Inspection Period. In the event of terr7zinat°fora. by Purchaser under
this Section or Section S below, the Seller shall, within 11 5) days of the date of
termination, return to the Purchaser the Deposit, except 'tb the extent necessary to
perforin Purchaser's obligations contained in this Agreerneif, or to secure performance
of other obligations of Purchaser that survive the terminatIbn. of°this Agreement,
B. WdKger and Release
In the event that Purchaser does not elect to cancel. this Agreement, Purchaser
acicnowledgos and agrees that to the maximum exteAt perrn.itted by law, the sale of the
Property (,;is 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, 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
Page 5 of 17
which may arise in the future on account or in any way related to or in connection with.
any past, present, or fixture 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 Enviromnental Requirement
applicable thereto, In addition, Purchaser thereafter specifically waives all current and
future claims and causes of action against Seller arising under CERCLA., R.CRA,
Chapters 376 and 402, Florida Statutes, and any other federal or state law or couiAy
regulation relating to Hazardous Materials in, on, under or affecting the Propefy,
Notwithsta.nding-an--_t1�iilg to='th.e coaatrary_set loith._h t°ein3_this_release steal-l=surviv .thy-- --.—
Closing or termination of this Agreement:
7. TI'T'LE 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 :tigrees to
forward a copy of the aforementioned title documents to Seller within seven (7) da'ys of the
Purchaser's receipt thereof,
Purchaser shall have a period of thirty (30) days from the Effective Date to e'xarnine title
and notify Seller, in writing, of any condition which renders the title unmarketable, Seller shall
have no obligation to cuure title defects, it being understood and agreed that the Property is being
sold in "A,5 IS" condition, In the event that title examination reveals a condition that renders
lithe unrnarketable, 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 ir} this regard, This
Property is being sold in "AS IS" condition as to title, without any re, resentations and/or
warranties made by Seller, /
H, DISCLAIMER OF WARRANTIES AS TO PROPERTY; '14(S ]:S" CONVEYANCE
A. Purchaser is purchasing the Property in an "AS IS" 6ondition and specifically
and expressly without any warranties, representations or guaranties, either
express or implied, of any kind, nature or type whosoever front or on. behalf of
Seller, Without in any way limiting the gelierality of the immediately
preceding, and in addition to the specific d.isc]Cfiners set forth. in Section 4 of
this Agreement with respect to Envirornnenta). Matters, Purchaser and. Seller
further aclmowledge and agree that in entering into this Agreement and
purchasing the Property; /`
i. Purchaser hereby acknowledges that .Seller has not made, will not and
does not make any warranties or r6presentations, whether express or
implied, with. respect to the Property,'its condition, the value, profitability,
or marketability thereof;
Page 6 of 17
ii. Purchaser aelcnowledges that with respect to the Property, Seller has not,
will not anddoes not make any warranties, whether express or irnpli.ed, 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 (toes not
snake any representations, whether express or implied., with respect to
compliance with any land use matter, developer impaot fees or
--_ ._._ assessments, zo�zrng or development o'=r�gioraal impact -laws, rules; - -
regulations, orders or requirements;
iv. Purchaser acknowledges that Purchaser has made and/or has been give11
an adequate opportunity to .make such legal, factual and other in.quide' s
and investigations as Purchaser deems necessary, desirable or appropriate
with respect to the Property, the vah:7.e or marketability thereof and or 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 been givens 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 disuilaims 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 clos
91 REE STRICTIONS, EASEMENTS AND LIMITATION'S
The Purchaser further agrees it shall take title subject. to; ,(ming, planning, restrictions,
prohibitions, and other requirements imposed by govern-ftn.tal authorities; restrictions
and matters appearing on, the 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 alla,�ed 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: '(:he deed to the Property and will
survive the closing ofthe purchase and sale. If any provision, restriction, and/or covenant
Page 7 of 1.7
containod herein is violated by Purchaser, title a.7id 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.
