HomeMy WebLinkAboutExhibitAGREEMENT FOR PURCHASE AND SALE
THIS PURCHASE AND SALE AGREEMENT, ("Agreement") is made and entered into
this day of _ by and between Astor Trolley, LLC whose mailing
address is 21 Almeria Avenue, Suite A, Coral Gables, Florida 33134 ("Seller") and the City of
Miami, a municipal corporation of the State of Florida, with offices at 444 SW 2nd Avenue,
Miami, Florida 33130-1910 ("Purchaser"). The Parties hereby agree that Seller shall sell and
Purchaser shall buy the following property upon the following terms and conditions:
1. DESCRIPTION OF PROPERTY
A. Street Address: As described in Exhibit A.
B. Legal Description & Folio: As described in Exhibit A.
Containing approximately 21,658 square feet of land.
2. PURCHASE PRICE AND PAYMENT
The Purchaser agrees to pay and the Seller agrees to accept the sum of Three Million Sixty
Thousand Dollars ($3,060,000,00) ("Purchase Price").
The Purchase Price may be reduced as provided in Section 3 or 4 below. The Purchase
Price, as it may be adjusted, will be payable as follows:
(a) De osit: Within three (3) calendar days of the Effective Date as defined herein, the
Purchaser shall pay to TBA1 ("Escrow Agent") an amount equal to One Hundred Sixty
Thousand Dollars ($160,000.00) as a deposit ("Deposit"). The Deposit shall be held
by the Escrow Agent in an interest bearing account, with interest accruing to Purchaser,
unless the Deposit is disbursed to the Seller upon Purchaser's default. At Closing, the
Deposit and all interest earned thereon, shall be delivered by the Escrow Agent to the
Seller and credited against the Purchase Price. The Deposit is non-refundable except
in the event Purchaser terminates this Agreement as provided herein.
(b) Closing �Balance: At Closing, the Deposit, plus the balance of the Purchase Price,
adjusted by adjustments, credits, prorations, or as otherwise provided in this
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.
1 To be announced
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3. CONDITIONS PRECEDENT TO CLOSING
The validity of this Agreement shall be subject to certain contingencies and conditions
precedent. The amount of the Purchase Price shall be contingent upon the City obtaining, at the
City's sola discretion, two (2) written appraisals from licensed Florida appraisers, the average of
which shall be a sum greater than or equal to the Purchase Price. Any such appraisal shall be
conducted during the Inspection Period. If the Property does not appraise for the Purchase Price,
Seller shall not be obligated to reduce the Purchase Price, and Seller may, at its sole discretion,
terminate the contract. It is also a condition precedent to the validity of this Agreement and its
execution by the City Manager that the City Commission of the City of Miami approve this
.Agreement; failing such approval, this Agreement shall be automatically mull and void without the
necessity of further action by either party.
Furthermore, as a condition precedent to Closing, but no later than the expiration date of
the Inspection Period, as defined below, the Seller shall have fully performed, at its sole cost and
expense, and provided Purchaser evidence of completion of the following undertakings (only those
selected shall be deemed applicable to this Agreement):
❑ If Purchaser requires federal funds to purchase the Property, Seller shall demonstrate to the
reasonable satisfaction of the Purchaser, compliance with all applicable Federal, State and
local laws, regulations or requirements which may include, but shall not be limited to: a)
the Relocation of Displaced Persons Act as is provided in §421.55, Florida Statutes (2002),
incorporating by reference Pub. L. No. 100-17, the Surface Transportation and Uniform
Relocation Assistance Act of 1987, as adopted by the U.S. Congress and b) the Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA") (42
U.S.C. 4601, et. seq.) and Section 104(d) of the Housing and Community Development Act
of 1974 (42 U.S.C. 5304(d)) which apply to any HUD funded grants, loan,. contribution, and
certain HUD loan guarantee programs, as may be amended from time to time.
❑ Seller must comply with the applicable provisions of the Florida Mobile Home Act
(§723.001, et. seq., Fla. Stat.) including, without limitation, notice requirements and
reimbursements from the Florida Mobile Home Trust Fund.
❑ Seller must comply with a Relocation Plan, acceptable to Purchaser, in its reasonable
discretion, which shall be implemented by a consultant acceptable to the Purchaser.
❑ Property shall be vacant and all existing structures shall have been demolished and removed,
and the Property shall be free of debris.
