98-084 RESOLUTION NO. 98-84
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED REAL ESTATE
PURCHASE AND SALE CONTRACT BY AND BETWEEN
THE CITY OF AVENTURA AND AL SCHNEIDER, TRUSTEE;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized on behalf of the City of
Aventura to execute and otherwise enter into the Real Estate Purchase and Sale Contract
by and between the City of Aventura and Al Schneider, Trustee, in substantially the form
attached hereto, subject to approval by Miami-Dade County Commission of Safe
Neighborhood Parks Program grant in the amount of $1,027,100.
Section 2. The City Manager is hereby authorized to do all things necessary and
expedient in order to effectuate the execution of the attached Agreement described in
Section 1 above, and to carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its adoption.
The foregoing Resolution was offered by Commissioner Rogers-Libert who moved
its adoption. The motion was seconded by Commissioner Beskin, and upon being put to a
vote, the vote was as follows:
Commissioner Arthur Berger yes
Commissioner Jay R. Beskin yes
Commissioner Ken Cohen yes
Commissioner Jeffrey M. Perlow yes
Commissioner Patricia Rogers-Libert yes
Resolution No. 98-84
Page 2
Vice Mayor~arry 9olzberg yes
Mayor A~hurl. Snyder yes
PASSED AND ADOPTED this 6th day of October, 1998.
ATTEST:
TERESA M. SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
This Contract is made and entered into as of the ~ ~ day of October, 1998, by and
between ALBERT J. SCHNEIDER AND GLADYS M. SCHNEIDER, AS TRUSTEES OF
THE UNRECORDED ALBERT J. SCHNEIDER TRUST DATED APRIL 14, 1983 FOR
THE BENEFIT OF ALBERT J. SCHNEIDER ("seller"), and the CITY OF AVENTURA, a
Florida municipal corporation ("Buyer").
In consideration of the mutual agreements herein set forth, the parties hereto agree as
follows:
1. De£mitions. The following terms when used in this Contract for Purchase and Sale
shall have the following meanings:
1.1 Acceptance Date. October 6, 1998.
1.2 Attorneys' Fees. All reasonable fees charged by an attorney for his/her
services and the services of any paralegals, legal assistants or law clerks, including (but not
limited to) fees charged for representation at the trial level and in all appeals.
1.3 Business Day. Any day that the banks in Miami-Dade County, Florida are
open for business.
1.4 Buyer. City of Aventura, a Florida municipal corporation, Attention: Eric
M. Soroka, City Manager. Buyer's mailing address and telephone number are Government
Center, 2999 N.E. 191st Street, b~ite 500, Aventura, Florida 33180, Telephone: (305) 466-8910,
Telecopy: (305) 466-8919. Buyer's taxpayer identification number is 654)662615.
1.5 Buyer's Attorney. Weiss Serota Helfman Pastoriza & Guedes, P.A.,
Attention: Steven W. Zelkowitz, Esq. Buyer's Attorney's marling address and telephone number
are 2665 South Bayshore Drive, Suite 420, Miami, Florida 33133. Telephone: (305) 854-0800;
Telecopy: (305) 854-2323.
1.6 Closing. The delivery of the Deed to Buyer concurrently with the delivery
of the Pumhase Price to Seller.
1.7 Closing Agent. Buyer's Attorney as agent for the Title Company shall be
the Closing Agent.
1.8 Closing Date. November 11, 1998
1.9 Contract. This Contract for Purchase and Sale of Real Property.
1.10 Deed. The Special Warranty Deed that conveys the Land from Seller to
Buyer.
1.11 Effective Date. The date this Contract is executed by the last of either the
Buyer or Seller.
1.12 Governmental Authority. Any federal, state, county, municipal or other
governmental department, entity, authority, commission, board, bureau, court, agency or any
instrumentality of any of them.
1.13 Governmental Requirement. Any law, enactment, statute, code ordinance,
role, regulation, judgment, decree, writ, injunction, franchise, permit, certificate, license,
authorization, agreement, or other direction or requirement of any Governmental Authority now
existing or hereafter enacted, adopted, promulgated, entered, or issued.
1.14 Hazardous Material. Any flammable or explosive materials, petroleum or
petroleum products, oil, crude oil, natural gas or synthetic gas usable for fuel, radioactive
materials, asbestos, polychlorinated bipbenyls (PCB's), hazardous wastes or substances or toxic
wastes or substances, including, without limitation, any substances now or hereafter defmed as or
in the definition of "hazardous substances," "hazardous wastes." "hazardous materials," "toxic
materials" or "toxic substances" under any applicable Governmental Requirements.
