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1st Revised Contract for Sale \ FIRST REVISED CONTRACT FOR SALE AND PURCHASE OF REAL PROPERTY This is a contract for sale and purchase of real property located at 1701 Normandy Drive, Miami Beach, Florida between North Beach Investment Group, Inc., a Florida Corporation (NBIG), UNlOAD of Miami Beach, Inc., a Florida non-profit corporation (UNIDAD), and Kent Harrison Robbins, a single man, (Robbins). The City of Miami Beach, a Florida municipal corporation (CITY), joins this contract for the specific purposes stated herein. WHEREAS, North Beach Investment Group is the fee simple owner of record of the vacant parcel of real estate commonly known as 1701 Normandy Drive, Miami Beach, Florida; and WHEREAS, Kent Harrison Robbins is the legal owner of the coral rock house at 7644 Collins Avenue and wishes to preserve this coral rock house and donate the coral rock house to UNIDAD; and WHEREAS, The City of Miami Beach wishes to facilitate the preservation of the coral rock house and to facilitate the creation of a permanent Hispanic Community Center in Miami Beach; and WHEREAS, UNIDAD wishes to create a permanent Hispanic Community Center at 1701 Normandy Drive in the coral rock house; and WHEREAS, North Beach Investment Group is willing to relocate the coral rock house at 7644 Collins Avenue to 1701 Normandy Drive under the terms of this contract; WHEREAS, Community Development Block Grant funds of $200,000 awarded to UNlOAD on July 26, 1995 are reserved for the Hispanic Community Center under a sub-recipient contract between the City of Miami Beach and UNlOAD. WHEREAS, the City of Miami Beach Planning Board has approved UNIDAD's application for conditional use of a Hispanic Community Center in the relocated coral rock house at 1701 Normandy Drive and the time for appeal of that decision has expired. THEREFORE, it is understood and agreed between the parties as follows; UNIDAD agrees to pay North Beach Investment Group, Inc. $200,000 from the community development block grant funds for the purchase of the real property located at 1701 Normandy Drive, Miami Beach, Florida and North Beach Investment Group, Inc., agrees to accept the $200,000 upon the satisfaction of the following conditions precedent to the closing of this contract: 1 -' . 1. Within 15 days of the date of this contract and at the expense of the City of Miami Beach, UNlOAD will ob-tain an appraisal of the vacant parcel of property located at 1701 Normandy Drive, the proposed new foundation on that site, and the superstructure of the coral rock house presently located at 7644 Collins Avenue. Should that appraisal fail to establish that the subject property, with the foundation and relocated house, has an estimated fair market value of at least $200,000, UNlOAD may cancel this contract without any further obligations. 2. The City will extend the permit for demolition of the coral rock house for the time this contract is in effect and thirty days after the date of any cancellation of this contract. This extension of time will run consecutive to the current time remaining under the current demolition permit and will not be less than 180 days. This contract shall not prejudice Robbins' rights to demolish the coral rock house under the demolition permit. Within 20 days of the date of this contract, the relocation agreement between the CITY and Robbins will be modified for the purpose of permitting the relocation of the coral rock house to 1701 Normandy Drive for the use of UNlOAD, for the substitution of that address in the relocation agreement, and for the ratification of this contract in that agreement. The parties will cooperate in the preparation of the City of Miami Beach Housing and Community Development submission disclosing this contract to the State Historic Preservation Office (SHPO). This submission will be completed and forwarded to SHIPO within 10 days from the date of this contract. 3. Within 30 days after the approval of this contract and within 30 days of the date of the Notice of Finding of No Significant Impact on Environment and Intent to Release Funds, whichever event occurs later, NBIG will commence the procedures to relocate the coral rock house to 1701 Normandy Drive. The completion date for the placement of the structure on the new foundation on Normandy Drive will not exceed 90 days from the date of commencement. This time can be extended by the mutual agreement of the parties. The total expenses for planning, preparing, relocating, and preparing the foundation as well as engineering and insuring have been estimated as not exceeding $80,000. Should NBIG not be able to secure all the necessary goods and services to comply with this contract for a sum not to exceed $80,000, NBIG and Robbins have the option to cancel all further obligations under this contract. 