❑X Seller shall vacate any and all tenants at the Seller's sole cost and expense prior to closing.
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Seller shall warrant to Purchaser that, at the time of closing, there are no parties in
possession of the Property other than Seller, and that there are no oral or written leases, options to
purchase, or contracts for sale covering all or part of the Property. Seller shall further warrant that
there are no parties having ownership of improvements on the Property and no parties having any
interest in the Property. Seller represents and warrants that it has previously furnished to the City
copies of any written leases, options for purchase, rights of first refusal, contracts for sale, estoppel
letters for each tenant, and cancellation, discharge or extinguishment of same.
In the event that any one of the foregoing conditions is not satisfied on or before the
expiration date of the Inspection Period, the Purchaser shall have the right, in its sole discretion,
to (i) terminate this Agreement, whereupon the Escrow Agent shall immediately deliver to
Purchaser the Deposit and the parties shall be relieved of all further responsibilities and obligations
hereunder, or (ii) extend the Closing Date by not more than ninety (90) days to allow the Seller to
comply with the conditions precedent or (iii) proceed to closing and waive. satisfaction of the
unsatisfied conditions precedent.
4. INSPECTIONS & ENVIRONMENTAL MATTERS
A. Definitions
For purposes of this Agreement:
The term "Hazardous Materials" shall mean and include without limitation, any substance,
which is or contains (A) any "hazardous substance" as now or hereafter defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
(42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant
to CERCLA; (B) any "hazardous waste" as now or hereafter defined in. the Resource Conservation
and Recovery Act (42 U.S.C., Section 6901 et seq.) (RCRA); (C) any substance regulated by the
Toxic Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other
petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether
friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material
which: (i) are 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 states, the counties, the cities, or any other
political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the
Purchaser, the Property, or the use of the Property, relating to pollution, the protection or regulation
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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 enviromnent (including, without ]imitation,
ambient air, surface water, groundwater, land or soil).
B. Disclaimer as to Environmental Matters
Purchaser acknowledges and agrees that the purchase and sale of the Property shalt be as -
is where is in all respects, and 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
special warranty deed), promises, covenants, agreements or guaranties of any kind or character
whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to,
concerning or with respect to environmental matters with reference to the Property, including, but
not limited to: (a) the value, nature, quality or condition of the Property, including, without
limitation, the water, soil and geology, (b) the compliance of or by the Property, or its operation
with any Environmental Requirements, (c) any representations regarding compliance with any
environmental protection, pollution or land use, zoning or development of regional impact laws,
rules, regulations, orders or requirements, including the existence in or on the Property of
Hazardous Materials.
Purchaser further acknowledges and agrees that it is being given the opportunity to inspect
the Property, and all documents that may exist in the public records of the state, county and/or city
relating to the environmental condition of the Property as part of this Agreement and that Purchaser
is not relying solely upon any documents or representations made by or on behalf of Seller, but
that Purchaser is responsible to conduct its own investigation of the Property.
Purchaser further acknowledges and agrees that any information provided or to be provided
with respect to the Property was obtained from a variety of sources and that Seller has not made
any independent investigation or verification of such information and makes no representations as
to the accuracy or completeness of such information. Seller is not liable or bound in any matter by
any verbal or written statements, representations or information pertaining to the Property, or the
operation thereof, furnished by any agent, employee, servant or other person.
The above stated notwithstanding, as Purchaser of this interest in residential real property
on which a residential dwelling was built prior to 1978 said property may present exposure to lead
from lead-based paint that may place young children at risk of developing lead poisoning. Lead
poisoning in young children may produce permanent neurological damage, including learning
disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead
poisoning also poses a particular risk to pregnant women. As Seller of this interest in residential
real property the Seller is required to provide the Purchaser with any infonnation on lead-based
paint hazards from risk assessment or inspections in the Seller's possession and notify the
Purchaser of any known lead-based paint hazards. A risk assessment or inspection for possible
lead-based paint hazards is recommended prior to purchase, at Purchaser's expense.