1.15 Land. That certain real property located in Miami-Dare County, Florida,
as more particularly described in Exhibit A attached hereto and made a part hereof, together with
all property rights, easements, rights-of-way, privileges and appurtenances thereto; all right, title
and interest of Seller in and to any land lying in the bed of any street, road, highway or avenue,
open or proposed, public or private, in front of or adjoining all or any part of the Land to the
center line thereof; and all right, title and interest of Seller in and to any unpaid award for damage
to the Property or any pan thereof by reason of change of grade of any street, road, highway or
avenue adjacent to the Property; all strips and gores adjoining and adjacent to the Land; and all
oil, gas and mineral rights, if any.
1.16 Permits. All licenses and permits, if any, applicable to the Property. If
there are any Permits, a schedule thereof shall be attached hereto as Exhibit D.
1.17 Permitted Exceptions. The title exceptions set forth in Exhibit B attached
hereto.
1.18 Personal Property. All items of personal property, if any, owned by Seller
located on the Land. If there is any Personal Property, an inventory thereof shall be attached
hereto as Exhibit C.
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1.19 ProperVj. The Land, Permits and Personal Property.
1.20 Property Records. Copies of ail the following documents in the Seller's
possession or control relating to the Property: any and ail Permits, appraisais, paid tax bill for the
year 1997, tax assessment notices, title insurance policies, surveys, plats, soil reports and
compaction tests, environmental audits, engineering reports and similar technical data and
information, and material correspondence (which shall mean correspondence, other than
attorney/client privileged correspondence, which discloses claims, allegations or adverse
information regarding the Property or claims, allegations or adverse information that the Property
violates any Governmental Requirements, that there is Hazardous Material on or about the
Property, or that there are defects or deficiencies in or on the Property).
1.21 Purchase Price. The sum of Two Million Four Hundred Thousand and
00/100 Dollars ($2,400,000.00).
1.22 Seller. Albert J. S :hneider And Gladys M. Schneider, as Trustees of the
unrecorded Albert J. Schneider Trust dated April 14, 1983 for the Benefit of Albert J. Schneider.
Seller's mailing address is c/o Seller's Attorney at the address set forth in Section 1.23. Seller's
taxpayer identification number is
1.23 Seller's Attorney. Josias, Goren, Cherof, Doody & Ezrol, P.A.
Attention: D. J. Doody, Esq. Seller's Attorney's mailing address is 3099 East Commercial
Boulevard, Suite 200, Fort Lauderdaie, Florida 33308. Telephone: (954) 771-4500. Telecopy:
(954) 771-4923.
1.24 Title Commitment. An ALTA Title Insurance Comminnent from the Title
Company, agreeing to issue the Title Policy to Buyer upon satisfaction of the Buyer's obligations
pursuant to this Con~act.
1.25 Title Policy. An ALTA owner's title insurance policy in the amount of the
Purchase Price, insuring Buyer's title to the Land, subject only to the Permitted Exceptions.
1.26 Title Company. First American Title Insurance Company, Chicago Title
Insurance Corporation, or such other nationally recognized title insurance company licensed to
write title insurance in the State of Florida approved by Buyer.
2. Purchase and Sale. Seller agrees to sell and convey the Property to Buyer and
Buyer agrees to purchase and acquire the Property from Seller on the terms and conditions
hereinafter set forth.
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3. Purchase Price. The Purchase Price shall be paid as follows:
3.1 Deposit. Simultaneously with the execution of this Contract, Buyer has
deposited into escrow, in an interest bearing account opened by the law firm of Weiss Serota
Helfman Pastoriza & Guedes, P.A. ("Escrow Agent"), an earnest money deposit of Fifty
Thousand and 00/11210 Dollars ($50,000.00). Interest on the Deposit shall accrue to the benefit of
the Buyer unless the Deposit is delivered to the Seller as liquidated damages pursuant to Section
19.1 below, in which event such interest shall accrue to the benefit of the Seller and be delivered
to Seller as part of the Deposit. For purposes of reporting earned interest with respect to the
Deposit, Buyer's and Seller's Federal Tax Identification Numbers are respectively set forth in
Sections 1.4 and 1.22 above.
3.2 Cash to Close. On the Closing Date, as part of the Closing, Buyer shall
pay to Seller by wire transfer of immediately usable wired funds to a bank account or bank
accounts designated by Seller in a notice to Buyer to be given at least one day prior to Closing,
the Purchase Price. The Purchase Price shall be adjusted for any credits, debits or prorations
required to be made under this Contract (the "Cash to Close"). The Deposit shall be part of the
Cash to Close.
4. Buyer's Inspection of the Property.
4.1 Seller's Delivery, of Property Records. If Seller has not previously
delivered the Property Records to Buyer, within five (5) days of the Effective Date Seller shall
deliver the Property Records to Buyer. Seller shall have a continuing obligation to deliver to
Buyer the Property Records and, if Seller obtains or becomes aware of any additional Property
Records, Seller represents and warrants that it shall immediately deliver such additional Property
Records to Buyer.