4. UNlOAD at its expense will design the new foundation and site plan under the direction of Architect Todd Tragash. The foundation plan will be provided to NBIG within 20 days of the date of execution of this contract by the parties. Kent Harrison Robbins has provided all existing "as built" plans in Robbins' possession to Tragash without charge. Site preparation, excluding the construction of the new foundation, will be the responsibility of UNlOAD. Site preparation shall include clearing the lot and soil investigation. NBIG is responsible for the permitting of the new site and UNlOAD is responsible for all government fees related to the new site. It is agreed and 2 understood between the parties that UNlOAD must either raise additional funds or secure commitments from third parties to cover the costs of site preparation and payment of government fees. UNlOAD shall have 30 days from the execution of this agreement to raise such funds or secure commitments. If at the end of 30 days, UNlOAD is unable to accomplish this goal, NBIG will provide UNlOAD with an interest free loan to cover the cost to prepare the site and to pay all government fees. This loan shall be repaid from grants, other than community development block grants, or private donations obtained for this purpose. Should NBIG not be able, for any reason, to provide the loan to UNlOAD, UNlOAD shall have the right to cancel this contract. 5. Kent Harrison Robbins will donate and give the coral rock house to UNlOAD at the time it is placed on the foundation at 1701 Normandy Drive. Should the appraisal of the vacant land be less than $200,000, the donation will be for only that part of the value of the house which will cause an appraisal to exceed the $200,000 valuation for the lot, new foundation, and relocated house. Subject to the verification procedure noted below, UNlOAD will accept the donation of the superstructure of the coral rock house "as is" and with the damage arising from the preparation of the house for relocation pursuant to the plans and specifications prepared by Herbert Gopman, P.E. At the expense of NBIG, structural engineer Herb Gopman will inspect and provide a report as to the structural integrity of the relocated building subject to any presently existing defects in the building and a report as to the condition of the coral rock (oolite limestone) cladding subject to any presently existing defects. At the expense of UNlOAD, UNlOAD may appoint a structural engineer to certify the structural integrity of the relocated building and to certify the condition of the coral rock cladding. In the event that the relocated structure is not structurally sound and the contingency fund described in paragraph 17 below is not sufficient to pay for any "Excess Remedial Work", as defined in paragraph 17 below, UNlOAD shall have the option of canceling this contract and UNlOAD will have no further obligations under this agreement. In the event of any dispute as to the structural integrity of the building and/or the condition of the coral rock cladding, the CITY Building Official will make the final determination of the structural integrity of the relocated building and the condition of the coral rock cladding. In no case is UNlOAD requiring that the building structure have a structural integrity greater than the present structural integrity. The superstructure of the house must be prepared prior to the relocation in accordance with the requirements of Russell Building Movers, Inc. and Herbert Gopman, P.E. UNlOAD acknowledges that preparation of the house for relocation may also result in the removal of the bathrooms and kitchen fixtures as well as the removal of the existing floors on the first floor. Other than the construction of a new foundation and first floor framing as well as the placement of the coral rock house on that foundation (and any remedial work to restore the structural integrity to be paid as specified in paragraph 17 below), NBIG will not be responsible for any construction work on the site except as specified below. NBIG agrees that it will prepare the foundation with 3 sleeves to allow for the connection of all utilities required to be placed underground. NBIG also agrees that should in excess of 25% of the oolite limestone rock on the superstructure fall from the structure or be damaged during the course of the relocation process, from the beginning of the preparation of the house through the removal of the plywood surrounding the house after placement on the new foundation, NBIG may elect to either reattach the fallen or damaged oolite limestone in excess of 25% to be paid from the contingency fund described in paragraph 17 below and proceed under this Contract or NBIG will release UNIDAD from this contract, and Robbins and NBIG will have no further obligations. Should NBIG not be able, for any reason, to comply with its obligations under this paragraph, UNIDAD will have the right to cancel this contract. Should the coral rock house not be relocated to the site, UNIDAD will be released from this contract and will have no other remedies against NBIG and Robbins. Robbins will not be responsible for any construction work on the site. 6. All work will be insured. Bodily injury and property damage liability coverage in the amount of $1,000,000 for each occurrence and products/completed operations liability coverage in the amount of $1,000,000 for the preparation, relocating and siting of the coral rock house at 7644 Collins Avenue, at 1701 Normandy Drive, and along the route between those addresses. The structure will be insured for an amount no less than $80,000 for all perils damage during relocation and for the maximum allowable amount as c'argo. Robbins and NBIG will be the named insureds and the CITY and UNIDAD will be additional insureds as their interests may appear. If insurance for these coverages are not available, this contract may be canceled. The cost of insurance shall be borne by NBIG. 7. All reasonable closing costs including documentary stamps, recording fees, survey, evidence of title, and title policy update, shall be borne by NBIG. NBIG will prepare the warranty deed and loan documents. Each of the parties are responsible for their own attorney fees. The closing will be at a mutually convenient location. 