Purchase and Sale Agreement with Housing Authority of CMB 0.1 2 7 `7 1
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ( "Agreement ") is executed by and
between the City of Miami Beach ( "City" and/or "Buyer ") a Florida municipal corporation, and
the Housing Authority of the City of Miami Beach, a Florida public housing authority ( "Seller ").
RECITALS
A. Seller owns all of the Land described in Exhibit A;
B. Seller desires to sell, and Buyer desires to purchase from Seller, a perpetual
easement over a portion of the Land (hereinafter, the "City Easement "), as identified in Exhibit
B (hereinafter the "Property" or "Easement Property "); and Seller desires to retain title to the
Land while granting the City Easement to that portion of Land identified in Exhibit B, and
retaining the floor area ratio (FAR) of the Easement Property for the benefit of the HACMB's
remaining property, Parcel C;
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, Seller agrees to sell to City the City Easement, and City agrees to purchase the
City Easement from Seller on the terms and conditions contained herein:
Section 1. Definitions and References. The following terms, as used in this
Agreement, have the following meanings:
"Agreement Date" means the date upon which this Agreement was approved by
the Mayor and City Commission of the City of Miami. Beach or September 15, 2010.
"City Easement" shall mean a perpetual easement for the West Avenue Bridge
Project, which shall provide, without limitation for the design, development, construction,
operation, maintenance, repair, renovation, and improvement of a public street, including a
bridge, for vehicular and pedestrian access, on, over and across the Property.
"Closing" means the consummation of the sale and conveyance of the City
Easement by Seller to City and payment of the Purchase Price by City to Seller, pursuant to
Section 8.1 of this Agreement.
"Closing Date" means the date upon which the Closing occurs, as set forth in
Section 8.1 of this Agreement.
"Contracts" means all contracts, and other agreements, written or oral, governing
or relating to the Property.
"County" means Miami -Dade County, a political subdivision of the State of
Florida.
"Development Agreement" means the agreement between the City and Seller
pertaining to the parties' respective rights and obligations as to (for City) the development of the
West Avenue Bridge Project, and (for Seller) the development of an affordable housing project
referred in said Development Agreement as the " HACMB Prof" As part of the Development
Agreement, the City recognizes that the floor area ratio (FAR) for the Easement Property
(Parcels A and B) shall run to the benefit of Parcel C, regardless of who the future owner is of
Parcel C (i.e. whether the owner is the HACMB or an independent third - party).
"Hazardous Substances" means - (i) — those substances =included definitions of "hazardous substances," "hazardous materials," "toxic substances" or "solid
waste" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C. § 960, et seq., the Resource Conservation and Recovery Act of 1976, 42
U.S.C. § 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, RI seq., or
the Clean Water Act, 33 U.S.C. § 1321, et seq., and in the regulations promulgated pursuant
thereto; (ii) those substances listed in the United States Department of Transportation Table (49
CFR § 172.101) or by the Environmental Protection Agency as "hazardous substances "; (iii)
such other substances, materials and wastes which are regulated, or classified as hazardous or
toxic, under applicable local, state or federal law or regulations; and (iv) any material, waste or
substance which is petroleum, asbestos, polychlorinated biphenyls, flammable explosives or
radioactive materials.
"Inspection Period" has the meaning set forth in Section 7.1.
"Land" means the real property legally described on Exhibit A attached hereto,
together with all tenements, hereditaments, development rights, easements, privileges,
reversions, remainders and other rights and appurtenances belonging or in any manner
appertaining thereto, including without limitation all reversionary interests in and to any
adjoining or abutting rights -of -way.
"Permitted Exceptions" means the title exceptions set forth in Exhibit C hereto,
and those revealed by the Title Commitment to which City has not objected by notice to Seller
within the objection period described in Section 2.1.
"Purchase Price" has the meaning set forth in Section 2.1.
"Property" (or "Easement Property ") means the City Easement area as listed on
Exhibit B;
"Survey" means the survey of the Land to be prepared by the Surveyor, as set
forth in Section 3.2, that will include separate legal descriptions for the Property and the Land.
"Surveyor" means a licensed land surveyor approved by City and Seller and
acceptable to Title Company.
"Title Agent" means an agent for the Underwriter designated by City by whom
the Title Commitment and Title Policy are to be issued.
"Title Commitment" means the Form B Owner's Marketability Title Insurance
Commitment issued or to be issued to City with respect to the Property and the City Easement, as
contemplated by Section 3.1, which will include copies of all matters for which exception is
made in Schedule B, Section II thereof.
"Title Policy" means the Form B Owner's Marketability Title Insurance Policy to
be issued to City pursuant to the Title Commitment.