4.2 Buyer's Inspection of the Property. Commencing upon the Effective Date
and for a period of thirty (30) days thereafter, Buyer or its authorized agents, personnel,
employees, or independent contractors shall be entitled to enter upon the Land during reasonable
business hours for the purpose of making physical inspections of the Property. Buyer may also
make all inspections and investigations of the Property which it may deem necessary, including
but not limited to soil borings, pemolation tests, engineering, environmental, and topographical
studies, and availability of utilities. All inspections shall be made at Buyer's expense.
4.3 Indemnification. Subject to the provisions and monetary limitations set
forth in Section 768.28, Florida Statutes, Buyer hereby agrees to indemnify Seller and hold Seller
harmless against all claims, demands and liability, including Attorneys' Fees, for nonpayment for
services rendered to Buyer, for mechanics' liens, or for damage to persons or property arising out
of Buyer's investigation of the Property. This indemnification and agreement to hold harmless
shall survive the termination of this Contract or the Closing.
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4.4 Termination Notice. Notwithstanding anything to the contrary in this
Contract, Buyer shall have the right, for any reason or no reason, to elect (in its sole and absolute
discretion) to terminate this Contract by delivering written notice to Seller or Seller's Attorney to
that effect no later than 5:00 P.M. (EST) on the thirtieth (30~) day following the Effective Date
(the "Expiration Date"). If Buyer so delivers said notice not later than the Expiration Date, then
(a) this Contract shall be terminated and of no further force and effect except for those provisions
which expressly survive termination; (b) the Escrow Agent shall deliver the Deposit to Buyer; and
(c) the parties shall have no further liability to one another under this Contract.
4.5 Waiver of Right to Terminate; "As-Is" Condition. If Buyer does not
terminate this Contract as set forth in Section 4.4 above, Buyer shall be deemed to have waived
its right to terminate the Contract as provided in Section 4.4 and to have represented and
warranted to Seller that: (a) Buyer has had the full opportunity to make such investigation of the
condition of the Property as Buyer has deemed necessary; (b) Buyer is relying solely upon its own
investigations in making the decision to purchase the Property; and (c) Buyer will accept the
Property in its "as is" condition, without any obligation of Seller to make any repairs or
renovations to the Property, and with no representations or warranties, except as otherwise
expressly provided in this Contract.
4.6 No Representations or Warranties. To the maximum extent permitted by
law, and as specifically set forth in this Contract, Seller has not, does not and will not make any
representations or warranties, of any kind, oral or written, express or implied, concerning the
Property including, without limitation (i) the value, condition, merchantability, habitability,
profitability, suitability or fimess for a particular use or purpose, of the Property, (ii) the
manner, quality, or state of the Property, or (iii) whether the Property is in compliance with any
environmental protection, pollution or land use laws, role, regulations orders or requirements
including, but not limited to, those pertaining to the handling, generating, treating, storing or
disposing of any hazardous waste or substance, all except as specifically set forth in this
Contract.
5. Evidence of Title.
5.1 Delivery of Prior Owner's Policy. If Seller has not already done so prior
to its execution of this Contract, simultaneously upon its execution of this Contract Seller shall
deliver to Buyer a copy of its prior owner's policy covering the Property.
5.2 Marketable Title. At closing, Seller shall convey to Buyer marketable and
insurable fee simple rifle to the Land, free and clear of all liens and encumbrances subject only to
the Permitted Exceptions.
5.3 Title Commitment. Buyer shall have twenty (20) days from the date of
receiving the prior owner's policy to obtain a Title Commitment and to examine same. The title
policy to be issued pursuant to the Title Commitment shall insure that any and all restrictions and
conditions have not been violated and that any furore violation will not result in a forfeiture or
reversion of rifle; shall contain no survey exceprion; shall contain no printed exceptions and shall
affu-matively insure access to the Property.
5.4 Addirional Exceptions. If the Title Commitment reflects that title to the
Land is subject to any exceptions CAddirional Exceprions ") other than the Permitted Exceprions,
Buyer shall norify Seller in writing of the Additional Exceptions to which Buyer objects within
five (5) days after Buyer's receipt of the Title Commitment. If Buyer receives norice of or
otherwise discovers any Addirional Exceptions after delivery of the Title Commimaent and prior
to the Closing Date, Buyer shall notify Seller in writing of the Additional Exceptions to which
Buyer objects within ten (10) days after Buyer receives notice of such Addirional Exceptions.
5.5 Additional Exceprions Curable by the Payment of Money. Seller shall be
required to cure or remove all Addirional Exceptions which can be cured or removed by the
payment of a liquidated sum of money prior to or on the scheduled Closing Date.
5.6 Addirional Exceprions Not Curable by the Payment of Money. Seller shall
have a period of sixty (60) days after notice from Buyer to cure any Additional Exceptions which
are not curable by the payment of a liquidated sum of money, and the Closing Date shall be
postponed, if necessary, to afford Seller the full sixty (60) days to cure Additional Exceptions.