8. As to the CITY and Robbins, this contract and the actions of the parties pursuant to this contract shall not restrict or affect the rights, remedies, privileges, immunities, claims and causes of actions that they may have now or may accrue in the future that arise from any controversy concerning 7600-7644 Collins Avenue. 9. Time is of the essence in the performance of this agreement. Any modification must be made in writing and signed by NBIG, Robbins, and UNIDAD. In the event that the relocation of the coral rock house cannot be completed within a six month period, NBIG or UNIDAD may elect to cancel this contract and UNIDAD, NBIG and Robbins will have no further liability under this contract. 10. This contract shall be governed by Florida law. 4 11 . In the event of any conflict arising out of or relating to the terms of this agreement, the NBIG ar:ld UNlOAD agree to binding arbitration before the American Arbitration Association. NBIG and UNlOAD agree that William H. Cary, Historic Preservation Coordinator for the City of the Miami Beach, shall resolve any dispute concerning the method of restoration of the coral rock cladding and the adequacy of the restoration. 12. Solely from the proceeds paid from the $1,000,000 insurance coverage policy specified under paragraph 6 of this Contract and only under the terms and conditions of said insurance coverage, NBIG, Robbins and UNlOAD shall indemnify the City and hold the City harmless from all claims and expenses for personal injury and property damage caused by the transportation of the house along the public lands and streets of Miami Beach, Florida. The CITY's risk management department shall review said insurance policy to assure that the policy under paragraph 6 covers this limited indemnification. 13. The CITY is cooperating with the other parties to this Contract for the limited purpose of facilitating the preservation of the coral rock house and the creation of a permanent Hispanic Community Center. The CITY and the other parties to this contract do not intend that this Contract create new obligations by the CITY to the other parties that would cause the CITY to be exposed to any cause of action for liability for monetary damages in excess of $1,000 arising from the CITY's unintentional breach of its new obligations that specifically arise from this Contract. To the extent that the City unintentionally breaches this Contract by breaching any new obligation specifically arising from this Contract, the CITY's liability for monetary damages is limited to $1,000. The parties may seek specific performance of the CITY's obligations under this Contract. Nothing contained in this paragraph or elsewhere in this Contract is intended to be a waiver of the limitation placed upon the CITY's liability as set forth in Section 768.28, Florida Statutes. Nothing contained in this paragraph or elsewhere in this Contract shall in any way restrict or affect the rights, remedies, privileges, immunities, claims and causes of actions that Robbins may have now or may accrue in the future that arise from any controversy concerning 7600-7644 Collins Avenue. 14. Each of the named agents and/or representatives below represent that they have authorization and/or corporate authority to enter into this agreement and may bind their principals with respect to this transaction. 15. NBIG, Robbins, UNlOAD and the CITY agree that each of these parties jointly prepared this Contract. 16. NBIG represents that there is no obligation to pay any real estate broker concerning this transaction. NBIG will defend against the claims of any broker and indemnify the other parties from such claims. 5 17. This contract is contingent upon UNIDAD securing, within 20 days of the date of this contract, $50,000 for a contingency fund to pay for the remedial work necessary to meet the structural integrity requirements of this contract and to replace or repair the fallen or damaged coral rock cladding in excess of 25%. The remedial work to meet the structural requirements of this contract as well as to replace and/or repair the coral rock cladding in excess of 25% will be referred to herein as "Excess Remedial Work." Should the costs to complete the "Excess Remedial Work" be greater than $50,000, NBIG has the choice of electing to pay for such additional remedial work and repair costs exceeding the $50,000 or canceling this contract. After relocating the structure on the new foundation and upon NBIG and UNIDAD agreeing that the contingency fund would be adequate for payment of any "Excess Remedial Work," this contract will close and, after closing, NBIG shall remain responsible for assuring that all "Excess Remedial Work" is completed and to pay the costs that may exceed the $50,000 contingency fund. Dated this 22nd day of December 1995 by the last signatory: Norxch Investment GroJl7J~c. By: j.-~ ~ Kent Harrison Robbins P,,,;d,", ~ ~~ Socrates Alvar ~ Vice-President The ~ UNIDAD of Miami Beach, Inc. By: t~ ~ (y. Victor Diaz / President ~b f2tL Kent Harrison Robbins FORM APPROVm lEG~t~EP;!. By 1L!:f ~ Date \ v/\\/~5 6