1
-- ---- -1Q ==CLOSING -DATE= -
Closing shall take place within twenty (25) days after the expiration date of the Inspection
Period, at a mutually agreeable time (the "Closing") at the City of Miami., DepartmeAlt of
Public Facilities located at 444 SW 2 Avenue, Suite 325, Miami,, Florida, The parties
may, subject to rn.utu.al agreement, establish an earlier date fog° Closing,
J.1. CLOSING DOCI M { NTS
A, At Closing, Seller shall execute and/or deliver to Purchaser the following;
i. Quitclaim Deed subject to zoning, planning, restrictions,;; prohibitions,
easements and other matters or limitations of record;
ii, A. Closing Statement;
iii. A. Non -Foreign Affidavit;
iv. Such documents as are necessary in the opinion o the City to fully
authorize the sale ofthe Property by Seller; and
V, Any other documents reasonably necessary to const} nmate the transaction
contemplated hereby. 1
B. Purchaser's Closing Documents: At; Closing, PurcI user shall execute and/or
deliver to Seller the following: /
i. Closing Statement; and.
ii. Such documents as are necessary to fully atilorize 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,
between Seller and. Purchaser as follows:
Page 8 of 17
usted, prorated. or assumed by or
A. A-djUstmentsandProrations
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,
ii, Ceftified/Pendin 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 C ar
and sewer charges, waste -fee and fire proteGtionAife safety, utility
1_1
connection charges, if applicable, shall be prorated, and paid by Purch ser.
iv, Usual and CListomLry: Such other items that are usually and ctislon 'arily
pro -rated between purchasers and sellers of properties in the area � here
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
f
this Agreement and, the Closing,
ii„ Purchaser shall pay all closing. and recording costs incLir/rd 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 payabc in connection with
the transfer of the Property hereunder;
(3) all amounts necessary to provide Seller wi a certified copy of the
recorded deed,
DEFAULT
(a) If this transaction does not close as a result of defa lilt by Seller, Purchaser as and
for its sole and exclusive reinedy, shall have " 4" right to: (i) terminate this
Agreement; or (H) waive any such conditions or defaults and to consummate the
transactions contemplated. by this Agreement in the same manner as if there had.
t
r
been no conditions or defaults and without a or
in the Purchase Price
a
and without any further claim against Seller,
(b) If this transaction does not close as a result f default by Purchaser, Seller, as and
d
for its sole and exclusive remedy, shall hav /the right to termi.mate this Agreement,
Page 9 of 1.7
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,
CO LNAN -- .O -PAS'-= +-OR-IVIUNXCIPAL
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, `1:1his
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 p�'y
to the City of Miami an annual. payment, which shall never be less than the axnou.nt /of
taxes that the City of Miami would, be entitled to receive from. the Property based onthe
fair market value of the Property, The covenant shall be in a, form acceptable to the�ity
Manager and approvedas to legal ;Corm by the City Attorney,
15, RISK OF LOSS
The Purchaser assumes all risk of loss or damage to the Property by fire or other asu.alty,
or acts of God, as of the .Effective Date,
16. RELEASE AND INDEMNIFICATION
Purchaser and anyone claiming by, through or under Purchaser her I fully and
irrevocably release Seller, its employees, officers, d.irrct;ors, represexi awes, agents,
successors and assigns (collectively the Seller) from any and. all claims hat it may now
have or hereafter acquire against the Seller for any cost, loss, liabilitYatters,
ama.ge, expense,
demand., action or cause of action arising from or related, to any defecerrors, omissions
or other conditions, including, but not limited to, environmental title to the
Property, condition of the Property, personal injury, wrongful 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 indemnifica i n shall survive closing,
cancellation or lapse of this Agreement,
Page 10 of 17
17, DESIGNATION OFR +'PRESENTATIVLS
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, No"riCES
On behalf of Purchaser:
- -- ------
Town
- -Town & Country Investmentsti LLC r
Jason Lopez, Maria_
r
8224 NW 30t" 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 sere' e 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. clay after being posted or the date of actual receipt, whichever i earlier.