Seller shall exercise commercially reasonable efforts in curing the Addirional Exceprions, which
shall not include the institution of any lawsuits. If Seller is unable to cure any Additional
Exceprions within the time period provided, Buyer shall have the following options:
5.6.1 Buyer may waive the uncured Addirional Exceptions and accept title
in its existing condirion; or
5.6.2 Buyer may terminate the Contract by sending written notice to Seller;
Seller shall pay to Buyer Buyer's Costs' and, except as specifically set forth in this Contract
neither Buyer nor Seller shall have any further rights or obligations hereunder.
5.7 Postponement of Closing Date. If the Closing Date has been postponed
beyond the originally scheduled Closing Date to afford Seller additional time to cure the
Additional Exceprions, the Closing shall take place no more than ten (10) days after Seller sends
Buyer written notice that all Additional Exceptions have been eliminated.
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6. Survey.
6.1 Delivery of Survey. Within twenty (20) days after the Effective Date
Buyer may cause to be prepared at its expense a current survey (the "Survey") of thc Land. The
Survey shall be prepared by a land surveyor or engineer registered and licensed in the State of
Florida and shall be prepared in accordance with the Minimum Technical Standards for survey in
the State of Florida.
6.2 Survey Defects. Buyer shall have five (5) days from the date of receiving
the Survey to examine same. If the Survey shows any encroachments, gaps, or overlaps, or if the
Survey shows any other defect which would affect the marketability of title to the Property, Buyer
shall notify Seller of such defect within five (5) days after receipt of the Survey and such
encroachment or defect shall be treated in the same manner as title defects are treated under this
Contract.
7. Seller's Maintenance of Property.
7.1 Prior to Closing. Between the Effective Date and the Closing Date, Seller
covenants and agrees as follows:
7.1.1 Seller shall maintain the physical condition of the Property in a
manner substantially consistent with Seller's maintenance during the period preceding the
Effective Date and in accordance with all applicable federal, state and local laws, ordinances and
requirements.
7.1.2 Seller shall not remove any item of Personal Property described in
Exhibit C hereto from the Property.
7.1.3 Seller shall maintain any and aH insurance coverage presently in
effect with respect to the Property, including policies of public liability insurance.
7.1.4 Seller shall observe and keep in force and effect all Permits
necessary or required to carry on the present business being conducted upon the Property.
8. Seller's Representations.
8.1 Representations and Warranties. Seller hereby represents and warrants to
Buyer as follows:
8.1.1 Seller's Authority. Seller has full power and authority to own and
sell the Property and to comply with the terms of this Contract. The execution and delivery of
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this Contract by Seller and the consummation by Seller of the transaction contemplated by this
Contract are within Seller's capacity.
8.1.2 No Legal Bar. The execution by Seller of this Contract and the
consummation by Seller of the transaction hereby contemplated does not, and on the Closing Date
will not result in a breach of or default under any indenture agreement, instrument or obligation to
which Seller is a party and which affects all or any portion of the Property.
8.1.3 Litigation. There are no actions, suits, proceedings or investigations
pending or, to the knowledge of Seller, threatened against Seller or the property and Seller is pot
aware of any facts which might result in any such action, suite or proceeding. If Seller is served
with process or receives notice that litigation may be commenced against it, Seller shall promptly
notify Buyer.
8.1.4 Hazardous Material. To the best of Seller's knowledge and belief as
to all of the following: (a) Seller has conducted no activity on the Property involving the
generation, treatmem, storage or disposal of Hazardous Material; Co) no portion of the Property is
now being used or has ever been used to treat, store, generate or dispose of Hazardous Material;
(c) Seller has received no written notice that any previous owner or tenant conducted any such
activity; (d) Seller has received no written notice of any discharge, spill, or disposal of any
Hazardous Material on or under the Property; (e) Seller has received no written notice from any
Governmental Authority or any other party of any Hazardous Material violatiom concerning the
Property or any portion thereof, nor is Seller aware of any such violation; (f) Seller has received
no written notice as to any locations off the Property where Hazardous Material generated by or
on the Property have been treated, stored, deposited or disposed of; and (g) Seller has no
knowledge of the presence of any Hazardous Materials upon the Property. Seller agrees that it
will indemnify, defend and hold harmless Buyer from any and all claims, judgments, liabilities,
losses, damages, actions, causes of actions, suits, response costs, remediation costs, f'mes,
penalties, fees, and expenses (including reasonable attorneys' fees and expenses, incurred at both
the trial and appellate levels) arising out of or in any way relating to the existence, use, or misuse,
handling or mishandling, storage, spillage, discharge or seepage into the ground, in water bodies
or the ground water (including aquifers) at any tn-ne prior to Closing of any Hazardous Materials
in, on, under, at or used upon the Property.
8.1.5 Parties in Possession. There are no parties other than Seller in
possession of any portion of the Land as lessees, tenants at sufferance or trespassers or otherwise.
8.1.6 Adverse Information. Seller has no information or knowledge of (a)
any action by adjacent landowners, or CO) any other fact or condition of any kind or character
which could materially adversely affect the current use or operation of the property.