"Underwriter(s)" means Chicago Title Insurance Company or another insurer
acceptable to City, for and upon whom the Title Commitment and Title Policy are to be written
and issued.
Section 2. Purchase Price and Terms of Payment.
2.1 Purchase Price. The purchase price for the City Easement shall be One
Million Six Hundred Thirty Five Thousand ($1,635,000.00) (the "Purchase Price "), subject to
adjustments and prorations as herein provided. The Purchase Price will be paid by City to Seller
as and when required by Section 8 hereof.
Section 3. Title Evidence.
3.1 Title Insurance Commitment. Within 180 business days] after the
Agreement Date, City shall cause the Title Agent to issue upon the Underwriter the Title
Commitment in an amount equal to the Purchase Price (with such affirmative endorsements as
may be reasonably obtainable and requested by City) and having an effective date subsequent to
the Agreement Date. The Title Commitment shall show that Seller is vested with and can
convey to City good, marketable, and insurable easement title to the Property, and to the City
Easement, subject only to the Permitted Exceptions. City will have until thirty (30) business
days after receipt of the Title Commitment within which to cause the Title Commitment and
Survey to be examined and to notify Seller of any objections to Seller's title reflected by the
Title Commitment and/or Survey. Seller may, but shall have no obligation to, elect to cure or
remove, at or prior to Closing, any objection raised by City. If Seller elects not to, or is unable
to, cure or remove any objection , City, at City's sole option, may:
(a) accept title to the Property, and the City Easement, in its then
existing condition without an adjustment in the Purchase Price and proceed with Closing; or
(b) terminate this Agreement by written notice to Seller, in which case
this Agreement will be null and void and the parties hereto will have no further rights or
obligations hereunder.
3.2 Survey. Within 180 business days after the Agreement Date, Buyer may
obtain a survey of the Land at Buyer's cost (the "Survey ") certified to Buyer, Seller, the Title
Agent, and the Underwriter and including a surveyor's certificate approved by Buyer. If the
Survey shows any encroachment, hiatus, or other condition which would affect the marketability
of title to the Land; or the conveyance of marketable, insurable easement title to the Property
and/or the City Easement; or could have an effect upon the use of the Property in general; or
upon the use of the Property specifically for the West Avenue Bridge Project, Buyer will have
the right to object to such condition as a defect in title pursuant to the provisions of Section 3.1
hereof.
3.3 Subsequent Matters. If subsequent to the effective date of the Title
Commitment new title exceptions are discovered or if subsequent to the certification date of the
Survey new matters of survey are discovered, City shall have a period of thirty (30) business
days after City has actual knowledge thereof to raise new objections,
in which case the
provisions of Section 3.1 and/or Section 3.2 as applicable shall thereupon apply as to the new
objections.
Section 4. Seller's Representations and Warranties. Seller hereby represents and
warrants to City as follows:
4.1 Due Execution and Performance. This Agreement has been duly executed
and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller,
enforceable in accordance with its terms. The City Easement and all other documents,
instruments and agreements required to be delivered by Seller pursuant to this Agreement
including, without limitation, a covenant or covenant in lieu of unity of title for the Land, will be,
when executed and delivered, duly executed and delivered by Seller and constitute the legal,
valid and binding obligations of Seller enforceable in accordance with their respective terms.
Neither the execution, delivery, or performance of this Agreement, or any document, instrument
or agreement required to be delivered by Seller pursuant hereto, nor the consummation of the
transactions contemplated hereby, is prohibited by, or requires Seller to obtain the consent,
approval, or authorization of, or notice to or filing or registration with, any person, public
authority, court, or any other entity having jurisdiction over Seller or the Property.
4.2 Binding Agreements. The execution and delivery by Seller of this
Agreement and the performance by Seller of Seller's obligations hereunder including, without
limitation, execution and delivery of the City Easement, do not and will not conflict with, or
result in, a breach of, or a default or violation under, any contract, agreement, or arrangement to
which Seller is a party, or any statute, decree, judgment, regulation, order, or rule of any
governmental authority or court having jurisdiction over Seller or the Land.
4.3 Mechanic's Liens. At Closing, there will not be any unpaid bills for labor,
services, or work performed or rendered upon the Land, or for materials or supplies furnished or
delivered to the Property and Land, that could result in the filing of mechanics', materialmen's,
or laborers' liens upon the Property or the Land.
4.4 Litigation. There are no suits or proceedings pending or, to Seller's
knowledge, threatened against or concerning Seller or any portion of the Land. Seller has
received no written notice and has no knowledge of any pending or threatened condemnation,
taking or similar proceeding affecting the Land, or any portion thereof, or any pending public
improvements in or about any portion of the Land that could result in special assessments or
assessments against or affecting the Land.