C. Inspection Period
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i. Property Inspection:
Subject to the terms and conditions set forth in the Addendum, Purchaser, its employees,
agents, consultants, and contractors shall have a period of thirty (30) calendar days from the
Effective Date ("Property Inspection Period") in which to undertake at Purchaser's expense, such
inspection. In the event that the Property is not acceptable to Purchaser following the Property
Inspection or if the Property does not appraise for the purchase price set forth in the Agreement,
Purchaser may, at Purchaser's sole discretion, elect to terminate this Agreement by delivering
written notice of such election to Seller prior to the expiration of the Property Inspection Period
and receive the return of the Deposit and all interest thereon, if any.
ii. Environmental Inspection:
Purchaser, its employees, agents, consultants and contractors shall have a period of forty
five (45) calendar days from the Effective Date (the "Environmental Investigation Period") in
which to undertake at Purchaser's expense, including but not limited to, a Phase I environmental
audit, 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 perform certain work
or inspections in connection with evaluation to obtain environmental clearance of the Property (the
"Environmental Inspection") after giving the Seller reasonable notice of twenty-four (24) hours
prior to each test performed. The Purchaser, at its sole option, may extend the Environmental
Investigation Period for an additional twenty-five (25) calendar days, in which to undertake at
Purchaser's expense, a Phase II environmental audit, if based upon the results of the Phase I report,
additional testing is warranted. For the purpose of conducting the Environmental Inspection, Seller
hereby grants to Purchaser and its consultants and agents or assigns, full right of entry upon the
Property during the Inspection Period through the closing date provided that notice of entry must
be provided and entry onto the Property must be coordinated with Seller's agent. The right of
access herein granted shall be exercised and used by Purchaser, its employees, agents,
representatives and contractors in such a manner as not to cause any material damage or destruction
of any nature whatsoever to, or interruption of the use of the Property by the Seller, its employees,
officers, agents and tenants.
Purchase of the Property is contingent upon a Phase I Environmental Site Assessment. In
the event that the Property is not acceptable to Purchaser following the Phase I Environmental Site
Assessment, Purchaser may, at Purchaser's sole discretion, elect to terminate this Agreement and
receive the return of the Deposit and all interest thereon, if any. If Purchaser determines that the
Property is not suitable due to issues identified in the Environmental Inspection, Purchaser shall
notify Seller on or prior to the expiration of the Investigation Period, and Purchaser shall provide
any reports, testing results, etc. underlying Purchaser's decision not to purchase the Property for
environmental reasons.
D. Inspection Indemnity, Insurance and Releases
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Notwithstanding anything contained in this Agreement to the contrary, as consideration for
the Seller granting a continuing right of entry, the Purchaser hereby specifically agrees to: (i)
immediately pay or cause to be removed any liens filed against the Property as a result of any
actions taken by or on behalf of Purchaser in connection with the inspection of the Property; (ii)
repair and restore the Property to its pre -inspection condition with respect to any damages caused
by the inspection; and (iii) to the extent allowed by Florida Statute §768.28, Purchaser shall not be
liable for the negligence or intentional misconduct of Seller, its employees, officers and agents.
Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution
where appropriate.
The provisions of this indemnity shall survive the Closing or the termination of this
Agreement.
Prior to Purchaser entering upon the Property for purposes of commencement of the
Environmental Inspection, Purchaser shall furnish to Seller the policy or policies of insurance or
certificates of insurance in form and such reasonable amounts approved by the City of Miami's
Risk Manager protecting the City, during the course of such testing, against all claims for personal
injury and property damage arising out of or related to the activities undertaken by the Purchaser,
its agents, employees, consultants and contractors, or anyone directly or indirectly employed by
any of them or anyone for whose acts they may be liable, upon the Property or in connection with
the Environmental Inspection.
In consideration of the City's purchase of this property in "as is" condition at a purchase
price, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Seller, the Seller, her heirs, representatives, successors and assigns do hereby
release, acquit, discharge, and forever covenant not to sue the City of Miami, its officers,
employees, successors and assigns from all actions, causes of action, demands, damages,
liabilities, costs, attorneys' fees, expenses and compensation in any way growing out of all known
and unknown conditions of the Property herein being sold, whether such conditions be known or
unknown on the date of execution of this Agreement, or of a past, present or future nature, and all
property damages or personal injuries which may now or subsequently have either now or at a
later time. It is agreed that the consideration herein being paid to the Seller is for discharge of all
such claims or actions, and that the Seller has carefully read this subsection and knows of its
contents and agrees to same knowingly and voluntarily. This release and discharge shall survive
the cancellation, closing or fiill performance of this Agreement, as applicable.