8.1.7 Compliance with Laws. To the best of Seller's knowledge, the
Property is in compliance with all applicable Governmental Requirements.
8.1.8 Notices. Seller has received no written notice from any
Governmental Authority or any other party (a) that the Property is in violation of any zoning,
environmental or other land use regulations, and to Seller's knowledge no such notice has been
issued; Co) that Seller is currently in violation, or with the passage of time will be in violation of
the requirements of any ordinance, law, or regulation or order of any Governmental Authority, or
(c) asserting that Seller is required to perform work at the Property and to Seller's knowledge no
such notices have been issued. If Seller receives such a notice or a violation is issued or fried
prior to Closing, Seller shall promptly notify Buyer and shall be responsible to cure any such
violation.
9. Buyer's Representations. Buyer represents and warrants to Seller as of the
Effective Date and as of the Closing Date as follows:
9.1 Buyer's Existence. Buyer is a municipal corporation duly organized,
existing, in good standing and qualified to do business under the laws of the State of Florida.
Buyer has full power and authority to purchase the Land and to comply with the terms of this
Contract.
10. Survival of Representations. All of the representations of Buyer and Seller set
forth in this Contract must be tree upon the execution of this Contract, and must be tree as of the
Closing Date. The representations, warranties and agreements of Buyer or Seller set forth in this
Contract shall survive the Closing for a period of nine (9) months.
11. Closing. Subject to all of the provisions of this Contract, Buyer and Seller will
close this transaction on the Closing Date commencing at 9:00 a.m. The Closing will take place
at the office of Buyer's Attorney unless otherwise agreed by the parties.
11.1.1 Conditions Precedent to Closing. Each of the following shall
constitute a condition precedent to the obligation of the parties to close the transaction
contemplated hereby, each of which must be fulfilled or waived at or prior to Closing.
11.1.2 Seller and Buyer shall have delivered to Closing Agent all
documents and the Purchase Price as required by this Contract to be delivered by the respective
parties;
11.1.3 All of the representations and warranties of Seller and Buyer
contained in this Contract shall be true and correct on the Closing Date in all material respects;
and
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11.1.4 This Contract shall not have been terminated in accordance with
any of its terms.
12. Seller's Closing Documents. At Closing, Seller must deliver the following
documents ("Seller's Closing Documents") to Buyer:
12.1 Deed. The Deed, which must be duly executed and acknowledged by
Seller so as to convey to Buyer good and marketable fee simple title to the Land free and clear of
all liens, encumbrances and other conditions of title other than the Permitted Exceptions.
12.2 Bill of Sale. An absolute bill of sale with full warranty of title conveying
the Personal Property to Buyer free and clear of all liens, encumbrances and security interests.
12.3 General Assignment. A General Assignment conveying the Permits to
Buyer free and clear of all liens, encumbrances and security interests.
12.4 Seller's No Lien, Gap and FIRPTA Affidavit. An affidavit from Seller
attesting that, to the best of Seller's knowledge, as follows: (a) no individual or entity has any
claim against the Land under the applicable contractor's lien law, (b) except for Seller, no
individual or entity is either in possession of the Land or has a possessory interest or claim in the
Land, and (c) no improvements to the Land have been made for which payment has not been
made within the immediately preceding mety (90) days. The affidavit will include language
sufficient to enable the Title Company to insure the "gap", i.e., delete as an exception to the Title
Commilment any matters appearing between the effective date of the Title Commitment and the
effective date of the Title Policy. The Affidavit will also include the certification of non-foreign
status required under Section 1445 of the Internal Revenue Code to avoid the withholding of
income tax by the Buyer.
12.5 Closing Statement. A closing statement setting forth the Purchase Price
and all credits, adjustments and prorations between Buyer and Seller.
12.6 Form 1099. Such federal income tax reports respecting the sale of the
Land as are required by the Internal Revenue Code.
12.7 Trust Affidavit. An Affidavit and/or other documentation required by the
Title Company relative to the trust.
12.8 Disclosure Affidavit. Seller shall also deliver to Buyer at least ten (10)
days prior to Closing, an affidavit in recordable form as required by the provisions of Section
286.23, Florida Statutes.
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12.9 Unless otherwise noted, copies of Seller's closing documents shall be
delivered to Buyer's attorney for review not less than seven (7) days prior to the Closing Date.
13. Buyer's Closing Documents. At Closing, Buyer shall deliver the following
documents ("Buyer's Closing Documents") to Seller:
13.1 Authorizing Resolutions. Certificates of Buyer's municipal resolutions
evidencing authorizing the entering into and execution of this Contract and the consummation of
the transaction.
14. Closing Procedure. The Closing shall proceed in the following manner:
14.1 Delivery of Documents. Buyer will deliver Buyer's Closing Documents,
and Seller will deliver Seller's Closing Documents, to the Closing Agent. Buyer will deliver the
Purchase Price to the Closing Agent.