4.5 Sales Taxes. Seller has paid all sales taxes due with respect to the Land
and any rents or other revenue therefrom.
4.6 Hazardous Substances. Other than as disclosed by the environmental
reports delivered to the City, that are listed in Schedule 4.6 hereto, Seller has no knowledge of (i)
any Hazardous Substance present on or within the Land or otherwise adversely affecting the
Land; (ii) any present or past generation, recycling, reuse, sale, storage, handling, transport,
and/or disposal of any Hazardous Substance on or within the Land; or (iii) any failure to comply
with any applicable governmental, environmental laws, regulations, ordinances or orders relating
to the generation, recycling, reuse, sale, storage, handling, transport, and/or disposal of any
Hazardous Substance. City is entitled to conduct an environmental audit (including, without
limitation, a Phase I evaluation) of the Land prior to Closing. The Seller does not assume any
responsibility or liability for Hazardous Substances on or within the Property, and City shall be
solely responsible for, and agrees to perform at City's sole cost, all remediation costs with
respect thereto, including any remediation due to naturally occurring arsenic levels.
4.7 Contracts. There are no Contracts in effect with respect to the Property.
4.8 Leases. There are no leases or occupancy agreements in effect with
respect to the Property.
4.9 Adverse Information. Seller has no knowledge of any judicial or
administrative action, or any action by adjacent landowners, or any other fact or condition
relating to the Land that would adversely affect the City Easement or development and use of the
Property by the City for the West Avenue Bridge Project.
4.10 Compliance With Laws. The Land and the Property, including the
present uses thereof, are in compliance with all applicable federal, State, and local laws,
ordinances, regulations, statutes, rules and restrictions (collectively, "Laws ") pertaining to and
affecting the Land and the Property.
Section 5. City's Representations and Warranties. City hereby represents and
warrants to Seller as follows:
5.1 Due Execution and Performance. This Agreement has been duly
executed and delivered by City and constitutes the legal, valid, and binding obligation of City
enforceable in accordance with its terms. The City has full power and authority to execute,
deliver, and perform this Agreement, and consummate the transactions contemplated hereby.
Section 6. Seller's Representation and Warranties; Covenants of Seller. Seller
hereby represents and warrants to and covenants with City as follows:
6.1 Compliance. Prior to the Closing, Seller will continue to comply with all
contracts, authorizations, approvals, and legal requirements applicable to the Property.
6.2 Property. Seller will execute and deliver the City Easement to City at
Closing. Seller will maintain the Property in its existing condition and will deliver the Property
to City at Closing in the same condition as exists on the Agreement Date, normal wear and tear
excepted. Seller will not perform or allow the performance of any construction on the Property
or enter into any new contracts, leases, or other agreements affecting or binding upon the
Property after the Agreement Date without City's prior written consent.
6.3 Cooperation. Seller will cooperate with City in good faith in
connection with all investigations, examinations, and inspections being made by City with
respect to this transaction.
Section 7. City's Inspection Period.
7.1 Inspection Period. City will have the right, from and after the
Agreement Date, through 6:00 p.m. on the date that is one (1) year after the Agreement Date (the
"Inspection Period ") to inspect and investigate the physical and other conditions of or with
respect to the Property and the Land. - City's inspections and investigations of the Property and
the Land may include but shall not be limited to (i) review of surveys, plans, title insurance
policies, engineering studies, site plans, and any other materials, documents, tests, studies, and
reports related to the Property and the Land which Seller has in its possession or control; (ii)
review of permits, plans and other documents relating to the Property and the Land; (iii) review
of the status of title and all zoning and/or government restrictions and requirements; (iv)
obtaining an environmental audit of the Property and the Land; (v) performance of engineering
and soil tests, analyses and other investigations as City deems necessary and appropriate; and
(vi) investigation and/or review of any other facts, circumstances or matters which City deems
relevant to its proposed purchase of the City Easement, and to the development of the Property
for the proposed West Avenue Bridge Project. Seller agrees to cooperate with City in all
investigations and to provide to City promptly copies of all items, documents and materials that
City may reasonably request and that Seller or its attorneys or agents have in their possession or
control. City shall have full access to the Property and the Land for the purpose of conducting
the foregoing inspections and investigations subject to prior reasonable notice to Seller. City
shall be responsible for all costs related to its inspections and investigations during the Inspection
Period including, without limitation, all costs of repair and for returning the Property and the
Land to its original condition. Buyer shall (to the extent permitted by, and subject to the
limitations on liability under Section 768.28, Florida Statutes) indemnify Seller for any and all
damages to person or property resulting from Buyer's inspections and investigations during the
Inspection Period.