Seller further waives, releases, discharges, and forever covenants not to sue the Purchaser,
its officers and employees from any and all claims, causes of action, demands, costs, expenses or
compensation, direct or indirect, known or unknown, foreseen or unforeseen which Seller or any
of its heirs, 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 present, past or future physical characteristic of the
Property, including, without limitation, any Hazardous Materials in, at, on, under or related to the
Property, or any past violation, violation, potential or future violation or any environmental
requirement applicable thereto. In addition, Seller, its heirs, successors and assigns specifically
waive all current and future claims against Purchaser, its heirs, successors and assigns arising
under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, as amended, and any other
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federal, state, or county law or regulation relating to Hazardous Materials in, on, or under the
Property. This waiver, release and covenant shall survive the fall performance, closing or
termination of this agreement, as applicable.
E. 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.
5. TERMINATION
Purchaser shall have the right to cancel the Agreement at any time during the Inspection
Period, for any reason, 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, the Seller shall, within ten (10)
calendar days of the termination, return to the Purchaser the Deposit, except to the extent necessary
to secure the performance of any obligations of Purchaser that survive the termination of this
Agreement.
6. TITLE EVIDENCE & SURVEY
Within Five 5 calendar days of the Effective Date, Seller shall deliver to Purchaser such
title policy(ies), title commitments, abstract of title, or other evidence of title and such survey(s)
of the Property as Seller may have in its possession or of which it may have knowledge. Purchaser
shall be responsible for obtaining, at its sole cost, (i) a commitment for title insurance, from a
recognized title insurance company authorized to issue title insurance in the State of Florida,
agreeing to insure Purchaser's title, free of all exceptions, except those that may be accepted by
Purchaser, together with all corresponding title documents, and (ii) a survey of the Property
showing the Property to be free of encroachments or conditions that, in Purchaser's sole discretion,
would affect its proposed use of the Property. Purchaser shall have a period equal to the Inspection
Period in which to obtain and examine the survey and the title commitment and submit to the Seller
its objections ("Title Defect"). Seller shall have a period of sixty (60) calendar days after its receipt
of Purchaser's notice in which to cure the Title Defect. Seller shall use good faith efforts to cure
any Title Defect.
Should Seller be unable to convey title to the Property according to provisions of this
Agreement, Purchaser may: (i) elect to accept such title that Seller may be able to convey, with a
reduction in Purchase Price; or (ii) terminate this Agreement, in which case the Deposit and all
interest earned thereon shall be returned by Escrow Agent to Purchaser. Upon such refund, this
Agreement shall be null and void and the parties hereto shall be relieved of all further obligation
and liability, and neither party shall have any further claims against the other.
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7. CLOSING DATE
Closing shall take place within Sixty-five (65) days after the Effective Date or within a
reasonable time thereafter, at a mutually agreeable time (the "Closing") at the City of Miami,
Department of Real Estate and Asset Management located at 444 SW 2 Avenue, 3rd Floor, Miami,
Florida, or at such other location within the City of Miami that the Purchaser may designate in
writing by affording a notice to Seller as provided herein. The parties may, subject to mutual
written agreement, establish an earlier date for Closing. Notwithstanding the foregoing, in the
event the Seller elects to satisfy any title objections pursuant to the terms of Section 5 hereof, then
Seller shall. have the right to extend the Closing date set forth herein.
S. CLOSING DOCUMENTS
A. Seller's Closing Documents:
At Closing, Seller shall execute and/or deliver to Purchaser the following
documents, if applicable, in form and substance acceptable to the Purchaser's
City Attorney:
(1) Warranty Deed;
(2) A Closing Statement;
(3) A Seller's Affidavit and a Non -Foreign Affidavit;
(4) A Bill of Sale for all personal property and fixtures on the Property; and
(5) Such documents as are necessary in the opinion of the City to fully authorize
the sale of the Property and consummate the transaction contemplated
hereby.
B. Purchaser's Closing Documents:
At Closing, Purchaser shall execute and/or deliver to Seller the following:
(1) Closing Statement; and
(2) Such documents as are necessary in the opinion of the City to fully authorize
the sale of the Property and consummate the transaction contemplated
hereby.
C. Other Contract Documents:
Seller acknowledges that the property is being acquired by a governmental
agency and that the transaction may be subject to certain federal, state and local
requirements, which include reporting and disclosure of information.