Other communications which, may be given pursuant; to this Agreement s1 1.1 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; Purchaser:
City of Miami
Daniel J. Alfonso
City Manager
444 S W 2 Avenue, I W" Floor
Miami, FL 33130
Page 11 of 17
8224 NW 30th Terrace
Copy To:
Daniel Rotenberg
Director.
Department of Real Estate &
Asset Management
444 SW 2 Avenue, 3rd Floor
Miami, FL, 331,30
Victoria Mendez
City Attorney
444 SW 2 Avenue, 9"' Floor
Miami, FL 331:30
Copy To,
19. CAPTIONS ANIS HEADINGS
The Section headings or captions appearing .in this Agreement are for convenienc /only,
are not part of this Agreement, and are not to be considered. in in:terpreti g this.
Agreement.
X BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties heret and their
successors in interest.
21, GOVERNING LAW'; VENUE
This Agreement shall be governed according to the laws of the State ofB 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 eli of which shall be
deemed to be an original but all of which shall constitute one and iKe same Agreement.
23, WAIVERS
No waiver by either Darty of any failure or refusal to comply
deemed a waiver of any other or subsequent Failure or refu
rights, undertaking, obligations and agreement contained l}/er
not mutually exclusive.
Page 12 of 17
vith its obligations shall be
to comply, All remedies,
in shall be cumulative and
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,/
construed as .if said provision had been incorporated herein as so limited, or as if s
provision had not been includedherein, as the ease may be,
246, WAIVER. OF TRIAL BY JURY; ATTORNEY'S FEES
The parties hereby Imowingly, 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, 0tatements
(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,, ioral 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 whiting 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 performa'ce of all conditions and
covenants to be performed or satisfied by either party hereto, henever a date specified
herein shall fall on a Saturday, Sunday or legal holiday, the c to shall be extended to the
next succeeding business day,
29, CONFLICT OF INTEREST
If any individual member, or an employee, or an immediate farnily member of the
Purchaser is also a member of any board, comrmissign, or agency of the City, that,
individual is subject to the conflict of interest provisions, of the City Code, Section 2.61.1,
The Code stages that no City officer, ofFrcial, 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 certain
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
_._�. — -- _the_naza�e_czf-the it�.clzv:-ideal=who�has�the�co.n�ict;-tlze= relative(s).,-afCiGc,__ty�e_oi' .____ -----
employment or other situation which. may create the conflict; the board on whicht/le
indivi.du.al 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 th
approval.
31, NO DISCRIMINATION
The Purchaser shall not lawfully discriminate in its performance of this Agreemenj 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.
"SELLER"
Executed by CITY' Of' .MHAMI, a municipal
corporation of the Stato of Florida
By:,,
Daniel J. Alfonso, City Manager
Date;
ATTEST:
Todd B, Mannon, City Clerk
APPROVED AS TO FORM AND APPROV13l/AS TO INSURANCE
/r
COI�RECTNFSS: REQUIRE `TENTS;
Victoria M6ndez Ann-MKric Sharpe, Director
City Attorney Risk M/anq,,ernent Administrator
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Theforegoing instrurnent was acknowled -IvIefore me ti-ils day of
by -) as City Manager for the City of Miami, a
mtinioipal corporation of the State of Florida, who is Personally known to me or who
produced the following identification:
(NOTARY PUBLIC SEAL)
Notary PiJbjli.c
(Printed, Typed or Stamped Name of Notary Public)
Cornmissioallo,:
My Con .mission Expires:
Page 15 of 17
"PURCHASER"
Jason Lopez, N LanUer
as Town & Country, Investments, LLC,
By:
Town & Country Invest.naents, 1_1
Lopez,
M
anqggr,,-A -lur -uhase7 . .......
Date:
Witness
Print Name
Witness
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was actmowledged be -fore me 4is ___ day of
by who is ersonally known to me or who
produced the following identification:
(NOTARY PUBLIC SEAL)
N ary Public,
(Xillted, Typed or Stamped Name of Notary Public)
Commission No,:--.,
My Commission Expires:
Page 16 of 17
EXHIBIT ":A"
OFFICE OF THE PROPERTY APPRAISER
Summary/
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Page 17 of 17