7.2 Termination by City. City will have the right, which may be exercised by
sending written notice to Seller at any time during the Inspection Period, to terminate this
Agreement if, in City's sole opinion, the Property is not suitable or feasible for City's intended
purpose of developing the West Avenue Bridge Project, or that such development and use may
be unusually expensive (including for example, the presence of Hazardous Substances or adverse
soil or subsurface conditions). Upon any such termination, this Agreement will be null and void
and the parties will have no further rights or obligations hereunder. If Buyer fails, or elects not,
to give written notice of termination prior to the expiration of the Inspection Period, this
Agreement shall remain in effect in accordance with its terms.
In the event that the last day of the Inspection Period occurs on a legal holiday, such date
will be extended to the next succeeding regular business day.
Section 8. Conditions Precedent to Closing. The obligations of City to complete the
Closing on the purchase of the City Easement pursuant to this Agreement are conditioned upon
the fulfillment of each of the following conditions on or before the Closing Date.
8.1 Correctness of Representations and Warranties. Each of the
representations and warranties of Seller set forth herein shall have been true and complete in all
material respects when made and on the Closing Date as if made at and as of that time.
8.2 Absence of Adverse Change. Between the Agreement Date and the
Closing Date, no materially adverse change in the Land or the Property shall have occurred and
no fact shall have arisen that has or could be expected to have a material adverse affect on the
Land or the Property.
8.3 Development Agreement. The City Commission shall have approved,
and the parties hereto shall have executed, the Development Agreement.
8.4 If any condition(s) precedent set forth in this Section 8 are not satisfied as
of the Closing Date, Seller shall be afforded a period of thirty (30) days in which to cause them
to be satisfied (or such greater period, not to exceed an additional ninety (90) days, as City shall
specify). Seller agrees to use good faith efforts to attempt to satisfy such conditions during such
cure period. If the conditions are not satisfied within such cure period, then City may either (a)
waive satisfaction of such condition(s) and proceed to Closing; or (b) terminate this Agreement
by written notice to Seller, in which event this Agreement will be null and void and the parties
will have no further rights or obligations hereunder.
Section 9. Closing.
9.1 Closing Date; Closing Procedures.
(a) Subject to Section 8 hereof, and unless extended pursuant to the
provisions of this Agreement, the Closing will take place within ten (10) days after the
Inspection Expiration Date at the offices of the City Attorney or at such other place as the parties
may mutually approve. In the event the scheduled Closing Date falls upon a legal holiday, the
Closing will occur on the next succeeding regular business day.
(b) At Closing:
(i) City shall pay the purchase price;
(ii) Seller shall comply with all requirements and shall execute
and/or deliver all instruments that are required by or from Seller under Schedule B — Section 1 of
the Title Commitment for the City Easement and the Property;
(iii) the parties shall execute and record against the title to the
Land a memorandum setting forth the terms of this Agreement and referring to the party's rights
hereunder;
(iv) Seller shall simultaneously convey to City the City
Easement, subject only to the Permitted Exceptions and shall also deliver to City the executed
covenant, or covenant in lieu of unity of title, for the Land (the "Covenant ");
(v) Seller shall comply with all requirements and shall execute
and/or deliver all instruments that are required by or from Seller under Schedule B — Section 1 of
the Title Commitment for the Property;
(vi) Seller and City shall execute the City Easement and the
Covenant and record it against title to all of the Land; and
(vii) neither party shall have any further rights or obligations
under this Agreement except as otherwise specified in this Section and the parties shall execute
such instrument as may be reasonably required to evidence termination of this Agreement and to
release any encumbrance or cloud on title created hereby (and the release of the memorandum
recorded pursuant to Section 9.1(b)(vii) above shall be recorded in the Public Records).
9.2 Closing Expenses.
(a) At Closing, City shall pay or cause to be paid the cost of recording
the City Easement and any corrective instruments, all documentary stamp taxes and surtax on -
the City Easement (if applicable), any other applicable transfer or conveyance taxes, and the cost
of the Survey.
(b) At Closing, Seller shall pay or cause to be paid the cost of
recording the Covenant.
(c) Each party will pay its own attorneys' fees and fees owed to its
consultants or agents.
