The agreement is for the purchase and sale of development rights between North Bay Village and a purchaser. The purchase price is to be paid in installments, with an initial deposit and the balance at closing. The agreement includes warranties from the seller, conditions precedent to closing, and details regarding closing procedures. The closing date is set for a specific date in 2025. The agreement also outlines default remedies for both the seller and the purchaser, closing costs, and other relevant provisions.
The bid notice states provided that the representations and warranties contained herein are true and correct, this transaction shall be closed and seller shall transfer the transferred dwelling units to purchaser on or before insert date, 2025 closing date or closing.
The bid notice states he purchase price to be paid for the transferred dwelling units shall be insert purchase price in written format insert purchase price in numerical format which shall be payable by purchaser as follows: a. an initial deposit of insert amount no less than 10 of purchase price percent insert has beenshall be paid by purchaser to seller on or before insert date no more than 30 days after commission approval of sale, 2025, in the sum of insert initial deposit amount in written format insert initial deposit amount in numerical format initial deposit which is beingshall be held by seller pursuant to that certain tdr escrow agreement dated insert date of escrow agreement, 2025 between seller and purchaser. b. the balance of the purchase price, in the sum of insert balance amount in written format insert balance in numerical format shall be paid at closing by wire transfer of immediatelyavailable funds cash to close by purchaser to seller in accordance with the provisions hereof.
The bid notice states seller represents, warrants and covenants to purchaser as follows the warranties, which warranties shall be deemed to be restated at, and shall survive, the closing: a. seller has good title to the transferred dwelling units. b. seller owns the sending property and shall convey title to and deliver possession of the transferred dwelling units to purchaser in the manner rfp exhibit a contemplated herein at closing free of all financing and all other liens and encumbrances which adversely affect purchasers ability to use the transferred dwelling units. c. no parties except seller are in possession of, or have any right to possess, any of the transferred dwelling units as of the effective date hereof. d. there are no mechanics liens, uniform commercial code liens or other recorded or unrecorded liens against the sending property that would grant any mortgagee, lienor, or potential lienor any right, title, or interest in the transferred dwelling units, or, if any such rights or interests exist, all applicable parties have renounced or waived any right, title, andor interest in the transferred dwelling units. e. to the best of sellers knowledge, there are no pending, threatened or contemplated litigation, condemnation, or assessments affecting the transferred dwelling units or the sending property. seller shall promptly advise purchaser of any litigation, condemnation or assessments affecting the transferred dwelling units or the sending property, which is instituted or threatened after the effective date and of which seller becomes aware. f. from and after the effective date until the closing date, no part of the sending property will be alienated, encumbered or transferred in favor of or to any party whatsoever, and seller will execute no instrument which will affect title to or the quality or quantity of the transferred dwelling units. g. except as set forth in the warranties contained in this section 4, seller is selling the transferred dwelling units to purchaser on a strictly as is basis and without any representations or warranties of any kind, including oral, express and implied.
The bid notice states in the event purchaser breaches any of its obligations, covenants, representations or warranties contained in this agreement, insert amount to be determined of the deposit shall be retained by seller as rfp exhibit a liquidated damages and not as a penalty, sellers damages not being otherwise ascertainable or reasonably calculable in advance and the balance of the deposit i. e. , insert balance, together with all accrued interest thereon, if any, shall be immediately refunded by seller to purchaser. in the event of any such default, seller shall have no other remedy against purchaser, and upon the payment of said deposit to seller, this agreement shall be terminated, deemed null and void and of no force and effect, whereupon purchaser and seller shall be released of all further obligations hereunder, except for those which expressly survive the termination of this agreement. to the extent that a court of competent jurisdiction determines that the liquidated damages provided for in this paragraph are unenforceable as a penalty, such court shall reduce the liquidated damages to insert amount.