14.2 Disbursement of Funds and Documents. Once the Title Company has
"insured the gap," i.e., endorsed the Title Commitment to delete the exception for matters
appearing between the effective date of the Title Commitment and the effective date of the Title
Policy, and provided all other obligations to close have been fulfilled, Closing Agent will disburse
Buyer's Closing Documents and the Purchase Price to Seller and Seller's Closing Documents to
Buyer.
15. Prorations and Closing Costs.
15.1 Prorations. The following items will be prorated and adjusted between
Seller and Buyer as of the Closing Date, except as may be otherwise specified:
15.1.1 Taxes. Seller acknowledges and agrees that the Property is being
purchased by an exempt governmental entity and that Seller must comply with Section 196.295,
Florida Statutes regarding real estate taxes.
15.1.2 Pending and Certfied Liens. Certified liens levied by any
Governmental Authority for which the work has been substantially completed and which are
currently due and payable in full will be paid by the Seller. Pending liens and certified liens that
are payable on an installment basis such as monthly, semi-annually, annually or bi-annually or for
which the work has not been substantially completed will be assumed by the Buyer.
15.1.3 Other Items. All other ite,,~s required by any other provisions of
this Contract to be prorated or adjusted or, absent express reference thereto in this Contract, items
normally prorated in the county where the Land is located, will be prorated in accordance with the
standards prevailing in the county in which the Land is located.
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15.2 Seller's Closing Costs. Seller shall pay for the following items prior to or
at the time of Closing:
Documentary stamps on the Deed (including any surtax)
Cost of recording any corrective instruments
Certified and pending governmental special assessment liens for which the
work has been substantially completed
15.3 Buyer's Closing Costs. Buyer shall pay for the following items prior to or
at the time of Closing:
Recording of Deed
Title Commitment
Title Policy
Survey
Pending special assessment liens for which the work
has not been substantially completed
16. Possession. Buyer shall be granted full possession of the Property at Closing.
17. Condemnation and Damage by Casualty.
17.1 Condenmation. In the event of the institution of any proceedings by any
Governmental Authority (other than the Buyer) which shall relate to the proposed taking of any
portion of the Property by eminent domain prior to Closing, or in the event of the taking of any
portion of the Property by eminent domain prior to Closing, Seller shall promptly notify Buyer
and Buyer shall thereafter have the right and option to terminate this Contract by giving Seller
written notice of Buyer's election to terminate within thirty O0) days after receipt by Buyer of the
notice from Seller. Seller hereby agrees to furnish Buyer with written notice of a proposed
condemnation within two (2) business days after Seller's receipt of such notification. Should
Buyer terminate this Contract, then, except as otherwise provided for herein, the parties hereto
shall be released from their respective obligations and liabilities hereunder. Should Buyer elect
not to terminate, the parties hereto shall proceed to Closing and Seller shall assign all of its right,
title and interest in all awards in connection with such taking to Buyer.
17.2 Damage by Casualty. If, after the Effective Date but prior to the Closing
Date, any damage occurs from fire, windstorm or other casualty to the Property, Seller shall
promptly provide notice to Buyer thereof.
17.2.1 Damage Not in Excess of $200,000.00. If the cost to repair such
loss or damage does not exceed Two Hundred Thousand Dollars ($200,000.00), then in such
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17.2.1 Damage Not in Excess of $200,000.00. If the cost to repair such
loss or damage does not exceed Two Hundred Thousand Dollars ($200,000.00), then in such
even the Closing shall be consummated as provided for herein and Seller shall cause said damage
to be repaired and the Property to be restored to the condition in which it existed immediately
prior to such damage. Seller shall effect such repair and restoration before the Closing Date, and
if such damage cannot be repaired by the Closing Date, then at the Buyer's option (a) the Closing
Date shall be postponed until such repairs have been completed, or (b) the reasonable cost of such
repairs, as estimated by the Buyer, shall be withheld from the Purchase Price and paid over to the
Seller upon completion of the repairs and delivery to the Buyer of satisfactory evidence that all
mechanics, labors and materialmen providing services or materials in connection therewith have
been paid in full and the Seller's obligation to complete such repairs promptly shall survive the
Closing hereunder.
17.2.2 Damage in Excess of $200,000.00. If the cost to repair such
damage or destruction exceeds $200,000.00, then within thirty (30) days after written notice
from Seller that such costs exceed $200,000.00, Buyer shall have the option by written notice to
Seller, to terminate this Contract and except as otherwise provided for herein, neither Buyer nor
Seller shall have any further rights or obligations hereunder. Unless Buyer timely notifies Seller
of its election to terminate this Contract, Buyer shall be required to close this transaction in
accordance with the Contract and Seller shah assign unto Buyer any and all insurance proceeds.
In such event, Seller shall have no additional obligation if such insurance proceeds are insufficient
or unavailable to repair such damage.