9.3 Delivery of Documents by Seller. At Closing, in addition to any other
documents specifically required to be delivered or acts required to be done pursuant to this
Agreement, Seller will deliver, or cause to be delivered, to City the following (each of which
shall be in form reasonably acceptable to City and Seller):
(a) The City Easement, conveying to City the ability to use,
perpetually, the Property then being conveyed to City, subject only to the Permitted Exceptions;
(b) a certificate of Seller, dated as of the Closing Date, certifying
(i) that the representations and warranties of Seller contained in this Agreement are true as of the
applicable Closing Date for such property in all respects; (ii) that there are no unpaid bills for
labor, materials, or services to the Property and no labor, services, or materials have been
undertaken or supplied which could be the basis for any claims against the Property; (ii) that
Seller is in sole and exclusive possession of the Property and that no other person or entity has
any right or claim to possession thereof; (iii) the information customarily required by title
insurance companies to insure title against matters arising during the "information gap "; and (iv)
that all sales tax owed with respect to the Property have been paid in full.
(c) an affidavit complying with the provisions of Section 1445(b)(2)
of the Internal Revenue Code of 1954, as amended, stating that Seller is not a foreign person;
(d) such evidence as the Underwriter and City shall reasonably require
to verify the due execution, delivery and enforceability of the documents executed and delivered
by Seller at Closing; and
(e) the Covenant for the Land.
9.4 Property Revenues and Obligations. All revenue from the Property
attributable to periods prior to Closing shall belong solely to Seller. Seller agrees to pay and
hold City harmless from all obligations of every kind with respect to the Property which arose or
are attributable to periods prior to Closing. Seller shall hold City harmless from all obligations,
liabilities, losses, damages, delays, and costs (including attorneys' fees and court costs) incurred
by City that arise from or under the Property; provided, however, the foregoing indemnity shall
not apply with respect to any liabilities, losses, damages, delays and costs caused by City's gross
negligence or willful misconduct. The provisions of this Section 9.4 shall survive Closing.
9.5 Execution and Delivery of Bilateral Agreements. At Closing, in addition
to any other documents required to be executed and delivered in counterparts by both parties,
Seller and City will execute and deliver to each other closing statements accounting for sums
adjusted or disbursed at Closing.
9.6 Post - Closing Obligations.
After Closing, Seller and City shall cooperate to exchange any corrective
documents, if and to the extent necessary, so that the legal descriptions of the Property
and the Land match the as -built locations of any improvements upon completion of the
West Avenue Bridge Project on the Property; provided however, the City shall not
construct any improvements on Seller's Land outside of the Property and shall correct
any such construction immediately upon written notice of same. The provisions of this
Section 9.6 shall survive Closing.
Section 10. Brokers. Each party represents and warrants to the other that it has not
consulted, dealt, or negotiated with any real estate broker, finder, salesman or agent to whom a
commission or other compensation is or could be due in connection with the sale of the Property
by Seller to City, or any other matter associated with this Agreement. Each party hereby agrees
to hold harmless the other from any costs, liabilities or expenses, including reasonable costs and
attorneys' fees incurred in trial, appellate, or post judgment proceedings, related to or arising out
of any breach of the representations, warranties and agreements set forth in this Section 10.
Anything to the contrary notwithstanding, the representations, warranties and agreements of this
Section 10 will survive closing of the transactions which are the subject of this Agreement and
the delivery of the City Easement, or any earlier termination of this Agreement.
Section 11. Default.
11.1 City's Default. If City fails or refuses to perform any of City's obligations
set forth in this Agreement, Seller's sole remedy will be to terminate this Agreement, and, as
consideration therefore and as agreed and liquidated damages in full settlement of all claims of
Seller against City related to the transaction which is the subject of this Agreement, City shall
agree to waive any Payment in Lieu of Taxes (PILOT) fees related to the HACMB Project or
another affordable housing development that Seller may choose to develop upon the Land or any
portion thereof, for a period of up to twenty five (25) years, commencing with the issuance of a
Certificate of Completion (C.C.) or Certificate of Occupancy (C.O.) for such project.
Thereafter, this Agreement will be null and void and the parties hereto will have no further rights
or obligations hereunder. The City's obligation to waive the PILOT fees for Seller's project, as
provided in this Section 11.1, shall survive termination of this Agreement. The floor area ratio
(FAR) of Parcels A and B shall be utilized for the benefit of Parcel C, regardless of any other
provision herein.
11.2 Seller's Default. In the event Seller fails or refuses to perform any of
Seller's obligations under this Agreement, City may pursue its remedies at law and/or in equity,
including, without limitation, (a) terminating this Agreement; and/or (b) the right to specific
performance.
Section 12. Miscellaneous.
12.1 Litigation. In the event of any litigation between. Seller and City
concerning the terms of this Agreement, the prevailing party will be entitled to reimbursement of
its reasonable costs and expenses, including attorneys' fees, incurred in trial, appellate and post -
judgment proceedings. Each party hereby waives trial by jury in any action, proceeding or
counterclaim brought by either of the parties against the other in connection with any
matter whatsoever arising out of or in any way connected with this Agreement, the
relationship of the parties, or any claim of injury or damage relating to any of the
foregoing, or the enforcement of any remedy under any statute with respect thereto.