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Seller agrees to comply with the public disclosure and inspection requirements
under Chapter 119, Florida Statutes, disclosure of beneficial interests under
Section 286.23, Florida Statutes, certification regarding conflict of interest under
Chapter 112, Florida Statutes, Chapter 2 of the Miami City Code and §2-11-1 of
the Miami -Dade County Code, certification regarding Public Entity Crimes
under Section 287.133, Florida Statutes, and in connection therewith, Seller
agrees to execute and deliver all documents required or requested by Purchaser
or any other governmental authority, including, but not limited to:
(1) Conflict of Interest and Non -Collusion Affidavit;
(2) Sworn Disclosure of Beneficial Interests in Seller; and
(3) Public Entity Crime Affidavit.
Additionally, if property is acquired with federal funds, the Seller shall provide
the Purchaser with a Receipt of Disclosures and Notices under the Uniform
Relocation Assistance and Real Property Acquisition Policy Act of 1970, as
amended from time to time, and Seller shall comply with such other certification
or reporting requirements as may be required under the Program Regulations or
applicable federal and state laws or regulations.
9. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by or between
Seller and Purchaser as follows:
A. Adjustments and Prorations:
i. Certified/P ending_ Liens: Certified, confirmed and ratified governinental
liens as of the Closing Date shall be paid by Seller. Pending liens as of the
Closing Date shall be assumed by Purchaser.
ii. Other Charges, Expenses, Interest, Etc: Taxes, assessments, water and
sewer charges, waste fee and fire protection/life safety, utility connection
charges, if applicable, shall be prorated.
iii. 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.
B. Closing Costs
i. Each party shall be responsible for its costs and attorneys' fees relating to
this Agreement and the Closing.
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ii. Seller shall pay all closing and recording costs 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 and/or filing fees payable in connection with
the transfer of the Property hereunder;
iii. Seller and Purchaser shall each be required to pay their own Real Estate
Broker Fees, if applicable. Purchaser shall not be liable for any amounts
due to Seller's selling agent, unless the agent has been specifically and
separately contracted by the Purchaser through the City's procurement
procedure as permitted by the City of Miami Charter and Code.
10. DEFAULT
If this transaction does not close as a result of default by Seller, Purchaser, in addition to
all other remedies available at law or in equity, shall have the right to: (i) terminate this Agreement
and receive the return of the Deposit and all interest thereon; or (ii) waive any such conditions or
defaults and 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.
If this transaction does not close as a result of default by Purchaser, Seller, as and for its
sole and exclusive remedy, shall retain the Deposit and all interest earned thereon, as liquidated
damages and not as a penalty for forfeiture, actual damages being difficult or impossible to
measure.
Neither party shall be entitled to exercise any remedy for a default by the other party, except
failure to timely close, until (i) such party has delivered to the other notice of the default and (ii) a
period of ten (10) calendar days from and after delivery of such notice has expired with the other
party having failed to cure the default or diligently pursue remedy of the default.
11. RISK OF LOSS
The Seller shall have all risk of loss or damage to the Property by fire or other casualty, or
acts of God, until title to the Property is transferred to Purchaser on the Closing Date.
12. INDEMNIFICATION & HOLD HARMLESS
In consideration of the City's purchase of this property, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by the Seller, the
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Seller, Seller's heirs, agents, representatives, successors and assigns do hereby agree to indemnify,
hold and save harmless and defend the Purchaser, its officials and employees from any claim,
demand or liability for commissions, alleged statutory or regulatory violations, breaches of
contract or any other claim, demand or litigation arising from and relating to this Agreement,
inclusive of court costs, principal, interest, made on behalf of any broker that has not been
independently procured as contemplated in Section 9(B)(iii), tenant(s), third party beneficiary(ies)
or other persons or entities.
Seller further agrees to release, acquit, discharge, and forever covenant not to sue the City
of Miami, its officers, employees, successors and assigns from all actions, causes of action,
demands, damages, liabilities, costs, attorneys' fees, expenses and compensation in any way
growing out of all known and unknown conditions of the Property herein being sold, whether such
conditions be known or unknown on the date of execution of this Agreement, or of a past, present
or future nature, and all property damages or personal injuries which Seller may now or
subsequently have at a later time. It is agreed that the consideration herein being paid to the Seller
is for discharge of all such claims or actions, and that the Seller has carefully read this subsection
and knows of its contents and agrees to same knowingly and voluntarily. This release and
discharge shall survive cancellation, closing or full performance of this Agreement, as applicable.
13. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller is essential. Accordingly, to facilitate such communication, the Purchaser and Seller have
appointed the following persons on their respective behalves to be their representatives, to wit:
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On behalf of Purchaser:
Hans Maichel, Real Estate Manager
Department of Real Estate &
Asset Management
City of Miami
444 SW 2 Avenue, 3rd Floor
Miami, FL 33130
Telephone: (305) 416-1452
Fax: (305) 416-2156
Email: hma,ichel@miamigov.com
14. NOTICES
On behalf of Seller:
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:
Purchaser:
Daniel J. Alfonso
City Manager
City of Miami
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 M6ndez, City Attorney
444 SW 2 Avenue, 9th Floor
Miami, FL 33130
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Seller:
Copy To:
15. 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.
16. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and their successors
in interest, Purchaser may assign or pledge this Agreement only with the prior written consent of
the City Manager which consent may be withheld for any or no reason whatsoever.
17. 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.
18. AWARD OF AGREEMENT
Seller represents and warrants that it has not employed or retained any person employed
by the Purchaser to solicit or secure this Agreement and that it has not offered to pay, paid, or
agreed to pay any person employed by the Purchaser any fee, commission percentage, brokerage
fee, or gift for the award of this Agreement.
19. COUNTERPARTS
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.
20. 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.
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21. 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.
22. 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.
23. WAIVER OF TRIAL BY JURY; ATTORNEYS' FEES
The parties hereby knowingly, voluntarily and intentionally waive any right they may have
to a trial by jury and/or to file permissive counterclaims and/or to claim attorneys' 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.
24. 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
Purchaser and by the Seller.
25. 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.
Page 14 of 18
26. 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, 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.
27. 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, the Agreement has been approved by the Miami City
Commission and the Seller has been notified in writing of the approval.
28. THIRD PARTY BENEFICIARIES
Neither Seller nor the Purchaser intends to directly or indirectly benefit a third party by this
Agreement. Accordingly, therefore the parties agree that there are no third party beneficiaries to
this Agreement and. that no third party shall be entitled to assert a claim against the City based
upon this Agreement.
29. ASSIGNMENT
This Agreement, or any interest therein, shall not be assigned, transferred or otherwise
encumbered under any circumstances by either party without the prior written consent of the other
party, which may be unreasonably refitsed.
Page 15 of 18
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the
day and year first above written.
"PURCHASER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
By:
Daniel J. Alfonso, City 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 )
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 [ ] personally known to me or [ ] who
produced the following identification: _
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
Page 16 of 18
"SELLER"
Astor Trolley, LLC
Seller
Seller
Date:
Seller
Date:
Witness
Print Name
Witness
Print Name
STATE OF )
COUNTY OF
The foregoing instrument was acknowledged before me this day of ,
, by , who is [ ] personally known to me or [ ] who
produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
Page 17 of 18
Exhibit A
1. 3722 Oak, Avenue, Miami, FL, more specifically identified by Folio No. 01-4120-006-0530
and legally described as Lot 1 in Block 3 of MAFARLANE HOMESTEAD as recorded in
Plat Book 5 at page 81 of the Public Records of Miami -Dade County, Florida.
2. 3724 Oak Avenue, Miami, FL, more specifically identified by Folio No. 01-4120-006-0750
and legally described as Lot 26 in Block 3 of MAFARLANE HOMESTEAD as recorded in
Plat Book 5 at page 81 of the Public Records of Miami -Dade County, Florida.
3. 3320 SW 37 Avenue, Miami, FL, more specifically Identified by Folio No. 01- 4120-006-
0540 and legally described as Lot 2 in Block 3 of MAFARLANE HOMESTEAD as recorded
in Plat Book 5 at page 81 of the Public Records of Miami -Dade County, Florida.
4. 3340 SW 37 Avenue, Miami, FL, more specifically Identified by Folio No. 01- 4120-006-
0550 and legally described as Lots 3 and 4 in Block 3 of MAFARLANE HOMESTEAD as
recorded in Plat Book 5 at page 81 of the Public Records of Miami -Dade County, Florida.
5. 3723 Frow Avenue, Miami, FL, more specifically identified by Folio No. 01-4120-006-0560
and legally described as Lot 5 in Block 3 of MAFARLANE HOMESTEAD as recorded in
Plat Book 5 at page 81 of the Public Records of Miami -Dade County, Florida
Page 18 of 18