18. Default.
18.1 Buyer's Default. In the event that this transaction fails to dose due to a
refusal or defav:lt on the part of Buyer, the sole right of the Seller shall be to recover, and the sole
liability of the Buyer shall be to pay to Seller the Deposit as agreed upon liquidated damages and
thereafter, except as otherwise specifically set forth in this Contract, neither Buyer nor Seller shall
have any further obligation under this Contract. Buyer and Seller acknowledge that if Buyer
defaults, Seller will suffer damages in an amount which cannot be ascertained with reasonable
certainty on the Effective Date and the amount of the liquidated damages to be paid to Seller most
closely approximates the amount necessary to compensate Seller in the event of such default.
Buyer and Seller agree that this is a bona fide liquidated damages provision and not a penalty or
forfeiture provision. The Seller shall not be entitled to any other remedy against Buyer.
18.2 Seller's Default. In the event that this transaction fails to close due to a
refusal or default on the part of Seller, Buyer shall have the option to terminate the Contract in
which event Seller shall reimburse Buyer for Buyer's Costs, and thereafter neither Buyer nor
Seller shall have any further obligation hereunder, or, in the alternative, Buyer shall have the right
to seek specific performance or damages against Seller.
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19. Real Estate Commission. Seller represents and warrants to Buyer and Buyer
represents and warrants to Seller that there are no brokers, salespersons or finders involved in this
transaction. Seller and Buyer (to the extent permitted by law) agree to indemnify and hold each
other harmless from any and all claims for any brokerage fees or similar commissions asserted
by brokers, salespersons or finders claiming by, through or under the indemnifying party. The
provisions of this Section shall expressly survive the Closing or termination of this Contract.
20. Notices. Any notice, request, demand, instruction or other communication to be
given to either party hereunder, except where required to be delivered at the Closing, shall be in
writing and shall be hand-delivered or sent by Federal Express or a comparable overnight mail
service, or mailed by U.S. registered or certified mail, return receipt requested, postage prepaid,
to Buyer, Seller, Buyer's Attorney, and Seller's Attorney, at their respective addresses set forth in
Section 1 of this Contract. Notice shall be deemed to have been given upon receipt or refusal of
delivery of said notice. Notices may be given by telecopy provided a hard copy of such notice is
mailed in accordance with this Section on the next business day following such telecopy delivery.
The addressees and addresses for the purpose of this paragraph may be changed by giving notice.
Unless and until such written notice is received, the last addressee and address stated herein shall
be deemed to continue in effect for all purposes hereunder.
21. Assignment. This Contract may only be assigned by Buyer with Seller's prior
written consent such consent not to be unreasonably withheld or delayed. Upon any permitted
assignment Buyer shall be relieved of all obligation hereunder provided that Buyer's assignee shall
be obligated to close under this Contract in the same manner as Buyer. In the event of permitted
assignment of this Contract by Buyer, a duly executed Assignment of this Contract shall be
delivered to Seller on or before the Closing Date.
22. Miscellaneous.
22.1 Counterparts. This Contract may be executed in any number of counterparts,
any one and all of which shall constitute the contract of the parties and each of that shall be
deemed an original.
22.2 Section and Paragraph Hearings. The section and paragraph headings herein
contained are for the purposes of identification only and shall not be considered in coustming this
Contract.
22.3 Amendment. No modification or amendment of this Contract shall be of any
force or effect unless in writing executed by both Seller and Buyer.
22.4 Attorneys' Fees. If any party obtains a judgment against any other party by
reason of breach of this Contract, Attorneys' Fees and costs shall be included in such judgment.
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22.5 Confidentiality. Except as may be required by Chapter 119, Florida Statutes,
during the term of this Contract, neither Seller nor Buyer or their respective officers or employees
shall divulge or communicate any of the particular terms of this Contract or the existence of this
Contract or any matters related to this transaction to any third party (except for counsel). Buyer
may communicate with professional agents or consultant who are necessary for advising Buyer
regarding any inspections or due diligence items set forth in this Contract. Neither Seller nor
Buyer shall divulge any information to third parties without speci~c written consent of the other
party. After closing, Seller may disclose any information that is in the public records, and Buyer
may disclose any information that it desires to disclose.
22.6 Governing Law. This Contract shall be interpreted in accordance with the
internal laws of the State of Florida, both substantive and remedial.
22.7 Entire Contract. This Contract sets forth the entire agreement between Seller
and Buyer relating to the Property and all subject matter herein and supersedes all prior and
contemporaneous negotiations, understandings and agreements, written or oral, between the
parties.
22.8 Time is of the Essence. Time is of the essence in the performance of all
obligations by Buyer and Seller under this Contract.
22.9 Computation of Time. Any reference herein to time periods of less than six
(6) days shall exclude Saturdays, Sundays, and legal holidays in the computation thereofi Any
time period provided for in this Contract which ends on a Saturday, Sunday or legal holiday shall
extend to 5:00 p.m. on the next full business day.