12.2 Notices. Notices required or permitted to be given pursuant to the terms
of this Agreement may be given by the parties' attorneys and will be delivered in person or sent
by certified mail, return receipt requested, postage prepaid, by recognized contract carrier (such
as UPS or FedEx) providing signed receipt for delivery, or by facsimile transmission, and will be
deemed delivered on the date of delivery, if in person or facsimile transmission, two (2) days
following the deposit with the Postal Service, if sent by mail, or one (1) day following deposit
with the carrier for next day delivery, if sent by contract carrier. Notices from City may be given
by the City Manager or Assistant City Manager. Notices will be delivered at the following
addresses /facsimile numbers, subject to the right of any party to change the address /facsimile
number at which it is to receive notice by written notice to the other party:
To City:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Jorge M. Gonzalez, City Manager
Telephone: (305) 673 -7010
Facsimile: (305) 673 -7782
Copy to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Kevin Crowder
Telephone: (305) 673 -7010
Facsimile: (305) 673 -7782
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Jose Smith, City Attorney
Telephone: (305) 673 -7470
Facsimile: (305) 673 -7002
To Seller:
Housing Authority of the City of Miami Beach
200 Alton Road
Miami Beach, Florida 33139
. .
limitation shall not apply to the prosecution of any claim made and action commenced in
accordance with clauses (a) and (b) below on or prior to the Limitation Date. Seller and City
agree that, notwithstanding any provision of this Agreement or any provision of law to the
contrary, any action which may be brought for the untruth or inaccuracy of any representation or
warranty in this Agreement (a "Misrepresentation Claim ") shall be forever barred unless, no later
than 365 days following the Closing Date ( "Limitation Date "), the party claiming such
Misrepresentation Claim (a) delivers to the other a notice of the Misrepresentation Claim setting
forth the basis for such Misrepresentation Claim, and (b) files a complaint or petition against the
other party alleging such Misrepresentation Claim in an appropriate Federal district or state court
and serves the same upon the party upon whom the claim is made. The provisions of this
Section 12.6 shall apply only to warranties and representations set forth in this Agreement and
not to covenants or other provisions that by their terms survive closing nor to any warranties
contained in any deeds or other instruments executed or delivered at Closing.
12.7 Governing Law. This Agreement is governed by and will be construed in
accordance with the internal laws of the State of Florida.
12.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which will constitute the same
instrument.
12.9 Further Assurances. In addition to the obligations required to be
performed under this Agreement by the parties hereto at the closing, each such party agrees to
perform such other acts, and to execute, acknowledge and deliver subsequent to the Closing such
other instruments, documents and other materials, as the other party may reasonably request in
order to effectuate the consummation of the transactions contemplated herein, and to complete
construction of, and to operate the Project. The provisions of this Section 12.9 shall survive
Closing.
12.10 No Partnership. This Agreement does not and shall not be construed to
create a partnership, joint venture or any other relationship between the parties except the
relationship of seller and purchaser.
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[Signatures appear on next pages]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date(s) hereinafter set forth.
SELLER:
HOUSI AUTHORITY OF THE CITY OF MIAMI BEACH
A public ousirig authority
By:
Miguell Del Campil l Director
CITY:
CITY OF MIAMI BEACH, FLORIDA, a municipal corporation
of the State of Florida
Ma 1 Herrera Bower, ayor
ATTEST. 'C )/
By: GA. SEAL]
Robert Parcher, City Clerk
Date:
HACMB General Counsel City of Miami Beach - City Attorney
Approved as to Form & Language Approved as to Form & Language
& for Execution & for Execution
i t A. Boutsis A � i r ,�
EXHIBIT "A"
DESCRIPTION OF LAND
PARCEL A
Portion of Lot 11, Block 41, plat of BELLEVIEW SUBDIVISION, recorded in Plat Book 6 at
Page 114, Public Records of Miami -Dade County, Florida together with portion of Lot 9, Block
17, plat of SUBDIVISION OF THE WEST HALF OF BLOCKS 17, 40 AND 45, recorded in
Plat Book 6 at Page 165, Public Records of Miami -Dade County, Florida. Said portion of land
being more particularly described as follows:
Begin at the most northerly corner of said Lot 11, Block 41, Said point being the POINT OF
BEGINNING of the Tract of Land herein described: thence North 5944' 44" East, along the
North line of the above mention Lot 9, Block 17, for a distance of 19.33 feet; thence due South
for a distance of 72.62 feet to a point of tangency; thence along the arc of a curve concave to the
northwest, having a central angle of 52° 17' 19" and a radius of 25.00 feet for a distance of 22.82
feet; thence North 73. 05'29" West for a distance of 103.56 feet to the point of intersection with
the northwesterly line of the above mentioned Lot 11. Said point of intersection being 94.00 feet
southwesterly of the most northerly corner of said Lot 11; thence North 590 44' 44" East, along
the northwesterly line of said Lot 11, for a distance of 94.00 feet to the POINT OF BEGNNING.
Said lands located in the City of Miami Beach, Florida and containing 4622.15 square feet more
or less or 0.1060 acres more of less.
PARCEL B
Begin at the most northerly corner of Lot 9 Block 17, plat of SUBDIVISION OF THE
WEST HALF OF BLOCKS 17, 40 and 45, recorded in Plat Book 6, at Page 165 Public
Records of Miami -Dade County, Florida. Said point being the POINT OF BEGINNING
of the tract of land herein described; thence North 59. 44' 44" East, along the North line
of said Block 17 for a distance of 12.24 feet; thence due South for a distance of 117.57
feet to a point of tangency; thence along the arc of a curve concave to the northeast,
having a central angle of 9000' 00" and a radius of 25.00 feet, for a distance of 39.27
feet to a point of tangency with the north right -of -way line 17 Street, as 17 Street is
shown in the above mentioned plat of SUBDIVISION OF THE WEST HALF OF
BLOCKS 17, 40 and 45; thence due west, along the north right -of -way line of 17 Street,
for a distance of 10.00 radius of 85.00 feet and a central angle of 30. 20'48" for a
distance of 45.02 feet; thence northwesterly, radial to the last described curve for a
distance of 13.62 feet to a point. Said point described in OFF REC. 16504, at page 3553
Public Records of Miami -Dade County, Florida; thence North 73. 05'29" West for a
distance of 41.66 feet; thence along the are of a curve whose radius at this point bears
North 52. 17' 19" West, having a radius of 25.00 feet and a central angle of 52. 17' 19"
for a distance of 22.82 feet to a point of tangency; thence due north for a distance of
72.62 feet to the point of intersection with the northwesterly line of the above mentioned
Lot 9, Block 17; thence North 59. 44'44" East, along with northwesterly line of said lot 9 for
a distance of 73.07 feet to the POINT OF BEGINNING. Said lands located in the City of Miami
Beach, Florida and containing 9001.65 square feet more or less or 0.2066 acres more or less.
PARCEL C -
Lot 7, Block 17, Plat of SUBDIVISION OF WEST HALF OF BLOCKS 17, 40 AND 45,
recorded in Plat Book 6, at Page 165, Public Records of Miami -Dade County, Florida. Together
with portions of Lots 8 and 9 of said Block 17 being more particularly described as follows:
Begin at the most northerly corner of said Lot 8, Block 17. Said point being to the POINT OF
BEGINNING of the tract of land herein described; thence South 59° 44' 44" West, along the
northerly line of said Lot 8 for a distance of 67.76 feet; thence due South for a distance of
117.57 feet to point of tangency; thence along the arc of a curve concave to the northeast,
having a central angle of 90. 00' 00" and a radius of 25.00 feet for a distance of 39.27
feet to a point of tangency. Said point being in the north right -of -way line of 17 Street,
as shown in the above mentioned plat of SUBDIVISION OF WEST HALF OF BLOCKS
17, 40 AND 45; thence due East along the north right -of -way line of 17 Street for a
distance of 65.00 feet to a point. Said point being the southeast corner of the above
mentioned Lot 8, Block 17; thence bearing N 9. 4' 21" W along the East line of said Lot
8 for a distance of 175.10 feet to the POINT OF BEGINNING. Said lands located in the
City of Miami Beach, Florida and containing 26,953 square feet more of less or 0.6187
acres more or less.
EXHIBIT "B"
PROPERTY EASEMENT
PARCEL A
Portion of Lot 11, Block 41, plat of BELLEVIEW SUBDIVISION, recorded in Plat Book 6 at
Page 114, Public Records of Miami -Dade County, Florida together with portion of Lot 9, Block
17, plat of SUBDIVISION OF THE WEST HALF OF BLOCKS 17, 40 AND 45, recorded in
Plat Book 6 at Page 165, Public Records of Miami -Dade County, Florida. Said portion of land
being more particularly described as follows:
Begin at the most northerly corner of said Lot 11, Block 41, Said point being the POINT OF
BEGINNING of the Tract of Land herein described: thence North 59044' 44" East, along the
North line of the above mention Lot 9, Block 17, for a distance of 19.33 feet; thence due South
for a distance of 72.62 feet to a point of tangency; thence along the arc of a curve concave to the
northwest, having a central angle of 52. 17' 19" and a radius of 25.00 feet for a distance of 22.82
feet; thence North 730 05'29" West for a distance of 103.56 feet to the point of intersection with
the northwesterly line of the above mentioned Lot 11. Said point of intersection being 94.00 feet
southwesterly of the most northerly corner of said Lot 11; thence North 590 44' 44" East, along
the northwesterly line of said Lot 11, for a distance of 94.00 feet to the POINT OF BEGNNING.