22.10 Successors and Assigns. This Contract shall inure to the benefit of and be
binding upon the permitted successors and assigns of the parties hereto.
22.11 Acceptance Date. This Contract shall be null and void and of no further
force and effect unless a copy of same executed by Seller is delivered to Buyer by the close of
business on the Acceptance Date.
22.12 Construction of Contract. All of the parties to this Contract have
participated freely in the negotiation and preparation hereof; accordingly, this Contract shall not
be more strictly construed against any one of the parties hereto.
22.13 Gender. As used in this Contract, the masculine shall include the feminine
and neuter, the singular shall include the plural and the plural shall include the singular as the
context may require.
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23. Escrow Agent. Escrow Agent agrees to perform its duties as required in this
Contract. In the event Escrow Agent is in doubt as to its duties or liabilities under the provisions
of this Contract, Escrow Agent may, in its sole discretion, continue to hold the Deposit which has
been delivered to it until the parties mutually agree as to the disbursement or distribution thereof
or until a judgment of a court of competent jurisdiction determines the rights of the parties
thereto; alternatively, Escrow Agent may deposit the Deposit then being held pursuant to the
terms of this Corm'act with the Clerk of the Circuit Court of Dade County, Florida, and upon
notifying all parties concerned of such action, Escrow Agent shall have no liability by reason of
its acting as escrow agent hereunder, except to the extent of accounting for any of the Deposit
previously delivered out of escrow. In the event of any suit between Seller and Buyer in which
Escrow Agent is made a party by virtue of its acting as an escrow agent hereunder, or in the event
of any suit in which Escrow Agent deposits the Deposit or any other funds being held pursuant to
the terms of this Agreement in any interpleader action, Escrow Agent shall be entitled to recover
its costs in connection with such suit, including reasonable attorneys' fees in all trial, appellate
and bankruptcy court proceedings, which shall be payable by the non-prevailing party. All parties
hereto agree that Escrow Agent shall not be liable to any party or person whomsoever for the
failure of any financial imfitution in which the Escrow Agent places all or a portion of the
Deposit, or for misdelivery to Seller or Buyer of the Deposit or other funds held pursuant to the
terms of this Contract, unless such misdelivery shall be due to willful breach of this Agreement or
gross negligence on the part of the Escrow Agent. Nothing heroin contained shall preclude
Escrow Agent from representing Buyer in connection with this sale-purchase transaction or any
dispute or litigation arising out of this Contract.
[THE REST OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties have executed this Contract as of the dates
indicated below.
SELLER:
/dA ~, ~, ~ d bt, ~b GLADYS Mffg~2HNEID~ER, TRUSTEE-'
Dated: October (~ , 1998
BUYER:
CITY OF AVENTURA,
a Florida municipal corporation
Attest'.~J~(~ /.~~t,~ Title: City anag,'r ~ /
Vintage Clerk /e~L~Pr Ol .S~"tlq t Ocli._ ~ ~
~ l'~/ Dated: October ~/, 1998
Approved as to legal form
and sufficiency:
City Attorney L~
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SCIZIEDULE OF EXttIBITS
EXHIBIT A Legal Description of the Land
EXHIBIT B Permitted Exceptions
EXHIBIT C Inventory of Personal Property
EXHIBIT D Schedule of Permits
328001 Contract for Purchase & Sale - Schneider - Final
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A portion of the S~th Half of Section 3, Township 52 South, Range 42
East, Dade County, Florida, more particularly described as follows:
COMMENCE at the center of said Section 3; thence run North 89' 50'55"
West.along the North line of {he Southwest 1/4 of said Section 3 for a
distance of 670.26 feet to the Northwest corner of the East 1/2 of the
Northeast 1/4, of the Southwest 1/4 of said Section 3, thence run
South O0· 39' 25" East along the West line of the east 1/2 of the
Northeast 1/4 of the Southwest 1/4 of said Section $ for a distance of
1107.11 feet to a point; thence run North 89020'35" East for a
distance of 1816.25' feet~to a point; thence run North 90. 39' 25"
West for a distance of 345.18 feet to the centerline of a canal;
thence run South 89" 56' 45" East, along the centerline of said canal
for a distance.'of 426.33 feet to the point of beginning of the tract
of land hereinafter described: Thence continue South 89" 56' 45" East
for a distance of 414.96 feet to a.point; thence run South.00. 31' 59"
East for a distance of 334.74 feet to a point; thence run South 89"
20' 35" West for a distance of 400.00 feet to a point; thence run
North 00" 39' 25" West for a distance of 15.00 feet to % point on the
North right-of-way line of N.E. 188th Street; thence run South 89" 20'
35" West, along said North right-of-way line, for a distance of 14.20
feet to a point; ~henoe run North 00" 39' 25" West for a distance of
324.89 feet to the Point of Beginning. '
EX]{IBIT "A"
EXHIBIT "B"
NONE
EXHIBIT "C"
NOI'4E
EXHIBIT "D"
NONE