Said lands located in the City of Miami Beach, Florida and containing 4622.15 square feet more
or less or 0.1060 acres more of less.
PARCEL B
Begin at the most northerly corner of Lot 9 Block 17, plat of SUBDIVISION OF THE
WEST HALF OF BLOCKS 17, 40 and 45, recorded in Plat Book 6, at Page 165 Public
Records of Miami -Dade County, Florida. Said point being the POINT OF BEGINNING
of the tract of land herein described; thence North 590 44' 44" East, along the North line
of said Block 17 for a distance of 12.24 feet; thence due South for a distance of 117.57
feet to a point of tangency; thence along the arc of a curve concave to the northeast,
having a central angle of 90 °00' 00" and a radius of 25.00 feet, for a distance of 39.27
feet to a point of tangency with the north right -of -way line 17 Street, as 17 Street is
shown in the above mentioned plat of SUBDIVISION OF THE WEST HALF OF
BLOCKS 17, 40 and 45; thence due west, along the north right -of -way line of 17 Street,
for a distance of 10.00 radius of 85.00 feet and a central angle of 30. 20'48" for a
distance of 45.02 feet; thence northwesterly, radial to the last described curve for a
distance of 13.62 feet to a point. Said point described in OFF REC. 16504, at page 3553
Public Records of Miami -Dade County, Florida; thence North 73. 05'29" West for a
distance of 41.66 feet; thence along the are of a curve whose radius at this point bears
North 52. 17' 19" West, having a radius of 25.00 feet and a central angle of 520 17' 19"
for a distance of 22.82 feet to a point of tangency; thence due north for a distance of
72.62 feet to the point of intersection with the northwesterly line of the above mentioned
Lot 9, Block 17; thence North 59. 44'44" East, along with northwesterly line of said lot 9 for
a distance of 73.07 feet to the POINT OF BEGINNING. Said lands located in the City of Miami
Beach, Florida and containing 9001.65 square feet more or less or 0.2066 acres more or less.
4 , s �, • { fir-
EXHIBIT " { ., ` '
PERMITTED EXCEPTIONS
As of the Agreement Date, there are no Permitted Exceptions to title on the Property that are
known and/or have otherwise been disclosed to Buyer and Seller; provided however, that Buyer
and Seller further acknowledge that title exceptions may be revealed after the Agreement Date
by the Title Commitment and, to the extent that City (Buyer) has not objected to same by notice
to Seller within the objection period described in Section 2.1 hereof, any such exceptions shall
also be deemed Permitted Exceptions (as defined in this Purchase and Sale Agreement).
EXHIBIT "C"
PROPERTY EASE MENT -
[TO BE SUBMITTED]
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EXHIBIT " - _
CONCEPT PLAN
[HAM
CB TO ATTACH]
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EXHIBIT "E"
WEST AVENUE BRIDGE PROJECT REQUIREMENTS
[TO BE SUBMITTED BY CITY]
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EXHIBIT "F"
RESTRICTIVE COVENANT -
[TO BE SUBMITTED]
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EXHIBIT "G" -- ■
REQUIRED DEVELOPMENT APPROVALS = 3 �" �, ¢ T
Pursuant to Section 22(a) of the Development Agreement, HACMB shall be solely
responsible for obtaining, at it sole cost and expense, any and all Development Approvals
(as such term is defined in Section 3.8 of the Agreement) for the HACMB Project (as
such term is also defined herein). As of the Commencement Date of this Development
Agreement, such Development Approvals may include, but shall not be limited to, the
following:
(a) Final, non - appealable approvals from the following City land use boards:
(i) Planning Board — conditional use approval required if HACMB
Project is 50,000 sq. fit or more;
(ii) Design Review Board;
(iii) Board of Adjustment — in the event that the setbacks in the Project,
as proposed in the approval Concept Plan, require the issuance of a
variance;
(b) Development Permits (as such term is defined in Section 3.9 of the
Agreement; and
(c) Such other approvals and/or permits as may be required by Federal, State,
and/or local law.
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